The British Land Company PLC/media/Files/B/British-Land-V4/docume… · restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular,

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOURIMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personalfinancial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriateindependent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in theUnited Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Existing Shares please send this Circular together with theaccompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agentthrough whom the sale or transfer was effected for delivery to the purchaser or the transferee, except that such documentsshould not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations,including but not limited to the United States, the other Restricted Territories or the Excluded Territory. If you sell or havesold or otherwise transferred only part of your holding of Existing Shares, you should return this Circular and theaccompanying Form of Proxy.

The distribution of this Circular together with the accompanying Form of Proxy into jurisdictions other than the UK maybe restricted by law and therefore persons into whose possession this Circular together with the accompanying Form ofProxy comes should inform themselves about and observe any such restrictions. Any failure to comply with any suchrestrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, neither theProspectus nor the Provisional Allotment Letter and any other related documents (if and when received) should bedistributed, forwarded to or transmitted in or into the United States, the other Restricted Territories or the ExcludedTerritory.

The British Land Company PLC(incorporated in England and Wales under the Companies Act 1948 with registered number 621920)

Proposed 2 for 3 Rights Issue of up to 340,873,589 New Sharesat 225 pence per New Share and Authorisation for Scrip Dividends

Circular and Notice of General Meeting

This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell,otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwiseacquire or subscribe for, any security.

This Circular does not constitute a prospectus or prospectus equivalent document. The Prospectus containing details ofthe Rights Issue (including details of the Nil Paid Rights, the Fully Paid Rights and the New Shares) will not be posted toShareholders but will be published on the Company’s website at www.britishland.com on or around 12 February 2009.Investors should not subscribe for any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this Circular excepton the basis of the information, and the terms and conditions of the Rights Issue, contained in the Prospectus and, in thecase of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter.

This Circular is not for distribution in or into the United States of America. The Nil Paid Rights, the Fully Paid Rights andthe New Shares have not been and will not be registered under the US Securities Act or under any securities laws of anystate or other jurisdiction of the United States and may not be offered, sold, taken up, resold, transferred or delivered,directly or indirectly, within the United States except pursuant to an applicable exemption from the registrationrequirements of the US Securities Act and in compliance with any applicable securities laws of any state or otherjurisdiction of the United States. There will be no public offer in the United States.

The Nil Paid Rights, the Fully Paid Rights and the New Shares will not be registered under the securities laws of theExcluded Territory or any Restricted Territory and may not be offered, sold, taken up, exercised, resold, renounced,transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption fromand in compliance with any applicable securities laws. There will be no public offer in the Excluded Territory or any ofthe Restricted Territories.

Notice of a General Meeting of the Company to be held at York House, 45 Seymour Street, London W1H 7LX at10.00 a.m. on 3 March 2009 is set out at the end of this Circular. A Form of Proxy for use at the General Meeting isenclosed and, to be valid, should be completed, signed and returned so as to be received by the Company’s registrars,Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6LU, as soon as possible but, in any event,so as to arrive no later than 10.00 a.m. on 1 March 2009. CREST members may also choose to utilise the CRESTelectronic proxy appointment service in accordance with the procedures set out in the Notice at the end of this Circular.Completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not prevent Shareholders fromattending and voting at the General Meeting in person should they wish to do so.

Morgan Stanley, Morgan Stanley Securities Limited and UBS Investment Bank are acting for the Company and no oneelse in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this Circular)as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing theprotections afforded to their respective clients or for providing advice in relation to the Rights Issue or any mattersreferred to in this Circular.

Apart from any responsibilities and liabilities, if any, which may be imposed on Morgan Stanley, Morgan Stanley SecuritiesLimited and/or UBS Investment Bank by the FSMA, each of Morgan Stanley, Morgan Stanley Securities Limited and UBSInvestment Bank accept no responsibility whatsoever and make no representation or warranty express or implied, for thecontents of this Circular, including its accuracy, completeness or verification or for any other statement made or purportedto be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the NewShares or the Rights Issue. Morgan Stanley, Morgan Stanley Securities Limited and UBS Investment Bank accordinglydisclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract orotherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.

Subject to the passing of the Resolutions, it is expected that Qualifying Non-CREST Shareholders other than those withregistered addresses in the Excluded Territory or, subject to certain exceptions, the United States or the other RestrictedTerritories will be sent a Provisional Allotment Letter on 3 March 2009. It is expected that Qualifying CRESTShareholders other than those with registered addresses in the Excluded Territory or, subject to certain exceptions, theUnited States or the other Restricted Territories will receive a credit to their appropriate stock accounts in CREST inrespect of the Nil Paid Rights to which they are entitled on 4 March 2009. The Nil Paid Rights so credited are expectedto be enabled for settlement by Euroclear UK as soon as practicable after Admission.

The Joint Bookrunners and MSSL may, in accordance with applicable legal and regulatory provisions and subject to theUnderwriting Agreement, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the OrdinaryShares and/or related instruments for their own account for the purpose of hedging their underwriting exposure orotherwise. Except as required by applicable law or regulation, the Joint Bookrunners and MSSL do not propose to makeany public disclosure in relation to such transactions.

No person has been authorised to give any information or make any representations other than those contained in thisCircular and, if given or made, such information or representations must not be relied upon as having been authorised byBritish Land, the Joint Bookrunners or by the Bank Underwriters. Neither the delivery of this Circular nor anysubscription or sale made hereunder shall, under any circumstances, create any implication that there has been no changein the affairs of British Land since the date of this Circular or that the information in this Circular is correct as at any timesubsequent to its date.

Forward-looking statementsThis Circular contains “forward-looking statements”, within the meaning of Section 27A of the US Securities Act andSection 21E of the US Exchange Act, regarding the belief or current expectations of the Company, the Directors and othermembers of senior management about the Company’s businesses and the transactions described in this Circular, includingstatements relating to possible future write-downs or movements in property prices and the Company’s capital andfinancial planning projections. Generally, words such as “may”, “could”, “will”, “expect”, “intend”, “estimate”,“anticipate”, “believe”, “plan”, “seek”, “continue” or similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views andassumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside thecontrol of the Company and are difficult to predict, that may cause actual results to differ materially from any futureresults or developments expressed or implied from the forward-looking statements.

These forward-looking statements speak only as at the date of this Circular. Except as required by the FSA, the LondonStock Exchange, the Part VI Rules or applicable law, the Company does not have any obligation to update or revisepublicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except asrequired by the FSA, the London Stock Exchange, the Prospectus Directive, the Listing Rules, the Disclosure andTransparency Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publiclyany updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’sexpectations with regard thereto or any change in events, conditions or circumstances on which any such statement isbased.

2

Table of Contents

Page No.

Expected Timetable of Principal Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Where to find help . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Letter from the Chairman of British Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Notice of General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

3

Expected Timetable of Principal Events(1)

Each of the times and dates in the table below is indicative only and may be subject to change.(2)

Expected publication of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or around 12 February 2009

Record Date for entitlement under the Rights Issue for Qualifying CREST close of businessShareholders and Qualifying Non-CREST Shareholders . . . . . . . . . . . . on 27 February 2009

Latest time and date for receipt of Forms of Proxy . . . . . . . . . . . . . . . . 10.00 a.m. on 1 March 2009

General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 a.m. on 3 March 2009

Despatch of Provisional Allotment Letters . . . . . . . . . . . . . . . . . . . . . . 3 March 2009

Dealings in New Shares, nil paid, commence on the London Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 4 March 2009

Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters . . . . . . . . . . . . . . . . . . . . 11.00 a.m. on 18 March 2009

Dealings in New Shares, fully paid, commence on the London Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 19 March 2009

Notes:

(1) A full timetable of events in connection with the Rights Issue is set out in the Prospectus. Only the key dates inrelation to the General Meeting and the Rights Issue are set out here. If any of the above times and/or dates change,the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory InformationService of the London Stock Exchange.

(2) The times and dates set out in the expected timetable of principal events may be adjusted by the Company inconsultation with the Joint Bookrunners, in which event details of the new times and dates will be notified to theFSA, the London Stock Exchange and, where appropriate, Qualifying Shareholders. References to times in thistimetable are to London (GMT) times.

4

Where to Find Help

If you have further questions, please telephone the Shareholder Helpline on the numbers set out below. Thishelpline is available from 8.30 a.m. to 5.30 p.m. Monday to Friday (except bank holidays) and will remainopen until 10 April 2009. Calls to this number are charged at 8 pence per minute if calling from a BT landline.Other telephone providers’ charges may vary.

Shareholder Helpline

0871 384 2983 (from inside the United Kingdom) or

+ 44 121 415 0146 (from outside the United Kingdom)

Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information containedin this document and information relating to the Company’s register of members and will be unable to giveadvice on the merits of the Rights Issue or to provide financial, tax or investment advice.

5

Letter from the Chairman of British Land

12 February 2009

Directors

Chris Gibson-SmithChris GriggAndrew JonesGraham RobertsTim RobertsClive CowderyJohn GildersleeveAubrey AdamsKate SwannRobert SwannellLord Turnbull

Dear Shareholder,

PROPOSED 2 FOR 3 RIGHTS ISSUE AT 225 PENCE PER NEW SHARE

1. INTRODUCTION

The Board announced today a rights issue to raise approximately £740 million net of expenses by the issueof up to 340,873,589 New Shares (representing approximately 67 per cent. of the existing issued share capitaland 40 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue)through a 2 for 3 Rights Issue at 225 pence per New Share.

As more fully described in paragraph 4 below, the net proceeds of the Rights Issue will support the Company’sbalance sheet leverage ratios and avoid placing undue risk on covenants, thereby facilitating access to theCompany’s significant debt facilities. This should ensure the Company is able to maximise its competitiveposition.

The Directors also wish to offer Shareholders the option of receiving Ordinary Shares, credited as fully paid,instead of cash in respect of the whole (or some part, as determined by Directors) of any dividend declared.

The purpose of this Circular is to provide you with further details about the Rights Issue, which has been fullyunderwritten by Morgan Stanley Securities Limited, UBS Investment Bank and Euro Lights, and the scripdividends, and to provide you with a Notice of a General Meeting of the Company to be held to consider and,if thought fit, pass the Resolutions. It also explains why the Directors consider that the Rights Issue and thescrip dividend alternative and the Resolutions to be proposed at the General Meeting are in the best interestsof the Company and Shareholders as a whole. The Directors recommend that you vote in favour of theResolutions.

The General Meeting will be held on 3 March 2009 at York House, 45 Seymour Street, London, W1H 7LXat 10.00 a.m. The Notice can be found at the end of the Circular and a Form of Proxy accompanies thisCircular.

In connection with the Rights Issue the Company is preparing a Prospectus that we expect to make availableon 12 February 2009 on our website and at our registered office.

LR 13.3.1(2)

AIII, 3.4

AIII, 8.1

LR 13.3.1(1)

LR 13.3.1(3)

6

2. BACKGROUND TO AND REASONS FOR THE RIGHTS ISSUE

Market backgroundThe extreme turmoil that continues to affect global capital markets has had a significant impact on the pricingand liquidity of all asset classes. The real estate sector, with its large dependency on credit, is being particularlyhard hit, with transaction volumes across all asset classes markedly lower and asset values declining as theavailability of debt has reduced.

Although initially starting as a banking issue, the negative consequences of the credit crunch for the broadereconomy have become increasingly clear over the last few months, as the impact of credit scarcity andadjustments to consumer and corporate budgets is felt. The UK gross domestic product contracted by1.5 per cent. in the fourth quarter of 2008, the second consecutive quarter of negative growth, confirming thatthe UK economy is now in recession. The Board believes that an economic recession in the United Kingdomwill put downward pressure on rents, occupancy levels and property values. As the global financial systemcontinues to deleverage, with access to debt increasingly restricted, this is likely to induce the prospect ofextensive covenant breaches and refinancing difficulties across the real estate market.

These market conditions inevitably carry substantial risks for real estate investors, with many landlords likelyto face major financial stress. However, these factors are likely to produce opportunities for companies thatare well capitalised and have access to debt to acquire real estate from distressed sellers at yields which theBoard believes will be attractive relative to historical long-term fair values.

The Company’s competitive positionThe Company is a market leader in UK real estate and the second largest property company quoted on theLondon Stock Exchange by market capitalisation. The Company has a long history of value creation forshareholders and is strongly positioned for today’s challenging real estate environment. The high quality ofthe Company’s portfolio, its strong cash flow and continuing demand for the Company’s product from abroad range of tenants should help to mitigate the effects of current market conditions.

The Company’s prime property assets generate secure, long-term contracted rental income. The Company’scash flow security is unparalleled among its peers, with an occupancy level of 96 per cent., lease lengthsaveraging 13 years and a wide spread of market standard tenant covenants across a broad diversity ofindustries as at 31 December 2008 at which date no single tenant accounted for more than 7.25 per cent. oftotal rents. The top ten office tenants include major international banks, law firms and HM Government,accounting for 23.3 per cent. of the rent roll, and the top ten retail tenants include the largest food operators,department stores and fashion/homeware retailers, accounting for 26.4 per cent. of the rent roll, in each caseas at 31 December 2008.

The security of the Company’s income is matched by a debt structure with some of the lowest costs andlongest maturities in the sector. The Company’s borrowings are fixed at an average interest rate of5.2 per cent. with a weighted average maturity of 12.2 years as at 31 December 2008. In addition, theCompany has a further £2.4 billion of undrawn committed bank facilities, with no significant refinancing duein the next five years. As at 31 December 2008, the Company’s loan to value ratio is 54 per cent., havingabsorbed a 32 per cent. fall in asset values since the market peak in 2007.

The Company is well placed to be a successful acquirer of real estateThe Board believes that there will be considerable opportunities for shareholder value creation emerging inan increasingly distressed UK real estate market. The Company is well placed to take advantage of theseopportunities, given the combination of its experienced and creative management team, balance sheet strengthand significant debt capacity.

Strong and proven management team

The Company’s core expertise is in real estate investment and asset management. The Company’s managementteam has demonstrated its ability to act in advance of market cycles in both property and finance, reinforcingthe firm foundations and operating characteristics on which the Company’s business has been built. Over thethree years to 31 December 2008, the Company has sold a total £5.7 billion of assets and reduced net debtby £1.3 billion. Initially the sales were aimed at capturing the extraordinary value implied by yields available

AI, 6.5

AIII, 3.4

AI, 6.3


7

in the market. From September 2007, the sales were also targeted at reducing leverage in anticipation ofweakness in yields caused by credit rationing and later the threat and reality of recession.

During three years to 31 December 2008, the Company’s debt was refinanced and £5.1 billion of new debtfacilities were secured in order to take advantage of attractive investment opportunities.

The Company’s experienced and well-resourced management team has a strong track record of sourcing dealsand value creation across all major asset classes, based on a highly disciplined investment approach. TheCompany has considerable expertise in acquiring and developing real estate, both directly and throughinvestment funds and joint ventures, and it has an innovative approach to financial structuring andinvestment. The combination of these factors, together with a proven ability to evaluate and think laterally,are a source of competitive advantage in accessing the best deal flow and maximising the opportunities thatcurrent markets present.

Balance sheet strength and debt capacity

The Company’s balance sheet is underpinned by long term cashflow from tenants with an average unexpiredterm of 13 years and providing an interest cover of approximately two times.

Competition for distressed real estate acquisitions is limited at present due to a lack of debt finance availableto many of the Company’s competitors, which the Company believes may be unable to access new credit oncommercially reasonable terms. Accordingly, the size and terms of the Company’s committed bank facilitiesrepresents a significant opportunity to enable the Company to take advantage of market conditions. Currentbank facilities amount to approximately £3.1 billion, with an average margin of 0.48 per cent. over LIBOR,including undrawn lines of approximately £2.4 billion as at 31 December 2008. Of these £3.1 billion facilities,only £300 million expire in the next two years and £1.0 billion are for a term of more than five years.

3. RECENT DEVELOPMENTSThe Company has taken a number of steps to maintain its leverage ratios despite falling property values.These include the sales referred to earlier, as well as the establishment of a joint venture with Sainsbury’sannounced in March 2008, which has allowed the Company to move certain debt off its balance sheet.Further, on 11 February 2009, the Company continued this course of action by entering into a 50:50 jointventure shareholders’ agreement with LSPG Trust No 1 (LSPG) itself a joint venture between London &Stamford Limited and its joint venture partner, which establishes MSC Property Intermediate HoldingsLimited (MSC) as a joint venture company.

Under the transaction LSPG acquired a 50 per cent. stake in MSC of £587.7 million, at a net initial yield of6.75 per cent., consisting of £170 million in cash with MSC continuing to benefit from the existing third partydebt issued by the Meadowhall securitisation. The transaction valued Meadowhall at £1.175 billion.

The Company continues to consider other steps available to maximise its financial flexibility including furthersales of assets to, or joint venture arrangements with, third party investors.

4. RATIONALE FOR THE RIGHTS ISSUE

The net proceeds of the Rights Issue will support the Company’s balance sheet leverage ratios and avoidplacing undue risk on covenants, thereby facilitating access to the Company’s significant debt facilities. Thisshould ensure the Company is able to maximise its competitive position.

The Board’s objective in making any real estate acquisitions would be to increase the Company’s earnings and,ultimately, net asset value per share through a combination of active asset management and re-pricing of assetsacquired at a significant discount to long-term fair value. The Board believes that the current dislocation inasset pricing and likelihood of distressed sales will generate opportunities to acquire quality assets at yieldsthat would be accretive to earnings, offering the further potential for strong asset value growth as the marketrecovers.

The Company has a strong track record of expertise in UK commercial property across multiple sectors aswell as European out-of-town retail. As such, the specific criteria for potential acquisitions are likely to remain

AIII, 3.4


8


9

flexible as to asset type, location and profile. However, management will maintain a disciplined approach toassessing risk-adjusted return projections, taking account of pricing income, customer and vacancy risks,likely pricing development and repositioning opportunities.

The Company’s preference will continue to be for higher quality income producing assets in more liquid sub-sectors, with upside potential from active management and typical lot sizes of at least £50 million. In line withthe Company’s track record of innovative, sophisticated transaction structuring, the Company would also beopen to accessing opportunities via debt investment or other corporate structures.

Although the Board remains very mindful of the significant risks inherent in current markets, the Board isconfident in the Company’s prospects, the strength of its underlying cash flows and its ability, through prudentand disciplined investment, to generate significant additional shareholder value.

5. PRINCIPAL TERMS OF THE RIGHTS ISSUE

Pursuant to the Rights Issue the Company is proposing to offer up to 340,873,589 New Shares by way of arights issue to Qualifying Shareholders other than to Shareholders with a registered address, or resident in,the Excluded Territory or, subject to certain exceptions, the United States or one of the other RestrictedTerritories at 225 pence per New Share, payable in full on acceptance by no later than 11.00 a.m. on18 March 2009. The Rights Issue is expected to raise up to approximately £740 million, net of expenses. TheIssue Price of 225 pence per New Share represents a 53 per cent. discount to the closing middle-market shareprice on 11 February 2009, a 49 per cent. discount to the closing middle-market share price on 6 February2009 (being the last trading day before the announcement of the transfer of the Meadowhall shopping centreto a newly formed joint venture) and a 40 per cent. discount to the theoretical ex-rights price based on theclosing middle-market share price on 11 February 2009. Both closing middle-market share prices are adjustedfor the dividend of 9.375 pence for the three months ended 31 December 2008, which will not be paid on theNew Shares.

The Rights Issue will be made on the basis of:

2 New Shares at 225 pence per New Share for every 3 Existing Shares

held by Qualifying Shareholders at the close of business on the Record Date.

Entitlements to New Shares will be rounded down to the nearest whole number and fractional entitlementswill not be allotted to Shareholders but will be aggregated and issued into the market with the net proceedsultimately accruing for the benefit of the Company. Holdings of Existing Shares in certificated anduncertificated form will be treated as separate holdings for the purpose of calculating entitlements under theRights Issue.

The Rights Issue will result in up to 340,873,589 New Shares being issued (representing approximately 67 percent. of the existing issued share capital and 40 per cent. of the enlarged issued share capital immediatelyfollowing completion of the Rights Issue).

The Rights Issue is conditional, inter alia, upon:

(i) the Underwriting Agreement having become unconditional in all respects (save for the condition relatingto Admission) and not having been terminated in accordance with its terms;

(ii) Admission (nil paid) occurring by no later than 8.00 a.m. on 4 March 2009 (or such later time and/ordate as the Joint Sponsors and Euro Lights (acting by a majority in number) and the Company mayagree); and

(iii) the passing, without amendment (or with such amendments as the Company, the Joint Sponsors andEuro Lights may agree) of the Resolutions.

As at 11 February 2009 (being the latest practicable date prior to the publication of this document), GIC heldapproximately 38,965,331 Ordinary Shares (representing approximately 7.62 per cent. of the share capital ofthe Company) and is the largest Shareholder of the Company.

Pursuant to the GICRE Irrevocable Undertaking, Euro Lights, an affiliate of GIC Real Estate Pte Ltd., hasirrevocably undertaken to procure the voting in favour of the Resolutions in respect of 36,705,979 Ordinary

AIII, 5.1.1,

5.2.3(g)

LR 13.3.1(9)(f),(g)

Shares (representing approximately 7.18 per cent. of the issued share capital of the Company) held by GIC inrelation to the operations carried on by GICRE. The remaining 2,259,352 Ordinary Shares held by GIC(representing approximately 0.44 per cent. of the issued share capital of the Company) are held in relation tooperations other than those carried on by GICRE and, accordingly, are not the subject of the GICREIrrevocable Undertaking.

The New Shares, when issued and fully paid, will rank pari passu in all respects with the existing issuedOrdinary Shares, including the right to receive dividends or distributions made, paid or declared after the dateof this document save in respect of the third quarter dividend of 9.375 pence per share for the financial yearending 31 March 2009 which will only be payable to Shareholders of Ordinary Shares, excluding the NewShares, on the register at the close of business on 27 February 2009.

Application will be made to the Financial Services Authority and to the London Stock Exchange for the NewShares to be admitted to the Official List and to trading on the London Stock Exchange. It is expected thatAdmission will occur and that dealings in the New Shares (nil paid) on the London Stock Exchange willcommence at 8.00 a.m. on 4 March 2009.

The Nil Paid Rights, the Fully Paid Rights and the New Shares will not be registered under the securities lawsof the Excluded Territory or any Restricted Territory and may not be offered, sold, taken up, exercised, resold,renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to anapplicable exemption from and in compliance with any applicable securities laws. There will be no publicoffer in the Excluded Territory or any of the Restricted Territories.

6. STRUCTURE OF THE RIGHTS ISSUE

The Rights Issue has been structured in a way that is expected to have the effect of realising distributablereserves approximately equal to the net proceeds of the Rights Issue less the par value of the New Sharesissued by the Company. The Company and the Newco Subscriber have agreed to subscribe for ordinary sharesin Newco. Payments from Qualifying Shareholders and renouncees taking up New Shares under the RightsIssue shall be made to an account with the Receiving Agent, the funds in which will be used to subscribe forredeemable preference shares in Newco after the deduction of commissions and expenses.

The Company will allot and issue the New Shares to those persons entitled thereto in consideration of theNewco Subscriber transferring its holdings of ordinary shares and redeemable preference shares in Newco tothe Company. Accordingly, instead of receiving cash as consideration for the issue of the New Shares, at theconclusion of the Rights Issue the Company will own the entire issued share capital of Newco whose onlyasset will be its cash reserves, which will represent an amount equivalent to the net proceeds of the RightsIssue. The Company will be able to utilise this amount by redeeming the redeemable preference shares it holdsin Newco and, during any interim period prior to redemption, by procuring that Newco lends the amount tothe Company (or one of the Company’s subsidiaries).

7. DIVIDENDS AND DIVIDEND POLICY

The Directors intend to maintain a dividend policy which meets the REIT status requirement that theCompany distributes a minimum of 90 per cent. of its tax-exempt income profits its property rental business,and which also takes into account the profitability of the business, underlying growth in earnings of theCompany, its capital requirements and cash flows.

In November 2006, the Company announced a move to a quarterly dividend cycle, which mirrors theCompany’s rental cash inflows. Dividends are paid in the form of either a property income distribution (PID)pursuant to applicable REIT requirements and/or a non-PID element (Non-PID).

The final quarterly dividend payable in respect of the year to 31 March 2009 will be declared at the time ofpreliminary announcement of results for the year to 31 March 2009. The amount of the dividend is expectedto be set by reference to the third quarter dividend of 9.375 pence per share, adjusted to take account of theeffects of the Rights Issue and to maintain the same level of annualised pro forma dividend cover as beforethe Rights Issue.

AI, 20.7

LR

13.3.1(9)(b),(c)

AIII, 6.1

LR

13.3.1(9)(a),(h)


10

The following table shows the amounts of dividends paid or payable by the Company for each of the financialyears ended 31 March 2007 and 2008 and the financial year ending 31 March 2009:

For the financial year ended/ending 31 March

2007 2008 2009pence per share

November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – 8.75 9.375February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.60 8.75 9.375May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.50 8.75 9.375(1)

August. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.25 8.75–––––––– ––––––––

Total per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.35 35.0–––––––– ––––––––

(1) The third quarter dividend of 9.375 pence per share will only be payable to Shareholders of Ordinary Shares, excluding the NewShares, on the register at close of business on 27 February 2009. Shareholders of New Shares will not receive payments in respectof the third quarter dividend and will be entitled to receive future dividend payments per Ordinary Share as adjusted, as set outabove, beginning with the final quarterly dividend payable in respect of the year to 31 March 2009.

The following table shows the amounts of dividends paid or payable in PID or Non-PID form by theCompany for the financial year ended 31 March 2008 and the financial year ending 31 March 2009:

For the financial year ended/ending 31 March

2008 2009

PID(1) Non-PID PID(1) Non-PID

pence per share

November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.25 4.5 6.7 2.675February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.25 4.5 2.0 7.375May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.25 4.5 9.375 0August. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.75 0

–––––––– ––––––––Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.5 13.5

–––––––– ––––––––

Note:

(1) Gross amount. PIDs are currently required to be paid net of tax withheld at source at the (current) rate of 20 percent., subject to certain exceptions.

8. GOVERNANCE AND MANAGEMENT

Throughout the financial year ended 31 March 2008, the Company complied with all of the provisions of theCombined Code issued by the Financial Reporting Council in June 2006. Chris Gibson-Smith performed the roleof interim Executive Chairman (combining the roles of Chairman and Chief Executive) from 17 October 2008,following the resignation of Stephen Hester, until 12 January 2009 when Chris Grigg took up his appointmentas the Company’s new Chief Executive. Although the Combined Code recommends that the roles of Chairmanand Chief Executive should not be exercised by the same individual, the Board does not consider Chris Gibson-Smith’s performance of both roles on an interim basis to have constituted a breach of the Combined Code.

9. CURRENT TRADING AND PROSPECTS

The Company’s unaudited key performance indicators for the three months ended 31 December 2008 and itslatest property valuation as at 31 December 2008 are as follows:

• Financial indicators

• The Company’s property valuation as at 31 December 2008 was £10.2 billion, 13.3 per cent. lowerthan at 30 September 2008 and 21.7 per cent lower than at 31 March 2008:

– The outward equivalent yield shift in the Company’s portfolio was 85bps for the three monthsended 31 December 2008, reflecting a shift of 75bps for the offices sector and 87bps for theretail sector.

– The portfolio gross top-up initial yield (excluding purchaser’s cost) was 7.0 per cent. at31 December 2008 and the net equivalent yield was 6.9 per cent. at 31 December 2008,142bps higher since 31 March 2008.

AI, 12.1

AI, 12.2


11

• The Company’s EPRA net asset value per share was 718 pence, down 31 per cent. for the threemonths ended 31 December 2008:

– EPRA NNNAV per share was 61 pence as at 31 December 2008, reflecting the Company’svaluable debt structure.

– IFRS net assets were £3.4 billion as at 31 December 2008.

– Properties owned or managed by the Company were £13.7 billion as at 31 December 2008.

• The Company’s underlying profit on ordinary activities before taxation was £63 million for thethree months ended 31 December 2008, or 13 per cent. lower than for the three months ended 31December 2007, mainly due to the accounting treatment of reducing interest capitalised ondevelopments.

• The Company’s loss on ordinary activities before taxation was £1,614 million for the three monthsended 31 December 2008.

• The Company’s underlying earnings per share were 12 pence for the three months ended31 December 2008, 14 per cent. lower than for the three months ended 31 December 2007.

• The dividend per share for the three months ended 31 December 2008 (and payable on 15 May2009) was up 7 per cent. from 8.75 pence to 9.375 pence, in addition to dividends of 18.75 penceper share paid in the first half of the financial year.

• Business indicators

• The Company achieved £169 million and £890 million of gross property sales during the threemonths and nine months, respectively, ended 31 December 2008.

• The Company contracted for £4.5 million per year of additional rent (as reflected in the Company’sshare of increases in headline rents (before any tenant incentives)) from 660,000 sq ft of newlettings and renewals and settled 50 rent reviews during three months ended 31 December 2008,overall ahead of ERV.

• The Company’s like-for-like rental income growth was 3.8 per cent. for the nine months ended31 December 2008 compared to 31 December 2007, ahead of the IPD benchmark.

• Balance sheet and cash flow indicators

• The Company’s property portfolio (including accommodation subject to asset managementincentives and under offer) as at 31 December 2008 was 96 per cent. let with an average leaselength of 13 years and only 4 per cent. of total rents are up for renewal before 30 March 2011.

• The Company’s debt (including share of funds and joint ventures) was 100 per cent. fixed at5.2 per cent. with 12 years average maturity as at 31 December 2008.

• The Company had £2.4 billion undrawn committed credit facilities as at 31 December 2008.

Financial turmoil and market stress continues to adversely affect the property market, resulting in challengingconditions with few transactions. The IPD benchmark net equivalent yield is currently 8.2 per cent., some450 bps over the 10-year gilt. While there are initial signs of renewed investor interest in property at currentpricing levels particularly for prime properties, the lack of credit availability continues to inhibit activity.Against this background, British Land expects that property values in the UK will decline further until themarket stabilises, with prime properties stabilising first, and the gap between primary and secondary propertyyields will widen.

10. OVERSEAS SHAREHOLDERS

New Shares will be provisionally allotted (nil paid) to all Shareholders on the register at the Record Date,including Overseas Shareholders. However, Provisional Allotment Letters will only be sent to QualifyingNon-CREST Shareholders other than those with a registered address, or who are resident or located (asapplicable), in the Excluded Territory or, subject to certain exceptions, the United States or one of the otherRestricted Territories and the CREST stock accounts of Qualifying CREST Shareholders other than those witha registered address, or who are resident or located (as applicable), in the Excluded Territory or, subject tocertain exceptions, the United States or one of the other Restricted Territories will be credited.


12

Notwithstanding any other provision of this document or the Provisional Allotment Letter, British Landreserves the right to permit any Shareholder on the register at the Record Date to take up his rights if BritishLand in its sole and absolute discretion is satisfied that the transaction in question will not violate applicablelaws.

11. SCRIP DIVIDENDS

The Directors wish to offer Shareholders the option of receiving Ordinary Shares, credited as fully paid,instead of cash in respect of the whole (or some part, as determined by Directors) of any dividend declared.The Directors currently intend to make this offer only in respect of dividends in non-PID form. Article 154 ofthe Articles of Association permits the giving of this choice, as long as it is authorised by an ordinaryresolution of the Company. Under the Articles of Association, this authorisation may be for a period of fiveyears from the date of such authorisation, and may be in respect of dividends declared during the periodstarting on the date of the authorisation and ending at the beginning of the fifth Annual General Meeting ofthe Company following such authorisation.

Furthermore, the Directors wish to be able to issue Ordinary Shares as described above, such that the“relevant value” of the Ordinary Shares issued exceeds such cash amount (disregarding any tax credit) of thedividend that such Shareholder elects to forgo, by up to 5 per cent. For these purposes, “relevant value” wouldhave the same meaning as in the Articles of Association, and shall be calculated by reference to the average ofthe middle market quotations for the Ordinary Shares on the London Stock Exchange as derived from theDaily Official List, on the day on which the Ordinary Shares are first quoted “ex” the relevant dividend andthe four subsequent dealing days. The Articles of Association permit this, as long as it is authorised by a specialresolution of the Company.

12. GENERAL MEETING AND SUMMARY EXPLANATION OF RESOLUTIONS

You will find set out at the end of this Circular a notice convening a General Meeting to be held on 3 March2009 at York House, 45 Seymour Street, London, W1H 7LX at 10.00 a.m. The General Meeting is being heldfor the purpose of considering and, if thought fit, passing four Resolutions. The first two Resolutions are toincrease the Company’s authorised ordinary share capital and to grant Directors authority to allot OrdinaryShares in connection with the Rights Issue and in respect of the enlarged share capital of the Companyfollowing the issue of New Shares. The third Resolution empowers the Directors to allot the Ordinary Sharesotherwise than in accordance with section 89 of the Companies Act for the purposes of the authorityconferred under the first two Resolutions. The fourth Resolution enables the Company to offer Shareholdersa scrip dividend alternative.

13. ACTION TO BE TAKEN

You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to bepresent at the General Meeting, you are requested to complete the Form of Proxy in accordance with theinstructions printed on it and return it as soon as possible and in any case so as to be received by theCompany’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6LU, nolater than 10.00 a.m. on 1 March 2009. The completion and return of a Form of Proxy will not prevent youattending the General Meeting and voting in person if you wish to do so.

14. RECOMMENDATION

The Board considers the Rights Issue and the scrip dividend alternative to be in the best interests of theCompany and its Shareholders as a whole and accordingly unanimously recommends Shareholders to vote infavour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of Shares.

Yours sincerely

Chris Gibson-SmithChairman

LR 13.8.1

LR 13.8.2

LR 13.8.3


13

Definitions

Admission the admission of the New Shares (nil paid or fully paid, as the casemay require) to the Official List becoming effective in accordance withthe Listing Rules and the admission of such shares (nil paid or fullypaid, as the case may require) to trading on the London StockExchange’s main market for listed securities becoming effective inaccordance with the Admission and Disclosure Standards

Admission and Disclosure Standards the “Admission and Disclosure Standards” of the London StockExchange containing, among other things, the admission requirementsto be observed by companies seeking admission to trading on theLondon Stock Exchange’s main market for listed securities

Articles of Association the articles of association of the Company

Bank Underwriters Morgan Stanley Securities Limited and UBS Investment Bank

Board the board of directors of the Company

Circular or this document this circular to Shareholders dated 12 February 2009 issued by theCompany in connection with the Rights Issue and including theNotice

Company or British Land as the context requires, (i) The British Land Company PLC, acompany incorporated under the laws of England and Wales withregistered number 621920 and its registered office at York House, 45Seymour Street, London W1H 7LX, or (ii) The British Land CompanyPLC and its subsidiaries from time to time, or (iii) The British LandCompany PLC and other companies that comprise the REIT Group

CREST the relevant system, as defined in the CREST Regulations (in respectof which Euroclear UK is the operator as defined in the CRESTRegulations)

CREST Manual the rules governing the operation of CREST, consisting of the CRESTReference Manual, CREST International Manual, CREST CentralCounterparty Service Manual, CREST Rules, Registrars ServiceStandards, Settlement Discipline Rules, CCSS Operations Manual,Daily Timetable, CREST Application Procedure and CREST Glossaryof Terms (all as defined in the CREST Glossary of Terms promulgatedby Euroclear UK on 15 July 1996 and as amended since)

CREST Regulations or Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378),as amended

Directors the Executive Directors and Non-Executive Directors of the Company

the rules relating to the disclosure of information made in accordancewith section 73A(3) of the FSMA

Euro Lights Euro Lights Pte Ltd., a company incorporated under the laws ofSingapore, which is an affiliate of GIC Real Estate Pte Ltd.

Euroclear UK Euroclear UK & Ireland Limited

Excluded Territory the Republic of South Africa

Disclosure and TransparencyRules

14

Existing Shares the Ordinary Shares in issue as at the Record Date

Financial Services Authority or FSA the Financial Services Authority of the United Kingdom

Form of Proxy the form of proxy accompanying this Circular for use by Shareholdersin relation to the General Meeting

Fully Paid Rights rights to acquire the New Shares, fully paid

FSMA the Financial Services and Markets Act 2000, as amended

General Meeting the general meeting of the Company to be held at York House,45 Seymour Street, London, W1H 7LX at 10.00 a.m. on 3 March2009 (or any adjournment thereof), notice of which is set out at theend of this Circular

GIC Government of Singapore Investment Corporation Pte Ltd., anaffiliate of GICRE

GICRE the group of companies managed by GIC Real Estate Pte Ltd.(including Euro Lights)

GICRE Irrevocable Undertaking the deed of irrevocable undertakings dated 12 February 2009 betweenEuro Lights and the Company under which, inter alia, Euro Lights hasundertaken to procure the voting of 36,705,979 Ordinary Shares heldby GIC in favour of the Resolutions

Joint Bookrunners Morgan Stanley and UBS Investment Bank

Listing Rules the Listing Rules made by the FSA under Part VI of the FSMA

London Stock Exchange London Stock Exchange plc

Morgan Stanley Morgan Stanley & Co. International plc

MSSL Morgan Stanley Securities Limited

New Shares up to 340,873,589 Ordinary Shares to be allotted and issued pursuantto the Rights Issue

Newco Springboard Capital (Jersey) Limited

Newco Subscriber Morgan Stanley & Co. International plc, Morgan Stanley SecuritiesLimited or UBS Investment Bank or a third party to whom the rightsand obligations of Morgan Stanley or UBS Investment Bank, asapplicable (as subscribed for shares in Newco), are novated

Nil Paid Rights rights to acquire the New Shares, nil paid

Notice the notice convening the General Meeting at the end of this Circular

Ordinary Shares or Shares the ordinary shares of 25 pence each in the share capital of theCompany (including, if the context requires, the New Shares)

Part VI Rules the rules contained in Part VI of the FSMA

Prospectus the prospectus to be published by the Company on its website atwww.britishland.com relating to the Rights Issue

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Definitions

Prospectus Directive the Directive of the European Parliament and of the Council of theEuropean Union 2003/71/EC

Provisional Allotment Letter or PAL the renounceable provisional allotment letter expected to be sent toQualifying Non-CREST Shareholders in respect of the New Shares tobe provisionally allotted to them pursuant to the Rights Issue

Qualifying CREST Shareholders Qualifying Shareholders holding Ordinary Shares in uncertificatedform in CREST

Qualifying Non-CREST Shareholders Qualifying Shareholders holding Ordinary Shares in certificated form

Qualifying Shareholders holders of Ordinary Shares on the register of members of theCompany at the Record Date

Record Date close of business on 27 February 2009

Regulatory Information Service one of the regulatory information services authorised by the FinancialServices Authority to receive, process and disseminate regulatoryinformation in respect of listed companies

Resolutions the resolutions set out in the notice of General Meeting at the end ofthis Circular

REIT real estate investment trust

REIT Group the Company and the other companies in its group for the purposesof Section 134 of the Finance Act 2006

Canada, the Commonwealth of Australia, its territories andpossessions, the People’s Republic of China, Japan, Switzerland andthe United States

Rights Issue the proposed issue by way of rights of New Shares to QualifyingShareholders on the basis described in the Prospectus and, in the caseof Qualifying Non-CREST Shareholders, in the Provisional AllotmentLetter

Shareholder a holder of Ordinary Shares

Transparency Rules the Transparency Rules published by the FSA under Part VI of theFSMA

UBS or UBS Investment Bank UBS Limited of 1 Finsbury Avenue, London EC2M 2PP

Underwriters Morgan Stanley Securities Limited, UBS Investment Bank and EuroLights

Underwriting Agreement the underwriting agreement dated 12 February 2009 between theCompany, the Joint Bookrunners, and the Underwriters relating to theRights Issue and further described in the Prospectus

United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland

United States or US the United States of America, its territories and possessions, any stateof the United States and the District of Columbia

US Exchange Act the United States Securities Exchange Act of 1934, as amended

US Securities Act the United States Securities Act 1933, as amended

Restricted Territories and each aRestricted Territory

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Definitions

Notice of General Meeting

The British Land Company PLC

(incorporated in England and Wales under the Companies Act 1948 with registered number 621920)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of The British Land Company PLC (theCompany) will be held at York House, 45 Seymour Street, London W1H 7LX at 10.00 a.m. on 3 March 2009for the purpose of considering and, if thought fit, passing the following Resolutions of which the third andfourth shall be proposed as Special Resolutions:

Increase to authorised share capital and authority to allot shares 1. THAT, subject to Resolutions 2 and 3 being passed, the authorised share capital of the Company be and

is hereby increased from 800,000,000 to 887,000,000 by the creation of an additional 87,000,000ordinary shares of 25 pence each in the capital of the Company having the rights and privileges andbeing subject to the restrictions contained in the Articles of Association of the Company and ranking paripassu in all respects with the existing ordinary shares of 25 pence each in the capital of the Company.

2. THAT, subject to Resolutions 1 and 3 being passed, the Directors be authorised to allot relevantsecurities (as defined in the Companies Act 1985):

(A) up to an aggregate nominal amount of £85,218,397 (equivalent to 340,873,589 ordinary shares of25 pence each in the capital of the Company) in connection with the Rights Issue (as defined in thisCircular); and

(B) up to an aggregate nominal amount of £71,015,330 (equivalent to 284,061,323 ordinary shares of25 pence each in the capital of the Company),

such authorities to apply until the end of the next Annual General Meeting of the Company but duringthis period the Company may make offers and enter into agreements which would, or might, requirerelevant securities to be allocated after the authority ends and the Board may allot relevant securitiesunder any such offer or agreement as if the authority had not ended.

Authority to allot without compliance with pre-emption rights 3. THAT, subject to Resolutions 1 and 2 being passed, the Directors be given power to allot equity

securities (as defined in the Companies Act 1985) for cash under the authority given by the precedingResolution, free of the restriction in section 89(1) of the Companies Act 1985, such power to be limitedto the allotment of equity securities:

(A) in connection with the Rights Issue (as described and defined in this Circular) and the Directors beand hereby directed to implement the Rights Issue on the basis described in this Circular andgenerally and unconditionally to exercise all the powers of the Company to the extent the Directorsdetermine necessary to implement the Rights Issue; and

(B) otherwise than in connection with the Rights Issue (as defined in this Circular), up to an aggregatenominal amount of £10,793,127 (equivalent to 43,172,510 ordinary shares of 25 pence each in thecapital of the Company),

such power to apply until the end of the next Annual General Meeting of the Company but during thisperiod the Company may make offers, and enter into agreements, which would, or might, require equitysecurities to be allotted after the power ends and the Board may allot equity securities under any suchoffer or agreement as if the power had not ended.

Authority to pay dividends as shares4. THAT, for a period of five years from the date of this Resolution, the Directors be given power to offer

any holders of ordinary shares of 25 pence each in the capital of the Company the right to elect to receiveordinary shares of 25 pence each in the capital of the Company, credited as fully paid, instead of cash inrespect of the whole (or some part, to be determined by the Directors) of any dividend declared duringthe period starting the date of this Resolution and ending at the beginning of the fifth Annual GeneralMeeting of the Company next following the date of this Resolution and shall be permitted to do all acts

17

and things required or permitted to be done in Article 154 of the Articles of Association of the Company;and

THAT, the number of new ordinary shares of 25 pence each in the capital of the Company that arereceived instead of cash in respect of the whole (or some part, to be determined by the Directors) of anydividend may be such that their “relevant value” exceeds such cash amount (disregarding any tax credit)of the dividend that such holders of ordinary shares of 25 pence each in the capital of the Company electto forgo by up to 5 per cent. For these purposes the “relevant value” has the same meaning and iscalculated in the same manner as in Article 154(B) of the Articles of Association of the Company.

By order of the BoardAnthony Braine Secretary

Registered in England and Wales with No: 621920 Registered office: York House, 45 Seymour Street, London W1H 7LX

Dated: 12 February 2009

18


Important Notes The following notes explain your general rights as a Shareholder and your right to attend and vote at theGeneral Meeting or to appoint someone else to vote on your behalf.

1. A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or moreproxies to attend, speak and vote instead of him or her provided that each proxy is appointed to exercisethe rights attached to a different share or shares held by that Shareholder. A proxy need not be aShareholder. Appointing a proxy will not prevent a Shareholder from attending in person and voting atthe General Meeting. If a share is held by joint Shareholders and more than one of the joint Shareholdersvotes (including by way of proxy), the only vote that will count is the vote of the person whose name islisted before the other voters on the Register of Members of the Company for the share. To be valid, aForm of Proxy must be signed by the holder or any person duly authorised by the holder of, or if theholder is a corporation, executed by a duly authorised person or under its common seal or in any othermanner authorised by its constitution. In the case of joint holders of a share, the signature of any oneholder is sufficient. If more than one holder lodges a Form of Proxy only that of the senior shall be validto the exclusion of the other joint holders, and for this purpose seniority shall be determined by the orderin which the names stand in the Register of Members of the Company in respect of the share. Anyalteration made to a Form of Proxy should be initialled. If a Form of Proxy is returned without anindication as to how the proxy shall vote on any Resolution, the proxy will exercise his or her discretionas to whether, and if so how, he or she votes on that Resolution. A Form of Proxy which may be used tomake such an appointment and give proxy instructions accompanies this Circular.

2. You may register your proxy appointment or voting directions electronically by visitingwww.sharevote.com, where full details of the procedure are given (see note 3 below for deadlines). Youare advised to read the terms and conditions of use carefully. Electronic communication facilities areopen to all Shareholders and those who use them will not be advantaged or disadvantaged.

3. The appointment of a proxy, and the original or duly certified copy of the power of attorney or otherauthority (if any) under which it is signed or authenticated, should be: (a) deposited with the Company’sregistrar, at the address shown on the proxy form or received via the www.sharevote.com website, nolater than 10.00 a.m. on 1 March 2009, or 48 hours before the time for holding any adjourned meetingor (in the case of a poll taken more than 48 hours after it is demanded) may be delivered to theCompany’s Registrar not less than 24 hours before the time appointed for the taking of the poll or (inthe case of a poll not taken immediately but taken not more than 48 hours after it is demanded) may bedelivered at the meeting at which the poll was demanded to the Chairman of the meeting, secretary orany director; or (b) lodged using the CREST proxy voting service - see note 10.

4. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in placeat the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as itscorporate representative to vote on a poll in accordance with the directions of all other corporaterepresentatives for that shareholder at the meeting, then on a poll those corporate representatives willgive voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporaterepresentative in accordance with those directions; and (ii) if more than one corporate representative forthe same corporate shareholder attends the meeting but the corporate shareholder has not appointed theChairman of the meeting as its corporate representative, a designated corporate representative will benominated, from those corporate representatives who attend, who will vote on a poll and the othercorporate representatives will give voting directions to that designated corporate representative.

Corporate representatives are referred to the guidance issued by the Institute of Chartered Secretariesand Administrators on proxies and corporate representatives, see www.icsa.org.uk for further details ofthis procedure. The guidance includes a sample form of appointment letter if the Chairman is beingappointed as described above.

5. Any person to whom this notice is sent who is a person nominated under section 146 of the CompaniesAct 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him orher and the Shareholder by whom he or she was nominated, have a right to be appointed (or to havesomeone appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxyappointment right or does not wish to exercise it, he or she may, under any such agreement, have a rightto give instructions to the Shareholder as to the exercise of voting rights.

6. The statement of the rights of Shareholders in relation to the appointment of proxies in notes 1 and 2above does not apply to Nominated Persons. The rights described in these notes can only be exercisedby Shareholders of the Company.

19


7. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies thatonly those Shareholders listed on the Register of Members of the Company as at 10.00 a.m. (Londontime) on 1 March 2009 (or, if the General Meeting is adjourned, 48 hours before the time fixed for theadjourned meeting) shall be entitled to attend and vote at the General Meeting in respect of the numberof shares registered in their name at that time. In each case, changes to entries on the Register ofMembers of the Company after such time shall be disregarded in determining the rights of any personto attend or vote at the General Meeting.

8. As soon as practicable following the General Meeting, the results of the voting at the General Meetingand the numbers of proxy votes cast for and against and the number of votes actively withheld in respectof each of the Resolutions will be announced via a Regulatory Information Service and also placed onthe Company’s website www.britishland.com. Also, a summary of the business transacted will beavailable, on written request, from the Secretary at the Company’s registered office.

9. As at 11 February 2009 (being the last practicable date prior to the publication of this Notice) theCompany’s issued share capital consists of 522,576,628 Ordinary Shares, carrying one vote each ofwhich 11,266,245 are held in treasury. Therefore, the total voting rights in the Company as at11 February 2009 are 511,310,383 Ordinary Shares carrying one vote each.

Electronic proxy appointment through CREST10. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy

appointment service may do so for the General Meeting and any adjournment(s) thereof by using theprocedures described in the CREST Manual. CREST personal members or other CREST sponsoredmembers, and those CREST members who have appointed (a) voting service provider(s) should refer totheir CREST sponsor or voting service provider(s), who will be able to take the appropriate action ontheir behalf.

11. In order for a proxy appointment or instruction made using the CREST service to be valid, theappropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordancewith the CREST Manual. The CREST message, regardless of whether it constitutes the appointment ofa proxy or an amendment to the instruction given to a previously appointed proxy must, in order to bevalid, be transmitted so as to be received by the issuer’s agent (ID7RA01) by (i) 4.30 p.m. (London time)on 27 February 2009 or (ii) not less than 48 hours before the time appointed for the holding of theGeneral Meeting or the adjourned meeting at which the person named in the CREST Proxy Instructionproposes to vote and in default the CREST Proxy Instruction shall not be treated as valid or (iii) in thecase of a poll taken more than 48 hours after it is demanded not less than 24 hours before the timeappointed for the taking of the poll. For this purpose, the time of receipt will be taken to be the time (asdetermined by the timestamp applied to the CREST message by the CREST Applications Host) fromwhich the issuer’s agent is able to retrieve the CREST message by enquiry to CREST in the mannerprescribed by CREST. After such time any change of instructions to proxies appointed through CRESTshould be communicated to the appointee through other means.

12. CREST members and, where applicable, their CREST sponsors or voting service provider(s), should notethat Euroclear UK does not make available special procedures in CREST for any particular messages.Normal system timings and limitations will therefore apply in relation to the input of CREST ProxyInstructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member(s)is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), toprocure that the CREST sponsor or voting service provider takes) such action as shall be necessary toensure that a CREST message is transmitted by means of the CREST system by any particular time. Inthis connection, CREST members and, where applicable, their CREST sponsors or voting serviceprovider(s) is/are referred, in particular, to those sections of the CREST Manual concerning practicallimitations of the CREST system and timings.

13. The Company may treat as invalid a CREST Proxy Instruction in accordance with the provisions of theUncertificated Securities Regulations 2001.


sterling 113111

Erratum

This page does not form part of the Circular

Please note that there is a typographical error on page 12 of the Circular:

The Company’s EPRA NNNAV per share was 861 pence (not 61 pence as stated in the Circular), as at31 December 2008, reflecting the Company’s valuable debt structure.

Documents

The British Land Company PLC/media/Files/B/British-Land-V4/docume… · restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular,