Material Agreement (Form 8-K)

On August 4, 2026, Prologis, Inc. ("Prologis" or the "Company"), issued an announcement (the "Rule 2.7 Announcement"), pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the "Code") disclosing the terms of a recommended offer by the Company to acquire (the "Combination") the entire issued and to be issued share capital of SEGRO plc ("SEGRO"). In connection with the Combination, on August 4, 2026, the Company and SEGRO entered into a Co-operation Agreement (the "Co-operation Agreement").

Rule 2.7 Announcement

Pursuant to the Combination, SEGRO shareholders will receive 0.0920 shares of common stock of the Company, par value $0.01 per share (the "New Prologis Shares"), for each SEGRO ordinary share. SEGRO shareholders may elect to receive cash in lieu of some or all of their New Prologis Shares consideration, subject to the terms of the partial cash alternative. The maximum aggregate amount of cash available under the partial cash alternative is approximately £3.5 billion (the "Maximum Cash Amount"). Each SEGRO shareholder's basic entitlement under the partial cash alternative is equal to 25% of the fixed price of 1,031.7 pence per SEGRO ordinary share. Accordingly, a SEGRO shareholder electing to receive only its basic entitlement would receive 258 pence in cash and 0.0690 New Prologis Shares for each SEGRO ordinary share. SEGRO shareholders may elect to receive less than or more than their basic entitlement. Elections to receive cash in excess of the basic entitlement will be scaled back on a pro rata basis if aggregate cash elections exceed the Maximum Cash Amount. SEGRO shareholders who do not elect to participate in the partial cash alternative will receive 0.0920 New Prologis Shares for each SEGRO ordinary share. The cash consideration payable under the partial cash alternative will be funded through a committed term loan facility (described below), together with existing liquidity and other available sources of funding.

Based on Prologis' closing share price of $149.94 and a GBP:USD exchange rate of 1.3371 on July 21, 2026 (the last practicable date prior to the announcement of Prologis' best and final proposal on July 22, 2026) and assuming that the partial cash alternative is fully taken up, the Combination values each SEGRO ordinary share at 1,031.7 pence and the entire issued and to be issued ordinary share capital of SEGRO at approximately £14.0 billion. Assuming the partial cash alternative is fully taken up, and based on Prologis' shares outstanding on a fully diluted basis as at August 3, 2026, SEGRO shareholders would hold approximately 8.9% of the combined group following the closing of the Combination. If no elections are made for the partial cash alternative, SEGRO shareholders would hold approximately 11.5% of the combined group following the closing of the Combination.

SEGRO shareholders will also be entitled to receive and retain the 2026 interim dividend of up to 10.14 pence for each SEGRO ordinary share and any 2026 final cash dividend of up to 22.56 pence for each SEGRO ordinary share. Should the timetable extend beyond the anticipated date for closing of the Combination, SEGRO shareholders will also be entitled to receive and retain any 2027 interim and final cash dividend of up to 10.55 pence and up to 23.52 pence, respectively, for each SEGRO ordinary share. The payment of such dividends will not reduce the consideration payable under the terms of the Combination.

In connection with the Combination, the Company will also seek a secondary listing of its common stock on the London Stock Exchange.

The Combination is subject to conditions and certain further terms, including, among other things: (i) the approval of the Scheme (defined below) by a majority in number of SEGRO shareholders who are present and vote (either in person or by proxy) and who represent not less than 75% in value of the SEGRO shares voted by those SEGRO shareholders, and approval by the requisite majority of SEGRO shareholders at the general meeting; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales (the "Court"); (iii) the Scheme becoming effective no later than the "Long Stop Date" (defined in the Rule 2.7 Announcement); (iv) the receipt of certain required antitrust and other regulatory approvals; (v) confirmation having been received by the Company that the New Prologis Shares to be issued to SEGRO shareholders in the Combination (the "Share Issuance") have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange; and (vi) acknowledgment having been received by the Company that the application for admission of Prologis common stock has been approved and that the Prologis common stock will be admitted to trading on the Main Market for listed securities of the London Stock Exchange. The conditions to the Combination are set out in full in the Rule 2.7 Announcement. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the Combination will be completed in the first half of 2027.