21st Jul 2006 18:34
British Land Co PLC21 July 2006 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £12,561,841 10 1/2per cent. First Mortgage Debenture Stock due 2019/24 (the Existing First 2019/2024 Debentures) (ISIN: GB0001367126) issued by The British Land Company PLC (the Company) (incorporated with limited liability in England and Wales with registered number 621920) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Third Schedule tothe trust deed dated 14 September 1981 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing First 2019/2024 Debentures andmade between the Company, Regis Property Company Limited and Law DebentureTrustees Limited (formerly known as Eagle Star Trust Company Limited) (theTrustee), a meeting of the holders of the Existing First 2019/2024 Debentures(the Debentureholders) has been convened by the Company and will be held at theoffices of Simmons & Simmons, Citypoint, One Ropemaker Street, London EC2Y 9SSon 21 August 2006 at 11:30 a.m. London time or as soon after such time as themeeting of the holders of the £250,000,000 8 7/8 per cent. First MortgageDebenture Bonds due 2035 issued by the Company, convened for 11:15 a.m. on thesame day, shall have concluded or been adjourned, for the purpose of consideringand, if thought fit, passing the following resolution which will be proposed asan Extraordinary Resolution in accordance with the provisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £12,561,841 10 1/2per cent.First Mortgage Debenture Stock due 2019/24 (the Existing First 2019/2024Debentures) of The British Land Company PLC (the Company) constituted by a trustdeed dated 14 September 1981 (as amended and supplemented from time to time, theTrust Deed) made between the Company, Regis Property Company Limited and LawDebenture Trustees Limited (formerly known as Eagle Star Trust Company Limited)(the Trustee) as trustee for the holders of the Existing First 2019/2024Debentures hereby: (A) (subject to paragraph (E) of this Extraordinary Resolution) assents tothe modification of the terms and conditions of the Existing First 2019/2024Debentures by the addition of a new paragraph to Condition 3 giving the Companythe right to redeem all but not some only of the Existing First 2019/2024Debentures at an amount for each £1,000 in principal amount of the ExistingFirst 2019/2024 Debentures equal to the Existing Debenture Price, plus AccruedInterest, by the issue of New 2028 Debentures (or in cash in the case of holderswho are not Eligible Debentureholders) all as provided in and subject to theterms of and in accordance with the relevant Proposal, on giving not less than 2nor more than 7 Business Days' notice to Debentureholders by issuing anannouncement of redemption (the Announcement) via an RIS at any time not laterthan two Business Days after the Longstop Date, the redemption in accordancewith the Announcement to be conditional on the New 2028 Debentures beingadmitted to official listing on the Gilt Edged and Fixed Income Market of theLondon Stock Exchange, subject only to the issue and delivery of the New 2028Debentures. If the condition relating to the listing of the New 2028 Debentures is notsatisfied on or before the expiry of the notice period specified in theAnnouncement, the redemption of the Existing First 2019/2024 Debentures shallbecome incapable of becoming unconditional and, accordingly, no redemption ofthe Existing First 2019/2024 Debentures shall occur pursuant to modifiedCondition 3. The Company will issue a further announcement via an RIS on theexpiry of the notice period specified in the Announcement to inform the holdersof the Existing First 2019/2024 Debentures whether the Existing First 2019/2024Debentures will be redeemed in accordance with modified Condition 3. (B) (subject to paragraph (E) of this Extraordinary Resolution)authorises, directs, requests and empowers the Trustee to: (a) concur in and execute a supplemental trust deed to effect themodifications referred to in paragraph (A) of this Extraordinary Resolution inthe form of the draft produced to this meeting and signed by the chairman of themeeting for the purposes of identification, with such amendments, if any,requested by the Company and approved by the Trustee in its sole discretion orrequired by the Trustee; and (b) concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary, desirable or expedient inthe sole opinion of the Trustee to carry out and give effect to thisExtraordinary Resolution and the relevant Proposal; (C) (subject to paragraph (E) of this Extraordinary Resolution) sanctionsand approves every modification, abrogation, variation or compromise of, orarrangement in respect of, the rights of Debentureholders necessary to giveeffect to this Extraordinary Resolution and the relevant Proposal (whether ornot the rights arise under the Trust Deed) and assents to every modification,variation or abrogation of the Conditions (as defined in the Trust Deed) of theExisting First 2019/2024 Debentures and/or the provisions contained in the TrustDeed involved in or inherent in or effected by the implementation of thisExtraordinary Resolution and the relevant Proposal; (D) discharges and exonerates the Trustee from any liability in respect ofany act or omission for which it may have become responsible under the TrustDeed and/or the Existing First 2019/2024 Debentures in connection with thisExtraordinary Resolution; (E) declares that this Extraordinary Resolution shall be in all respectsconditional on the following conditions being satisfied or, if capable of beingwaived by the Company in accordance with the provisions of the ConsentSolicitation Document published by the Company and BL Universal PLC on 21 July2006, (the Document), waived: (a) the requisite majority of holders of the Existing 2028Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing 2028 Debentures, the requisite majority of such holders votingin favour of the extraordinary resolution proposed at any such further meetingand any conditions to that extraordinary resolution being satisfied or (ifcapable of waiver) waived); (b) the requisite majority of holders of the Existing 2035Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing 2035 Debentures, the requisite majority of such holders votingin favour of the extraordinary resolution proposed at any such further meetingand any conditions to that extraordinary resolution being satisfied or (ifcapable of waiver) waived); (c) the requisite majority of holders of the Existing Second 2019/2024 Debentures voting in favour of the relevant Extraordinary Resolution atthe Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing Second 2019/2024 Debentures, the requisite majority of suchholders voting in favour of the extraordinary resolution proposed at any suchfurther meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); (d) the requisite majority of holders of the Existing BLUDebentures voting in favour of the relevant Extraordinary Resolution at thecombined Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing BLU Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (e) the requisite majority of holders of the Existing 2011Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2011 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (f) the requisite majority of holders of the Existing 2020Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2020 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution and not otherwise defined shall have the same meanings given to themin the Document unless the context otherwise requires." The Company has convened the Meeting for the purpose of enablingDebentureholders to consider the proposals outlined in the Consent SolicitationDocument published by the Company and BL Universal PLC on 21 July 2006 (theDocument) and resolve, if they think fit, to pass the Extraordinary Resolutionproposed in relation to the Existing First 2019/2024 Debentures. Capitalisedterms used in this Notice and not otherwise defined shall have the meaningsgiven to them in the Document, unless the context otherwise requires. The Trustee has not been involved in the formulation of the Proposals outlinedin the Document or the Extraordinary Resolution and, in accordance with normalpractice, expresses no opinion on the merits of those Proposals or on theExtraordinary Resolution or on whether Debentureholders would be acting inDebentureholders' best interests in approving them, and nothing in this Noticeshould be construed as a recommendation to Debentureholders from the Trustee tovote in favour of, or against, the Extraordinary Resolution. Debentureholdersshould take their own independent financial advice on the merits and on theconsequences of voting in favour of the Extraordinary Resolution, including anytax consequences. However, on the basis of the information contained in theDocument, the Trustee has authorised the Company to state that the Trustee hasno objection to the Extraordinary Resolution being put to Debentureholders fortheir consideration. General Copies of the Document are available for collection by Debentureholders at thespecified office of the Registrar and at the specified office of each of theSolicitation Agents in each case as set out below, on and after the date of thisNotice and will be available at the Meeting. A Debentureholder will be requiredto produce evidence satisfactory to the Registrar or the relevant SolicitationAgent as to his or her status as a Debentureholder before being permitted tocollect a copy of the Document. Copies of (i) the Trust Deed, this Notice andthe Document; (ii) the current draft of the supplemental trust deed referred toin the Extraordinary Resolution and certain other documents as specified in theDocument are, on and from 21 July 2006, available for inspection by theDebentureholders at the specified office of each of the Solicitation Agents andthe Registrar during normal business hours on any weekday (Saturdays, Sundaysand public holidays excepted) up to and including the Expiration Date. Revisedversions of any draft documents described in (ii) above will be available as setout above (marked to indicate changes to the draft made available on 21 July2006) no later than two Business Days before the date of the Meeting and at theMeeting. Any such revised document made available as set out above willsupersede the previous draft of such document and Debentureholders will bedeemed to have notice of any changes. The attention of Debentureholders is particularly drawn to the quorum requiredfor the Meeting and for any meeting held following any adjournment of any suchMeeting, which is set out in paragraph 3 of "Voting and Quorum" below. Havingregard to such requirements, Debentureholders are strongly urged either toattend the Meeting or to take steps to be represented at the Meeting, asreferred to below, as soon as possible. Voting and Quorum Debentureholders who have submitted and not revoked a valid Instructionappointing the Administrative Agent as their proxy to vote in favour of theExtraordinary Resolution to be proposed at the Meeting and any meeting heldfollowing any adjournment of any such Meeting need take no further action to berepresented at the Meeting or any such adjourned meeting. Debentureholders whohave not submitted or have submitted and subsequently revoked an Instructionshould take note of the provisions set out below detailing how suchDebentureholders can attend or take steps to be represented at the Meeting. 1. Debentureholder attendance: A holder of Existing First 2019/2024 Debentures wishing to attend and vote at the Meeting in person mustproduce at such Meeting either, in the case of an individual holder, his or herExisting First 2019/2024 Debentures in definitive form or, in the case of acorporate holder, a duly approved resolution of the governing body of suchcorporation authorising such person to act as the corporation's representative,together in each case with satisfactory evidence of identity. 2. Appointment of proxies: A Debentureholder not wishing toattend and vote at the Meeting in person may deliver to the relevant Registraran instrument in writing (a Form of Proxy) signed by the holder or the holder'sattorney duly authorised in writing (or, in the case of a corporation, executedunder its common seal or signed on its behalf by an attorney or a dulyauthorised officer of the corporation) appointing a proxy to act on his or itsbehalf in connection with the Meeting and any such adjourned Meeting. A Form ofProxy may be obtained from the specified office of the relevant Registrar notlater than 48 hours (being a period of 48 hours including all or part of twodays upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held) and such period shall beextended by one period or, to the extent necessary, more periods of 24 hoursuntil there is included as aforesaid all or part of two days upon which banksare open for business in London) (48 hours)) before the time fixed for theMeeting. Not less than 48 hours before the time fixed for the Meeting or any adjournedMeeting, the form of proxy and (if required by the Company or the Trustee) thepower of attorney or other authority (if any) under which it is signed or anotarially certified or office copy of such power of attorney must be depositedat the office of the Registrar specified below. 3. Quorum requirements: The quorum required at the Meetingshall be two or more persons present holding Existing First 2019/24 Debenturesor being proxies or representatives and holding or representing in the aggregatenot less than a clear majority in nominal amount of the Existing First 2019/24Debentures for the time being outstanding. At any adjourned Meeting, the quorumrequired shall be one or more persons present holding Existing First 2019/2024Debentures or being proxies or representatives (whatever the nominal amount ofthe Existing First 2019/24 Debentures so held or represented by them). 4. Adjournment: If within fifteen minutes after the timeappointed for any such Meeting, a quorum is not present, such meeting shallstand adjourned to such a day (not being less than fourteen days thereafter),time and place as may be appointed by the Chairman. 5. Voting by show of hands or poll: Every question submittedto each Meeting shall be decided in the first instance by a show of hands unlessa poll is (before or on the declaration of the result of the show of hands)demanded by the Chairman or by one or more persons representing by proxy atleast one-twentieth of the nominal amount of the Existing First 2019/24Debentures for the time being outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Debentureholder or as a proxy or as a representative. 6. Representation of vote: On a show of hands every person whois present in person and is a holder of Existing First 2019/2024 Debentures oris a proxy or representative shall have one vote. On a poll every person who isso present shall have one vote in respect of each £1 in nominal amount ofExisting First 2019/24 Debentures so produced or in respect of which such personis a proxy or representative or in respect of which such person is theDebentureholder. 7. Voting majority requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the persons voting thereat upon a show of hands or if apoll is duly demanded then by a majority consisting of not less thanthree-fourths of the votes given on such poll. If passed, the ExtraordinaryResolution shall be binding upon all Debentureholders, whether present or notpresent at the Meeting at which it is passed and whether or not voting. This Notice is given by The British Land Company PLC. Debentureholders should contact the following for further information: Any of the Solicitation Agents: The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 207085 3205. UBS Investment Bank at 100 Liverpool Street, London EC2M 2RH, Tel: +44 (0) 207567 7480. The Administrative Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by email [email protected]. The Registrar: Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN996DA, Tel: +44 (0) 870 609 2158. Dated 21 July 2006 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £20,381,170 11 3/8per cent. First Mortgage Debenture Stock due 2019/24 (the Existing Second 2019/2024 Debentures) (ISIN: GB0001368538) issued by The British Land Company PLC (the Company) (incorporated with limited liability in England and Wales with registered number 621920) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Third Schedule tothe trust deed dated 14 September 1981 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing Second 2019/2024 Debentures andmade between the Company, Regis Property Company Limited and Law DebentureTrustees Limited (formerly known as Eagle Star Trust Company Limited) (theTrustee), a meeting of the holders of the Existing Second 2019/2024 Debentures(the Debentureholders) has been convened by the Company and will be held at theoffices of Simmons & Simmons, Citypoint, One Ropemaker Street, London EC2Y 9SSon 21 August 2006 at 11:45 a.m. London time or as soon after such time as themeeting of the holders of the £12,561,841 101/2per cent. First MortgageDebenture Stock due 2019/24 issued by the Company, convened for 11:30 a.m. onthe same day, shall have concluded or been adjourned, for the purpose ofconsidering and, if thought fit, passing the following resolution which will beproposed as an Extraordinary Resolution in accordance with the provisions of theTrust Deed: "THAT this meeting of the holders of the outstanding £20,381,170 11 3/8percent. First Mortgage Debenture Stock due 2019/24 (the Existing Second 2019/2024Debentures) of The British Land Company PLC (the Company) constituted by a trustdeed dated 14 September 1981 (as amended and supplemented from time to time, theTrust Deed) made between the Company, Regis Property Company Limited and LawDebenture Trustees Limited (formerly known as Eagle Star Trust Company Limited)(the Trustee) as trustee for the holders of the Existing Second 2019/2024Debentures hereby: (A) (subject to paragraph (E) of this Extraordinary Resolution) assents tothe modification of the terms and conditions of the Existing Second 2019/2024Debentures by the addition of a new paragraph to Condition 3 giving the Companythe right to redeem all but not some only of the Existing Second 2019/2024Debentures at an amount for each £1,000 in principal amount of the ExistingSecond 2019/2024 Debentures equal to the Existing Debenture Price, plus AccruedInterest, by the issue of New 2028 Debentures (or in cash in the case of holderswho are not Eligible Debentureholders) all as provided in and subject to theterms of and in accordance with the relevant Proposal, on giving not less than 2nor more than 7 Business Days' notice to Debentureholders by issuing anannouncement of redemption (the Announcement) via an RIS at any time not laterthan two Business Days after the Longstop Date, the redemption in accordancewith the Announcement to be conditional on the New 2028 Debentures beingadmitted to official listing on the Gilt Edged and Fixed Income Market of theLondon Stock Exchange, subject only to the issue and delivery of the New 2028Debentures. If the condition relating to the listing of the New 2028 Debentures is notsatisfied on or before the expiry of the notice period specified in theAnnouncement, the redemption of the Existing Second 2019/2024 Debentures shallbecome incapable of becoming unconditional and, accordingly, no redemption ofthe Existing Second 2019/2024 Debentures shall occur pursuant to modifiedCondition 3. The Company will issue a further announcement via an RIS on theexpiry of the notice period specified in the Announcement to inform the holdersof the Existing Second 2019/2024 Debentures whether the Existing Second 2019/2024 Debentures will be redeemed in accordance with modified Condition 3. (B) (subject to paragraph (E) of this Extraordinary Resolution)authorises, directs, requests and empowers the Trustee to: (a) concur in and execute a supplemental trust deed to effect themodifications referred to in paragraph (A) of this Extraordinary Resolution inthe form of the draft produced to this meeting and signed by the chairman of themeeting for the purposes of identification, with such amendments, if any,requested by the Company and approved by the Trustee in its sole discretion orrequired by the Trustee; and (b) concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary, desirable or expedient inthe sole opinion of the Trustee to carry out and give effect to thisExtraordinary Resolution and the relevant Proposal; (C) (subject to paragraph (E) of this Extraordinary Resolution) sanctionsand approves every modification, abrogation, variation or compromise of, orarrangement in respect of, the rights of Debentureholders necessary to giveeffect to this Extraordinary Resolution and the relevant Proposal (whether ornot the rights arise under the Trust Deed) and assents to every modification,variation or abrogation of the Conditions (as defined in the Trust Deed) of theExisting Second 2019/2024 Debentures and/or the provisions contained in theTrust Deed involved in or inherent in or effected by the implementation of thisExtraordinary Resolution and the relevant Proposal; (D) discharges and exonerates the Trustee from any liability in respect ofany act or omission for which it may have become responsible under the TrustDeed and/or the Existing Second 2019/2024 Debentures in connection with thisExtraordinary Resolution; (E) declares that this Extraordinary Resolution shall be in all respectsconditional on the following conditions being satisfied or, if capable of beingwaived by the Company in accordance with the provisions of the ConsentSolicitation Document published by the Company and BL Universal PLC on 21 July2006, (the Document), waived: (a) the requisite majority of holders of the Existing 2028Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing 2028 Debentures, the requisite majority of such holders votingin favour of the extraordinary resolution proposed at any such further meetingand any conditions to that extraordinary resolution being satisfied or (ifcapable of waiver) waived); (b) the requisite majority of holders of the Existing 2035Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing 2035 Debentures, the requisite majority of such holders votingin favour of the extraordinary resolution proposed at any such further meetingand any conditions to that extraordinary resolution being satisfied or (ifcapable of waiver) waived); (c) the requisite majority of holders of the Existing First 2019/2024 Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing First 2019/2024 Debentures, the requisite majority of suchholders voting in favour of the extraordinary resolution proposed at any suchfurther meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); (d) the requisite majority of holders of the Existing BLUDebentures voting in favour of the relevant Extraordinary Resolution at thecombined Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing BLU Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (e) the requisite majority of holders of the Existing 2011Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2011 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (f) the requisite majority of holders of the Existing 2020Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2020 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution and not otherwise defined shall have the same meanings given to themin the Document unless the context otherwise requires." The Company has convened the Meeting for the purpose of enablingDebentureholders to consider the proposals outlined in the Consent SolicitationDocument published by the Company and BL Universal PLC on 21 July 2006 (theDocument) and resolve, if they think fit, to pass the Extraordinary Resolutionproposed in relation to the Existing Second 2019/2024 Debentures. Capitalisedterms used in this Notice and not otherwise defined shall have the meaningsgiven to them in the Document, unless the context otherwise requires. The Trustee has not been involved in the formulation of the Proposals outlinedin the Document or the Extraordinary Resolution and, in accordance with normalpractice, expresses no opinion on the merits of those Proposals or on theExtraordinary Resolution or on whether Debentureholders would be acting inDebentureholders' best interests in approving them, and nothing in this Noticeshould be construed as a recommendation to Debentureholders from the Trustee tovote in favour of, or against, the Extraordinary Resolution. Debentureholdersshould take their own independent financial advice on the merits and on theconsequences of voting in favour of the Extraordinary Resolution, including anytax consequences. However, on the basis of the information contained in theDocument, the Trustee has authorised the Company to state that the Trustee hasno objection to the Extraordinary Resolution being put to Debentureholders fortheir consideration. General Copies of the Document are available for collection by Debentureholders at thespecified office of the Registrar and at the specified office of each of theSolicitation Agents in each case as set out below, on and after the date of thisNotice and will be available at the Meeting. A Debentureholder will be requiredto produce evidence satisfactory to the Registrar or the relevant SolicitationAgent as to his or her status as a Debentureholder before being permitted tocollect a copy of the Document. Copies of (i) the Trust Deed, this Notice andthe Document; (ii) the current draft of the supplemental trust deed referred toin the Extraordinary Resolution and certain other documents as specified in theDocument are, on and from 21 July 2006, available for inspection by theDebentureholders at the specified office of each of the Solicitation Agents andthe Registrar during normal business hours on any weekday (Saturdays, Sundaysand public holidays excepted) up to and including the Expiration Date. Revisedversions of any draft documents described in (ii) above will be available as setout above (marked to indicate changes to the draft made available on 21 July2006) no later than two Business Days before the date of the Meeting and at theMeeting. Any such revised document made available as set out above willsupersede the previous draft of such document and Debentureholders will bedeemed to have notice of any changes. The attention of Debentureholders is particularly drawn to the quorum requiredfor the Meeting and for any meeting held following any adjournment of any suchMeeting, which is set out in paragraph 3 of "Voting and Quorum" below. Havingregard to such requirements, Debentureholders are strongly urged either toattend the Meeting or to take steps to be represented at the Meeting, asreferred to below, as soon as possible. Voting and Quorum Debentureholders who have submitted and not revoked a valid Instructionappointing the Administrative Agent as their proxy to vote in favour of theExtraordinary Resolution to be proposed at the Meeting and any meeting heldfollowing any adjournment of any such Meeting need take no further action to berepresented at the Meeting or any such adjourned meeting. Debentureholders whohave not submitted or have submitted and subsequently revoked an Instructionshould take note of the provisions set out below detailing how suchDebentureholders can attend or take steps to be represented at the Meeting. 1. Debentureholder attendance: A holder of Existing Second2019/2024 Debentures wishing to attend and vote at the Meeting in person mustproduce at such Meeting either, in the case of an individual holder, his or herExisting Second 2019/2024 Debentures in definitive form or, in the case of acorporate holder, a duly approved resolution of the governing body of suchcorporation authorising such person to act as the corporation's representative,together in each case with satisfactory evidence of identity. 2. Appointment of proxies: A Debentureholder not wishing toattend and vote at the Meeting in person may deliver to the relevant Registraran instrument in writing (a Form of Proxy) signed by the holder or the holder'sattorney duly authorised in writing (or, in the case of a corporation, executedunder its common seal or signed on its behalf by an attorney or a dulyauthorised officer of the corporation) appointing a proxy to act on his or itsbehalf in connection with the Meeting and any such adjourned Meeting. A Form ofProxy may be obtained from the specified office of the relevant Registrar notlater than 48 hours (being a period of 48 hours including all or part of twodays upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held) and such period shall beextended by one period or, to the extent necessary, more periods of 24 hoursuntil there is included as aforesaid all or part of two days upon which banksare open for business in London) (48 hours)) before the time fixed for theMeeting. Not less than 48 hours before the time fixed for the Meeting or any adjournedMeeting, the form of proxy and (if required by the Company or the Trustee) thepower of attorney or other authority (if any) under which it is signed or anotarially certified or office copy of such power of attorney must be depositedat the office of the Registrar specified below. 3. Quorum requirements: The quorum required at the Meetingshall be two or more persons present holding Existing Second 2019/24 Debenturesor being proxies or representatives and holding or representing in the aggregatenot less than a clear majority in nominal amount of the Existing Second 2019/24Debentures for the time being outstanding. At any adjourned Meeting, the quorumrequired shall be one or more persons present holding Existing Second 2019/2024Debentures or being proxies or representatives (whatever the nominal amount ofthe Existing Second 2019/24 Debentures so held or represented by them). 4. Adjournment: If within fifteen minutes after the timeappointed for any such Meeting, a quorum is not present, such meeting shallstand adjourned to such a day (not being less than fourteen days thereafter),time and place as may be appointed by the Chairman. 5. Voting by show of hands or poll: Every question submittedto each Meeting shall be decided in the first instance by a show of hands unlessa poll is (before or on the declaration of the result of the show of hands)demanded by the Chairman or by one or more persons representing by proxy atleast one-twentieth of the nominal amount of the Existing Second 2019/24Debentures for the time being outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Debentureholder or as a proxy or as a representative. 6. Representation of vote: On a show of hands every person whois present in person and is a holder of Existing Second 2019/2024 Debentures oris a proxy or representative shall have one vote. On a poll every person who isso present shall have one vote in respect of each £1 in nominal amount ofExisting Second 2019/24 Debentures so produced or in respect of which suchperson is a proxy or representative or in respect of which such person is theDebentureholder. 7. Voting majority requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the persons voting thereat upon a show of hands or if apoll is duly demanded then by a majority consisting of not less thanthree-fourths of the votes given on such poll. If passed, the ExtraordinaryResolution shall be binding upon all Debentureholders, whether present or notpresent at the Meeting at which it is passed and whether or not voting. This Notice is given by The British Land Company PLC. Debentureholders should contact the following for further information: Any of the Solicitation Agents: The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 207085 3205. UBS Investment Bank at 100 Liverpool Street, London EC2M 2RH, Tel: +44 (0) 207567 7480. The Administrative Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by email [email protected]. The Registrar: Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN996DA, Tel: +44 (0) 870 609 2158. Dated 21 July 2006 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £200,000,000 9 3/8per cent. First Mortgage Debenture Stock due 2028 (the Existing 2028 Debentures) (ISIN: XS0066979682/GB0001371573) issued by The British Land Company PLC (the Company) (incorporated with limited liability in England and Wales with registered number 621920) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fourth Scheduleto the trust deed dated 29 April 1993 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing 2028 Debentures and made betweenthe Company, the Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting 2028 Debentures (the Debentureholders) has been convened by the Companyand will be held at the offices of Simmons & Simmons, Citypoint, One RopemakerStreet, London EC2Y 9SS on 21 August 2006 at 11:00 a.m. London time for thepurpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £200,000,000 9 3/8percent. First Mortgage Debenture Stock due 2028 (the Existing 2028 Debentures) ofThe British Land Company PLC (the Company) constituted by a trust deed dated 29April 1993 (as amended and supplemented from time to time, the Trust Deed) madebetween the Company, the Charging Companies (as defined in the Trust Deed) andRoyal Exchange Trust Company Limited (the Trustee) as trustee for the holders ofthe Existing 2028 Debentures hereby: (A) (subject to paragraph (G) of this Extraordinary Resolution) assents tothe modification of the terms and conditions (the Conditions) of the Existing2028 Debentures by the addition of a new Condition 6(h) giving the Company theright to redeem all of the Existing 2028 Debentures, other than those to whichthe Retention Option applies, at an amount for each £1,000 in principal amountof the Existing 2028 Debentures equal to the Existing Debenture Price, plusAccrued Interest, by the issue of New 2028 Debentures and payment of a cashamount (or solely by payment of cash), all as provided in and subject to theterms of and in accordance with the relevant Proposal, on giving not less than 2nor more than 7 Business Days' notice to Debentureholders by issuing anannouncement of redemption (the Announcement) via an RIS at any time not laterthan two Business Days after the Longstop Date, the redemption in accordancewith the Announcement to be conditional on the New 2028 Debentures beingadmitted to official listing on the Gilt Edged and Fixed Income Market of theLondon Stock Exchange, subject only to the issue of the New 2028 Debentures. If the condition relating to the listing of the New 2028 Debentures is notsatisfied on or before the expiry of the notice period specified in theAnnouncement, the redemption of the Existing 2028 Debentures shall becomeincapable of becoming unconditional and, accordingly, no redemption of theExisting 2028 Debentures shall occur pursuant to new Condition 6(h). TheCompany will issue a further announcement via an RIS on the expiry of the noticeperiod specified in the Announcement to inform the holders of the Existing 2028Debentures, other than those to which the Retention Option applies, whether theExisting 2028 Debentures will be redeemed in accordance with new Condition 6(h). (B) (subject to paragraph (G) of this Extraordinary Resolution) assents tothe further modifications of the Trust Deed and the Conditions of the Existing2028 Debentures as set out in the draft of the supplemental trust deed producedto this meeting and signed by the chairman of the meeting for the purpose ofidentification, with such amendments, if any, requested by the Company andapproved by the Trustee in its sole discretion or required by the Trustee (theComposite Supplemental Trust Deed); (C) (subject to paragraph (G) of this Extraordinary Resolution)authorises, directs and requests the Trustee to take all such action as may berequired to release and discharge the security granted over any and all assetssecured in favour of the Trustee as security directly or indirectly in respectof the Existing 2028 Debentures (including, without limitation, at the cost ofthe Company, executing and delivering to the Company such security releasedocument as may be reasonably required by the Company in connection therewith)on and subject to satisfaction of the following conditions: (a) the issue and delivery of the Replacement Debentures by theCompany; (b) the UK Listing Authority confirming that (subject to theirbeing issued) the New Debentures will be admitted to the Official List and theLondon Stock Exchange confirming that (subject to the Replacement Debenturesbeing issued) the New Debentures will be admitted to trading on its Gilt Edgedand Fixed Income Market, in each case on or around the Settlement Date; and (c) execution and delivery by the Company of the CompositeSupplemental Trust Deed, pursuant to which the Company will grant certainsecurity for the benefit of (pari passu and without preference or priorityamongst them), amongst others, the Existing 2028 Debentureholders and the NewDebentureholders. (D) (subject to paragraph (G) of this Extraordinary Resolution)authorises, directs, requests and empowers the Trustee to: (a) concur in and execute the Composite Supplemental Trust Deedto effect the modifications referred to in paragraphs (A) and (B) of thisExtraordinary Resolution; and (b) concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary, desirable or expedient inthe sole opinion of the Trustee to carry out and give effect to thisExtraordinary Resolution and the relevant Proposal; (E) (subject to paragraph (G) of this Extraordinary Resolution) sanctionsand approves every modification, abrogation, variation or compromise of, orarrangement in respect of, the rights of Debentureholders necessary to giveeffect to this Extraordinary Resolution and the relevant Proposal (whether ornot the rights arise under the Trust Deed) and assents to every modification,variation or abrogation of the Conditions (as defined in the Trust Deed) of theExisting 2028 Debentures and/or the provisions contained in the Trust Deedinvolved in or inherent in or effected by the implementation of thisExtraordinary Resolution and the relevant Proposal; (F) discharges and exonerates the Trustee from any liability in respect ofany act or omission for which it may have become responsible under the TrustDeed and/or the Existing 2028 Debentures in connection with this ExtraordinaryResolution; (G) declares that this Extraordinary Resolution shall be in all respectsconditional on the following conditions being satisfied or, if capable of beingwaived by the Company in accordance with the provisions of the ConsentSolicitation Document published by the Company and BL Universal PLC on 21 July2006 (the Document), waived: (a) the requisite majority of holders of the Existing 2035Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing 2035 Debentures, the requisite majority of such holders votingin favour of the extraordinary resolution proposed at any such further meetingand any conditions to that extraordinary resolution being satisfied or (ifcapable of waiver) waived); (b) the requisite majority of holders of the Existing First 2019/2024 Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing First 2019/2024 Debentures, the requisite majority of suchholders voting in favour of the extraordinary resolution proposed at any suchfurther meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); (c) the requisite majority of holders of the Existing Second 2019/2024 Debentures voting in favour of the relevant Extraordinary Resolution atthe Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing Second 2019/2024 Debentures, the requisite majority of suchholders voting in favour of the extraordinary resolution proposed at any suchfurther meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); (d) the requisite majority of holders of the Existing BLUDebentures voting in favour of the relevant Extraordinary Resolution at thecombined Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing BLU Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (e) the requisite majority of holders of the Existing 2011Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2011 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (f) the requisite majority of holders of the Existing 2020Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2020 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); and (H) acknowledges that capitalised terms used in this ExtraordinaryResolution and not otherwise defined shall have the same meanings given to themin the Document, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enablingDebentureholders to consider the proposals outlined in the Consent SolicitationDocument published by the Company and BL Universal PLC on 21 July 2006 (theDocument) and resolve, if they think fit, to pass the Extraordinary Resolutionproposed in relation to the Existing 2028 Debentures. Capitalised terms used inthis Notice and not otherwise defined shall have the meanings given to them inthe Document, unless the context otherwise requires. The Trustee has not been involved in the formulation of the Proposals outlinedin the Document or the Extraordinary Resolution and, in accordance with normalpractice, expresses no opinion on the merits of those Proposals or on theExtraordinary Resolution or on whether Debentureholders would be acting inDebentureholders' best interests in approving them, and nothing in this Noticeshould be construed as a recommendation to Debentureholders from the Trustee tovote in favour of, or against, the Extraordinary Resolution. Debentureholdersshould take their own independent financial advice on the merits and on theconsequences of voting in favour of the Extraordinary Resolution, including anytax consequences. However, on the basis of the information contained in theDocument, the Trustee has authorised the Company to state that the Trustee hasno objection to the Extraordinary Resolution being put to Debentureholders fortheir consideration. General Copies of the Document are available for collection by Debentureholders at thespecified office of the Principal Paying Agent and the Registrar and at thespecified office of each of the Solicitation Agents in each case as set outbelow, on and after the date of this Notice and will be available at theMeeting. A Debentureholder will be required to produce evidence satisfactory tothe Principal Paying Agent or the Registrar or the relevant Solicitation Agentas to his or her status as a Debentureholder before being permitted to collect acopy of the Document. Copies of (i) the Trust Deed, this Notice and theDocument; (ii) the current draft of the Composite Supplemental Trust Deedreferred to in the Extraordinary Resolution and certain other documents asspecified in the Document are, on and from 21 July 2006, available forinspection by the Debentureholders at the specified office of each of theSolicitation Agents and the Principal Paying Agent and the Registrar duringnormal business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) up to and including the Expiration Date. Revised versions of any draftdocuments described in (ii) above will be available as set out above (marked toindicate changes to the draft made available on 21 July 2006) no later than twoBusiness Days before the date of the Meeting and at the Meeting. Any suchrevised document made available as set out above will supersede the previousdraft of such document and Debentureholders will be deemed to have notice of anychanges. The attention of Debentureholders is particularly drawn to the quorum requiredfor the Meeting and for any meeting held following any adjournment of any suchMeeting, which is set out in paragraph 4 of "Voting and Quorum" below. Havingregard to such requirements, Debentureholders are strongly urged either toattend the Meeting or to take steps to be represented at the Meeting, asreferred to below, as soon as possible. Voting and Quorum Debentureholders who have submitted and not revoked a valid Instructioninstructing an Existing Paying Agent or the Registrar to appoint theAdministrative Agent as their proxy to vote in favour of the ExtraordinaryResolution to be proposed at the Meeting and any meeting held following anyadjournment of any such Meeting need take no further action to be represented atthe Meeting or any such adjourned meeting. Debentureholders who have notsubmitted or have submitted and subsequently revoked an Instruction should takenote of the provisions set out below detailing how such Debentureholders canattend or take steps to be represented at the Meeting. 1. Debentureholder attendance: A holder of Existing 2028Debentures in bearer form (Bearer Existing 2028 Debentures and BearerDebentureholders, respectively) wishing to attend and vote at the Meeting inperson must produce at such Meeting his or her Bearer Existing 2028 Debenturesin definitive form or a valid voting certificate or valid voting certificatesissued by an Existing Paying Agent relating to such Bearer Existing 2028Debenture(s) in respect of which he or she wishes to vote. A holder of Existing2028 Debentures in registered form (Registered Existing 2028 Debentures andRegistered Debentureholders, respectively) wishing to attend and vote at theMeeting in person must produce at such Meeting either, in the case of anindividual holder, his or her Registered Existing 2028 Debentures in definitiveform or, in the case of a corporate holder, a duly approved resolution of thegoverning body of such corporation authorising such person to act as thecorporation's representative, together in each case with satisfactory evidenceof identity. 2. Appointment of proxies: A Bearer Debentureholder notwishing to attend and vote at the Meeting in person may deliver his or herBearer Existing 2028 Debenture(s) or valid voting certificate(s) in respect ofsuch Bearer Existing 2028 Debentures to the person whom he or she wishes toattend on his or her behalf or give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. A Registered Debentureholder not wishing to attend and vote at the Meeting inperson may deliver to the Registrar an instrument in writing (a Form of Proxy)signed by the holder (or, in the case of a corporation, executed under itscommon seal or signed on its behalf by an attorney or a duly authorised officerof the corporation) appointing a proxy to act on his or its behalf in connectionwith the Meeting and any such adjourned Meeting. A Form of Proxy may beobtained from the specified office of the Registrar not later than 48 hours(being a period of 48 hours including all or part of two days upon which banksare open for business in London (disregarding for this purpose the day uponwhich the Meeting is to be held) and such period shall be extended by one periodor, to the extent necessary, more periods of 24 hours until there is included asaforesaid all or part of two days upon which banks are open for business inLondon) (48 hours)) before the time fixed for the Meeting. In the case of Registered Debentureholders, not less than 48 hours before thetime fixed for the Meeting or any adjourned Meeting, the form of proxy and (ifrequired by the Company or the Trustee) the power of attorney or other authority(if any) under which it is signed or a notarially certified or office copy ofsuch power of attorney must be deposited at the office of the Registrarspecified below. 3. Deposit of Bearer Existing 2028 Debentures, votingcertificates and block voting instructions: The Bearer Existing 2028 Debenturesmay, not less than 48 hours before the time fixed for the Meeting or any meetingheld following any adjournment of any such Meeting, be deposited with anyExisting Paying Agent or (to its satisfaction) held to its order or under itscontrol for the purpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) instructing such Existing Paying Agent to complete a blockvoting instruction in respect of such Bearer Existing 2028 Debentures appointinga proxy to attend and vote at the Meeting or any adjourned Meeting in accordancewith the instructions of the relevant Bearer Debentureholder. A BearerDebentureholder will need to give such voting instructions (such votinginstructions being neither revocable nor capable of amendment by theDebentureholder during the period commencing 48 hours prior to the time forwhich the Meeting or any adjourned Meeting is convened and ending at theconclusion or adjournment of such Meeting or adjourned Meeting) in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg (if the relevantExisting 2028 Debentures are held in either such clearing system) or on a votinginstruction form obtainable from the specified office of the relevant ExistingPaying Agent, to any Existing Paying Agent, not less than 48 hours before thetime fixed for the Meeting or any adjourned Meeting, to enable such ExistingPaying Agent to complete the block voting instruction. Bearer Existing 2028 Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing 2028Debentures in respect of which a voting certificate has been issued, until thefirst to occur of: (a) the conclusion of the Meeting specified in such certificateor any meeting held following any adjournment of any such Meeting (whichever isthe later); and (b) the surrender of the certificate to the Existing Paying Agentwho issued the certificate; (ii) Block voting instructions: in the case of Bearer Existing2028 Debentures in respect of which a block voting instruction has been issued,until the first to occur of: (a) the conclusion of the Meeting specified in such block votinginstruction or any meeting held following any adjournment of any such Meeting(whichever is the later); and (b) the surrender to the relevant Existing Paying Agent not lessthan 48 hours before the time for which such Meeting or adjourned Meeting isconvened of the receipt issued by such Existing Paying Agent in respect of eachsuch deposited Bearer 2028 Debenture which is to be released or the Bearer 2028Debenture(s) ceasing with the agreement of the relevant Existing Paying Agent tobe held to its order or under its control and the giving of notice from therelevant Existing Paying Agent to the Company of the necessary amendment to theblock voting instruction. A holder whose Bearer Existing 2028 Debentures are held on behalf of Euroclearand/or Clearstream, Luxembourg who wishes to obtain a voting certificate or givea voting instruction instructing an Existing Paying Agent to appoint a proxy toattend and vote at the Meeting on his or her behalf should not less than 48hours before the time appointed for the holding of the Meeting and within therelevant time limit specified by Euroclear and/or Clearstream, Luxembourg, asthe case may be, request the relevant Clearing System to block his or her BearerExisting 2028 Debentures in his or her own account and hold the same to theorder or under the control of an Existing Paying Agent. A holder whose Bearer Existing 2028 Debentures have been so blocked will thus beable to obtain a voting certificate from, or procure that a voting instructionis given in accordance with the procedures of, Euroclear or Clearstream,Luxembourg to an Existing Paying Agent. Existing 2028 Debentures so blockedwill be released in accordance with the procedures set out above and inaccordance with the procedures of Euroclear and/or Clearstream, Luxembourg, asthe case may be. 4. Quorum requirements: The quorum required at the Meetingshall be one or more persons present holding Existing 2028 Debentures or votingcertificates or being proxies or representatives and holding or representing inthe aggregate not less than a clear majority in nominal amount of the Existing2028 Debentures for the time being outstanding. At any adjourned Meeting, thequorum required shall be one or more persons present holding Existing 2028Debentures or voting certificates or being proxies or representatives (whateverthe nominal amount of the Existing 2028 Debentures so held or represented bythem). 5. Adjournment: If within five minutes (or such longer periodnot exceeding twenty minutes as the Chairman may decide) after the timeappointed for any such Meeting, a quorum is not present, such meeting shallstand adjourned to such a day (not being less than ten nor more thantwenty-eight days thereafter), time and place as may be appointed by theChairman. 6. Voting by show of hands or poll: Every question submittedto each Meeting shall be decided in the first instance by a show of hands unlessa poll is (before or on the declaration of the result of the show of hands)demanded by the Chairman or by two or more persons present holding Existing 2028 Debentures or voting certificates or being proxies or representatives (whateverthe nominal amount of the Existing 2028 Debentures so held or represented bythem) or by one or more persons representing by proxy at least one-twentieth ofthe nominal amount of the Existing 2028 Debentures for the time beingoutstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Debentureholder or as a holder of a voting certificateor as a proxy or as a representative. 7. Representation of vote: On a show of hands every person whois present in person and produces a Bearer Existing 2028 Debenture or votingcertificate or is a holder of Registered Existing 2028 Debentures or is a proxyor representative shall have one vote. On a poll every person who is so presentshall have one vote in respect of each £1 in nominal amount of Existing 2028Debentures so produced or represented by the voting certificate so produced orin respect of which such person is a proxy or representative or in respect ofwhich such person is the Debentureholder. 8. Voting majority requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the persons voting thereat upon a show of hands or if apoll is duly demanded then by a majority consisting of not less thanthree-fourths of the votes given on such poll. If passed, the ExtraordinaryResolution shall be binding upon all Debentureholders, whether present or notpresent at the Meeting at which it is passed and whether or not voting and uponall Couponholders (as defined in the Trust Deed). This Notice is given by The British Land Company PLC. Debentureholders should contact the following for further information: Any of the Solicitation Agents: The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 207085 3205. UBS Investment Bank at 100 Liverpool Street, London EC2M 2RH, Tel: +44 (0) 207567 7480. The Administrative Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by email [email protected]. The Principal Paying Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by email [email protected]. The Registrar: Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU. Dated: 21 July 2006. THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £250,000,000 8 7/8per cent. First Mortgage Debenture Stock due 2035 (the Existing 2035 Debentures) (ISIN: XS0060174520/GB0001302867) issued by The British Land Company PLC (the Company) (incorporated with limited liability in England and Wales with registered number 621920) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule tothe trust deed dated 6 October 1995 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing 2035 Debentures and made betweenthe Company, the Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting 2035 Debentures (the Debentureholders) has been convened by the Companyand will be held at the offices of Simmons & Simmons, Citypoint, One RopemakerStreet, London EC2Y 9SS on 21 August 2006 at 11:15 a.m. London time or as soonafter such time as the meeting of the holders of the £200,000,000 9 3/8 percent. First Mortgage Debenture Stock due 2028 issued by the Company, convenedfor 11:00 a.m. on the same day, shall have concluded or been adjourned, for thepurpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £250,000,000 8 7/8percent. First Mortgage Debenture Stock due 2035 (the Existing 2035 Debentures) ofThe British Land Company PLC (the Company) constituted by a trust deed dated 6October 1995 (as amended and supplemented from time to time, the Trust Deed)made between the Company, the Charging Companies (as defined in the Trust Deed)and Royal Exchange Trust Company Limited (the Trustee) as trustee for theholders of the Existing 2035 Debentures hereby: (A) (subject to paragraph (G) of this Extraordinary Resolution) assents tothe modification of the terms and conditions (the Conditions) of the Existing2035 Debentures by the addition of a new Condition 6(h) giving the Company theright to redeem all of the Existing 2035 Debentures, other than those to whichthe Retention Option applies, at an amount for each £1,000 in principal amountof the Existing 2035 Debentures equal to the Existing Debenture Price, plusAccrued Interest, by the issue of New 2035 Debentures and payment of a cashamount (or solely by payment of cash), all as provided in and subject to theterms of and in accordance with the relevant Proposal, on giving not less than 2nor more than 7 Business Days' notice to Debentureholders by issuing anannouncement of redemption (the Announcement) via an RIS at any time not laterthan two Business Days after the Longstop Date, the redemption in accordancewith the Announcement to be conditional on the New 2035 Debentures beingadmitted to official listing on the Gilt Edged and Fixed Income Market of theLondon Stock Exchange, subject only to the issue of the New 2035 Debentures. If the condition relating to the listing of the New 2035 Debentures is notsatisfied on or before the expiry of the notice period specified in theAnnouncement, the redemption of the Existing 2035 Debentures shall becomeincapable of becoming unconditional and, accordingly, no redemption of theExisting 2035 Debentures shall occur pursuant to new Condition 6(h). TheCompany will issue a further announcement via an RIS on the expiry of the noticeperiod specified in the Announcement to inform the holders of the Existing 2035Debentures, other than those to which the Retention Option applies, whether theExisting 2035 Debentures will be redeemed in accordance with new Condition 6(h). (B) (subject to paragraph (G) of this Extraordinary Resolution) assents tothe further modifications of the Trust Deed and the Conditions of the Existing2035 Debentures as set out in the draft of the supplemental trust deed producedto this meeting and signed by the chairman of the meeting for the purpose ofidentification, with such amendments, if any, requested by the Company andapproved by the Trustee in its sole discretion or required by the Trustee (theComposite Supplemental Trust Deed); (C) (subject to paragraph (G) of this Extraordinary Resolution)authorises, directs and requests the Trustee to take all such action as may berequired to release and discharge the security granted over any and all assetssecured in favour of the Trustee as security directly or indirectly in respectof the Existing 2035 Debentures (including, without limitation, at the cost ofthe Company, executing and delivering to the Company such security releasedocument as may be reasonably required by the Company in connection therewith)on and subject to satisfaction of the following conditions: (a) the issue and delivery of the Replacement Debentures by theCompany; (b) the UK Listing Authority confirming that (subject to theirbeing issued) the New Debentures will be admitted to the Official List and theLondon Stock Exchange confirming that (subject to the Replacement Debenturesbeing issued) the New Debentures will be admitted to trading on its Gilt Edgedand Fixed Income Market, in each case on or around the Settlement Date; and (c) execution and delivery by the Company of the CompositeSupplemental Trust Deed, pursuant to which the Company will grant certainsecurity for the benefit of (pari passu and without preference or priorityamongst them), amongst others, the Existing 2035 Debentureholders and the NewDebentureholders. (D) (subject to paragraph (G) of this Extraordinary Resolution)authorises, directs, requests and empowers the Trustee to: (a) concur in and execute the Composite Supplemental Trust Deedto effect the modifications referred to in paragraphs (A) and (B) of thisExtraordinary Resolution; and (b) concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary, desirable or expedient inthe sole opinion of the Trustee to carry out and give effect to thisExtraordinary Resolution and the relevant Proposal; (E) (subject to paragraph (G) of this Extraordinary Resolution) sanctionsand approves every modification, abrogation, variation or compromise of, orarrangement in respect of, the rights of Debentureholders necessary to giveeffect to this Extraordinary Resolution and the relevant Proposal (whether ornot the rights arise under the Trust Deed) and assents to every modification,variation or abrogation of the Conditions (as defined in the Trust Deed) of theExisting 2035 Debentures and/or the provisions contained in the Trust Deedinvolved in or inherent in or effected by the implementation of thisExtraordinary Resolution and the relevant Proposal; (F) discharges and exonerates the Trustee from any liability in respect ofany act or omission for which it may have become responsible under the TrustDeed and/or the Existing 2035 Debentures in connection with this ExtraordinaryResolution; (G) declares that this Extraordinary Resolution shall be in all respectsconditional on the following conditions being satisfied or, if capable of beingwaived by the Company in accordance with the provisions of the ConsentSolicitation Document published by the Company and BL Universal PLC on 21 July2006 (the Document), waived: (a) the requisite majority of holders of the Existing 2028Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing 2028 Debentures, the requisite majority of such holders votingin favour of the extraordinary resolution proposed at any such further meetingand any conditions to that extraordinary resolution being satisfied or (ifcapable of waiver) waived); (b) the requisite majority of holders of the Existing First 2019/2024 Debentures voting in favour of the relevant Extraordinary Resolution at theMeeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing First 2019/2024 Debentures, the requisite majority of suchholders voting in favour of the extraordinary resolution proposed at any suchfurther meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); (c) the requisite majority of holders of the Existing Second 2019/2024 Debentures voting in favour of the relevant Extraordinary Resolution atthe Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by the Company to consider the same or alternative proposals in respectof the Existing Second 2019/2024 Debentures, the requisite majority of suchholders voting in favour of the extraordinary resolution proposed at any suchfurther meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); (d) the requisite majority of holders of the Existing BLUDebentures voting in favour of the relevant Extraordinary Resolution at thecombined Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing BLU Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (e) the requisite majority of holders of the Existing 2011Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2011 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); (f) the requisite majority of holders of the Existing 2020Debentures voting in favour of the relevant Extraordinary Resolution at theseparate Meeting at which such holders are asked to consider such ExtraordinaryResolution and any conditions to such Extraordinary Resolution (save to theextent specified in such Extraordinary Resolution) having been satisfied or (ifcapable of waiver) waived (or, where a further meeting or meetings is or areconvened by BL Universal PLC to consider the same or alternative proposals inrespect of the Existing 2020 Debentures, the requisite majority of such holdersvoting in favour of the extraordinary resolution proposed at any such furthermeeting and any conditions to such extraordinary resolution being satisfied or(if capable of waiver) waived); and (H) acknowledges that capitalised terms used in this ExtraordinaryResolution and not otherwise defined shall have the same meanings given to themin the Document, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enablingDebentureholders to consider the proposals outlined in the Consent SolicitationDocument published by the Company and BL Universal PLC on 21 July 2006 (theDocument) and resolve, if they think fit, to pass the Extraordinary Resolutionproposed in relation to the Existing 2035 Debentures. Capitalised terms used inthis Notice and not otherwise defined shall have the meanings given to them inthe Document, unless the context otherwise requires. The Trustee has not been involved in the formulation of the Proposals outlinedin the Document or the Extraordinary Resolution and, in accordance with normalpractice, expresses no opinion on the merits of those Proposals or on theExtraordinary Resolution or on whether Debentureholders would be acting inDebentureholders' best interests in approving them, and nothing in this Noticeshould be construed as a recommendation to Debentureholders from the Trustee tovote in favour of, or against, the Extraordinary Resolution. Debentureholdersshould take their own independent financial advice on the merits and on theconsequences of voting in favour of the Extraordinary Resolution, including anytax consequences. However, on the basis of the information contained in theDocument, the Trustee has authorised the Company to state that the Trustee hasno objection to the Extraordinary Resolution being put to Debentureholders fortheir consideration. General Copies of the Document are available for collection by Debentureholders at thespecified office of the Principal Paying Agent and the Registrar and at thespecified office of each of the Solicitation Agents in each case as set outbelow, on and after the date of this Notice and will be available at theMeeting. A Debentureholder will be required to produce evidence satisfactory tothe Principal Paying Agent or the Registrar or the relevant Solicitation Agentas to his or her status as a Debentureholder before being permitted to collect acopy of the Document. Copies of (i) the Trust Deed, this Notice and theDocument; (ii) the current draft of the Composite Supplemental Trust Deedreferred to in the Extraordinary Resolution and certain other documents asspecified in the Document are, on and from 21 July 2006, available forinspection by the Debentureholders at the specified office of each of theSolicitation Agents and the Principal Paying Agent and the Registrar duringnormal business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) up to and including the Expiration Date. Revised versions of any draftdocuments described in (ii) above will be available as set out above (marked toindicate changes to the draft made available on 21 July 2006) no later than twoBusiness Days before the date of the Meeting and at the Meeting. Any suchrevised document made available as set out above will supersede the previousdraft of such document and Debentureholders will be deemed to have notice of anychanges. The attention of Debentureholders is particularly drawn to the quorum requiredfor the Meeting and for any meeting held following any adjournment of any suchMeeting, which is set out in paragraph 4 of "Voting and Quorum" below. Havingregard to such requirements, Debentureholders are strongly urged either toattend the Meeting or to take steps to be represented at the Meeting, asreferred to below, as soon as possible. Voting and Quorum Debentureholders who have submitted and not revoked a valid Instructioninstructing an Existing Paying Agent or the Registrar to appoint theAdministrative Agent as their proxy to vote in favour of the ExtraordinaryResolution to be proposed at the Meeting and any meeting held following anyadjournment of any such Meeting need take no further action to be represented atthe Meeting or any such adjourned meeting. Debentureholders who have notsubmitted or have submitted and subsequently revoked an Instruction should takenote of the provisions set out below detailing how such Debentureholders canattend or take steps to be represented at the Meeting. 1. Debentureholder attendance: A holder of Existing 2035Debentures in bearer form (Bearer Existing 2035 Debentures and BearerDebentureholders, respectively) wishing to attend and vote at the Meeting inperson must produce at such Meeting his or her Bearer Existing 2035 Debenturesin definitive form or a valid voting certificate or valid voting certificatesissued by an Existing Paying Agent relating to such Bearer Existing 2035Debenture(s) in respect of which he or she wishes to vote. A holder of Existing2035 Debentures in registered form (Registered Existing 2035 Debentures andRegistered Debentureholders, respectively) wishing to attend and vote at theMeeting in person must produce at such Meeting either, in the case of anindividual holder, his or her Registered Existing 2035 Debentures in definitiveform or, in the case of a corporate holder, a duly approved resolution of thegoverning body of such corporation authorising such person to act as thecorporation's representative, together in each case with satisfactory evidenceof identity. 2. Appointment of proxies: A Bearer Debentureholder notwishing to attend and vote at the Meeting in person may deliver his or herBearer Existing 2035 Debenture(s) or valid voting certificate(s) in respect ofsuch Bearer Existing 2035 Debentures to the person whom he or she wishes toattend on his or her behalf or give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. A Registered Debentureholder not wishing to attend and vote at the Meeting inperson may deliver to the Registrar an instrument in writing (a Form of Proxy)signed by the holder (or, in the case of a corporation, executed under itscommon seal or signed on its behalf by an attorney or a duly authorised officerof the corporation) appointing a proxy to act on his or its behalf in connectionwith the Meeting and any such adjourned Meeting. A Form of Proxy may beobtained from the specified office of the Registrar not later than 48 hours(being a period of 48 hours including all or part of two days upon which banksare open for business in London (disregarding for this purpose the day uponwhich the Meeting is to be held) and such period shall be extended by one periodor, to the extent necessary, more periods of 24 hours until there is included asaforesaid all or part of two days upon which banks are open for business inLondon) (48 hours)) before the time fixed for the Meeting. In the case of Registered Debentureholders, not less than 48 hours before thetime fixed for the Meeting or any adjourned Meeting, the form of proxy and (ifrequired by the Company or the Trustee) the power of attorney or other authority(if any) under which it is signed or a notarially certified or office copy ofsuch power of attorney must be deposited at the office of the Registrarspecified below. 3. Deposit of Bearer Existing 2035 Debentures, votingcertificates and block voting instructions: The Bearer Existing 2035 Debenturesmay, not less than 48 hours before the time fixed for the Meeting or any meetingheld following any adjournment of any such Meeting, be deposited with anyExisting Paying Agent or (to its satisfaction) held to its order or under itscontrol for the purpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) instructing such Existing Paying Agent to complete a blockvoting instruction in respect of such Bearer Existing 2035 Debentures appointinga proxy to attend and vote at the Meeting or any adjourned Meeting in accordancewith the instructions of the relevant Bearer Debentureholder. A BearerDebentureholder will need to give such voting instructions (such votinginstructions being neither revocable nor capable of amendment by theDebentureholder during the period commencing 48 hours prior to the time forwhich the Meeting or any adjourned Meeting is convened and ending at theconclusion or adjournment of such Meeting or adjourned Meeting) in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg (if the relevantExisting 2035 Debentures are held in either such clearing system) or on a votinginstruction form obtainable from the specified office of the relevant ExistingPaying Agent, to any Existing Paying Agent, not less than 48 hours before thetime fixed for the Meeting or any adjourned Meeting, to enable such ExistingPaying Agent to complete the block voting instruction. Bearer Existing 2035 Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing 2035Debentures in respect of which a voting certificate has been issued, until thefirst to occur of: (a) the conclusion of the Meeting specified in such certificateor any meeting held following any adjournment of any such Meeting (whichever isthe later); and (b) the surrender of the certificate to the Existing Paying Agentwho issued the certificate; (ii) Block voting instructions: in the case of Bearer Existing2035 Debentures in respect of which a block voting instruction has been issued,until the first to occur of: (a) the conclusion of the Meeting specified in such block votinginstruction or any meeting held following any adjournment of any such Meeting(whichever is the later); and (b) the surrender to the relevant Existing Paying Agent not lessthan 48 hours before the time for which such Meeting or adjourned Meeting isconvened of the receipt issued by such Existing Paying Agent in respect of eachsuch deposited Bearer 2035 Debenture which is to be released or the Bearer 2035Debenture(s) ceasing with the agreement of the relevant Existing Paying Agent tobe held to its order or under its control and the giving of notice from therelevant Existing Paying Agent to the Company of the necessary amendment to theblock voting instruction. A holder whose Bearer Existing 2035 Debentures are held on behalf of Euroclearand/or Clearstream, Luxembourg who wishes to obtain a voting certificate or givea voting instruction instructing an Existing Paying Agent to appoint a proxy toattend and vote at the Meeting on his or her behalf should not less than 48hours before the time appointed for the holding of the Meeting and within therelevant time limit specified by Euroclear and/or Clearstream, Luxembourg, asthe case may be, request the relevant Clearing System to block his or her BearerExisting 2035 Debentures in his or her own account and hold the same to theorder or under the control of an Existing Paying Agent. A holder whose Bearer Existing 2035 Debentures have been so blocked will thus beable to obtain a voting certificate from, or procure that a voting instructionis given in accordance with the procedures of, Euroclear or Clearstream,Luxembourg to an Existing Paying Agent. Existing 2035 Debentures so blockedwill be released in accordance with the procedures set out above and inaccordance with the procedures of Euroclear and/or Clearstream, Luxembourg, asthe case may be. 4. Quorum requirements: The quorum required at the Meetingshall be one or more persons present holding Existing 2035 Debentures or votingcertificates or being proxies or representatives and holding or representing inthe aggregate not less than two-thirds in nominal amount of the Existing 2035Debentures for the time being outstanding. At any adjourned Meeting, the quorumrequired shall be one or more persons present holding Existing 2035 Debenturesor voting certificates or being proxies or representatives and holding orrepresenting in the aggregate not less that one-third in nominal amount of theExisting 2035 Debentures. 5. Adjournment: If within five minutes (or such longer periodnot exceeding twenty minutes as the Chairman may decide) after the timeappointed for any such Meeting, a quorum is not present, such meeting shallstand adjourned to such a day (not being less than ten nor more thantwenty-eight days thereafter), time and place as may be appointed by theChairman. 6. Voting by show of hands or poll: Every question submittedto each Meeting shall be decided in the first instance by a show of hands unlessa poll is (before or on the declaration of the result of the show of hands)demanded by the Chairman or by two or more persons present holding Existing 2035 Debentures or voting certificates or being proxies or representatives (whateverthe nominal amount of the Existing 2035 Debentures so held or represented bythem) or by one or more persons representing by proxy at least one-twentieth ofthe nominal amount of the Existing 2035 Debentures for the time beingoutstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Debentureholder or as a holder of a voting certificateor as a proxy or as a representative. 7. Representation of vote: On a show of hands every person whois present in person and produces a Bearer Existing 2035 Debenture or votingcertificate or is a holder of Registered Existing 2035 Debentures or is a proxyor representative shall have one vote. On a poll every person who is so presentshall have one vote in respect of each £1 in nominal amount of Existing 2035Debentures so produced or represented by the voting certificate so produced orin respect of which such person is a proxy or representative or in respect ofwhich such person is the Debentureholder. 8. Voting majority requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the persons voting thereat upon a show of hands or if apoll is duly demanded then by a majority consisting of not less thanthree-fourths of the votes given on such poll. If passed, the ExtraordinaryResolution shall be binding upon all Debentureholders, whether present or notpresent at the Meeting at which it is passed and whether or not voting and uponall Couponholders (as defined in the Trust Deed). This Notice is given by The British Land Company PLC. Debentureholders should contact the following for further information: Any of the Solicitation Agents: The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 207085 3205. UBS Investment Bank at 100 Liverpool Street, London EC2M 2RH, Tel: +44 (0) 207567 7480. The Administrative Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by email [email protected]. The Principal Paying Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by email [email protected]. The Registrar: Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU. Dated: 21 July 2006. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
British Land04LL.L