British Land

Notice of Annual General Meeting

The Ocean Room
The Cumberland Hotel
Great Cumberland Place
London
W1H 7DL

13 July 2012
11.00 am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents 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 British Land Company PLC

(incorporated and registered in England and Wales under number 621920)

Letter from the Chairman to the Holders of Ordinary Shares

14 June 2012

Dear Shareholder,

I am pleased to send you details of the annual general meeting of The British Land Company PLC (the Company), which will be held at The Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL on Friday 13 July 2012 at 11.00 am (British Summer Time (BST)) (the AGM).

Please find contained within this circular:

this Chairman's letter;
the formal Notice of the AGM, detailing the resolutions to be proposed at the AGM; and
explanatory notes to the resolutions, and further information in respect of the Notice and the AGM (including in respect of the appointment of proxies).

If we have posted you a hard copy of this Notice of AGM, please find enclosed a copy of the Company's Annual Report and Accounts and a proxy form. If you elected to receive notification of the publication of Shareholder communications on our website by notification letter or email, you will find the Annual Report and Accounts for the year ended 31 March 2012 on the British Land website. If you received a notification letter you will find a hard copy proxy form enclosed with it; if you received a notification email, page 10 below explains how you may appoint a proxy electronically.

Notice of AGM

The formal Notice of the AGM is set out on pages 4 to 6 of this circular. In addition to items of routine business such as the formal receipt of the Directors' Report and audited Accounts, approval of the Remuneration Report, re-election of the Board and re-appointment of the Company's auditor, the Notice also contains items of special business.

Explanatory notes on all the ordinary and special business to be considered at this year's AGM appear on pages 7 to 9 of this circular.

Recommendation

The Board considers that all the resolutions set out in the Notice of the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board will be voting in favour of each resolution and unanimously recommends that you do so as well.

Action to be taken

The AGM is a principal occasion when Shareholders are able to ask questions of their Board and we look forward to seeing you there. I would also be very pleased to hear from you earlier if you have a specific issue that you would like to be considered at the AGM presentation.

If you would like to vote on the resolutions but cannot come to the AGM and you received a hard copy proxy form, fill it in and return it to our Registrars as soon as possible, ensuring it will be received by them no later than 11.00 am (BST) on 11 July 2012. If you elected to receive notification of Shareholder communications via email, and thus did not receive a hard copy proxy card, please follow the instructions on page 10 below to appoint a proxy online.

York House, 45 Seymour Street, London, W1H 7LX
T +44 (0)20 7486 4466 F +44 (0)20 7935 5552 W www.britishland.com
The British Land Company PLC: Registered Office at business address above. Reg No 621920 England - Established in 1856

Fourth interim dividend

On 21 May 2012 the Company announced that a fourth interim dividend of 6.6 pence per share for the quarter ended 31 March 2012 would be paid to Shareholders on 10 August 2012.

The Board will announce whether a scrip dividend alternative is available via the Regulatory News Service and on the group's website (www.britishland.com), no later than 48 hours before the ex-dividend date of 4 July 2012. The Board also expects to announce the split between property income distribution (PID) and normal dividend (non-PID) income at that time. Any scrip dividend alternative will not be enhanced.

For further details of the Company's scrip dividend scheme (the Scheme), including its terms and conditions, details of how to join the Scheme and details of which Shareholders are eligible to participate, please see the 'Scrip Dividend' section of our website (www.britishland.com/investors/dividends/scrip) or contact Equiniti Limited by telephone (0871 384 2268* from within the UK or +44 121 415 7173 from outside the UK).

Whether or not you are able to attend the AGM, please do feel welcome to contact us with any other queries you may have about any aspect of the business. Tony Braine, the Company Secretary (contactable on 020 7467 2821 or at [email protected]), will provide or arrange an answer for you: it is often possible to give a more detailed and personal answer outside of the AGM time constraints, especially for complex matters. On an administrative note, if you currently receive hard copies of documents from us and in future you would like us to supply you with documents or information by email or other electronic means instead of (or as well as) in hard copy, we are happy to do so; please do not hesitate to contact the Company Secretary, who will arrange this.

Yours sincerely

Chris Gibson-Smith
Chairman

Calls to this number are charged at 8 pence per minute from a BT landline; other telephone providers' charges may vary. Lines are open from 8.30 am to 5.30 pm, Monday to Friday.

The British Land Company PLC

NOTICE OF ANNUAL GENERAL MEETING

This year's annual general meeting of The British Land Company PLC (the Company) will be held at The Ocean Room, The Cumberland Hotel, Great Cumberland Place, London, W1H 7DL on Friday 13 July 2012 at 11.00 am (British Summer Time (BST)) (the AGM). You will be asked to consider and pass the resolutions listed below. Resolutions 1 to 17 are items of ordinary business. Resolutions 18 to 22 are items of special business. Resolutions 1 to 19 are proposed as ordinary resolutions. Resolutions 20 to 22 are proposed as special resolutions.

As ordinary resolutions:

To receive the audited Accounts of the Company for the year ended 31 March 2012, and the Directors' Report thereon.
To approve the Directors' Remuneration Report on pages 82 to 96 of the Annual Report and Accounts for the year ended 31 March 2012.
To re-elect Aubrey Adams as a Director of the Company with effect from the end of the meeting.
To re-elect Lucinda Bell as a Director of the Company with effect from the end of the meeting.
To re-elect Simon Borrows as a Director of the Company with effect from the end of the meeting.
To re-elect Chris Gibson-Smith as a Director of the Company with effect from the end of the meeting.
To re-elect John Gildersleeve as a Director of the Company with effect from the end of the meeting.
To re-elect Chris Grigg as a Director of the Company with effect from the end of the meeting.
To re-elect Dido Harding as a Director of the Company with effect from the end of the meeting.
To re-elect William Jackson as a Director of the Company with effect from the end of the meeting.
To re-elect Charles Maudsley as a Director of the Company with effect from the end of the meeting.
To re-elect Richard Pym as a Director of the Company with effect from the end of the meeting.
To re-elect Tim Roberts as a Director of the Company with effect from the end of the meeting.
To re-elect Stephen Smith as a Director of the Company with effect from the end of the meeting.
To re-elect Lord Turnbull as a Director of the Company with effect from the end of the meeting.
To re-appoint Deloitte LLP as the auditor of the Company with effect from the end of the meeting.
To authorise the Directors to agree the auditor's remuneration.
That the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates be and are hereby authorised to:

(a) make donations to political parties and independent election candidates;
(b) make donations to political organisations other than political parties; and
(c) incur political expenditure,

during the period commencing on the date of this resolution and ending on the date of the Company's next annual general meeting, 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.

19 That:

(a) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 2006 Act) to:

(i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

A. up to an aggregate nominal amount of £74,078,663; and

B. comprising equity securities (as defined in the 2006 Act) up to an aggregate nominal amount of £148,157,327 (including within the applicable limit any shares issued or rights granted under paragraph A. above), in connection with an offer by way of a rights issue:

i. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed; and

(ii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

(b) subject to paragraph (c) below, all existing authorities given to the Directors pursuant to section 551 of the 2006 Act be revoked by this; and

(c) paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

As special resolutions:

20 That, subject to the passing of resolution 19 in the Notice of the annual general meeting of the Company to be held on Friday 13 July 2012 (the Notice), and in place of the existing power given to them pursuant to the special resolution of the Company passed on 15 July 2011, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the 2006 Act) to allot equity securities (as defined in the 2006 Act) for cash, pursuant to the authority conferred by resolution 19 in the Notice as if section 561(1) of the 2006 Act did not apply to the allotment. This power:

(a) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed, but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired;

(b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 19 (a)(i)B by way of a rights issue only):

i. to the ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

(c) in the case of the authority granted under resolution 19 (a)(i)A shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of £11,111,799.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 19 in the Notice" were omitted.

21 That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 25 pence each, subject to the following conditions:

(a) the maximum number of ordinary shares authorised to be purchased is 88,894,396;
(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 25 pence;
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System ("SETS");
(d) this authority shall expire at the close of the next annual general meeting of the Company or, if earlier, at the close of business on 13 January 2014; 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.

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

14 June 2012

By order of the Board

Anthony Braine

Company Secretary

The British Land Company PLC

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

Incorporated and registered in England and Wales under number 621920

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

The notes on the following pages explain the resolutions proposed at this year's annual general meeting of The British Land Company PLC (the Company), to be held at The Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL on Friday 13 July 2012 at 11.00 am (British Summer Time) (the AGM).

Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 20 to 22 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Adoption of Report and Accounts

The Directors must present the Report of the Directors and the Accounts of the Company for the year ended 31 March 2012 at the AGM. The Report of the Directors, the Accounts, and the Report of the Company's Auditor on the Accounts are contained within the Annual Report and Accounts for the year ended 31 March 2012 (the Annual Report and Accounts).

Resolution 2 – Approval of Directors’ Remuneration Report

The Directors' Remuneration Report, which may be found on pages 82 to 96 of the Annual Report and Accounts, gives details of your Directors' remuneration for the year ended 31 March 2012 and sets out the Company's overall policy on Directors' remuneration. The Company's auditor, Deloitte LLP, have audited those parts of the Directors' Remuneration Report capable of being audited and their report may be found on pages 133 and 146 of the Annual Report and Accounts. The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives and accordingly, and in compliance with the legislation, Shareholders will be invited to approve the Directors' Remuneration Report. The vote 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 the resolution is not passed.

Resolutions 3 to 15 – Re-elections of Directors

Resolutions 3 to 15 propose the re-elections of Aubrey Adams, Lucinda Bell, Simon Borrows, Chris Gibson-Smith, John Gildersleeve, Chris Grigg, Dido Harding, William Jackson, Charles Maudsley, Richard Pym, Tim Roberts, Stephen Smith and Lord Turnbull. This is in accordance with provision B.7.1 of The UK Corporate Governance Code (June 2010), which provides that all of the Directors should be subject to annual election by Shareholders. The Appendix to this circular contains biographical details of the Directors, and further information is provided on pages 70 and 71 of the Annual Report and Accounts. The Board believes this information is sufficient to enable Shareholders to make an informed decision on their re-election. Following the annual evaluation exercise conducted during the year, the Board considers that each of the Directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to their role. The Board is content that each Non-executive Director offering himself or herself for re-election is independent in character and that there are no relationships or circumstances likely to affect his or her character or judgment. Accordingly, the Board unanimously recommends the re-election of all of the Directors.

Resolutions 16 and 17 – Re-appointment of auditor and auditor’s remuneration

The auditor of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 16 proposes the re-appointment of the Company's existing auditor, Deloitte LLP. Resolution 17 gives authority to the Directors to agree the auditor's remuneration.

Resolution 18 – Authority to make political donations

It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of that expression. However, it may be that some of the Company's activities may fall within the potentially wide definition of a political donation in the Companies Act 2006 (the 2006 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, when the Company seeks to communicate its views on issues vital to its business interests, including, for example, 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 it is in the interests of Shareholders that the Company should support. Such authority will enable the Company and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies or the activities covered by the 2006 Act, unintentionally commit a technical breach of the 2006 Act. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's Annual Report.

Resolution 19 – Authority to allot shares

The Company's Directors may only allot shares or grant rights to subscribe for, or convert any security into shares, if authorised to do so by Shareholders. The authority conferred on the Directors at last year's annual general meeting under section 551 of the 2006 Act to allot shares expires on the date of the forthcoming AGM. Accordingly, this resolution seeks to grant a new authority under section 551 of the 2006 Act to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next annual general meeting of the Company in 2013.

Paragraph (a)(i)A of resolution 19 will, if passed, authorise the Directors to allot shares or grant rights to subscribe for, or to convert any security into, such shares in the Company up to a maximum nominal amount of £74,078,663. This amount represents no more than 33.33% per cent. of the Company's issued share capital (excluding treasury shares) as at 14 June 2012.

Paragraph (a)(i)B of resolution 19 authorises the Directors to allot, in addition to the shares referred to in (a)(i)A further of the Company's shares up to an aggregate nominal amount of 33.33 per cent. of the Company's issued share capital (excluding treasury shares) in connection with a pre-emptive offer to existing Shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas Shareholders to whom the rights issue cannot be made due to legal and practical problems). This is in accordance with the latest institutional guidelines published by the Association of British Insurers (the ABI).

This authority will expire on the conclusion of the annual general meeting of the Company next year. The Board has no present intention to exercise this authority, other than to allot new shares to Non-executive Directors in lieu of their directors' fees and to Shareholders pursuant to any scrip dividend. However it is considered prudent to maintain the flexibility that this authority provides. The Company's Directors intend to renew this authority annually.

Where this additional headroom is taken and where: (a) the authority actually used exceeds one-third of the Company's shares; or (b) for an issue which is wholly or partly a fully pre-emptive rights issue, the monetary proceeds of a rights issue exceed one-third (or such lesser relevant proportion) of the pre-issue market capitalisation, then the ABI will expect that all of the Directors wishing to remain in office will stand for re-election at the next annual general meeting following the decision to make the issue in question. The Company holds 11,266,245 treasury shares as at 14 June 2012. This amount represents 1.27 per cent. of the Company's authorised and issued ordinary share capital (calculated exclusive of treasury shares) as at that date.

Resolution 20 – Disapplication of pre-emption rights

This resolution will be proposed as a special resolution. Under section 561(1) of the 2006 Act, if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares, 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 the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing Shareholders. This cannot be done under the 2006 Act unless the Shareholders have first waived their pre-emption rights.

Resolution 20 asks the Shareholders to waive their pre-emption rights and, apart from rights issues or any other preemptive offer concerning equity securities, the authority contained in this resolution will be limited to the issue of shares for cash up to an aggregate nominal value of £11,111,799 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which represents no more than 5 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 14 June 2012. In accordance with the Pre-Emption Group's Statement of Principles, the Board confirms its intention that no more than 7.5 per cent. of the issued share capital (excluding treasury shares) will be issued for cash on a non pre-emptive basis during any rolling three year period (disregarding for this purpose the sale on a non pre-emptive basis of any shares held in treasury).

This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas Shareholders. If given, the authority will expire at the conclusion of the next annual general meeting of the Company.

The Directors have no present intention of exercising this authority, other than to allot shares to Non-executive Directors in lieu of their directors' fees. The Directors intend to renew this authority annually.

Resolution 21 – Authority to purchase own shares

This resolution, which will be proposed as a special resolution, renews the authority granted at last year's annual general meeting which expires on the date of the forthcoming AGM. The resolution authorises the Company to make market purchases of its own ordinary shares as permitted by the 2006 Act. The authority limits the number of shares that could be purchased to a maximum of 88,894,396 (representing no more than 10 per cent. of the issued share capital of the Company (excluding treasury shares) as at 14 June 2012) and sets minimum and maximum prices. This authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 13 January 2014.

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 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 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 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. 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 employees' share schemes.

As at 14 June 2012 there were options over 13,413,264 ordinary shares in the capital of the Company which represent 1.51 per cent. of the Company's issued ordinary share capital (excluding treasury shares) at that date. If the authority to purchase the Company's ordinary shares was exercised in full, these options would represent 1.68 per cent. of the Company's issued ordinary share capital (excluding treasury shares).

Resolution 22 – Notice of general meetings

This resolution will be proposed as a special resolution. Changes made to the 2006 Act by the Companies (Shareholders' Rights) Regulations 2009 (the Shareholders' Rights Regulations) increased the notice period required for general meetings of the Company to 21 days unless Shareholders approve a shorter notice period, which cannot however be less than 14 clear days (annual general meetings will continue to be held on at least 21 clear days' notice). Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining such Shareholder approval. In order to continue to preserve this ability, resolution 22 seeks such approval. Similar resolutions were passed in 2010 and 2011.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of Shareholders as a whole. The Company undertakes to meet the requirements for electronic voting under the Shareholders' Rights Regulations before calling a general meeting on 14 clear days' notice. If given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

SHAREHOLDER INFORMATION

Entitlement to attend and vote

The right to attend and vote at the AGM is determined by reference to the Company's register of members. Only a member entered in the register of members at 6.00 pm on 11 July 2012 (or, if the AGM is adjourned, in the register of members at 6.00 pm on the date which is two days before the time of the adjourned AGM) is entitled to attend and vote at the AGM and a member may vote in respect of the number of ordinary shares registered in the member's name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.
Members 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 member may 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 member. A proxy need not be a member of the Company. If you received (as described in the first bullet point below) a proxy form, this may be used to make such appointment and give proxy 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 registrars, Equiniti, on 0871 384 2143 (or +44 121 415 7047 from outside the United Kingdom). Calls to this number cost 8p per minute from a BT Landline; other providers' costs may vary. Lines are open from 8.30 am to 5.30 pm, Monday to Friday. Please note that all Shareholders who have elected to receive notification of the publication of Shareholder communications by notification email will need to logon to www.shareview.co.uk to vote and appoint a proxy and will not have received a proxy card.

A member may appoint a proxy or proxies:

by completing the hard copy form of proxy (enclosed with this circular if you have elected to receive hard copies of the Annual Report and Accounts, or posted to you with the notification letter if you elected to receive Shareholder communications online; if you elected to receive email notification of Shareholder communications you will not have received a proxy form and should use www.shareview.co.uk – please see third bullet point below) and returning it by post to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA;
by going to www.sharevote.co.uk and following the instructions provided. A member will need their Voting ID, Task ID and Shareholder Reference Number from the hard copy proxy form;
if a member has registered with the Equiniti on-line portfolio service, by logging onto their portfolio via www.shareview.co.uk and clicking on the link to vote under The British Land Company PLC then following the instructions provided; and
if the member 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 11.00 am (BST) on 11 July 2012. 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 www.euroclear.com/CREST). 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.

IMPORTANT: Your proxy form in respect of the AGM must be received by the Company's Registrars no later than 11.00 am (BST) on 11 July 2012.

Further details of the appointment of proxies are given in the notes to the proxy form itself.

Please note that you may not use any electronic address provided in this Notice of meeting to communicate with the Company for any purposes other than those expressly stated.

Corporate representatives

3 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 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 of the Company, though there are restrictions on more than one such representative exercising powers in relation to the same shares.

Nominated Persons

4 Any person to whom this Notice is sent as a person nominated under section 146 of the Companies Act 2006 (the 2006 Act) to enjoy information rights (a Nominated Person) may, under an agreement between him / her and the member 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 member as to the exercise of voting rights.

5 The statement of the rights of members in relation to the appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the Company.

Issued share capital and total voting rights

6 As at 14 June 2012 the Company's issued share capital consisted of 900,210,211 ordinary shares of 25 pence each carrying one vote each, of which 11,266,245 are held in treasury. Therefore, the total voting rights in the Company as at 14 June 2012 are 888,943,966.

Members' requests under section 527 of the 2006 Act

7 Under section 527 of the 2006 Act members 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 AGM. The Company may not require the members 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 under section 527 of the 2006 Act to publish on a website.

Members' rights to ask questions

8 Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

Inspection of documents

9 Copies of the Executive Directors' service contracts and the letters of appointment of the Non-executive Directors will be available for inspection at the office of the Company during normal business hours until the date of the AGM, and at the place of the AGM from 15 minutes before the AGM until it ends.

Website

10 A copy of this Notice, and other information required by section 311A of the 2006 Act, can be found at www.britishland.com/noticeofagm2012.

Voting results

11 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/agm on or before 16 July 2012.

APPENDIX: DIRECTORS' BIOGRAPHIES

Aubrey Adams

Non-executive Director

Aubrey was appointed a Non-executive Director in September 2008 and is a member of the Audit Committee. He currently holds the position of Head of Property within RBS's Global Restructuring Group, and is Non-executive Chairman of Max Property Group PLC and a Non-executive Director of Unitech Corporate Parks PLC, a business focused on Indian Real Estate Investment. He is also Chairman of the Board of Trustees of Wigmore Hall. Aubrey was Chief Executive of Savills PLC until May 2008, and was formerly a Senior Independent Director of Associated British Ports PLC.

Lucinda Bell

Finance Director

Lucinda joined the Executive Committee in 2010, joined the Board in March 2011, and was appointed as British Land's Finance Director in May 2011. Lucinda qualified as a Chartered Accountant before joining British Land in 1991, where she has held a wide range of roles in the Group finance function, including Tax Director. Lucinda was also a Governor of the University of Westminster where she chaired the Finance and Property Committee.

Simon Borrows

Non-executive Director

Simon joined the Board as a Non-executive Director of the Company in March 2011 and is a member of the Audit Committee. Simon joined 3i Group plc as Chief Investment Officer in October 2011 and was appointed Chief Executive in May 2012. He is also a Non-executive Director of Inchcape plc. Prior to his appointment at 3i, Simon spent 28 years in the banking and finance industry most recently as Chairman of Greenhill & Co. International LLP, having served as Co-Chief Executive Officer of the firm (2007-10) and Co-President (2004-07). Prior to Greenhill, Simon was Chief Executive Officer at Barings Brothers International Limited, the corporate finance division of ING Barings.

Chris Gibson-Smith

Non-executive Chairman

Chris joined the Board as a Non-executive Director in January 2003 and was appointed Chairman in January 2007. He also chairs the Nomination Committee. Chris is Chairman of the London Stock Exchange and a Governor of the London Business School. He was previously a Non-executive Director of Qatar Financial Centre Authority and Chairman of National Air Traffic Services Limited. He was also a Non-executive Director of Lloyds TSB Group plc and a Group Managing Director of BP PLC.

John Gildersleeve

Senior Independent Director

John became a Non-executive Director in September 2008, and was appointed Senior Independent Director in November 2010. He is a member of both the Remuneration and Nomination Committees. John is currently Deputy Chairman of Carphone Warehouse Group PLC and a Non-executive Director of TalkTalk Telecom Group PLC. John spent almost forty years at Tesco PLC, becoming an Executive Director in 1984. He has held Non-executive Directorships at Lloyds TSB Bank PLC and Vodafone Group, and has been Chairman of New Look Retail Group Ltd, EMI Group and Gallaher Group.

Chris Grigg

Chief Executive

Chris joined British Land as Chief Executive in January 2009. He is a member of the Executive Board of the European Public Real Estate Association. In July 2011 he was appointed Vice President of the British Property Federation, and he becomes President in July 2012. Prior to joining British Land Chris was Chief Executive of Barclays Commercial Bank; this followed a twenty-year career at Goldman Sachs where he held a broad range of leadership positions and rose to the position of Partner, working principally in its capital markets and derivatives business.

Dido Harding

Non-executive Director

Dido was appointed a Non-executive Director of the Company in January 2010 and is a member of the Remuneration Committee. She is currently Chief Executive Officer of TalkTalk Telecom Group PLC and also sits on the Board of Cheltenham Racecourse. Before joining TalkTalk in early 2010, Dido was Sainsbury's Convenience Director and a member of J Sainsbury plc's Operating Board. She has previously held senior management positions within Tesco plc, Kingfisher Plc and Thomas Cook Ltd.

William Jackson

Non-executive Director

William joined the Board as a Non-executive Director in April 2011 and is a member of the Audit Committee. He has been Managing Partner of Bridgepoint, a leading private equity firm, since 2001. William has served on a number of Bridgepoint portfolio Boards. He is currently the Chairman of Prêt a Manger, the ready to eat food and beverage retailer, and Dorna Sports SL, holder of the commercial rights of the Moto GP World Championship. William began his career at NatWest's investment banking arm, before working extensively on private equity transactions in Europe.

Charles Maudsley

Head of Retail

Charles joined the Board in February 2010, and is responsible for the Retail sector of the Company's portfolio. He joined British Land from LaSalle Investment Management, where he was Co-Head of Europe, Managing Director of the UK Business, a member of the Management Board and an International Director. Prior to LaSalle, Charles spent seven years at AXA Real Estate Investment Managers, where he was Head of Real Estate Fund Management in the UK.

Richard Pym

Non-executive Director

Richard was appointed a Non-executive Director in January 2010 and is a member of the Nomination Committee and Chairman of the Audit Committee. He is Chairman of UK Asset Resolution Ltd, the holding company established to manage the 'run off' of the Government-owned closed mortgage books of Bradford and Bingley PLC and Northern Rock (Asset Management) PLC. He is also Non-executive Chairman of BrightHouse Group Ltd and Nordax Finans AB. Richard was previously Group Chief Executive of Alliance & Leicester plc, Vice President of the British Bankers Association, Non-executive Chairman of Halfords Group plc, and a Non-executive Director of both Selfridges PLC and Old Mutual PLC.

Tim Roberts

Head of Offices

Tim joined the Executive Committee in August 2005 and was elected as an Executive Director in July 2006. He has spent fifteen years at British Land, and has responsibility for the Office sector of the Company's portfolio. Before joining the Company Tim was a Partner at Drivers Jonas, in the Investment Agency team. He is also currently a Trustee and Board Member of LandAid, the Property Industry Charity.

Stephen Smith

Chief Investment Officer

Stephen joined the British Land Board in January 2010, and is Chairman of the Investment Committee. Before joining British Land he was Global Head of Asset Management and Transactions at AXA Real Estate Investment Managers, where he worked for over ten years. Prior to AXA Stephen was Managing Director at Sun Life Properties for five years.

Lord Turnbull

Non-executive Director

Andrew joined the Board as a Non-executive Director in April 2006. He is a member of the Nomination Committee and Chairman of the Remuneration Committee. Andrew retired in July 2005 as Secretary of the Cabinet and Head of the Home Civil Service. He previously held the position of Permanent Secretary of HM Treasury, preceded by the position of Permanent Secretary at the Department of the Environment. Andrew is a Non-executive Director of Prudential PLC and Frontier Economics Ltd. He is also Chairman of BH Global Ltd, and entered the House of Lords in 2005 as a Crossbench Life Peer.

Buckley Wakefield 8743

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British Land Co PLC — Proxy Solicitation & Information Statement 2012

5364_agm-r_2012-06-15_ecf1f7b9-9917-401a-92cf-1dd4f5690b84.pdf

Notice of Annual General Meeting

Letter from the Chairman to the Holders of Ordinary Shares

Notice of AGM

Recommendation

Action to be taken

Fourth interim dividend

NOTICE OF ANNUAL GENERAL MEETING

As ordinary resolutions:

Resolution 1 – Adoption of Report and Accounts

Resolution 2 – Approval of Directors’ Remuneration Report

Resolutions 3 to 15 – Re-elections of Directors

Resolutions 16 and 17 – Re-appointment of auditor and auditor’s remuneration

Resolution 18 – Authority to make political donations

Resolution 19 – Authority to allot shares

Resolution 20 – Disapplication of pre-emption rights

Resolution 21 – Authority to purchase own shares

Resolution 22 – Notice of general meetings

Entitlement to attend and vote

Corporate representatives

Nominated Persons

Issued share capital and total voting rights

Members' requests under section 527 of the 2006 Act

Members' rights to ask questions

Inspection of documents

Website

Voting results

Aubrey Adams

Non-executive Director

Lucinda Bell

Finance Director

Simon Borrows

Non-executive Director

Chris Gibson-Smith

Non-executive Chairman

John Gildersleeve

Senior Independent Director

Chris Grigg

Chief Executive

Dido Harding

Non-executive Director

William Jackson

Non-executive Director

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British Land Co PLC Proxy Solicitation & Information Statement 2012