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Land Securities Group PLC

Pre-Annual General Meeting Information Jun 8, 2021

4626_agm-r_2021-06-08_72243cfb-da01-4315-b2f5-c7134388b5cf.pdf

Pre-Annual General Meeting Information

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LAND SECURITIES GROUP PLC

(incorporated and registered in England and Wales under number 4369054)

NOTICE OF ANNUAL GENERAL MEETING

THURSDAY, 8 JULY 2021 AT 10.00AM

80 Victoria Street, London, SW1E 5JL

Please note this Annual General Meeting is being held as a hybrid meeting and we encourage our shareholders to participate virtually.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the action you should take, you should immediately consult a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Land Securities Group PLC, please pass this document and the accompanying Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting of the Company to be held at 10.00am on Thursday, 8 July 2021 at 80 Victoria Street, London, SW1E 5JL is set out on pages 4-7 of this document.

Contents

Letter from the Chairman 3
Notice and Resolutions 4-7
Part I – Explanatory notes 8-13
Part II – Shareholder notes 13-17
Part III – Restricted Share Plan 2021 18-22
Part IV – Electronic Meeting Guidance 22-24

Annual General Meeting

Land Securities Group PLC 80 Victoria Street London SW1E 5JL

Land Securities Group PLC 100 Victoria Street London SW1E 5JL www.landsec.com Registered in England and Wales: No. 4369054

8 June 2021

Dear shareholder,

Annual General Meeting to be held on Thursday, 8 July 2021

As you will recall, last year due to Covid-19, we held a closed AGM with no shareholders able to attend. The health and safety of our shareholders, directors, employees and other stakeholders, remains our priority. However, it is also very important to us to be able to engage effectively with our shareholders, whatever restrictions may be in place at the time of our AGM. Therefore for the first time this year we have chosen to hold our AGM as a hybrid meeting. We strongly encourage our shareholders to take advantage of this and join the meeting virtually. You will be able to watch a live webcast, hear from our CEO and me about business performance throughout the year and our new strategy. You will also be able to ask questions and vote on the resolutions on-line.

If you wish to attend the AGM in person, please register your intention to attend so that we are able to monitor the numbers attending and plan accordingly. All the details on how to join the meeting electronically or in person can be found on page 22 of this Notice of Meeting.

There are 21 Resolutions proposed at this year's AGM and we will take all of these on a poll vote. Explanatory notes to each of these Resolutions are set out in Part 1 of this Notice.

Your Directors consider the Resolutions to be in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do in respect of their own beneficial shareholdings. The voting results will be notified to the London Stock Exchange and posted on our website as soon as possible after the meeting.

I would like to thank you for your continued support, particularly during these challenging times.

Yours sincerely,

Cressida Hogg Chairman

Notice and Resolutions

Land Securities Group PLC 100 Victoria Street London SW1E 5JL www.landsec.com Registered in England and Wales: No. 4369054

Notice of the 2021 Annual General Meeting

Notice is hereby given that the 2021 Annual General Meeting (AGM or Meeting) of Land Securities Group PLC (the Company) will be held at 10.00am on Thursday, 8 July 2021 at 80 Victoria Street, London, SW1E 5JL for the transaction of the following business.

Resolutions 1 to 17 will be proposed as Ordinary Resolutions. To be passed, an Ordinary Resolution requires the approval of shareholders representing a simple majority of the votes cast on the Resolution. Resolutions 18 to 21 will be proposed as Special Resolutions. To be passed, a Special Resolution requires the approval of shareholders representing at least 75% of the votes cast on the Resolution.

Explanatory notes to each of the Resolutions are set out in Part I of this Notice on pages 8-13.

Ordinary Resolutions

1. 2021 Annual Report

To receive and consider the Company's accounts for the financial year ended 31 March 2021, together with the Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those accounts (2021 Annual Report).

2. Directors' Remuneration – Policy

To approve the Directors' Remuneration Policy (effective from the date of approval) as set out in the 2021 Annual Report.

3. Directors' Remuneration – Annual Report

To approve the Annual Report on Remuneration as set out in the 2021 Annual Report.

4. Final Dividend

To declare a final dividend of 9 pence per ordinary share for the financial year ended 31 March 2021.

Election and Re-election of Directors

  • 5. To elect Vanessa Simms as a Director of the Company.
  • 6. To elect Manjiry Tamhane as a Director of the Company.
  • 7. To re-elect Mark Allan as a Director of the Company.
  • 8. To re-elect Colette O'Shea as a Director of the Company.
  • 9. To re-elect Edward Bonham Carter as a Director of the Company.
  • 10. To re-elect Nicholas Cadbury as a Director of the Company.
  • 11. To re-elect Madeleine Cosgrave as a Director of the Company.
  • 12. To re-elect Christophe Evain as a Director of the Company.
  • 13. To re-elect Cressida Hogg as a Director of the Company.

14. Re-appointment of auditor

To re-appoint Ernst & Young LLP (EY) as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

15. Remuneration of auditor

To authorise the Directors to determine the remuneration of the auditor.

16. Authority to make political donations

In accordance with sections 366 and 367 of the Companies Act 2006 (2006 Act), to authorise the Company and any company which is or becomes its subsidiary at any time during the period for which this Resolution has effect to:

  • (i) make political donations to political parties, other political organisations and/or independent election candidates; and
  • (ii) incur other political expenditure,

providing such expenditure does not exceed £50,000 in aggregate for paragraphs (i) and (ii) above.

This authority shall expire after the conclusion of the Company's next Annual General Meeting. Any terms used in this Resolution which are defined in Part 14 of the 2006 Act shall have the same meaning as is given to those terms in Part 14 of the 2006 Act.

17. Authority to allot securities

Pursuant to section 551 of the 2006 Act, to authorise the Directors generally and unconditionally to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

  • (i) up to an aggregate nominal amount of £26,363,525; and
  • (ii) in so far as such shares comprise equity securities (as defined in section 560 of the 2006 Act) up to a further nominal amount of £26,363,525 in connection with an offer by way of a rights issue:
    • (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
    • (b) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

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.

This authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date this Resolution is passed (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority ends and the Directors may allot equity securities or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if the authority had not expired. This authority replaces all previous authorities.

Special Resolutions

18. General authority to disapply pre-emption rights

Subject to Resolution 17 being passed, to authorise the Directors to allot equity securities (pursuant to sections 570 and 573 of the 2006 Act) for cash under the authority given by Resolution 17 and/or to sell treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:

  • (i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities made to (but in the case of the authority granted under paragraph (ii) of Resolution 17, by way of a rights issue only):
    • (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
    • (b) holders of other equity securities, as 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

(ii) in the case of the authority granted under paragraph (i) of Resolution 17 and/or in the case of any sale of treasury shares, to the allotment (otherwise than under paragraph (i) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of £3,954,529 (being 5% of the Company's issued ordinary share capital, excluding treasury shares, as at 21 May 2021).

This power shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date this Resolution is passed, provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted (and treasury shares to be held) after the authorisation expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

19. Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments

Subject to Resolution 17 being passed and in addition to any authority granted under Resolution 18 to allot equity securities (pursuant to the 2006 Act) for cash under the authority given by that Resolution, to authorise the Directors to allot equity securities (pursuant to sections 570 and 573 of the 2006 Act) for cash under the authority given by Resolution 17 and/or to sell treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be:

  • (i) limited, in the case of the authority granted under paragraph (i) of Resolution 17 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,954,529 (being 5% of the Company's issued ordinary share capital, excluding treasury shares, as at 21 May 2021); 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 shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date this Resolution is passed, provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted (and treasury shares to be held) after the authorisation expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

20.Authority to purchase own shares

Pursuant to section 701 of the 2006 Act, to authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares on such terms as the Directors think fit, provided that:

  • (i) the maximum number of ordinary shares that may be acquired is 74,147,414 (being 10% of the Company's issued ordinary share capital, excluding treasury shares, as at 21 May 2021);
  • (ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 102/3p; and
  • (iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
    • (a) 105% 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
    • (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid for an ordinary share on the trading venues where the purchase is carried out.

This authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date this Resolution is passed, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority had not expired.

21. Approve the Company's Restricted Stock Plan.

  • (a) That the rules of the Land Securities Group PLC Restricted Share Plan 2021 (the "2021 RSP") which are summarised in Appendix III to this Notice, which are produced to the AGM and which for the purposes of identification are initialled by the Chairman, be approved and the Directors be authorised to do all such acts and things necessary or desirable to bring the 2021 RSP rules into effect; and
  • (b) That the Directors be authorised to adopt further plans based on the 2021 RSP rules but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the 2021 RSP.

By Order of the Board.

Liz Miles Company Secretary

8 June 2021

Part I

Explanatory notes

Ordinary Resolutions

Resolution 1 – 2021 Annual Report

For each financial year, the Directors must present their report and the accounts of the Company to shareholders at the AGM. The accounts, Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those accounts, and on those parts of the Directors' Remuneration Report and Policy that are capable of being audited, are contained within the 2021 Annual Report.

Resolutions 2 and 3 – Directors' Remuneration – Policy and Annual Report

These Resolutions seek shareholder approval for the Directors' Remuneration Policy set out in the 2021 Annual Report (the Policy) and Directors' Remuneration Report set out in the 2021 Annual Report (the Annual Report on Remuneration) which sets out details of the payments and share awards made to Directors in connection with their performance, and that of the Company, during the year ended 31 March 2021.

In accordance with legislation, the Company offers shareholders a binding vote to approve the Company's policy on Directors' remuneration at least once every three years, but on a more frequent basis if changes to it are proposed. This vote is binding in that the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a Director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy or has otherwise been approved by a resolution of the shareholders of the Company. Shareholders last approved the Company's Remuneration Policy in July 2018.

Resolution 2 seeks shareholder approval of the Company's proposed new Directors' Remuneration Policy. If Resolution 2 is passed, the Policy will become effective immediately. If Resolution 2 is not passed, the Company will continue to operate under its current Directors' Remuneration Policy and will seek shareholder approval for a revised Policy as soon as practicable. The new Policy remains largely unchanged with only a few minor amendments which are as follows:

  • › Pension Executive Directors to be eligible to receive a pension cash allowance of up to 10.5% of salary in line with the wider workforce. Legacy arrangements under the previous policy (25%) will cease.
  • › Annual bonus and LTIP Greater flexibility to select appropriate metrics for annual bonus and LTIP to align with the business strategy.
  • › Share Ownership CEO minimum shareholding requirement increased to 300% (previously 250%) of salary and formalisation of post-cessation shareholding guidelines.
  • › Chairman's Fee Chairman's fee to be set by the Remuneration Committee (previously the Board).
  • › Malus and Clawback Malus and clawback triggers are enhanced.
  • › Recruitment arrangements Introduction of provisions for payment of legal fees in connection with agreeing employment terms.
  • › Termination arrangements Introduction of provisions for legal fees in connection with agreeing termination arrangements and introduction of provisions for outplacement assistance.

Full details of the new Policy are set out in the 2021 Annual Report.

Resolution 3 seeks shareholder approval of the Annual Report on Remuneration, which sets out details of the payments and share awards made to Directors in connection with their performance, and that of the Company, during the year ended 31 March 2021. The vote on the Annual Report on Remuneration is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that Resolution 3 is not passed.

The Company's auditor, Ernst & Young LLP, has audited those parts of the Directors' Remuneration Report required to be audited and its opinion forms part of its independent report to shareholders, which can be found in the 2021 Annual Report.

Resolution 4 – Final dividend

Pursuant to the Board's recommendation, the authority sought from shareholders under this Resolution is to declare a final dividend of 9 pence per ordinary share for the financial year ended 31 March 2021. If approved, the final dividend will be paid as a Property Income Distribution on 23 July 2021 to those shareholders on the Company's statutory register of members as at the close of business on 18 June 2021. Together with the two interim dividends already paid during the financial year, if the final dividend is approved, the total dividend paid by the Company for the financial year ended 31 March 2021 will be up 16.4% at 27 pence per ordinary share (2019/20: 23.2 pence).

The Company offers a Dividend Reinvestment Plan, whereby shareholders can use their cash dividends to purchase additional shares in the Company. Full details can be found on the Company's website: www.landsec.com.

Dividend payments by cheque ceased from October 2020. Shareholders who have not already done so will need to have their dividends paid directly into their personal bank or building society account. Receiving dividends directly into a nominated account has a number of advantages, including the crediting of cleared funds on the actual dividend payment date. To arrange for your future dividends to be paid in this way, please contact Equiniti, the Registrar, (www.shareview.co.uk or Tel: 0371-384 2268) or complete a mandate instruction available on our website: www.landsec.com/investorsshareholders-equityinvestors/dividend-reinvestment-plan-drip and return it to the Registrar. Under this arrangement, dividend confirmations are still sent to your registered address.

Resolutions 5 to 13 – Election and Re-election of Directors

In accordance with the Company's Articles of Association, new Directors appointed since the last AGM are required to seek election to office at the following AGM of the Company. This is the case this year in respect of Vanessa Simms who joined the Board as an Executive Director on 4 May 2021 and Manjiry Tamhane who joined the Board as a Non-Executive Director on 1 March 2021. All other existing Directors are required to stand for re-election at each AGM of the Company. Accordingly, these Resolutions seek shareholder approval for the election of Vanessa Simms and Manjiry Tamhane and the re-election of all the Company's other current Directors with the exception of Stacey Rauch who will step down from the Board on 24 June having served 9 years as a Non-executive Director. All Directors standing for re-election have confirmed their willingness to remain in office.

Details of the internal Board evaluation process can be found in the Corporate Governance section of the 2021 Annual Report. Following such evaluation, the Board considers that each Director continues to be effective and demonstrates commitment to the role.

The independence, effectiveness and commitment of each of the Non-executive Directors has been reviewed and the Nomination Committee was satisfied with the contributions and time commitment of all the Non-executive Directors during the year. The Board is satisfied that each of the Non-executive Directors (excluding the Chairman) remains independent in both character and judgement and there are no relationships or circumstances likely to affect their independence. Accordingly, the Board recommends the election or re-election of all the Directors.

The Board currently has nine Directors (comprising a Non-Executive Chairman, three Executive Directors and five other Non-Executive Directors), whose experience and expertise are derived from a range of industries, sectors and personal characteristics that provide an invaluable perspective on the Company's business. Biographical details for each Director, including their career history, skills, competencies and experience and an explanation of why each Director's contribution to the Board is and continues to be important to Landsec's long-term sustainable success, can be found in the 2021 Annual Report and on our website: www.landsec.com/about/our-management.

Resolutions 14 and 15 – Re-appointment of auditor and determination of its remuneration

EY has indicated its willingness to stand for re-appointment as auditor of the Company. On the recommendation of the Audit Committee, the Board is proposing its re-appointment to office until the conclusion of the AGM in 2022 and also seeking authority to determine its remuneration.

Resolution 16 – Political donations

The 2006 Act requires companies to obtain shareholder consent before they can make donations to a political party, other political organisations or an independent election candidate, or incur any political expenditure. However, the definitions of political donation and political expenditure used in the 2006 Act are very broad and as a result could inadvertently catch support which the Company may wish to give in relation to legitimate activities, such as policy review, law reform and the representation of the business community and special interest groups (such as those concerned with the environment). Such activities are not designed to support any political party or influence public support for any particular party, other political organisation or an independent election candidate.

It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of that expression.

The authority being sought under this Resolution is of a precautionary nature to ensure the Company and its subsidiaries do not inadvertently breach the 2006 Act.

Resolution 17 – Authority to allot securities

Under section 551 of the 2006 Act, the Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders in a general meeting.

The existing authority provided at last year's AGM to allot shares in this way expires at the conclusion of this year's AGM. Consequently, this Resolution seeks to renew the authority for a further period until the earlier of the conclusion of next year's AGM or 15 months from the date this Resolution is passed (unless previously renewed, varied or revoked by the Company in a general meeting).

The aggregate nominal value which can be allotted under the authority set out in paragraph (i) of the Resolution is limited to £26,363,525 (representing 247,158,048 ordinary shares with a nominal value of 102/3p each), which represents approximately one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 21 May 2021, being the latest practicable date prior to the publication of this Notice.

In accordance with guidance issued by The Investment Association, the authority in paragraph (ii) of the Resolution permits the Directors to allot shares, or to grant rights to subscribe for, or convert any security into, shares in the Company only in connection with a fully pre-emptive rights issue, up to a further nominal value of £26,363,525. This amount, together with the authority provided under paragraph (i) of the Resolution, represents approximately two-thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 21 May 2021.

The Directors currently have no intention of issuing new shares, or of granting rights to subscribe for or to convert any security into shares, except in connection with the Company's employee share plans.

As at 21 May 2021 there were 9,839,179 ordinary shares held in treasury, representing approximately 1.3% of the Company's total issued ordinary share capital.

Special Resolutions

Resolutions 18 and 19 – Disapplication of pre-emption rights

Under section 561(1) of the 2006 Act, if Directors wish to allot shares for cash or sell treasury shares for cash (other than pursuant to an employee share scheme), they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when Directors need the flexibility to finance business opportunities by the issue of shares or the sale of treasury shares for cash without a pre-emptive offer having to be made to existing shareholders.

Resolution 18 renews the Directors' power to allot equity securities and sell treasury shares in exchange for cash without first offering them to existing shareholders. Apart from a rights issue or any other pre-emptive offer concerning equity securities, the authority contained in this Resolution will be limited to the issue of shares for cash up to an aggregate nominal value of £3,954,529 (which includes the sale on a non-pre-emptive basis of any shares held in treasury). This number represents approximately 5% of the Company's issued share capital as at 21 May 2021 (excluding treasury shares), being the latest practicable date prior to publication of this Notice.

As contemplated by the Pre-Emption Group's revised Statement of Principles issued in 2015 (the Principles), Resolution 19 seeks an additional and separate authority to disapply pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems (which, for example, might arise with overseas shareholders).

The Board confirms, in accordance with the Principles, that it will only allot shares representing more than 5% of the issued ordinary share capital of the Company for cash pursuant to the authority referred to in Resolution 19, where that allotment is in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment.

Where the authority granted under Resolution 19 is used, the circumstances that have led to its use and the consultation process undertaken will be disclosed by the Company in its next Annual Report.

The Board also confirms, in accordance with the Principles, its intention that (except in relation to an issue pursuant to Resolution 19 in respect of the additional 5% referred to above) no more than 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) will be issued for cash on a non pre-emptive basis during any rolling threeyear period, without prior consultation with shareholders.

While the Directors have no present intention of issuing new shares other than pursuant to employee share plans, the Board considers the authority sought to be appropriate in order to provide the Company with flexibility to take advantage of business opportunities as they arise.

If approved, this authority will expire at the earlier of the conclusion of the next AGM or 15 months from the date this Resolution is passed.

Resolution 20 – Authority to purchase own shares

This Resolution, which will also be proposed as a Special Resolution, renews the authority granted at last year's AGM which expires at the conclusion of this year's AGM.

It authorises the Company to make market purchases of its own ordinary shares, subject to the 2006 Act, up to 10% of the Company's issued ordinary share capital (excluding any treasury shares), should market conditions and the share price justify such action.

The Directors only intend to make use of this authority if to do so would be expected to lead to an increase in the net asset value and earnings per ordinary share for the remaining shareholders and would be in the best interests of shareholders generally, having due regard to appropriate gearing levels, alternative investment opportunities and the overall financial position of the Company. The Company did not purchase any of its own shares during the financial year ended 31 March 2021.

The minimum price, exclusive of expenses, which may be paid for an ordinary share is 102/3p. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of:

  • (a) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of purchase, and
  • (b) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Any shares purchased under this authority may either be cancelled or held as treasury shares by the Company. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Company's employee share plans.

As at 21 May 2021, employee share options were outstanding over 2,653,745 ordinary shares which, if exercised using new issue shares, would represent 0.36% of the Company's issued ordinary share capital (excluding treasury shares). If the proposed authority for the Company to purchase its own shares were used in full, that percentage would increase to 0.40%.

As at 21 May 2021 there were no outstanding warrants to subscribe for equity shares in the Company.

The authority will only be valid until the earlier of the conclusion of the next AGM or 15 months from the date this Resolution is passed.

Resolution 21 – Approval of Restricted Stock Plan

The Company has historically operated a restricted share plan to reward, retain and incentivise key employees below Board level with awards of the Company's shares. As this plan did not have shareholder approval, awards granted under it had to be satisfied using shares that the Company's employee benefit trust had purchased in the market ("market purchase shares"). To increase flexibility as to how the Company satisfies the awards, and given the material number of shares that the Company holds in treasury, the Company is seeking shareholder approval for a new incentive plan, the Restricted Share Plan 2021 (the "2021 RSP"). Shareholder approval of the 2021 RSP will mean that the Company will be able to satisfy awards granted under the 2021 RSP with either newly issued shares or shares the Company holds in treasury, as well as market purchase shares.

As part of the recruitment of the Company's current Executive Directors, the Company compensated (in line with market practice) Mark Allan and Vanessa Simms for deferred bonus and long-term incentive awards that they forfeited as a result of leaving their former employers. As the Company's existing share plans did not permit these compensatory awards to be made, separate one-off arrangements were needed in order to deliver these compensatory awards, which must, under the UK Listing Rules, be satisfied with market purchase shares. It is important for the ongoing success for the Company that it has the necessary flexibility in the future to hire new members of the senior management team and, as part of their recruitment, to be able to offer them compensation for remuneration that they will lose as a result of leaving their former employer. The 2021 RSP therefore allows the Company to make these compensatory awards, which may be satisfied with either newly issued shares or shares the Company holds in treasury, as well as market purchase shares. This will reduce the cash cost of future recruitments to the Company. The proposed 2021 RSP includes market-standard "shareholder dilution" limits. A summary of the key terms of the 2021 RSP is set out in Appendix III to this Notice.

Part II

Shareholder notes

Shareholders' right to vote at the AGM

Only those shareholders entered on the Company's register of members at 6.30pm on 6 July 2021 shall be entitled to attend and vote at the AGM in person, electronically or by proxy in respect of the number of shares registered in their name at that time. If the Meeting is adjourned, the Company specifies that only shareholders entered on the Company's register of members not later than 6.30pm on the day two days prior to the reconvened meeting shall be entitled to attend and vote at the Meeting.

Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person and vote.

Due to social distancing measures, and to ensure the health and safety of our shareholders, directors, employees and other stakeholders, we need to monitor the number of shareholders who intend to attend the AGM in person so that we can plan accordingly.

If you would like to attend the AGM in person

Please pre-register your intention by emailing [email protected] no later than 10.00am on 6 July 2021. Please be aware that we will continue to monitor the evolving impact of Covid-19, including latest Government guidance, and consequently the AGM is subject to change, possibly at short notice.

Attendance Online

To facilitate entry to the Meeting online and participate remotely, shareholders are requested to use the meeting ID (165-487-945), their shareholder reference number (SRN) and PIN (the first two and last two digits of their SRN) and follow the instructions provided. Please refer to page 22 for full instructions.

Questions at the AGM

Any shareholder, corporate representative or proxy has the right to ask questions in relation to the business of the AGM.

Questions can also be submitted in advance of the meeting by email to [email protected], to be received no later than 10.00am on 6 July 2021. You will also be able to submit questions during the AGM via the chat box function. See page 23 for full instructions.

The Company must answer any questions relating to the business being dealt with at the AGM, but no such answers need be given if:

  • (a) to do so would unduly interfere with the presentation for the meeting or involve the disclosure of confidential information;
  • (b) the answer has already been given on a website in the form of an answer to the question; or
  • (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Where it is not possible to answer any questions submitted at the AGM (for example, due to time constraints), the directors will endeavour to answer such questions by publishing responses to the themes raised by the questions on our website as soon as practicable following the meeting.

Shareholder right to appoint a proxy

A shareholder entitled to attend and vote at the AGM may appoint another person as his/her proxy to exercise all or any of his/her rights to vote at the AGM. A shareholder can appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

A proxy need not be a shareholder of the Company. Given the restrictions on attendance, shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy rather than another person who may not be permitted to attend the meeting. Any other person you appoint as proxy will be able to exercise all or any of his or her rights to attend, speak and vote on your behalf at the meeting electronically.

A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice of Meeting. If you do not have a Form of Proxy but believe that you should have one, or if you require additional forms, please contact Equiniti on 0371 384 2128. (Lines are open from 8.30am to 5.30pm, Monday to Friday, except public holidays in England and Wales). Equiniti's overseas helpline number is +44 121 415 7049. You can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy. The person you appoint as proxy vote in accordance with your instructions. If you do not give them any instructions, a proxy may vote or not vote as he or she sees fit.

To be valid, any Form of Proxy, together with any power of attorney or other authority (if any), must be received by hand during normal business hours or by post at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, England, no later than 10.00am on Tuesday, 6 July 2021 (i.e. 48 hours before the time of the Meeting). Appointing a proxy in this way will not prevent you from attending and voting at the AGM electronically or in person should the situation and relevant restrictions change. You must inform Equiniti in writing of any termination of the authority of a proxy.

In the case of joint holders, any one holder may sign the proxy form. The vote of the senior holder who tenders a vote will be counted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names appear on the register of shareholders.

Voting electronically by proxy

Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through the Equiniti website: www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required to use this electronic proxy appointment system.

Alternatively, shareholders who have already registered with Equiniti's online portfolio service, EQ Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their ID and password. Once logged in, click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions.

A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 10.00am on Tuesday, 6 July 2021. Please note that any electronic communication found to contain a computer virus will not be accepted.

You may not use any electronic address provided either in this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

For meetings held on or after 3 September 2020 where the company is a traded company, members have the right to request information to enable them to determine that their vote was validly recorded and counted. If you wish to receive this information please contact our Registrars, Equiniti, on 0371 384 2128 (Lines are open from 8.30am to 5.30pm, Monday to Friday, except public holidays in England and Wales). Equiniti's overseas helpline number is +44 121 415 7049.

The return of a completed Form of Proxy, any other such instrument or any CREST Proxy Instruction will not prevent a member attending the AGM and voting in person (in place of their proxy vote) provided attendance in person remains possible as planned.

Indirect investors

Any person to whom this Notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (Nominated Person) may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to a Nominated Person. The rights described in those paragraphs can only be exercised by shareholders of the Company.

CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 8 July 2021 and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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 made 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 instructions, as described in the CREST Manual available via www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or 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 issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice.

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 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that there are no special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if more than one, they do not do so in relation to the same shares.

Information available on Land Securities Group PLC website

Under section 527 of the 2006 Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on a website under section 527 of the 2006 Act.

The 2021 Annual Report and this Notice are now available on the Company's website: www.landsec.com/investors. However, this notification of availability is not a substitute for shareholders reading those documents themselves.

Total voting rights

As at 21 May 2021, being the last practicable date prior to the publication of this Notice, the Company's total issued share capital consisted of 751,313,323 ordinary shares carrying one vote each, including 9,839,179 shares held in Treasury. Therefore, the total voting rights in the Company as at 21 May 2021 was 741,474,144.

Voting on a poll

All resolutions will be put to vote on a poll to ensure that every vote is recognised, including the votes of shareholders who are unable to attend the meeting but who appoint a proxy for the meeting.

Documents available for inspection

Copies of the Executive Directors' Service Agreements, the Letters of Appointment of the Non-Executive Directors and a copy of the Company's existing Articles of Association are available for inspection at the registered office of the Company during normal business hours from the date of this Notice and will be available on the day of the Meeting from 9.45am until the conclusion of the AGM. Alternatively, shareholders have the option to request an electronic copy of any document by email.

A copy of this Notice, and any other information required by section 311A of the 2006 Act, will also be displayed on the Company's website: www.landsec.com from the date of this Notice until the conclusion of the AGM.

A summary of the principal terms of the proposed 2021 RSP is set out in Appendix III to this Notice. A copy of the proposed 2021 RSP rules will be available for inspection at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the AGM and at the place of the AGM from 15 minutes prior to its commencement until its conclusion.

Part III

Restricted Share Plan 2021

Overview

Under the 2021 RSP, participants are granted awards ("Awards") over ordinary shares ("Shares") in Land Securities Group PLC (the "Company"). Awards are granted to reward, retain and incentivise employees of the Company's group (the "Group"). Where an individual is being recruited into the Group, Awards may also be granted to compensate them for the loss of any incentive awards forfeited on leaving their former employer ("Recruitment Awards").

The 2021 RSP is being presented to shareholders for their approval so that Awards can be satisfied with either new issue or treasury Shares, which will reduce the future cash cost to the Group of operating the 2021 RSP. References in this summary to the "Committee" mean, in respect of any Award granted to a member of the Company's executive committee, the remuneration committee of the Directors and in respect of any other Award, mean any Director.

Awards are not transferable other than to the participant's personal representatives if the participant dies. Benefits received under the 2021 RSP are not pensionable.

Eligibility

Any employee of the Group will be eligible, at the Committee's discretion, to be granted an award under the 2021 RSP. However, as a matter of law, Awards granted to executive directors of the Company (the "Executive Directors") need to be in line with the Company's shareholder-approved directors' remuneration policy (the "Policy"). The Policy currently only allows for Recruitment Awards to be granted to new Executive Directors, not any other form of Award to the Executive Directors. It is not the Committee's current intention to make any Awards to the current Executive Directors. If the Committee considered it appropriate to make an Award (other than a Recruitment Award to a new Executive Director) to an Executive Director, it would first seek separate shareholder approval for a new Policy to allow such Awards to be made.

Form of Awards

The Committee may grant Awards as conditional awards of Shares or nil or nominal-cost options over Shares. No payment is required for the grant of an Award. Awards structured as nil or nominal-cost options will normally be exercisable from the point of vesting (or, where an Award is subject to a holding period, release) until the tenth anniversary of the grant date.

Grant of Awards

Awards may be granted (i) during the 42 days beginning on: (a) the date the Company's shareholders approve the 2021 RSP; (b) the first business day after the announcement of the Company's results for any period; (c) the day on which the Policy (or any amendment to it) is approved by the Company's shareholders; or (d) to the extent that share dealing restrictions prevent the grant of Awards in any of those three periods, the first business day on which such dealing restrictions are lifted or (ii) any other day on which the Committee resolves there are exceptional circumstances which justify the grant of Awards. No Awards may be granted after 8 July 2031.

Performance conditions

Awards may be made subject to performance conditions determined by the Committee (and will be subject to performance conditions in the case of Executive Directors to the extent required by the Policy). The Committee may change any performance condition in accordance with its terms or if anything happens which causes the Committee to consider it appropriate, provided that any changed performance condition will be not materially more or less difficult to satisfy as the original condition would have been had such circumstances not arisen.

Dividend equivalents

Unless the Committee determines otherwise, participants will receive an amount (in Shares, unless the Committee decides it will be paid in cash) equal to the value of any dividends which would have been paid on Shares subject to an Award which vest by reference to record dates during the period beginning on the date the Award is granted and ending on the date on which the Award vests or, if there is a holding period applicable to an Award, is released. This amount may assume the reinvestment of dividends and exclude or include special dividends.

Limits

No more than 10 per cent. of the Company's issued ordinary share capital may be issued to satisfy awards granted under the 2021 RSP and under any other employee share plan adopted by the Company in any period of ten calendar years. No more than 5 per cent of the Company's issued ordinary share capital may be issued to satisfy awards granted in the same period under the 2021 RSP and other discretionary employee share plans adopted by the Company. Shares issued out of treasury under the 2021 RSP will count towards these limits for so long as this is required under institutional shareholder guidelines.

A participant may not receive Awards (other than Recruitment Awards) over Shares with a market value (determined by the Committee when the Awards are granted) in excess of 100% of the participant's salary in respect of any financial year of the Company, unless the Committee determines an alternative limit should apply.

Vesting and release of Awards

Awards which are subject to performance conditions will normally have those conditions assessed as soon as reasonably practicable after the end of the relevant performance period. The Committee will determine the extent to which Awards will vest, taking into account the extent that any relevant performance conditions have been satisfied, the underlying performance of the Company and the participant and such other factors the Committee considers, in its opinion, relevant. To the extent that they vest, Awards will then normally vest on the vesting date set by the Committee at grant.

The Committee may also determine at grant that an Award is subject to an additional holding period following vesting, during which Shares subject to the Award will not be delivered to participants and at the end of which the Award will be "released".

Cessation of employment

As a general rule, an unvested Award will lapse immediately upon a participant ceasing to be employed by or hold office with the Group.

However, if a participant leaves the Group because of ill-health, injury, disability, redundancy or the company or business for which the participant works being transferred out of the Group or in other circumstances at the Committee's discretion (i.e. the participant leaves as a "good leaver"), their Award will normally continue to vest (and be released) as if the individual had remained an employee or director of the Group.

The extent to which Awards normally vest in these circumstances will be determined by the Committee, taking into account the satisfaction of any performance conditions applicable to Awards measured over the original performance period, the underlying performance of the Company and the participant and such other factors as the Committee considers, in its opinion, relevant.

The Committee retains discretion, however, to allow the Award to vest (and be released) following the individual's cessation of office or employment, taking into account any applicable performance conditions measured up to that point or, where the participant is a "good leaver" as a result of their employing company or business being transferred out of the Group, to require that the Award is exchanged for an equivalent award over shares in another company.

Unless the Committee decides otherwise, the extent to which an Award vests will also take into account the proportion of the performance period (or, in the case of an Award not subject to performance conditions, the vesting period) which has elapsed on the cessation of the participant's office or employment with the Group. The period over which a Recruitment Award will normally be time pro-rated will be determined when the Award is granted and will normally replicate the approach to time pro-rating applied to the award in respect of which the Recruitment Award was granted.

If a participant dies, their Award will vest (and, in the case of an Award subject to a holding period, be released) on the date of their death on the basis set out for other "good leavers" above. Alternatively, the Committee may decide that unvested Awards will vest on the date they would have vested if the participant had not died on the basis set out for other "good leavers" above.

If a participant ceases to be an employee or director of the Group during a holding period in respect of an Award for any reason other than summary dismissal, their Award will normally be released at the end of the holding period, unless the Committee determines that it should be released on the participant's cessation of office or employment. If a participant dies during the holding period, their Award will be released on the date of the participant's death (unless the Committee decides it will be released at the end of the normal holding period). If a participant is summarily dismissed, any outstanding Awards they hold will immediately lapse. Awards structured as nil or nominal-cost options which do not lapse may normally be exercised to the extent vested for a period of 12 months after vesting (or, where Awards are subject to a holding period, release).

Where nil or nominal-cost options have already vested (and, where relevant, been released) on the date of the participant's cessation of office or employment, those options may normally be exercised for a period of 12 months from the date of cessation, unless the participant is summarily dismissed, in which case their options will lapse. If a participant dies, a vested (and, where relevant, released) option may normally be exercised until the first anniversary of their death by their personal representatives.

Corporate events

In the event of a takeover of the Company, Awards will normally vest (and be released) early. The proportion of any unvested Awards which will vest will be determined by the Committee, taking into account the extent to which any performance conditions applicable to Awards have been satisfied at that time, the underlying performance of the Company and the participant, such other factors the Committee considers, in its opinion, relevant, and, unless the Committee determines otherwise, the proportion of the performance period, or in the case of Awards not subject to performance conditions, the vesting period, which has elapsed. The period over which a Recruitment Award will normally be time pro-rated will be determined when the Award is granted and will normally replicate the approach to time pro-rating applied to the award in respect of which the Recruitment Award was granted.

Awards structured as nil or nominal-cost options may then normally be exercised for a period of one month, after which they lapse. Alternatively, the Committee may require that Awards are exchanged for equivalent awards over shares in another company (subject to the acquiring company's consent).

If the Company is wound up or other corporate events occur such as a variation of the Company's share capital, a demerger, special dividend or other transaction which, in the Committee's opinion, would materially affect the value of Shares, the Committee may determine that Awards will vest (and be released) on the same basis as for a takeover.

Variation of capital

If there is a variation of the Company's share capital, a demerger, special dividend or other corporate event which materially affects the value of the Shares, the Committee may make such adjustments as it considers appropriate to the number or class of Shares under Awards and/or the exercise price applicable to Awards as it considers appropriate.

Malus and clawback

In certain circumstances, the Committee may at any time prior to the fifth anniversary of the date of grant of an Award (or, if an investigation into the conduct or actions of any participant or any member of the Group has started, such later date as the Committee may determine in order to allow the investigation to be completed): (a) reduce an Award (to zero if appropriate); (b) impose additional conditions on an Award; or (c) require that the participant either returns some or all of the Shares acquired under an Award or makes a cash payment to the Company in respect of the Shares delivered.

The Committee may invoke these malus and clawback provisions in the following circumstances: (i) a material misstatement in the published results of the Group or a member of the Group; (ii) an error in determining the number of Shares subject to an Award or the assessment of any performance conditions (as applicable); (iii) the determination of the number of Shares subject to an Award or the assessment of any performance conditions being based on inaccurate or misleading information; (iv) gross misconduct on the part of the participant; (v) where the Committee determines the participant is responsible for or had management oversight over a member of the Group receiving censure by a regulatory body or suffering a significant detrimental impact on its reputation; or (vi) the Company or a material proportion of the Group becoming insolvent or otherwise suffering corporate failure.

Rights attaching to Shares

Awards will not confer any rights on any participant until the relevant Award has been exercised and the employee in question has received the underlying Shares. Any Shares allotted when an Award is exercised or released will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Alternative settlement

At its discretion, the Committee may decide to satisfy Awards with a cash payment equal to the market value of the Shares (less any exercise price payable in the case of an option) that the participant would have received had the Award been satisfied with Shares.

Amendments

The Committee may, at any time, amend the 2021 RSP rules, except that the prior approval of the Company's shareholders must be obtained for any amendment to the advantage of participants to be made to the provisions relating to eligibility, individual or overall limits, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval.

There are exceptions for any minor amendment to benefit the administration of the 2021 RSP, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any present or future participant or any Group member.

Part IV

Electronic Meeting Guidance

Electronic Meeting Guidance

For the 2021 AGM, Land Securities Group PLC will be enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. This can be done by accessing the AGM website, www.web.lumiagm.com

Accessing the AGM Website

Lumi AGM can be accessed online using most well-known internet browsers such as Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to www.web.lumiagm.com on the day.

Logging In

On accessing the AGM website, you will be asked to enter a Meeting ID which is 165-487-945. You will then be prompted to enter your unique SRN and PIN which is the first two and last two digits of your SRN. These can be found printed on your form of proxy. Access to the meeting via the website will be available from 9.00am 8 July 2021; however, please note that your ability to vote will not be enabled until the Chairman formally declares the poll open.

Broadcast

The meeting will be broadcast with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting which will include the resolutions to be put forward to the meeting, these slides will progress automatically as the meeting progresses.

Voting

Once the Chairman has formally opened the meeting, she will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chairman's instruction. This means shareholders may, at any time while the poll is open, vote electronically on any or all the resolutions in the Notice of Meeting, resolutions will not be put forward separately.

Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "FOR", "AGAINST" or "WITHHELD". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chairman announces its closure at the end of the meeting.

Questions

Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing – Select the messaging icon from within the navigation bar and type your question at the bottom of the screen, once finished, press the 'send' icon to the right of the message box to submit your question.

Requirements

An active internet connection is always required in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Duly appointed proxies and corporate representatives

Please contact the Company's registrar before 10.00am on 7 July 2021 on 0371 384 2128 or +44(0) 121 415 7049 if you are calling from outside the UK for your SRN and PIN. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales). Please note that due to Covid-19, there may be a delay in calls being answered.

User Guide to joining the Land Securities Group PLC 2021 Annual General Meeting remotely

Meeting ID: 165-487-945

To login you must have your SRN and PIN

Open the Lumi AGM website and you will be prompted to enter the Meeting ID. If a shareholder attempts to login to the website before the meeting is live*, a pop-up dialogue box will appear.

*9.00am on 08 July 2021.

After entering the Meeting ID, you will be prompted to enter your unique SRN and PIN.

01 05

When the Chairman declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions.

02 06

For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear.

To change your mind, simply press the correct choice to override your previous selection. To cancel your vote, press Cancel.

To return to the voting screen whilst the poll is open, select the voting icon.

When successfully authenticated, you will be taken to the Home Screen.

To view the meeting presentation, expand the "Broadcast Panel", located at the bottom of your device. If viewing through a browser, it will

appear automatically.

This can be minimised by pressing the same button.

If you would like to ask a question, select

the messaging icon. Type your message within the chat box at the bottom of the

Click the send button to submit.

messaging screen.

Land Securities Group PLC 100 Victoria Street, London SW1E 5JL www.landsec.com Registered in England and Wales: No. 4369054

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