British Land Co PLC

AGM Information • Jul 18, 2017

Company Number: 621920

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES RESOLUTIONS OF THE BRITISH LAND COMPANY PLC (the Company)

At the Annual General Meeting (AGM) of the Company held at Hyatt Regency London — The Churchill, 30 Portman Square, London W1H 7BH on 18 July 2017, the following resolutions relating to the Special Business of the Meeting were passed:

ORDINARY RESOLUTIONS

RESOLUTION 16

THAT the Company, and any company which is or becomes ^a subsidiary of the Company at any time during the period to which this resolution relates, be and are hereby generally authorised to:

(a) make donations to political parties and independent election candidates;

(b) make donations to political organisations other than political parties; and

(c) incur political expenditure,

during the period commencing on the date this resolution is passed and ending on the expiry of the Company's next AGM, provided that, in each case, any such donation and expenditure made by the Company or by any such subsidiary shall not exceed £20,000 per company and together, those made by any subsidiary and the Company shall not exceed in aggregate £20,000.

Any terms used in this resolution which are defined in Part ¹⁴ of the Companies Act ²⁰⁰⁶ (the ²⁰⁰⁶ Act) shall bear the same meaning for the purposes of this resolution.

RESOLUTION 17

THAT:

• (a) the Directors be generally and unconditionally authorised pursuan^t to section 551 of the 2006 Act to:
• (i) allot shares in the Company, and to gran^t rights to subscribe for, or to convert any security into, shares in the Company:
  • A. up to an aggregate nominal amount of £85,817,956; and
  • B. comprising equity securities (as defined in the ²⁰⁰⁶ Act) up to an aggregate nominal amount of £171,635,913 (including within the applicable limit any shares issued or rights granted under paragrap^h A. above), in connection with an offer by way of ^a rights issue:
  • i. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
  • ii. to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

for ^a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed or, if earlier, at the close of business on 17 October 2018; and

• (ii) make an offer or agreemen^t which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and gran^t rights in pursuance of that offer or agreemen^t as if this authority had not expired;
• (b) subject to paragraph (c) below, all existing authorities given to the Directors pursuan^t to section 551 of the 2006 Act be revoked by this; and
• (c) paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares, or gran^t rights to subscribe for or convert any security into shares, pursuan^t to an offer or agreemen^t made by the Company before the expiry of the authority pursuan^t to which such offer or agreemen^t was made.

SPECIAL RESOLUTIONS

RESOLUTION 18

THAT, subject to passing resolution 17, and in place of the existing power given to them pursuan^t to the special resolution of the Company passed on 19 July 2016, the Directors be generally empowered pursuan^t to section 570 and section 573 of the 2006 Act to allot equity securities for cash pursuan^t to the authority conferred by that resolution 17 as if section 561 (1) of the 2006 Act did not apply to the allotment.

This power:

• (a) expires (unless previously renewed, varied or revoked by the Company in ^a general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed or, if earlier, at the close of business on 17 October 2018, but the Company may make an offer or agreemen^t which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreemen^t as if this power had not expired;
• (b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 1 7(a)(i)(B) by way of ^a rights issue only):
• i. to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. to people who hold other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(c) in the case of the authority granted under resolution 17(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuan^t to paragraph (b) up to an aggregate nominal amount of £12,872,693.

This power applies in relation to ^a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 17" were omitted.

RESOLUTION 19

THAT, subject to the passing of resolution 17, the Directors be generally empowered in addition to any power granted under resolution 18 to allot equity securities for cash pursuan^t to the authority conferred by resolution 17, as if section 561 (i) of the 2006 Act did not apply to the allotment.

This power:

(a) expires (unless previously renewed, varied or revoked by the Company in ^a general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed or, if earlier,

at the close of business on 17 October 2018, but the Company may make an offer or agreemen^t which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreemen^t as if the authority had not expired;

• (b) in the case of the authority granted under resolution 1 7(a)(i)(A) shall be:
• i limited to the allotment of equity securities up to an aggregate nominal amount of £12,872,693; and
• ii used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) ^a transaction which the Directors determine to be an acquisition or other capital investment of ^a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This power applies in relation to ^a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 17" were omitted.

RESOLUTION 20

THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of its ordinary shares, subject to the following conditions:

• (a) the maximum number of ordinary shares authorised to be purchased is 102,981,547;
• (b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 25 pence;
• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange trading system (SETS);
• (d) this authority shall expire at the close of the next AGM of the Companyor, if earlier, at the close of business on 17 October 2018; and
• (e) ^a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in par^t after the expiry of this authority.

RESOLUTION 21

THAT ^a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

ELAINE WILLIAMS Company Secretary