SEGRO : 2024 Notice of Annual General Meeting

Notice of the

103rd Annual General Meeting of SEGRO plc

Notice is hereby given that the 103rd Annual General Meeting (Annual General Meeting or Meeting) of SEGRO plc (the Company) will be held at 11.00 a.m. on Thursday 18 April 2024 at RSA House, 8 John Adam Street, London WC2N 6EZ.

To consider, and if thought fit, pass resolutions 1 to 16 (inclusive) as ordinary resolutions, and resolutions 17 to 20 (inclusive) as special resolutions.

2023 Annual Report and Accounts

1. To receive the financial statements and the reports of the Directors and auditor for the year ended 31 December 2023.

Final Dividend

2. To declare a final dividend of 19.1 pence per ordinary share to be paid as a Property Income Distribution as recommended by the Directors in respect of the year ended 31 December 2023, payable on 3 May 2024 to holders of ordinary shares registered in the Register of Members at the close of business on

15 March 2024.

Directors' Remuneration Report

3. To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy which was approved by shareholders at the 2022 annual general meeting, as set out on pages 107 to 125 of the 2023 Annual Report and Accounts.

Re-election of Directors

1. To re-elect Andy Harrison as a Director.
2. To re-elect Mary Barnard as a Director.
3. To re-elect Sue Clayton as a Director.
4. To re-elect Soumen Das as a Director.
5. To re-elect Carol Fairweather as a Director.
6. To re-elect Simon Fraser as a Director.
7. To re-elect David Sleath as a Director.
8. To re-elect Linda Yueh as a Director.

Reappointment of Auditor

12. To reappoint PricewaterhouseCoopers LLP as the Company's auditor to hold office until the conclusion of the next general meeting at which financial statements are laid before the

Company.

Auditor's Remuneration

13. To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor.

Political donations and expenditure

14. That, in accordance with section 366 of the Companies Act

2006 (the Act), the Company at the time at which this resolution is passed, or at any time during the period for which this resolution has effect, is authorised to:

1. make political donations (as defined in section 364 of the Act) to political parties (as defined in section 363 of the Act) or independent election candidates (as defined in section 363 of the Act), not exceeding £25,000 in total;
2. make political donations (as defined in section 364 of the Act) to political organisations other than political parties (as defined in section 363 of the Act), not exceeding £25,000 in total; and

1. incur political expenditure (as defined in section 365 of the Act), not exceeding £25,000 in total,

during the period beginning with the date of the passing of this resolution and ending on the date of the Company's next annual general meeting (or, if earlier, at the close of business on 17 July 2025). In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £50,000.

Authority to allot shares

15. That, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Act to exercise all the Company's power to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Rights) up to an aggregate nominal amount of £44,606,351, on the following terms:

1. this authority expires (unless previously renewed, varied or revoked) at the end of the Company's next annual general meeting (or, if earlier, at the close of business on 17 July 2025); and
2. the Directors may make offers, and enter into arrangements, before the expiry of this authority, which would, or might, require shares to be allotted or Rights to be granted after the authority expires and the Directors may allot shares and grant
   Rights pursuant to any such offer or agreements as if the authority had not expired; and the authority is in substitution for all subsisting authorities.

Scrip Dividend

16. That, if resolution 15 is passed, the Directors be and are hereby generally and unconditionally authorised:

1. to offer holders of ordinary shares, the right to elect to receive ordinary shares in the capital of the Company, credited as fully paid instead of cash, in respect of the whole (or some part, to be determined by the Directors) of dividends declared or paid during the period starting on the date of this Annual
   General Meeting and ending on the earlier of 17 April 2027 and the beginning of the third annual general meeting of the Company following the date of this Annual General Meeting upon such terms as the Directors may determine; and
2. to do all acts and things required or permitted to be done in accordance with Article 121 of the Articles of Association (the Articles) of the Company in connection therewith, including to capitalise, out of any sum which is part of the Company's reserves (including any share premium account, capital redemption reserve or other undistributable reserves) or profit or loss account as the Directors may determine, such amount as may be necessary.

General power to disapply pre-emption rights

17. That, if resolution 15 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities or sale of treasury shares in connection with an offer or issue of, or invitation to apply for, equity securities in favour of:

1. ordinary shareholders where the equity securities respectively attributable to the interests of the ordinary shareholders (other than the Company) are proportionate (as nearly as may be) to the respective number of ordinary shares held by them; and/or
2. holders of other equity securities, as required by the rights of those securities,

or as the Directors otherwise consider necessary, and so that the Directors may impose any limits, exclusions or restrictions and make any arrangements which they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in, or under the laws of, or the requirements of, any relevant regulatory body or stock exchange in, any territory, or any other matter; and

1. to the allotment (otherwise than pursuant to paragraph (a) above), of equity securities or sale of treasury shares up to a total aggregate nominal amount of £13,381,905,

such power to apply until the end of the Company's next annual general meeting (or, if earlier, until the close of business on 17 July 2025) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment

18. That, if resolution 15 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the Act, in addition to any power granted under resolution 17 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a total aggregate nominal amount of £13,381,905; and
2. used only for the purposes of financing (or refinancing, if the power is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice and including development expenditure,

such power to expire at the end of the Company's next annual general meeting (or, if earlier, at the close of business on 17 July 2025) but in each case, prior to its expiry, the Directors may make offers and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the power had not expired.

Authority to purchase own shares

19. That, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the

Act to make market purchases (within the meaning of section

693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 133,819,055;
2. the minimum price which may be paid for each ordinary share (exclusive of expenses) is 10 pence;
3. the maximum price which may be paid for each ordinary share (exclusive of expenses) shall be the higher of:
4. 1. an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
   2. an amount that is the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out;
5. this authority shall expire (unless previously renewed, varied or revoked) at the end of the Company's next annual general meeting (or, if earlier, at the close of business on 17 July 2025); and
6. before this authority expires, the Company may make a contract to purchase its ordinary shares under this authority which would or might involve the Company purchasing its own shares after this authority expires and the Company may purchase its ordinary shares pursuant to such contract as if this authority had not expired.

Notice of General Meeting

20. That, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Stephanie Murton

Company Secretary

1 New Burlington Place

London W1S 2HR

6 March 2024

The following pages provide an explanation of the resolutions which are to be proposed at this year's Annual General Meeting. The Notice can be found on pages 3 and 4.

Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions, and resolutions 17 to 20 (inclusive) will be proposed as special resolutions.

For a resolution proposed as an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.

For a resolution proposed as a special resolution to be passed, not less than 75 per cent of the votes cast must be in favour of the resolution.

Resolution 1 - To receive the financial statements and the reports of the Directors and the auditor for the financial year ended 31 December 2023.

For each financial year, the Directors must present the Company's Financial Statements, the Directors' Report and the Auditor's Report to the shareholders at a general meeting. The 2023 Annual Report and Accounts will be made available to shareholders on 8 March 2024.

Resolution 2 - To declare a final dividend of 19.1 pence per ordinary share.

The Company paid an interim dividend of 8.7 pence per ordinary share on 22 September 2023 (with the entire amount being a Property Income Distribution). The Directors recommend a final dividend of 19.1 pence per ordinary share to be paid entirely as a Property Income Distribution in respect of the year ended 31 December 2023, bringing the total for the year to 27.8 pence per ordinary share.

Subject to approval by shareholders, the final dividend will be paid on 3 May 2024 to shareholders on the Register of Members as at the close of business on 15 March 2024.

Resolution 3 - To approve the Directors' Remuneration Report for the financial year ended 31 December 2023.

This resolution deals with the remuneration of the Directors and seeks approval for the remuneration paid to the Directors during the year under review.

The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee (together, the Directors' Remuneration Report). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. This is an advisory vote.

The Directors' Remuneration Report is set out on pages 107 to 125 of the 2023 Annual Report and Accounts.

Resolutions 4 to 11 - Re-election of Andy Harrison, Mary Barnard, Sue Clayton, Soumen Das, Carol Fairweather, Simon Fraser, David Sleath and Linda Yueh.

The Company's Articles require all directors to retire at each annual general meeting and provides that they may offer themselves for re-election. Accordingly, all Directors will submit themselves for re-election by shareholders.

The performance of the Directors is considered each year and the Board has confirmed that all Directors continue to perform effectively, are appropriately skilled and experienced and have demonstrated commitment to their respective roles.

The Company's Nomination Committee is cognisant of some shareholders' concerns in respect of potential overboarding and has considered the commitments of all of the Company's Non-Executive Directors. It has concluded that each of them has sufficient time to commit to the Company and are not overboarded. Any conflicts

of interest are recorded and approved by the Board at each meeting. Directors have a duty to keep the Board updated about any changes to these conflicts. Additionally, attendance levels at Board and Committee meetings are monitored and any absences explained in the Annual Report.

The Board is satisfied that each of the Non-Executive Directors continues to be independent in accordance with the 2018 UK Corporate Governance Code (Code), and that their individual contributions are, and continue to be, important to the Company's long-term sustainable success.

Biographies of all the Directors seeking re-election are set out in Appendix 1.

Resolution 12 - To reappoint PricewaterhouseCoopers LLP as the Company's auditor to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting at which financial statements are laid before the Company.

The Board, on the advice of the Audit Committee, recommends that PricewaterhouseCoopers LLP be reappointed as auditor of the Company.

Resolution 13 - To authorise the Audit Committee to determine (on behalf of the Board) the remuneration of the auditor.

The shareholders of the Company are requested to authorise the Audit Committee (on behalf of the Board) to agree the level of the auditor's remuneration.

Resolution 14 - To authorise political donations under the Act.

The Company's policy is not to make any donations to political parties. However, the Act contains restrictions on companies making political donations and incurring political expenditure and it defines these terms very widely. Although the Company does not intend to make political donations or incur political expenditure as the term

is currently understood, this authority will ensure that the Company and its subsidiaries do not commit any technical breach that could arise from the wide definitions contained within the Act when carrying on their normal business activities. As required by the Act, this resolution is in general terms and does not purport to authorise particular donations or expenditure. No political donations were made by the Company or its subsidiaries during the year ended 31 December 2023.

Resolution 15 - Authority to allot shares.

Resolution 15 gives the Directors the authority to allot ordinary shares (or grant rights to subscribe for or to convert any security into ordinary shares) up to a maximum nominal amount of £44,606,351 (representing 446,063,518 ordinary shares). Such amount represents approximately one third of the Company's issued ordinary share capital as at 6 March 2024 (being the last practicable date prior to the publication of this Notice), which is consistent with the Investment Association (IA) guidance limit.

The authority will expire (unless previously renewed, varied or revoked) at the earlier of close of business on 17 July 2025 and the end of the Company's next annual general meeting in 2025.

The Company does not currently hold treasury shares.

The Directors have no present intention to exercise the authority sought under resolution 15, except in relation to the Company's scrip dividend scheme.

Resolution 16 - Scrip Dividend

Under the Company's Articles, the Directors may offer any holders of ordinary shares (excluding shares held in treasury) the right to choose to receive new fully paid ordinary shares instead of some or all of their cash dividend. This resolution renews the Directors' authority to offer a scrip dividend alternative in respect of the 2023 final dividend and in respect of any dividend (whether interim or final and including Property Income Distributions) declared and paid during the period starting on the date of the Annual General Meeting and ending on the earlier of the close of business on 17 April 2027 and the beginning of the third annual general meeting of the Company following 18 April 2024 for which the Directors decide to offer a scrip dividend alternative.

In line with investor protection guidelines, shareholders are asked to renew this authority every three years. Shareholders who join the scheme will be able to increase their shareholding in the Company without incurring dealing costs or stamp duty. The scheme also gives the Company greater flexibility in managing its capital resources by retaining cash within the business. The full terms and conditions of the scrip dividend scheme are set out in the Scrip Dividend Scheme Booklet, which can be found on the Company's website at www.SEGRO.com/investors/shareholder-information/dividend-information and should be reviewed alongside this Notice.

Resolutions 17 and 18

The authorities granted under resolutions 17 and 18 referred to below will allow the Company to allot ordinary shares for cash under resolution 15 without first offering them to existing shareholders in proportion to their existing shareholding up to a maximum of 20 per cent of the Company's issued share capital only, which is in line with the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights last issued in November 2022.

The Directors believe that the combined authority to disapply pre-emption rights in respect of up to 20 per cent of the Company's issued share capital, sought under resolutions 17 and 18, provides the Company with sufficient flexibility to make a follow-on offer, consistent with past practice, and therefore additional specific authority of a further four per cent of the Company's issued share capital, as envisaged by the Pre-Emption Group's Statement

of Principles on Disapplying Pre-Emption Rights last issued in November 2022, has not been sought this year, though this will be kept under review for subsequent years.

Resolution 17 - General power to disapply pre-emption rights. Resolution 17 will give the Directors authority, in certain circumstances, to allot ordinary shares pursuant to the authority granted under resolution 15, or sell treasury shares, for cash without first offering them to existing shareholders in proportion to their existing shareholding.

The authority would be limited to allotment or sales:

1. in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of such securities or as the Directors otherwise consider necessary; and

1. otherwise up to a maximum nominal value of £13,381,905 (representing 133,819,055 ordinary shares). This aggregate nominal amount represents approximately 10 per cent of the Company's issued ordinary share capital as at 6 March 2024 (the last practicable date prior to the publication of this Notice).

The authority will expire (unless previously renewed, varied or revoked) at the earlier of close of business on 17 July 2025 and the conclusion of the Company's next annual general meeting.

Resolution 18 - Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment.

The authority set out in resolution 18 is in addition to that proposed by resolution 17 and would be limited to allotments or sales up to a maximum nominal value of £13,381,905 (representing 133,819,055 ordinary shares) as at 6 March 2024 (being the last practicable date prior to the publication of this Notice) and representing approximately 10 per cent of the Company's issued share capital.

This additional authority is to be used for the purpose of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights last issued in November 2022, and for the purpose of funding the Company's development pipeline as described in the 2023 Annual Report and Accounts.

The Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights state that, in addition to the standard annual disapplication of pre-emption rights which permits companies to issue for cash on a non pre-emptive basis equity securities representing no more than 10 per cent of the Company's issued ordinary share capital, the Pre-Emption Group is supportive of extending the general disapplication power by an amount equal to 10 per cent of a company's issued ordinary share capital for certain purposes. In accordance with the provisions of the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights last issued in November 2022, the Company confirms its intention that the additional power sought by the Company pursuant to this resolution (equal to 10 per cent of the issued ordinary share capital of the Company) can be used in connection with one or more acquisitions or specified capital investments, which are announced contemporaneously with the relevant issue. The Pre-Emption Group recommends that this additional 10 per cent authority be sought in a separate resolution, which is the approach the Company has taken this year.

The Company also seeks authority to use this additional power for the purposes of funding its development pipeline. As a Real Estate Investment Trust, the Company is obliged to distribute 90 per cent of its UK rental profits to shareholders and accordingly cannot retain sufficient earnings to fund its development pipeline. The Company would use this authority to fund the development of specific projects for the purpose of expanding its portfolio and creating assets to hold in line with its strategy as a long-term property investor.

The authority will expire (unless previously renewed, varied or revoked) at the earlier of the close of business on 17 July 2025 and the conclusion of the Company's next annual general meeting.

If the powers in resolutions 17 and 18 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights last issued in November 2022.

Resolution 19 - To authorise the Company to make market purchases of its ordinary shares.

Resolution 19 gives the Company authority to buy back its own ordinary shares in the market as permitted by the Act.

With the authority of shareholders, the Company is empowered by its Articles to buy back its own ordinary shares in the market as permitted by the Act. This authority sets minimum and maximum prices and limits the number of shares that could be purchased to a maximum of 133,819,055 shares, representing approximately 10 per cent of the Company's issued share capital as at 6 March 2024 (the last practicable date prior to the publication of this Notice).

The Company renewed its authority to purchase its own shares at the annual general meeting in 2023 and no shares have been purchased pursuant to this authority. The Directors now seek to renew this general authority, which will be exercised only if, in the opinion of the Directors, this will result in an increase in earnings per share and would be in the best interests of the Company and its shareholders generally, given the market conditions and the price prevailing at the time. The Board has no present intention to exercise this authority. This general authority will be renewable annually.

The Act permits companies to hold any shares acquired by way of market purchase in treasury rather than having to cancel them. The Company would consider holding any of its own shares purchased under the authority granted by resolution 19 as treasury shares.

This would give the Company the ability to re-issue the treasury shares as and when required quickly and in a cost effective manner and would provide additional flexibility in the management of the Company's capital base. No dividends would be paid on shares while held in treasury and no voting rights would attach to those shares. However, prevailing circumstances may mean that the shares are cancelled immediately on repurchase.

As at 6 March 2024 (the last practicable date prior to the publication of this Notice) the total number of options to subscribe for equity shares outstanding was 319,060, which represents 0.02 per

cent of the issued ordinary share capital of the Company and would, assuming no further ordinary shares are issued, represent approximately 0.02 per cent of the issued share capital of the Company if full authority to purchase shares (under both the existing authority and that being sought at this year's Annual General Meeting) was used.

The Company does not currently hold treasury shares.

Resolution 20 - To enable a general meeting other than an annual general meeting to be held on not less than 14 clear days' notice.

In accordance with the Act the notice period required for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period which cannot, however, be less than 14 clear days. The Company would like to have the ability to call general meetings (other than annual general meetings) on less than 21 clear days' notice. Resolution 20 seeks such approval.

Annual general meetings will continue to be held on at least 21 clear days' notice.

The shorter notice period would not be used as a matter of routine for such meetings, but only where flexibility is merited by the business of the new meeting and is thought to be in the interests of shareholders as a whole. In accordance with the Act, the Company will also continue to meet the requirements for electronic voting. The approval will be effective until the next annual general meeting when it is intended that a similar resolution will be proposed.

1. Entitlement to attend and vote

To be entitled to attend and vote at the Annual General Meeting, shareholders must be registered in the Register of Members of the Company at 6.30 p.m. on 16 April 2024 (or, in the event of any adjournment, by close of business on the date which is two business days before the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.

All joint holders can attend and speak at the Annual General Meeting, however, only the first shareholder listed on the Register of Members can vote.

2. Appointment of proxies

Any shareholder of the Company entitled to attend, speak and vote at the Annual General Meeting may appoint one or more proxies to attend, speak and vote instead of them. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. If more than one proxy is appointed, the appointment of each proxy must specify the shares held by the shareholder in respect of which each proxy is to vote.

In the case of most joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior will be accepted. Seniority is determined by

the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

A proxy does not need to be a shareholder of the Company but must attend the Annual General Meeting to represent the shareholder. We encourage shareholders to appoint the Chair of the Meeting as proxy. This will ensure that your vote is counted even

if you are unable to attend for whatever reason. Details of how to appoint the Chair of the Meeting or another person as your proxy using the Proxy Form are set out in the notes to the Proxy Form. If a shareholder wishes a proxy to speak on their behalf at the Annual General Meeting, a proxy of their own choice (not the Chair of the Meeting) must be appointed and given direct instruction.

Appointment of a proxy will not subsequently preclude a shareholder from attending and voting at the Annual General Meeting if they wish to do so.

A Proxy Form, which may be used to make such an appointment and give proxy instructions, accompanies the Notice. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact our Registrar, Equiniti Limited, using the contact details listed in note 16.

The Proxy Form, any instrument appointing a proxy, together with any power of attorney or other authority under which it was signed (or a notarial certified copy or duly certified copy thereof), to be valid, must be received by post at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than

11.00 a.m. on 16 April 2024, or in the event of an adjournment, not less than two business days before the stated time of the adjourned meeting.

Shareholders can also register the appointment of a proxy or proxies online by logging onto www.sharevote.co.uk. To use this service shareholders will need their Voting ID, Task ID and Shareholder Reference Number printed on the accompanying Proxy Form. Full details of the procedure are given on the website. Alternatively,

shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint a proxy or proxies by logging on to their portfolio at www.shareview.co.uk using their usual user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote, then follow the on screen instructions. The proxy appointments and instructions must be received by Equiniti Limited by no later than 11.00 a.m. on 16 April 2024, or in the event of an adjournment, not less than two business days before the stated time of the adjourned meeting.

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Act (nominated persons).

Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such agreement to give instructions to the person holding the shares as to the exercise of voting rights.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on 16 April 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

3. Electronic proxy appointment through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or as an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointees by other means.

CREST members and, where applicable, their CREST sponsor(s) or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for