SEGRO plc Dividend Reinvestment Plan (DRIP)

Transcription

1 SEGRO plc Dividend Reinvestment Plan (DRIP) THIS BOOKLET IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should seek independent professional advice. If you have sold or transferred all your shares in SEGRO plc, you should contact your stockbroker or agent without delay for advice as to how you should proceed. This document contains the terms and conditions of the SEGRO plc Dividend Reinvestment Plan (DRIP) and should be read in conjunction with the accompanying DRIP Mandate Form. The DRIP is administered by Computershare Investor Services PLC. Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority (FSA) in the conduct of the DRIP. The DRIP is not administered by SEGRO plc. IF YOU WANT TO RECEIVE YOUR DIVIDEND PAYMENTS IN CASH, YOU DO NOT NEED TO TAKE ANY ACTION AND CAN DISREGARD THIS BOOKLET. DIVIDEND MAY REFER TO ORDINARY CASH DIVIDENDS AND/OR PROPERTY INCOME DISTRIBUTIONS AS APPLICABLE. 1

2 Definitions and interpretation In these terms and conditions the following words and expressions have the meanings and interpretation set out below: broker means the broker or market maker which the DRIP Administrator uses from time-to-time in order to execute client instructions; Cancellation Period has the meaning given to it in section 20; CREST means the computer based system operated by Euroclear UK & Ireland Limited (a subsidiary of Euroclear SA) for the transfer of uncertificated securities; Dividend may refer to ordinary cash dividends and/or Property Income Distributions (PIDs) as applicable; DRIP means the dividend reinvestment plan provided by the DRIP Administrator to shareholders of SEGRO plc; DRIP Administrator means Computershare Investor Services PLC or any successor administrator that may be appointed; DRIP Mandate Form means the Dividend Reinvestment Mandate Form enclosed with these terms and conditions; EEA means the European Economic Area, an economic association of European countries, including all member countries of the European Union (EU) and Iceland, Norway, and Liechtenstein; Execution only basis means that the DRIP Administrator will not provide any advice in relation to this service, any instruction received will be executed upon receipt and acceptance; FSA means the Financial Services Authority and any successor body; FSA Rules means principles, guidance and rules issued by the FSA from time-to-time; FSMA means the Financial Services and Markets Act 2000; market maker means the entity able and willing to enter into transactions of sale and purchase investments at prices determined by them generally and continuously, rather than in respect of each particular transaction; ordinary cash dividend means a dividend which is not treated as a PID; PID means Property Income Distribution, a dividend which is treated for the purposes of the tax rules applicable to UK Real Estate Investment Trusts as a property income distribution; retail client means someone who is not a financial services professional and who is accordingly offered the full protection of the FSA Rules under the Financial Services and Markets Act 2000; and You and Member means the person(s) on whose behalf the DRIP Administrator is holding the shares or, if appropriate, a person who is authorised to act on your behalf and who has provided the DRIP Administrator with such proof of their authority to act, as it may reasonably require and your and yourself shall be construed accordingly. The headings to sections are for convenience only and shall not affect the interpretation or construction of these terms and conditions. A reference to a section is a reference to the relevant section in this booklet; Reference to legislation or regulations in these terms and conditions means the current legislation or regulations as amended or replaced from time-to-time. Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 2

3 Terms and Conditions of the DRIP 1. What is a DRIP? The DRIP gives shareholders in SEGRO plc the opportunity to use their ordinary cash dividends or Property Income Distributions (PIDs) to buy further shares in SEGRO plc. These further shares will be bought in the market on your behalf under a special low-cost dealing arrangement. This booklet and the DRIP Mandate Form set out all the terms and conditions of the DRIP. It replaces any previous terms and conditions which you may have received. Enquiries about the DRIP, or these terms and conditions, should be addressed to the DRIP Administrator Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, or made by telephone on * or if calling from overseas, on (lines are open from 09:00 17:30 Monday to Friday, excluding UK public holidays). Alternatively, you may contact the DRIP Administrator via Investor Centre, Please note that telephone conversations may be recorded and monitored for quality control purposes and to resolve disputes. This DRIP is a voluntary scheme. Should you therefore decide not to become a participant in the DRIP, there will be no change in how you receive Dividends from SEGRO plc. 2. How is the DRIP different from a SCRIP dividend scheme? Under a dividend reinvestment plan, a company pays an ordinary cash dividend and/or a PID which is then used to buy existing shares in the company on the open market. Under a SCRIP dividend scheme, the company creates new shares for the participant instead of issuing a cash Dividend payment. 3. How does the DRIP work? If you join the DRIP, any ordinary cash dividend or PID paid to you by SEGRO plc will be used to purchase as many whole shares in SEGRO plc as possible on your behalf, after deducting charges as specified in section 8 below and, in the case of PIDs, any applicable withholding tax. The DRIP Administrator will instruct a nominated broker to purchase shares on your behalf under the DRIP on or as soon as reasonably practicable after the relevant Dividend payment date. Please note that the DRIP will not necessarily be applied to all future Dividend payments. 4. Can I choose whether to invest the ordinary cash dividend or PID element of my Dividend payment in the DRIP? No. If you join the DRIP, SEGRO plc will have discretion whether to use the ordinary cash dividend or PID element of your Dividend payment to buy further shares in SEGRO plc on your behalf. If SEGRO plc decides to offer the DRIP in respect of the PID element of your Dividend payment only, you will receive any ordinary cash dividend as normal. Similarly, if SEGRO plc elects to offer the DRIP in respect of the ordinary cash dividend element of your Dividend payment, you will receive the PID element of any Dividend payment as normal. If SEGRO plc elects to offer the DRIP in respect of both the ordinary cash dividend and PID elements of your Dividend payment, the whole of your Dividend payment will be used to buy shares in SEGRO plc and you will not receive your Dividend payment in cash. 5. Can I join the DRIP for just some of my shares? No, for administrative reasons, you may only participate in the DRIP for the whole of your shareholding in SEGRO plc. The only possible exception would be for very large institutional shareholders with shares held on behalf of a number of beneficiaries. SEGRO plc may, at its discretion, permit such a shareholder to reinvest the Dividend payment on a lesser number of shares than the full holding where such a shareholder has provided a written notification of their requirements. Such part reinvestment will apply to the Dividend payment on that number of shares until it is altered or cancelled. The remaining Dividend payment will automatically be paid on the shares which are not included in the DRIP. For the 2011 final Dividend payment, the DRIP will apply to the PID element only and will not be available for the ordinary cash dividend element. Currently system limitations only allow the DRIP to be offered on either the ordinary cash dividend element or the PID element of a Dividend payment. It is hoped that it will be possible to offer the DRIP on both elements of the Dividend payment in the future. 6. When is the deadline for applications to join the DRIP? For most Dividend payments, you will have had to have applied fifteen business days before the Dividend payment date. For the 2011 final Dividend payment, the deadline for applications is 13 April *Calls to this number typically cost 7.95p per minute from a BT landline however call charges are subject to change and may vary across other telephone service providers. 3

4 7. Who is eligible to participate in the DRIP? You may join the DRIP provided that: (i) you are resident in the EEA, Channel Islands or Isle of Man; (ii) you are not a North American person; (iii) you do not live in any jurisdiction where your participation in the DRIP would require the DRIP Administrator or the broker purchasing the shares, to comply with governmental or regulatory procedures or any similar formalities; or (iv) you do not hold the shares to which these terms and conditions relate as nominee or trustee for any beneficial owner who is a North American person or who lives in any jurisdiction contemplated by section 7 (iii) above. A North American person here means: (i) any citizen or resident of the USA or Canada, including the estate of any such person; (ii) any corporation, partnership or other body created in or organised under the laws of the USA or Canada; or (iii) any political subdivision of either country, or any estate or trust whose income, regardless of its source, is subject to US federal or Canadian income tax. References here to the USA or Canada include their territories, possession and all areas subject to their jurisdiction. If you are resident outside the United Kingdom you are responsible for ensuring that you may validly join the DRIP and for observing all relevant formalities to enable you to buy shares through the DRIP. If you are in any doubt as to whether you require any governmental or other consents or need to observe any other formalities to enable you to buy shares through the DRIP, you should seek independent professional advice. 8. What are the charges? There is no entry fee but DRIP participants will be charged a dealing commission of 0.5% of the value of shares purchased (subject to a minimum fee of 1) plus stamp duty or stamp duty reserve tax at the prevailing rate, currently 0.5%. For example, if a 50 Dividend payment is used to buy shares for you, 1.25 would be deducted from the Dividend payment to cover the dealing charge and stamp duty or stamp duty reserve tax. These costs will be automatically deducted from the cash to be reinvested through the DRIP. Due to the minimum charge, the DRIP may not be cost effective for all participants. There may be further costs incurred, such as local taxes, that are not paid via the DRIP Administrator or imposed by it. The purchases are made on an execution only basis. In calculating the stamp duty or stamp duty reserve tax and commission payments to be made to the broker or market maker for the transaction, the DRIP Administrator will round up to the nearest penny; any potential fraction difference will be kept for its own benefit. 9. At what price will the shares be bought and how many shares will I receive? This will depend on the price of SEGRO plc s shares on the London Stock Exchange when the deal is carried out, which will be as soon as possible after the Dividend payment date. On the date of your Dividend payment, monies will be aggregated with the monies of all other DRIP participants. An instruction will be passed by the DRIP Administrator to a broker to purchase as many whole shares as can be paid for from the aggregated monies remaining from the Dividend payment to which the DRIP applies, after providing for the charges and taxes described in this booklet. Accordingly, you cannot specify any maximum or minimum price for your shares. Monies from the aggregated funds will be applied to settle executed trades as settlement becomes due. The broker elected is required prior to executing the instruction, to consider factors including the likelihood of execution, size of instruction, nature of stock, costs, speed of settlement prevailing stock price and execution venue and may give preference to those factors that determine the best possible result for you in terms of total consideration. The broker will normally select execution venues that are Regulated Markets or Multilateral Trading Facilities (MTF); these are markets authorised to the extent that they operate in accordance with non-discretionary rules as required by the Markets in Financial Instruments Directive (e.g. London Stock Exchange). In order to obtain the best possible result the broker may decide at its discretion to execute your instruction outside a Regulated Market or MTF; this could happen if the broker deals as Principal, executes the client instruction with a Market Maker or matches the client instruction against another client instruction received. By using this service you consent to the DRIP Administrator transmitting the instruction on the basis that the broker may use a venue that is not a Regulated Market or MTF. The broker may carry out several market transactions in order to acquire the number of shares needed for the DRIP. To help ensure that you receive the best available price for the shares, this process may take a number of days. Due to the typically large size of aggregated DRIP trades, a validation process will be undertaken to confirm that the correct number of shares have been purchased for all DRIP participants. Only once the DRIP Administrator is able to determine finally how many shares will be allocated to all DRIP 4

5 participants, has carried out the necessary internal audit procedures, allocated your shares to you and printed the confirmation note will the purchase be regarded as complete and properly executed. Depending on the nature of the trade, this process can take up to fourteen business days. Please be aware that in placing an aggregated order irrespective of the size of the order and the length of time taken to fulfil the order in the designated market, a more or less favourable price might be achieved than if your order had been executed separately. For all participants, shares may be bought in separate transactions and on different days, if need be. If it is necessary to buy shares at different prices, the DRIP Administrator will calculate an average price for all of them. You will receive the maximum whole number of shares it is possible to buy for you using your Dividend payment plus any cash balance from previous Dividend payments minus the charges and taxes described in this booklet. Shares will be bought for you as soon as practicable on or after the Dividend payment date. 10. Where can you receive further information on the DRIP Administrator s DRIP trading policy? When transmitting your instructions to a third party for execution the DRIP Administrator takes reasonable steps to use a broker whose stated execution policy is to obtain the best possible result. The DRIP Administrator has implemented a policy that identifies the factors involved with transmission of and execution of client instructions by the person receiving these instructions from it. These factors will usually give priority to the prevailing price and costs. A full copy of the policy or the policy of the person used to execute the instruction is available upon a written request made to the DRIP Administrator - Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. 11. What documentation will you receive? Once all of the procedures described in section 9 have been completed, a share purchase advice notice will be sent to you. This will confirm how many shares have been purchased for you, the date of purchase, the purchase price and the associated costs together with any carried forward cash balance. It will also include a tax voucher (if applicable) and either the share certificate or CREST notification. These documents will be posted to you at your risk within one business day of the DRIP Administrator being satisfied that all purchases required under the DRIP have been executed and completed in accordance with section 9. Neither SEGRO plc nor the DRIP Administrator shall be liable for any failure to receive any document once it has been posted it to you. All documents will be posted at your risk. 12. What happens when money is left over after the shares have been bought? As only whole shares will be bought, there will usually be a small cash surplus left over afterwards that is insufficient to buy another whole share. This cash surplus will be carried forward without interest and added to future Dividend payments for reinvestment in SEGRO plc s shares under the terms of the DRIP. Any cash held on your behalf will be treated as Client Money, as described in the FSA Rules (see section 13). Any cash surplus will be paid out without interest if you send a written request to the DRIP Administrator, however, any such request will also be treated as a notice that you wish to withdraw from the DRIP. In the following circumstances, cash surpluses of less than 3 will be retained by the DRIP Administrator for its own use. If the surplus is greater than 3, the entire surplus will be returned to you. if you withdraw from the DRIP; if you sell or transfer your shares; if the DRIP Administrator receives proper notice of a participant s bankruptcy or mental incapacity; if the DRIP Administrator receives proper notice of a corporate shareholder being placed in liquidation; or If the DRIP Administrator receives proper notice of a participant s death, any cash surplus of 3 or over will be returned to the deceased s estate. 13. How will cash be held? Any cash held on your behalf as a consequence of administering this DRIP will be treated as Client Money, as described in the FSA Rules and will be maintained in a designated client money account at a UK approved bank. This means your money is segregated and protected in accordance with the requirements of the FSA Rules. No interest will be paid on this account. All Client Money the DRIP Administrator holds on your behalf as a consequence of administering this DRIP is maintained in a designated Client Money account at a UK approved bank. This means your money is segregated and protected in accordance with the requirements of the FSA Rules. If the DRIP Administrator or the bank became insolvent your money would be protected in accordance with the prevailing terms of the Financial Services Compensation Scheme (FSCS). The DRIP Administrator will not pay interest on monies held in this account. 5

6 14. What if I want to receive my Dividend payment in cash? You do not need to take any action. You will only be included in the DRIP if you apply to join in accordance with these terms and conditions. 15. How do I join in the DRIP? If your shares are held in certificated form, you may apply on-line at or, alternatively, complete and sign the DRIP Mandate Form enclosed with this booklet and return it to the DRIP Administrator in the pre-paid envelope provided. The DRIP Administrator must receive your completed DRIP Mandate Form at least fifteen business days prior to the Dividend payment date. Applications received by the DRIP Administrator after that date will only be effective for the next Dividend payment date. The DRIP Administrator will not accept any fax, or telephone instructions or photocopied forms. You will not be able to cancel your application to join once you have posted it to the DRIP Administrator. If you hold your shares in uncertificated form in the CREST system you may elect to participate in the DRIP by means of the CREST procedures that require the use of the Dividend Election Input Message in accordance with the CREST Manual. Further details of these procedures are contained in section 16 of this booklet under the heading CREST Procedures. If you decide the join the DRIP, SEGRO plc will have discretion whether to reinvest the ordinary cash dividend and/or PID element of any future Dividend payment made to you (see section 4), to buy further shares in SEGRO plc until either you withdraw from the DRIP (see section 20) or the DRIP is suspended. If you use the on-line application in respect of any joint shareholdings, you must confirm that you are the first-named shareholder or have the consent of all other joint holders to use the service. 16. CREST procedures If you hold your shares in uncertificated form in CREST and will continue to do so at the record date for the relevant Dividend payment, you must elect to participate in the DRIP by means of the CREST procedures to effect such an election. If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take the appropriate action on your behalf. The CREST procedures require you to use the Dividend Election Input Message in accordance with the CREST Manual. The message should be correctly completed in order for a valid election to be made. SEGRO plc and/or the DRIP Administrator reserve the discretionary right in to treat as valid any election which is not complete in all respects. A valid election made by means of Dividend Election Input Message will to the extent it relates to shares held in uncertificated form at the record date for the relevant Dividend payment, supersede all previous written elections made in respect of holdings in the same member account. By inputting a Dividend Election Input Message as described above, you confirm your election to participate in the DRIP in accordance with the details input and with these terms and conditions of the DRIP as amended from time-to-time, and you appoint the DRIP Administrator or any successor administrator of the DRIP as may be appointed from time-to-time as your agent to arrange the purchase of shares in SEGRO plc in accordance with such terms and conditions. The shares purchased on your behalf pursuant to the DRIP will be credited to your relevant CREST member account unless SEGRO plc or the DRIP Administrator from time-to-time determines that such shares shall be issued to you in certificated form. You may only revoke an election which has been made by Dividend Election Input Message by utilising the CREST procedure for deletions described in the CREST Manual, unless SEGRO plc and/or the DRIP Administrator consent to a revocation in another form. The deletion will be valid in relation to the then current Dividend payment only if the deletion is accepted, in accordance with the CREST procedures, by or on behalf of SEGRO plc prior to the deadline for receipt of withdrawals set out in these terms and conditions. It is recommended that you input any deletion message 24 hours in advance of this deadline to give SEGRO plc and the DRIP Administrator sufficient time to accept the deletion. There is no facility to amend an election which has been made by Dividend Election Input Message; if you wish to change your election details you must first delete the existing election as described above and then input Dividend Election Input Message with the required new details. It is possible to revoke previous written elections made in respect of your uncertified holding to participate in the DRIP (without having to make a new election) by means of the Non-CREST Election and Deletion Request Status fields in the Dividend Election Input Message in accordance with the procedures described in the CREST Manual. The deletion will be valid in relation to the then current Dividend payment only if the deletion is accepted, in accordance with the CREST procedures, by the DRIP Administrator on behalf of SEGRO plc prior to the deadline for receipt of withdrawals set out section 20 of these terms and conditions. It is recommended that you input any deletion message 24 hours in advance of this deadline to give SEGRO plc and the DRIP Administrator sufficient time to accept the deletion. 17. What is the latest date to apply to join the DRIP? To participate in the DRIP for a particular dividend, shareholders holdings must appear on the Company s share register on the record date for the payment of that dividend. Provided that an instruction is received by the DRIP Administrator no later than fifteen business days prior to the payment date for a dividend, shareholders will be able to participate in the DRIP for that Dividend payment. Applications to join the DRIP received after that date will be effective for the next Dividend payment. 6

7 18. For how long will the DRIP apply? It is envisaged that the DRIP will continue to operate for the foreseeable future, however, SEGRO plc and/or the DRIP Administrator reserve the right to suspend or terminate the DRIP at any time, in which case reasonable endeavours will be used to ensure notice is given to all DRIP participants. The DRIP may be amended without notice where the amendment is required by reason of a statutory or regulatory provision, and DRIP participants will be informed in writing of the amendment as soon as practicable. In any other case the DRIP may be amended by thirty days written notice to DRIP participants. Such amendment may include revision of the costs and charges associated with the DRIP. There is no obligation for SEGRO plc and/or the DRIP Administrator to make the DRIP available for any particular Dividend payment. 19. Do I need to reapply for the DRIP every year? No. Once your application to participate in the DRIP has been accepted, the DRIP will apply to you until such time as you withdraw from the DRIP or the DRIP is suspended or terminated in accordance with these terms and conditions. 20. If I join the DRIP now, how can I withdraw from the DRIP in the future? You have two separate rights cancellation rights, which apply only at the start of the DRIP, and withdrawal rights, which apply throughout the life of the DRIP. They are simply two separate mechanisms you can use to leave the DRIP. You can cancel your participation in the DRIP within fourteen calendar days of the date on which the DRIP Administrator receives your completed DRIP Mandate Form (the Cancellation Period). However, you will lose your cancellation right if you make a request during the Cancellation Period for a Dividend payment to be processed in accordance with this DRIP. For administrative purposes it is essential that the DRIP Administrator knows how many shareholders wish to participate in the DRIP no later than fifteen business days before each relevant Dividend payment date. The first day of this fifteen business day period is referred to as the Cut-Off Date. Accordingly, if you choose to submit your DRIP Mandate Form at a time which would result in your Cancellation Period expiring on or after the Cut-Off Date, you will be deemed to have expressly requested the DRIP Administrator to proceed to process your Dividend payment in accordance with the DRIP. The effect of this is that if the DRIP Administrator has not received a notice of cancellation from you prior to the Cut-Off Date, you will lose your cancellation rights. If you want to cancel your participation you should write to the DRIP Administrator at the address at the beginning of these terms and conditions no later than the end of the Cancellation Period. If you do not exercise your right to cancel the DRIP Administrator will provide the agreed services in accordance with these terms and conditions. You can withdraw from the DRIP at any time by writing to the DRIP Administrator at the address stated at the beginning of these terms and conditions. Your written notice must be received no later than fifteen business days before any Dividend payment date if you do not wish to be included in the DRIP for that Dividend payment. If you sell some of your shares or buy further shares the DRIP Administrator will assume you wish to continue to participate in the DRIP, unless notification is received of otherwise. If you send a request to the DRIP Administrator for surplus cash to be returned to you (see section 12), this will be treated as a notice that you wish to withdraw from the DRIP. If the DRIP Administrator receives proper notice of a participant s death, bankruptcy or mental incapacity (or, in the case of a corporate shareholder, liquidation) participation in the DRIP will cease unless the shares are held jointly with others. 21. What are the tax implications? You will be liable to income tax on ordinary cash dividends and PIDs reinvested under the DRIP as if you had received the Dividend payment in cash and arranged the purchase of additional shares yourself. As noted in section 8, there will also be a 0.5% charge to stamp duty or stamp duty reserve tax on the acquisition of shares under the DRIP. United Kingdom resident shareholders may, depending on their circumstances, be liable to capital gains tax on chargeable gains arising from a sale or other disposal of the shares. Shareholders resident in other jurisdictions should take their own local advice on the tax consequences of buying, holding, and disposing of shares. If you are in any doubt as to your taxation position, whether in relation to the receipt of a Dividend payment or arising from your purchase of shares under the DRIP, you should seek independent professional advice. Tax legislation can change from time-totime. Please note that there is the possibility that other taxes or costs may exist that are not paid through the DRIP Administrator or imposed by it. 22. Who will administer the DRIP? The DRIP is currently administered by Computershare Investor Services PLC which is authorised and regulated by the Financial Services Authority (FSA) in the conduct of the DRIP. The DRIP is not administered by SEGRO plc. 7

8 23. Who will carry out the purchase of shares? All instructions to purchase shares in this DRIP will be received by the DRIP Administrator and transmitted to a broker selected by the DRIP Administrator in accordance with their Best Execution Policy, a copy of which can be requested from the DRIP Administrator. 24. Important note The price of the shares of SEGRO plc depends on fluctuations in the financial markets. The value of shares and the income from them can fall as well as rise and you may not get back the amount of money you invest. Past performance is not a guide to future performance. This arrangement should be considered as part of a diversified portfolio. No information provided in this booklet should be regarded as a recommendation to buy, sell or hold shares. You should note that the price of shares may change significantly between the time you decide to join the DRIP and the date the shares are purchased. Due to the minimum charge, the DRIP may not be cost effective for all participants, for example, for shareholders in receipt of very small dividends. If you are in any doubt as to the action you should take you should seek independent professional advice. In providing this DRIP to you in relation to SEGRO plc s shares, which are traded on a regulated market, the DRIP Administrator is not required to assess the suitability of the instrument or the service provided, or offered to you and, as a result, you will not benefit from the protection of the FSA rules on assessing suitability. Therefore, the DRIP Administrator will not assess whether: the relevant product or service meets your investment objectives; you would be able financially to bear the risk of any loss that the product or service may cause; or you have the necessary knowledge and experience to understand the risks involved. The DRIP Administrator is also not required to assess the appropriateness for you of the DRIP or any transaction connected to the DRIP. 25. Is there anything else of which I should be aware? The DRIP Administrator will take reasonable care in administering the DRIP, and will be responsible to you for any losses or expenses (including loss of shares) suffered or incurred by you as a direct result of its negligence, wilful default or fraud. Save as referred to in the clause below, it does not accept liability for any indirect or consequential loss suffered by you or for any loss which does not arise as a result of its negligence, wilful default or fraud. The DRIP Administrator does not accept any responsibility for any losses or expenses suffered or incurred by you as a result of any acts or omissions by the broker. If you are in any doubt as to whether an instruction has been received or carried out you should telephone the DRIP Administrator immediately. The DRIP Administrator will only use a broker for the purposes of selling shares in connection with this service that participates in the FSCS. The delivery time for instructions using the internet may vary considerably depending on your internet service provider, your computer system, the way in which the instruction has been routed on the internet and on third party providers. The DRIP Administrator does not accept liability for any indirect or consequential loss suffered by you or for any loss as a result of any delay in it receiving your instruction or due to any inability to use, interruption to or non-availability of its web-site which does not arise as a result of its negligence, wilful default or fraud. The internet is not an entirely secure environment. For this reason, despite the security measures the DRIP Administrator operates it cannot guarantee that any message or instruction sent using the Internet will not be capable of being intercepted, read or copied by an unauthorised third party or parties. The DRIP Administrator does not accept liability for any indirect or consequential loss suffered by you or for any loss as a result of an unlawful interception of any message or instruction sent to it which does not arise as a result of its negligence, wilful default or fraud. You must contact the DRIP Administrator immediately if you suspect that your User Identification Number (User ID) or Personal Identification Number (PIN) has been disclosed to, or obtained by, a third party and that its integrity is threatened. Until such notification is received by the DRIP Administrator, it will assume that any instructions received in electronic form, which have been authenticated by your User ID and PIN, will be genuine and valid instructions from you and it will act accordingly. You will be liable for all such transactions 26. Nothing in these terms and conditions restricts any rights you may have under the rules of the FSA or under the FSMA. 27. The DRIP Administrator shall not be responsible for delays or failure to perform any of its obligations due to acts beyond its control. Acts beyond its control shall include, but are not limited to, acts of God, strikes, lockout, riots, acts of war, epidemics, governmental regulations superimposed after the fact, communication line failures, power failure, earthquakes or other disasters. 28. You should be aware that from time-to-time the on-line service may not be available due to planned maintenance. 8

9 The price of the shares of SEGRO plc depends on fluctuations in the financial markets outside DRIP Administrator s control. Past performance is no indicator of future performance. The DRIP Administrator and its agents (including any broker) may effect transactions notwithstanding that they have a direct or indirect material interest or a relationship of any description with another party which may involve a conflict with its duty to participants under the DRIP. The DRIP Administrator manages those conflicts of interest of which it is aware, and monitors the effectiveness of its policies and procedures on a regular basis. The DRIP Administrator makes every effort to disclose its own interests and the interests of its employees where it is suspected that a conflict of interest may arise. In accordance with its regulatory responsibility on this matter the DRIP Administrator operates a documented policy that details its obligations if such events arise. Full details are available upon a written request to the DRIP Administrator - Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. Share purchases made under the DRIP are made on an execution only basis. The DRIP Administrator reserves the right to delay taking any action on any particular instructions from you if it considers it is necessary to do so to obtain further information from you, or to comply with any binding legal or regulatory requirement (including the obtaining of evidence of identity to comply with money laundering regulations), or to investigate any concerns there may be about the validity of or any other matter relating to the instruction. Each of the provisions of the DRIP shall be severable and distinct from one another and if one or more of such provisions is invalid or unenforceable the remaining provisions shall not in any way be affected. The DRIP Administrator has procedures to help resolve all complaints from customers effectively, a copy of which can be provided on request to the DRIP Administrator. The DRIP Administrator is authorised and regulated by the Financial Services Authority. If you have any complaints about the service provided to you or wish to receive a copy of the complaints procedure please write to the DRIP Administrator - Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. If you cannot settle your complaint with the DRIP Administrator, you may be entitled to refer it to the Financial Ombudsman Service. Further details are available on request to the DRIP Administrator. Computershare Investor Services PLC is covered by the FSCS and you may be entitled to compensation if Computershare Investor Services PLC cannot meet its obligations. Most types of investment business are covered for 100% of the first 50,000 (i.e. a maximum of 50,000 per person). Further details of this scheme are available on request to the DRIP Administrator. The parties to this agreement are the DRIP participant and the DRIP Administrator (the Parties). The parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. If you are sending an instruction under a power of attorney you should indicate this fact and enclose the original power of attorney or a copy certified by a solicitor or notary public, which will be inspected and returned to you. The DRIP Administrator will take reasonable care in the selection and continued use of the broker but it does not accept any responsibility for any losses or expenses suffered or incurred by you as a result of any acts or omissions by the broker. Both the DRIP Administrator and/or the broker are required to obtain the best price reasonably available at the time the purchase is made. Accordingly the execution of all or part of the order may be delayed until the next business day, if the DRIP Administrator feels it is in your best interest to do so. The DRIP Administrator may choose not to act on any particular instruction and will notify you in writing if it is decided not to accept a particular instruction. The DRIP Administrator may use its Group companies or other agents in countries outside the EEA provided that it is satisfied that the same standards of protection of personal data have been applied either by contract or law. Nothing in these terms and conditions restricts any rights you may have under the rules of the FSA or under the Financial Services and Markets Act The DRIP Administrator, Computershare Investor Services PLC, provides its contractual terms in English and will only communicate with you only in English during the duration of these terms and conditions. The DRIP Administrator is not required to assess the suitability of any investment or the service offered. You will not benefit from the protection of the rules on assessing suitability. The DRIP Administrator may choose to withdraw this service due to developments in legislation without giving you any notice that the service is no longer available. You will be classified by the DRIP Administrator as a retail client. 9

10 Data Protection The Data Protection Act 1998 provides protection to individuals by governing, amongst other things, the way in which personal information is held and used. Individuals also have rights of access to such information held about them. The DRIP Administrator will comply with its obligations under the Data Protection Act, including protecting your personal information. By becoming a Participant in the DRIP, you agree that the DRIP Administrator may: keep personal details which you or others give it, and any information the DRIP Administrator knows from running your account on a database, and use such information to carry out the services described in these Conditions; and disclose information concerning you to SEGRO plc; to Euroclear (if entitled to such information) which may disclose the information to regulatory, tax or governmental authorities as appropriate; to any person with legal, administrative or regulatory power over the DRIP Administrator in respect of the DRIP Administration; to any replacement DRIP Administrator; to the broker; or to affiliated companies of the DRIP Administrator who are involved in carrying out functions related to the DRIP administration including such affiliated companies which are outside of the EEA in countries which do not have similar protections in place regarding your information and its use. Under the Data Protection Act 1998 you are entitled, on payment of a fee, to a copy of the information held about you. You should inform the DRIP Administrator if you believe that any information held about you is incorrect or incomplete, so that the information may be corrected. Please address any requests for information under this section to the DRIP Administrator - Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. Governing Law These terms and conditions are governed by and shall be construed in accordance with the laws of England and Wales. Computershare Investor Services PLC has applied the same laws in its marketing of, and arrangements for you to enter into, this DRIP. 10

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