Recommended Share Offer with a Partial Cash Alternative for SEGRO plc by Prologis, Inc.

Important

On 4 August 2026, Prologis and SEGRO announced that they had reached agreement on the terms of a recommended share offer with a partial cash alternative.

Announcements can be reviewed by SEGRO shareholders on SEGRO's website or via the RNS. Defined terms used on this website have the meaning given to them in the Scheme Document.

This site is not a substitute for reading the Scheme Document in full and more detailed information about the transaction and actions to be taken by shareholders is included in the Scheme Document.

Qualifying Shareholders

On 1 September 2026, SEGRO published the Scheme Document. The Scheme Document is accompanied by (i) the Forms of Proxy and (ii) the Form of Election (for those SEGRO Shareholders not resident in an Election Restricted Jurisdiction).

Under the terms of the Combination, SEGRO Shareholders shall be entitled to receive, for each SEGRO Share held:

  • 0.0920 New Prologis Shares

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 as at the date of the Rule 2.7 announcement. To elect for the Partial Cash Alternative, certificated shareholders must complete, sign and return the Form of Election using the relevant Reply Paid Envelope that has been sent to them. CREST holders should submit a TTE instruction, full details of which can be found in the Scheme Document.

Frequently Asked Questions

On 1 September, shareholders were sent a Scheme Document which explained the Share Combination with "Partial Cash Alternative".

As a shareholder if you wish to receive cash for some or all your holding you should complete and return the Form of Election that has been sent to you as soon as possible. CREST holders will be unable to elect for the Partial Cash Alternative until the settlement timetable is announced via RNS, which is currently expected to occur in H1 2027.

The Scheme is conditional, among other things, on obtaining the requisite level of shareholder approval at the Court and General Meetings to be held on 28 September 2026 and on various regulatory clearances. The Scheme will not become effective until after the Court Hearing, which is currently expected to occur in H1 2027.

You should read the documentation you have been sent.

The Court Meeting and General Meeting are being held at 11.00am & 11.15am on Monday, 28 September 2026, at the offices of UBS, 5 Broadgate, London, EC2M 2QS. If you are unable to join the meeting physically, you are encouraged to return your votes by 11.00 am & 11.15 am on Thursday, 24 September 2026, to Equiniti Limited in the envelope provided. Returning your Proxy votes will not stop you from joining the meeting in person should you subsequently be able to do so. SEGRO Shareholders who hold SEGRO Shares in CREST may also appoint a proxy using CREST by following the instructions set in the Scheme Document.

If you wish to receive the Prologis Shares: you do not need to complete and return the Form of Election or make a TTE Instruction in CREST.

If you are a certificated shareholder and wish to receive the Partial Cash Alternative: you need to complete, sign and return the Form of Election in the envelope provided as soon as possible. You do not need to return your SEGRO Share Certificate(s).

If you hold your shares in CREST and wish to receive the Partial Cash Alternative: you should submit a TTE instruction, full details relating to the TTE instruction can be found in the Scheme Document.

Full details on how to accept the Partial Cash Alternative can be found within the Scheme Document.

Yes. Eligible certificated shareholders will have received a Form of Election for the Partial Cash Alternative. If you wish to receive cash for some, or all, of your SEGRO shares please complete, sign and return the Form of Election in the envelope provided as soon as possible. CREST holders wishing to elect for the Partial Cash Alternative should submit a TTE instruction, full details can be found in the Scheme Document.

The Partial Cash Alternative is subject to the Maximum Cash Amount and therefore shareholders' cash elections may be subject to pro rata scale back (if required) in accordance with the further details set out in the Scheme Document.

Completion of the Combination is currently expected to occur in H1 2027 subject to satisfaction (or waiver) of the outstanding Conditions. An RNS announcement confirming these dates will be made once the settlement timetable is known. Please refer to the “Expected Timetable of Principal Events” in the Scheme Document for further details.

If completion of the Combination occurs, you will receive New Prologis Shares in the manner set out in the Scheme Document that has been sent to you or can be viewed on the right-hand side of this page under Key Documents. The number of New Prologis Shares which you receive will depend on the number of SEGRO Shares which you hold and whether or not you elect for the Partial Cash Alternative.

A summary of certain UK and US tax consequences in respect of the Combination relevant to UK and US shareholders can be found in the Scheme Document.

Shareholders in jurisdictions outside of the UK or the US should consult with their own legal and tax advisers with respect to the tax consequences in their circumstances, under the relevant legislation and regulations of those jurisdictions.

Key Documents

Key dates

  • 1 September 2026

    Publication and posting of documents

  • 11.00am on 24 September 2026

    Latest time and date for lodging Forms of Proxy for the Court Meeting

  • 11.15am on 24 September 2026

    Latest time and date for lodging Forms of Proxy for the General Meeting

  • 6.30pm on 24 September 2026

    Voting Record Time for the Court & General Meeting

  • 11.00am on 28 September 2026

    Court Meeting

  • 11.15am on 28 September 2026

    General Meeting

  • H1 2027

    Court Hearing ("D") – this date is currently unknown and will be updated when possible

  • 6.00pm on D

    Election Return Time

  • 6.00pm on D

    Scheme Record Time

  • D+1

    Effective Date of the Scheme

  • After 5.00pm (New York Time) on D+1

    Issue of New Prologis Shares

  • By 8.00am on D+2

    Admission of, and commencement of dealings in, New Prologis Shares on the London Stock Exchange

  • On or as soon as possible after 9.30am (New York Time)

    New Prologis Shares registered through DRS

  • Within 14 days of D+1

    Despatch of electronic payments, cheques and/or crediting of CREST for cash consideration (including cash due arising from any sale of fractions)

Tax Certification

Currently it is expected that US withholding tax will not apply to cash payments. If the tax position changes then this page will be updated with all the relevant information. All shareholders will be written to and provided with clear instructions on the US withholding tax certification documents to be completed to ensure, where possible, that non-US shareholders will not be subject to US withholding tax on any cash payments they receive.

Frequently Asked Questions

If US withholding tax certification becomes a requirement on this event, all shareholders will be affected. This page will be updated with all the relevant information, and each shareholder will be contacted.

If you hold your shares in Certificated form: You will be sent a letter to your registered address giving you instructions of the actions you need to take to ensure your cash entitlement can be paid gross.

If you hold your shares in CREST: You will be sent a letter to your registered address, a Stock Situation Notice and a CREST Bulletin will be published providing you with the actions required.

If you hold your shares via a Broker or Nominee: They will be contacted as above and will reach out to you if they need any information from you in relation to your holding with them.

Key Documents

None

Key Dates

None

Contact the Shareholder Helpline

If you have any questions, feel free to contact us.

+44 (0) 371-384-2614

Please use the country code when calling from outside the UK. Lines are open 8:30 a.m. to 5:30 p.m. (UK time), Monday to Friday (excluding public holidays in England and Wales).

For deaf and speech impaired customers, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information.