Land Securities : Download AGM 2021 Notice of Meeting

LAND SECURITIES GROUP PLC

(incorporated and registered in England and Wales under number 4369054)

NOTICE OF ANNUAL GENERAL MEETING THURSDAY, 8 JULY 2021 AT 10.00AM 80 Victoria Street, London, SW1E 5JL

Please note this Annual General Meeting is being held as a hybrid meeting and we encourage our shareholders to participate virtually.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the action you should take, you should immediately consult a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Land Securities Group PLC, please pass this document and the accompanying Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting of the Company to be held at 10.00am on Thursday, 8 July 2021 at 80 Victoria Street, London, SW1E 5JL is set out on pages 4-7 of this document.

Contents

Letter from the Chairman	3
Notice and Resolutions	4-7
Part I - Explanatory notes	8-13
Part II - Shareholder notes	13-17
Part III - Restricted Share Plan 2021	18-22
Part IV - Electronic Meeting Guidance	22-24

Annual General Meeting

Land Securities Group PLC

80 Victoria Street

London

SW1E 5JL

2

Land Securities Group PLC 100 Victoria Street London

SW1E 5JL www.landsec.com

Registered in England and Wales: No. 4369054

8 June 2021

Dear shareholder,

Annual General Meeting to be held on Thursday, 8 July 2021

As you will recall, last year due to Covid-19, we held a closed AGM with no shareholders able to attend. The health and safety of our shareholders, directors, employees and other stakeholders, remains our priority. However, it is also very important to us to be able to engage effectively with our shareholders, whatever restrictions may be in place at the time of our AGM. Therefore for the first time this year we have chosen to hold our AGM as a hybrid meeting. We strongly encourage our shareholders to take advantage of this and join the meeting virtually. You will be able to watch a live webcast, hear from our CEO and me about business performance throughout the year and our new strategy. You will also be able to ask questions and vote on the resolutions on-line.

If you wish to attend the AGM in person, please register your intention to attend so that we are able to monitor the numbers attending and plan accordingly. All the details on how to join the meeting electronically or in person can be found on page 22 of this Notice of Meeting.

There are 21 Resolutions proposed at this year's AGM and we will take all of these on a

poll vote. Explanatory notes to each of these Resolutions are set out in Part 1 of this Notice.

Your Directors consider the Resolutions to be in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do in respect of their own beneficial shareholdings. The voting results will be notified to the London Stock Exchange and posted on our website as soon as possible after the meeting.

I would like to thank you for your continued support, particularly during these challenging times. Yours sincerely,

Cressida Hogg

Chairman

3

Notice and Resolutions

Land Securities Group PLC 100 Victoria Street London

SW1E 5JL www.landsec.com

Registered in England and Wales: No. 4369054

Notice of the 2021 Annual General Meeting

Notice is hereby given that the 2021 Annual General Meeting (AGM or Meeting) of Land Securities Group PLC (the Company) will be held at 10.00am on Thursday, 8 July 2021 at 80 Victoria Street, London, SW1E 5JL for the transaction of the following business.

Resolutions 1 to 17 will be proposed as Ordinary Resolutions. To be passed, an Ordinary Resolution requires the approval of shareholders representing a simple majority of the votes cast on the Resolution. Resolutions 18 to 21 will be proposed as Special Resolutions. To be passed, a Special Resolution requires the approval of shareholders representing at least 75% of the votes cast on the Resolution.

Explanatory notes to each of the Resolutions are set out in Part I of this Notice on pages 8-13.

Ordinary Resolutions

1. 2021 Annual Report

To receive and consider the Company's accounts for the financial year ended 31 March 2021, together with the Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those accounts (2021 Annual Report).

2. Directors' Remuneration - Policy

To approve the Directors' Remuneration Policy (effective from the date of approval) as set out in the 2021 Annual Report.

3. Directors' Remuneration - Annual Report

To approve the Annual Report on Remuneration as set out in the 2021 Annual Report.

4. Final Dividend

To declare a final dividend of 9 pence per ordinary share for the financial year ended 31 March 2021.

Election and Re-election of Directors

1. To elect Vanessa Simms as a Director of the Company.
2. To elect Manjiry Tamhane as a Director of the Company.
3. To re-elect Mark Allan as a Director of the Company.
4. To re-elect Colette O'Shea as a Director of the Company.
5. To re-elect Edward Bonham Carter as a Director of the Company.
6. To re-elect Nicholas Cadbury as a Director of the Company.
7. To re-elect Madeleine Cosgrave as a Director of the Company.
8. To re-elect Christophe Evain as a Director of the Company.
9. To re-elect Cressida Hogg as a Director of the Company.

4

14. Re-appointment of auditor

To re-appoint Ernst & Young LLP (EY) as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

15. Remuneration of auditor

To authorise the Directors to determine the remuneration of the auditor.

16. Authority to make political donations

In accordance with sections 366 and 367 of the Companies Act 2006 (2006 Act), to authorise the Company and any company which is or becomes its subsidiary at any time during the period for which this Resolution has effect to:

1. make political donations to political parties, other political organisations and/or independent election candidates; and
2. incur other political expenditure,

providing such expenditure does not exceed £50,000 in aggregate for paragraphs (i) and (ii) above.

This authority shall expire after the conclusion of the Company's next Annual General Meeting. Any terms used in this Resolution which are defined in Part 14 of the 2006 Act shall have the same meaning as is given to those terms in Part 14 of the 2006 Act.

17. Authority to allot securities

Pursuant to section 551 of the 2006 Act, to authorise the Directors generally and unconditionally to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to an aggregate nominal amount of £26,363,525; and
2. in so far as such shares comprise equity securities (as defined in section 560 of the 2006 Act) up to a further nominal amount of £26,363,525 in connection with an offer by way of a rights issue:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

This authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months from the date this Resolution is passed (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority ends and the Directors may allot equity securities or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if the authority had not expired. This authority replaces all previous authorities.

5