Land Securities Group PLC

Proxy Solicitation & Information Statement • Jun 12, 2017

ATTEN DANCE Be a greener shareholder

Annual General Meeting

CARD If you receive shareholder communications by post, you can do your bit for the environment by not only reading our 2017 Annual Report online, but also by Thursday, 13 July 2017 Clt 10.000!" Landsec choosing to receive your Form of Proxy voting instructions via e-mail and voting electronically, rather than having paper versions sent by post. It certainly makes environmental sense.

To sign up for this service please Visit www.5horeview.co.uk and click on 'Register' under the 'Portfolio' section.

Go online! How to send your Proxy voting instruction electronically

Lond Securities Group PLC is committed to electronic communications and we are pleased to be oble to offer our shareholders the opportunity to submit Forms of Proxy using the internet. Even though you have received a paper version of your Form of Proxy, To be held at: you can still vote electronically

⁸⁰Victoria Street VIsnt www.-5horevo_re.co.uk and foHow the on-screen Instructsons.

Londsec . , London SW1E SJL

If you attend the Meeting, please sign this Attendance Cord and hand it in on arrival. Please read the attendance notes overleaf.

FORM OF PROXY				L
Securities Group Land
PLC 2017 Annual General Meeting				Landsec
			2549-124—s
II I Voting ID	II	1	l	I
I/We the undersigned, being a hoider(s) of ordinary shares in the Company, hereby appoint the Chairman of the Meeting or	Task 'D	Shareholder Reference number
Name		Tick here if one of mumple proxy oppoimments	Number of shares (if not q uvoting entitlement). (See nmes1 and Z overleof')
Resolutions (me fufl 'ext of the reso'ulions are set out in the Notice of Meenng).	Vme Against withheld For			Vote gownst withheld )>
To receive the 2017 Annua' Report		1] To rarelec' Stacey Ruuch as a Director
2 To approve the Annua' Report on Remuneration		12 To re-elecl Cress'wdo Hogg CBE 05 0 Director
To declare a final dividend ofHJp per ordmory shore 3		13 To rarelecl Edward Bonham Carter 05 a Director
4 To elect Nicho'os Cadbury as a Director		14 To reappoint Emst&Young LLP as uudimr
To ree'ed Dame Anson Curnwath as a Director 5		15 T° "mm" the D'V'em's m de'e'mme the rEmunemtion ofthe auditor
6 To regent Robert Noel as a Director	DUDDDDDDDD DDDDDDDDDD DDDDDDUDDD	To aumonse me Compunylo make polifica' donations	_DDDDDDDDDDE	DDDDDDDDDD _DDDDDDDDDD
To realest Momn Greens'ode use Director 7		17 To authorise the Divectors to anot securities
8 To rarelect Kevin D'Byme as a Director		13 To amhorlse (he Directors m disupp'y preemption ughls'
9 To re 9 9" S'mon '3 BY 05 ° D'recm ' ' - P \I I		19 To authorise the Directors to disapply pre-emplion righxs .

²⁰To omhorisexhe Componyto make marke' purchases 10 To ree'ea Chnstopher Bamam as u Diredor

forthe purposes of ocqwsmons or copltul mvestments"

of Its own Show!

*Specim Resoiut'wons

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NOTES, MAP AND DIRECTIONS

Attending the Annual General Meeting

• . If you are attending the Meeting please sign this card, bring it with you and hand it to the Registrar on arrival. It will speed up your admission to the Meeting.
• For your safety and security, there may be checks and bag searches of those attending the Meeting. We recommend you arrive a little early to allow time for these procedures.
• Tea and coffee will be available before the Meeting.
• Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted.
• 80 Victoria Street offers access for disabled shareholders and a loop system for the hearing impaired.

Access by public transport

Rail London Victoria

Bus Buses stop at or near London Victoria rail station. Please see Transport for London for details. (Mony buses are adapted for wheelchair users.)

Underground

Victoria: Circle, District and Victoria lines St James's Park: Circle and District lines (The nearest exit for the Victoria line is Cardinol Place.)

NOTES Completing the Form of Proxy

• Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the Meeting. A member so entitled may appoint one or more proxy(ies) (who need not be (a) shareholder(s) but who must ottend the Meeting in person to represent them) to exercise all or any of their rights to attend, speak and vote on their behalf.
• $\overline{2}$ You can appoint the Chairman of the Meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
• . To appoint the Chairman as your sole proxy in respect of all your shares, fill in ony voting instructions and sign and date the Form of Proxy, but leave all other proxy appointment details blank.
• . To appoint a single proxy in respect of all your shares other than the Chairman, cross out the words the Chairman of the Meeting or' and insert the name of your proxy. Then complete the rest of the Form of Proxy.
• . To appoint more than one proxy, you should photocopy the Form of Proxy. Please indicate in the box underneath the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designoted account for a shareholder, the full voting entitlement for that designoted account). Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and returned together to Equiniti in the envelope provided.
• Please indicate with an 'X' in the boxes how you wish your vote to be cast. 3 Unless otherwise instructed, the person appointed as your proxy will exercise their discretion as to how they vote or whether they abstain from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the Meeting
• The 'Vote withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution
• If you complete and return the Form of Proxy, this will not prevent you from $\sqrt{2}$ attending in person and voting at the Meeting should you subsequently decide to do so. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
• The Form of Proxy must be signed. If the Form of Proxy is signed by someone else on your behalf, their authority to sign it must be returned with the Form
  of Proxy. In the case of a joint holding, any holder may sign. If the shareholder

is a corporation, the form may be executed under its common seal or by the signature of a duly outhorised officer, attorney or other authorised person whose capacity should be stated.

• In the case of joint holders, only one holder needs to sign this Form of Proxy, $\overline{7}$ but the vote of the first holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders.
• If you submit more than one valid proxy appointment, the latest received $\mathcal{R}$ before the closing date/time will take precedence.
• To be valid, the Form of Proxy, together with the power of attorney or $\circ$ authority (if any) under which it is signed or a copy of such certified copy by a notary, must reach the Company's Registrar, Equiniti, by no later than 10.00 am on 11 July 2017.
• You can register your vote electronically via the Sharevote website at $10$ www.sharevote.co.uk. To vote, you will need to enter the series of numbers quoted on this Form of Proxy and follow the instructions on the website.
• The CREST electronic proxy appointment service is available for CREST members, who should transmit a CREST proxy instruction using the procedures described in the CREST Manual. This is available via www.euroclear.com. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), .
  who will be able to take the appropriate action on their behalf.
• In order for a proxy appointment or instruction mode using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's Registrar, Facility CCREST participant ID RA19) by no later than 10.00 am on 11 July 2017.
  For this purpose, the time of receipt will be taken to be the time (as determined by the time stomp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means
• The Company may treat a CREST Proxy Instruction as invalid in the 13 circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
• You may not use any electronic address provided in this Form of Proxy, the $14$ Notice of Meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.