As an eligible employee for the Share Option Exchange Program (the “Offer”) who is also subject to tax in the
Netherlands, a condition of your participation in the Offer is that you enter into an employee/employer consent
agreement as to Dutch tax and social security contributions (the “Consent Agreement”) which is attached to this
The Consent Agreement is explained in Schedule L of the document titled the Offer to Exchange Certain
Outstanding Share Options for Restricted Share Units or Cash (the “Offer to Exchange”) that was sent to you in
the email from Walt Rakowich dated June 10, 2010 via Stock Plan Administration and that is also available on
the ProLogis Offer website at https://prologis.equitybenefits.com and on the LTIP page of The HUB.
In connection with the Offer, ProLogis submitted a request for a tax ruling from the Dutch tax authorities to
confirm that the exchange of eligible options for RSUs will not result in a taxable event. On June 24, 2010,
ProLogis received a favorable ruling from the Dutch tax authorities. A condition of your participation in the Offer
is that you accept the terms of the tax ruling. Accordingly, if you wish to participate in the Offer, you must
also complete the attached Consent Agreement and return it to Stock Plan Administration via
facsimile to Kristi Oberson, Stock Plan Administration at (303) 567-5761 or via email to
email@example.com before the expiration of the Offer which is expected to be 6:00 a.m. U.S.
Mountain Time on July 9, 2010.
As described in more detail in Schedule L of the Offer to Exchange, because a favorable ruling was received, any
RSUs that you receive in exchange for eligible share options pursuant to the Offer will not be subject to income
tax and social insurance contributions at the time the RSUs are granted. Accordingly, the RSUs that you receive
in exchange for eligible share options will vest in accordance with the vesting schedule provided in the Offer