Land Securities Group PLC

Proxy Solicitation & Information Statement • Jun 10, 2019

Annual General Meeting Thursday, 11 July 2019 at 10.00am Be a greener shareholder

If you receive shareholder communications by post, you can do your bit for the environment by not only reading our 2019 Annual Report online, but also by choosing to receive your voting instructions via e-mail and voting electronically.

To sign up for this service please visit www.shareview.co.uk and click on 'Register' under the 'Portfolio' section.

Go online! How to send your Proxy voting instruction electronically

Even though you have received a paper version of your Form of Proxy, you can still vote electronically. Visit www.sharevote.co.uk and follow the on-screen instructions.

To be held at: Land Securities Group PLC 80 Victoria Street London SW1E 5JL

If you attend the Meeting, please sign this Attendance Card and hand it in on arrival. Please read the attendance notes overleaf.

SRN

			FORM OF PROXY Land Securities Group PLC 2019 Annual General Meeting
			2549-146-S
Voting ID	Task ID	Shareholder Reference number
I/We the undersigned, being (a) holder(s) of ordinary shares in the Company, hereby appoint the Chairman of the Meeting or
Name		Tick here if one of multiple proxy appointments	Number of shares (if not full voting entitlement). (See notes 1 and 2 overleaf.)
For guidance on how to complete the Form of Proxy, including how to vote using the internet, please see the notes overleaf. Resolutions (the full text of the Resolutions is set out in the Notice of Meeting).
		Vote
To receive the 2019 Annual Report	For Against	withheld 12 To re-elect Cressida Hogg as a Director	For Against
To approve the Annual Report on Remuneration		13 To re-elect Stacey Rauch as a Director	Vote withheld
To declare a final dividend of 11.65p per ordinary share		14 To re-appoint Ernst & Young LLP as auditor
To elect Madeleine Cosgrave as a Director		15 To authorise the Directors to determine the remuneration of the auditor
To elect Christophe Evain as a Director		16 To authorise the Company to make political donations
To re-elect Robert Noel as a Director		17 To authorise the Directors to allot securities
To re-elect Martin Greenslade as a Director		18 To authorise the Directors to disapply pre-emption rights*
To re-elect Colette O'Shea as a Director		19 To authorise the Directors to disapply pre-emption rights
To re-elect Christopher Bartram as a Director		for the purposes of acquisitions or capital investments* 20 To authorise the Company to make market purchases
10 To re-elect Edward Bonham Carter as a Director		of its own shares 21 To adopt new Articles of Association

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NOTES, MAP AND DIRECTIONS

Attending the Annual General Meeting

• If you are attending the Meeting please sign this card, bring it with you and hand it to the Registrar 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 before the Meeting.
• Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted.
• 80 Victoria Street offers access for disabled shareholders and a loop system for the hearing impaired.

1 NOVA, VICTORIA 2 PORTLAND HOUSE 3 CARDINAL PLACE 4 THE ZIG ZAG BUILDING 5 KINGS GATE 6 123 VICTORIA STREET 7 62 BUCKINGHAM GATE 8 WELLINGTON HOUSE

NOTES Completing the Form of Proxy

• 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 proxy(ies) (who need not be (a) shareholder(s) but who must attend the Meeting in person to represent them) to exercise all or any of their rights to attend, speak and vote on their 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.
• To appoint the Chairman 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.
• To appoint a single proxy in respect of all your shares other than the Chairman, cross out the words 'the Chairman of the Meeting or' and insert the name of your proxy. Then complete the rest of the Form of Proxy.
• 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 returned together to Equiniti in the envelope provided.
• 3 Please indicate with an 'X' in the boxes how you wish your vote to be cast. Unless otherwise instructed, the person appointed as your proxy will exercise their discretion as to how they vote or whether they abstain 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.
• 4 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.
• 5 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. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will be automatically terminated.
• 6 The Form of Proxy must be signed. If the Form of Proxy is signed by someone else on your behalf, their authority to sign it must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder

Access by public transport

Rail London Victoria

Bus

Buses stop at or near London Victoria rail station. Please see Transport for London for details. (Many buses are adapted for wheelchair users.)

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Underground

Victoria: Circle, District and Victoria lines St James's Park: Circle and District lines (The nearest exit for the Victoria line is Cardinal Place.)

is a corporation, the form may be executed under its common seal or by the signature of a duly authorised officer, attorney or other authorised person whose capacity should be stated.

• 7 In the case of joint holders, only one holder needs to sign this Form of Proxy, but the vote of the first 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.
• 8 If you submit more than one valid proxy appointment, the latest received before the closing date/time will take precedence.
• 9 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 copy by a notary, must reach the Company's Registrar, Equiniti, by no later than 10.00am on 9 July 2019.
• 10 You can register your vote electronically via the Sharevote website: sharevote.co.uk. To vote, you will need to enter the series of numbers quoted on this Form of Proxy and follow the instructions on the website.
• 11 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 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.
• 12 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 RA19) by no later than 10.00am on 9 July 2019. 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.
• 13 The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
• 14 You may not use any electronic address provided in this Form of Proxy, the Notice of Meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.