Prologis, Inc. ("Prologis") announces its Best and Final* proposal to the Board of SEGRO plc ("SEGRO") (the "Best and Final Proposal") pursuant to which Prologis would make an offer to acquire the entire issued and to be issued share capital of SEGRO (the "Combination").

The Best and Final Proposal is final and will not be increased*.

Prologis believes the Best and Final Proposal provides a compelling opportunity for both sets of shareholders and urges SEGRO shareholders to encourage their Board to recommend the Combination.

The Best and Final Proposal consists of:

0.0920 new Prologis shares for each SEGRO share, a 9.5 per cent increase over Prologis' initial proposal; and
a Partial Cash Alternative of up to £3.5bn, representing 25 per cent of the total consideration, at a fixed price of 1,031.7 pence per SEGRO share, subject to pro-rata scale-back.
Based on Prologis' closing share price of $149.94 and the GBP:USD exchange rate of 1.3371 on 21 July 2026, being the last practicable date prior to this announcement, and assuming a shareholder elects for 25 per cent cash, the Best and Final Proposal values each SEGRO share at 1,031.7 pence, representing:

a premium of 14.0 per cent to SEGRO's pro forma adjusted NAV of 905 pence per share as of 30 June 2026;
a premium of 39.0 per cent to the closing price of 742 pence per share on 23 June 2026 (being the day prior to the commencement of the offer period);
a premium of 41.3 per cent to the 1-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); and
a premium of 46.6 per cent to the 3-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).
The Best and Final Proposal values the issued and to be issued share capital of SEGRO at approximately £14.0 billion.

*The Best and Final Proposal is final and will not be increased, except that Prologis reserves the right to increase and/or otherwise improve the Best and Final Proposal 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 Takeover Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

Following completion of the Combination and assuming that the Partial Cash Alternative is fully taken up, existing SEGRO shareholders would hold approximately 8.9 per cent of Prologis' issued share capital.

Prologis also confirms that, in connection with the Combination, it intends to explore the feasibility of a secondary listing of Prologis shares on the London Stock Exchange if there is sufficient investor demand. For any such secondary listing to be feasible, Prologis expects that SEGRO Board engagement with Prologis will be required.