British Land Co PLC — Proxy Solicitation & Information Statement 2017

Jun 12, 2017

The British Land Company PLC

Annual General Meeting

Tuesday 18 July 2017 at 11.00 am

Attendance Card

If you plan to attend the Annual General Meeting of The British Land Company PLC to be held on Tuesday 18 July 2017, please bring this card with you.

Please note that the meeting is due to commence at 11.00 am at:

Hyatt Regency London – The Churchill, 30 Portman Square, London W1H 7BH

Notice of Availability

The Annual Report and Accounts 2017 and the Notice of the Annual General Meeting are now available to be viewed and downloaded on the Company's website: www.britishland.com/investors/reports and www.britishland.com/investors/shareholders-centre/agm respectively.

If you wish to receive electronic communications and manage your shareholding online please visit the website of our Registrar, Equiniti at www.shareview.co.uk and click to register at the top of the page.

Printed copies of any shareholder communications may be requested from our Registrar, Equiniti on 0371 384 2143 from within the UK (or +44 121 415 7047 if calling from outside the UK), or by writing to Equiniti Limited, Aspect House, Lancing, West Sussex BNPP 60A Bines are open from 8.30 am to 5.30 pm Monday to Friday).

Voting ID

Task ID

Shareholder Reference Number

1430-150-S

To be used for the Annual General Meeting of The British Land Company PLC (the Company) to be held at the Hyatt Regency London – The Churchill, 30 Portman Square, London W1H 7BH on Tuesday 18 July 2017 at 11.00am (the AGM).

☐ Please indicate here with an 'X' if this form of proxy is one of multiple forms of proxy being submitted by you, and refer to note 4 overleaf.

I/We being (a) holder(s) of ordinary shares of 25 pence each in the Company hereby appoint the Chairman of the AGM or

☐ in respect of all my shares or ☐ to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the AGM and at any adjournment thereof. Please refer to notes 3 and 4 overleaf.

Please indicate your votes by marking the appropriate boxes in black ink like this. ☐ In the absence of any direction, the Chairman of the AGM, or the proxy name above, will exercise his, her or its discretion as to whether, and if so how, he, she or it votes.

Resolutions	For	Against	Vote Withheld
(Resolutions 1 to 17 are proposed as ordinary resolutions; resolutions 18 to 21 are proposed as special resolutions.)	☐	☐	☐
1 To receive the Annual Report and Accounts for the year ended 31 March 2017.	☐	☐	☐
2 To approve the Directors' Remuneration Report 2017.	☐	☐	☐
3 To elect Lord Macpherson as a Director.	☐	☐	☐
4 To re-elect Aubrey Adams as a Director.	☐	☐	☐
5 To re-elect Lucinda Bell as a Director.	☐	☐	☐
6 To re-elect John Gildersleeve as a Director.	☐	☐	☐
7 To re-elect Lynn Gladden as a Director.	☐	☐	☐
8 To re-elect Chris Grigg as a Director.	☐	☐	☐
9 To re-elect William Jackson as a Director.	☐	☐	☐
10 To re-elect Charles Maudsley as a Director.	☐	☐	☐
11 To re-elect Tim Roberts as a Director.	☐	☐	☐
12 To re-elect Tim Score as a Director.	☐	☐	☐
13 To re-elect Laura Wade-Gery as a Director.	☐	☐	☐
Resolutions	For	Against	Vote Withheld
---	---	---	---
14 To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.	☐	☐	☐
15 To authorise the Directors to agree the auditor's remuneration.	☐	☐	☐
16 To authorise the Company to make limited political donations and political expenditure of not more than £20,000 in total.	☐	☐	☐
17 To authorise the Directors to allot shares, up to a limited amount.	☐	☐	☐
18 To authorise the Directors to allot shares and sell treasury shares for cash, without making a pre-emptive offer to shareholders.	☐	☐	☐
19 To authorise the Directors to allot additional shares and sell treasury shares for cash, without making a pre-emptive offer to shareholders, in line with recommendations of the Pre-Emption Group.	☐	☐	☐
20 To authorise the Company to purchase its own shares.	☐	☐	☐
21 To authorise the calling of general meetings (other than an annual general meeting) by notice of not less than 14 clear days.	☐	☐	☐

☐ Please mark this box if you are signing on behalf of the shareholder, and refer to note 7 overleaf.

This card should not be used for any comments, change of address or other queries.

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Business Reply Plus
Licence Number
RTAK-JHG2-TBXY

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Notes on completing the form of proxy

Please detach the attendance card before returning your form of proxy.

1. As a registered member of the Company, you may appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a member of the Company, but must attend the meeting in person to represent you. You may only appoint a proxy using the procedures set out in these notes. You may not use any electronic address provided in these notes to communicate with the Company for any purposes other than those expressly stated.

2. You may appoint a proxy or proxies:

3. by completing and returning the form of proxy by post;

4. by going to www.sharevote.co.uk and following the instructions provided. You will need the Voting ID, Task ID and Shareholder Reference Number shown on your form of proxy;
5. if you have registered with the Equinitionline portfolio service, by logging onto your portfolio via www.shareview.co.uk and clicking on the link to vote, then following the instructions provided; and
6. if you are 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 on Friday 14 July 2017. 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 accessed through www.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.

A proxy appointment submitted through www.sharevote.co.uk, www.shareview.co.uk, or the CREST system will not be accepted at any time if found to contain a computer virus.

IMPORTANT: In any case your instructions or the form of proxy in respect of the AGM must be received by the Company's Registrars, Equiniti, no later than 11.00 am on Friday 14 July 2017.

1. You can appoint the Chairman of the AGM to be your proxy at the AGM. If you wish to appoint the Chairman, you need not change this part of the proxy form. If you wish to appoint someone else to be your proxy, you should delete the words "the Chairman of the AGM or" and write the name of the person you wish to be your proxy in the space provided.

2. To appoint more than one proxy, please photocopy the form of proxy for each additional proxy, delete the words "all my shares or" and indicate, in the box next to the proxy's name the number of shares in relation to which you authorise them to act as your proxy. Please also mark the appropriate box on each form to indicate that the form of proxy is one of multiple instructions being given by you.

3. You may instruct your proxy how to vote by marking the appropriate box next to each resolution on the form of proxy. Details of the resolutions and the explanatory notes are contained in the Notice of AGM circular; these are either enclosed with this form of proxy, or available on the Company's website if you have elected to receive certain Shareholder Communications this way. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting. A vote withheld is not a vote in law, which means that a vote withheld will not be counted in the calculation of votes for or against a resolution.

4. This form must be signed. Please note that:

5. in the case of a corporation, the form of proxy should be signed by a duly authorised officer or person, under its common seal or in any other manner authorised by its constitution; and

6. in the case of joint holders (i) only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorised representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear on the register of members of the Company in respect of the joint holding.

7. If necessary, someone else may sign the form on your behalf. In that case, the authority (or a notarially certified copy of such authority) under which the proxy form is signed must be sent with the form. If a proxy is being appointed by an attorney, the power of attorney (or a notarially certified copy of such power of attorney) must be sent with the proxy form, unless it has been previously lodged with the Company's registrars.

8. Please initial any amendments made to this form.

9. Submitting a form of proxy or making an appointment through www.sharevote.co.uk, www.shareview.co.uk, or the CREST system will not prevent you from attending the meeting and voting in person.

British Land