Land Securities Group PLC — Proxy Solicitation & Information Statement 2011

Jun 15, 2011

Land Securities Group PLC
Form of Proxy/Attendance Card
Annual Report Notice of Availability
2011 Annual General Meeting

LandSecurities
Reference number

Card ID

Account number

2549-046-4

You can now view the Annual Report and Accounts for the year ended 31 March 2011 and the Notice of Annual General Meeting by visiting www.landsecurities.com. Details of the resolutions proposed are contained in the Notice of Annual General Meeting.

I/We the undersigned, being a holder(s) of ordinary shares in the Company, hereby appoint the Chairman of the meeting or

☐ Tick here if one of multiple proxy appointments. Number of shares (if not full voting entitlement). (See note 2.)

as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at The Sainsbury Wing Theatre, National Gallery, London WC2N 5DN on Thursday, 21 July 2011 at 11.00am and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an 'X' in the appropriate spaces. For guidance notes on how to complete the Form of Proxy, including how to vote using the internet, please see over.

(Please fold here if returning)

Resolution	For	Against	Vote Withheld
1 To receive and adopt the Directors' Report and Financial Statements for the year ended 31 March 2011	☐	☐	☐
2 To declare a Final Dividend	☐	☐	☐
3 To approve the Directors' Remuneration Report for the year ended 31 March 2011	☐	☐	☐
4 To re-elect Alison Carnwath as a director	☐	☐	☐
5 To re-elect Francis Salway as a director	☐	☐	☐
6 To re-elect Martin Greenslade as a director	☐	☐	☐
7 To re-elect Richard Akers as a director	☐	☐	☐
8 To re-elect Robert Noel as a director	☐	☐	☐
9 To re-elect Sir Stuart Rose as a director	☐	☐	☐
10 To re-elect Kevin O'Byrne as a director	☐	☐	☐
11 To re-elect David Rough as a director	☐	☐	☐
12 To re-elect Christopher Bartram as a director	☐	☐	☐
13 To elect Simon Palley as a director	☐	☐	☐
14 To re-appoint PricewaterhouseCoopers LLP as auditors	☐	☐	☐
15 To authorise the directors to determine the remuneration of the auditors	☐	☐	☐
16 To authorise the directors to allot shares	☐	☐	☐
17 To authorise the making of political donations	☐	☐	☐
18 To authorise the directors to pay dividends as shares	☐	☐	☐
19 To authorise the disapplication of pre-emption rights*	☐	☐	☐
20 To authorise the Company to purchase its own shares*	☐	☐	☐
21 To enable general meetings (other than AGMs) to be held on 14 clear days' notice*	☐	☐	☐
22 To adopt new Articles of Association*	☐	☐	☐

• Special Resolution

Signature(s) ____
Date ____

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Notes

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint one or more proxies, who need not be shareholders, to exercise all or any of his/her rights to attend, speak and vote on his/her behalf.

2. You can appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.

3. To appoint more than one proxy, you should photocopy the Form of Proxy. Please indicate in the box underneath the proxy holder's name, the number of shares in relation to which you authorise them 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). Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned to Equiniti together in the envelope provided.

4. To appoint the chairman of the meeting as your sole proxy in respect of all your shares fill in any voting instructions and sign and date the Form of Proxy, but leave all other proxy appointment details blank.

5. To appoint a single proxy in respect of all your shares other than the Chairman, cross out only the words 'the Chairman of the meeting or' and insert the name and address of your proxy (who need not be a shareholder). Then complete the rest of the Form of Proxy.

6. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as your proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.

7. The 'Vote withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

8. If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.

9. If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form may be executed under its common seal or by the signature of a duly authorised officer or attorney whose capacity should be stated.

10. In the case of joint holders, only one need sign this Form of Proxy. The vote of the senior joint 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 in respect of the joint holding.

11. If you submit more than one valid proxy appointment, the latest received before the closing date/time will take precedence.

12. To be valid the Form of Proxy, together with the power of attorney or authority (if any) under which it is signed or a copy of such certified by a notary must reach the Company's Registrar, Equiniti, by no later than 11.00am on 19 July 2011.

13. You can register your vote electronically via the website www.sharevote.co.uk. To vote, you will need to enter the three 8-digit numbers quoted on this Form of Proxy. Then just follow the instructions on the site.

14. The CREST electronic proxy appointment service is available for CREST members who should transmit a CREST proxy instruction, using the procedures described in the CREST Manual. This is available via www.euroclear.com/CREST. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

15. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's Registrar, Equiniti (CREST participant ID 7RA01) by no later than 11.00am on 19 July 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

16. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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Be a greener shareholder

If you receive shareholder communications by post, you can do your bit for the environment by not only reading our Annual Report online, but also choosing to receive your Proxy Form voting instructions via e-mail and voting electronically, rather than having mailed paper versions. It certainly makes environmental sense.

Go online! How to send your Proxy voting instruction electronically

Land Securities Group PLC is committed to electronic communications and we are pleased to be able to offer our shareholders the opportunity to submit your Proxy Forms using the internet. Even though you have received a paper version of your Proxy Form, you can still complete and submit an electronic version to the Registrars. Visit www.sharevote.co.uk and follow the on-screen instructions.

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LandSecurities

Attendance Card 2011 Annual General Meeting

The Sainsbury Wing,
The National Gallery,
Trafalgar Square,
London WC2N 5DN

At 11.00am on Thursday 21 July 2011

Attendance at the Annual General Meeting

• If you are attending the Meeting please sign this card, bring it with you and hand it in on arrival. It will speed up your admission to the Meeting.
• For your safety and security, there may be checks and bag searches of those attending the Meeting. We recommend you arrive a little early to allow time for these procedures.
• Tea and coffee will be available from 10.15am.
• Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted.
• The National Gallery offers access for disabled shareholders and a loop system for the hearing impaired.

Signature

Account Number

Access by Public Transport

Rail
Charing Cross Station

Underground:
Charing Cross: Northern and Bakerloo Lines (nearest to the Getty Entrance).
Leicester Square: Northern and Piccadilly Lines (nearest to the Getty and Education Centre Entrances).
Embankment: Northern, Bakerloo, District and Circle Lines (nearest to the Getty Entrance).
The nearest Underground station with a lift is Westminster on the Jubilee, District and Circle Lines.

Bus
Buses around Trafalgar Square: 3, 6, 9, 11, 12, 13, 15, 23, 24, 29, 53, 77A, 88, 91, 139, 159, 176, 453. (Many buses are adapted for wheelchair users.)

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