Pre-Annual General Meeting Information • Jun 3, 2025
Pre-Annual General Meeting Information
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(incorporated and registered in England and Wales under number 4369054)
80 Victoria Street, London SW1E 5JL
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.
The Notice of the Annual General Meeting of the Company to be held at 10.00am on Thursday, 10 July 2025 at 80 Victoria Street, London SW1E 5JL is set out on pages 4-7 of this document.
| Letter from the Chair | 3 |
|---|---|
| Notice and Resolutions | 4 – 7 |
| Part I – Explanatory notes | 8 – 11 |
| Part II – Shareholder notes | 12 – 16 |
| Appendix A – Directors' Biographies | 17 – 19 |
Land Securities Group PLC 80 Victoria Street London SW1E 5JL


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

BUS
The accessible entrance is at the front entrance to 80 Victoria Street with lifts available to access the first floor AGM space. More details on accessibility are detailed on page 16 of this notice.
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Land Securities Group PLC 100 Victoria Street London SW1E 5JL landsec.com Registered in England and Wales: No. 4369054
3 June 2025
Dear shareholder,
I have pleasure in inviting you to the Annual General Meeting (AGM or Meeting) of Land Securities Group PLC (the Company), which will be held at 10.00am on Thursday, 10 July 2025 at 80 Victoria Street, London SW1E 5JL.
The Notice of Meeting (Notice), which follows this letter, sets out the business to be conducted at the AGM. Your Form of Proxy is also enclosed. A copy of the Notice and the Company's 2025 Annual Report can be viewed on our website: landsec.com.
The Board recognises that the AGM is an important event in the corporate calendar and is pleased that we can invite shareholders to join us in person at the AGM. If you are unable to attend, you can submit your questions relating to the business of the AGM in advance of the Meeting by email to [email protected], to be received no later than 10.00am on 8 July 2025. The Board strongly encourages you to exercise your right to vote by completing and returning your Form of Proxy as soon as possible but in any event so as to arrive not later than 10.00am on 8 July 2025. Please note that if you return your Form of Proxy, you may still attend, speak and vote at the Meeting in person if you subsequently wish to do so.
There are 20 Resolutions proposed at this year's AGM and we will take all of these on a poll vote. This will be conducted at the Meeting by means of a paper poll, with each shareholder having one vote for each share held. Explanatory notes in respect of the proposed Resolutions are set out in Part I of the 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, landsec.com, as soon as possible after the Meeting.
Tea, coffee and water will be served for a short time prior to the AGM.
Yours faithfully,
SIR IAN CHESHIRE, CHAIR

Land Securities Group PLC 100 Victoria Street London SW1E 5JL landsec.com Registered in England and Wales: No. 4369054
Notice is hereby given that the 2025 Annual General Meeting (AGM or Meeting) of Land Securities Group PLC (the Company) will be held at 10.00am on Thursday, 10 July 2025 at 80 Victoria Street, London SW1E 5JL for the transaction of the business outlined in this Notice of Meeting (Notice).
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 20 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 8-11.
To receive and consider the Company's accounts for the financial year ended 31 March 2025, together with the Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those accounts (2025 Annual Report).
To approve the Annual Report on Remuneration as set out in the 2025 Annual Report.
To declare a final dividend of 12.3 pence per ordinary share for the financial year ended 31 March 2025.
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.
To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor.
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:
This authority shall expire after the conclusion of the Company's next AGM. 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.
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:
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 AGM 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.
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:
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 power shall expire at the earlier of the conclusion of the next AGM 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.
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 £7,946,057 (being 10% of the Company's issued ordinary share capital, excluding treasury shares, as at 16 May 2025), such power to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified 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; and
(ii) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) of this Resolution) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) of this Resolution, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 AGM 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.
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:
This authority shall expire at the earlier of the conclusion of the next AGM 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.
By Order of the Board.
MARINA THOMAS, COMPANY SECRETARY 3 June 2025
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 that are capable of being audited, are contained within the 2025 Annual Report.
This Resolution 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 financial year ended 31 March 2025.
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 2 is not passed.
The Company's auditor, EY, 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 2025 Annual Report.
Pursuant to the Board's recommendation, the authority sought from shareholders under this Resolution is to declare a final dividend of 12.3 pence per ordinary share for the financial year ended 31 March 2025. If approved, the final dividend will be paid as a Property Income Distribution on 25 July 2025 to those shareholders on the Company's statutory register of members as at the close of business on 13 June 2025. Together with the three 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 2025 will be 40.4 pence per ordinary share (2023/24: 39.6 pence per share).
The Board has approved the move to half-yearly dividends for the financial year ended 31 March 2026, in line with the publication of the Company's results. The dividend in respect of the half-year will be paid in January (with a record date in November) and the final dividend in respect of the full-year will be paid in July (with a record date in June).
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: landsec.com.
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 next AGM of the Company. This is the case this year in respect of Baroness Louise Casey, who joined the Board as a Non-executive Director on 1 January 2025 and Michael Campbell who joined the Board as a Non-executive Director on 1 May 2025. 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 Baroness Louise Casey and Michael Campbell and the re-election of the remainder of the Company's current Directors except for Madeline Cosgrave, who will step down from the Board at the AGM having served over six years as a Non-executive Director. All Directors standing for re-election have confirmed their willingness to remain in office.
The Board currently has eleven Directors comprising a Non-executive Chair, two Executive Directors and eight other Non-executive Directors (including Madeleine Cosgrave who will step down at the AGM), whose experience and expertise are derived from a diverse range of industries, sectors and personal characteristics that provide an invaluable perspective on the Company's business. Biographical details for each Director seeking election or re-election, 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 the Company's long-term sustainable success, can be found in Appendix A and in the 2025 Annual Report.
Details of the external Board evaluation process can be found in the Corporate Governance section of the 2025 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 remain independent (including the Chair who was independent on appointment in accordance with the UK Corporate Governance Code) 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.
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 the re-appointment of EY to office until the conclusion of the AGM in 2026. Resolution 15 seeks authority for the Audit Committee (on behalf of the Board) to determine the remuneration of the auditors.
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.
Resolution 16 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.
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 this Resolution is limited to £26,486,856 (representing 248,314,276 ordinary shares with a nominal value of 102/3pence each), which represents approximately one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 16 May 2025, being the latest practicable date prior to the publication of this Notice.
The authority in paragraph (ii) of this 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 offer (including an offer by way of a rights issue or open offer), up to a further nominal value of £26,486,856. This amount, together with the authority provided under paragraph (i) of this Resolution, represents approximately twothirds of the Company's issued ordinary share capital (excluding treasury shares) as at 16 May 2025. This is in line with the latest Investment Association Share Capital Management Guidelines published in February 2023, which update the previous guidance to incorporate all fully pre-emptive offers, not just fully pre-emptive rights issues, in respect of the authority to allot a further one-third of the issued ordinary share capital of the Company.
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 16 May 2025, the Company holds 6,789,236 ordinary shares in treasury representing approximately 0.9% of the Company's issued ordinary share capital (excluding treasury shares). The voting rights and dividend entitlements have been waived for the shares held in treasury.
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.
Resolutions 18 and 19 would give the Directors the power to allot equity securities and sell treasury shares in exchange for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
The power set out in Resolution 18 would be limited to:
Resolution 19 is intended to give the Company flexibility to make non-pre-emptive issues of ordinary shares in connection with acquisitions and specified capital investments as contemplated by the Pre-Emption Group's Statement of Principles 2022. The power under Resolution 19 is in addition to that proposed by Resolution 18 and would be limited to:
(i) allotment or sales of up to an aggregate nominal amount of £7,946,057 representing 74,494,283 ordinary shares and approximately 10% of the Company's issued share capital (excluding treasury shares) as at 16 May 2025, being the latest practicable date prior to publication of this Notice; and
(ii) allotments or sales up to an additional aggregate nominal amount equal to 20% of any allotments or sales made under (i) above (so a maximum of 2% of the Company's issued share capital), such power to be used only for the purpose of making a follow-on offer of a kind contemplated by Section 2B of the Pre-Emption Group's Statement of Principles 2022.
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 limits in Resolutions 18 and 19 are in line with those set out in the Pre-Emption Group's Statement of Principles 2022. If the powers sought by Resolutions 18 or 19 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Pre-Emption Group's Statement of Principles 2022 and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group's Statement of Principles 2022.
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.
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 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 it's own shares during the financial year ended 31 March 2025.
The minimum price, exclusive of expenses, which may be paid for an ordinary share is 102/3 pence The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of:
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 16 May 2025, employee share options were outstanding over 4,470,363 ordinary shares which, if exercised using new issue shares, would represent 0.60% 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 0.67%.
As at 16 May 2025, there were no outstanding warrants to subscribe for equity shares in the Company. If approved, this 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.
Ordinary shareholders have the right to attend, speak and vote at the AGM by bringing their Voting Instruction Card along to the Meeting on Thursday, 10 July 2025 at 10.00am and handing it in on arrival. If you do not have a Voting Instruction Card but believe that you should have one, please contact Equiniti, our Registrar, on +44 (0)371 384 2128 (lines are open from 8.30am to 5.30pm, Monday to Friday, except public holidays in England and Wales). If calling from outside the UK, please ensure the country code is used.
Only those shareholders entered on the Company's register of members at 6.30pm on 8 July 2025 shall be entitled to attend and vote at the AGM in person 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.
Any shareholder, corporate representative or proxy has the right to ask questions in relation to the business of the AGM. Questions can be raised verbally by those attending the AGM in person or submitted in advance of the Meeting by email to [email protected], to be received no later than 10.00am on 8 July 2025.
The Company must answer any questions relating to the business being dealt with at the AGM, but no such answers need be given if:
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. If shareholders wish to follow up on any answers given to a question at the AGM, they may do so by email to [email protected].
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. You can appoint the Chair of the Meeting, or anyone else, to be your proxy at the AGM. 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.
A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice. 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 +44 (0)371 384 2128 (lines are open from 8.30am to 5.30pm, Monday to Friday, except public holidays in England and Wales). If calling from outside the UK, please ensure the country code is used. 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 must 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 8 July 2025 (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 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 Form of Proxy. 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.
Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through the Equiniti website, shareview.co.uk, where full instructions on the procedure are given. You will need to create an online portfolio using your Shareholder Reference Number, printed on the Form of Proxy 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 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 8 July 2025. 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.
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 Registrar, Equiniti, on +44(0)371 384 2128 (lines are open from 8.30am to 5.30pm, Monday to Friday, except public holidays in England and Wales). If calling from outside the UK, please ensure the country code is used.
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).
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 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 Thursday, 10 July 2025 and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at 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 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.
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Equiniti our Registrar. For further information regarding Proxymity, please go to proxymity.io. Your proxy must be lodged by 10.00am on 8 July 2025 in order to be considered valid.
Before you can appoint a proxy via this process, you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
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.
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 2025 Annual Report and this Notice are now available on the Company's website: landsec.com/investors. However, this notification of availability is not a substitute for shareholders reading those documents themselves.
As at 16 May 2025, being the last practicable date prior to the publication of this Notice, the Company's total issued share capital consisted of 751,732,064 ordinary shares carrying one vote each, of which 6,789,236 shares were held in treasury.
The voting rights and dividend entitlements have been waived for the shares held in treasury. Therefore, the total voting rights in the Company as at 16 May 2025 was 744,942,828.
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.
Copies of the Directors' Service Agreements, the Letters of Appointment of the Chair and 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 to [email protected].
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, landsec.com, from the date of this Notice until the conclusion of the AGM.
The Company may process personal data of attendees at the AGM. This may include photos, recordings and audio links, as well as other forms of personal data.
Personal data provided by shareholders during or in respect of the AGM will be processed according to Land Securities Group PLC Shareholder Privacy Policy which is available at landsec.com/policies/privacy-policy/shareholders.
Shareholders who receive shareholder documents by post are encouraged to elect to receive these documents in electronic form via the internet. Shareholders can register for this option by contacting Equiniti, our Registrar, or by visiting shareview.co.uk and registering for the electronic communications service. Shareholders who register will be sent an email notification whenever shareholder documents are available on the Company's website.
The accessible entrance is at the front entrance to 80 Victoria Street with lifts available to access the first floor AGM space.
We have procedures for evacuating the building in an emergency. Visitors with a health condition or disability which may affect their ability to evacuate the building are asked to mention this to reception on arrival so they can ensure you are supported to evacuate safely in case of an emergency.
We have toilet facilities available, including accessible toilets. Your host will provide directions on the day.
We have a prayer room and wellbeing room available. Please let your host know if you wish to use these facilities.
We aim for our events to be accessible to everyone. Please get in touch if you require any help or support for your visit, such as parking or access assistance, so that we can make arrangements to help you. You can contact us via email to [email protected] or by calling +44 (0) 20 7413 9000 by 10.00am on 8 July 2025.
To help keep everyone safe, we may carry out security checks and bag searches on entry to the Meeting. Anyone who refuses to comply with the security measures will not be permitted to enter the Meeting.
We will not permit behaviour that may interfere with anyone's security, comfort, safety or the good order of the Meeting and any such behaviour will be dealt with appropriately by the Chair. Anyone who does not comply may not be permitted to enter the Meeting or may be removed from the Meeting.
The use of recording equipment, including cameras, video recorders and tape recorders, is not permitted during the Meeting. Mobile phones and other electronic communication or recording devices must be turned off.
SKILLS AND EXPERIENCE: Baroness Casey became a crossbench peer in the House of Lords in September 2021, and is a former British Government official, working on issues relating to social welfare for five Prime Ministers over the last 23 years. She started her career in the social welfare sector and was Deputy Director of Shelter, the homelessness charity, from 1992 to 1999. Baroness Casey is also involved in many charities, including as a trustee of the King Charles III Charitable Fund.
In February 2025, she became the UK Government Lead Non-executive Director and in May 2025 she becomes the Chair of the Independent Commission to find long-term and sustainable solutions for adult social care in England.
OTHER CURRENT APPOINTMENTS: Independent advisor for social issues, Chair of the Institute for Global Homelessness, and Visiting Professor at King's College London.
SKILLS AND EXPERIENCE: Michael brings significant experience acting in leadership roles across real estate investment and advisory functions. He has a Bachelor of Arts from Princeton University and an MBA from The Wharton School, University of Pennsylvania.
Michael is a Senior Managing Director and Head of International Real Estate at Pretium Partners, an alternative investment manager specialising in residential real estate. Prior to Pretium, Michael spent almost nine years at Mubadala Investment Company, where he launched and led the firm's international real estate investment activities.
Earlier in his career, he founded Phene Capital, served as Managing Director at UBS Wealth Management, and as Principal at JP Morgan. Michael began his career as a real estate consultant at Ernst & Young and Arthur Andersen.
OTHER CURRENT APPOINTMENTS: Senior Managing Director and Head of International Real Estate at Pretium Partners.
COMMITTEES: Nomination Committee (Chair), Remuneration Committee
SKILLS AND EXPERIENCE: Sir Ian's executive career was spent in retail, customer-focused businesses in senior leadership and commercial roles, latterly as Group Chief Executive of Kingfisher Plc from 2008 to 2015 and prior to that he was Chief Executive of B&Q Plc. He previously held FTSE 100 Non-executive Director roles at Barclays Plc (and as Chair of Barclays Bank UK), Whitbread Plc, where he was Senior Independent Director and BT Group Plc where he was Chair of the Remuneration Committee. He was also Chair of Channel 4 until April 2025 and Chair of UK investment trust Menhaden Resource Efficiency Plc (and retired from their Board in September 2024). He was the lead Non-executive Director at the UK Cabinet Office and Department for Work and Pensions. Sir Ian was also Chair of the British Retail Consortium, Chair of the Prince of Wales Corporate Leaders Group on Climate Change, President of the Business Disability Forum President's Group and chaired the Ecosystem Markets Task Force and GR Task Force.
Sir Ian was knighted in the 2014 New Year Honours for services to Business, Sustainability and the Environment and is a Chevalier of the Ordre National du Merite of France.
OTHER CURRENT APPOINTMENTS: Chair of Spire Healthcare Group plc. Chair of the King Charles III Charitable Fund and We Mean Business Coalition.
COMMITTEES: Mark chairs the ELT and attends the Board's Audit, Remuneration and Nomination Committees at the invitation of the chairs of the relevant Committees.
SKILLS AND EXPERIENCE: Mark brings extensive knowledge and experience of the property sector combined with strong operational leadership and financial and strategic management skills to the Board. Prior to joining Landsec, Mark was Chief Executive of St. Modwen Properties Plc. Prior to that he was Chief Executive of The Unite Group since 2006. He moved to Unite in 1999 from KPMG and held a number of financial and commercial roles in the business, including Chief Financial Officer from 2003 to 2006.
Mark is a qualified Chartered Accountant and a member of the Royal Institution of Chartered Surveyors.
OTHER CURRENT APPOINTMENTS: Mark is on the Board of the British Property Federation and an Independent Trustee at the University of Bristol.
COMMITTEES: A member of the ELT and chairs our Disclosure Committee. Vanessa attends the Board's Audit Committee meetings at the invitation of the Committee Chair.
SKILLS AND EXPERIENCE: Vanessa brings extensive financial experience to Landsec from the property sector, most recently as Chief Financial Officer at Grainger plc. Vanessa has particular expertise in leading and implementing strategic change in businesses and substantial experience of leadership roles in a listed environment.
Prior to Grainger plc, Vanessa was Deputy Chief Financial Officer at Unite Group plc and prior to that was UK Finance Director at SEGRO plc. Vanessa is a Chartered Certified Accountant (FCCA) and has an executive MBA (EMBA) from Ashridge Business School.
Vanessa was a Non-executive Director and Audit Chair of Drax Group Plc until June 2024.
OTHER CURRENT APPOINTMENTS: Vanessa is a Nonexecutive Director of Rotork plc.
BOARD TENURE: 1-2 YEARS
COMMITTEES: Nomination Committee, Remuneration Committee
SKILLS AND EXPERIENCE: From 2000 until 2016, Moni was a Partner and Head of the International Banking and Finance Division of Olswang LLP, before which she held senior positions in other leading law firms. Until 2017, Moni was Chief Operating Officer of Aistemos Limited. Previous Non-executive Director positions include Hargreaves Lansdown plc, easyJet plc, Polypipe Group plc, Dairy Crest Group plc, Breedon Group plc, Investec Bank plc and Cazoo Group Ltd.
OTHER CURRENT APPOINTMENTS: Senior Independent Director of Co-operative Group.
A Member of the Takeover Panel. Moni also founded EPOC, a not-for-profit network that seeks to increase the number of people of colour on boards and is a trustee on the Board of the St Marks Hospital Foundation charity.
COMMITTEES: Audit Committee (Chair), Nomination Committee
SKILLS AND EXPERIENCE: James was Chief Financial Officer of Severn Trent Plc from 2015 until his retirement in July 2023 and remained on the Severn Trent Plc Executive Committee until December 2023 as a Senior Advisor. Prior to joining Severn Trent, James was interim Chief Financial Officer of Shire Plc, where he had been since 2005. Prior to joining Shire, James spent nine years at Ford Motor Company in various finance roles of increasing responsibility.
James has relevant financial experience as a Fellow of the Institute of Chartered Accountants in England and Wales and as an experienced listed company CFO who has successfully applied his skills across a number of sectors. He has broad experience in financial reporting, enterprise risk management, long-term capital investment models and a range of corporate activity, including M&A.
OTHER CURRENT APPOINTMENTS: Non-independent Non-executive Director of Water Plus Group Ltd. Non-executive Director at Porterbrook Leasing Company Limited.
COMMITTEES: Remuneration Committee (Chair), Nomination Committee
SKILLS AND EXPERIENCE: Christophe has extensive investment experience in private equity, debt and other alternative asset classes. As the former CEO of a UK listed company, he also has management and leadership strengths, having successfully led the transformation of Intermediate Capital Group PLC (ICG) from a principal investment business into a diversified alternative asset management group.
Christophe's broad experience, both as a business leader and an investor, is a valuable asset to the Board. Having started his career in banking, holding various positions at NatWest and Banque de Gestion Privée, he joined ICG in 1994 as an investment professional, became CEO in 2010 and stepped down from that position in 2017. During his time at ICG he held various investment and management roles, founded the Group's businesses in Paris, the Asia-Pacific region and North America, and was instrumental in adding various additional businesses, including a UK property lending business.
OTHER CURRENT APPOINTMENTS: Non-executive Director of Bridges Fund Management. Chair of Quilvest Capital Partners.
COMMITTEES: Audit Committee
SKILLS AND EXPERIENCE: Miles was Group Chief Executive of DS Smith Plc, the international packaging group, from 2010 until the company was taken over by International Paper in January 2025. Miles is currently acting as an advisor to DS Smith Limited and International Paper subsequent to that takeover. Prior to his role at DS Smith Plc, he was Chief Executive at McBride plc from 2005 to 2010.
Miles brings a wide level of Board experience, together with specific experience of large, longterm capital projects, alongside a particular focus on sustainability. Miles is a qualified Chartered Accountant.
OTHER CURRENT APPOINTMENTS: Non-executive Director of RS Group PLC.
COMMITTEES: Remuneration Committee
SKILLS AND EXPERIENCE: Manjiry brings over 20 years of client and agency side experience in the data, technology, advanced analytics and AI industry gained from working in marketing, customer insight and strategy roles.
She is Global Chief Executive Officer of Gain Theory, a global marketing effectiveness foresight consultancy, a subsidiary of WPP plc. Manjiry was part of a team which founded Gain Theory in 2015, having previously been Managing Director of another of WPP's consultancies also focused on data and analytics. Prior to that, Manjiry spent the first part of her career in the retail sector, latterly as Head of Customer Insight and Strategy at Debenhams. In 2017, Manjiry was named as one of the top 20 Women in Data & Technology, led by The Female Lead and Women in Data.
OTHER CURRENT APPOINTMENTS: Chief Executive Officer of Gain Theory, a subsidiary of WPP plc. Advisory Board member of Saracens Women's Rugby Club.
*Independent as per the UK Corporate Governance Code.
Land Securities Group PLC 100 Victoria Street, London SW1E 5JL
landsec.com Registered in England and Wales: No. 4369054
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