Hammerson : Notice of 2023 Annual General Meeting

Hammerson plc

Notice of Annual General Meeting to be held on Thursday, 4 May 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor appropriately authorised pursuant to the Financial Services and Markets Act 2000 (as amended) or otherwise. If you have sold or otherwise transferred all your shares in Hammerson plc, please forward this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was arranged for onward transmission to the purchaser or transferee.

CONTENTS

Letter from the Chair	2
Notice of Annual General Meeting	3
Shareholder Resolutions and Supporting Statement	5
Directors' Response to Shareholder Resolutions	6
Directors seeking re-election	8
Summary and explanation of the resolutions	9
Notes	12
Meeting information	15

Hammerson plc	2
Notice of Annual General Meeting

LETTER FROM THE CHAIR

DEAR SHAREHOLDER

I am pleased to inform you of the 2023 Annual General Meeting (the Meeting) of Hammerson plc (the Company) to be held on Thursday, 4 May 2023 at 9:00 am (UK time) / 10:00 am (South Africa time) at Marble Arch House, 66 Seymour Street, London W1H 5BX.

Business of the Meeting and recommendation

The formal Notice of Meeting, which sets out the resolutions to be proposed at the Meeting, is set out on pages 3 and 4. You can find a summary and explanation of the resolutions on pages 9 to 11.

In addition to resolutions which deal with items of business that have been considered and approved by shareholders at previous meetings, shareholders are also being asked to approve an updated version of the Directors' Remuneration Policy. These items are set out in Resolutions 1 to 17.

The Board unanimously recommends that you vote for Resolutions 1 to 17. The Board considers that these resolutions are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company.

The Directors intend to vote for Resolutions 1 to 17 in respect of their own beneficial shareholdings in the Company.

We have also received two shareholder resolutions pursuant to Section 338 of the Companies Act 2006 (Resolutions 18 and 19). The Board recommends that you vote against Resolutions 18 and 19 for the reasons set out on pages 6 and 7.

Directors

Resolutions 4 to 11 address the re-election of existing Directors. The Board considers the re-election of the existing Directors to be in the best interests of the Company.

ThebiographiesoftheDirectorsstandingforre-electionattheMeeting are on page 8 and further biographical details can be found on the Company'swebsiteatwww.hammerson.com/about-us/our-leadership.

Attending the Meeting

We look forward to welcoming you to the Meeting. However, shareholders are asked not to attend the Meeting if they are feeling unwell or experiencing any Covid-19 related symptoms. As the health and safety of our shareholders and colleagues is of the utmost importance to us, if it is necessary to make any changes to the arrangements for the Meeting, this will be communicated through our website and, where appropriate, by announcement through

a regulatory information service.

Voting by proxy

If you are unable to attend in person and would like to vote on the resolutions online, you can do so by visiting www.signalshares.com. Alternatively, you can also vote by requesting a paper Form of Proxy from Link Group, our Registrar, using the contact details on page 15, or if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. Please see note 2 on page 12 for more information. You will need to submit your votes by no later than 9:00 am (UK time) / 10:00 am (South Africa time) on Tuesday,

2 May 2023. Instructions specific to shareholders registered on the SouthAfricashareregisterarecontainedinnotes13and14onpage14.

Asking questions

TheBoardcontinuestorecognisethevalueinmaintainingengagement with the Company's shareholders. Although shareholders will be able to ask questions at the Meeting, shareholders who wish to put a question to the Board relating to the business to be conducted at the Meeting may wish to email [e-mail] to submit their question in advance of the Meeting. The Company will endeavour to respond to questions submitted by 9:00 am (UK time)/ 10:00 am (South Africa time) on Friday, 28 April 2023 in advance of the proxy voting deadline on Tuesday, 2 May 2023 at 9:00 am (UK time) / 10:00 am (South Africa time). Where questions are received after 9:00 am (UK time) / 10:00 am (South Africa time) on Friday, 28 April 2023, the Company will respond as soon as practicable, which may be after the Meeting. The Company reserves the right to consolidate questions of a similar nature. See note 8 on page 13 for further detail.

On behalf of the Board, I thank you for your continued support.

Yours faithfully

Robert Noel

Chair of the Board

Hammerson plc Marble Arch House 66 Seymour Street London

W1H 5BX

Registered in England and Wales

Company no. 360362

NOTICE OF ANNUAL GENERAL MEETING

Hammerson plc	3
Notice of Annual General Meeting

Notice is hereby given that the 92nd Annual General Meeting of Hammerson plc ("AGM") will be held at Marble Arch House, 66 Seymour Street, London W1H 5BX on Thursday, 4 May 2023 at 9:00 am (UK time) / 10:00 am (South Africa time) to consider the following business:

Resolutions 1 to 14 and 18 to 19 will be proposed as ordinary resolutions.

Resolutions 15, 16 and 17 will be proposed as special resolutions.

The Board considers Resolutions 1 to 17 to be in the best interests of the Company and its shareholders as a whole and recommends that you vote FOR these resolutions.

The Board does not consider Resolutions 18 and 19 to be in the best interests of the Company and its shareholders as a whole and recommends that you vote AGAINST these resolutions.

ORDINARY RESOLUTIONS

1. To receive the Directors' Annual Report and Financial Statements of the Company for the year ended 31 December 2022.
2. To receive and approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2022 set out on pages 82 to 113 of the 2022 Annual Report.
3. To approve the Directors' Remuneration Policy set out on pages 85 to 97 of the 2022 Annual Report, to take effect from the end of this Meeting.
4. To re-elect Habib Annous as a Director of the Company.
5. To re-elect Méka Brunel as a Director of the Company.
6. To re-elect Mike Butterworth as a Director of the Company.
7. To re-electRita-Rose Gagné as a Director of the Company.
8. To re-elect Adam Metz as a Director of the Company.
9. To re-elect Robert Noel as a Director of the Company.
10. To re-elect Himanshu Raja as a Director of the Company.
11. To re-elect Carol Welch as a Director of the Company.
12. To re-appoint PricewaterhouseCoopers LLP as the Auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
13. To authorise the Audit Committee to agree the remuneration of the Auditor.
14. That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powersoftheCompanytoallotsharesinthe Company and to grant rights to subscribe for, or to convert any security into, shares in

the Company (Rights) up to an aggregate nominal amount of £83,242,906, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, on 4 August 2023, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require sharestobeallottedorRightstobegranted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

15. That, if Resolution 14 above is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities or sale of treasury shares in connection with an offer of securities in favour of the holders of ordinary shares on the register of shareholders at such record dates as the Directors may determine and other persons entitled to participate therein (if any) where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (i) of this Resolution 15) to any person or persons up to an aggregate nominal amount of £12,486,435,

such authority to expire upon the expiry of the general authority conferred by Resolution 14 above, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

16. That, if Resolution 14 above is passed and in addition to the power conferred by Resolution 15, the Directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/ or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £12,486,435; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment, including development and refurbishment expenditure, of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire upon the expiry of the general authority conferred by Resolution 14 above, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had

not expired.

NOTICE OF ANNUAL GENERAL MEETING  continued

Hammerson plc	4
Notice of Annual General Meeting

17. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 5 pence each of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

1. The maximum number of ordinary shares hereby authorised to be acquired is 499,457,436 representing approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at Thursday, 30 March 2023;
2. the minimum price (excluding expenses) which may be paid for any such share is 5 pence;
3. the maximum price (excluding expenses) which may be paid for any such share is the higher of (a) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and
   (b) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 17 will be carried out;
4. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, on 4 August 2024 unless previously renewed, varied or revoked by the Company in general meeting; and
5. the Company may, before this authority expires, make a contract to purchase its ordinary shares which will or may be executed wholly or partly after the expiry of this authority, and may purchase its ordinary shares pursuant to it as if this authority had not expired.

SHAREHOLDER RESOLUTIONS

18. A shareholder has requisitioned Resolutions 18 and 19 set out on page 5 and incorporated herein by way of reference. The resolutions should be read together with their statement in support of their proposed resolutions (which the Board has not sought to verify) set out on page 5.

The Board considers that Resolutions 18 and 19 are notin the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote againstResolutions 18 and 19 for the reasons set out on pages 6 and 7.

By Order of the Board

Alex Dunn

General Counsel and Company Secretary

3 April 2023

Registered office: Hammerson plc Marble Arch House 66 Seymour Street London

W1H 5BX

Registered in England and Wales

Company no. 360632

SHAREHOLDER RESOLUTIONS AND

SUPPORTING STATEMENT

SHAREHOLDER RESOLUTIONS (ON WHICH THE BOARD ADVISES A VOTE AGAINST)

A shareholder, Lighthouse Properties p.l.c, has requisitioned the following resolutions at the Meeting.

1. To elect Nick Hughes as a Director of the Company.
2. To elect Craig Tate as a Director of the Company.

SUPPORTING STATEMENT

Set out below is the statement in support of the resolutions submitted by Lighthouse Properties p.l.c. The Board's response is on pages 6 and 7.

Lighthouse p.l.c. ("Lighthouse") holds 22.8% of Hammerson plc, making it the largest shareholder in Hammerson.

Lighthouse believes the board of directors of Hammerson should be supplemented with the appointment of new independent non- executive directors. Lighthouse, as a Hammerson shareholder, does not have confidence in the Hammerson board as currently constituted, having regard to the operational and strategic weaknesses reflected in Hammerson. It is theintention ofLighthouseto voteagainst theelection of at least two of Hammerson's non-executive directors at the next Annual General Meeting.

Operationally, Lighthouse is not satisfied with Hammerson's progress in reducing administration costs. Since 2019, Hammerson has reduced its net administration costs by 11% (GBP 48.3 million for FY2019 compared to GBP 42.8 million for FY2022). Over the same period, Hammerson has made material disposals reducing its managed portfolio (disposals include: the Retail Park portfolio, the VIA outlet portfolio, Espace Saint- Quentin, SQY Quest, Nicetoile, Silverburn and Victoria Leeds). Relative to the size of its managed portfolio, Hammerson's administration costs have increased and objectively are high. This is a matter Hammerson can rectify in the short term through disciplined management.

Shareholders are invested in Hammerson as a retail REIT with an expectation of regular dividends. Hammerson has not declared a final dividend for 2H2022 and has accelerated development activity, which is perceived as a shift in focus away from its core proposition as a retail REIT. This has been poorly received by the market, as reflected in Hammerson's declining share price.

Despite owning world-class malls which continue to perform well, Hammerson trades at a discount to net asset value of over 50%. Hammerson is comprised of three divisions: malls, Value Retail and developments. Lighthouse is of the view that Hammerson should dispose of its investment in Value Retail, right-size its exposure to developments and reduce administration costs significantly. This would strengthen its balance sheet and improve profitability, such that it returns to its core investor proposition as a retail REIT.

Accordingly Lighthouse recommends that fellow shareholders appoint new directors to supplement the Hammerson board and drive full consideration of operational and strategic matters and the interests of all shareholders. Lighthouse recommends that Nick Hughes and Craig Tate ("New Directors") are elected as independent non-executive directors. The New Directors are independent of Lighthouse and Lighthouse is confident that they have the appropriate experience and expertise to contribute meaningfully to board consideration of the best interests of Hammerson shareholders and other stakeholders.

Hammerson plc	5
Notice of Annual General Meeting

Nick Hughes (58, British) retired after a career entailing extensive

UK and international experience across Financial Services, Consumer Services, Property and Travel, including over 10 years operating at Managing Director level. He was the Managing Director of Hamptons International from 2016 to 2019. Prior to joining Hamptons International, Nick had a successful career at Barclays from 2012 to 2016 as Managing Director of the Affluent Segment of the Bank and the Premier, Savings and Investments division. Nick was educated at the University of Cape Town and at Oxford University, which he attended as a Rhodes Scholar.

Craig Tate (58, British and South African) is experienced in business acceleration and turnaround. Roles have included CEO and shareholder of Metacom Telecommunications, strategic advisor/Director to C2C Investments, Managing Director of Macquarie Bank Capital Markets, joint Head of Investec Bank's UK Investment Bank, Director of ING Barings Bank, and shareholder of Hymax, a fibre-based telecoms Co. and management of large civil engineering projects. Craig was educated at the University of Cape Town and at Henley Management College (UK).