Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares please pass this document together with the Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the Ordinary Shares. However, those documents should not be forwarded to or sent into the United States, Canada, Australia, the Republic of South Africa or Japan. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the UK should seek appropriate advice before taking any action.

This document is not an offer of securities, or the solicitation of an offer to acquire securities, in any jurisdiction nor does it constitute a prospectus or equivalent document. This document is provided solely for the information of shareholders in connection with the General Meeting and not for any other purpose.

URBAN LOGISTICS REIT PLC

(incorporated in England and Wales with registered number 9907096 and

registered as an investment company under section 833 of the Companies Act 2006)

Notice of General Meeting

Including proposed changes to the Company's investing policy

Adoption of New Articles

and

Disapplication of Pre-emption Rights

This document should be read in conjunction with the Form of Proxy and the Notice of General Meeting set out at the end of this document. Your attention is drawn to the letter from the Chair of the Company set out at Part 2 of this document containing a recommendation from the Board that you should vote in favour of the Resolutions to be proposed at the General Meeting.

Notice of the General Meeting to be held at 124 Sloane Street, London SW1X 9BW at 10.00 a.m. on 12 November 2021 is set out at Part 5 of this document. The accompanying Form of Proxy for use at the General Meeting should be completed in accordance with the instructions printed thereon and returned to the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but by no later than 10.00 a.m. on 10 November 2021. Alternatively where shareholders are CREST members, they can submit a CREST Proxy Instruction. Further details are given in the 'Notes' to the Notice of General Meeting. Unless the Form of Proxy or CREST Proxy Instruction is received by 10.00 a.m. on 10 November 2021, it will be invalid.

In accordance with current UK Government guidance regarding COVID-19, the General Meeting is currently intended to be an open meeting allowing Shareholders to attend in person. The COVID-19 situation is constantly evolving and the UK Government may change current guidance relating to the holding of general meetings during the notice period. If there is a change in circumstances which means Shareholders will not be able to attend the General Meeting in person, the Company will notify Shareholders of the changed arrangements via a regulatory information service. Shareholders are therefore strongly encouraged to vote on all of the resolutions online or by appointing the Chair of the General Meeting as a proxy in advance of the General Meeting.

The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Ordinary Shares to be issued by the Company may not be offered, or sold, exercised, resold, transferred or delivered, directly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Ordinary Shares in the United States. The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

Contents

		Page
Part 1	Expected timetable	3
Part 2 Letter from the Chair	4
Part 3	Proposed amendments to the Existing Investing Policy	11
Part 4	Definitions	13
Part 5	Notice of General Meeting	16

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Part 1

Expected Timetable

Date of this document	27 October 2021
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 10 November 2021
General Meeting	10.00 a.m. on 12 November 2021

The times and dates set out in the expected timetable above and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified by means of an announcement through a Regulatory Information Service.

References to time in this document are to London time.

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Part 2

Letter from the Chair

URBAN LOGISTICS REIT PLC

(incorporated in England and Wales with registered number 9907096 and

registered as an investment company under section 833 of the Companies Act 2006)

Directors:	Registered Office:
Nigel Rich (Independent Non-Executive Chair)	6th Floor
Bruce Anderson (Independent Non-Executive Director)	65 Gresham Street
Jonathan Gray (Independent Non-Executive Director)	London EC2V 7NQ
Heather Hancock (Independent Non-Executive Director)
Mark Johnson (Non-IndependentNon-Executive Director)
Richard Moffitt (Non-IndependentNon-Executive Director)
	27 October 2021
To Shareholders
Dear Sir or Madam

Notice of General Meeting

Including proposed changes to the Company's investing policy

Adoption of New Articles

and

Disapplication of Pre-emption Rights

1. Introduction

The Company on 25 October 2021 announced a positive trading update following the close of its interim reporting period ended 30 September 2021.

Highlights from the trading update were as follows:

• 99.4 per cent. occupancy across 91 logistics properties;
• Rent collection over 99 per cent. for the half year ended 30 September 2021;
• Deployment or commitment of capital from July 2021 fundraising across 8 transactions for consideration of £103 million (5.5 per cent. weighted NIY);
• Circa. £50 million of further investments are in advanced stages of contractual progress and are expected to be completed in the near term at a weighted average 6.2 per cent. NIY; and
• New pipeline of over £400 million of high quality logistics properties identified utilising the Company's extensive proprietary network to source off market deals.

The Company also announced that the Directors believe that the market capitalisation of the Company now justifies a move to the premium segment of the Main Market of the London Stock Exchange ("Admission"). The Board believes that this move will provide the most appropriate market listing for the continuing growth of the Company.

To support Admission, the stated strategy of growing the Company and to provide greater flexibility to achieve these objectives the Board is seeking approval from Shareholders for:

• conditional upon and with effect from Admission, the Amended Investment Policy, which is being amended to satisfy certain eligibility requirements under the Listing Rules ahead of Admission and to reflect the evolution of the Company's business since launch;

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• the Directors to have the authority to implement a Placing Programme (which will comprise an initial issue of Ordinary Shares followed by a further placing or placings of Shares) under the terms of which the Company would have the ability to issue a significant number of Ordinary Shares and/or C Shares on a non-pre-emptive basis subject to the publication of a prospectus. To avoid the necessity of having to convene an additional General Meeting to seek a disapplication of pre- emption rights in respect of the Placing Programme, it is proposed that at the General Meeting a separate Resolution is passed which, subject to the publication of a prospectus in connection with the Placing Programme, pre-emption rights are disapplied in respect of 350 million Ordinary Shares and/or C Shares with such authority to expire on 31 March 2023;
• the renewal of the general authorities to allot Ordinary Shares and waiver of pre-emption rights previously granted at the 2021 AGM which were fully utilised in connection with the Company's July 2021 fundraising;
• the adoption of the New Articles, which are also being amended to satisfy certain Listing Rules eligibility requirements as well as to give the Company the flexibility to issue C Shares under the Placing Programme; and
• the Company to hold general meetings (other than an annual general meeting) on 14 clear days' notice following Admission,

(together the "Proposals").

The purpose of this document is to give Shareholders details of the General Meeting being convened at which the Resolutions will be proposed as well as the background to, and the benefits of, the Proposals and the reasons why the Board is recommending that you vote in favour of the Resolutions at the General Meeting.

It should be noted that the minimum issue price at which Ordinary Shares may be issued pursuant to the dis-applications of pre-emption rights to be sought at the General Meeting is the prevailing NAV per Ordinary Share at the time of issue together with a premium intended to cover the costs and expenses of the relevant issue of Ordinary Shares. Any C Shares issued pursuant to the Placing Programme will be issued at 100 pence per C Share.

2. Background to, reasons for and the benefits of Admission

The Directors believe that the current market capitalisation of the Company justifies a move to the Main Market. The Directors believe that Admission and the associated changes to the Existing Investing Policy are in the best interests of the Company and Shareholders as a whole for the following reasons:

• the Company will have access to a larger pool of capital which may improve the liquidity of the Shares;
• the premium listing is expected to broaden the Company's share register;
• the premium listing will enable the Company to be eligible for inclusion in the FTSE's EPRA and UK Index Series which may further facilitate increased liquidity;
• a premium listing may help raise the Company's profile with increased media coverage and investor interest, which in turn would enhance its status;
• with a premium listing and possibly higher company profile, there could potentially be increased analyst coverage; and
• the Company will be required to comply with higher standards of governance required by premium listed companies under the Listing Rules.

The Company has given notice of the intended cancellation of trading of the Ordinary Shares on AIM and it is expected that Admission will occur no earlier than 7 December 2021. Admission will not be conditional upon completion of an issue of Shares under the Placing Programme. Further information as to timing of Admission will be announced in due course.

In order to satisfy certain eligibility requirements under the Listing Rules ahead of Admission, the Board is seeking approval from Shareholders for, conditional upon and with effect from Admission, the

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