heBritis hLandCompany PLC
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nnual G eneral M eetin gFriday 19 July 2013 at 11.00 am
A
Attendance Card
If you plan to attend the annual general meeting of The British Land Company PLC to be held on Friday 19 July 2013, please bring this card with you.
Please note that the meeting is due to com mence at 11.00 am (British Sum mer Time) at:
The Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL.
The British Land Company PLC
Form of proxy
Voting ID Task ID Shareholder Reference Number 1430-103-S + +
To be used for the annual general meeting of The British Land Company PLC (the Company) to be held at The Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL on Friday 19 July 2013 at 11.00 am (British Summer Time (BST)) (the AGM).
Please indicate here with an 'X' if this form of proxy is one of multiple forms of proxy being submitted by you, and refer to note 4 overleaf.
I / We being (a) holder(s) of ordinary shares of 25p each in the Company hereby appoint the Chairman of the AGM or
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in respect of all my shares or |
to be my / our proxy to |
| exercise all or any of my / our rights to attend, speak and vote on my / our behalf at the AGM and at any |
|
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| adjournment thereof. Please refer to notes 3 and 4 overleaf. |
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Please indicate your vote by marking the appropriate boxes in black ink like this ✘
| Resolutions |
For Against Vote |
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Resolutions |
For Against Vote |
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Ordinary business
(All ordinary business to be resolved by ordinary resolution)
1 To receive the Accounts and
Directors' Report for the year
ending 31 March 2013.
2 To approve the Directors'
Remuneration Report.
3 To re-elect Aubrey Adams
as a director.
4 To re-elect Lucinda Bell
as a director.
5 To re-elect Simon Borrows
as a director.
6 To re-elect John Gildersleeve
as a director.
7 To re-elect Chris Grigg
as a director.
8 To re-elect Dido Harding
as a director.
9 To re-elect William Jackson
as a director.
10 To re-elect Charles Maudsley
as a director.
11 To re-elect Richard Pym
as a director.
12 To re-elect Tim Roberts
as a director. |
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Withheld |
15 To authorise the Directors to
agree the auditor's remuneration.
Special business
16 To authorise the Company by
ordinary resolution to make
limited political donations and
political expenditure of not more
than £20,000 in total.
17 To authorise the Directors by
ordinary resolution to allot shares
up to a limited amount.
18 To authorise the Directors by
special resolution to allot shares
and sell treasury shares without
making a pre-emptive offer to
shareholders.
19 To authorise the Company by
special resolution to purchase its
own shares.
20 To authorise by special resolution
the calling of general meetings
(not being an annual general
meeting) by notice of not less
than 14 clear days.
21 To authorise by ordinary resolution
the adoption of The British Land
Company Long-Term Incentive
Plan 2013. |
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Withheld |
13 To re-elect Lord Turnbull
as a director.
14 To re-appoint Deloitte LLP
as the auditor of the Company. |
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22 To authorise the Directors by
ordinary resolution to offer
ordinary shares (scrip dividends)
to shareholders as an alternative
to cash dividends. |
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This card should not be used for any comments, change of address or other queries.
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Please detach this attendance card before returning your form of proxy.
- 1 As a registered member of the Company, you may appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a member of the Company, but must attend the meeting in person to represent you. You may only appoint a proxy using the procedures set out in these notes. You may not use any electronic address provided in these notes to communicate with the Company for any purposes other than those expressly stated.
- 2 You may appoint a proxy or proxies:
- by completing and returning the form of proxy by post;
- by going to www.sharevote.co.uk and following the instructions provided. You will need the Voting ID, Task ID and Shareholder Reference Number shown on your form of proxy;
- if you have registered with the Equiniti on-line portfolio service, by logging onto your portfolio via www.shareview.co.uk and clicking on the link to vote, then following the instructions provided; and
- if you are a user of the CREST system (including CREST Personal Members), by having an appropriate CREST message transmitted. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID number RA19) by 11.00 am (BST) on Wednesday 17 July 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual (which can be accessed through www.euroclear.com/ site/public/EU1). We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A proxy appointment submitted through www.sharevote.co.uk, www.shareview.co.uk, or the CREST system will not be accepted at any time if found to contain a computer virus.
IMPORTANT: In any case your instructions or the form of proxy in respect of the AGM must be received by the Company's Registrars no later than 11.00 am (BST) on Wednesday 17 July 2013.
- 3 You can appoint the Chairman of the AGM to be your proxy at the AGM. If you wish to appoint the Chairman, you need not change this part of the proxy form. If you wish to appoint someone else to be your proxy, you should delete the words "the Chairman of the AGM or" and write the name of the person you wish to be your proxy in the space provided.
- 4 To appoint more than one proxy, please photocopy the form of proxy for each additional proxy, delete the words "all my shares or" and indicate, in the box next to the proxy's name the number of shares in relation to which you authorise them to act as your proxy. Please also mark the appropriate box on each form to indicate that the form of proxy is one of multiple instructions being given by you.
- 5 You may instruct your proxy how to vote by marking the appropriate box next to each resolution on the form of proxy. Details of the resolutions and the explanatory notes are contained in the circular; these are either enclosed with this form of proxy, or available on the Company's website if you have elected to receive certain Shareholder Communications this way. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting. A vote withheld is not a vote in law, which means that a vote withheld will not be counted in the calculation of votes for or against a resolution.
- 6 This form must be signed. Please note that:
- in the case of a corporation, the form of proxy should be signed by a duly authorised officer or person, under its common seal or in any other manner authorised by its constitution; and
- in the case of joint holders (i) only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorised representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear on the register of members of the Company in respect of the joint holding.
- 7 If necessary, someone else may sign the form on your behalf. In that case, the authority (or a notarially certified copy of such authority) under which the proxy form is signed must be sent with the form. If a proxy is being appointed by an attorney, the power of attorney (or a notarially certified copy of such power of attorney) must be sent with the proxy form, unless it has been previously lodged with the Company's registrars.
- 8 Please initial any amendments made to this form.
- 9 Submitting a form of proxy or making an appointment through www.sharevote.co.uk, www.shareview.co.uk, or the CREST system will not prevent you from attending the meeting and voting in person.