SEGRO PLC : Publication of Scheme Document

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

1 September 2026

RECOMMENDED BEST AND FINAL[*]

 SHARE OFFER WITH A PARTIAL CASH ALTERNATIVE

for

SEGRO PLC (“SEGRO”)

by

PROLOGIS, INC. (“PROLOGIS”)

to be effected by means of a scheme of arrangement of SEGRO
under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 4 August 2026, the boards of SEGRO and Prologis announced that they had reached agreement on the terms of a recommended share offer with a partial cash alternative, pursuant to which Prologis, Prologis, L.P. and/or a wholly owned subsidiary (or subsidiaries) of Prologis or Prologis, L.P. will acquire the entire issued and to be issued ordinary share capital of SEGRO (the “Combination”). The Combination is to be effected by way of a Court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the Companies Act 2006 (the “Companies Act”).

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to time in this announcement are to London (United Kingdom) times unless stated otherwise.

Publication and posting of the Scheme Document

SEGRO announces that a circular in relation to the Scheme (the “Scheme Document”) has been published today containing, among other things, a letter from the Chair of SEGRO, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by SEGRO Shareholders.

Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document and related documentation will be made available on SEGRO's website at www.segro.com/investors and on Prologis' website at https://ir.prologis.com. A copy of the Scheme Document will also be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/na­tional­stor­agemechanism.

Hard copies of the Scheme Document (or, depending on individual SEGRO Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed), together with the relevant Forms of Proxy for the Court Meeting and the General Meeting and (where applicable) a Form of Election in respect of the Partial Cash Alternative are being sent to SEGRO Shareholders. For information only, the Scheme Document will also be sent, or made available, to persons with information rights and to the holders of awards and options under the SEGRO Share Schemes.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majorities of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible SEGRO Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting. The Scheme is also subject to the satisfaction or, where applicable, waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, both of which will be held at the offices of UBS at 5 Broadgate, London, EC2M 2QS on 28 September 2026, are set out in the Scheme Document. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned).

Any changes to the arrangements for the Court Meeting and/or the General Meeting will be communicated to SEGRO Shareholders before the relevant Meeting, including through SEGRO's website at www.segro.com/investors and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders.

You are therefore strongly encouraged to complete, sign and return your Forms of Proxy or, alternatively, submit your proxy by electronic means, for both the Court Meeting and the General Meeting, as soon as possible. The completion and return of the Forms of Proxy, or the appointment of a proxy using any other procedure set out in the Scheme Document, will not prevent you from attending and voting at the Court Meeting or the General Meeting, or any adjournment or postponement thereof, if you are entitled to and wish to do so. Scheme Shareholders and SEGRO Shareholders are also strongly encouraged to appoint the Chair of the Meetings as their proxy for the relevant Meeting. This will ensure that your vote will be counted if you (or any other proxy you might otherwise appoint) are not able to attend the Meetings.

Details in respect of the Partial Cash Alternative (including action required in order to elect for the Partial Cash Alternative) are detailed in the Scheme Document.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events in relation to the Scheme which is also set out in the Appendix to this announcement.

The Scheme remains conditional on the approval of the requisite majorities of Scheme Shareholders at the Court Meeting and SEGRO Shareholders at the General Meeting and the satisfaction or, where applicable, waiver of the other Conditions set out in the Scheme Document (including the sanction of the Court).

It is expected that the Scheme will become Effective in the first half of 2027, subject to the satisfaction or, where applicable, waiver of the Conditions set out in the Scheme Document. SEGRO will make further announcements through a Regulatory Information Service, with such announcements also being made available on SEGRO's website at www.segro.com/investors, in relation to the expected Scheme timetable as appropriate in respect of the relevant regulatory approvals upon which the Combination is conditional.

If the Scheme is sanctioned as outlined above, the last day of dealings in, and registration of transfers of, SEGRO Shares on the Main Market of the London Stock Exchange and Euronext Paris is expected to be the day of the Court Hearing, and no transfers shall be registered after 6.00 p.m. (London time) on that date. It is intended that, subject to the Scheme becoming Effective, SEGRO shall make an application for the cancellation of trading of SEGRO Shares on the Main Market and for the cancellation of the listing of SEGRO Shares on the Official List as well as the cancellation of the listing of SEGRO Shares on Euronext Paris, in each case to take effect on the Business Day following the Effective Date.

Recommendation

The SEGRO Directors, who have been so advised by Evercore and Morgan Stanley as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. In providing their advice to the SEGRO Directors, Evercore and Morgan Stanley have taken into account the commercial assessments of the SEGRO Directors. Evercore and Morgan Stanley are providing independent financial advice to the SEGRO Directors for the purposes of Rule 3 of the Code. The SEGRO Directors have also received financial advice from Goldman Sachs and UBS.

Accordingly, the SEGRO Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that SEGRO Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the SEGRO Directors who hold SEGRO Shares have irrevocably undertaken to do in respect of their own personal beneficial holdings amounting in aggregate to 3,331,443 SEGRO Shares and representing approximately 0.245 per cent. of the issued share capital of SEGRO as at 28 August 2026 (being the Latest Practicable Date).

SEGRO Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

SEGRO Share Schemes

Joint letters from SEGRO and Prologis are being sent today to participants in SEGRO Share Schemes to which Rule 15 of the Takeover Code applies regarding the effect of the Combination on their rights under the SEGRO Share Schemes and the arrangements applicable to them and setting out an appropriate proposal pursuant to Rule 15 of the Takeover Code (the “Share Scheme Notices”). The Share Scheme Notices will be made available on SEGRO's website at www.segro.com/investors and on Prologis' website at https://ir.prologis.com. Substantially equivalent letters will be sent in due course to participants in SEGRO Share Schemes to which Rule 15 of the Takeover Code does not apply.

Additional information for SEGRO Shareholders

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or Form of Election, or how to submit your proxies or Partial Cash Alternative election through CREST or via electronic means, please visit https://shareview.info/segroshareoffer/ or contact SEGRO's Registrar, Equiniti, by calling the Shareholder Helpline on +44 (0) 371 384 2614. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). For deaf and speech impaired shareholders, Equiniti welcomes calls via Relay UK. Please see www.relayuk.bt.com for more information. Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that calls to Equiniti may be monitored or recorded and no advice on the Combination or its merits, nor any legal, taxation or financial advice, can be given.

Enquiries:

SEGRO plc
Susanne Schroeter, Chief Financial Officer
Claire Mogford, Head of Investor Relations
+44 (0) 20 3887 4300
+44 (0) 7710 153 974
+44 (0) 20 7451 9048
Evercore (Joint Lead Financial Adviser)
Simon Warshaw
Kunal Ranpara
Ella Brown
+44 (0) 20 7653 6000
Morgan Stanley (Joint Lead Financial Adviser and Joint Corporate Broker)
Nick White
Anthony Zammit
Tom Perry
+44 (0) 20 7425 8000
UBS (Financial Adviser and Joint Corporate Broker)
Jonathan Retter
Jonathan Rowley
Aadhar Patel
+44 (0) 20 7567 8000
Goldman Sachs (Financial Adviser)
Anthony Gutman
Trent Wilkins
Tom Macdonald
+44 (0) 20 7774 1000
FTI Consulting
Richard Sunderland
Ed Bridges
Alex Le May
+44 (0) 7894 797 067
+44 (0) 7768 216 607
+44 (0) 7702 443 312

Prologis, Inc.
Tim Arndt, Chief Financial Officer
Justin Meng, Global Head of Investor Relations & Strategic Initiatives
Jennifer Nelson, Senior Vice President, Global Communications
 
+1 (415) 394-9000
+1 (347) 544-1393
+1 (510) 708-8462
Rothschild & Co (Joint Lead Financial Adviser)
Alex Midgen
Matthew Greenberger
Sam Green
Jake Shackleford
+44 (0) 207 280 5000
J.P. Morgan (Joint Lead Financial Adviser)
James Robinson
Saravanan Nagappan
Thomas Grier
Matt Smith
+44 (0) 20 3493 8000
Eastdil Secured Savills (Joint Lead Financial Adviser)
Max von Hurter
Seb Heley
+44 (0) 20 7074 4950
BofA Securities (Financial Adviser)
Ed Peel
Stephen Little
Geoff Iles
Jeff Horowitz
+44 (0) 20 7628 1000
Citigroup Global Markets Limited (Financial Adviser) +44 (0) 20 7986 4000
Andy Richard
Ashish Agrawal
Matthew Jarman
Richard Abel
 
Brunswick Group
Simon Sporborg
Nina Coad
Stuart Hudson
+44 (0) 20 7404 5959

Slaughter and May is acting as legal adviser to SEGRO.

Linklaters LLP is retained as legal adviser to Prologis.

Willkie Farr & Gallagher LLP is acting as legal adviser to Prologis with respect to US securities laws.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on SEGRO's and Prologis' current expectations regarding dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to SEGRO Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event Time and/or date(1)
Publication of the Scheme Document 1 September 2026
Latest time for lodging Forms of Proxy for the:  
Court Meeting (BLUE form) 11.00 a.m. on 24 September 2026 (2)
General Meeting (YELLOW form) 11.15 a.m. on 24 September 2026 (3)
Voting Record Time for the Court Meeting and the General Meeting 6.30 p.m. on 24 September 2026 (4)
Court Meeting 11.00 a.m. on 28 September 2026
General Meeting 11.15 a.m. on 28 September 2026 (5)
The following dates and times associated with the Scheme are indicative only and are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. SEGRO will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on SEGRO's website at https://www.segro.com/investors. See also note (1).
SEGRO's 2027 annual general meeting at which SEGRO Shareholders would consider, and if thought fit declare, the 2026 Final Dividend (the “Dividend GM”) a date expected to be prior to the end of March 2027(6)
Publication of the Prologis UK Prospectus a date prior to the Court Hearing (to sanction the Scheme)
Court Hearing (to sanction the Scheme) a date expected to be in H1 2027, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and which, in any event (subject to the availability of the Court), is expected to be no later than the 21st day following the later of (i) the date of satisfaction (or, if applicable, waiver) of the final outstanding Regulatory Condition; and (ii) the earlier of: (a) 30 April 2027; and (b) five (5) Business Days after the Dividend GM, and, in any event, prior to the Long Stop Date (“D”)
Last day of dealings in, and registrations of transfers of, and disablement in CREST of, SEGRO Shares D
Election Return Time (being the latest time for receipt of Forms of Election or Electronic Elections from CREST holders) 6.00 p.m. on D
Scheme Record Time 6.00 p.m. on D
Effective Date of the Scheme D+1(7)
Suspension of listing of, and dealings in, SEGRO Shares on the London Stock Exchange and Euronext Paris 7.30 a.m. on D+1
Issue of New Prologis Shares after 5.00 p.m. (New York time) on D+1
Cancellation of listing of SEGRO Shares on the London Stock Exchange and on Euronext Paris by 8.00 a.m. on D+2
Admission of, and commencement of dealings in, Prologis Shares on the London Stock Exchange by 8.00 a.m. on D+2
Admission of, and commencement of dealings in, New Prologis Shares on the New York Stock Exchange by 9.30 a.m. (New York time) on D+2
New Prologis Shares registered through DRS (in respect of New Prologis Shares held by former certificated SEGRO Shareholders) on or as soon as possible after 9.30 a.m. (New York time) on D+2 but not later than 14 days after the Effective Date (or such other period as may be approved by the Panel)
Prologis DIs issued by the DI Depository and credited to CREST accounts (in respect of New Prologis Shares held by former uncertificated SEGRO Shareholders through CREST) and Prologis DIs credited to the relevant CSN Facility accounts on or as soon as possible after 9.30 a.m. (New York time) on D+2 but not later than 14 days after the Effective Date (or such other period as may be approved by the Panel)
Despatch of statements of entitlement to New Prologis Shares held through DRS (in respect of Scheme Shares held in certificated form only) within 14 days after the Effective Date (or such other period as may be approved by the Panel) (“P”)
Despatch of electronic payments, cheques and/or crediting of CREST for cash consideration due under the Scheme (less any cash withheld under applicable tax law) (including any cash due in relation to the sale of fractional entitlements and the sale of Restricted Shareholder entitlements) on or before P
Despatch of CSN Facility Statements on or before P
Long Stop Date 4 August 2027 (unless extended to 4 April 2028 in accordance with the Co-operation Agreement) or, in each case, as otherwise agreed or directed(8)
(1) The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to SEGRO Shareholders by announcement through a Regulatory Information Service.
Participants in the SEGRO Share Schemes will be contacted separately to inform them of the effect of the Scheme on their rights under the SEGRO Share Schemes, including details of any dates and times relevant to them.
(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK). BLUE Forms of Proxy not so lodged may be: (i) scanned and emailed to Equiniti at the following proxyvotes@equiniti.com; or (ii) handed to Equiniti or the Chair of the Court Meeting before the start of the Court Meeting.
(3) YELLOW Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK).
(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the day which is two days prior to the date of the adjourned meeting (excluding any part of such two day period falling on a weekend or public holiday in the UK).
(5) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(6) For the avoidance of doubt, in accordance with the terms of the Co-operation Agreement, SEGRO will not be required to convene the Court Hearing (to sanction the Scheme) and/or deliver the Court Order to the Registrar of Companies (thereby bringing about the Effective Date) prior to 30 April 2027 (or, if earlier, the date which is five (5) Business Days after the Dividend GM). This is intended to ensure that there is sufficient opportunity in H1 2027 to convene and hold the Dividend GM and declare the 2026 Final Dividend such that SEGRO Shareholders can receive and retain it prior to the Effective Date.
(7) The Scheme shall become effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and prior to the suspension of trading in SEGRO Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
(8) If having complied with its obligations under Clause 4.3(A) of the Co-operation Agreement, Prologis so notifies SEGRO, then the 4 August 2027 date shall be extended to 4 April 2028. In either case, such date may be extended if: (i) agreed in writing by SEGRO and Prologis (with the Panel's consent, if required); or (ii) directed by the Panel (in each case, as the Court may approve (if such approval is required)). For the avoidance of doubt, the Long Stop Date is the latest date by which the Scheme may become effective.
All references to times are to London time unless otherwise stated. All dates by reference to “D-1”, “D+1”, and “D+2” will be to the date falling the number of indicated Business Days immediately prior to or after date D, as indicated above.

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in contravention of applicable law, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Combination will be implemented solely in accordance with the Scheme Document (or, in the event that the Combination is to be implemented by means of an Offer, the offer document), which contains the full terms and conditions of the Combination, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Combination should be made solely on the basis of the information contained in the Scheme Document, the Rule 2.7 Announcement, the Forms of Proxy and the Form of Election.

The Combination shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the New York Stock Exchange, United States federal securities laws, and the Financial Conduct Authority.

This announcement does not constitute a prospectus or prospectus-equivalent document or a prospectus exempted document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority (the “FCA”) in the UK, is acting exclusively as lead financial adviser to SEGRO and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than SEGRO for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with SEGRO or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively as lead financial adviser and corporate broker for SEGRO and for no one else in connection with the Combination and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than SEGRO for providing the protections afforded to its clients or for providing advice in relation to the Combination, the contents of this announcement or any other matters referred to in this announcement.

Goldman Sachs International (“Goldman Sachs”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to SEGRO and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than SEGRO for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with matters referred to in this announcement or any matter referred to herein.

UBS AG London Branch (“UBS”) is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as corporate broker and financial adviser to SEGRO and no one else in connection with the Combination. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Combination, the contents of this announcement or any other matter referred to herein.

N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the FCA in the United Kingdom, J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan”), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, Eastdil Secured International Limited (“Eastdil Secured Savills” or “ESI”), which is authorised and regulated by the FCA in the United Kingdom, Merrill Lynch International (“BofA Securities”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Citigroup Global Markets Limited (“Citi”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, are acting exclusively as financial advisers to Prologis and no one else in connection with the Combination and shall not be responsible to anyone other than Prologis for providing the protections afforded to their respective clients nor for providing advice in connection with the Combination or any matter referred to herein. Neither Rothschild & Co, J.P. Morgan, Eastdil Secured Savills, BofA Securities or Citi, nor any of their respective affiliates, directors or employees, owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of theirs in connection with the Combination, any statement contained herein or otherwise.

Overseas shareholders

The availability of the Combination to SEGRO Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. It is the responsibility of any person outside the United Kingdom into whose possession this announcement, the Scheme Document and/or any accompanying documents (in whole or in part) comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Combination, including obtaining any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

The release, publication or distribution of this announcement, the Scheme Document and/or any accompanying documents (in whole or in part) in or into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement and/or any accompanying documents (in whole or in part) comes should inform themselves about, and observe, any such restrictions in such jurisdictions (including, for the avoidance of doubt, Restricted Jurisdictions). Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither this announcement, the Scheme Document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Combination or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Unless otherwise determined by Prologis or required by the Code and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any such use, means, instrumentality or form (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Scheme Document and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement, the Scheme Document and all documents relating to the Combination (including custodians, nominees and trustees) must observe these restrictions and must not mail, forward or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. Doing so may render invalid any purported vote in respect of the Combination.

Any information given in this announcement is general information only and does not constitute financial product advice. This announcement does not take into account your personal circumstances, needs or objectives.

Additional information related to U.S. law

The Combination relates to an offer for the shares of an English company and is being effected by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Combination, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act and is exempt from the registration requirements under the U.S. Securities Act. Accordingly, the Combination and the Scheme will be subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company incorporated in the UK and listed on the London Stock Exchange's Main Market for listed securities, which differ from the disclosure requirements of the U.S. tender offer rules and the proxy solicitation rules and the registration requirements under the U.S. Securities Act.

The New Prologis Shares to be issued pursuant to the Combination have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold by Prologis in the U.S. absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New Prologis Shares to be issued pursuant to the Combination will be issued pursuant to the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. New Prologis Shares issued to persons other than “affiliates” of Prologis or the Combined Group (defined generally as certain control persons, within the meaning of Rule 144 under the U.S. Securities Act) will be freely transferable under U.S. federal securities laws after the Combination. Persons (whether or not U.S. persons) who, within 90 days prior to the Effective Date, are or, after the Effective Date, will be “affiliates” of Prologis or the Combined Group, respectively, will be subject to certain transfer restrictions relating to the New Prologis Shares under U.S. federal securities laws. In the event that Prologis exercises its right to implement the Combination by way of an Offer or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, such Offer will be made in compliance with all applicable U.S. laws and regulations and may require registration. In such event, Prologis expects to file a registration statement with the SEC containing a prospectus/offer to exchange with respect to the issuance of the New Prologis Shares. In this event, SEGRO Shareholders are urged to read such documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to all such documents, carefully and in their entirety, if and when they become available, because they will contain important information. Such documents (if and when available) will be available free of charge at the SEC's website at www.sec.gov or by directing a written request to Prologis' Investor Relations team by mail at Pier 1, Bay 1, San Francisco, CA 94111 or by visiting Prologis' investor relations website at https://ir.prologis.com.

For the purpose of qualifying for the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, SEGRO will advise the Court that its sanctioning of the Scheme will be relied on by Prologis as an approval of the Scheme following a hearing on its fairness to SEGRO Shareholders, at which Court Hearing all SEGRO Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification will be given to all such holders.

Neither the SEC, any U.S. state securities commission, nor any other U.S. regulatory authority has approved or disapproved of the New Prologis Shares to be issued in connection with the Combination, nor have such authorities determined if this announcement is accurate or complete or has passed upon the fairness or merits of the proposal described herein. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal United Kingdom practice (and, in the event the Combination is to be implemented by way of an Offer, in accordance with Rule 14e-5(b) under the U.S. Exchange Act), Prologis or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of SEGRO outside of the U.S., other than pursuant to the Combination, until the date on which the Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases by Prologis will not be made at prices higher than the price of the Combination provided in the Scheme Document unless the price of the Combination is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Combination, and other information published by Prologis, any member of the Prologis Group, SEGRO or any member of the SEGRO Group and that are not historical facts are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Exchange Act. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and SEGRO operate as well as management's beliefs and assumptions regarding the business strategies and the environment in which Prologis, any member of the Prologis Group, SEGRO, any member of the SEGRO Group or the Combined Group will operate in the future. Such statements involve uncertainties that could significantly impact Prologis' or SEGRO's financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “designs,” “aims,” “would,” “should,” “could,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Prologis or SEGRO expects or anticipates will occur in the future – including statements relating to the Combination, rent and occupancy growth, acquisition and development activity, including data centre developments and power procurement related thereto, contribution and disposition activity, general conditions in the geographic areas where Prologis and SEGRO operate, expectations regarding new lines of business, Prologis' and SEGRO's respective debt, capital structure and financial position, Prologis' or SEGRO's ability to earn revenues from co-investment ventures or form new co-investment ventures and the availability of capital in existing or new co-investment ventures – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis and SEGRO believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither Prologis nor SEGRO can give any assurance that these expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis' and SEGRO's ability to complete the Combination on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties relating to satisfying the Conditions; (ii) the effect of the Combination on the ability of Prologis and SEGRO to operate their respective businesses and retain and hire key personnel and to maintain favourable business relationships; (iii) failure to realise expected benefits or synergies of the Combination; (iv) significant transaction costs and/or unknown or inestimable liabilities; (v) the risk of shareholder litigation in connection with the Combination, including resulting expense or delay; (vi) the risk that SEGRO's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (vii) risks related to future opportunities and plans for the Combined Group, including the uncertainty of expected future financial performance and results of the Combined Group following the Effective Date; (viii) risks related to the market value of the New Prologis Shares, including foreign currency exchange rates; (ix) other risks related to the completion of the Combination and actions related thereto; (x) international, national, regional and local economic and political climates and conditions; (xi) changes in global financial markets, interest rates and foreign currency exchange rates; (xii) increased or unanticipated competition for Prologis' or SEGRO's properties; (xiii) risks associated with acquisitions, dispositions and development of properties, including those specific to data centre development and the integration of the operations of significant real estate portfolios; (xiv) maintenance of REIT status by each of Prologis and SEGRO, tax structuring and changes in income tax laws and rates; (xv) availability of financing and capital, the levels of debt that Prologis and SEGRO maintain and their credit ratings; (xvi) risks related to Prologis' and SEGRO's investments in and management of their co-investment ventures, including ability to establish new co-investment ventures; (xvii) risks of doing business internationally, including currency risks; (xviii) environmental uncertainties, including risks of natural disasters; (xix) risks related to global pandemics; and (xx) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis' Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequent documents filed with the SEC (together with each of the factors described in detail in SEGRO's 2025 annual report under the heading “Principal Risks”). None of Prologis, the Prologis Group, SEGRO or the SEGRO Group undertake any duty to update any forward-looking statements appearing in this announcement except as may be required by law.

None of Prologis, any member of the Prologis Group, SEGRO, any member of the SEGRO Group nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Prologis, any member of the Prologis Group, SEGRO, any member of the SEGRO Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts, profit estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share, for SEGRO or Prologis, respectively, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for SEGRO or Prologis, respectively.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by SEGRO Shareholders, persons with information rights and other relevant persons for the receipt of communications from SEGRO may be provided to Prologis during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Code shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SEGRO's website at www.segro.com/investors and on Prologis' website at https://ir.prologis.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

SEGRO Shareholders, persons with information rights and optionholders may request a hard copy of this announcement (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by contacting SEGRO's registrars, Equiniti Limited, by writing to them at Highdown House, Yeoman Way, Worthing, BN99 6DA, United Kingdom or by calling them on +44 (0) 371 384 2186 during business hours 9.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Combination are sent to them in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.


[*] The financial terms of the Combination are final and will not be increased, except that Prologis reserves the right to increase and/or otherwise improve the financial terms of the Combination if: (i) there is an announcement on or after the date of the Scheme Document of an offer or possible offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for SEGRO by a third party offeror(s) or potential offeror(s) (whether identified or not), or (ii) the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.



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