Form 8-K

8-K — Prologis, Inc.

Accession: 0001104659-26-089980

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001045609

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2621154d2_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2621154d2_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2621154d2_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 4, 2026

PROLOGIS,

INC.

PROLOGIS,

L.P.

(Exact name of registrant

as specified in charter)

Maryland

(Prologis, Inc.)

001-13545

(Prologis, Inc.)

94-3281941

(Prologis, Inc.)

Delaware

(Prologis, L.P.)

001-14245

(Prologis, L.P.)

94-3285362

(Prologis, L.P.)

(State

or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification

No.)

Pier

1, Bay

1, San

Francisco, California

94111

(Address

of Principal Executive Offices)

(Zip

Code)

Registrants’ Telephone Number, including

Area Code: (415) 394-9000

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name of Each Exchange on Which

Registered

Prologis, Inc.

Common

Stock, $0.01 par value

PLD

New

York Stock Exchange

Prologis, L.P.

2.250%

Notes due 2029

PLD/29

New

York Stock Exchange

Prologis, L.P.

5.625%

Notes due 2040

PLD/40

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK

0001045610

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-08-04

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Co-Registrant Entity Emerging Growth Company

false

Co-Registrant AddressLine1

Pier

Co-Registrant AddressLine2

Bay

Co-Registrant City

San

Francisco

Co-Registrant State

California

Co-Registrant ZipCode

94111

Co-Registrant CityAreaCode

415

Co-Registrant LocalPhoneNumber

394-9000

Item 1.01 Entry Into a Material Definitive

Agreement.

On August 4, 2026, Prologis, Inc.

(“Prologis” or the “Company”), issued an announcement (the “Rule 2.7 Announcement”), pursuant

to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) disclosing the terms of a recommended

offer by the Company to acquire (the “Combination”) the entire issued and to be issued share capital of SEGRO plc (“SEGRO”).

In connection with the Combination, on August 4, 2026, the Company and SEGRO entered into a Co-operation Agreement (the “Co-operation

Agreement”).

Rule 2.7 Announcement

Pursuant to the Combination,

SEGRO shareholders will receive 0.0920 shares of common stock of the Company, par value $0.01 per share (the “New Prologis Shares”),

for each SEGRO ordinary share. SEGRO shareholders may elect to receive cash in lieu of some or all of their New Prologis Shares consideration,

subject to the terms of the partial cash alternative. The maximum aggregate amount of cash available under the partial cash alternative

is approximately £3.5 billion (the “Maximum Cash Amount”). Each SEGRO shareholder’s basic entitlement under the

partial cash alternative is equal to 25% of the fixed price of 1,031.7 pence per SEGRO ordinary share. Accordingly, a SEGRO shareholder

electing to receive only its basic entitlement would receive 258 pence in cash and 0.0690 New Prologis Shares for each SEGRO ordinary

share. SEGRO shareholders may elect to receive less than or more than their basic entitlement. Elections to receive cash in excess of

the basic entitlement will be scaled back on a pro rata basis if aggregate cash elections exceed the Maximum Cash Amount. SEGRO shareholders

who do not elect to participate in the partial cash alternative will receive 0.0920 New Prologis Shares for each SEGRO ordinary share.

The cash consideration payable under the partial cash alternative will be funded through a committed term loan facility (described below),

together with existing liquidity and other available sources of funding.

Based on Prologis’

closing share price of $149.94 and a GBP:USD exchange rate of 1.3371 on July 21, 2026 (the last practicable date prior to the announcement

of Prologis’ best and final proposal on July 22, 2026) and assuming that the partial cash alternative is fully taken up, the

Combination values each SEGRO ordinary share at 1,031.7 pence and the entire issued and to be issued ordinary share capital of SEGRO

at approximately £14.0 billion. Assuming the partial cash alternative is fully taken up, and based on Prologis’ shares outstanding

on a fully diluted basis as at August 3, 2026, SEGRO shareholders would hold approximately 8.9% of the combined group following

the closing of the Combination. If no elections are made for the partial cash alternative, SEGRO shareholders would hold approximately

11.5% of the combined group following the closing of the Combination.

SEGRO shareholders will

also be entitled to receive and retain the 2026 interim dividend of up to 10.14 pence for each SEGRO ordinary share and any 2026

final cash dividend of up to 22.56 pence for each SEGRO ordinary share. Should the timetable extend beyond the

anticipated date for closing of the Combination, SEGRO shareholders will also be entitled to receive and retain any 2027 interim and

final cash dividend of up to 10.55 pence and up to 23.52 pence, respectively, for each SEGRO ordinary share. The payment of such

dividends will not reduce the consideration payable under the terms of the Combination.

In connection with the Combination,

the Company will also seek a secondary listing of its common stock on the London Stock Exchange.

The Combination is subject

to conditions and certain further terms, including, among other things: (i) the approval of the Scheme (defined below) by a majority

in number of SEGRO shareholders who are present and vote (either in person or by proxy) and who represent not less than 75% in value

of the SEGRO shares voted by those SEGRO shareholders, and approval by the requisite majority of SEGRO shareholders at the general meeting;

(ii) the sanction of the Scheme by the High Court of Justice in England and Wales (the “Court”); (iii) the Scheme

becoming effective no later than the “Long Stop Date” (defined in the Rule 2.7 Announcement); (iv) the receipt

of certain required antitrust and other regulatory approvals; (v) confirmation having been received by the Company that the New

Prologis Shares to be issued to SEGRO shareholders in the Combination (the “Share Issuance”) have been approved for listing,

subject to official notice of issuance, on the New York Stock Exchange; and (vi) acknowledgment having been received by the Company

that the application for admission of Prologis common stock has been approved and that the Prologis common stock will be admitted to

trading on the Main Market for listed securities of the London Stock Exchange. The conditions to the Combination are set out in full

in the Rule 2.7 Announcement. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the Combination

will be completed in the first half of 2027.

The Combination will be implemented

by means of a court-sanctioned scheme of arrangement (the “Scheme”) between SEGRO and SEGRO shareholders under the UK Companies

Act 2006, as amended (the “Companies Act”). The Company reserves the right, subject to the prior consent of the U.K. Panel

on Takeovers and Mergers (the “Panel”) (if required) and subject to the terms of the Co-operation Agreement, to elect to

implement the Combination by way of a takeover offer (as such term is defined in the Companies Act).

Co-operation Agreement

Pursuant to the Co-operation

Agreement, Prologis has agreed to use best endeavors to satisfy, or procure the satisfaction of, all regulatory clearances and authorizations

as soon as is reasonably practicable to enable the Effective Date to occur by the Long Stop Date, subject to customary exceptions. Prologis

and SEGRO have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in relation

to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorizations. The “Effective

Date” means the date upon which either: (a) the Scheme becomes effective in accordance with its terms or (b) if the Company

elects to implement the Combination by way of a takeover offer in accordance with the terms of the Co-operation Agreement, the takeover

offer becomes or is declared unconditional in accordance with the requirements of the Code.

The Co-operation Agreement

provides that Prologis and SEGRO intend to implement the Combination by way of the Scheme, subject to the ability of Prologis to switch

to a takeover offer in accordance with and subject to the terms of the Co-operation Agreement. Prologis has agreed to provide SEGRO with

certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document. The

Co-operation Agreement also contains provisions that shall apply in respect of SEGRO shareholders’ dividend entitlements and SEGRO

directors’ and officers’ insurance, as well as the SEGRO share schemes, other incentive arrangements and other employee-related

matters (further details of which will be provided in the Scheme Document).

The Co-operation Agreement

may be terminated:

·                 if

Prologis and SEGRO so agree in writing;

·                 upon

service of notice by Prologis to SEGRO where (among other things) the SEGRO directors withdraw, adversely modify or qualify its recommendation

in respect of the Combination; and

·                 upon

service of written notice by either Prologis or SEGRO to the other if: (i) a competing offer becomes effective or is declared or

becomes unconditional; (ii) the Combination is withdrawn, terminates or lapses in accordance with its terms; (iii) prior to

the Long Stop Date, Prologis invokes a condition (in circumstances where invocation of the relevant condition is permitted by the Panel);

(iv) the Scheme is not approved at the court meeting, the resolutions to be proposed at the general meeting are not passed or the

Court refuses to sanction the Scheme; and (v) unless otherwise agreed by Prologis and SEGRO in writing or required by the Panel,

the Effective Date has not occurred by the Long Stop Date.

The foregoing summaries of

the Co-operation Agreement, the Rule 2.7 Announcement and the Combination contemplated thereby do not purport to be complete and

are subject to, and qualified in their entirety by, the full text of the Co-operation Agreement, including the Rule 2.7 Announcement

attached as Schedule 1 thereto, which has been filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Term Loan Facility

On August 4, 2026, and

in connection with the Combination, Prologis, L.P. (the “Operating Partnership”) entered into a Term Loan Credit Agreement

(the “Term Loan Facility”) with various lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the Term

Loan Facility, the Operating Partnership and various affiliates thereof (collectively the “Borrowers”) may obtain loans in

connection with the consummation of the Combination in pounds sterling or Euro not exceeding £3,575,000,000.

The Term Loan Facility is

scheduled to mature one year after the initial borrowing of loans thereunder (the “Initial Maturity Date”), but the Operating

Partnership may, at its option and subject to payment of an extension fee, extend the Initial Maturity Date for one year on two occasions

(to the first anniversary of the Initial Maturity Date and the second anniversary of the Initial Maturity Date, respectively). Pricing

under the Term Loan Facility, including the spread over the applicable benchmark rate and the rates applicable to the undrawn fees, varies

based upon the public debt ratings of the Operating Partnership as in effect from time to time. As of the effective date of the Term

Loan Facility, the spread was 70 basis points. The Term Loan Facility contains customary representations, covenants (including certain

financial tests applicable to the Operating Partnership) and defaults (including a cross-acceleration to other recourse indebtedness

of more than $150,000,000). The Operating Partnership has unconditionally guaranteed all obligations of each other borrower under the

Term Loan Facility. Pursuant to the terms of the Term Loan Facility, Prologis, Inc. is not required to guarantee the obligations

of the borrowers under the Term Loan Facility unless Prologis, Inc. incurs any indebtedness that is not in existence as of the date

of the Term Loan Facility or guarantees any indebtedness that is not guaranteed by Prologis, Inc. as of the date of the Term Loan

Facility.

The Term Loan Facility has

been filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Term

Loan Facility set forth in Item 1.01 above is hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity

Securities.

The information in Item 1.01

above with respect to the portion of the consideration payable in New Prologis Shares pursuant to the Combination is hereby incorporated

by reference. The New Prologis Shares to be issued as consideration for the Combination will be issued to SEGRO shareholders in reliance

on the exemption from registration provided by Section 3(a)(10) of the Securities Act or 1933, as amended (the “Securities

Act”).

Item 8.01 Other Events.

The Company is including

the below update for the purpose of supplementing and updating the “Risk Factors” disclosure contained in its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025.

Risk Factors

The combination with SEGRO plc may be subject

to delay or may not occur, due to closing conditions and other uncertainties.

We currently anticipate that

the combination with SEGRO plc ("SEGRO") will be completed in the first half of 2027. Completion of the combination remains

subject to the satisfaction or waiver of certain conditions, and there can be no assurance as to when, or whether, those conditions will

be satisfied. A number of these conditions are outside of our control, and it is possible that additional uncertainties may arise. If

completion of the combination is delayed or does not occur, we may experience less favorable reactions from the financial markets or

from our tenants, vendors, employees, co-investors, strategic capital partners or other key stakeholders.

Prologis may face challenges in integrating

the operations of SEGRO, and the anticipated benefits or cost savings of the combination may take longer than expected to achieve, or

may not be fully realized.

The combination will bring

together two companies that currently operate as independent public companies. Prologis expects to realize benefits related to the combination,

but it may encounter certain challenges in integrating the personnel, operations and systems of SEGRO, which will require meaningful

resources and management attention. In addition, the combination may give rise to liabilities that are not currently known, or to expenses,

delays or regulatory conditions that are greater than currently anticipated.

For example, completion of

the combination is conditioned on obtaining certain governmental and regulatory approvals. In granting these approvals, the relevant

agencies may impose requirements, limitations or costs, or may require divestitures or restrictions on how Prologis conducts its business.

Where imposed, these measures could reduce the benefits Prologis anticipates from the combination and could affect its ongoing operations.

While Prologis intends to

work toward a successful integration, there can be no assurance that Prologis and SEGRO will be combined and integrated in a manner that

achieves the anticipated benefits and cost savings within the time frame currently expected, or at all.

Following the combination, holders of Prologis

common stock are expected to hold a smaller ownership and voting interest in the combined company.

As a result of the combination,

Prologis stockholders will have an ownership interest in the combined company that is proportionally smaller than their current interest

in Prologis. Based on Prologis' shares outstanding on a fully diluted basis as of August 3, 2026, we estimate that, upon completion

of the combination, continuing Prologis stockholders will hold approximately 91.1% of the issued and outstanding common stock of the

combined company, assuming full take up of the partial cash alternative, or approximately 88.5% of the issued and outstanding common

stock of the combined company, assuming no take up of the partial cash alternative.

Forward-Looking Statements

The statements in this report

that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E

of the Securities Exchange Act of 1934, as amended. 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, SEGRO or the combined company 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,” “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 expects or anticipates will occur in the future – including statements relating to the Combination,

rent and occupancy growth, acquisition and development activity, including data center 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 believes the expectations reflected

in any forward-looking statements are based on reasonable assumptions, Prologis can give no assurance that its 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 to the Combination; (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 favorable business relationships; (iii) failure

to realize 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 company, including the uncertainty of expected

future financial performance and results of the combined company following completion of the Combination; (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 center development and the integration of the operations of significant

real estate portfolios; (xiv) maintenance of REIT status, 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, in Item 8.01 above under

“Risk Factors” and in subsequent documents filed with the SEC. Prologis undertakes no duty to update any forward-looking

statements appearing in this report except as may be required by law.

Additional Information

Nothing in this report, including

the exhibits hereto, constitutes an offer to buy or a solicitation of an offer to sell any securities, 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. No offering of securities shall be made except by means of a prospectus meeting the requirements

of Section 10 of the Securities Act or pursuant to an exemption from registration under the Securities Act.

The New Prologis Shares to

be issued pursuant to the Scheme will not be registered under the Securities Act or any state securities laws and will be issued pursuant

to the exemption from registration provided by Section 3(a)(10) of the Securities Act and similar exemptions under applicable

state securities laws. If, in the future, Prologis elects to implement the Combination by way of a takeover offer (as such term is defined

in the Companies Act) or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file

a registration statement with the SEC that will contain a prospectus/offer to exchange with respect to the issuance of the New Prologis

Shares. In that event, SEGRO shareholders are urged to read the registration statement, the prospectus/offer to exchange and the other

relevant documents filed with the SEC carefully and in their entirety if and when they become available as they will contain important

information. SEGRO shareholders will be able to obtain free copies of these documents (if and when available) and other documents filed

with the SEC by Prologis through the website maintained by the SEC at http://www.sec.gov and by visiting Prologis’ investor relations

website at https://ir.prologis.com. These documents (if and when available) may also be obtained free of charge from Prologis by requesting

them from Investor Relations by mail at Pier 1, Bay 1, San Francisco, CA 94111.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1

Co-operation Agreement,

dated August 4, 2026, between Prologis, Inc. and SEGRO plc (including the Rule 2.7 Announcement attached as Schedule

1).

10.1

Term Loan Credit Agreement,

dated August 4, 2026, among Prologis, L.P., various lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto

duly authorized.

PROLOGIS, INC.

August 4, 2026

By:

/s/

Alison Butler

Name:

Alison Butler

Title:

Senior Vice President, Head of Corporate Legal

PROLOGIS, L.P.

By: Prologis, Inc., its General Partner

August 4, 2026

By:

/s/

Alison Butler

Name:

Alison Butler

Title:

Senior Vice President, Head of Corporate Legal

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2621154d2_ex2-1.htm · Sequence: 2

Exhibit 2.1

EXECUTION VERSION

Dated: 4 August 2026

PROLOGIS, INC.

and

SEGRO PLC

CO-OPERATION AGREEMENT

Slaughter and May

One Bunhill Row

London

EC1Y 8YY

(CVKB/JODW/OXH/MXQK)

Contents

Interpretation

Publication

of the Announcement and the terms of the Combination

Structure

of the Combination

Undertakings

in relation to satisfaction of the Conditions

Scheme

Document

secondary listing and New Bidder Shares

Implementation

of the Scheme

Conduct

of business

Target

Share Plans and Employee Related Matters

10.

Directors’

and Officers’ Liability Insurance

11.

Code

12.

Invalidity

13.

Termination

14.

Warranties

and Undertakings

15.

Notices

16.

General

Provisions

17.

Governing

Law

18.

Agent

for Service

Schedule

1 Firm Intention Announcement

Schedule

2 Target Share Plans and Employee Related Matters

114

THIS AGREEMENT is

entered into on 4 August 2026

BETWEEN:

1. Prologis, Inc., a corporation

organised under the laws of the State of Maryland, United States, whose principal place of

business is at Pier 1, Bay 1, San Francisco, California 94111, USA (“Bidder”);

and

2. SEGRO

plc, a public limited company incorporated in England and Wales whose registered office

is at 1 New Burlington Place, London W1S 2HR and company number is 00167591 (“Target”),

together referred to as the “parties”

and each as a “party” to this Agreement.

WHEREAS:

(A) Bidder and Target intend, immediately

following execution of this Agreement, to announce Bidder’s firm intention to make

a recommended offer for the entire issued and to be issued share capital of Target (the “Combination”)

on the terms and subject to the conditions set out in the Announcement (as defined below).

(B) The Combination is intended to be effected

by way of a scheme of arrangement of Target pursuant to Part 26 of the Companies Act

(as defined below) (the “Scheme”), provided that Bidder reserves the right,

as set out in the Announcement and this Agreement, to elect to implement the Combination

by way of an Offer (as defined below).

steps to effect the completion of the Combination and wish to enter into this Agreement to

record their respective obligations relating to such matters.

THE PARTIES

AGREE as follows:

1. Interpretation

1.1 In this Agreement each of the following words

and expressions shall have the following meanings:

“Acceptance

Condition”

has

the meaning given to it in Clause 3.2(A);

“Admission”

means admission of all

of the Bidder Shares (including the New Bidder Shares) to: (i) the equity shares (international commercial companies secondary

listing) category of the Official List (in accordance with the UK Listing Rules and FSMA); and (ii) trading on the Main

Market for listed securities of the London Stock Exchange (in accordance with the Admission and Disclosure Standards of the London

Stock Exchange);

“Agreed

Switch”

where

Bidder has exercised its Right to Switch to an Offer in accordance with: (i) Clause 3.1(A); or (ii) Clause 3.1(B), in each

case in circumstances where the Target Board Recommendation is given in respect of that Offer;

“Announcement”

means

the announcement in the agreed form set out in Schedule 1;

“Bidder

Excluded Dividend”

has

the meaning given to it in Clause 2.10(B);

“Bidder

Group”

means

Bidder and its subsidiary undertakings, including its consolidated subsidiaries, and its consolidated and unconsolidated co-investment

ventures and “member of the Bidder Group” shall be construed accordingly;

“Bidder

Permitted Dividend”

has

the meaning given to it in Clause 2.8;

“Bidder

Prospectus”

means

the prospectus, listing particulars or other FCA-approved document (as applicable) required to be published by Bidder in respect

of Admission, including any supplementary prospectus, listing particulars or other equivalent FCA-approved document;

“Bidder

Shareholders”

means

the holders of Bidder Shares from time to time;

“Bidder

Shares”

means

the shares of common stock of $0.01 in the Bidder;

“Business

Day”

means

any day, other than a public holiday, a Saturday or a Sunday, when banks are generally open in London and New York for general banking

business;

“Clearances”

means any and all approvals,

consents, clearances, determinations, permissions, confirmations or waivers that may need to be obtained or received, all applications

and filings that may need to be made or are expedient and all waiting periods that may need to have expired, from or under any Laws

or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party),

in each case, that are necessary and/or expedient to satisfy one or more of the Regulatory Conditions (and any reference to any Clearance

having been “satisfied” shall be construed as meaning that each of the foregoing has been obtained or, where relevant,

made, received or expired) and “Clearance” means any of these;

“CMA”

means

the UK’s Competition and Markets Authority;

“Code”

means

the City Code on Takeovers and Mergers as issued from time to time by or on behalf of the Panel;

“Combination”

has

the meaning given to it in Recital (A);

“Combined

Group”

has

the meaning given to it in the Announcement;

“Companies

Act”

means

the Companies Act 2006;

“Competing Proposal”

means an offer (including

a partial, exchange or tender offer), merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover and/or

business merger (or an announcement of a firm intention under Rule 2.7 of the Code to do the same), the purpose of which is

to acquire, directly or indirectly, 30 per cent. or more of the issued and to be issued ordinary share capital of Target (when aggregated

with the shares already held by the acquirer and any person acting or deemed to be acting in concert with the acquirer) or any arrangements

or series of arrangements which results in any party acquiring, consolidating or increasing “control” (as defined in

the Code) of Target, in each case which is not effected by Bidder (or any of its concert parties (as defined in the Code)) or at

Bidder’s direction or with Bidder’s written agreement, whether implemented in a single transaction or a series of transactions

and whether conditional or otherwise;

“Conditions”

means:

(i)            for

so long as the Combination is being implemented by means of the Scheme, the conditions to the implementation of the Combination as

set out in Part A of Appendix I of the Announcement; or

(ii)           for

so long as the Combination is implemented by means of an Offer, the conditions referred to in (i) above, as amended by replacing

the Scheme Condition with the Acceptance Condition and any other amendments which are necessary to reflect the change in method of

effecting the Combination,

and “Condition” shall

be construed accordingly;

“Confidentiality

Agreement”

means

the confidentiality agreement between Bidder and Target dated 26

July 2026;

“Consideration”

means

the consideration payable to Target Shareholders by Bidder pursuant to the terms of the Combination and as set out in the Announcement;

“Court”

means

the High Court of Justice in England and Wales;

“Court

Meeting”

means

the meeting of Target Shareholders (and any adjournment thereof) convened pursuant to section 896 of the Companies Act for the purpose

of considering and, if thought fit, approving (with or without modification) the Scheme;

“Court

Order”

means

the order of the Court sanctioning the Scheme;

“Disclosed”

means the information disclosed

by, or on behalf of Bidder: (i) in the annual report and accounts of the Bidder Group for the financial year ending 31 December 2025;

(ii) in the Bidder’s quarterly earnings for the first and second quarter of 2026; (iii) in any other announcement

or document publicly filed with the SEC by Bidder in the two (2) years prior to the date of this Agreement; or (iv) as

otherwise fairly disclosed to Target prior to the date of this Agreement (including all matters fairly disclosed in the written replies,

correspondence, documentation and information sent or communicated to Target or any of its respective advisers during the due diligence

process (including, without limitation, in the management due diligence sessions) and whether or not in response to any specific

request for information made by such person);

“Dividend

GM”

has

the meaning given to it in Clause 2.5;

“Dividend

Resolution”

has

the meaning given to it in Clause 2.5;

“Earliest

Possible Completion Date”

has

the meaning given to it in Clause 2.6;

“Effective

Date”

means the date upon which either:

(i)          the

Scheme becomes effective in accordance with its terms; or

(ii)           if

Bidder elects to implement the Combination by means of an Offer in accordance with the terms of this Agreement, the Offer becomes

or is declared unconditional;

“Exchange

Act”

means

the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“Exchange

Rate”

means

the spot reference rate for a transaction between pounds sterling and US dollars as quoted by the Bank of England on the Business

Day immediately preceding the Relevant Date (or, if no such rate is quoted on that date, on the preceding date on which such rate

is quoted);

“Exchange

Ratio”

has

the meaning given to it in the Announcement;

“Excluded

Dividend”

means

a Target Excluded Dividend and/or a Bidder Excluded Dividend, as the case may be;

“FCA”

means

the Financial Conduct Authority;

“FSMA”

means

the Financial Services and Markets Act 2000 of England and Wales, as amended from time to time;

“Joint

Defence Agreement”

means

the joint defence agreement between, amongst others, Bidder and Target dated 28

July 2026;

“Law”

means

any applicable statutes, common law, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, directives,

governmental guidelines or interpretations having the force of law or bylaws, in each case, of a Relevant Authority and shall, for

the avoidance of doubt, include the Code;

“London

Stock Exchange”

means

the London Stock Exchange plc or its successor(s);

“Long

Stop Date”

means

4 August 2027, provided that, if, having complied with its obligations under Clause 4.3(A), Bidder so notifies Target, then

the Long Stop Date shall be extended to 4 April 2028, or in each case such later date as may otherwise be agreed in writing

by Target and Bidder (with the Panel’s consent, if required) or directed by the Panel and in each case as the Court may approve

(if such approval is required);

“Material

Business Issue”

has

the meaning given to it in Clause 8.3;

“New

Bidder Shares”

means

the new Bidder Shares proposed to be issued to Target Shareholders pursuant to the Scheme (or the Combination or Offer, as the context

requires) or in consideration for the transfer to Bidder of Target Shares, in accordance with the organisational documents (including

the certificate of incorporation and by-laws or equivalent documents) of Bidder;

“Non-U.S.

Target Shareholders”

has

the meaning given to it in Clause 3.7;

“Notice”

has

the meaning given to it in Clause 15.1;

“Offer”

means,

if Bidder, subject to the terms of this Agreement, exercises its Right to Switch to elect to implement the Combination by means of

a takeover offer within the meaning of section 974 of the Companies Act, such offer, including any subsequent revision, amendment,

variation, extension or renewal thereof;

“Offer

Document”

means

the offer document published by or on behalf of Bidder in connection with any Offer, including, as the context requires, any revised

offer document or supplement thereto;

“Official

List”

means

the official list maintained by the FCA pursuant to Part VI of FSMA;

“Ordinary

Course Dividend Cycle”

means

the Target’s ordinary course declaration and payment cycle for final dividends;

“Panel”

means

the UK Panel on Takeovers and Mergers;

“POATRs”

means

the Public Offers and Admissions to Trading Regulations 2024;

“PRMs”

means

the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the FCA made under the POATRs;

“Registration

Statement”

has

the meaning given in Clause 3.2(J)(i);

“Regulatory

Conditions”

means

the Conditions set out in paragraphs 3(a) to 3(d) and 3(i) to

3(k) (inclusive) of Part A of Appendix I of the Announcement (if and to the extent that, in the case of paragraphs 3(i) to

3(k), the relevant “Third Party” under those Conditions is a Relevant Authority), each, a “Regulatory Condition”;

“Regulatory

Information Service”

means

an information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;

“Regulatory

Remedy”

means

any disposal, condition, obligation, term, undertaking, commitment, remedy, assurance, measure or modification that may, or could

reasonably be expected to, be required or advisable to obtain any Clearance;

“Relevant

Authority”

means

any central bank, ministry, governmental, quasi-governmental, supranational (including the European Union), statutory, regulatory

or investigative body or agency or authority, exercising anti-trust, competition, merger control, foreign investment, national security

or foreign subsidies review, regulatory, taxing, importing or other authority, in any relevant national, federal, state, local or

other jurisdiction, including, for the avoidance of doubt, the European Commission, the CMA, the Panel and the FCA, and “Relevant

Authorities” means all of them;

“Relevant

Date”

means,

for the purposes of the Exchange Rate in Clause 2.10, the date on which an Excluded Dividend is paid by Target and/or Bidder, as

the case may be;

“Relevant

Third Parties”

has

the meaning given to it in Clause 16.15;

“Right

to Switch”

has

the meaning given to it in Clause 3.1;

“Scheme”

has

the meaning given to it in Recital (B);

“Scheme

Condition”

means

the Condition referred to in paragraph 2 of Part A of Appendix

I of the Announcement;

“Scheme

Document”

means

the circular addressed to the Target Shareholders to be sent to (amongst others) Target Shareholders containing, inter alia,

the full terms and conditions of the Scheme and details of the Combination and convening the Target GM and Court Meeting, including

(as the context requires) any supplemental circular or document to be published in connection with such circular;

“Scheme

Hearing”

means

the Court hearing to sanction the Scheme under section 899 of the Companies Act, including any adjournment thereof;

“Scheme

Record Time”

has

the meaning given to it in the Announcement;

“SEC”

means

the United States Securities and Exchange Commission;

“Section 304”

has

the meaning given to it in Clause 3.6;

“Securities Act”

means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“Service Document”

means a claim form, application notice, order, judgment or other document relating to any proceedings, suit or action;

“Share Consideration”

means the Bidder Shares to be issued to Target Shareholders as part or all (as applicable) of the Consideration;

“Target Board Adverse Recommendation Change”

means:

(i)             if

Target makes an announcement prior to the publication of the Scheme Document or (if different) the document convening the Target

GM that: (a) the Target Directors no longer intend to recommend the Combination or intend to adversely modify or qualify their

recommendation of the Combination; (b) (other than where Bidder has exercised its Right to Switch) it will not convene the Court

Meeting or the Target GM; or (c) (other than where Bidder has exercised its Right to Switch) it intends not to post the Scheme

Document or (if different) the document convening the Target GM, in each case without the consent of Bidder;

(ii)            (other

than where Bidder has exercised its Right to Switch) the Target Board Recommendation is not included in the Scheme Document or (if

different) the document convening the Target GM, when published;

(iii)           (other

than where Bidder has exercised its Right to Switch) if Target makes an announcement that it will or intends to delay or adjourn,

or does in fact delay or adjourn, the Court Meeting or the Target GM to a date which is later than the twenty-second (22nd)

day after the expected date of the Court Meeting or the Target GM (as relevant) set out in the Scheme Document, in each case without

the consent of Bidder, and Target fails to publicly reaffirm or re-issue the Target Board Recommendation before 5:30 p.m. on

the tenth (10th) Business Day following Bidder’s reasonable request to do so, except where: (a) Bidder has

committed a breach of this Agreement and such breach has caused the delay; (b) a supplementary circular is required to be published

in connection with the Scheme, and, as a result, the Court Meeting and/or the Target GM cannot be held by such date in compliance

with the Code and any other applicable Law (but provided that Target has used all reasonable endeavours to publish the supplementary

circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises); or

(c) such delay or adjournment is caused solely by logistical or practical reasons outside the Target’s reasonable control;

(iv)          if

a third party makes an announcement pursuant to Rule 2.4 or 2.7 of the Code or a revised offer (whether or not it is subject

to the satisfaction or waiver of any pre-conditions) for Target and the Target Directors either: (a) announce that they intend

to recommend that third party’s offer or possible offer; or (b) do not, within ten (10) Business Days of that third

party’s announcement pursuant to Rule 2.4 or 2.7 of the Code, announce that they intend to continue to make the Target

Board Recommendation;

(v)            at

any time prior to the conclusion of the Court Meeting and Target GM, the Target Directors otherwise withdraw or adversely modify

or qualify the Target Board Recommendation (or make an announcement that they intend to do so); or

(vi)           if,

after the Scheme has been approved by Target Shareholders and/or the approval of the Target GM Resolutions at the Target GM has been

received, the Target Directors announce that they shall not convene the Scheme Hearing and/or implement the Scheme (other than: (i) in

connection with an announcement of an Offer or revised offer by Bidder or one of its concert parties for Target; or (ii) because

a Condition to the Combination has become incapable of fulfilment or satisfaction and the Bidder has stated that it will not waive

such a Condition (if capable of waiver)),

provided that, for the avoidance of doubt, the issue of any: (i) holding

statement by Target following a change of circumstances; or (ii) announcement by Target that the Target Directors are considering

a possible offer for Target by a third party, shall not, in either case, constitute a Target Board Adverse Recommendation Change

so long as any such holding statement or announcement (as applicable): (a) contains an express statement that the Target Board

Recommendation is not withdrawn, modified or qualified; and (b) does not contain a statement that the Target Directors intend

to withdraw, modify or qualify the Target Board Recommendation;

“Target

Board Recommendation”

means the unanimous, unconditional and unqualified

recommendation of the Target Directors to the Target Shareholders:

(i)             to

vote in favour of the Scheme at the Court Meeting and the Target GM Resolutions at the Target GM; or

(ii)            if

Bidder elects to implement the Combination by way of an Offer in accordance with the terms of this Agreement, to accept the Offer;

“Target

Directors”

means

the directors of Target from time to time;

“Target

Equalising Dividend”

has

the meaning given to it in Clause 2.10(B);

“Target

Excluded Dividend”

has

the meaning given to it in Clause 2.10(A);

“Target

FY26 Final Dividend”

has

the meaning given to it in Clause 2.4(B);

“Target

GM”

means

the general meeting of Target Shareholders to be convened in connection with the Scheme to be held on the same date as the Court

Meeting to consider and, if thought fit, approve, the Target GM Resolutions, including any adjournment or postponement of that meeting;

“Target

GM Resolutions”

means

the shareholder resolutions as are necessary or desirable to enable the Target to approve, implement and effect the Scheme, including,

among other things, the resolutions relating to the amendment of the Target’s articles of association and the delisting of

Target Shares;

“Target

Group”

means

Target and its subsidiaries and subsidiary undertakings from time to time and “member of the Target Group” shall

be construed accordingly;

“Target

Permitted Dividend”

has

the meaning given to it in Clause 2.4;

“Target

Remuneration Committee”

has

the meaning given to it in Schedule 2;

“Target

Representative”

has

the meaning given to it in Clause 14.3;

“Target

Shareholders”

means

holders of Target Shares from time to time;

“Target

Share Plans”

has

the meaning given to it in Schedule 2;

“Target

Shares”

means

ordinary shares of 10p each in the capital of Target;

“Third

Party Rights Provisions”

has

the meaning given to it in Clause 16.15;

“UK

Listing Rules”

means

the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time; and

“Value

Leakage”

means

any transfer or distribution of economic value by Bidder to Bidder Shareholders (whether by way of dividend, distribution, return

of capital or otherwise).

1.2 In this Agreement, except where the context

otherwise requires:

(A) references to Recitals, Clauses and Schedules

are to recitals and clauses of, and schedules to, this Agreement;

(B) the expressions “subsidiary”

and “subsidiary undertaking” shall have the meanings given in the Companies

Act and the expression “group” in relation to a party, means that party

together with its subsidiaries and subsidiary undertakings from time to time;

and “offer” shall have the meanings given in the Code;

(D) use of any gender includes the other genders;

(E) words in the singular shall include the

plural and vice versa;

(F) a reference to any statute, statutory

provision, rule or regulation shall be construed as a reference to the same as it may

have been, or may from time to time be, amended, modified or re-enacted and shall include

any subordinate legislation made from time to time under that statute or statutory provision;

(G) references to a “company”

shall be construed so as to include any corporation or other body corporate, wherever and

however incorporated or established;

(H) references to a “person”

shall be construed so as to include any individual, firm, company, corporation, body corporate,

government, state or agency of a state, local or municipal authority or government body or

any joint venture, association or partnership (whether or not having separate legal personality);

(I) any reference to a “day”

(including the phrase “Business Day”) shall mean a period of 24 hours

running from midnight to midnight;

(J) references to times are to London time;

(K) references to “£”

and “pounds sterling” are to the lawful currency of England;

(L) references to “$”,

“US dollars” and “USD” are to the lawful currency of

the United States of America;

(M) references to “writing”

shall include any modes of reproducing words in a legible and non-transitory form and shall

include email except where otherwise expressly stated;

(N) references to any English legal term for

any action, remedy, method of judicial proceeding, legal document, legal status, court, official,

or any legal concept or thing shall in respect of any jurisdiction other than England be

deemed to include what most nearly approximates in that jurisdiction to the English legal

term;

(O) (i)

the rule known as the ejusdem

generis rule shall not apply and accordingly general words introduced by the word

“other” shall not be given a restrictive meaning by reason of the fact that they

are preceded by words indicating a particular class of acts, matters or things; and

(ii) general words shall not be given a restrictive

meaning by reason of the fact that they are followed by particular examples intended to be

embraced by the general words;

(P) a reference to “includes”

or “including” shall mean “includes without limitation” or

“including without limitation” respectively;

(Q) the phrases “to the extent”

and “to the extent that” are used to indicate an element of degree and

are not synonymous with the word “if”;

(R) all headings and titles are inserted for

convenience only and are to be ignored in the interpretation of this Agreement;

(S) the Schedules form part of this Agreement

and shall have the same force and effect as if expressly set out in the body of this Agreement,

and any reference to this Agreement shall include the Schedules;

(T) a reference to any other document referred

to in this Agreement is a reference to that other document as amended or supplemented at

any time; and

(U) references

to this Agreement include this Agreement as amended or supplemented in accordance with its

terms.

2. Publication of the Announcement and

the terms of the Combination

2.1 The

parties shall procure the release of the Announcement via a Regulatory Information Service

at or before 8.00 a.m. on 4 August 2026, or such other date and time as

may be agreed by the parties (and, where required by the Code, approved by the Panel). The

obligations of the parties under this Agreement, other than this Clause 2.1 and Clauses 11

to 18 (each as interpreted in accordance with Clause 1), shall be conditional on such release.

2.2 The principal terms of the Combination shall

be as set out in the Announcement, together with such other terms as may be agreed by the

parties in writing (save in the case of an improvement to the terms of the Combination, which

will be at the absolute discretion of Bidder (subject to and in accordance with the Code))

and, where required by the Code, approved by the Panel.

2.3 The terms of the Combination at the date of

posting of the Scheme Document shall be set out in the Scheme Document. Should Bidder elect

to implement the Combination by way of the Offer in accordance with Clause 3, the terms of

the Combination shall be set out in the announcement of the switch to an Offer and the Offer

Document, any form of acceptance and the Registration Statement.

2.4 The parties agree and acknowledge that if

any of the following dividends are announced, declared, paid or made on or after the date

of the Announcement and prior to the Effective Date (each such dividend being a “Target

Permitted Dividend”), then Clause 2.7 shall apply:

(A) any 2026 interim dividend of up to 10.14

pence per Target Share;

(B) any 2026 final dividend of up to 22.56

pence per Target Share (the “Target FY26 Final Dividend”);

pence per Target Share; and

(D) any 2027 final dividend of up to 23.52

pence per Target Share,

provided that, subject to Clause 2.5

below, each Target Permitted Dividend is in accordance with Target’s dividend policy and the dividend and record date for each

Target Permitted Dividend is consistent with past practice in relation to the timing of declaration and payment of Target’s dividends.

2.5 In respect of the Target FY26 Final Dividend

(and irrespective of whether the Combination is to be implemented by way of a Scheme or an

Offer), Bidder agrees that Target may: (i) call and hold a general meeting of Target

Shareholders (which may, for the avoidance of doubt, constitute Target’s 2027 annual

general meeting) (the “Dividend GM”) to be held at a date that is outside

the Ordinary Course Dividend Cycle to propose an ordinary resolution in respect of the declaration

of the Target FY26 Final Dividend (the “Dividend Resolution”), provided

that such Dividend GM shall be held in calendar year 2027; and (ii) subject to the Dividend

Resolution being passed by the requisite majority of Target Shareholders at such Dividend

GM, and notwithstanding that the record date of such dividend may be outside the Ordinary

Course Dividend Cycle, pay such dividend to Target Shareholders (irrespective of whether

such payment date is outside the Ordinary Course Dividend Cycle), and such dividend shall

constitute the Target FY26 Final Dividend.

2.6 Bidder agrees and acknowledges that Target

shall not be required to convene the Scheme Hearing and/or deliver the Court Order to the

Registrar of Companies before (or, if the Combination is to be implemented by way of an Offer,

the date on which the Offer is closed for acceptances by Target Shareholders shall not be

before) the earlier of: (i) five (5) Business Days after the Dividend GM; and (ii) 30

April 2027 (the “Earliest Possible Completion Date”). Bidder acknowledges

and agrees that the expected timetable of principal events for the Combination as set out

in the Scheme Document shall reflect this Clause 2.6.

2.7 The parties agree and acknowledge that if

a Target Permitted Dividend or a Target Equalising Dividend is declared, announced, paid

or made with a record date prior to the Effective Date:

(A) Target Shareholders will be entitled to

receive and retain the relevant Target Permitted Dividend or Target Equalising Dividend;

(B) Bidder Shareholders will have no entitlement

in relation to such Target Permitted Dividend or Target Equalising Dividend; and

shall not affect or reduce the Consideration in any way (provided that, in the case of a Target Equalising Dividend, the Panel has consented

that such Target Equalising Dividend shall not require Bidder to make a consequential reduction to the Consideration).

2.8 The parties agree and acknowledge that if

any of the following dividends are announced, declared, paid or made on or after the date

of the Announcement and prior to the Effective Date (each such dividend being a “Bidder

Permitted Dividend”) then Clause 2.9 shall apply:

(A) any

third quarter dividend by Bidder in respect of the financial year ended on 31 December 2026

of up to 107 cents per Bidder Share;

(B) any

fourth quarter dividend by Bidder in respect of the financial year ended on 31 December 2026

of up to 107 cents per Bidder Share; and

of each of the 2027 and 2028 financial years,

in each case, which is announced, declared

and paid in the ordinary course of Bidder’s business in accordance with Bidder’s dividend policy and consistent with past

practice in relation to the timing of the record date and payment of such dividend, and provided that any other non-cash dividend or

distribution announced, declared, paid or made by Bidder which does not result in any Value Leakage shall also be a Bidder Permitted

Dividend.

2.9 The parties agree and acknowledge that if a Bidder Permitted Dividend is declared with a record date prior

to the Effective Date:

(A) Bidder Shareholders will be entitled to

receive and retain the relevant Bidder Permitted Dividend;

(B) Target Shareholders will have no entitlement

in relation to such Bidder Permitted Dividend; and

in any way.

2.10 If, on or after the date of the Announcement

and prior to the Effective Date:

(A) Target announces, declares, makes or pays any dividend and/or other distribution and/or other return of

capital other than a Target Permitted Dividend or (subject to the Panel consenting that such Target Equalising Dividend shall not require

Bidder to make a consequential reduction to the Consideration) a Target Equalising Dividend (a “Target Excluded Dividend”),

Bidder shall be entitled to reduce the Consideration by an amount equivalent to all or any part of such excess (in the case of a Target

Permitted Dividend or a Target Equalising Dividend) or by the amount of all or part of any such other dividend, distribution or return

of capital, in which case any reference in the Announcement or in the Scheme Document (or, in the event that the Combination is to be

implemented by means of any Offer, the Offer Document) to the Consideration will be deemed to be a reference to the Consideration as so

reduced; and/or

(B) Bidder announces, declares, makes or pays any dividend and/or other distribution and/or other return of

capital other than a Bidder Permitted Dividend (a “Bidder Excluded Dividend”), Target shall be entitled to declare

and pay an equalising dividend to Target Shareholders so as to reflect the value attributable (by reference to the Exchange Ratio) to

all or any part of such excess (in the case of a Bidder Permitted Dividend and which, in relation to any Bidder Excluded Dividend which

represents an excess over a Bidder Permitted Dividend for any quarter in the 2027 or 2028 financial year, shall be determined on a fair

and reasonable basis taking into account the extent of any divergence from Bidder’s ordinary course practice and dividend policy)

or by the amount of all or part of any such other dividend, distribution or return of capital, in each case at the Exchange Rate, without

any consequential change to the Consideration (a “Target Equalising Dividend”).

3. Structure of the Combination

3.1 The parties intend to implement the Combination

by means of the Scheme. Bidder shall have the right (a “Right to Switch”)

(subject always to the consent of the Panel (if required)), whether before or after the posting

of the Scheme Document, to elect at any time to implement the Combination by way of an Offer

if:

(A) Target provides its prior written consent;

(B) a third party announces a firm intention

to make an offer (however structured) under Rule 2.7 of the Code for all or part of

the issued, and to be issued, share capital of Target;

of this Agreement, provided that: (i) Bidder shall have first notified Target in writing

of such breach and of its intention to effect a Right to Switch; and (ii) such breach

remains unremedied following the expiry of ten (10) Business Days from the date of receipt

of such written notification; or

(D) a Target Board Adverse Recommendation

Change occurs.

3.2 In the event of an Agreed Switch, unless otherwise

agreed with Target or required by the Panel, the parties agree that:

(A) the acceptance condition to the Offer

(the “Acceptance Condition”) shall be set at 75 per cent. of the Target

Shares (or such lesser percentage as may be agreed between the parties in writing after,

to the extent necessary, consultation with the Panel, being in any case more than 50 per

cent. of the Target Shares);

(B) Bidder will agree with Target: (i) any

announcements relating to the Combination; and (ii) any proposed changes to the timetable

for implementation of the Combination (including any changes to the Long Stop Date) for inclusion

in the firm intention announcement in relation to the Offer and/or the Offer Document;

as reasonably practicable, the sections of the Offer Document attributable to Bidder and

related form of acceptance; (ii) prepare, as soon as reasonably practicable following

receipt of the required information from Target, any other sections of the Offer Document;

and (iii) agree with Target the form and contents, and timing of publication of, the

Offer Document and related form of acceptance;

(D) Bidder shall not take any such action

(including publishing an acceptance condition invocation notice (as defined in Rule 31.6

of the Code)) which would cause the Offer not to proceed, to lapse or to be withdrawn in

each case for non-fulfilment of the Acceptance Condition prior to midnight on the sixtieth

(60th) day following the publication of the Offer Document (or such later date

as is set in accordance with Rule 31.3 of the Code and Notes on that Rule) and Bidder

shall ensure that the Offer remains open for acceptances until such time (which, for the

avoidance of doubt, shall not be prior to the Earliest Possible Completion Date);

(E) Bidder shall not, without the prior written

consent of Target, make any acceleration statement (as defined in the Code) unless: (i) all

of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if

capable of waiver); (ii) the acceleration statement contains no right for Bidder to

set the statement aside (except with Target consent); and (iii) Bidder undertakes to

Target not to take any action or step otherwise to set the acceleration statement aside;

(F) if, at any time during the period between

the publication of the Offer Document and 5.00 p.m. on the date falling on the ninth

(9th) day prior to Day 39 (as defined in the Code), it becomes reasonably expected

that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable

of waiver) prior to the sixtieth (60th) day following the publication of the Offer

Document, Bidder shall promptly consult with Target as to whether a suspension to the offer

timetable should be sought and, if the parties conclude that it should, seek, jointly with

Target, the consent of the Panel to suspend the offer timetable no later than the date falling

on the second (2nd) day prior to Day 39 (as defined in the Code);

(G) notwithstanding paragraph (F) above,

if, by 5.00 p.m. on the date falling on the ninth (9th) day prior to Day

39 (as defined in the Code), any outstanding Regulatory Condition has not been satisfied,

Bidder shall promptly seek, jointly with Target, the consent of the Panel to suspend the

offer timetable no later than the date falling on the second (2nd) day prior to

Day 39 (as defined in the Code);

(H) Bidder shall keep Target informed, on

a regular basis and in any event within two (2) Business Days following a written request

from Target, of the number of Target Shareholders that have: (i) validly returned their

acceptance forms; (ii) returned but incorrectly completed their acceptance forms; (iii) validly

returned their withdrawal forms; and (iv) returned but incorrectly completed their withdrawal

forms, and in each case the identity of such shareholders and the number of Target Shares

to which such forms relate;

(I) the Conditions, as set out in Part A

of Appendix I of the Announcement, shall be incorporated into the announcement of such Offer

and into the Offer Document, subject to replacing the Scheme Condition with the Acceptance

Condition together with such modifications as are agreed in writing by the parties or, where

required by the Code, by the Panel;

(J) Bidder shall:

(i) prepare and cause to be filed with the SEC

a registration statement on Form S-4, including the prospectus/offer to exchange that

forms a part thereof, with respect to the New Bidder Shares to be issued to Target Shareholders

in connection with the Combination (the “Registration Statement”) and

the obligations of the Bidder in Clause 3.3 shall apply; and

(ii) make all necessary filings with the SEC

with respect to the Offer and shall comply with all applicable rules and regulations

under the Exchange Act, including Regulation 14E and the rules promulgated thereunder;

(K) Bidder shall prepare, and Target shall

provide all assistance requested by the Bidder in respect of the preparation of, a detailed

press release in French setting out the conditions of the Offer as detailed in the Offer

Document (the “AMF Press Release”), and submit such AMF Press Release

to the French Autorité des Marchés Financiers (the “AMF”)

for review;

(L) Bidder shall use all reasonable endeavours,

and Target will reasonably cooperate with Bidder, to:

(i) cause the: (i) Registration Statement

to become effective; and (ii) AMF Press Release to be publicly available in France (pursuant

to article 231-24 of the General Regulation of the AMF (Règlement Général

de l’AMF), in each case at or around the same time as the Offer Document and related

form of acceptance;

(ii) resolve any comments from the SEC and the

AMF in respect of the Registration Statement and the AMF Press Release (respectively) as

promptly as practicable following receipt; and

(iii) keep the Registration Statement effective

as long as is necessary to consummate the Offer; and

(M) the Offer shall otherwise be made on the

same terms and subject to the same conditions as those set out in the Announcement, subject

to any modification or amendment to such terms and conditions as may be agreed to by Target

and (if required) the Panel or which is necessary as a result of the switch from the Scheme

to the Offer.

3.3 In connection with any Registration Statement

in the event of an Agreed Switch:

(A) the Bidder shall:

(i) as soon as reasonably practicable, notify

Target and provide copies of any material communications sent by or received from the SEC

in respect of the Registration Statement; and

(ii) as soon as reasonably practicable, respond

to any comments received from the SEC in respect of the Registration Statement and use all

reasonable endeavours to resolve such comments with the SEC as promptly as reasonably practicable;

(B) Target agrees to provide promptly to Bidder,

to the standard that is required for Bidder to meet its obligations under the Securities

Act and the Exchange Act, all such information about itself, the Target Directors, Target

officers and Target Shareholders as may be reasonably requested and which is required for

the purpose of inclusion in the Registration Statement (including any information required

under applicable Law, the Securities Act and the Exchange Act and the Code) and to provide

all other assistance which may be reasonably required for the preparation of the Registration

Statement, including access to, and ensuring that reasonable assistance is provided by, its

professional advisers (including, but not limited to its external auditor), in each case

as soon as reasonably practicable following request; and

of, draft copies of the Registration Statement and any ancillary agreements or documents

(in accordance with customary practice) to Target (and/or its advisers) at such time as will

allow Target (and/or its advisers) reasonable notice of and reasonable opportunity to review

and comment on such drafts and Bidder (and/or its advisers) shall:

(i) seek and obtain Target’s approval

(such approval not to be unreasonably withheld or delayed) in relation to the information

on Target, Target Directors, Target officers or Target Shareholders contained in the Registration

Statement before it is filed with the SEC or published in final form; and

(ii) in respect of any other information contained

in the Registration Statement, have regard to such reasonable comments made (subject to the

foregoing requirement for Bidder to allow Target (and its advisers) reasonable notice of

and reasonable opportunity to review and comment) in a timely manner from Target (and/or

its advisers) as it considers appropriate, acting reasonably and in good faith, before it

is filed with the SEC or published in final form.

3.4 In the event of any Agreed Switch, the parties

agree that all provisions of this Agreement relating to the Scheme, its implementation and

documents relating thereto shall apply to the Offer, its implementation and relevant documents

mutatis mutandis, save as set out in this Clause 3.

3.5 Bidder hereby represents that it is not,

at the date of this Agreement, and undertakes that it shall not become, following the date

of this Agreement, required to make a mandatory offer for Target pursuant to Rule 9

of the Code, provided that this Clause 3.5 shall cease to apply if a Competing Proposal is

made.

3.6 Bidder will conduct an analysis of the application

of Section 304 of the U.S. Internal Revenue Code (“Section 304”)

to the Combination (conducted in accordance with input from its advisers) in advance of the

Effective Date and in consultation with Target.

3.7 If Bidder concludes that Section 304

is reasonably likely to apply to the Combination (as determined by Bidder in its reasonable

discretion), Bidder shall use commercially reasonable efforts to take the following steps

to assist the registered members of Target who are not tax resident in the U.S. (the “Non-U.S.

Target Shareholders”), who may be subject to U.S. withholding tax due to the potential

application of Section 304 to the Combination:

(A) establish special procedures allowing

the Non-U.S. Target Shareholders to certify whether they are exempt from such withholding

tax and select a paying agent in respect of the Combination with appropriate experience of

similar special procedures for shareholder certification;

(B) maximise (so far as Bidder is reasonably

able, and at all times acting in accordance with applicable Law) the time between any withholding

being applied with respect to a payment made to a Non-U.S. Target Shareholder and the paying

agent remitting any withheld funds to the U.S. Internal Revenue Service;

to comment on the form and content of any certification requested by Bidder or the paying

agent from the Non-U.S. Target Shareholders in respect of the application of withholding

tax and the form of any communication in relation to such certification;

(D) provide access to appropriate certification

forms to the Non-U.S. Target Shareholders at (i) the time of posting of the Scheme Document;

(ii) immediately following the Scheme Record Time; and (iii) reasonably frequently

thereafter in respect of Non-U.S. Target Shareholders who have not returned appropriate certification;

and

(E) provide Target Shareholders with access

to a shareholder information line with respect to the matters described in this Clause 3.7

and prepare, in consultation with Target, a ‘Q&A’ script for responses to

enquiries from Target Shareholders through such information line.

4. Undertakings in relation to satisfaction of the Conditions

4.1 Bidder shall use best endeavours to satisfy,

or procure the satisfaction of, the Regulatory Conditions as soon as is reasonably practicable

following the date of this Agreement and in any event in sufficient time to enable the Effective

Date to occur by the Long Stop Date, provided that Bidder shall not be required to accept

any Regulatory Remedy which would require the divestment of any business or asset that would,

individually or in aggregate, have a material adverse effect on the Combined Group’s

business in the European Union and the United Kingdom, taken as a whole.

4.2 Notwithstanding any other provision of this

Agreement to the contrary, Bidder acknowledges and agrees that its obligation pursuant to

Clause 4.1 includes:

(A) offering (and not withdrawing), executing,

agreeing or accepting (and/or, if applicable, procuring the offer, agreement and execution

of) any Regulatory Remedy that is required, necessary or advisable, or can reasonably be

expected to be required, necessary or advisable, to obtain the Clearances as soon as reasonably

practicable following the date of this Agreement and in any event in sufficient time to enable

the Effective Date to occur by the Long Stop Date (but, for the avoidance of doubt, none

of the obligations in this Clause 4.2(A) shall fetter the sole discretion of Bidder

in determining the scope, composition and value of any Regulatory Remedy to offer within

a ‘Phase 1’ (or equivalent initial) review period);

(B) defending any proceeding (including any

proceeding seeking a temporary restraining order or preliminary injunction) and initiating

any appropriate proceeding against any Relevant Authority which acts, seeks, proposes or

threatens to prevent, delay or impair the consummation of the Combination (or any part of

it); and/or

of any review period by a Relevant Authority.

4.3 If a Relevant Authority indicates during a

‘Phase 1’ (or equivalent initial) review period that it will not provide the

applicable Clearance (including following any Regulatory Remedy being offered and it confirms

that such Regulatory Remedy is insufficient to address its concerns), and that it therefore

intends to refer the Combination to a ‘Phase 2’ (or equivalent additional or

subsequent) review period or periods (or that it is reasonably likely to do so), then:

(A) Bidder shall consult with Target in good

faith in relation to such possible reference; and

(B) if any such ‘Phase 2’ (or

equivalent additional or subsequent) review period or periods is commenced in accordance

with this Clause 4.3, Bidder shall take, or cause to be taken, the steps set out in Clauses

4.1 and 4.2 to obtain the relevant Clearance(s) within such ‘Phase 2’ (or

equivalent additional or subsequent) review period or periods as soon as reasonably practicable

following the date of this Agreement and, in any event, in sufficient time to enable the

Effective Date to occur by the Long Stop Date.

4.4 Bidder and Target shall:

(A) co-operate with each other (including

with respect to any steps required in relation to any Regulatory Remedy) and promptly provide

each other with all reasonable information, comments, assistance and access in connection

with seeking to satisfy the Regulatory Conditions (including with respect to any steps required

in relation to any Regulatory Remedy), including by ensuring that all information reasonably

required or advisable for any filings, submissions, notifications, correspondence or communications

that are required or advisable for purposes of satisfying the Regulatory Conditions is supplied

promptly and accurately and within sufficient time to meet any deadlines set by the Relevant

Authority, and co-operating in the preparation of all such filings, submissions, notifications,

correspondence or communications; and

(B) keep the other informed promptly of developments

which are material or reasonably likely to be material to satisfying the Regulatory Conditions

(including with respect to any Regulatory Remedy) in sufficient time to enable the Effective

Date to occur prior to the Long Stop Date.

4.5 Without prejudice to the generality of the

foregoing, and except to the extent that to do so is prohibited by Law:

(A) Bidder shall determine, having consulted

in good faith and on a timely basis with Target, the strategy to be pursued for satisfying

the Regulatory Conditions including any Regulatory Remedy and whether such Regulatory Remedy

shall be satisfied through undertakings or actions of, or in respect of, the assets or business

of the Bidder Group or the Target Group;

(B) Bidder shall contact and correspond with

any Relevant Authority in relation to any Regulatory Conditions, including preparing, submitting

and sending all such filings, submissions, notifications, correspondence and communications,

provided that it shall do so in good faith consultation with Target and consider any reasonable

comments from Target (and/or its legal advisers) in respect of any such filings, submissions,

notifications, correspondence or communications;

(i) promptly provide, or procure the provision

of, draft copies of all material filings, submissions, notifications, correspondence and

communications intended to be sent to any Relevant Authority in relation to satisfying the

Regulatory Conditions (including with respect to any Regulatory Remedy) to Target and/or

its legal advisers at such time as will allow Target and/or its legal advisers a reasonable

opportunity to review and provide comments on such submissions and communications before

they are submitted or sent;

(ii) provide Target with copies of all such

material filings, submissions, notifications, correspondence and communications in the form

finally submitted or sent; and

(iii) keep Target’s legal advisers copied

in material correspondence with any Relevant Authority (subject to Clause 4.6 below) and

in the event Bidder and/or its respective legal advisers receive material correspondence

directly from any Relevant Authority, notify Target, and provide copies, in a timely fashion,

of any such material communication;

(D) in relation to any filings, submissions,

notifications, correspondence and communications with a Relevant Authority in relation to

satisfying the Regulatory Conditions, which Target alone is required by Law or a Relevant

Authority to make, Target shall (subject to Clause 4.7 below):

(i) promptly provide, or procure the provision

of, draft copies of all such filings, submissions, notifications, material correspondence

and material communications intended to be sent to any Relevant Authority in relation to

satisfying any Regulatory Condition to Bidder and/or its legal advisers at such time as will

allow Bidder and/or its legal advisers a reasonable opportunity to review and provide comments

on such filings, submissions, notifications, correspondence and communications before they

are submitted or sent;

(ii) provide Bidder with copies of all such

filings, submissions, notifications, correspondence and communications in the form finally

submitted or sent; and

(iii) keep Bidder’s legal advisers copied

in all material correspondence with any Relevant Authority (subject to Clause 4.6 below)

and in the event Target and/or its respective legal advisers receive material correspondence

directly from any Relevant Authority, promptly notify Bidder, and provide copies, of any

such communication;

(E) Bidder shall be responsible for the payment

of all filing fees required in connection with any Regulatory Condition. For the avoidance

of doubt, each party shall be responsible for its own costs of preparing any filings, notifications

or submissions required or intended to be submitted in connection with any Regulatory Condition;

(F) Bidder shall give Target and/or its legal

advisers the opportunity (with reasonable notice when reasonably practicable) to attend all

hearings, meetings and material telephone calls with any Relevant Authority that are organised

by Bidder or any Relevant Authority in connection with satisfying any Regulatory Condition,

and allow Target (and/or its legal advisers) to make reasonable submissions during such hearings,

meetings or telephone calls; and

(G) where reasonably requested by Bidder,

Target shall make available appropriate Target representatives for meetings and telephone

calls requested by any Relevant Authority in connection with satisfying any Regulatory Condition

and/or the implementation of the Combination.

4.6 Nothing in this Agreement shall oblige either

Bidder or Target (the “disclosing party”) to disclose any information

to the other:

(A) which the disclosing party reasonably

considers to be competitively sensitive;

(B) which the disclosing party is prohibited

from disclosing by Law or a Relevant Authority; or

the loss of privilege that subsists in relation to such information (including legal advice

privilege).

4.7 Where the circumstances referred to in Clauses

4.6(A) or 4.6(B) apply, the disclosing party shall disclose the relevant information

to the other:

(A) pursuant to a clean team agreement (if

applicable);

(B) where that is not reasonably possible

or applicable, on an “external counsel only” basis; or

by Clause 4.6(B) would reasonably be expected to have a material adverse effect on the

disclosing party’s legitimate business interest, directly to a Relevant Authority (and

in such circumstances, the disclosing party shall provide to the other a non-confidential

version of such information).

4.8 Except with the prior written consent of Target,

until the Effective Date, Bidder shall not (and shall procure that each member of the Bidder

Group shall not, unless Bidder or other member of the Bidder Group does not have the unilateral

right to control the actions of such member of the Bidder Group, in which case Bidder shall

use all reasonable endeavours to procure that such member of the Bidder Group shall not),

take, or omit to take, or permit or cause to be taken or omitted to be taken (or direct any

person to do the same), any action, or enter into any acquisition, transaction or other agreement

which would, or would be reasonably likely to, prevent, materially delay or materially prejudice

the satisfaction of any Regulatory Condition or completion of the Combination.

4.9 Bidder agrees that if it intends to seek the

permission of the Panel to invoke a Condition, it will, as far in advance as is reasonably

practicable and prior to approaching the Panel, notify Target of its intention and provide

Target with reasonable details of the ground on which it intends to invoke the relevant Condition.

Bidder shall inform Target promptly following the filing or making (as applicable) of any

written or oral submission to the Panel by or on behalf of Bidder seeking to invoke any Condition.

5. Scheme Document

Where the Combination is implemented

by way of the Scheme:

(A) Bidder agrees to provide promptly to Target

all such information about itself, its intentions, the Bidder Group and its directors as

may be reasonably requested and which is required for the purpose of inclusion in the Scheme

Document or any other document required by the Code or any other applicable Law to be published

in connection with the Scheme or the Target GM and to provide all other assistance which

may be reasonably required with the preparation of the Scheme Document or any other document

required by the Code or any other applicable Law, including access to, and ensuring that

reasonable assistance is provided by, its professional advisers;

(B) Bidder will procure that its directors

accept responsibility, in the terms required by the Code, for all of the information in the

Scheme Document relating to themselves (and their close relatives, related trusts and persons

connected with them, each as defined in the Code), the Bidder Group, persons acting in concert

with Bidder, the financing of the Combination and statements of opinion, belief, intent or

expectation of Bidder or the directors of Bidder in relation to the Combination, Bidder’s

plans for the Target Group following completion of the Combination or otherwise in relation

to the Combined Group following completion of the Combination and any other information in

the Scheme Document for which a bidder is required to accept responsibility under applicable

Law; and

the Scheme such that the Target Group shall effect, immediately prior to the transfer of

the Target Shares to Bidder becoming effective pursuant to the Scheme, but subject to the

Scheme itself becoming effective in accordance with its terms, the sale and transfer of not

less than 10.1% of the issued share capital of each member of the Target Group that holds

German real estate assets, or the holding company of such members of the Target Group, to

a member of the Bidder Group (pursuant to the Scheme or otherwise), unless otherwise agreed

in writing (including by email) between the parties.

6. UK secondary listing and New Bidder Shares

6.1 Bidder shall use all reasonable endeavours

to ensure that the Bidder Prospectus is published (following approval by the FCA) in accordance

with the timetable agreed between the parties in writing from time to time (and, in any event,

in sufficient time to enable completion of the Combination to occur by the Long Stop Date),

which timetable shall, for the avoidance of doubt, relate solely to the timing of publication

of the Bidder Prospectus, and not to its preparation.

6.2 Without limitation to Clause 6.1, Bidder shall

also:

(A) submit a first draft of the Bidder Prospectus

for review and comment by the FCA as soon as reasonably practicable following the date of

this Agreement and thereafter submit such incremental drafts of the Bidder Prospectus as

necessary to ensure that the FCA approves the Bidder Prospectus;

(B) provide Target with a draft of the Bidder

Prospectus in reasonable time ahead of each submission to the FCA, and consider the reasonable

comments of the Target in respect of sections of the draft that relate to the Target and/or

contain Target information;

is to become a director of Bidder following completion of the Combination, or any Target

Director is required to take responsibility for any part of the Bidder Prospectus, seek and

obtain Target’s approval (such approval not to be unreasonably withheld or delayed)

of the Bidder Prospectus as a whole or such part of the Bidder Prospectus (as applicable)

prior to its publication;

(D) as soon as reasonably practicable, notify

Target of any material communications sent by or received from the FCA in respect of the

Bidder Prospectus, and provide to the Target extracts of such communications that relate

to the Target or Target information in the Bidder Prospectus;

(E) as soon as reasonably practicable, respond

to any comments received from the FCA in respect of the Bidder Prospectus, and use reasonable

endeavours to resolve such comments with the FCA (as relevant) as promptly as reasonably

practicable;

(F) use all reasonable endeavours to obtain

the FCA’s approval of the Bidder Prospectus in accordance with Clause 6.1; and

(G) publish the Bidder Prospectus as soon

as reasonably practicable upon receiving FCA approval for the Bidder Prospectus.

6.3 Bidder shall use all reasonable endeavours

to cause all Bidder Shares (excluding any New Bidder Shares) to be approved for Admission

prior to completion of the Combination, subject to Target providing promptly to Bidder:

(A) to the standard that is required for Bidder

to meet its obligations under the UK Listing Rules, the PRMs, the POATRs and FSMA, all such

information about itself, the Target Directors, Target senior managers and Target Shareholders

as may be reasonably requested and which is required for the purpose of inclusion in the

Bidder Prospectus (as applicable) (including any information required under applicable Law,

the UK Listing Rules, the PRMs, the POATRs, FSMA and the Code); and

(B) all other assistance which may be reasonably

required for achieving Admission (including settlement) and the preparation of the Bidder

Prospectus, including access to, and ensuring that reasonable assistance is provided by,

its professional advisers.

6.4 Bidder shall use all reasonable endeavours

to cause all New Bidder Shares to be issued to Target Shareholders pursuant to the Combination

to:

(A) for so long as the Combination is being

implemented by way of the Scheme, be issued in reliance on an exemption from the registration

requirements of the Securities Act pursuant to Section 3(a)(10) thereof;

(B) be approved for listing on the New York

Stock Exchange; and

of the Combination.

7. Implementation of the Scheme

7.1 Bidder undertakes that, on the Business Day

prior to the Scheme Hearing, it shall deliver a notice in writing to Target confirming either:

(A) the

satisfaction or waiver of all Conditions (other than the Conditions referred to in paragraphs

2.3, 3(e), 3(f), 3(g) and 3(h) of Part A of Appendix I of the Announcement);

(B) its intention to invoke one or more Conditions

(if permitted by the Panel) and providing reasonable details of the event which has occurred,

or circumstances which have arisen, which Bidder reasonably considers entitles it to invoke

such Condition or treat it as unsatisfied or incapable of satisfaction and the reasons why

it considers such event or circumstance sufficiently material for the Panel to permit Bidder

to withdraw or lapse the Scheme.

7.2 Where

the Combination is implemented by way of the Scheme, Bidder shall instruct counsel to appear

on its behalf at the Scheme Hearing and undertake to the Court to be bound by the terms of

the Scheme insofar as it relates to Bidder to the extent that all the Conditions (other than

the Conditions referred to in paragraphs 2.3, 3(e), 3(f), 3(g) and 3(h) of

Part A of Appendix I of the Announcement) have been satisfied or waived prior to or

on the date of the Scheme Hearing. Bidder shall provide such documentation or information

as may reasonably be required by Target’s counsel or the Court, in relation to such

undertaking.

7.3 If Bidder becomes aware of any fact, matter

or circumstance that it reasonably considers would allow any of the Conditions to be invoked

(applying the test set out in Rule 13.5(a) of the Code and the Panel would permit

it to so invoke), Bidder (subject to any restriction under applicable Law) shall inform Target

promptly.

7.4 Bidder undertakes that the New Bidder Shares

(to be issued to Target Shareholders as part of the Consideration for the Combination) will

be issued to Target Shareholders on (or, in the case of an Offer, as soon as reasonably practicable

after) the Effective Date, credited as fully paid and nonassessable and having equal distribution,

liquidation and voting rights with all other Bidder Shares then in issue (save for any Bidder

Permitted Dividend).

8. Conduct of business

8.1 Subject to Clause 8.2, except as: (i) expressly

contemplated by this Agreement and/or the Announcement (as applicable); (ii) consented

to in writing by Target; or (iii) required by applicable Law or the terms of any contract

with a third party which has been Disclosed to Target or publicly announced by Bidder before

the date of this Agreement, from the date of this Agreement until the sooner of the Effective

Date or the date on which this Agreement terminates in accordance with its terms, Bidder

shall not (and shall procure that no member of the Bidder Group shall):

(A) other than the granting of options or

awards in respect of Bidder Shares or selling Bidder Shares to directors, officers and employees,

in the normal and ordinary course and in accordance with the Bidder Group’s existing

incentive plans that have been Disclosed to Target, and allotting and issuing any Bidder

Shares to the extent necessary to satisfy any such options or awards vesting or due to be

settled under such plans:

(i) allot or issue any Bidder Shares or any

securities convertible into, or exchangeable for, Bidder Shares; or

(ii) grant any option over or right to subscribe

for any Bidder Shares or any securities convertible into, or exchangeable for, Bidder Shares,

in each case in a manner which is reasonably

likely to have a material adverse effect on the value or trading price of the Bidder Shares or otherwise have a materially dilutive effect

on the Share Consideration in the context of the Combined Group;

(B) split, combine, reclassify, consolidate

or sub-divide any of the Bidder Shares or amend its certificate of incorporation, by-laws,

other equivalent documents or other organisational documents, in each case, in any manner

that would or could reasonably be expected to have a material adverse impact on the value

of the New Bidder Shares;

than a Bidder Permitted Dividend or a dividend which Bidder reasonably

considers necessary: (i) for Bidder to continue to qualify as a REIT; or (ii) to

prevent a charge to income or excise tax arising for Bidder, authorise, declare, pay

or make any dividend or other distribution, or undertake any form of return of capital with

respect to the Bidder Shares (whether in cash, assets, shares or other securities);

(D) other than in the normal and ordinary

course, directly or indirectly, repurchase, redeem or otherwise acquire, cancel or reduce,

any Bidder Shares or any rights, warrants or options to acquire any such Bidder Shares;

(E) undertake any other form of capital reorganisation

not otherwise referred to in this Clause 8 which would or could reasonably be expected to

have a material adverse impact on the value of the New Bidder Shares;

(F) adopt a plan of complete or partial liquidation

or dissolution in respect of Bidder;

(G) do or fail to do any act or thing that

could reasonably be expected to result in a de-listing of Bidder Shares from the New York

Stock Exchange; or

(H) agree, resolve, commit or announce publicly

any agreement or intention to do any of the foregoing (as applicable), whether conditionally

or unconditionally.

8.2 Clause 8.1 shall not apply:

(A) to any act, transaction or arrangement

between Bidder or a member of the Bidder Group and another member of the Bidder Group; or

(B) to any action the taking of which is conditional

on the Combination not becoming effective or wholly unconditional.

8.3 From the date of this Agreement until the

Effective Date, Bidder shall, unless restricted under applicable law, regulation or any confidentiality

obligations of the Bidder or a member of the Bidder Group, inform Target of any material

issue arising in relation to the business of the Bidder Group that may reasonably be expected

to have a materially adverse impact on the value of the Bidder Shares or otherwise be materially

adverse to the prospects of the Bidder Group and its business as a whole (any such issue

a “Material Business Issue”) as soon as reasonably practicable after having

become aware of any such issue. Upon being informed of a Material Business Issue, Target

shall be entitled to request a meeting with Bidder to discuss such Material Business Issue.

9. Target Share Plans and Employee Related Matters

The parties agree that the provisions

of Schedule 2 shall apply in respect of the Target Share Plans and Target employee-related matters.

10. Directors’ and Officers’ Liability Insurance

10.1 To the extent permitted by applicable Law,

for six (6) years after the Effective Date, Bidder undertakes in favour of Target and

in favour of each of the directors, officers and employees of each member of the Target Group

as at and prior to the Effective Date to procure that the members of the Target Group shall

honour and fulfil all their respective obligations (if any) existing at the Effective Date

regarding:

(A) elimination of liability and indemnification

of current and former officers, directors and employees of the Target Group and advancement

of expenses; and

(B) provision of assistance to current and

former directors and officers of the Target Group to the extent they need to make a claim

against the Target Group directors’ and officers’ insurance policy (including

any run-off cover),

in each case with respect to matters

existing or occurring at or prior to the Effective Date provided, for the avoidance of doubt, that the terms of any run-off cover shall

be such that a claim may be brought after the Effective Date in respect of such matters.

10.2 Bidder shall procure the provision of directors’

and officers’ liability insurance for both current and former directors and officers

of the Target Group, including directors and officers who retire or whose employment is terminated

as a result of the Combination, for acts and omissions up to and including the Effective

Date, in the form of run-off cover for a period of six (6) years following the Effective

Date. Such insurance cover shall be with reputable insurers and provide cover, in terms of

amount and breadth, at least as much as that provided under the Target Group’s directors’

and officers’ liability insurance as at the date of this Agreement.

11. Code

11.1 Nothing in this Agreement shall in any way

limit the parties’ obligations under the Code and any uncontested rulings of the Panel

as to the application of the Code in conflict with the terms of this Agreement (which shall

take precedence over such terms).

11.2 The parties agree that, if the Panel determines

that any provision of this Agreement that requires Target to take or not to take action,

whether as a direct obligation or as a condition to any other person’s obligation (however

expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no

effect and shall be disregarded and neither Target nor the Target Directors shall have any

obligation to take or not take any such action.

11.3 Nothing in this Agreement shall oblige Target

or the Target Directors to recommend an Offer or a Scheme proposed by Bidder.

12. Invalidity

If at any time any provision of this

Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction or due to the operation of

Clause 11.2:

(A) that shall not affect or impair:

(i) the legality, validity or enforceability

in that jurisdiction of any other provision of this Agreement; or

(ii) the

legality, validity or enforceability under the Law of any other jurisdiction of that or any

other provision of this Agreement; and

(B) if it would be legal, valid and enforceable

if deleted in whole or in part or reduced in application, such provision shall apply with

such deletion or reduction as may be necessary to make it valid and enforceable but the enforceability

of the remainder of this Agreement shall not be affected.

13. Termination

13.1 Subject to Clauses 13.2 and 13.3, this Agreement

shall terminate with immediate effect and all rights and obligations of the parties under

this Agreement shall cease:

(A) if the parties so agree in writing;

(B) if the Announcement is not released by

8.00 a.m. on the date of this Agreement (unless, prior to that time, the parties have

agreed another time in accordance with Clause 2.1 in which case the later time and date shall

apply for the purposes of this Clause 13.1(B));

to Target if a Target Board Adverse Recommendation Change occurs;

(D) upon service of written notice by either

party if one or more of the following occurs:

(i) prior to the Long Stop Date, a Competing

Proposal becomes effective or is declared or becomes unconditional;

(ii) if the Combination (whether implemented

by way of the Scheme or the Offer) is withdrawn, terminates or lapses in accordance with

its terms and (where required) with the permission of the Panel, unless such lapse or withdrawal:

(a) is as a result of the exercise of Right

to Switch; or

(b) is to be followed promptly by a firm intention

announcement (under Rule 2.7 of the Code) made by Bidder or person acting in concert

(as defined in the Code) with Bidder to implement the Combination by a different offer or

scheme on substantially the same or improved terms, and such announcement is made within

ten (10) Business Days of such lapse or withdrawal;

(iii) prior to the Long Stop Date any Condition

has been invoked by Bidder (in circumstances where the invocation of the relevant Condition

is permitted by the Panel);

(iv) if

the Scheme is not approved at the Court Meeting or the Target GM Resolutions are not passed

at the Target GM or the Court refuses to sanction the Scheme, other than in circumstances

where Bidder has elected, pursuant to an Agreed Switch in accordance with the terms of this

Agreement, to implement the Combination by way of an Offer; or

(v) unless otherwise agreed by the parties in

writing or required by the Panel, the Effective Date has not occurred by the Long Stop Date;

(E) if the Effective Date occurs.

13.2 Termination of this Agreement shall be without

prejudice to the rights of either party that may have arisen at or prior to termination.

13.3 Clauses 1 and 11 to 18 (inclusive), and Clauses

9 and 10 and Schedule 2 (in circumstances where this Agreement is terminated on or after

the Effective Date) shall survive termination of this Agreement.

14. Warranties and Undertakings

14.1 Bidder warrants to Target and Target warrants

to Bidder on the date of this Agreement that:

(A) it has the requisite power and authority

to enter into and perform its obligations under this Agreement;

(B) subject to Clause 11.2, this Agreement

constitutes its binding obligations in accordance with its terms;

of its obligations under, this Agreement will not:

(i) result in any breach of any provision of

its constitutional documents;

(ii) result in a breach of, or constitute a

default under, any instrument to which it is a party or by which it is bound, where such

breach or default would be material in the context of the Combination; or

(iii) result in a breach of any order, judgment,

or decree of any court or governmental agency to which it is a party or by which it is bound.

14.2 Bidder warrants to Target on the date of

this Agreement that:

(A) no resolutions or approvals of its shareholders

are required to enter into and implement the Combination; and

(B) except as Disclosed to Target prior to

the execution of this Agreement, it is not aware of any circumstances which would reasonably

be expected to prevent any of the Conditions from being satisfied.

14.3 Bidder acknowledges that no responsibility

is accepted, and no representation, undertaking or warranty is made or given, in either case

expressly or impliedly, by Target, any member of the Target Group or by any of the Target

Group's directors, officers, employees, contractors or advisers (each a “Target

Representative”) as to the accuracy or completeness of the information provided.

14.4 Bidder acknowledges and agrees that any information

and/or assistance provided by any Target Representative, whether before, on or after the

date of this Agreement: (i) pursuant to the obligations of Target or any member of the

Target Group under or otherwise in connection with this Agreement; or (ii) in connection

with the Combination, shall in each case be (and have been) given on the basis that the relevant

Target Representative shall not incur any liability, whether in contract, tort (including

negligence) or otherwise, in respect of any loss or damage that any member of the Bidder

Group or any of their respective directors, officers, employees or advisers may suffer or

incur as a result of the provision of any such information and/or assistance (save, in each

case for loss or damage resulting from the fraud or fraudulent misrepresentation of the relevant

Target Representative).

15. Notices

15.1 A notice under or in connection with this

Agreement (a “Notice”) must be in writing and shall be delivered personally

or recorded delivery mail (or air mail if overseas) or by email to the party due to receive

the Notice to the address specified in Clause 15.2. If a method other than email is used,

a copy of the Notice shall also be sent by email contemporaneously.

15.2 The address of each party referred to in

Clause 15.1 above is:

(A) in the case of Bidder:

Address: Pier 1, Bay 1, San Francisco,

California, 94111

For the

attention of: Deborah Briones

Email:

[intentionally omitted]

(B) in the case of Target:

Address: The registered office of Target

from time to time

For the

attention of: Stephanie Murton, Head of Legal and Company Secretary

Email:

[intentionally omitted]

15.3 A party may change its notice details on

giving notice to the other party of the change in accordance with this Clause 15.

15.4 Unless there is evidence that it was received

earlier, a Notice is deemed given:

(A) if delivered personally, on the date and

time when left at the relevant address;

(B) if sent by recorded delivery mail, except

air mail, two (2) Business Days after posting it;

Days after posting it; and

(D) if sent by email, on the date and time

when sent, provided that the sender does not receive a notice of non-delivery,

provided that any Notice that would

otherwise be deemed given outside of the hours of 9.00 a.m. to 5.30 p.m. on a Business Day shall be deemed to be given at the

next 9.00 a.m. on a Business Day after it would otherwise have been deemed given.

15.5 Each Notice or other communication under

or in connection with this Agreement shall be in English.

16. General Provisions

Variation

16.1 No variation or amendment or modification

to this Agreement shall be effective unless made in writing (which for this purpose, does

not include email) and executed by each of the parties.

Remedies and waivers

16.2 No delay or omission by any party in exercising

any right, power or remedy provided by Law or under this Agreement shall:

(A) affect that right, power or remedy; or

(B) operate as a waiver of it.

16.3 The single or partial exercise of any right,

power or remedy provided by Law or under this Agreement shall not preclude any other or further

exercise of it or the exercise of any other right, power or remedy.

16.4 The rights, powers and remedies provided

for in this Agreement are cumulative and not exclusive of any rights, powers and remedies

provided by Law.

16.5 Without prejudice to any other rights and

remedies which a party may have, the parties acknowledge and agree that damages may not be

an adequate remedy for any breach or threatened breach by it of this Agreement and that the

party who is not in breach shall be entitled without proof of special damage to seek injunctive

relief and other equitable remedy (including specific performance).

16.6 Nothing in this Agreement shall oblige Target

to pay an amount in damages which the Panel determines would not be permitted by Rule 21.2

of the Code.

Assignment

16.7 Neither party may assign (whether absolutely

or by way of security and whether in whole or in part), transfer, mortgage, charge, declare

itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever)

the benefit of this Agreement or sub-contract or delegate in any manner whatsoever its performance

under this Agreement (each of the above a “dealing”) and any purported

dealing in contravention of this Clause 16.7 shall be ineffective.

Counterparts

16.8 This Agreement may be executed in any number

of counterparts, and by the parties on separate counterparts, but shall not be effective

until each party has executed at least one counterpart.

16.9 Each counterpart shall constitute an original

of this Agreement, but all the counterparts shall together constitute but one and the same

instrument.

Costs and Expenses

16.10 Except as otherwise stated in this Agreement,

each party shall pay its own costs and expenses in relation to the negotiation, preparation,

execution and carrying into effect of this Agreement and any matters contemplated by it.

No Partnership

16.11 Nothing in this Agreement and no action

taken by the parties under this Agreement shall constitute a partnership, joint venture or

agency relationship between any of the parties. A party has no authority to bind or contract

in the name of another party in any way or for any purpose by virtue of this Agreement.

Entire Agreement

16.12 The provisions of this Agreement shall be

supplemental to and shall not prejudice the terms of the Confidentiality Agreement and the

Joint Defence Agreement which shall remain in full force and effect. This Agreement, together

with the Confidentiality Agreement and the Joint Defence Agreement, represents the entire

understanding, and constitutes the whole agreement, in relation to its subject matter and

supersedes any previous agreement (whether written or oral) between the parties with respect

thereto.

16.13 Each party confirms that, except as provided

in this Agreement, the Confidentiality Agreement and the Joint Defence Agreement, neither

party has relied on any understanding, representation or warranty which is not contained

in this Agreement, the Confidentiality Agreement and the Joint Defence Agreement and, without

prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement, neither

party shall be under any liability or shall have any remedy in respect of any misrepresentation

or untrue statement unless and to the extent that a claim lies under this Agreement, the

Confidentiality Agreement and the Joint Defence Agreement.

Further Assurances

16.14 Each party shall, at its own cost, use reasonable

endeavours to, or procure that any relevant third party shall, do and/or execute and/or perform

all such further deeds, documents, assurances, acts and things as may reasonably be required

to give effect to this Agreement.

Rights of Third Parties

16.15 Clauses 7.4, 9, 10, 14.3 and 14.4 (the “Third

Party Rights Provisions”) are intended to confer benefits on and be enforceable

by the third parties referred to therein (the “Relevant Third Parties”).

16.16 Paragraph

8(D) of Part 1 of Schedule 2 (the “Remuneration Committee Provisions”)

is intended to confer benefits on the members of the Target Remuneration Committee and be

enforceable by members of the Target Remuneration Committee.

16.17 Notwithstanding the provisions of Clauses

16.15 and 16.16, the parties shall not require the consent of any person (including any Relevant

Third Party) other than the parties to vary or amend this Agreement, except for any variation

or amendment on or following the Effective Date of:

(A) the Third Party Rights Provisions or Clause

16.15 or this Clause 16.17 to the extent it relates to the ability to amend the Third Party

Rights Provisions, which shall require the consent of all affected Relevant Third Parties;

(B) the Remuneration Committee Provisions

or Clause 16.16 or this Clause 16.17 to the extent it relates to the ability to amend the

Remuneration Committee Provisions, which shall require the consent of all affected members

of the Target Remuneration Committee.

16.18 Except as specified in Clauses 16.15 and

16.16, the parties to this Agreement do not intend that any term of this Agreement should

be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person

who is not a party to this Agreement.

17. Governing Law

17.1 This Agreement is governed by and shall be

construed in accordance with English law. Any matter, claim or dispute arising out of or

in connection with this Agreement, whether contractual or non-contractual, is to be governed

by and determined in accordance with English law.

17.2 Each party irrevocably agrees that the Courts

of England shall have exclusive jurisdiction in relation to any dispute or claim arising

out of or in connection with this Agreement or its subject matter, existence, negotiation,

validity, termination or enforceability (including non-contractual disputes or claims).

17.3 Each party irrevocably waives any right that

it may have to object to an action being brought in those Courts, to claim that the action

has been brought in an inconvenient forum, or to claim that those Courts have no jurisdiction.

18. Agent for Service

18.1 Bidder

irrevocably appoints Prologis UK Limited of Prologis House, Blythe Gate, Blythe Valley

Park, Solihull, West Midlands, United Kingdom, B90 8AH (for the attention of Nick Smith (nsmith@prologis.com)

and Paul Weston (pweston@prologis.com) to be its agent for the receipt of Service Documents.

It agrees that any Service Document may be effectively served on it in connection with proceedings,

suit or action in England and Wales by service on its agent effected in any manner permitted

by the Civil Procedure Rules.

18.2 If the agent at any time ceases for any reason

to act as such, Bidder shall appoint a replacement agent having an address for service in

England or Wales and shall notify Target of the name and address of the replacement agent.

Failing such appointment and notification, Target shall be entitled by Notice pursuant to

Clause 15 to Bidder to appoint a replacement agent to act on behalf of Bidder. The provisions

of this clause applying to service on an agent apply equally to service on a replacement

agent.

18.3 A copy of any Service Document served on

an agent shall be sent by post to Bidder. Failure or delay in doing so shall not prejudice

the effectiveness of service of the Service Document.

Schedule 1

Firm Intention Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,

DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 August 2026

RECOMMENDED BEST AND FINAL* SHARE OFFER WITH

A PARTIAL CASH ALTERNATIVE

for

SEGRO plc (“SEGRO”)

Prologis, Inc. (“Prologis”)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

The boards of Prologis and SEGRO are pleased to announce that they have 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. (the “Offeror”) will acquire the entire issued and to be issued ordinary share capital of SEGRO (the “Combination”). The Combination is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Combination, SEGRO Shareholders shall be entitled to receive:

for each SEGRO Share

0.0920 New Prologis Shares

(the “Exchange Ratio”)

There is a Partial Cash Alternative of up to £3,509,777,110.70 (the “Maximum Cash Amount”), representing approximately 25 per cent of the total value of the consideration based on a fixed price of 1,031.7 pence per SEGRO Share (the “Partial Cash Alternative”, together with the Exchange Ratio, the “Combination Consideration”). Based on the fully diluted share count as of the date immediately prior to this announcement, SEGRO Shareholders who validly elect to receive the Partial Cash Alternative for the basic entitlement equal to 25 per cent of a fixed price of 1,031.7 pence per SEGRO Share would receive 258 pence in cash and would also receive 0.0690 New Prologis Shares for each SEGRO Share. SEGRO Shareholders may elect to receive cash consideration less than, or in excess of, their basic entitlement. Elections to receive cash in excess of this basic entitlement will be scaled back pro rata if aggregate valid cash elections exceed the Maximum Cash Amount. The Partial Cash Alternative will not affect the entitlements of those SEGRO Shareholders who do not elect for it, each of whom would receive 0.0920 New Prologis Shares for each SEGRO Share.

SEGRO Shareholders shall be entitled to receive and retain the 2026 interim dividend of up to 10.14 pence per SEGRO Share (the “2026 Interim Dividend”), as announced by SEGRO on 30 July 2026, without any reduction of the Combination Consideration.

SEGRO Shareholders shall also be entitled to receive and retain any 2026 final dividend of up to 22.56 pence per SEGRO Share (the “2026 Final Dividend”) if it is announced, declared, paid or made prior to the Effective Date, on the terms set out in this announcement, without any reduction of the Combination Consideration. In order to ensure that the 2026 Final Dividend can be declared and paid prior to the expected Effective Date (which is expected to occur during H1 2027), SEGRO expects that its 2027 annual general meeting, at which SEGRO Shareholders would consider, and if thought fit declare, the 2026 Final Dividend (the “Dividend GM”), will take place no later than March 2027 and the record date in respect of the 2026 Final Dividend will be commensurately earlier than SEGRO’s ordinary course dividend timetable. SEGRO does not intend to convene the Scheme Hearing and/or deliver the Court Order to the Registrar of Companies until the Dividend GM has taken place.

Should the timetable extend beyond the anticipated date for completion of the Combination (and the Scheme becoming Effective), SEGRO Shareholders shall also be entitled to receive and retain:

any 2027 interim dividend of up to 10.55 pence per SEGRO Share (the “2027 Interim Dividend”); and

any 2027 final dividend of up to 23.52 pence per SEGRO Share (the “2027 Final Dividend” and, with the 2026 Interim Dividend, the 2026 Final Dividend and the 2027 Interim Dividend, the “SEGRO Permitted Dividends”),

in each case that is announced, declared,

paid or made or becomes payable by SEGRO in the ordinary course, in accordance with SEGRO’s dividend policy and consistent with

past practice in relation to timing, on or after the date of this announcement and prior to the Effective Date, without any reduction

of the Combination Consideration.

Based on the closing price per Prologis Share of $149.94 and a GBP:USD exchange rate of 1.3371 on 21 July 2026 (being the last practicable date prior to the announcement of Prologis’ Best and Final* Proposal on 22 July 2026) and assuming that the Partial Cash Alternative is fully taken up:

the Combination Consideration values each SEGRO Share at 1,031.7 pence and the entire issued and to be issued ordinary share capital of SEGRO at approximately £14.0 billion; and

the Combination Consideration, together with the 2026 Final Dividend (which SEGRO Shareholders will be entitled to receive and retain, if it is declared and paid in full), values each SEGRO Share at 1,054.3 pence and the entire issued and to be issued ordinary share capital of SEGRO at approximately £14.3 billion.

The Combination Consideration of 1,031.7 pence per SEGRO Share represents a premium of approximately:

39.0 per cent to SEGRO’s closing share price of 742 pence on 23 June 2026 (being the day prior to the commencement of the Offer Period);

41.3 per cent to SEGRO’s one-month volume-weighted average share price of 730 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period);

46.5 per cent to SEGRO’s three-month volume-weighted average share price of 704 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period); and

14.4 per cent to SEGRO’s EPRA NTA of 902 pence per SEGRO Share as at 30 June 2026.

The Combination Consideration, together with the 2026 Final Dividend of up to 22.56 pence per SEGRO Share (which SEGRO Shareholders will be entitled to receive and retain, if such dividend is declared and paid in full), values each SEGRO Share at 1,054.3 pence, which represents a premium of approximately:

42.1 per cent to SEGRO’s closing share price of 742 pence on 23 June 2026 (being the day prior to the commencement of the Offer Period);

44.4 per cent to SEGRO’s one-month volume-weighted average share price of 730 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period);

49.8 per cent to SEGRO’s three-month volume-weighted average share price of 704 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period); and

16.9 per cent to SEGRO’s EPRA NTA of 902 pence per SEGRO Share as at 30 June 2026.

Based on the closing Prologis share price of $144.15 and a GBP:USD exchange rate of 1.3438 on 3 August 2026, being the last practicable date prior to the date of this announcement, and assuming SEGRO Shareholders elect for 25 per cent cash, the Combination values each SEGRO Share at 998.1 pence.

Following the Effective Date, assuming that the Partial Cash Alternative is fully taken up and based on Prologis’ and SEGRO’s fully diluted share capital as at 3 August 2026 (being the last practicable date prior to the date of this announcement), SEGRO Shareholders would hold approximately 8.9 per cent of the shares in the Combined Group, allowing them to participate in the future growth prospects of the Combined Group.

Subject to required approvals, Prologis Shares (including the New Prologis Shares) will be admitted to the equity shares (international commercial companies secondary listing) category of the Official List maintained by the FCA and to trading on the Main Market for listed securities of the London Stock Exchange on, or shortly after, the Effective Date. This will ensure a greater range of both existing and prospective shareholders are able to access the future value creation opportunity of the Combined Group.

The SEGRO Directors intend unanimously to recommend the Combination.

It is intended that the Combination will be effected by way of the Scheme (although Prologis reserves the right to implement the Combination by way of a Takeover Offer, subject to consent of the Panel (if required) and the terms of the Co-operation Agreement). The Conditions to the Combination are set out in full in Appendix I and include, in summary: (i) approval by the requisite majorities of Scheme Shareholders at the Court Meeting and of SEGRO Shareholders at the General Meeting; (ii) sanction of the Scheme by the Court; (iii) the Combination becoming Effective no later than the Long-stop Date; (iv) receipt of certain anti-trust and regulatory approvals, clearances and/or confirmations as detailed in Part A of Appendix I; and (v) the secondary listing and admission of Prologis Shares to trading on the London Stock Exchange.

Prologis’ proven M&A track record

and longstanding European presence

As the global leader in logistics real estate, Prologis builds intelligent infrastructure that powers global commerce, with operations in high-barrier, high-growth markets. Prologis’ strategy is to own, operate and develop high-quality logistics assets in strategic locations, meeting customers’ evolving needs while delivering reliable, growing cash flows and attractive returns through the cycle.

Selective, value-creating M&A has been a consistent part of Prologis’ growth strategy. Its proven track record includes the successful all-share acquisitions of publicly listed logistics real estate companies, with Duke Realty Corporation in 2022, Liberty Property Trust in 2019 and DCT Industrial Trust in 2018. Prologis has successfully integrated these businesses and delivered synergies, demonstrating the strength of its platform.

Prologis has invested in the UK and Europe, building a business with £28.0 billion of AUM since 1997. Over the past 28 years, Prologis has built a portfolio spanning 251 million square feet across 12 countries and 50 markets in the region, supported by established operating, development and investment management capabilities and longstanding institutional capital partnerships. Prologis is a significant long-term investor to the UK economy, having invested £5.6 billion of capital over the past decade with a further £5.5 billion publicly committed.

Clear strategic rationale and value creation

Prologis and SEGRO believe that the Combination offers a compelling opportunity to SEGRO Shareholders. SEGRO Shareholders would become shareholders in the world’s largest logistics REIT with a $138 billion market capitalisation (as at the last practicable date prior to the date of this announcement) – while receiving significant value above SEGRO’s share price prior to the commencement of the Offer Period and the ability to receive a portion of the consideration in cash at a 14.4 per cent premium to SEGRO’s last reported EPRA NTA.

SEGRO Shareholders could also participate in the future performance of a global platform with a track record of outperformance across key metrics and the successful integration of major corporate transactions with the delivery of synergies.

Prologis also believes the Combination would deliver significant benefits to the customers, employees and other stakeholders of the Combined Group. In particular, the Combination would return Prologis’ European exposure to levels similar to those before the Duke Realty acquisition in 2022. Prologis sees significant growth opportunities and supportive market dynamics in Europe over the medium term. Prologis also expects the Combination to present increased opportunities for SEGRO’s customers and employees as part of a broader global organisation.

SEGRO’s well-established footprint across key UK and European urban warehousing and logistics locations would deepen Prologis’ presence in high-growth, attractive markets, complementing Prologis’ existing global platform and increasing the potential benefits available from greater scale.

The Combination would result in a combined European operating portfolio of approximately 368 million square feet, more than tripling SEGRO’s existing European footprint.

The Combination provides a compelling value

proposition

Prologis believes that the Combination has clear

strategic rationale and provides SEGRO Shareholders with a compelling value proposition:

A Truly Global Platform with Significant Scale

The Combined Group will benefit from a scaled, global platform, fortress balance sheet and established strategic capital platform. The Combined Group would bring together two high-quality portfolios with approximately £200 billion of AUM. Its modern, well-located and well-invested facilities would be concentrated in major consumption and distribution corridors.

Combining Prologis' global customer ecosystem, operating platform and established local expertise across the UK and Europe with SEGRO's complementary pan-European platform would create a stronger proposition for customers. The Combined Group would enable customers to manage their supply chain needs through a single global logistics partner.

The Combination would give SEGRO Shareholders exposure to global growth markets, while Prologis increases its European exposure, a market in which it sees significant growth opportunities.

Significant Combined Data Center Pipeline with an Enhanced Return Outlook

[intentionally omitted]

Prologis’ established and scaled platform has a track record of delivering and monetising development projects. Prologis believes that its global platform, balance sheet strength and diversified capital base can accelerate the realization of the significant embedded value of SEGRO’s development and data center pipeline.

Prologis’ Proven Stewardship of Shareholder Capital and Strong M&A Integration Track Record

Prologis’ history of achieving cost and revenue synergies demonstrates the strength of its platform and its ability to integrate acquired businesses successfully.

Prologis expects the Combination to deliver significant synergies, consistent with its track record on previous transactions. Prologis’ model of focusing on active management and ancillary services is designed to improve the operational performance of the properties and generate additional value.

Effects of the Combination on Prologis

The Combination is consistent with Prologis’ strategy of owning and operating high-quality logistics real estate capable of delivering reliable, growing cash flows and attractive total returns through the cycle.

Consistent with Prologis’ previous M&A transactions, Prologis expects significant cost and operational efficiencies, alongside benefits from enhanced scale in asset management and procurement.

The Combination is expected to enhance Prologis’ long-term earnings and return potential. In the first full year following completion of the Combination, assuming annualised run-rate synergies, the Combination is expected to have a broadly neutral to minimally dilutive impact on Core FFO and AFFO per Prologis Share.

Prologis expects to maintain A2/A credit ratings from Moody's and S&P.

Recommendation of the SEGRO Directors

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 advice to the SEGRO Directors, Evercore and Morgan Stanley have relied upon 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 intend unanimously to recommend that SEGRO Shareholders vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting (and if Prologis, with the consent of the Panel (if required) and subject to the terms of the Co-operation Agreement, subsequently structures the Combination as a Takeover Offer, to accept any Takeover Offer by Prologis), 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 3 August 2026 (being the last practicable date prior to the date of this announcement).

[intentionally omitted]

Irrevocable undertakings

Prologis has received irrevocable undertakings

from each of the SEGRO Directors that hold SEGRO Shares to vote in favour of the Scheme at the Court Meeting and the resolution(s) to

be proposed at the General Meeting (and if Prologis, with the consent of the Panel (if required) and subject to the terms of the Co-operation

Agreement, subsequently structures the Combination as a Takeover Offer, to accept any Takeover Offer by Prologis) in respect of an aggregate

of 3,331,443 SEGRO Shares representing, approximately 0.245 per cent of the existing issued ordinary share capital of SEGRO as at 3 August 2026

(being the last practicable date prior to the date of this announcement).

Further details

of these irrevocable undertakings are set out in Appendix III.

Timetable and Conditions

Prologis and SEGRO expect the Combination to complete in H1 2027, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I to this announcement. The Scheme Document will contain further details on the expected timetable.

The Combination will be put to SEGRO Shareholders to vote at the Court Meeting and at the General Meeting (which is expected to take place immediately following the Court Meeting). In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent in value of the Scheme Shares voted. In addition, certain resolution(s) required to implement the Scheme must be passed by the requisite majority or majorities at the General Meeting.

It is expected that the Scheme Document, containing further information about the Combination and notices of the Court Meeting and the General Meeting, will be published within 28 days of this announcement and the Court Meeting and General Meeting will be convened as soon as practicable thereafter.

The Combination is conditional on, amongst other things, the approval of SEGRO Shareholders and subject to the further Conditions and terms set out in Appendix I (which will be set out in full in the Scheme Document). The Conditions include, amongst others:

the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent in value of the Scheme Shares voted by those Scheme Shareholders;

the resolution(s) required to implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting;

the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Prologis and SEGRO);

the delivery of a copy of the Court Order to the Registrar of Companies;

the receipt of certain anti-trust and regulatory approvals, clearances and/or confirmations from relevant authorities;

the New Prologis Shares having been approved for listing on the New York Stock Exchange; and

acknowledgement having been received by Prologis that the application for Admission has been approved and the Prologis Shares will be admitted to trading on the Main Market for listed securities of the London Stock Exchange.

*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 this announcement 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 summary should be read in conjunction

with the full text of this announcement. The Combination shall be subject to the Conditions and further terms set out in Appendix I and

to the full terms and conditions which shall be set out in the Scheme Document. Appendix II contains the sources of information and bases

of calculation of certain information contained in this announcement, Appendix III contains a summary of the irrevocable undertakings

received in relation to the Combination and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

The person responsible for releasing this announcement

on behalf of SEGRO is Stephanie Murton, Company Secretary.

Enquiries:

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 (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

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

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.

Slaughter and May is retained as legal adviser

to SEGRO.

Important Notices

N.M. Rothschild & Sons Limited (“Rothschild &

Co”), which is authorised and regulated by the Financial Conduct Authority (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 Prudential Regulation Authority (the “PRA”) and regulated in the United

Kingdom by the FCA and the PRA, Eastdil Secured International Limited (“Eastdil Secured” 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, 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.

Evercore Partners International LLP ("Evercore"),

which is authorised and regulated by 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 PRA and regulated by the PRA and the FCA in the United Kingdom, is

acting exclusively as lead financial adviser 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.

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 shall be implemented by means

of the Scheme (although Prologis reserves the right to implement the Combination by way of a Takeover Offer as described below, with the

consent of the Panel (if required) and subject to the terms of the Co-operation Agreement), and the Scheme Document, together with the

Forms of Proxy and the Forms of Election, shall contain the full terms and conditions of the Combination, including details of how to

vote in respect of the Combination. Any decision in respect of, or other response to, the Combination should be made only on the basis

of the information contained in the Scheme Document. Each SEGRO Shareholder is urged to consult its independent professional adviser immediately

regarding the tax consequences to it (or its beneficial owners) of the Combination.

SEGRO shall prepare the Scheme Document to

be distributed to SEGRO Shareholders. Prologis and SEGRO urge SEGRO Shareholders to read the Scheme Document, when it becomes available,

because it will contain important information relating to the Combination.

Prologis reserves the right to elect (with

the consent of the Panel (if required), and subject to the terms of the Co-operation Agreement) to implement the Combination by way of

a Takeover Offer for the SEGRO Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same

terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject

to appropriate amendments (including without limitation: (i) amendments required by, or deemed appropriate by, Prologis under applicable

law, including US securities law; and (ii) an acceptance condition set at 75 per cent of SEGRO Shares or such lesser percentage as

Prologis may decide or as required by the Panel (subject to the terms of the Co-operation Agreement), being in any case more than 50 per

cent of SEGRO Shares). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient SEGRO Shares are otherwise

acquired, it is the intention of Prologis to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding SEGRO

Shares to which such offer relates.

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 exemption document.

Overseas Shareholders

The release, publication or distribution of

this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who

are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable

requirements.

To the fullest extent permitted by applicable

law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions

by any person. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed

may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions

outside of England and Wales.

Unless otherwise determined by Prologis or

required by the Code, and permitted by applicable law and regulation, the Combination shall 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 within a 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 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 or any jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving

this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise

forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing

so may render invalid any related purported vote in respect of the Combination.

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.

Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The New Prologis Shares may not be offered,

sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted

Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those

jurisdictions.

Further details in relation to Overseas Shareholders

shall be contained in the Scheme Document.

Additional information related to US law

The Combination relates to shares of a UK company

and is proposed to be effected by means of a court-sanctioned scheme of arrangement under the laws of England and Wales. A transaction

effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under

the US Exchange Act and is exempt from the registration requirements under the US Securities Act.

Accordingly, the Combination is subject to

the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure

requirements of US tender offer rules and proxy solicitation rules and the registration requirements under the US Securities

Act.

However, if Prologis were to elect to implement

the Combination by means of a Takeover Offer (subject to the consent of the Panel (if required) and the terms of the Co-operation Agreement),

such takeover offer will be made in compliance with all applicable US laws and regulations.

The New Prologis Shares to be issued pursuant

to the Scheme will not be registered under the US Securities Act or any US state securities laws and will be issued pursuant to the exemption

from registration provided by Section 3(a)(10) of the US Securities Act and similar exemptions under applicable US state securities

laws. New Prologis Shares issued to persons other than “affiliates” of Prologis or the Combined Group (defined generally as

certain control persons in Rule 144 under the US Securities Act) will be freely transferable under US federal securities law after

the Combination. Persons (whether or not US persons) who are or will be “affiliates” of Prologis within 90 days prior to,

or of the Combined Group after, the Effective Date will be subject to certain transfer restrictions relating to the New Prologis Shares

under US federal securities law. If, in the future, Prologis elects to implement the Combination by way of a Takeover Offer or otherwise

in a manner that is not exempt from the registration requirements of the US Securities Act, it will file a registration statement with

the SEC that will contain a prospectus/offer to exchange with respect to the issuance of the New Prologis Shares. In that event, SEGRO

Shareholders are urged to read the registration statement, the prospectus/offer to exchange and the other relevant documents filed with

the SEC carefully and in their entirety if and when they become available as they will contain important information. SEGRO Shareholders

will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Prologis through

the website maintained by the SEC at http://www.sec.gov and by visiting Prologis’ investor relations website at https://ir.prologis.com.

These documents (if and when available) may also be obtained free of charge from Prologis by requesting them from Investor Relations by

mail at Pier 1, Bay 1, San Francisco, CA 94111.

For the purpose of qualifying for the exemption

from registration provided by Section 3(a)(10) of the US 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.

In accordance with normal United Kingdom practice

(and, in the event the Combination is to be implemented by way of a Takeover Offer, in accordance with Rule 14e-5(b) under

the US 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 US, 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 (and, in the event the Combination is to be implemented by

way of a Takeover Offer, outside of the United States). Any information about such purchases or arrangements to purchase will be disclosed

as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website

at www.londonstockexchange.com.

Additional information for US investors

Financial information relating to SEGRO included

in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in

the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared

in accordance with generally accepted accounting principles in the United States.

Prologis is organised under the laws of the

State of Maryland, United States, and SEGRO is organised under the laws of England and Wales. Some of the officers and directors of Prologis

and SEGRO, respectively, are residents of countries other than the United States. In addition, most of the assets of SEGRO and some of

the assets of Prologis are located outside the United States. As a result, it may be difficult for US shareholders of SEGRO to enforce

their rights and any claim arising out of the federal or state securities laws of the United States in connection with the Combination

against, or to effect service of process within the United States upon, SEGRO or its officers or directors or to enforce against them

a judgment of a US court predicated upon the federal or state securities laws of the United States.

High-Level U.S. Federal Income Tax Consequences

The receipt of consideration by a US holder

for the transfer of its SEGRO Shares (or, cash consideration under the Partial Cash Alternative) pursuant to the Scheme is expected to

be a taxable transaction for United States federal income tax purposes.

For certain SEGRO Shareholders, section 304

of the U.S. Internal Revenue Code (IRC) may apply to the Combination, in which case the cash consideration received pursuant to the Combination

may be subject to U.S. federal income tax as a deemed dividend (“U.S. Deemed Dividend Tax”). For U.S. SEGRO Shareholders,

dividends are generally taxable as ordinary income, subject to any reduced tax rates or deductions provided under the IRC. For Non-U.S.

SEGRO Shareholders, U.S. Deemed Dividend Tax may be collected via a withholding tax at a 30 per cent rate (or such lower rate as may be

specified by an applicable income tax treaty) from the cash consideration received pursuant to the Combination.

The Scheme Document will contain details on

certain expected US and UK tax consequences of the Combination, including the potential application of section 304 of the IRC (and details

of any paperwork available to mitigate any potential withholding tax in respect thereof).

Securities Ratings

This announcement contains securities ratings.

A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the issuing

agency.

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 US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of

1934, as amended. 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 center 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 realize 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 center development and the

integration of the operations of significant real estate portfolios; (xiv) maintenance of REIT status, 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.

Non-GAAP measures

This announcement includes certain terms and

non-GAAP financial measures that are not specifically defined herein, including “Core FFO” per share and “AFFO”

per share. These terms and financial measures for Prologis are defined and, in the case of the non-GAAP financial measures, reconciled

to the most directly comparable GAAP measures, in Prologis’ quarterly Earnings Release and Supplemental Information that is available

on Prologis’ investor relations website at https://ir.prologis.com and on the SEC’s website at www.sec.gov.

No profit forecasts or estimates

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 share for Prologis, SEGRO or the Combined Group, as appropriate, for the current or future financial years would necessarily match

or exceed the historical published earnings or earnings per share for Prologis or SEGRO, as appropriate.

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 Prologis’ website at https://ir.prologis.com and on SEGRO’s website

at https://www.segro.com/investors 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 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 the figures that precede them.

Rule 2.9 of the Code

In accordance with Rule 2.9 of the Code,

Prologis confirms that, as at the close of business on 3 August 2026, it had issued and outstanding 933,083,372 shares of common

stock at par value of $0.01 per share. The International Securities Identification Number (ISIN) of the shares of common stock is US74340W1036.

The Legal Entity Identifier (LEI) for Prologis is 529900DFH19P073LZ636. Prologis does not hold any of its common stock in treasury.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,

DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 August 2026

RECOMMENDED BEST AND FINAL* SHARE OFFER WITH

A PARTIAL CASH ALTERNATIVE

for

SEGRO plc (“SEGRO”)

Prologis, Inc. (“Prologis”)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Introduction

The boards of Prologis and SEGRO are

pleased to announce that they have 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. (the “Offeror”)

will acquire the entire issued and to be issued ordinary share capital of SEGRO (the “Combination”). The Combination

is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

The Combination

Under the terms of the Combination,

which shall be subject to the Conditions and further terms set out below and in Appendix I and the full terms and conditions which will

be set out in the Scheme Document, SEGRO Shareholders shall be entitled to receive:

for each SEGRO Share

0.0920 New Prologis Shares

(the “Exchange Ratio”)

There is a Partial Cash Alternative

of up to £3,509,777,110.70 (the “Maximum Cash Amount”), representing approximately 25 per cent of the total value

of the consideration based on a fixed price of 1,031.7 pence per SEGRO Share (the “Partial Cash Alternative”, together

with the Exchange Ratio, the “Combination Consideration”). Based on the fully diluted share count as of the date immediately

prior to this announcement, SEGRO Shareholders who validly elect to receive the Partial Cash Alternative for the basic entitlement equal

to 25 per cent of a fixed price of 1,031.7 pence per SEGRO Share would receive 258 pence in cash and would also receive 0.0690 New Prologis

Shares for each SEGRO Share. SEGRO Shareholders may elect to receive cash consideration less than, or in excess of, their basic entitlement.

Elections to receive cash in excess of this basic entitlement will be scaled back pro rata if aggregate valid cash elections exceed the

Maximum Cash Amount. The Partial Cash Alternative will not affect the entitlements of those SEGRO Shareholders who do not elect for it,

each of whom would receive 0.0920 New Prologis Shares for each SEGRO Share.

SEGRO Shareholders shall be entitled

to receive and retain the 2026 interim dividend of up to 10.14 pence per SEGRO Share (the “2026 Interim Dividend”), as announced

by SEGRO on 30 July 2026, without any reduction of the Combination Consideration.

SEGRO Shareholders shall also be entitled

to receive and retain any 2026 final dividend of up to 22.56 pence per SEGRO Share (the “2026 Final Dividend”) if it is announced,

declared, paid or made prior to the Effective Date, on the terms set out in this announcement, without any reduction of the Combination

Consideration. In order to ensure that the 2026 Final Dividend can be declared and paid prior to the expected Effective Date (which is

expected to occur during H1 2027), SEGRO expects that its 2027 annual general meeting, at which SEGRO Shareholders would consider, and

if thought fit declare, the 2026 Final Dividend (the “Dividend GM”), will take place no later than March 2027 and the

record date in respect of the 2026 Final Dividend will be commensurately earlier than SEGRO’s ordinary course dividend timetable.

SEGRO does not intend to convene the Scheme Hearing and/or deliver the Court Order to the Registrar of Companies until the Dividend GM

has taken place.

Should the timetable extend beyond the anticipated date for completion

of the Combination (and the Scheme becoming Effective), SEGRO Shareholders shall also be entitled to receive and retain:

any 2027 interim dividend of up to 10.55 pence per SEGRO Share (the “2027 Interim Dividend”); and

in each case that is announced, declared, paid or made or becomes payable

by SEGRO in the ordinary course, in accordance with SEGRO’s dividend policy and consistent with past practice in relation to timing,

on or after the date of this announcement and prior to the Effective Date, without any reduction of the Combination Consideration.

Based on the closing price per Prologis

Share of $149.94 and a GBP:USD exchange rate of 1.3371 on 21 July 2026 (being the last practicable date prior to the announcement

of Prologis’ Best and Final* Proposal on 22 July 2026) and assuming that the Partial Cash Alternative is fully taken up:

the Combination Consideration values each SEGRO Share at 1,031.7 pence and the entire issued and to be issued ordinary share capital of SEGRO at approximately £14.0 billion; and

The Combination Consideration of 1,031.7

pence per SEGRO Share represents a premium of approximately:

39.0 per cent to SEGRO’s closing share price of 742 pence on 23 June 2026 (being the day prior to the commencement of the Offer Period);

41.3 per cent to SEGRO’s one-month volume-weighted average share price of 730 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period);

46.5 per cent to SEGRO’s three-month volume-weighted average share price of 704 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period); and

14.4 per cent to SEGRO’s EPRA NTA of 902 pence per SEGRO Share as at 30 June 2026.

The Combination Consideration, together with the 2026 Final Dividend

of up to 22.56 pence per SEGRO Share (which SEGRO Shareholders will be entitled to receive and retain, if such dividend is declared and

paid in full), values each SEGRO Share at 1,054.3 pence, which represents a premium of approximately:

42.1 per cent to SEGRO’s closing share price of 742 pence on 23 June 2026 (being the day prior to the commencement of the Offer Period);

44.4 per cent to SEGRO’s one-month volume-weighted average share price of 730 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period);

49.8 per cent to SEGRO’s three-month volume-weighted average share price of 704 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period); and

16.9 per cent to SEGRO’s EPRA NTA of 902 pence per SEGRO Share as at 30 June 2026.

Based on the closing Prologis share

price of $144.15 and a GBP:USD exchange rate of 1.3438 on 3 August 2026, being the last practicable date prior to the date of this

announcement, and assuming SEGRO Shareholders elect for 25 per cent cash, the Combination values each SEGRO Share at 998.1 pence.

The SEGRO Shares acquired under the

Combination shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and

any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them,

including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any)

declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made,

on or after the Effective Date, save for any SEGRO Permitted Dividends.

The Combination, assuming that the Partial

Cash Alternative is fully taken up, will result in the issue of approximately 93,893,427 New Prologis Shares by Prologis, representing

approximately 8.9 per cent of Prologis’ enlarged issued share capital assuming the issue of no other Prologis Shares or SEGRO Shares

after 3 August 2026 (being the last practicable date prior to the date of this announcement).

The New Prologis Shares will, when issued,

be validly issued, fully paid and non-assessable.

In lieu of receiving a fraction of a

New Prologis Share, it is expected that SEGRO Shareholders will receive cash, without interest, rounded down to the nearest penny, in

an amount equal to the fraction of the New Prologis Share to which the SEGRO Shareholder would otherwise be entitled to receive multiplied

by the last reported sale price of Prologis Shares on the New York Stock Exchange (as reported in Bloomberg or, if not reported therein,

in another authoritative source selected by Prologis) on the last Business Day prior to the Effective Date.

*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 this announcement 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).

Partial Cash Alternative

SEGRO Shareholders can elect to receive

cash instead of some, or potentially all, of the New Prologis Shares to which they would otherwise be entitled under the Combination.

The maximum aggregate amount of the Partial Cash Alternative will not exceed £3,509,777,110.70 (namely, the “Maximum Cash

Amount”, representing approximately 25 per cent of the total value of the consideration based on a fixed price of 1,031.7 pence

per SEGRO Share).

Based on the fully diluted share count

as of the date immediately prior to this announcement, SEGRO Shareholders who validly elect to receive the Partial Cash Alternative for

up to the basic entitlement (equal to 25 per cent of a fixed price of 1,031.7 pence per SEGRO Share, being 258 pence in cash per SEGRO

Share) will receive the full amount of cash for which they have elected (and a matching reduction in the proportion of New Prologis Shares

to be received by such SEGRO Shareholder). SEGRO Shareholders who elect to receive the basic entitlement of 258 pence in cash per SEGRO

Share would therefore also receive 0.0690 New Prologis Shares for each SEGRO Share.

SEGRO Shareholders may elect to receive

cash consideration less than, or in excess of, their basic entitlement, in which case the number of New Prologis Shares they receive will

be adjusted accordingly. Elections to receive cash in excess of this basic entitlement may be scaled back pro rata (rounding down any

fractions to the nearest whole number), depending upon the overall level of take up of the Partial Cash Alternative. Any election will

only be valid in respect of the scaled back cash consideration.

If valid elections for the Partial Cash

Alternative would otherwise result in the payment of more than the Maximum Cash Amount, SEGRO Shareholders who have elected to receive

the Partial Cash Alternative in excess of their basic entitlement of 258 pence in cash per SEGRO Share will be scaled back as nearly as

is practicable on a pro rata basis in respect of such excess elections, with the balance of entitlements being satisfied in New Prologis

Shares on the basis of the Exchange Ratio (other than fractional entitlements). If valid elections for the Partial Cash Alternative are

in aggregate no more than the Maximum Cash Amount, all elections for the Partial Cash Alternative will be met in full.

If elections for the Partial Cash Alternative

are such that the Maximum Cash Amount is paid to SEGRO Shareholders, Prologis would issue approximately 93,893,427 New Prologis Shares

pursuant to the Combination and would have approximately 1,054,126,614 Prologis Shares in issue following such issuance, and SEGRO Shareholders

would together hold approximately 8.9 per cent of the Prologis Shares in issue upon the Effective Date. If no elections are made for the

Partial Cash Alternative, Prologis would issue approximately 125,191,236 New Prologis Shares pursuant to the Combination. As a result

of the Combination, Prologis would, in those circumstances, have approximately 1,085,424,423 Prologis Shares in issue and SEGRO Shareholders

would together hold approximately 11.5 per cent of the Prologis Shares in issue following the Effective Date.

The Partial Cash Alternative will not

affect the entitlements of those SEGRO Shareholders who do not elect for it, each of whom would receive 0.0920 New Prologis Shares for

each SEGRO Share in accordance with the terms of the Scheme.

Further details in relation to the Partial

Cash Alternative, including which SEGRO Shareholders may be ineligible to participate, will be contained in the Scheme Document and the

related Form of Election.

Background to and reasons for the Combination

Prologis’ proven M&A track

record and longstanding European presence

As the global leader in logistics real

estate, Prologis builds intelligent infrastructure that powers global commerce, with operations in high-barrier, high-growth markets.

Prologis’ strategy is to own, operate and develop high-quality logistics assets in strategic locations, meeting customers’

evolving needs while delivering reliable, growing cash flows and attractive returns through the cycle.

Selective, value-creating M&A has

been a consistent part of Prologis’ growth strategy. Its proven track record includes the successful all-share acquisitions of publicly

listed logistics real estate companies, with Duke Realty Corporation in 2022, Liberty Property Trust in 2019 and DCT Industrial Trust

in 2018. Prologis has successfully integrated these businesses and delivered synergies, demonstrating the strength of its platform.

Prologis has invested in the UK and

Europe, building a business with £28.0 billion of AUM since 1997. Over the past 28 years, Prologis has built a portfolio spanning

251 million square feet across 12 countries and 50 markets in the region, supported by established operating, development and investment

management capabilities and longstanding institutional capital partnerships. Prologis is a significant long-term investor to the UK economy,

having invested £5.6 billion of capital over the past decade with a further £5.5 billion publicly committed.

Clear strategic rationale and value

creation

Prologis and SEGRO believe that the

Combination offers a compelling opportunity to SEGRO Shareholders. SEGRO Shareholders would become shareholders in the world’s largest

logistics REIT with a $138 billion market capitalisation (as at the last practicable date prior to the date of this announcement) –

while receiving significant value above SEGRO’s share price prior to the commencement of the Offer Period and the ability to receive

a portion of the consideration in cash at a 14.4 per cent premium to SEGRO’s last reported EPRA NTA.

SEGRO Shareholders could also participate

in the future performance of a global platform with a track record of outperformance across key metrics and the successful integration

of major corporate transactions with the delivery of synergies.

Prologis also believes the Combination

would deliver significant benefits to the customers, employees and other stakeholders of the Combined Group. In particular, the Combination

would return Prologis’ European exposure to levels similar to those before the Duke Realty acquisition in 2022. Prologis sees significant

growth opportunities and supportive market dynamics in Europe over the medium term. Prologis also expects the Combination to present increased

opportunities for SEGRO’s customers and employees as part of a broader global organisation.

SEGRO’s well-established footprint

across key UK and European urban warehousing and logistics locations would deepen Prologis’ presence in high-growth, attractive

markets, complementing Prologis’ existing global platform and increasing the potential benefits available from greater scale.

The Combination would result in a combined

European operating portfolio of approximately 368 million square feet, more than tripling SEGRO’s existing European footprint.

The Combination provides a compelling

value proposition

Prologis believes that the Combination

has clear strategic rationale and provides SEGRO Shareholders with a compelling value proposition:

A Truly Global Platform with Significant Scale

The Combination would give SEGRO Shareholders exposure to global growth markets, while Prologis increases its European exposure, a market in which it sees significant growth opportunities.

Significant Combined Data Center Pipeline with an Enhanced Return Outlook

[intentionally omitted]

Prologis’ Proven Stewardship of Shareholder Capital and Strong M&A Integration Track Record

Prologis’ history of achieving cost and revenue synergies demonstrates the strength of its platform and its ability to integrate acquired businesses successfully.

Effects of the Combination on Prologis

The Combination is consistent with Prologis’

strategy of owning and operating high-quality logistics real estate capable of delivering reliable, growing cash flows and attractive

total returns through the cycle.

Consistent with Prologis’ previous

M&A transactions, Prologis expects significant cost and operational efficiencies, alongside benefits from enhanced scale in asset

management and procurement.

The Combination is expected to enhance

Prologis’ long-term earnings and return potential. In the first full year following completion of the Combination, assuming annualised

run-rate synergies, the Combination is expected to have a broadly neutral to minimally dilutive impact on Core FFO and AFFO per Prologis

Share.

Prologis expects to maintain A2/A credit

ratings from Moody's and S&P.

Recommendation of the SEGRO Directors

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 advice to the SEGRO Directors, Evercore and Morgan Stanley have relied upon 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

intend unanimously to recommend that SEGRO Shareholders vote in favour of the Scheme at the Court Meeting and the resolution(s) to

be proposed at the General Meeting (and if Prologis, with the consent of the Panel (if required) and subject to the terms of the Co-operation

Agreement, subsequently structures the Combination as a Takeover Offer, to accept any Takeover Offer by Prologis), 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 3 August 2026 (being

the last practicable date prior to the date of this announcement).

Background to and reasons for the

recommendation

SEGRO today

SEGRO is a unique business with an irreplicable

pan-European portfolio meticulously constructed over decades to drive long term performance. It is 65 per cent weighted to urban locations,

including 8 per cent in a growing data centre portfolio which includes Europe's largest data centre cluster on the Slough Trading Estate.

The remaining 35 per cent consists of big box logistics parks in strategic European distribution hubs. Deep local knowledge, established

stakeholder relationships and planning expertise underpin strong asset management and a proven track record of development-led value creation

over many years.

[intentionally omitted]

Reasons for the recommendation

On 16 June 2026, Prologis made

an indicative all-share proposal to acquire the entire issued and to be issued share capital of SEGRO on the basis of 0.084 New Prologis

Shares for each SEGRO Share, implying a value of 925 pence per SEGRO share, which was subsequently rejected by the SEGRO Board. Prologis

submitted two further proposals to the SEGRO Board, progressively increasing the exchange ratio and introducing, and then increasing,

a partial cash alternative. The further proposals were rejected by the SEGRO Board after careful consideration.

On 22 July 2026, Prologis made

a further best and final proposal to SEGRO (the "Best and Final Proposal") on the terms of the Combination set out in

this announcement. Based on Prologis' closing share price of US$149.94 and a GBP:USD exchange rate of 1.3371 as at market close on 21

July 2026, being the trading day prior to publication of the Best and Final Proposal, and assuming all SEGRO Shareholders were to

elect in full for the Partial Cash Alternative, the Best and Final Proposal valued each SEGRO share at 1,031.7 pence.

If the 2026 Final Dividend is declared

and paid in full, each SEGRO Shareholder would be entitled to receive a total value of up to 1,054.3 pence per SEGRO Share. In connection

with the Best and Final Proposal, Prologis also announced its intention to explore the feasibility of a secondary listing of Prologis

Shares on the London Stock Exchange if there were sufficient investor demand.

On 22 July 2026, having carefully

considered the Best and Final Proposal with its financial advisers, and taking into account the terms of the Best and Final Proposal in

respect of the 2026 Final Dividend and Prologis’ intentions with respect to a secondary listing of Prologis Shares on the London

Stock Exchange, the SEGRO Board unanimously concluded that the financial terms of the Best and Final Proposal were at a level which it

would be minded to recommend to its shareholders, should Prologis announce a firm intention to make an offer pursuant to Rule 2.7

of the Code on those terms.

While the SEGRO Board remain highly

confident in SEGRO’s standalone income and value growth strategy, in evaluating the financial terms of the Combination and determining

whether they reflect an appropriate value for SEGRO and its future prospects, the SEGRO Board has considered a number of factors, including

that:

The SEGRO Board believes the combination of Prologis and SEGRO will bring together two highly complementary businesses, providing SEGRO Shareholders with exposure to a compelling platform which will be a leader in European logistics and industrial real estate with a growing presence in data centres.

The Combination Consideration of 1,031.7 pence per SEGRO Share represents a premium of approximately:

39.0 per cent to SEGRO’s closing share price of 742 pence on 23 June 2026 (being the day prior to the commencement of the Offer Period);

41.3 per cent to SEGRO’s one-month volume-weighted average share price of 730 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period);

46.5 per cent to SEGRO’s three-month volume-weighted average share price of 704 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period); and

14.4 per cent to SEGRO’s EPRA NTA of 902 pence per SEGRO Share as at 30 June 2026.

SEGRO Shareholders will be entitled to receive and retain the 2026 Interim Dividend of up to 10.14 pence per SEGRO Share without any reduction to the Combination Consideration.

42.1 per cent to SEGRO’s closing share price of 742 pence on 23 June 2026 (being the day prior to the commencement of the Offer Period);

44.4 per cent to SEGRO’s one-month volume-weighted average share price of 730 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period);

49.8 per cent to SEGRO’s three-month volume-weighted average share price of 704 pence as of 23 June 2026 (being the day prior to the commencement of the Offer Period); and

16.9 per cent to SEGRO’s EPRA NTA of 902 pence per SEGRO Share as at 30 June 2026.

The Partial Cash Alternative provides those SEGRO Shareholders who wish to do so with the opportunity to realise part of their holding in certain cash on the Effective Date, while the share component, together with the commitment to a secondary listing of Prologis Shares on the London Stock Exchange, allows SEGRO Shareholders to retain exposure to SEGRO’s unique portfolio and to participate in the future value creation of the Combined Group.

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, Evercore and Morgan Stanley have relied upon the commercial assessments of the SEGRO Directors. The SEGRO Directors have also received financial advice from Goldman Sachs and UBS.

In reaching its decision, the SEGRO

Board has also considered the interests of SEGRO’s wider stakeholders, including its employees, customers and partners, and has

noted the statements of intention made by Prologis in paragraph 9. Based on these statements, the SEGRO Board understands that Prologis

recognises that SEGRO is a unique business which has been built on local teams and trusted relationships with customers, communities and

other important stakeholders. The SEGRO Board welcomes these statements.

The SEGRO Board is especially grateful

to the exceptional people of SEGRO who have made SEGRO the unique business it is today. The SEGRO Board is therefore reassured by the

statements made by Prologis in paragraph 9 that Prologis believes that SEGRO and its employees will benefit from increased opportunities

operating within a broader global organisation, that Prologis intends to identify opportunities to build on the strengths of both organisations,

and that, where feasible, Prologis intends to mitigate any total headcount reduction through natural attrition and measures such as redeployment

of affected employees within the Combined Group, and that any organisational changes will be implemented in accordance with applicable

law and the high standards and culture of Prologis and SEGRO.

Accordingly, following careful consideration

of the financial terms of the Combination and having regard to the above factors (among others), the SEGRO Directors intend unanimously

to recommend that SEGRO Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General

Meeting (and if Prologis, with the consent of the Panel (if required) and subject to the terms of the Co-operation Agreement, subsequently

structures the Combination as a Takeover Offer, to accept any Takeover Offer by Prologis) as the SEGRO Directors who hold SEGRO Shares

have irrevocably undertaken to do in respect of their own personal beneficial holdings, being, in aggregate, 3,331,443 SEGRO Shares representing,

approximately 0.245 per cent of the existing issued ordinary share capital of SEGRO as at 3 August 2026 (being the last practicable

date prior to the date of this announcement). Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

Irrevocable undertakings

Prologis has received irrevocable undertakings

from each of the SEGRO Directors that hold SEGRO Shares to vote in favour of the Scheme at the Court Meeting and the resolution(s) to

be proposed at the General Meeting (and if Prologis, with the consent of the Panel (if required) and subject to the terms of the Co-operation

Agreement, subsequently structures the Combination as a Takeover Offer, to accept any Takeover Offer by Prologis) in respect of an aggregate

of 3,331,443 SEGRO Shares representing, approximately 0.245 per cent of the existing issued ordinary share capital of SEGRO as at 3 August 2026

(being the last practicable date prior to the date of this announcement).

Further details of these irrevocable

undertakings (including the circumstances in which they will fall away) are set out in Appendix III.

Information on Prologis

Formed through the merger of AMB Property

Corporation and Prologis in 2011, Prologis is an S&P 500 constituent (NYSE: PLD) with a market capitalisation of approximately $138

billion (as at the last practicable date prior to the date of this announcement).

As the world’s largest logistics

REIT, Prologis operates a scaled and diversified logistics portfolio in high-barrier, high-growth markets across 20 countries and in four

continents. Prologis holds £178.4 billion of AUM with a portfolio spanning across 1.3 billion square feet worldwide.

Prologis develops and operates intelligent

infrastructure that supports modern supply chains and the broader economy. Consistent with this strategy, Prologis is also leveraging

its development capabilities, energy solutions and strategic locations to selectively develop data centers.

Prologis has an established data center

platform with end-to-end capabilities and a dedicated data center team of 75+ people along with a 250+ person development team, 175+ person

in-house energy team and a 35+ person procurement team.

[intentionally omitted]

Prologis also holds a substantial land

bank with an estimated build-out potential of $40.6 billion in TEI for new warehouse and logistics facilities, supporting continued growth

in high-demand markets where supply of well-located logistics real estate remains constrained.

Prologis maintains investment-grade

issuer credit ratings from major rating agencies: (i) Moody's: A2 (stable outlook); and (ii) Standard & Poor's: A (stable

outlook). These ratings support Prologis’ ability to access capital at favourable interest rates. As at the date of this announcement,

there have been no changes to those credit ratings since the commencement of the Offer Period.

Information on SEGRO

SEGRO is a UK REIT listed on the London

Stock Exchange and Euronext Paris and a constituent of the FTSE 100 Index with a market capitalisation of approximately £10.1 billion

(as at 23 June 2026, being the day prior to the commencement of the Offer Period).

Founded in 1920, SEGRO's active approach

to asset management and disciplined approach to capital allocation has created a portfolio of high-quality, sustainable buildings in some

of Europe's largest cities and at key transport and digital infrastructure hubs.

SEGRO owns, manages and develops modern

warehousing, industrial property and data centres across the UK and seven other European countries, with a portfolio of 10.9 million square

metres of space (117 million square feet), with AUM of £21.7 billion as at 30 June 2026.

[intentionally omitted]

Intentions regarding the SEGRO business, directors, management, employees, pension schemes, locations, fixed assets, research and development, REIT status and trading facilities

Intentions with respect to SEGRO

SEGRO is a strong business with a high-quality

portfolio and a proven track record delivered through its highly talented and experienced employees. Prologis recognises that, consistent

with its own business, this has been built on local teams and trusted relationships with customers, communities and other important stakeholders.

In that context, the Combination provides

a compelling opportunity to bring together two organisations with strong values and a deep understanding of logistics, industrials and

data center real estate. The Combination is therefore expected to deliver substantial benefits for the Combined Group’s key stakeholders,

including its employees and the markets it serves.

Prior to this announcement, and consistent

with market practice, Prologis has been granted access to SEGRO’s senior management for the purposes of confirmatory due diligence.

However, as is customary, this access has been relatively limited and Prologis has therefore not yet had access to sufficiently detailed

information to finalise its plans regarding the integration of the Combined Group.

Accordingly, following the Effective

Date, Prologis will carry out an in-depth review of SEGRO’s businesses as a whole, and a comprehensive consultation with relevant

stakeholders, in order to formulate a detailed integration plan to optimise the benefits and performance of the Combined Group on a “best

of both” basis and further develop its ongoing planning in this context (the “Post-Completion Review”). This

Post-Completion Review will include an evaluation of SEGRO’s industrial, logistics and data center portfolio (including standing

assets, land bank and power rights) and a detailed assessment of the investment opportunities and strategic options that will support

SEGRO’s growth and development prospects as part of the Combined Group. In addition, the Post-Completion Review will include an

assessment of SEGRO as to: (i) optimum employee and management headcount numbers to deliver long-term success; (ii) compensation

and benefit arrangements; (iii) organizational structure; and (iv) locations. Prologis intends to complete the Post-Completion

Review within approximately six months of the Effective Date, subject to what is identified through that review and the scope of the analysis.

The Post-Completion Review will be undertaken

with the aim of creating a Combined Group that is stronger than the sum of the Prologis and SEGRO businesses as they stand today.

Employees and management

Prologis recognises the importance of

SEGRO’s highly talented and experienced employees and management in driving the long-term success of SEGRO and considers their continued

engagement to be key to delivering the expected future benefits of the Combination.

Prologis believes that SEGRO and its

employees will benefit from increased opportunities operating within a broader global organisation. As part of the Post-Completion Review,

Prologis intends to identify opportunities to build on the strengths of both organisations and develop an integration plan that supports

long-term growth and underscores the benefits to the Combined Group’s key stakeholders. However, while Prologis’ familiarity

with SEGRO’s business and discussions with SEGRO’s senior management to-date have enabled Prologis to develop an initial view

of the possibilities offered by combining the outstanding talent across both organisations, Prologis has not yet reached any firm conclusions

regarding the future organisation of the Combined Group, or any changes affecting employees or management, and expects to do so only once

the Post-Completion Review has been completed.

Throughout the integration process,

Prologis intends to engage constructively with SEGRO, to maintain strong business momentum for both organisations, continued outstanding

service delivery for their respective customers and the retention and development of talented employees across the Combined Group.

As the Combination represents a combination

of two businesses operating in the same sector, some roles and responsibilities are expected to overlap. If there are overlaps, Prologis

intends to make organisational changes to ensure that the Combined Group’s functions remain operationally efficient, including reductions

in headcount in certain areas of the Combined Group. Whilst such plans will be developed through the Post-Completion Review, such reductions

may exceed 5 per cent of the total headcount of the Combined Group (and therefore may, subject to the outcome of that planning exercise,

result in a more than 5% reduction in SEGRO’s total headcount). However, where feasible, Prologis intends to mitigate any total

headcount reduction through natural attrition and measures such as redeployment of affected employees within the Combined Group.

Any final decisions regarding any organisational

changes will only be implemented following appropriate employee consultation processes, where required, and in accordance with applicable

law and the high standards and culture of Prologis and SEGRO.

Subject to the potential headcount reductions

described above, Prologis does not intend any material change in the balance of skills and functions of employees and management of the

Combined Group or SEGRO (which will be further assessed as part of the Post-Completion Review).

It is intended that, from the Effective

Date, each of the non-executive members of SEGRO's board of directors will resign from the SEGRO board.

Existing employment rights and

pension schemes

The existing contractual and statutory

employment rights, including in relation to existing pension contributions, of SEGRO’s employees and management who continue in

employment with the Combined Group following the Effective Date will be safeguarded in accordance with applicable law. Further, as set

out in the Co-operation Agreement, Prologis has agreed that there will be no material changes to the conditions of employment of SEGRO

employees for a period of 12 months following the Effective Date of the Combination.

No member of the SEGRO Group participates

in any defined benefit scheme.

Incentivisation Arrangements

Prologis has not entered into and has

not had discussions on proposals to enter into any form of incentivisation arrangements with members of SEGRO’s management and does

not expect to do so prior to the Effective Date. Prologis intends to put in place appropriate incentive arrangements for SEGRO’s

management and employees who continue in employment with the Combined Group, following completion of the Combination.

Locations (including headquarters

and headquarters functions)

Prologis has a significant presence

in the UK and will remain committed to the UK following the Effective Date. Prologis expects the Combined Group to retain operational

and administrative/business functions in London following completion of the Combination.

Prologis currently has offices in both

Solihull and central London in the UK and in all seven continental countries in which SEGRO does business. The functions and operations

undertaken at the Combined Group’s locations (including SEGRO’s headquarters functions) and their utility for the success

of the business will be assessed on a best of both basis, in consultation with operational management following the Effective Date as

part of the Post-Completion Review. Prologis intends to maintain its (and therefore the Combined Group’s) global headquarters in

San Francisco.

As part of this review, the best locations

for the functions and operations of the Combined Group in the UK and the seven continental countries in which SEGRO does business shall

be determined and decisions taken on any appropriate rationalisation thereafter, subject to any appropriate employee consultation processes,

where required.

Fixed assets and research and

development

Prologis does not intend to redeploy

the fixed assets of SEGRO.

SEGRO has confirmed that it does not

have a research and development function and accordingly Prologis has no plans in this regard.

REIT Status

SEGRO currently operates as a UK REIT

and consequently benefits from the favourable tax framework applicable to UK REITs. Prologis has extensive experience with the UK REIT

structure, having an existing ownership interest in, and responsibility for the management of, three UK REITs. Following the Effective

Date, and after a full assessment of SEGRO’s position as part of the Post-Completion Review, Prologis intends to take appropriate

steps to explore all available options to enable SEGRO to continue to benefit from its status within the UK REIT regime, with a view to

ensuring that the beneficial tax treatment continues to apply on an ongoing basis.

Listed Status

SEGRO is currently listed on the London

Stock Exchange with a secondary listing on Euronext Paris. As set out in paragraph 14 (De-listing) below, a request will be made to the

London Stock Exchange and Euronext Paris to cancel trading in SEGRO Shares and de-list SEGRO from the Official List and Euronext Paris.

The business requires substantial investment to fully develop its prospects for growth and expansion which can be more easily achieved

within the context of the Combined Group and SEGRO will still be able to access equity capital markets via Prologis’ listing in

the US.

In connection with the Combination (and

subject to the Conditions), under the Co-operation Agreement Prologis has given contractual commitments to SEGRO to establish a secondary

listing and secure admission of Prologis Shares to trading on the London Stock Exchange. As further described in paragraph 13 (Structure

of and Conditions to the Combination), the Combination is therefore conditional upon Prologis Shares (including the New Prologis Shares)

being admitted to the equity shares (international commercial companies secondary listing) category of the Official List maintained by

the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, in each case, on or shortly after the Effective

Date. This will ensure a greater range of both existing and prospective shareholders are able to access the future value creation opportunity

of the Combined Group.

The Combination will not have any impact

on the existing business of Prologis.

No Post-Offer Undertakings

No statements in this paragraph 9 constitute

“post-offer undertakings” for the purposes of Rule 19.5 of the Code.

Financing

The maximum amount of cash available

under the Partial Cash Alternative is £3,509,777,110.70. Prologis is funding the cash consideration from funds available from a

new credit facility that was entered into on 4 August 2026 (the “Term Loan Credit Agreement”) with JPMorgan Chase

Bank, N.A., as administrative agent and lender, pursuant to which Prologis L.P. and certain subsidiaries of Prologis L.P. may borrow an

amount up to £3,575,000,000 on the terms and conditions set out in the Term Loan Credit Agreement. The Term Loan Credit Agreement

contains customary certain funds terms. Prologis may reduce or refinance part of the commitments under the Term Loan Credit Agreement

prior to completion of the Combination with alternative sources of financing.

In accordance with Rule 2.7(d) of

the Code, Rothschild & Co and J.P. Morgan, acting as financial advisers to Prologis, are satisfied that sufficient resources

are available to satisfy in full the cash consideration payable to SEGRO Shareholders under the Partial Cash Alternative.

SEGRO Share Schemes

Participants in the SEGRO Share Schemes

shall be contacted regarding the effect of the Combination on their rights under the SEGRO Share Schemes and, where required, appropriate

proposals shall be made to such participants in accordance with Rule 15 of the Code in due course. Further details of the terms of

such proposals shall be included in the Scheme Document.

Offer-Related Agreements

(a)

Confidentiality Agreement

Prologis and SEGRO entered into a confidentiality

agreement dated 26 July 2026 (the “Confidentiality Agreement”) pursuant to which each party has undertaken to:

(i) keep confidential information relating to, inter alia, the Combination and the other party and not to disclose it to third parties

(other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in

connection with the Combination.

These confidentiality obligations will

remain in force until the earlier of: (i) two years from the Confidentiality Agreement; and (ii) the Effective Date. Prologis

also agreed to certain standstill undertakings, all of which ceased to apply upon the release of this announcement. The Confidentiality

Agreement also includes customary non-solicitation obligations in relation to each party.

(b)

Co-operation Agreement

Prologis and SEGRO have entered into a

co-operation agreement dated 4 August 2026 (“Co-operation Agreement”), pursuant to which:

Prologis has agreed to use best endeavours to satisfy, or procure the satisfaction of, all regulatory clearances and authorisations as soon as is reasonably practicable following the date of this announcement and in any event in sufficient time to enable the Effective Date to occur by the Long-stop Date, provided that Prologis shall not be required to accept any regulatory remedy which would require the divestment of any business or asset that would, individually or in aggregate, have a material adverse effect on the Combined Group’s business in the European Union and the United Kingdom, taken as a whole;

Prologis and SEGRO have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations;

Prologis shall be responsible for determining the strategy for satisfying such regulatory clearances and authorisations, including any regulatory remedy, after consulting with SEGRO in good faith and on a timely basis; and

Prologis has agreed to provide SEGRO with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document.

The Co-operation Agreement also records

Prologis’ and SEGRO’s intention to implement the Combination by way of the Scheme, subject to the ability of Prologis to switch

to a Takeover Offer in accordance with and subject to the terms of the Co-operation Agreement.

The Co-operation Agreement also contains

provisions that shall apply in respect of SEGRO Shareholders’ dividend entitlements and SEGRO directors’ and officers’

insurance, as well as the SEGRO Share Schemes, other incentive arrangements and other employee-related matters (further details of which

will be provided in the Scheme Document).

The Co-operation Agreement may be terminated:

if Prologis and SEGRO so agree in writing;

upon service of notice by Prologis to SEGRO where (among other things) the SEGRO Directors withdraw or adversely modify or qualify its recommendation in respect of the Combination; and

upon service of written notice by either Prologis or SEGRO to the other if: (i) a competing offer becomes effective or is declared or becomes unconditional; (ii) the Combination is withdrawn, terminates or lapses in accordance with its terms; (iii) prior to the Long-stop Date, Prologis invokes a Condition (in circumstances where invocation of the relevant Condition is permitted by the Panel); (iv) the Scheme is not approved at the Court Meeting, the resolutions to be proposed at the General Meeting are not passed or the Court refuses to sanction the Scheme; and (v) unless otherwise agreed by Prologis and SEGRO in writing or required by the Panel, the Effective Date has not occurred by the Long-stop Date.

(c)

Joint Defence Agreement

Prologis, SEGRO and their respective external

legal counsels have entered into a confidentiality and joint defence agreement dated 28 July 2026 (the “Joint Defence Agreement”),

the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between

their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials

and does not result in a waiver of privilege, right or immunity that might otherwise be available.

Structure of and Conditions to the Combination

It is intended that the Combination

will be effected by means of the Scheme between SEGRO and Scheme Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide

for Prologis to become the holder of the entire issued and to be issued share capital of SEGRO. This is to be achieved by the transfer

of the Scheme Shares to Prologis, in consideration for which Scheme Shareholders shall receive the Combination Consideration on the basis

set out in paragraphs 2 and 3 of this announcement.

The Combination shall be subject to

the Conditions and further terms set out below and in Appendix I and to be set out in the Scheme Document and shall only become effective,

if, amongst other things, the following events occur on or before 11.59 p.m. on the Long-stop Date:

the resolution(s) required to implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting;

the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Prologis and SEGRO);

the delivery of a copy of the Court Order to the Registrar of Companies;

the receipt of anti-trust and regulatory approvals, clearances and/or confirmations from relevant authorities, as set out in Conditions 3(a) to 3(d);

the New Prologis Shares having been approved for listing on the New York Stock Exchange, as set out in Condition 3(e); and

The remainder of the Conditions are

customary for a transaction of this nature.

The Scheme shall lapse if:

the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between Prologis and SEGRO);

the Court Hearing is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Prologis and SEGRO);

the Scheme does not become effective by no later than 11.59 p.m. on the Long-stop Date,

provided, however, that the deadlines

for the timing of the Court Meeting, the General Meeting and the Court Hearing as set out above may be waived by Prologis, and the deadline

for the Scheme to become effective may be extended by agreement between Prologis and SEGRO.

Prologis and SEGRO expect that the Combination

will complete in H1 2027, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I to this announcement.

The Scheme Document will contain further details on the expected timetable for the Combination.

Upon the Scheme becoming effective,

it shall be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General

Meeting.

Further details of the Scheme, including

an indicative timetable for its implementation, shall be set out in the Scheme Document, which is expected to be despatched to SEGRO Shareholders

within 28 days of the date of this announcement.

Prologis reserves the right to elect

(with the consent of the Panel (if required), and subject to the terms of the Co-operation Agreement) to implement the Combination by

way of a Takeover Offer for the SEGRO Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on

the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme,

subject to appropriate amendments (including without limitation: (i) amendments required by, or deemed appropriate by, Prologis under

applicable law, including US securities law; and (ii) an acceptance condition set at 75 per cent of SEGRO Shares or such lesser percentage

as Prologis may decide or as required by the Panel (subject to the terms of the Co-operation Agreement), being in any case more than 50

per cent of SEGRO Shares). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient SEGRO Shares are otherwise

acquired, it is the intention of Prologis to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding SEGRO

Shares to which such offer relates.

De-listing

Prior to the Scheme becoming effective,

SEGRO shall make an application for the cancellation of the listing of SEGRO Shares on the Official List and Euronext Paris and for the

cancellation of trading of the SEGRO Shares on the Main Market for listed securities and Euronext Paris, in each case to take effect on

or shortly after the Effective Date. The last day of dealings in SEGRO Shares on the Main Market and Euronext Paris is expected to be

the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates

in respect of SEGRO Shares shall cease to be valid and entitlements to SEGRO Shares held within the CREST system shall be cancelled.

Listing of New Prologis Shares on the NYSE and UK Secondary Listing

Application will be made for the listing

of New Prologis Shares on the New York Stock Exchange. In addition, Prologis will make an application to the FCA for the Prologis Shares

(including the New Prologis Shares) to be admitted to the equity shares (international commercial companies secondary listing) category

of the Official List maintained by the FCA and to the London Stock Exchange for the Prologis Shares (including the New Prologis Shares)

to be admitted to trading on the Main Market of the London Stock Exchange.

Further details on the timing of the

listing and settlement of New Prologis Shares on or shortly after the Effective Date will be included in the Scheme Document.

Dividends

Under the terms of the Combination,

SEGRO Shareholders shall be entitled to receive and retain the 2026 Interim Dividend, as announced by SEGRO on 30 July 2026, without

any reduction to the Combination Consideration.

SEGRO Shareholders shall also be entitled

to receive and retain the 2026 Final Dividend if it is announced, declared, paid or made prior to the Effective Date, on the terms set

out in this announcement, without any reduction to the Combination Consideration. In order to ensure that the 2026 Final Dividend can

be declared and paid prior to the expected Effective Date (which is expected to occur during H1 2027), SEGRO expects that the Dividend

GM will take place no later than March 2027 and the record date in respect of the 2026 Final Dividend will be commensurately earlier

than SEGRO’s ordinary course dividend timetable. SEGRO does not intend to convene the Scheme Hearing and/or deliver the Court Order

to the Registrar of Companies until the Dividend GM has taken place.

Should the timetable extend beyond the

anticipated date for completion of the Combination (and the Scheme becoming Effective), SEGRO Shareholders shall also be entitled to receive

and retain:

any 2027 Interim Dividend; and

any 2027 Final Dividend,

in each case that is announced, declared,

paid or made or becomes payable by SEGRO in the ordinary course, in accordance with SEGRO’s dividend policy and consistent with

past practice in relation to timing, on or after the date of this announcement and prior to the Effective Date, without any reduction

of the Combination Consideration.

SEGRO and Prologis have further agreed

that:

if, on or after the date of this announcement and prior to the Effective Date, Prologis announces, declares, pays or makes:

any third quarter dividend in respect of the financial year ended on 31 December 2026 up to 107 cents per Prologis Share;

any fourth quarter dividend by Prologis in respect of the financial year ended on 31 December 2026 of up to 107 cents per Prologis Share; and

any quarterly dividends paid in respect of each of the 2027 and 2028 financial years,

(the “Prologis Permitted Dividends”),

then Prologis Shareholders will be entitled to receive and retain the Prologis Permitted Dividends provided that any such Prologis Permitted

Dividend is announced, declared and paid in the ordinary course of Prologis’ business in accordance with Prologis’ dividend

policy and consistent with past practice in relation to the timing of the record date and payment of such dividend and provided that any

other non-cash dividend or distribution announced, declared, paid or made by Prologis which does not result in any Value Leakage shall

also be a Prologis Permitted Dividend;

if, on or after the date of this announcement and prior to the Effective Date, SEGRO announces, declares, makes or pays any dividend and/or other distribution and/or other return of capital other than a SEGRO Permitted Dividend (a "SEGRO Excluded Dividend"), Prologis shall (save where the Panel consents otherwise in connection with a SEGRO Equalising Dividend) reduce the Combination Consideration by an amount equivalent to all or any part of such excess (in the case of a SEGRO Permitted Dividend) or by the amount of all or part of any such other dividend, distribution or return of capital, in which case any reference in this announcement or in the Scheme Document (or, in the event that the Combination is to be implemented by means of any Takeover Offer, the offer document) to the consideration will be deemed to be a reference to the consideration as so reduced; and

if, on or after the date of this announcement and prior to the Effective Date, Prologis announces, declares, makes or pays any dividend and/or other distribution and/or other return of capital in each case with regard to the Prologis Shares other than a Prologis Permitted Dividend (a "Prologis Excluded Dividend"), SEGRO shall be entitled under the Co-operation Agreement to declare and pay an equalising dividend to SEGRO Shareholders so as to reflect the value attributable (by reference to the Exchange Ratio) to all or any part of such excess (in the case of a Prologis Permitted Dividend) and which, in relation to any Prologis Excluded Dividend which represents an excess over a Prologis Permitted Dividend for any quarter in the 2027 or 2028 financial year, shall be determined on a fair and reasonable basis taking into account the extent of any divergence from Prologis’ ordinary course practice and dividend policy) or by the amount of all or part of any such other dividend, distribution or return of capital, in each case at the Relevant Exchange Rate (a "SEGRO Equalising Dividend") without, if the Panel so consents, any consequential change to the Combination Consideration. Due to the nature of Prologis’ Best and Final Proposal, any SEGRO Equalising Dividend may result in Prologis being required to make a consequential reduction to the Combination Consideration. Accordingly, prior to paying any SEGRO Equalising Dividend, SEGRO would intend to seek the Panel’s consent that it could do so without any such consequential reduction being required.

Prologis intends to continue to announce,

declare and pay dividends in accordance with its dividend policy and consistent with past practice in relation to the timing of payment

of such dividends.

Disclosure of Interests in SEGRO

Save in respect of the irrevocable undertakings

referred to in paragraph 6 above and as disclosed below, as at the close of business on 3 August 2026 (being the last practicable

date prior to the date of this announcement) neither Prologis, any of its directors, or, so far as Prologis is aware, any person acting

in concert (within the meaning of the Takeover Code) with it has either: (i) any interest in or right to subscribe for any relevant

securities of SEGRO; or (ii) any short positions in respect of relevant SEGRO Shares (whether conditional or absolute and whether

in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right

to require another person to purchase or take delivery; or (iii) any dealing arrangement of the kind referred to in Note 11 of the

definition of acting in concert in the Takeover Code, in relation to SEGRO Shares or in relation to any securities convertible into SEGRO

Shares; nor (iv) borrowed or lent any relevant SEGRO Shares (including, for these purposes, any financial collateral arrangements

of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or

sold:

Name

Nature of Interest

Number of SEGRO Shares

Prologis Logistics Svcs Inc.

Direct Holding

100

Citigroup Global Markets Inc.

Direct Holding

'Interests in securities' for these

purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities

(and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person shall

be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to

purchase, option in respect of, or derivative referenced to, securities.

General

The Combination shall be made on the

terms and subject to the Conditions and further terms set out in Appendix I and to be set out in the Scheme Document. The bases and sources

of certain financial information contained in this announcement are set out in Appendix II. A summary of the irrevocable undertakings

is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV.

It is expected that the Scheme Document,

the Forms of Proxy and the Forms of Election accompanying the Scheme Document shall be published within 28 days of this announcement.

The Scheme Document, the Forms of Proxy, the Forms of Election and the Prologis UK Prospectus shall be made available to all SEGRO Shareholders

at no charge to them.

SEGRO Shareholders are urged to read

the Scheme Document and the accompanying Forms of Proxy and Forms of Election when they are sent to them because they will contain important

information.

Rothschild & Co, J.P. Morgan,

Eastdil Secured, BofA Securities, Citi, Evercore, Morgan Stanley, UBS and Goldman Sachs have each given and not withdrawn their consent

to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they

appear.

Documents available on website

Copies of the following documents shall

be made available on Prologis’ website at https://ir.prologis.com and on SEGRO’s website at https://www.segro.com/investors:

this announcement;

the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III;

the Confidentiality Agreement;

the Co-operation Agreement;

the Joint Defence Agreement;

consent letters for each of Rothschild & Co, J.P. Morgan, Eastdil Secured, BofA Securities, Citi, Evercore, Morgan Stanley, UBS and Goldman Sachs; and

documents relating to the financing of the Combination referred to in paragraph 10 above.

Enquiries:

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 (Joint Lead Financial Adviser)

Max von Hurter

Seb Heley

+44 (0) 20 7074 4950

Citigroup Global Markets Limited (Financial Adviser)

+44 (0) 20 7986 4000

Andy Richard

Ashish Agrawal

Matthew Jarman

Richard Abel

BofA Securities (Financial Adviser)

Ed Peel

Stephen Little

Geoff Iles

Jeff Horowitz

+44 (0) 20 7628 1000

Brunswick Group

Simon Sporborg

Nina Coad

Stuart Hudson

+44 (0) 20 7404 5959

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)