Bond Prologix 0.875% ( XS2021462440 ) in EUR

Prologix

90.89 % ▼

Luxembourg

XS2021462440 ( in EUR )

0.875% per year ( payment 1 time a year)

08/07/2029

Prospectus brochure of the bond Prologis XS2021462440 en EUR 0.875%, maturity 08/07/2029

09/07/2025 ( In 59 days )

Prologis is a global real estate investment trust (REIT) specializing in the ownership, management, and development of logistics and distribution facilities.

The Bond issued by Prologix ( Luxembourg ) , in EUR, with the ISIN code XS2021462440, pays a coupon of 0.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 08/07/2029

Base Prospectus dated 28 April 2021
PROLOGIS INTERNATIONAL FUNDING II S.A.
(a Luxembourg société anonyme)
EUR 5,000,000,000
Guaranteed Euro Medium Term Note Programme
guaranteed by
Prologis European Logistics Fund, FCP-FIS
(a Luxembourg fonds commun de placement--fonds d'investissement spécialisé)
Under the Guaranteed Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Prologis International Funding II S.A.
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Guaranteed Euro Medium Term Notes
guaranteed by Prologis Management II S.à r.l. acting in its own name and on behalf of Prologis European Logistics Fund, FCP-FIS (the "Guarantee" and the
"Guarantor", respectively) (the "Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will
not exceed 5 billion (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as
described herein.
Application has been made to the Luxembourg Stock Exchange in its capacity as market operator of Euro MTF under the Luxembourg law dated 16 July 2019
relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law") to list Notes issued under the Programme
on the Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF") for a period of 12 months from the date of this Base Prospectus. References
in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Euro MTF and are
intended to be listed on the Official List of the Luxembourg Stock Exchange (the "Official List"). The Luxembourg Stock Exchange's Euro MTF is not a
regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended
("MiFID II"). However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the issue of any Notes will specify
whether or not such Notes will be listed on the Official List and admitted to trading on the Euro MTF (or any other stock exchange). If any Green Bonds (as
defined herein) are to be issued under the Programme and listed on the Official List, the Issuer may also apply for such Green Bonds to be displayed on the
Luxembourg Green Exchange ("LGX"). This Base Prospectus does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the
"Prospectus Regulation") nor for the purposes of Article 18 of the Luxembourg Law.
Each Series (as defined in "Overview of the Programme Method of Issue") of Notes will be represented by registered certificates (each a "Certificate"),
one Certificate being issued in respect of each Noteholder's entire holding of Notes of one Series. Notes issued in global form will be represented by registered
global certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping Structure (the "NSS"), the Global Certificate will be
delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV
("Euroclear") or Clearstream Banking, S.A. ("Clearstream, Luxembourg"). Global Certificates which are not held under the NSS will be deposited on the
issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream Luxembourg (the "Common Depositary").
The provisions governing the exchange of interests in Global Certificates and definitive Notes are described in "Summary of Provisions Relating to the Notes
while in Global Form".
The Programme is rated A3 by Moody's Deutschland GmbH ("Moody's") and A- by S&P Global Ratings Europe Limited ("S&P").
S&P and Moody's are established in the European Economic Area ("EEA") and are registered under Regulation (EC) No 1060/2009, as amended (the "EU
CRA Regulation"). As such, each of Moody's and S&P is included in the list of credit rating agencies registered in accordance with the EU CRA Regulation
and published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/list-registered-and-certified-
CRAs) in accordance with the EU CRA Regulation. The Programme and Tranches of Notes (as defined in "Overview of the Programme Method of Issue")
to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating
assigned to the Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Arrangers for the Programme
BOFA Securities
ING
J.P. Morgan
NatWest Markets
Dealers
BBVA
BOFA Securities
BNP PARIBAS
CaixaBank
Crédit Agricole CIB
Deutsche Bank
HSBC
ING
J.P. Morgan
NatWest Markets

This Base Prospectus is not a prospectus for the purposes of the Prospectus Regulation and has been drawn up
in accordance with the rules and regulations of the Luxembourg Stock Exchange in continuity with article 62
of the Luxembourg Law. The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market
within the meaning of MiFID II.
The Issuer and the Guarantor (the "Responsible Persons") accept responsibility for the information contained
in this Base Prospectus and any final terms. To the best of the knowledge of each of the Issuer and the Guarantor
(having taken all reasonable care to ensure that such is the case) the information contained in this Base
Prospectus and any final terms is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference"), with any supplement thereto and should be read and construed
with the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, the Trustee or
any of the Arrangers and the Dealers (as defined in "Overview of the Programme"). Neither the delivery of this
Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented or that there has
been no adverse change in the financial position of the Issuer or the Guarantor since the date hereof or the date
upon which this Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
IN THE CASE OF ANY NOTES ISSUED UNDER THE PROGRAMME, THE MINIMUM SPECIFIED
DENOMINATION SHALL BE 100,000 (OR ITS EQUIVALENT IN ANY OTHER CURRENCY AS AT
THE DATE OF ISSUE OF THE NOTES).
None of the Arrangers nor any of the Dealers accepts any responsibility nor makes any representation as to the
suitability of any Green Bonds (as defined herein), including the listing or admission to trading thereof on any
dedicated `green', `environmental', `sustainable', `social' or other equivalently-labelled segment of any stock
exchange or securities market, to fulfil any green, social, environmental or sustainability criteria required by
any prospective investors. The Arrangers and the Dealers have not undertaken, nor are they responsible for, any
assessment of the eligibility criteria for Eligible Green Projects (as defined herein), any verification of whether
the Eligible Green Projects meet such criteria or the monitoring of the use of proceeds of any Green Bonds (or
amounts equal thereto). Investors should refer to any green bond framework which the Issuer, the Guarantor or
any of their affiliates may publish from time to time, any second party opinion delivered in respect thereof, and
any public reporting by or on behalf of the Issuer in respect of the application of the proceeds of any issue of
Green Bonds for further information. Any such green bond framework and/or second party opinion and/or
public reporting will not be incorporated by reference in this Base Prospectus and none of the Arrangers nor
any of the Dealers makes any representation as to the suitability, reliability or the contents thereof.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
2

target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arrangers
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the UK MiFIR Product Governance Rules.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within
the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by
the Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes, the
3

Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Notice to investors in Canada: The Notes may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories
of Canada may provide a purchaser with remedies for rescission or damages if this Base Prospectus (including
any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section
3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section
3A.4) of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Dealers are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection
with the offerings of the Notes contemplated in this Base Prospectus as completed by the Final Terms in relation
thereto.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Guarantor, the Arrangers and the Dealers to inform themselves about and to observe any such restriction. The
Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"), and subject to certain exceptions, Notes may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")). For a description of certain restrictions on offers and sales of Notes and on distribution of
this Base Prospectus, see "Subscription and Sale".
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantor, the Trustee,
the Arrangers, the Dealers, or any director, officer, employee, agent or affiliate of any such person or any of
them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes.
Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.
To the fullest extent permitted by law, none of the Trustee, the Arrangers, the Dealers or the auditors of the
Issuer and/or the Guarantor accepts any responsibility for the contents of this Base Prospectus or for any other
statement, made or purported to be made by an Arranger or a Dealer or on its behalf in connection with the
Issuer, the Guarantor, or the issue and offering of the Notes. The Trustee, each Arranger and each Dealer
accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Base Prospectus or any such statement. Neither this
Base Prospectus nor any of the documents incorporated by reference herein are intended to provide the basis of
any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Guarantor, the Trustee, the Arrangers, the Dealers or the auditors of the Issuer and/or the Guarantor that any
recipient of this Base Prospectus or any of the documents incorporated by reference herein should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
4

None of the Arrangers or the Dealers undertakes to review the financial condition or affairs of the Issuer or the
Guarantor during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor
or potential investor in the Notes of any information coming to the attention of any of the Arrangers or the
Dealers. See "Risk Factors" for a description of certain factors relating to an investment in the Notes, including
information about the Fund's (as defined below) business.
None of the Trustee, the Arrangers or the Dealers nor any of their respective directors, affiliates, advisers or
agents has made an independent verification of the information contained in this Base Prospectus in connection
with the issue or offering of the Notes and no representation or warranty, express or implied, is made by the
Trustee, the Arrangers, the Dealers or any of their respective directors, affiliates, advisers or agents with respect
to the accuracy or completeness of such information nor do the Dealers or any of their respective directors,
affiliates, advisers or agents take any responsibility for the acts or omissions of the Issuer, the Guarantor or any
other person (other than the relevant Dealer) or the accuracy or completeness of any information in connection
with the issue and offering of the Notes. Nothing contained in this Base Prospectus is, is to be construed as, or
shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Trustee,
the Arrangers, the Dealers or any of their respective directors, affiliates, advisers or agents in any respect. The
contents of this Base Prospectus are not, are not to be construed as, and should not be relied on as, legal, business
or tax advice and each prospective investor should consult its own legal and other advisers for any such advice
relevant to it (including, but not limited to, as to compliance with the selling restrictions set out under
"Subscription and Sale"). Each recipient of this Base Prospectus or any Final Terms shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.
In connection with the issue of any Tranche (as defined in "Overview of the Programme Method of Issue")
of Notes, one or more relevant Dealers (if any) named as stabilisation manager in the relevant Final Terms (each
a "Stabilisation Manager") (or any person acting on behalf of any Stabilisation Manager) may over-allot Notes
or effect transactions with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche
of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager
(or any person acting on behalf of any Stabilisation Manager) in accordance with all applicable laws and rules.
The Luxembourg Stock Exchange takes no responsibility for the content of this Base Prospectus, makes no
representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this Base Prospectus.
BENCHMARKS REGULATION Interest and/or other amounts payable under the Notes may be calculated
or otherwise determined by reference to the Euro Interbank Offered Rate ("EURIBOR"), the London Interbank
Offered Rate ("LIBOR") or the euro short-term rate ("STR"), which are provided by the European Money
Markets Institute ("EMMI"), the ICE Benchmark Administration Limited ("ICE") and the European Central
Bank, respectively.
As at the date of this Base Prospectus, from the list of the above-named administrators, only EMMI appears on
the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU)
2016/1011) (the "BMR"). However, Article 51 (Transitional provisions) of the BMR provides that index
providers already providing a benchmark on 30 June 2016 have until 31 December 2021 to apply for
authorisation or registration in accordance with Article 34 (Authorisation and registration of an administrator)
of the BMR and may continue to provide such an existing benchmark until 31 December 2021 or, where the
index provider submits an application for authorisation or registration, unless and until such authorisation or
5

registration is refused. Similarly, third country benchmarks already used in the European Union (the "EU")
prior to 31 December 2021 can continue to be used. The registration status of an administrator under the BMR
is a matter of public record and, save where required by law, the Issuer does not intend to update the Base
Prospectus or the Final Terms to reflect any changes in the registration status of the administrator.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The audited consolidated financial statements of the Guarantor as at and for the years ended 31 December 2019
and 2020 (each incorporated by reference in this Base Prospectus as described under "Documents Incorporated
by Reference" below) have been prepared in accordance with International Financial Reporting Standards as
adopted by the EU ("IFRS"). Accordingly, all financial information presented this Base Prospectus in respect
of the Guarantor has been prepared in accordance with IFRS, unless otherwise specified.
The audited consolidated financial statements of the Issuer as at and for the years ended 31 December 2019 and
2020 (each incorporated by reference in this Base Prospectus as described under "Documents Incorporated by
Reference" below) have been prepared in accordance with legal and regulatory requirements and generally
accepted accounting principles in Luxembourg ("Luxembourg GAAP"). Accordingly, all financial
information presented this Base Prospectus in respect of the Issuer has been prepared in accordance with
Luxembourg GAAP, unless otherwise specified.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"U.S. dollars", "USD" and "U.S.$" are to the lawful currency of the United States of America, to "Euro",
"euro", "EUR" and "" are to the currency introduced at the start of the third stage of the European Economic
and Monetary Union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the
introduction of the euro, as amended from time to time, and to "Sterling" and "£" are to pounds sterling.
Certain amounts which appear in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them
or from which they are derived or extracted.
The contents of any website referred to in this Base Prospectus shall not be incorporated into this Base
Prospectus, save for the documents incorporated by reference as described under "Documents Incorporated by
Reference" below.
6

DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus should be read and construed in conjunction with the following:

the audited annual accounts of the Issuer for the years ended 31 December 2019 and 31 December 2020,
in each case together with the audit report thereon;

the audited consolidated financial statements of the Guarantor for the years ended 31 December 2019
and 31 December 2020, in each case together with the audit report thereon;

the Terms and Conditions set out on pages 42 to 73 of the base prospectus published by the Issuer dated
11 October 2013;

the Terms and Conditions set out on pages 39 to 68 of the base prospectus published by the Issuer dated
14 October 2014;

the Terms and Conditions set out on pages 41 to 69 of the base prospectus published by the Issuer dated
23 February 2018;

the Terms and Conditions set out on pages 44 to 72 of the base prospectus published by the Issuer dated
16 April 2019; and

the Terms and Conditions set out on pages 48 to 85 of the base prospectus published by the Issuer dated
16 April 2020.
Such documents shall be incorporated in and form part of this Base Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded for the
purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not, except as so modified or superseded, constitute a part of this Base Prospectus. Any documents
themselves incorporated by reference in the documents incorporated by reference in this Base Prospectus shall
not form part of this Base Prospectus.
In relation to each issue of Notes, this Base Prospectus should be read and construed in conjunction with the
relevant Final Terms.
Copies of documents incorporated by reference in this Base Prospectus may be obtained from the website of
the Luxembourg Stock Exchange (www.bourse.lu).
The tables below set out the relevant page references for the financial information incorporated by reference
herein. Information contained in the documents incorporated by reference other than information listed in the
table below is for information purposes only, and does not form part of this Base Prospectus.
Audited annual accounts of the Issuer for the year ended 31 December 2019
Report of the Réviseur d'entreprises agréé...........................................................................
Pages 3-5
Balance Sheet......................................................................................................................
Pages 6-9
Profit and loss account ........................................................................................................
Page 10
Notes to the Annual Accounts..............................................................................................
Pages 11-15
7

Audited annual accounts of the Issuer for the year ended 31 December 2020
Report of the Réviseur d'entreprises agréé...........................................................................
Pages 3-5
Balance Sheet......................................................................................................................
Pages 6-9
Profit and loss account ........................................................................................................
Page 10
Notes to the Annual Accounts..............................................................................................
Pages 11-16
Audited consolidated financial statements of the Guarantor for the year ended 31 December 2019
Report of the Réviseur d'entreprises agréé...........................................................................
Pages 5-7
Consolidated Statement of Financial Position as at 31 December 2019.................................
Page 8
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year
Ended 31 December 2019....................................................................................................
Page 9
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2019...........
Page 10
Consolidated Statement of Cash Flows for the Year Ended 31 December 2019.....................
Page 11
Consolidated Statement of Investment Property for the Year Ended 31 December 2019........
Page 12
Notes to the Consolidated Financial Statements for the Year Ended 31 December 2019........
Pages 13-48
Audited consolidated financial statements of the Guarantor for the year ended 31 December 2020
Report of the Réviseur d'entreprises agréé...........................................................................
Pages 5-7
Consolidated Statement of Financial Position as at 31 December 2020.................................
Page 8
Consolidated Statement of Profit or Loss and Comprehensive Income for the Year Ended 31
December 2020...................................................................................................................
Page 9
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2020...........
Page 10
Consolidated Statement of Cash Flows for the Year Ended 31 December 2020.....................
Page 11
Consolidated Statement of Investment Property for the Year Ended 31 December 2020........
Page 12
Notes to the Consolidated Financial Statements for the Year Ended 31 December 2020........
Pages 13-49
8

ABOUT THIS BASE PROSPECTUS
Unless otherwise indicated or unless the context requires otherwise, any reference in this Base Prospectus to:

"Fund" means Prologis European Logistics Fund, FCP-FIS, a Luxembourg fonds commun de
placement--fonds d'investissement spécialisé under Luxembourg law dated 13 February 2007 on
specialised investment funds, as amended (the "SIF law") and qualifying as an alternative investment
fund ("AIF") under the law of 12 July 2013 on alternative investment fund managers (the "AIFM Law")
represented by the Management Company, and its subsidiaries, including the Issuer, except where it is
made clear that the applicable terms mean only Prologis European Logistics Fund, FCP-FIS, the Issuer
or both;

"Group" means the Fund and its direct and indirect subsidiaries;

"Guarantor" means the Management Company acting in its own name and on behalf of Prologis
European Logistics Fund, FCP-FIS;

"Issuer" means Prologis International Funding II S.A., a public limited liability company (société
anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its
registered office at 34-38, avenue de la Liberté, L-1930 Luxembourg, Grand Duchy of Luxembourg and
registered with the Luxembourg Register of Commerce and Companies under number B-163.039;

"Management Company" means Prologis Management II S.à r.l., a private limited liability company
(société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of
Luxembourg, having its registered office at 34-38, avenue de la Liberté, L-1930 Luxembourg, Grand
Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under
number B-131.417 and having a share capital of EUR 125,000, acting in its own name, a Prologis
affiliate. In order to comply with the requirements of the AIFM Law, the Management Company
obtained a licence as a Luxembourg alternative investment fund manager (an "AIFM") on 8 September
2014 and has been appointed as the Fund's AIFM;

"Prologis" means Prologis, Inc., a Maryland corporation, and its subsidiaries; and

"Prologis Related Party" means (a) an entity that directly or indirectly is controlled by Prologis or (b)
an entity at least 35 per cent. of whose economic interest is owned directly or indirectly by Prologis (for
the avoidance of doubt, the Fund shall be considered a Prologis Related Party).
Final Terms and Drawdown Prospectus
In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus (as defined in "Overview of
the Programme"), each reference in this Base Prospectus to information being specified or identified in the
relevant Final Terms shall be read and construed as a reference to such information being specified or identified
in the relevant Drawdown Prospectus unless the context requires otherwise.
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FORWARD-LOOKING STATEMENTS
Certain of the statements included in this Base Prospectus that are not historical facts are forward-looking
statements. These forward-looking statements are based on current expectations, estimates and projections
about the industry and markets in which the Fund operates, management's beliefs and assumptions made by
management of the Fund. Such statements involve uncertainties that could significantly impact the Fund's
financial results.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks" and "estimates", variations of
such words and similar expressions are intended to identify such forward-looking statements, which generally
are not historical in nature. All statements that address operating performance, events or developments that the
Fund expects or anticipates will occur in the future -- including statements relating to rent and occupancy
growth, changes in acquisition or disposition activity, general conditions in the geographic areas where the Fund
operates, the Fund's debt and financial position and the availability of capital in the Fund -- are forward-
looking statements. These statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict.
Although the Management Company acting in its own name and on behalf of the Fund believes the expectations
reflected in any forward-looking statements are based on reasonable assumptions, the Management Company
acting in its own name and on behalf of the Fund can give no assurance that its expectations will be attained
and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such
forward-looking statements. Some of the factors that may affect outcomes and results include, but are not
limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets,
interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for the Fund's
properties, (iv) risks associated with acquisitions, dispositions and development of properties, (v) availability
of financing and capital, the levels of debt that the Fund maintains and its credit ratings, (vi) risks of doing
business internationally, including currency risks, (vii) environmental uncertainties, including risks of natural
disasters, and (viii) those additional factors described under "Risk Factors". The Management Company acting
in its own name and on behalf the Fund undertakes no duty to update any forward-looking statements appearing
in this Base Prospectus except as may be required by law.
Subject to the Issuer's and the Guarantor's obligations under the applicable laws and regulations of any relevant
jurisdiction (including, without limitation, Luxembourg) in relation to disclosure and ongoing information,
neither the Issuer nor the Guarantor undertakes any obligation to update publicly or revise any such forward-
statements, whether as a result of new information, future events or otherwise.
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