Great Portland Estates PLC — Proxy Solicitation & Information Statement 2019

May 31, 2019

GREAT PORTLAND ESTATES

ATTENDANCE CARD

GREAT PORTLAND ESTATES plc
ANNUAL GENERAL MEETING 2019

To be held at: Kent House, 14/17 Market Place, London W1W 8AJ, on Thursday, 4 July 2019 at 11.30am.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrar. This will facilitate entry to the meeting.

Signature of person attending
Barcode:

You may submit your proxy voting instruction online. Even though you have received a paper version of the form of proxy, you can still vote electronically. Please visit www.signalshares.com and follow the on-screen instructions (please note that you will need your Investor Code (IVC) which can be found on share certificates or recent shareholder communications with our registrar, Link Asset Services). Your online proxy instructions must be received by Link Asset Services by 11.30am on Tuesday 2 July 2019.

FORM OF PROXY

GREAT PORTLAND ESTATES plc – ANNUAL GENERAL MEETING 2019

If you cannot attend the Annual General Meeting, you are entitled to appoint someone else, a 'proxy', to attend, speak and vote on your behalf.

I/We being (a) holder(s) of shares of the above-named Company hereby appoint the person named below or, failing such person, the Chairman of the Meeting

Bar Code:

Event Code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.30am on Thursday, 4 July 2019 and at any adjournment thereof. The proxy is instructed to vote on the Resolutions as indicated below. See notes (1) and (2) overleaf.

☑ Please mark 'X' here if this appointment is one of multiple appointments being made. See notes (2) and (3) overleaf.

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

ORDINARY RESOLUTIONS	Yes	No	Against	Vote withheld*	Discretion**
1 To receive the audited financial statements together with the directors' and auditor's reports for the year ended 31 March 2019	☑	☑	☑	☑	☑
2 To declare a final dividend for the year ended 31 March 2019	☑	☑	☑	☑	☑
3 To approve the Directors' remuneration report	☑	☑	☑	☑	☑
4 To re-elect Toby Courtauld as a director of the Company	☑	☑	☑	☑	☑
5 To re-elect Nick Sanderson as a director of the Company	☑	☑	☑	☑	☑
6 To re-elect Richard Mully as a director of the Company	☑	☑	☑	☑	☑
7 To re-elect Charles Philipps as a director of the Company	☑	☑	☑	☑	☑
8 To re-elect Wendy Becker as a director of the Company	☑	☑	☑	☑	☑
9 To re-elect Nick Hampton as a director of the Company	☑	☑	☑	☑	☑

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

ORDINARY RESOLUTIONS	Yes	No	Against	Vote withheld*	Discretion**
10 To re-elect Alison Rose as a director of the Company	☑	☑	☑	☑	☑
11 To reappoint Deloitte LLP as auditor	☑	☑	☑	☑	☑
12 To authorise the Audit Committee to agree the remuneration of the auditor	☑	☑	☑	☑	☑
13 To renew the directors' authority to allot shares	☑	☑	☑	☑	☑

SPECIAL RESOLUTIONS

14 To renew the directors' limited authority to allot shares for cash

15 To give the directors additional limited authority to allot shares for cash in connection with an acquisition or specified capital investment, and including development and/or refurbishment expenditure

16 To renew the authority enabling the Company to buy its own shares

17 To authorise the calling of general meetings (other than an annual general meeting) on not less than 14 clear days' notice

• The 'Vote withheld' option is to enable you to abstain on any of the specified resolutions. Please note that a 'Vote withheld' has no legal effect and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

**If you select 'Discretion' or fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) at his or her discretion on any other business which may properly come before the meeting (including any motion to amend a resolution or to adjourn the meeting).

To assist with arrangements, if you intend attending the meeting in person please place a 'X' in the box opposite

Signature

Date

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EXPLANATORY NOTES GREAT PORTLAND ESTATES plc ANNUAL GENERAL MEETING 2019

GREAT PORTLAND ESTATES

(1) Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement of that designated account).

(2) This form of proxy must be executed under the hand of the holder or his or her duly authorised attorney or in the case of a corporation, it must be executed under its common seal or under the hand of some officer or attorney duly authorised in that behalf. A member of the Company entitled to attend and vote at this meeting may appoint one or more proxies to attend and vote in his or her stead. A proxy need not also be a member of the Company.

(3) To appoint more than one proxy, you may photocopy this form of proxy. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned together in the same envelope addressed to: FREEPOST PXS, 34 BECKENHAM ROAD, BR3 9ZA

This is all you need to write on the envelope, no other address details are required. Please note that delivery using this service can take up to five business days. Alternatively, you may pay postage and use the address specified in Note 5.

(4) Lodgement of this form of proxy will not preclude a shareholder from attending the meeting and voting in person. A member must inform the registrar of the Company in writing of any termination of the authority of a proxy.

(5) This form of proxy must be completed, signed and deposited with the Company's registrar, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, not later than 11.30am on Tuesday 2 July 2019 or, if the meeting is adjourned, not less than 48 hours (excluding any UK non-working days) before the adjourned meeting, together with any authority (or a notarially certified copy of such authority) under which it is signed. CREST members should refer to the Notice of meeting on pages 195 and 196 of the Annual Report 2019 in relation to the submission of a proxy appointed through CREST. You may also appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com

(6) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members.

(7) Any alterations made in this form should be initialled.

(8) If you prefer, you may return this form of proxy in an envelope to FREEPOST PXS, 34 BECKENHAM ROAD, BR3 9ZA. No stamp is required if posted in the United Kingdom. Please note that delivery using this service can take up to five business days. Alternatively, you may pay postage and use the address specified in Note 5.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

1

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF