THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA, if you are a resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser without delay.

LR 13.3.1(4)

LR 13.3.1(6)

If you sell or otherwise transfer or have sold or have otherwise transferred all of your Ordinary Shares, please send this document, but not the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you receive this document from another Shareholder, as a purchaser or transferee, please contact the Registrar for a Form of Proxy.

The distribution of this document and any accompanying documents in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

URBAN LOGISTICS REIT PLC

(incorporated and registered in England and Wales with registered number 9907096 and registered as an investment company under section 833 of the Companies Act 2006)

RECOMMENDED PROPOSALS FOR AMENDMENTS TO THE MANAGEMENT ARRANGEMENTS OF THE COMPANY

AND

NOTICE OF GENERAL MEETING

This document is not a prospectus, but a shareholder circular, and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or offer to sell, dispose of, issue, purchase, acquire or subscribe for, any security. This document is a circular relating, inter alia, to the Proposals. The information provided in this document is provided solely for the purposes of enabling Independent Shareholders to consider the Resolution.

Your attention is drawn to the letter from the Chairman which is set out in Part I (Letter from the Chairman) of this document and which contains a unanimous recommendation from the Independent Directors that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. You should read the whole of this document together with the accompanying Form of Proxy when considering what action you should take in connection with the General Meeting.

Notice of the General Meeting, to be held at Bond House, 19-20 Woodstock Street, London W1C 2AN at 9.00 a.m. on 11 May 2023, is set out at the end of this document. The Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY as soon as possible and, in any event, so as to arrive by no later than 9.00 a.m. on 9 May 2023. Voting directions and proxy appointments may be completed electronically and details are given in the Notice of General Meeting set out at the end of this document. Alternatively where Independent Shareholders are CREST members, they can submit a CREST Proxy Instruction. Further details are given in the notes to the Notice of General Meeting. Unless the Form of Proxy or CREST Proxy Instruction is received by 9.00 a.m. on 9 May 2023, it will be invalid.

Independent Shareholders are encouraged to exercise their voting rights by completing and submitting a Form of Proxy. It is highly recommended that Independent Shareholders submit their Form of Proxy as early as possible to ensure that their votes are counted at the General Meeting. Independent Shareholders are strongly encouraged to appoint the chair of the General Meeting as their proxy to ensure that each Independent Shareholder's vote will be counted.

Singer Capital Markets Advisory LLP ("Singer"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor and joint broker for the Company and for no one else in relation to the arrangements referred to in this document. Singer will not regard any other person (whether or not a recipient of this document) as its client in relation to the arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the contents of this document or any transaction or arrangement referred to in this document.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint broker for the Company and for no one else in relation to the arrangements referred to in this document. Panmure Gordon will not regard any other person (whether or not a recipient of this document) as its client in relation to the arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the contents of this document or any transaction or arrangement referred to in this document.

Kinmont Limited ("Kinmont"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser for the Company and for no one else in relation to the arrangements referred to in this document. Kinmont will not regard any other person (whether or not a recipient of this document) as its client in relation to the arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the contents of this document or any transaction or arrangement referred to in this document.

Cautionary note regarding forward-looking statements

This document contains a number of "forward-looking statements". Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or in each case, their negative, or similar expressions identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the Company's abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Unless otherwise expressly stated, no statement in this document is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. Any information contained in this document on the price at which shares or other securities in the Company have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.

Unless otherwise defined herein, capitalised terms used in this document have the meanings given to them in Part IV (Definitions) of this document.

This document is dated 21 April 2023.

		Page
EXPECTED TIMETABLE		4
PART I	LETTER FROM THE CHAIRMAN	5
PART II RISK FACTORS		14
PART III	ADDITIONAL INFORMATION	16
PART IV DEFINITIONS		25
NOTICE OF GENERAL MEETING		28

EXPECTED TIMETABLE

Publication and posting of this document and the Form of Proxy	21 April 2023
Latest time and date for receipt of Forms of Proxy and CREST Proxy Instructions	9.00 a.m. on 9 May 2023
Record time and date for entitlement to vote at the General Meeting	6.00 p.m. on 9 May 2023
General Meeting	9.00 a.m. on 11 May 2023
Announcement of the results of the General Meeting	11 May 2023
Effective Date for implementation of the Proposals	12 May 2023

NOTES:

1. The times and dates set out in the timetable above and referred to throughout this document and any accompanying document may be adjusted by the Company by announcement through a Regulatory Information Service.
1. References to times in this document are to London time, unless otherwise stated.

URBAN LOGISTICS REIT PLC

(incorporated and registered in England and Wales with registered number 9907096 and registered as an investment company under section 833 of the Companies Act 2006)

Nigel Rich (Independent Non-Executive Chair) 6th Floor Bruce Anderson (Independent Non-Executive Director) 65 Gresham Street Jonathan Gray (Independent Non-Executive Director) London Heather Hancock (Independent Non-Executive Director) EC2V 7NQ Mark Johnson (Non-Independent Non-Executive Director) Richard Moffitt (Non-Independent Non-Executive Director)

Directors Registered office

21 April 2023

LR 13.3.1(1)

To holders of Ordinary Shares

Dear Shareholder,

Recommended proposals for amendments to the management arrangements of the Company

and

Notice of General Meeting

1. Introduction

Following the successful equity raise of £250 million and the admission of the Company to the Main Market in December 2021, the Board conducted a review of management arrangements, including a detailed consideration to the relative merits of internalised versus externalised management structures, the effectiveness and performance of Richard Moffitt and Christopher Turner (together the "Management Team") since IPO, the incentivisation and alignment of the Management Team with the interests of Shareholders, as well as comparing the Company's cost ratios with those of other internally and externally managed London listed real estate companies

The Company announced earlier today that, having concluded that review and consulted with a number of Shareholders, now was an appropriate time to put proposals to Independent Shareholders on future management arrangements. The following changes to the Company's management arrangements are being proposed:

l Logistics Asset Management LLP (the "Investment Adviser"), who currently provides asset management services to the existing AIFM to the Company, PCP2 Limited ("PCP2"), to be appointed as the investment adviser to the Company and the Company's new AIFM. The Investment Adviser will, from the date of its appointment, be controlled by Richard Moffitt; and
l G10 Capital Limited ("G10 Capital") to succeed PCP2 as the new AIFM to the Company,

the "Proposals".

The Independent Directors have concluded that the Proposals provide for both the valuable continuity of the existing management team, principally Richard Moffitt and Christopher Turner, who have driven the Company's strong performance since IPO as well as securing a lower cost base for the Company going forward.

The appointment of Logistics Asset Management LLP as investment adviser to the Company, together with certain fees previously incurred from M1 Agency (as set out at paragraph 10(b) of Part III (Additional Information) of this document), constitute related party transactions to which the modified requirements for smaller related party transactions in the Listing Rules apply. The Investment Adviser and the M1 Agency are related parties of the Company by virtue of them each being an 'associate' (as defined in the Listing Rules) of Richard Moffitt, a director of the Company. Under the smaller related party transaction rules, there is no requirement for Shareholders to vote on the Proposals or the M1 Agency fees. However, as a matter of good corporate governance, the Company is giving Independent Shareholders the opportunity to approve Logistics Asset Management LLP's appointment as investment adviser at the General Meeting as an Ordinary Resolution.

The purpose of this document is to explain the background to, and reasons for, the Proposals and to convene the General Meeting on 11 May 2023 at which Independent Shareholders' approval for Logistics Asset Management LLP's appointment as investment adviser will be sought. Notice of the General Meeting is set out at pages 28 to 31 of this document.

LR 13.3.1(2)

LR 13.3.1(1) LR 13.3.1(3) LR 13.6.1(3)

2. Background to, and reasons for, the Proposals

a. Current arrangements and historic performance

Current arrangements

The Ordinary Shares were first traded on AIM in 2016 and moved to the premium segment of the Main Market in 2021 with a market capitalisation today standing at c.£650 million. The Company is the principal company of a REIT group and, since launch, has had a focus on small and mid-box logistics assets, typically in last mile or last touch locations in important logistics hubs.

The Existing AIFM

PCP2 is the AIFM to the Company pursuant to the Existing AIFM Agreement. The Existing AIFM Agreement may be terminated by the Company or by the Existing AIFM giving 12 months' notice, such notice not to be given earlier than 17 April 2023. Further details of the Existing Management Agreement are set out at paragraph 11(d) of Part III (Additional Information) of this document.

The Investment Adviser currently undertakes the day-to-day asset management and administration of the Company.

LTIP

The Investment Adviser currently participates in the LTIP of the Company pursuant to which it receives a share of value created in the Company above certain return hurdles. Further details of the LTIP are set out at paragraph 10(a) of Part III (Additional Information) of this document.

No changes to the commercial terms of the LTIP would be made as a result of the Proposals and the Pacific Group will retain its existing interest in the LTIP. Following crystallisation of the current LTIP in September 2023, the Company will not establish a new long-term incentive plan to replace the LTIP.

M1 Agency

The Group incurs fees from M1 Agency, a partnership in which Richard Moffitt is a member, from time-totime. These fees are incurred in the acquisition, sale and lettings of investment properties where M1 Agency acts as an agent. The Board, with the assistance of the Existing AIFM (excluding Richard Moffitt), reviews and approves each fee payable to M1 Agency, and ensures the fees are in line with market rates and on standard commercial property terms.

The Independent Directors believe that the M1 Agency relationship benefits Shareholders through the Company being able to access a regular flow of investment opportunities, often in off-market transactions. These commercial arrangements have been subject to disclosure in Urban Logistics' Annual Report and Accounts, prospectus and circular documents.

The Investment Adviser has agreed, pursuant to the terms of the Investment Advisory Agreement, that save for being a member of M1 Agency and participation (including membership) in personal investment vehicles, Richard Moffitt shall not act in the capacity of director, partner, officer, employee, consultant, shareholder or member of any other real estate business or any real estate related business whose real estate focus includes UK industrial and logistics assets without the prior written consent of the Company.

Further, Richard Moffitt shall not be actively engaged in the day-to-day affairs of M1 Agency without the prior written consent of the Company and both Richard Moffitt and Christopher Turner shall devote substantially all of their business time to the affairs of the Investment Adviser in the performance of the obligations of the Investment Adviser in providing the services under the Investment Advisory Agreement.

Historic performance

Since IPO, the Company has delivered strong financial performance, has a robust balance sheet and a high quality portfolio with significant asset management potential, demonstrated by the unaudited results for the six months ended 30 September 2022:

Strong financial performance

l net rental income of £25.4 million +59.3 per cent. (Sep 2021: £16.0 million);
l high gross to net rental income ratio 96.4 per cent. (Sep 2021: 96.0 per cent.);
l IFRS profit of £2.4 million (Sep 2021: £50.3 million);
l adjusted EPS1 of 3.38 pence (Sep 2021: 3.46 pence);
l dividend per share of 3.25 pence (Sep 2021: 3.25 pence); and
l 99.6 per cent. of H1 rents demanded were collected (Sep 2021: 100 per cent.).

Robust balance sheet

l EPRA net tangible assets ("NTA") of 183.1 pence per share, -3 per cent. since March 2022, +11 per cent. since September 2021, (Mar 2022: 188.8 pence per share, Sep 2021: 164.3 pence per share);
l IFRS net assets of £871m (Sep 2021: £534 million);
l loan to value ("LTV") of 22.3 per cent. (Sep 2021: 16.9 per cent.);
l £310 million of long term debt with a weighted average maturity of 6.4 years (Sep 2021: £199 million with a weighted average maturity of 3.0 years);
l weighted average debt costs of 3.0 per cent. for the period, 97 per cent. hedged or fixed (Sep 2021: 2.5 per cent., 69 per cent. hedged); and
l no refinancing required until August 2025.

High quality portfolio with significant asset management potential

l a well-balanced portfolio of 125 mid-box urban logistics assets covering 9.1 million sq ft with a valuation of £1,132 million (Sep 2021: 91 assets, 5.8m sq ft, £660 million), providing dependable income and asset management opportunities to drive value;
l 13 properties acquired during the period for a combined consideration of £112 million (excluding purchaser costs), with NIY ranging from 4.1 per cent. to 7.0 per cent.; 4.8 per cent. on a blended basis;
l WAULT of 8.3 years (Sep 2021: 7.9 years);
l 59 per cent. like-for-like rental increases across 21 lease events completed during the period;
l portfolio like-for-like ("LFL") Estimated Rental Values ("ERV") up by 5.4 per cent. in the period, as occupational market remains strong;
l EPRA occupancy rate of 95.0 per cent. (Sep 2021: 99.4 per cent.); and
l 40 per cent. of the portfolio with an EPC of A-B (H1 2021: 26 per cent.), and 85 per cent. A-C (Sep 2021: 80 per cent.).
(1) A full reconciliation between IFRS profit and adjusted earnings can be found in note 9 of the financial statements for the six month period ended 30 September 2022, available at https://www.urbanlogisticsreit.com/investors/results-reports-presentations/.

In addition, between 30 September and 31 March 2023, the Company has completed nine new lettings, ten lease re-gears and two rent reviews generating additional rental income of £1.9 million. New lettings generated a like for like rental uplift of 21 per cent., and rent reviews a like for like uplift of 24 per cent.

Separately, the Company has also been reviewed by MSCI's ESG team, and has received a rating of 'A' (up from 'CCC'), a testament to the significant improvements made in ESG performance and reporting in the recent period.

b. Board deliberations

The Board continually reviews Urban Logistics' investment policy and strategy, its ability to deliver positive returns to Shareholders and the best management solution to meet these ends. The Chairman's statement set out in the financial statements for the six month period ended 30 September 2022 noted that discussions with PCP2 had started about the contractual arrangements with the Company given that either party could give twelve months' notice under the Existing AIFM Agreement from 17 April 2023.

The Board sees continued attractions in small and mid-box UK logistics assets situated in last mile/last touch locations. Occupier demand remains strong and, with an imbalance between supply and demand, rents are rising. The Independent Directors believe that the portfolio of the Company is well balanced between assets with active asset management potential and secure longer-term income, providing a strong opportunity to capitalise on rising rents.

Whilst property cycles and yield based valuations fluctuate, the Board believes there is rarely a better cornerstone to a successful real estate strategy than rental growth. Moreover, as a listed entity, Urban Logistics offers existing and new investors a focused investment opportunity in an attractive sub-sector of real estate. From the Company's analysis and from discussions with a number of Shareholders, the Independent Directors felt that the Company had a strong independent future.

The Independent Directors reviewed a number of financial ratios across the real estate sector in both externally and internally managed companies. In the six months ended 30 September 2022, the Company incurred management and administrative costs of approximately £5 million, giving an annualised Admin Expense Ratio of 1.15 per cent. This benchmark compared well to the broader peer group of mid-cap internally and externally managed comparable vehicles and, the Independent Directors believe, demonstrates the efficient nature of the Company's existing management arrangements.

Furthermore, the performance of the Existing AIFM has been very strong to date. Buying well and pursuing additional value enhancing asset management initiatives has driven the Company's growth, enabling Urban Logistics to grow from a £10 million market cap company at IPO on AIM in April 2016 to a FTSE 250 constituent. The Independent Directors therefore concluded that, against a strong performance to date and in light of good prospects going forward, the continuity and incentivisation of the Investment Adviser's growing team was important.

After a successful seven years growing the Company, the Pacific Group has agreed terms to transfer their interests in the Investment Adviser to the existing Management Team and certain individuals who have up until now been seconded by the Pacific Group to the Investment Adviser but will, conditional upon the Proposals becoming effective, become members of the Investment Adviser. The Company is very grateful to PCP2 and the wider Pacific Group for identifying, together with Richard Moffitt, the strategic opportunity in logistics and for providing the required seed capital at IPO and its subsequent ongoing management of the Company.

Accordingly, the Board has concluded that it is in the best interests of the Company and Shareholders to make the following changes to the Company's investment management arrangements:

l The Investment Adviser, who currently provides asset management services to the Existing AIFM, to be appointed as the investment adviser to the Company and the Company's new AIFM. The Investment Adviser will, from the date of its appointment, be controlled by Richard Moffitt who, together with Christopher Turner, has provided investment management services to the Company since IPO (together the "Management Team"); and
l G10 Capital to succeed PCP2 as the new AIFM to the Company,

In respect of the period to the first anniversary of the Effective Date (expected to be 12 May 2024), the aggregate fees payable to PCP2, G10 Capital and the Investment Adviser will not be greater than the fees PCP2 would have received had the Existing AIFM Agreement remained in place. Neither the Investment Adviser nor PCP2 will receive any additional or one-off payments from the Company in connection with the Proposals.

3. Proposed new management and advisory arrangements

a. Director changes

As part of the Proposals, Mark Johnson, the CEO of the Pacific Group and a non-independent director, has decided to step down from the Board following the conclusion of the General Meeting. In addition, Jonathan Gray, the Senior Independent Director of the Company, will also step down from the Board to become nonexecutive Chair of the Investment Adviser as part of the Proposals. The Board would like to thank Mark and Jonathan for their outstanding contributions to the successful development of the Company over the seven years since IPO. Heather Hancock will replace Jonathan as the Senior Independent Director of the Company from the point of Jonathan's resignation.

LR 13.3.1(1) LR 13.6.1(3)

The Board announced on 15 March 2023 that Ms Lynda Heywood will be appointed as an Independent Non-Executive Director of the Company, and a member of the Audit Committee, Management Engagement Committee and Nomination Committee with effect from 1 May 2023. Lynda Heywood is a finance leader and treasurer who brings a wealth of experience in guiding FTSE 100 companies from her 20 year tenure at Kingfisher, and six years at Tesco, holding group treasury roles at both organisations.

b. The Investment Adviser

Logistics Asset Management LLP, which currently carries out day-to-day asset management and administration services for the Company, has, conditional upon the approval of the Resolution by Independent Shareholders at the General Meeting, been appointed as the investment adviser to the Company and G10 Capital.

The Investment Adviser team

The Investment Adviser's management team has long-standing UK real estate sector experience and benefits from the experience of senior industry figures. Its key principals have been the Management Team of the Company since IPO and the Proposals provide continuity of management to the Company going forward.

The key individuals responsible for executing the Company's investment strategy at the Investment Adviser are:

Jonathan Gray – Non-executive Chairman (with effect from completion of the Proposals)

Jonathan has considerable financial services experience having worked in senior roles at HSBC, UBS and NCB. He has worked on numerous flotations, including a number of property companies such as Property Fund Management, Cleveland Trust and CLS Holdings. Jonathan currently works as a financial consultant to a variety of international companies and has other non-executive directorships.

Jonathan is currently a non-executive Director of the Company and will step down as a director of the Company upon the Investment Adviser's appointment under the Investment Advisory Agreement becoming unconditional.

Richard Moffitt – Chief Executive Officer

Previously an executive director at CBRE, where he was head of the UK industrial team, Richard has over 25 years' logistics experience. He has an in-depth understanding of the market's dynamics, credibility with owners and operators of real estate assets, a thorough understanding of owner and tenant requirements and an extensive network, which includes institutional funds. He is a member of the Chartered Institute of Logistics and Transport. Richard will remain a non-independent non-executive Director of the Company and is also a designated member of M1 Agency, which is a property agency company used by the Company from time-to-time.

Christopher Turner – Property Director

Christopher is a Chartered Surveyor with more than 25 years' experience in the UK and European investment markets where he has built up extensive contacts with investors and developers of industrial, office and retail real estate. He has considerable experience in the acquisition, management and disposal of investments through all sectors, focusing on tenant management, covenant performance and active asset management to achieve overall investment returns.

Justin Upton – Chief Investment Officer

Justin has over 20 years' experience in the commercial real estate market, most recently spending 13 years at M&G running their open ended real estate PAIF which had a peak NAV of £4.9bn and 194 assets. While at M&G he was responsible for £6.5bn of acquisitions and disposals, giving him considerable experience, contacts and understanding of the commercial property markets.

Michael Perkins – Chief Financial Officer

Michael joined the Pacific Group in 2014 where he was primarily responsible for financial reporting across all group companies and partnerships. Since 2019, Michael has been responsible for the financial operations of the Company, including external reporting and tax compliance. Prior to this, Michael was at the accountancy business Gerald Edelman, where he qualified as a chartered certified accountant.

Jamie Waldegrave – Chief Operating Officer

Jamie joined Pacific Investments in 2021, and is responsible for reporting to the independent board members, external communications and ESG strategy, as well as HR & operations within Logistics Asset Management LLP. Jamie has over 10 years' experience as COO/CFO, most recently at a proptech company offering software to REITs and other property owners. Jamie qualified as a chartered accountant while at PriceWaterhouseCoopers.

The core management team of the Investment Adviser is supported by a team of other accounting, asset management, marketing, public relations, administrative and support staff who are currently involved in the provision of services to the Company.

The Investment Advisory Agreement

The Company and G10 Capital have, conditional upon the approval of the Resolution by Independent Shareholders at the General Meeting, appointed the Investment Adviser as investment adviser to the Company and G10 Capital (in its capacity as the AIFM to the Company) pursuant to the Investment Advisory Agreement. The Investment Adviser is an Appointed Representative of G10 Capital.

Under the terms of the Investment Advisory Agreement, the Investment Adviser: (i) seeks out and evaluates investment opportunities; (ii) advises the Company and G10 Capital in relation to acquisitions and disposals; and (iii) provides asset management services and, if required, development management services.

The Investment Adviser's appointment is to be extended for a further three years from the Effective Date, which may be terminated on giving 12 months' notice, such notice not to be given before the third anniversary of the Effective Date (expected to be 12 May 2026) (or on immediate notice in certain, usual, circumstances).

Pursuant to the terms of the Investment Advisory Agreement, the Investment Adviser will be paid an annual advisory fee (payable quarterly in arrears) for the period to the first anniversary of the Effective Date (expected to be 12 May 2024) equal to the current fees payable to PCP2 under the Existing AIFM Agreement less amounts due to PCP2 and G10 Capital. With effect from the day after the first anniversary of the Effective Date (expected to be 13 May 2024), the annual advisory fee (exclusive of VAT) will be adjusted as follows:

	Existing	Annual
	AIFM fee	advisory fee
		under Existing with effect from
	AIFM Agreement	13 May 2024
	% of	% of
	EPRA NTA	EPRA NTA
Up to £250 million	0.95%	0.90%
In excess of £250 million and up to £500 million	0.90%	0.825%
In excess of £500 million and up to £1 billion	0.85%	0.775%
In excess of £1 billion	0.85%	0.75%

An amount equal to the G10 Capital fee under the AIFM Agreement will not be deducted from the annual advisory fee from the day after the first anniversary of the Effective Date (expected to be 13 May 2024) and instead will be borne by the Company in addition to the Investment Adviser's fee.

On a pro forma basis, applying the fee rates set out above to the EPRA NTA as at 30 September 2022, the reduction in fee levels from May 2024 will reduce the annual cost to the Company of its external management arrangements (including fees payable to G10 Capital) by approximately £414k per annum.

Further details in respect of the Investment Advisory Agreement are set out in paragraph 11(b) of Part III (Additional Information) of this document.

Reorganisation of the Investment Adviser

The Investment Adviser and PCP2 are currently members of the Pacific Group. The Investment Adviser currently undertakes the day-to-day asset management and administration of the Company. The Investment Adviser also holds the interests of the Pacific Group and the Management Team in the LTIP (further details of which are set out at paragraph 10(a) of Part III (Additional Information) of this document).

No changes to the commercial terms of the LTIP will be made as a result of the Proposals. Following crystallisation of the current LTIP in September 2023, the Company will not establish a new long-term incentive plan to replace the LTIP.

Pursuant to the terms of the Retirement Deed, as at the Effective Date: (i) the principals of the Pacific Group who are members of the Investment Adviser will retire; (ii) Justin Upton (who is currently employed by the Investment Adviser) and Jamie Waldegrave (who is currently seconded to the Investment Adviser from the Pacific Group and will transfer to the Investment Adviser from the Effective Date) will become members of the Investment Adviser as will Jonathan Gray. Richard Moffitt, Christopher Turner and Mike Perkins are already members of the Investment Adviser. These changes will result in the Investment Adviser being controlled by Richard Moffitt from the Effective Date.

c. AIFM

G10 Capital has, conditional upon the approval of the appointment of the Investment Adviser by Independent Shareholders at the General Meeting, been appointed by the Company as its AIFM pursuant to the AIFM Agreement under which it has overall responsibility for the risk management and portfolio management of the Company, providing alternative investment fund manager services and ensuring compliance with the requirements of the UK AIFM Regime, subject to the overall supervision of the Directors in accordance with the policies laid down by the Directors from time to time and the investment restrictions referred to in the AIFM Agreement.

G10 Capital has provided portfolio management and risk management services to funds and investment managers since 2015. G10 Capital currently provides services to funds investing across a range of asset classes, including real estate, with an aggregate asset value in excess of €6 billion on a leveraged basis. G10 Capital is part of IQ-EQ, a leading investor services firm providing a comprehensive range of compliance, administration, asset and advisory services to investment funds, multinational companies, family offices and private clients operating worldwide.

Further details of the AIFM Agreement are set out at paragraph 11(a) of Part III (Additional Information) of this document.

LR 13.6.1(3)

LR 13.6.1(6)

LR 13.6.1(5), LR13.6.2(1) LR13.6.2(2)

4. Related party transactions

Richard Moffitt has agreed not to vote on the Resolution and has undertaken to take all reasonable steps to ensure that his 'associates' (as defined in the Listing Rules) will not vote on the Resolution.

Jonathan Gray, the Senior Independent Director of the Company, will step down from the Board to become non-executive Chair of the Investment Adviser as part of the Proposals. Jonathan Gray has also agreed not to vote on the Resolution and has undertaken to take all reasonable steps to ensure that his 'associates' (as defined in the Listing Rules) will not vote on the Resolution.

The Board, having been so advised by Singer (acting in its capacity as the Company's sponsor), considers the appointment of Logistics Asset Management LLP as investment adviser to the Company to be fair and reasonable as far as the Shareholders are concerned. In providing advice to the Directors, Singer has taken into account the Directors' commercial assessments of the appointment of Logistics Asset Management LLP as investment adviser to the Company. None of Richard Moffitt (the principal of the Investment Adviser), Jonathan Gray (who is stepping down from the Board to become non-executive Chair of the Investment Adviser) or Mark Johnson (the CEO of the Pacific group) has taken part in the Board's consideration of the Proposals nor has Richard Moffitt taken part in the Board's consideration of the historic payment of the fees to M1 Agency.

If the Resolution is not passed the Proposals will not go ahead and the Company's existing management arrangements would remain in place. In these circumstances, the Board will undertake a further period of consultation with Shareholders.

5. General Meeting

This document includes a Notice convening a General Meeting to be held at Bond House, 19-20 Woodstock Street, London W1C 2AN on 11 May 2023 at 9.00 a.m. The purpose of the General Meeting is to consider and, if thought fit, to pass the Resolution. The Resolution will be proposed as an Ordinary Resolution.

In summary, the Resolution seeks the approval of Independent Shareholders to the appointment of Logistics Asset Management as the investment adviser to the Company. Please note that this is not the full text of the Resolution and you should read this section in conjunction with the Notice of General Meeting set out at the end of this document.

6. Action to be Taken

A Form of Proxy for the General Meeting is enclosed. Independent Shareholders are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it to the Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any case so as to be received by the Registrar, no later than 9.00 a.m. on 9 May 2023. Unless the Form of Proxy is received by this date and time, it will be invalid.

Independent Shareholders who hold their Ordinary Shares via a platform or share plan provider (for example Hargreaves Lansdown, Interactive Investor or AJ Bell) and would like to vote at the General Meeting should contact their platform or share plan provider directly to make arrangements. Further details of how to vote if you hold your Ordinary Shares via a platform or share plan provider are available at https://www.theaic.co.uk/shareholder-voting-consumer-platforms.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50), by 9.00 a.m. on 9 May 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Investor Services PLC is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Independent Shareholders are requested to complete and return a Form of Proxy or CREST Proxy Instruction (as applicable) whether or not they wish to attend the General Meeting. The return of a Form of Proxy or the submission of a CREST Proxy Instruction will not prevent Independent Shareholders from attending the General Meeting or any adjournment thereof, and voting in person should they so wish.

LR 13.3.1(5) LR13.6.2(1)

7. Recommendation

The Board have taken advice from the Company's financial and legal advisers and consulted with a number of Shareholders and believe that the team at Logistics Asset Management LLP going forward can continue to provide Shareholders with a strong level of service and good returns. The Board believe that the Proposals are in the best interests of the Shareholders as a whole and unanimously recommend that Independent Shareholders vote in favour of the Resolution as the Directors who are Independent Shareholders intend to in respect of their own beneficial shareholdings (a total of 914,910 shares, being 0.19 per cent. of the Company's issued share capital). None of Richard Moffitt (the principal of the Investment Adviser), Jonathan Gray (who is stepping down from the Board to become non-executive Chair of the Investment Adviser) or Mark Johnson (the CEO of the Pacific group) has taken part in the Board's consideration of the Proposals.

Thank you for your continued support. We look forward to the next chapter in the Company's development.

Yours sincerely,

Nigel Rich Independent Non-Executive Chair

PART II – RISK FACTORS

The Independent Directors belief the Proposals are subject to a number of risks. Accordingly, prior to making any decision to vote for or against the Resolution at the General Meeting, Independent Shareholders should carefully consider all the information contained in this document and, in particular, the risk factors set out below. This summary of risk factors is not intended to be exhaustive nor is it an explanation of all of the risk factors involved relating to the Proposals. It should be noted that the risks described below are not the only risks faced by the Company in relation to the Proposals and there may be additional risks that the Independent Directors currently consider not to be material or of which they are not currently aware.

No guarantee that the Proposals will be implemented

The implementation of the Proposals is subject to the approval of Independent Shareholders. There is no certainty that Independent Shareholders will approve the Proposals or that the Proposals will become effective and implemented in accordance with their terms. If the Proposals are not implemented, the Company will be responsible for the payment of all costs and fees which it has been incurred in connection with the proposed implementation of the Proposals.

The performance of the Company depends on the ability of the Investment Adviser to provide competent, attentive and efficient services and accurate information to the Company

The performance of the Company depends on the ability of the Investment Adviser to provide competent, attentive and efficient services and accurate information to the Company. There can be no assurance that, over time, the Investment Adviser will be able to provide such services or accurate information or that the Company will be able to make investments on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses. Control failures may result in operational and/or reputational problems, erroneous disclosures or loss of assets through fraud, as well as breaches of regulation.

The Company depends on the diligence, skill, judgement and business contacts of the Investment Adviser's investment professionals and the information and deal flow they generate and communicate to the AIFM and the Company during the normal course of their activities. There can be no assurance as to the continued service of key investment professionals at the Investment Adviser or the ability of the Investment Adviser to hire appropriately experienced, qualified employees. The departure of any key investment professionals from the Investment Adviser without adequate replacement, or the inability of the Investment Adviser to hire appropriately experienced, qualified employees may have a material adverse effect on the Company's profitability, the Net Asset Value and price of the Ordinary Shares. Accordingly, the ability of the Company to achieve its investment objective depends heavily on the experience of the Investment Adviser's team of investment professionals.

Under the Company's proposed management structure, if G10 Capital's appointment is terminated, the Company would need to cease actively investing until a replacement AIFM was appointed that would agree to appoint the Investment Adviser as its investment adviser under similar appointed representative arrangements that are currently in place between G10 Capital and the Investment Adviser.

There is no guarantee that the Company would be able to appoint such alternative AIFM quickly or at all. In the event that it is necessary for the Company to replace G10 Capital, or any other third party service provide, it may be that the transition process takes time, increases costs and may have a material adverse effect on the Company's profitability, the Net Asset Value and the price of the Ordinary Shares.

The Company is subject to the risk that the Investment Advisory Agreement may be terminated and that no suitable replacement can be found. If the Investment Advisory Agreement is terminated and a suitable replacement is not secured in a timely manner or key personnel of the Investment Adviser are not available to the Company with an appropriate time commitment, the ability of the Company to execute the investment objective and investment policy may be adversely affected.

The past performance of the Company cannot be relied upon as an indicator of future performance

The past performance of the Company, or any of the Investment Adviser's investment professionals cannot be relied upon as an indicator of the future performance of the Company. Investor returns will be dependent upon the Company successfully pursuing its investment policy.

G10 Capital and the Investment Adviser may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of their activities on behalf of the Company

G10 Capital and the Investment Adviser (or members and/or officers and/or employees of the Investment Adviser) may, subject to the terms of the AIFM Agreement and the Investment Advisory Agreement respectively be involved in other activities which on occasion may give rise to conflicts of interest with the Company. In particular, subject to the terms of the AIFM Agreement and the Investment Advisory Agreement respectively: (i) G10 Capital or the Investment Adviser may invest in, manage and/or advise other accounts, vehicles or funds and may provide investment management, investment advisory or other services in relation to these accounts, vehicles or funds or future accounts, vehicles or funds which may have similar investment policies to that of the Company; (ii) G10 Capital or the Investment Adviser may carry on investment activities for their own accounts and for other accounts, vehicles or funds in which the Company has no interest; and (iii) G10 Capital or the Investment Adviser may give advice and recommend investments to other accounts, vehicles or funds which may differ from advice given to, or investments recommended or bought for, the Company, even though their investment policies may be the same or similar. If these conflicts of interest are managed to the detriment of the Company by G10 Capital or the Investment Adviser they could have a material adverse effect on the Company's profitability, the Net Asset Value and the price of the Ordinary Shares.

PART III – ADDITIONAL INFORMATION

1. Responsibility

The Independent Directors and the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Independent Directors and the Company (which have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. The Company

The Company was incorporated and registered in England and Wales on 8 December 2015 under the Companies Act as a public company limited by shares with registered number 9907096 with the name of 'Pacific Industrial & Logistics plc'. On 25 April 2018, the Company changed its name to 'Urban Logistics REIT plc'.

LR 13.6.1(1)(a)

LR 13.6.1(1)(b)

LR 13.6.1(2)(a)

LR 13.6.1(2)(b)

The registered office of the Company is 6th Floor 65 Gresham Street, London EC2V 7NQ and its telephone number is +44 (0) 333 300 1950.

3. Directors and company secretary

a. Directors and company secretary

The Directors and company secretary are as follows:

Director	Position
Nigel Rich Bruce Anderson Jonathan Gray Heather Hancock Mark Johnson Richard Moffitt	Independent Non-Executive Chair Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director Non-Independent Non-Executive Director
Link Company Matters Limited	Company secretary

b. Richard Moffitt appointment letter

Richard Moffitt has been appointed as a Director pursuant to a letter of appointment dated 17 June 2022 entered into with the Company. Richard Moffitt's letter of appointment does not provide for benefits upon termination of employment. His appointment can be terminated in accordance with the Articles and may be terminated by either party giving to the other three months' prior written notice. The Articles provide that the office of Director shall be terminated by, among other things: (i) written resignation; (ii) unauthorised absences from board meetings for six consecutive months or more; or (iii) written request of all of the other Directors. Richard Moffitt is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. Richard Moffitt has waived his right to remuneration as a Director.

c. Interest in Ordinary Shares

As at the date of this document, the Directors hold the following interests in the share capital of the Company:

% of issued
	Number of Ordinary Share
Ordinary Shares	capital
540,536	0.115%
	0.011%
	0.013%
	0.003%
	0.066%
1,142,843	0.242%
	50,000 60,000 14,388 309,986

* The Investment Adviser holds 206,813 Ordinary Shares on trust for Richard Moffitt.

4. Major Shareholders

As at 20 April 2023, the Company had been notified of the following holdings in the Company's issued ordinary share capital pursuant to DTR 5 (each a "Notifiable Interest"):

LR 13.6.1(1)(c)

		% of issued
		Number of Ordinary Share
	Ordinary Shares	capital
Cohen & Steers, Inc.	23,686,373	5.02
Waverton Investment Management Limited	18,974,592	4.02

Save as set out above, the Company is not aware of any other Notifiable Interests.

5. The proposed AIFM

G10 Capital Limited was incorporated in England and Wales as a private limited company on 18 September 2014 under the Companies Act 2006 (registration number 09224491). The AIFM is authorised and regulated by the FCA (FCA registration number 648953). The registered office of the AIFM is 4th Floor, 3 More London Riverside, London SE1 2AQ (tel. +44 (0)207 397 5450). The AIFM's LEI is 5493008GP6MR1MW6P432. The AIFM is the Company's alternative investment fund manager for the purposes of the UK AIFM Regime. The AIFM has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.

6. The Investment Adviser

Logistics Asset Management LLP was incorporated in England and Wales as a limited liability partnership on 9 March 2016 under the Companies Act 2006 (registration number OC407145). The Investment Adviser is an Appointed Representative of G10 Capital. On 19 April 2023 the Investment Adviser changed its name from Pacific Industrial LLP to Logistics Asset Management LLP. The registered office of the Investment Adviser is 124 Sloane Street, London SW1X 9BX (tel. +44 (0)20 3826 1815). The Investment Adviser has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.

7. Investment strategy and process

If the Resolution is approved by Independent Shareholders at the General Meeting, the Company's investment strategy and process will, from the Effective Date, be as set out below. These are broadly the same as set out in the Company's prospectus published on 15 November 2021 with amendments to reflect the new management arrangements described in this document.

a. Investment strategy

The Investment Adviser's asset management techniques from the Effective Date will include the following:

l exploring the potential to restructure occupational leases, for example, by removing tenant break clauses to extend lease terms and by engaging with tenants before any rent reviews;
l identifying opportunities which may result from a better understanding of the occupational use of the property, the suitability of the building in the context of the tenant's business plan and assessing the tenant's capital expenditure (since this can indicate commitment to the building);
l potentially funding key tenant fit-out or other capital expenditure and incentives (including: mezzanine floors; racking; improvements in heating, lighting, power upgrades; and energy efficiency initiatives such as solar panel installation) which could deliver more favourable lease terms;
l extending the building (including the funding for such) to meet expansion requirements of the tenant, either within the curtilage of the site or through acquisition of expansion land, again to deliver more favourable lease terms (within REIT regime limits); and
l identifying properties for development opportunities.

b. Investment process

The investment process undertaken by the Company from the Effective Date will broadly be as follows:

Review and approval

The Investment Adviser will perform an initial review of all available investment opportunities which take into account the following considerations:

l location: focus on supply/demand balance;
l lot size: focus on lot sizes where investors can expect greater yields and returns;
l tenancy: target flexible short/medium term tenancies to effectively asset manage and capitalise on latent rental growth;
l opportunity: invest in assets that can be acquired at attractive market prices through market knowledge in order to deliver decent annual returns;
l financing: gearing levels which must be consistent with the Company's policy on borrowings and maturity profile of gearing; and
l overall market conditions: the outlook for the industrial commercial property sector taking into account wider market conditions and sentiment in the sector.

Based on the transaction proposal, the Investment Adviser will determine what detailed financial, legal and technical due diligence should be carried out.

Once due diligence has been completed, the Investment Adviser will make a submission to each of the AIFM and the Board for review, together with a recommendation as to whether the Company should make the investment. The AIFM and the Board each perform their own evaluation of the potential investment. The AIFM and the Board will each determine whether to: (a) approve the recommendation; (b) approve it subject to further conditions; or (c) reject it. Once a deal has been successfully approved by the AIFM and the Board, the Investment Adviser will appoint various advisers including lawyers, environmental consultants and buildings surveyors. A checklist will be maintained by the Investment Adviser throughout the process to demonstrate the progress made and ensure any key issues or action points that arise are recorded. Once all the due diligence has been completed, the purchase checklist will be reviewed against the purchase price and signed off by the Investment Adviser and the AIFM prior to exchange and completion will take place thereafter.

Investment monitoring

The Investment Adviser will continually monitor the progress of the Company's investments. This will include regular site visits on a quarterly and ad hoc basis as required. The Investment Adviser will update the Board on the progress of the Company's investments on a quarterly basis with additional formal contact being made where significant events have occurred which may impact the Company's income, expenditure or asset value.

Holding and exit strategy

The Company's investment holding period and the exit strategy will depend on the underlying properties, current and projected occupancy levels, transaction structure, exit opportunities, and size of the Company's investment. While the Directors intend to hold the Company's investments on a long term basis (typically greater than five years), the Company may dispose of investments outside of this timeframe, should an appropriate opportunity arise where, in the opinion of the AIFM (following a recommendation of the Investment Adviser and with approval of the Directors), the value that could be realised from such disposal would represent a satisfactory return on the initial investment and/or otherwise enhance the value of the Company, taken as a whole.

8. Conflicts of Interest

The Investment Adviser will at all times put in place and maintain suitable policies and procedures to address conflicts of interest as and when they arise, to ensure it complies with the provisions of the Investment Advisory Agreement and with the requirements of the FCA Rules relating to conflicts of interest.

Where any member of the Investment Adviser's investment committee has an interest in the counterparty to a proposed transaction the Investment Adviser undertakes that the relevant member will not participate in the investment committee proceedings of the Investment Adviser and/or the AIFM which relate to that transaction.

The Investment Adviser will at all times ensure that transactions effected by the Investment Adviser or the M1 Agency or an associate of the Investment Adviser or the M1 Agency which the Investment Adviser, the M1 Agency or an Associate of either the Investment Adviser or the M1 Agency or any Key Person, directly or indirectly, a material interest or relationship of any description with another party, are effected on terms which are not materially less favourable to the Company than if the potential conflict had not existed.

The Investment Adviser will not engage in any property acquisition services in relation to any asset(s) falling within the Company's stated investment objective and investment policy, which have been identified by the Investment Adviser without offering the Company a right of first refusal in respect of such asset(s).

9. Calculation of Net Asset Value

If the Resolution is approved by Independent Shareholders at the General Meeting, the Net Asset Value (and Net Asset Value per Ordinary Share) will be calculated half-yearly by the Investment Adviser (and reviewed by the AIFM and the Company). Calculations will be made in accordance with IFRS.

Consistent with other listed real estate investment companies, the Directors follow the guidance published by EPRA and disclose EPRA NTA, an adjusted measure of Net Asset Value per Ordinary Share which is designed by EPRA to better reflect the core long-term operations of the business.

If the Directors consider that any of the above bases of valuation are inappropriate in any particular case, or generally, they may adopt such other valuation procedures as they consider reasonable in the circumstances.

Details of each half-yearly valuation, and of any suspension in the making of such valuations, are announced by the Company via a Regulatory Information Service announcement as soon as practicable after 31 March or 30 September (as appropriate). The half-yearly valuations of the Net Asset Value (and Net Asset Value per Ordinary Share) are calculated on the basis of the most recent half-yearly independent valuation of the Portfolio.

The calculation of the Net Asset Value will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained or in other circumstances (such as a systems failure of the Investment Adviser) which prevents the Investment Adviser from making such calculations. Details of any suspension in making such calculations will be announced via a Regulatory Information Service announcement as soon as practicable after any such suspension occurs.

10. LTIP and other related party transactions

a. The LTIP

Under the terms of the LTIP, the Investment Adviser subscribed for 1,000 A ordinary shares of £0.01 each ("A Ordinary Shares"), 1,000 B ordinary shares of £0.01 each ("B Ordinary Shares") and 1,000 C ordinary Shares of £0.01 each ("C Ordinary Shares") issued in Urban Logistics Holdings Limited (the intermediate holding company of the Group).

The Company acquired the A Ordinary Shares on 17 August 2017 in return for the issue of 520,557 Ordinary Shares. The Company acquired the B Ordinary Shares on 9 March 2020 in return for £1.1 million and the issue of 1,809,607 Ordinary Shares.

The Company is obliged to acquire the C Ordinary Shares on 30 September 2023 in exchange for Ordinary Shares in the Company (issued at the prevailing market value of the Ordinary Shares) or, at the election of the Company, for cash. The A Ordinary Shares and the B Ordinary Shares, following their acquisition by the Company, automatically converted into deferred shares of £0.01 each in the capital of Urban Logistics Holdings Limited ("Deferred Shares").

The number of Ordinary Shares to be exchanged for the C Ordinary Shares will be assessed by reference to EPRA NTA and the market price of Ordinary Shares.

The EPRA NTA element is 5.0 per cent. of the amount by which the Company's EPRA NTA at the 30 September 2023 exceeds the Company's EPRA NTA as at 7 February 2020 (the date at which the consideration for the acquisition of the B Ordinary Shares was assessed) and an annualised 10.0 per cent. hurdle thereon (adjusted for any new issue of shares, all distributions including, inter alia, dividends and any returns of capital).

The share price element is 5.0 per cent. of the amount by which the market capitalisation of the Company at 30 September 2023 exceeds the market capitalisation of the Company as at 7 February 2020 (the date at which the consideration for the acquisition of the B Ordinary Shares was assessed) and an annualised 10.0 per cent. hurdle thereon (adjusted for any new issue of shares, all distributions including, inter alia, dividends and any returns of capital).

The consideration payable for the acquisition of the C Ordinary Shares shall be capped at three times the average annual management fees paid from 7 February 2020 to the next calculation date, being 30 September 2023.

If there is a change of control, the LTIP will continue to be assessed by applying the relevant offer price to the EPRA NTA element and the share price element calculations at the date of the change of control. The LTIP will be paid in shares and/or, at the Board's discretion, cash.

The Company holds, as at the date of this document, 685,765,720 ordinary shares of £1.00 each and 2,000 Deferred Shares in the capital of Urban Logistics Holdings Limited.

The Investment Adviser holds the C Shares on trust for Pacific Investments Management Ltd, Mark Johnson, Richard Moffitt, Christopher Turner and certain other members and employees of the Investment Adviser.

LR 13.6.1(2)(b)

LR 13.6.1(2)(c) LR 13.6.1(8)

LR 13.3.1(1)

LR 13.6.1(1)(e)

No commercial terms of the LTIP are being amended as a result of the Proposals.

b. M1 Agency

From time to time the Group incurs fees from M1 Agency LLP, a partnership in which Richard Moffitt is a member. These fees are incurred in the acquisition of investment properties and sale of investment properties where M1 Agency LLP acts as agent. The Board reviews and approves each fee payable to M1 Agency LLP, and ensures the fees are in line with market rates and on standard commercial property terms.

In respect of the period from 21 April 2022 to the date of this document, the Group incurred fees totalling £1,706,156 from M1 Agency.

11. Material Contracts

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group which contain information which the Independent Shareholders would reasonably require in making a properly informed assessment of how to vote on the Resolution:

a. The AIFM Agreement

The AIFM Agreement dated 21 April 2023 between the Company and G10 Capital pursuant to which, conditional upon the approval of the appointment of the Investment Adviser by Independent Shareholders at the General Meeting, G10 Capital is appointed to act as the Company's AIFM with overall responsibility for the risk management and portfolio management of the Company, providing alternative investment fund manager services and ensuring compliance with the requirements of the UK AIFM Regime, subject to the overall supervision of the Directors in accordance with the policies laid down by the Directors from time to time and the investment restrictions referred to in the AIFM Agreement. If the Resolution is not approved by Independent Shareholders by 31 May 2023, the AIFM's appointment will not proceed.

The AIFM Agreement provides that the Company pays to G10 Capital, exclusive of VAT, a fixed monthly fee of £12,000 in respect of risk management and portfolio management services, a fixed quarterly fee of £6,000 for the provision of Annex IV AIFM Directive regulatory reporting, such fees inclusive also of maintaining the KID, and additional fees for the provision of ad hoc services. The Company also reimburses G10 Capital for costs and expenses properly incurred by G10 Capital in the performance of its obligations under the AIFM Agreement.

The AIFM Agreement may be terminated by the Company or G10 Capital giving not less than six months' written notice.

Either party may terminate the AIFM Agreement by written notice to the other party with immediate effect in certain prescribed circumstances, including but not limited to, if an order shall be made or an effective resolution passed for the winding-up of the other party (save for a winding-up for the purpose of and followed by an amalgamation or reconstruction).

The Company may, in addition, terminate the AIFM Agreement by written notice with immediate effect in certain prescribed circumstances, including if: (i) G10 Capital ceases to be authorised as an alternative investment fund manager by the FCA; (ii) G10 Capital fails to notify the Company of any investigations by the FCA; or (iii) if G10 Capital causes the Ordinary Shares to be suspended from trading on the premium segment of the London Stock Exchange's main market.

The AIFM Agreement contains certain customary undertakings and indemnities by the Company in favour of G10 Capital.

The AIFM Agreement is governed by the laws of England and Wales.

b. The Investment Advisory Agreement

The Investment Advisory Agreement dated 21 April 2023 between the Company, G10 Capital and the Investment Adviser pursuant to which, conditional upon the approval of the Resolution by Independent Shareholders at the General Meeting, G10 Capital and the Company appointed the Investment Adviser to provide advisory, administration and other services. If the Resolution is not approved by Independent Shareholders by 31 May 2023, the Investment Adviser's appointment will not proceed.

The Company and G10 Capital have, taking into account the notice period of the Existing AIFM Agreement, appointed the Investment Adviser for a further period of two years following which the Investment Adviser's appointment may be terminated on giving twelve months' notice, such notice not to be given prior to the third anniversary of the Effective Date (expected to be 12 May 2026).

Pursuant to the terms of the Investment Advisory Agreement, the Investment Adviser is paid an annual advisory fee (payable quarterly in arrears) of:

l for the period from the Effective Date to the first anniversary of the Effective Date (expected to be 12 May 2024), 0.95 per cent. of EPRA NTA up to £250 million, 0.90 per cent. of EPRA NTA above £250 million and up to £500 million and 0.85 per cent. of EPRA NTA above £500 million, exclusive of VAT, less the fees payable to PCP2 pursuant to the PCP2 Deed and the fees payable to G10 Capital pursuant to the AIFM Agreement; and
l for the period from the day after the first anniversary of the Effective Date (expected to be 13 May 2024), 0.90 per cent. of EPRA NTA up to £250 million, 0.825 per cent. of EPRA NTA above £250 million and up to £500 million, 0.775 per cent. of EPRA NTA above £500 million and up to £1 billion and 0.75 per cent. of EPRA NTA above £1 billion, exclusive of VAT. An amount equal to the G10 fee under the AIFM Agreement will not be deducted from the annual advisory fee from the day after the first anniversary of the Effective Date (expected to be 13 May 2024) and instead will be borne by the Company in addition to the Investment Adviser's fee.

The Company also reimburses the Investment Adviser for reasonable expenses properly incurred by the Investment Adviser in the performance of its obligations under the Investment Advisory Agreement.

The Investment Adviser shall not, and shall procure that no member of its group shall, act as manager of, portfolio manager of, or adviser to, or asset manager of or provide any other services to, or which relate to (i) a listed entity; or (ii) an unlisted entity with assets in excess of £100 million which, in each case, invests in UK industrial and logistics assets without the prior written consent of the Company. Neither Richard Moffitt nor Christopher Turner can be named as fund/asset manager in respect of any such other appointment and each shall devote substantially all of their business time to the affairs of the Investment Adviser in the performance of the obligations of the Investment Adviser in providing the services under the Investment Advisory Agreement.

The Investment Adviser has also undertaken to procure, inter alia, that: (i) save for being a member of M1 Agency and participation (including membership) in personal investment vehicles, Richard Moffitt shall not act in the capacity of director, partner, officer, employee, consultant, shareholder or member of any other real estate business or any real estate related business whose real estate focus includes UK industrial and logistics assets without the prior written consent of the Company; (ii) Richard Moffitt shall not be actively engaged in the day-to-day affairs of the M1 Agency without the prior written consent of the Company; and (iii) no third party who is not an officer, consultant or employee of the Investment Adviser obtains 10 per cent. or more of the voting power and/or receives a right to a share of 10 per cent. or more of the assets and/or 10 per cent. of the income of the Investment Adviser without the prior written consent of the Company.

The Investment Adviser will not engage in any property acquisition services in relation to any UK industrial and logistics asset(s) which have been identified by the Investment Adviser without offering the Company a right of first refusal in respect of such asset(s).

The Investment Advisory Agreement may be terminated by the Company and G10 Capital immediately on written notice, inter alia, if the Investment Adviser is in material or persistent breach of the Investment Advisory Agreement or the undertakings summarised above (and where such breach is capable of remedy, it has not been remedied within 20 Business Days of being given notice of the breach), is the subject of insolvency proceedings, if the FCA requires termination, if the Investment Adviser fails to co-operate with the FCA in relation to enquiries regarding the services provided by the Investment Adviser, if G10 Capital or the Company determines that the Investment Adviser is no longer capable of performing any of its duties, obligations or functions under the Investment Advisory Agreement or a Key Person Event occurs and an appropriate replacement(s) for such Key Person(s) has not been substituted by the Investment Adviser and approved by the Board within 180 days of the date on which the Key Person Event occurs. The Investment Advisory Agreement may also be terminated by the Investment Adviser on written notice where G10 Capital or the Company is in material or persistent breach of the Investment Advisory Agreement (and where such breach is capable of remedy, it has not been remedied within 20 Business Days of being given notice of the breach) or where G10 Capital or the Company is insolvent.

A "Key Person Event" is an event where either Richard Moffitt alone or three or more of the Key Persons (being Richard Moffitt, Christopher Turner, Justin Upton, Michael Perkins and Jamie Waldegrave and such other person who the Board, acting reasonably, following consultation with the Investment Adviser, confirms in writing to the Investment Adviser) cease to be: (i) an officer, consultant, member or employee of the Investment Adviser; (ii) be actively engaged in the performance of the obligations of the Investment Adviser in providing the services under this Agreement; or (iii) devote substantially all of their business time to the affairs of the Investment Adviser.

The Investment Adviser shall not be liable for any loss suffered by or occasioned to G10 Capital or the Company in connection with the services provided by the Investment Adviser under the Investment Advisory Agreement, except to the extent that such loss is caused by the fraud, willful default or negligence of the Investment Adviser or any of its associates.

The Investment Advisory Agreement contains certain customary undertakings and indemnities by the Company in favour of the Investment Adviser.

The Investment Advisory Agreement is governed by the laws of England and Wales.

c. The PCP2 Deed

The PCP2 Deed dated 21 April 2023 between PCP2 and the Company pursuant to which the parties agreed that the Existing AIFM Agreement will cease and determine with effect from the Effective Date. The Company has agreed to make certain payments to PCP2 under the PCP2 Deed. Such payments will be deducted from the fees payable by the Company to the Investment Adviser under the Investment Advisory Agreement.

The PCP2 Deed is governed by the laws of England and Wales.

d. The Existing AIFM Agreement

The Existing AIFM Agreement dated 21 March 2016, as amended and restated on 31 July 2017, 6 July 2018 and 10 February 2020 between the Company and Pacific Capital Partners Limited as novated from Pacific Capital Partners Limited to PCP2 pursuant to a deed of novation dated 16 June 2021 entered into between the Company, Pacific Capital Partners Limited and PCP2 pursuant to which PCP2 has, subject to overall supervision and direction of the Board, agreed to provide investment management services to the Company. PCP2 currently acts as the Company's AIFM for the purposes of the EU AIFM Directive and the UK AIFM Regime and certain other ancillary services. The Pacific Group (including the Investment Adviser) undertake the day-to-day administration of the Company.

Under the Existing AIFM Agreement, PCP2 agrees that it shall not (and shall procure that each of its associates shall not) undertake any property acquisition and/or development activities in respect of property assets that would fall within the scope of the Company's investment policy without offering the Company a right of first refusal in respect of the same.

Under the Existing AIFM Agreement, PCP2 receives a management fee, payable quarterly in arrears as follows:

l 0.95 per cent. per annum of the Group's EPRA NTA up to, and including, £250 million;
l 0.90 per cent. per annum of the Group's EPRA NTA in excess of £250 million and up to and including £500 million; and
l 0.85 per cent. per annum of the Group's EPRA NTA in excess of £500 million.

The Existing AIFM Agreement may be terminated by the Company or by PCP2 giving 12 months' notice, such notice not to be given earlier than 17 April 2023. Either party may terminate the Existing AIFM Agreement (without prejudice to any right of action accruing or already accrued to it) immediately without penalty by notice in writing, inter alia, if the other party commits: (i) an act of fraud, or is guilty of negligence or wilful default; or (ii) or a material breach of the Existing AIFM Agreement, which has not been rectified within 60 business days of being requested in writing to do so (if such breach is capable of rectification). The Company may also terminate the Existing AIFM Agreement if there is a change of control of PCP2 without the prior written consent of the Company.

The Existing AIFM Agreement shall terminate automatically if either party to the Existing AIFM Agreement: (i) enters into liquidation (except on terms previously approved in writing by the other party), or has a receiver or administrator appointed over that party or its assets; (ii) if an effective resolution is passed for winding up the Company (otherwise than for the purpose of its amalgamation or solvent reconstruction previously approved in writing by the other party); (iii) is insolvent or stops or threaten to stop carrying on business or payment of its debts or make any arrangement with its creditors generally; or (iv) if the Existing AIFM ceases to be authorised and regulated by the FCA (if required to be so authorised and regulated to continue to carry out its duties under the Existing AIFM Agreement).

The Company has given certain market standard indemnities in favour of the Existing AIFM in respect of the Existing AIFM's potential losses in carrying on its responsibilities under the Existing AIFM Agreement.

The Existing AIFM Agreement is governed by and construed in accordance with the laws of England and Wales.

12. Significant change

Save for five new acquisitions and reaching five practical completions of forward funding developments (further details of which are set out at paragraph 2 of Part I (Letter from the Chairman) of this document), there has been no significant change in the financial performance or financial position of the Group since 30 September 2022, being the end of the last financial period for which interim financial information has been published.

LR 13.6.1(1)(d)

13. Consents

Each of Singer, Panmure Gordon and Kinmont have given and not withdrawn their consent to the inclusion in this document of references to their names in the form and context in which they appear.

LR 13.3.1(10)

LR 13.6.1(1)(f)

14. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 6th Floor 65 Gresham Street, London EC2V 7NQ up to and including the date of the General Meeting and on the Company's website (https://www.urbanlogisticsreit.com/investors/):

l the articles of association of the Company;
l the consent letters referred to in paragraph 13 of Part III (Additional Information) of this document above; and
l this document.

PART IV – DEFINITIONS

The following definitions apply throughout this document, the Notice of General Meeting and the accompanying Form of Proxy unless the context otherwise requires.

"Admin Expense Ratio"	the ratio of the Company's annualised administrative expenses (excluding any charge related to the LTIP) to the EPRA NTA as at 30 September 2022;
"AIFM"	an alternative investment fund manager within the meaning of the EU AIFM Directive and the UK AIFM Regime (as appropriate);
"AIFM Agreement"	the alternative investment fund management agreement dated 21 April 2023 entered into between the Company and the AIFM, further details of which are set out at paragraph 11(a) of Part III (Additional Information) of this document;
"AIM	the AIM market of the London Stock Exchange;
"Board" or "Directors"	the directors of the Company as at the date of this document whose names are set out on page 5 of Part I (Letter from the Chairman) of this document;
"Business Day"	a day on which the London Stock Exchange and banks in London are normally open for business;
"Company" or "Urban Logistics"	Urban Logistics REIT plc (with registered number 9907096);
"CREST"	the paperless settlement system operated by Euroclear governed by the CREST Regulations and any successor system or operator for the purposes of the CREST Regulations;
"CREST Manual"	the current version of the CREST Manual which at the date of this document is available on www.euroclear.co.uk/CREST;
"CREST Proxy Instruction"	a proxy appointment or instruction made using the CREST service via an appropriate CREST message;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001, No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force;
"Effective Date"	the Business Day following the approval of the Resolution where, inter alia, the appointment of Logistics Asset Management LLP as investment adviser to the Company becomes effective, expected to be 12 May 2023;
"EPRA"	The European Public Real Estate Association;
"EPRA NTA"	the net tangible assets of the Company calculated in accordance with EPRA guidance;
"ESG"	environmental, social and governance;
"Euroclear"	Euroclear UK & International Limited, the operator of CREST;
"EU AIFM Directive"	Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended from time to time;

"Existing AIFM Agreement"	the existing alternative investment fund management agreement dated 21 March 2016, as amended and restated on 31 July 2017, 6 July 2018 and 10 February 2020 between the Company and Pacific Capital Partners Limited as novated from Pacific Capital Partners Limited to the Existing AIFM pursuant to a deed of novation dated 16 June 2021 entered into between the Company, Pacific Capital Partners Limited and the Existing AIFM, as amended and restated from time to time;
"Existing AIFM" or "PCP2"	PCP2 Limited (with registered number 12736826), a member of the Pacific Group and the existing AIFM to the Company;
"FCA"	the Financial Conduct Authority, including acting in its capacity as a competent authority for the purposes of Part VI of FSMA;
"Form of Proxy"	the form of proxy accompanying this document for use by Independent Shareholders in connection with the General Meeting;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"G10 Capital"	G10 Capital Limited (registered number 09224491), the proposed AIFM to the Company;
"General Meeting"	the general meeting of the Company to be held at 9.00 a.m. on 11 May 2023 at Bond House, 19-20 Woodstock Street, London W1C 2AN including any adjournment thereof, notice of which is set out in the Notice of General Meeting;
"Group"	the Company and its subsidiaries and subsidiary undertakings from time to time;
"Independent Directors"	Nigel Rich, Bruce Anderson and Heather Hancock;
"Independent Shareholders"	Shareholders other than Richard Moffitt and Jonathan Gray and their respective 'associates' (as defined in the Listing Rules);
"Investment Adviser"	Logistics Asset Management LLP (registered number OC407145), the proposed investment adviser to the Company;
	"Investment Advisory Agreement" the investment advisory agreement dated 21 April 2023 entered into between the Company, the AIFM and the Investment Adviser, further details of which are set out at paragraph 11(b) of Part III (Additional Information) of this document;
"Kinmont"	Kinmont Limited, financial adviser to the Company relating to the Proposals;
"Listing Rules"	the listing rules made by the FCA pursuant to section 73A of the FSMA, as amended;
"London Stock Exchange"	London Stock Exchange plc;
"LTIP"	the long term incentive plan for the benefit of the Pacific Group and the Management Team, further details of which are set out at paragraph 10(a) of Part III (Additional Information) of this document;
"M1 Agency"	M1 Agency LLP;
"Main Market"	the London Stock Exchange's main market for listed securities;

"Management Team"	Richard Moffitt and Christopher Turner, principals of the Company's existing AIFM and manager who have provided investment management services to the Company since IPO;
"Nominated Person"	a person nominated under section 146 of the Companies Act 2006 to enjoy information rights;
"Notice of General Meeting" or "Notice"	the notice of General Meeting set out at the end of this document;
"Official List"	the official list maintained by the FCA pursuant to Part VI of FSMA;
"Ordinary Resolution"	a resolution passed by a majority of more than 50 per cent. of the votes cast, whether in person or by proxy;
"Ordinary Shares"	the ordinary shares of £0.01 each in the capital of the Company;
"Pacific Group"	PIML and its affiliates;
"Panmure Gordon"	Panmure Gordon (UK) Limited, joint broker to the Company in relation to the Proposals;
"PCP2 Deed"	the PCP2 deed dated 21 April 2023 entered into between the Company and the Existing AIFM, further details of which are set out at paragraph 11(c) of Part III (Additional Information) of this document;
"PIML"	Pacific Investments Management Limited;
"Proposals"	has the meaning given to it in paragraph 1 of Part I (Letter from the Chairman) of this document;
"Proximity"	the Proximity platform found at www.proximity.io.;
"Registrar"	Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS13 8AE;
"Resolution"	the Ordinary Resolution relating to Logistics Asset Management LLP's appointment as investment adviser to be proposed at the General Meeting as set out in the Notice of General Meeting;
"Shareholders"	holders of Ordinary Shares;
"Singer" or "Sponsor"	Singer Capital Markets Advisory LLP, Sponsor and joint broker to the Company in relation to the Proposals;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland; and
"UK AIFM Regime"	together, The Alternative Investment Fund Managers Regulations 2013 (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and the Investment Funds Sourcebook forming part of the FCA Handbook, as amended from time to time.

NOTICE OF GENERAL MEETING

URBAN LOGISTICS REIT PLC

(the "Company")

(incorporated and registered in England and Wales with registered number 9907096 and registered as an investment company under section 833 of the Companies Act 2006)

Notice is hereby given that a General Meeting of the Company will be held at Bond House, 19-20 Woodstock Street, London W1C 2AN at 9.00 a.m. on 11 May 2023, to consider and, if thought fit, pass the following Resolution as an Ordinary Resolution of the Company.

ORDINARY RESOLUTION

THAT the proposed appointment of Logistics Asset Management LLP as investment adviser to the Company pursuant to the terms of the Investment Advisory Agreement, as detailed in the shareholder circular of the Company dated on 21 April 2023 and published by the Company (the "Circular"), be and is hereby approved.

By order of the Board

Company Secretary

Dated 21 April 2023

Words and expressions defined in the Circular shall, unless the context otherwise requires, have the same meaning in this Notice of General Meeting.

Notes re: your Form of Proxy and voting at the General Meeting:

When considering what action you should take, you should seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are a resident in the United Kingdom or, if not, from another appropriately authorised financial adviser without delay.

If you sell or otherwise transfer or have sold or otherwise transferred all of your registered holding of Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible 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, such documents should not be sent, forwarded or transmitted in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. If you sell or otherwise transfer or have sold or otherwise transferred part of your registered holding of Ordinary Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Whilst we do not expect government restrictions to prevent Shareholders from attending the General Meeting, Shareholders are asked to exercise good judgement and not to attend the General Meeting in person if they are feeling unwell or showing any symptoms of COVID-19 on the day of, or the days leading up to, the General Meeting.

Proxies

1. A member is entitled to appoint a proxy to exercise all or any of the member's rights to attend, speak and vote at the General Meeting. A proxy need not be a member of the Company.
1. A form of proxy is enclosed with this notice. Forms of proxy may also be obtained on request from the Company's registered office. In order to be valid any proxy form or other instrument appointing a proxy must be returned duly completed by one of the following methods no later than 48 hours before the time of the General Meeting (excluding nonworking days), in hard copy form by post, by courier, or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Submission of a proxy appointment will not preclude a member from attending and voting at the General Meeting in person should they wish to do so. However please note that to the extent that you attend but do not vote at the meeting, the appointment of the proxy remains effective unless otherwise validly withdrawn.
1. An Independent Shareholder may appoint more than one proxy in relation to the General Meeting to attend, speak and vote provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Independent Shareholder. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1384 or the proxy form should be photocopied and the name of the proxy to be appointed indicated on each form together with the number of shares that such proxy is appointed in respect of (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
1. As an alternative to completing the form of proxy, Independent Shareholders can appoint a proxy electronically via the Registrar's online voting portal www.investorcentre.co.uk/eproxy. For an electronic proxy appointment to be valid, your appointment must be received by the Registrar no later than 48 hours before the time of the General Meeting (excluding nonworking days).
1. To direct your proxy on how to vote on the resolutions, mark the appropriate box on your form of proxy with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the General Meeting.
1. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be returned to the registered office with your proxy form.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent ID (3RA50) by the latest time(s) for receipt of proxy appointments specified in this notice of General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

Thresholds and entitlement to vote

1. To be passed, ordinary resolutions require a majority in favour of the votes cast in person or by proxy at the meeting. On a show of hands every Independent Shareholder who is present in person (or being a company is present by a representative not himself, a shareholder) and who is allowed to vote at a general meeting shall have one vote. Upon a poll every member holding Ordinary Shares who is present in person or by proxy (or being a company is represented) shall have one vote for every Ordinary Share of which he is the registered holder.
1. The Company, pursuant to Regulation 41 of the CREST Regulations, specifies that only those members registered in the Company's register of members (the "Register of Members") at the close of business on 9 May 2023 (or if the General Meeting is adjourned, members entered on the Register of Members no later than 48 hours before the time fixed for the adjourned General Meeting) shall be entitled to attend, speak and vote at the General Meeting in respect of the number of Ordinary Shares registered in their name at that time. Changes to entries on the Register of Members after the close of business on 9 May 2023 shall be disregarded in determining the rights of any person to attend, speak or vote at the General Meeting.
1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the first named being the most senior).
1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
1. A person to whom this notice of General Meeting is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between them and the Shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. The statements of rights of members in relation to the appointment of proxies above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered Shareholders of the Company.
1. As at 20 April 2023, being the latest practicable date before the publication of this notice of General Meeting, the Company's issued share capital consisted of 471,975,411 Ordinary Shares each carrying one vote. Therefore, the total voting rights in the Company as at 20 April 2023 is 471,975,411. All Ordinary Shares carry equal voting rights and there are no restrictions on those voting rights. Voting deadlines are stated in the notes above and form of proxy and are in accordance with the Companies Act. There are no restrictions on the transfer of Ordinary Shares, nor are there any limitations or special rights associated with regard to control attached to the Ordinary Shares.

Miscellaneous

1. This notice of General Meeting, the information required by section 311A of the Companies Act and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice of General Meeting, will be available on the Company's website at www.urbanlogisticsreit.com.
1. Members who have general queries about the General Meeting should email the Company Secretary at [email protected]. Shareholders may not use any electronic address provided either in the notice of General Meeting or any related documents (including the form of proxy) to communicate with the Company for any purpose other than those expressly stated.
1. The Company must cause to be answered any question asked by a Shareholder relating to the business to be dealt with at the meeting unless: (a) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
1. Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the Chair of the General Meeting as their proxy is to ensure that both they and their proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.
1. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommend that the Shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company that is found to contain any virus will not be accepted.

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Urban Logistics REIT PLC — Proxy Solicitation & Information Statement 2023

4948_rns_2023-04-21_e138d710-26ce-470a-ae39-536735a60196.pdf

URBAN LOGISTICS REIT PLC

RECOMMENDED PROPOSALS FOR AMENDMENTS TO THE MANAGEMENT ARRANGEMENTS OF THE COMPANY

AND

NOTICE OF GENERAL MEETING

Cautionary note regarding forward-looking statements

TABLE OF CONTENTS

EXPECTED TIMETABLE

NOTES:

URBAN LOGISTICS REIT PLC

Recommended proposals for amendments to the management arrangements of the Company

Notice of General Meeting

1. Introduction

the "Proposals".

2. Background to, and reasons for, the Proposals

a. Current arrangements and historic performance

Current arrangements

The Existing AIFM

LTIP

M1 Agency

Historic performance

Strong financial performance

Robust balance sheet

High quality portfolio with significant asset management potential

b. Board deliberations

3. Proposed new management and advisory arrangements

a. Director changes

b. The Investment Adviser

The Investment Adviser team

Jonathan Gray – Non-executive Chairman (with effect from completion of the Proposals)

Richard Moffitt – Chief Executive Officer

Christopher Turner – Property Director

Justin Upton – Chief Investment Officer

Michael Perkins – Chief Financial Officer

Jamie Waldegrave – Chief Operating Officer

The Investment Advisory Agreement

Reorganisation of the Investment Adviser

c. AIFM

4. Related party transactions

5. General Meeting

6. Action to be Taken

7. Recommendation

PART II – RISK FACTORS

No guarantee that the Proposals will be implemented

The performance of the Company depends on the ability of the Investment Adviser to provide competent, attentive and efficient services and accurate information to the Company

The past performance of the Company cannot be relied upon as an indicator of future performance

G10 Capital and the Investment Adviser may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of their activities on behalf of the Company

PART III – ADDITIONAL INFORMATION

1. Responsibility

2. The Company

3. Directors and company secretary

a. Directors and company secretary

b. Richard Moffitt appointment letter

c. Interest in Ordinary Shares

4. Major Shareholders

5. The proposed AIFM

6. The Investment Adviser

7. Investment strategy and process

a. Investment strategy

b. Investment process

Review and approval

Investment monitoring

Holding and exit strategy

8. Conflicts of Interest

9. Calculation of Net Asset Value

10. LTIP and other related party transactions

a. The LTIP

b. M1 Agency

11. Material Contracts

a. The AIFM Agreement

b. The Investment Advisory Agreement

c. The PCP2 Deed

d. The Existing AIFM Agreement

12. Significant change

13. Consents

14. Documents available for inspection

PART IV – DEFINITIONS

URBAN LOGISTICS REIT PLC

Urban Logistics REIT PLC Proxy Solicitation & Information Statement 2023