21st Jul 2006 18:34
BL Universal 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. £100,000,000 6 3/4per cent. First Mortgage Debenture Bonds due 2011 (the Existing 2011 Debentures) (ISIN: XS0085945623/GB0002648177) issued by BL Universal PLC (BLU)(incorporated with limited liability in England and Wales with registered number 324647) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule tothe trust deed dated 31 March 1998 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing 2011 Debentures and made betweenBLU, the Original Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting 2011 Debentures (the Debentureholders) has been convened by BLU andwill be held at the offices of Simmons & Simmons, Citypoint, One RopemakerStreet, London EC2Y 9SS on 21 August 2006 at 12:15 p.m. London time, or as soonafter such time as the combined meeting of the Debentureholders and the£200,000,000 6 3/4 per cent. First Mortgage Debenture Bonds due 2020 issued byBLU convened for 12:00 noon on the same day, shall have concluded or beenadjourned for the purpose of considering and, if thought fit, passing thefollowing resolution which will be proposed as an Extraordinary Resolution inaccordance with the provisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £100,000,000 6 3/4per cent.First Mortgage Debenture Bonds due 2011 (the Existing 2011 Debentures) of BLUniversal PLC (BLU) constituted by a trust deed dated 31 March 1998 (as amendedand supplemented from time to time, the Trust Deed) made between BLU, theOriginal Charging Companies (as defined in the Trust Deed) and Royal ExchangeTrust Company Limited (the Trustee) as trustee for the holders of the Existing2011 Debentures hereby: (A) (subject to paragraph (E) of this Extraordinary Resolution) assents tothe modification of the Trust Deed and the Conditions to amend the provisions ofCondition 6(b) as provided in the relevant Proposal and as further set out inthe draft of the supplemental trust deeds produced to this meeting and signed bythe chairman of the meeting for the purpose of identification, with suchamendments, if any, requested by BLU and approved by the Trustee in its solediscretion or required by the Trustee (the Supplemental Trust Deeds); (B) (subject to paragraph (E) of this Extraordinary Resolution)authorises, directs, requests and empowers the Trustee to: (a) concur in and execute the Supplemental Trust Deeds; and (b) concur in, approve, 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 of the Existing 2011 Debentures and/orthe provisions contained in the Trust Deed involved in or inherent in oreffected by the implementation of this Extraordinary Resolution and the relevantProposal; (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 2011 Debentures in connection with this ExtraordinaryResolution; (E) declares that this Extraordinary Resolution shall be in all respectsconditional on the following conditions being satisfied or, if capable of beingwaived by BLU in accordance with the provisions of the Consent SolicitationDocument published by the British Land Company PLC and BLU on 21 July 2006 (theDocument), 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing 2028 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing 2035 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing First 2019/2024 Debentures, the requisitemajority of such holders voting in favour of the extraordinary resolutionproposed at any such further meeting and any conditions to that extraordinaryresolution being satisfied or (if capable of waiver) waived); (d) 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing Second 2019/2024 Debentures, the requisitemajority of such holders voting in favour of the extraordinary resolutionproposed at any such further meeting and any conditions to that extraordinaryresolution being satisfied or (if capable of waiver) waived); (e) the requisite majority of holders of the Existing BLUDebentures voting in favour of the relevant Extraordinary Resolution at thecombined Meeting of the holders of the Existing BLU Debentures at which suchholders are asked to consider such Extraordinary Resolution and any conditionsto such Extraordinary Resolution (save to the extent specified in suchExtraordinary Resolution) having been satisfied or (if capable of waiver) waived(or, where a further meeting or meetings is or are convened by BLU to considerthe same or alternative proposals in respect of the Existing BLU Debentures, therequisite majority of such holders voting in favour of the extraordinaryresolution proposed at any such further meeting and any conditions to thatextraordinary 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 BLU to consider the same or alternative proposals in respect of theExisting 2020 Debentures, the requisite majority of such holders voting infavour of the extraordinary resolution proposed at any such further meeting andany conditions to that extraordinary resolution being satisfied or (if capableof 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." BLU has convened the Meetings for the purpose of enabling Debentureholders toconsider the proposals outlined in the Consent Solicitation Document publishedby The British Land Company PLC and BLU on 21 July 2006 (the Document) andresolve, if they think fit, to pass the Extraordinary Resolution proposed inrelation to the Existing 2011 Debentures. Capitalised terms used in this Noticeand not otherwise defined shall have the meanings given 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 BLU to state that the Trustee has noobjection 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; and (ii) the current draft of the supplemental trust deeds referred toin the Extraordinary Resolutions 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, thePrincipal Paying Agent and the Registrar during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) up to and includingthe Expiration Date. Revised versions of any draft documents described in (ii)above will be available as set out above (marked to indicate changes to thedrafts made available on 21 July 2006) no later than two Business Days beforethe date of the Meeting and at the Meeting. Any such revised document madeavailable as set out above will supersede the previous draft of such documentand Debentureholders will be deemed 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 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 2011Debentures in bearer form (Bearer Existing 2011 Debentures and BearerDebentureholders, respectively) wishing to attend and vote at the Meeting inperson must produce at such Meeting his or her Bearer Existing 2011 Debenturesin definitive form or a valid voting certificate or valid voting certificatesissued by an Existing Paying Agent relating to such Bearer Existing 2011Debenture(s) in respect of which he or she wishes to vote. A holder of Existing2011 Debentures in registered form (Registered Existing 2011 Debentures andRegistered Debentureholders, respectively) wishing to attend and vote at theMeetings in person must produce at such Meeting either, in the case of anindividual holder, his or her Registered Existing 2011 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 Meetings in person may deliver his or herBearer Existing 2011 Debenture(s) or valid voting certificate(s) in respect ofsuch Bearer Existing 2011 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 Meetings 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 are to be held) and such period shall be extended by oneperiod or, to the extent necessary, more periods of 24 hours until there isincluded as aforesaid all or part of two days upon which banks are open forbusiness in London) (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 BLU or the Trustee) the power of attorney or other authority (ifany) under which it is signed or a notarially certified or office copy of suchpower of attorney must be deposited at the office of the Registrar specifiedbelow. 3. Deposit of Bearer Existing 2011 Debentures, votingcertificates and block voting instructions: The Bearer Existing 2011 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 2011 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 the BearerDebentureholder 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 2011 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 2011 Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing 2011Debentures 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 Existing2011 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 2011 Debenture which is to be released or the Bearer 2011Debenture(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 BLU of the necessary amendment to theblock voting instruction. A holder whose Bearer Existing 2011 Debentures are held on behalf ofEuroclear and/or Clearstream, Luxembourg who wishes to obtain a votingcertificate or give a voting instruction instructing an Existing Paying Agent toappoint a proxy to attend and vote at the Meeting on his or her behalf shouldnot less than 48 hours before the time appointed for the holding of the Meetingand within the relevant time limit specified by Euroclear and/or Clearstream,Luxembourg, as the case may be, request the relevant Clearing System to blockhis or her Bearer Existing 2011 Debentures in his or her own account and holdthe same to the order or under the control of an Existing Paying Agent. A holder whose Bearer Existing 2011 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 2011 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 separateMeeting of the holders of the Existing 2011 Debentures shall be one or morepersons present holding Existing 2011 Debentures or voting certificates or beingproxies or representatives and holding or representing in the aggregate not lessthan two-thirds in nominal amount of the Existing 2011 Debentures for the timebeing outstanding. At any adjourned such Meeting, the quorum required shall beone or more persons present holding Existing 2011 Debentures or votingcertificates or being proxies or representatives and holding or representing inthe aggregate not less than one-third of the nominal amount of the Existing 2011Debentures for the time being outstanding. 5. Adjournment: If within fifteen minutes (or such longerperiod not exceeding thirty 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 13 clear days nor more than42 clear days thereafter), time and place as may be appointed by the Chairmanand approved by the Trustee. 6. Voting by show of hands or poll: Every question submittedto the separate Meeting of the holders of the Existing 2011 Debentures shall bedecided in the first instance by a show of hands unless a poll is (before or onthe declaration of the result of the show of hands) demanded by the Chairman orby one or more persons present holding Existing 2011 Debentures or votingcertificates or being proxies or representatives (whatever the nominal amount ofthe Existing 2011 Debentures so held or represented by them). 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 2011 Debenture or votingcertificate or is a holder of Registered Existing 2011 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 2011Debentures 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 Existing 2011 Debentureholders, whetherpresent or not present at the Meeting at which it is passed and whether or notvoting and upon all Couponholders (as defined in the Trust Deed). This Notice is given by BL Universal 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 Forms of Notices and Extraordinary Resolutions TC "Annex 2 - Forms of Noticesand Extraordinary Resolutions" /f C /l "1" 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 6 3/4per cent. First Mortgage Debenture Bonds due 2020 (the Existing 2020 Debentures) (ISIN: XS0085945037/GB0002647542) issued by BL Universal PLC (BLU) (incorporated with limited liability in England and Wales with registered number 324647) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule tothe trust deed dated 31 March 1998 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing 2020 Debentures and made betweenBLU, the Original Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting 2020 Debentures (the Debentureholders) has been convened by BLU andwill be held at the offices of Simmons & Simmons, Citypoint, One RopemakerStreet, London EC2Y 9SS on 21 August 2006 at 12:30 p.m. London time, or as soonafter such time as the meeting of the £100,000,000 6 3/4 per cent. FirstMortgage Debenture Bonds due 2011 issued by BLU convened for 12:15 p.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 £200,000,000 6 3/4per cent.First Mortgage Debenture Bonds due 2020 (the Existing 2020 Debentures) of BLUniversal PLC (BLU) constituted by a trust deed dated 31 March 1998 (as amendedand supplemented from time to time, the Trust Deed) made between BLU, theOriginal Charging Companies (as defined in the Trust Deed) and Royal ExchangeTrust Company Limited (the Trustee) as trustee for the holders of the Existing2020 Debentures hereby: (A) (subject to paragraph (E) of this Extraordinary Resolution) assents tothe modification of the Trust Deed and the Conditions to amend the provisions ofCondition 6(b) as provided in the relevant Proposal and as further set out inthe draft of the supplemental trust deeds produced to this meeting and signed bythe chairman of the meeting for the purpose of identification, with suchamendments, if any, requested by BLU and approved by the Trustee in its solediscretion or required by the Trustee (the Supplemental Trust Deeds); (B) (subject to paragraph (E) of this Extraordinary Resolution)authorises, directs, requests and empowers the Trustee to: (a) concur in and execute the Supplemental Trust Deeds; and (b) concur in, approve, 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 of the Existing 2020 Debentures and/orthe provisions contained in the Trust Deed involved in or inherent in oreffected by the implementation of this Extraordinary Resolution and the relevantProposal; (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 2020 Debentures in connection with this ExtraordinaryResolution; (E) declares that this Extraordinary Resolution shall be in all respectsconditional on the following conditions being satisfied or, if capable of beingwaived by BLU in accordance with the provisions of the Consent SolicitationDocument published by The British Land Company PLC and BLU on 21 July 2006 (theDocument), 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing 2028 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing 2035 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing First 2019/2024 Debentures, the requisitemajority of such holders voting in favour of the extraordinary resolutionproposed at any such further meeting and any conditions to that extraordinaryresolution being satisfied or (if capable of waiver) waived); (d) 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing Second 2019/2024 Debentures, the requisitemajority of such holders voting in favour of the extraordinary resolutionproposed at any such further meeting and any conditions to that extraordinaryresolution being satisfied or (if capable of waiver) waived); (e) the requisite majority of holders of the Existing BLUDebentures voting in favour of the relevant Extraordinary Resolution at thecombined Meeting of the holders of the Existing BLU Debentures at which suchholders are asked to consider such Extraordinary Resolution and any conditionsto such Extraordinary Resolution (save to the extent specified in suchExtraordinary Resolution) having been satisfied or (if capable of waiver) waived(or, where a further meeting or meetings is or are convened by BLU to considerthe same or alternative proposals in respect of the Existing BLU Debentures, therequisite majority of such holders voting in favour of the extraordinaryresolution proposed at any such further meeting and any conditions to thatextraordinary resolution being satisfied or (if capable of waiver) waived); (f) 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 BLU to consider the same or alternative proposals in respect of theExisting 2011 Debentures, the requisite majority of such holders voting infavour of the extraordinary resolution proposed at any such further meeting andany conditions to that extraordinary resolution being satisfied or (if capableof 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." BLU has convened the Meetings for the purpose of enabling Debentureholders toconsider the proposals outlined in the Consent Solicitation Document publishedby The British Land Company PLC and BLU on 21 July 2006 (the Document) andresolve, if they think fit, to pass the Extraordinary Resolution proposed inrelation to the Existing 2020 Debentures. Capitalised terms used in this Noticeand not otherwise defined shall have the meanings given 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 BLU to state that the Trustee has noobjection 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; and (ii) the current draft of the supplemental trust deed referred toin the Extraordinary Resolutions 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, thePrincipal Paying Agent and the Registrar during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) up to and includingthe Expiration Date. Revised versions of any draft documents described in (ii)above will be available as set out above (marked to indicate changes to thedrafts made available on 21 July 2006) no later than two Business Days beforethe date of the Meeting and at the Meeting. Any such revised document madeavailable as set out above will supersede the previous draft of such documentand Debentureholders will be deemed 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 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 2020Debentures in bearer form (Bearer Existing 2020 Debentures and BearerDebentureholders, respectively) wishing to attend and vote at the Meeting inperson must produce at such Meeting his or her Bearer Existing 2020 Debenturesin definitive form or a valid voting certificate or valid voting certificatesissued by an Existing Paying Agent relating to such Bearer Existing 2020Debenture(s) in respect of which he or she wishes to vote. A holder of Existing2020 Debentures in registered form (Registered Existing 2020 Debentures andRegistered Debentureholders, respectively) wishing to attend and vote at theMeetings in person must produce at such Meeting either, in the case of anindividual holder, his or her Registered Existing 2020 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 Meetings in person may deliver his or herBearer Existing 2020 Debenture(s) or valid voting certificate(s) in respect ofsuch Bearer Existing 2020 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 Meetings 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 are to be held) and such period shall be extended by oneperiod or, to the extent necessary, more periods of 24 hours until there isincluded as aforesaid all or part of two days upon which banks are open forbusiness in London) (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 BLU or the Trustee) the power of attorney or other authority (ifany) under which it is signed or a notarially certified or office copy of suchpower of attorney must be deposited at the office of the Registrar specifiedbelow. 3. Deposit of Bearer Existing 2020 Debentures, votingcertificates and block voting instructions: The Bearer Existing 2020 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 2020 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 the BearerDebentureholder 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 2020 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 2020 Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing 2020Debentures 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 Existing2020 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 2020 Debenture which is to be released or the Bearer 2020Debenture(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 BLU of the necessary amendment to theblock voting instruction. A holder whose Bearer Existing 2020 Debentures are held on behalf ofEuroclear and/or Clearstream, Luxembourg who wishes to obtain a votingcertificate or give a voting instruction instructing an Existing Paying Agent toappoint a proxy to attend and vote at the Meeting on his or her behalf shouldnot less than 48 hours before the time appointed for the holding of the Meetingand within the relevant time limit specified by Euroclear and/or Clearstream,Luxembourg, as the case may be, request the relevant Clearing System to blockhis or her Bearer Existing 2020 Debentures in his or her own account and holdthe same to the order or under the control of an Existing Paying Agent. A holder whose Bearer Existing 2020 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 2020 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 separateMeeting of the holders of the Existing 2020 Debentures shall be one or morepersons present holding Existing 2020 Debentures or voting certificates or beingproxies or representatives and holding or representing in the aggregate not lessthan two-thirds in nominal amount of the Existing 2020 Debentures for the timebeing outstanding. At any adjourned such Meeting, the quorum required shall beone or more persons present holding Existing 2020 Debentures or votingcertificates or being proxies or representatives and holding or representing inthe aggregate not less than one-third of the nominal amount of the Existing 2020Debentures for the time being outstanding. 5. Adjournment: If within fifteen minutes (or such longerperiod not exceeding thirty 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 13 clear days nor more than42 clear days thereafter), time and place as may be appointed by the Chairmanand approved by the Trustee. 6. Voting by show of hands or poll: Every question submittedto the separate Meeting of the holders of the Existing 2020 Debentures shall bedecided in the first instance by a show of hands unless a poll is (before or onthe declaration of the result of the show of hands) demanded by the Chairman orby one or more persons present holding Existing 2020 Debentures or votingcertificates or being proxies or representatives (whatever the nominal amount ofthe Existing 2020 Debentures so held or represented by them). 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 2020 Debenture or votingcertificate or is a holder of Registered Existing 2020 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 2020Debentures 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 Existing 2020 Debentureholders, whetherpresent or not present at the Meeting at which it is passed and whether or notvoting and upon all Couponholders (as defined in the Trust Deed). This Notice is given by BL Universal 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. £100,000,000 6 3/4per cent. First Mortgage Debenture Bonds due 2011 (the Existing 2011 Debentures) (ISIN: XS0085945623/GB000264177) and £200,000,000 6 3/4per cent. First Mortgage Debenture Bonds due 2020 (the Existing 2020 Debentures and, together with the Existing 2011 Debentures, the Existing BLU Debentures) (ISIN:XS0085945037/GB00026487542) issued by BL Universal PLC (the BLU) (incorporated with limited liability in England and Wales with registered number 324647) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule tothe trust deed dated 31 March 1998 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing BLU Debentures and made betweenBLU, the Original Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting BLU Debentures (the Debentureholders) has been convened by BLU and willbe held at the offices of Simmons & Simmons, Citypoint, One Ropemaker Street,London EC2Y 9SS on 21 August 2006 at 12:00 noon London time, or as soon aftersuch time as the meeting of the holders of the £20,381,170 11 3/8 per cent.First Mortgage Debenture Stock due 2019/24 issued by The British Land CompanyPLC, convened for 11:45 a.m. on the same day, shall have concluded or beenadjourned for the purpose of considering and, if thought fit, passing thefollowing resolution which will be proposed as an Extraordinary Resolution inaccordance with the provisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £100,000,000 6 3/4per cent.First Mortgage Debenture Bonds due 2011 (the Existing 2011 Debentures) and ofthe outstanding £200,000,000 6 3/4per cent. First Mortgage Debenture Bonds due2020 (the Existing 2020 Debentures and, together with the Existing 2011Debentures, the Existing BLU Debentures) of BL Universal PLC (BLU) constitutedby a trust deed dated 31 March 1998 (as amended and supplemented from time totime, the Trust Deed) made between BLU, the Original Charging Companies (asdefined in the Trust Deed) and Royal Exchange Trust Company Limited (theTrustee) as trustee for the holders of the Existing BLU Debentures hereby: (A) (subject to paragraph (G) of this Extraordinary Resolution) assents tothe modifications of the Trust Deed and the Conditions (other than anymodification to Condition 6(b)) of the Existing BLU Debentures as further setout in the draft of the supplemental trust deed produced to this meeting andsigned by the chairman of the meeting for the purpose of identification, withsuch amendments, if any, requested by BLU and approved by the Trustee in itssole discretion or required by the Trustee (the Composite Supplemental TrustDeed); (B) (subject to paragraph (G) of this Extraordinary Resolution) dischargesand exonerates the Trustee from any liability that it might otherwise incur bythe exercise of its power under Clause 2 of the Composite Supplemental TrustDeed to concur in the substitution of The British Land Company PLC in place ofBLU as principal debtor under the Trust Deed and in respect of the Existing BLUDebentures, subject to and in accordance with the relevant terms set out in theConsent Solicitation Document published by The British Land Company PLC and BLUon 21 July 2006 (the Document); (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 BLU Debentures (including, without limitation, at the cost ofBLU, executing and delivering to BLU such security release document as may bereasonably required by BLU in connection therewith) on and subject tosatisfaction of the following conditions: (a) the issue and delivery of the Replacement Debentures by TheBritish Land Company PLC; (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 British Land Company PLC of theComposite Supplemental Trust Deed, pursuant to which The British Land CompanyPLC will grant certain security for the benefit of (pari passu and withoutpreference or priority amongst them), amongst others, the Existing BLUDebentureholders and the New Debentureholders. (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 Deed;and (b) concur in, approve, 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 of the Existing BLU Debentures and/orthe provisions contained in the Trust Deed involved in or inherent in oreffected by the implementation of this Extraordinary Resolution and the relevantProposal; (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 BLU 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 BLU in accordance with the provisions of 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing 2028 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing 2035 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any conditions to that extraordinary resolution beingsatisfied or (if capable 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing First 2019/2024 Debentures, the requisitemajority of such holders voting in favour of the extraordinary resolutionproposed at any such further meeting and any conditions to that extraordinaryresolution being satisfied or (if capable of waiver) waived); (d) 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 British Land Company PLC to consider the same or alternativeproposals in respect of the Existing Second 2019/2024 Debentures, the requisitemajority of such holders voting in favour of the extraordinary resolutionproposed at any such further meeting and any conditions to that extraordinaryresolution being satisfied or (if capable of waiver) waived); (e) the requisite majority of holders of the Existing 2011Debentures voting in favour of the Extraordinary Resolution proposed at theseparate Meeting of the holders of the Existing 2011 Debentures at which suchholders are asked to consider such Extraordinary Resolution and any conditionsto such Extraordinary Resolution (save to the extent specified in suchExtraordinary Resolution) having been satisfied or (if capable of waiver) waived(or, where a further meeting or meetings is or are convened by BLU to considerthe same or alternative proposals in respect of the Existing 2011 Debentures,the requisite majority of such holders voting in favour of the extraordinaryresolution proposed at any such further meeting and any conditions to thatextraordinary resolution being satisfied or (if capable of waiver) waived); (f) the requisite majority of holders of the Existing 2020Debentures voting in favour of the Extraordinary Resolution proposed at theseparate Meeting of the holders of the Existing 2020 Debentures at which suchholders are asked to consider such Extraordinary Resolution and any conditionsto such Extraordinary Resolution (save to the extent specified in suchExtraordinary Resolution) having been satisfied or (if capable of waiver) waived(or, where a further meeting or meetings is or are convened by BLU to considerthe same or alternative proposals in respect of the Existing 2020 Debentures,the requisite majority of such holders voting in favour of the extraordinaryresolution proposed at any such further meeting and any conditions to thatextraordinary 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." BLU has convened the Meeting for the purpose of enabling Debentureholders toconsider the proposals outlined in the Consent Solicitation Document publishedby The British Land Company PLC and BLU on 21 July 2006 (the Document) andresolve, if they think fit, to pass the Extraordinary Resolution proposed inrelation to the Existing BLU Debentures. Capitalised terms used in this Noticeand not otherwise defined shall have the meanings given 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 BLU to state that the Trustee has noobjection 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; and (ii) the current draft of the supplemental trust deed referred toin the Extraordinary Resolutions 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 Principal Paying Agent and the Registrar during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) up to and includingthe Expiration Date. Revised versions of any draft document described in (ii)above will be available as set out above (marked to indicate changes to thedraft made available on 21 July 2006) no later than two Business Days before thedate of the Meeting and at the Meeting. Any such revised document madeavailable as set out above will supersede the previous draft of such documentand Debentureholders will be deemed 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 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 an 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 BLUDebentures in bearer form (Bearer Existing BLU Debentures and BearerDebentureholders, respectively) wishing to attend and vote at the Meeting inperson must produce at such Meeting his or her Bearer Existing BLU Debentures indefinitive form or a valid voting certificate or valid voting certificatesissued by an Existing Paying Agent relating to such Bearer Existing BLUDebenture(s) in respect of which he or she wishes to vote. A holder of ExistingBLU Debentures in registered form (Registered Existing BLU Debentures andRegistered Debentureholders, respectively) wishing to attend and vote at theMeetings in person must produce at such Meeting either, in the case of anindividual holder, his or her Registered Existing BLU 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 Meetings in person may deliver his or herBearer Existing BLU Debenture(s) or valid voting certificate(s) in respect ofsuch Bearer Existing BLU 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 Meetings 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 BLU or the Trustee) the power of attorney or other authority (ifany) under which it is signed or a notarially certified or office copy of suchpower of attorney must be deposited at the office of the Registrar specifiedbelow. 3. Deposit of Bearer Existing BLU Debentures, votingcertificates and block voting instructions: The Bearer Existing BLU 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 BLU 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 the BearerDebentureholder 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 BLU 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 BLU Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing BLUDebentures 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 ExistingBLU 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 BLU Debenture which is to be released or the Bearer BLUDebenture(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 BLU of the necessary amendment to theblock voting instruction. A holder whose Bearer Existing BLU Debentures are held on behalf ofEuroclear and/or Clearstream, Luxembourg who wishes to obtain a votingcertificate or give a voting instruction instructing an Existing Paying Agent toappoint a proxy to attend and vote at the Meeting on his or her behalf shouldnot less than 48 hours before the time appointed for the holding of the Meetingand within the relevant time limit specified by Euroclear and/or Clearstream,Luxembourg, as the case may be, request the relevant Clearing System to blockhis or her Bearer Existing BLU Debentures in his or her own account and hold thesame to the order or under the control of an Existing Paying Agent. A holder whose Bearer Existing BLU 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 BLU Debentures so blocked willbe released in accordance with the procedures set out above and in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg, as the case maybe. 4. Quorum requirements: The quorum required at the Meeting ofthe holders of the Existing BLU Debentures shall be one or more persons presentholding Existing BLU Debentures or voting certificates or being proxies orrepresentatives and holding or representing in the aggregate a clear majority innominal amount of the Existing BLU Debentures for the time being outstanding.At any adjourned such Meeting, the quorum required shall be one or more personspresent holding Existing BLU Debentures or voting certificates or being proxiesor representatives whatever the nominal amount of Existing BLU Debentures heldor represented by him or them. 5. Adjournment: If within fifteen minutes (or such longerperiod not exceeding thirty 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 13 clear days nor more than42 clear days thereafter), time and place as may be appointed by the Chairmanand approved by the Trustee. 6. Voting by show of hands or poll: Every question submittedto the Meeting of the holders of the Existing BLU Debentures shall be decided inthe first instance by a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by the Chairman or byone or more persons present holding Existing BLU Debentures or votingcertificates or being proxies or representatives (whatever the nominal amount ofthe Existing BLU Debentures so held or represented by them). 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 BLU Debenture or votingcertificate or is a holder of Registered Existing BLU 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 BLUDebentures 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 Existing BLU Debentureholders, whetherpresent or not present at the Meeting at which it is passed and whether or notvoting and upon all Couponholders (as defined in the Trust Deed). This Notice is given by BL Universal 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, 9Thomas More Street, London E1W 1YT, Tel: +44 (0) 20 7777 2650/5770 or by emailto [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:
04LL.LBritish Land