British Land Co PLC — Proxy Solicitation & Information Statement 2018

Jun 12, 2018

British Land

Equiniti Share Plan Trustees Limited

Form of direction to the Trustees of The British Land Share Incentive Plan

This form of direction card is solely for the use of British Land employees participating in The British Land Share Incentive Plan (the Plan). You are not entitled to vote in respect of the shares held in trust under the Plan at the Annual General Meeting of The British Land Company PLC (the Company), to be held on Tuesday 17 July 2018 at 11.00am (the AGM). However, you can instruct Equiniti Share Plan Trustees Limited (the Trustees) to vote on your behalf in respect of these shares by either:

• using the form of direction on the opposite page and posting it back to Equiniti; or
• lodging your instructions electronically by using one of the two Equiniti websites detailed below.

Postal method:

The form of direction opposite must be signed and sent to the Plan Administrator. Equiniti, Aspect House, Spencer Road, Lancing BW99 6DA, to arrive not later than 11.00am on Thursday 12 July 2018. Please detach and keep this portion of the form before sending.

Electronic method:

You can instruct the Trustees to vote on your behalf by logging onto one of the following Equiniti websites:

www.sharevote.co.uk: use this website if you have not already registered on Equiniti's Shareview website (see below). To use Sharevote you will need the Voting ID, Task ID and Participant Reference Number shown opposite.

www.shareview.co.uk: if you have already registered with this website (in order to view your portfolio online), you can log-on and click on the link to vote.

Instructions on how to lodge your vote are available on both websites.

Your electronic instructions must be submitted to the Plan Administrator, Equiniti, not later than 11.00am on Thursday 12 July 2018.

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Form of direction

1430-160-S

Voting ID Task ID Participant Reference Number

I, the undersigned, being a participant in The British Land Share Incentive Plan, hereby direct Equiniti Share Plan Trustees Limited (the Trustees) to vote on my behalf at the Annual General Meeting of The British Land Company PLC (the Company), to be held at The Montcalm London Marble Arch, 2 Wallenberg Place, London W1H 7TN on Tuesday 17 July 2018 at 11.00am and at any adjournment thereof.

Please indicate how you wish to direct the Trustees to vote by marking the appropriate boxes in black ink like this. ☐ A ☑

In the absence of any such directions the Trustees will not vote your shares.

Resolutions 1 to 19 are proposed as ordinary resolutions. Resolutions 20 to 24 are proposed as special resolutions.

Resolutions	For	Against	Wthheld	Resolutions	For	Against	Wthheld
1 To receive the Annual Report and audited financial statements for the year ended 31 March 2018.	☐	☐	☐	14 To re-elect Tim Score as a Director.	☐	☐	☐
2 To approve the Directors' Remuneration Report for the year ended 31 March 2018.	☐	☐	☐	15 To re-elect Laura Wade-Gery as a Director.	☐	☐	☐
3 To elect Simon Carter as a Director.	☐	☐	☐	16 To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.	☐	☐	☐
4 To elect Alastair Hughes as a Director.	☐	☐	☐	17 To authorise the Directors to agree the auditor's remuneration.	☐	☐	☐
5 To elect Preben Prebensen as a Director.	☐	☐	☐	18 To authorise the Company to make limited political donations and political expenditure of not more than £20,000 in total.	☐	☐	☐
6 To elect Rebecca Worthington as a Director.	☐	☐	☐	19 To authorise the Directors to allot shares, up to a limited amount.	☐	☐	☐
7 To re-elect John Gildersleeve as a Director.	☐	☐	☐	20 To authorise the Directors to allot shares and sell treasury shares for cash, without making a pre-emptive offer to shareholders.	☐	☐	☐
8 To re-elect Lynn Gladden as a Director.	☐	☐	☐	21 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.	☐	☐	☐
9 To re-elect Chris Grigg as a Director.	☐	☐	☐	22 To authorise the Company to purchase its own shares.	☐	☐	☐
10 To re-elect William Jackson as a Director.	☐	☐	☐	23 To authorise the calling of general meetings (other than an annual general meeting) on not less than 14 clear days' notice.	☐	☐	☐
11 To re-elect Nicholas Macpherson as a Director.	☐	☐	☐	24 To adopt revised articles of association of the Company.	☐	☐	☐
12 To re-elect Charles Maudsley as a Director.	☐	☐	☐
13 To re-elect Tim Roberts as a Director.	☐	☐	☐

Date

Signature

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Business Reply Plus
Licence Number
RTAK-JHGZ-TBXY


Equiniti
Aspect House
Spencer Road
LANCING
BN99 8DU