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Executives

Hamid R. Moghadam - Co-Chief Executive Officer, Chairman, and Member of Executive Committee

Edward S. Nekritz - Chief Legal Officer and Secretary

Prologis (PLD) 2012 Annual Meeting May 3, 2012 5:00 PM ET

Hamid R. Moghadam

Much our appreciation to you for attending this meeting. At this time, I'd like to call this meeting to order. I'd like to introduce the Prologis Board of Directors. As I call your name, please stand and be recognized. Walt Rakowich, our co-CEO; Bud Lyons, our Lead Independent Director; George Fotiades; Christine Garvey; Lydia Kennard; Mike Losh; Jeff Skelton; Carl Webb; Bill Zollars; Mike Steuert, who's joined us via the phone. Mike, could you say hello to the audience, please? Okay. Also in attendance are the following Prologis executive committee members. Please stand and be recognized as I call your name. Gary Anderson, Mike Curless, Nancy Hemmenway, Guy Jaquier, Ed Nekritz, Tom Olinger and Gene Reilly.

At this time, I'd like to ask the Chief Legal Officer and Corporate Secretary of Prologis, Ed Nekritz, to present proof of the calling of the meeting and the list of the stockholders.

Edward S. Nekritz

I present the notice of Prologis' 2012 Annual Meeting which is set forth in the notice regarding the availability of proxy materials provided to shareholders, as well as at the front of the proxy statement for the 2012 Annual Meeting. An electronic list of the registered stockholders of Prologis as of the record date of March 9, 2012, is available for this meeting. This list shows that there were 460,015,170 shares of common stock issued and outstanding on the record date. Finally, I present the affidavit of distribution showing that the annual meeting notice was mailed on or about March 23, 2012.

Hamid R. Moghadam

Thank you, Ed. Please place a copy of the notice and your affidavit in the minute book. The electronic list of registered stockholders of Prologis is available at the table in front of the room for the duration of this meeting. I hereby appoint Deborah Briones as inspector of election. Please make a poll of the shares represented at the meeting, count their votes and make a report of the results. The secretary will file a copy of the oath of the inspector of elections with the minutes of the meeting.

The polls are now open for each matter to be voted on today. Are there any stockholders present who have not turned in proxies, who have previously voted online or turned in proxy cards but want to vote in person?

Any stockholder who's previously given his or her proxy need not vote unless he or she decides to revoke the proxy and vote by written ballot at this meeting. Please don't fill out a ballot unless you want to change your proxy vote. If you desire a ballot, please raise your hand and one will be brought to you.

All ballots having been collected, I declare the polls for each matter voted upon at this meeting closed. The inspector of elections has tabulated the ballots, and the secretary will now announce the shares of common stock represented at the meeting.

Edward S. Nekritz

The ballots have been tabulated and there are, present in person or by proxy at this meeting, holders of record of at least 413,493,800 shares of common stock constituting 89.9% of the total outstanding shares of common stock as of the record date. At least a majority of the company's issued and outstanding shares of common stock entitled to vote are represented in person or by proxy at today's meeting. Since the majority of the company's shares are represented here today, a quorum is present, the meeting is duly constituted, and the business of the meeting may proceed.

Hamid R. Moghadam

Thank you. The report of the secretary on the existence of a quorum is accepted. The meeting is properly convened, and we will proceed with the transaction of business. The first order of business today is the election of directors to serve until the next annual meeting of stockholders in 2013 or until successors are duly elected and qualified. 11 directors are to be elected today. As indicated in the company's proxy statement, the Board of Directors has nominated the following persons: Myself, George Fotiades, Christine Garvey, Lydia Kennard, Mike Losh, Bud Lyons, Walt Rakowich, Jeff Skelton, Mike Steuert, Carl Webb and Bill Zollars.

The company has an advanced notice provision in the bylaws concerning the nomination of directors. Accordingly, all nominations are closed. The secretary will announce the votes cast on the election of the nominated directors.

Edward S. Nekritz

The ballots have been tabulated. If the number of votes cast for each nominated director exceeded the number of votes cast against each director, each nominated director received a favorable vote of the majority of the aggregate of votes cast and the nominated directors are hereby elected. The voting results for each director will be inserted into the minutes of this meeting.

Hamid R. Moghadam

The second matter to be acted upon by the stockholders on an advisory basis is the approval of an executive compensation for 2011. The proposal, commonly referred to as a say-on-pay proposal is not binding on the company. However, the compensation committee values inputs from the stockholders and will consider the outcome of the votes when they make future compensation decisions.

Edward S. Nekritz

There were at least 387,982,235 total votes cast in favor of the motion, representing 93.8% of the shares of common stock represented at the meeting. As the holders of at least a majority of the shares represented at the meeting had voted in favor of this proposal, Prologis, Inc. 2011 executive compensation has been approved.

Hamid R. Moghadam

The third matter to be acted upon by the stockholders is the advisory vote on the frequency of future advisory votes on executive compensation. The action of performing an advisory vote every 1, 2 or 3 years was proposed to the stockholders. The option receiving the highest number of votes will be the frequency recommended by the stockholders.

Edward S. Nekritz

The frequency of future advisory votes on executive compensation recommended by the shareholders is every year as such option received the highest number of votes.

Hamid R. Moghadam

The fourth matter to be acted upon by the stockholders is the approval and adoption of Prologis, Inc.'s 2012 long-term incentive plan.

Edward S. Nekritz

There were at least 386,630,095 total votes cast in favor of the motion representing 96.5% of the shares of common stock represented at the meeting. As the holder of the majority of shares of common stock represented at the meeting voted in favor of this proposal and the total votes cast on the proposal represents over 50% of all shares entitled to vote on the proposal, the Prologis, Inc. 2012 long-term incentive plan is hereby approved and adopted.

Hamid R. Moghadam

The fifth matter to be acted upon by the stockholders is the approval and adoption of an amendment to our Articles of Incorporation to increase the number of shares of common stock authorized under our charter by 500 million shares. The approval will bring the total number of shares of common stock authorized under our charter to 1 billion shares.

Edward S. Nekritz

There were at least 398,220,779 total votes cast in favor of the motion, representing 86.6% of the outstanding shares of common stock. As the holders of at least 2/3 of the outstanding shares of common stock voted in favor of this proposal, the amendment to the Articles of Incorporation is hereby approved and adopted.

Hamid R. Moghadam

The final matter to be acted upon is the ratification of the appointment of Prologis' independent registered public accounting firm for 2012. KPMG LLP has been recommended by the audit committee to the board for reappointment.

Edward S. Nekritz

There were at least 409,868,171 total votes cast in favor of the motion representing 99.1% of the common shares of stock voted at the meeting. As the holders of the majority of the shares represented at the meeting voted in favor of this proposal, the appointment of KPMG as Prologis' independent registered public accounting firm is approved.

Hamid R. Moghadam

Before we adjourn, I'd like to introduce Michael Keys and Paul Noco [ph] from KPMG. They'll be happy to answer any questions you might have. If there's no -- if there are no questions for KPMG or otherwise, that concludes the scheduled business of the meeting. Is there any other business to come before the meeting? If not, the meeting is hereby adjourned. Thank you very much for coming.

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