Hammerson PLC — AGM Information 2017

Apr 25, 2017

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

HAMMERSON plc

At the Annual General Meeting of the Company held at Kings Place, 90 York Way, London N1 9GE on Monday 25 April 2017, the following resolutions were duly passed:

As an Ordinary Resolution:

Resolution 17: Directors' authority to allot

That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'):

• $(i)$ up to an aggregate nominal amount of £66,099,037; and
• $(ii)$ up to a further aggregate nominal amount of £66,099,037 provided that (a) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (b) they are offered by way of a rights issue to holders of ordinary shares on the register of shareholders at such record date 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 or deemed to be held by them on any such record date and to other holders of equity securities entitled to participate therein (if any), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasuryshares, 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 depositary receipts or any other matter,

provided that, this authority shall expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, on 25 July 2018 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

As Special Resolutions:

Resolution 18: To Disapply Statutory Pre-Emption Rights and Empower Directors to Allot Shares for Cash

That the Directors be and they are hereby authorised pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 17 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:

• $(i)$ the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under sub-paragraph (ii) of Resolution 17 by way of a rights issue only) in favour of the holders of ordinary shares on the register of shareholders at such record dates as the Directors may determine and other persons entitled to participate therein (if any) 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 or deemed to be 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 depositary receipts or any other matter; and
• the allotment of equity securities or sale of treasury shares (otherwise than $(ii)$ pursuant to sub-paragraph (i) of this Resolution 18) to any person or persons up to an aggregate nominal amount of £9,914,855,

and shall expire upon the expiry of the general authority conferred by Resolution 17 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.

Resolution 19: To Disapply Statutory Pre-Emption Rights and Empower Directors to Allot Shares for Cash in addition to those conferred by Resolution 18

That, in addition to the power conferred by Resolution 18, the Directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 17 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:

• $(i)$ be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £9,914,855; and
• $(ii)$ only be used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment, including development and refurbishment expenditure, as contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

and shall expire upon the expiry of the general authority conferred by Resolution 17, 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.

Resolution 20: 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 on such terms and in such manner as the Directors may from time to time determine, provided that:

• $(i)$ the maximum number of ordinary shares hereby authorised to be acquired is 79,318,845 representing approximately 10% of the issued ordinary share capital of the Company as at 24 February 2017:
• $(ii)$ the minimum price (excluding expenses) which may be paid for any such share is 25 pence:
• $(iii)$ the maximum price (excluding expenses) which may be paid for any such share is the higher of (a) an amount equal to 105% of 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; and (b) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 20 will be carried out;
• $(iv)$ the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting, or, if earlier, on 25 July 2018 unless previously renewed, varied or revoked by the Company in general meeting; and
• $(v)$ the Company may, before this authority expires, make a contract to purchase its ordinary shares which will or may be executed wholly or partly after the expiry of this authority, and may purchase its ordinary shares pursuant to it as if this authority had not expired.

Resolution 22: Adoption of new Articles of Association

That with effect from the end of the Meeting, the New Articles produced to the Meeting and, for the purposes of identification, signed by the Chairman be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the Company's Existing Articles.

Dais Jle

Chairman

Dated: 25 APLIL 2017