Hammerson PLC — AGM Information 2011

Apr 28, 2011

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

OF

HAMMERSON plc

At the Annual General Meeting of the Company held at 10 Grosvenor Street, London W1K 4BJ on Thursday 28 April 2011, the following resolution was duly passed as a Special Resolution:-

$\mathbf 1$ To Disapply Statutory Pre-Emption Rights and Empower Directors to Allot Shares for Cash

THAT the Directors be and they are hereby empowered pursuant to Section 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited $to:$

• the allotment of equity securities in connection with an offer of securities in favour of the $(i)$ holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or any other matters whatever: and
• the allotment (otherwise than pursuant to sub-paragraph (i) above) to any person or persons $(ii)$ of equity securities up to an aggregate nominal amount of £8,844,736;

and shall expire upon the expiry of the general authority conferred by Resolution 14 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Chairman

Dated: 28 April 2011

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

OF

HAMMERSON plc

At the Annual General Meeting of the Company held at 10 Grosvenor Street, London W1K 4BJ on Thursday 28 April 2011, the following resolution was duly passed as a Special Resolution:-

$2.$ Authority for the Company to Purchase its Own Shares

THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 25 pence each of the Company provided that:

• the maximum number of ordinary shares hereby authorised to be acquired is 70,677,885. $(i)$ representing 10% of the issued ordinary shares of the Company as at 25 February 2011;
• the minimum price which may be paid for any such share is 25 pence; $(ii)$
• the maximum price which may be paid for any such share is an amount equal to 105% of $(iii)$ the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased;
• the authority hereby conferred shall expire at the end of the next Annual General Meeting, $(iv)$ unless previously renewed, varied or revoked by the Company in general meeting; and
• the Company may make a contract to purchase its ordinary shares under the authority $(v)$ hereby conferred prior to the expiry of any such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

$\sim$ . . . . . . .

Chairmah

Dated: 28 April 2011