Fir Tree Partners Believes Current Offer for ProLogis European Properties FCP Undervalues Units

By Fir Tree Partners, PRNE
Tuesday, April 26, 2011

LUXEMBOURG, April 27, 2011 - Fir Tree Partners, a private investment firm that owns approximately 4.3%
of the Units of ProLogis European Properties FCP, today sent the following
letter to ProLogis and ProLogis European Properties management:

    April 27, 2011

    PLD International LLC as Offeror
    Attention:  Mr. Walter Rakowich
    Chief Executive Officer
    ProLogis
    4545 Airport Way
    Denver, Colorado 80239

    The Board of Directors of ProLogis Management s. a r. l.
    in its capacity as management company of PEPR (as defined hereafter)
    34-38 Avenue de la Liberte
    L-1930 Luxembourg.

    The Board of Directors of PEPR
    c/o  Mr. Geoffrey Bell
    Chairman of the Board
    ProLogis European Properties
    780 3rd Avenue, 10th Floor
    New York, NY 10017-7053

Dear Sirs:

We write to you on behalf of Fir Tree Partners (Fir Tree) with respect to
the public tender offer made by PLD International LLC (PLD) on 21 April 2011
(the PLD Tender Offer) for all of the outstanding ordinary and preferred
units in ProLogis European Properties FCP (PEPR or the Fund). Fir Tree
Partners is a private investment firm formed in 1994 that manages over $6.5
billion
in assets. Funds managed by Fir Tree hold over 8.2 million ordinary
units, representing approximately 4.3% of the ordinary units of PEPR, and
over 180,000 preferred units. We believe that the PLD Tender Offer is not in
the best interests of PEPR or its unitholders because it does not constitute
fair value for the units of the Fund.

Fir Tree believes that the PLD Tender Offer significantly undervalues
PEPR units. The PLD Tender Offer has been made at a discount to the Net Asset
Value (NAV) of euro 6.32 per unit determined pursuant to European Real Estate
Association (EPRA) standards (the EPRA NAV), which is the valuation metric
that PEPR itself uses with respect to its assets (and which is deemed to be
best practice for publicly-listed European entities). In an M&A context,
buyers typically pay a premium to underlying asset value to reflect the value
of control and of synergies that they may achieve. Fir Tree believes that the
true value of the units is higher than EPRA NAV, since EPRA NAV is a
backward-looking estimate that uses current trough-cycle rents and penalizes
the Fund for short lease terms. Given the improvement of the global economy
and the fact that very little new supply has been created in the last three
years, we anticipate that going forward PEPR will realize outsized rental
growth compared to the market as a result of its shorter lease breaks. A fair
offer should compensate unitholders (other than PLD) for giving up this
future growth.

While the offer document suggests that PLD also considered the IFRS NAV
of euro 5.62 per unit, Fir Tree does not believe that IFRS NAV is an accurate
representation of the value of the units either as the Fund itself has
suggested in its release dated 24 January 2011 that the underlying economic
impact of the recent change in deferred tax liability is only euro 0.08 per
unit rather than the nearly euro 0.70 per unit implied by the IFRS NAV.

PLD also notes that its tender offer represents a premium to the
unaffected closing price of the units. We believe that the previous trading
price is not a valid indicator of value because PEPR's price was artificially
held down by the Fund's refusal to reinstate the regular dividend. Until
recently, PEPR was one of the cheapest publicly-traded real estate entities
in Europe on a number of different metrics despite having a very young
portfolio located in key barrier markets, an impressive list of tenants,
market-leading occupancy levels, and a conservative leverage profile. The
only possible reason for the gap between the NAV and trading price of PEPR
units is that PEPR is one of a handful of listed entities that does not pay a
dividend.

Finally, we would like to remind the members of the PEPR Board and of the
board of directors of ProLogis Management s. a r. l. (collectively the
Board), and in particular of the independent directors of the PEPR Board, of
their fiduciary duty and obligation to act in the best interests of PEPR and
in a manner consistent with maximizing value for all unitholders. We are
concerned about the conflicts of interest inherent in PLD's position as both
(i) the controlling shareholder of ProLogis Management s. a. r. l., the
external manager of the Fund and (ii) a potential acquirer. It is not lost on
us that PLD has increased its ownership of PEPR units twice after suspending
the dividend, both times at a discount to EPRA NAV. Given this conflict, it
is curious that the offer document invites ProLogis Management s. a. r. l. to
give its advice on the PLD Tender Offer despite the fact that it is a related
party.

In light of the above, we believe that the offer should be revised using
best business practice and valuation methods to ensure that the holders of
units are treated fairly, are afforded a fair price for their units, and are
given a genuine opportunity to make an informed decision with respect to the
PLD Tender Offer.

We strongly express our hope that the Board understands and takes its
fiduciary duties seriously in seeking out the best possible outcome for all
the unitholders. While we are prepared to be accommodating to help the
process, we respectfully reserve all our rights in respect of the PLD Tender
Offer. In particular, we reserve the right to resort to the competent
authorities, the Commission de Surveillance du Secteur Financier and the
Authority for the Financial Markets, to take action and determine the fair
price for the units, which we believe would result in a higher value being
paid to unitholders than the current price. In addition, we have serious
doubts that the tender offer constitutes a proper tender offer governed by
the Luxembourg law of 19 May 2006, since such law per se only applies to
incorporated entities, not to entities like PEPR, which is a fonds commun de
placement lacking legal personality of its own.

Yours sincerely,

(sig)

Aman Kapadia

Director

About Fir Tree Partners

Fir Tree Partners is a private investment firm formed in 1994 that
manages over $6.5 billion in assets.

Scott Tagliarino or Monica Everett, ASC Advisors LLC, +1-203-992-1230

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