The warehouse

provider of choice

Annual Report and

Financial Statements 2022

Contents

Strategic report

Pages 1 to 69

Financial highlights 2

Operational highlights 4

At a glance 6

Top ten assets at a glance 8

Chairman’s statement 10

Q&A with Andrew Bird 12

Delivering total returns 14

Investment case 15

Market overview 16

Business model 18

Our stakeholders 21

Section 172(1) statement 24

Our objectives and strategy 26

Strategy in action

Radway 16, Crewe 28

Parkway Industrial Estate,

Plymouth 30

Key performance indicators 32

Investment Advisor’s report 34

Sustainability report 42

Principal risks and uncertainties 60

Going concern and

viability statement 68

Corporate governance

Pages 70 to 99

Chairman’s introduction

to governance 70

Board of Directors 72

Investment Advisor 74

Corporate governance statement 76

Nomination Committee report 86

Audit Committee report 88

Management Engagement

Committee report 91

Sustainability Committee report 92

Directors’ remuneration report 93

Directors’ report 96

Financial statements

Pages 100 to 140

Statement of Directors’

responsibilities 100

Independent Auditor’s report 101

Consolidated statement

of comprehensive income 108

Consolidated statement

of financial position 109

Consolidated statement

of changes in equity 110

Consolidated statement

of cash flows 111

Notes to the consolidated

financial statements 112

Company statement

of financial position 136

Company statement

of changes in equity 137

Company statement

of cash flows 138

Notes to the Company

financial statements 139

Additional information

Pages 141 to IBC

Unaudited supplementary

notes not part of the consolidated

financial information 141

Property portfolio 149

Shareholder information 152

Glossary 154

Contact details of the advisors IBC

Strategic report

Warehouse REIT is a

specialist investor in

UK warehouses.

Our purpose

Our purpose is to own and manage warehouses in

economically vibrant urban areas across the UK, providing

thespace our occupiers need for their businesses to thrive.

What we do

We grow our portfolio by carefully choosing assets to

acquire and by selectively developing new assets, often on

underutilised land within the portfolio. Our pro-active asset

management then unlocks the value inherent in the portfolio,

helping us to capture rising rents and increase capital

values. At the same time, we are increasingly embedding

sustainability considerations into everything we do.

Our vision

As we grow, our vision is to become the UK’s warehouse

provider of choice.

Find us online

www.warehousereit.co.uk

Awards

2 Warehouse REIT plc Annual Report and Financial Statements 2022

Financial highlights

• EPRA net tangible assets (“NTA”) per share up 28.6% to

173.8 pence (31 March 2021: 135.1 pence), primarily due to

the revaluation increase of 38.5 pence per share

• Dividends totalling 6.4 pence per share paid or declared

in respect of the year, ahead of the full-year target of at

least 6.2 pence per share

• Total portfolio valued at £1,012.0 million (31 March 2021:

£792.8 million), with a like-for-like valuation uplift of 19.4%

• Portfolio valuation comprised £913.0 million in relation

to the investment portfolio of completed assets and

£99.0million of development property and land

(31March 2021: £751.9 million and £40.9 million)

• Total accounting return for the year of 33.2% (year ended

31 March 2021: 27.7%)

• Continued strong rent collection performance, with

98.7% of rent due in relation to the year collected at

19May2022

• Bank debt of £271.0 million and cash balances of

£16.7million at the year end, resulting in a loan to

value(“LTV”) ratio of 25.1% (31 March 2021: 24.6%)

Year to 31 March 2022

Gross property income

£48.7m

31 March 2021: £35.8m

Operating profit before gains on investment

properties

£35.4m

31 March 2021: £24.8m

IFRS profit before tax

£191.2m

31 March 2021: £123.1m

IFRS earnings per share

45.0p

31 March 2021: 35.2p

EPRA earnings per share

6.4p

31 March 2021: 5.3p

Adjusted earnings per share

6.4p

31 March 2021: 5.3p

Dividends per share

6.4p

31 March 2021: 6.2p

Total accounting return

33.2%

31 March 2021: 27.7%

Total cost ratio

27.1%

31 March 2021: 29.5%

As at 31 March 2022

Portfolio valuation

£1,012.0m

31 March 2021: £792.8m

IFRS net asset value

£739.0m

31 March 2021: £574.1m

IFRS net asset value per share

173.9p

31 March 2021: 135.1p

EPRA net tangible assets pershare

173.8p

31 March 2021: 135.1p

Loan to value ratio

25.1%

31 March 2021: 24.6%

Financial highlights

Strategic report

Warehouse REIT plc Annual Report and Financial Statements 2022 3

Year to 31 March 2022

Gross property income

£48.7m

31 March 2021: £35.8m

Operating profit before gains on investment

properties

£35.4m

31 March 2021: £24.8m

IFRS profit before tax

£191.2m

31 March 2021: £123.1m

IFRS earnings per share

45.0p

31 March 2021: 35.2p

EPRA earnings per share

6.4p

31 March 2021: 5.3p

Adjusted earnings per share

6.4p

31 March 2021: 5.3p

Dividends per share

6.4p

31 March 2021: 6.2p

Total accounting return

33.2%

31 March 2021: 27.7%

Total cost ratio

27.1%

31 March 2021: 29.5%

As at 31 March 2022

Portfolio valuation

£1,012.0m

31 March 2021: £792.8m

IFRS net asset value

£739.0m

31 March 2021: £574.1m

IFRS net asset value per share

173.9p

31 March 2021: 135.1p

EPRA net tangible assets pershare

173.8p

31 March 2021: 135.1p

Loan to value ratio

25.1%

31 March 2021: 24.6%

Our sustainability report

See more on pages 42 to 59

4 Warehouse REIT plc Annual Report and Financial Statements 2022

Operational highlights

• Continued strong and increasingly diverse occupier

demand, driven by ongoing growth in e-commerce

andthe need to reinforce supply chains, combined with

growing constrained supply, contributing to significant

market rental growth

• Acquired six investment assets totalling 176,500 sqft

plus adjacent development land in Cambridge and

Crewe, reflecting a blended net initial yield of 4.2%

(excluding the development land) Total consideration

forthe acquisitions was £43.4 million (including costs)

• Exchanged contracts to acquire an asset via a forward

funded development arrangement for £35.0 million.

A 12-month rent guarantee has been agreed with the

vendor and would show a running yield in excess of 4.6%

• Further progress with the Group’s sustainability

strategy,including improvements to assets’

sustainabilityperformance and EPC ratings through

asset management, conducting an ESG survey with more

than 30 of our largest occupiers and setting a range of

ESG targets to track progress with our strategy

• Unlocked further value from the portfolio through

assetmanagement:

• Completed 116 lease events across 0.9 million sq ft of

space, contributing to like-for-like rental growth of 3.0%

• 62 new lettings, generating rent of £2.8million per

annum at 3.0% ahead of estimated rental value (“ERV”).

If three agreements-for-lease agreed during the year,

and, due to complete shortly are included, this increases

to 5.3%. The ERV across the portfolio hasgrown by

6.0% on a like-for-like basis

• 54 lease renewals, securing income of £3.0 million

andachieving a 22.2% increase over previous

contracted rents

• Investment portfolio capital expenditure of £6.5 million

(year ended 31 March 2021: £1.9 million), to drive rental

and capital value growth

• Occupancy of 93.7% at the period end (31 March2021:

95.6%). Effective occupancy, which excludes units

undergoing refurbishment or under offer to let,

was95.8% (31 March 2021: 98.2%)

• Planning application for another 1 million sq ft of

newwarehouse space submitted at Radway 16, Crewe,

bringing the total developable space to 1.8 million sq ft

WAULT of 5.6 years at the period end (31 March 2021:

5.8 years), reflecting the benefit of acquisitions and

asset management initiatives offsetting the natural

reduction in WAULT over time

As at 31 March 2022

Contracted rent

£44.0m

31 March 2021: £43.0m

Passing rent

£40.6m

31 March 2021: £38.6m

WAULT

to expiry

5.6 years

31 March 2021: 5.8 years

WAULT to first break

4.5 years

31 March 2021: 4.7 years

EPRA net initial yield

4.0%

31 March 2021: 4.7%

Occupancy

93.7%

31 March 2021: 95.6%

Operational highlights

Strategic report

Warehouse REIT plc Annual Report and Financial Statements 2022 5

• In April 2022, exchanged contracts to acquire

Bradwell Abbey Industrial Estate, Milton Keynes

for£62.0 million excluding acquisition costs

• In May 2022, the Group extended the RCF by

£25.0 million, the tenure and applicable interest rate

are unchanged from the existing facility

• In May 2022, the Group signed an agreement with

Panattoni to accelerate the development of its logistics

park situated at Radway 16, Crewe just off J16 of the M6

motorway. The project will start onsite Q4 2022 with

first buildings being available for occupation 2023

1. The Group presents adjusted earnings per share (“EPS”), dividends

per share, total accounting return, total cost ratio, LTV ratio and EPRA

Best Practices Recommendations as Alternative Performance Measures

(“APMs”) to assist stakeholders in assessing performance alongside the

Group’s statutory results reported under IFRS. APMs are among the

key performance indicators used by the Board to assess the Group’s

performance and are used by research analysts covering the Group.

EPRA Best Practices Recommendations have been disclosed to facilitate

comparison with the Group’s peers through consistent reporting of key

real estate specific performance measures. Certain other APMs may not

be directly comparable with other companies’ adjusted measures and

are not intended to be a substitute for, or superior to, any IFRS measures

of performance. EPRA EPS is set out in note 12. EPRA NTA is set out in

note 22. A glossary of terms is shown on pages 154 to 156.

2. Adjusted earnings per share is based on IFRS earnings excluding

unrealised fair value gains on investment properties and derivatives,

profit on disposal of investment properties and one-off costs and

ultimately underpins our dividend payments. There were no one-off

costs in the year ended 31 March2022 or in the prior year. Fordetailed

calculations, please refer to note 12 of the financial statements and table

two of the unaudited supplementary notes not part of the consolidated

financial information.

3. Dividends paid and declared in relation to the year, including a third

interim dividend paid on 1 April 2022 and a fourth interim dividend

to be paid on 30June 2022. Dividends paid during the year totalled

6.2 pence per share (year ended 31 March 2021: 4.7 pence per share).

Please refer to note 11 of the consolidated financial statements.

4. Total accounting return based on the increase in EPRA NTA per

share of 38.7pence plus dividends paid per share of 6.2 pence, as a

percentage oftheopening EPRA NTA of 135.1 pence per share. Please

refer to note 22 of the financial statements and table 11 of the unaudited

supplementary notes.

5. Total cost ratio represents the EPRA cost ratio including direct vacancy

cost but excluding one-off costs. For detailed calculations, please

refer to table six of the unaudited supplementary notes not part of the

consolidated financial information.

6. All references to contracted rent, passing rent, ERV, WAULT, NIY,

netreversionary yield (“NRY”), occupancy and capital expenditure in

this report relate only to the investment portfolio of completed assets

and exclude development property and land. Development property

and land is where the whole or a material part of an estate is identified

as having potential for development. Such assets are classified as

development property and land until development is completed and

they have the potential to be fully incomegenerating.

7. Weighted average unexpired lease term.

Post period end highlights

Notes

6 Warehouse REIT plc Annual Report and Financial Statements 2022

Since our IPO in September 2017, we have built a high‑quality

portfolio of urban warehouses totalling 8.5million sq ft, with

occupiers ranging from local businesses to household UK and

international brands.

At a glance

Case study

Parkway Industrial Estate,

Plymouth

pages 30 and 31

Case study

Radway 16,

Crewe

pages 28 and 29

Our assets

Motorways

27.3%

Northern England

27.9%

Midlands

19.2%

Southern England

16.5%

Oxford-Cambridge arc

9.1%

Rest of the UK

Warehouse REIT plc Annual Report and Financial Statements 2022 7

Strategic report

Our warehouses are increasingly important for fulfilling the

continuing growth of our diverse occupier base, spread across

different industries and business sizes. Our purpose-built

assets are simple and highly flexible, allowing them to meet

the needs of this wide range of occupiers. They have a steel

or concrete frame, metal or similar cladding and a minimum

eaves height of five metres, but often materially more.

The buildings have external servicing and yard space

and typically cover less than 40% of the total site area.

Ourinvestment strategy (see pages 26 and 27) favours

warehouses on estates let to multiple occupiers but we also

acquire single-letassets, as part of a balanced portfolio.

Key statistics at 31 March 2022

541

occupiers

estates

867

units

8.5

million sq ft

99%

of assets within

two miles of a town

centre, transport

hub or motorway

junctions

£51.5m

ERV, 17.0% above the

contracted rent roll

71.2%

of portfolio are

multi-let estates

29.9%

of total rent roll

accounted for by

topten occupiers

8 Warehouse REIT plc Annual Report and Financial Statements 2022

We have a well‑diversified portfolio, in key logistics locations across the

UK. Our top ten assets account for 39.7% of our contracted rent roll and

40.2% of the total portfolio valuation.

Top ten assets at a glance

by contracted rent

3.3m

sq ft

127

occupiers across 178 units

£17.6m

contracted rent roll

£19.6m

ERV

Key statistics for top ten assets at 31 March 2022

Midpoint 18,

Middlewich

• Area sq ft: 598,000

• Number of units: 23

• Contracted rent: £3,298,000

• Acquisition dates: October

2019, September 2020,

November 2020, February

2021, June 2021, July 2021

• Tenure: Freehold

Barlborough Links,

Chesterfield

• Area sq ft: 501,000

• Number of units: 1

• Contracted rent: £2,509,000

• Acquisition date: September 2020

• Tenure: Freehold

Boulevard

Industrial Park,

Speke

• Area sq ft: 390,000

• Number of units: 4

• Contracted rent: £2,072,000

• Acquisition date: March 2021

• Tenure: Long leasehold

Brackmills

Industrial Estate,

Northampton

• Area sq ft: 335,000

• Number of units: 2

• Contracted rent: £1,916,000

• Acquisition date: May 2019

• Tenure: Freehold

Queenslie Park,

Glasgow

• Area sq ft: 395,000

• Number of units: 72

• Contracted rent: £1,722,000

• Acquisition date: September 2017

• Tenure: Freehold

Warehouse REIT plc Annual Report and Financial Statements 2022 9

Strategic report

£403.8m

valuation

4.1%

NIY

4.5%

NRY

6.1 years

WAULT to expiry

Knowsley

Business Park,

Knowsley

• Area sq ft: 301,000

• Number of units: 16

• Contracted rent: £1,411,000

• Acquisition date: September 2017

• Tenure: Freehold

Gateway Park,

Birmingham

• Area sq ft: 220,000

• Number of units: 31

• Contracted rent: £1,201,000

• Acquisition date: November 2020

• Tenure: Long leasehold

Knowsley

Business Park

Knowsley

Dales Manor

Business Park,

Cambridge South

• Area sq ft: 130,000

• Number of units: 26

• Contracted rent: £1,186,000

• Acquisition date: May 2021, July 2021

• Tenure: Freehold

Temple House,

Harlow

• Area sq ft: 177,000

• Number of units: 2

• Contracted rent: £1,154,000

• Acquisition date: February 2021

• Tenure: Freehold

Gloucester

Business Park,

Gloucester

• Area sq ft: 188,000

• Number of units: 1

• Contracted rent: £1,150,000

• Acquisition date: September 2019

• Tenure: Freehold

Key:

Northern England Midlands Southern England Oxford-Cambridge arc Rest of the UK

10 Warehouse REIT plc Annual Report and Financial Statements 2022

The Board has been delighted with the

execution of the original strategy and

its conversion into attractive returns

forourinvestors.

Neil Kirton

Chairman

Chairman’s statement

Overview

We are now at the end of the fourth full financial year since

many of you supported the Company’s IPO in September

2017. In the Prospectus that accompanied the IPO we made

a clear statement about our strategy, to generate attractive

returns, explaining that we would acquire well-located

pre-existing assets that showed strong potential for effective

asset management and rental growth. At that time our

proposition centred on the undervaluation of such assets

given the evolving market environment, in particular around

home shopping. The growth in e-commerce has now been

augmented by other drivers, including shifting supply chain

dynamics and greater onshoring requirements. We believe

that both of these are unlikely to abate. As these drivers

gathered momentum, we have witnessed some key changes

in the market for our chosen asset class. These changes

have been reflected in our strategic thinking and subsequent

activity levels in the year we are now reportingon.

Returns performance

At the end of every year, we commission an externally led

independent valuation of the investment portfolio. Between

March 2018 and March 2022, the year-end valuation has

progressed from £291.0 million to £1,012.0 million and

valued our rental income on yields that have compressed

from 7.0% in 2018 to 4.5% in 2022, reflecting the continued

rerating of the asset class, whilst like-for-like ERV movement

of 6.0% demonstrates rental growth potential embedded

intheportfolio.

On the same timescale, the Company’s net asset value

hasincreased from IPO 100 pence to its current level of

173.8pence as at 31 March 2022. With dividends included,

thisequates to a total shareholder return since IPO of 97.8%.

Throughout this timeframe, the Board has been delighted with

the execution of the original strategy and its conversion into

attractive returns for our investors.

Capital has been deployed into a portfolio of assets in strong

locations, with a number of very high-quality covenants

and an increasing weighted average unexpired lease length,

something we identified as key and targeted from the outset.

Financial highlights

The continued rerating of our chosen asset class was reflected

in the 19.4% like-for-like portfolio valuation growth at the year

end, underpinning a gross asset value exceeding £1 billion for

the first time. TheEPRA NTA per share at 31 March 2022 was

173.8 pence, an increase of 28.6% from 135.1 pence per share

12months ago.

Capturing the potential rental growth embedded in the

portfolio is an important part of our value creation strategy.

Like-for-like rental growth was 3.0% in the year and new

leases (including agreements-for-lease) exceeded the

valuer’sestimated rental value by an average of 5.3%.

Creating further value

Acquiring assets that offer attractive day one income remains

central to our strategy. As the value of warehouse assets has

rerated, wehave consciously adopted an even greater level

of discipline and rigour around screening and selecting assets

weare prepared to acquire and, importantly, the price at

which we are prepared to acquire them.

In my previous statements I have made a number of

references to the fact that we have acquired ‘lazy acres’

aspart of our portfolio construction, which we have known

represented further upside for our shareholders. Perhaps the

most significant current example is Radway 16, Crewe, which is

an asset that Tilstone has assembled over aperiod of time and

which now spans in excess of 100 acres of land immediately

adjacent to the M6 near Junction 16, anarea where no similar

assets exist. We continue to progress planning at Radway 16,

which has the potential to generate a substantial uplift in the

site’s value.

Warehouse REIT plc Annual Report and Financial Statements 2022 11

Strategic report

We have other smaller sites within the portfolio. Together

with more innovative ways of deploying capital into the

sector – for example, our recent transaction forward funding

a development at Thame, Oxfordshire, these schemes are

likely to comprise an increased element of our future activity,

albeit within the investment policy parameters related to

development activity.

A robust approach to ESG is increasingly important to value

creation, since it helps us to ensure our assets remain fit for

purpose and enhances their attraction to potential occupiers.

My colleague Aimée Pitman chairs our Sustainability

Committee, which we established last year and which drives

our responsible business agenda across environmental, social

and governance matters. You can find more information in the

sustainability report on pages 42 to 59.

Move to the Main Market

We have taken the decision to move the listing for the

Company’s shares from AIM to the Main Market. This is a

move that has been under review for some time. While we

felt that we have prospered on AIM, we also believe that we

have reached the stage of our evolution where shareholders

would benefit from such a move. In moving to the Main

Market, wehave several objectives, but key to this includes

the continued enhancement of the liquidity of your shares,

together with a further increase in our access to capital

as we evolve and grow the Warehouse REIT brand. Inthis

context, the appointment of Jefferies as joint corporate

brokeralongside Peel Hunt is important.

Outlook

Whilst we remain vigilant to the impact of near-term

macro-economic pressures, in particular rising inflation, thisis

an exciting time for Warehouse REIT shareholders. Ourfocus

on the regional distribution, multi-let industrial and last-mile

segments of the market is key. They have the most diverse

occupier base and high replacement costs have inhibited new

development and rents are highly affordable. I am delighted

to say that as yields have compressed we have a number

of examples of situations where our asset management

capabilities have generated significant increases in rents.

Further details of this are available in this report.

The Board sees a future of continued value creation

fromthe assets within the portfolio and strong demand for

both existing well-located warehouse assets and locations

that will attract high-quality occupiers. We continue to be

strongly committed to increasing dividends payable to our

shareholders and look forward to the future with confidence.

Neil Kirton

Chairman

23 May 2022

12 Warehouse REIT plc Annual Report and Financial Statements 2022

Andrew Bird, Managing Director of Tilstone

Partners, our Investment Advisor, shares his

thoughts on the industrial and logistics market,

our strategy and some of the current

macro‑economic challenges.

Q: Given current pricing

for pre-existing assets, will

development become a more

significant part of yourstrategy?

Q&A with Andrew Bird

A: The investment portfolio will

always be the core of the business. As a

REIT, the Company’s acquisition strategy

will continue to focus on standing assets

that generate day one income, where

the valuations are accretive. However,

pricing is strong and we have strict

capital discipline, so a controlled level of

development can help drive our returns.

Wehave made good progress with

extracting value from the ‘lazy acres’

in the Group’s portfolio, in particular in

assembling a highly attractive site at

Radway 16, Crewe. The Company is also

open to forward funding developments,

as with the scheme in Thame, Oxfordshire.

Wealways look to de-risk our

developments, for example by securing

pre-lets, and the investment policy limits

developments in total to 15% of gross

assetvalue.

Q: Occupier demand and rental

growth are at unprecedented levels.

Are these conditions sustainable?

A: There remains a significant

imbalance between occupational demand

and available space, and a number of

reasons to believe this will continue for

some time to come, despite any

near-term weakness. The need for

warehouses to fulfil e-commerce

needs remains a powerful driver, whilst

businesses are also increasingly focused

on their supply chain resilience (in the

wake of Covid-19), high shipping costs

and the impact of current geopolitical

uncertainty. That means sourcing goods

closer to home and holding more stock,

which requires more space. As take up

from online retailers reaches more normal

levels, so an increasingly diverse range

of occupiers are taking space, including

for urban logistics, with the likes of dark

kitchen operators and Q-commerce,

which we are witnessing first hand in our

portfolio.

New supply is failing to keep pace with

demand. Rising construction and land

costs, as well as a scarcity of the latter, are

likely to affect new development activity.

These factors should feed through into

continued strong demand and further

rental growth.

Q: How will you manage inflation

risk in your development activities?

A: First, weavoid committing to a

lease with an occupier too far ahead of

knowing what the construction costs are

going to be. We also agree fixed-price

construction contracts and negotiate

these directly withchosen providers,

astender processes can lead to inflated

prices giventhe volume of work many

contractors already have. Thirdly we look

to commit to ordering materials such as

steel and cladding upfront, which helps

tomitigate pricerises for any material

notcovered by fixed-price contracts.

Q: With the potential for

1.8m sq ft of warehousing space,

Radway 16 is much larger than your

previous projects. How will you

manage the risk?

A: Radway 16 is a really exciting

scheme. We have assembled a 102-acre

site in a highly attractive location and

already generated a substantial uplift in

value through securing planning on phase1

with phase 2 to follow. We are examining

all the options for how best to deliver

what will be one of the most significant

industrial estates in the region, which may

include some form of partnership.

Warehouse REIT plc Annual Report and Financial Statements 2022 13

Strategic report

Q: How could inflation

affect the business?

A: Whilst construction cost inflation

has the potential to impact the profit/

yield on cost targets we model for

the refurbishment and development

programme, through a combination of

value engineering and risk management,

we are well placed to mitigate this.

To the extent that costs do increase,

we anticipate that uplifts in ERVs (as

compared to the original business plan)

forthe space we create, will more than

offset the cost inflation. In addition,

the majority of the Group’s leases are

open market or fixed reviews, so the

Group is less exposed in this regard

to rising inflation and the potential for

over rentedassets. Rent remains a small

fraction of occupiers’ cost base, which

gives further comfort that they are well

placed to absorb any impact on inflation

on their business models.

Q: What are you doing to

mitigate the impact of rising

interest rates, given the low

leveloffixed/hedged debt?

A: We review the Group’s debt and

its associated interest cost on a regular

basis and have recently engaged Lazard

to advise in this area. We are considering

a number of options, and subject to the

market, including the issue of a long-term

fixed debt instrument with a maturity

in excess of the Group’s WAULT, which

would have the benefit of a fixing interest

cost and extending debt maturity. Weare

also reviewing our current secured

bank debt, which still has two and a half

years until maturity, maybe moving to

an unsecured facility. This will provide

increased flexibility and, once in place,

appropriate hedging will be put in place.

Q: Which regions offer the best

prospects for growth?

A: We have been increasing

the Group’s exposure to the

Oxford-Cambridge Arc, where

c.16.5%ofthe portfolio is now located.

The economy in this region is strong,

with higher-than-average house prices,

education levels and consumer spending.

Supply is also very tight and obtaining

planning is difficult, which means rents are

moving ahead, underpinning our belief

that the region will outperform. That

said, we also see very good long-term

prospects in the North, where we have

98.8% occupancy, there is high demand

and very little available space. Like-for-like

rental growth inthe region was 6.9%

over the last year, and weexpect further

growth to come.

14 Warehouse REIT plc Annual Report and Financial Statements 2022

Key events in the year

Key:

Market capitalisation

Total accounting return EPRA NAV/NTA per share Dividends declared or paid

Delivering total returns

Since IPO, Warehouse REIT has delivered strong total returns,

based on both an attractive dividend and regular capital growth.

Ouraggregate total return over this period has been 97.8%,

or 18.7% on an annualised basis.

13.3%

109.8p

£171.0m

31 March 2019

6.0p

5.4%

109.5p

£220.1m

31 March 2020

6.2p

4.6%

2.5p

£166.0m

31 March 2018

102.1p

6.2p

135.1p

£535.3m

31 March 2021

27.7%

6.4p

173.8p

£738.9m

31 March 2022

33.2%

March 2018 March 2019 March 2020 March 2021 March 2022

AIM to Main move case study Dividend

Read more on page 24 Read more on page 39

6.4p

dividend

Warehouse REIT plc Annual Report and Financial Statements 2022 15

Strategic report

We operate in a compelling market, which presents significant

opportunities for long‑term value creation through portfolio growth,

including developing new space, and active asset management.

Investment case

Capital values for small and medium-sized warehouses remain below replacement

cost, making it uneconomic to develop new assets in many areas. Combined with

strong occupational demand, this means there is an increasingly limited supply of

urban warehouse space available to let in economically attractive locations.

The demand and supply imbalance is contributing to growing market rents.

Coupled with the benefits of our active asset management programme and the

strong reversionary potential in the portfolio, this supports underlying growth in

our rental income each year.

We have an experienced Board and a highly knowledgeable Investment Advisor,

Tilstone, which gives us a deep understanding of the sector and a wide network of

industry contacts through which we can source investments.

We continue to seek existing assets and development schemes to acquire at

accretive valuations and have a pipeline of further opportunities. In addition, our

active asset management programme aims to drive capital values, rental growth

and our sustainability performance, while also creating new warehouse space on

underutilised land within the portfolio.

Our diversification by occupier, lease length and geography reduces risk and

gives us a sustainable income stream, allowing us to reward shareholders through

attractive dividends. These dividends, along with capital growth, contribute to a

total return target of 10% per annum.

There are powerful long-term trends driving demand for urban warehouse space,

in particular the structural shift from high street retail to e-commerce. Covid-19

has accelerated this shift and combined with the current uncertain geopolitical

environment, is encouraging occupiers to take more space to reinforce their supply

chains as a number of occupiers materially increase their UK stock levels.

Growing

occupier

demand

Constrained

supply

Scope for further

value creation

Strong returns

and quarterly

dividends

Growing

income

Top

management

Average rents across our portfolio are just £5.56 per sq ft, which represents a

tiny fraction of our occupiers’ cost base, providing significant scope to drive rents

without impacting occupier affordability.

Occupier

affordability

16 Warehouse REIT plc Annual Report and Financial Statements 2022

Market overview

The urban warehouse market is underpinned by highly

favourable long-term trends, which contributed to record

levels of occupational and investment activity in the sector

during 2021.

Our market

While demand for warehouse space in the UK comes from a

diverse occupier base, the need to fulfil growing e-commerce

sales is a particularly important driver. Covid-related

lockdowns resulted in online sales reaching 37.8% of total

UKretail sales in January 2021. While this fell back to 26.0%

of total sales in March 2022, as physical shops reopened,

itcompares with 19.1% in February 2020, demonstrating

Covid-19’s role in accelerating online growth (source: ONS).

Non-retail businesses such as manufacturers are also

increasingly using warehouses for e-commerce, allowing

themto sell directly toend customers.

Covid-19, post-Brexit border friction and the uncertain

geopolitical environment are increasingly forcing businesses

to focus on theresilience of their supply chains. To help

insulate them from future shocks, some companies are

holding higher stock levels and looking to source or

manufacture products closer to home, further boosting

demand for warehouse space. Savills’ Logistics Census 2022

showed 25% of respondents will need more inventory space

due to supply chain changes and onshoring.

This level of demand and shortage of supply means that

rents are rising for all types of occupier, ranging from online

retailers and 3PLs through to manufacturing and automotive

businesses and physical retailers and grocers, and they are

signing longer leases to secure the space they need.



Strong occupier demand

78.0m sq ft

record occupier take-up

Occupier take-up of industrial and

logisticsspace in 2021 reached a new high

of 78.0million sq ft, beating the previous

record in 2020 by 29% (source: LSH). Retail

and wholesale businesses were again highly

active and comprised 39% of total take-up.

However, there was also strong activity

from third-party logistics providers and

distributors, whose take-up increased by

26% to 14.2 million sq ft. Regionally, the

North West saw the strongest growth in

take-up, at 86% above the five-year average,

with increases across all size segments.

Mostother regions were also substantially

ahead of the five-year average, with only

Scotland underperforming.

UK take-up (m sq ft)

100

2010

2013

2014

2019

2020

2016

2015

2021

Mid Box

(50k-99k

sq ft)

Large

(100k-250k

sq ft)

X Large

(>250k

sq ft)

2017

2018

5-year average

Source: LSH

2011

2012



Attractive investment market

£10.5bn

invested in distribution

warehouses

2021 saw record investment volumes

in the industrial and logistics sector,

reflecting conditions in the occupational

market. Totalinvestment volume reached

£15.2billion, nearly double the previous high

in2018. Industrial property accounted for

27% of all UK real estate investment, up from

18% in 2020 and above a long-run average of

13% (source: LSH). Of this, £10.5 billion was

invested in distribution warehouses.

Multi-let volumes were £4.7 billion, the

highest since 2018. Prime yields for industrial

assets compressed further, at 3.50% for

South East industrials (-50 bps year onyear),

3.75% for rest of UK industrial (-75bps

year on year) and 3.25% for distribution

warehouses (-50 bps year on year)

(source: LSH).

Industrial investment volume (£bn)

Single-let

distribution

Source: LSH, Property Data, PMA

Multi-let Portfolios

250

150

200

100

No. of

deals

(RHS)

2016 2017 2018 2019 2020 2021

Warehouse REIT plc Annual Report and Financial Statements 2022 17

Strategic report



Constrained supply

63%

of new space speculative

Record take-up has driven availability to new

lows. Attheend of 2021, available supply was

52.3 million sqft or just 1.0years of average

take-up (source: LSH). Thishas encouraged

speculative development, although

this is concentrated in big boxes (over

0.2million sqft), which offer economies

of scale. In2021, 63% of new space was

speculative, with 37% build to suit (source:

JLL). Thespeculative pipeline at the year

end was 18.6million sq ft (source: Savills)

but such space tends to let quickly, often

duringconstruction.

Build inflation and land costs may limit future

development, although primesites arestill

being brought forward.

UK availability by size-band (m sq ft)

140

100

120

2012

2013

2020

2018

2019

2015

2014

2021

2016

2017

Mid Box

(50k-99k

sq ft)

Large

(100k-250k

sq ft)

X Large

(>250k

sq ft)

Availability

rate (RHS)



Continuing rising rents

8.7%

UK industrial rental growth

The acute demand and supply imbalance

means that market rental growth has been

especially strong over the past year, with the

MSCI Quarterly Index showing rental growth

of 8.7% across all UK industrial in 2021.

However, rental growth has been distinctly

varied across the regions, with London the

best performer, showing an increase of

around 13% over 2021, compared to Scotland

showing 3%.

Additionally, rental value growth has been

much stronger at the prime end of the

market, especially amongst prime big box

logistics rents, which grew by 18.5% in 2021

(source: JLL). Lower average rents across

many of the UK regions should insulate

these markets from affordability constraints

potentially beginning to take effect at the

prime London segment of themarket.

Most forecasters assume thatmarket rents

will grow in 2022, although geopolitical

uncertainty drivers such as the war in

Ukraine and the energy price shock mean

that it is ultimately unclear how 2022 will

evolve. While rental growth has been uneven

across the UK, there remains plenty of scope

for continuing growth over the year ahead,

including within prime areas and other

markets where growth has been more muted

so far, reflecting ongoing strong competition

for space, with LSH forecasting average

rental growth across the UK in 2022 ranging

between 12% to 14%.

Industrial rental value growth

has been strong in 2021

London

East Midlands

North West

South East

Yorks & Humber

Scotland

2021 Past 5 years

West Midlands

South West

Eastern

North East

Wales

18 Warehouse REIT plc Annual Report and Financial Statements 2022

Our business model is designed to create both

economic and social value for our stakeholders.

Business model

Inputs How we create value

The following resources are central

toour value creation model:

Physical assets

We have a portfolio of modern urban

warehouses, in core locations across

the UK, as well as underutilised land

suitable for development.

Skilled and

experiencedpeople

We rely on the skills and experience

of Tilstone’s team of property,

finance and other professionals,

aswell as outsourced providers

forspecialistservices.

Specialist knowledge

Tilstone’s deep understanding of

the urban warehouse market helps

us to identify assets to acquire and

opportunities to create value through

active asset management.

Relationships

We draw on Tilstone’s strong

relationships with current and

potential occupiers, asset owners,

intermediaries and other key

stakeholders, in particular Savills.

Financial assets

We finance our business using

shareholders’ equity, an appropriate

level of bank debt and the proceeds

from any asset disposals.

Identify assets

to acquire

We draw on Tilstone’s extensive

networks, often assisted by

Savills, to help us source suitable

investment assets and development

schemes. This can enable us to

acquire off-market, potentially

onmore attractive terms, which

isan important advantage.

Key considerations include the quality and diversity

ofexistingincome, supply and demand for space in the

localmarket, and the asset’s sustainability performance.

ESG considerations

We favour buildings that will benefit from improved sustainability

features, have the potential for sustainable transport, demonstrate

long-term resilience and respond to capital expenditure.

Review and

approve

transactions

Tilstone conducts thorough due

diligence, including inspecting

each property, considering ESG

aspects and, typically, meeting

the occupiers. A report, including

cash flow and return forecasts,

is then submitted to Tilstone’s

investment committee.

Tilstone negotiates terms with the vendor and our Investment

Manager also reviews the proposal and considers it for

approval. Acquisitions valued at 20% or more of gross asset

value (“GAV”), or any outside the investment policy, must have

Boardapproval in addition to Investment Manager approval.

ESG considerations

Assessment of climate change risks is integrated into our due

diligence. Flooding risk is a key consideration, due to the increased

weather extremes the country is experiencing.

Monitor

and manage

investments

Day-to-day property

management is outsourced to

Savills and Aston Rose, freeing

Tilstone to focus on strategic

conversations with occupiers

andregular visits to assets.

Thisis key to our ‘space intelligence’, which involves

understanding the assets and our occupiers’ needs, helping to

drive lease renewals and new lettings, which contribute to rental

and NAV growth.

Tilstone also monitors the market, often with Savills’ support,

toidentify potential investment and occupier opportunities.

ESG considerations

Our sites are regularly assessed for health and safety, with any damage

or hazards addressed through maintenance. The Board receives a

summary health and safety report. Smart management of service

charges enables us to measure consumption of electricity and water,

waste removal and renewable supplies.

Create value through

asset management

Tilstone creates detailed business

plans and scrutinises each asset

before acquiring it, including

a range of asset management

outcomes.

We support lease renewal and rental growth through

targeted capital expenditure and explore other value creation

opportunities, for example by redeveloping surplus land or

improving an asset’s sustainability performance. Tilstone’s

contacts are important for letting vacant space, while close

occupier relationships ensure that most renew their leases,

underpinning our income and rental growth.

ESG considerations

We work with occupiers to identify mutual sustainability targets,

energy efficiencies and carbon emission reduction initiatives, such as

electric vehicle charging, LED lighting installation, removing redundant

gas boilers and using renewable energy. In the process, we look to

maintain and improve EPC ratings.

Recycle

capital

While our intention is to

be a long-term holder, we

recognise that the life cycle of

an asset passes through peaks

andtroughs.

Once we have completed our asset management plan for a

property, we will consider a disposal. We also look to dispose

of assets that are non-core to the portfolio and will sell assets

where future performance is forecast to be flat or not in line

with the Company’s target returns.

ESG considerations

Sustainability enhancements make assets more efficient and attractive

for occupiers. This in turn helps to grow rents and capital values and

increases the proceeds from any subsequent disposal.

Warehouse REIT plc Annual Report and Financial Statements 2022 19

Strategic report

Inputs How we create value

The following resources are central

toour value creation model:

Physical assets

We have a portfolio of modern urban

warehouses, in core locations across

the UK, as well as underutilised land

suitable for development.

Skilled and

experiencedpeople

We rely on the skills and experience

of Tilstone’s team of property,

finance and other professionals,

aswell as outsourced providers

forspecialistservices.

Specialist knowledge

Tilstone’s deep understanding of

the urban warehouse market helps

us to identify assets to acquire and

opportunities to create value through

active asset management.

Relationships

We draw on Tilstone’s strong

relationships with current and

potential occupiers, asset owners,

intermediaries and other key

stakeholders, in particular Savills.

Financial assets

We finance our business using

shareholders’ equity, an appropriate

level of bank debt and the proceeds

from any asset disposals.

Identify assets

to acquire

We draw on Tilstone’s extensive

networks, often assisted by

Savills, to help us source suitable

investment assets and development

schemes. This can enable us to

acquire off-market, potentially

onmore attractive terms, which

isan important advantage.

Key considerations include the quality and diversity

ofexistingincome, supply and demand for space in the

localmarket, and the asset’s sustainability performance.

ESG considerations

We favour buildings that will benefit from improved sustainability

features, have the potential for sustainable transport, demonstrate

long-term resilience and respond to capital expenditure.

Review and

approve

transactions

Tilstone conducts thorough due

diligence, including inspecting

each property, considering ESG

aspects and, typically, meeting

the occupiers. A report, including

cash flow and return forecasts,

is then submitted to Tilstone’s

investment committee.

Tilstone negotiates terms with the vendor and our Investment

Manager also reviews the proposal and considers it for

approval. Acquisitions valued at 20% or more of gross asset

value (“GAV”), or any outside the investment policy, must have

Boardapproval in addition to Investment Manager approval.

ESG considerations

Assessment of climate change risks is integrated into our due

diligence. Flooding risk is a key consideration, due to the increased

weather extremes the country is experiencing.

Monitor

and manage

investments

Day-to-day property

management is outsourced to

Savills and Aston Rose, freeing

Tilstone to focus on strategic

conversations with occupiers

andregular visits to assets.

Thisis key to our ‘space intelligence’, which involves

understanding the assets and our occupiers’ needs, helping to

drive lease renewals and new lettings, which contribute to rental

and NAV growth.

Tilstone also monitors the market, often with Savills’ support,

toidentify potential investment and occupier opportunities.

ESG considerations

Our sites are regularly assessed for health and safety, with any damage

or hazards addressed through maintenance. The Board receives a

summary health and safety report. Smart management of service

charges enables us to measure consumption of electricity and water,

waste removal and renewable supplies.

Create value through

asset management

Tilstone creates detailed business

plans and scrutinises each asset

before acquiring it, including

a range of asset management

outcomes.

We support lease renewal and rental growth through

targeted capital expenditure and explore other value creation

opportunities, for example by redeveloping surplus land or

improving an asset’s sustainability performance. Tilstone’s

contacts are important for letting vacant space, while close

occupier relationships ensure that most renew their leases,

underpinning our income and rental growth.

ESG considerations

We work with occupiers to identify mutual sustainability targets,

energy efficiencies and carbon emission reduction initiatives, such as

electric vehicle charging, LED lighting installation, removing redundant

gas boilers and using renewable energy. In the process, we look to

maintain and improve EPC ratings.

Recycle

capital

While our intention is to

be a long-term holder, we

recognise that the life cycle of

an asset passes through peaks

andtroughs.

Once we have completed our asset management plan for a

property, we will consider a disposal. We also look to dispose

of assets that are non-core to the portfolio and will sell assets

where future performance is forecast to be flat or not in line

with the Company’s target returns.

ESG considerations

Sustainability enhancements make assets more efficient and attractive

for occupiers. This in turn helps to grow rents and capital values and

increases the proceeds from any subsequent disposal.

20 Warehouse REIT plc Annual Report and Financial Statements 2022

Business model continued

Creating economic value

The majority of our occupiers pay rent

quarterly in advance, converting our

revenue quickly into cash. Many of

our costs are partially or wholly fixed,

so we turn a rising proportion of our

income into profit as we grow.

As a REIT, we do not pay corporation

tax on profits and gains from our

qualifying property rental business,

supporting our ability to pay

progressive dividends to shareholders.

We also generate capital growth

through our asset management

activities, higher rents and market

yield compression, contributing to our

NAV growth. We create value for our

lenders through robust interest cover

and attractive assets, whichprovide a

highlevel of security.

6.4p

Dividend

33.2%

Total accounting return

6.1x

Interest cover

Creating social value

Our warehouses enable our occupiers to run and grow their businesses effectively. This in turn creates jobs in

theircommunities, supporting the local economy, and generates tax receipts that contribute to public services.

We also look to add value for society through our approach to sustainability. For example, refurbishing and extending the life

of an existing building has a considerable carbon saving compared with constructing a new building. See our sustainability

section on pages 42 to 59 for more information.

Underpinned by strong governance

Warehouse REIT plc Annual Report and Financial Statements 2022 21

Strategic report

Stakeholders

Our approach to stakeholder engagement

The Investment Advisor is responsible for most of our

day-to-day engagement with stakeholders, with the Board

kept informed of stakeholder views through regular updates.

More information can be found in the table below.

The Management Engagement Committee (“MEC”) conducts

an annual review of service provider performance, which

includes consideration of their policies and procedures around

ethics and culture and their engagement with the Company’s

other service providers. More information on the MEC’s work

in the year can be found on page 91.

Our stakeholder engagement

Occupiers

Our occupiers are

at the heart of our

value creation model.

Tilstone’s approach

to ‘space intelligence’

ensures a robust

understanding of current

and potential occupiers

andtheirneeds.

Their material issues

• The size, quality and location

of ourwarehouses

• Rental levels

• Lease length and terms

• Flexibility and the ability

toscale-up in terms ofsize

• Support to meet occupier

sustainability targets,

including energy usage,

carbon, transport, climate

change adaption and

employee wellbeing

How we engage

Our engagement with occupiers is a

key part of our business model and is

described on pages 18 and 19.

We communicate regularly with

our existing occupiers via our

Investment Advisor and property

managementteams.

This year we conducted anESG

survey of more than 30 of our largest

occupiers, accounting for 44% of the

contracted rent roll.

The Board receives regular updates

from the Investment Advisor on

interactions with occupiers.

Outcomes

• ESG survey enabled us

tounderstand our largest

occupiers’ views and

identify opportunities to

work together to improve

sustainability performance

• Ongoing engagement

with occupiers allows us to

determine their strategies

and offer vacant units to

meet theirrequirements

at both estate and

portfoliolevel

• We have made good

progress with securing

occupiers for the

development projects

atKnowsley Business Park

Understanding our stakeholders’ views and interests

isessential if we are to meet our responsibilities to them

and create economic and social value. We are therefore

committed to open dialogue with our stakeholders.

The Investment Advisor

Tilstone implements

our strategy and is

responsible for the

day-to-day operation of

the business, making it

a critical stakeholder for

the Group.

Their material issues

• The Investment Management

Agreement

• Transparency of fee

calculations and prompt

payment

• Clear investment strategy

• Day-to-day asset

management

• Management of other

third-party suppliers

• Open two-way

communications

How we engage

The Board encourages open,

regular and transparent discussion

with the Investment Advisor, and

representatives of the Investment

Advisor have been appointed to

theBoard.

The Investment Advisor can also

draw on the experience of the Board

members to support it in monitoring

and developing the portfolio.

See the MEC report on page 91 for

more information.

Outcomes

• Alignment of coreobjectives

• Continued level of service,

delivering higherreturns

• Involvement in Sustainability

Committee

• Annual review by the

Management Engagement

Committee

22 Warehouse REIT plc Annual Report and Financial Statements 2022

Stakeholders continued

Our stakeholder engagement continued

Shareholders

A growing group of

supportive and informed

shareholders is vital to

our business, in particular

as we look to grow by

raising and deploying

shareholder equity to

expand the portfolio and

fund developments.

Their material issues

• Market drivers

• Strategy and businessmodel

• Operational and

financialperformance

• Balance sheet strength

• ESG strategy and

performance

• Dividends and totalreturns

How we engage

Open channels ofcommunication

and engagement with shareholders

are a high priority for both the Board

and the Investment Advisor.

The Board receives regular updates

on shareholders’ views directly from

Tilstone, which undertakes meetings

and roadshows with shareholders on

the Company’s behalf, as well as from

the Company’s corporate brokers.

All shareholders are encouraged

to attend and vote at the Annual

General Meeting, during which the

Board and the Investment Advisor

are available to answer questions.

See the shareholder relations section

on page 85 for more information.

Outcomes

• Increased the dividend to

6.4 pence per share

• Progressed plans to move

to the Main Market of the

London Stock Exchange

• Continued transparent ESG

reporting, including via

EPRA submission and the

TCFD framework, reflecting

strong shareholder interest

inESG matters

Lenders

Employing an appropriate

level of debt is a key part

of generating financial

returns. Wetherefore

need strong relationships

with lenders, who

are committed to

providing the lending

facilities we need on

appropriateterms.

Their material issues

• Quality of security

• Compliance with covenants

• Good working relationships

• Ability to provide the

accordion when required

• Hedging of interest rates

where appropriate

How we engage

The Board is kept informed by our

Investment Advisor, which provides

updates and engages with our

lenders through regular meetings to

support our relationships.

The Board and Investment Advisor

regularly review and stress test

our debt facilities and key ratios,

to ensure that sufficient debt is

available, both in terms of amount

and duration.

Outcomes

• Open communication

withlenders

• Regular portfolio updates

via compliance reporting

provide comfort

• Quarterly reviews regarding

hedging and other

associated funding matters

with the lenders and other

advisors

• Engaged with Lazard as

financial advisors to review

Group debt

Warehouse REIT plc Annual Report and Financial Statements 2022 23

Strategic report

Other third-party service providers

We operate an

outsourced business

model, in which key

services are provided to

us by third parties. Our

key service providers

include G10 as the

Investment Manager,

Savills and Aston Rose as

our Property Managers,

Link as our Administrator,

Registrar and Company

Secretary, BDO as our

external Auditor, AuditR

as our risk management

and internal audit

advisor, Peel Hunt and

Jefferies as our corporate

brokers, FTI Consulting

as our financial PR and IR

advisor and Crestbridge

Property Partnerships as

the Depositary.

Their material issues

• Clear terms of reference

• Clarity of fees

• Open two-way

communications

andinformation flow

How we engage

The Board maintains regular contact

with its key third-party service

providers via the Investment Advisor,

with the aim of building long-term

relationships. Their advice, as well as

their needs and views, are routinely

taken into account.

See the MEC report on page 91 for

more information on third-party

service providers.

Outcomes

• Appointment of Jefferies

as joint corporate broker,

alongside Peel Hunt

• Appointment of BDO

asexternal Auditor for

theGroup

• Commitment to

promptpayment

• All of our suppliers with

spend >£100k have a

Modern Slavery Statement

ora signed declaration

• Quarterly service calls

between Investment

Advisor and external

serviceproviders

• Monthly monitoring callswith

the InvestmentManager

Local communities

We are aware of our

wider responsibilities to

the local communities

affected by the

Company’s investments.

Their material issues

• Noise and traffic

• Health and safety

• Environmental performance

• Employment opportunities

How we engage

The Board ensures that any key

decisions take into account the

impact on local communities and the

environment. The Board is pro-active

in meeting health and safety

requirements, local environmental

standards on waste and other

regulatory obligations.

Outcomes

• Commitment to EPRA

sustainability reporting

• Consideration of local

government ESG targets

• New lettings/renewals

providing additional

employment opportunities

24 Warehouse REIT plc Annual Report and Financial Statements 2022

Section 172(1) statement

The Directors have had regard for the matters set out in section 172(1)(a)-(f) of the Companies Act 2006 when performing their

duty under section 172. They consider that they have acted in good faith in the way that would be most likely to promote the

success of the Company for the benefit of its members as a whole, while also considering the broad range of stakeholders who

interact with and are affected by our business, especially with regard to major decisions.

Set out opposite are the matters the Board is required to take into account under section 172(1).

Taking account of stakeholder views

Information on stakeholder engagement, including how the

Board is kept informed about stakeholder views, can be found

on pages 21 to 23. This engagement is an important input to

the Board’s decision making. The Directors keep the methods

for engaging with stakeholders under review, to ensure they

remain effective.

Key Board decisions

The Board’s key decisions during the year included:

• approving the four interim dividends in respect of the year,

totalling 6.4 pence per share;

• appointing Jefferies as joint broker; and

• approving the Group’s intention to move from AIM to the

MainMarket.

Our move from AIM to the Main Market

Background

The Company’s shares have traded on AIM since our

IPO in 2017. This was an appropriate initial trading venue

for the Company, since AIM is home to many smaller

companies with growth aspirations. The successful

execution of the strategy has resulted in the Company

becoming one of the top 40 on AIM by market

capitalisation. However, many institutional investors

are unable to invest in AIM shares or can only take

limited positions. Moving the Company’s listing to the

MainMarket of the London Stock Exchange will make the

shares available to a broader range of investors, as well

as providing eligibility for index and tracker inclusions.

Interested stakeholders

Shareholders: Existing and prospective shareholders

will benefit from our access to a larger pool of capital,

supporting our growth strategy, and increased liquidity

in the shares. The Company will continue to follow the

AIC Code of Corporate Governance, which incorporates

the parts of the UK Corporate Governance Code relevant

to investment companies. However, we also note that

standards of corporate governance are typically higher

for Main Market companies than for AIM, which will

encourage the ongoing evolution of our corporate

governance arrangements.

Occupiers: Increased access to capital will enable

us to add new assets to the portfolio, progress our

development projects to create new lettable space,

and support our continued investment in our existing

portfolio. This will benefit occupiers, who will have greater

choice of high-quality warehouses to lease from us.

Lenders: Our ability to continue to grow the business

and further enhancements to our corporate governance

framework will improve our risk rating for lenders.

Investment Advisor: The Investment Advisor’s

management team hold 27.2 million shares between them,

ensuring they will receive the same benefits as other

shareholders.

Third-party service providers: Our service providers will

benefit from our continued growth and the opportunity

to expand their work with us.

Impact of the decision in the long term

We believe the move to the Main Market will have

significant long-term benefits, primarily arising from

increased growth prospects, a broader shareholder

baseand greater liquidity in the Company’s shares.

Warehouse REIT plc Annual Report and Financial Statements 2022 25

Strategic report

Matter Response

a) The likely consequence

of anydecision in the long

term.

All Board decisions involve careful consideration of the longer-term

consequences and their implications for stakeholders.

Consideration of non-speculative development/forward funding arrangements

complementary to the existing investment portfolio.

b) The interests of the

company’s employees.

The Company is externally managed and therefore does not have

anyemployees.

c) The need to foster

the company’s business

relationships with suppliers,

customers and others.

As described on page 21, the Company’s relationships with its occupiers are

managed day-to-day by the Investment Advisor, with the Board kept regularly

updated. The Board oversees the Company’s relationships with all its principal

service providers through the Management Engagement Committee.

d) The impact of the

company’s operations

on the community and

environment.

The Board has supported the recommendations of the Sustainability Committee.

For more information on the Company’s environmental performance and

community engagement, see pages 57, 58 and 59 respectively.

e) The desirability of the

company maintaining

a reputation for high

standards of business

conduct.

The Board has a culture statement, setting out its commitment to ethics and high

standards of business conduct. All of the key service providers are expected to

abide by these standards.

Reputational risks are also considered as part of the Group’s risk management

framework, as described in the risk management and principal risks section on

pages 60 to 67.

f) The need to act fairly

between members of

thecompany.

The Board is aware of the need to treat all shareholders equally but, with the

exception of equity raises, there are no decisions it takes where shareholders

could be treated differently. When raising new equity, the Board ensures as

far aspossible that existing shareholders can participate in proportion to

theircurrent holdings, so they are not disadvantaged.

In addition, Board members and members of the Investment Advisor’s

senior management team own a total of 28.6 million shares in the Company

between them, further aligning their interests with the outcomes delivered for

shareholders asawhole.

26 Warehouse REIT plc Annual Report and Financial Statements 2022

We aim to create value through a top‑down approach

to investment, supported by an appropriate mix of

financing, followed by hands‑on asset management

withbest‑in‑classprocesses.

Objectives and strategy

Our objectives

We aim to provide shareholders

with an attractive total return,

underpinned by secure income.

Total accounting return

Our target is at least 10% per

annum, through a combination

ofdividends and growth in NAV.

Outcome in 2021/22

Achieved.

The total accounting return for

theyear was 33.2% (see page 2).

Plan for 2022/23

We continue to target a return

ofat least 10% per annum.

Dividends

Our target for this year was a total

dividend of at least 6.2 pence

pershare.

Outcome in 2021/22

Achieved.

We declared total dividends of

6.4 pence per share (see page 2).

Plan for 2022/23

Our target dividend for 2022/23 is

at least 6.4 pence per share.

Our strategy

To achieve our objectives, we follow the strategy set out below:

Investment strategy

We look for:

• sites close to major transport links and large conurbations, with high occupier

demand, a suitable workforce and appropriate ESG credentials;

• buildings or land with a range of uses, long‑term flexibility and existing or

potential ESG credentials, including the potential to change permitted use; and

• buildings that match occupiers’ current and future needs, including their

sustainability objectives.

Multi‑let estates spread risk and offer more asset management opportunities

than single‑let assets. Rental increases can also be reflected across the estate.

We generally target buildings of less than 100,000 sq ft and have an average

size of 10,000 sq ft.

Risks:

• poor performance of the

InvestmentAdvisor;

• poor returns on portfolio;

• significant rent arrears/irrecoverable

bad debt; and

• acquisition of inappropriate assets or

unrecognised liabilities, or a breach of

the investment strategy.

During the year we:

• acquired six investment assets totalling 176,500 sqft,

plus adjacent development land in Cambridge and

Crewe, for £43.4 million;

• exchanged on a 170,000 sq ft forward funded

development, for a total commitment of £35.0 million;

and

• acquired 16 acres of land at Radway 16 and exchanged

on a further 1acre to give a total holding of 102acres.

Post year end

activity:

• in April 2022, the Group

exchanged contracts

to acquire Bradwell

Abbey Industrial Estate,

Milton Keynes, for

£62.0million excluding

acquisitioncosts.

Progress measured by:

• like-for-like valuation increase;

• EPRA NAV; and

• dividend per share.

Asset management strategy

We budget to spend 0.75% of our gross asset value (“GAV”) on capital

expenditure each year, with a target return of at least 10%. We also target

a vacancy level of 5‑7%, since vacant properties allow us to carry out asset

management activities.

Improving the sustainability performance of our assets, for example by

improving their energy efficiency, is an important part of maintaining property

values and occupier appeal.

Risks:

• poor performance of the

InvestmentAdvisor; and

• impact of climate change.

During the year we:

• invested £6.5 million or 0.8% of GAV in capital

expenditure;

• completed 62 new lettings, at rents 3.0% ahead

ofERV;

• completed 54 lease renewals, with a 22.2% increase

inheadline rents; and

• made progress with our development project at

Radway 16, including submitting planning for 1million

sq ft of new space, agreed leases on the planned

development assets at Knowsley Business Park, and

worked tosecure pre-lets at Queenslie Park.

Post year end

activity:

• completed two new

lettings and two new

lease renewals, 37.0%

ahead of previous rent

and 1.4% ahead of

March2022 ERV.

Progress measured by:

• occupancy;

• like-for-like rental income growth; and

• rental increases agreed versus

valuer’sERV.

Financial strategy

We fund the business through shareholders’ equity, bank debt and any disposal

proceeds we generate. We look to raise equity at times when we can make

investments that are accretive to shareholders.

Our strategy for debt financing is to maintain a prudent level of debt, with an

LTV range of 30‑40% in the longer term. We look to hedge the interest on a

proportion of our debt, to provide certainty over our financing costs.

Risks:

• interest rate changes;

• loss of REIT status; and

• breach of borrowing policy

orloancovenants.

During the year we:

• progressed our plans to move the Company’s listing

to the premium segment of the Main Market of the

London Stock Exchange, thereby increasing the

number of potential investors in the Company’s

shares, in the UK and overseas;

• maintained the LTV ratio to allow for future accretive

acquisitions; and

• engaged Lazard to review the structure of the

Group’s debt.

Post year end

activity:

• intention to transfer listing

notice AIM 41, issued on

24 May 2022; and

• the Group extended the

RCF by £25.0million,

the tenure and applicable

interest rate are

unchanged from the

existing facility.

Progress measured by:

• LTV ratio;

• Interest cover ratio.

Warehouse REIT plc Annual Report and Financial Statements 2022 27

Strategic report

Investment strategy

We look for:

• sites close to major transport links and large conurbations, with high occupier

demand, a suitable workforce and appropriate ESG credentials;

• buildings or land with a range of uses, long‑term flexibility and existing or

potential ESG credentials, including the potential to change permitted use; and

• buildings that match occupiers’ current and future needs, including their

sustainability objectives.

Multi‑let estates spread risk and offer more asset management opportunities

than single‑let assets. Rental increases can also be reflected across the estate.

We generally target buildings of less than 100,000 sq ft and have an average

size of 10,000 sq ft.

Risks:

• poor performance of the

InvestmentAdvisor;

• poor returns on portfolio;

• significant rent arrears/irrecoverable

bad debt; and

• acquisition of inappropriate assets or

unrecognised liabilities, or a breach of

the investment strategy.

During the year we:

• acquired six investment assets totalling 176,500 sqft,

plus adjacent development land in Cambridge and

Crewe, for £43.4 million;

• exchanged on a 170,000 sq ft forward funded

development, for a total commitment of £35.0 million;

and

• acquired 16 acres of land at Radway 16 and exchanged

on a further 1acre to give a total holding of 102acres.

Post year end

activity:

• in April 2022, the Group

exchanged contracts

to acquire Bradwell

Abbey Industrial Estate,

Milton Keynes, for

£62.0million excluding

acquisitioncosts.

Progress measured by:

• like-for-like valuation increase;

• EPRA NAV; and

• dividend per share.

Asset management strategy

We budget to spend 0.75% of our gross asset value (“GAV”) on capital

expenditure each year, with a target return of at least 10%. We also target

a vacancy level of 5‑7%, since vacant properties allow us to carry out asset

management activities.

Improving the sustainability performance of our assets, for example by

improving their energy efficiency, is an important part of maintaining property

values and occupier appeal.

Risks:

• poor performance of the

InvestmentAdvisor; and

• impact of climate change.

During the year we:

• invested £6.5 million or 0.8% of GAV in capital

expenditure;

• completed 62 new lettings, at rents 3.0% ahead

ofERV;

• completed 54 lease renewals, with a 22.2% increase

inheadline rents; and

• made progress with our development project at

Radway 16, including submitting planning for 1million

sq ft of new space, agreed leases on the planned

development assets at Knowsley Business Park, and

worked tosecure pre-lets at Queenslie Park.

Post year end

activity:

• completed two new

lettings and two new

lease renewals, 37.0%

ahead of previous rent

and 1.4% ahead of

March2022 ERV.

Progress measured by:

• occupancy;

• like-for-like rental income growth; and

• rental increases agreed versus

valuer’sERV.

Financial strategy

We fund the business through shareholders’ equity, bank debt and any disposal

proceeds we generate. We look to raise equity at times when we can make

investments that are accretive to shareholders.

Our strategy for debt financing is to maintain a prudent level of debt, with an

LTV range of 30‑40% in the longer term. We look to hedge the interest on a

proportion of our debt, to provide certainty over our financing costs.

Risks:

• interest rate changes;

• loss of REIT status; and

• breach of borrowing policy

orloancovenants.

During the year we:

• progressed our plans to move the Company’s listing

to the premium segment of the Main Market of the

London Stock Exchange, thereby increasing the

number of potential investors in the Company’s

shares, in the UK and overseas;

• maintained the LTV ratio to allow for future accretive

acquisitions; and

• engaged Lazard to review the structure of the

Group’s debt.

Post year end

activity:

• intention to transfer listing

notice AIM 41, issued on

24 May 2022; and

• the Group extended the

RCF by £25.0million,

the tenure and applicable

interest rate are

unchanged from the

existing facility.

Progress measured by:

• LTV ratio;

• Interest cover ratio.

28 Warehouse REIT plc Annual Report and Financial Statements 2022

Strategy in action

Radway 16,

Crewe

What is it?

We acquired Radway 16 in September 2017, as part of a

£26.3million, four-asset portfolio. On acquisition, the asset

was a 25-acre, multi-let industrial estate. The site is in a highly

attractive location, with 84% of the UK population within four

hours’ drive time and Manchester, Birmingham andLeeds all

within 90 minutes.

What have we done since purchase?

Since acquisition, we have assembled a significant

development site and progressed planning for new

warehousespace, which will help to meet the substantial

occupier demand in this location and create significant

valuefor shareholders.

Specifically, we have:

• secured planning consent with an adjoining landowner

for803,000 sq ft of warehouse units, ranging from

22,000to340,000 sq ft;

• acquired the adjoining landowner’s 16 acres, taking full

ownership of the consented scheme;

• exchanged contracts to acquire a further 60 acres of land

zoned for employment, as well as a small additional plot

thatallows us to make more efficient use of the site; and

• submitted a planning application for 1,020,000 sq ft of

additional warehouse space on the 60 acres.

What is the future?

A successful planning application will trigger a potentially

material uplift in the land value. We are now seeking to

manage the risk of developing the site through securing

pre-lets or pre-sales, or through a development partnership.

Developing new space gives us the opportunity to ensure

high standards of sustainability performance, with targets

ofat least BREEAM Very Good and EPC A ratings for the

newbuildings.

Link to strategy:

Investment strategy Asset management

Warehouse REIT plc Annual Report and Financial Statements 2022 29

A1(M)

M62

M54

M42

M40

M25

M20

Strategic report

Potential area:

c.1,820,000 sq ft

Gross development value:

c.£300.0m

Planning application:

November 2021

Potential start date:

Q4 2022

Sustainability features

• Targeting BREEAM ‘Very Good’ and EPC rating

of ‘A’

• Electric vehicle charging points

• Renewable energy sources: PV on roof and air

source heat pumps

• Promotes sustainable transport: linked to local

rail and bus routes; dedicated cycle paths and

storage; and shared car travel plans

• Biodiversity focus: Planting of native trees to

assist local wildlife and improve amenity; bird

and bat boxes

• Design features to improve efficiency: enhanced

building fabric; intelligent external lighting;

water efficient sanitaryware; and ground

attenuation crates and interceptors

A1(M)

M62

M54

M42

M40

M25

M20

Radway 16, Crewe 0-90 mins HGV drive time

Port 90-180 mins HGV drive time

180-270 mins HGV drive time

Key statistics

30 Warehouse REIT plc Annual Report and Financial Statements 2022

Strategy in action

Parkway

Industrial Estate,

Plymouth

What is it?

This asset is a 66,000 sq ft single-let warehouse in Plymouth,

Devon, which we acquired in December 2017. The warehouse

is well-specified and sits on a 3.9-acre site in the established

Parkway Industrial Estate, which is home to a diverse range

ofoccupiers from the retail, trade and logistics sectors.

The warehouse benefits from its close proximity to the A38,

which is a major arterial route connecting Cornwall in the

South West and Mansfield in the East Midlands, and is just

onemile from Plymouth city centre.

What have we done since purchase?

The warehouse was constructed in 1985 and is in an area

starved of supply. We identified the potential for targeted

capital expenditure to upgrade the asset to a modern

specification, further enhancing its appeal to occupiers

anddriving rental levels and the capital value.

Having secured vacant possession on lease expiry, we are

undertaking a comprehensive £1.6 million refurbishment of

the property, to bring it up to grade A standard. This includes

replacing the roof, extensive redecoration inside and out and

replacing the lighting throughout with LEDs, to target an EPC

A rating on completion.

What is the future?

We have entered into an agreement for lease with a major

third-party logistics provider for a ten-year term (with

no breaks). The agreement reflects a 34.5% uplift to the

31March2021 ERV, with a headline rent of £0.5 million

perannum or £7.0 per sq ft.

Link to strategy:

Investment strategy Asset management

Warehouse REIT plc Annual Report and Financial Statements 2022 31

Area:

66,000 sq ft

WAULT:

10.0 years

Contracted rent:

£0.5m

Average rent:

£7.0 per sq ft

Sustainability features

• Full scale upgrade of original building in

progress

• New LED lighting throughout building

• New roof installation

• Rolec EV charging capability installed for

tenant use

• Secured additional large scale power supply,

future proofing the building

Strategic report

Key statistics

32 Warehouse REIT plc Annual Report and Financial Statements 2022

We use the following key performance indicators (“KPIs”)

to monitor our performance and strategic progress.

Key performance indicators

Occupancy

(%)

Like-for-like rental

income growth (%)

Rental increases

agreed versus

valuer’s ERV (%)

Like-for-like

valuation increase

(%)

92.0

93.4

95.6

93.7

2019 2020 2021

2022

2.1

2.0

2.9

3.0

2019 2020 2021

2022

10.0

5.1

4.3

6.0

2019 2020 2021

2022

4.3

2.5

18.8

19.4

2019 2020 2021

2022

Description

Total open market rental value

of the units leased divided

by total open market rental

value, excluding development

property and land, and

equivalent to one minus

theEPRA vacancy rate.

Description

The increase in contracted

rent of units owned

throughout the period,

expressed as a percentage

of the contracted rent at the

start of the period, excluding

development property,

land and units undergoing

refurbishment.

Description

The difference between

the rent achieved on new

lettings and renewals and

the ERV assessed by the

external valuer, expressed as

apercentage above the ERV

at the start of the period.

Description

The increase in the valuation

of properties owned

throughout the period

under review, expressed as

apercentage of the valuation

at the start of the period, and

net of capital expenditure.

Why is this important?

Shows our ability to retain

occupiers at renewal and to

let vacant space, which in turn

underpins our income and

dividend payments.

Why is this important?

Shows our ability to identify

and acquire attractive

properties and grow

averagerents over time.

Why is this important?

Shows our ability to achieve

superior rental growth

through asset management

and the attractiveness of our

assets to potential occupiers.

Why is this important?

Shows our ability to acquire

the right quality of assets

at attractive valuations,

add value through asset

management and drive

increased capital values

bycapturing rental growth.

How we performed

Occupancy fell slightly over

the period, largely due to

the timing of refurbishment

and letting activity. Adjusted

for properties under

refurbishment or under

offer,occupancy was 95.8%.

How we performed

We delivered further

good rental growth, as

wecontinued to capture the

reversionary potential inthe

portfolio through active

asset management, as well as

benefiting from strong market

rental growth.

How we performed

We maintained our track

record of achieving rental

levels ahead of ERV.

How we performed

The portfolio saw another

material increase in its

valuation, benefiting

from further market yield

compression and our asset

management programme.

Link to strategy

Link to strategy Link to strategy Link to strategy



Link to strategy key:

Investment strategy Asset management Financial strategy

Warehouse REIT plc Annual Report and Financial Statements 2022 33

Strategic report

Total cost ratio

(%)

EPRA NTA per share

(p)

Dividends per share

(p)

Loan to value ratio

(%)

29.4

27.1

29.5

27.1

2019 2020 2021

2022

109.7

109.5

135.1

173.8

2019 2020 2021

2022

6.0

6.2 6.2

6.4

2019 2020 2021

2022

39.7

40.2

24.6

25.1

2019 2020 2021

2022

Description

EPRA cost ratio including

direct vacancy costs but

excluding one-off costs.

TheEPRA cost ratio is the

sum of property expenses

andadministration expenses,

as a percentage of gross

rental income less ground

rents paid.

Description

This net asset value measure

assumes entities buy and sell

assets, thereby crystallising

certain levels of deferred

taxliability.

Description

The total amount of dividends

paid or declared in respect of

the financial year, divided by

the number of shares in issue

in the period.

Description

Gross debt less cash,

short-term deposits and liquid

investments, divided by the

aggregate value of properties

and investments.

Why is this important?

Shows our ability to

effectively control our cost

base, which in turn supports

dividend payments to

shareholders.

Why is this important?

Shows our ability to acquire

well and to increase capital

values through active asset

management.

Why is this important?

Shows our ability to construct

a portfolio that delivers a

secure and growing income,

which underpins progressive

dividend payments to

shareholders.

Why is this important?

Shows our ability to balance

the additional portfolio

diversification and returns

that come from using debt,

with the need to manage risk

through prudent financing.

How we performed

The total cost ratio declined

significantly in the year,

reflecting the strong revenue

increase and our focus on

costcontrol.

How we performed

The significant growth in

theportfolio valuation was the

primary driver of the increase

in the NTA during the year.

How we performed

We outperformed our

dividend target for the year

ofat least 6.2 pence per share.

How we performed

The LTV increased over the

year to 25.1% and we continue

to seek accretive acquisitions

that will further raise the LTV

towards our 35%target.

Link to strategy

N/A

Link to strategy

 

Link to strategy



Link to strategy

34 Warehouse REIT plc Annual Report and Financial Statements 2022

Investment Advisor’s report

This was another very good year for the Group, with the

strong financial performance reflecting the continued

successful execution of the strategy. As described on pages 16

and 17, market conditions remain favourable for asset owners,

given the strength of occupier demand versus available supply

in key locations. This is reflected in the ongoing success of

our asset management strategy, as we capture rising rents

andprogressa number of development opportunities.

Acquisitions

The Group continued to add assets to its investment portfolio

during the year, which increased the Group’s holdings in

existing locations. This gives us scope to add value, since we

already understand occupiers’ need for space and the rents

being paid, and can also create marriage value, for example

byextending existing buildings.

At Dales Manor Business Park, near Cambridge, the Group

completed three transactions and acquired 26 units

totalling more than 130,000 sq ft. The blended net initial

yield was 4.5%. This is a highly attractive location in the

Oxford-Cambridge arc, with occupancy and prime rents at

record highs. Theacquisition offers scope for value creation

through lettingvacant space and through rental growth.

The Group also bought an adjacent development site with

planning permission for 14 units totalling 73,000 sq ft.

We intend to undertake a phased development of this site,

against partial pre-lets. Theaggregate purchase price was

£29.3 million, including thedevelopment land.

The Group completed two transactions that increased its

holding at Midpoint 18, Middlewich, by a further 38,300 sqft.

The total cost was £4.0 million, reflecting a net initial yield of

5.2%. The Group’s holding now extends beyond 600,000 sq ft

in this strategically important North-West location.

The Group also extended its holding at Maxwell Road

Industrial Estate, Peterborough, by 3,000 sq ft.

The acquisition cost was £0.2million, reflecting a net

initial yield of 5.5%.

In March 2022, the Group exchanged contracts to acquire,

via a forward funding agreement, a 170,000 sq ft multi-let

industrial development in Thame, Oxfordshire. The developer

will deliver the scheme under a fixed-price turn-key contract

with a total commitment of £35.0 million. A 12-month rent

guarantee has been agreed with the vendor and would

show a running yield in excess of 4.6%, based on the total

commitment. The scheme has detailed planning permission

and is scheduled to practically complete in December 2022.

It will be delivered to the highest sustainability specifications,

achieving an EPC rating of A and a BREEAM Excellent

certification. Features will include a renewable energy source

on site and the buildings will be set up for electric vehicle

charging. The acquisition further increases the Group’s

exposure to the Oxford-Cambridge arc, with some 16.4% of

the portfolio now located in this key region. The Oxfordshire

industrial market is characterised by an acute demand-supply

imbalance and strong rental growth is forecast.

During the year, the Group made further progress with its

development plans at Radway 16, Crewe by completing the

acquisition of an adjoining owner’s 16-acre site for £7.5million

before costs and exchanging on a further acre of land with

a long-stop date of February 2023 for £1.8 million. More

information on the Group’s plans for Radway 16 can be found

in the asset management section below and the case study on

pages 28 and 29.

This was another very good year for the

Group, withthestrong financial performance

reflecting the continued successful

executionof the strategy.

Tilstone Partners Limited

Investment Advisor

Warehouse REIT plc Annual Report and Financial Statements 2022 35

Strategic report

Asset management

Working with occupiers

Multi-let estates make up around two-thirds of the portfolio,

enabling the Group to benefit from a large and diverse

occupier base, spread across different industries and business

sizes. This helps to mitigate financial and leasing risk and

avoids reliance on any one occupier. The Group’s top ten

occupiers account for 29.9% of the contracted rent roll.

Property costs are typically a small proportion of overall

costsfor businesses and e-commerce continues to increase

the income-generating capacity of industrial space.

Thismeans the space offered to the Group’s occupiers

remains affordable. However, we are conscious of the potential

impact of other costs on occupiers, such as rising energy

prices caused by factors such as inflationary environment,

rising interest rates, and geopolitical conflicts. We did

not experience any notable bad debts in the year and we

continue to carry out assessments on all occupiers, so we can

assess the spread of credit risk across the Group’s portfolio.

Thisenables us to strategically target specific occupiers or

units from an asset management perspective.

The strength of the Group’s occupiers continues to

be reflected in our rent collection performance. As at

19May2022, wehad collected 98.7% of the rent due

in respect of the year and we expect this will continue

to increase as we work with occupiers to collect the

outstandingamounts.

Disposals

The Group did not dispose of any assets in the year.

Disposals are an important part of our approach to portfolio

optimisation and we continually review the portfolio to

identify opportunities to increase efficiency and dispose

ofany assets that are considered ex-growth or non-core.

Capital expenditure

Carefully targeted capital expenditure is a key element of our

asset management strategy. The Group aims to invest around

0.75% of its gross asset value (“GAV”) in capital expenditure

each year. This excludes investment in development projects

and is therefore based on GAV excluding developments.

Totalcapital expenditure in the year was £6.5 million,

equivalent to 0.8% of GAV. At the year end, approximately

1.6% of the portfolio’s ERV was under refurbishment

(31March2021: 1.5%).

Expenditure in the year included a series of smaller

refurbishment projects, driven by lease renewals and expiries

and linked to occupier dilapidation receipts. We have also

undertaken more significant refurbishments, where we

believe these will add value and drive rents. Significant

projects in the year included £1.5 million of spend at Evolution

27, Nottingham; £1.3 million at Parkway Industrial Estate,

Plymouth (seethe case study on pages 30 and 31);

£0.5 million at Granby TradePark, Milton Keynes; and

£0.5 million at Queenslie Park, Glasgow. These projects are

designed to raise the quality of the assets and enhance their

energy efficiency rating and green credentials, in line with the

Company’s sustainability strategy. For example, at Granby

Industrial Estate, approximately half of the spend this year

was devoted to a full refurbishment and redecoration of Unit

1, including investing in a new roof with a 25-year warranty

and further improvements which combined should raise the

building’s EPC from D to B. Other initiatives include replacing

standard lighting with energy efficient LEDs.

36 Warehouse REIT plc Annual Report and Financial Statements 2022

The Group benefits from a large and diverse occupier

base,spread across different industries and business sizes.

Investment Advisor’s report continued

Asset management continued

Leasing activity

The high level of occupier demand and shortage of available

supply is enabling us to be even more selective in our leasing

strategy. In addition to using lease expiries to improve

assets through refurbishment, as described above, we have

taken the opportunity to further enhance the occupational

mix, focusing on high-quality occupiers with sustainable

requirements, while increasing rents. In doing so, we have

maintained the Group’s record of leasing outperformance,

with new lettings consistently achieving rents ahead of

ERVand leaserenewals driving strong growth over previous

contracted rents. Thisreflects both the occupiers’ confidence

in their businessesand the shortage of available space in

keylocations.

New leases

The Group secured 62 new leases on 0.4 million sq ft of space

during the year. These will generate annual rent of£2.8 million,

achieved at 3.0% above the ERV. If three agreements-for-lease

agreed during the year, but due to complete shortly are

included, this increases to 5.3%. The level ofincentives

remains steady.

Notable new lettings in the year included:

• 12,200 sq ft at Midpoint 18, Middlewich to an international

manufacturing business for a new 15-year term at a rent

in excess of £7.00 per sq ft, as well as simultaneously

acquiring the freehold of its adjoining premises with the

occupier taking a lease back on similar terms;

• 22,700 sq ft of vacant space at Groundwell Industrial Estate,

Swindon to an existing occupier specialising in print and

digital marketing for ten years for £117,400 at 8.9% above

ERV, combined with a five-year lease extension over two

units at an average of 26.8% ahead of previous rent;

• 18,750 sq ft of vacant space at Gawsworth Court,

Warrington to an automotive trader for a ten-year lease with

abreak inyearfive for £131,000 at 11.4% above ERV; and

• 4,000 sq ft of vacant space at Newport Road, Cardiff to

aleading international food operator, on a new 15-year lease

with no break. The rent of £105,000 per annum represents

a23.5% premium to 31 March 2021 ERV.

Lease renewals

The Group continues to retain the majority of its occupiers,

with 69.1% remaining in occupation at lease expiry and 76.5%

with a break arising in the year not exercised.

In total, there were 54 lease renewals on 0.5 million sq ft

ofspace during the year. The renewals resulted in an average

uplift of 22.2% above the previous passing rent and 8.5%

above the ERV.

Notable lease renewals in the year included:

• a ten-year renewal, with no breaks, at Walton Road

Industrial Estate, Stone. The agreement reflects an 18.6%

uplift to previous rent paid, with a headline rent of £260,100

per annum or £6.32 per sq ft;

• a seven-year renewal, with a break at year three,

at Queenslie Park, Glasgow to a large international

telecommunications company for 13,100 sq ft of space,

atan uplift of 30.6%;

• a ten-year lease renewal, with a break at year five, at Units

1 & 2 Rossendale Industrial Estate in Burnley. The new lease

generates total rent of £114,000 per annum and is 39.0%

ahead of the previous rent; and

• a five-year renewal with a break after year three at Linkway

Industrial Estate, Middleton. The agreed rent is £240,000

and is 50.6%ahead of the previous rent and 24.3% ahead

ofERV.

Warehouse REIT plc Annual Report and Financial Statements 2022 37

Strategic report

Development activity

We look to extract value from unused or underutilised

land, either on or adjacent to the Group’s estates. This will

enable us to create new assets for the portfolio at a yield

ahead of acquiring similar pre-existing investment, while

also accelerating the ongoing improvement in the portfolio’s

sustainability characteristics, for example by building to high

energy efficiency standards. The Company’s investment policy

limits investment in development activity to 15% of GAV at the

time of purchase and we will not build new space without first

achieving a pre-let on at least some of the proposed space or

de-risking the project in a similar alternative manner.

We made good progress with our plans at Radway 16, Crewe.

As noted above, the Group completed the acquisition of

16 adjoining acres during the year, giving us full control of

41 acres which have planning consent for 803,000 sq ft

of warehouse space. We are taking steps to secure vacant

possession of the site and to undertake enabling works, such

as demolition, realignment of the estate roads and installing

enhanced utility services.

Having exchanged contracts on a further 60 greenfield

acresadjoining Radway 16, in November 2021 we submitted

ahybrid planning application for what will become phase two.

Thiscomprises a detailed application in respect of highways

and landscaping and outline particulars for 1,020,000 sq ft

of additional warehouse space. Securing this consent has the

potential for a material uplift in value for the total site, with

an anticipated completed investment value in the region of

£300.0 million.

In addition, the Group has exchanged contracts to acquire a

further small adjoining plot, which willenable us to make more

efficient use of the overall site. In parallel with the planning

process, we have been exploring options for funding and

building out part of the scheme.

At Queenslie Park, Glasgow, our proposal to develop

underutilised plots is at the more detailed planning stage,

with the Group working on the site’s ecological conditions,

landscaping and transportation conditions. On the

construction side, the retained professional team are working

up the scheme’s detailed design. In parallel, we have advanced

the pre-lettings strategy to de-risk the development. Overall,

the project is on track to break ground in the coming year,

producing up to 235,000 sq ft of modern, sustainable

industrial space.

At Knowsley Business Park, Knowsley, the Group owns

two parcels of land with outline consent for roadside

useand a 30,000 sq ft warehouse. The Group has signed

agreements for lease for a petrol filling station operator on

the roadside site and for the warehouse, which enabled us

to submit detailed planning and reserved matters respective

applications in the second half of the year. The proposed

leases are for 25 and 12 years, thereby increasing the

estate’s overall WAULT and improving the quality of income.

Thedevelopment also enhances the estate’s ESG credentials

through the provision of new and efficient warehouse space,

and delivers marriage value.

38 Warehouse REIT plc Annual Report and Financial Statements 2022

Investment Advisor’s report continued

Portfolio analysis

The acquisitions and asset management activity during the year contributed to the portfolio valuation of £1,012.0 million at the

yearend (31 March 2021: £792.8 million), across a total of 8.5 million sq ft of space (31 March 2021: 8.5 million sq ft).

The table below analyses the portfolio as at 31 March 2022:

Occupancy Average Capital

Value by ERV NIY NRY WAULT to WAULT to rent value

(£m) % (%) (%) expiry break (£ per sq ft) (£ per sq ft)

Regional distribution 176.9 100.0% 3.7% 4.0% 8.1 7.8 5.12 128.17

Last-mile 135.4 83.5% 3.6% 5.4% 6.6 4.9 5.11 111.96

Multi-let 100k sq ft + 399.0 95.7% 4.7% 5.4% 4.7 3.6 5.47 100.72

Multi-let less than 100k sq ft 201.7 92.7% 5.4% 6.1% 5.4 3.8 6.34 101.01

Total 913.0 93.7% 4.5% 5.3% 5.6 4.5 5.56 106.81

Development land 99.0

Total 1,012 .0

At the year end, the contracted rent roll for the investment portfolio, which excludes development property and land,

was £44.0 million, compared with the ERV of £51.5 million. In addition, the Group had contracted rent of £0.4 million from

development property. Total contracted rents increased by 3.0% on a like-for-like basis. The NIY of the investment portfolio

was4.5% at 31 March 2022, with a reversionary yieldof 5.3%.

The WAULT for the investment portfolio stood at 5.6 years at the year end (31 March 2021: 5.8 years), with acquisitions and

asset management initiatives partially offsetting the natural reduction in WAULT over time.

Occupancy across the investment portfolio was 93.7% at the year end (31 March 2021: 95.6%). Effective occupancy, which

excludes units under offer to let or undergoing refurbishment, was 95.8% at the year end (31 March 2021: 98.2%), with 0.5%

oftheinvestment portfolio under offer to let and a further 1.6% undergoing refurbishment at that date.

Warehouse REIT plc Annual Report and Financial Statements 2022 39

Strategic report

Dividends

The Company has declared the following interim dividends in respect of the year ended 31 March 2022:

Quarter to Declared Paid Amount (pence)

30 June 2021 3 August 2021 1 October 2021 1.55

30 September 2021 9 November 2021 30 December 2021 1.55

31 December 2021 4 February 2021 1 April 2022 1.55

31 March 2022 24 May 2022 30 June 2022 1.75

Total 6.40

The total dividend for the year of 6.4 pence per share was ahead of the target of at least 6.2 pence and was fully covered by

EPRA EPS. All four interim dividends were declared in full as property income distributions.

The cash cost of the total dividend paid during the year was £26.3 million (year ended 31 March 2021: £15.6 million).

Financial review

Performance

Rental income grew by 28.6% to £44.0 million (year ended

31 March 2021: £34.2 million), as a result of a full year of

acquisitions made during the prior year, the initial contribution

from assets acquired this year and underlying rental growth.

EPRA like-for-like rental income rose by 3.9%.

Total property income, which includes insurance recharges,

dilapidation income, service charge income and any surrender

premiums, was £51.4million (year ended 31 March 2021:

£38.8million).

The Group’s operating costs include its running costs (primarily

the management, audit, company secretarial, other professional

and Directors’ fees), and property-related costs (including

legal expenses, void costs and repairs). Total operating costs

for the year were £16.0 million (year ended 31March 2021:

£14.0million). The Investment Advisor fee (which is based on

EPRA NTA) was £6.5million, (year ended 31 March 2021:

£4.4 million), primarily as a result of the strong net

assetgrowth.

The net increase in the expected credit loss allowance

wasmodest at £0.3 million (year ended 31 March 2021:

£0.4million), reflecting the diversity and quality of the

Group’s occupiers and our close relationships with them.

While some smaller occupiers did cease trading during

theyear, we typically have rent deposits in these cases,

givingtheGroupsome protection from bad debts.

The total cost ratio, which is the adjusted cost ratio including

direct vacancy cost, was 27.1% (year ended 31 March 2021:

29.5%). This reflected the revenue growth in the year, our

focus on cost control, including actively managing voids

and associated costs, and the fixed or semi-fixed nature

ofanumber of the Group’s expenses.

The ongoing charges ratio, representing the costs of running

the REIT as a percentage of NAV, was also lower at 1.2%

(yearended 31 March 2021: 1.4%).

There were no asset disposals in the year and hence

noprofitor loss on disposal (year ended 31 March 2021:

£0.5million loss).

At the year end, the Group recognised a gain of £163.7 million

on the revaluation of its investment properties (year ended

31March 2021: gain of £105.0 million).

Financing costs include the interest and fees on the

Group’s revolving credit facility (“RCF”) and term loan

(seedebt financing and hedging). Net financing costs

totalled £7.8million in the year (year ended 31 March 2021:

£6.2million). The increase reflects increased borrowings

as a result of the acquisitions completed and a small

rise in the weighted average cost of debt of 50 basis

points. Theall-in cost of debt as at 31 March 2022 is

2.6%(yearended31March2021: 2.1%).

Statutory profit before tax for the year was £191.2 million

(yearended 31 March 2021: £123.1 million).

As a REIT, the Group’s profits and capital gains from its

property investment business are exempt from corporation

tax. The corporation tax charge for the year was therefore

£nil(year ended 31 March 2021: £nil).

Earnings per share (“EPS”) under IFRS was 45.0 pence (year

ended 31 March 2021: 35.2 pence). EPRA EPS was 6.4 pence

(year ended 31 March 2021: 5.3 pence).

40 Warehouse REIT plc Annual Report and Financial Statements 2022

Investment Advisor’s report continued

Financial review continued

Valuation and net asset value

The portfolio was independently valued by CBRE as

at31March 2022, in accordance with the internationally

accepted RICS Valuation – Global Standards 2020

(incorporating the International Valuation Standards)

(the“Red Book”), and the RICS Valuation – Global

Standards2017 – UK national supplement.

The portfolio valuation was £1,012.0 million (31 March 2021:

£792.8 million). This represented a 19.4% like-for-like valuation

increase, taking into account the total capital expenditure in

the year of £7.6 million. The like-for-like valuation increase

was primarily driven by yield compression, as well as income

growth. The EPRA NIY was 4.0% (31 March 2021: 4.7%).

The valuation resulted in an EPRA NTA of 173.8 pence per

share at the period end (31 March 2021: 135.1 pence per

share). This primarily reflects the revaluation gain noted

above, equivalent to 38.5 pence per share. The chart below

reconciles the movement in the EPRA NTA over the 12 months:

100.0

120.0

130.0

140.0

150.0

160.0

170.0

180.0

110.0

Movement in EPRA NTA (pence per share)

Operating

profits

Dividends

paid

As at

31 March 2021

pence per share

Revaluation

movement

As at

31 March 2022

135.1

6.4

(6.2)

38.5

173.8

Debt financing and hedging

The Group has a debt facility with a club of four banks:

HSBC,Bank of Ireland, Royal Bank of Canada and Barclays.

The facility runs for five years from January 2020 and

transitioned from LIBOR to SONIA from July 2021.

At the start of the financial year, the facility comprised

anRCF of £63.0 million, a term loan of £182.0 million,

andaremaining accordion of £55.0 million, giving a total

facility of £245.0million. This facility was drawn £222.0 million

at 31 March 2021.

During the year we extended the RCF facility by a further

£75million to a give a total facility of £320.0 million,

with£49.0 million undrawn.

As at 31 March 2022, £89.0 million was drawn against

theRCF and £182.0 million against the term loan. This gave

total debt of £271.0 million (31 March 2021: £222.0 million),

with the Group also holding cash balances of £16.7 million

(31March2021: £27.2million). The LTV ratio at 31 March 2022

was therefore 25.1% (31 March 2021: 24.6%), with the increase

reflecting the drawdown in the year, offset by the year-end

valuation increase.

The Group has two interest rate caps of £30.0 million each.

They run until November 2022 and November 2023 and have

respective rates of 1.50% and 1.75%, excluding lending margin.

At the year end, the Group had therefore hedged the interest

costs on 22.1% of its debt. There were no changes to the

Group’s interest rate hedging arrangements during the year.

As the portfolio grows, we continue to explore opportunities

to diversify the Group’s sources of debt funding, extend the

average maturity of its debt and further reduce the average

cost of debt.

Post year end activity

In April 2022, the Group exchanged contracts to acquire

Bradwell Abbey Industrial Estate, Milton Keynes, for

£62.0million excluding acquisition costs.

The Group has also completed on the disposal of Pentagon

Retail Park, Ballymena for £1.8 million, 3.7% ahead of book

value asat 31 March 2022.

Warehouse REIT plc Annual Report and Financial Statements 2022 41

Strategic report

Compliance with the investment policy

The Group’s investment policy is summarised below. The Group continued to comply in full with this policy throughout the year.

Investment policy Status Performance

The Group will only invest in warehouse assets in the UK.



All of the Group’s assets are

UK-based urban warehouses or

sites for development into urban

warehouses.

No individual warehouse will represent more than 20% of the Group’s last

published gross asset value (“GAV”), at the time itinvests.



The largest individual warehouse

represents 7.3%ofGAV.

The Group will target a portfolio with no one occupier accounting for more than

15% of its gross contracted rents at the time of purchase. No more than 20% of its

gross assets will be exposed to the creditworthiness of a single occupier at the

time ofpurchase.



The largest occupier accounts for

6.8% of gross contracted rents

and 7.3% of gross assets.

The Group will diversify the portfolio across the UK, with a focuson areas with

strong underlying investment fundamentals.



The portfolio is well-balanced

across the UK, as shown in the

chart on page6.

The Group can invest no more than 10% of gross assets in other listed closed-

ended investment funds.



The Group held no investments

inother funds during the year.

The Group will not speculatively develop properties, except for refurbishing or

extending existing assets. Speculative developments are those which have not

beenatleast partially leased, pre-leased or de-risked in a similar way.



Other than refurbishing vacant

units, the Group did not undertake

any speculative development in

the period.

The Group may invest directly, or through forward funding agreements or

commitments, in developments (including pre-developed land), where:

• the structure provides us with investment risk rather than developmentrisk;

• the development is at least partially pre-let, sold or de-risked in a similar way; and

• we intend to hold the completed development as an investment asset.

The Group’s exposure to these developments cannot exceed 15% of gross assets

at the time of purchase.



The Group’s exposure to

developments at the year endwas

9.8% of GAV.

The Group views an LTV of between 30% and 40% as optimal over the longer

term but can temporarily increase gearing up to a maximum of LTV of 50% at the

time of an arrangement, tofinance value-enhancingopportunities.



The LTV at 31 March 2022

was25.1%.

The Company’s full investment objective and policy are set out on page 152.

Investment Manager

The Company is an alternative investment fund for the purposes of the Alternative Investment Fund Managers Directive (“AIFMD”)

and, as such, is required to have an Investment Manager who is duly authorised to undertake that role. G10 Capital Limited (“G10”)

is the Company’s AIFM and Investment Manager and is authorised and regulated by the Financial Conduct Authority.

Investment Advisor

The Company has appointed Tilstone Partners Limited as Investment Advisor to the Company and the Investment Manager.

Tilstone Partners Limited

23 May 2022

42 Warehouse REIT plc Annual Report and Financial Statements 2022

This was the first year of operation for the Sustainability

Committee and we have continued to drive forward the

Group’s ESG agenda. The Committee’s responsibilities,

whichare described in detail on page 92, include ensuring the

Group’s approach to ESG is fit for purpose in key areas such

asour policies, reporting and risk management.

As we implement the sustainability strategy set out on

pages 43 and 44, our primary focus is moving beyond basic

compliance and de-risking the business, to embedding

sustainability in our product and service provision. This

then enables us to realise commercial benefits, by making

our properties more attractive for occupiers. Examples of

activities this year include rewriting the Group’s standards

for refurbishments and capital projects, more frequent use

of green clauses in leases and driving improvements to EPC

ratings, as I discussbelow.

The Committee is also determined to ensure the Group is well

positioned as the sustainability agenda continues to evolve.

Emerging challenges include balancing the benefits of higher

carbon standards with the increased costs, the growing

complexities of carbon reporting and understanding the

impact of climate change on our business. In the latter case,

we are in the process of appointing climate risk analysts to

assess, measure and report our exposure to climate change

risks. Regulations and best-practice guidance are also

becoming increasingly stringent. For example, the proposed

introduction of the UK taxonomy will determine which

activities can be described as ‘green’ and we will see new

risk and reporting rules from the International Sustainability

Standards Board.

It is also vital that we respond to the requirements of our

stakeholders. During the year, the Committee was closely

involved in the Group’s survey of more than 30 of its biggest

occupiers. This showed the large majority were willing to

engage with us on ESG matters and there was also demand

for investment in sustainable features such as PV panels and

electric vehicle charging. More information about the themes

emerging from the survey is on page 47.

We also frequently engage with investors who are keen to

understand our sustainability strategy and performance in

more depth. We recognise that a robust approach to ESG

and transparent reporting on it are increasingly important

for securing access to the financing we will need to execute

our growth strategy. EPCs are one area we are often

asked about and we have responded by commissioning

a database to ensure we have accurate data across all

relevant units in the portfolio. In turn, this has supported us

in developing our strategy and internal targets for continuing

to increase EPC ratings and ensuring we comply with the

associatedregulations.

Looking ahead, we have started a project with external

advisors to understand our carbon footprint across all scope

and our pathway to net zero. I look forward to updating you

on our progress with our strategy in our next report.

Aimée Pitman

Chair of the Sustainability Committee

23 May 2022

Sustainability report

This was the first year of operation for

the Sustainability Committee and we

havecontinued to drive forward the

Group’sESG agenda.

Aimée Pitman

Chair of the Sustainability Committee

Warehouse REIT plc Annual Report and Financial Statements 2022 43

Strategic report

This was the first year of operation for

the Sustainability Committee and we

havecontinued to drive forward the

Group’sESG agenda.

Aimée Pitman

Chair of the Sustainability Committee

Sustainability strategy

In 2020 we undertook a strategic review to determine our

sustainability strategy and roadmap. The review included

a materiality assessment to identify the most significant

sustainability-related risks and opportunities for the Group.

The assessment included external tests to understand

stakeholder views, peer practices, the legislative environment

and investor expectations, along with an internal review

against our business model and strategy, supported by

internal engagement with the Investment Advisor.

During 2021 we set out our action plan and measurable

targets to steer us towards achieving our long-term

objectives. We now monitor our performance across various

environmental, social and governance (“ESG”) targets and

with an ever-increasing dialogue with our key stakeholders,

wemake sure the information we disclose meets their needs.

Thestrategy, presented on next page, sets out the progress

we have made in the reporting period to 31 March 2022.

Thisisunderpinned by our ESG policy (available to download

on our website) which sets out our commitment to operating

as a responsible business and reporting transparently on

ourprogress.

We have also continued to expand the scope of our

sustainability disclosures and further integrate sustainability

topics into our business considerations.

Despite no obligations to report against The Task Force on

Climate-related Financial Disclosures (“TCFD”), in 2020 we

provided a disclosure against them. This year we engaged

with external support from JLL to conduct a gap analysis,

allowing us to report on the 11 specific disclosures. Wewill

continue to develop our understanding of climate-related

risksand opportunities, with the intention to undertake

climate scenario assessments. This will inform our

management of climate-related impacts as our governance,

risk management, strategy and metrics evolve to incorporate

this issue.

Although our business is focused on warehouses in the UK,

we are committed to creating a wider impact through our

sustainability ambitions and have also chosen to align with the

UN Sustainable Development Goals (“UN SDGs”) most closely

linked to our four material issues. We recognise the need to

continue to review our materiality and prioritisation of the

SDGs, which we will do as part of the work towards meeting

our long-term objectives.

44 Warehouse REIT plc Annual Report and Financial Statements 2022

Sustainability report continued

Creating a

resilientportfolio:

Reducing

ourfootprint:

Supporting

ouroccupiers:

Responsible business

foundations:

Taking steps to reduce

theportfolio’s exposure

and increase its resilience

to risks associated with

legislation, climate change

and occupierdemand.

Reducing energy demand and

other utilities associated with

landlord-controlled areas and

occupier consumption during

lease renewals.

Reducing materials use

and promoting circular

economy principles during

construction/refurbishment.

Engaging with occupiers

to identify opportunities to

support their sustainability

objectives (net zero carbon,

wellbeing).

Gathering occupier data to

support ESG reporting and

reduce indirect environmental

impacts by influencing

occupier behaviour.

Formalising sustainability

governance and publishing

policies setting out

expectations for Warehouse

REIT, the Investment Advisor

and other stakeholders.

Identifying climate-related

risks to influence business

strategy and asset selection/

management.

Reporting on performance.

Long-term goals

• Evaluating net zero carbon

pathway

• Targeting green building

certifications

• Reducing EPC risk

• Reducing climate-related

risks in the portfolio

Long-term goals

• Increasing energy

andresource efficiency

(landlord and occupier)

• Reducing waste and

resource consumption

Long-term goals

• Engagement to understand

occupier net zero carbon

goals and support

wellbeing

• Support occupier

wellbeing and provide a

safe environment for all

buildingusers

Long-term goals

• Robust governance and

oversight of ESG risks

• Transparent disclosure and

participation in investor

benchmarks and indices

Our progress

• Net zero carbon project is

underway; currently data

review and gap analysis

so a baseline carbon

assessment is understood

• Significant portfolio-wide

EPC improvements

• 87% A-D

Our progress

• 96% of our landlord

electricity supplies are

REGO backed

• Sites identified to install

EV charging on and a third

party instructed to manage

the installation

• TPL Environmental

Refurbishment Standards

approved

Our progress

• Strong and informative

occupier ESG feedback

viaquestionnaires

• Standard lease clauses

drafted to include:

EPC preservation,

energy management,

environmental

collaborationobligations,

and landlordentry

Our progress

• New sustainability

governance in place,

including establishing a

Sustainability Committee

• Health and safety

objectives have been

achieved; thistopic remains

high on the Board’s agenda

• Risk register includes

ESG risks and is regularly

reviewed

• EPRA Gold award for

sBPR and award for Most

Improved sBPR

Future ambitions

• Net zero carbon pathway

formalised

• All development plans

are drawn up to target

EPC B rating or above

and BREEAM/industry

equivalent minimum ‘Very

Good’ standards

• Targeting E and above for

EPC rating by March 2023

• Targeting all properties

to have an EPC by March

2023, focusing on expiring

EPCs and driving further

improvements

• Complete climate change

impact risk assessment

Future ambitions

• All landlord paid utilities

tobe renewables tariffs

• Implement TPL

Environmental

Refurbishment Standards

across the portfolio

Future ambitions

• Continue to complete

occupier survey and

collate results to guide

ourapproach

• Implementation of green

clauses that must be/should

be/could be embedded in

all new leases

Future ambitions

• Hold at least three

Sustainability Committee

meetings in theyear

• 100% of properties have

H&S assessments

• Critical and major issues

are dealt with in three/six

months

• EPRA reporting 2022,

targeting minimum gold

• Gap analysis on GRESB

/decision on whether

participating in GRESB

in2022

Sustainability strategy continued

Warehouse REIT plc Annual Report and Financial Statements 2022 45

Strategic report

Our sustainability strategy is aligned with the UN SDGs, supporting our aim to embed sustainability into the way we grow and

manage our portfolio, creating environmental, social and economic value for our stakeholders. We have identified five goals that

we will actively and positively contribute towards through our sustainability strategy and business activities:

Aligning to the United Nations Sustainable

Development Goals (“UN SDGs”)

We contribute to Goal 3 by supporting our occupiers’ wellbeing and providing a safe environment

for all building users and will continue to actively engage with our occupiers, providing guidance and

advice on health, safety, security and wellbeing.

We support Goal 7 through our aim to increase energy and resource efficiency through

environmental audits at asset level to highlight where we have the highest energy and carbon

impacts, allowing us to identify opportunities to improve our performance through operational and

capital expenditure. We will also provide guidance for our asset and property management teams to

improve efficiencies.

We positively contribute to Goal 11 through assessing our development and construction standards

against BREEAM criteria and exploring opportunities for renewable and electric vehicle charging

infrastructure. In addition, our refurbishment standards have a focus on improving ecology and

wellbeing of tenants. By actively engaging with our occupiers, we will target and support sustainable

travel and connectivity, energy savings and carbon reduction.

We are supporting Goal 12 by increasing our energy efficiency and resource consumption. We will

align our construction material procurement and waste disposal practices consistent with our target

BREEAM achievement level and integrate materials selection and embodied carbon analysis as part

of our scoping exercise for net zero carbon.

We contribute to Goal 13 through our long-term objectives to reduce our carbon footprint and

resource consumption. We are also evaluating net zero carbon frameworks to identify the most

appropriate pathway to achieve net zero status across our operations, design and construction.

46 Warehouse REIT plc Annual Report and Financial Statements 2022

Sustainability report continued

A key drive for the year has been our EPC improvements

programme. We are conscious of the regulatory changes to

EPCs and the more stringent requirements, so have focused

our attention this year on improving the F and G-rated

units and working towards an EPC rating certificate for

everyproperty.

This coming year we will be focusing on expiring EPCs and

improving E-rated units.

60% of our assets, by square footage, have an EPC rating

of A to C, which is an increase from 52% in 2021. The

improvements during the year reflect the benefit from our

investment activity, where we have acquired higher-rated

assets and disposed of poorer-quality buildings, plus LED

lighting replacement and removing/upgrading heating in the

buildings. Our F and G-rated units have significantly reduced

from 61 to 12; seven of these properties are in Scotland and

fall outside of the regulations. We have also reduced those

properties with no EPC rating from 63 to 11 properties during

the year.

Properties excluded from the analysis below are those

deemed out of scope for improvements, such as properties

fordevelopment.

EPC summary and results

Area by EPC rating 12 April 2022

(thousand sq ft)

A B C D E F G No Rating

Area by EPC rating 12 April 2021

(thousand sq ft)

98.5

123.8

632.8

66.3

2,242.8

4,379.4

11.7

850.3

0.8%

7.5%

52.1%

26.7%

10.1%

0.1%

1.5%

1.2%

A B C D E F G No Rating

380.8

169.7

446.7

25.5

2,188.6

3,858.1

175.5

993.0

0.3%

5.4%

46.8%

26.6%

12.1%

2.1%

4.6%

Warehouse REIT plc Annual Report and Financial Statements 2022 47

Strategic report

Sustainability in action

4,700 sq ft 38,647 sq ft

Ikon Trading Estate

Hartlebury

Valley Point

Rugby

• Landlord carried out speculative works to vacant units

toimprove their condition and EPC rating, in the main:

• addition of LED lighting to the warehouse; and

• fitting of new uPVC double glazed doors andwindows.

• Previous EPC ratings of D and E, but since completion of

the works, all units worked on have achieved B ratings

• Following the works, all four units have been let, with

the lettings setting a new rental tone for units of this size

onthe estate

• Following the expiry of the previous occupier’s lease,

weundertook various improvement works to the unit

tostrengthen its marketability and energy efficiency

• The works included:

• addition of LED lighting to the warehouse and offices;

• removal of redundant heater in the warehouse; and

• replacement of office boiler.

• As a result of these works, we have been able to improve

the EPC rating of the property from B48 to A25

26,610 sq ft 217,416 sq ft

Unit 1 Midpoint 18

Middlewich

Evolution 27

Nottingham

• Pentagon Play, award-winning designer of outdoor

school living environments, have installed Tesla electric

charge points and operate a Tesla company car scheme

for their employees. Longer-term plans to look at PV

solar cells on the office roof

• As part of a wider £1.6 million capital expenditure

refurbishment for a new letting to DFS, sustainability

measures included:

• new external LED lighting across the service yard;

• installation of Rolec electric vehicle charging point; and

• new secure cycle storage shelters

Occupier ESG survey highlights

• Strong engagement from occupiers

• Several PV installations and many interested

• Multiple EV charging points installed and keen interest

• ESG smart occupiers targeting:

• Fully renewable energy sources

• Improved waste regime

• Lighting improvements

• Sustainable transport provision

• Mixed responses on sharing energy consumption

48 Warehouse REIT plc Annual Report and Financial Statements 2022

During the year, we introduced new guidance for our design teams to follow for comprehensive refurbishments.

While every project must be assessed on its own merits, the aim is to ensure a consistent, effective and value-for-money

approach to improving the environmental performance of our assets, including their EPC ratings, through our ongoing

capital expenditure.

Sustainability report continued

Electric vehicle

(“EV”)charging

All refurbishments above 10,000

sq ft will include the installation

of a dual EV charging post, with

additional posts depending on

refurbishment size.

Ecology and trees

To protect and enhance local ecology, we will

look to install bird, bat and hedgehog boxes,

as well as log piles to create micro-environments

for the food chain. We will also consider planting

native tree species on unusable areas of the site,

to support wildlife and improve air quality.

Sustainable drainage

Treating contaminated

water uses considerable

amounts of energy and

rainwater run-off can also

lead to surface flooding.

Toincrease natural drainage

into the ground, we will

consider the use of block

paving and permeable

tarmac inparking areas.

Environmental refurbishment design standards

Warehouse REIT plc Annual Report and Financial Statements 2022 49

Strategic report

Internal fit-out

Including LED

lightingthroughout, office

heatingvia air source heat

pumps and point-of-use water

heaters. Other considerations

include aerated taps and

dual flushtoilets, to reduce

water use, and carbon neutral

carpeting.

Sustainable travel

We will promote sustainable

travel, for example by

installing indoor cycle racks

in unusable areas, such as

under staircases.

Renewable energy

While environmental initiatives such as those

described above are typically more cost effective

than installing photovoltaic (“PV”) panels,

wewill consider installation when refurbishing

assets of more than 30,000 sq ft, provided the

work includes a roof replacement, the structure

can support the additional load and there is

south-facing roof slope. On average, 10% coverage

of the roof with PV panels is enough to power

lighting, heating and hot water for a warehouse.

50 Warehouse REIT plc Annual Report and Financial Statements 2022

Sustainability report continued

Despite no obligations to report against the Task Force on Climate-related Financial Disclosures (“TCFD”), in 2020 we provided

a disclosure against the four recommendations. This year we engaged with external support from JLL to conduct a gap

analysis, allowing us to report on the 11 specific disclosures. We will continue to develop our understanding of climate-related

risks and opportunities, with the intention to undertake climate scenario assessments. This will inform our management of

climate-related impacts as our governance, risk management, strategy and metrics evolve to incorporate this issue.

TCFD reporting update

Recommendation Commentary

Governance

01.

The Board’s oversight of

climate-related risks and

opportunities

The Board is ultimately responsible for the Group’s risk management, including

climate-related risks. Environmental, social and governance (“ESG”) isincreasingly an

important issue and is on every board agenda. The Board has oversight of the agreed

ESG roadmap and sets the risk appetite for the Group.

The Audit Committee is involved in identifying, assessing and managing risks,

including climate-related risks. The Audit Committee, which meets at least twice a

year, is responsible for reviewing the risks across the risk register. Itdetermines which

risks are considered principal risks, along with assessing and scoring risks.

The Sustainability Committee, which meets three times a year, is comprised of

members from the Board and the Investment Advisor. It oversees the formulation

and implementation of the Group’s ESG strategy, external ESG reporting, reviewing

ESG-related risks and making recommendations to the Audit Committee regarding

inclusion in the Group’s risk management practices. The Chair of the Sustainability

Committee reports to the Board on a quarterly basis, and the Sustainability

Committee makes recommendations to the Board as appropriate. Aimée Pitman

chairs our Sustainability Committee, which has oversight of performance towards

long-term goals. The Investment Advisor oversees the implementation of the

roadmap and drives the action towards achieving our long-term goals.

Risks, including climate-related risks, come in through the risk register and are

thenreviewed by the Board and Audit Committee. The impact of climate change

onour portfolio has been included as a principal risk in our Annual Report.

This year we plan to formulate climate-related goals and targets following our climate

impact analysis and net zero project, in part, to better understand our risks. In doing

so, we will increase the Board’s ownership of climate-related risks andopportunities.

Warehouse REIT plc Annual Report and Financial Statements 2022 51

Strategic report

Recommendation Commentary

Governance

02.

Management’s role in

assessing and managing

climate-related risks

andopportunities

The Investment Advisor is responsible for carrying out the mission of the Board and

implements the risk management strategy through forming the strategy, developing

the action plan, and ensuring its completion. The Investment Advisor coordinates

stakeholder interests, looks at underlying assets and drivers in terms of engagement

with occupiers, sets regulation and manages risks. For climate-related risks and

opportunities, the Investment Advisor sits on the Sustainability Committee along

with three members of the Board.

The Property Managers manage the day-to-day operational activities. Thisgives

them clear insight into gathering data, including climate-related and environmental

data, that then informs the Board and the Investment Advisor’s ability to monitor

performance against strategic long-term objectives.

Through the Investment Advisor’s asset managers and the Property Managers,

there is a clear line of dialogue with occupiers, which provides the Board with clear

communication regarding significant risks, including climate-related risks.

A detailed overview of our governance structure can be found below.

Overview of roles and responsibilities

Target setting and

decision-making preparations,

progress report

Reports on

progress

Decisions and objectives

Strategic guidance and support during implementation

Warehouse REIT Board

Sustainability Committee

TPL Sustainability Team

Report on progress at segments and departments

52 Warehouse REIT plc Annual Report and Financial Statements 2022

Recommendation Commentary

Strategy

03.

Climate-related risks and

opportunities identified

over the short, medium

and long term

Climate change is seen as a principal risk. We are planning to identify our

climate-related risks across our short, medium andlong-term scenarios.

Climate change factors into several of the five key risk areas (business, compliance,

financial, operational, and reputational). We see the impact of climate change as a

principal business risk, while another business risk lies in not meeting sustainability

targets or demonstrating ESG intent. We recognise operational risks such as

regulatory risks regarding the costs for compliance, as well as costs arising from

breach of environmental regulation.

We have identified climate-related risks and opportunities in our ESG strategy

which includes roadmap actions as well as long-term objectives. The opportunities

we have identified in our ESG strategy cover a broad range of actions related to

improving the usage of our buildings. We aim to increase energy and resource

efficiency across our portfolio, increase our understanding of occupier needs

related to ESG, and improve our climate-related data collection and reporting.

We have identified the following direct risks:

• adverse weather events impacting properties;

• increasing costs of supplies or disruption to supplies for maintenance

anddevelopment;

• increasing cost of utilities;

• additional regulatory burden and an increasing risk of non-compliance, because

of the complexity and volume of regulation arising;

• properties not meeting occupier requirements relating to energy efficiency or

logistics; and

• impact on property values/rents, if assets are not developed or maintained to

appropriate modern standards.

We have identified the following indirect risks:

• impact on investor interest and our reputation compared to our peers; and

• inability to access funding through green bonds, or similar.

Sustainability report continued

TCFD reporting update continued

Warehouse REIT plc Annual Report and Financial Statements 2022 53

Strategic report

Recommendation Commentary

Strategy

04.

Impact of climate-related

risks and opportunities

on the organisation’s

businesses, strategy

andfinancial planning

Climate change could have a considerable impact on the Group’s strategic

objectives. As such, we consider it to be a principal risk for the Group and it affects

reporting and investment strategy. We have created a sustainability strategy

with four pillars: creating a resilient portfolio, reducing our footprint, supporting

our occupiers, and responsible business foundations. To enable us to achieve

these objectives, we have included a sustainability budget into our financial

modellingprocesses.

Sustainability feeds in throughout the entire business and the property life cycle,

in terms of actions such as looking at what assets to purchase, avoiding assets in

the flood plain, and thinking about how assets might perform in terms of energy

consumption. We aim to extend the life expectancies of our buildings and reduce

carbon emissions associated with construction and demolition through our strategy

of recycling and upgrading assets. This is done by improving energy efficiency,

upgrading existing buildings, and developing surplus land. We target buildings

thatcould respond well to capital expenditure in sustainability measures.

In terms of our climate strategy for asset management, we work with occupiers

to reach sustainable targets. In this regard, we use occupier ESG questionnaires

to understand tenant needs and aspirations, seek to identify carbon emission

reduction initiatives, and work to improve our monitoring strategy with our EPC

consultant. We have drafted standards that set out the items that asset managers

need to consider during the refurbishment process. Additionally, while EPC ratings

have been integrated into our business already, the process of improving ratings

andmaking sure all buildings have been rated is accelerating.

05.

Resilience of the

organisation’s strategy,

taking into consideration

different climate-related

scenarios, including a 2°C

or lower scenario

While resilience is integrated in our business strategy and within our

organisation,we aim to improve our resilience by heightening our understanding of

climate-related risks. To do so, we are in the process of partnering with a third-party

consultant to perform a climate-related risk assessment that will enable us to

analyse and understand the effects of our key material climate-related risks against

our portfolio and assets. This will allow us to understand and implement mitigation

measures to reduce our exposure to climate-related risks. We plan to complete this

assessment inthe nextyear.

54 Warehouse REIT plc Annual Report and Financial Statements 2022

Sustainability report continued

TCFD reporting update continued

Recommendation Commentary

Risk management

06.

Describe

theorganisation’s

processesfor

identifyingand assessing

climate-relatedrisks

Our risk framework includes four actions to identify, assess and manage risks –

capture, evaluate, manage and mitigate, and monitor. Risks on the risk register

are scored on probability and impact and are assessed based on the severity of

financial, environmental and brand impacts. The risk register is used to identify

our priority climate-related risks and opportunities, which are then brought to the

Board’s attention.

The Investment Advisor assists in the understanding of the risk framework,

implementation of its measurement activities, and compliance with those activities.

During this process we work with a third party to identify and assess risks as well.

The Investment Advisor considers emerging and existing regulation requirements

via our dedicated resource, when assessing climate-related risks.

The Sustainability Committee oversees ESG-related risks and makes

recommendations to the Audit Committee regarding inclusion in the Group’s risk

management practices. We aim to describe a wider range of climate-related risks

and develop more specific mitigation strategies.

07.

Describe

theorganisation’s

processes for managing

climate-related risks

To manage climate-related risks, we have updated our risk register and risk

management process for ESG considerations. We have included climate change

as a principal risk on our risk register. Compliance risks associated with climate

change are also listed on our risk register. These are monitored as part of our wider

risk management process. This year we implemented EPRA reporting to better

understand our exposure to climate-related risks.

At an asset level, we manage climate-related risks through measuring EPC ratings

and targeted upgrades. During our pre-acquisition due diligence process, we look

at environmental risks, including flood risk assessments and energy ratings, to

reduce our exposure to climate-related risks. Additionally, we plan to survey our

top 30 occupiers to better align our assets with sustainability targets and to target

reporting on energy performance.

08.

Describe how

processesfor identifying,

assessing and managing

climate-related risks

are integrated into the

organisation’s overall

riskmanagement

All principal risks, including climate change, are considered a priority. Principal risks

are captured in the corporate risk register, which is regularly reviewed by the Board

and Audit Committee as well as by the Investment Advisor. The material impacts

that climate change could have on the business are listed in the risk register, and

climate change as a risk has been given a probability and impact score. This is

assessed as it pertains to the consequences for the underlying value of the assets

and for returns to shareholders.

To ensure that risks are integrated into the overall risk management strategy,

theInvestment Advisor elevates the risks to Board level. The Board’s assessment

determines the list of principal risks, which are the most material risks. Through this

process, climate change was determined to be a principal risk for the business.

In the review process, the Audit Committee oversees reviewing corporate risks

andrisks that the Board considers to be principal.

Warehouse REIT plc Annual Report and Financial Statements 2022 55

Strategic report

Recommendation Commentary

Metrics and targets

09.

Disclose the metrics used

by the organisation to

assess climate-related

risks and opportunities

in line with its strategy

and risk management

process

We report in line with EPRA Sustainability Best Practices Recommendations

for sustainability reporting and issue our EPRA tables within our Annual Report

(seepages 58 and 59).

We use a range of metrics to track our susceptibility to our identified material

climate risks and opportunities. These include:

• Scope 1 and 2 carbon emissions

• Energy consumption in kWh in absolute and like-for-like terms

• Energy intensities for Scope 1 and 2 emissions

• Water consumption

To supplement our quantitative measures, we also assess key qualitative measures,

including EPC ratings, to build a holistic view of our portfolio’s performance.

10.

Disclose Scope 1, Scope

2 and, if appropriate,

Scope 3 greenhouse gas

(“GHG”) emissions, and

the related risks

We disclose Scope 1 and 2 greenhouse gas emissions in our Annual Report.

Thesehave been calculated and reported in alignment with the GHG Protocol

Corporate Accounting and Reporting Standard.

11.

Describe thetargets used

by the organisation to

manage climate-related

risks and opportunities

and performance

againsttargets

We have developed a long-term roadmap which will drive us towards our

sustainability objectives. Specific targets used will updated as applicable.

A net zero project is underway; the results will mean further measurable metrics

forthe Company.

56 Warehouse REIT plc Annual Report and Financial Statements 2022

EPRA sBPR

We have chosen to report our material environmental, social

and governance data in accordance with the 3rd edition of

the EPRA Sustainability Best Practices Recommendations

(“sBPR”). Our reporting response has been split into

threesections:

1. Overarching recommendations

2. Environmental performance measures

3. Social and governance performance measures

1. Overarching recommendations

Organisational boundaries

Our EPRA reporting covers the properties owned by

theGroup, which at 31 March 2022 included a portfolio of

91estates located across the United Kingdom. Theactivities

of our Investment Advisor, who is responsible for all

management and administrative functions, falls outside the

scope of this report as itisa separate legal entity outside

oftheGroup.

Coverage

Unless otherwise stated, all absolute performance measures

relating to electricity, fuels and associated greenhouse

gas (“GHG”) emissions relate to assets where we procure

utilities for common areas, shared services, tenant areas

and those properties that are vacant. These account for

42out of the 91 estates within our portfolio at the end of

March2022. Coverage of these assets is 100%. The remaining

assets are single or multiple occupancy assets with no

landlord-obtainedutilities.

Like-for-like performance measures include properties

within this scope for which we have collected two years’

worth of consistent data – andexcludes properties sold,

acquired or under development during 2020/21 and 2021/22.

Ourlike-for-like portfolio therefore represents 20 out of the

assets covered in our organisational boundaries, and data

coverage is 100% of theseproperties.

We aim to complete annual health andsafety assessments

for 100% of the assets, excluding those where the tenant

isresponsible.

Boundaries – reporting on landlord

andtenantconsumption

The energy and associated GHG emissions data reported

includes electricity and fuels consumption which we purchase

as landlords and refers to common areas, shared services and

tenant areas where this consumption is not sub-metered but

recharged via a service charge. Utilities procured directly by

tenants is excluded as it fallsoutside our operational control.

Estimation of landlord-obtained utility

consumption

All data is based on invoices and/or meter readings where

available. Estimations have been applied where invoices were

not available at the time of publication. In these instances,

wehave estimated consumption data based on the most

recent invoice for thecorresponding period. On this basis,

thefollowing proportion of data is estimated for 2021/22:

• Electricity: 5%

• Gas: 7%

• Water: 33%

Analysis – normalisation

Energy and emissions intensity indicators are calculated

using floor area (m

) for whole buildings. We are aware

of a mismatch between the numerator and denominator,

as in some properties our utilities consumption relates to

common areas only, and in others is covers both shared

services, outside space and tenant areas where there are

nosub-meters.

Analysis – segmental analysis

(byproperty type, geography)

Segmental analysis is organised by the property classification

used in our financial reporting, which defines our investment

portfolio as urban warehouse assets. Additional segmental

analysis by geography is not applicable as all assets are in

theUnited Kingdom.

Reporting period

Absolute performance measures and intensity metrics

are reported for the most recent reporting year (ending

31March2022). Like-for-like performance measures are

reported for the two most recent reporting years that we

can collect consumption data (ending 31 March 2021 and

31March2022).

Sustainability report continued

EPRA reporting

Warehouse REIT plc Annual Report and Financial Statements 2022 57

Strategic report

Disclosure on own offices

The data excludes our registered office as it is not occupied

by the Company. Utilities associated with our Investment

Advisor’s own office consumption and employee-related

performance measures are excluded as they fall outside

thescope of our organisationalboundaries.

Data verification and assurance

All data generated is reviewed for consistency and coherence

before being released into the Company reporting database.

External verification or assurance by a third party is not

currently undertaken.

Materiality

Following the materiality assessment conducted as part

ofourstrategy review (explained on page 43), the following

EPRA performance measures are not considered material.

Wehave therefore excluded them from our reporting:

DH&C-Abs & DH&C-LfL: No district heating or cooling

(“DH&C”) is procured across our portfolio.

Diversity-Emp; Diversity-Pay; Emp-Training; Emp-Dev;

Emp-Turnover & H&S-Emp: Warehouse REIT plc has no

direct employees. All administrative functions associated

with the management of our portfolio are conducted by

our Investment Advisor, which is a separate legal entity and

therefore outside the organisational boundaries of this report.

Waste-Abs & Waste-LfL: Operational waste is generated

solely by our tenants and is therefore outside of our

control. Waste generated through our development

activities is excluded from the scope of the EPRA sBPR.

Wehave identified a long-term target to reduce waste

fromdevelopments as part of our sustainability strategy.

Narrative on performance

Environmental performance

Absolute landlord-obtained electricity consumption

during the year ending 31 March 2022 was 2,637 MWh.

Landlord-obtained fuel consumption (natural gas) over the

same period was 1,527 MWh. This equated to an energy

intensity (electricity and gas) of 17.27 kWh m

across the

properties included in our organisational boundaries.

On a like-for-like basis, landlord-obtained electricity

consumption increased by 8%, and fuels consumption

decreased by 4% compared with 2020/21. The effect

of electricity increasing resulted in a corresponding 3%

increasein the energy intensity of our like-for-like portfolio.

Like-for-like Scope 1 and 2 emissions fell by 5% and 2%

respectively, influenced by the decarbonisation of the

grid. Total Scope 1 and 2 emissions from building energy

consumption were 839 tonnes of CO

e, which translated

intoaGHG emissions intensity of 3.48 kg/CO

e/m

/year.

In the reporting period, REGO-backed renewable electricity

accounted for 96% of the reported consumption. The figure

is less than 100% as we have accounted for instances where

REGO contracts were procured partway through the period.

Like-for-like water consumption decreased over the same

period, by 18%. Absolute water consumption for the year

ending 31 March 2022 was 110,272 m

, representing a water

intensity of 1.33 m

Office assets are a main contributor to the consumption

measured, therefore the reductions can largely be attributed

to Covid-19 and the extended lockdowns which led to

reduced occupancy rates as more tenants implemented

work-from-home policies.

We also invest in resource efficiency measures as part of our

standard approach to asset management. We aim to spend

0.75% of our GAV on capital expenditure each year, and

this includes consideration of energy efficiency initiatives

balanced against the potential return in terms of asset value

and rentalgrowth.

Expenditure encompasses improvements to building

infrastructure, electrical installations such as replacing

existinglighting with LEDs, and updating heating systems

withefficient boilers in warehouse and office space.

For an analysis of Energy Performance Certificates please

see page 46. No properties in our portfolio had a green

building certification (such as BREEAM, LEED or similar)

intheprevious financial year.

58 Warehouse REIT plc Annual Report and Financial Statements 2022

Sustainability report continued

2. Environmental performance measures

EPRA

code

Performance

measure Unit Scope

Absolute

2020/21

Absolute

2021/22

Like-for-like (“LfL”)

LfL

change

(%)2020/21 2021/22

Elec-Abs,

Elec-LfL

Total electricity

consumption

kWh Total

landlord-obtained

electricity

2,510,076 2,636,775 2,062,702 2,217,673 8%

Fuels-Abs,

Fuels-LfL

Fuel

consumption

kWh Total landlord-

obtained fuels

1,635,583 1,526,705 1,347,470 1,288,447 -4%

Energy-Int Building energy

intensity

kWh/sq

m/year

Building energy

intensity

15.54 17. 27 23.97 24.64 3%

GHG-Dir-

Abs

Total direct

GHG emissions

t CO

e Direct – Scope 1 301 280 248 236 -5%

GHG-Indir-

Abs

Total indirect

GHG emissions

t CO

e Indirect – Scope 2

(location-based)

585 560 481 471 -2%

GHG-Int GHG emissions

intensity from

building energy

consumption

kg CO

sq m/year

Scopes 1 & 2

GHGemissions

3.32 3.48 5.12 4.97 -3%

Water-Abs,

Water-LfL

Water

consumption

(mains supply)

Total

landlord-obtained

water

53,490 119,272 48,667 39,800 -18%

Water-Int Building water

intensity

/sq

year

Building water

intensity

0.54 1.33 0.72 0.59 -18%

EPRA reporting continued

Warehouse REIT plc Annual Report and Financial Statements 2022 59

Strategic report

Social performance

Health and safety

The managing agents conduct an annual health and safety assessment of the assets, which covers:

• general hazards and risk assessment;

• fire safety;

• water hygiene;

• progress on existing hazards identified; and

• any specific risks related to a particular site.

Community engagement

We ensure that key decisions relating to the portfolio take into account our impact on local communities. This involves meeting

health and safety requirements, conducting impact assessments and undertaking wider consultations required as part of the

planning approval process for new developments. As no applicable developments were announced in 2021/22, we have marked

this performance measure as not applicable. For more information, see the stakeholder engagement section of our strategic

report, page 23.

Governance

Governance performance measures relate to the Board.Forfull background information on our governance performance

measures, including a profile of the Board, a description of our nomination procedures, and processes for managing potential

conflicts of interest, please see page 81.

Non-Executive Directors Aimée Pitman and Martin Meech both have significant experience relating to developing strategies

to improve social and environmental impacts in business. Aimée led work in 2020 with Eden McCallum and Chapter Zero to

develop a ‘toolkit’ for climate change strategy and action. Martin has experience implementing sustainability strategies via his

previous role at Travis Perkins.

3. Social and governance performance measures

EPRA code Performance metric Unit of measure FY2021

H&S-Asset Asset health and safety assessment % 100%

H&S-Comp % 100%

Comty-Eng Community engagement, impact

assessments and development programmes

—

Gov-Board Composition of the highest governance body Number of Non-Executive Board members 6

Number of independent Non-Executive Board members 4

Average tenure on the governance body (years) 4

Number of independent/Non-Executive Board

members with competencies relating to environmental

and social topics

Gov-Select Nominating and selecting the highest

governance body

Please see the Nomination Committee report on pages

86 and 87

Gov-CoI Process for managing conflicts of interest Please see the corporate governance statement on

page 81

60 Warehouse REIT plc Annual Report and Financial Statements 2022

Principal risks and uncertainties

Managing our risk

We recognise the importance of identifying and managing

both the financial and non-financial risks faced by the

business, and the Board has agreed a robust risk management

framework to facilitate this. The framework ensures that risk

management responsibilities are allocated and those, along

with the Board’s appetite for risk, are clearly communicated

and understood. This allows the REIT’s Investment Advisor to

take advantage of opportunities and make effective business

decisions, within a recognised set of parameters.

Responsibilities

The Board

The Board has overall responsibility for the Group’s approach

to risk management and internal control, including:

• ensuring the design and implementation of risk

management and internal control systems which identify

the risks facing the business and enable the Board to make

an assessment of principal risks;

• determining the nature and extent of the principal risks

faced, and those risks which the Group is willing to take;

• agreeing how principal risks should be managed or

mitigated to reduce the likelihood of their incidence

orimpact;

• ensuring that there is sufficient relevant, reliable and

validassurance about the mitigation of risk; and

• reviewing the disclosures to be included in the Annual

Report and Accounts, to ensure that the statements made

are supported by valid, relevant and reliable assurances

received from the organisation.

The Audit Committee

The Audit Committee provides independent oversight of

the framework, monitors principal risks, and undertakes the

annual review of the Group’s approach to risk management

and compliance with the framework.

As the majority of the operations of the REIT are outsourced,

the Board and Audit Committee must rely on representations

and information in relation to the management of risk from its

service providers, in particular from the Investment Advisor.

The external Auditor will also provide information to the

AuditCommittee concerning the system of internal control

and any material control weaknesses. Any significant issues

are referred to the Board for consideration.

To fulfil its responsibilities, the Audit Committee:

• monitors key risks and changes in risk throughout the year;

• periodically formally considers each of the principal risks,

the business’ mitigation strategies, and reviews assurances

from both management and independent sources; and

• undertakes an annual review of the effectiveness of the risk

management process, covering:

• risk culture, and whether this culture is embedded within

the organisation;

• the operation of risk management and control systems,

including the determination of those risks which are

principal to the Company;

• integration of risk management and internal control with

strategy and business planning processes;

• changes in the nature, likelihood and impact of principal

risks, and the REIT’s ability to respond to changes;

• the extent, frequency and quality of the communication

of the results of management’s monitoring to the Board

and Audit Committee in relation to risk and control;

• any issues dealt with in reports reviewed during the year,

in particular any significant control failings or weaknesses

that have been identified, and the extent of the impact

which they had or could have had; and

• the effectiveness of the Company’s public

reportingprocesses.

Recognising and managing our risks is the key

tosuccessful delivery of our business ambitions.

Warehouse REIT plc Annual Report and Financial Statements 2022 61

Strategic report

The Investment Advisor

The Investment Advisor supports the Audit Committee and Board, and is responsible for risk identification, documentation

and evaluation, including both current and emerging risks; for the implementation of appropriate controls; and for meaningful

reporting to the Audit Committee.

Board

• Approves the risk framework

• Articulates the REIT’s appetite for risk

• Receives reports and information, via the Audit Committee, on the business key risks and issues

Audit

Committee

• Receives and reviews risk information, including a detailed assessment of the corporate risk register,

each meeting

• Receives assurance from a range of sources, including the Investment Advisor and Investment

Manager, independent valuers, Management Engagement Committee and external Auditor

• Considers any significant risk issues arising, and agrees the approach to management of the outcome

• Assesses the effectiveness of the risk management process

Investment

Advisor

• Reviews business activities and operations to identify, document and evaluate current and

emergingrisks

• Determines and develops appropriate mitigation strategies to ensure that risks remain within the

Board’s agreed risk appetite

• Works with other third-party providers to ensure that mitigations and controls are

operatingeffectively

• Provides reports to the Audit Committee and Board

Risk culture and appetite

Risk management is embedded in our decision-making

processes, supported by robust systems, policies, leadership

and governance. Our business uses an outsourced model,

and we are reliant on our service providers to make decisions

and take risks within agreed parameters in the delivery of our

objectives. Those parameters are summarised in our stated

risk appetite.

The level of risk considered appropriate to accept in achieving

business objectives is determined by the Board. The REIT has

no appetite for risk in areas relating to regulatory compliance,

and the health, safety and welfare of our Directors, occupiers

and the wider community in which we work. We have a

moderate appetite for risk in relation to activities which are

directed towards driving revenues and increased financial

returns for investors.

Documentation and reporting

The Group’s corporate risk register is the core of the

riskmanagement process, containing an overall assessment

of the risks faced by the Group together with the controls

established to reduce those risks to an acceptable level.

We categorise our risks into groups, as although we recognise

that they are all closely linked, in most cases these categories

determine the allocation of responsibility for control,

monitoring and reporting.

Our reputation is important to us, and we consider the

potential for damage to reputation in the assessment of

allourrisks.

62 Warehouse REIT plc Annual Report and Financial Statements 2022

Principal risks and uncertainties continued

Documentation and reporting continued

We do not therefore include reputational risk as a category, as

it underpins our approach to all risk evaluation and mitigation.

• Business risks – relating to the delivery of our business,

including strategy, market, systems and processes

andstakeholders.

• Operational risks – which focus on the REIT’s core business,

and include the composition of our portfolio, valuation,

andtenancy management.

• Compliance risks – the regulatory environment in which

weoperate continues to develop and drive higher standards

and expectations for the REIT. Compliance risk covers every

aspect of our business, from Listing Rules, environmental

rules, the requirements of the FCA, and general business

regulation such as health and safety, taxation and modern

slavery.

• Financial risks – arising from our strategy for the funding

ofbusiness operations, including investors, joint ventures,

debt and cash management, and covering market, credit

andliquidity risk.

The corporate risk register is updated by the Investment

Advisor throughout the year, and reports are provided to

each meeting of the Audit Committee. Reports to the Audit

Committee highlight changes in risk, changes to the controls

in place, or changes to the evaluation of exposure of risks.

Emerging risks

A key element of our risk management process is the

identification of emerging risks, to make an assessment

ofthepotential impact on our business.

The regular risk reviews completed by the Investment Advisor

specifically include review of emerging risks, and this is also

part of the review by and discussions with the REIT’s Audit

Committee. The assessment considers:

• Is this risk relevant to the REIT’s business activities?

• What is the potential impact, if the risk crystallises?

• What are our potential strategies for the management

andmitigation of the risk?

• How could we get assurance that these strategies are

effective in practice?

• Is this a risk that we should continue to pro-actively monitor?

Our risk reviews during the year have resulted in the addition

of new risks to the corporate risk register, although none of

these emerging risks are currently considered to be principal

risks. We have added emerging risks relating to:

• Development and capital programme delivery –

theREIThas a programme of capital works to enhance

the condition of existing assets, and we are also planning

to commence a development programme, building new

assets. Thesuccessful delivery of these programmes may

be impacted by supply chain risks, including significant

cost increases, availability of materials, and availability

of skilled labour resources in the construction market.

Our budgets and capital plans are developed to include

contingency funding, and plans are stress tested to

ascertain potential costs and returns in different economic

conditions. Contracting arrangements will be designed to

minimise the risk of variations for the REIT, but the supply

chain challenges and cost increases being seen across the

construction sector in the latter half of 2021 and early 2022

are increasing risk in this area.

• Delivering on our ESG and climate change-related

plans – we have invested in the development of our ESG

programmes, and plans to mitigate climate change impacts,

and have set challenging targets for the business. Failing

to deliver on these could impact on our finances and

reputation, and also impact on our current and potential

occupiers. To help mitigate this risk, we have identified

funding in our budgets to deliver on our ambitions, and

have sought external specialist support to ensure the

REIT is appropriately positioned.

Environmental, social and governance risk

The Group takes its ESG responsibilities seriously, investing

time and resources to enhance knowledge and to develop

and co-ordinate action plans across each of the pillars,

aiming to deliver positive change and benefits as part

ofourday-to-daybusiness.

We have integrated the consideration and evaluation of

climate change risk within the Group-wide risk management

process through the inclusion of ESG and specific climate

change risks within the corporate risk register and have

pro-actively considered ESG ambitions and their associated

risks during our regular reviews. Climate change risk remains

one of the Group’s principal risks, as we seek to both reduce

our impact on the environment and the impact of climate

change on our activities, portfolio and finances.

Warehouse REIT plc Annual Report and Financial Statements 2022 63

Strategic report

The nature of the risks we face from climate change arise

fromboth the physical aspects of climate change itself and

also the potential for regulatory and commercial changes in

the markets in which we operate. In particular, as governments

seek to drive change through increasing regulation and cost

for businesses (for example, changes to building standards,

increased energy efficiency requirements, or the use of

emission zones), there is the potential for some assets to

become less attractive to occupiers, and for significant

expenditure to be needed to ensure the portfolio is compliant

with changingstandards.

Key information on our ESG plans and progress is included

in this report on pages 42 to 59.

Principal risks

Principal risks are those which are considered material to

the Group’s development, performance, position or future

prospects. The principal risks are captured in the corporate

risk register and are reviewed by the Board and Audit

Committee, who consider:

• any substantial changes to principal risks;

• material changes to control frameworks in place;

• changes in risk scores;

• changes in tolerance to risk;

• any significant risk incidents arising; and

• progress with any additional mitigating actions which have

been agreed.

Changes in principal risks during the year

The Audit Committee undertakes a regular and rigorous

assessment of risks, particularly principal risks, throughout the

year, considering external and commercial pressures and any

changes arising from business activities and operations.

Based upon that assessment, we have reduced the

assessment of risk in relation to the Covid-19 pandemic, and

no longer consider this to be a principal risk for the Group.

There were no additional risks identified which are considered

to be fundamental to the business, and therefore we have not

added to the principal risks reported previously. However,

the evaluation of exposure to some of our principal risks

has changed during the year, as business pressures have

changed. Our principal risks, along with mitigation strategies

and an explanation of any changes from last year, are

summarisedbelow.

Principal risk heat map as at 31 March 2022

All risks are evaluated on a consistent basis across the Group, which includes both the likelihood of the risk crystallising

and the potential impact. Our model evaluates both inherent exposure (i.e. before any mitigating controls or actions) and

residual, or current, exposure (i.e. after controls and mitigations). This assessment allows us to see the positive impact of

control on the underlying inherent risk.

Impact

Likelihood

Low risk

High risk

Financial risks

Interest rate changes

Business risks

Impact of climate change on our portfolio

Poor portfolio returns

 Poor performance of the Investment Advisor or

Investment Manager

Operational risks

 Inappropriate acquisitions, unrecognised liabilities,

or breach of the investment policy

Significant rent arrears/irrecoverable bad debt

Compliance risks

Loss of REIT status

Breach of loan covenants or our borrowing policy

1264

3,8

64 Warehouse REIT plc Annual Report and Financial Statements 2022

Principal risks and uncertainties continued

Financial risks Business risks

 Interest rate

changes

 Impact of climate

change on our portfolio

Change:

Interest rates have been extremely

low for some time, but rates are

rising across the market. Whilst we

will be renegotiating our funding

and seeking alternative financing

options, increases inrates are not

completely within our control.

Whilst the new funding will provide

the Group with the means to invest

and grow the business, changes in

interest rates could have an impact

on returns and profitability.

Changes in interest

rates could directly

impact on ourcost of

capital, and indirectly

may impact on market

stability.

Interest rates have

increased, and it is

expected thatthis

will continue during

the year ending

31March2023.

Change:

Climate change could have an

increasing impact across the

business.

Potential impacts range from direct

risk such asadverse weather affecting

properties through flooding or

extreme temperatures; to business

impacts such as the increasing cost

of utilities, general supply chain

disruption, and the potential for

property values to be impacted,

where new building standards and

materials are available elsewhere.

Risk mitigation:

The Investment Advisor maintains detailed cash flow

forecasts, which are subject to scenario testing. We have

interest rate caps in place and will be revising our funding

arrangements during the next 12 months, considering

differentfinancingoptions.

Risk mitigation:

We have a Sustainability Committee, chaired by a Board member,

which has developed and agreed our ESG strategy. This incorporates

our plans to manage both our impact on the environment, and the

potential impacts of climate change on thebusiness.

We have also appointed external expertise to assist us with plans and

delivering to targets.

Our plans include:

• targets on EPC ratings for our assets;

• developments to meet BREEAM or the relevant industry

equivalent;and

• new utility contracts to be renewables based.

We are also working with our occupiers to ensure we are supporting

them to meet their sustainability objectives. Weare surveying our

most significant occupiers to understand how we can work together

to improve across a range of themes, including energy usage

andwellbeing.

More detail of our plans is included in the sustainability section on

pages 42 to 59.

Business model link: Business model link:

Link to strategy: Link to strategy:

Key:

New Decrease

No change Increase

Identify assets

to acquire

Review and approve

transactions

Monitor and

manage investments

Create value through

asset management

Recycle

capital

Warehouse REIT plc Annual Report and Financial Statements 2022 65

Strategic report

Business risks



 Poor portfolio returns

 Poor performance of the Investment

Advisor or Investment Manager

Change:

The assessment has

very slightly increased

duringthe year, which we

consider is related to the

competition for assets

increasing acquisition

costs. Overall, the risk is

mitigated by the increasing

portfolio valuation.

There is a risk that the returns

generated by theportfolio may

not be in line with our plans and

forecasts. There are many factors

that could drive this, including:

• inappropriate investment

strategy set by theBoard;

• poor delivery of the strategy

bythe Investment Advisor; and

• poor yields from the property

portfolio because ofreduced

capital valuations or

rentalincome.

This would have an impact on the

financial performance of the REIT,

and returns for ourinvestors.

Change:

The Investment Advisor

has continued to invest in

staff and resources during

the year, to build additional

strength and depth, and to

develop in-house expertise

in specialist areas such as

project management and

data control. They have

a proven track record,

demonstrated by the

REIT’s consistently good

performance.

The REIT operates with an

outsourced model and is reliant on

the performance of its third-party

service providers.

In particular, poor performance

of the Investment Advisor could

have a significant impact on the

performance of the REIT, as it is

fundamental to the management

and delivery of all aspects of

thebusiness.

Risk mitigation:

The investment strategy is set by the Board, and performance

against key targets and KPIs is reviewed on an ongoing basis.

The Investment Advisor and Investment Manager have the

expertise required to deliver returns and have a successful

trackrecord of doing so.

Significant decisions, relating to assets or occupiers, follow

established protocols, ensuring there is proper assessment,

at the right levels.

The Investment Advisor reports to the Board each quarter, with

key financial and non-financial performance information, which is

produced to an estate level.

Risk mitigation:

Members of the Investment Advisor have investments in the REIT,

which reduces the risk that the Investment Advisor may not fulfil its

responsibilities and activities effectively.

There are formal contracts in place with the Investment Advisor

and Investment Manager (and other third-party service providers),

setting out responsibilities and expectations.

Both provide regular quarterly reports to the Board, which include

key performance targets and KPIs.

The Management Engagement Committee carries out an annual

service review, which is reported to the Board.

Business model link: Business model link:

Link to strategy: Link to strategy:

Investment strategy Asset management Financial strategy

66 Warehouse REIT plc Annual Report and Financial Statements 2022

Principal risks and uncertainties continued

Operational risks

 Inappropriate acquisitions, unrecognised

liabilities, or breachoftheinvestment

policy



 Significant rent arrears/irrecoverable

baddebt

Change:

Inappropriate acquisitions could

increase risk inrelation to portfolio

returns, as properties may be

harder to let, may not generate

appropriate revenues, or may

require additional costs to support.

Change:

We had increased our

evaluation of this risk

previously, because of

uncertainty around the

impact of the Covid-19

pandemic and associated

lockdowns. In the light

of our positive collection

performance over the

last year, we consider it is

appropriate to reduce the

evaluation

A substantial increase in our

bad debt, levelofarrears or

slow payment, could have a

direct impact on cash flow and

profitability and could alsohave an

impact on average lease lengths,

void levels andcosts.

Furthermore, poor payment

performance would increase the

focus required from the Property

Managers and Investment Advisor’s

asset managers, impacting on

resource availability to manage

other aspects of the business.

Risk mitigation:

We have comprehensive governance procedures supporting

acquisition decisions. These are driven by the matters reserved for

the Board and delegated authority matrix, which are translated into

operational processes through the acquisition protocol approved

by the Board. The protocol sets out detailed due diligence steps

which must be completed and fully evidenced as part of the

decision-making process. Acquisition decisions are approved by

the Investment Advisor’s investment committee and the Investment

Manager’s investment committee, and any higher risk acquisition

decisions (by value or complexity) are escalated to the Board.

Risk mitigation:

Our diverse portfolio of assets, and wide range of occupiers,

is keytomaintaining a low risk profile in relation to bad debts.

We have 541 occupiers across our portfolio of 91 estates, and

ourtop ten occupiers generate less than 30% of our rent roll. This is

closely monitored to ensure that we are not at significant risk from

any individual occupiers.

At an operational level, we have robust processes in place across

our tenancy management activities, ensuring that we accurately

record, invoice and collect amounts due.

There is a rigorous due diligence process prior to the acceptance

of occupiers, with rent guarantees or rent deposits taken where

appropriate. Tenancy management routines include credit control

processes to identify any potential arrears problems and ensure

that debt is recovered, or actions are taken at an early stage.

We consider it appropriate to reduce the evaluation back to

normalrisk levels.

Business model link: Business model link:

Link to strategy: Link to strategy:

Key:

New Decrease

No change Increase

Identify assets

to acquire

Review and approve

transactions

Monitor and

manage investments

Create value through

asset management

Recycle

capital

Warehouse REIT plc Annual Report and Financial Statements 2022 67

Strategic report

Compliance risks



 Loss of REIT status



 Breach of loan covenants

orourborrowingpolicy

Change:

Loss of our REIT status, through

failing to meet regulatory

requirements orthe AIM rules,

would have a significant impact

on our reputation andthefinancial

returns for our investors.

Change:

Our loan funding is subject to

conditions, and breach of those

could result in restrictions on

funding and activities going

forward. In addition to the loan

covenants, the Board approved

and communicated our borrowing

policy, and breach of those limits

may risk financial and reputation

damage.

Risk mitigation:

The Board has approved a clear governance framework which

incorporates the matters reserved for the Board and delegated

authorities, which are further supported by the clear, contracted

allocation of responsibilities to our third-party service providers.

The Investment Advisor reviews the position against REIT

legislation with Link quarterly, and this is reported to the Audit

Committee and Board. We are further supported by Deloitte,

whocomplete our PID tracker.

Dividend cover and cash is continuously monitored and forecast

forward, and the position reported to the Audit Committee

andBoard.

Risk mitigation:

Our financial position is closely and regularly monitored, and in

particular the Investment Advisor monitors LTV % against our loan

covenant and borrowing policy on an ongoing basis.

In addition, forward forecasts are prepared and reviewed both to

assess the business’ position, and to ensure that any acquisition

decisions include consideration of the cash and funding impact.

The Board receives a formal update each quarter, and there is a

quarterly compliance letter prepared for the bank.

Business model link: Business model link:

Link to strategy: Link to strategy:

Investment strategy Asset management Financial strategy

68 Warehouse REIT plc Annual Report and Financial Statements 2022

Going concern and viabilitystatement

Going concern

The Board monitors the Group’s ability to continue as a

going concern. Specifically, at quarterly Board meetings,

theBoard reviews summaries of the Group’s liquidity position

and compliance with loan covenants, as well as forecast

financial performance and cash flows. Throughout the year,

the Board had been meeting frequently, in conjunction with

the Investment Advisor, to review the current uncertainties

created by Covid-19, geopolitical tensions and rising inflation

and interest rates, specifically rent collection,cash resources,

loan facility headroom and covenant compliance, acquisitions

and disposals of investment properties, discretionary and

committed capital expenditure anddividenddistributions.

The Group ended the year with £10.8 million of unrestricted

cash and £49.0 million of headroom readily available under

its facilities. An extension to the current facility has been

agreed, providing the additional funding to complete on the

acquisition of Bradwell Abbey, Milton Keynes. In light of the

Group’s objective to seek accretive acquisitions that will further

raise the LTV towards our 35% target, the Group has engaged

Lazard to review the current debt structure. Discussions are

well progressed to develop and implement the next stage

of the financing strategy, in order to provide the Group with

the funding it requires to complete the other acquisition to

which it is currently committed, being the forward funding

development in Thame, Oxfordshire, as well as to enable it to

enter into further accretive acquisitions. At the right point in

time, the Group will also look to raise further equity through a

share issue or placement programme. Furthermore, disposals

are an important part of our approach to portfolio optimisation

and we continually review the portfolio to identify opportunities

to increase efficiency and dispose of any assets that are

considered ex-growth or non-core, recycling that capital

intoaccretive acquisitions.

The Group is operating significantly within its covenants

and a sensitivity analysis has been performed to identify the

decrease in valuations and rental income that would result in

a breach of the LTV, market value covenants or interest cover

covenants. Valuations would need to fall by 40.4% or rents

by 53.4%, when compared with 31 March 2022, before these

covenants would be breached, which, based on available

market data, is considered highly unlikely.

As at 19 May 2022, 98.7% of rents invoiced in March 2022

inrelation to the quarter to June 2022 were received.

The Investment Advisor has prepared projections for the

Group covering the going concern period to 31 May 2023,

which have been reviewed by the Directors.

As part of the going concern assessment, and taking the

above into consideration, the Directors reviewed a number

of scenarios which included extreme downside sensitivities

in relation to rental cash collection, making no acquisitions

or discretionary capital expenditure, adverse refinancing

conditions and minimum dividend distributions under the

REITrules.

Accordingly, based on this information, and in light of

mitigating actions available and the reasonable expectation

that the Group refinancing will be available when required, the

Directors have a reasonable expectation that the Group and

the Company have adequate resources to continue in business

for a period of at least 12 months from the date of approval of

the Annual Report and Financial Statements.

Warehouse REIT plc Annual Report and Financial Statements 2022 69

Strategic report

Assessment of viability

In accordance with the AIC Code of Corporate Governance,

the Directors have assessed the Group’s prospects over a

period greater than the 12 months considered by the going

concern provision.

The Directors have conducted their assessment over a

three-year period to May 2025, allowing a reasonable level

ofaccuracy given typical lease terms and the cyclical nature

of the UK property market.

The principal risks detailed on pages 64 to 67 summarise

thematters that could prevent the Group from delivering its

strategy. The Board seeks to ensure that risks are kept to a

minimum at all times and, where appropriate, the potential

impact of such risks is modelled within its viability assessment.

The nature of the Group’s business as the owner of a diverse

portfolio of UK warehouses, principally located close to

urban centres or major highways and let to a wide variety

of occupiers, reduces the impact of adverse changes in

the general economic environment or market conditions,

particularly as the properties are typically flexible spaces,

adaptable to changes in occupational demands.

The Directors’ assessment takes into account forecast cash

flows, debt maturity and renewal prospects, forecast covenant

compliance, dividend cover and REIT compliance. The model

is then stress tested for severe but plausible scenarios,

individually and in aggregate, along with consideration of

potential mitigating factors. The key sensitivities applied to

the model are a downturn in economic outlook and restricted

availability of finance, specifically:

(i) increased occupier churn and occupier defaults;

(ii) increased void periods following break or expiry;

(iii) decreased rental income; and

(iv) increased interest rates.

Current debt and associated covenants are summarised

innote 16, with no covenant breaches during the period.

Thesensitivity analysis identifies the decrease in valuations

and rental income that would result in a breach of the LTV,

market value covenants or interest cover covenants.

Taking into account mitigating actions, the results of the

sensitivity analysis and stress testing demonstrated that the

Group would have sufficient liquidity to meet its ongoing

liabilities as they fall due, maintain compliance with banking

covenants and maintain compliance with the REIT regime

overthe period of the assessment.

Furthermore, the Board, in conjunction with the Audit

Committee, carried out a robust assessment of the principal

risks and uncertainties facing the Group, including those

that would threaten its business model, strategy, future

performance, solvency or liquidity over the three-year period.

The risk review process provided the Board with assurance

that the mitigations and management systems are operating

as intended. The Board believes that the Group is well

positioned to manage its principal risks and uncertainties

successfully, taking into account the current economic

andpolitical environment.

The Board’s expectation is further supported by regular

briefings provided by the Investment Advisor. These briefings

consider market conditions, opportunities, changes in the

regulatory landscape and the current economic and political

risks and uncertainties. Additionally, the trend for increased

warehouse space driven by online sales and the shortage

of supply nationally is seen as mitigation. These risks, and

other potential risks which may arise, continue to be closely

monitored by the Board.

Viability statement

The period over which the Directors consider it is feasible

and appropriate to report on the Group’s viability is a three

yearperiod to May 2025. This period has been selected

because it is the period that is used for the Group’s

medium-term business plans. Underpinning this plan is an

assessment of each individual units performance, driving

the overall letting assumptions and corresponding forecast

cashflows.

Having made an assessment of each individual unit’s

performance, the forecast cash flows, covenant compliance

and the impact of sensitivities in combination, the Directors

confirm that, taking account of the Group’s current position,

the principal risks and in light of the current economic

uncertainty, they have a reasonable expectation that the

Group will be able to continue in operation and meet its

liabilities as they fall due over the three-year period of

their assessment.

On behalf of the Board

Neil Kirton

Chairman

23 May 2022

70 Warehouse REIT plc Annual Report and Financial Statements 2022

As Chair of Warehouse REIT, I am pleased to present the

governance report for our financial year ended 31March2022.

Financially, this has been a year of significant progress.

Ourresults reflect both the experience and decision making

around the opportunities sourced by Tilstone, as well as the

strong and cohesive sense of purpose that all the Board have

shared since our IPO in 2017.

In addition to the contractual arrangement that exists

between your Company and Tilstone, the spirit of this

arrangement has been very strong. I am committed to a

transparent and open culture and we have constructive and

probing dialogue with Tilstone. Both parties have a common

agenda, strengthened by the level of equity ownership within

the boardroom, which has again grown during the year.

The Board

The Board met regularly during the year, as we transitioned

where possible from a virtual or screen-based format to more

regular face-to-face interaction, which we have all enjoyed as

the Covid-19 related restrictions started to reduce.

In addition to our Board sessions, members of the Board

committed significant time to Warehouse REIT business either

via their various committee responsibilities, or less formally

through dialogue outside the boardroom environment,

where we regularly exchange views on many areas of our

development, strategy and stakeholder interests.

Strategy day

One particularly important occasion for the Board is the

strategy day that we undertake annually, usually in the second

quarter of the financial year. The structure of the day entails a

detailed set of preparatory notes and a discussion focused on

a small number of agreed items with Tilstone. The core areas

from the 2021 strategy day included:

• a review of the market for urban warehousing in the UK

andits impact on our strategy;

• a detailed discussion of various options to maximise the

potential and manage the risks to shareholders of the

Radway 16 site in particular;

• the move to a Main Market listing; and

• our capital markets strategy.

Although the strategy day is not a formal Board meeting,

we find it useful to minute this session as a record of our

discussions and decision making. We also find it beneficial

from time to time to call upon external professional advisors

and ahead of this session we reviewed two reports compiled

for the Board on items above.

Both the independent Directors and Tilstone

have worked hard to ensure that we consider

all our stakeholders in our decision making,

aswe continue to mature as a public company.

Neil Kirton

Chairman

Chairman’s introduction to governance

Warehouse REIT plc Annual Report and Financial Statements 2022 71

Corporate governance

Board Committees

In my last report I laid out some changes we were making

to the Board Committees, effective from 1 April 2021. Ialso

referred to the creation at that time of a Sustainability

Committee, chaired by my colleague Aimée Pitman.

Eachofthe Committees reports in detail about their

rolesandactivities in this governance report.

The Audit Committee, chaired by Lynette Lackey, oversaw the

change of our Auditor from Deloitte LLP to BDO LLP during

the course of 2021 and Deloitte have been retained to provide

taxation advice to the Group.

We made no changes to the Board in personnel terms during

the year, but the Nomination Committee – which I continue

to chair – regularly reviews the skill sets required to ensure

robust governance over the Company. For example, as our

marketplace evolves and existing assets continue to be

aggressively sought-after by many investors, it is likely that

development will play an increased role in our future returns.

The Sustainability Committee completed its first full year

of operation. The Board as a whole fully understands and

endorses the importance of ESG to our existing investors,

potential shareholders and other stakeholders, including

occupiers. We discuss ESG in more detail elsewhere, but our

experience is that the great majority of our stakeholders are

continually elevating the importance of ESG. Our strategy

continues to focus on creating a resilient portfolio, reducing

our footprint, being able to measure our progress and

reinforce that with independent validation, and supporting

our occupiers. During 2021, we engaged a number of

occupiers in a survey on their views and approaches to ESG,

which has been particularly useful in terms of understanding

our customers and responding to their needs. This is a

cornerstone of what we do.

More generally, the Board continues to take a keen

interestin stakeholder views and we ensure we have robust

reporting from Tilstone on their day-to-day interactions with

stakeholders. Members of the Board are also available to hold

discussions with shareholders as necessary. More information

on the Group’s stakeholder engagement can be found in the

strategic report on pages 21 to 23.

Neil Kirton

Chairman

23 May 2022

AIC Code – principles:

Board leadership

and purpose

See more on pages 72 to 78

Composition, succession

and evaluation

See more on pages 79, 86 and 87

Remuneration

See more on pages 93 to 95

Division of

responsibilities

See more on pages 76 to 78

Audit, risk and

internal control

See more on pages 84, 88 to 90

72 Warehouse REIT plc Annual Report and Financial Statements 2022

Date of appointment

15 November 2018

Skills and experience

Lynette is a chartered accountant and

experienced non-executive director. She

has considerable knowledge of financial

matters and of the real estate sector.

Other current appointments

Lynette is also a Non Executive Director

of Centaurea Investment Limited and

a member of council at the London

Chamber of Commerce & Industry.

She is also a partner in her business

advisory firm one5two LLP focused

ongrowing businesses.

Past appointments

Lynette was until recently a non-executive

director of Places for People Group and chair

of its regulated board. She was previously

the Senior Independent Director and chair

of the Group audit and risk committee of the

Group board. Lynette was a partner of BDO

LLP for ten years, where she was responsible

for a portfolio of real estate investor and

developer clients. She is a former partner

in Greenside Real Estate Solutions, as well

as the chair of the Association of Women in

Property. She also served on the boards and

as Chair of the Audit and Risk committees

of the London Chamber of Commerce &

Industry and Land Aid Charitable Trust.

  

Membership of the Board was unchanged during the year.

All the Directors are non-executive and the majority are

independent of the Investment Advisor.

Board of Directors

Neil Kirton

Non-Executive Chairman

Aimée Pitman

Non-Executive Director

Lynette Lackey

Non-Executive Director

Date of appointment

1 August 2017

Skills and experience

Neil has over 25 years of experience

working in the securities and investment

banking industries, giving him a deep

understanding of capital markets and

investor needs.

Other current appointments

Neil is also a non-executive director of

Ingenta plc.

Past appointments

Until December 2021, Neil was a managing

director and co-regional head, EMEA,

Forensic Investigations and Intelligence

at Kroll. Neil was formerly global head of

equity distribution at ABN AMRO Bank

NV and a member of ABN AMRO’s Global

Equity Directorate. He was head of UK

equity sales and deputy chief executive

at Hoare Govett, head of equities at

Bridgewell Securities, head of corporate

finance and CEO at Arbuthnot Securities

and an executive director of Arbuthnot

Banking Group plc.

Date of appointment

1 August 2017

Skills and experience

Aimée has over 30 years’ experience

instrategy development across various

sectors, most notably real estate, travel

and leisure, and financial services.

Other current appointments

Aimée runs her own strategy consulting

business, Pitman & Co. Consulting. Asan

independent consultant, she works as

a client director with Eden McCallum

LLP, a London-based consultancy firm,

where she co-leads the Travel & Leisure

and Property practices. She is also a

non-executive Director of Native Holdings

Ltd and sits on the Advisory Board of

McArthurGlen.

Past appointments

Aimée was a Vice President within MAC

Group/Gemini Consulting’s strategy

practice and went on to work over a

number of years with European travel

group TUI, supporting it on strategy,

distribution and operational excellence.

Warehouse REIT plc Annual Report and Financial Statements 2022 73

Corporate governance

Date of appointment

24 July 2017

Skills and experience

Simon, a qualified surveyor, has 35 years’

experience in the real estate sector, gained

during his career at Savills.

Other current appointments

Simon leads the real estate investment

teams at Savills and has sat on the UK

board since 2021. As chairman of Savills

Fund Management he chaired Grosvenor

Hill Ventures until 2006 and helped to

establish the Charities Fund Property

Board, which has a current fund value of

approximately £1.16 billion and is the first

Common Investment Fund available to

all charities in England and Wales that

directly invests in UK commercial property.

Simon is the Non-Executive Chairman

of Tilstone and represents Tilstone

on the Board. He is also the founder

and Vice-Chairman of Ironstone Asset

Management Limited, the Investment

Advisor to Life Science REIT plc.

Past appointments

Simon was on the Savills Group and plc

boards from 1999 to 2021. As part of Savills

Investment Management, he was chair of

Savills UK Limited’s proprietary trading

arm, Grosvenor Hill Ventures Limited.

 

Martin Meech

Non-Executive Director

Simon Hope

Non-Executive Director

Stephen Barrow

Non-Executive Director

Date of appointment

1 August 2017

Skills and experience

Martin has more than 30 years’

operationalexperience as a property

director, gained in a range of major

companies. He is a Fellow of the Royal

Institution of CharteredSurveyors.

Other current appointments

Martin was recently appointed

as senioradvisor to the Dominvs

Group’sBoard.

Past appointments

Prior to his retirement in December 2021,

Martin was the group property director

of Travis Perkins plc, the largest supplier

of building materials in the UK, and

chief executive officer of Travis Perkins

(Properties) Ltd. He oversaw the group’s

freehold portfolio, with a market value in

excess of £700 million.

Martin is a former non-executive director

of Quintain Estates and Development plc,

chairman of the BRC Property Advisory

Group and member of the Bank of

England Property Forum.

Date of appointment

24 July 2017

Skills and experience

Stephen is an experienced global

equity investor, giving him an in-depth

understanding of capital markets and

institutional investors.

Other current appointments

Stephen is a member of the advisory

board of Glia Ecosystems Limited and

a non-employee partner of Absolute

Return Partners, where he manages his

own portfolio. Stephen is Chairman of

Ironstone Asset Management Limited, the

Investment Advisor to Life Science REIT

plc, a UK listed company which invests in

a diversified portfolio of properties across

the UK which typically provide benefit to

the life science sector.

Past appointments

In his former roles as chief investment

officer at IronBridge International and

head of global equities at Deutsche

Asset Management, Stephen managed

over £5 billion of assets for a wide

variety of clients, including many

largeglobalinstitutions.

Board structure

Independent

Non-independent

Gender split

Male

Female

Structure of the Board:

Key to Committees:

Audit Committee

Management

Engagement Committee

Nomination Committee

Sustainability Committee

(Non-independent)

74 Warehouse REIT plc Annual Report and Financial Statements 2022

The Board has appointed Tilstone Partners Limited

to provide day-to-day asset management and

advisory services to the Group.

Investment Advisor

Simon Hope

Non-Executive Director

Andrew Bird

Managing Director

Simon has been Chairman of Tilstone since

its formation in 2010 and was a founding

investor. Prior to that he worked with

Andrew Bird whilst Andrew was property

director at Barlows Plc, trading a number

of portfolios including a sale to Westbury

Fund Management.

Simon’s biography can be found on

page73.

Andrew founded the Tilstone brand in

2010 to focus on commercial property

investment and development. After

identifying opportunities within the

warehouse sector, the focus moved

inAugust 2013 to creating the Tilstone

Property Portfolio, which the Company

acquired as its seed portfolio as part of

the September 2017 initial public offering.

As Managing Director of Tilstone, Andrew

takes overall responsibility for strategy,

direction and business performance.

Prior to founding Tilstone, Andrew was

appointed as property director to the

board of Barlows plc in 1994, a north-west

focused commercial property company

with a listing on the Main Market of

the London Stock Exchange. He was

subsequently part of a consortium

that took the company private in 2001.

The business created a separate asset

management company through which

Andrew served on the investment

committee of Westbury plc, a quoted

property fund (2002-2007). Andrew has

also served as a non-executive director

of Dee Valley Group plc, at that time a

London Stock Exchange quoted water

utility company.

Warehouse REIT plc Annual Report and Financial Statements 2022 75

Corporate governance

Paul Makin

Investment Director

Peter Greenslade

Finance Director

Paul is Tilstone’s Investment Director

and is responsible for the sourcing

of investment opportunities, asset

management and creating positive

occupier relationships.

He has extensive investment consultancy

experience through his work at CBRE

Limited and subsequently at Mapeley

Estates Limited (a previously listed

property company), where he was head

of investment and investment asset

management, tasked with extracting

value from outsourcing contracts and

new acquisitions. Paul expanded his

horizons with a senior investment asset

management role at Moorfield Group

Limited, a real estate private equity

company. There he took a key role in

the purchase and asset management of

projects such as the UK Logistics Fund,

ina joint venture with SEGRO plc.

Peter has significant experience in

company management, control, reporting

and corporate activity, especially in the

private equity arena. He qualified as a

chartered accountant with Binder Hamlyn,

before working in a variety of finance roles

for blue chip companies including Grand

Metropolitan (Diageo plc), De La Rue

plc and ICL plc. During his time as group

finance director of Robert Walters plc, the

company successfully floated on the Main

Market of the London Stock Exchange.

While he was at Spectron Group Limited,

the company was restructured and

eventually sold to a trade buyer.

As part of the management team of

Axiom Consulting Limited, Peter was

involved in a management buyout from

Aon Limited, funded by private equity,

and later its trade sale to Charles Taylor

plc. He was also part of the team at Kane

Group Limited which undertook the

private equity-backed acquisition of HSBC

Insurance Services Limited. Peter is also

a founder of RPL Investments Limited, a

company which specialises in assisting

with raising funds for small businesses

as well as advising on corporate strategy

and is also a board Director of Leander

ClubLimited.

76 Warehouse REIT plc Annual Report and Financial Statements 2022

This report explains the key features of

the Group’s governance structure.

Corporate governance statement

Statement of compliance

The Board recognises the importance of sound corporate

governance, commensurate with the Group’s size and

nature and the interests of its shareholders. The Board

is therefore committed to maintaining high standards

ofcorporategovernance.

The Board undertakes an annual review of its compliance

with the principles and recommendations of the AIC Code

ofCorporate Governance (the “AIC Code”). A copy of the

AICCode, which was last updated in 2019, can be obtained

viathe AIC website, www.theaic.co.uk.

During the year ended 31 March 2022, the Company has

complied with the AIC Code throughout the year, except

where the Board has concluded that adherence or compliance

with any particular principle or provision would not have been

appropriate to the Company’s circumstances, in which case

the reasons are fully explained in this statement.

The Board of Directors

Under the leadership of the Chairman, the Board of Directors

is collectively responsible for the long-term sustainable

success of the Company, generating value for shareholders

and contributing to wider society. It establishes the purpose,

values and strategic aims of the whole Group and satisfies

itself that these and its culture are aligned. The Board ensures

that the necessary resources are in place for the Group to

meet its objectives and fulfil its obligations to shareholders

within a framework of high standards of corporate

governance and effective internal controls. The Directors are

responsible for the determination of the Group’s investment

policy and strategy and have the overall responsibility for the

Group’s activities, including the control and supervision of the

Investment Manager and Investment Advisor.

The Board consists entirely of six Non-Executive Directors,

with no individual having unfettered powers of decision.

TheDirectors hold, or have held, senior positions in industry

and commerce and possess a wide range of relevant business

and financial expertise and brief biographies, including

details of their significant commitments, can be found on

pages 72 and 73. During the year, the Board was satisfied

that all the Directors were able to commit sufficient time

to the Group’s affairs and discharge their responsibilities

effectively having given due consideration to the Directors’

externalappointments.

Each Director was appointed for an initial three-year term,

subject to re-election annually at each AGM (see page79).

TheBoard has not stipulated a maximum term of any

directorship, except that, subject to ensuring business

continuity, the Chairman will remain on the Board for a

maximum period of nine years.

None of the Directors has a service contract. Letters of

appointment set out the terms of their appointment and

copies are available on request from the Company Secretary

and will be available at the AGM. The Directors are not

entitled to any compensation for loss of office. The Directors

were advised on appointment of the expected time required

to fulfil their roles and have confirmed that they remain

able to make that commitment. All material changes in any

Director’s commitments outside the Group are required to

be, and have been, disclosed prior to the acceptance of any

suchappointment

The Group has established an induction procedure for

new Directors, including the provision of an induction pack

containing information about the Group, its processes and

procedures. New appointees also meet the Chairman and

relevant Investment Advisor personnel.

Warehouse REIT plc Annual Report and Financial Statements 2022 77

Corporate governance

Structure of the Board during the year

Management

Audit Engagement Nomination Sustainability Independent/

Committee Committee Committee Committee Non-independent Male/Female

Neil Kirton

✔ ✔ Independent Male

Aimée Pitman

✔ ✔ ✔ Independent Female

Lynette Lackey

✔ ✔ ✔ Independent Female

Martin Meech

✔ ✔ ✔ Independent Male

Simon Hope ✔ Non-independent Male

Stephen Barrow ✔ Non-independent Male

1. Chair of the Nomination Committee.

2. Chair of the Sustainability Committee.

3. Chair of the Audit Committee.

4. Chair of the Management Engagement Committee.

Chairman and Senior Independent Director

The independent Non-Executive Chairman, Neil Kirton, is

deemed to have no conflicting relationships. He considers

himself to have sufficient time to commit to the Company’s

affairs.

The Board has appointed Martin Meech as the Senior

Independent Director. He provides a channel for any

shareholder with concerns regarding the Chairman and leads

the independent Directors’ annual evaluation of the Chairman.

The Senior Independent Director would consult when

necessary with the other Non-Executive Directors without the

Chairman being present, if required, for example to consider

the Chairman’s performance.

The roles and responsibilities of the Chairman and the Senior

Independent Director are clearly defined and set out in writing,

a copy of which is available on the Company’s website at

www.warehousereit.co.uk.

Purpose and culture

Investment

Asset management

Financial

CulturePurpose

The Group’s purpose is to own and manage warehouses in

economically vibrant urban areas across the UK, providing

thespace its occupiers need for their businesses to thrive.

The Chairman leads the Board and is responsible for its

overall effectiveness in directing the Group. He demonstrates

objective judgement, promotes a culture of openness and

debate, and facilitates effective contributions by all Directors.

In liaison with the Company Secretary, he ensures that the

Directors receive accurate, timely and clear information to

enable them to discharge their responsibilities.

78 Warehouse REIT plc Annual Report and Financial Statements 2022

Corporate governance statement continued

The Board of Directors continued

Purpose and culture continued

The Board believes that it has a responsibility to set and

demonstrate high standards of ethics and behaviour. We are

strongly committed to an ethos and culture that balances

both our shareholders’ need and desire for financial returns

and the process and environment within which we achieve

those returns. This obligation begins with your Board of

Directors but extends into our engagement with Tilstone.

Both parties operate with complete mutuality of trust and

transparency embedded in the relationship.

As an externally managed Group, we expect all of our external

service providers, including Tilstone, to fully endorse these

values and exercise commercial judgement with due and

full consideration of the impact of those decisions on their

employees, our customers, the communities in which we

operate, and our wider stakeholder base.

Annually, the Management Engagement Committee

analysesand systematically reviews all our service providers,

including Tilstone – a review which includes an understanding

of their policies, procedures and actions around behaviour,

ethics and culture and consideration of their own engagement

with other third-party service providers. This includes

assessing their approach to significant ethical issues such as

modern slavery. The Company’s Modern Slavery Statement,

reviewedby the Board each May, is available from its website

www.warehousereit.co.uk.

The Group has policies and procedures to assist with

maintaining a culture of good governance including those

relating to delegated authorities, diversity and related parties.

The Board assesses and monitors compliance with these

policies regularly through Board meetings.

Engaging with our stakeholders

Details of how we engaged with our key stakeholders

during the year ended 31 March 2022 are set out in the

strategic report.

See more on pages 21 to 25

Board operation

The Directors meet at regular Board meetings, held at least four times a year, with additional meetings arranged as necessary.

The table below sets out the Directors’ attendance at both regular and ad-hoc Board and Committee meetings during the year

ended 31 March 2022, against the number of meetings each Board member was eligible to attend:

Management

Audit Engagement Nomination Sustainability

Board Committee Committee Committee Committee

Neil Kirton — —

Aimée Pitman

—

Lynette Lackey —

Martin Meech

—

Simon Hope

— — —

Stephen Barrow

— — —

1. Absent as the relevant meeting was scheduled at short notice. Notice was provided and apologies given to the Chair of the respective meeting.

As noted above, additional ad-hoc Board meetings were held during the period to discuss strategic matters and approve the

release of the Annual and Half-year results.

The Board has formal arrangements for the Directors, in thefurtherance of their duties, to take independent professional

adviceat the Company’s expense. The Company has also taken out a Directors’ and Officers’ liability insurance policy, which

includes cover for legal expenses. In addition, theCompany has specific Public Offering of Securities insurance, which began

on20 September 2017 with a six-year run-off period.

Subject to the provisions of UK law, the Company has provided each Director with an indemnity in respect of liabilities

whichthey may incur when discharging their duties as a Director. There are no other qualifying third-party indemnity

provisionsin place.

Warehouse REIT plc Annual Report and Financial Statements 2022 79

Corporate governance

Board evaluation

The Directors continue to be committed to the need for

regular Board evaluation. This enables them to continually

monitor and improve the performance of the Board, its

Committees and its individual Directors and to implement

actions to improve the Board’s focus and effectiveness which

contribute to the Group’s success. This year’s evaluation

involved an internal performance evaluation by way of

questionnaires completed by the Non-Executive Directors

and evaluated independently of the Board. The questionnaire

was designed to assess the strengths and effectiveness of the

Board and its Committees. The scope of the questionnaire

is designed to cover all aspects of the Board’s operation,

including the management of meetings, the strengths and

independence of the Board and the Chairman, individual

Directors and the performance of its Committees, each

Director’s perspective on the Board’s future priorities, training

requirements, and the way the Board works as a team. Each of

the Directors completed a questionnaire which was then used

to hold constructive discussions led by the Chairman.

Martin Meech, as the Senior Independent Director, led

the appraisal of the Chairman, including meetings with

other members of the Board to appraise the Chairman’s

performance. The outcome of the evaluation of the

Chairman’sperformance was discussed with him.

The key conclusions were that the Board considers that it

has performed effectively and that it demonstrates a good

balance of skills, performance and knowledge and has a

particularly strong working relationship with the Investment

Advisor. There were no significant concerns that arose in

the evaluation. During the remainder of the year, the Board

will continue to refine its own mechanisms but may also

provide more training where required and ensure that it is

both careful and committed to the execution of its strategy.

Whilst the Board recognises it could be more diverse, it does

not consider it is in the best interests of shareholders to force

diversity by imposing fixed criteria or quotas. The Board will

continue to make appointments based on merit, having regard

to a number of factors including gender, ethnicity, skills and

experience. The Board will continue to monitor and encourage

diversity as part of its ongoing succession planning.

Independence of Directors

The Board has reviewed the independence of each Director

and the Board as a whole. Most of the Board is independent

of the Investment Advisor and free from any business or other

relationships that could materially interfere with the exercise

of the Directors’ independent judgement.

Simon Hope is the Non-Executive Chairman of the Investment

Advisor and an employee of Savills (one of the Company’s

Property Managers); he is therefore considered to be a

non-independent Director. Stephen Barrow is also on the

Tilstone Board of Directors and is therefore considered to be

a non-independent Director. Both Simon Hope and Stephen

Barrow have cross-directorships in Tilstone Partners Limited

and are both LLP members of Tilstone Investments LLP,

Tilstone Halifax LLP and Somersham Coventry LLP.

The Board considers that all other Directors are independent

of the Investment Advisor in both character and judgement.

Election/re-election of Directors

Under the Company’s Articles of Association, Directors

arerequired to stand for election at the first AGM after their

appointment. Thereafter, at each AGM any Director who has

not stood for appointment or re-election at either of the two

preceding AGMs is required to retire and offer him/herself

for re-election, as is any Director who has held office for a

continuous period of nine years or more.

Beyond these requirements, and in line with corporate

governance best practice, the Board has determined that

all Directors will seek annual re-election at the Company’s

AGMs. All Directors will therefore stand for re-election at the

forthcoming AGM. The Board considers that, during the year

ended 31 March 2022, each Director has performed effectively

and demonstrated commitment to the role. It therefore

believes that it is in the best interests of shareholders that

each Director is re-elected at the AGM.

80 Warehouse REIT plc Annual Report and Financial Statements 2022

Corporate governance statement continued

Board responsibilities and relationship

withtheInvestment Advisor

The Board’s main roles are to lead the Group and ensure

its long-term sustainable success, generating value for

shareholders and contributing to wider society, and to

approve the Group’s purpose, values and strategic objectives

and satisfy itself that these and its culture are aligned.

The Board has adopted a schedule of matters reserved

for its decision, which is reviewed annually. These specific

responsibilities include:

• approving the Company’s investment and business strategy;

• approving the gearing policy;

• overseeing cash management;

• approving the Annual and Half-yearly Reports and Financial

Statements and accounting policies, prospectuses, circulars

and other shareholder communications;

• approving acquisitions and disposals which are within the

investment policy but have a value of 20% or more of gross

asset value (“GAV”) of the Company’s portfolio, and any

acquisitions or disposals outside the investment policy;

• raising new capital and approving major financing facilities;

• approving the valuation of the Group’s portfolio;

• approving and recommending dividends;

• approving Board appointments and removals;

• appointing or removing the Investment Manager,

Investment Advisor, Depositary, Auditor and Company

Secretary; and

• ensuring a satisfactory dialogue with shareholders and

other key stakeholders.

A copy of the schedule of matters reserved for the

Board’sdecision is available on the Company’s website

atwww.warehousereit.co.uk.

May 2021

• Updates from Management

Engagement Committee,

Nomination Committee and

AuditCommittee Chairs

• Approval of preliminary results for

the year ended 31 March 2021 and

fourth interim dividend for the 2021

financial year

• Review of going concern and

long-term viability statements

• Approval of Annual Report and

Financial Statements for the year

ended 31 March 2021

• Review of Directors’ performance

evaluation for the year ended

31March 2021

• Annual review of Modern

SlaveryStatement

• Review of sustainability policy

July 2021

• Approval of first interim dividend

for the 2022 financial year

• Approval of the Notice of Annual

General Meeting

• Review of Directors’ fees

September 2021

• Savills Market Research

presentation

• Annual General Meeting

Key Board activities during the year

A report from the Investment Advisor is reviewed at each meeting, which includes relevant matters to highlight since

theprevious meeting and details of portfolio activity, the pipeline and health and safety matters. A quarterly report from

theInvestment Manager is presented at each scheduled Board meeting.

Warehouse REIT plc Annual Report and Financial Statements 2022 81

Corporate governance

The Company has sub-contracted its day-to-day functions

to service providers, each engaged under separate legal

agreements. For example, portfolio management and risk

management of the Group’s assets has been delegated to

the Investment Manager. The Investment Advisor provides

recommendations to the Investment Manager’s investment

committee. These recommendations cover acquisitions

and sales of Group assets (where this would be in line

with the Company’s objectives and investment policy)

and recommendations on where the Group should incur

borrowings and give guarantees and securities (subject to

certain investment restrictions imposed by the Board and

the Board’s overall control and supervision). The Board, the

Investment Manager and the Investment Advisor operate in

afully supportive, co-operative and open environment.

At each Board meeting, the Directors follow a formal agenda,

which is circulated in advance by the Company Secretary.

The Company Secretary and Investment Advisor regularly

provide financial information, together with briefing notes and

papers in relation to changes in the Group’s economic and

financial environment, statutory and regulatory changes and

corporate governance best practice. Representatives from the

Investment Advisor and the Investment Manager attend each

Board meeting and communicate with the Board between

formal meetings.

Conflicts of interest

The Articles of Association permit the Board to consider

and, if it sees fit, to authorise situations where a Director has

an interest that conflicts, or may possibly conflict, with the

Group’s interests. The Board has a formal system to consider

such conflicts, with the Directors who have no interest in the

matter deciding whether to authorise the conflict and any

conditions to attach to such authorisation.

November 2021

• Approval of Sustainability

Committee terms of reference

• Update from Sustainability

Committee and Audit

CommitteeChairs

• Approval of Half-yearly Report

andsecond interim dividend for

the2022 financial year

• Lazard engaged to review the

structure of the Company’s debt

January 2022

• Updates from Audit

CommitteeChair

• Approval of third interim dividend

for the 2022 financial year

March 2022

• Approval of the budget for the

financial year to 31 March 2023

• Review of the Company’s

compliance with the AIC Code

• Annual review of the

investmentpolicy

• Annual review of the Board,

Committees and Chairman through

an independent evaluation

• Consideration of move to Main

Market listing

The Board also receives and reviews a quarterly share register analysis, as well as a report from the Company Secretary

including regulatory and governance updates. In addition to these regular agenda items, the Board dealt with the following

matters during the year:

82 Warehouse REIT plc Annual Report and Financial Statements 2022

Corporate governance statement continued

Board Committees

The Board has four Committees: the Nomination Committee,

the Audit Committee, the Management Engagement

Committee and the Sustainability Committee. Given the

Board’s size, it is not felt appropriate for the Company to

havea separate remuneration committee and the full Board

deals with the functions that this committee would normally

carry out.

The Committees’ terms of reference are available on the

Company’s website at www.warehousereit.co.uk.

Nomination Committee

During the year, the Nomination Committee comprised of

NeilKirton, Lynette Lackey and Simon Hope. The Chairman

of the Board is a member of, and chairs, the Nomination

Committee. Amajority of the members of the Nomination

Committee areindependent Non-Executive Directors.

A report from the Chair of the Nomination Committee is set

out on pages 86 and 87.

Audit Committee

The members of the Audit Committee are Lynette Lackey

(Chair), Aimée Pitman and Martin Meech. The Chairman of

theBoard is not a member of the Committee. The members

ofthe Audit Committee consider that they collectively

have the requisite skills and experience to fulfil the Audit

Committee’s responsibilities and competence relevant to

theREIT sector. Lynette Lackey is a qualified Chartered

Accountant withaudit experience in the real estate investor

and developerindustry.

A report from the Chair of the Audit Committee is set out on

pages 88 to 90.

Management Engagement Committee

During the year, the Management Engagement Committee

comprised of Martin Meech (Chair), Neil Kirton and Lynette

Lackey, allof whom are independent Non-Executive Directors.

TheChair of the Board is a memberof the Committee.

A report from the Chair of the Management Engagement

Committee is set out on page 91.

Sustainability Committee

With effect from 1 April 2021, the Sustainability Committee

was comprised of Aimée Pitman (Chair), Martin Meech and

Stephen Barrow. Representatives of the Investment Advisor

also attend the Committee.

A report from the Chair of the Sustainability Committee is

setout on page 92.

Company Secretary

The Board has direct access to the advice and services

oftheCompany Secretary, Link Company Matters Limited,

whichis responsible for ensuring that the Board and

Committee procedures are followed and that applicable

regulations are complied with. The Company Secretary is

also responsible to the Board for ensuring timely delivery

of information and reports and for ensuring that the Group

meets its statutory obligations.

Warehouse REIT plc Annual Report and Financial Statements 2022 83

Corporate governance

Strategy Board governance role Key activities during the year

Investment strategy

• Overseeing the selection of acquisitions,

against the backdrop of current market

and economic conditions

• Approving acquisitions which are within

the investment policy but have a value of

20% or more of the Company’s GAV

• Approving any acquisitions outside the

investment policy

During the year, the Board:

• reviewed an acquisition pipeline tracker at

each quarterly meeting;

• reviewed the details of all acquisitions at its

quarterly meetings; and

• assessed in detail the ongoing availability

of quality stock that could be acquired at

the strategy day held during the year (see

the Chairman’s introduction to governance

on pages 70 and 71 for more information).

Read more about asset management during

the year in the Investment Advisor’s report

on pages 35 to 37.

Financial strategy

• Approving any changes to the Group’s

capital structure

• Approving the Group’s gearing policy,

dividend policy and treasury policy

During the year, the Board:

• monitored the Group’s debt levels and

reviewed the hedging strategy; and

• appointed Lazard to review the Group’s

current debt structure.

Rea

d more about financing activity during

the year in the Investment Advisor’s report

on page 40.

How governance supported the delivery of theGroup’s strategy during the year ended

31March 2022

As noted on page 80, approving the strategy and overseeing its implementation is one of the Board’s core responsibilities.

Setout below are the Board’s activities in respect of each element of the strategy set out on pages 26 and 27 of this report.

In addition, during the year the Board held a strategy day, which is a key event allowing the Board to examine the strategy

and the market context for it. More information can be found in the Chairman’s statement on pages 70 and 71.

84 Warehouse REIT plc Annual Report and Financial Statements 2022

Corporate governance statement continued

Internal control review

The Board is responsible for the systems of internal

controls relating to the Group, including the reliability of the

financial reporting process and for reviewing their systems’

effectiveness.

The Directors have reviewed and considered the Financial

Reporting Council’s (“FRC’s”) guidance on risk management,

internal control and related finance and business reporting

and have established an ongoing process for identifying,

evaluating and managing the principal risks faced by the

Group. This process, together with key procedures established

to provide effective financial control, was in place during the

period under review and at the date of the signing of this

report. The internal control systems are designed to ensure

that proper accounting records are maintained, that the

financial information on which business decisions are made

and which is issued for publication is reliable, and that the

Group’s assets are safeguarded. The risk management process

and the Group’s systems of internal control are designed to

manage rather than eliminate the risk of failure to achieve the

Group’s objectives. It should be recognised that such systems

can only provide reasonable, not absolute, assurance against

material misstatement or loss.

The Directors have reviewed the effectiveness of the Group’s

risk management and internal control systems as they have

operated over the period and up to the date of approval of

the Annual Report and Financial Statements. There were

no matters arising from this review that required further

investigation and no significant failings or weaknesses

wereidentified.

Internal control assessment process

The Board undertakes regular robust risk assessments and

reviews of internal controls, in the context of the Group’s

overall investment objective. The Board, through the Audit

Committee, has categorised risk management controls under

the following headings:

• business risk;

• operational risk;

• reputational risk;

• compliance risk; and

• financial risk.

In arriving at its judgement of what risks the Group faces, the

Board has considered the Group’s operations mindful of the

following factors:

• the nature and extent of risks which the Board regards

asacceptable for the Group to bear, within its overall

business strategy;

• the threat of such risks becoming reality;

• the Group’s ability to reduce the incidence and impact of

risk on its performance; and

• the cost to the Group and the benefits related to the Group

and third parties operating the relevant controls.

One of the key internal controls which the Group has in

place is a corporate risk register, which is maintained by the

Investment Advisor, against which the Group monitors the

risks identified, the impact of such risks and the controls in

place to mitigate them. It also considers and monitors both

current and emerging risks to ensure meaningful reporting to

the Audit Committee. Other key internal controls, which the

Group has in place during the year, include a procedure to

monitor the compliance status of the Company to ensure that

it can continue to be approved as a REIT; and the Investment

Advisor prepares forecasts and management accounts

which allow the Board to assess performance. The risks are

assessed on the basis of the likelihood of them happening,

the impact on the business if they were to occur and the

effectiveness ofthe controls. The Audit Committee reviews

the risk matrixat least twice in each financial year and at other

timesas necessary.

Warehouse REIT plc Annual Report and Financial Statements 2022 85

Corporate governance

The principal and emerging risks that the Board has

identifiedare set out on pages 62 to 67.

Most functions for the Group’s day-to-day management are

sub-contracted and the Directors therefore obtain regular

assurances and information from key third-party suppliers

regarding their internal systems and controls.

Shareholder relations

Communication with shareholders is a high priority

forboth the Board and the Investment Advisor, and the

Directors are available to discuss the Group’s progress and

performance with shareholders. The Investment Advisor,

the Company’s joint brokers (Peel Hunt LLP and Jefferies

International Limited) and Nominated Advisor (Peel Hunt

LLP) are in regular contact with the major institutional

investors and report the results of meetings and the views

of those shareholders to the Board. The Chairman and the

other Directors are available to attend these meetings with

shareholders if required.

All shareholders are encouraged to attend, either in person

when able to or by proxy, and vote at the AGM, during which

the Board and representatives of the Investment Advisor are

available to discuss issues affecting the Group and answer

any questions. Shareholders wishing to communicate directly

with the Board or to lodge a question in advance of the AGM

should contact the Company Secretary at the address on the

inside back cover. TheCompany always responds to letters

from shareholders.

The Board and its advisors will prepare the Group’s

Annualand Half-yearly Reports to present a full and

readily understandable review of the Group’s performance.

Copies will be released through the Regulatory News

Service, dispatched to shareholders depending on their

communication preference and made available from the

Company Secretary or by downloading from the Company’s

website at www.warehousereit.co.uk.

86 Warehouse REIT plc Annual Report and Financial Statements 2022

Nomination Committee report

Role of the Nomination Committee

The Committee’s primary responsibilities are to:

• keep under review the Board’s structure, size and

composition, including diversity and the balance of

independent and non-independent Non-Executive

Directors, and make recommendations to the Board

withregard to any changes required;

• consider and formulate succession plans for Directors,

giving consideration to the length of service of the

Board as a whole and the need for membership to

beregularlyrefreshed;

• identify and nominate candidates to fill any Board vacancies

for the Board’s approval, giving due regard to the current

and recommended future balance of skills, knowledge,

experience, independence, diversity and cognitive and

personal strengths on the Board;

• review the results of the Board performance evaluation that

relate to the Board’s composition;

• review annually the time required from Non-Executive

Directors;

• make recommendations to the Board regarding

membership of the Board’s Committees, in consultation

with the Chair of each Committee;

• make recommendations to the Board concerning the

re-appointment of Non-Executive Directors, at the

conclusion of their specified term of office; and

• make recommendations to the Board regarding the

re-election of Directors at AGMs.

The Nomination Committee operates within defined terms

of reference, which are regularly reviewed and updated

as necessary. The terms of reference are available on the

Group’swebsite.

Activities

The Nomination Committee met once during the year ended

31 March 2022 and once between the year end and the date of

this report. The main activities of the Nomination Committee

are set out below.

Re-election of Directors at the AGM

The Nomination Committee considered the re-election of

each Director at the AGM. Following consideration, and taking

into account the results of the recent Board evaluation, the

Nomination Committee concluded that each Director on

the Board standing for re-election at the AGM continues to

demonstrate the necessary skills, experience and commitment

to contribute effectively and add value to the Board.

TheCommittee has therefore recommended that all Directors

be put forward for re-election at the Company’s AGM.

Biographies of each Director are available on pages 72 and 73.

It is the Committee’s and the Board’s view that the Directors’

biographies illustrate why each Director’s contribution is,

and continues to be, important to the Group’s long-term

sustainable success.

The Nomination Committee is responsible

formaintaining a balance of skills, experience

and perspectives on the Board.

Neil Kirton

Chair of the Nomination Committee

Warehouse REIT plc Annual Report and Financial Statements 2022 87

Corporate governance

Size, structure and composition of the Board

andCommittees

During the year, the Committee reviewed the size, structure

and composition of the Board and its Committees and agreed

that these were appropriate for the Company, including the

balance of independent and non-independent Directors.

Itisthe Committee’s view that all members of the Board bring

differing perspectives to the table, contributing to the overall

success of Board meetings and the Group.

Diversity

There have been no appointments to the Board during the

year. However, before any appointment is made to the Board,

the Committee evaluates the current and recommended

future balance of skills, knowledge, experience, independence,

diversity and cognitive and personal strengths on the

Board. The appointment of any new Director is made on the

candidate’s merits, measuring his or her skills and experience

against the criteria identified by the Board as being desirable

to complement the Board’s composition and qualifications.

The Board has adopted a diversity policy, which

acknowledges the benefits of greater diversity, including

diversity of gender, social and ethnic backgrounds, cognitive

and personal strengths, and remains committed to ensuring

that the Directors bring a wide range of skills, knowledge,

experience, backgrounds and perspectives to the Board.

Whilst the Board does not feel that it would be appropriate

to set targets, as all appointments are made on merit, the

following objectives for the appointment of Directors have

been established:

• all Board appointments will be made on merit, in the context

of the skills, knowledge and experience that are needed for

the Board to be effective; and

• long lists of potential Non-Executive Directors should

include diverse candidates of appropriate merit.

This policy was reviewed and updated by the Committee

during the year to ensure alignment with the AIC Code.

Neil Kirton

Chair of the Nomination Committee

23 May 2022

88 Warehouse REIT plc Annual Report and Financial Statements 2022

Audit Committee report

Role of the Audit Committee

The Committee’s primary responsibilities are to:

• monitor the integrity of the Group’s financial statements

and review its financial reporting process and

accountingpolicies;

• keep under review the effectiveness of the Group’s internal

control environment and risk management systems;

• make recommendations to the Board in relation to

the appointment, re-appointment or removal of the

external Auditor and to approve its remuneration and

terms of engagement, including the provision of any

non-auditservices;

• review the effectiveness of the audit process;

• review and monitor the Auditor’s independence

andobjectivity;

• review assurances from the Group’s service providers

regarding their systems and controls for the detection of

fraud and the prevention of bribery and receive reports on

non-compliance; and

• review the adequacy and security of the Group’s

arrangements for its contractors, suppliers and other

stakeholders (as applicable) to raise concerns, in

confidence, about possible wrongdoing in financial

reporting or other matters.

The Audit Committee has direct access to the Group’s Auditor,

BDO LLP, and provides a forum through which the Auditor

reports to the Board. Representatives of the Auditor attend

Audit Committee meetings at least annually.

The Audit Committee operates within defined terms of

reference, which are regularly reviewed and updated as

necessary. The terms of reference are available on the

Group’swebsite.

Activities

The Audit Committee met three times during the year

ended31 March 2022 and once following the year end.

Atthemeetings, the Committee has:

• reviewed the internal controls and risk management

systems of the Group and its third-party service providers;

• agreed the audit plan with the Group’s new Auditor, BDO

LLP, including the principal areas of focus, and agreed the

audit fee;

• received and discussed with the former Auditor, Deloitte

LLP, its report on the results of the audit;

• reviewed the Group’s financial statements and discussed the

appropriateness of the accounting policies adopted; and

• reviewed the valuation of the Group’s investment properties

and recommended this to the Board.

The Audit Committee has also reviewed and updated,

where appropriate, the corporate risk register. This is done

at each meeting. During the year ended 31 March 2022,

the risk rating for the impact of the Covid-19 pandemic

on significant rent arrears, performance of the Investment

Advisor and irrecoverable bad debts were downgraded and

are no longer considered a principal risk. The risk ratings

for two principalrisks, namely interest rate changes and

poor portfolio returns, increased slightly during the year.

Noadditional principal risks were identified.

The Audit Committee reviewed the requirement for an internal

audit function and concluded that this would provide minimal

added comfort at considerable extra cost to the Group.

The Audit Committee receives reports on internal control

and compliance from the Investment Advisor in conjunction

with third-party risk and internal audit advisor, AuditR, and

discusses these with the Investment Advisor.

The Audit Committee is responsible for

the effectiveness of internal control, risk

management and auditing processes.

Lynette Lackey

Chair of the Audit Committee

Warehouse REIT plc Annual Report and Financial Statements 2022 89

Corporate governance

This report also covers the internal controls of the Group’s

other key service providers, including the Administrator.

Nosignificant matters of concern were identified during

theyear.

The Audit Committee monitors and reviews the effectiveness

of the external audit process for the Annual Report, including

a detailed review of the audit plan and the audit results report.

This review takes into account the experience and tenure of

the audit partner and team, the nature and level of services

provided, and confirmation that the Auditor has complied

with independence standards. Any concerns with the

effectiveness of the external audit process would be reported

to the Board. No concerns were raised in respect of the year

ended31March 2022.

Significant issues

The Audit Committee considered the following key issues in relation to the Group’s financial statements during the year:

Valuation of property

assets

The Audit Committee considered and discussed the valuation of the Group’s investment

properties as at 31 March 2022. To enable a full discussion of the valuation, and to enable the

Directors to challenge the valuations and the underlying assumptions, as appropriate, the

valuer attended the Audit Committee meeting in May 2022.

Maintenance of REIT status The UK REIT regime affords the Group a beneficial tax treatment for income and capital

gains, provided certain criteria are met. There is a risk that these REIT conditions may not

be met and additional tax becomes payable by the Group. The Audit Committee therefore

monitored the Group’s compliance status and considered each of the requirements for the

maintenance of REIT status throughout the year ended 31 March 2022.

Going concern and

long-term viability of the

Company

The Audit Committee considered the Group’s financial requirements for the next 12 months

and concluded that it has sufficient resources to meet its commitments and any outstanding

loan covenants. Consequently, the financial statements have been prepared on a going

concern basis.

The Audit Committee also considered the longer-term viability statement within the Annual

Report, for the three-year period to May 2025, and the underlying factors and assumptions

which contributed to the Committee deciding that three years was an appropriate length of

time to consider the Group’s long-term viability.

The Group’s going concern and viability statement, as well as full details of the assessment

carried out by the Directors, can be found on pages 68 and 69.

90 Warehouse REIT plc Annual Report and Financial Statements 2022

Audit Committee report continued

Significant issues continued

Following the consideration of the above matters and its

detailed review, the Audit Committee was of the opinion that

the Annual Report, taken as a whole, is fair, balanced and

understandable and provides the information necessary for

shareholders to assess the Group’s position and performance,

business model and strategy.

Audit fees and non-audit services

An audit fee of £148,000 has been agreed in respect of the

audit for the year ended 31 March 2022. This incorporates

a fee of £130,000 for auditing the Annual Report and

consolidated financial statements for the period and £18,000

for auditing the accounts of the Company’s subsidiaries for

the period.

The Audit Committee reviews the scope and nature of

all proposed non-audit services before engagement, to

safeguard auditor independence and objectivity. Duringthe

period, BDO commenced accounting services in connection

with the move to the Main Market, however, no fees have been

incurred during the financial year ended 31 March 2022

(2021: £220,600 paid to the former Auditor, Deloitte LLP,

for non-audit services).

Auditor independence and objectivity

The Audit Committee has considered the Auditor’s

independence and objectivity. The Audit Committee

will pre-approve all non-audit services prior to any work

commencing and considers safeguards in place, such as the

use of separate teams to mitigate the risk of any self-review.

The Audit Committee also receives an annual assurance from

the Auditor that its independence is not compromised by the

provision of any non-audit services.

The Audit Committee is satisfied that the Auditor’s objectivity

and independence is not impaired by performing non-audit

services and that the Auditor has fulfilled its obligations to the

Group and its shareholders.

Re-appointment of the Auditor

BDO LLP was appointed as Auditor to the Company with

effect from 1 April 2021 and Richard Levy has been the Group

engagement partner since that time. Following a review of the

service provided by BDO LLP during the year and a review of

value for money, the Audit Committee has recommended to

the Board the re-appointment of BDO LLP as Auditor to the

Company. An ordinary resolution for BDO’s re-appointment

will be put to shareholders at this year’s AGM.

The Audit Committee will regularly consider the need to put

the audit out to tender, the Auditor’s fees and independence,

and the matters raised during each audit.

Lynette Lackey

Chair of the Audit Committee

23 May 2022

Warehouse REIT plc Annual Report and Financial Statements 2022 91

Corporate governance

Management Engagement Committee report

The Management Engagement Committee

ensures that third-party appointments are

conducted in shareholders’ best interests.

Martin Meech

Chair of the Management Engagement Committee

I am pleased to present the Management Engagement

Committee report on behalf of the Board and to provide

details on how the Committee discharged its responsibilities

throughout the year ended 31 March 2022.

Role of the Management

EngagementCommittee

The Committee’s primary responsibilities are to:

• satisfy itself that the terms of the Investment Management

Agreement between the Group, the Investment Manager

and the Investment Advisor remain fair, competitive

and sensible for shareholders, and review and make

recommendations on any proposed amendment to the

Investment Management Agreement;

• satisfy itself that systems put in place by the Investment

Advisor, Administrator and Depositary are adequate to

meet relevant legal and regulatory requirements, including

the AIFMD;

• satisfy itself that any compliance matters are under

properreview;

• consider whether the continuing appointment of the

Investment Advisor is in the interests of shareholders

as a whole and make recommendations to the Board

inthisregard;

• keep under review the Investment Advisor’s performance

and the level of the investment advisory fee; and

• keep under review the performance of other service

providers, including compliance with the terms of

their respective agreements and their internal controls

andpolicies.

The Management Engagement Committee operates within

defined terms of reference, which are regularly reviewed and

updated as necessary. The terms of reference are available on

the Group’s website.

Activities

The Committee met once during the year ended

31March2022 and once following the year end. At these

meetings, the Committee has:

• considered the performance of the Investment

Advisor against its obligations under the Investment

Management Agreement during the year. The Committee’s

recommendation regarding the continuing appointment of

the Investment Advisor is set out on page 98. In reaching

its recommendation to the Board, the Committee’s

deliberations included consideration of the basis of the

investment management fee and the execution of the

Group’s investment strategy by the Investment Advisor

during the year;

• reviewed the ongoing performance and the continuing

appointment of the Group’s other key service providers.

TheCommittee has concluded that the services provided

to the Group were satisfactory and that the agreements

entered into with them are operating in the best interests

ofthe shareholders; and

• reviewed the systems put in place by the Investment

Advisor (including both the investment policy and

Investment Management Agreement), Administrator

andDepositary to meet legal and regulatory requirements,

particularly the AIFMD, and concluded that these

remainadequate.

Martin Meech

Chair of the Management Engagement Committee

23 May 2022

92 Warehouse REIT plc Annual Report and Financial Statements 2022

The Sustainability Committee is responsible

for creating a resilient portfolio, reducing

our footprint, supporting our occupiers and

ensuring responsible business foundations.

Aimée Pitman

Chair of the Sustainability Committee

Sustainability Committee report

Role of the Sustainability Committee

The Committee’s primary responsibilities are to:

• oversee the formulation and implementation of the Group’s

ESG strategy, review updates on any regulatory changes

affecting the strategy and make recommendations to the

Board regarding changes to strategy;

• receive assurances from service providers, suppliers

andcontractors on their own ESG policies;

• review the Group’s efficacy in relation to its ESG

reporting;and

• review ESG-related risks to the Group and make

recommendations to the Audit Committee regarding

inclusion in the Group’s risk management practices.

Governance

The Board is responsible for approving the Group’s

sustainability strategy, long-term goals and actively

monitoring portfolio performance. In conjunction with the

Investment Advisor, the Sustainability Committee oversees

the management of the Group’s climate-related risks

andopportunities.

Risk management

With a growing focus on sustainability, the Board has

recognised the importance of identifying the impact of

climate change to the Group’s business. During the year,

the Committee identified the key risks with input from our

consultant, JLL, via a materiality assessment. The key risks

have been added to the Group’s risk register so they are

monitored as part of our wider risk management process.

The Board and Investment Advisor are continually developing

their understanding of the potential physical impact of climate

change and the wider implications associated with increased

regulation, occupier requirements and increased focus on

sustainable assets.

Activities undertaken during the year

The Committee was established during the year to

31March2022 and met three times to undertake the

followingactivities:

• to review and approve the Committee’s terms of reference

and the Committee’s composition;

• to review the Group’s ESG budget, strategy, current

activities and future commitments; and

• to appoint JLL as a service provider to advise on the

Group’s current ESG position.

Our ESG commitments

The Group’s commitment to ESG is to ensure its assets

are attractive to occupiers in the long term. The Board is

committed to evaluation of a net zero carbon pathway by

reviewing current developments and refurbishment standards

versus green building certificates standards, as well as

reducing EPC risk. The Board engages with its key occupiers

to understand occupier net zero carbon goals.

Aimée Pitman

Chair of the Sustainability Committee

23 May 2022

Warehouse REIT plc Annual Report and Financial Statements 2022 93

Corporate governance

Directors’ remuneration report

The Board has prepared this report in partial and

proportionate compliance with the requirements of the Large

and Medium-sized Companies and Groups (Accounts and

Reports) (Amendment) Regulations 2013. As a company

admitted to AIM, Warehouse REIT is not required to report

fully against these regulations or to put the Directors’

remuneration report and Directors’ remuneration policy to

shareholders for approval, but has decided to do so voluntarily

in order to allow shareholder input on the Company’s

remuneration arrangements. An ordinary resolution to

approve the Directors’ remuneration report will therefore

beput to shareholders at the forthcoming AGM.

Statement from the Chairman

Given the size of the Board, it is not considered appropriate

for the Company to have a separate remuneration committee

and the functions of this committee are therefore carried

out by the Board as a whole. The Board consists entirely of

Non-Executive Directors and the Company has no employees.

We have not, therefore, reported on those aspects of

remuneration that relate to Executive Directors.

Following a review of Directors’ remuneration during the year,

and in recognition of the increased time commitment over

the period since the last review of Directors’ fees, the Board

resolved to increase Directors’ remuneration by 7.5%. As a

result, fees are set at a level of £48,375 per annum (2021:

£45,000) for the Chairman and £37,625 (2021: £35,000)

per annum for the independent Non-Executive Directors.

Nofees are payable to Stephen Barrow or Simon Hope as

non-independent Non-Executive Directors.

Directors’ remuneration policy

A resolution to approve the Directors’ remuneration policy

was proposed and passed at the Company’s first AGM in

2018. As a binding vote on the policy is necessary every three

years, an ordinary resolution to approve the policy was also

put to shareholders at the 2021 AGM. There were no changes

made to the policy, which is set out below, in advance of the

shareholder vote in 2021.

The Company follows the recommendation of the AIC Code

that Non-Executive Directors’ remuneration should reflect the

time commitment and responsibilities of their role. The Board’s

policy is that the remuneration of Non-Executive Directors

should reflect the experience of the Board as a whole, and

be determined with reference to comparable organisations

andappointments.

All Directors are non-executive, appointed under the terms

of letters of appointment. There are no service contracts in

place. The terms of their appointment provide that Directors

shall retire and be subject to election at the first AGM after

their appointment. Thereafter, at each AGM, any Director who

has not stood for appointment or re-election at either of the

two preceding AGMs is required to retire and offer themself

for re-election. Any Director who has held office for more

than nine years is required to retire and offer themself for

re-election on an annual basis. Beyond these requirements,

ithas been agreed that all Directors will seek annual

re-election at the Company’s AGMs.

The fees for the Non-Executive Directors are determined

within the limits (not to exceed in aggregate £300,000 per

annum) set out in the Company’s Articles of Association,

or any greater sum that may be determined by ordinary

resolution of the Company. Directors are not eligible for

bonuses, share options or long-term incentive schemes or

other performance-related benefits, as the Board does not

believe that this is appropriate for Non-Executive Directors.

There are no pension arrangements in place for the Directors.

94 Warehouse REIT plc Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Directors’ remuneration policy continued

The Board has set two levels of fees: £48,375 per annum for the Chairman and £37,625 per annum for the independent

Non-Executive Directors. No additional fees are payable for membership of the Board’s Committees or for appointment as a

Director to any Group subsidiary. The fee for any new Director appointed to the Board will be determined on the same basis,

whilst fees in respect of subsequent periods will be determined following an annual review. The Board would consider any

viewsexpressed by shareholders on the fees being paid to Directors.

Under the Company’s Articles of Association, if any Director is called upon to perform extra or special services of any kind,

he/she may be paid such extra remuneration as the Directors may determine. Directors are also entitled to be paid all expenses

properly incurred in attending Board or shareholder meetings or otherwise in the performance of their duties.

Remuneration report

Directors’ fees for the year

The Directors who served in the year to 31 March 2022 received the following emoluments:

Year ended Year ended

31 March 2022 31 March 2021

Fees Total Fees Total

£’000 £’000 £’000 £’000

Neil Kirton 47.5 47.5 45 45

Aimée Pitman 36.9 36.9 35 35

Lynette Lackey 36.9 36.9 35 35

Martin Meech 36.9 36.9 35 35

Simon Hope — — — —

Stephen Barrow — — — —

158.2 158.2 150 150

Directors’ beneficial and family interests

There is no requirement under the Company’s Articles of Association for Directors to hold shares in the Company.

The interests of the Directors and any connected persons in the ordinary shares of the Company are set out below:

As at As at

31 March 2022 31 March 2021

Number of shares Number of shares

Neil Kirton

390,909 390,909

Aimée Pitman

689,543 590,537

Lynette Lackey 51,603 51,603

Martin Meech

290,909 290,909

Simon Hope

12,407,697 12,407,697

Stephen Barrow

10,103,050 10,103,050

1. 190,909 of these shares are held by Mr Kirton’s spouse.

2. 312,783 of these shares are held by Ms Pitman’s spouse, whilst 23,487 are held by her children.

3. 190,909 of these shares are held by Mr Meech’s spouse.

4. 3,551,971 of these shares are held by Mr Hope’s spouse, whilst 391,899 are held by his children.

5. 4,481,525 of these shares are held by Mr Barrow’s spouse and 350,000 are held by his child.

Warehouse REIT plc Annual Report and Financial Statements 2022 95

Corporate governance

Between 31 March 2022 and the date of this report, there have been the following changes to the above holdings:

As at

23May

2022

Number

of shares

Aimée Pitman

689,993

6. 313,233 of these shares are held by Ms Pitman’s spouse, whilst 23,487 are held by her children.

Voting at Annual General Meeting

The Directors’ remuneration report for the year ended 31 March 2021 and the Directors’ remuneration policy were approved by

shareholders at the AGM held on 13 September 2021. The votes cast by proxy were as follows:

Directors’ Directors’

remuneration report remuneration policy

(2021 AGM voting figures) (2021 AGM voting figures)

Number % of Number % of

of votes votes cast of votes votes cast

For 203,551,908 99.97 203,532,620 99.96

Against 66,636 0.03 77,848 0.04

At Chairman’s discretion 3,102 — 3,102 —

Total votes cast 203,621,646 100.00 203,613,570 100.00

Number of votes withheld 100,042 108,118

Approval

The Directors’ remuneration report was approved by the Board on 23 May 2022.

Neil Kirton

Chairman

23 May 2022

96 Warehouse REIT plc Annual Report and Financial Statements 2022

Directors’ report

Corporate governance

The corporate governance statement on pages 70 and 71

forms part of the Directors’ report.

Directors

The Directors in office during the year and at the date of this

report and their biographical details are shown on pages

72and 73.

Details of the Directors’ terms of appointment can be

found in the corporate governance statement and the

Directors’ remuneration report. Details of indemnities

provided to the Directors can also be found in the

corporategovernancestatement.

Share capital

Share issues

At the AGM held on 13 September 2021, the Directors

were granted: (i) the authority to allot ordinary shares on a

non-pre-emptive basis up to an aggregate nominal amount

of £2,832,410 (being 66% of the issued ordinary share capital

at the date of the notice) by way of a rights issue; and (ii) in

any other case, the authority to allot ordinary shares up to

an aggregate nominal amount of £1,416,205 (being 33% of

the issued ordinary share capital at the date of the notice).

The Directors were also granted the authority to disapply

pre-emption rights in respect of the allotment of shares or

treasury shares up to 5% of the issued ordinary share capital

at the date of the notice and a further 5% of the issued

ordinary share capital where the allotment and issue of such

shares is for the sole purpose of financing (or refinancing) an

acquisition or other capital investment of a kind contemplated

by the Pre-Emption Group’s Statement of Principles.

These existing authorities will expire at the Company’s AGM to

be held in September 2022 where resolutions for their renewal

will be proposed.

Purchase of own shares

At the AGM held on 13 September 2021, the Company was

authorised to purchase up to 42,486,165 of its own shares

(being 10% of the Company’s issued ordinary share capital at

the date of the notice). No ordinary shares have been bought

back under this authority, which will expire at the AGM to be

held in September 2022 where a resolution for its renewal will

be proposed.

The Directors will consider repurchasing ordinary shares in

the market if they believe it to be in shareholders’ interests as

a whole and as a means of correcting any imbalance between

supply of and demand for the ordinary shares. Theywill

have regard to the Company’s REIT status when making any

repurchase and will only make such repurchases through

the market at prices (after allowing for costs) below the

relevant prevailing NAV per ordinary share and otherwise in

accordance with guidelines established from time to time by

the Board.

Current share capital

As at 31 March 2022 and the date of this report, there were

424,861,650 ordinary shares of £0.01 each in issue, none of

which are held in treasury.

Results and dividends

A summary of the Group’s performance during the period and

the outlook for the forthcoming year is set out in the strategic

report on pages 39 and 40.

Dividends totalling 6.4 pence per ordinary share have been

paid or declared in respect of the year ended 31 March 2022,

further details of which can be found in the Investment

Advisor’s report on page 39.

No final dividend is being proposed.

The Company’s dividend policy is set out on page 26 in

thestrategic report.

The Directors present their report and the audited

financialstatements for the year ended 31 March 2022.

Warehouse REIT plc Annual Report and Financial Statements 2022 97

Corporate governance

Substantial shareholdings

As at 31 March 2022, the following held voting rights greater than 3% in the Company:

% of total

Number voting

of ordinary rights at

shares held 31 March 2022

Investec Wealth & Investment 67, 508,146 15.89

Smith & Williamson Wealth Management 26,166,716 6.16

CCLA Investment Management 19,284,707 4.54

Hargreaves Lansdown 17,301,133 4.07

Rathbone Investment Management 14,867,186 3.50

Charles Stanley 13,354,252 3.14

There have been no significant changes to these holdings between 31 March 2022 and the date of this report.

Management arrangements

The Company is an alternative investment fund for the

purposes of the AIFMD and, as such, is required to have

anInvestment Manager who is duly authorised to undertake

that role. G10 Capital Limited is authorised and regulated

by the Financial Conduct Authority (“FCA”) as the AIFM

ofthe Company under an agreement dated 22 August 2017

(the“Investment Management Agreement”). The Investment

Manager is responsible for overall portfolio management, risk

management and compliance with the Group’s investment

policy and the requirements of the AIFMD that apply to

the Group.

The Investment Advisor is an appointed representative

in respect of the Investment Manager. As an appointed

representative, Tilstone is responsible for working with and

advising the Group and the Investment Manager in respect

of sourcing investment opportunities which meet the

Group’s investment policy. As an appointed representative of

Investment Manager, Tilstone is exempt from the requirement

to be authorised by the FCA as a pre-requisite to giving

investment advice and arranging deals in investments. Tilstone

is also responsible for managing the underlying real estate

assets within the Group’s investment portfolio, which does not

constitute a regulated activity. The Investment Manager has,

and shall maintain, the necessary expertise and resource to

supervise the delegated tasks effectively.

The Investment Advisor receives an annual fee (payable

quarterly in arrears) equal to 1.1% of the NAV of the Group’s

portfolio on the basis of funds being fully invested up to

£500 million and 0.9% thereafter. The fee is payable to the

Investment Advisor, which pays a quarterly fee of £15,000 to

the Investment Manager for the duration of its appointment,

in addition to other one-off fees in relation to regulatory

reporting services (Annex IV), compliance services and

investment committee services. No performance fee or

acquisition fee is payable.

In the event that the Investment Management Agreement

is terminated following a third party (or third parties acting

in concert) acquiring a majority of the Company’s ordinary

shares, the Investment Advisor would be entitled to receive an

exit fee equal to 15% of the total shareholder returns (defined

as the price per share paid by such third party plus dividends

and other distributions paid) generated since Admission,

above a hurdle rate of 10% per annum on a compound basis

since Admission. The exit fee will be capped at the amount

of the annual management fee paid in the immediately

preceding financial year.

Following the expiry of the initial three-year term on

22August 2020, the Investment Management Agreement

isterminable on 24 months’ notice in writing by either party.

In addition, it is terminable on 30 days’ notice by either party

in writing in the event of a material breach or insolvency of

the other party. The Company is also entitled to terminate the

agreement forthwith by notice in writing in the event that the

Investment Manager ceases to be able to fulfil its obligations

as a result of a change of the FCA’s rules.

98 Warehouse REIT plc Annual Report and Financial Statements 2022

Directors’ report continued

Continuing appointment of the

InvestmentAdvisor

The Board keeps the performance of the Investment Advisor

under continual review. The Management Engagement

Committee conducts an annual appraisal of the Investment

Advisor’s performance and makes a recommendation to the

Board about the continuing appointment of the Investment

Advisor. It is the opinion of the Directors that the continuing

appointment of the Investment Advisor is in the interests of

shareholders as a whole. The reasons for this view are that the

Investment Advisor has continued to execute the investment

strategy according to the Board’s expectations and on terms

which the Board is of the view continue to remain commercial

and reasonable.

Property Management Agreements

The Property Managers provide a wide range of services.

These include ensuring the Group complies with all current

property regulations, including relevant health and safety

requirements; providing building surveys and project

management services; acting as consultants to the Group

in respect of sub-sector markets; acting as consultants in

respect of obtaining planning permissions; providing facilities

management relating to the property portfolio; and providing

a management team to help with management tasks such as

rent collection.

Savills

Savills acts as Property Manager for over three-quarters of

the property portfolio pursuant to the terms of agreements

entered into in 2016 with Tilstone Basingstoke Limited,

Tilstone Glasgow Limited, Tilstone Industrial Limited,

TilstoneRetail Limited and Tilstone Trade Limited.

Under the terms of these Property Management Agreements,

Savills is entitled to fees of £850 per occupier per annum.

These annual fees are usually recovered from the service

charge. The Property Management Agreements are

terminable upon three months’ written notice.

Pursuant to the Property Management Agreements, Savills

is also retained for a range of services with a fee agreed for

suchservices on an ad-hoc basis.

Aston Rose

Day-to-day management of the remainder of the portfolio is

undertaken by Aston Rose. Under their Property Management

Agreement, Aston Rose is entitled to deduct reasonable

and proper fees from the service charge payments received

in respect of the managed properties. The Aston Rose

agreement is terminable upon two months’ written notice.

Administration Agreement

Link Alternative Fund Administrators Limited has been

appointed as the Administrator to the Company and its

subsidiaries under an agreement dated 22 August 2017.

Itprovides the day-to-day administration services for these

entities. It is also responsible for the Company’s general

administrative functions, such as the calculation and

publication of the NAV and maintenance of the Company’s

accounting and statutory records.

Under the terms of its Administration Agreement, Link

Alternative Fund Administrators Limited is entitled to an

administration fee of £80,000 per annum (exclusive of

VAT) subject to an annual retail price index (“RPI”) increase.

TheAdministration Agreement is terminable upon six months’

written notice.

Company Secretarial Agreement

Link Company Matters Limited has been appointed by the

Company to provide company secretarial functions required

by the Companies Act 2006, under an agreement dated

22August 2017. The Company Secretary is entitled to a

fee of £64,223 per annum (exclusive of VAT) in respect

of the Company and £833 per annum in respect of each

UK subsidiary, both subject to an annual RPI increase.

TheCompany Secretarial Agreement was subject to an initial

term of 12 months and automatically renews for successive

periods of 12 months, unless written notice is given by either

party at least three months prior to the end of the then

current 12-month period.

Warehouse REIT plc Annual Report and Financial Statements 2022 99

Corporate governance

Depositary Agreement

Crestbridge Property Partnerships Limited has been

appointed as Depositary to provide cash monitoring,

safekeeping and asset verification and oversight functions,

asprescribed in the AIFMD (AIFMD 23(1)(d) and (f)).

It is authorised to act as a Depositary by the FCA.

The Depositary’s duties under the Depositary Agreement

are owed to the Company as a whole and not directly

to shareholders, whether individually or in groups.

Theinvestments of the Company are not of a kind

requiredtobe held in custody by the Depositary.

Under the terms of the Depositary Agreement dated

22August 2017, the Depositary is entitled to a fee of £32,500

per annum, subject to an increase of £150 per asset, when

the number of assets exceeds that as at 30 September 2019.

The Depositary Agreement is terminable by the Company on

one month’s written notice served on the Depositary and by

the Depositary on not less than three months’ written notice

served on the Company.

Auditor

The Directors holding office at the date of this Annual Report

confirm that, so far as they are each aware, there is no relevant

audit information of which the Company’s Auditor is unaware.

Each Director has taken all the steps that they ought to have

taken as a Director to make themselves aware of any relevant

audit information and to establish that the Company’s Auditor

is aware of that information.

BDO LLP has expressed its willingness to continue as Auditor

of the Company and resolutions for its re-election and to

authorise the Audit Committee to determine its remuneration

will be proposed at the forthcoming AGM.

Financial risk management

Information about the Company’s financial risk management

objectives and policies is set out in note 24 to the financial

statements.

Annual General Meeting

The Company’s fifth AGM will be held on 12September2022.

The Notice of the AGM will be circulated to

shareholdersseparately.

Link Company Matters Limited

Company Secretary

23 May 2022

Company Number 10880317

100 Warehouse REIT plc Annual Report and Financial Statements 2022

Statement of Directors’ responsibilities

in respect of theAnnual Report and Financial Statements

The Directors are responsible for preparing the Annual

Report and Financial Statements in accordance with

applicable UK law and regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law, the

Directors have elected to prepare the financial statements

of the Group and the Company in accordance with UK

adopted international accounting standards. Under

company law, the Directors must not approve the financial

statements unless they are satisfied that they present

fairly the financial position, financial performance and

cashflows of the Group and Company for that year.

In preparing the financial statements, the Directors are

required to:

• select suitable accounting policies in accordance with IAS 8

Accounting Policies, Changes in Accounting Estimates and

Errors and apply them consistently;

• present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information;

• provide additional disclosures when compliance with

specific requirements in IFRS is insufficient to enable users

to understand the impact of particular transactions, other

events and conditions on the Group’s financial position

and financial performance;

• state that the Group has complied with UK adopted

international accounting standards, subject to any

materialdepartures disclosed and explained in the

financialstatements;

• make judgements and estimates that are reasonable

and prudent; and

• prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Group and the

Company will continue in business.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Group and

enable them to ensure that the financial statements comply

with the Companies Act 2006. They are also responsible for

safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud

and other irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a strategic report, Directors’

report, Directors’ remuneration report and corporate

governance statement that comply with that law and

those regulations, and for ensuring that the Annual Report

includes information required by the AIM Rules and (where

applicable) the Disclosure Guidance and Transparency

Rules of the FCA.

The Directors are responsible for the maintenance

andintegrity of the corporate and financial information

included on the Company’s website. The work carried

out by the Auditor does not involve consideration of the

maintenance and integrity of this website and, accordingly,

the Auditor accepts no responsibility for any changes that

have occurred to the financial statements since they were

initially presented on the website. Visitors to the website

need to be aware that legislation in the UK covering the

preparation and dissemination of the financial statements

may differ from legislation in their jurisdiction.

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with

UK adopted international accounting standards and in

conformity with the requirements of the Companies Act

2006, give a true and fair view of the assets, liabilities,

financial position and profit of the Company (and Group

as a whole); and

• this Annual Report includes a fair review of the

development and performance of the business and the

position of the Company (and Group as a whole), together

with a description of the principal risks and uncertainties

that it faces.

The Directors consider that the Annual Report and

Financial Statements, taken as a whole, are fair, balanced

and understandable and provide the information

necessary for shareholders to assess the Company’s

position and performance, business model and strategy.

On behalf of the Board

Neil Kirton

Chairman

23 May 2022

Warehouse REIT plc Annual Report and Financial Statements 2022 101

Financial statements

Independent Auditor’s report

to the members of Warehouse REIT plc

Opinion on the financial statements

In our opinion:

• the financial statements give a true and fair view of the state

of the Group’s and of the Parent Company’s affairs as at

31March2022 and of the Group’s profit for the year

then ended;

• the Group financial statements have been properly

prepared in accordance with UK adopted international

accounting standards;

• the Parent Company financial statements have been

properly prepared in accordance with UK adopted

international accounting standards and as applied in

accordance with the provisions of the Companies Act

2006; and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements of Warehouse

REITPlc (the ‘Parent Company’) and its subsidiaries

(the ‘Group’) for the year ended 31 March 2022 which

comprise the consolidated statements of comprehensive

income, the consolidated and Company statements of

financial position, the consolidated and Company statement

of cash flows, the consolidated and Company statements

of changes in equity and notes to the financial statements,

including a summary of significant accounting policies.

The financial reporting framework that has been applied

in their preparation is applicable law and UK adopted

international accounting standards and as regards the Parent

Company financial statements, as applied in accordance with

the provisions of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable

law. Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit of the

financial statements section of our report. We believe that the

audit evidence we have obtained is sufficient and appropriate

to provide a basis for our opinion.

Independence

We remain independent of the Group and the Parent

Company in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the

UK, including the FRC’s Ethical Standard as applied to listed

entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that

the Directors’ use of the going concern basis of accounting

in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group and

the Parent Company’s ability to continue to adopt the going

concern basis of accounting included:

• using our knowledge of the Group and its market sector

together with the current general economic environment

to assess the Directors’ identification of the inherent risks

to the Group’s business and how these might impact the

Group’s ability to remain a going concern for the going

concern period, being the period to 31 May 2023, which is

at least 12 months from when the financial statements are

authorised for issue;

• obtaining an understanding of the Directors’ process for

assessing going concern including an understanding of the

key assumptions used;

• obtaining management’s going concern assessment and:

• assessing the Group’s forecast cash flows with reference

to historic performance and challenging the Directors’

forecast assumptions in comparison to the current

performance of the Group;

• testing the inputs into the forecasts for reasonableness

based on historic activity and corroboration to

contractual agreements;

• agreeing the Group’s available borrowing facilities and the

related terms and covenants to loan agreements;

• obtaining forecast covenant calculations to check for any

potential future covenant breaches. We also considered

the covenant compliance headroom for sensitivity to both

future changes in property valuations and the Group’s

future financial performance;

102 Warehouse REIT plc Annual Report and Financial Statements 2022

Opinion on the financial statements continued

Conclusions relating to going concern continued

• considering board minutes, and evidence obtained through the audit and challenging the Directors on the identification of

any contradictory information in the forecasts and the impact the going concern assessment;

• analysing the Directors’ stress testing calculations and challenging the assumptions made using our knowledge of the

business and of the current economic climate, to assess the reasonableness of the downside scenarios selected; and the

appropriateness of the Directors’ mitigating actions;

• considering the property acquisitions to which the Group is currently committed and the timeframe for completion,

evaluating the options being worked on by the Group to finance these acquisitions (including the debt refinancing exercise

being undertaken), and assessing the Group’s ability to successfully raise the finance required; and

• reviewing the disclosures in the financial statements relating to going concern to check that the disclosure is consistent with

the circumstances.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going

concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the

Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections

of this report.

Overview

Coverage 100% of Group profit before tax

100% of Group revenue

100% of Group total assets

Key audit matters

2022

Valuation of investment properties ✔

Revenue Recognition – rental income ✔

Materiality Group financial statements as a whole

£10.5 million based on 1% of total assets

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system

of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of

management override of internal controls, including assessing whether there was evidence of bias by the Directors that may

have represented a risk of material misstatement.

The Group operates in one segment, investment property, structured through a number of subsidiary entities and therefore we

treated the Group as one significant component. The Group audit engagement team performed all the work necessary to issue

the Group and Parent Company audit opinion, including undertaking all of the audit work on the risks of material misstatement

identified in the key audit matters section below.

Independent Auditor’s report continued

to the members of Warehouse REIT plc

Warehouse REIT plc Annual Report and Financial Statements 2022 103

Financial statements

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not

due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of

resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Key audit matter

How the scope of our audit

addressed the key audit matter

Valuation of investment

properties

As detailed in note 13 to

the consolidated financial

statements, the Group owns

a portfolio of investment

properties which are carried

at their fair value.

The Group’s accounting

policy for these properties

is described in note 13 to

the consolidated financial

statements.

The key judgements and

estimates in arriving at

the fair values are set out

in notes 2.2, 13 and 23 to

the consolidated financial

statements.

The Group has an investment property

portfolio of warehouses and light industrial

assets located across the United Kingdom.

This includes completed investment property

which is let, or available to let and is valued

using the income capitalisation method;

and development property and land which

is valued using the comparable method

supported, where appropriate, by a residual

development appraisal (which estimates the

gross development value of the completed

project less estimated costs to completion

andan appropriate developer’s margin).

The valuation of investment property requires

significant judgement and estimates by the

Directors and their independent valuer and is

therefore considered a significant risk due to

the subjective nature of certain assumptions

inherent in each valuation.

Any input inaccuracies or unreasonable

bases used in the valuation judgements

(such as in respect of estimated rental value

and yield profile applied) could result in a

material misstatement of the Group financial

statements.

There is also a risk that management may

influence the judgements and estimates

in respect of property valuations in order

to achieve property valuations and other

performance targets to meet market

expectations.

The valuation of investment properties was

therefore considered to be a key audit matter.

Our audit procedures included the following:

Experience of the valuer and relevance of its work

We assessed the valuer’s competence and capabilities

and read their terms of engagement with the Group,

to identify any matters that could have affected their

independence and objectivity or imposed scope

limitations upon them.

With the assistance of the real estate specialist within

our team, we read the valuation reports and assessed

whether the valuations had been prepared in accordance

with applicable valuation guidelines and IFRS 13 Fair

Value Measurement and they were appropriate for

determining the carrying value in the Group’s financial

statements.

Data provided to the valuer

We inspected that the data provided to the valuer by the

Investment Advisor was consistent with the information

provided to, and tested by, us. This data included inputs

such as current rent and lease term, which we have

agreed on a sample basis to executed lease agreements.

Assumptions and estimates used by the valuer

We developed yield expectations for each property using

available independent industry data, reports and details

of relevant comparable transactions in the market around

the year-end date.

We compared the key valuation assumptions against our

independently formed market expectations (by reference

to market data based on the location and specifics of

each property) and challenged the external valuers

where significant variances from these expectations were

identified. We corroborated their responses to supporting

documentation where appropriate.

The key valuation assumptions were the equivalent yields.

Additionally for development property and land, the key

valuation assumptions included land value comparables,

construction and other development costs and a

developer’s margin.

With the assistance of the real estate specialists within

our team, we met with the Group’s external valuers to

discuss and challenge the valuation methodology and key

assumptions and considered if there were any indicators

of undue management influence on the valuations.

Key observations

We did not identify any matters to suggest that the

valuation of the Group’s investment properties is

inappropriate.

104 Warehouse REIT plc Annual Report and Financial Statements 2022

Key audit matter

How the scope of our audit

addressed the key audit matter

Revenue Recognition –

rental income

Refer to note 3 for details

of the Group’s revenue,

including the accounting

policy.

The Group has multiple tenants across its

property portfolio.

Rental income is recognised on a straight-line

basis over the lease term for the Group’s

properties based upon rental agreements

that are in place. Management judgement is

required to determine the term over which

incentives should be recognised.

There is a risk that rental income is not

supported by underlying tenancy agreements

or is inappropriately recognised as a result of

errors in recording lease details in the tenancy

schedules or inappropriate judgements being

applied by management.

For these reasons we consider the recognition

of revenue from rental income to be a key

audit matter.

We obtained the tenancy schedule and the Investment

Advisor’s analysis of revenue recognised for each

property and performed the following:

• For a sample of tenants we reviewed the underlying

leases to confirm the accuracy of the tenancy schedule

inputs. We also agreed one rental receipt for each of

those tenants to bank statement.

• We developed an expectation of revenue to be

recognised in respect of each property based on the

tenancy schedule and compared this to the Investment

Advisor’s analysis of the rental income recognised,

corroborating explanations provided by the

Investment Advisor in respect of variances identified.

• We obtained the Investment Advisor’s schedule of

lease incentive adjustments, including rent free periods

and other rent concessions, and, for a sample,

we recalculated the adjustment and agreed the inputs

to the underlying lease documentation.

We considered the completeness of the schedule

based on information included in the tenancy schedule

and the underlying lease information obtained.

Where applicable we assessed the Investment

Advisor’s judgements against past and current tenant

behaviour in respect of the lease term over which the

incentives are recognised.

Key observations:

We did not identify any indicators to suggest that

revenue has been recognised inappropriately.

Independent Auditor’s report continued

to the members of Warehouse REIT plc

Opinion on the financial statements continued

An overview of the scope of our audit continued

Key audit matters continued

Warehouse REIT plc Annual Report and Financial Statements 2022 105

Financial statements

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic

decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower

materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these

levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and

the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance

materiality as follows:

Group financial statements Parent company financial statements

2022 2022

Materiality £10.5 million £3.7 million

Basis for determining materiality 1% of total assets 1% of total assets

Rationale for the benchmark applied We determined that total assets would be the most appropriate basis for determining

overall materiality as we consider it to be one of the principal considerations for users

of the financial statements in assessing the financial performance of the Group and the

Parent Company.

Performance materiality £7.35 million £2.59 million

Basis for determining performance materiality Overall performance materiality for the Group and Parent Company has been set at 70%

of materiality. This was on the basis of our risk assessment, together with our assessment

of the Group’s and Parent Company’s overall control environment.

Specific materiality

We also determined that for any items that could affect the calculation of Group’s European Public Real Estate (“EPRA”)

earnings, a misstatement of less than materiality for the financial statements as a whole, specific materiality, could influence

the economic decisions of users. We consider EPRA earnings to be a key performance measure of the Group. EPRA earnings

excludes the impact of the net surplus on revaluation of investment properties, profit on disposal of investment properties

and changes in the fair value of interest rate derivatives. As a result, we determined materiality for these items based on 5% of

EPRA earnings, amounting to £1.38 million for the Group. We further applied a performance materiality level of 70% of specific

materiality to ensure that the risk of errors exceeding specific materiality was appropriately mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £525,000 for

items audited to financial statement materiality, and £70,000 for items audited to specific materiality. We also agreed to report

differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

Other information

The Directors are responsible for the other information. The other information comprises the information included in

theannualreport and financial statements other than the financial statements and our auditor’s report thereon. Our opinion on

the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,

we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in

the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact.

We have nothing to report in this regard.

106 Warehouse REIT plc Annual Report and Financial Statements 2022

Corporate governance statement

As the Group has voluntarily adopted the AIC Code of Corporate Governance 2019 we are required to review the Directors’

statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to

the Parent Company’s compliance with the provisions of the AIC Code of Corporate Governance specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

governance statement is materially consistent with the financial statements or our knowledge obtained during the audit.

Going concern and

longer-term viability

• The Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and

any material uncertainties identified (set out on page 68); and

• The Directors’ explanation as to their assessment of the entity’s prospects, the period this assessment covers and

why the period is appropriate (set out on page pages 68 to 69).

Other Code

provisions

• Directors’ statement on fair, balanced and understandable set out on page 100;

• The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks (set out on

page 84);

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems (set out on page 84); and

• The section describing the work of the Audit Committee (set out on page pages 88 to 90).

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the

Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic Report and

Directors’ Report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial

statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in

the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.

Matters on which we

are required to report

by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us

to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have

not been received from branches not visited by us; or

• the Parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors

determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether

dueto fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Independent Auditor’s report continued

to the members of Warehouse REIT plc

Warehouse REIT plc Annual Report and Financial Statements 2022 107

Financial statements

Our audit procedures were designed to respond to risks of

material misstatement in the financial statements, recognising

that the risk of not detecting a material misstatement due to

fraud is higher than the risk of not detecting one resulting

from error, as fraud may involve deliberate concealment by,

forexample, forgery, misrepresentations or throughcollusion.

There are inherent limitations in the audit procedures

performed and the further removed non-compliance with laws

and regulations is from the events and transactions reflected

in the financial statements, the less likely we are to become

aware of it.

A further description of our responsibilities is available on the

Financial Reporting Council’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our

auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so

that we might state to the Parent Company’s members those

matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone

other than the Parent Company and the Parent Company’s

members as a body, for our audit work, for this report, or for

the opinions we have formed.

Richard Levy (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, United Kingdom

23 May 2022

BDO LLP is a limited liability partnership registered in England

and Wales (with registered number OC305127).

Extent to which the audit was capable of

detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line

with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below:

• We gained an understanding of the legal and regulatory

framework applicable to the Group and the industry

in which it operates, and considered the risk of acts by

the Group that were contrary to applicable laws and

regulations, including fraud.

• We considered the Group’s compliance with laws and

regulations that have a direct impact on the financial

statements including UK company law, the applicable

accounting framework, tax legislation (including the UK REIT

regime requirements) and the relevant listing Rules, and we

considered the extent to which non-compliance might have

a material effect on the Group financial statements.

• We designed audit procedures to identify instances

ofnon-compliance with such laws and regulations.

Ourprocedures included reviewing the financial statement

disclosures and accounting policies to identify instances of

management bias, and agreeing to underlying supporting

documentation where necessary. We reviewed minutes of

Board meetings held during and subsequent to the year

for any indicators of non-compliance and made enquiries

of management and of the Directors as to the risks of

non-compliance and any instances thereof.

• We considered the valuation of the investment property

portfolio, revenue recognition and management override

of internal controls to be significant risks to the audit.

Ourresponses to the valuation of investment properties

and revenue recognition are set out in the key audit matters

section above. We addressed the risk of management

override of internal controls by testing a sample of journal

entries processed during the year, agreeing to supporting

documentation and evaluating whether there was evidence

of bias by management or the Directors that represented a

risk of material misstatement due to fraud.

• We communicated relevant identified laws and regulations

and potential fraud risks to all engagement team

members and remained alert to any indications of fraud or

non-compliance with laws and regulations throughout the

audit. The engagement partner has assessed and confirmed

that the engagement team collectively had the appropriate

competence and capabilities to identify or recognise

non-compliance with laws and regulations.

108 Warehouse REIT plc Annual Report and Financial Statements 2022

Consolidated statement of comprehensive income

For the year ended 31 March 2022

Restated

Year ended Year ended

31 March 31 March

2022 2021

Continuing operations Notes £’000 £’000

Gross property income 3 48, 714 3 5 ,75 8

Service charge income 3 2,682 3 , 070

Service charge expense 4 (3 ,011) (3,435)

Net property income 48,3 85 35 , 393

Property operating expenses 4 (4 , 7 8 9) (4 , 2 47)

Gross profit 43 ,59 6 31 ,14 6

Administration expenses 4 (8 , 24 4) (6 , 3 24)

Operating profit before gains on investment properties 35, 352 24, 82 2

Fair value gains on investment properties 13 163,685 10 5,02 3

Realised loss on disposal of investment properties 13 — (5 0 4)

Operating profit 199,037 1 29 , 3 41

Finance income 7 321 26

Finance expenses 8 (8 ,1 5 4) (6 , 2 5 7)

Profit before tax 191 , 204 12 3,1 10

Taxation 9 — —

Total comprehensive income for the period 191, 20 4 123 ,11 0

Earnings per share (basic and diluted) (pence) 12 45 .0 35. 2

All items in the above statement derive from continuing operations. No operations were acquired or discontinued during

the year.

There is no other comprehensive income and therefore the profit for the year after tax is also the total comprehensive income.

The accompanying notes on pages 112 to 135 form an integral part of these financial statements.

Warehouse REIT plc Annual Report and Financial Statements 2022 109

Financial statements

Consolidated statement of financial position

As at 31 March 2022

31 March 31 March

2022 2021

Notes £’000 £’000

Assets

Non-current assets

Investment property 13 1 ,026,0 66 8 0 7, 0 6 3

Interest rate derivatives 337 16

1 ,026 ,4 03 8 07,07 9

Current assets

Cash and cash equivalents 14 16,7 06 2 7, 1 8 5

Trade and other receivables 15 9, 849 5 , 97 7

26, 555 33 ,1 62

Total assets 1,052 ,9 58 8 4 0 , 241

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings 16 (2 68 , 216) (219,09 9)

Other payables and accrued expenses 18 (16, 550) (1 7, 0 5 0)

Head lease liability 17 (1 4 , 2 0 0) (1 4 , 25 9)

(29 8, 966) (250 ,408)

Current liabilities

Other payables and accrued expenses 18 (6 , 8 55) (7, 5 7 3)

Deferred income 18 (7, 4 8 7) (7, 5 3 1)

Head lease liability 17 (69 6) (6 3 8)

(15,03 8) (1 5 , 74 2)

Total liabilities (314 ,004) (266, 150)

Net assets 738 ,95 4 5 74 , 0 9 1

Equity

Share capital 19 4, 249 4 , 249

Share premium 20 275 ,6 48 275 , 64 8

Retained earnings 21 459,05 7 294, 194

Total equity 73 8, 954 5 74 , 0 9 1

Number of shares in issue (thousands) 424, 8 62 424 , 8 62

Net asset value per share (basic and diluted) (pence) 22 173 .9 13 5 .1

These financial statements were approved by the Board of Directors of Warehouse REIT plc on 23 May 2022 and signed on its

behalf by:

Neil Kirton

Chairman

Company number: 10880317

The accompanying notes on pages 112 to 135 form an integral part of these financial statements.

110 Warehouse REIT plc Annual Report and Financial Statements 2022

Consolidated statement of changes in equity

For the year ended 31 March 2022

Share Share Retained

capital premium earnings Total

Notes £’000 £’000 £’000 £’000

Balance at 31 March 2020 2 ,4 03 7 4 ,0 28 1 86 , 68 8 26 3 ,11 9

Total comprehensive income — — 123 ,1 1 0 1 23 ,11 0

Ordinary shares issued 19, 20 1, 8 4 6 205 , 9 65 — 2 0 7 , 8 11

Share issue costs 20 — (4 , 3 45) — (4, 3 45)

Dividends paid 11 — — (1 5 ,6 04) (1 5, 60 4)

Balance at 31 March 2021 4, 249 275, 6 48 29 4 ,194 574,091

Total comprehensive income — — 1 91 , 20 4 19 1, 204

Ordinary shares issued 19, 20 — — — —

Share issue costs 20 — — — —

Dividends paid 11 — — (26 , 341) (26 , 341)

Balance at 31 March 2022 4, 2 49 275 ,6 48 45 9,057 73 8 ,9 54

In the prior period the capital reduction reserve and retained earnings were presented separately. As both amounts represent

distributable profits available to the members of the plc, the Directors have made the decision to present them together as

retained earnings.

The accompanying notes on pages 112 to 135 form an integral part of these financial statements.

Warehouse REIT plc Annual Report and Financial Statements 2022 111

Financial statements

Consolidated statement of cash flows

For the year ended 31 March 2022

Year ended Year ended

31 March 31 March

2022 2021

Notes £’000 £’000

Cash flows from operating activities

Operating profit 19 9,037 1 29 , 341

Adjustments to reconcile profit for the period to net cash flows:

Gains from change in fair value of investment properties 13 (163,685) (10 5,02 3)

Realised loss on disposal of investment properties 13 — 504

Head lease asset depreciation 4 181 134

Operating cash flows before movements in working capital 35 ,533 24 , 9 5 6

Increase in other receivables and prepayments (6, 3 1 8) (4 ,1 7 3)

(Increase)/decrease in other payables and accrued expenses (970) 3 , 41 5

Net cash flow generated from operating activities 2 8, 245 24 , 1 9 8

Cash flows from investing activities

Acquisition of investment properties (4 5 , 1 7 8) (2 24 , 8 0 3)

Capital expenditure (7, 5 3 6) (1 ,0 41)

Development expenditure (1,133) (1 , 3 6 8)

Disposal of investment properties — 15 ,9 45

Net cash used in investing activities (5 3 , 8 47) (2 1 1 , 2 67)

Cash flows from financing activities

Proceeds from issue of ordinary shares 19, 20 — 198, 834

Share issuance costs paid 19 — (4 , 3 4 5)

Bank loans drawn down 16 49, 000 7 3,300

Bank loans repaid 16 — (3 7, 8 0 0)

Interest received 7 — 26

Loan interest and other finance expenses paid (6, 087) (4 , 5 7 7)

Loan issue costs paid (392) (315)

Head lease payments (1,05 7) (74 8)

Dividends paid in the period 11 (26 , 3 41) (1 5 , 6 0 4)

Net cash flow generated from financing activities 15 ,1 23 2 0 8 ,77 1

Net increase in cash and cash equivalents (1 0, 47 9) 2 1 ,70 2

Cash and cash equivalents at start of the period 2 7, 1 8 5 5,4 83

Cash and cash equivalents at end of the period 14 16,7 06 2 7, 1 8 5

The accompanying notes on pages 112 to 135 form an integral part of these financial statements.

112 Warehouse REIT plc Annual Report and Financial Statements 2022

2.2 Changes to accounting standards

andinterpretations

There were a number of new standards and amendments

to existing standards which are required for the Group’s

accounting period beginning on 1 April 2021, which have

been considered and applied as follows:

Interest Rate Benchmark Reform – Phase 2 (Amendments

to various standards: IFRS 9 Financial Instruments, IAS

39 Financial Instruments; Recognition and Measurement,

IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance

Contracts and IFRS 16 Leases). The amendments address

issues that might affect financial reporting when an existing

interest rate benchmark is replaced with an alternative

benchmark interest rate. The Group’s borrowings have

transitioned from the LondonInterbank Offer Rate

(“LIBOR”) benchmark to the Sterling Overnight Index

Average (“SONIA”) benchmark. There have been negligible

costs involved in the borrowing facility transition and the

respective hedge instrument amendments. Within Phase 2,

a practical expedient was offered under B5.4.5 of IFRS 9,

whereby updating the effective interest rate was possible

without the needed for the Group to recognise an immediate

gain or loss. This practical expedient applies only to such a

change and only to the extent that it is necessary as a direct

consequence of interest rate benchmark reform, and the

new basis is economically equivalent to the previous basis.

Conceptual Framework for Financial Reporting

The Conceptual Framework is not a standard, and none

of the concepts contained therein override the concepts

or requirements in any standard. The revised Conceptual

Framework includes some new concepts, updated definitions

and recognition criteria for assets and liabilities and clarifies

some important concepts. These amendments had no impact

on the consolidated financial statements of the Group.

There are no other standards that are not yet effective

that would be expected to have a material impact on the

Group in the current or future reporting periods and on the

foreseeable future transaction.

Notes to the consolidated financial statements

For the year ended 31 March 2022

1. General information

Warehouse REIT plc is a closed-ended Real Estate Investment

Trust (“REIT”) with an indefinite life incorporated in England

and Wales on 24 July 2017. The Company began trading on

20September 2017. The registered office of the Company

is located at Beaufort House, 51 New North Road, Exeter

EX44EP. The Company’s shares are admitted to trading

onAIM, a market operated by the London Stock Exchange.

The Group’s consolidated financial statements for the year

ended 31 March 2022 comprise the results of the Company

and its subsidiaries (together constituting the “Group”)

and were approved by the Board and authorised for issue

on 23 May 2022. The nature of the Group’s operations and

its principal activities are set out in the strategic report on

pages1 to 69.

2. Basis of preparation

These financial statements are prepared in accordance

with UK adopted international accounting standards and

in conformity with the requirements of the Companies Act

2006. The financial statements have been prepared under

the historical cost convention, except for the revaluation

of investment properties and financial instruments that are

measured at revalued amounts or fair values at the end of

each reporting period, as explained in the accounting policies

below. Historical cost is generally based on the fair value of

the consideration given in exchange for goods and services.

The audited financial statements are presented in Pound

Sterling and all values are rounded to the nearest thousand

pounds (£’000), except when otherwise indicated.

2.1 Going concern

The Directors have made an assessment of the Group’s ability

to continue as a going concern. They carefully considered areas

of potential financial risk and reviewed cash flow forecasts,

evaluating a number of scenarios which included extreme

downside sensitivities in relation to rental cash collection,

making no acquisitions or discretionary capital expenditure

andminimum dividend distributions under the REIT rules.

Accordingly, based on this information, and in light of

mitigating actions available and the reasonable expectation

that the Group refinancing will be available when required, the

Directors have a reasonable expectation that the Group and

the Company have adequate resources to continue in business

for a period at least 12 months from the date of approval

of the Annual Report and Financial Statements (see going

concern for details on pages 68and69).

Furthermore, the Directors are not aware of any material

uncertainties that may cast significant doubt upon the Group’s

ability to continue as a going concern. Therefore, the financial

statements have been prepared on the going concern basis.

Warehouse REIT plc Annual Report and Financial Statements 2022 113

Financial statements

2.4 Summary of significant accounting policies

The principal accounting policies applied in the preparation

of these financial statements are stated in the notes to the

financial statements.

a) Basis of consolidation

The Company does not meet the definition of an investment

entity and therefore does not qualify for the consolidation

exemption under IFRS 10. The consolidated financial

statements comprise the financial statements of the Group

and its subsidiaries as at 31 March 2022. Subsidiaries are

consolidated from the date of acquisition, being the date

onwhich the Group obtained control, and will continue to

beconsolidated until the date that such control ceases.

Aninvestor controls an investee when the investor is exposed,

or has rights, to variable returns from its involvement with

the investee and has the ability to affect those returns

through its power over the investee. In preparing these

financial statements, intra-group balances, transactions

andunrealisedgains or losses have been eliminated in full.

Allsubsidiaries have the same year end as the Company.

Uniform accounting policies are adopted in the financial

statements for like transactions and events in similar

circumstances.

2.3 Significant accounting judgements

and estimates

The preparation of these financial statements in accordance

with IFRS requires the Directors of the Company to make

judgements, estimates and assumptions that affect the

reported amounts recognised in the financial statements.

However, uncertainty about these assumptions and estimates

could result in outcomes that require a material adjustment to

the carrying amount of the asset or liability in the future.

Judgements

In the course of preparing the financial statements, no

judgements have been made in the process of applying

the Group’s accounting policies, other than those involving

estimations, that have had a significant effect on the amounts

recognised in the financial statements.

Estimates

In the process of applying the Group’s accounting policies,

the Investment Advisor has made the following estimates

which have the most significant risk of material change to

the carrying value of assets recognised in the consolidated

financial statements:

Valuation of property

The valuations of the Group’s investment property are

at fair value as determined by the external independent

valuer on the basis of market value in accordance with

the internationally accepted RICS Valuation – Professional

Standards January 2020 (incorporating the International

Valuation Standards) and in accordance with IFRS 13.

Thekeyestimates made by the valuer are the ERV and

equivalent yields of each investment property, and land

values per acre for development properties. The valuers have

considered the impact of climate change and that this has not

had a material impact on the valuation at the current time.

Seenotes 13 and 23 for further details.

114 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

2. Basis of preparation continued

2.4 Summary of significant accounting policies continued

b) Functional and presentation currency

The overall objective of the Group is to generate returns in Pound Sterling and the Group’s performance is evaluated in Pound

Sterling. Therefore, the Directors consider Pound Sterling as the currency that most faithfully represents the economic effects

of the underlying transactions, events and conditions and have therefore adopted it as the functional and presentation currency.

c) Segmental reporting

The Directors are of the opinion that the Group is engaged in a single segment of business, being the investment in and

provision of UK urban warehouses.

2.5 Restatement of financial statements

Following a review of the Group’s accounting policy for recognition of service charge income, it has been identified that

the nature of the arrangements with the Property Managers and occupiers is such that the Group is acting as the principal

in respectof the provision of services. Service charge income should therefore be accounted for gross in the consolidated

statement of comprehensive income. This income had previously been netted off related expenditure. The comparatives have

been restatedto gross up income and expenditure by £3.1 million. There is no impact on reported profit for the year ended

31March2021 or net assets at that date.

3. Property income

Restated

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Rental income 44,020 34,225

Insurance recharged 1,507 930

Dilapidation income 3,187 603

Gross property income 48,714 35,758

Service charge income 2,682 3,070

Total property income 51,396 38,828

Accounting policy

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the

lease term and is included in gross property income in the Group statement of comprehensive income. Initial direct costs

incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same

basis as the lease income. Rental income is invoiced in advance and for all rental income that relates to a future period,

this is deferred and appears with current liabilities on the Group statement of financial position.

For leases which contain fixed or minimum uplifts, the rental income arising from such uplifts is recognised on a

straight-line basis over the lease term. A rental adjustment is recognised from the rent review date in relation to unsettled

rent reviews, once the rental uplifts are agreed.

Occupier lease incentives are recognised as an adjustment of rental revenue on a straight-line basis over the term of the

lease. The lease term is the non-cancellable period of the lease together with any further term for which the occupier

has the option to continue the lease where, at the inception of the lease, the Directors are reasonably certain that the

occupier will exercise that option.

Insurance income is recognised in the accounting period in which the services are rendered.

Amounts received from occupiers to terminate leases or to compensate for dilapidations are recognised in the Group

statement of comprehensive income when the right to receive them arises, typically at the cessation of the lease.

Service charge income is recognised when the related recoverable expenses are incurred. The Group acts as the principal

in service charge transactions as it directly controls the delivery of the services at the point at which they are provided to

the occupier.

Warehouse REIT plc Annual Report and Financial Statements 2022 115

Financial statements

4. Property operating and administration expenses

Restated

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Service charge expenses 3,011 3,435

Premises expenses 2,313 2,326

Insurance 1,558 1,047

Rates 490 339

Utilities 87 136

Loss allowance on trade receivables 341 399

Property operating expenses 4,789 4,247

Investment Advisor fees 6,484 4,393

Directors’ remuneration 175 150

Head lease asset depreciation 181 134

Other administration expenses 1,404 1,647

Administration expenses 8,244 6,324

Total 16,044 14,006

Details of how the Investment Advisory fees are calculated are disclosed in note 27.

Accounting policy

All property operating expenses and administration expenses are charged to the consolidated statement of

comprehensive income and are accounted for on an accruals basis.

Property expenses are costs incurred by the Group that are not directly recoverable from an occupier, as well as

professional fees relating to the letting of our estates.

5. Directors’ remuneration

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Neil Kirton 47 45

Lynette Lackey 37 35

Martin Meech 37 35

Aimée Pitman 37 35

Total 158 150

A summary of the Directors’ emoluments, including the disclosures required by the Companies Act 2006, is set out in the

Directors’ remuneration report. The Group had no employees in either period.

116 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

6. Auditor’s remuneration

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Audit fee 148 152

Total 148 152

The Group reviews the scope and nature of all proposed non-audit services before engagement, to ensure that the

independence and objectivity of the Auditor are safeguarded. Audit fees are comprised of the following items:

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Group year-end Annual Report and Financial Statements 130 122

Subsidiary accounts 18 30

Total 148 152

Non-audit fees are comprised of the following:

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Tax advice — 163

Services provided as reporting accountant on equity raise — 45

Services provided as reporting accountant on postponed equity raise — 13

Total — 221

The Group’s Auditor for the year ended 31 March 2022 was BDO LLP (31 March 2021: Deloitte LLP).

7. Finance income

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Income from cash and short-term deposits — 26

Change in fair value of interest rate derivatives 321 —

Total 321 26

Accounting policy

Interest income is recognised on an effective interest rate basis and shown within the Group statement of comprehensive

income as finance income.

Warehouse REIT plc Annual Report and Financial Statements 2022 117

Financial statements

8. Finance expenses

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Loan interest 5,816 4,512

Head lease interest 1,030 1,016

Loan arrangement fees amortised 898 721

Loan arrangement fees expensed 392 —

Bank charges 18 2

8,154 6,251

Change in fair value of interest rate derivatives — 6

Total 8,154 6,257

Accounting policy

Any finance costs that are separately identifiable and directly attributable to an asset which takes a period of time to

complete are amortised as part of the cost of the asset. All other finance costs are expensed in the period in which they

occur. Finance costs consist of interest and other costs that an entity incurs in connection with bank and other borrowings.

Fair value movements on derivatives are recorded in finance expenses or in finance income depending onthe fair value

movement during the year.

9. Taxation

Corporation tax has arisen as follows:

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Corporation tax on residual income — —

Total — —

Reconciliation of tax charge to profit before tax:

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Profit before tax 191,204 123,110

Corporation tax at 19.0% (2021: 19.0%) 36,329 23,392

Change in value of investment properties (31,092) (19,860)

Tax-exempt property rental business (5,237) (3,532)

Total — —

Accounting policy

Corporation tax is recognised in the consolidated statement of comprehensive income except where in certain

circumstances corporation tax may be recognised in other comprehensive income.

As a REIT, the Group is exempt from corporation tax on the profits and gains from its property rental business, provided

it continues to meet certain conditions as per the REIT regulations.

Non-qualifying profits and gains of the Group continue to be subject to corporation tax. Therefore, current tax is the

expected tax payable on the non-qualifying taxable income for the period, if applicable, using tax rates enacted or

substantively enacted at the balance sheet date.

118 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

10. Operating leases

Operating lease commitments – as lessor

The Group has entered into commercial property leases on its investment property portfolio. These non-cancellable leases have

a remaining term of up to 15 years.

Future minimum rentals receivable under non-cancellable operating leases as at 31 March 2022 are as follows:

31 March 31 March

2022 2021

£’000 £’000

Within one year 42,364 40,530

Between one and two years 35,838 35,046

Between two and three years 27,002 29,182

Between three and four years 21,154 21,625

Between four and five years 17,058 17,059

More than five years 58,219 62,818

Total 201,635 206,260

11. Dividends

Pence

For the year ended 31 March 2022 per share £’000

Third interim dividend for year ended 31 March 2021 paid on 1 April 2021 1.55 6,585

Fourth interim dividend for year ended 31 March 2021 paid on 30 June 2021 1.55 6,586

First interim dividend for year ended 31 March 2022 paid on 1 October 2021 1.55 6,585

Second interim dividend for year ended 31 March 2022 paid on 30 December 2021 1.55 6,585

Total dividends paid during the year 6.2 26,341

Paid as:

Property income distributions 6.2 26,341

Non-property income distributions — —

Total 6.2 26,341

Pence

For the year ended 31 March 2021 per share £’000

Fourth interim dividend for year ended 31 March 2020 paid on 3 July 2020 1.60 3,844

First interim dividend for year ended 31 March 2021 paid on 2 October 2020 1.55 5,880

Second interim dividend for year ended 31 March 2021 paid on 31 December 2020 1.55 5,880

Total dividends paid during the year 4.70 15,604

Paid as:

Property income distributions 4.70 15,604

Non-property income distributions — —

Total 4.70 15,604

As a REIT, the Group is required to pay PIDs equal to at least 90% of the property rental business profits of the Group.

A third interim property income dividend for the year ended 31 March 2022 of 1.55 pence per share was declared on

4February2022 and paid on 1 April 2022.

Accounting policy

Dividends due to the Company’s shareholders are recognised when they become payable.

Warehouse REIT plc Annual Report and Financial Statements 2022 119

Financial statements

12. Earnings per share

Basic EPS is calculated by dividing profit for the period attributable to ordinary shareholders of the Company by the weighted

average number of ordinary shares during the period. As there are no dilutive instruments in issue, basic and diluted EPS

areidentical.

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

IFRS earnings 191,204 123,110

EPRA earnings adjustments:

Loss on disposal of investment properties — 504

Fair value gains on investment properties (163,685) (105,023)

Changes in fair value of interest rate derivatives (321) 6

EPRA earnings 27,198 18,597

Group-specific earnings adjustments:

None — —

Adjusted earnings 27,198 18,597

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Basic IFRS EPS 45.0 35.2

Diluted IFRS EPS 45.0 35.2

EPRA EPS 6.4 5.3

Adjusted EPS 6.4 5.3

Year ended Year ended

31 March 31 March

2022 2021

Number Number

of shares of shares

Weighted average number of shares in issue (thousands) 424,862 349,648

13. UK investment property

Completed

Development

Total

investment property investment

property and land property

£’000 £’000 £’000

Investment property valuation brought forward as at 1 April 2021 751,930 40,870 792,800

Acquisition of properties 30,027 13,364 43,391

Capital expenditure 6,467 1,103 7,570

Movement in rent incentives 4,545 (6) 4,539

Fair value gains on revaluation of investment property 120,066 43,619 163,685

Total portfolio valuation per valuer’s report 913,035 98,950 1,011,985

Adjustment for head lease obligations 14,081 — 14,081

Carrying value at 31 March 2022 927,116 98,950 1,026,066

120 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

13. UK investment property continued

Completed Development Total

investment property investment

property and land property

£’000 £’000 £’000

Investment property valuation brought forward as at 1 April 2020 433,550 16,970 450,520

Acquisition of properties 229,272 17,293 246,565

Capital expenditure 1,938 625 2,563

Disposal of properties (16,455) — (16,455)

Movement in rent incentives 4,584 — 4,584

Fair value gains on revaluation of investment property 99,041 5,982 105,023

Total portfolio valuation per valuer’s report 751,930 40,870 792,800

Adjustment for head lease obligations 14,263 — 14,263

Carrying value at 31 March 2021 766,193 40,870 807,063

Included within the carrying value of investment properties as at 31 March 2022 is £9.1 million (31 March 2020: £4.6 million)

in respect to rent incentives as a result of the IFRS treatment of leases with rent-free periods, which require recognition on a

straight-line basis over the lease term. The difference between this and cash receipts change the carrying value of the property

which revaluations are measured.

All investment properties are charged as collateral on the Group’s borrowings. One asset is also subject to a second ranking

charge in relation to deferred consideration outstanding. See note 18 for further details.

Realised loss on disposal of investment properties

31 March 31 March

2022 2021

£’000 £’000

Net proceeds from disposals of investment property during the year — 15,951

Carrying value of disposals — (16,455)

Realised loss on disposal of investment properties — (504)

Warehouse REIT plc Annual Report and Financial Statements 2022 121

Financial statements

Accounting policy

Investment property comprises property held to earn rental income or for capital appreciation, or both. Investment

properties are recognised upon legal completion of the contract, where costs are reliably measured and future economic

benefits that are associated with the property flow to the entity. Investment properties are measured initially at cost

including transaction costs. Transaction costs include transfer taxes and professional fees to bring the property to the

condition necessary for it to be capable of operating. The carrying amount also includes the cost of replacing part of an

existing investment property at the time that cost is incurred, if the recognition criteria are met.

Development property and land is where the whole or a material part of an estate is identified as having potential

for development. Assets are classified as such until development is completed and they have the potential to be fully

income generating. Development property and land is measured at fair value if the fair value is considered to be reliably

determinable. Where the fair value cannot be determined reliably but where it is expected that the fair value of the property

will be reliably determined when construction is completed, the property is measured at cost less any impairment until

the fair value becomes reliably determinable or construction is completed, whichever is earlier. It is the Group’s policy not

to capitalise overheads or operating expenses and no such costs were capitalised in either the year ended 31 March 2022

ortheyear ended 31 March 2021.

Subsequent to initial recognition, investment property is stated at fair value (see note 23). Gains or losses arising from

changes in the fair values are included in the consolidated statement of comprehensive income in the period in which they

arise under IAS 40 Investment Property.

Investment properties cease to be recognised when they have been disposed of or withdrawn permanently from use and no

future economic benefit is expected. Gains or losses on the disposal of investment property are determined as the difference

between net disposal proceeds and the carrying value of the asset.

Movements in rent incentives are presented within the total portfolio valuation.

Where an investment property is held under a leasehold interest, the headlease is initially recognised as an asset at cost plus

the present value of minimum ground rent payments and is subsequently measured at fair value. The corresponding rental

liability to the head leaseholder is included in the balance sheet as a finance lease obligation (see note 17).

14. Cash and cash equivalents

31 March 31 March

2022 2021

£’000 £’000

Unrestricted cash and cash equivalents 10,787 21,260

Restricted cash and cash equivalents 5,919 5,925

Total 16,706 27,185

Restricted cash comprises £5.9 million (2021: £5.9 million) of cash held by the Company’s Registrar to fund the shareholder

dividend, less withholding tax, which was paid on 1 April 2022 as disclosed in note 11.

Accounting policy

Cash and cash equivalents comprise cash at bank and short-term deposits with banks and other financial institutions,

with an initial maturity of three months or less.

122 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

15. Trade and other receivables

31 March 31 March

2022 2021

£’000 £’000

Rent and insurance receivables 5,445 4,193

Payments in advance of property completion 2,090 22

Occupier deposits 535 593

Prepayments 198 193

Other receivables 1,581 976

Total 9,849 5,977

The rent and insurance receivables balance represents gross receivables of £6,2 million (31 March 2021: £5.1 million), net of

a provision for doubtful debts of £0.8 million (31 March 2021: £0.9 million).

Payments in advance of property completion represent the deposits paid to vendors upon exchange of purchase contracts.

Accounting policy

Rent and other receivables are recognised at their original invoiced value and become due based on the terms of the

underlying lease or at the date of invoice.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses, using a lifetime expected credit loss

provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based

on similar credit risk and ageing.

The expected loss rates are based on the Group’s historical credit losses experienced over the two-year period prior to the

year end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors

affecting the Group’s customers.

Warehouse REIT plc Annual Report and Financial Statements 2022 123

Financial statements

16. Interest-bearing loans and borrowings

31 March 31 March

2022 2021

£’000 £’000

At the beginning of the year 222,000 186,500

Drawn in the year 49,000 73,300

Repaid in the year — (37, 800)

Interest-bearing loans and borrowings 271,000 222,000

Unamortised fees at the beginning of the year (2,901) (3,310)

Loan arrangement fees paid in the year (781) (363)

Amortisation charge for the year 898 772

Unamortised loan arrangement fees (2,784) (2,901)

Loan balance less unamortised loan arrangement fees 268,216 219,099

During the year, the Company transitioned all of its borrowings subject to a variable rate of interest from LIBOR to SONIA.

SONIAis an overnight rate, whereas LIBOR was a term rate. SONIA is close to a risk-free measure of borrowing costs. It is

compounded over a lending period to produce a backward-looking term interest rate.

From 1 January 2022, all borrowings under these agreements will attract a margin of 2.0%–2.2% per annum above SONIA,

plusacredit adjustment spread equal to 11.93 bps. It is expected that this change in risk-free rate will not lead to a material

change in overall borrowing costs.

The Group has a debt facility with a club of four banks: HSBC, Bank of Ireland, Royal Bank of Canada and Barclays. The facility

runs for five years from January 2020 and comprises an RCF of £138.0 million and a term loan of £182.0 million. The facility will

expire on 22 January 2025 with an option to extend the duration by a further two years, subject to lender consent. The facilities

are secured on all properties within the portfolio.

As at 31 March 2022, there is £49.0 million (31 March 2021: £23.0 million) available to draw.

The loan principal is repayable in January 2025, however the facility has an option to extend for a further two years.

The debt facility includes interest cover and market value covenants that are measured at a Group level. The Group has

complied with all covenants throughout the financial period.

Accounting policy

Loans and borrowings are initially recognised at the proceeds received net of directly attributable transaction costs.

Loans and borrowings are subsequently measured at amortised cost with interest charged to the consolidated statement

of comprehensive income at the effective interest rate, and shown within finance costs. Transaction costs are spread over

the term of the loan.

124 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

17. Head lease obligations

The following table analyses the present value of minimum lease payments under non-cancellable head leases using an average

discount rate of 6.91% for each of the following periods:

31 March 31 March

2022 2021

£’000 £’000

Current liabilities

Within one year 696 638

Non-current liabilities

After one year but not more than five years 2,931 3,268

Later than five years 11,269 10,991

14,200 14,259

Total head lease obligations 14,896 14,897

31 March 31 March

2022 2021

£’000 £’000

Head lease liability – opening balance 14,897 8,807

Cash flows

Non-cash movements (1,057) (748)

Interest 1,030 1,016

Additions — 6,037

Disposals — (242)

Head lease accrual 26 27

Head lease obligations – closing balance 14,896 14,897

The following table analyses the minimum undiscounted lease payments under non-cancellable head leases for each of the

following periods:

31 March 31 March

2022 2021

£’000 £’000

Current liabilities

Within one year 1,053 1,031

Non-current liabilities

After one year but not more than five years 4,211 4,211

Later than five years 85,526 86,578

Total 90,790 91,820

The fair value of the Group’s lease obligations is estimated to be equal to its carrying value.

Accounting policy

At the commencement date, head lease obligations are recognised at the present value of future lease payments using

the discount rate implicit in the lease, if determinable, or, if not, the property-specific incremental borrowing rate.

Warehouse REIT plc Annual Report and Financial Statements 2022 125

Financial statements

18. Other liabilities – other payables and accrued expenses, provisions and deferred income

31 March 31 March

2022 2021

£’000 £’000

Administration expenses payable 2,576 1,979

Capital expenses payable 2,042 2,363

Loan interest payable 1,444 915

Property operating expenses payable 465 1,580

Other expenses payable 328 736

Total other payables and accrued expenses – current 6,855 7,573

Other payables and accrued expenses are initially recognised at fair value and subsequently held at amortised cost.

31 March 31 March

2022 2021

£’000 £’000

Capital expenses payable 16,550 17,050

Total other payables and accrued expenses – non-current 16,550 17,050

During the year ended 31 March 2021, the Group had exchanged contracts to acquire land for £15.0 million. The first two

instalments were paid for a total of £1.5 million in the year ended 31 March 2021 with a further £1.0 million paid on 26August 2021.

Of the £12.5 million outstanding, £500,000 is due inSeptember2022 and is included with current capital expenses payable.

In addition, capital expenses payable includes deferred consideration of £4.5 million in relation to a property acquired during

the year ended 31 March 2020. The deferred consideration is due in September 2023, or earlier if the property is sold before

that date. The consideration is secured on a second ranking charge over the asset. The impact of discounting the deferred

consideration balances would not be material.

31 March 31 March

2022 2021

£’000 £’000

Total deferred income 7, 487 7, 531

Accounting policy

Deferred consideration is discounted where the impact is material to the financial statements.

Deferred income is rental income received in advance during the accounting period. The income is deferred and is

unwound to revenue on a straight-line basis over the period in which it is earned.

19. Share capital

Share capital is the nominal amount of the Company’s ordinary shares in issue.

31 March 31 March

2022 2021

Ordinary shares of £0.01 each Number £’000 Number £’000

Authorised, issued and fully paid:

At the start of the period 424,861,650 4,249 240,254,043 2,403

Shares issued — — 177,025,308 1,770

In specie share issue — — 7, 582, 299 76

Balance at the end of the period 424,861,650 4,249 424,861,650 4,249

The share capital comprises one class of ordinary shares. At general meetings of the Company, ordinary shareholders are

entitled to one vote on a show of hands and on a poll, to one vote for every share held. There are no restrictions on the size

ofashareholding or the transfer of shares, except for the UK REIT restrictions.

126 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

20. Share premium

Share premium comprises the following amounts:

31 March 31 March

2022 2021

£’000 £’000

At the start of the period 275,648 74,028

Shares issued — 197,064

In specie share issue — 8,901

Share issue costs — (4, 345)

Share premium 275,648 275,648

Share premium represents the excess over nominal value of the fair value of the consideration received for equity shares net of

direct issue costs.

21. Retained earnings

Retained earnings comprise the following cumulative amounts:

31 March 31 March

2022 2021

£’000 £’000

Capital reduction reserve 161,149 161,149

Total unrealised gains on investment properties 289,378 125,693

Total unrealised gain/(loss) on interest rate caps 196 (125)

Total realised profits 76,554 49,356

Dividends paid from revenue profits (68,220) (41, 879)

Retained earnings 489,057 294,194

Retained earnings represent the profits of the Group less dividends paid from revenue profits to date.

Unrealised gains on the revaluation of investment properties and interest rate caps contained within this reserve are not

distributable until any gains crystallise on the sale of the investment property, interest rate caps and the capital reduction

reserve is a distributable reserve established upon cancellation of the share premium of the Company on 17 November 2017.

22. Net asset value per share

Basic NAV per share amounts are calculated by dividing net assets attributable to ordinary equity holders of the Company

in the statement of financial position by the number of ordinary shares outstanding at the end of the period. As there are no

dilutive instruments in issue, basic and diluted NAV per share are identical.

31 March 31 March

2022 2021

£’000 £’000

IFRS net assets attributable to ordinary shareholders 738,954 574,091

IFRS net assets for calculation of NAV 738,954 574,091

Adjustment to net assets:

Fair value of interest rate derivatives (337) (16)

EPR A NTA 738,617 574,075

Warehouse REIT plc Annual Report and Financial Statements 2022 127

Financial statements

31 March 31 March

2022 2021

£’000 £’000

Pence Pence

IFRS basic and diluted NAV per share (pence) 173.9 135.1

EPRA NTA per share (pence) 173.8 135.1

31 March 31 March

2022 2021

Number Number

of shares of shares

Number of shares in issue (thousands) 424,862 424,862

23. Fair value

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The following methods and assumptions were used to

estimate the fair values.

The fair value of cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate their

carrying amounts due to the short-term maturities of these instruments.

Interest-bearing loans and borrowings are disclosed at amortised cost. The carrying value of the loans and borrowings

approximate their fair value due to the contractual terms and conditions of the loan. The loans are at variable interest rates

of2.0% to 2.2% above SONIA.

Six-monthly valuations of investment property are performed by CBRE, accredited independent external valuers with

recognised and relevant professional qualifications and recent experience of the location and category of the investment

property being valued. The valuations are the ultimate responsibility of the Directors however, who appraise these every

sixmonths.

The valuation of the Group’s investment property at fair value is determined by the independent external valuer on the basis

of market value in accordance with the internationally accepted RICS Valuation – Professional Standards January 2020

(incorporating the International Valuation Standards).

Completed investment properties are valued by adopting the ‘income capitalisation’ method of valuation. This approach

involves applying capitalisation yields to current and future rental streams, net of income voids arising from vacancies or

rent-free periods and associated running costs. These capitalisation yields and future rental values are based on comparable

property and leasing transactions in the market using the valuer’s professional judgement and market observations.

Other factors taken into account in the valuations include the tenure of the property, tenancy details and ground and

structuralconditions.

Development property and land has been valued by adopting the ‘comparable method’ of valuation and where appropriate

supported by a ‘residual development appraisal’. The comparable method involves applying a sales rate per acre to relevant

sites supported by comparable land sales. Residual development appraisals have been completed where there is sufficient

clarity regarding planning and an identified or indicative scheme. In a similar manner to ‘income capitalisation’, development

inputs include the capitalisation of future rental streams with an appropriate yield to ascertain a gross development value.

The costs associated with bringing a scheme to the market are then deducted, including construction costs, professional fees,

finance and developer’s profit, to provide a residual site value.

The fair value of the interest rate contracts is recorded in the statement of financial position and is determined by forming an

expectation that interest rates will exceed strike rates and discounting these future cash flows at the prevailing market rates as

at the year end.

128 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

23. Fair value continued

The following tables show an analysis of the fair values of investment properties and interest rate derivatives recognised in the

statement of financial position by level of the fair value hierarchy

31 March 2022

Level 1 Level 2 Level 3 Total

Assets and liabilities measured at fair value £’000 £’000 £’000 £’000

Investment properties — — 1,011,985 1,011,985

Interest rate derivatives — 337 — 337

Total — 337 1,011,985 1,012,322

31 March 2021

Level 1 Level 2 Level 3 Total

Assets and liabilities measured at fair value £’000 £’000 £’000 £’000

Investment properties — — 792,800 792,800

Interest rate derivatives — 16 — 16

Total — 16 792,800 792,816

1. Explanation of the fair value hierarchy:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 – use of a model with inputs (other than quoted prices included in Level 1) that are directly or indirectly observable market data; and

• Level 3 – use of a model with inputs that are not based on observable market data.

Sensitivity analysis to significant changes in unobservable inputs within

the valuation of investment properties

The following table analyses:

• the fair value measurements at the end of the reporting period;

• a description of the valuation techniques applied;

• the inputs used in the fair value measurement, including the ranges of rent charged to different units within the same

building;and

• for Level 3 fair value measurements, quantitative information about significant unobservable inputs used in the fair

valuemeasurement.

Fair value Valuation Key unobservable

31 March 2022 £’000 technique inputs Range

Completed £913,035 Income capitalisation ERV £3.00 per sq ft-£17.50 per sq ft

investment property Equivalent yield 3.5%-13.23%

Development property £98,950 Comparable method/ Sales rate per acre £300,000-£1,750,000

and land residual method

£1,011,985

Fair value Valuation Key unobservable

31 March 2021 £’000 technique inputs Range

Completed £751,930 Income capitalisation ERV £2.44 per sq ft-£10.91 per sq ft

investment property Equivalent yield 4.1%-15.0%

Development property £40,870 Comparable method/ Sales rate per acre £220,000-£710,000

and land residual method

£792,800

Warehouse REIT plc Annual Report and Financial Statements 2022 129

Financial statements

Significant increases/decreases in the ERV (per sq ft per annum) and rental growth per annum in isolation would result in a

significantly higher/lower fair value measurement. Significant increases/decreases in the long-term vacancy rate and discount

rate (and equivalent yield) in isolation would result in a significantly higher/lower fair value measurement.

Generally, a change in the assumption made for the ERV is accompanied by:

• a similar change in the rent growth per annum and discount rate (and exit yield); and

• an opposite change in the long-term vacancy rate.

The table below sets out a sensitivity analysis for each of the key sources of estimation uncertainty with the resulting increase/

(decrease) in the fair value of completed investment property:

As at 31 March 2022

Increase in Decrease in

sensitivity sensitivity

Completed investment property £’000 £’000

Change in ERV of 5% 45,652 (45,652)

Change in net equivalent yields of 25 basis points (48,513) 43,630

Increase in Decrease in

sensitivity sensitivity

Development property and land £’000 £’000

Change in sales rate per acre of 5% 4,751 (4,751)

As at 31 March 2021

Increase in Decrease in

sensitivity sensitivity

Completed investment property £’000 £’000

Change in ERV of 5% 31,963 (42,684)

Change in net equivalent yields of 25 basis points (37,655) 30,232

Increase in Decrease in

sensitivity sensitivity

Development property and land £’000 £’000

Change in sales rate per acre of 5% 1,954 (1,954)

Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value

hierarchy amount to £163,685,000 (31 March 2021: £105,023,000) and are presented in the consolidated statement of

comprehensive income in line item ‘fair value gains on investment properties’.

All gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair

value hierarchy are attributable to changes in unrealised gains or losses relating to investment property held at the end of

thereporting period.

The carrying amount of the Group’s assets and liabilities is considered to be the same as their fair value.

All gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair

value hierarchy are attributable to changes in unrealised gains or losses relating to investment property held at the end of

thereporting period.

The carrying amount of the Group’s assets and liabilities is considered to be the same as their fair value.

130 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

24. Financial risk management objectives and policies

The Group’s principal financial liabilities are loans and borrowings. The main purpose of the Group’s loans and borrowings is to

finance the acquisition of the Group’s property portfolio. The Group has trade and other receivables, trade and other payables

and cash and short-term deposits that arise directly from its operations.

The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk. The Board of Directors reviews and agrees

policies for managing each of these risks, which are summarised below.

Market risk

The Group’s activities expose it primarily to the financial risks of changes in interest rates. The Group enters into a variety of

derivative financial instruments to manage its exposure to interest rate risk. There has been no change to the Group’s exposure

to market risks or the manner in which these risks are managed and measured.

Interest rate risk

Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest

rates. The Group’s exposure to the risk of changes in market interest rates relates to its variable rate bank loans. In order to

address interest rate risk, the Group has entered into interest rate cap instruments.

The instruments have a combined notional value of £60.0 million, with £30.0 million at a strike rate of 1.50% and a termination

date of 21 November 2022 and £30.0 million at a strike rate of 1.75% and a termination date of 21 November 2023.

Changes in interest rates may have an impact on consolidated earnings over the longer term. The table below provides

indicative sensitivity data.

2022 2021

Increase in Decrease in Increase in Decrease in

interest interest interest interest

rates by 1% rates by 1% rates by 1% rates by 1%

Effect on profit before tax: £’000 £’000 £’000 £’000

Increase/(decrease) (2,498) 2,498 (1,850) 1,850

Credit risk

Credit risk is the risk that a counterparty or occupier will cause a financial loss to the Group by failing to meet a commitment it

has entered into with the Group.

All cash deposits are placed with approved counterparties, currently HSBC Bank plc. In respect of property investments, in the

event of a default by a occupier, the Group will suffer a shortfall and additional costs concerning re-letting of the property.

The Investment Manager monitors the occupier arrears in order to anticipate and minimise the impact of defaults by

occupational occupiers.

Credit risk is not considered material.

The following table analyses the Group’s exposure to credit risk:

31 March 31 March

2022 2021

£’000 £’000

Cash and cash equivalents 10,787 21,260

Restricted cash 5,919 5,925

Trade and other receivables¹ 7, 561 5,784

Total 24,267 32,969

1. Excludes prepayments and payments in advance of property completion.

Warehouse REIT plc Annual Report and Financial Statements 2022 131

Financial statements

Liquidity risk

Liquidity risk is defined as the risk that the Group will encounter difficulty in meeting obligations associated with financial

liabilities that are settled by delivering cash or another financial asset. Exposure to liquidity risk arises because of the possibility

that the Group could be required to pay its liabilities earlier than expected. The Group’s objective is to maintain a balance

between continuity of funding and flexibility through the use of bank deposits and loans.

Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are

carried in the financial statements:

2022 2021

Carrying Carrying

Fair value value Fair value value Fair value

hierarchy £’000 £’000 £’000 £’000

Held at amortised cost

Cash and cash equivalents n/a 10,787 10,787 21,260 21,260

Restricted cash n/a 5,919 5,919 5,925 5,925

Trade and other receivables¹ n/a 7,561 7,561 5,784 5,784

Other payables and accrued expenses² n/a (23,209) (23,209) (24,271) (24,271)

Head lease liabilities n/a (14,896) (14,896) (14,897) (14,897)

Interest-bearing loans and borrowings n/a (268,216) (268,216) (219,099) (219,099)

Held at fair value

Interest rate derivatives (assets) 2 337 337 16 16

1. Excludes prepayments and payments in advance of property completion.

2. Excludes VAT liability and capital expenses payable.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:

Less than Three to One to Two to More than

three months 12 months two years five years five years Total

Year ended 31 March 2022 £’000 £’000 £’000 £’000 £’000 £’000

Interest-bearing loans and borrowings — 5,329 7,098 276,776 — 289,203

Other payables and accrued expenses 6,159 500 4,875 11,675 — 23,209

Head lease obligations 263 790 1,052 3,159 85,526 90,790

Total 6,422 6,619 13,025 291,610 85,526 403,202

Less than Three to One to Two to More than

three months 12 months two years five years five years Total

Year ended 31 March 2021 £’000 £’000 £’000 £’000 £’000 £’000

Interest-bearing loans and borrowings — 3,440 4,565 231,418 — 239,423

Other payables and accrued expenses 6,221 1,000 500 16,550 — 24,271

Head lease obligations 258 773 1,052 3,159 86,578 91,820

Total 6,479 5,213 6,117 251,127 86,578 355,514

132 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

25. Subsidiaries

Country of Number and class

incorporation of share held Group

Company and operation by the Group holding

Tilstone Holdings Limited UK 63,872 ordinary shares 100%

Tilstone Warehouse Holdco Limited UK 94,400 ordinary shares 100%

Tilstone Property Holdings Limited UK 9,102 ordinary shares 100%

Tilstone Industrial Warehouse Limited

UK 23,600 ordinary shares 100%

Tilstone Retail Warehouse Limited

UK 20,000 ordinary shares 100%

Tilstone Industrial Limited

UK 20,000 ordinary shares 100%

Tilstone Retail Limited

UK 200 ordinary shares 100%

Tilstone Trade Limited

UK 20,004 ordinary shares 100%

Tilstone Basingstoke Limited

UK 1,000 ordinary shares 100%

Tilstone Glasgow Limited

UK 1 ordinary share 100%

Tilstone Radway Limited

UK 100 ordinary shares 100%

Tilstone Oxford Limited

UK 1,000 ordinary shares 100%

Tilstone Liverpool Limited

UK 100 ordinary shares 100%

Warehouse 1234 Limited

UK 100 ordinary shares 100%

Tilstone Chesterfield Limited

UK 15,000,001 ordinary shares 100%

1. Indirect subsidiaries.

The registered office of all subsidiaries is located at Beaufort House, 51 New North Road, Exeter EX4 4EP.

The principal activity of all the subsidiaries relates to property investment.

Accounting policy

Where property is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and

activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Under the definition of a business (Amendments to IFRS 3 Business Combinations), to be considered a business an acquired set

of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the

ability to create outputs. The optional ‘concentration test’ is also applied; where substantially all of the fair value of gross assets

acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business.

The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the

property. Where an acquisition is considered to be a business combination, the consolidated financial statements incorporate the

results of business combinations using the acquisition method.

In the Group statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially

recognised at their fair values at the acquisition date. Any excess of the cost of a business combination over the Group’s interest

inthe fair value of identifiable assets, liabilities and contingent liabilities acquired is treated as goodwill.

Where the fair value of identifiable assets, liabilities and contingent liabilities acquired exceeds the fair value of the purchase

consideration, the difference is treated as a gain on bargain purchase and credited to the Group profit or loss.

The results of acquired operations are included in the Group profit or loss from the date on which control is obtained until the

dateon which control ceases.

Where such acquisitions are not judged to be the acquisition of a business, they are not treated as business combinations. Rather,

the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based upon their

relative fair values at the acquisition date. Accordingly, no goodwill or additional deferred tax arises.

Contingent consideration is deemed to be equity or a liability in accordance with IAS 32. If the contingent consideration is

classified as equity, it is not remeasured and its subsequent settlement shall be accounted for within equity. If the contingent

consideration is classified as a liability, subsequent changes to the fair value are recognised either in profit or loss or as a change

to other comprehensive income.

Warehouse REIT plc Annual Report and Financial Statements 2022 133

Financial statements

26. Capital management

The Group’s capital is represented by share capital, reserves and borrowings.

The primary objective of the Group’s capital management is to ensure that it remains within its quantitative banking covenants

and maintains a strong credit rating. The Group’s capital policies are as follows:

• the Group will keep sufficient cash for working capital purposes with excess cash, should there be any, deposited at the best

interest rate available whilst maintaining flexibility to fund the Group’s investment programme;

• borrowings will be managed in accordance with the loan agreements, and covenants will be tested quarterly and reported to

the Directors. Additionally, quarterly lender reporting will be undertaken in line with the loan agreement; and

• new borrowings are subject to Director approval. Such borrowings will support the Group’s investment programme but be

subject to a maximum 50% LTV. The intention is to maintain borrowings at an LTV of between 30% and 40%.

The Group is subject to banking covenants in regard to its debt facility and these include a prescribed methodology for interest

cover and market value covenants that are measured at a Group level.

27. Related party transactions

Directors

The Directors (all Non-Executive Directors) of the Company and its subsidiaries are considered to be the key management

personnel of the Group. Directors’ remuneration (including social security costs) for the period totalled £175,000

(31March2021: £150,000) and at 31March2022, a balance of £nil (31 March 2021: £nil) was outstanding. Further

informationisgiven in note 5 and in the Directors’ remuneration report on pages 93 to 95.

Greenstone Property Holdings Limited (“Greenstone”) now trading as Tilstone Oxford Limited

On 16 November 2020, the Group acquired Greenstone a property company previously controlled by a member of the

Group’skey management personnel for £41.2 million. In March 2021 a further £0.4 million was settled in cash upon agreement

ofGreenstone’s completion balance sheet and in January 2022 a final payment was made for £0.3 million for the early letting

ofa unit and as provided in the completion balance sheet.

Investment Advisor

The Company is party to an Investment Management Agreement with the Investment Manager and the Investment Advisor,

pursuant to which the Company has appointed the Investment Advisor to provide investment advisory services relating to the

respective assets on a day-to-day basis in accordance with their respective investment objectives and policies, subject to the

overall supervision and direction by the Investment Manager and the Board of Directors.

For its services to the Company, the Investment Advisor receives an annual fee at the rate of 1.1% of the NAV of the Company

up to £500 million and at a lower rate of 0.9% thereafter. Refer to page 97 of the Directors’ report for further information.

During the year, the Group incurred £6,484,000 (31 March 2021: £4,393,000) in respect of investment management fees.

As at 31 March 2022, £1,715,000 (31 March 2021: £1,319,000) was outstanding. During the year the Directors who served

duringthe year received £1.5 million in dividend payments (31 March 2021: £0.7 million).

28. Ultimate controlling party

It is the view of the Directors that there is no ultimate controlling party.

134 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the consolidated financial statements continued

For the year ended 31 March 2022

29. Notes to the statement of cash flows

Reconciliation of changes in liabilities to cash flows generated from financing activities

Interest-bearing

loans and Head lease

borrowings liability Total

£’000 £’000 £’000

Balance as at 1 April 2021 219,099 14,897 233,996

Changes from financing cash flows:

Bank loans drawn down 49,000 — 49,000

Bank loans repaid — — —

Loan arrangement fees paid in the year (781) — (781)

Head lease payments — (1,057) (1,058)

Total changes from financing cash flows 48,219 (1,057) 47,161

Amortisation charge for the year 898 — 898

Head lease interest — 1,030 1,030

Additions — — —

Disposals — — —

Accrued head lease expense — 26 27

Balance as at 31 March 2022 268,216 14,896 283,112

Interest-bearing

loans and Head lease

borrowings liability Total

£’000 £’000 £’000

Balance as at 1 April 2020 183,190 8,807 191,997

Changes from financing cash flows:

Bank loans drawn down 73,300 — 73,300

Bank loans repaid (37,800) — (37,800)

Loan arrangement fees paid in the year (363) — (363)

Head lease payments — (748) (748)

Total changes from financing cash flows 35,137 (748) 34,389

Amortisation charge for the year 772 — 772

Head lease interest — 1,016 1,016

Additions — 6,037 6,037

Disposals — (242) (242)

Accrued head lease expense — 27 27

Balance as at 31 March 2021 219,099 14,897 233,996

Warehouse REIT plc Annual Report and Financial Statements 2022 135

Financial statements

30. Post balance sheet events

A third interim dividend in respect of the year ended 31 March 2022 of 1.55 pence per share was paid to shareholders on

1 April 2022.

A fourth interim dividend in respect of the year ended 31 March 2022 of 1.75 pence per share will be payable on 30 June 2022

to shareholders on the register on 6 June 2022. The ex-dividend date will be 1 June 2022.

In April 2022, the Group exchanged contracts to acquire Bradwell Abbey Industrial Estate, Milton Keynes for £62.0 million

excluding acquisition costs. During this period, the Group has also completed on the disposal of Pentagon Retail Park,

Ballymena for £1.8 million.

In May 2022, the Group extended the RCF by £25.0 million, the tenure and applicable interest rate are unchanged from the

existing facility.

31. Capital commitment

In March 2022, the Group exchanged contracts to acquire, via a forward funding agreement, a 170,000 sq ft multi-let industrial

development in Thame, Oxfordshire. The developers will deliver the scheme under a fixed-price turn-key contract and the

Group’s total commitment is £35.0 million.

The accompanying notes on pages 139 and 140 form an integral part of these Company financial statements.

136 Warehouse REIT plc Annual Report and Financial Statements 2022

Company statement of financial position

As at 31 March 2022

Restated Restated

31 March 31 March 31 March

2022 2021 2020

Notes £’000 £’000 £’000

Assets

Non-current assets

Investment in subsidiary companies 34 66,477 66,477 25,913

Amount due from subsidiaries 36 268,323 291,443 169,216

334,800 357,920 195,129

Current assets

Cash and cash equivalents 35 5,945 11,483 63

Amount due from subsidiaries 36 27,000 26,000 15,000

Trade and other receivables 36 1,053 717 474

33,998 38,200 15,537

Total assets 368,798 396,120 210,666

Liabilities

Current liabilities

Other payables and accrued expenses 37 (2,353) (1,819) (2,221)

Total liabilities (2,353) (1,819) (2,221)

Net assets 366,445 394,301 208,445

Equity

Share capital 4,249 4,249 2,403

Share premium 275,648 275,648 74,028

Retained earnings 86,548 114,404 132,014

Total equity 366,445 394,301 208,445

Number of shares in issue (thousands) 424,862 424,862 240,254

Net asset value per share (basic and diluted) (pence) 86.3 92.8 86.8

The Company reported a loss for the year ended 31 March 2022 of £1,515,000 (year ended 31 March 2021: loss of £2,006,000).

These financial statements were approved by the Board of Directors of Warehouse REIT plc on 23 May 2022 and signed on its

behalf by:

Neil Kirton

Chairman

Company number: 10880317

The accompanying notes on pages 139 and 140 form an integral part of these Company financial statements.

Warehouse REIT plc Annual Report and Financial Statements 2022 137

Financial statements

Company statement of changes in equity

For the year ended 31 March 2022

Share Share Retained

capital premium earnings Total

£’000 £’000 £’000 £’000

Balance at 31 March 2020 2,403 74,028 132,014 208,445

Total comprehensive expense — — (2,006) (2,006)

Ordinary shares issued 1,846 205,965 — 207,811

Share issue costs — (4,345) — (4,345)

Dividends paid — — (15,604) (15,604)

Balance at 31 March 2021 4,249 275,648 114,404 394,301

Total comprehensive expense — — (1,515) (1,515)

Ordinary shares issued — — — —

Share issue costs — — — —

Dividends paid — — (26,341) (26,341)

Balance at 31 March 2022 4,249 275,648 86,548 366,445

In the prior period the capital reduction reserve and retained earnings were presented separately. As both amounts represent

distributable profits available to the members of the plc, the Directors have made the decision to present them together as

retained earnings.

The accompanying notes on pages 139 and 140 form an integral part of these Company financial statements.

138 Warehouse REIT plc Annual Report and Financial Statements 2022

Company statement of cash flows

For the year ended 31 March 2022

Restated

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Cash flows from operating activities

Operating loss (1,515) (1,359)

Adjustments to reconcile profit for the period to net cash flows:

Increase in other receivables and prepayments (336) (724)

Increase in amounts due from subsidiary companies (6,432) (4 ,439)

Increase in other payables 535 263

Net cash flow used in operating activities (7,748) (6,259)

Cash flows from investing activities

Transferred from subsidiary companies 34,252 58,864

Transferred (to) subsidiary companies (5,701) (178,859)

Investment in subsidiaries — (41, 233)

Net cash flow generated from/(utilised in) investing activities 28,551 (161,228)

Cash flows from financing activities

Proceeds from issue of ordinary share capital — 198,834

Share issuance costs paid — (4,345)

Interest received — 22

Finance expenses — —

Dividends paid in the period (26,341) (15,604)

Net cash flow (utilised in)/generated from financing activities (26,341) 178,907

Net (decrease)/increase in cash and cash equivalents (5,538) 11,420

Cash and cash equivalents at the start of the period 11,483 63

Cash and cash equivalents at the end of the period 5,945 11,483

Warehouse REIT plc Annual Report and Financial Statements 2022 139

Financial statements

Notes to the company financial statements

For the year ended 31 March 2022

32. General information

Warehouse REIT plc is a closed-ended REIT incorporated in England and Wales on 24 July 2017. The Company began trading

on 20 September 2017. The registered office of the Company is located at Beaufort House, 51 New North Road, Exeter EX4 4EP.

The Company’s shares are admitted to trading on AIM, a market operated by the London Stock Exchange.

33. Basis of preparation

These financial statements are prepared in accordance with UK adopted international accounting standards in conformity

with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost

convention. The audited financial statements are presented in Pound Sterling and all values are rounded to the nearest

thousand pounds (£’000), except when otherwise indicated.

The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its own

statement of comprehensive income.

The financial statements of the Company follow the accounting policies laid out on pages 112 to 133.

In the course of preparing the financial statements, no judgements or estimates have been made in the process of applying the

accounting policies that have had a significant effect on the amounts recognised in the financial statements.

Restatement of financial statements

Following a review of the nature of the intercompany receivables, and the requirements of IAS 1 with respect to the classification

of assets, these balances have been classified as non-current assets as it is not expected that they will be settled within

12months of the balance sheet date. Comparative amounts of £291.4 million and £169.2 million have been reclassified as this

was also the expectations at 31 March 2021 and 1 April 2020 respectively.

Following a review of the statement of cash flows, it has been identified that transfers to and from subsidiary undertakings

in the comparative period were previously classified as net financing cash flows. As these transactions relate to assets in the

Company statement of financial position they should have been classified as investing cash flows and payments and receipts

shown separately. On further investigation it was also identified that the amount included non-cash transactions relating to

operating activities of £4.4 million. The comparatives have been restated to reclassify £4.4 million of non cash movements

to the operating loss to operating cash flows reconciliation, and the remaining £120 million cash outflow as investing, being

£58.9million received from subsidiaries and £178.9 million paid to subsidiaries.

34. Investment in subsidiary companies

31 March 31 March

2022 2021

£’000 £’000

Investment in subsidiary companies

Total carrying value 66,477 66,477

Total 66,477 66,477

31 March 31 March

2022 2021

£’000 £’000

Investments in subsidiary companies

Tilstone Holdings Limited 21,017 21,017

Tilstone Warehouse Holdco Limited 4,227 4,227

Tilstone Property Holdings Limited 41,233 41,233

66,477 66,477

140 Warehouse REIT plc Annual Report and Financial Statements 2022

Notes to the company financial statements continued

For the year ended 31 March 2022

34. Investment in subsidiary companies continued

Accounting policy

Investments in subsidiary companies are included in the statement of financial position at cost less impairment.

At each reporting date an assessment is made as to whether there is an indicator of impairment. Where there is an

indicationthat the investment may be impaired, the carrying value of the asset is tested for impairment. An impairment

lossis recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable

amount is the higher of the assets fair value of identifiable assets, liabilities and contingent liabilities and value in use.

Impairment charges are included in Company profit or loss.

35. Cash and cash equivalents

31 March 31 March

2022 2021

£’000 £’000

Cash and cash equivalents 26 5,558

Restricted cash 5,919 5,925

Total 5,945 11,483

Restricted cash comprises £5.9 million (2021: £5.9 million) of cash held by the Company’s Registrar to fund the shareholder

dividend, less withholding tax, which was paid on 1 April 2022, as disclosed in note 11.

36. Trade and other receivables

Restated Restated

31 March 31 March 31 March

2022 2021 2020

£’000 £’000 £’000

Prepayments 37 47 159

Other receivables 1,016 670 315

Amount due from subsidiaries 27,000 26,000 15,000

Current receivables 28,053 26,717 15,474

Amount due from subsidiaries 268,323 291,443 169,216

Non-current receivables 268,323 291,443 169,216

Loans due from subsidiary companies are unsecured, interest free and repayable on demand. The Directors have reviewed the

Company cash flow forecast and presented the amount expected to fall due within 12 months as current. The Directors do not

expect any further amounts to be paid within 12 months and as such the remaining balance has been classified as non-current

assets. The prior period comparative has also been amended to reflect this expectation.

The amounts due from subsidiaries are not considered to carry any material credit risk, being from related parties that remain

trading in their normal capacity.

37. Other payables and accrued expenses

31 March 31 March

2022 2021

£’000 £’000

Other expenses payable 2,353 1,819

Total 2,353 1,819

Warehouse REIT plc Annual Report and Financial Statements 2022 141

Additional information

Unaudited supplementary notes not part of the

consolidatedfinancial information

For the year ended 31 March 2022

The Group is a member of the European Public Real Estate Association (“EPRA”). EPRA has developed and defined

performance measures to give transparency, comparability and relevance of financial reporting across entities which may

usedifferent accounting standards.

The Group presents adjusted earnings per share (“EPS”), dividends per share, total accounting return, total cost ratio, LTV

ratio and EPRA Best Practices Recommendations, calculated in accordance with EPRA guidance, as Alternative Performance

Measures (“APMs”) to assist stakeholders in assessing performance alongside the Group’s statutory results reported under

IFRS. APMs are among the key performance indicators used by the Board to assess the Group’s performance and are used

byresearch analysts covering the Group.

EPRA Best Practices Recommendations have been disclosed to facilitate comparison with the Group’s peers through consistent

reporting of key real estate specific performance measures. Certain other APMs may not be directly comparable with other

companies’ adjusted measures and are not intended to be a substitute for, or superior to, any IFRS measures of performance.

Table 1: EPRA performance measures summary

Notes 2022 2021

EPRA EPS (pence) Table 2 6.4 5.3

EPRA cost ratio (including direct vacancy cost) Table 6 27.1% 29.5%

EPRA cost ratio (excluding direct vacancy cost) Table 6 24.3% 26.6%

EPRA NDV per share (pence) Table 3 173.9 135.1

EPRA NRV per share (pence) Table 3 190.0 147.8

EPRA NTA per share (pence) Table 3 173.8 135.1

EPRA NIY Table 4 4.0% 4.7%

EPRA ‘topped-up’ net initial yield Table 4 4.4% 5.2%

EPRA vacancy rate Table 5 6.3% 4.4%

142 Warehouse REIT plc Annual Report and Financial Statements 2022

Unaudited supplementary notes not part of the

consolidatedfinancial information continued

For the year ended 31 March 2022

Table 2: EPRA income statement

Year ended Year ended

31 March 31 March

2022 2021

Note £’000 £’000

Total property income 3 51,396 38,828

Less: service charge income (2,682) (3,070)

Less: dilapidation income (3,187) (603)

Less: insurance recharged (1,507) (930)

Rental income 44,020 34,225

Property operating expenses 4 (4,789) (4 ,247)

Service charge expenses 4 (3,011) (3,435)

Add back: service charge income 2,682 3,070

Add back: dilapidation income 3,187 603

Add back: insurance recharged 1,507 930

Gross profit 43,596 31,146

Administration expenses 4 (8,244) (6,324)

Adjusted operating profit before interest and tax 35,352 24,822

Finance income 7 321 26

Finance expenses 8 (8,154) (6,257)

Less change in fair value of interest rate derivatives (321) 6

Adjusted profit before tax 27,198 18,597

Tax on adjusted profit — —

Adjusted earnings 27,198 18,597

Weighted average number of shares in issue (thousands) 424,862 349,648

Adjusted EPS (pence) 6.4 5.3

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Adjusted earnings 27,198 18,597

EPRA earnings 27,198 18,597

Weighted average number of shares in issue (thousands) 424,862 349,648

EPRA EPS (pence) 6.4 5.3

Adjusted earnings represents earnings from operational activities. It is a key measure of the Group’s underlying operational

results and an indication of the extent to which current payments are supported by earnings, which ultimately underpins our

dividend payments.

Warehouse REIT plc Annual Report and Financial Statements 2022 143

Additional information

Table 3: EPRA balance sheet and net asset value performance measures

In line with the European Public Real Estate Association (“EPRA”) published Best Practice Recommendations (“BPR”) for

financial disclosures by public real estate companies, the Group presents three measures of net asset value: EPRA net disposal

value (“NDV”), EPRA net reinstatement value (“NRV”) and EPRA net tangible assets (“NTA”). EPRA NTA is considered to be the

most relevant measure for Warehouse REIT’s operating activities.

EPRA NDV EPRA NRV EPRA NTA

As at 31 March 2022 £’000 £’000 £’000

Total properties

1,011,985 1,011,985 1,011,985

Net borrowings

(254,294) (254,294) (254,294)

Other net liabilities (18,737) (18,737) (18,737)

IFRS NAV 738,954 738,954 738,954

Exclude: fair value of interest rate derivatives — (337) (337)

Include: real estate transfer tax

— 68,815 —

NAV used in per share calculations 738,954 807,432 738,617

Number of shares in issue (thousands) 424,862 424,862 424,862

NAV per share (pence) 173.9 190.0 173.8

EPRA NDV EPRA NRV EPRA NTA

As at 31 March 2021 £’000 £’000 £’000

Total properties

792,800 792,800 792,800

Net borrowings

(194,815) (194,815) (194,815)

Other net liabilities (23,894) (23,894) (23,894)

IFRS NAV 574,091 574,091 574,091

Exclude: fair value of interest rate derivatives — (16) (16)

Include: real estate transfer tax

— 53,910 —

NAV used in per share calculations 574,091 627,985 574,075

Number of shares in issue (thousands) 424,862 424,862 424,862

NAV per share (pence) 135.1 147.8 135.1

1. Professional valuation of investment property.

2. Comprising interest-bearing loans and borrowings (excluding unamortised loan arrangement fees) of £271,000,000 (31 March 2021: £222,000,000) net of cash of

£16,706,000 (31 March 2021: £27,185,000).

3. EPRA NTA and EPRA NDV reflect IFRS values which are net of real estate transfer tax. Real estate transfer tax is added back when calculating EPRA NRV.

EPRA NDV details the full extent of liabilities and resulting shareholder value if Company assets are sold and/or if liabilities are

not held until maturity. Deferred tax and financial instruments are calculated as to the full extent of their liability, including tax

exposure not reflected in the statement of financial position, net of any resulting tax.

EPRA NTA assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability.

EPRA NRV highlights the value of net assets on a long-term basis and reflects what would be needed to recreate the Company

through the investment markets based on its current capital and financing structure. Assets and liabilities that are not expected

to crystallise in normal circumstances, such as the fair value movements on financial derivatives and deferred taxes on property

valuation surpluses, are excluded. Costs such as real estate transfer taxes are included.

144 Warehouse REIT plc Annual Report and Financial Statements 2022

Unaudited supplementary notes not part of the

consolidatedfinancial information continued

For the year ended 31 March 2022

Table 4: EPRA net initial yield

31 March 31 March

2022 2021

£’000 £’000

Total properties per external valuer’s report 1,011,985 792,800

Less development property and land (98,950) (40, 870)

Net valuation of completed investment property 913,035 751,930

Add estimated purchasers’ costs

62,086 51,131

Gross valuation of completed property including estimated purchasers’ costs (A) 975,121 803,061

Gross passing rents

(annualised) 40,605 38,574

Less irrecoverable property costs

(1,478) (1,121)

Net annualised rents (B) 39,127 37,453

Add notional rent on expiry of rent-free periods or other lease incentives

3,376 4,454

‘Topped-up’ net annualised rents (C) 42,503 41,907

EPRA NIY (B/A) 4.0% 4.7%

EPRA ‘topped-up’ net initial yield (C/A) 4.4% 5.2%

4. Estimated purchasers’ costs estimated at 6.8%.

5. Gross passing rents and irrecoverable property costs assessed as at the balance sheet date for completed investment properties excluding development property

andland.

6. Adjustment for unexpired lease incentives such as rent-free periods, discounted rent period and step rents. The adjustment includes the annualised cash rent that

willapply at the expiry of the lease incentive. Rent-frees expire over a weighted average period of three months.

EPRA NIY represents annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable

property operating expenses, divided by the market value of the property, increased with (estimated) purchasers’ costs. It is a

comparable measure for portfolio valuations designed to make it easier for investors to judge themselves how the valuation of

portfolio X compares with portfolio Y.

EPRA ‘topped-up’ NIY incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other

unexpired lease incentives such as discounted rent periods and step rents).

NIY as stated in the Investment Advisor’s report calculates net initial yield on topped-up annualised rents but does not deduct

non-recoverable property costs.

Table 5: EPRA vacancy rate

31 March 31 March

2022 2021

£’000 £’000

Annualised ERV of vacant premises (D) 3,241 2,054

Annualised ERV for the investment portfolio (E) 51,479 47,151

EPRA vacancy rate (D/E) 6.3% 4.4%

EPRA vacancy rate represents ERV of vacant space divided by ERV of the completed investment portfolio, excluding

development property and land. It is a pure measure of investment property space that is vacant, based on ERV.

Warehouse REIT plc Annual Report and Financial Statements 2022 145

Additional information

Table 6: Total cost ratio/EPRA cost ratio

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Property operating expenses 4,789 4,247

Service charge expenses 3,011 3,435

Add back: service charge income (2,682) (3,070)

Add back: insurance recharged (1,507) (930)

Net property operating expenses 3,611 3,682

Administration expenses 8,244 6,324

Less ground rents

(181) (134)

Total cost including direct vacancy cost (F) 11,674 9,872

Direct vacancy cost (1,224) (980)

Total cost excluding direct vacancy cost (G) 10,450 8,892

Rental income 44,020 34,225

Less ground rents paid (1,058) (748)

Gross rental income less ground rents (H) 42,962 33,477

Less direct vacancy cost (1,224) (980)

Net rental income 41,738 32,497

Total cost ratio including direct vacancy cost (F/H) 27.1% 29.5%

Total cost ratio excluding direct vacancy cost (G/H) 24.3% 26.6%

31 March 31 March

2022 2021

£’000 £’000

Total cost including direct vacancy cost (F) 11,674 9,872

EPRA total cost (I) 11,674 9,872

Direct vacancy cost (1,224) (980)

EPRA total cost excluding direct vacancy cost (J) 10,450 8,892

EPRA cost ratio including direct vacancy cost (I/H) 27.1% 29.5%

EPRA cost ratio excluding direct vacancy cost (J/H) 24.3% 26.6%

7. Ground rent expenses included within administration expenses such as depreciation of head lease assets.

EPRA cost ratios represent administrative and operating costs (including and excluding costs of direct vacancy) divided by

gross rental income less ground rents. They are a key measure to enable meaningful measurement of the changes in the Group’s

operating costs.

It is the Group’s policy not to capitalise overheads or operating expenses and no such costs were capitalised in either the year

ended 31 March 2022 or the year ended 31 March 2021.

146 Warehouse REIT plc Annual Report and Financial Statements 2022

Unaudited supplementary notes not part of the

consolidatedfinancial information continued

For the year ended 31 March 2022

Table 7: Lease data

Years Year Head rents

Year 1 Year 2 3-10 10+ payable Total

As at 31 March 2022 £’000 £’000 £’000 £’000 £’000 £’000

Passing rent of leases expiring in: 2,725 5,380 28,818 4,873 (1,191) 40,605

ERV of leases expiring in: 10,529 6,018 30,600 5,523 (1,191) 51,479

Passing rent subject to review in: 5,960 5,176 25,828 4,832 (1,191) 40,605

ERV subject to review in: 10,529 6,018 30,600 5,523 (1,191) 51,479

WAULT to expiry is 5.6 years and to break is 4.5 years.

Years Year Head rents

Year 1 Year 2 3-10 10+ payable Total

As at 31 March 2021 £’000 £’000 £’000 £’000 £’000 £’000

Passing rent of leases expiring in: 5,327 2,450 26,064 5,859 (1,126) 38,574

ERV of leases expiring in: 7,754 2,597 31,115 6,876 (1,191) 47,151

Passing rent subject to review in: 7,036 4,664 23,496 4,504 (1,126) 38,574

ERV subject to review in: 9,467 5,066 28,507 5,302 (1,191) 47,151

WAULT to expiry is 5.8 years and to break is 4.7 years.

Table 8: EPRA capital expenditure

Year ended Year ended

31 March 31 March

2022 2021

£’000 £’000

Acquisitions

43,391 246,565

Development spend

1,103 625

Completed investment properties:

No incremental lettable space – like-for-like portfolio 6,467 1,493

No incremental lettable space – other — 82

Occupier incentives — 363

Total capital expenditure 50,961 249,128

Conversion from accruals to cash basis 2,886 (21,916)

Total capital expenditure on a cash basis 53,847 227, 212

8. Acquisitions include £30,027,000 completed investment property and £13,364,000 development property and land (2021: £229,272,000 and £17,293,000 respectively).

9. Expenditure on development property and land.

10. Expenditure on completed investment properties.

Warehouse REIT plc Annual Report and Financial Statements 2022 147

Additional information

Table 9: EPRA like-for-like rental income

31 March 31 March

2022 2021 %

Note £’000 £’000 Change

EPRA like-for-like rental income

28,891 27,817 3.9%

Other

(38) —

Adjusted like-for-like rental income 28,853 27,817 3.7%

Development lettings 483 591

Properties acquired 14,684 5,334

Properties sold — 483

Rental income 44,020 34,225

Service charge income 2,682 3,070

Dilapidation income 3,187 603

Insurance recharged 1,507 930

Total property income 2 51,396 38,828

11. Like-for-like portfolio valuation as at 31 March 2022: £586.2 million (31 March 2021: £493.5 million).

12. Includes rent surrender premiums, back rent and other items.

Table 10: Loan to value (“LTV”) ratio

Gross debt less cash, short-term deposits and liquid investments, divided by the aggregate value of properties and investments.

Year ended Year ended

31 March 31 March

2022 2021

Note £’000 £’000

Interest-bearing loans and borrowings 16 271,000 222,000

Cash 14 (16,706) (27,185)

Net borrowings (A) 254,294 194,815

Total portfolio valuation per valuer’s report (B) 13 1,011,985 792,800

LTV ratio (A/B) 25.1% 24.6%

148 Warehouse REIT plc Annual Report and Financial Statements 2022

Unaudited supplementary notes not part of the

consolidatedfinancial information continued

For the year ended 31 March 2022

Table 11: Total accounting return

The movement in EPRA NTA over a period plus dividends paid in the period, expressed as a percentage of the EPRA NTA

atthestart of the period.

Year ended Year ended

31 March 31 March

2022 2021

Pence Pence

Note per share per share

Opening EPRA NTA (A) 135.1 109.5

Movement (B) 38.7 25.6

Closing EPRA NTA 22 173.8 135.1

Dividends per share (C) 11 6.2 4.7

Total accounting return (B+C) / A 33.2% 27.7%

Table 12: Interest cover

Adjusted operating profit before gains on investment properties, interest and tax divided by the underlying net interest expense.

Year ended Year ended

31 March 31 March

2022 2021

Note £’000 £’000

Adjusted operating profit before gains on investment properties (A) 35,352 24,822

Loan interest (B) 8 5,816 4,512

Interest cover (A/B) 607.8% 550.1%

Table 13: Ongoing charges ratio

Ongoing charges ratio represents the costs of running the REIT as a percentage of NAV as prescribed by the Association of

Investment Companies.

Year ended Year ended

31 March 31 March

2022 2021

Note £’000 £’000

Administration expenses 4 8,244 6,324

Less head lease asset depreciation (181) (134)

Annualised ongoing charges (A) 8,063 6,190

Opening NAV as at 1 April 574,091 263,118

NAV as at 30 September 647, 366 450,699

Closing NAV as at 31 March 738,954 574,091

Average undiluted NAV during the period (B) 653,470 429,303

Ongoing charges ratio (A/B) 1.2% 1.5%

Warehouse REIT plc Annual Report and Financial Statements 2022 149

Additional information

Property portfolio

As at 31 March 2022

Estate Town Postcode Area (sq ft)

Murcar Industrial Estate Aberdeen AB23 8JW 126,000

North Seaton Industrial Estate Ashington NE63 0YH 21,000

Pentagon Retail Park Ballymena BT43 5LU 18,000

Tramway Industrial Estate Banbury OX16 5TU 151,000

Daneshill Industrial Estate Basingstoke RG24 8PD 113,000

Viables Business Park Basingstoke RG22 4BS 49,000

Gateway Park Birmingham B26 3QD 220,000

Chittening Industrial Estate Avonmouth Bristol BS11 0YB 199,000

Kendal House Burgess Hill RH15 9NF 27,000

Units 1 & 2 Rossendale Industrial Estate Burnley BB11 5SY 39,000

Falcon Business Park Burton on Trent DE14 1SG 30,000

Dales Manor Business Park Cambridge South CB22 3FG 130,000

Newport Road Cardiff CF23 9AE 49,000

Crown Street Carlisle CA2 5AB 26,000

Kingsditch Trading Estate Cheltenham GL51 9PL 40,000

Barlborough Links Chesterfield S43 4PZ 501,000

Matrix Park Chorley PR7 7NA 47,000

Austin Drive Coventry CV6 7NS 33,000

Daimler Green Coventry CV6 3LT 139,000

Radway 16 Crewe CW2 5PR 21,000

Deeside Industrial Estate Deeside CH5 2NS 60,000

Delta Court Industrial Estate Doncaster DN9 3GN 58,000

Shaw Lane Industrial Estate Doncaster DN2 4SQ 66,000

Stonebridge Cross Business Park Droitwich Spa WR9 0LW 48,000

Peartree Industrial Park Dudley DY2 0QU 21,000

Cairn Court East Kilbride G74 4NB 87,000

Festival Drive Ebbw Vale NP23 8XF 54,000

23 South Gyle Crescent Edinburgh EH12 9EB 48,000

South Fort Trade Park Edinburgh EH6 5PE 26,000

Thornton Road Industrial Estate Ellesmere Port CH65 5EP 32,000

Air Cargo Centre Glasgow PA3 2AY 149,000

Glasgow Airport Business Park Glasgow PA3 2SJ 53,000

Queenslie Park Glasgow G33 4DZ 395,000

Gloucester Business Park Gloucester GL3 4AQ 188,000

Roman Way Industrial Estate Godmanchester PE29 2LN 53,000

150 Warehouse REIT plc Annual Report and Financial Statements 2022

Property portfolio continued

As at 31 March 2022

Estate Town Postcode Area (sq ft)

Great Grimsby Business Park Grimsby DN37 9TW 139,000

Pellon Lane Retail Park Halifax HX1 5RA 20,000

Temple House Harlow CM20 2EY 177,000

Ikon Trading Estate Hartlebury DY10 4EU 160,000

New England Industrial Estate Pindar Road Hoddesdon EN11 0BZ 22,000

Nightingale Road Industrial Estate Horsham RH12 2NW 22,000

Farthing Road Industrial Estate Ipswich IP1 5AP 101,000

Ransomes Europark Ipswich IP3 9RR 30,000

Europa Trading Estate Kearsley, Manchester M26 1GG 40,000

Ashmead Industrial Estate Keynsham BS31 1TU 38,000

Knowsley Business Park Knowsley L34 9GT 301,000

Haines Park Leeds LS7 1QQ 13,000

Roseville Business Park Leeds LS8 5DR 29,000

1 Sussex Avenue Leeds LS10 2LF 30,000

Meridian Business Park Leicester LE19 1UX 114,000

Stadium Industrial Estate Luton LU4 0JF 66,000

Linkway Industrial Estate Middleton M24 2AE 48,000

Midpoint 18 Middlewich CW10 0HS 598,000

Granby Industrial Estate Milton Keynes MK1 1NL 147,000

Howley Park Industrial Estate Morley, Leeds LS27 0BN 62,000

Lynx Business Park Newmarket CB8 7NY 42,000

Celtic Business Park Newport (Wales) NP19 4QZ 48,000

Wern Industrial Estate Newport (Wales) NP10 9FQ 23,000

Carisbrooke Retail Park Newport (Isle of Wight) PO30 5LG 54,000

Brackmills Industrial Estate Northampton NN4 7PN 335,000

St James Mill Business Park Northampton NN5 5JF 42,000

Evolution 27 Nottingham NG15 0DJ 217,000

Oldbury Point Oldbury B69 4HT 96,000

Maxwell Road Industrial Estate Peterborough PE2 7JE 128,000

Parkway Industrial Estate Plymouth PL6 8LH 66,000

Lincoln Park Preston PR5 8NA 33,000

Swift Valley Industrial Estate Rugby CV21 1TN 39,000

Webb Ellis Business Park Rugby CV21 2NP 45,000

Jensen Court Runcorn WA7 1PJ 60,000

Portland Business Park Sheffield S13 8HS 59,000

Warehouse REIT plc Annual Report and Financial Statements 2022 151

Additional information

Estate Town Postcode Area (sq ft)

Smeed Dean Centre Sittingbourne ME10 3EW 34,000

Pikelaw Place Skelmersdale WN8 9PP 124,000

Boulevard Industrial Park Speke L24 9PL 390,000

Priestly Court, Staffordshire Technology Park Stafford ST18 0LQ 10,000

Walton Road Industrial Estate Stone ST15 0LT 57,000

Groundwell Industrial Estate Swindon SN25 5AW 91,000

Tewkesbury Business Park Tewkesbury GL20 8JF 114,000

Exeter Way Theale RG7 4PL 92,000

Cleton Business Park Tipton DY4 7TR 38,000

Birkenshaw Retail Park Uddingston, Nr Glasgow G71 5PR 67,000

Wakefield 41 Industrial Estate Wakefield WF2 0XW 53,000

Leanne Business Centre Wareham BH20 4DY 13,000

Ryan Business Park Wareham BH20 4DY 31,000

Warrington South Industrial Estate Warrington WA4 4TQ 106,000

Gawsworth Court Warrington WA3 6NJ 95,000

1 Kingsland Grange Warrington WA1 4SR 71,000

Milner Street Warrington WA5 1AD 42,000

Glover Industrial Estate Washington NE37 3ES 19,000

Halebank Industrial Estate Widnes WA8 8TZ 49,000

Winsford Industrial Estate Winsford CW7 3PL 77,000

Witan Park Industrial Estate Witney OX28 4YQ 112,000

152 Warehouse REIT plc Annual Report and Financial Statements 2022

Shareholder information

• the portfolio will be diversified by location across the UK

with a focus on areas with strong underlying investment

fundamentals; and

• the Company will not invest more than 10% of its gross

assets in other listed closed-ended investment funds.

The Company considers investments where there is

potential for active asset management, including general

refurbishment works.

The Company will not undertake speculative development

(that is, development of property which has not been at least

partially leased or pre-leased or de-risked in a similar way),

save for refurbishment and/or extension of existing holdings.

The Company may, provided that the exposure to these assets

at the time of purchase shall not exceed 15% of the gross

assets of the Company, invest directly, or via forward funding

agreements or forward commitments, in developments

including pre-developed land, where the structure is:

(i) designed to provide the Company with investment rather

than development risk;

(ii) where the development has been at least partially pre-let

or sold or de-risked in a similar way; and

(iii) where the Company intends to hold the completed

development as an investment asset.

The Company is permitted to invest cash, held by it for working

capital purposes and awaiting investment, in cash deposits

and gilts. The Company may also invest in derivatives for the

purpose of efficient portfolio management. In particular, the

Company may engage in interest rate hedging or otherwise

seek to mitigate the risk of interest rate increases as part of

theCompany’s efficient portfolio management strategy.

It is envisaged that an LTV ratio of between 30% and 40%

would be the optimal capital structure for the Company over

the longer term. However, in order to finance value-enhancing

opportunities, the Company may temporarily incur additional

gearing, subject to a maximum LTV ratio of 50%, at the time

of an arrangement.

In the event of a breach of the investment guidelines and

restrictions set out above, the Investment Manager shall

inform the Directors upon becoming aware of the breach and

if the Directors consider the breach to be material, notification

will be made to a Regulatory Information Service. Any material

change to the investment policy of the Company may only be

made with the approval of shareholders.

Share dealing and share prices

Shares can be traded through your usual stockbroker.

The Company’s shares are admitted to trading on AIM.

The Company was incorporated on 24 July 2017.

ThisAnnual Report and Financial Statements covers

theperiod from 1 April 2021 to 31 March 2022.

The Company’s ordinary shares were admitted to trading

on AIM on 20 September 2017 following IPO and the

Group’s operations therefore commenced on this date.

Capital structure

The Company’s share capital consists of ordinary shares

of £0.01 each. At shareholder meetings, members present

in person or by proxy have one vote on a show of hands

and on a poll have one vote for each ordinary share held.

Shareholders are entitled to receive such dividends as the

Directors resolve to pay out of the assets attributable to

ordinary shares. Holders of ordinary shares are entitled

to participate in the assets of the Company attributable

to the ordinary shares in a winding up of the Company.

Theordinary shares are not redeemable.

As at the date of this report, there were 424,861,650

ordinary shares in issue, none of which are held in treasury.

Investment objective

The Company’s investment objective is to provide

shareholders with an attractive level of income together

with the potential for income and capital growth by

investing in a diversified portfolio of UK commercial

property warehouse assets.

Investment policy

The Company may acquire property interests either

directly or through corporate structures (whether onshore

UK or offshore) and also through joint venture or other

shared ownership or co-investment arrangements.

The Company invests and manages its portfolio with an

objective of spreading risk and, in doing so, maintains the

following investment restrictions:

• the Company will only invest, directly or indirectly,

inwarehouse assets located in the UK;

• no individual warehouse property will represent more than

20% of the last published GAV of the Company at the time

of investment;

• the Company will target a portfolio with no one occupier

accounting for more than 15% of the gross contracted rents

of the Company at the time of purchase. In any event, no

more than 20% of the gross assets of the Company will be

exposed to the creditworthiness of any one occupier at the

time of purchase;

Warehouse REIT plc Annual Report and Financial Statements 2022 153

Additional information

Association of Investment Companies

The Company is a member of the AIC.

Financial calendar

May 2022

Announcement of final results

June 2022

Payment of fourth interim dividend

September 2022

Annual General Meeting

Half-year end

November 2022

Announcement of half-yearly results

March 2023

Year end

Share register enquiries

The register for the ordinary shares is maintained by Link

Group. In the event of queries regarding your holding,

please contact the Registrar on 0371 664 0300. You can

also email enquiries@linkgroup.co.uk.

Changes of address and mandate details can be made

over the telephone, but all other changes to the register

must be notified in writing to the Registrar: Link Group,

Shareholder Services, 10th Floor, Central Square,

29Wellington Street, Leeds, LS1 4DL.

Electronic communications from the Company

Shareholders now have the opportunity to be notified by

email when the Company’s Annual Report, Half-yearly

Report and other formal communications are available on

the Company’s website, instead of receiving printed copies

by post. This has environmental benefits in the reduction

of paper, printing, energy and water usage, as well as

reducing costs to the Company.

If you have not already elected to receive electronic

communications from the Company and wish to do so,

pleasecontact the Registrar using the details shown on the

inside back cover. Please have your investor code to hand.

Share capital and net asset value information

Ordinary 1p shares 424,861,650

SEDOL Number BD2NCM3

ISIN Number GB00BD2NCM38

Sources of further information

Copies of the Company’s Annual and Half-yearly Reports

are available from the Company Secretary who can be

contacted on 01392 477500 and, together with stock

exchange announcements and further information on the

Company, are also available on the Company’s website,

www.warehousereit.co.uk.

154 Warehouse REIT plc Annual Report and Financial Statements 2022

Glossary

Development property and land

Whole or a material part of an estate identified as having

potential for development. Such assets are classified

as development property and land until development

is completed and they have the potential to be fully

incomegenerating

Effective occupancy

Total open market rental value of the units leased divided

by total open market rental value excluding assets under

development, units undergoing refurbishment and units

underoffer to let

EPRA

The European Public Real Estate Association, the industry

body for European REITs

EPRA cost ratio

The sum of property expenses and administration expenses

as a percentage of gross rental income less ground rents

calculated both including and excluding direct vacancy cost

EPRA earnings

IFRS profit after tax excluding movements relating to

changes in fair value of investment properties, gains/losses

on property disposals, changes in fair value of financial

instruments and the related tax effects

EPRA earnings per share (“EPRA EPS”)

A measure of EPS on EPRA earnings designed to present

underlying earnings from core operating activities based on

the weighted average number of shares in issue during the year

EPRA guidelines

The EPRA Best Practices Recommendations Guidelines

October 2019

EPRA like-for-like rental income growth

The growth in rental income on properties owned throughout

the current and previous year under review. This growth rate

includes revenue recognition and lease accounting adjustments

but excludes development property and land in either year and

properties acquired or disposed of in either year

EPRA NDV/EPRA NRV/EPRA NTA per share

The EPRA net asset value measures figures divided by the

number of shares outstanding at the balance sheet date

Adjusted earnings per share (“Adjusted EPS”)

EPRA EPS adjusted to exclude one-off costs, divided by the

weighted average number of shares in issue during the year

which ultimately underpins our dividend payments

Admission

The admission of Warehouse REIT plc onto the AIM of the

London Stock Exchange on 20 September 2017

AGM

Annual General Meeting

AIC

The Association of Investment Companies

AIFM

Alternative Investment Fund Manager

AIFMD

The Alternative Investment Fund Managers Regulations 2013

(as amended by The Alternative Investment Fund Managers

(Amendment etc.) (EU Exit) Regulations 2019) and the

Investment Funds Sourcebook forming part of the FCA

Handbook

AIM

A market operated by the London Stock Exchange

APM

An Alternative Performance Measure is a numerical measure

of the Company’s current, historical or future financial

performance, financial position or cash flows, other than

a financial measure defined or specified in the applicable

financial framework. In selecting these APMs, the Directors

considered the key objectives and expectations of typical

investors

Company

Warehouse REIT plc

Contracted rent

Gross annual rental income currently receivable on a property

plus rent contracted from expiry of rent-free periods and

uplifts agreed at the balance sheet date less any ground

rentspayable under head leases

Warehouse REIT plc Annual Report and Financial Statements 2022 155

Additional information

EPRA net disposal value (“EPRA NDV”)

The net asset value measure detailing the full extent of

liabilities and resulting shareholder value if company assets

are sold and/or if liabilities are not held until maturity.

Deferred tax and financial instruments are calculated as to

the full extent of their liability, including tax exposure not

reflected in the statement of financial position, net of any

resulting tax

EPRA net initial yield (“EPRA NIY”)

The annualised passing rent generated by the portfolio,

lessestimated non-recoverable property operating expenses,

expressed as a percentage of the portfolio valuation (adding

notional purchasers’ costs), excluding development property

and land

EPRA net reinstatement value (“EPRA NRV”)

The net asset value measure to highlight the value of net

assets on a long-term basis and reflect what would be

needed to recreate the Company through the investment

markets based on its current capital and financing structure.

Assets and liabilities that are not expected to crystallise in

normal circumstances, such as the fair value movements on

financial derivatives and deferred taxes on property valuation

surpluses, are excluded. Costs such as real estate transfer

taxes are included

EPRA net tangible assets (“EPRA NTA”)

The net asset value measure assuming entities buy and sell

assets, thereby crystallising certain levels of deferred

tax liability

EPRA ‘topped-up’ net initial yield

The annualised passing rent generated by the portfolio,

topped up for contracted uplifts, less estimated

non-recoverable property operating expenses, expressed

as a percentage of the portfolio valuation (adding notional

purchasers’ costs), excluding development property and land

EPRA vacancy rate

Total open market rental value of vacant units divided by

total open market rental value of the portfolio excluding

development property and land

EPS

Earnings per share

Equivalent yield

The weighted average rental income return expressed as

a percentage of the investment property valuation, plus

purchasers’ costs, excluding development property and land

ERV

The estimated annual open market rental value of lettable

space as assessed by the external valuer

FCA

Financial Conduct Authority

GAV

Gross asset value

Group

Warehouse REIT plc and its subsidiaries

IASB

International Accounting Standards Board

IFRS

International Financial Reporting Standards

IFRS earnings per share (“EPS”)

IFRS earnings after tax for the year divided by the weighted

average number of shares in issue during the year

IFRS NAV per share

IFRS net asset value divided by the number of shares

outstanding at the balance sheet date

Interest cover

Adjusted operating profit before gains on investment

properties, interest and tax divided by the underlying net

interest expense

Investment portfolio

Completed buildings and excluding development property

and land

IPO

Initial public offering

LIBOR

The basic rate of interest used in lending between banks

on the London interbank market and also used as a

reference for setting the interest rate on other loans

Like-for-like rental income growth

The increase in contracted rent of properties owned

throughout the period under review, expressed as a

percentage of the contracted rent at the start of the

period, excluding development property and land and

units undergoing refurbishment

156 Warehouse REIT plc Annual Report and Financial Statements 2022

Glossary continued

Like-for-like valuation increase

The increase in the valuation of properties owned

throughout the period under review, expressed as a

percentage of the valuation at the start of the period,

netof capital expenditure

Loan to value ratio (“LTV”)

Gross debt less cash, short-term deposits and liquid

investments, divided by the aggregate value of properties

and investments

Main Market

The premium segment of the London Stock Exchange’s

Main Market

NAV

Net asset value

Net initial yield (“NIY”)

Contracted rent at the balance sheet date, expressed as

a percentage of the investment property valuation, plus

purchasers’ costs, excluding development property and land

Net rental income

Gross annual rental income receivable after deduction of

ground rents and other net property outgoings including

voidcosts and net service charge expenses

Net reversionary yield (“NRY”)

The anticipated yield to which the net initial yield will rise

(or fall) once the rent reaches the ERV

Occupancy

Total open market rental value of the units leased divided

by total open market rental value excluding development

property and land, equivalent to one minus the EPRA

vacancy rate

Ongoing charges ratio

Ongoing charges ratio represents the costs of running the

REIT as a percentage of NAV as prescribed by the Association

of Investment Companies

Passing rent

Gross annual rental income currently receivable on a property

as at the balance sheet date less any ground rents payable

under head leases

Property income distribution (“PID”)

Profits distributed to shareholders which are subject to tax in

the hands of the shareholders as property income. PIDsare

usually paid net of withholding tax (except for certain types

of tax-exempt shareholders). REITs also pay out normal

dividends called non-PIDs

RCF

Revolving credit facility

Real Estate Investment Trust (“REIT”)

A listed property company which qualifies for, and has elected

into, a tax regime which is exempt from corporation tax on

profits from property rental income and UK capital gains

onthe sale of investment properties

RPI

Retail price index

SONIA

Sterling Overnight Index Average

Total accounting return

The movement in EPRA NTA over a period plus dividends paid

in the period, expressed as a percentage of the EPRA NTA at

the start of the period

Total cost ratio

EPRA cost ratio excluding one-off costs calculated both

including and excluding vacant property costs

Weighted average unexpired lease term

(“WAULT”)

Average unexpired lease term to first break or expiry

weighted by contracted rent across the portfolio, excluding

development property and land

Contact details of the advisors

Investment Manager

G10 Capital Limited

(part IQ-EQ)

4th Floor, 3 More London Riverside

London SE1 2AQ

Telephone: 020 7397 5450

Investment Advisor

Tilstone Partners Limited

Chester office

Gorse Stacks House

George Street

Chester CH1 3EQ

Telephone: 01244 470 090

London office

33 Cavendish Square

London W1G 0PW

Telephone: 020 3102 9465

Company website

www.warehousereit.co.uk

Administrator

Link Alternative Fund

Administrators Limited

(trading as Link

Asset Services)

Beaufort House

51 New North Road

Exeter EX4 4EP

Auditor

BDO LLP

55 Baker Street

London W1U 7EU

Corporate Broker and

Nominated Advisor

Peel Hunt LLP

Moor House

120 London Wall

London EC2Y 5ET

Corporate Broker

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

Depositary

Crestbridge Property

Partnerships Limited

8 Sackville Street

London W1S 3DG

Financial PR

and IR Advisor

FTI Consulting

200 Aldersgate

Aldersgate Street

London EC1A 4HD

Legal Advisors

Reed Smith LLP

The Broadgate Tower

20 Primrose Street

London EC2A 2RS

Osborne Clarke LLP

One London Wall

London EC2Y 5EB

Shepherd and

Wedderburn LLP

1 Exchange Crescent

Conference Square

Edinburgh EH3 8UL

Temple Bright LLP

81 Rivington Street

London EC2A 3AY

Property Managers

Aston Rose (West End)

Limited

4 Tenterden Street

London W1S 1TE

Savills plc

33 Margaret Street

London W1G 0JD

Registrar

Link Asset Services

Shareholder Services Department

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Telephone: 0371 664 0300

(or +44 (0)371 664 0300 from outside

the UK)

Email: enquiries@linkgroup.co.uk

Website: www.linkgroup.com

Company Secretary

and registered office

Link Company

Matters Limited

Beaufort House

51 New North Road

Exeter EX4 4EP

Telephone: 01392 477500

Valuer

CBRE Limited

Henrietta House

Henrietta Place

London W1G 0NB

Designed and produced by

www.lyonsbennett.com

Printed on Splendorgel, an FSC®

certified mixed sources paper. Printed

by DG3 Leycol, anFSC® and ISO

140001 accredited company.

Warehouse REIT plc

33 Cavendish Square

London

W1G 0PW

020 3102 9465