Land Securities : 2024 Notice of Annual General Meeting

LAND SECURITIES GROUP PLC

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

NOTICE OF ANNUAL GENERAL MEETING

THURSDAY, 11 JULY 2024 AT 2.30PM

80 Victoria Street, London SW1E 5JL

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action you should take, you should immediately consult

a stockbroker, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

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

The Notice of the Annual General Meeting of the Company to be held at 2.30pm on Thursday, 11 July 2024 at 80 Victoria Street, London SW1E 5JL is set out on pages 4-7 of this document.

CONTENTS

Letter from the Chair Notice and Resolutions Part I - Explanatory notes Part II - Shareholder notes

Part III - Summary of the Land Securities Group Omnibus Share Plan 2024 Appendix A - Directors' Biographies

Annual General Meeting

Land Securities Group PLC

80 Victoria Street

London SW1E 5JL

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London Victoria

Bus

Buses stop at or near London Victoria rail station. Please see Transport for London for details. (Many buses are adapted for wheelchair users.)

Underground

Victoria: Circle, District and Victoria lines. St James's

Park: Circle and District lines (The nearest exit for the Victoria line is Cardinal Place.)

Accessibility

The accessible entrance is at the front entrance to 80 Victoria Street with lifts available to access the first floor AGM space. More details on accessibility are detailed on page 17 of this notice.

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Land Securities Group PLC 100 Victoria Street London

SW1E 5JL landsec.com

Registered in England and Wales: No. 4369054

4 June 2024

Dear shareholder,

ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 11 JULY 2024

I have pleasure in inviting you to the Annual General Meeting (AGM or Meeting) of Land Securities Group PLC (the Company), which will be held at 2.30pm on Thursday, 11 July 2024 at 80 Victoria Street, London SW1E 5JL.

The Notice of Meeting (Notice), which follows this letter, sets out the business to be conducted at the AGM. Your Form of Proxy is also enclosed. A copy of the Notice and the Company's 2024 Annual Report can be viewed on our website: landsec.com.

The Board recognises that the AGM is an important event in the corporate calendar and is pleased that we can invite shareholders to join us in person at the AGM. If you are unable to attend, you can submit your questions relating to the business of the AGM in advance of the Meeting by email to [e-mail], to be received no later than 2.30pm on 9 July 2024. The Board strongly encourages you to exercise your right to vote by completing and returning your Form of Proxy as soon as possible but in any event so as to arrive not later than 2.30pm on 9 July 2024. Please note that if you return your Form of Proxy, you may still attend, speak and vote at the Meeting in person if you subsequently wish to do so.

There are 21 Resolutions proposed at this year's AGM and we will take all of these on a poll vote. This will be conducted at the Meeting by means of a paper poll, with each shareholder having one vote for each share held. Explanatory notes in respect of the proposed Resolutions are set out in Part I of the Notice.

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

Tea, coffee and water will be served for a short time prior to the AGM. Yours faithfully,

Sir Ian Cheshire

Chair

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NOTICE AND RESOLUTIONS

Land Securities Group PLC 100 Victoria Street London

SW1E 5JL landsec.com

Registered in England and Wales: No. 4369054

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Notice is hereby given that the 2024 Annual General Meeting (AGM or Meeting) of Land Securities Group PLC (the Company) will be held at 2.30pm on Thursday, 11 July 2024 at 80 Victoria Street, London SW1E 5JL for the transaction of the business outlined in this Notice of Meeting (Notice).

Resolutions 1 to 18 will be proposed as Ordinary Resolutions. To be passed, an Ordinary Resolution requires the approval of shareholders representing a simple majority of the votes cast on the Resolution.

Resolutions 19 to 21 will be proposed as Special Resolutions. To be passed, a Special Resolution requires the approval of shareholders representing at least 75% of the votes cast on the Resolution.

Explanatory notes to each of the Resolutions are set out in Part I of this Notice on pages 8-12.

ORDINARY RESOLUTIONS

1. 2024 Annual Report

To receive and consider the Company's accounts for the financial year ended 31 March 2024, together with the Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those accounts (2024 Annual Report).

2. Directors' Remuneration Policy

To approve the Directors' Remuneration Policy (effective from the date of approval) as set out in the 2024 Annual Report.

3. Annual Report on Remuneration

To approve the Annual Report on Remuneration as set out in the 2024 Annual Report.

4. Final Dividend

To declare a final dividend of 12.1 pence per ordinary share for the financial year ended 31 March 2024.

ELECTION OF DIRECTORS

1. To elect James Bowling as a Director of the Company.
2. To elect Moni Mannings OBE as a Director of the Company.

RE-ELECTION OF DIRECTORS

1. To re-elect Sir Ian Cheshire as a Director of the Company.
2. To re-elect Mark Allan as a Director of the Company.
3. To re-elect Vanessa Simms as a Director of the Company.
4. To re-elect Madeleine Cosgrave as a Director of the Company.
5. To re-elect Christophe Evain as a Director of the Company.
6. To re-elect Miles Roberts as a Director of the Company.
7. To re-elect Manjiry Tamhane as a Director of the Company.
8. Re-appointmentof auditor

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

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15. Remuneration of auditor

To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor.

16. Authority to make political donations

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

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

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

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

17. Authority to allot securities

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

1. up to an aggregate nominal amount of £26,485,018; and
2. in so far as such shares comprise equity securities (as defined in section 560 of the 2006 Act) up to a further nominal amount of £26,485,018 in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer):
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

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

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

18. Approve the Company's Omnibus Share Plan 2024

1. To approve the Land Securities Group Omnibus Share Plan 2024 (the Omnibus Plan), summarised in Part III of this Notice and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair, and to authorise the Board to do all such acts and things necessary or desirable to establish the Omnibus Plan; and
2. To authorise the Board to adopt further plans based on the Omnibus Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Omnibus Plan.

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SPECIAL RESOLUTIONS

19. General authority to disapply pre-emption rights

Subject to Resolution 17 being passed, to authorise the Directors to allot equity securities (pursuant to sections 570 and 573 of the 2006 Act) for cash under the authority given by Resolution 17 and/or to sell treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities made to (but in the case of the authority granted under paragraph (ii) of Resolution 17, by way of a pre-emptive offer (including a rights issue or open offer)):
2. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities, as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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

1. in the case of the authority granted under paragraph (i) of Resolution 17 and/or in the case of any sale of treasury shares, to the allotment (otherwise than under paragraph (i) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of £7,945,506 (being 10% of the Company's issued ordinary share capital, excluding treasury shares as at 17 May 2024); and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) or paragraph (ii) of this Resolution) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (ii) of this Resolution, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This power shall expire at the earlier of the conclusion of the next AGM of the Company or 15 months from the date this Resolution is passed, provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted (and treasury shares to be held) after the authorisation expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

20.Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments

Subject to Resolution 17 being passed and in addition to any authority granted under Resolution 19 to allot equity securities (pursuant to the 2006 Act) for cash under the authority given by that Resolution, to authorise the Directors to allot equity securities (pursuant to sections 570 and 573 of the 2006 Act) for cash under the authority given by Resolution 17 and/or to sell treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be:

1. limited, in the case of the authority granted under paragraph (i) of Resolution 17 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,945,506 (being 10% of the Company's issued ordinary share capital, excluding treasury shares, as at 17 May 2024), such power to be used only for the purposes of financing (or refinancing, if the authority is to be

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used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

1. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) of this Resolution) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) of this Resolution, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This power shall expire at the earlier of the conclusion of the next AGM of the Company or 15 months from the date this Resolution is passed, provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted (and treasury shares to be held) after the authorisation expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

21. Authority to purchase own shares

Pursuant to section 701 of the 2006 Act, to authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares on such terms as the Directors think fit, provided that:

1. the maximum number of ordinary shares that may be acquired is 74,489,115 (being 10% of the Company's issued ordinary share capital, excluding treasury shares, as at 17 May 2024);
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is 102/3p; and
3. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
4. 1. 105% of the average of the middle-market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid for an ordinary share on the trading venues where the purchase is carried out.

This authority shall expire at the earlier of the conclusion of the next AGM of the Company or 15 months from the date this Resolution is passed, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority had not expired.

By Order of the Board.

Marina Thomas

Company Secretary

4 June 2024

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PART I

EXPLANATORY NOTES

ORDINARY RESOLUTIONS

RESOLUTION 1 - 2024 ANNUAL REPORT

For each financial year, the Directors must present their report and the accounts of the Company to shareholders at the AGM. The accounts, Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those accounts, and on those parts of the Directors' Remuneration Report that are capable of being audited, are contained within the 2024 Annual Report.

RESOLUTION 2 - DIRECTORS' REMUNERATION POLICY

This Resolution seeks shareholder approval for the Directors' Remuneration Policy set out in the 2024 Annual Report (the Policy).

In accordance with legislation, the Company offers shareholders a binding vote to approve the Company's policy on Directors' remuneration at least once every three years, but on a more frequent basis if changes to it are proposed. This vote is binding in that the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a Director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy or has otherwise been approved by a resolution of the shareholders of the Company. Shareholders last approved the Company's Remuneration Policy in July 2021.

If Resolution 2 is passed, the Policy will become effective immediately. If Resolution 2 is not passed, the Company will continue to operate under its current Directors' Remuneration Policy and will seek shareholder approval for a revised Policy as soon as practicable. The new Policy remains largely unchanged, with only one minor amendment as follows:

Non-executive Directors are currently expected to meet a minimum shareholding guideline of 100% of their relevant annual fee within three years of appointment. While the purchase and retention of Landsec's shares by Non-executive Directors will continue to be expected, we are proposing to amend the Policy to remove the 100% of fee within three years expectation as this is currently considered to be overly restrictive in respect of appointing new Non-executive Directors from more diverse backgrounds.

Further details on our Policy can be found in the 2024 Annual Report.

RESOLUTION 3 - ANNUAL REPORT ON REMUNERATION

This resolution seeks shareholder approval of the Annual Report on Remuneration, which sets out details of the payments and share awards made to Directors in connection with their performance, and that of the Company, during the year ended 31 March 2024.

The vote on the Annual Report on Remuneration is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that Resolution 3 is not passed.

The Company's auditor, EY, has audited those parts of the Directors' Remuneration Report required to be audited and its opinion forms part of its independent report to shareholders, which can be found in the 2024 Annual Report.

RESOLUTION 4 - FINAL DIVIDEND

Pursuant to the Board's recommendation, the authority sought from shareholders under this Resolution is to declare a final dividend of 12.1 pence per ordinary share for the financial year ended 31 March 2024. If approved, the final dividend will be paid as a Property Income Distribution on 26 July 2024 to those shareholders on the Company's statutory register of members as at the close of business on 14 June 2024. Together with the three interim

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dividends already paid during the financial year, if the final dividend is approved, the total dividend paid by the Company for the financial year ended 31 March 2024 will be 39.6 pence per ordinary share (2022/23: 38.6 pence per share).

The Company offers a Dividend Reinvestment Plan, whereby shareholders can use their cash dividends to purchase additional shares in the Company. Full details can be found on the Company's website: landsec.com.

RESOLUTIONS 5 TO 13 - ELECTION AND RE-ELECTION OF DIRECTORS

In accordance with the Company's Articles of Association, new Directors appointed since the last AGM are required to seek election to office at the next AGM of the Company. This is the case this year in respect of James Bowling, who joined the Board as a Non-executive Director on 7 September 2023, and Moni Mannings OBE, who joined the Board as a Non- executive Director and Senior Independent Director designate on 11 December 2023. All other existing Directors are required to stand for re-election at each AGM of the Company. Accordingly, these Resolutions seek shareholder approval for the election of James Bowling and Moni Mannings OBE and the re-election of the remainder of the Company's current Directors except for Edward Bonham Carter, who will step down from the Board at the AGM having served ten years as a Non-executive Director. All Directors standing for re-election have confirmed their willingness to remain in office.

The Board currently has ten Directors (comprising a Non-executive Chair, two Executive Directors and seven other Non-executive Directors including Edward Bonham Carter who will step down at the AGM), whose experience and expertise are derived from a diverse range of industries, sectors and personal characteristics that provide an invaluable perspective on the Company's business. Biographical details for each Director seeking election or re-election, including their career history, skills, competencies and experience and an explanation of why each Director's contribution to the Board is and continues to be important to Landsec's long-term sustainable success, can be found in Appendix A and in the 2024 Annual Report.

Details of the internal Board evaluation process can be found in the Corporate Governance section of the 2024 Annual Report. Following such evaluation, the Board considers that each Director continues to be effective and demonstrates commitment to the role.

The independence, effectiveness and commitment of each of the Non-executive Directors has been reviewed and the Nomination Committee was satisfied with the contributions and time commitment of all the Non-executive Directors during the year.

The Board is satisfied that each of the Non-executive Directors remain independent (including the Chair who was independent on appointment in accordance with the UK Corporate Governance Code) in both character and judgement and there are no relationships or circumstances likely to affect their independence.

Accordingly, the Board recommends the election or re-election of all the Directors.

RESOLUTIONS 14 AND 15 - RE-APPOINTMENT OF AUDITOR AND DETERMINATION OF ITS REMUNERATION

EY has indicated its willingness to stand for re-appointment as auditor of the Company.

On the recommendation of the Audit Committee, the Board is proposing its re-appointment to office until the conclusion of the AGM in 2025. Resolution 15 seeks authority for the Audit Committee (on behalf of the Board) to determine the remuneration of the auditors.

RESOLUTION 16 - AUTHORITY TO MAKE POLITICAL DONATIONS

The 2006 Act requires companies to obtain shareholder consent before they can make donations to a political party, other political organisations or an independent election candidate, or incur any political expenditure. However, the definitions of political donation and political expenditure used in the 2006 Act are very broad and as a result could inadvertently catch support which the Company may wish to give in relation to legitimate

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activities, such as policy review, law reform and the representation of the business community and special interest groups (such as those concerned with the environment).

Such activities are not designed to support any political party or influence public support for any particular party, other political organisation or an independent election candidate.

Resolution 16 is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of that expression.

The authority being sought under this Resolution is of a precautionary nature to ensure the Company and its subsidiaries do not inadvertently breach the 2006 Act.

RESOLUTION 17 - AUTHORITY TO ALLOT SECURITIES

Under section 551 of the 2006 Act, the Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders in a general meeting.

The existing authority provided at last year's AGM to allot shares in this way expires at the conclusion of this year's AGM. Consequently, this Resolution seeks to renew the authority for a further period until the earlier of the conclusion of next year's AGM or 15 months from the date this Resolution is passed (unless previously renewed, varied or revoked by the Company in a general meeting).

The aggregate nominal value which can be allotted under the authority set out in paragraph (i) of the Resolution is limited to £26,485,018 (representing 744,891,152 ordinary shares with a nominal value of 102/3p each), which represents approximately one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 17 May 2024, being the latest practicable date prior to the publication of this Notice.

The authority in paragraph (ii) of the Resolution permits the Directors to allot shares, or to grant rights to subscribe for, or convert any security into, shares in the Company only in connection with a fully pre-emptive offer (including an offer by way of a rights issue or open offer), up to a further nominal value of £26,485,018. This amount, together with the authority provided under paragraph (i) of the Resolution, represents approximately two- thirds of the Company's issued ordinary share capital (excluding treasury shares) as at

17 May 2024. This is in line with the latest Investment Association Share Capital Management Guidelines published in February 2023, which update the previous guidance to incorporate all fully pre-emptive offers, not just fully pre-emptive rights issues, in respect of the authority to allot a further one-third of the issued ordinary share capital of the Company.

The Directors currently have no intention of issuing new shares, or of granting rights to subscribe for or to convert any security into shares, except in connection with the Company's employee share plans.

As at 17 May 2024, the ordinary shares held in treasury represent approximately 0.9% of the Company's total issued ordinary share capital. The voting rights and dividend entitlements have been waived for the shares held in treasury.

RESOLUTION 18 - APPROVE THE COMPANY'S OMNIBUS SHARE PLAN 2024

The Company's existing Long Term Incentive Plan 2015 was approved by shareholders on

23 July 2015 (the 2015 LTIP). The 2015 LTIP had a ten year "life", with no awards permitted to be made after the tenth anniversary of its approval. The Company is therefore seeking shareholder approval of the implementation of the Omnibus Plan in order to be able to grant awards over ordinary shares in the Company so as to replace the 2015 LTIP. A summary of the terms of the Omnibus Plan is set out in Part III of this Notice. A copy of the draft Omnibus Plan rules is also available for inspection by shareholders on the National Storage Mechanism (accessible at https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from the date of publication of this Notice and at the place of the AGM from 15 minutes prior to its commencement until its conclusion.

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