Leeds School of Business University of Colorado October 20, 2004 Walter C. Rakowich

ProLogis markets 86.5 million square feet $2.5 Billion of wholly owned assets

ProLogis-European Opportunity Opportunity:  Dominant regional distribution hubs emerging to efficiently serve unified marketplace  Major companies consolidating and reconfiguring distribution networks  Functional obsolescence of much existing stock  Growing need for single-source provider of Pan- European distribution space Strategy:  Establish market-leading positions in major distribution hubs  Employ a local team of nationals in each market  Control land for new development  Leverage off of established global customer relationships for growth  Identify a capital source to help fund growth Estimated to be a $3+ billion opportunity

ProLogis Stock Price Significant decline in multiple renders common equity too expensive for growth ProLogis Common Stock Share Price ProLogis Annual FFO Per Share

ProLogis Property Fund Business Strategy Raise private equity primarily from institutional investors looking for long-term stable returns Develop facilities on our balance sheet at wholesale value Create value through leasing Contribute to property funds at retail value Co-invest profit and receive cash for wholesale value thereby recycling capital Manage the properties in funds for fees thereby increasing returns on invested capital Benefits Access a broader, less dilutive, base of equity for growth Retain customer relationships Grow platform globally in a more capital-light manner which increases return on equity

Property Fund Example Development Cost: Land$200 Building500 Soft Costs300 Total Building Cost$1,000Assume 10% NOI Return = $100/yr Appraised Value$1,200Equivalent to 8.3% NOI Return Profit$200 Composition of Consideration: Equity Investors (Cash)$400 ProLogis (Units)200 Total Equity$600 Debt (Cash)600 Total Consideration$1,200

Property Fund Example Return on Equity: Equity Partners ProLogis Total Percentage Ownership67%33%100% Total Investment$800$400$1,200 Debt$400$200$600 Equity$400$200 $600 Unleveraged NOI Return (8.3%) $67$33$100 Mgmt Fees (Avg 75 bps on Value) (6)(3)(9) Interest Expense (at 5%) (20)(10)(30) Fund Level Income$41$20$61 Add Back Mgmt Fees9 ProLogis Income$29 Return on Equity 10% 15%

ProLogis European Properties Fund - Structure Fund equity commitments:Initial equity raise of €1.04 billion in 1999 from 19 institutional investors. Subsequent equity raise of €637 million, expected total capacity of €4.2 billion ($5.2 billion) ProLogis ownership:Largest owner of the Fund, 20% minimum long-term ownership, 22.5% ownership as of 6/30/04 Leverage:60% maximum, 52% as of 6/30/04 Investment criteria:Fund will purchase stabilized distribution facilities in identified target markets Management:ProLogis will manage day-to-day operations of the Fund within the ProLogis Operating System® pursuant to a 20-year management contract Management fees:ProLogis receives asset management fees and property management fees and incentive management fees ProLogis incentive return:ProLogis receives 20% incentive return above 12% internal rate of return to common equity unitholders (including ProLogis) determined at liquidation Governance:Seven-member committee (ProLogis has three representatives) Initial term/liquidity:Potential IPO in 7-10 years. No puts to ProLogis but ProLogis has buyout option at NAV at termination

ProLogis European Properties Fund Debt Overview:  Warehouse Facility of €500 million in total capacity Private financing with two banks Purchase of properties is financed with combination of equity and debt proceeds from the warehouse facility Extremely competitive pricing of EURIBOR + 35 bps Warehouse facility debt is refinanced with CMBS or local mortgage debt once critical mass of properties is achieved  CMBS (Commercial Mortgage Backed Security) Debt Permanent public financing, generally seven year terms and rated by rating agencies Pricing range of 35 – 90 bps over EURIBOR swap rates for A, AA and AAA tranches Four issuances totaling over €900 million, fifth issuance expected in 2H04 Fund Assets ( € Billions) 24 Fund Investors Europe SE Asia Middle East North America YE Equity Debt

ProLogis Property Funds (Post Keystone Acquisition) Year ofSq. Feet Investment Inception(Millions)($ Millions) ProLogis European Properties Fund $3,186 ProLogis California LLC ProLogis North American Fund I ProLogis North American Fund II ProLogis North American Fund III ProLogis North American Fund IV ProLogis North American Fund V ,038 ProLogis North American Funds VI-X ,499 ProLogis North American Funds XI – XII ProLogis Japan Properties Fund Totals139.3$8,337

ProLogis - Today ASIA 3 Active markets in Japan (and 3 targeted in China) 6.4 MSF $462 M wholly owned $546 M fund owned Over $14 Billion of Total Assets Today NORTH AMERICA 42 Markets 225 MSF $4.7 B wholly owned $4.6 B fund owned EUROPE 26 Markets 54.7 MSF $728 M wholly owned $3.2 B fund owned

Growth in Return on Equity 14.2% Last public equity offering – April 1998 Implementation of Property Fund Strategy

ProLogis Stock Price

ProLogis World Headquarters East 35 th Place Aurora, CO F a c i l i t i e s G l o b a l S t r a t e g i c (303) prologis.com