Hammerson PLC — Proxy Solicitation & Information Statement 2016

Mar 7, 2016

NOTICE OF AVAILABILITY

Notice of Annual General Meeting and 2015 Annual Report

You can now access the Notice of Annual General Meeting and the 2015 Annual Report on the website at: www.hammerson.com/investors.

If you wish to receive a paper copy of the 2015 Annual Report, please contact: Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

ATTENDANCE CARD

HAMMERSON PLC – ANNUAL GENERAL MEETING

This attendance card is for use by shareholders at the 85th Annual General Meeting ( the 'Meeting') of Hammerson plc convened for Monday 25 April 2016 at 11.00 am at Kings Place, 90 York Way, London N1 9GE. Please bring this card with you, as it will speed up your admission to the Meeting.

Registration will commence at 10.30 am.

You may vote electronically at www.capitashareportal.com.

If you have not already registered for the share portal, you will need your Investor Code. Once registered you will be able to vote immediately.

FORM OF PROXY

Please note that the deadline for receiving proxies is 11.00 am on 21 April 2016, which is 48 hours, excluding non-business days, before the commencement of the Meeting.

Hammerson plc (the 'Company') – Annual General Meeting

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

* For the appointment of more than one proxy, please refer to note 1 overleaf.

as my/our proxy to vote for me/us on my/our behalf at the Meeting of the Company to be held on Monday 25 April 2016 at 11.00 am and at any adjournment thereof.

*

I/we have indicated with an 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.

	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	Vote Withheld (see note 2)	RESOLUTIONS	wish to vote
	1. To receive the Directors' Annual Report and Financial Statements for the year ended 31 December 2015						11. To re-elect Judy Gibbons as a Director
	2. To receive and approve the Directors' Remuneration Report for the year ended 31 December 2015					12.To re-elect Jean-Philippe Mouton as a Director
	3. To declare a final dividend					13.To re-elect David Tyler as a Director
	4. To elect Andrew Formica as a Director						14.To reappoint the auditor, Deloitte LLP
	5. To re-elect David Atkins as a Director					the auditor's remuneration	15. To authorise the Audit Committee to agree
	6. To re-elect Pierre Bouchut as a Director					16.To authorise the Directors to allot shares
	7. To re-elect Gwyn Burr as a Director					17. To disapply pre-emption rights†
	8. To re-elect Peter Cole as a Director					of its shares†	18. To authorise market purchases by the Company
	9. To re-elect Timon Drakesmith as a Director						19. To approve the Scrip Dividend Scheme
10.To re-elect Terry Duddy as a Director

11. To re-elect Judy Gibbons as a Director
12.To re-elect Jean-Philippe Mouton as a Director
the auditor's remuneration
of its shares†

Date

For Against Vote Withheld (see note 2)

*

INVESTOR CODE:

BAR CODE:

BAR CODE:

INVESTOR CODE:

SIGNATURE OF PERSON ATTENDING

EVENT CODE:

Signature(s)/ Common Seal

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

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

1. You have the right to appoint more that one proxy in relation to the Meeting (who need not be a shareholder of the Company) 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.

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 7. Additional Forms of Proxy may be obtained by contacting Capita Asset Services on 0871 664 0300 or +44 20 8639 3399 from overseas. Calls cost 12p per minute plus your phone company's access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales. 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.

• 1. 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.
• 1. In the case of an individual, this Form of Proxy must be signed by you or your attorney duly authorised in writing.
• 1. 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.
• 1. 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).
• 1. The proxy must attend the Meeting in person to represent you. The completion of this Form of Proxy will not prevent you from attending, speaking and voting in person. In the event that you attend the Meeting in person, your proxy appointment will lapse.
• 1. 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 by an attorney, a bank manager, a stockbroker or a solicitor) by 11.00 am on Thursday 21 April 2016 using one of the following methods:
• 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;
• In hard copy form delivered by post, by courier or by hand to the Company's Registrar, Capita Asset Services, at the address provided on the envelope; or
• In the case of CREST members, by utilising the CREST electronic proxy appointment service not later than 11.00 am on Thursday 21 April 2016 at which the proxy proposes to vote.
• 1. 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.
• 1. 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 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.
• 1. Should the envelope for your Form of Proxy be missing, please return it to the Freepost address: FREEPOST CAPITA PXS. No stamp is required.
• 1. CREST members should refer to the Notice of Meeting in relation to the submission of a proxy appointed via CREST.
• 1. 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.