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British Land Co PLC

Pre-Annual General Meeting Information Jun 10, 2025

5364_agm-r_2025-06-10_7dc0f20e-3643-4b5b-9c21-be1ddf25cc22.pdf

Pre-Annual General Meeting Information

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Registered Office York House 45 Seymour Street London W1H 7LX +44 (0)20 7486 4466

britishland.com

NOTICE OF ANNUAL GENERAL MEETING

100 Liverpool Street London EC2M 2RH Tuesday 15 July 2025 11:30am

This document is important and requires your immediate attention

If you are in any doubt as to the action you should take, please consult your stockbroker, bank manager, solicitor, accountant, or other professional independent adviser who is duly authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or otherwise transferred all of your shares, please forward this document, together with any accompanying documents, to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

LETTER FROM THE CHAIR

10 June 2025

Dear Shareholder

I am pleased to invite you to the 2025 Annual General Meeting of The British Land Company PLC (the 'Company'), which will be held at 100 Liverpool Street, London EC2M 2RH on Tuesday, 15 July 2025 at 11.30am (the 'AGM').

We will once again be holding the meeting later in the morning and only offer in person attendance.

This circular contains:

  • the formal Notice of AGM (the 'Notice') detailing the resolutions to be proposed at the AGM;
  • explanatory notes to the resolutions; and
  • further information in respect of the Notice and the AGM.

The Notice and our Annual Report and Accounts for the year to 31 March 2025 (the '2025 Annual Report') are also available on the British Land website at britishland.com/agm.

Appointing a Proxy

If you are unable to attend the AGM, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.

Irrespective of whether or not you propose to attend the meeting, we would encourage you to appoint the chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you (or any proxy you might otherwise appoint) are not able to attend on the day for any reason. If you appoint the chair of the meeting as your proxy, the chair will vote in accordance with your instructions. If the chair is given discretion as to how to vote, they will vote in favour of each of the resolutions set out in the Notice.

Appointing a proxy will not prevent you from attending and voting in person if you wish to do so.

Instructions on how to appoint a proxy can be found in the 'Shareholder Information' section of this document on pages 14 and 15. To be valid, your proxy appointment must be received by our registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 11.30am on 11 July 2025.

As in previous years, all resolutions put to the AGM will be voted on by way of a poll rather than on a show of hands, allowing the votes of those shareholders who are unable to attend the AGM in person to be taken into account. On a poll, each shareholder has one vote for every share held.

Board changes

As announced during the year, the Board approved the appointment of David Walker as Chief Financial Officer with effect from 20 November 2024, following a rigorous search and selection process as detailed on page 94 of the 2025 Annual Report. In line with best practice and in accordance with the Articles of Association, David Walker will stand for appointment at this year's AGM.

All current Directors have expressed a wish to remain in office and will seek re-appointment at the AGM. Bhavesh Mistry, Preben Prebensen and Irvinder Goodhew all stepped down from the Board during the year.

Proposed Remuneration Policy

The Directors' Remuneration Policy was last approved by shareholders at our 2022 AGM. As required by law, we are inviting you to approve a new Remuneration Policy for Directors this year in addition to the customary vote on the Directors' Remuneration Report. An overview of the proposed changes to the Remuneration Policy and the Remuneration Committee's recommendation for supporting its approval can be found in the Directors' Remuneration Report, starting on page 107 of the 2025 Annual Report.

Recommendation

The Board considers that all of the resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The Board recommends that you vote in favour of each of the resolutions being put to the AGM in the same way as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested).

Yours faithfully,

William Rucker Chair The British Land Company PLC

Registered office: York House, 45 Seymour Street, London W1H 7LX.

Registered in England and Wales with company number 621920.

CONTENTS

Formal Notice of AGM detailing the resolutions
to be proposed at the meeting
Explanatory notes to the resolutions
Directors' biographies
Shareholder information

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2025 AGM of the Company will be held at 100 Liverpool Street, London, EC2M 2RH on Tuesday 15 July 2025 at 11.30am to consider and, if thought fit, pass the resolutions as set out below.

Resolutions 1 to 18 are proposed as ordinary resolutions and resolutions 19 to 22 are proposed as special resolutions.

Further information on all resolutions is given in the Explanatory Notes on pages 6 to 9.

As ordinary resolutions:

Receipt of 2025 Annual Report and financial statements

  1. To receive the Annual Report and audited financial statements of the Company for the year ended 31 March 2025.

Approval of Directors' Remuneration Report 2025

  1. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) set out on pages 107 to 129 of the Annual Report for the year ended 31 March 2025.

Approval of Directors' Remuneration Policy

  1. To approve the Directors' Remuneration Policy set out on pages 109 to 115 of the Annual Report for the year ended 31 March 2025.

Declaration of Final Dividend

  1. To declare a final dividend of 10.56p per ordinary share for the year ended 31 March 2025.

Appointment and re-appointment of Directors

    1. To re-appoint Mark Aedy as a Director.
    1. To re-appoint Simon Carter as a Director.
    1. To re-appoint Lynn Gladden as a Director.
    1. To re-appoint Alastair Hughes as a Director.
    1. To re-appoint Amanda James as a Director.
    1. To re-appoint Amanda Mackenzie as a Director.
    1. To re-appoint Mary Ricks as a Director.
    1. To re-appoint William Rucker as a Director.
    1. To appoint David Walker as a Director.
    1. To re-appoint Loraine Woodhouse as a Director.

Re-appointment of auditor

  1. To re-appoint PricewaterhouseCoopers LLP (PwC) as auditor of the Company until the conclusion of the next general meeting at which accounts are laid.

Remuneration of auditor

  1. To authorise the Audit Committee to determine the auditor's remuneration.

Authority to make political donations and incur political expenditure

    1. That the Company, and any company which is or becomes a subsidiary of the Company at any time during the period in which this resolution is effective, is generally authorised to:
    2. a. make donations to political parties and independent election candidates;
    3. b. make donations to political organisations other than political parties; and
    4. c. incur political expenditure,

during the period commencing on the date this resolution is passed and ending at the conclusion of the Company's 2026 AGM (or, if earlier, the close of business on 30 September 2026) provided that, in each case, any such donation and expenditure made by the Company or by any such subsidiary shall not exceed £20,000 per company and together, those made by any subsidiary and the Company shall not exceed in aggregate £20,000.

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

Directors' authority to allot shares

    1. That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Companies Act') to allot shares in the Company, and to grant rights to subscribe for, or to convert any security into, shares in the Company:
    2. a. up to an aggregate nominal amount of £83,263,703 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) of this resolution below in excess of such sum); and
    3. b. comprising equity securities (as defined in section 560 of the Companies Act) up to an aggregate nominal amount of £166,527,407 (such amount to be reduced by any shares allotted or rights granted under paragraph (a) of this resolution above) in connection with or pursuant to an offer of or invitation to apply for equity securities by way of a pre-emptive offer or invitation (including a rights issue or open offer):
      • i. to holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or grant; and
      • ii. to holders of any other class of equity securities (as defined in section 560 of the Companies Act) entitled to participate therein 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

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical difficulties in, or under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever.

Such authority shall expire at the earlier of the conclusion of the Company's 2026 AGM (or, if earlier, the close of business on 30 September 2026) unless previously renewed, varied or revoked by the Company at a general meeting, save that the Company may make an offer or agreement before the expiry of this authority which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after the expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.

As special resolutions:

General power to disapply pre-emption rights

    1. That, subject to the passing of resolution 18, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Companies Act') to:
    2. a. allot equity securities (as defined in section 560 of the Companies Act) of the Company for cash pursuant to the authorisation conferred by resolution 18; and
    3. b. sell ordinary shares (as defined in section 560(1) of the Companies Act) held by the Company as treasury shares for cash,

as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

i. in connection with or pursuant to an offer of or invitation to apply for equity securities (but in the case of the authorisation granted under resolution 18(b) by way of a pre-emptive offer or invitation (including a rights issue or open offer)), in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such limits, restrictions or other arrangements as the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical difficulties in, or under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever;

  • ii. in the case of the authorisation granted under resolution 18(a) above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) or (iii) of this resolution, up to an aggregate nominal amount of £24,979,111; and
  • iii. in the case of the authorisation granted under resolution 18(a) above (or in the case of any sale of treasury shares) and otherwise than pursuant to paragraph (i) or (ii) of this resolution, up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (ii) of this resolution, such power to be used only for the purposes of making a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph 3 of Part 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,

and which shall expire at the conclusion of the Company's 2026 AGM (or, if earlier, on 30 September 2026), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

Additional power to disapply pre-emption rights for purposes of acquisitions or capital investments

  • 20.That, subject to the passing of resolution 18, and in addition to the power given by resolution 19, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Companies Act') to:
    • a. allot equity securities (as defined in section 560 of the Companies Act) of the Company for cash pursuant to the authorisation conferred by resolution 18(a); and
    • b. sell ordinary shares (as defined in section 560(1) of the Companies Act) held by the Company as treasury shares for cash,

as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

i. up to an aggregate nominal amount of £24,979,111 to be used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Directors have determined to be either an acquisition or 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, or for any other purposes as the Company in a general meeting may at any time by special resolution determine; and

ii. (otherwise than under paragraph (i) of this resolution) up to an aggregate 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 of the Company determine to be of a kind contemplated by paragraph 3 of Part 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,

and which shall expire at the conclusion of the Company's 2026 AGM (or, if earlier, on 30 September 2026), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

Authority to purchase own shares on market

    1. That the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 'Companies Act') to make market purchases (within the meaning of section 693(4) of the Companies Act) of its ordinary shares on such terms and in such manner as the Directors may from time to time determine, subject to the following conditions:
    2. a. the maximum aggregate number of ordinary shares authorised to be purchased is 99,916,444;
    3. b. the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value;
    4. c. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
      • i. an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
      • ii. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
    5. d. this authority shall expire at the conclusion of the Company's 2026 AGM or the close of business on 30 September 2026 whichever is earlier (unless previously renewed, revoked or varied by the Company at a general meeting); and

e. a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority as if this authority had not expired.

Notice period for general meetings, other than annual general meetings

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

By order of the Board

Brona McKeown

Company Secretary The British Land Company PLC

10 June 2025

Registered office: York House, 45 Seymour Street, London W1H 7LX.

Registered in England and Wales with company number 621920.

EXPLANATORY NOTES

The following pages provide further details of resolutions being proposed at the AGM.

Resolutions 1 to 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed by shareholders on a poll, more than half of the total voting rights cast must be in favour of the resolution. Resolutions 19 to 22 are proposed as special resolutions. For each of those resolutions to be passed on a poll, at least three quarters of the total voting rights cast must be in favour.

Resolution 1 – Receipt of 2025 Annual Report and financial statements

For each financial year, the Directors must present the Annual Report and Financial Statements to shareholders. The Strategic Report, Governance Report, Directors' Remuneration Report, Directors' Report, Auditor's Report and Financial Statements for the financial year ended 31 March 2025 are contained within the Annual Report and Accounts 2025 (the '2025 Annual Report').

In accordance with best practice, the Company proposes an ordinary resolution to receive the 2025 Annual Report.

Resolutions 2 and 3 – Approval of Directors' Remuneration Report 2025 and Directors' Remuneration Policy

The Directors' Remuneration Report, which may be found on pages 107 to 129 of the 2025 Annual Report, gives details of the remuneration paid to the Directors for the year ended 31 March 2025. The Company's auditor has audited those parts of the Directors' Remuneration Report required to be audited and their report may be found on pages 136 to 142 of the 2025 Annual Report.

Shareholders are invited to approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) by voting on Resolution 2. This vote is advisory in nature, meaning that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed.

The Directors are required to seek shareholder approval for a Remuneration Policy at least every three years. The Remuneration Policy sets out the Company's proposed policy on future Directors' remuneration. The Company's current Remuneration Policy was last approved by shareholders at the 2022 AGM. Accordingly, shareholders are invited to approve the new Directors' Remuneration Policy, which may be found on pages 109 to 115 of the 2025 Annual Report, by voting on Resolution 3. This vote is a binding shareholder vote.

If Resolution 3 is passed, the Remuneration Policy will take effect from the date of this AGM (the 'Effective Date') and from the Effective Date, subject to limited exceptions, 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

Remuneration Policy. If Resolution 3 is not passed, the Remuneration Policy approved at the 2022 AGM will continue in effect.

Resolution 4 – Declaration of Final Dividend

The Board is recommending a final dividend of 10.56p per ordinary share for the financial year ended 31 March 2025. Subject to approval by shareholders, the final dividend will be paid on 25 July 2025 to shareholders entered on the Company's register at close of business on 20 June 2025. 8.56p will be payable as Property Income Distribution and 2.00p will be payable as a non-Property Income Distribution.

Together with the interim dividend paid in January, if the final dividend is approved, total dividends paid by the Company for the year ended 31 March 2025 will be 22.80p per ordinary share.

Resolutions 5 to 14 – Appointment and re-appointment of Directors

Resolutions 5 to 14 relate to the appointment and re-appointment of the Directors by shareholders. In accordance with the Company's Articles of Association and the 2024 UK Corporate Governance Code (the 'Code'), all Directors wishing to continue in office as at the date of Notice (being the date selected by the Board for the purposes of Article 114 of the Company's Articles of Association) will stand for appointment or reappointment at the AGM by the shareholders.

Each of the Directors bring a wide range of skills, experience and knowledge to the Board which supports the Company's strategy. The core areas of expertise include property, finance, retail and consumer, science and technology and the public sector. This mix of expertise and backgrounds makes a major contribution to the functioning of the Board and its Committees and the long term sustainable success of the Company.

Accordingly, it is appropriate that each of them continues to serve as a Director of the Company.

Biographical details of the Directors standing for appointment and re-appointment are set out on pages 10 and 13 of this document.

The Board considers that each of the Directors standing for appointment and re-appointment continues to make an effective and valuable contribution to the Company and demonstrates commitment to their role. The Board is content that each Non-Executive Director offering himself or herself for appointment or re-appointment is independent in character and that there are no relationships or circumstances likely to affect his or her character or judgement.

In determining the independence of Lynn Gladden, the Nomination Committee and Board considered her tenure of ten years from May 2025. In all other aspects of Provision 10 of the Code, there are no circumstances or arrangements that impair Lynn's independence. Noting the deep knowledge and

experience in the area of science and technology that Lynn brings to the Board and her independence of thought, character and judgement, the Nomination Committee and Board resolved that Lynn Gladden remains independent. The re-appointment is on the basis of a rolling one year term so that her independence can be critically assessed each year.

Accordingly, on the recommendation of the Nomination Committee, the Board unanimously recommends the appointment and re-appointment as appropriate of each of the Directors.

Resolutions 15 and 16 – Re-appointment of auditor and auditor's remuneration

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders.

The auditor holds office from the conclusion of the AGM until the conclusion of the following year's meeting.

On the recommendation of the Audit Committee, the Board proposes that PwC be reappointed as the Company's auditor.

The Audit Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor. PwC have indicated their willingness to continue in office.

Resolution 16 proposes that the Audit Committee be authorised to determine the remuneration of the auditor. The Companies Act 2006 (the 'Companies Act') requires the auditor's remuneration to be fixed by ordinary resolution of the shareholders or in such manner as the shareholders may, by ordinary resolution, determine. In line with the Code, the Audit Committee considers and approves audit fees. Details of the remuneration paid to the auditor for the year ended 31 March 2025 (including non-audit fees) are set out on page 156 of the 2025 Annual Report.

Resolution 17 – Authority to make political donations and incur expenditure

As in previous years, it is not proposed or intended to alter the Company's policy of not making political donations or incurring political expenditure within the ordinary meaning of those words.

However, some of the Company's activities may fall within the wide definition of a political donation within the Companies Act and, without the necessary authorisation, the Company's ability to communicate its views effectively to political audiences and to relevant interest groups could be inhibited. Such activities may include briefings at receptions or conferences, or where the Company seeks to communicate its views on issues vital to its business interests, including conferences of a party-political nature or of special interest groups.

Accordingly, the Company believes that the authority contained in this resolution is necessary to allow it and its subsidiaries to fund activities which are in the interests of shareholders.

The authority being proposed, which is a renewal of the authority granted at the 2024 annual general meeting, will enable the Company and its subsidiaries to be sure that they do not unintentionally commit a technical breach of the Companies Act. Any expenditure which may be incurred under this authority will be disclosed in next year's annual report.

If approved, this authority will expire at the earlier of the conclusion of the Company's 2026 AGM and the close of business on 30 September 2026. The Directors expect to seek to renew this authority at each annual general meeting.

Resolution 18 – Directors' authority to allot shares

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 (unless in pursuance of an employee's share scheme). The authority conferred on the Directors at last year's annual general meeting will expire at the AGM.

This resolution therefore seeks to grant a new authority to provide the Directors with flexibility to allot new shares and grant rights to subscribe for or convert any security into shares in accordance with the Companies Act and within the limits prescribed by The Investment Association.

This resolution will, if passed, authorise the Directors to allot (or grant rights over) ordinary shares:

  • a. up to a maximum aggregate nominal amount of £83,263,703 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum), which is equivalent to approximately 33.33% of the Company's issued share capital (excluding treasury shares); and
  • b. in connection with a fully pre-emptive offer, up to a maximum aggregate nominal amount of £166,527,407 (as reduced by allotments under paragraph (a) above), which is equivalent, before any reduction, to approximately 66.67% of the Company's issued share capital (excluding treasury shares).

If granted, this authority will expire at the earlier of the conclusion of the Company's 2026 AGM and the close of business on 30 September 2026. The Board has no present intention of exercising this authority other than to the extent required to allot new shares to Non-Executive Directors in lieu of their fees.

However, the Board considers it prudent to maintain the flexibility that this authority provides and intends to renew this authority annually. This is in line with The Investment Association's Share Capital Management Guidelines issued in 2023.

References above to the Company's issued share capital are to the Company's issued ordinary share capital (excluding treasury shares) as at the close of business on 30 May 2025 (being the latest practicable date prior to the publication of this document). As at that date, the Company held 11,266,245 ordinary shares in treasury, representing 1.11% of the total issued share capital (including treasury shares) of 1,010,430,687 ordinary shares.

EXPLANATORY NOTES CONTINUED

Resolution 19 – Power to disapply pre-emption rights

Under section 561(1) of the Companies Act, if the Directors wish to allot shares for cash or sell treasury shares for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the 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.

Under the Companies Act, the Directors may seek a power from shareholders to disapply such pre-emption rights.

The power granted at the last annual general meeting is due to expire at the AGM.

Accordingly, resolution 19 will be proposed as a special resolution to grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash:

  • c. up to an aggregate nominal value of £24,979,111 (being 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 30 May 2025, being the latest practicable date prior to publication of this notice); and
  • d. up to an additional aggregate nominal amount equal to 20% of any allotments made under (a) (so a maximum of 2% of the Company's issued share capital (excluding treasury shares)), for the purposes of any follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Part 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 ('Statement of Principles').

If given, this power will expire at the earlier of the conclusion of the Company's 2026 AGM and the close of business on 30 September 2026.

The figure of up to 10% reflects the Statement of Principles. The figure of up to a further 2% for "followon" offers also reflects the Statement of Principles, which introduced the concept of follow-on offers to help existing and retail investors to participate in equity issues. The Directors confirm that they intend to follow the shareholder protections in paragraph 1 of Part 2B of the Statement of Principles and, in relation to any follow-on offer, the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.

Resolution 20 – Additional power to disapply pre-emption rights

Resolution 20 will afford the Board an additional power to allot equity securities or sell treasury shares for cash otherwise than to existing shareholders pro rata to their holdings and is intended to be used only in connection with acquisitions and other specified capital investments as contemplated by the Statement of Principles. The power granted at the last annual general meeting is due to expire at the AGM.

Accordingly, resolution 20 will be proposed as a special resolution to grant such a power. The power will be limited to the allotment of equity securities and sales of treasury shares for cash:

  • e. up to an aggregate nominal value of £24,979,111 (being 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 30 May 2025 being the latest practicable date prior to publication of this notice); and
  • f. up to an additional aggregate nominal amount equal to 20% of any allotment made under (a) (so a maximum of 2% of the Company's issued share capital (excluding treasury shares)), for the purposes of any follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles.

The power under Resolution 20 is in addition to that proposed under Resolution 19. Resolution 20(b)(ii) provides a similar power to the Directors for follow-on offers to share issues made pursuant to the power under resolution 19(iii), as explained above in the notes to resolution 19.

If given, this power will expire at the earlier of the conclusion of the Company's 2026 AGM and the close of business on 30 September 2026.

The Board will have due regard to the Statement of Principles in relation to any exercise of this power and in particular they confirm that they intend to use this power only in connection with a transaction which they have determined to be an acquisition or a specified capital investment (of a kind contemplated by the Statement of Principles) which is announced contemporaneously with the announcement of the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue.

The Directors confirm that they intend to follow the shareholder protections in paragraph 1 of Part 2B of the Statement of Principles and, in relation to any follow-on offer, the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.

Resolution 21 – Authority to purchase own shares on market

This resolution, which will be proposed as a special resolution, renews the authority granted at last year's annual general meeting and authorises the Company to make market purchases of its own ordinary shares up to a maximum of 99,916,444 ordinary shares (representing no more than 10% of the issued share capital (excluding treasury shares) as at close of business on 30 May 2025 (being the latest practicable date prior to the publication of this document)), subject to specific conditions relating to price set out in the resolution. This authority will expire at the earlier of the conclusion of the Company's annual general meeting to be held in 2026 and the close of business on 30 September 2026.

The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review. The Directors confirm such authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share or an increased net asset value per share (or both) for the remaining shareholders, and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.

Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options or share awards issued to employees pursuant to the Company's employee share schemes.

As at close of business on 30 May 2025 (being the latest practicable date prior to the publication of this document) options and awards over 7,054,504 ordinary shares remained outstanding, representing 0.71% of the Company's issued ordinary share capital (excluding treasury shares) at that date. The proportion of the issued share capital (excluding treasury shares) that the options would represent if the authority (existing and being sought) were used in full is equal to 0.88%. There are no warrants outstanding.

Resolution 22 – Notice of general meetings

This resolution, which will be proposed as a special resolution, would renew the authority given at last year's annual general meeting. The Company currently has the power to call a general meeting (other than an annual general meeting) on at least 14 days' notice and would like to preserve this ability. In order to do so, shareholders must first approve the calling of meetings on at least 14 days' notice. This resolution seeks such approval. The authority, if approved, will expire at the conclusion of the Company's annual general meeting in 2026 when it is intended that a similar resolution will be proposed. Annual general meetings will continue to be held on at least 21 clear days' notice.

The flexibility offered by this resolution will only be used where the Directors consider it is merited by the business of the meeting and is thought to be to the advantage of the Company and shareholders as a whole. The Company undertakes to meet the requirements for electronic voting under the Companies Act before calling a general meeting on 14 days' notice.

APPENDIX 1: DIRECTORS' BIOGRAPHIES AND RATIONALE FOR APPOINTMENT AND RE-APPOINTMENT

Board Committee membership key

Intended membership position following the conclusion of the 2025 AGM.

N

William Rucker Non-Executive Chair Appointed as Non-Executive Chair in July 2024

Career and experience

William is currently Chair of ICG plc and the UK Dementia Research Institute. He was Chair of Marston's Plc for five and a half years immediately before becoming Chair of British Land. William was Chair of Lazard in the UK, an investment bank focused on asset management and financial advisory businesses, which he joined in 1987 from Arthur Andersen where he qualified as a Chartered Accountant. William has extensive experience in the real estate sector having previously been Chair of Crest Nicholson Holdings plc and Quintain Estates and Development PLC.

Skills relevant to British Land

  • A wealth of leadership and Board experience in the real estate sector
  • Strong communicator and solid understanding of governance
  • Brings sharp focus to emerging opportunities in the market
  • Transactional and commercial acumen supports British Land's policy of capital recycling
  • Creative strategic thinker and driver of delivering growth at pace in line with British Land's values

Significant external appointments Chair of ICG plc and UK Dementia

Research Institute.

Simon Carter Chief Executive Appointed as Chief Financial Officer in May 2018 and Chief Executive in November 2020

Career and experience

Simon has extensive experience of finance and the real estate sector. He joined British Land from Logicor, the owner and operator of European logistics real estate, where he had served as Chief Financial Officer since January 2017.

Prior to joining Logicor, from 2015 to 2017 Simon was Finance Director at Quintain Estates & Development Plc. Simon previously spent over 10 years with British Land, working in a variety of financial and strategic roles and was a member of our Executive Committee from 2012 until his departure in January 2015. Simon also previously worked for UBS in fixed income and qualified as a chartered accountant with Arthur Andersen. Simon was a

Board member of Real Estate Balance, a campaigning organisation working to improve diversity and inclusion in the real estate industry, until April 2025, and will become President of the British Property Federation in June 2025.

Skills relevant to British Land

  • Strategic leadership, fostering innovation and driving impactful change
  • Holistic and judicious approach to decision making
  • Extensive financial property knowledge
  • Commitment to supporting diversity and inclusion in the real estate sector

Significant external appointments None.

David Walker Chief Financial Officer Appointed as Chief Financial Officer in November 2024

Career and experience

David joined British Land in 2017 and was appointed Chief Financial Officer in November 2024. He was previously Chief Operating Officer, having served as Interim Chief Financial Officer between 2020 and 2021 and Head of Investor Relations. He qualified as a Chartered Accountant with PwC, before spending over seven years in various roles at Deutsche Bank. Since then, he has worked for over 15 years in Investor Relations, Strategy, Finance and Corporate Development roles within UK listed businesses.

David is on the Board of Equiem, a leading property technology business and Chance to Shine, a cricket youth charity. He was previously the Chair of the Investor Relations Society, serving on the

Board from 2012 to 2022 and between 2014 and 2021 was a Board Director and member of the Audit and Risk Committee of Glebe Housing Association.

Skills relevant to British Land

  • Extensive understanding of stakeholder and investment community needs and engagement
  • Sound financial knowledge covering financial strategy and planning
  • Discipline spanning career at British Land that provides integral executive insight of good breadth and depth
  • Dedication to driving sustainable change and growth

Significant external appointments None.

APPENDIX 1: DIRECTORS' BIOGRAPHIES AND RATIONALE FOR APPOINTMENT AND RE-APPOINTMENT CONTINUED

Board Committee membership key

Intended membership position following the conclusion of the 2025 AGM.

A Audit Committee N Nomination Committee
R Remuneration Committee Chair of a Board Committee
E Environmental Social Governance Committee

Career and experience

Loraine has extensive experience across all finance disciplines and has worked in many different sectors including real estate and retail.

Loraine is a Non-Executive Director and member of the Audit, Nomination, ESG and Health and Safety Committees of Pennon Group plc. Loraine is also a Non-Executive Director and Audit Chair of Associated British Foods plc. Loraine was Chief Financial Officer of Halfords Group plc for just under four years until retiring in June 2022. Prior to joining Halfords, Loraine spent five years in senior finance roles within the John Lewis Partnership, including Acting Group Finance Director and Finance Director of Waitrose. Prior to that, Loraine was Chief Financial Officer of Hobbs,

Finance Director of Capital Shopping Centres Limited (subsequently Intu Plc) and Finance Director of Costa Coffee Limited. Loraine's early career included finance and investor relations roles at Kingfisher Plc.

Skills relevant to British Land

  • Finance expert with recent and relevant financial experience
  • A balanced sounding board and proven leadership within a range of listed businesses providing perspective and challenge
  • Wide retail experience providing understanding of our customers

Significant external appointments

Non-Executive Director of Pennon Group plc and Associated British Foods plc.

Nation's Sustainable Development Goals. She is also a former Director of British Airways AirMiles, BT, Hewlett Packard Inc and British Gas.

Skills relevant to British Land

  • A proven track record in sustainability and representing various stakeholder voices in the boardroom
  • Cross-industry experience in listed companies providing strategic and customer insight
  • Exposure to international policy and governmental relations

Significant external appointments Non-Executive Director of Lloyds Banking Group plc. .

Alastair Hughes Independent Non-Executive Director Appointed as a Non-Executive Director in January 2018

N A E

N

E

R

Career and experience

Career and experience

Amanda is currently a Non-Executive Director of Lloyds Banking Group plc where she is Chair of the Responsible Business Committee and a member of the Remuneration Committee, Nomination and Governance Committee and Audit Committee. She is also Non-Executive Chair and Partner of OtherWise Partners LLP. Amanda was Chief Executive of Business in the Community, which promotes responsible business and corporate responsibility. Prior to that role, she was a member of Aviva's Group Executive for seven years as Chief Marketing and Communications Officer and was seconded to help launch the United

Alastair has proven experience of growing real estate companies and is a fellow of the Royal Institution of Chartered Surveyors.

Alastair is Chairman of Schroders Real Estate Investment Trust Limited, and a Non-Executive Director of Tritax Big Box REIT and QuadReal Property Group, with over 25 years of experience in real estate markets.

He is a former Director of Jones Lang LaSalle Inc. (JLL) having served as managing director of JLL in the UK, as CEO for Europe, Middle East and Africa and then as CEO for Asia Pacific.

Skills relevant to British Land

  • Established figure in the real estate sector with an abundance of strategic and operational knowledge
  • A cultivated view of business culture both internally and externally involving suppliers, customers and employees that offers a well-rounded approach

Significant external appointments Non-Executive Director of Tritax Big Box REIT plc and QuadReal Property Group, and Chairman of Schroders

Real Estate Investment Trust.

Amanda Mackenzie Independent Non-Executive Director Appointed as a Non-Executive Director in September 2023

APPENDIX 1: DIRECTORS' BIOGRAPHIES AND RATIONALE FOR APPOINTMENT AND RE-APPOINTMENT CONTINUED

Board Committee membership key

Intended membership position following the conclusion of the 2025 AGM.

A Audit Committee N Nomination Committee
R Remuneration Committee Chair of a Board Committee
E Environmental Social Governance Committee

Career and experience

Lynn is recognised as an authority in working at the interface of scientific research and industrial practice. Her critical thinking and analytical skills bring a unique dimension to the Board.

She is Shell Professor of Chemical Engineering at the University of Cambridge, alongside which she has previously held the roles of Pro-Vice Chancellor for Research at the University of Cambridge and Executive Chair of the Engineering and Physical Sciences Research Council (UKRI).

Lynn is a member of the Council for Science and Technology, a trustee of the Faraday Institution and an adviser to BeyondNetZero, a climate growth equity fund. She is also a fellow of the Royal Society and Royal Academy of Engineering, and a foreign member of the US National Academy of Engineering.

Skills relevant to British Land

  • Unrivalled knowledge and expertise in the fields of science and technology and its application to the sustainability agenda
  • Proven experience of internal and external interactions ensuring a strong grasp of cultural indicators and public policy processes

Significant external appointments

Shell Professor, University of Cambridge.

Lynn Gladden

Director

Independent Non-Executive

Appointed as a Non-Executive Director in March 2015

E

E R

Mark Aedy Independent Non-Executive Director Appointed as Non-Executive Director in September 2021

Career and experience

Mark is Chairman of EMEA & APAC, Moelis & Company, the global independent advisory firm. Prior to 2009, Mark was on the Global Executive Committee of Corporate & Investment Banking at Bank of America Merrill Lynch and before that was Head of Investment Banking EMEA at Merrill Lynch.

Formerly, he was the Senior Independent Director of The Royal Marsden NHS Foundation Trust, and an Ambassador and Trustee of the HALO Trust. He is also a Visiting Fellow at Oxford University.

Skills relevant to British Land

  • Significant transactional expertise and experience in public and private markets
  • Good understanding of policy from global interactions in the finance sector
  • Compelling experience in finance and banking enabling sound judgement and approach to risk and decision making

Significant external appointments

Chairman of EMEA & APAC at Moelis & Company.

APPENDIX 1: DIRECTORS' BIOGRAPHIES AND RATIONALE FOR APPOINTMENT AND RE-APPOINTMENT CONTINUED

Board Committee membership key

Intended membership position following the conclusion of the 2025 AGM.

Career and experience

A

A

Mary is a highly experienced real estate professional who brings over 35 years' experience of the UK, European and the United States property markets. In 2023, she stepped down as President of Kennedy Wilson, a global real estate investment company where she worked for 32 years, overseeing the launch of its European business and subsequent IPO in London in 2014. In 2017 the European business was taken private creating an \$8bn global real estate investment and asset management platform listed in the United States. Mary was Group President of the group from 2018 to 2023, serving as a board member with a focus on the investment and asset

management business. Mary has set up her own family foundation which supports educational and children's charities.

Skills relevant to British Land

  • Deep real estate expertise across a variety of markets
  • Established public and private markets expertise providing a dynamic approach to our strategic thinking

Significant external appointments None.

Mary Ricks

Director

Independent Non-Executive

Appointed as Non-Executive Director in November 2023

Amanda James Independent Non-Executive Director Appointed as Non-Executive Director in July 2024

Career and experience

Before joining British Land in January 2018 Brona spent four years at The Cooperative Bank plc, playing a key role in its restructuring as General Counsel and Company Secretary, and part of the executive committee. Prior to that, her experience included a period as Interim General Counsel and Secretary of the Coventry Building Society and a variety of roles over 13 years at Barclays, including Global General Counsel of its Corporate Banking division. Brona trained as a solicitor and spent a number of years at a large London law firm.

Skills relevant to British Land

  • Extensive experience in legal and corporate governance matters with significant experience in navigating complex legal landscapes
  • Strong skills in leadership, strategic thinking, analysis and delivery applied to the people agenda helping drive a performance culture

Significant external appointments None.

APPENDIX 2: SHAREHOLDER INFORMATION

Entitlement to attend and vote

  1. The record date for entry on the register of members in order to have the right to attend and vote at the AGM is 6.30pm on 11 July 2025 (or, if the meeting is adjourned, at 6.30pm on the date which is two business days before the date fixed for the reconvened meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

Attending the AGM

  1. The AGM will be held at 100 Liverpool Street, London, EC2M 2RH at 11:30am on Tuesday 15 July 2025.

Appointment of Proxy

    1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy 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. Shareholders are encouraged to appoint the chair of the meeting as their proxy. This is to ensure that the shareholder's vote is counted if the shareholder is unable for any reason to attend on the day. The appointment of a proxy will not prevent a shareholder from subsequently attending, voting and speaking at the AGM.
    1. If you have received a hard copy proxy form, this may be used to appoint a proxy and give your voting instructions. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's registrar, Equiniti, on +44(0)371 384 2143. Lines are open from 8.30am to 5.30pm Monday to Friday. All shareholders who have elected to receive notification of the publication of shareholder communications by email will need to log on to shareview.co.uk to appoint a proxy and will not have received a hard copy proxy form.

Shareholders may appoint a proxy or proxies:

  • by completing and returning a hard copy form of proxy;
  • if shareholders have registered with Equiniti's online portfolio service, by logging onto their portfolio via shareview.co.uk and clicking on the link to vote and following the instructions provided; and
  • if the shareholder is a user of the CREST system (including CREST Personal Members), by having an appropriate CREST message transmitted. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID number RA19) by 11.30am on 11 July 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual (which can be viewed at euroclear.com). We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

In addition, 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 the Registrar. For further information regarding Proxymity, please go to www. proxymity.io. Your proxy must be lodged by 11.30am on 11 July 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity'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.

IMPORTANT: To be valid, your hard copy proxy form, online or electronic vote must be received by the Company's Registrar no later than 11.30am on 11 July 2025. Hard copy proxy forms may be sent by post (during normal business hours only) to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Corporate representatives

  1. A shareholder of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder though there are restrictions on more than one such representative exercising powers in relation to the same shares.

Nominated Persons

  1. Any person to whom this Notice is sent as a person nominated under section 146 of the Companies Act to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was 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, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in Note 3 does not apply to Nominated Persons. The rights described in that Note can only be exercised by shareholders of the Company.

Issued share capital and total voting rights

  1. As at 30 May 2025 (being the latest practicable date prior to the publication of this document) the Company's issued share capital consisted of 1,010,430,687 ordinary shares of 25 pence carrying one vote each, of which 11,266,245 were held in treasury. Therefore, the total voting rights in the Company as at 30 May 2025 were 999,164,442.

Shareholders' requests under section 527 of the Companies Act

    1. Under section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish a statement on a website 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 last annual general meeting.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies 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 under section 527 of the Companies Act to publish on a website.

Asking questions at the AGM

  1. Shareholders, their appointed proxies and authorised corporate representatives have the right to ask questions at the AGM relating to the business of the meeting which, in accordance with section 319A of the Companies Act and subject to some exceptions, the Company must cause to be answered. Shareholders attending the meeting can ask questions during the course of the meeting.

Voting and voting results

    1. Voting on each of the resolutions set out in the Notice will be conducted by way of a poll. On a poll, shareholders have one vote for each ordinary share held.
    1. The results of the voting at the AGM will be announced through a regulatory information service and will appear on our website www.britishland.com/ investors/regulatory-news as soon as reasonably practicable following the conclusion of the AGM.

General queries and communication

    1. Shareholders who have any queries relating to the business of the AGM should contact the Company Secretariat Department by email at AGM2025@ britishland.com. We will endeavour to answer questions received by 11.30am on 9 July 2025, being two days before the proxy voting deadline, on our website. All other questions received before the AGM but after this deadline will be answered on the website in due course.
    1. Shareholders may not use any electronic address provided in this Notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated. Shareholders may not use any telephone numbers set out in this document for the purpose of lodging instructions for the AGM. Similarly, the Company's website may not be used to send documents or instructions for the AGM.

Availability of Notice and other information

    1. A copy of this Notice, and other information required by section 311A of the Companies Act, can be found at www.britishland.com/shareholder-information/ agm/.
    1. Copies of the Executive Directors' service contracts and the Non-Executive Directors' letters of appointment will be available to view at the registered office of the Company during normal business hours (Saturdays, Sundays and Bank Holidays excluded) from the date of this Notice until the close of the AGM and at the place of the AGM for at least 15 minutes before and during the meeting.

Processing your personal data

  1. To read the latest version of the Company's Privacy Notice and understand more about how we safeguard your personal data, please visit www.britishland.com/privacy-notice/.

Head office and registered office: York House 45 Seymour Street London W1H 7LX britishland.com

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