LONDON & ASSOCIATED PROPERTIES PLC — Proxy Solicitation & Information Statement 2014

Apr 30, 2014

London & Associated Properties PLC Form of proxy

I/We the undersigned, being the holder(s) of ordinary shares of London & Associated Properties PLC (the "Company"), hereby appoint the chairman of the meeting as my/our proxy or:

☐ in respect of my/our voting entitlement* to attend

and vote for me/us on my/our behalf at the annual general meeting of the Company to be held on Tuesday 10 June 2014 at 10.30 am at 24 Bruton Place, London W1J 6NE ("Annual General Meeting") and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the resolutions as indicated by an X in the appropriate spaces below.

☐ 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 Explanatory Note 2.

| Resolutions
Please mark x to indicate how you wish to vote. | | For | Against | Vote Withheld |
| --- | --- | --- | --- | --- |
| Ordinary Resolutions | | | | |
| 1 | To receive and adopt the Company's annual accounts for the year ended 31 December 2013 together with the directors' reports and the auditors' reports on those accounts. | | | |
| 2 | To approve the remuneration report for the year ended 31 December 2013. | | | |
| 3 | To approve the remuneration policy to be effective from the conclusion of the Annual General Meeting. | | | |
| 4 | To approve a final dividend of 0.125p per share. | | | |
| 5 | To elect as a director Mr Robin Priest. | | | |
| 6 | To reappoint Baker Tilly UK Audit LLP as auditors. | | | |
| 7 | To authorise the directors to determine the remuneration of the auditors. | | | |
| 8 | To authorise the directors to allot relevant securities. | | | |
| Special Resolutions | | | | |
| 9 | To empower the directors to disapply statutory pre-emption rights. | | | |
| 10 | To authorise the Company to make market purchases of its own shares. | | | |
| 11 | To authorise the calling of general meetings of the Company on 14 clear days' notice. | | | |

Full Name (block capitals please)

Address

Signed this

day of

2014 (Signature)

Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the chairman, please insert the name of your chosen proxy holder in the space provided (see above). 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 (see above) 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 proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Capita Asset Services helpline on 0871 664 0300 from within the UK or +44 208 639 3399 from outside the UK. Calls to the 0871 number cost 10 pence per minute plus your service provider's network extras, lines are open Monday to Friday 9.00am to 5.30pm. Or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see above) 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.
3. As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 10.30am on 8 June 2014.
4. Please indicate with an X how you wish your votes to be cast. Any alterations made to this form should be initialled.
5. The "vote withheld" option is provided to enable you to abstain on any particular resolution. However it should be noted that a "vote withheld" is not a vote in law and will not be counted in any calculation of the proportion of the votes "for" and "against" a resolution.
6. Unless otherwise instructed the proxy will abstain or vote as he/she thinks fit. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting or any other motion put to the meeting the proxy will act at his/her discretion.

7. If the appointor is a corporation this proxy should be executed under the common seal of such corporation or signed on its behalf by an attorney or officer duly authorised. In the case of an individual this proxy should be signed by the appointor or his attorney.

8. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed (or a copy of such authority certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other way approved by the Board) must be deposited at: Capita Asset Services, PX51, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4ZF not later than 48 hours before the time fixed for the meeting, or if the meeting is adjourned not later than 48 hours before the time fixed for the adjourned meeting.

Proxies may be delivered to Capita Asset Services by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during normal business hours.

Postage by Shareholders outside the UK: Shareholders with addresses outside the UK should post the Form of Proxy in a stamped envelope to: PX51, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4ZF.

1. In the case of joint registered holders the signature of any holder is sufficient but the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the other joint holders.

For this purpose seniority shall be determined by the order in which the names stand in the register of members.

1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

2. The completion of this form will not preclude a member from attending the meeting and voting in person.

3. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders entered in the register of members of the Company as at 6.00 p.m. on 8 June 2014 or, in the event that the meeting is adjourned, in the register of members as at 6.00 p.m. on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to entries in the register of members by the close of business on 8 June 2014 or, in the event that this meeting is adjourned, in the register of members before the close of business on the day two days before the date of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting or at any such adjournment.

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22/04/2014 15:56