Hammerson PLC — Proxy Solicitation & Information Statement 2013

Apr 5, 2013

Attendance Card
Hammerson plc – Annual General Meeting
Hammerson

You may vote electronically at www.capitashareportal.com (If you have not already registered for the share portal, you will need your Investor Code below. Once registered you will be able to vote immediately.)

Notice of Availability:

Notice of Annual General Meeting and 2012 Annual Report

You can now access the Notice of Annual General Meeting and the 2012 Annual Report on the website: www.hammerson.com on the Investors page.

If you wish to receive a paper copy of the 2012 Annual Report, please contact: Capita Registrars, 34 Beckenham Road, Kent, BR3 4TU.

Please note that the deadline for receiving proxies is 11.00 am on 7 May 2013, which is 48 hours before the commencement of the Annual General Meeting.

For use by Shareholders at the
82nd Annual General Meeting of Hammerson plc
convened for Thursday 9 May 2013 at 11.00 am at
10 Grosvenor Street, London, W1K 4BJ.
Registration will commence at 10.30 am

If you plan to attend the Annual General Meeting in your capacity as a shareholder, bring this card with you, as it will speed up your admission to the meeting.

SIGNATURE OF PERSON ATTENDING

BAR CODE:

INVESTOR CODE:

Form of Proxy:

Hammerson plc – Annual General Meeting

BAR CODE:

INVESTOR CODE:

EVENT CODE:

I/We being (a) member(s) of the Company hereby appoint the Chairman of the Annual General Meeting or the following person (see note 1 overleaf)

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 9 May 2013 at 11.00 am (the 'Meeting') and at any adjournment thereof. I have indicated with a X how I/we wish my/our votes to be cast on the following resolutions:

☐ Please tick here if this proxy appointment is one of multiple appointments being made.
*For the appointment of more than one proxy, please refer to note 7 overleaf.

Resolutions	Please mark ☐ to indicate how you wish to vote	Resolutions	Please mark ☐ to indicate how you wish to vote
1. To receive the Directors’ Annual Report and Financial Statements for the year ended 31 December 2012	☐	11. To re-elect Jacques Espinasse	☐
2. To receive and approve the Directors’ Remuneration Report for the year ended 31 December 2012	☐	12. To re-elect Judy Gibbons	☐
3. To declare a final dividend	☐	13. To re-elect John Hirst	☐
4. To elect David Tyler	☐	14. To re-elect Anthony Watson	☐
5. To elect Jean-Philippe Mouton	☐	15. To reappoint the auditor, Deloitte LLP	☐
6. To elect Gwyn Burr	☐	16. To authorise the Directors to agree the auditor’s remuneration	☐
7. To re-elect David Atkins	☐	17. To authorise the Directors to allot shares	☐
8. To re-elect Peter Cole	☐	18. To disapply pre-emption rights†	☐
9. To re-elect Timon Drakesmith	☐	19. To authorise market purchases by the Company of its shares†	☐
10. To re-elect Terry Duddy	☐	20. To increase the maximum aggregate fees per annum payable to the Directors	☐

† Special resolution
You may submit your proxy electronically at www.capitashareportal.com

Signature(s)/Common Seal
Date

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Notes

1. You have the right to appoint some other person(s) of your choice, (who need not be a shareholder of the Company) as your proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the Meeting. If you wish to appoint a person other than the Chairman, please insert the name of the desired proxy in the space provided. That person may exercise all your rights to attend, speak and vote on your behalf at the Meeting. 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 for that designated account). Any alteration to this Form of Proxy should be initialled by the person signing it.

2. The 'vote withheld' option is to enable you to abstain on any of the resolutions. Please note that a 'vote withheld' has no legal effect and will not be counted in the total number of votes cast.

3. In the case of an individual, this Form of Proxy must be signed by you or your attorney duly authorised in writing.

4. In the case of joint holders, the Form of Proxy can be signed by any one of such holders, but the names of all joint holders should be stated. In the case of joint holders, the vote of the senior holder 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.

5. In the case of a corporation, this Form of Proxy must be given under its common seal, (if any) executed as a deed or signed on its behalf by an officer or attorney of the corporation or other person or agent duly authorised to sign it, stating their capacity (e.g. director or secretary).

6. The proxy must attend the Meeting in person to represent you. The completion of this Form of Proxy will not prevent a shareholder from attending, speaking and voting in person. In the event that a shareholder attends the Meeting in person, the proxy appointment will lapse.

7. A shareholder can appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by that shareholder. To appoint more than one proxy, you must complete a separate Form of Proxy for each proxy unless you are appointing your proxies electronically in which case, please refer to Note 8. Additional Forms of Proxy may be obtained by contacting the Capita Registrars helpline on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open between 8.30 am and 5.30 pm Monday to Friday) or +44 (0) 20 8639 3399 from overseas or you may photocopy this Form of Proxy. Please indicate 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. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

8. In order to be valid, an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified in ink by an attorney, a bank manager, a stockbroker or a solicitor) by one of the following methods:

9. online by logging onto www.capitashareportal.com and logging into your share portal account. If you have not previously registered, you should go through the registration process. Once you have registered, you will be able to vote immediately;

10. in hard copy form delivered by post, by courier or by hand to the Company's registrar, Capita Registrars, at the address provided on the envelope;

11. in the case of CREST members, by utilising the CREST electronic proxy appointment service not later than 48 hours before the time fixed for the Meeting or adjourned meeting at which the proxy proposes to vote.

12. If you sign the Form of Proxy and return it to the Company's registrar without any specific directions, the proxy will vote or abstain at her/his discretion as s/he will on any other business (including any motion to amend a resolution or to adjourn the Meeting) arising at the Meeting and at any adjournment thereof. This Form of Proxy will be used in the event of a poll.

13. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that the shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic Form of Proxy, that is found to contain any virus will not be accepted.

14. Should the envelope for your Form of Proxy be missing, please return it to the Freepost address: Freepost RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham BR3 4TU. No stamp is required.

15. CREST members should refer to the Notice of Meeting in relation to the submission of a proxy appointed via CREST.

16. You may not use any electronic address provided in this Form of Proxy to communicate with the Company for any purpose other than those expressly stated.