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NOTICE OF ANNUAL GENERAL MEETING100 Liverpool Street London
EC2M 2RH
Tuesday 15 July 2025 11:30am
This document is important and requires your immediate attentionIf you are in any doubt as to the action you should take, please consult your stockbroker, bank manager, solicitor, accountant, or other professional independent adviser who is duly authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or otherwise transferred all of your shares, please forward this document, together with any accompanying documents, to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
LETTER FROM THE CHAIR10 June 2025
Dear Shareholder
I am pleased to invite you to the 2025 Annual General Meeting of The British Land Company PLC (the 'Company'), which will be held at 100 Liverpool Street, London EC2M 2RH on Tuesday, 15 July 2025 at 11.30am (the 'AGM').
We will once again be holding the meeting later in the morning and only offer in person attendance.
This circular contains:
the formal Notice of AGM (the 'Notice') detailing the resolutions to be proposed at the AGM;
explanatory notes to the resolutions; and
further information in respect of the Notice and the AGM.
The Notice and our Annual Report and Accounts
for the year to 31 March 2025 (the '2025 Annual Report') are also available on the British Land website at britishland.com/agm.
Appointing a Proxy
If you are unable to attend the AGM, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.
Irrespective of whether or not you propose to attend the meeting, we would encourage you to appoint the chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you (or any proxy you might otherwise appoint) are not able to attend on the day for any reason. If you appoint the chair of the meeting as your proxy, the chair will vote in accordance with your instructions. If the chair is given discretion as to how to vote, they will vote in favour of each of the resolutions set out in the Notice.
Appointing a proxy will not prevent you from attending and voting in person if you wish to do so.
Instructions on how to appoint a proxy can be found in the 'Shareholder Information' section of this document on pages 14 and 15. To be valid, your proxy appointment must be received by our registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 11.30am on 11 July 2025.
As in previous years, all resolutions put to the AGM will be voted on by way of a poll rather than on a show of hands, allowing the votes of those shareholders who are unable to attend the AGM in person to be taken into account. On a poll, each shareholder has one vote for every share held.
Board changes
As announced during the year, the Board approved the appointment of David Walker as Chief Financial Officer with effect from 20 November 2024, following a rigorous search and selection process as detailed on page 94 of the 2025 Annual Report. In line with best practice and
in accordance with the Articles of Association, David Walker will stand for appointment at this year's AGM.
All current Directors have expressed a wish to remain in office and will seek re-appointment at the AGM. Bhavesh Mistry, Preben Prebensen and Irvinder Goodhew all stepped down from the Board during the year.
Proposed Remuneration Policy
The Directors' Remuneration Policy was last approved by shareholders at our 2022 AGM. As required by law, we are inviting you to approve a new Remuneration Policy for Directors this year in addition to the customary vote on the Directors' Remuneration Report. An overview of the proposed changes to the Remuneration Policy and the Remuneration Committee's recommendation for supporting its approval can be found in the Directors' Remuneration Report, starting on page 107 of the 2025 Annual Report.
Recommendation
The Board considers that all of the resolutions set out in the Notice 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 Board recommends that you vote in favour of each
of the resolutions being put to the AGM in the same way as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested).
Yours faithfully,
William Rucker
Chair
The British Land Company PLC
Registered office: York House, 45 Seymour Street, London W1H 7LX.
Registered in England and Wales with company number 621920.
CONTENTS3 Formal Notice of AGM detailing the resolutions to be proposed at the meeting
6 Explanatory notes to the resolutions
10 Directors' biographies
14 Shareholder information
NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the 2025 AGM of the Company will be held at 100 Liverpool Street, London, EC2M 2RH on Tuesday 15 July 2025 at 11.30am to consider and, if thought fit, pass the resolutions as
set out below.
Resolutions 1 to 18 are proposed as ordinary resolutions and resolutions 19 to 22 are proposed as special resolutions.
Further information on all resolutions is given in the Explanatory Notes on pages 6 to 9.
As ordinary resolutions:Receipt of 2025 Annual Report and financial statements
To receive the Annual Report and audited financial statements of the Company for the year ended
31 March 2025.
Approval of Directors' Remuneration Report 2025
To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) set out on pages 107 to 129 of the Annual Report for the year ended 31 March 2025.
Approval of Directors' Remuneration Policy
To approve the Directors' Remuneration Policy set out on pages 109 to 115 of the Annual Report for the year ended 31 March 2025.
Declaration of Final Dividend
To declare a final dividend of 10.56p per ordinary share for the year ended 31 March 2025.
Appointment and re-appointment of Directors
To re-appoint Mark Aedy as a Director.
To re-appoint Simon Carter as a Director.
To re-appoint Lynn Gladden as a Director.
To re-appoint Alastair Hughes as a Director.
To re-appoint Amanda James as a Director.
To re-appoint Amanda Mackenzie as a Director.
To re-appoint Mary Ricks as a Director.
To re-appoint William Rucker as a Director.
To appoint David Walker as a Director.
To re-appoint Loraine Woodhouse as a Director.
Re-appointment of auditor
To re-appoint PricewaterhouseCoopers LLP (PwC) as auditor of the Company until the conclusion of the next general meeting at which accounts are laid.
Remuneration of auditor
To authorise the Audit Committee to determine the auditor's remuneration.
Authority to make political donations and incur political expenditure
That the Company, and any company which is or becomes a subsidiary of the Company at any time during the period in which this resolution is effective, is generally authorised to:
make donations to political parties and independent election candidates;
make donations to political organisations other than political parties; and
incur political expenditure,
during the period commencing on the date this resolution is passed and ending at the conclusion of the Company's 2026 AGM (or, if earlier, the close of business on 30 September 2026) provided that, in each case, any such donation and expenditure made by the Company or by any such subsidiary shall not exceed £20,000 per company and together, those made by any subsidiary and the Company shall not exceed in aggregate £20,000.
Any terms used in this resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this resolution.
Directors' authority to allot shares
That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Companies Act') to allot shares in the Company, and to grant rights to subscribe for, or to convert any security into, shares in the Company:
up to an aggregate nominal amount of
£83,263,703 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) of this resolution below in excess of such sum); and
comprising equity securities (as defined in section 560 of the Companies Act) up to an aggregate nominal amount of £166,527,407 (such amount
to be reduced by any shares allotted or rights granted under paragraph (a) of this resolution above) in connection with or pursuant to an offer of or invitation to apply for equity securities by way of a pre-emptive offer or invitation (including a rights issue or open offer):
to holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or grant; and
to holders of any other class of equity securities (as defined in section 560 of the Companies Act) entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or
NOTICE OF ANNUAL GENERAL MEETING CONTINUEDappropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical difficulties in, or under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever.
Such authority shall expire at the earlier of the conclusion of the Company's 2026 AGM (or, if earlier, the close of business on 30 September 2026) unless previously renewed, varied or revoked by
the Company at a general meeting, save that the Company may make an offer or agreement before the expiry of this authority which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after the expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.
As special resolutions:General power to disapply pre-emption rights
That, subject to the passing of resolution 18, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Companies Act') to:
allot equity securities (as defined in section 560 of the Companies Act) of the Company for cash pursuant to the authorisation conferred by resolution 18; and
sell ordinary shares (as defined in section 560(1) of the Companies Act) held by the Company as treasury shares for cash,
as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
in connection with or pursuant to an offer of or invitation to apply for equity securities (but in the case of the authorisation granted under resolution 18(b) by way of a pre-emptive offer or invitation (including a rights issue or open offer)), in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such limits, restrictions or other arrangements as the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical difficulties in, or under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever;
in the case of the authorisation granted under resolution 18(a) above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) or (iii) of this resolution, up to an aggregate nominal amount of £24,979,111; and
in the case of the authorisation granted under resolution 18(a) above (or in the case of any sale of treasury shares) and otherwise than pursuant to paragraph (i) or (ii) of this resolution, up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (ii) of this resolution, such power to be used only for the purposes of making a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published
by the Pre-Emption Group prior to the date of this notice,
and which shall expire at the conclusion of the Company's 2026 AGM (or, if earlier, on 30 September 2026), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
Additional power to disapply pre-emption rights for purposes of acquisitions or capital investments
That, subject to the passing of resolution 18, and in addition to the power given by resolution 19, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Companies Act') to:
allot equity securities (as defined in section 560 of the Companies Act) of the Company for cash pursuant to the authorisation conferred by resolution 18(a); and
sell ordinary shares (as defined in section 560(1) of the Companies Act) held by the Company as treasury shares for cash,
as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
up to an aggregate nominal amount of
£24,979,111 to be used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Directors have determined to be either an acquisition or specified capital investment 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, or for any other purposes as the Company in a general meeting may at any time by special resolution determine; and
(otherwise than under paragraph (i) of this resolution) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) of this resolution, such power to be used only for the purposes of making a follow-on offer which the Directors
of the Company determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
and which shall expire at the conclusion of the Company's 2026 AGM (or, if earlier, on 30 September 2026), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
Authority to purchase own shares on market
That the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 'Companies Act') to make market purchases (within the meaning of section 693(4) of the Companies Act) of its ordinary shares on such terms and in such manner as the Directors may from time to time determine, subject to the following conditions:
the maximum aggregate number of ordinary shares authorised to be purchased is 99,916,444;
the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value;
the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
this authority shall expire at the conclusion of the Company's 2026 AGM or the close of business on 30 September 2026 whichever is earlier (unless previously renewed, revoked or varied by the Company at a general meeting); and
a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority as if this authority had not expired.
Notice period for general meetings, other than annual general meetings
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
By order of the Board
Brona McKeown
Company Secretary
The British Land Company PLC 10 June 2025
Registered office: York House, 45 Seymour Street, London W1H 7LX.
Registered in England and Wales with company number 621920.
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British Land Company plc published this content on July 09, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 09, 2025 at 09:46 UTC.


















