Land Securities Group PLC — AGM Information 2017

Sep 27, 2017

Land Securities Group PLC General Meeting – 27 September 2017

Special business resolutions passed at the General Meeting

At the General Meeting held on 27 September 2017 the following resolutions concerning special business were duly passed. Resolutions 1, 2, 4, 5 and 6 were passed as special resolutions. Resolution 3 was passed as an ordinary resolution. This information is being provided in compliance with Listing Rule 9.6.2.

Resolution 1 – Amendment of Articles of Association

THAT, conditional upon the New Ordinary Shares (as defined below) being admitted to the official list of the UK Listing Authority and to trading on the London Stock Exchange PLC's main market for listed securities by 8.00 a.m. on 28 September 2017 (or such later time and/or date as the directors may in their absolute discretion determine) (''Admission''), the draft articles of association produced to the meeting, marked ''A'' and signed by the Chairman of the meeting for identification purposes (the ''New Articles of Association''), be and are hereby approved and adopted as the articles of association of the Company with effect from Admission in substitution for, and to the exclusion of, all existing articles of association of the Company.

Resolution 2 – Issue of B Shares and related Share Consolidation

THAT, subject to the passing of resolution 1 and also conditional upon Admission occurring by 8.00 a.m. on 28 September 2017 (or such later time and/or date as the directors may in their absolute discretion determine):

• (A) the directors of the Company be and are hereby generally and unconditionally authorised:
• (i) to capitalise a sum not exceeding £475 million standing to the credit of the Company's share premium account, and to apply such sum in paying up in full up to the maximum number of redeemable preference shares of 60 pence each in the capital of the Company carrying the rights and restrictions set out in article 5A of New Articles of Association (the ''B Shares'') that may be allotted to the holders of the ordinary shares of 10 pence each in the capital of the Company (the ''Existing Ordinary Shares'') (excluding the Existing Ordinary Shares held by the Company in treasury) pursuant to the authority given by sub-paragraph 2(A)(ii) below;
• (ii) pursuant to section 551 of the Companies Act 2006 (the ''Act''), to exercise all powers of the Company to allot and issue credited as fully paid up (provided that the authority hereby confirmed shall expire at the end of the next annual general meeting of the Company) B Shares up to an aggregate nominal amount of £475 million to the holders of Existing Ordinary Shares on the basis of one B Share for every Existing Ordinary Share (excluding Existing Ordinary Shares held by the Company in treasury) held and recorded on the register of members of the Company at 6.00 p.m. on 27 September 2017 (or such other time and/or date as the directors may determine) (the ''Record Time''), in accordance with the terms of the circular sent by the Company to its shareholders on 4 September 2017 and the directors' determination as to the number of B Shares to be allotted and issued;
• (B) every Existing Ordinary Share (including the Existing Ordinary Shares held by the Company in treasury), as shown in the register of members of the Company at the Record Time, be sub-divided into 15 undesignated shares in the capital of the Company (each an ''Undesignated Share'') and immediately thereafter, every 16 Undesignated Shares be consolidated into one new ordinary share of 10² /3 pence each in the capital of the

Company (each a ''New Ordinary Share''), provided that, where such consolidation and sub-division would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) to any person all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person(s), and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that (I) any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company, and (II) any due proportion of such proceeds of less than £3.00 (net of expenses) shall be retained by the directors for the benefit of the Company and the relevant member shall not be entitled thereto (and, for the purposes of implementing the provisions of this paragraph, any director of the Company (or any person appointed by the directors of the Company) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares).

Resolution 3 – Authority to allot securities

THAT, subject to the passing of resolutions 1 and 2:

• (A) pursuant to section 551 of the Act, the directors of the Company be and are hereby generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
• (i) up to an aggregate nominal amount of £26,361,628; and
• (ii) in so far as such shares comprise equity securities (as defined in section 560 of the Act) up to a further nominal amount of £26,361,628 in connection with an offer by way of a rights issue:
  • (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

(B) this authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 13 October 2018, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority had not expired.

Resolution 4 – General authority to disapply pre-emption rights

THAT, subject to the passing of resolutions 1, 2 and 3:

(A) the directors of the Company be and are authorised to allot equity securities (pursuant to sections 570 and 573 of the Act) for cash under the authority given by resolution 3 and/or sell treasury shares as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

• (i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities made to (but in the case of the authority granted under paragraph (A)(ii) of resolution 3, by way of a rights issue only):
• (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (b) holders of other equity securities, as required by the rights of those securities or, if the director consider it necessary, as permitted by the rights of those securities,

and so that the director may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

• (ii) in the case of the authority granted under paragraph (i) of resolution 3 and/or in the case of any sale of treasury shares, to the allotment (otherwise than under paragraph (i) of this resolution) of equity securities or sale of treasury shares up to a nominal amount of £3,954,244 (being 5 per cent of the Company's New Ordinary Share capital, excluding treasury shares, as at 31 August 2017).
• (B) this authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 13 October 2018, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority had not expired.

Resolution 5 – Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments

THAT, subject to the passing of resolutions 1, 2 and 3:

• (A) in addition to any authority granted under resolution 4 to allot equity securities (pursuant to the Act) for cash under the authority given by that resolution, to authorise the directors to allot equity securities (pursuant to sections 570 and 573 of the Act) for cash under the authority given by resolution 3 and/or sell treasury shares as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be:
• (i) limited, in the case of the authority granted under paragraph (A)(i) of resolution 3 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,954,244 (being 5 per cent of the Company's New Ordinary Share capital, excluding treasury shares, as at 31 August 2017); and
• (ii) used only 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 of a kind 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.
• (B) this authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 13 October 2018, provided that the Company shall be

entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority had not expired.

Resolution 6 – Authority to purchase own shares

THAT, subject to the passing of resolutions 1 and 2:

• (A) pursuant to section 701 of the Act, the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Act) of its ordinary shares on such terms as the directors think fit, provided that:
• (i) the maximum number of ordinary shares that may be acquired is 74,142,080 (being 10 per cent of the company's New Ordinary Share capital, excluding treasury shares, as at 31 August 2017);
• (ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 10² /3 pence; and
• (iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
  • (a) 105 per cent of the average of the middle-market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
  • (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid for an ordinary share on the trading venues where the purchase is carried out.
• (B) this authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 13 October 2018, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority had not expired.