Prologis, Inc. Announces Recommended Combination

SAN FRANCISCO, Aug. 04, 2026 (GLOBE NEWSWIRE) --

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”)

by

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:

• 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
  • The Combination would bring together SEGRO’s 1.4 GVA medium term pipeline (2.5 GVA long-term) with Prologis’ secured and advanced stages pipeline of 5.8 GW and more than 10 GW of identified opportunities.
  • 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).

Commenting on the Combination, Daniel S. Letter, Chief Executive Officer of Prologis, said:

"We are pleased to have reached agreement with the SEGRO Board on a combination that we believe will create meaningful value. This deal brings together SEGRO’s exceptional portfolio and customer relationships with Prologis’ global platform, operating expertise and financial strength.

We have great respect for SEGRO, its people and the business they have built over many years. The constructive engagement between our leadership teams throughout this process has reinforced our confidence in the opportunity ahead.

As we move forward, we will approach the work ahead thoughtfully and deliberately. We look forward to building on the strengths of both companies and creating even greater value for our customers and shareholders."

Commenting on the Combination, David Sleath, Chief Executive Officer of SEGRO, said:

“SEGRO has built a unique business over many decades, assembling an irreplicable portfolio of high-quality industrial, logistics and data centre assets in some of Europe's most attractive locations. Through the dedication of our people and the strength of our customer relationships, we have a proven track record of value creation over many years.

Prologis shares our conviction in the long-term structural drivers underpinning demand for modern logistics and data centre infrastructure. We believe the combination would bring together two highly complementary businesses and create a compelling platform, combining SEGRO’s exceptional portfolio and development pipeline with Prologis’ existing European business and global scale, customer franchise and operational capabilities, while retaining a shared commitment to disciplined capital allocation, customers and people.

Prologis’ proposal provides SEGRO shareholders with a compelling opportunity to realise the value created by SEGRO and benefit from the future growth of the Combined Group.

I would like to thank our colleagues for their unwavering commitment and contribution to SEGRO's success. Their dedication has been instrumental in building the exceptional business we are today.”

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.
• 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 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:

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”)

by

Prologis, Inc. (“Prologis”)

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

Enquiries:

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.

APPENDIX I

CONDITIONS TO AND FURTHER TERMS OF THE COMBINATION

Part A: Conditions to the Scheme and the Combination

Long-stop Date

• 1
• The Combination is conditional upon the Scheme becoming Effective, subject to the Code, by no later than 11.59 p.m. on the Long-stop Date.

Scheme approval

Part B: Certain further terms of the Combination

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

• Share price and volume weighted average share price data is derived from FactSet.
• GBP:USD exchange rate of 1.3371 on 21 July 2026 per FactSet, and 1.3438 at market close on 3 August 2026 per FactSet.
• The value attributed to SEGRO's issued share capital (and therefore the value of the Combination and the Maximum Cash Amount) is based upon fully diluted share capital of 1,360,774,299 SEGRO ordinary shares of 10 pence each, comprising:
  • 1,354,090,872 ordinary shares in issue as of 16 July 2026 as announced by SEGRO pursuant to Rule 2.9 of the Takeover Code (with no shares held in treasury); and
  • 6,683,427 shares relating to SEGRO Share Schemes. This figure is net of shares held by the SEGRO Employee Benefit Trust.
• Prologis’ issued share capital is based upon fully diluted share capital of 960,233,187 shares at par value of $0.01 per share, comprising:
  • 933,083,372 shares of common stock at par value of $0.01 per share (with no shares held in treasury); and
  • 27,149,815 shares, primarily comprising shares issuable upon the exchange of common limited partnership units in Prologis, L.P. and pursuant to Prologis’ share schemes.
• Basic entitlements under the Partial Cash Alternative calculated as (i) exchange ratio of 0.0920 multiplied by 75 per cent; and (ii) the fixed cash amount per share of 1,031.7 pence multiplied by 25 per cent.
• Combination Consideration of 1,031.7 pence per SEGRO Share is based on the closing price per Prologis Share of $149.94 divided by the GBP:USD exchange rate of 1.3371 on 21 July 2026 and multiplied by 0.0690 (being the exchange ratio multiplied by 75 per cent per the basic entitlement) and plus 258 pence (being the cash basic entitlement). This is on the basis that the Partial Cash Alternative is fully taken up.
• The figure of 1,054.3 pence per SEGRO Share reflects 1,031.7 per SEGRO Share plus SEGRO’s 2026 Final Dividend of up to 22.56 pence per SEGRO Share (if declared and paid in full).
• See-through value of the offer as at the last practicable date prior to the date of this announcement calculated as the PLD share price of $144.15 divided by the GBP:USD exchange rate of 1.3438 and multiplied by 0.0690 (being the exchange ratio multiplied by 75 per cent per the basic entitlement) and plus 258 pence (being the cash basic entitlement). This is on the basis that the Partial Cash Alternative is fully taken up.
• Premium to EPRA NTA is calculated by reference to the SEGRO 30 June 2026 EPRA NTA of 902 pence.
• SEGRO's shareholding in the Combined Group, assuming a full take up of the Partial Cash Alternative, is calculated as (i) New Prologis Shares of 93,893,427 (calculated as 1,360,774,299 SEGRO Shares multiplied by 0.0690 exchange ratio at the basic entitlement); divided by (ii) the Combined Group issued share capital of 1,054,126,614 (equal to the existing Prologis fully diluted issued share capital of 960,233,187 plus the newly issued shares of 93,893,427).
• SEGRO's shareholding in the Combined Group, assuming there is no take up of the Partial Cash Alternative, is calculated as (i) New Prologis Shares of 125,191,236 (calculated as 1,360,774,299 SEGRO Shares multiplied by 0.0920 exchange ratio at the basic entitlement); divided by (ii) the Combined Group issued share capital of 1,085,424,423 (equal to the existing Prologis fully diluted issued share capital of 960,233,187 plus the newly issued shares of 125,191,236).
• Prologis’ market capitalisation is calculated based on the share price at market close on 3 August 2026 of $144.15 multiplied by Prologis’ fully diluted share count of 960,233,187 Prologis Shares.
• SEGRO’s market capitalisation is calculated based on the share price at market close on 23 June 2026 of 742 pence multiplied by SEGRO’s fully diluted share count of 1,360,774,299 SEGRO Shares.
• Prologis’ power pipeline as of Q2 2026 is as set out in Prologis’ quarterly earnings release and Supplemental Financial Report on 16 July 2026.
• The Combined Group’s AUM of approximately £200 billion is a rounded figure, representing the aggregate of:
  • Prologis’ AUM of £178.4 billion as at 30 June 2026, which is sourced from Prologis’ Q2 2026 Supplemental Financial Report released on 16 July 2026, converted at the spot rate of GBP:USD 1.3438 on 3 August 2026; and
  • SEGRO’s AUM of £21.7 billion, which is sourced from SEGRO’s Half Year Results, comprising: (i) approximately £15.656 billion directly or indirectly wholly owned by SEGRO; and (ii) approximately £6.088 billion held in SEGRO’s joint ventures.
• The statement that the Combination would result in a combined European operating portfolio of approximately 368 million square feet, more than tripling SEGRO’s existing European footprint is based on the addition of: (i) 117 million square feet for SEGRO, sourced from SEGRO’s Half Year Results; and (ii) 251 million square feet for Prologis, based on Prologis’ Q2 Supplemental Financial Report, released on 16 July 2026.
• Prologis' total investment in Europe of £28.0 billion since 1997 reflects Europe's 15.7 per cent share of Prologis' AUM of US$239,791 million as at 30 June 2026 (being approximately US$37,647 million), converted into pounds Sterling at the spot GBP:USD exchange rate of 1.3438 as at 3 August 2026.
• Prologis' strategically located global land and redevelopment sites with the potential to support $40.6 billion of total expected investment (TEI) in new logistics space on an owned-and-managed (O&M) basis, including build-to-suit development and redevelopment into industrial properties or data centres, are sourced from Prologis' 2026 Q2 Earnings Release and Supplemental Financial Report, each released on 16 July 2026.
• Unless otherwise stated, all financial information relating to SEGRO is sourced from the half year results or annual reports and accounts of SEGRO for the relevant periods and other operational information made publicly available by SEGRO, including its property analysis reports.
• SEGRO’s potential future headline rent of £441 million from logistics and industrial development represents the aggregate of:
  • £313 million of potential headline rent from delivering industrial and logistics projects on SEGRO’s land bank; and
  • £128 million of potential headline rent from delivering industrial and logistics projects on SEGRO’s land held under option, each as sourced from SEGRO’s Half Year Results.
• References to SEGRO’s 1.4 GVA medium term pipeline are derived from SEGRO’s Half Year Results. References to SEGRO’s 2.5 GVA long term pipeline include the 1.4 GVA medium term pipeline together with an additional 1.1 GVA of reserved power, as sourced from SEGRO’s Half Year Results.
• Prologis’ investment-grade issuer credit ratings of A2 (stable outlook) from Moody’s and A (stable outlook) from Standard & Poor’s are as published by the respective rating agencies, sourced from the Prologis Q2 2026 10-Q statement released on 29 July 2026.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

The following SEGRO Directors have given irrevocable undertakings 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 exercises its right to implement the Combination by way of a Takeover Offer, to accept or procure acceptance of such offer:

The obligations of the SEGRO Directors under the irrevocable undertakings will lapse and cease to have effect on and from the following occurrences:

• Prologis announces, with the consent of the Panel and prior to publication of the Scheme Document, that it does not intend to proceed with the Combination and no new, revised or replacement Scheme or Takeover Offer is announced by Prologis in accordance with Rule 2.7 of the Code at the same time;
• the Scheme lapses or is withdrawn in accordance with its terms (other than where such lapse or withdrawal is as a result of Prologis electing to implement the Combination by way of a Takeover Offer) and no new, revised or replacement Scheme is announced by Prologis in accordance with Rule 2.7 of the Code at the same time;
• the Scheme has not become effective by 11.59 p.m. (London time) on the Long-stop Date; or
• the date on which any competing offer for the entire issued and to be issued share capital of SEGRO becomes or is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective in accordance with its terms.

These irrevocable undertakings remain binding in the event of a competing offer.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

For the purposes of this announcement, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the respective meanings given thereto by the Companies Act.

All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the lawful currency of the United Kingdom.

All references to “USD”, “US$”, “$” and “US Dollars” are to the lawful currency of the United States.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

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