Tritax EuroBox : AGM Resolutions - 9 February 2023

Company number 11367705

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

TRITAX EUROBOX PLC

(the "Company")

Passed on 9 February 2023

The following ordinary and special resolutions (as noted) were duly passed by the Company at the 2023 Annual

General Meeting held on 9 February 2023.

ORDINARY RESOLUTIONS

12. THAT, the Directors be generally and unconditionally authorised for the purposes of section 551 of the

Companies Act 2006 (the "Act"), in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of the passing of this Resolution 12, to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company for any purpose:

1. Up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of €2,689,346 (such amount to be reduced by the nominal amount of any shares allotted or granted under paragraph (b) of this Resolution 12 below in excess of such sum); and
2. Comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of €5,378,693 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this Resolution 12) in connection with or pursuant to an offer by way of a rights issue in favour of:
3. 1. the holders of ordinary shares in the Company ("Ordinary Shares") in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on the record date for such allotment; and
   2. the holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever.

These authorities shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier,Formatted: Indent: Left: 0 cm on the date 15 months after the passing of this Resolution 12, save that the Company may before such expiry

make any offer or agreement which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant rights to subscribe for or to convert any security into shares in pursuance of any such offer or agreement as if the power and authority conferred by this Resolution 12 had not expired.

SPECIAL RESOLUTIONS

13. THAT, subject to the passing of Resolution 10, the Directors be generally and unconditionally empowered for the purposes of sections 570(1) and 573 of the Companies Act 2006 (the "Act") to:

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Company number 11367705

1. allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by Resolution 12; and
2. sell Ordinary Shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

1. in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of Resolution 12, by way of a rights issue only) in favour of:
2. 1. the holders of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on the record date for such allotment or sale; and
   2. the holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

1. in the case of the authorisation granted under paragraph (a) of Resolution 10 (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this
   Resolution 11 above, up to an aggregate nominal amount of €403,401.

This power shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the date 15 months after the passing of this Resolution 13, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this Resolution 13 had not expired.

14. THAT, subject to the passing of Resolutions 12 and 13, and in addition to any authority granted under Resolution 13, the Directors be generally and unconditionally empowered for the purposes of sections

570(1) and 573 of the Companies Act 2006 (the "Act") to:

1. allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of Resolution 12; and
2. sell Ordinary Shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,
   in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:
3. 1. limited to the allotment of equity securities for cash and the sale of treasury shares up to an aggregate nominal amount of €403,401; and
   2. used only for the purpose of financing (or refinancing, if the authority is to be used within six 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

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Company number 11367705

Principles on Disapplying Pre-Emption Rights most recently published by the

Pre-Emption Group prior to the date of this notice, or for any other purposes as the

Company in general meeting may at any time by special resolution determine.

This power shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the date 15 months after the passing of this Resolution 14, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this Resolution 14 had not expired.

15. THAT, the Company be generally and unconditionally authorised for the purposes of section 701 of the

Companies Act 2006 (the "Act") to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares of €0.01 each in the capital of the Company in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in sections 727 or 729 of the Act, provided that:

1. the maximum number of Ordinary Shares which may be purchased under this authority is 80,680,398;
2. the minimum purchase price which may be paid for any Ordinary Share is €0.01 (which shall be exclusive of expenses, if any); and
3. the maximum purchase price (exclusive of expenses, if any) which may be paid for each Ordinary Share is an amount equal to the higher of:
4. 1. 5% above the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased: and
   2. the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out,

such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the date 15 months after the passing of this Resolution 15, save that the Company may before the expiry of this authority make a contract to purchase Ordinary Shares that would or might be executed wholly or partly after the expiry of this authority and may make purchases of Ordinary Shares pursuant to it as if this authority had not expired.

16. THAT, a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the next Annual General Meeting of the Company.

Signed.....................................

Tritax Management LLP

Company Secretary

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