Urban Logistics REIT : Prospectus

ELECTRONIC TRANSMISSION DISCLAIMER

STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus (the "document") and you are therefore advised to read this carefully before reading, accessing or making any other use of the attached document relating to Urban Logistics REIT plc (the "Company"). In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended only for you and you agree you will not forward,

reproduce, copy, download or publish this electronic transmission or the attached document (electronically or otherwise) to any other person.

Capitalised terms used shall, save where otherwise defined, bear the meanings given in the document.

THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITHIN THE UNITED STATES SOLELY TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT ("RULE 144A") PURSUANT TO AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, OR (2) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

The electronic transmission, the document and the offer when made are only addressed to and directed at persons in member states of the European Economic Area (which, for the avoidance of doubt, does not include the United Kingdom) ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) No. 2017/2019 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC) ("Qualified Investors"). This electronic transmission and the document must not be acted on or relied on in any member state of the EEA by persons who are not Qualified Investors. Any investment or investment activity to which the document relates is available only to Qualified Investors in any member state of the EEA, and will be engaged in only with such persons.

In relation to (i) each member state in the EEA that has implemented the Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended, and (ii) the UK, which has implemented the same by virtue of the European Union (Withdrawal) Act 2018, as amended, the Shares have not been nor will be directly or indirectly offered to or placed with investors in that member state of the EEA or the UK, as the case may be, at the initiative of or on behalf of the Company, the Manager, Singer, Panmure Gordon, Alvarium or Kinmont other than in accordance with methods permitted in that member state or the UK, as the case may be.

Information to Distributors: Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares to be issued pursuant to the Initial Issue and Subsequent Placings are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue and the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer, Panmure Gordon and Alvarium will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

Confirmation of your representation: By accepting electronic delivery of the document, you are deemed to have represented to the Company, Singer, Panmure Gordon, Alvarium, Kinmont, the Manager, the Registrar and the Company that (i) if you are in any member state of the EEA, you are a Qualified Investor; (ii) you either are (a) located outside the United States and acquiring such securities in "offshore transactions", as defined in, and in reliance on, Regulation S under the US Securities Act or (b) if you are in the United States, you are a QIB; (iii) you do not have a registered address in, and are not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Shares and you are not acting on a non- discretionary basis for any such person; and (iv) if you are outside the UK and the United States, including in any member state of the EEA, (and the electronic mail addresses that you gave us and to which the document has been delivered are not located in such jurisdictions) you are a person into whose possession the document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located.

The document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Manager, Singer Panmure Gordon, Alvarium or Kinmont or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and any hard copy version. By accessing the linked document, you consent to receiving it in electronic form.

You are reminded that the document has been made available to you solely on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the document, electronically or otherwise, to any other person.

Restriction: Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed and access has been limited so that it shall not constitute a general

solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

None of Singer, Panmure Gordon, Alvarium or Kinmont, or any of their affiliates, directors, officers, employees or agents accepts any responsibility whatsoever for the contents of the document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the Initial Issue or the Placing Programme. Singer, Panmure Gordon, Alvarium and Kinmont and their affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of such document or any such statement. No representation or warranty express or implied, is made by any of Singer, Panmure Gordon, Alvarium or Kinmont or any of their affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in the document.

Singer, Panmure Gordon, Alvarium and Kinmont are acting exclusively for the Company and no-one else in connection with the Initial Issue and Placing Programme. They will not regard any other person (whether or not a recipient of the document) as its client in relation to the offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or providing any advice in relation to the Initial Issue, Placing Programme or any transaction or arrangement referred to in the document.

You are responsible for protecting against viruses and other destructive items. Your receipt of the document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Initial Issue, the contents of this document or any transaction or arrangement referred to in this document.

and the Ordinary Shares to be issued in connection with the Initial Issue to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Admission of the Ordinary Shares will become effective and that unconditional dealings will commence in the Ordinary Shares at 8.00 a.m. on 7 December 2021. No application has been made or is currently intended to be made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange.

The Offer for Subscription and the Intermediaries Offer will remain open until 11.00 a.m. on 2 December 2021 and the Initial Placing will remain open until 1.00 p.m. on 2 December 2021. Persons wishing to participate in the Offer for Subscription should complete the Application Form set out in Appendix 1 to this document. To be valid, Application Forms must be completed and returned with the appropriate remittance by post or by email to the Receiving Agent (urbanlogistics@computershare.co.uk) so as to be received no later than 11.00 a.m. on 2 December 2021.

Investors should rely only on the information contained in this document and any supplementary prospectus published by the Company prior to Initial Admission or any Admission of Shares issued pursuant to the Placing Programme. No person has been authorised to give any information or make any representations in relation to the Company other than those contained in this document and any such supplementary prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company, the Manager, Singer, Panmure Gordon, Kinmont or Alvarium. Without prejudice to the Company's obligations under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR, neither the delivery of this document nor any subscription for or purchase of Shares pursuant to the Initial Issue and/or the Placing Programme, under any circumstances, creates any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document.

Singer, Panmure Gordon, Kinmont and/or Alvarium and their respective Affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company and/or the Manager for which they would have received customary fees. Singer, Panmure Gordon, Kinmont and/or Alvarium and their respective Affiliates may provide such services to the Company and/or the Manager and any of their respective Affiliates in the future.

In connection with the Initial Issue and/or Subsequent Placings, Singer, Panmure Gordon, Kinmont and/or Alvarium and any of their respective Affiliates, acting as investors for its or their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Shares and other securities of the Company or related investments in connection with the Initial Issue and/or Subsequent Placings or otherwise. Accordingly, references in this document to Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by Singer, Panmure Gordon, Kinmont and/or Alvarium and their respective Affiliates acting as an investor for its or their own account(s). None of Singer, Panmure Gordon, Kinmont nor Alvarium nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, Singer, Panmure Gordon, Kinmont and/or Alvarium may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements in connection with which Singer, Panmure Gordon, Kinmont and/or Alvarium may from time to time acquire, hold or dispose of shareholdings in the Company.

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