121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page FC

The British Land Company PLC Annual Report and Accounts 1999 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page a

Front Cover Image: Walls have ears – past Principals listen impassively as one of the Academy’s several orchestras performs in the Duke’s Hall. 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page b

Contents

3 Introduction 5 Chairman’s Statement and Operating and Financial Review 15 Directors and Officers 17 Group Executive and Advisers 18 Report of the Directors The late Lord Menuhin 23 Corporate Governance conducting one of his last masterclasses at 25 Remuneration Report the Royal Academy 29 Report of the Auditors of Music. The Academy is one of the world’s 30 Consolidated Profit and Loss Account leading institutions for advanced musical 31 Balance Sheets training. 32 Other Primary Statements 33 Group Cash Flow Statement 34 Notes to the Financial Statements 46 Accounting Policies 47 Notice of Meeting 48 Shareholder Information and Financial Calendar 49 Highlights 52 Ten Year Record 53 Major Properties in the Portfolio IBC Sponsorship 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page c 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 3

British Land is a property investment company. It owns the freehold of most of its properties, as the long-term view is central to its strategy. We believe that the value of land is perpetuated by what is built on it, enhanced by our financing initiatives. We maximise growth and potential by property trading and development, augmented through joint ventures and partnerships. The keynote of this year’s Report and Accounts is music, and more particularly our sponsorship of the eminent and lively Royal Academy of Music. The list of its distinguished former graduates is a roll of honour for British music, and includes composers such as Arthur Sullivan and Richard Rodney Bennett, the conductors Henry Wood and Edmundo Ros, and the performers Dennis Brain and Harriet Cohen. Today Academy-trained stars, such as Simon Rattle, Lesley Garrett, Annie Lennox, Michael Nyman and Elton John, enrich our lives. Our 1999 Report and Accounts illustrates aspects of the Academy’s work in training and educating the next young generation of talent, who may be relied upon to create and sustain this long-term musical heritage.

The Academy takes great care to match the right students with the right teacher. Postgraduates take five as David Strange, Head of Strings, decides what happens next. 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 4 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 5

5 The British Land Company PLCLandCompany British The

Chairman’s Statement and Operating and Financial Review

1 2

This was a year when British Land was able to take major new Financial Summary

initiatives in optimising its property investments while funding them 1999 1998 1999 1998 long-term to encompass these twin fundamentals of our strategy. £m £m pence pence Total properties, including British Land’s share of its ten Net Rental Income 296.5 266.4 Dividend per ordinary share 10.3 9.8 joint ventures, are now up to £6.6 billion (1998 – £5.8 billion) with Revenue Pre-tax Profits 122.5 102.3 Revenue Earnings: annualised net rents of £398 million (1998 – £339 million). Total funds per share 20.6 16.7 under our property management, including partners’ shares of joint Gross Assets* 6,431.5 5,701.6 Net Asset Value: ventures, are £7.7 billion (1998 – £6.7 billion). Net assets increased Net Assets* 3,261.7 3,052.0 per share* 630 592 by 6.9% over the past year, by £209.7 million to £3,261.7 million. fully diluted* 625 592 *Including surplus on development and trading properties Net assets per share are 630p (1998 – 592p), on an undiluted basis, up 6.4%. This is struck after the deduction for Stamp

Busking a gut! Duty and purchasers’ costs estimated by the valuers at approximately £300 million – some 58p a share, equivalent to over 9% of net asset Technical value. This deduction has more than doubled over the last two years excellence, intuitive musicianship and as a result of the increases in Stamp Duty. Each rise in Stamp Duty Revenue Pre-tax Profit Ordinary Dividend £m pence per share a willingness to bears hardly upon the larger portfolios designed to use gearing for experiment are 122.5 the hallmarks of extra growth. the Academy’s Sentiment weakened sharply towards City of London office approach. The 102.3 property values during late summer, depressed by short-term anxieties timetable tries to 90.2 ensure everything in world financial markets. While this dip was unwelcome for its effect 10.30 9.80 comes together at on valuations, it enabled us to complete some £800 million of 9.00 the right moment. 8.55 Broadgate purchases on favourable terms, led by the key acquisition 8.12 65.7 1 The Stradivari of five ground rent interests. 58.6 viola, Cremona 1696, Reductions in the level of interest rates provided the symbolises the Academy’s culture timing for the massive and successful £1.54 billion securitisation of excellence. of the Broadgate Estate, where we have achieved innovative 2 Sir John Barbirolli, once a student of long-term funding on competitive terms, which more than restores the Royal Academy the liquidity employed on all our recent property purchases. of Music, later As anticipated, these events have affected this year’s became conductor of its First Orchestra. results. Profits for the year and Net Assets have been reduced by the 95 96 97 98 99 95 96 97 98 99 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 6

The British Land Company PLC 6 (1998 – 6.73p), making a total payment for the year of 10.3p of year the for payment total 6.73p),a – making (1998 allowances. capital to access further and charge exceptional the from mitigation tax reflecting 15.4%), of rate a million, £19.6 4.7%– of (1998 rate a million, £2.6 is year the for charge LondonExchange, EC3. Corn the Londonand House, WC1 Avenue First of sales profitable year-end post million £117 the by boosted been have profits trading property year current the In million). £20.4 – (1998 million £13.7 earned trading Property borrowings. external additional arranged we which for Universal, BL to loans own our reduce to able were we because lower is income Interest million). £15.5 – (1998 million £21.8 of profits addition in and million) £21.8 – (1998 million £19.3 7.1%million, £20.4 rents). – gross (1998 of rents gross of 4.9% only – ever than smaller was million, £15.4 at rents, net and gross between gap The million). £286.8 – (1998 million £311.9 were rents Gross million). £266.4 – (1998 million £296.5 were which rents net from is £127.2– profits (1998 to million contribution £55.3 main were The million). tax before profits charge exceptional the After million). £102.3 – (1998 million £122.5 were 1999 March 31st to year the for charge order.short in charge upfront the recoup thus will shareholders and achieved, have we savings significant the by costs interest reduced and rebased have we forward Going issue. securitisation rate fixed long-term the of proceeds the by replaced beneficially been now has which debt, bank rate floating our on rates interest rising against insurance as held derivatives out closing of consequence a as taken million £68 of charge exceptional 1 The Board is recommending a final dividend of 7.07pof dividend final a recommending is Board The tax The 21.2p). – (1998 10.1p were share per Earnings of earnings interest contributed ventures joint Our exceptional the before and tax before Profits Revenue 2 date arising from the Advance Corporation TaxCorporation Advance change. the from arising date payment delayed the of account take to enhanced been itself had which payment, year’s last above 5.1% of increase an 9.8p) – (1998 share per pence ValueAsset Net £m Rentals 0 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 170 180 190 200 210 220 230 240 250 260 270 280 290 300 310 320 59 79 99 98 97 96 95 Net Gross 3 59 79 99 98 97 96 95 416 426 487 592 630 4 Harriet Cohen Harriet pianist and Rattle Simon Sir Lennox Annie diva rock include alumni distinguished Academy.Other the at professor a subsequently and student a was – Proms the of founder 1 enjoyed the pin-up. the enjoyed have would He furs. and silks for taste a and eye roving famously a had one, Wagner,forms. for its all in beauty from inspiration draw Musicians Sir Henry WoodHenry – Sir 2 , conductor , 4 . 3 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 7 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 8 9 The British Land Company PLC 4 3 We continue We to seek out additional new ventures and the are We seeking occupiers for our development programme in are responsible for 87% of the are UKresponsible for 87% rent roll. The current net yield is 6.3% (1998 – 6.2%). The (1998 reversionary – net 7.3%), yield is 7.3% an indication of growth to come in the future in addition to normal economic expansion. Guaranteed or fixed uplifts apply to 14% of British rental Land’s income and there is still some £23.5 million of this rental uplift to come, most of it in the next three years. Properties held for development amounting to £302 million will add their contribution as rents begin. 92% of the portfolio has been purchased in the last ten years. Development have We stepped up our development The activity. Group’s strategy of operating through joint ventures has been further expanded and we now have ten of these satellite operations which provide diversity of risk, of financing our and Two newest activity. joint ventures involve long-term phased development projects at Blythe Park, Valley Solihull, and at Cherrywood, near Dublin, totalling over 220,000 sq m net and an expenditure of almost £400 million. With our partners we expect to finance substantial elements independently and without direct recourse to British Land. Group has the management financing capacity, capability and the experience to undertake them effectively as stand alone activities. the City At of Plantation London. Place, Fenchurch EC3, Street, London where demolition has been carried out and where we have planning permission for a 61,000 sq m net office and retail complex, we are now engaged in preparatory works for this 1.02 hectare site. At 201 EC2, Bishopsgate, construction London is proceeding of the raft over the railway tracks to support a 63,000 sq m net office building, in partnership with Other Railtrack developments PLC. include the 2 Sales of 100 properties, realising £358 million, including The British portfolio Land and its share of joint ventures, with City offices of were London up 1.9% (1998 + 13.6%), West The weighted average lease length is now 19.7 years 1 The Portfolio After the large increases achieved in the previous the year, 31st March 1999 values reflect the nervous reaction of the property market in the late summer of 1998. The market has recovered lost ground and become much healthier since our year-end. The major Broadgate purchases late in our year have not of course at this early stage fully realised their potential, though their quality and prospects are self- evident. retain We our enthusiasm for supermarkets and shopping centres, which again have performed well. a number of distribution centres, reflect our intensive and continuing management approach directed at improving the long-term growth of our retained portfolio. Further details of transactions, including those of our joint ventures which continue to provide diversity and to operate well, are set out in Highlights on pages 49 to 51. adjustments for purchases, other expenditure on properties, sales and properties awaiting development, showed a rise in the residual property value of 3.8% net (1998 + 12.8%) in the year. End offices of were London up 9.9% (1998 + 16%). Other offices were up 5.2% (1998 + 9.2%). Industrial and distribution were up 3.7% Supermarkets rose 6% (1998 (1998 + + 7.4%). 11.3%) and shopping higher (1998 + centres was 12.6%). were up Leisure 7.3% 5% (1998 + 8.8%) and retail warehousing was up 1.6% (1998 + 18.8%). The total retail portfolio (1998 rose + 4.7% 12.7%). (1998 – 21.3 years), with 89% expiring after 31st March 2009. Of our total rent roll, 61% of rental income is derived from tenants ranked in FT 500 listings for the UK, Europe, USA or Global. Our top 100 tenants

Susan 2 .

Stradivari violin Dame Eva Turner, Arthur Sullivan, scholarship boy and a professor at 24, composed cantatas, comic operas and hymn tunes such as Onward Christian Soldiers was RAM’ – crystal chandeliers and plasterwork scrolls in the Duke’s Hall. Opened in 1912 and recently refurbished, this is the setting in which musicians, singers and conductors hone the performance skills required for a professional career. Cremona, 1694. perhaps the greatest of dramatic sopranos. 1 3 4 Bullock – seen as Madam Butterfly at the ENO. ‘The glory that 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 9 Page am 11:44 3rd 17/4/2000 to 17 1 Pages 121945 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 10 10 The British Land Company PLC the Notes being obligations of fully ring-fenced subsidiaries. The issue The subsidiaries. ring-fenced fully of obligations being Notes the Landitself,British to recourse no is there and million £100 to limited is Notes the of element secured The leases. underlying long-term the of strength and quality the reflecting securitised, been have which assets Broadgate the of value 73%the represents of – number large a quite – billion £1.54 Estate. Broadgate the from cashflows by supported and Witter Dean Stanley Morgan by arranged securitisation, billion £1.54 venture. each for accounts abbreviated also provides which 9, Note in disclosed fully is debt venture joint The 45%). – (1998 46% of investments and property to debt of ratio a and 82%) – (1998 96% of ratio debt/equity a shows ventures, joint the in borrowings party third limited-recourse the of proportion our of also account taking gearing, Operational 41%). – (1998 43% was investments and property to debt of ratio the and 75%),– (1998 83% was year-end the at ratio debt/equity Land’sown British ventures. joint the in separately and Group the in financing through both leverage from performance enhanced Weachieve Finance space. remaining the all for tenants potential with negotiations concluding to way the on well are Wecurrently securities. Irish and U.K. for system settlement electronic the operating company the CrestCo, to let been already has half than more and completed been Londonhas Street, EC4, Cannon million. £1,040 is entirety its in committed when programme development present Group’s the of cost the of estimate London.current of Our WestEnd the in Place Regent’s at construction more and centre shopping Kilbride East the to extension 1 Our major financing event has been the post year-end post the been has event financing major Our WatlingHouse, at development office m sq 9,000 The 2 to 60p per share if our proportion of the joint ventures’ debt is included. is debt ventures’ joint the of proportion our if share per 60p to 57pbe rising would share, assets per net on effect post-tax notional current the inclined, esoterically those maturity.For to time of effluxion the with off runs debt event any in and return, positive a with us provide which and time the at prevailing yields at made were which purchases particular by serviced is debt rate fixed our that stress also must I than current market interest rates but be irreplaceable elsewhere if r higher paying be may which debt, rate fixed long-term possessing of worth adversely.marked be will decline the before past the in rates higher at fixed debt that follows therefore it – financing property for climate congenial a itself – rates interest declining of time a In rates. interest variable in movements sharp of unpredictability the avoid or limit to instruments financial useful these employ but chips, gambling as derivatives treat not Wedo subject. emotive an become has market to debt 7.3%to down 8.49%). is – rate (1998 interest average weighted the and years) 19.9 – (1998 years 23 to out ventures, joint the excluding borrowings, our of maturity average weighted the pushed have we £137.8to securitisation million. Bishopsgate 135 the of amount the increased we year-end, the since and, WestLBBank by arranged facility revolving syndicated 6.15%. is securitisation the of cost funding 7%the while of yields at 175were and Bishopsgate) 155 Street, Liverpool (100 purchases building Broadgate recent flexibility.Our repayment early significant with 2038 to out extending maturities of range a is there and future, foreseeable the for manner efficient financially and effective an in assets and business Broadgate its manage Landto British allows The “marking to market” process gives no recognition to the to recognition no gives process market” to “marking The marking about talk the all – herring red topical a to turn I Now securitisation the of completion successful Following unsecured million £110 a added also we year the During 3 4 asset epaid. 4 3 2 1 approach. church broad- a promotes Academy The record. on and concert in them play regularly Students 1696. ‘Archinto’of viola famous the and violins Amati and Stradivari including world, the in instruments stringed of collections finest the of one has Academy lair.The rooftop his in Custodian, Rattray,Instrument David muso attic The Contemporary Music; Contemporary of Director current the is Birtwistle Contemporary Music. Contemporary and Composition of Chair International Bennett, Rodney Indiscreet. movie Bergman student. former a was Rhumbaleros) his with Sir Harrison Sir Scored by Richard by Scored Grant/Ingrid Cary (seen Ros Edmundo 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 11 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 12 The British Land Company PLC 13 4 Chairman John Ritblat 4th June, 1999 Stephen Kalman, FRICS, who joined the Company in 1972 have We now set up a further management board to cover 3 Chairman’s Tributes greatly We regret the untimely death of John Reynolds, BSc, FCA, a non-executive director aged 50 whose effective contributions to the Board will be much missed. mourn We his loss and express our sympathy to his family. and was appointed to the Board as an executive director in 1989 with primary responsibility for development, is retiring at the Annual General Meeting, but his skills will remain available to us as a consultant on a continuing basis. wish We to thank him for his contributions to – among other projects – the International Financial Services Centre and St. Stephen’s Green Shopping Centre in Dublin, and Plantation Place, the Corn Exchange, House Watling and Regent’s Place in London. the financing aspects of our business, so that we are able to capitalise on the talents of our executive team with a particular emphasis on the up and coming. I am in debt to my colleagues on all our boards, to our agents staff, and professional advisers for their cohesive contribution to a very energetic year. % is now a major impediment to 2 / 1 The inability to unlock assets inhibits harming liquidity, the Overall we look forward to a resumption of the stronger We must We strongly urge that one prospective element that 12 a free market. The impact does not even amount to a corresponding advantage for the as Exchequer, the valuations of entire property portfolios are blighted but only the transactions bear Indeed Duty. by further discouraging property sales which often involve the payment of as Capital well, Gains the Tax tax flow may be reduced. economy and users and investors alike. Occupiers’ requirements and alter, markets must have freedom and encouragement to respond to changes in employment and work. Institutional property investment provides the sums at maturity to fund the pensions and annuities of millions of long-term savers, and the Government does them a disservice by imposing an unfair and retrospective extra tax when their savings plans are already committed. The uncertainty about the future level of Stamp Duty vitiates long-term arrangements and is a killer. growth trend in the property market which we saw in the first half of 1998, but with the same caveat which I ventured last namely year, that there has to be some concern about extraneous international events whether social or economic. Prospects With stock markets at record levels, buoyed by low interest rates, the prospects for future growth from property look competitive and have intrinsic support. A further improvement in capital values may be due, especially for bond-like well-located assets with long leases and strong covenants, coupled with the “equity” element of upwards only rent reviews as the kicker. should not be “upwards only” is the imposition of further Stamp Duty on property transactions, which at 3 are and 2 4 3 –

The Piano Michael Nyman – who composed the unforgettable score for Evelyn Glennie Reflections on a musical career – David Strange (Head former Strings, of Principal Cellist with the Royal Philharmonic and Director of the RAM String Orchestra) conducts one of the popular lunchtime recitals. What prospects does the future hold for these promising young musicians? The Academy both influences and reflects contemporary culture. 1 conducted at its first Film Music Festival. Lesley Garrett two former students whose fame has spread far beyond the mainstream. 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 13 Page am 11:44 3rd 17/4/2000 to 17 1 Pages 121945 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 14 The British Land Company PLC 15 joined joined joined joined The British Land joined The British Land British The joined joined The British Land British The joined F.C.A. joined The British Land Land British The joined , joined The British Land Company Land British The joined . joined The British Land Company Land British The joined . joined The British Land Company Land British The joined B.Com. (Acc.), F.C.A., F.T.I.I. F.C.A., (Acc.), B.Com. B.Sc., F.R.I.C.S., F.S.V.A. F.R.I.C.S., B.Sc., 1994. His responsibilities include responsibilities His 1994. , , F.S.V.A., I.R.R.V. F.S.V.A., joined The British Land Company Land British The joined F.C.C.A M.A. , joined The British Land Company in Company Land British The joined , , M.A., A.C.A. M.A., L.L.B., F.C.I.S. L.L.B., F.C.I.S., Secretary, F.C.I.S., B.Sc. (Est.Man.), F.R.I.C.S., F.S.V.A. F.R.I.C.S., (Est.Man.), B.Sc. , , , joined The British Land Company in May 1989 May in Company Land British The joined , F.C.A. , B.Sc. , The British Land Company in 1970 following its merger with merger its following 1970 in Company Land British The Tax of Head is He Ltd. (London) Holdings Property Union years. 58 Aged Planning. Gunston I. Michael Surveyor. Chief the is and 1975 March in Company years. 55 Aged Slack Stuart Company in December property assessing and compliance control internal years. 49 Aged acquisitions. Clarke C. Peter Estates an as 1988 May in Company Land British The years. 41 Aged Surveyor. Raichura G. Naren The British Land Company in November 1984 and is the is and 1984 November in Company Land British The years. 53 Aged Surveyor. Chief Deputy Braine Anthony Executive. Services Corporate a is and 1998 April in years. 40 Aged Company inCompany October 1987 as Assistantwas He years. 42 Secretary. Aged 1995. March in Secretary Group appointed Bell M. Lucinda August 1971. In 1992 he was appointed Group Treasurer. Treasurer. Group appointed was he 1992 In 1971. August years. 54 Aged Iddiols H. John The British Land Corporation Limited Corporation Land British The company operating and management principal The Chief and Chairman is Ritblat John Group. the of Executive,Vice-Chairmanand Executive Metliss Cyril addition In Director. Managing is Smith Weston John Land British The of directors executive other the to following: the comprises also Board the PLC, Company Selwyn Geoffrey N. I. in December 1991. She was appointed Head of Tax of Head appointed was She 1991. December in years. 34 Aged 1999. May in Administration Forshaw J. M. Christopher in July 1975 and is the Group Accountant. Aged 50 years. 50 Aged Accountant. Group the is and 1975 July in Adams W. Anthony Accountant. Management Group the is and 1982 June in years. 46 Aged Earl Peter years. 37 Aged Technology. Information of Head is and Barzycki M. Sarah Company in March 1989. He was appointed Assistant appointed was He 1989. March in Company years. 33 Aged 1991. April in Secretary Spooner G. Stephen † Member of the Audit Committee F.R.I.C.S. B.Sc., F.R.I.C.S. B.Sc., , , B.A., M.B.A. M.A. L.L.B., F.C.I.S. L.L.B., , , , F.C.A. , Michael Cassidy Michael Member of the Nomination Committee Nomination the of Member Robert E. Bowden E. Robert Conrad of partner senior former a Bowden, Robert in Company Land British The joined Co., & Ritblat Apriland investment property of head as 1992 Director executive an appointed was He acquisitions. Land British of Chairman Deputy is He 1997. June, in years. 56 Aged Limited. Properties Adam Shen Managing as 1996 in Land British joined Adam Shen was He Plc. Properties Broadgate of Director Land British The of Director executive an appointed of Chairman Deputy is He 1998. April, in Company years. 52 Aged Limited. Developments Land British Secretary Braine Anthony Stephen L. Kalman L. Stephen and Surveyor Quantity Chartered a Kalman, Stephen Company Land British The joined Surveyor, Building for responsible became and 1972 March, in and UK,France the in projects development Surveyor Development Group becoming Ireland, executive an as appointed was He 1980. July, in is He years. 60 Aged 1988. November, in Director Meeting. General Annual 1999 the at retiring Ritblat Nicholas Company Land British The joined Ritblat Nicholas executive an appointed was and 1987 September, in worked previously He 1991. September, in Director and corporate Ltd’s Co. & Warburg S.G. for Deputy is He divisions. finance international Limited. Financing Land British of Chairman years. 37 Aged non-executive a appointed was Cassidy Michael January, in Company Land British The of Director Batley, Maxwell of partner senior is He 1996. property. commercial in specialising Solicitors, and Policy the of Chairman formerly was He of Corporation the of Committee Resources years. 52 Aged London. * Member of the Remuneration Committee Remuneration the of Member * • • † * M.A., F.C.I.S. M.A., , . A . C . F B.Sc., Ph.D., A.C.I.I. Ph.D., B.Sc., F.S.V.A. CHAIRMANANDMANAGING DIRECTOR F.S.V.A. , , ,

John H. Weston Smith Weston H. John John Ritblat John Peter Simon Peter Cyril Metliss was appointed an executive Director executive an appointed was Metliss Cyril after 1971 July, in Company Land British The of financial manufacturing, in experience wide gaining a was He development. property and services chartered Co., & Hayward Stoy in partner senior the of Director a becoming before accountants, The Vice-Chairmanof Executive is He Company. Chairman and Limited Corporation Land British years. 75 Aged Limited. Properties Land British of John Weston Smith joined The British Land Land British The joined Smith Weston John M. N. from 1971 July, in Secretary as Company an appointed was and Limited Sons & Rothschild he Previously 1973. January, in Director executive National Abbey the of Manager General Joint was The of Director Managing is He Society. Building Chairman and Limited Corporation Land British British and Limited Financing Land British both of years. 67 Aged Limited. Developments Land Director non-executive a became Simon Peter 1987. November, in Company Land British The of Group Deputy of positions the held he Previously General & Legal of Director and Executive Chief Manager General also was and Plc, Group and Audit the of Chairman is He (Investment). years. 69 Aged Committees. Remuneration John Ritblat became Managing Director of Union of Director Managing became Ritblat John 1969, August, in Ltd (London) Holdings Property of Director Managing and Chairman became and its following 1971 in Company Land British The Estates Milner of Chairman is He Union. with merger Co. and Ritblat Conrad of company holding the plc, and Chairman is He founder. a was he which of Corporation Land British The of Executive Chief years. 63 Aged Limited. Metliss Cyril • • • The British Land Company PLC Company Land British The † *

Directors and Officers and Directors The flight cases suggest the backstage area of a concert auditorium. In fact this is the Academy’s collection of historic cellos, as lovingly tended as any archaeological artefact. 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 15 Page am 11:44 3rd 17/4/2000 to 17 1 Pages 121945 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 16 121945 CDT British Land R&A PROOF FIVE 23.5.99 The British Land Company PLC 17 Joint Managing Director Joint Managing Director F.C.A., F.C.M.A. Joint Managing F.C.M.A. Director F.C.A., F.C.A.,F.C.M.A. Managing Director F.C.A.,F.C.M.A. Stockbrokers SBC Dillon Warburg Read 1 Finsbury Avenue EC2M 2PA London Overseas British Investments Land Netherlands Holding N.V., Atrium Strawinskylaan Gebouw, 3085, Amsterdam, The Netherlands 1077ZX (3120) 642 9848 Telephone Fax (3120) 644 2806 Rutger J. Schimmelpenninck Paul Colligan, Arend J. van der Marel Firmount Limited 6 Fitzwilliam Place Dublin 2, Ireland (3531) 6768666 Telephone Fax (3531) 6768699 Paul Colligan, Principal Bankers National Bank Westminster Plc The Royal Bank of Scotland plc Barclays Bank PLC UBS AG The – Bank Mitsubishi, of Ltd. Tokyo M.I.P.P.M. Dip., Group Payroll Manager M.I.P.P.M. B.A., Secretarial Assistant B.Sc., A.R.I.C.S., Estates Surveyor Property Management Accountant F.S.V.A., I.R.R.V. F.S.V.A., F.S.V.A., I.R.R.V. F.S.V.A., Construction Executive B.A.(Hons.), M.R.T.P.I. M.Sc., Managing Director F.C.I.B.S.E., M.B.I.F.M. F.C.I.B.S.E., B.A., A.C.I.S., Administration Manager B.Sc., A.R.I.C.S., Estates Surveyor A.R.I.C.S. D.E.M., M.I.E.E. M.B.A., M.A., M.Sc. F.C.I.S. B.Sc.(Hons.), A.R.I.C.S. F.C.I.S. B.Sc.(Est. Man.), F.R.I.C.S., B.Sc.(Est. F.S.V.A. Man.), F.R.I.C.S., M.A., Database Administrator B.Sc., A.R.I.C.S. Secretary P. Anthony E. P. Bull, Bernadette M. Drinkwater, Simeon M. Fox, Peter Saint Bernard, Rebecca Scudamore, Stella A. Spence, Broadgate Estates Limited Responsible for on-site building and estate management of City properties for the Group and third parties. The Board, chaired by Shen Adam, comprises the following: Barry C. Winfield, Michael I. Gunston, John H. Iddiols, Adams Anthony W. Robert L. Fisher, Robert S. Flood, John Sutherland, Peter C. Clarke, British Land Developments Limited Responsible for the management of the development activities of the Group. John Weston Smith is Chairman and Shen Adam is Deputy Chairman. In addition to the other executive directors of The the British Company Land PLC, Board also comprises the following: Michael I. Gunston, Wright, Mark T. Nigel M. Webb, Penfold, Adrian P. Paul Burgess Hayman, John P. Deuchars David W. Secretary Peter C. Clarke, Head Office Executive Christopher G. Betts, Fiona J. Bowring, . F.C.A . B.Com. (Acc.), F.C.A., B.Com. F.T.I.I. (Acc.), F.C.A., B.Sc., F.R.I.C.S., F.S.V.A. B.Sc., F.R.I.C.S., . B.Sc.(Hons.), F.R.I.C.S. F.S.V.A., I.R.R.V. F.S.V.A., F.C.C.A M.A B.Sc., A.R.I.C.S. B.Sc., A.R.I.C.S. B.A. (Econ.), A.C.A. M.Sc. B.Sc., A.R.I.C.S. M.A.A.T., A.C.A. M.A.A.T., M.A., A.C.A. LL.B., F.C.I.S. . F.C.I.S., Secretary F.C.I.S., F.C.I.S., Secretary F.C.I.S., B.Sc.(Est. Man.), F.R.I.C.S., B.Sc.(Est. F.S.V.A. Man.), F.R.I.C.S., B.Sc., M.Phil., A.R.I.C.S. B.Sc., A.C.A., A.T.I.I. . B.Sc., F.C.A., A.T.I.I. B.Sc., F.C.A., F.C.A B.Sc., Ph.D., C.Stat. B.Sc and estates of the Group. Cyril Metliss is Jayesh Mehta, Jonathan C. Payne Claire N. Preston, British Land Properties Limited Responsible for the management of the property assets John H. Iddiols, Peter C. Clarke, Stephen G. Spooner, B. Desmond Morris, Steven J. Rickard, Bryan J. Lewis, Nicholas K. Bates, Timothy Roberts, Barry C. Winfield, British Land Financing Limited Responsible for the financing activities of the Group. John Smith Weston is Chairman and Nicholas Ritblat is Deputy Chairman. In addition to the other executive directors of The British Land the Company Board PLC, also comprises the following: I. N. Geoffrey Selwyn, Stuart Slack, Anthony Braine, M. Lucinda Bell, Christopher M. J. Forshaw, Peter C. Clarke, Naren G. Raichura, Adams Anthony W. Peter Earl, Sarah M. Barzycki, Daniel M. Jones, Mike Jubb, Graham Lee, Chairman and Robert Bowden is Deputy Chairman. The of directors executive other the to addition In the British Company Board Land PLC also comprises the following: Michael I. Gunston,

Group Executive and Advisers and Executive Group very good teachers, and lots of people recalls I knew,’’ Sir Simon Rattle of his time at the Here Academy. Iain Ledingham coaches Alison Chryssides, a final-year undergraduate. Lessons learned in the conservatoire pay dividends in the years that follow. “There were some 121945 Pages 1 to 17 3rd 17/4/2000 11:44 am Page 17 Page am 11:44 3rd 17/4/2000 to 17 1 Pages 121945 5.99 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 18 The British Land Company PLC 9hJl,19 ci iied2,311,413 25,850 Dividend Scrip Scheme Option Share 1984 the under options of exercise On 1998 July, 29th 1999 January, 14th 1998to April, 15th follows: as issues paid fully by 1998 April, 1st since increased been has capital share issued The Capital Loan and Share renewal. its for proposed be will resolution a and Meeting General Annual year’s this at expires authority That capital. nominal issued the of cent per 10 of value aggregate total a to up shares own its purchase to 1998 in Meeting General Annual the at authority granted was Company The Shares Own of Purchase 36. page on 8 Note in shown are 1999 March, 31st at valuations property of details and year the during properties in Changes Properties 13. to 5 pages on Review Financial and Operating and Statement Chairman’s the in reviewed are prospects its and activities Group’s the of Development Prospects and Business of Review investment. and finance development, and investment property of fields the in operates Group The Activities July,1999. 16th on business of close the at register the on Shareholders Ordinary to 1999 August, 25th on payable share 30. page on Lossand Account Profit Consolidated the in out set are year the for results The Dividends and Results 1999. March, 31st ended year the for Accounts and Report their submit directors The of Report the Directors The directors recommend the payment of a final dividend of 7.07pof dividend final a of payment the recommend directors per The for the year ended 31st March,1999 No. of Ordinary Shares of 25p of Shares Ordinary of No. shares in which the directors have a beneficial interest shown on page 27.page on shown interest beneficial a have directors the which in shares were allocated to the full time directors and are included in the total number total the in included are and directors time full the to allocated were Shares were allocated to 77 participants in August, 1998. 10,661 of these of 10,661 1998. 77August, to in allocated participants were Shares Ordinary 63,059 cases. selected in directors the of discretion the at reduced be may qualification service five-year Company.The the in each 25p of Shares Ordinary of allocations receive may years five least at for Company the served have who employees and 1978,directors Act time Finance full the amended, as of terms the to pursuant formed Scheme, Share LandEmployee British The Under Scheme Share Employee subsidiaries. its and Company the of officers and directors the covering insurance liability purchases Company The Insurance Liability Officers’ and Directors’ interested. materially was director any which in business 17.2 Company’s the to relation in year the during subsisted contract no 45, page on 21 Note in stated as Except 88.9 Contracts in Interests Directors’ Company.the with contract service a has directors these of neither re-election; for eligible are and Meeting General Annual the at rotation by retire Cassidy J. Mr.M. and Ritblat H. Mr.J. re-election. seeking not Reynolds. R. Mr.J. late the with year,together the throughout Board the constituted July,1998, 17th on retired who Berry C. Mr.D. and 1998 April, 8th on appointed was who Adam, Mr.S. than other 15, page on listed directors The Directors of Reappointment Ltd. Management Investment Schroder 1985: Act Companies the of 208 198to Sections with accordance in it to disclosed capital, share ordinary issued its in interest major following the of notified been had Company the 1999 June, 4th at As Interests Substantial Mr. S. L. Kalman is retiring at the 1999 Annual General Meeting and is and Meeting General Annual 1999 the at retiring is Kalman L. Mr.S. hrsissued shares o f% of No. of m capital (m) shares of 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 19

19 The British Land Company PLC PLC Company Land British The

Sharesave Scheme Employment Policy Under The British Land Sharesave Scheme, executive directors and employees The Group places emphasis on employee involvement and keeps employees who have served the Company for at least two years may be offered options informed through formal and informal briefings. The Company has a well established to purchase shares, tied to a savings contract, over a three or five year period. employee share scheme, and a Sharesave scheme which extends the benefit of Options are held by 81 employees and directors to purchase a total of 262,786 employee share options more widely. These schemes are described above. fully paid Ordinary Shares at prices of 323p, 355p, 481p and 544p per share, and There were no major changes in the Group’s pension schemes during normally exercisable during certain six month periods between 1st March, 2001 the year. In the United Kingdom separate pension fund reports are made available and 31st August, 2004. The options held by directors under this scheme are to members. shown on page 28. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicants concerned. In the event Share Option Scheme of members of staff becoming disabled every effort is made to ensure that their Options are held by 29 employees and directors pursuant to The British Land employment with the Group continues and that appropriate training is arranged. It Company PLC 1984 Share Option Scheme, which is approved under the terms of is the policy of the Group that the training, career development and promotion of the Finance Act 1984, to purchase a total of 1,647,877 fully paid Ordinary Shares disabled persons should, as far as possible, be identical with that of other employees. at between 144p and 394p per share and exercisable between 10th April, 1995, and 22nd January, 2006. These options are exercisable not less than 3 years Charitable Donations (5 years in certain cases) and not more than 10 years after the date of grant. £84,000 was donated during the year. No contributions were made for As at 4th June, 1999, options over 3,214,587 shares had been exercised by the political purposes. above mentioned employees, and directors. The options held by directors under this scheme are shown on page 27. Auditors Resolutions concerning Arthur Andersen’s reappointment and remuneration will Restricted Share Plan be proposed at the Annual General Meeting. The Company’s Restricted Share Plan, which was approved by shareholders at the Annual General Meeting in 1997, provides interests in the shares of the Year 2000 Company to executives and executive directors. The Year 2000 problem arises in computer systems and equipment that use only Executives and executive directors of the Company have been granted two digits to identify a year. Consequently, such systems and equipment may fail rights over £3,145,000 nominal of the 6% Irredeemable Convertible Bonds of the to operate reliably when handling dates after 31st December, 1999. Company. The Stock vests not earlier than three years after grant and only on The Group has put in place a programme to address the potential attainment of a performance target, settled on advice from Bacon & Woodrow, adverse impact of the Year 2000 on its reporting systems and operations. The consulting actuaries, and following consultation with the National Association of progress of this programme is regularly monitored and reviewed by a committee Pension Funds and the Association of British Insurers. Participants are entitled to chaired by a director of the Company. receive interest on their stock from the date of grant until vesting. The interests Reviews and subsequent tests have taken place of the internal of directors under this scheme are shown on page 28. computerised systems used within the Group for its financial operations and reporting, and those systems have been confirmed as Year 2000 compliant. 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 20 20 The British Land Company PLC low environmental impact. This involves efficient maintenance efficient involves This impact. environmental low performance. environmental good to contribute materials friendly environmentally of specification and facades of design appropriate materials, building of choice Careful change. climate in implicated be to acknowledged substances of avoidance and health to hazardous materials of efficiency,avoidance energy of consideration due with performance environmental good for aim to consultants design its encourages actively It Method. Assessment Environmental Establishment’s Research Building the and Services their and Buildings for Practice of Code Environmental the in represented practice environmental best to regard has measures. mitigating to regard appropriate with developed only are sites sensitive and issues environmental to given is Attention sites. assess to consultants proper and fit using by controlled are risks environmental operating. is it which in countries the of standards and legislation applicable all of requirements the exceed practicable, where and, meet to is policy Company’s The responsibilities. environmental its of awareness and assessment continuous a encourages therefore It environment. the on impact adverse minimising to committed is Company The Environment The costs of the programme are not significant to the Group. the to significant not are programme the of costs financial YearThe the problem. by 2000 affected adversely materially be not will Group the of operations the that ensure to appropriate is date. to compliant Yearas confirmed 2000 been have systems critical or material all and completed, virtually been now have Testssystems undertaken. such of been also have responsible is Group the which for properties Existing properties are managed in order to achieve a achieve to order in managed are properties Existing Company the properties, new of development the In that ensures Company property,the acquiring to Prior The directors are satisfied that the programme undertaken programme the that satisfied are directors The Reviews of lifts and other systems that use microchips in microchips use that systems other and lifts of Reviews undertaken of energy consumption, use of use consumption, energy of undertaken are Assessments improvements. and repairs regular procedures, Secretary Braine Anthony 1999. June, 4th on Board the by approved was report This activities. Company’s the by harmed not are public general the and tenants employees, that ensure to practices working safe requires Board The prevention. fire and safety health, to attention its in care of standards highest the achieving to committed is Board The Safety and Health outstanding. days suppliers’ 45) – (1998 31 were there 1999, March, 31st at As payment. of terms their within possible as expeditiously as settled are suppliers other and trade to due amounts dispute, of absence the In Policy Payments duty of care. of duty of requirements and regulations relevant the with accordance in of disposed and removed are inspection by revealed materials Hazardous encouraged. is Recycling impact. environmental significant with materials environmental issues. issues. environmental on consultants and agents employees, its of training and education the The Company recognises the importance of and encourages and of importance the recognises Company The hazardous materials and materials hazardous Evelyn Glennie. Evelyn percussionist says develop,’ institution this makes what is inspiration and knowledge gain to instrumentalists many so with mixing of notion ‘The television. and films for music time, first the for and, theatre musical jazz, in courses with Academy, the at generations and genres spans Music 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 21 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 22 The British Land Company PLC 23 The Articles of Association of the Company require one third The AGM not only deals with the formal business of the The Annual and Interim Reports are drafted to present capital reports and forecasts; portfolio management; implications of matters such as new treasury products and major transactions; and the implementation of significant transactions, are closely linked. Examples are the food superstore leasebacks, the acquisition of Broadgate, the creation of approximately £2 billion of joint ventures and the innovative £1.54 billion securitisation. of the Board of directors to retire each year. Maintenance of a sound system of Internal Control The directors are responsible for the maintenance by the Group of a sound system of internal control. The Group maintains a system of internal financial controls, including monitoring procedures, in order to provide reasonable but not absolute assurance of the maintenance of proper accounting records and the reliability of the financial information used within the business and for publication. The system of internal financial controls includes: – a management reporting system which includes regular working – regular reporting to the Board on property purchases, sales and – regular reporting to the Board on financial and treasury matters; – the regular review by Board and other Committees of the risk – control of expenditure and progress on development projects; Remuneration Policy Details of the Group Remuneration Policy are set out in the Remuneration Report on pages 25 to 28. Relations with Shareholders The Board of directors meet institutional shareholders and analysts to discuss objectives both on one to one and group bases. Company but provides shareholders with the opportunity to hear and question the Chairman’s views on the business and an explanation of the Group’s performance over the last year in detail. balanced and understandable assessments of the Company’s position and prospects. Best Practice set out in section 1 of the Combined Code

In spite of its asset size, the Company is run by a team The Board believes that it is appropriate and in the

reduction of directors’ service contracts to one year (see Remuneration Report). published after the 1998 Annual Report was issued. It is intended that proxy votes will be indicated at the 1999 AGM; until March 1999 when that committee was reconstituted; – the Company does not at present have as an objective the – the Code, which requires proxy votes to be announced, was except for the following: – the full Board of directors comprised the Nomination Committee Statement of compliance with the Code of Best Practice The Company has complied throughout the year with the provisions of the Code of Board effectiveness The directors listed on page 15, other than S. Mr. Adam, who was appointed on 8th April, 1998 and D. Mr. C. Berry who retired on 17th 1998, July, constituted the Board throughout the together year, with the late J. Mr. R. Reynolds. The Board has a regular schedule of meetings together with further meetings as required by the ongoing business of the There Company. is a formal schedule of matters reserved for Board decision. of directors, officers and staff numbering in all only 114 individuals, so it is not a large organisation. At the operational level the senior management of The British Corporation Land Limited involves, in addition to the Chairman, an Executive Vice Chairman and a Managing The Director. Audit and Remuneration Committees were entirely composed of independent non-executive directors. Peter Mr. Simon is the senior non-executive director and is chairman of both committees. The Nomination Committee, which is responsible for making recommendations to the Board on all new Board appointments, consists of the non-executive directors, together with J. Mr. H. Ritblat and J. Mr. H. Smith. Weston shareholders’ best interests, as demonstrated by sustained performance over an extensive period of years, for the offices of Chairman and Managing Director to be combined in the person of John Mr. Ritblat. In an entrepreneurial property strategy company,

Corporate Governance Corporate of atmosphere The is Academy the and relaxed with laced welcoming, buzz intoxicating an excitement. of takes cellist a Here the of advantage the of informality to room rehearsal her on concentrate performance. 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 23 Page pm 12:59 3rd 17/4/2000 - 29 18 Pages 121945 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 24 24 The British Land Company PLC – prepare the financial statements on the going concern basis unless it is it unless basis concern going the on statements financial the prepare – to subject followed, been have standards accounting applicable whether state – prudent; and reasonable are that estimates and judgements make – consistently; them apply then and policies accounting suitable select – to: required are directors the statements, financial those preparing In period. that for profit the of and year financial the of end the at as Group the and Company the of affairs of state the of view fair and true a give which and inappropriate) (unless basis concern going a on 1985 Act Companies the with comply which statements financial prepare to required are directors The Responsibilities Directors’ of Statement accounts. the preparing in basis concern going the adopt to continue they reason this For future. foreseeable the for operations its continue to resources adequate has Group the that and statements financial these in reflected as than other exist exposures significant or material no that satisfied are directors the exposure, financial significant to rise give could which areas major examining and enquiries making After Concern Going operational day to day the with directors executive the of involvement close the – and Board; the by decision for reserved matters of schedule defined a – are commitments no that ensures which process authorisation detailed a – risks to which it is exposed. is it which to risks the and needs particular Group’s the meet to designed is which controls, financial irregularities. other and fraud detecting and preventing for and Group the of assets the safeguarding for followed been have procedures reasonable that and maintained been have records accounting control. internal of aspects broader the on directors for guidance of publication pending LondonExchange, the Stock by permitted controls. financial internal of inappropriate to presume that the Group will continue in business. in continue will Group the that presume to inappropriate and statements; financial the in explained and disclosed departures material any Group. the of matters executive; approved one than more by authorisation proper and competent without into entered The directors are also responsible for the Group’s system of internal of system Group’s the for responsible also are directors The as controls, financial internal to limited are comments above The The directors are responsible for ensuring that proper and adequate and proper that ensuring for responsible are directors The systems Group’s the of effectiveness the reviewed have directors The the singing actor. singing the and singer acting the between gap the bridges It dance. and drama music, of boundaries the stretching theatre, musical in course successful highly a runs Academy The The British Land Company PLC 25 he Company operates a Restricted Share Plan which was approved T Grants under these schemes are only made after due consideration of The Company has a well established Employee Share Scheme founded by shareholders in General Meeting and is used to grant interests in shares in the Company to executives and executive directors. awards made and potential awards available, in order to avoid excessive potential rewards to any individual. Grants under the schemes are made having regard to the Combined Code’s comments on spreading grants. pursuant to as the amended, Finance and Act a 1978 Sharesave Scheme which extends the benefit of employee share options. Compensation Payments on Early Termination The Company applies the principle of mitigation in the event of early termination of service contracts. Contracts of Service The only directors whose service contracts provide for notice periods in excess N.S.J.Ritblat and R.E.Bowden, who of without voluntarily, one year are Messrs. compensation, reduced their rolling service contracts from three years to two years. Individuals of the necessary calibre in investment property, banking and similar areas are in short supply and highly sought It after. is considered in the best interests of shareholders to retain these service commitments for these key executives. Company’s net

The Company has an executive Share Option Scheme as approved by The comparative group are the four other largest property companies,

contribution made during the preceding year; and asset value against the Capital Growth Index of the Investment Property Databank. shareholders in General Meeting. Options are only granted at market value and are subject to a performance test which compares the growth in the with reference also in the case of specialist appointments to comparative rewards in those specialities. Remuneration Report Remuneration The Remuneration Committee The Remuneration Committee throughout the consisted year, of the Company’s non-executive directors: Peter Mr. Simon (Chairman of the Committee), Michael Mr. Cassidy and the late John Mr. Reynolds. Remuneration Policy The Company’s executive remuneration policy is a product of the requirements for operating as a large property company with entrepreneurial The flair. Company operates with a small, highly skilled, and experienced head office The staff. retention and motivation of staff of the calibre to manage and develop the business of the Company is fundamental to the Company’s success. There are 7 executive directors head and office 37 billion. executives 18 managing total property funds of £7.7 members of this team have over 10 years service and 28 over 5 years. Components of Remuneration Components of remuneration are: (i) basic salary; (ii) annual bonus where considered appropriate following appraisal of individual (iii) long term incentives. 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 25 Page pm 12:59 3rd 17/4/2000 - 29 18 Pages 121945 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 26 26 The British Land Company PLC Directors’ Emoluments for the year ended 31st March, 1999 March, 31st ended year the for Emoluments Directors’ .Aa 5,9 ,0 19,387 5,000 16,053 20,000 159,390 186,278 Adam S. Bowden E. R. 12,281 200,000 574,460 J.H.Ritblat .R enls21,000 21,000 17,080 Reynolds 75,000 R. J. M.J.Cassidy 201,950 Metliss C. ...iba 9,3 00013,154 17,033 4,940 50,000 20,000 10,000 190,833 20,105 25,000 180,640 87,696 50,000 N.S.J.Ritblat S.L.Kalman 275,790 Simon P. Berry C. D. Smith J.H.Weston pension arrangement. pension respectively.Mr.Adam and Mr.Bowden for £9,000 and £14,000 were 1998/99 year the in accrued payments related pension notional the However date. to FURBS the to contributions any paid not has Company The FURBS. the into paid contributions Company on payments) related pension as (known behalf,their on pay to agreed has Company the which tax, income to liable are Mr.Adam and Mr.Bowden sums. lump defined are FURBS the by provided (FURBS).benefits Scheme The Benefit Retirement Unapproved Funded Company’s the from benefit to entitled therefore, are, They cap. earnings the by restricted are year.the during scheme the in benefits pension earned Mr.Adam and Mr.Bowden Ritblat, Mr.N. Mr.Kalman, directors, executive Four pension. state basic person’s single the salary,less basic of two-thirds of age that at pension a with 60 age to service years 20 least at with executives provide to aims generally scheme The scheme. pension benefit defined non-contributory approved tax a sponsors Company The Pensions Non-executive directors do not participate in any Company sponsored Company any in participate not do directors Non-executive scheme approved tax the from benefits Mr.Adam’s and Mr.Bowden’s e e e e eed eed eed eed eed eed eed eed eed eed ,2,3 3,0 2,3 2,474,070 120,033 430,000 1,924,037 aayBnsBenefits Bonus Salary £££ Annual 1999 Total 1999 294,030 222,331 253,987 217,673 102,636 345,895 183,777 786,741 25,000 21,000 21,000 £ 1,901,857 1998 Total 1998 191,144 191,567 219,793 277,714 242,143 139,882 580,004 16,610 20,500 22,500 £ Name year end the year at year end during the year at year end year at year the during end year at year the end year Name (d) In deferment accrued lump sums are increased in line with statutory increases on pensions in deferment. in pensions on increases statutory with line in increased are sums lump accrued deferment In (d) of value same the broadly receives payee the aggregate, in that, so provided are sums lump up top service in death On (c) their for allow to reduced are Benefits consent. Company’s the to subject 50 after age any at place take may Retirement (b) 60. age is arrangements pension for age retirement Normal (a) 48,000 line in increases pension aggregate, in that, such increases pension discretionary for allow calculations value Transfer (e) 17,000 a to subject (RPI) Prices Retail of Index the in increase 105,000 the with line in year each increase to guaranteed are Pensions (d) two- of pension spouse’s 24,000 a and salary times four to 7,000 equal sum capital a provides arrangement the service in death On (c) the of Trustees the and Company the both of consent the to subject 50 after age any at place take may Retirement (b) 60. age is arrangements pension for age retirement Normal (a) 13,000 2,000 36,000 table: above the in included those for pensions directors’ to relating information additional is following 4.The 112,000 2,000 Contributions.Voluntary Additional pay to option the have scheme the of 3.Members the nor contributions the Neither 52 inflation. for increase any 6,000 excludes year the during sum lump and pension accrued both in increase 2.The 8,000 55 end the to service on based 60 age at retirement on annually paid be would which that is shown entitlement pension 1.The Notes: 37 59 Adam S. Bowden E. R. N.S.J.Ritblat S.L.Kalman Mr. N. Ritblat, Mr. Bowden and Mr. Adam were as follows: as were Mr.Adam and Mr.Bowden Ritblat, Mr.N. payable from the main scheme a lump sum of two-thirds of the member’s accrued lump sum is also payable. also is sum lump accrued member’s the of two-thirds of sum lump a scheme main the from payable is pension dependant’s or spouse’s a if deferment in death On apply. not did cap earnings the if as tax) of (net benefits payment. earlier valued. are RPI the in increases with deferment. during pensions to apply increases Statutory Company. the of consent the to subject increases discretionary additional grant may Trustees The 5%. of maximum later. if 18, age reaches child youngest the until or lifetime spouse’s the throughout paid are pensions These retirement. after or before death on payable is pension accrued member’s the of two-thirds of pension spouse’s a pension, deferred a granted is member a If 60. age at pension prospective member’s the of thirds payment. earlier their for allow to reduced are Pensions scheme. pension table. above the in included are benefits resulting year. the of end the to service on based 60 age at retirement on paid, be would which that is shown entitlement sum lump FURBS accrued total The year. the of FURBS Scheme Main The pension benefits earned during the year by Mr.Kalman, by year the during earned benefits pension The g tdrn nilmn u nilmn entitlement entitlement sum entitlement during at Age nacudacudi cre FURBS accrued in accrued accrued in Increase Total Increase Total accrued Total Increase Total Increase pension pension FURBS lump lump sum lump FURBSlump pension pension ££££ 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 27

27 The British Land Company PLC PLC Company Land British The

Directors and their Interests in Share and Loan Capital

Beneficial interests of the Directors in the Share and Loan Capital of the Company.

Options over Rights to 6% Irredeemable Fully Paid Ordinary Shares in the Company 6% Irredeemable Convertible Bonds under Ordinary Shares Convertible Bonds Restricted Share Plan 121/2% Bonds 2016 in the Company Sharesave Scheme 1984 Option Scheme (£ nominal) (£ nominal) (£ nominal) 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 1999 1998* 1999 1998* 1999 1998 1999 1998 1999 1998* 1999 1998

J. H. Ritblat 2,299,482 2,271,425 4,753 3,170 295,783 295,783 65,000 986,000 786,000 C. Metliss 106,517 103,785 4,753 3,170 J. H. Weston Smith 82,946 81,423 4,753 3,170 150,283 150,283 35,000 369,000 269,000 P. W. Simon 27,223 23,804 S. L. Kalman 47,654 45,621 1,792 48,329 48,329 76,000 69,000 69,000 N. S. J. Ritblat 6,726 5,203 4,295 3,920 59,201 59,201 20,000 262,000 187,000 R. E. Bowden 27,682 28,459 5,340 5,340 184,250 184,250 183,000 118,000 50,000 50,000 S. Adam 2,893 1,355 4,753 3,170 100,000 40,000 *or date of appointment if after 31st March, 1998.

Directors’ options and Restricted Share Plan interests by date of grant and exercise price

(i) 1984 Share Option Scheme

Beneficial interests of the Directors under the Company’s 1984 Share Option Scheme in Ordinary Shares of the Company.

J. H. Ritblat J. H. Weston Smith S. L. Kalman N. S. J. Ritblat R. E. Bowden

First Date Price Exercise Expiry Granted p Date Date 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99

10.4.92 170 10.4.95 9.4.2002 19,695 19,695 10.4.92 144 10.4.97 9.4.2002 6,990 6,990 6.7.94 380 6.7.97 5.7.2004 16,209 16,209 60,600 60,600 6.7.94 322 6.7.99 5.7.2004 5,435 5,435 20,200 20,200 6.7.94 380 6.7.97 5.7.2004 5,435 5,435 20,200 20,200 23.1.96 394 23.1.99 22.1.2006 132,418 132,418 60,092 60,092 11,244 11,244 103,450 103,450 23.1.96 394 23.1.2001 22.1.2006 163,365daaad163,365 daaad daaad90,191 aadad90,191 dad dad dad47,957 dad47,957 daaad daaad 295,783daaad295,783 daaad 150,283daaad150,283 aadad dad48,329 dad48,329 dad59,201 dad59,201 184,250daaad184,250 daaad

No options were granted to or exercised by directors during the year. The options in italics are linked to a corresponding grant of options. Accordingly All new grants of options are subject to a performance target which has been approved by the Association of British Insurers and the National the exercise of one linked option over a number of shares automatically causes its counterpart to lapse in respect of the same number of shares; Association of Pension Funds. The middle market quotation for the Ordinary 25p Shares of the Company at the close of business on 31st therefore the options in italics do not increase the total number of shares under option. The totals in the table reflect the number of shares under option. March, 1999 was 532p. The highest and lowest middle market quotations during the year to 31st March, 1999 were 781.5p and 428p. 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 28

28

(ii) Sharesave Scheme

The British Land Company PLC Beneficial interests of the Directors under the Company’s Sharesave Scheme in Ordinary Shares of the Company.

J. H. Ritblat C. Metliss J. H. Weston Smith S. L. Kalman N. S. J. Ritblat R. E. Bowden S. Adam

First lapsed lapsed lapsed lapsed lapsed lapsed lapsed Date Price Exercise Expiry during during during during during during during daaaaaadGranted aaaaaaaaaaaaaaaaa p aaaaaaaaaaaaaaaaaaa Date aaaaaaaaaaaaaaaaaaaaaaaa Date dad1.4.98 dad31.3.99 dadyear dad1.4.98 dad31.3.99 dadyear dad1.4.98 dad31.3.99 dadyear dad1.4.98 dad31.3.99 dadyear dad1.4.98 dad31.3.99 dadyear dad1.4.98 dad31.3.99 dadyear dad1.4.98 dad31.3.99 dadyear

1.3.96 323 1.3.2001 31.8.2001 3,204 3,204 5,340 5,340

1.3.98 544 1.3.2001 31.8.2001 1,792 1,792 716 716

1.3.98 544 1.3.2003 31.8.2003 3,170 3,170 3,170 3,170 3,170 3,170 3,170 3,170

1.9.98 481 1.9.2001 28.2.2002 810

1.9.98 481 1.9.2003 29.2.2004 3,586 3,586 3,586 3,586

1.3.99 355 1.3.2002 31.8.2002 1,091 1.3.99 355 1.3.2004 31.8.2004 dad dad4,753 dad dad dad4,753 dad dad dad4,753 dad dad dad dad dad dad dad dad dad dad dad dad4,753 dad dad3,170 dad4,753 dad6,756 dad3,170 dad4,753 dad6,756 dad3,170 dad4,753 dad6,756 dad1,792 dad dad 1,792 dad3,920 dad4,295 dad1,526 dad5,340 dad5,340 dad dad3,170 dad4,753 dad6,756

Messrs J. H. Ritblat, C. Metliss, J. H. Weston Smith and S. Adam were granted options over 3,586 ordinary shares each on 1st September, 1999, which subsequently lapsed. No options were exercised by directors during the year.

(iii) Restricted Share Plan Beneficial interests of the Directors under the Company’s Restricted Share Plan in the 6% Irredeemable Convertible Bonds (£ nominal) of the Company.

J. H. Ritblat J. H. Weston Smith S. L. Kalman N. S. J. Ritblat R. E. Bowden S. Adam

Date Granted 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99 1.4.98 31.3.99

15.12.97 £786,000 £786,000 £269,000 £269,000 £69,000 £69,000 £187,000 £187,000 £118,000 £118,000 £40,000 £40,000

17.7.98 ddad d£200,000dad ddad d£100,000dad dad dad ddad ddad£75,000 ddad ddad£65,000 dad ddad£60,000 p£786,000ppn p£986,000ppn p£269,000ppn p£369,000ppn p£69,000pn p£69,000pn p£187,000ppn p£262,000ppn p£118,000ppn p£183,000ppn p£40,000pn p£100,000ppn Distribution in the year £21,353 £55,460 £7,308 £20,290 £1,874 £4,140 £5,080 £14,333 £3,206 £9,778 £1,087 £4,890 ddad ddad ddad ddad dad dad ddad ddad ddad ddad dad ddad Awards only vest on achievement of a performance target agreed following consultation with the Association of British Insurers and the National Association of Pension Funds. The amount distributed represents interest arising on the beneficial interest for the years ended 31st March, 1998 and 1999.

This report was approved by the Board on 4th June, 1999.

Peter Simon Chairman of the Remuneration Committee The British Land Company PLC 29 We planned and performed our audit so as to as so audit our performed and planned We Opinion view fair and true a give accounts the opinion our In group the of and company the of affairs of state the of cash and profit group's the of and 1999 March 31 at properly been have and ended then year the for flows 1985. Act Companies the with accordance in prepared Andersen Arthur Auditors Registered and Accountants Chartered 2PS WC2R London, Street, Surrey 1 1999 June, 4th Basis of audit opinion audit of Basis Auditing with accordance in audit our conducted We An Board. Practices Auditing the by issued Standards evidence of basis, test a on examination, includes audit accounts. the in disclosures and amounts the to relevant significant the of assessment an includes also It in directors the by made judgements and estimates the whether of and accounts the of preparation the circumstances the to appropriate are policies accounting applied consistently group, the of and company the of disclosed. adequately and which explanations and information the all obtain with us provide to order in necessary considered we that assurance reasonable give to evidence sufficient misstatement, material from free are accounts the error. or irregularity other or fraud by caused whether overall the evaluated also we opinion our forming In in information of presentation the of adequacy accounts. the , the , 24

Our responsibilities, as independent auditors, independent as responsibilities, Our

We report to you our opinion as to whether the whether to as opinion our you to report We 28 to 23 pages on statement the whether review We the in contained information other the read We Report of the Auditors the of Report of Shareholders the to Auditors the of Report PLC Company Land British The which 46 to 30 pages on accounts the audited have We convention cost historical the under prepared been have and assets fixed certain of revaluation the by modified as have We 46. page on out set policies accounting the the to relating disclosed amounts the examined also scheme incentive long-term options, share emoluments, which directors the of benefits pension and interests 28. to 25 pages on report remuneration the of part form auditors and directors of responsibilities Respective Annual the preparing for responsible are directors The page on described as including, Report, accounts. are established by statute, the Auditing Practices Board, Practices Auditing the statute, by established are by and Exchange, Stock London the of Rules Listing the guidance. ethical profession's our properly are and view fair and true a give accounts We Act. Companies the with accordance in prepared is report directors' the opinion, our in if, you to report also not has company the if accounts, the with consistent not received not have we if records, accounting proper kept our for require we explanations and information the all Listing the or law by specified information if or audit, transactions and remuneration directors' regarding Rules disclosed. not is group the and company the with provisions those with compliance company's the reflects the by review our for specified Code Combined the of not are We not. does it if report we and Exchange, Stock the of effectiveness the on opinion an form to required its or procedures governance corporate company's controls. internal governance corporate the including Report, Annual with consistent is it whether consider and statement, implications the consider We accounts. audited the apparent any of aware become we if report our for with inconsistencies material or misstatements accounts. the 121945 Pages 18 - 29 3rd 17/4/2000 12:59 pm Page 29 Page pm 12:59 3rd 17/4/2000 - 29 18 Pages 121945 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 30

30

Consolidated Profit and Loss Account for the year ended 31st March, 1999

1998 eeeeeeeec1999 eeeeeeeec(restated, note 23)

The British Land Company PLC Note Revenue Capital Total Revenue Capital Total eeeeeeeec£m £m £m eeeeeeeec£m £m £m

Gross rental income 375.6 375.6 337.9 337.9

less share of joint ventures 9 eae(63.7) eae eae (63.7) eae(51.1) eae eae (51.1)

Gross rental income – Group 1 311.9 311.9 286.8 286.8 EAE EAE EAE EAE EAE EAE

Operating profit 1 290.9 290.9 268.6 268.6

Share of operating profits of joint ventures 9 64.5 64.5 51.2 51.2

Disposal of fixed assets (including £2.4m from joint ventures, 1998 – £10.3m) eae eae0.8 eae 0.8 eae eae24.9 eae 24.9 Profit before interest 355.4 0.8 356.2 319.8 24.9 344.7

Net interest payable 3 (232.9) (232.9) (217.5) (217.5)

Exceptional item 3 eae eae(68.0) eae (68.0) eae eae eae Profit on ordinary activities before taxation 122.5 (67.2) 55.3 102.3 24.9 127.2

Taxation 4 eae(15.7) eae 13.1 eae (2.6) eae(16.3) eae (3.3) eae (19.6) Profit after taxation 106.8 (54.1) 52.7 86.0 21.6 107.6

Minority interest eae(0.5) eae eae (0.5) eae(0.3) eae eae (0.3) Profit for the year 106.3 (54.1) 52.2 85.7 21.6 107.3

Preference dividend (non equity) eae eae eae eae(3.9) eae eae (3.9) Profit attributable to ordinary shareholders 106.3 (54.1) 52.2 81.8 21.6 103.4

Ordinary dividends 5 eae(53.4) eae eae (53.4) eae(50.5) eae eae (50.5)

Retained profit (loss) transferred to (from) reserves 18 52.9 (54.1) (1.2) 31.3 21.6 52.9 EAE EAE EAE EAE EAE EAE

Basic and diluted pre exceptional earnings per share 6 20.6p 20.6p 16.7p 4.5p 21.2p EAE EAE EAE EAE EAE EAE

Basic and diluted earnings per share 6 20.6p (10.5p) 10.1p 16.7p 4.5p 21.2p EAE EAE EAE EAE EAE EAE

Dividend per share 5 10.3p 9.8p EAE EAE 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 31

31 The British Land Company PLC PLC Company Land British The

Balance Sheets as at 31st March,1999

eeeeeebParent eeeeeeeGroup 1998 1999 1998 1999 (restated, note 23) eaec£m eaec £m Note eaec£m eaec£m Fixed Assets eaec eaecInvestment properties 8 eaec5,289.5 eaec4,604.4

120.2 102.4 Investments in Joint Ventures 9

Share of gross assets 9 1,046.8 908.3 eaec eaecShare of gross liabilities 9 eaec(451.6) eaec(343.6) eaec120.2 eaec 102.4 9 eaec595.2 eaec564.7 eaec6,695.0 eaec 5,799.9 Other investments 10 eaec101.8 eaec68.3 eaec6,815.2 eaec 5,902.3 eaec5,986.5 eaec5,237.4 Current Assets

Trading properties 8 147.8 186.9

2,062.3 364.0 Debtors 11 33.1 40.0 eaec105.1 eaec 110.7 Cash and deposits eaec120.2 eaec117.4 2,167.4 474.7 Total current assets 301.1 344.3 eaec(4,673.0) eaec (2,596.5) Creditors due within one year 12 eaec(435.7) eaec(310.4) eaec(2,505.6) eaec (2,121.8) Net current (liabilities) assets eaec(134.6) eaec33.9 4,309.6 3,780.5 Total assets less current liabilities 5,851.9 5,271.3

(2,148.8) (1,740.3) Creditors due after one year 13 (2,271.7) (1,877.6) eaec(462.4) eaec (461.6) Convertible bonds 14, 15 eaec(462.4) eaec(461.6) EEAC1,698.4 EEAC 1,578.6 EEAC3,117.8 EEAC 2,932.1 Capital and Reserves

129.5 128.9 Called up share capital 16 129.5 128.9

1,104.5 1,091.7 Share premium 18 1,104.5 1,091.7 John Ritblat

1.6 9.8 Other reserves 18 (7.9) (6.1)

83.7 55.9 Revaluation reserve 18 1,369.0 1,271.2 eaec379.1 eaec 292.3 Profit and loss account 18 eaec522.7 eaec446.4 EEAC1,698.4 EEAC 1,578.6 Shareholders’ Funds EEAC3,117.8 EEAC 2,932.1 John Weston Smith Directors Net Asset Value per Share 17 EEAC630p EEAC592p (The NAV per share includes the valuation surplus Approved by the Board on 4th June, 1999 on development and trading properties) 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 32

32

Other Primary Statements for the year ended 31st March, 1999

1999 1998 £m £m

The British Land Company PLC eaec eaec Total Recognised Gains and Losses Profit for the year 52.2 107.3 Unrealised surplus on revaluation: – investment properties 133.1 463.2 – attributable to minority interest 0.8 (3.7) – joint ventures 34.1 78.0 – other investments eaec4.5 eaec0.5 172.5 538.0 Exchange movements on net investments eaec1.0 eaec1.6 Total recognised gains and losses EEAC225.7 EEAC646.9

1999 1998 eaec£m eaec£m Historical Cost Profits and Losses Profit on ordinary activities before taxation 55.3 127.2 Realisation of prior year revaluations eaec76.6 eaec67.0 Historical cost profit on ordinary activities before taxation EEAC131.9 EEAC194.2 Historical cost profit for the year retained after taxation, minority interest and dividends EEAC75.4 EEAC119.9

1999 1998 eaec£m eaec£m Reconciliation of Movements in Shareholders’ Funds (excluding valuation surplus on development and trading properties) Profit attributable to shareholders 52.2 107.3 Dividends eaec(53.4) eaec(54.4) Retained (loss) profit for the year (1.2) 52.9 Revaluation of investment properties and investments (net of minority interest) 172.5 538.0 Exchange movements on net investments eaec1.0 eaec1.6 172.3 592.5 Shares issued eaec13.4 eaec2.3 Increase in shareholders’ funds 185.7 594.8 Opening shareholders’ funds eaec2,932.1 eaec2,337.3 Closing shareholders’ funds EEAC3,117.8 EEAC2,932.1 The British Land Company PLC 33 £m 0.8 6.7 2.4 (7.8) 1998 (7.2) (7.4) 27.4 20.9 (47.6) (10.8) (14.8) (34.5) (44.7) 307.8 152.0 234.9 235.1 115.3 314.9 (279.5) (204.8) (184.4) (430.4) (159.2) (110.3) (195.3) (restated, note 23) £m 6.8 4.2 0.6 1999 27.7 (1.9) 19.0 44.5 34.6 (31.0) 147.3 410.7 345.1 155.3 219.9 438.4 (211.7) (192.1) (589.5) (356.1) (231.5) (125.6) (403.8) (203.0) eaeceaeceaec eaec eaec eaec eaec eaeceaec eec eaec eaec eaeceaec eaec eaec eaec eaeceaec eaec eaec eaec eaeceaecEEAC eaec eaec EEAC 2 10 14 Note for the year ended 31st March, 31st ended year the for 1999

Purchase of investments Sale of a subsidiary company Interest paid Dividends received Sale of investments Group Cash Flow Statement Flow Cash Group Net Cash Inflow from Operating Activities Dividends received from Joint Ventures Return on Investments and Servicing of Finance Interest received Paid Taxation Net Cash Inflow from Operating Activities and Investments after Finance Charges and Taxation Capital Expenditure and Financial Investment Purchase of investment properties and plant Acquisitions and Disposals Purchase of a subsidiary company Investment in and loans to Joint Ventures Sale of shares in and loans repaid by Joint Ventures Equity Dividends Paid Net Cash Outflow before Management of Liquid Resources and Financing Management of Liquid Resources and Financing Decrease (increase) in term deposits Increase (decrease) in Cash Preference dividends paid Sale of investment properties and plant Issue of Ordinary Shares Issue of Convertible Bonds Repayment Stocks of Loan Increase (decrease) in bank and other borrowings 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 33 Page pm 2:23 3rd 17/4/2000 - 36 30 Pages 121945 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 34 34 The British Land Company PLC Auditors’ remuneration for Audit services Audit for remuneration Auditors’ expenses Administrative Social security costs security Social outgoings property Other payable Rents Details of the Directors’ remuneration are given in the Remuneration Report on page 26. page on Report Remuneration the in given are remuneration Directors’ the of Details tenants. to recharged costs their and properties Group’s the at directly 267)287employed – some were (1998 which of 401) – (1998 401 was year the during Group the of employees of number Average salaries Wages and Directors) (including costs Staff Kingdom. United the in predominantly operations continuing from derived Turnoverare profit and Turnover depreciation and Amortisation included: been have items following the profit operating the at arriving In trading property on Profit proceeds Sale trading property on Profit profit Operating income rental Net income rental Gross 1. Notes to the Financial Statements Pension contributions Pension services other for remuneration Auditors’ Cost of sales of Cost income Other Profit on property trading (see below) (see trading property on Profit Operating Profit Operating eaeeec A EAC eac EAC eac EAC EAC EAC eac EAC eac EAC eac EAC eac eac eac 290.9 296.5 311.9 (24.3) (48.5) 62.2 12.8 10.8 13.7 13.7 1999 (8.1) (7.3) 5.0 1.0 1.0 1.0 0.8 0.7 £m 266.4 268.6 286.8 (46.1) (12.5) (22.9) 13.1 10.7 20.4 66.5 20.4 1998 (7.9) 1.4 1.1 4.7 1.0 0.7 0.8 £m Decrease in trading properties trading in Decrease Decrease in debtors in Decrease Broadgate (Funding) PLC(Funding) issue. Broadgate million £1,540 the of result a as required longer no derivatives of termination the to relates item exceptional the 1999, April, 12th on announced As item Exceptional payable interest Net ventures Totaljoint of share (net) payable interest Other loans shareholder on payable Interest ventures joint of Share TotalLandGroup British overdrafts and loans bank on: Payable Group Land British 3. activities operating from inflow cash Net received Dividends profit Operating 2. Increase in creditors in Increase Depreciation Receivable on: deposits and securities and deposits on: Receivable element cost development Deduct: Net Interest Payable and Exceptional Item Exceptional and Payable Interest Net Reconciliation of Operating Profit to Net Cash Inflow from Operating Activities Operating from Inflow Cash Net to Profit Operating of Reconciliation other loans other loans to Joint Ventures Joint to loans eaeeec eaeeec A EAC EAC EAC eac EAC eac eac eac eac eac eac eac eac eac eac eac EAC eac EAC eac 232.9 290.9 213.2 124.9 345.1 215.7 (19.3) 187.8 68.0 45.1 25.8 19.3 90.8 39.1 12.7 1999 1999 (2.5) (6.1) (0.8) 2.4 0.8 £m £m 171.5 119.5 203.2 205.6 268.6 217.5 307.8 (21.8) 46.0 24.2 21.8 31.2 86.1 1998 1998 (9.9) (2.4) (1.6) 1.1 2.1 6.4 £m £m The British Land Company PLC 35 4.5 1998 1998 21.2 21.2 16.7 pence million 488.4 1999 1999 10.1 10.5 20.6 20.6 pence (10.5) 517.2 million eac eac eacEAC eac EAC EAC EAC eaeeec eaeeec Parent Company’s results Basic and Diluted Earnings per Share Earnings per share – Exceptional item 7. Profit on ordinary activities after taxation attributable to parent was £140.2m (1998 – £17m). 6. Earnings per share – Revenue Total – share per Earnings Earnings per share – Pre exceptional item average Weighted number of shares in issue Earnings per share are based on profit attributable to ordinary shareholders. Earnings per share on a pre exceptional basis are calculated by excluding the post tax effect (£54.2m) of the exceptional item described in Note 3. Earnings per share – Capital £m £m 0.2 3.6 0.5 1.1 3.3 3.3 (2.7) 1998 1998 15.8 50.5 13.6 16.3 19.6 34.7 £m £m 7. 5 0.7 2.1 1.6 1.9 0.2 2.4 2.6 1999 1999 16.7 15.7 36.7 53.4 (13.8) (13.1) eaceac eac eac eaceac eac EAC eac EAC eaeeec 1998 3.07 6.73 9.80 pence 1999 7.07 3.23 pence 10.30 eacEAC eac EAC eac EAC eac EAC eaeeec eaeeec

Taxation Ordinary Dividends 4. Revenue (effective rate 12.8% – 1998 15.9%) U.K. corporation tax Revenue taxation Capital taxation on exceptional item Capital taxation attributable to joint ventures Capital taxation taxation Total The availability of capital allowances has reduced the effective tax rate. 5. Interim paid (1999 – paid 6th April, 1999) for year Total will be paid on 25th August, The 1999 final to dividend shareholders of on 7.07p the register at close of buisiness on 16th 1999. July, The ex-dividend date is 12th 1999. July, Overseas tax Attributable to joint ventures Proposed final Tax on franked investment Tax income Prior years adjustment Deferred tax 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 35 Page pm 2:23 3rd 17/4/2000 - 36 30 Pages 121945 121945 Pages 30 - 36 3rd 17/4/2000 2:23 pm Page 36 The British Land Company PLC £3.8m (1998 – £11.5m and £3.8m) respectively.£3.8m) and £11.5m – (1998 £3.8m and £14.0m to amounts properties trading and investment in capitalised interest Cumulative borrowings. Group £1,074.1msecure at to valued charged Properties were £1,116.8m) – (1998 Totalproperties trading and investment development for Landheld – value realisable net and Lower cost of valuations: External – basis market open an On Surveyors. Chartered of Institution Royal The by published ValuationManual and Appraisal the with accordance in value market open of basis the on valuers external by valued were properties trading and Investment 8. Investment and Tradingand Properties Investment United Kingdom: Weatherall Green & Smith & WeatherallGreen Kingdom: United Netherlands: CB Richard Ellis Richard CB Netherlands: LangLaSalle Jones Ireland: of Republic B.V. eaaaac eaaaac eaaaac EAAAA 5,463.1 5,581.2 5,576.6 112.5 E 4.6 1.0 £m (1998 – £3,413.9m). – (1998 £4,041.5m was subsidiaries investment by held properties of cost historical The Group. the by occupied property of respect in £10.8m, of amount an is properties leasehold the in Included Totalproperties trading and investment properties trading and development On surplus valuation External 4, value realisable net and cost of lower At Tradingproperties 1999 March, 31st cost Valuationand 3,801.8 1998 April, 1st cost Valuationand properties Investment 1tMrh 991331. 2.7 11.8 133.3 1999 March, 31st eauto 0. 29.0 (32.8) 104.1 (58.7) 15.4 32.8 (228.0) 819.4 3.9 Revaluation Reallocations Disposals Additions fluctuations Exchange EA EA acea aceaac eaac eaac eaac eaac eaac eaac eaac reodLn Short Long Freehold 3. 755.5 534.0 E E m£ £m £m £m EA EA eceaaae 802.6 E E Leasehold EA EA e E E 4,604.4 5,289.5 5,581.2 EA EA EA eaac (286.7) 143.9 133.1 834.8 147.8 Total E E E 3.9 £m The British Land Company PLC 37 £m 2.4 (3.1) 63.7 34.1 64.5 Share (25.8) (19.3) (45.1) 196.0 595.2 399.2 595.2 (451.6) 1,046.8 British Land 57.2 The Tesco EAEC 4.7 (2.0) (4.3) 220.5 6.6 371.0 66.6 499.0) (116.2) 2.1 4.1 (294.6) 31st March, 1999 unless 31st otherwise March, stated. 1999 £m £m £m £m £m £m House Properties Universal Properties Property Joint 154.1) (134.5) (180.0) (113.0) The Public BLT BL BL Rank British Land Other April 1995 November 1996 February 1997 August 1997 February 1998 31st March 20th December 31st March 31st December 20th December eaecEAEC eaecEAEC EAEC eaec EAEC EAEC eaec EAEC EAEC eaec EAEC EAEC eaec EAEC EAEC EAEC eaec EAEC eaeceaec eaeceaec eaeceaec eaec eaecEAEC eaec eaec eaec eaec EAEC eaec eaec eaeceaec eaec EAEC eaecEAEC eaec eaec eaec eaec EAEC eaec EAEC eaec eaeceaec eaec EAECeaec EAEC eaec eaec EAEC EAEC eaec eaec eaeceaec eaec EAEC EAEC eaec eaecEAEC eaec eaec eaec EAEC EAEC eaec eaec EAEC eaec eaec EAEC eaec eaec EAEC eaec eaec eaec eaec EAEC eaec eaec EAEC EAEC eaec eaec EAEC EAEC EAEC eaec eaec eaeceaecEAEC eaec eaeceaec EAECeaec eaec eaec eaec EAEC eaec eaec eaec eaec EAEC eaec eaec eaec eaec EAEC eaec eaec eaec EAEC eaec eaec eaec eaec EAEC eaec EAEC Company Ltd Ltd PLC Ltd Partnership Ventures – shareholders (1.8) (33.8) (3.0) Joint Ventures Joint Ventures Capital commitmentsAll companies are English property investment companies unless otherwise stated. All information is as at or for the period to 13.2 2.8 31.8 22.5 0.5 Net external assetsRepresented by: Shareholder loans; funded equally at 31st March, 1999Ordinary shareholders’ funds/Partners’ capital InvestmentTotal 1.0 79.0 18.3 54.6 327.3 80.0 45.4 72.9 80.0 547.8 72.9 52.0 547.8 371.0 52.0 66.6 371.0 66.6 Total propertiesTotal Debentures external assets (liabilities)Total (157.1) 237.1 (137.2) 210.1 ( 1,046.8 168.2 368.9 62.5 Profit for the yearRevaluation returnTotal Summarised Balance Sheets Investment properties at valuationDevelopment properties at cost 5.1 237.1 10.2 15.3 210.1 0.2 1,046.8 4.9 5.1 5.0 168.2 31.8 36.8 0.1 311.7 6.5 6.6 15.2 62.5 13.0 28.2 11.7 1.7 13.4 Profit before taxTax Profit after taxSummarised Statement of Recognised Gains and Losses 5.1 5.1 0.2 0.2 7.0 5.0 0.1 0.1 15.2 16.0 11.7 Operating profitNet interest – external interestTotal (payable) receivableRevenue profit before taxCapital profit before tax (13.3) (13.3) 18.4 (12.0) 5.1Bank debt falling due within one year (10.2)Bank debt falling due after one year 12.2Other net assets (liabilities) (56.7) 0.2 (22.9) 59.0 (9.0) 2.3 (6.0) 9.1 0.3 (4.0) 0.3 0.1 ( 14.9 0.6 15.2 0.6 1.0 15.4 16.0 (2.7) (24.4) (3.2) 2.1 4.1 All Joint are Ventures held equally on a 50:50 basis Date established Accounting year end Summarised Profit and Loss Accounts Gross rental incomeNet rental incomeOther (expenditure) income (0.2) 18.9 18.6 (0.4) 12.6 12.6 (2.2) 67.0 61.2 (0.3) 9.4 9.4 (0.6) 15.7 15.5 12.8 3.7 2.6 9. 121945 Pages 37 - 46 3rd 17/4/2000 2:49 pm Page 37 Page pm 2:49 17/4/2000 46 3rd - 37 Pages 121945 121945 Pages37-463rd17/4/20002:49pmPage38 38 The British Land Company PLC bank loan with a term of 7.5 years. These loans are without recourse to the shareholders. the to recourse 7.5without of are term loans a These with years. loan bank million £180 unsecured an arranged company the 1998 November In years. 18 is debentures these of life average The 2020. in due million £200 further a and 2011 in due million £100 of one 1998, hw nteprflontso ae 3t 56 to 53 pages on notes portfolio the in shown is properties the on information below.Further out set are ventures joint the of details Outline financings. separate arrange and administration) the cases some in (and management property the for fees earn accessible, been have otherwise not would which assets of blocks major in interests acquire to able is LandGroup British The ventures joint Through bank loan together with shareholder loans and equity. The 6 equity.The and loans shareholder with together loan bank million £180 a and debentures million £300 by financed was company the 1999 March, 31st At London.of City Houndsditch, and ValleyPark, Thames in located offices being balance The parks. warehouse retail and supermarkets centres, shopping shops, street high prime of consisting Kingdom, United the across spread widely properties with retail predominantly is properties 400 some of portfolio BLU The Fund. Teachers,Pension with US association the in Reading ValleyPark, Thames at Campus Microsoft the in interest 50% a and Cambridge Centre, Beehive Wakefield,The Park, WestgateRetail include year the during investments Significant reinvested. been have sales from funds the and sold been have properties 580 then Since group. GUS the from properties 982 acquired it when 1997February in P.L.C.established Stores was Universal Great The with venture joint 50:50 This PLC Universal BL million. £11.4 to amounted March,1999 31st at derivatives and debt the of value book over value market of excess The loan. the of rate interest variable the of 94% fix to was derivatives of effect the 1999 March, 31st At million. £12 to limited is shareholder each to loan bank the on equity.Recourse and loans shareholder through funded was balance the purchase; the of proportion substantial a fund to loan bank million £140 year seven a arranged company The m. sq. 53,100 Tescoapproximately 9 totalling and Superstores Tesco Southampton; Southend-on-Sea Metro, Centre, Distribution Salvesen Christian Tescoand Plymouth; Centre Park, Distribution Retail Mills Marsh Newport; Park, Retail Harlech parties: the from acquired were which properties following the owns 1996 November in established Tescowas with which venture plc, joint 50:50 This BLTLimited Properties £17.5to amounted million. 1999 March, 31st at derivatives and debt the of value book over value market of excess The loan. the of rate interest variable the of 92% fix to was derivatives of effect the 1999 March, 31st At loan. bank the of drawing further a by funded mainly end, year the after million £13 for acquired were area trading of m. sq. 3,500 with pubs, 14 further A million. £16 to limited is shareholder each to loan this on equity.Recourse shareholders’ through funded being balance the purchase, initial the of proportion substantial a fund to loan bank amortising million £164 year ten a arranged venture joint The freehold. are and England of South the in 57,500predominantly approximately are totalling area, houses, trading public of 319 m. The sq. plc). Newcastle & Scottish of subsidiary operating (an Brewer & Chef to let Houses Public of portfolio a acquire to 1995 April in established was plc Newcastle & Scottish with venture joint 50:50 This Limited Company House Public The are: ventures joint Principal 9. Joint VenturesJoint (continued) . 3 / 4 % debentures were issued in March in issued were debentures % a car park and an hotel have been developed and profitably sold. profitably and developed been have hotel an and park car a apartments, 333 space, retail and offices of m. sq. To100,000 developer). some Irish date (an Limited Hardwick with equally owned is company The complete. virtually is programme The Dublin. of City the in site hectare 11 an on Centre Services Financial International Ireland’s of Republic the of government the 1987develop August to in established was company at 31st March, 1999 amounted to £17.7to amounted 1999 million. March, 31st at derivatives and debt the of value book over value market of excess The capped. being balance the fixed, was debt of 83% derivatives of effect the account into taking 1999 March, 31st At million. £0.5 of guarantees shortfall interest provided each have shareholders The Cambridge. Centre, Beehive The is security principal The loan. bank secured year 10 million, £60 further a arranged has company the end year the Since Peacocks Centre Partnership: Centre Peacocks Ireland): of (Republic Limited Company Development Docks House Custom VenturesJoint Other comprise AL7City WelwynGarden 1AB. Park, Shire P.O.400, Buildings, Box Cirrus is partnership the of business of place principal The LondonderryBursledon. at and out carried being currently are Extensions Maidstone. and (Southampton) (LondonBursledon Neasden NW10), at ones existing the to addition in (Dorset) Ferndown and Bromley-by-Bow at superstores Landcontributed British year the During Tesco.by anchored are parks retail both and centres the All plan. with accordance in progressing Lettingscentre. are shopping town of out Peterborough Green, Serpentine 27,900m. sq. the of development the time, on completed, partnership the 1999 February In m.. sq. 36,100 Tesco5 comprising and superstores Bury and Keynes Milton at parks retail two Ireland, Northern Londonderry,and Leicester,Lisburn at and centres Northampton shopping owns partnership The partners. both from properties retail 27thacquired on and TescoFebruary,established 1998 with was partnership plc 50:50 The TescoPartnership The Property Land British million. £6.8 to amounted 1999 March, 31st at derivatives and debt the of value book over value market of excess The loan. the of rate interest variable the of 89% fix to was derivatives of effect the 1999 March, 31st At million. £5 to limited is loan bank this on shareholder each to recourse equity.The and loans shareholder million, £113 of loan bank year seven a by funded was purchase The Wandsworth.and Manchester,Swansea Liverpool, Hull, West),Hartlepool, (Axis Glasgow Forge), (The Glasgow Bristol, Blackpool, Birmingham, Beckton, at: m. sq. 40,000 Stockton-on-Tees;approximately at totalling park clubs bingo 12 retail/leisure a cinemas; 2 m.; sq. 11,800 around of Glasgow in TrentTelford;park and leisure a Leicester,Huddersfield, Stoke-on- Bromborough, Southampton, at m. sq. 50,800 approximately totalling properties multi-leisure 6 are There retail. Stockton-on-Teesand leisure mixed is which Wharf,Chandlers for except leisure all are Rank, to let 96% are which properties, 22 The 1998. March, 26th 1997,on completed purchases property initial the and August in announced was Plc Group Rank The with venture joint 50:50 this of establishment The Limited Properties Rank BL place of business is The Peacocks Centre, Woking,Surrey. Centre, Peacocks The is business of place principal The complex. entertainment and arts an with centre shopping modern a in space retail of m. sq. 32,500 provides Centre Peacocks Woking.The Centre, Peacocks The acquire to 1998 This 50:50 partnership with SPP Group was established in June in established was Group SPP with partnership 50:50 This This Irish This The British Land Company PLC 39 £m £m £m 4.5 (6.7) 27. 8 1999 76.9 Total 68.3 35.0 (47.9) Group (43.6) 101.8 101.8 240.1 918.8 196.5 231.5 5,743.4 6,683.3 ee ee ee EE Parent only £m £m Shares in Loans to Subsidiaries Subsidiaries eec eec eec eec eec eec EEC EEC EEC Revaluations £m 0.3 Additions Other Investments 56.5 At 1st April, 1998 11.7 At 31st March, 1999 (45.1) Disposals Parent 6,683.3 6,695.0 Investment in subsidiaries (see below) other investments Total Investment properties Net current liabilities Net assets acquired Repayment of loan Settled by cash At 1st April, 1998AdditionsExchange fluctuationsRevaluationAt 31st March, 1999Acquisition of Broadgate (Phase 3) Plc On 30th 1998 December, the Group acquired Broadgate (Phase 3) Plc, owner of 100 Liverpool EC2. Street, Consideration London is made up as follows: 3,002.9 (6.7) 2,740.5 3,024.1 0.1 3,659.2 27.8 918.7 10. ecceccecceccECCOther Group investments includes 9.4% of the issued share capital of Selfridges plc, with a market value of £35.8 million at 31st March, 1999. For the year ended 31st March, 1999 dividends and interest from other investments amounted to £2.9m (1998 – £4.2m). The Group additions include a non cash movement of £45.9m (1998 – £45.0m). The historical cost of other Group investments is £96.8m (1998 – £64.3m). and Shares 1995, in 1997 subsidiaries are included at cost or directors’ valuation in 1977, 1999, to take account of their underlying net asset value; their historical cost is £2,981.4m (1998 – £2,988m). e c e c e c e c E C £m Total 14.6 34.1 564.7 121.3 595.2 (139.5) Group Equity Loans EEC EEC EEC joint ventures (net of dividend) 14.6 (continued) Share of profit attributable to Revaluation 34.1 £m £m £m Joint Ventures Joint Ventures 86.8 Additions 46.1 75.2 (69.0) Disposals (139.5) 120.2 At 31st March, 1999 399.2 196.0 102.4 At 1st April, 1998 304.4 260.3 ecEC eec eec eec ec eec eec eec The historical cost of (1998 joint – ventures £483.5m). is £479.8m The amount of £120.2m includes £94.0m of loans to joint ventures by the parent. The movement over the year: Parent 9. Cherrywood Properties Limited (Republic of Ireland) – post year end On 22nd April, 1999 this joint venture was formed with Dunloe Ewart Plc, the quoted Irish property company to develop the site known as Cherrywood Co. at Dublin. Loughlinstown, The overall master plan envisages a development of 148,000 sq. m.. The first phase is a sq. 70,000 m. Park Science currently and being Technology developed in partnership with the local Dun authority, Rathdown Laoghaire County Council. Further phases of hectare the 147 site will include retail, offices, hotels, restaurants and leisure, including a golf course. The initial cost of the investment is IR£33.5 million. It is expected that development expenditure will be funded by a mixture of bank loans and shareholder loans. In addition, British has Land agreed to invest £5.1 million in shares (representing 5%) of Dunloe Ewart Plc. 121945 Pages 37 - 46 3rd 17/4/2000 2:50 pm Page 39 Page pm 2:50 17/4/2000 46 3rd - 37 Pages 121945 121945 Page4017/4/20002:45pm 40 The British Land Company PLC Principal operating subsidiaries are: subsidiaries operating Principal 10. Other Investments Other FINANCE, INVESTMENT FINANCE, Republic of Ireland Firmount Limited* Firmount Ireland of Republic AND MANAGEMENT AND Netherlands British Land Investments Netherlands Holdings N.V. Holdings Netherlands LandInvestments British Netherlands EXECUTIVE PROPERTY (continued) stated are registered and operate in England and Wales. and England in operate and registered are stated otherwise where except and owned wholly are companies These Parent the by held *Directly PLC(Funding) Broadgate Limited* Financing Bishopsgate 135 Limited* Corporation Finance & Property Real Limited Management Land Property British (London) Holdings Limited* Property Union Limited (Investments) Holdings Property Union Limited Corporation Property Union Limited Corporation Assets & Debenture Equitable The Limited Properties Sealhurst Limited Estates Jason PLCEstates Avenue Finsbury Limited* Holdings Investment Derby Limited Company Property Clarendon Limited Cleartest Limited Wall(Holdings) City Plc Properties Broadgate Limited* Holdings Property Broadgate Limited* Holdings B.L. Limited Company Property Bayeast Limited Corporation Investment Adamant Limited* Land Properties British Limited* Land Financing British Limited Land Developments British Limited* Land Corporation British The Broadgate (PHC 15a) Limited 15a) (PHC Broadgate Limited 11) (PHC Broadgate Limited 9) (PHC Broadgate Limited 8) (PHC Broadgate Limited 7) (PHC Broadgate Limited 4) (PHC Broadgate Limited 3) (PHC Broadgate Limited 2) (PHC Broadgate Limited 1) (PHC Broadgate eeceeeeac ee eaacc eeeeac eeeeac EAC 13. eac EAC eac ee eaacc eeeeac eeeeac 12. EAC eac EAAAAAC eaaaaac eeeeac 11. AAA E EAAAAAC E EAAAAAC ,5. ,2. Am 2,423.8 4,455.1 ,4. 1,740.3 2,148.8 2,050.8 351.5 Amounts owed by group companies group by owed Amounts 351.5 2,050.8 ,6. 364.0 2,062.3 1,275.3 866.9 Bank loans (note 14) (note loans Bank 866.9 1,275.3 ,7. 2,596.5 4,673.0 103.1 94.4 Bank loans (note 14) (note loans Bank 94.4 103.1 873.5 873.4 Debentures and loans (note 14) (note loans and Debentures 873.4 873.5 991998 1999 Debtors Creditors Due Within One YearOne Within Due Creditors 34.5 37.3 Accruals and deferred income deferred and Accruals 37.3 34.5 36.7 34.7 Proposed final dividend final Proposed 34.7 36.7 38.0 Dividends (paid 6th April, 1999) April, 6th (paid Dividends 38.0 Creditors Due After One YearOne After Due Creditors 991998 1999 1998 1999 m£m £m 1.5 2.3 Overdrafts (note 14) (note Overdrafts 2.3 1.5 tax Corporation 3.6 4.4 4.4 2.3 Amounts owed by Joint Ventures Joint by owed Amounts 2.3 4.4 0.3 1.5 Other taxation and social security social and taxation Other 1.5 Tradecreditors 0.3 2.5 3.8 2.7 6.6 Prepayments and accrued income accrued and Prepayments 6.6 2.7 m£m £m £m £m Parent Parent Parent A E EAC EAC EAC EAC cee eac eac ac ac Corporation tax Corporation eerdtxto 11.8 taxation Deferred Debentures and loans (note 14) (note loans and Debentures Minority interest Minority Tradedebtors ounts owed to group companies group to owed ounts 2,271.7 1,275.3 A EAC EAC 109.9 984.4 103.1 435.7 114.7 16.2 25.6 38.0 33.1 10.4 12.0 36.7 1999 1999 1999 4.5 6.5 1.5 1.7 ceac ac £m £m £m Group Group Group 1,877.6 310.4 103.6 986.0 867.5 34.7 11.3 18.7 95.6 12.3 40.0 26.4 1998 1998 1998 47.4 2.3 2.1 2.3 6.0 £m £m £m The British Land Company PLC 41 Cash is primarily used to reduce indebtedness. Deposits are held to maintain an appropriate level of placed liquidity, having regard to the standing of the counterparty and the appropriate rate of return. Activity since 1st April, 1998 At the beginning of the million year of the which Group 10% net was debt at was a £2,297.7 variable interest rate, the balance being at fixed or capped rates. Available undrawn facilities were £922.6 million. Debt and facilities due to expire in the year amounted to £143.1 million. During the year the Group invested some £800 million at Broadgate, its core City holding. With sales and other additions and development expenditure, the increase in debt was £410.5 million to total net debt at million. £2,708.2 These additions were financed by drawing down revolving variable rate bank lines and entering into new derivatives to fix or cap the interest rate exposure on the debt. Facilities have been increased in the year by arranging a new £110 million, unsecured, seven-year revolving syndicated bank facility with LB. West This finance was principally provided by German and other European banks, accessing a new source of finance for the The Company. ongoing process of renewing and extending bank lines has continued. In April 1999, the Group announced the launch of the £1,540 million fixed rate Broadgate Notes. (Funding) The PLC proceeds of the securitisation are being used to repay bank debt on revolving facilities, which are then available for redrawing. As part of the securitisation, surplus derivatives which previously hedged bank debt have been closed out resulting in the £68 million exceptional item. Following this innovative financing the Group debt is predominantly fixed, although it is expected that the position will revert to a proportion of variable rate in the near term. Average debt maturity has increased from 19.9 years at March 1998 to 23 years currently. Cash and available undrawn facilities now amount to £2,200 million. Foreign Currency Foreign Management The Group borrows in Irish Pounds to match the balance sheet foreign currency amount of its portfolio of Irish Pound denominated assets. On occasion the Group borrows in freely available currencies other than Sterling when attractive terms are available to do so. The foreign currency risk on such borrowings is addressed through derivatives. The Group has no material net assets or liabilities denominated in foreign currencies. Balance Sheet Management The ratio of debt to assets is maintained at or around 50% in the medium term, subject to the impact of transactions, past and planned, and the Board’s view of the market. Cash Management Policy Net Debt The Group’s income principally derives from fixed rents which are subject to upward only review. The Group uses derivatives (swaps, swaptions and caps) to maintain a suitable mixture of fixed rate, capped and variable rate debt so that interest liabilities are contained. Under normal circumstances the Group maintains a maximum of 20% of debt, regularly less, at variable rates. In determining the appropriate level of variable rate debt, future property and financing transactions, which have a substantial impact on debt levels, as well as the Group’s gearing are carefully considered. when Exceptionally, major transactions are anticipated the amount of variable rate debt may rise above 20%. The use of derivatives is managed and reviewed by a Derivatives Committee which includes two executive directors. Individual counterparty creditworthiness as well as the overall spread of counterparties is monitored and controlled. Derivative facilities currently available, at no fee to the Group, are sufficient to hedge £2,000 million of debt. Interest Rate Management Policy Debt Management Policy The Group continually seeks new sources of finance and does not wait for property opportunities to arise before doing so. The Group maintains a balance between funds which are expected to remain outstanding for the longer term (over ten years) and shorter term (under ten years) funds that provide flexibility of repayment and redrawing at no penalty. Funding risk is spread by using a range of banks and a variety of sources of finance e.g. equity capital markets, fixed income capital markets in different countries and therefore economies. Maturity risk is spread by avoiding bunching of repayment dates and extending and expanding bank facility terms. All Group bank borrowings are unsecured and on standard terms. To maintain sufficient resources To to meet the financing requirements of the Group at lowest achievable cost and minimal risk. Significant impacts on these requirements are made by property purchases, sales, developments and debt repayments. No speculative treasury transactions are undertaken. Objective and Policies Objective 14. Function The Treasury The Group finances its operations by a mixture of convertible equity, bonds, public and debtprivate issues and bank borrowings. The Group borrows principally in Sterling at both fixed and floating rates of interest, using derivatives where appropriate to generate the desired interest rate profile. 121945 Pages 37 - 46 3rd 17/4/2000 2:50 pm Page 41 Page pm 2:50 17/4/2000 46 3rd - 37 Pages 121945 121945 Pages 37 - 46 3rd 17/4/2000 2:50 pm Page 42

42

14. Net Debt (continued)

Parent Group Group

1999 1998 Maturity Analysis of net debt Proforma* 1999 1998 Maturity of committed undrawn borrowing facilities Proforma* 1999 1998 The British Land Company PLC eeeec£m £meeeeeeec £m £m £m ee£meee£meee£mc Repayable: Expiring: 110.9 104.6 96.7 within one year and on demand 27.0 106.3 100.0 Within one year 213.4 42.6 177.9 256.2 45.0 between: one and two years 85.3 258.6 47.8 between: one and two years 382.9 83.5 108.0 934.2 696.2 two and five years 159.1 943.0 704.2 two and three years 433.0 342.1 40.0 498.6 538.7 five and ten years 671.7 522.3 560.8 three and four years 450.0 113.6 59.0 1.7 1.7 ten and fifteen years 236.8 32.4 29.8 four and five years 219.0 232.0 123.4 150.0 150.0 fifteen and twenty years 356.2 195.3 192.7 over five yearseae 150.9 eae eae108.3 147.6 twenty and twenty five years 322.8 147.6 9.5 TotalEE 1,849.2 EE619.2 EE922.1 229.9 377.4 twenty five and thirty years 462.3 229.9 377.4 thirty and thirty five years 382.2 Interest Rate and Currency Profile – including effect of derivatives Group 246.5 246.4 thirty five and forty years 246.5 246.5 246.4 ead146.5 ead 146.5 Irredeemable ead 146.5 eaad146.5 ead146.5 Proforma* 1999 1998 £m £m £m 2,715.8 2,298.6 Gross debt 3,096.4 2,828.4 2,415.1 eeeeeeeec ead(105.1) ead (110.7) Less cash and deposits ead (320.2) eaad(120.2) ead(117.4) Fixed rate 2,769.1 2,046.1 1,819.2 Capped rate 250.0 250.0 2,610.7 2,187.9 Net debt 2,776.2 2,708.2 2,297.7 EAD EAD EAD EAAD EAD Variable rateeae 7.1 eae412.1 eae228.5

Parent Group Net debtEE 2,776.2 EE2,708.2 EE2,297.7 1999 1998 Net Debt Comprises: 1999 1998 eeeec£m £m Note eeeec £m £m On a proforma basis the weighted average interest rate of the Sterling fixed rate debt is 7.3% Creditors due within one year 12 with a weighted average fixing period of 23 years. Debentures and loans 1.7 2.1 1.5 2.3 Overdrafts 1.5 2.3 All the above debt is Sterling except for £112.7m (1998 – £93.7m) of Irish debt of which ead103.1 ead 94.4 Bank loans eaad103.1 ead95.6 £75.0m (1998 – £50.4m) is fixed and the balance floating. At 31st March, 1999 the weighted ead104.6 ead 96.7 eaad106.3 ead100.0 average interest rate of the sterling fixed rate debt is 8.24%. The weighted average period for which the rate is fixed is 21.9 years. The Irredeemable Convertible is treated as having a life Creditors due after one year 13 of 100 years for this calculation. The weighted average interest rate of the Irish fixed rate 873.5 873.4 Debentures and loans 984.4 986.0 debt is 3.81% and the weighted average period for which the rate is fixed is 4.2 years. The ead1,275.3 ead 866.9 Bank loans eaad1,275.3 ead867.5 floating rate debt is set for periods of the Company’s choosing at the relevant LIBOR (or in ead2,148.8 ead1,740.3 eaad2,259.7 1,853.5 ead the case of Irish debt EURIBOR) rate. 2,253.4 1,837.0 Debt before Convertible Bonds 2,366.0 1,953.5 ead462.4 ead 461.6 Convertible Bonds 15 eaad462.4 ead461.6 ead2,715.8 2,298.6ead Gross debt eaad2,828.4 2,415.1 ead (70.2) (42.4) Cash (81.9) (48.1) ead(34.9) ead (68.3) Term deposits eaad(38.3) ead(69.3) ead(105.1) ead (110.7) Total cash and deposits eaad(120.2) ead(117.4) * Proforma figures are presented to show the effect of the £1,540 million Broadgate (Funding) EAD2,610.7 EAD 2,187.9 Net debt EAAD2,708.2 EAD2,297.7 PLC Notes issued on 14th May, 1999 and the derivative close out costs of £68 million. 121945 Pages 37 - 46 3rd 17/4/2000 2:50 pm Page 43

43 The British Land Company PLC PLC Company Land British The

14. Net Debt (continued)

Parent Group Analysis of Group net debt FX and other non 1999 1998 Proforma* 1999 1998 cash eeeec£m £meeeeeeeec £m £m £m 1998 Cash flow movements 1999 eeeee£m £m eeeee £m £m Secured on the assets of the Group Cash at bank (48.1) (33.8) (81.9) † 6.5055% Notes 2038 97.3 Overdraftee 2.3 ee (0.8) ee ee1.5 7 246.4 246.4 8 /8% FMD Stock 2035 246.4 246.4 246.4 Net cash per cash flow statement (45.8) (34.6) (80.4) 3 197.0 197.0 9 /8% FMD Stock 2028 197.0 197.0 197.0 Term debt 1,951.2 410.7 2.6 2,364.5 1 12.6 12.6 10 /2% FMD Stock 2019/24 12.6 12.6 12.6 Convertible Bonds 461.6 0.8 462.4 3 20.4 20.4 11 /8% FMD Stock 2019/24 20.4 20.4 20.4 Term depositsee (69.3) ee 27.7 ee 3.3 ee(38.3) † 8.49% 135 Bishopsgate Group net debt 2,297.7 403.8 6.7 2,708.2 ead eadSecuritisation 2018 ead109.1 ead109.1 ead111.2 EE EE EE EE ead476.4 ead 476.4 ead 682.8 ead585.5 ead587.6 Reconciliation of net cash flow to movement in Group net debt 1999 1998 £m £m Unsecured eeeee Group net debt at 1st April 2,297.7 2,150.0 † Class C2 6.4515% Notes 2032 73.0 ee ee † Class B 6.0875% Notes 2031 218.9 Movement in net debt in the year; † Class A3 5.7125% Notes 2031 145.9 (Increase) decrease in cash (34.6) 7. 2 † Class A2 5.67% Notes 2029 301.5 Cash inflow (outflow) from movement in debt 410.7 (117.7) † Class A1 Fixed Rate Notes 2024 316.1 Cash inflow from issue of Convertible Bonds 314.9 Cash inflow (outflow) in term deposits 27.7 (47.6) 147.6 147.5 8 7/8% Bonds 2023 147.6 147.6 147.5 ee ee

150.0 150.0 121/2% Bonds 2016 150.0 150.0 150.0 Changes resulting from cash flows 403.8 156.8 † Class C1 6.7446% Notes 2014 170.2 Exchange differences and other non cash movements ee6.7 ee(9.1) † Class D Fixed/Floating Rate ee410.5 ee147.7 Notes 2014 175.1 Group net debt at 31st March 2,708.2 2,297.7 1.7 1.7 101/4% Bonds 2012 1.7 1.7 1.7 EE EE 97.8 97.8 7.35% Senior US Dollar Notes 2007 97.8 97.8 97.8

8 1/2% Loan Stock 2000/05 3.5 3.5 3.5 Total borrowings where any instalments are due after 31st March, 2004 is £109.1m ead1,379.9 ead 963.6 Bank loans and overdrafts ead 149.9 1,379.9 ead ead965.4 (1998 – £111.2m). ead1,777.0 1,360.6ead 1,951.2ead1,780.5 ead1,365.9 ead

Convertible Bonds

315.9 315.1 6.5% Convertible Bonds 2007 315.9 315.9 315.1 6% Subordinated Irredeemable ead146.5 ead 146.5 Convertible Bonds ead 146.5 ead146.5 ead146.5 ead462.4 ead 461.6 ead 462.4 ead462.4 ead461.6 2,715.8 2,298.6 Gross debt 3,096.4 2,828.4 2,415.1 ead(105.1) ead (110.7) Cash and deposits ead(320.2) ead(120.2) ead(117.4) EAD2,610.7 EAD 2,187.9 Net debt EAD2,776.2 2,708.2 EAD EAD2,297.7

† These borrowings are obligations of ringfenced, default remote, special purpose companies, * Proforma figures are presented to show the effect of the £1,540 million Broadgate (Funding) with no recourse to other companies or assets in the Group. PLC notes issued on 14th May, 1999 and derivatives close out costs of £68 million. 121945 Pages 37 - 46 3rd 17/4/2000 2:50 pm Page 44

44

14. Net Debt (continued) 16. Share Capital

Comparison of market values and book values at 31st March, 1999 Ordinary Shares of 25p each Book Market eeeed The British Land Company PLC Value Value Difference Authorised 1st April, 1998 746,600,000 eeeee£m £m ee£m Increase 52,600,000 Long term fixed rate debt 986.1 1,354.6 368.5 eeeed Bank debt (net) 1,259.7 1,259.7 Authorised 31st March, 1999e 799,ee200,000ed Convertible debt 462.4 541.8 79.4 ee£m Continuing derivativesee ee (28.3) ee(28.3) Issued and fully paid 1st April, 1998 128.9 515,646,661 Net debt 2,708.2 3,127.8 419.6 EE EE EE Issues eee0.6 e2,337,263ee Issued and fully paid 31st March, 1999e 129.5ee517,983,924eee Derivatives provision – closed out derivatives 68.0 68.0 EE EE EE Further details of share issues are included in the Directors’ Report. At 31st March, 1999 – 1,910,663 Ordinary Shares were outstanding under the Share The market value and difference are shown before any tax relief. The difference between book Option Schemes. value and market value on the convertibles arises principally from the British Land share price. £200,000 6% Cumulative Redeemable Convertible Preference Shares of £1 each are In accordance with accounting standards book value of the debt is par value net of also authorised. amortised issue costs. The valuation of 135 Bishopsgate Securitisation 2018 has been undertaken by Greenwich NatWest. The valuation of other long term fixed rate debt and convertible debt has been undertaken by Warburg Dillon Read. The bank debt has been valued assuming the bank debt could be renegotiated at contracted margins. The derivatives have been valued by the independent treasury adviser Record Treasury Management.

15. Convertible Bonds 17. Net Asset Value per Share

1 6 /2% Convertible Bonds 2007 1999 1998 1 Shares Net Assets Shares Net Assets The £323 million 6 /2% Convertible Bonds 2007 carry a Bondholder right of conversion, eeeeem£m eeeeem£m exercisable at any time, into Ordinary Shares of the Company at 672p per share. The Company Net asset value (undiluted) has the right to redeem, at its discretion, all or part, of the Bonds at par on or after 17th June, Shareholders’ funds as shown on Balance Sheet 518.0 3,117.8 515.6 2,932.1 2002. The Company has the right to redeem the remaining Bonds where 75% of the Bonds EE EE have been converted or purchased or cancelled. If the Company elects to redeem the Bonds, Valuation surplus on development and trading properties 143.9 119.9 Bondholders have the right to elect for conversion into the underlying Ordinary Shares. On conversion of the entire issue into Ordinary Shares of the Company 48.1 million ee ee Ordinary Shares would be issued. Net assets attributable to Ordinary Shares EE3,261.7 EE3,052.0 Net Asset Value per Share (undiluted) EE630p EE592p 6% Subordinated Irredeemable Convertible Bonds The £150 million 6% Subordinated Irredeemable Convertible Bonds carry a Bondholder Fully diluted net asset value conversion right exercisable at any time into Ordinary Shares of the Company at 500p Net assets attributable to Ordinary Shares 518.0 3,261.7 515.6 3,052.0 (1998 – 500p) per share. The Company has the right to redeem, at its discretion, the Adjust to fully diluted on conversion of: Bonds at par if after 9th April, 2001 the average ordinary share price attains 130% of the 6% Irredeemable Convertible Bonds 30.0 146.5 30.0 146.5 conversion price for a 30 day period and after 9th April, 2008 without conditions. The 61/2% Convertible Bonds 2007 48.1 315.9 48.1 315.1 Company has the right to redeem the remaining Bonds where 75% of the Bonds have Net assets attributable to fully diluted ee ee ee ee been converted or purchased or cancelled. If the Company elects to redeem the Bonds, Ordinary Shares EE596.1 EE 3,724.1 EE593.7 EE 3,513.6 Bondholders have the right to convert into the underlying Ordinary Shares. The Company Fully diluted net asset value per share 625p 592p has an option to exchange the Bonds for 6% Convertible Preference Shares with the same EE EE conversion terms. The Company has a further option to exchange the preference shares The NAV includes the surplus of the external property valuation over the book value of both back to convertible bonds after these preference shares have been in issue for six months. development and trading properties. Such properties are included in the balance sheet at On conversion of the entire issue into Ordinary Shares of the Company 30.0 million Ordinary the lower of cost and net realisable value. Shares would be issued. The British Land Company PLC 45 0.8 1.0 (1.2) 12.8 171.7 2,988.3 2,803.2 (1.2) Profit Group £m £m £m £m £m Share Other Revaluation and Loss 091.7 (6.1) 1,271.2104.5 446.4 (7.9) 1,369.0 522.7 Premium Reserves Reserve Account Total eeEE ee EE ee EE ee EE ee EE The pension cost relating to the Scheme has been determined in accordance with At the 31st valuation March, the 1997 market value of the Scheme’s assets was The Company’s contributions in respect of the Scheme for the year ended 31st March, The Group has two other small pension schemes. The total pension cost charged for the year was £1.0m (1998 – £1.4m). Pensions 22. The British Group Land of Companies Pension Scheme (“the Scheme”) is the principal pension scheme in the Group. It is a funded defined benefit scheme and the assets are held in trust and kept separate from those of the Company. SSAP 24 by consulting actuaries Bacon & using Woodrow the results of calculations as at 31st based March, on 1997 the attained age method. The most significant actuarial assumptions were that the return on investments would be 8% per annum and that the general level of salaries and pensions in payment would increase at the rates per of 7% annum and 4% per annum The respectively. financial assumptions are all lower than those used for the previous valuation reflecting the anticipation of lower rates of price inflation. and on the assumptions used to calculate £21,647,819 the pension cost, the actuarial value of the assets at that date represented 104% of the value of members’ accrued benefits. The valuation made allowance for the potential increased costs of providing benefits arising from the abolition of tax credits on UK equities. Accrued benefits include all benefits for pensioners and other former members as well as benefits, based on service completed to date, for active members allowing for future salary rises. (1998 – 1999 £1,110,000). were The £739,000 Company’s contributions over the year were based on the results of the valuation and of allow the for Scheme at 31st March, 1997, the amortisation of the surplus revealed at that valuation over a period within the average remaining service life of members. The Scheme pension cost recognised in these Group Accounts is equal to the Company’s contributions. £m 1998 140.3 £m 1999 minority shareholders 0.8 182.3 ecEC ec EC The cumulative amount of goodwill written off against Other Reserves of the Group is £14.6m (1998 – £14.6m). Included in Other Reserves is £0.2m of Capital Redemption Reserve. At 1st April, 1998Issues and conversionRetained profit (loss) Realisation of prior year revaluationsCurrent year revaluationCurrent year revaluation due to Exchange movements on net investmentsAt 31st March, 1999 1, 12.8 (1.8) 1, (76.6) 1.9 76.6 171.7 0.9 Profit 86.8 86.8 27.8 27.8 Parent (8.2) (8.2) £m £m £m £m £m Contingent liabilities of the Parent for guarantees to third parties amounted to £33.0m Details of transactions with Joint including Ventures debt guarantees by the Company 12.8 12.8 Disclosure of Interests and Related Parties Share Other Revaluation and Loss Contingent Liabilities Capital Commitments Reserves Premium Reserves Reserve Account Total 1,104.5 1.6 83.7 379.1 1,568.9 1,091.7 9.8 55.9 292.3 1,449.7 eeEE ee EE ee EE ee EE ee EE (1998 – £33.0m). 21. Mr John Ritblat is Chairman of and has a 1.533% interest in Milner Estates Plc which is the holding company of Conrad Ritblat and Colliers who Erdman are Lewis amongst the Group’s managing agents and as such receive fees for their services. are given in note 9 to the accounts. During the year the Group received a management fee of £1 million from BL Universal PLC. It is estimated that, in the event of the realisation of all properties and fixed asset investments at book value, the liability for tax, after capital losses and available reliefs at 31st March, 1999 would not be more than £202m and at the total value of properties as shown in note 8, £245m (1998 – £182m and £213m respectively). Contracted (including share of joint ventures) 20. 19. 18. 121945 Pages 37 - 46 3rd 17/4/2000 2:50 pm Page 45 Page pm 2:50 17/4/2000 46 3rd - 37 Pages 121945 121945 Pages37-463rd17/4/20002:50pmPage 46 The British Land Company PLC and loss account. loss and profit the to charged is it case which in permanent, be to expected is deficit a unless reserve, revaluation the to taken is revaluation on arising deficit or surplus Any unlisted. when valuation 23. market value. market at transferred are they stock, trading to appropriated are investment for held properties Where quantified. or identified separately be cannot shown been have otherwise might which amount the and valuation annual the in reflected factors many the of one only is amortisation or depreciation as quantified be reasonably cannot rules these from departure the of effect financial view.The fair and true a provide to necessary is rules, accounting statutory the from departure a represents policy, which accounting this that consider directors The properties. leasehold long or freehold of respect in provided is depreciation value. book on based is disposal on profit The account. loss and profit the to charged is it case which in permanent, be to expected is deficit a unless reserve, revaluation to transferred is arising deficit or surplus Any ( Properties account. loss and profit Group the in point relevant the at included are taxation and payable interest net profit, operating venture joint of share Group's The ventures. joint the of liabilities gross and assets gross the of share Group’s the discloses sheet balance Group’s the result a As method. equity gross the under included are ventures joint 9 FRS with accordance In VenturesInvestments Joint other and presented. not is Parent the for account loss and consolidation. on adjusted are policies accounting Group from differ which ventures joint and subsidiaries of practices Accounting method. acquisition the under for accounted and disposal of date the to or acquisition of date the from subsidiaries. all and parent the of accounts the include accounts consolidated The Consolidation investments. asset fixed and properties investment of revaluation the by modified as convention cost historical the under and Standards Accounting applicable with accordance in prepared are accounts The Basis Accounting accordingly.restated been have comparatives The effective. now Ventures’‘Associatesis Joint and on year.FRS9 previous the and current the throughout respects material all consistently,in applied been have policies below.The out set is policies accounting principal the of summary A I ) INVESTMENT PROPERTIES INVESTMENT Accounting Policies Accounting In accordance with Statement of Standard Accounting Practice 19 no amortisation or amortisation no 19 Practice Accounting Standard of Statement with accordance In profit separate a 1985 Act Companies the of 230(3) Section with accordance In included are year the during of disposed or acquired ventures joint or Subsidiaries Investments in subsidiaries are stated at cost or directors’ valuation. directors’ or cost at stated are subsidiaries in Investments value. realisable net and cost of lower the at stated are investments asset Current directors’ at and listed when value market at stated are investments asset fixed Other are independently valued each year on an open market basis. market open an on year each valued independently are book value. book at transferred are they investment, to appropriated are trading for held properties If account. loss and profit the through with dealt are arising losses and profits completion: on recognised whichever is the earlier.the is whichever receivable, becomes income gross anticipated the of thirds two when or completion loans. short-term to applicable rate average the on otherwise and relevant where borrowings specific to reference by expenditure development the on calculated is property.Interest the of potential development the to regard having prudent it consider directors the provided income rental of net outgoings other and interest attributable includes development of course in properties of cost pensions over the average remaining working lives of employees who are scheme members. scheme are who employees of lives working remaining average the over pensions of cost the spread to as such is account loss and profit the to charged cost pension The Pensions reserves. other to taken are overseas investments net on fluctuations Exchange hedged. where rate contracted the or dates those at ruling rate the at translated are currencies Transactionsforeign hedged. in where rate contracted the or date sheet balance the at rate exchange the at translated are currencies foreign in denominated liabilities and Assets ForeignCurrencies future. foreseeable the in crystallise to unlikely is taxation to liability a that consider directors that extent the to except purposes accounting and taxation for expenditure and income of incidence the between differences timing Losses.Totaland of Gains Statement Recognised the in included is surpluses revaluation earlier to relating element the and account loss and profit the to charged is profit rate. current the at profits taxable on provided is payable tax Corporation Taxation account. loss and profit the to charged/credited is arising deficit/surplus Any out. closed or market to marked is derivative the circumstances these In surplus. becomes derivative rate interest an that such redeemed or retired be may debt underlying activity financing and investment Group’s the of course the In hedge. derivatives the which debt the on payable interest payable. interest in included are and instrument the of life the over account loss and profit the to amortised are costs Issue issue. on proceeds net their at stated are Instruments Capital Derivatives Rate Interest and Instruments Capital PROPERTIES DEVELOPMENT (III) PROPERTIES TRADING (II) A property ceases to be treated as a development either nine months after practical after months nine either development a as treated be to ceases property A Provision is made for deferred taxation using the liability method to take account of account take to method liability the using taxation deferred for made is Provision Capital the to relating tax of element the property investment an of disposal On the with matched are derivatives rate interest under receivable or payable Amounts are stated at the lower of cost and net realisable value. Disposals are Disposals value. realisable net and cost of lower the at stated are are stated at the lower of cost and net realisable value. The value. realisable net and cost of lower the at stated are The British Land Company PLC 47 copies of all contracts of service between directors and the Company. a statement of transactions of each director and of his family interests in the share and loan capital of the and Company, its subsidiaries, during the period 9th June, 1998 to 4th June, 1999; and a b The full text of each resolution to be considered under items 7 to 9 above, inclusive, and an explanation thereof are contained in the letter to shareholders from the Chairman which accompanies this Notice and is General headed Meeting “Annual 1999.” The following documents will be available for inspection at Cornwall 10 Terrace, Regent’s NW1, Park, during London usual business hours on any weekday (Saturdays and public holidays excluded) from the date of this notice until 16th 1999: July, They will also be available for inspection at the May Fair Inter-Continental Hotel, W1 for the period of fifteen minutes prior to the Annual General Meeting and during that meeting. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and upon a poll vote instead of him. A proxy need not be a member of the Company. A form of proxy is enclosed and to be valid must be lodged with the registrars not less than forty-eight hours before the meeting. Notes 1 2 As special business, to grant to the Company by special resolution authority to exercise its power to purchase, for cancellation, its own shares pursuant to the Articles of Association of the Company. To reappoint Arthur Andersen To as Auditors. authorise the directors To to fix the remuneration of the Auditors. As special business, to amend by ordinary resolution the directors’ authority to allot unissued share capital or convertible securities of the granted Company, by shareholders on 17th 1998 July, pursuant to Section 80 of the Companies Act 1985. As special business, partially to waive by special resolution the pre-emption rights held by existing shareholders which attach to future issues for cash of equity securities of the Company by virtue of Section 89 of the Companies Act 1985. To receive the Report To of the Directors and audited Accounts for the year ended 31st March, 1999. declare a Final To Dividend for the year ended 31st March, 1999. re-elect John Mr. Ritblat as To a director. re-elect Michael Mr. Cassidy as To a director. Anthony Braine Secretary 4th June, 1999 10 Cornwall Terrace Regent’s Park NW1 4QP London By Order of the Board, 9 5 6 7 8 1 2 3 4 Notice of Meeting of Notice Notice is hereby given that the Annual General Meeting of The British Company Land PLC will be held at the May Fair Inter-Continental Hotel, Stratton W1, Street, on London Friday 16th July, at 1999, 11.30 am for the following purposes: 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 47 Page pm 3:49 17/4/2000 58 3rd - 47 Pages 121945 121945 Pages47-583rd17/4/20003:49pmPage48 48 The British Land Company PLC 001–5,0 1 .41,5,8 2.02 10,458,389 2.84 317 50,000 – 20,001 Registered Office: 54 LombardLondon3AH. 54 Street, EC3P Office: Registered 920880. No. Reg. England, in Registered Group. Marketing Barclays the of member A Authority.Investment Personal the and IMRO by regulated Trustis Bank Company Barclays 0.28 LombardLondon3AH. 54 Street, EC3P Office: Registered 1986161. No. Reg England, in 0.29 Registered SFA. the by regulated is and LondonExchange the Stock of member a is Limited 1,444,323 Stockbrokers Barclays Trust Limited. Bank Company Barclays and Limited Stockbrokers 1,516,547 1.46 7.78 0.07 monitored). and/or recorded tape be may Calls 7,575,604 1.61 868 UK. the from accessed 777400be 0345 only can and rates local at charged are calls (All 2.04 8 Telephone: 4JR. G2 Glasgow Street, TayBath Department, 300 Information House, Product 4.78 8,343,153 Stockbrokers, Barclays from: obtained be may service sharedealing the and ISAs of Details 10,566,104 94.32 £10. at start rates Company. Commission the of shares in 0.18 dealing for service postal 534 50.45 488,538,193 and telephone cost low a individuals private offer also Stockbrokers Barclays Stockbrokers. 36.74 5,631 20 Barclays is Manager Plan The (ISAs). Accounts Savings Individual offers Company The Service Sharedealing and (ISAs) Accounts Savings Individual 4,100 institutions other and authorities Local/National trusts Pension companies Other companies Insurance nominees or Banks Individuals Analysis of Shareholders 1999 Shareholder Information and Financial Calendar Telephone5552 Telex0171-935 4466 Fax 0171-486 28411 Terrace,London4QP Cornwall Park, NW1 10 Regent’s Office Registered and Office Head ,0 0008276 8, 7.63 8, 33.77 852 3,769 20,000 – 5,001 5,000 – 1,001 vr5,0 9 .348093794.22 488,069,337 6.23 695 50,000 Over ,0 ,2 95 ,2,8 0.51 2,622,881 49.53 5,528 1,000 – 1 Barclays Stockbrokers is the Group name for the businesses of Barclays of businesses the for name Group the is Stockbrokers Barclays hrhles%Sae % Shares % Shareholders Number of Number of Number of Number E E ECAEE EECC aee AEE eecc AEE aee aee AEE EECC aee AEE eecc AEE aee aee 111100 1,8,2 100.00 517,983,924 100.00 11,161 100.00 517,983,924 100.00 11,161 2,1 1.59 220,519 1,9 1.66 612,798 10 11 9 8 8 12 Telephone502541 01903 6DA Causeway,BN99 Worthing,WestThe Sussex TSB Registrars, Lloyds Transferand Office Registrars issues. rights or capitalisation for adjustment to prior 85.5p was allowance, indexation tax gains capital of purpose the Company,for the of Share 25p Ordinary an of 1982 March, 31st at value market The October July,5th 5th TaxationGains Capital of April January,5th 5th 6.7446%2014 C1 due Class Notes Unsecured 2038 due Notes Secured 6.5055% 2032 due Notes Unsecured 6.4515% C2 Class 6.0875%B 2031 Class due Notes Unsecured 2031 due Notes Unsecured 5.7125% A3 Class 5.67%2029 A2 due Class Notes Unsecured 2014 due Notes Unsecured Rate Fixed/Floating D Class 2024 due Notes Unsecured Rate Fixed A1 Class (Funding)PLC:Broadgate 8 PLC: Company Property Kingdom United June declared December declared September 26th March, 26th 6 Bonds Convertible Irredeemable Subordinated 6% PLC: Company Land British The payments Interest Ordinary Final Ordinary Interim Dividends on Ordinary shares Financial Calendar 10 1 7 7 1 3 ⁄ ⁄ ⁄ ⁄ ⁄ 2 8 8 2 8 1 1 1 3 % Loan Stock 2000/05 30th June, 31st December 31st June, 30th 25th March, 25th September Loan2000/05 % Stock November May,17th 17th 24th March, 24th September 2035 Bonds Debenture Mortgage First % 2023 Bonds % 2007 Bonds Convertible % % First Mortgage Debenture Stock 2028 31st March, 30th September 30th March, 31st 2028 Stock Debenture Mortgage First % ⁄ ⁄ ⁄ ⁄ 2 4 2 8 od 0625th March, 25th September September 30th March, 31st 2016 Bonds % 2019/24 Stock Debenture Mortgage First % % Bonds 2012 26th March 26th 2012 Bonds % % First Mortgage Debenture Stock 2019/24 31st March, 30th September 30th March, 31st 2019/24 Stock Debenture Mortgage First % Ï Í Í Í Ì Í Í Í Ó The British Land Company PLC 49 £13.0 m £11.7 m £240.0 m £103.0 m £113.0 m DBDDB DBDDB DBDDB DBDDB DBDDB DBDDB DBDDB : Public House Company PLC (joint venture with Scottish & Newcastle plc) BL Rank Properties (joint venture with The Rank Group Plc) Development Development Expenditure BL Universal (joint venture with The Great Universal Stores P.L.C.) Financing Bank loan 207 properties 207 Purchases New Financing: Bank loans: 5. Additional Purchases: 14 Pubs Additional Financing: Bank loan 6. 3. Major items: House, Watling Cannon EC3; Street, London Blythe Park; Valley First Avenue WC1; House, London 201 Bishopsgate raft over tracks (50%); Admiralty House, Cobham; Plantation Place and Regent’s PlaceJoint Ventures 4. Sales: £64.0 m The Microsoft Campus, Thames Park, Valley Reading, 21,490 sq m; The Beehive Centre, Cambridge, 26,100 sq m; Great Bridge Retail Park, Bromwich West 3,240 sq m; Retail Westgate Park, 19,400 Wakefield, sq m; Retail Westside Park, 10,600 Guisley, sq m £166.0 m £260.0 m DBDDB DBDDB Property Disposals Property Property Purchases Property 2. Portfolio Sale: 42 Industrial Park, Ashby de la ZouchErmine Business Park, HuntingdonRegional Distibution Centre, PortburyBrackmills, NorthamptonRegional Distribution Centre, WiganQueen’s House, Reading Mariner EC3House, London First Avenue WC1House London 134/142 Commercial Road Portsmouth 20,000 sq m Total: Other sales and transfers British Property to Land Partnership:The Tesco 23,200 sq m 23,000 sq m property disposals:Total 31,300 sq m 88,300 sq £98.0 m m sq m 17,000 12,100 sq m 10,900 sq m 10,000 sq m £358.0 m The Broadgate The purchases Ground rent interests at EC2: Broadgate, London 155 Bishopsgate (16.6%), 135 Bishopsgate (17.5%), Bishopsgate (6%), 175 Exchange House (9.7%), 199 Bishopsgate (6%) for Bishopsgate, known 175 also as 1 Exchange Square, the sq 35,700 m headquarters of the European Bank for Reconstruction and Development for100 Liverpool Street and 8/12 Broadgate, the 35,500 sq m offices of Dillon Warburg Read for155 Bishopsgate, also known as Bishopsgate Exchange, the 38,100 sq m net building leased to a number of tenants including Baring Investment Services, Sumitomo Trust, Framlington Group, Guardian Northern Asset Trust, Management, Bank of Prebone Scotland Yamani, and Barclays Bank forOther purchase and funded extensions to superstores: property purchases:Total £206.0 m £140.0 m £203.0 m £240.0 m £111.0 m £900.0 m Highlights Group Land British 1. 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 49 Page pm 3:49 17/4/2000 58 3rd - 47 Pages 121945 121945 Pages47-583rd17/4/20003:49pmPage50 50 The British Land Company PLC exceptional charge for bank debt derivatives no longer required following £1.54 billion securitisation. billion £1.54 following required longer no derivatives debt bank for charge exceptional Gross rents Gross ratio Debt/equity ratio Mortgage rate Weightedinterest average maturity Weighteddebt average dividend Final Taxcharge share per Earnings Revenue Profits Revenue Totalreturn share per assets Net Highlights Net rents Net a distribution for the year to 10.3p up 5.1% (1998 – 9.8p). – (1998 5.1% up 10.3p to year the for distribution a 265mlin(98–£6. million). £266.4 (1998– million £296.5 £2.6 million (4.7%) (1998 – £19.6 million, 15.4%). million, £19.6 (4.7%)– million (1998 £2.6 9.9 £311.9 million (1998 – £286.8 million). £286.8 (1998– million £311.9 7.07ppaid, already 3.23p of Interim 6.73p).the – With (1998 share per % per share (undiluted, pre exceptional charge). exceptional pre (undiluted, share per % (debt/property & investments) investments) & (debt/property before tax £ 83% (1998 – 75%).– (1998 83% up 38p to 630p per share from 592p per share (basic). share per 592p from share per 630p to 38p up 122.5 20.6p per share (1998 – 16.7p per share) up 23%. up 16.7pshare) – per (1998 share per 20.6p 7.3%8.49%). – (1998 23 years (1998 – 19.9years). – (1998 years 23 million (1998 – £102.3 million) and before the £68 million £68 the before and million) £102.3 (1998– million 43 % (1998 – 41%). – (1998 % Net rental income and interest cover interest and income rental Net 59 79 99 98 97 96 95 Interest Cost Interest Rentals Net 150 250 300 100 200 £m 50 0 The British Land Company PLC 51 19.7 years – (1998 21.3 years). in net rents apply to 14% of the entire portfolio. A minimum is 7.3% (1998 – 7.3%) on current rental (1998 values. – 7.3%) is 7.3% £398 million net. on the portfolio is 6.2% – (1998 6.2%). including British share Land’s of joint ventures rise to £6.6 billion. under British property Land’s management, including partners’ share 89% of leases continue beyond March 2009, beyond and March 73% 2014. Minimum guaranteed uplifts Lease expires: average lease Weighted length Current net yield Reversionary net yield Total properties Total properties Total Annualised rent roll of joint ventures, now £7.7 billion. of joint ventures, now £7.7 additional £23.5 million of net rent is still to come. %£m %£m d cccc D CCCC d cccc D CCCC Based on March 1999 Annualised Net Rentals Net Annualised 1999 March on Based Retail Warehouses Department Stores Northern Ireland Retail: London: London: South West East Anglia Distribution Location eeeeee eeeeeeeec Use eeeeee eeeeeeeec £m £m EAEE EAEE eeae eeae 2 121.0 Republic of Ireland 2 6.9 6 425.0 High Street shops & 7 26.9 6 374.86 Greater London 394.5 and Wales 68 23.6 534.6 6 North of England 25.4 8 32.3 2 102.5 Industrial and 2 8.0 7 464.2 Shopping Centres 7 29.2 7 465.3 End West 7 26.2 5 310.6 Scotland and 5 20.4 5 316.3 Leisure 6 22.5 9 605.0 Midlands and 9 35.6 %£m %£m 47 3,143.5 City 45 180.7 22 1,460.0 Supermarkets & 22 88.6 58 3,860.0 Offices 56 223.6 10 678.7 South East 12 47.7 d ccccD CCCC d D d ccccD CCCC d D 100 6,628.0 Total 100 398.8 100 6,628.0 Total 100 398.8 d D d D Properties (note 8, page 36) page 8, (note Properties Ventures’ Joint of Share 5,581.237) page 9, (note Properties portfolio Property 1,046.8 6,628.0 Properties Ventures’ Joint of Share Properties 67.7 portfolio Property 331.1 398.8 Based on 1999 Valuations: Valuations: 1999 on Based eeeeeeeee By ValuationBy eeeeeeeee Rental Net Annualised By Highlights Principal properties in the British and Land Joint portfolios Venture are shown on pages 53 to 56. details Valuation on pages 9 and 36. 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 51 Page pm 3:49 17/4/2000 58 3rd - 47 Pages 121945 121945 Pages47-583rd17/4/20003:49pmPage52 52 The British Land Company PLC eaeebaeeac 1991 eaeebaeeac 1992 eaeebaeeac 1993 eaeebaeeac 1994 eaeebaeeac 1995 eaeebaeeac 1996 eaeebaeeac CEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE 1997 eaeebaeeac 1998 EEEEEE 1999 Ten Year Record ended 31st March c b a eaeebaeeac 1990 1995 and the rights issue of 55.1m shares in June 1993. June in shares 55.1m of issue rights the and 1995 of open the 1995, November in shares 61.6m of offer open and placing the 1997, March in shares 42.8m of placing the for Adjusted Incorporating capital items which were formerly included in Capital Account. Capital in included formerly were which items capital Incorporating properties. development and trading of value book over surplus Including ceee ceee ceee ceee ceee ceee ceee ceee ceee ,3. ,6. 3 9. 2. 061. 5310.1 55.3 10.3 20.6 122.5 296.5 630 3,261.7 6,431.5 ,3. 3. 8 2. 461. .02. 8.4 27.2 7.00 11.3 34.6 128.4 283 833.5 1,934.3 ,2. ,6. 1 7. 861. .24. 8.4 11.2 49.1 62.1 8.12 8.55 11.7 11.9 58.6 65.7 173.9 220.9 416 426 1,663.8 1,948.2 3,325.4 4,513.0 ,8. 1. 7 723. . 5.75 9.9 31.0 87.2 375 914.7 1,881.5 ,8. ,2. 8 7. 021. .09. 15.7 91.2 9.00 15.4 90.2 277.0 487 2,427.5 4,889.2 ,6. ,9. 1 3. 391. .35. 11.4 53.9 7.53 11.4 53.9 139.4 413 1,392.4 2,660.3 ,0. ,5. 9 6. 0. 6798 2. 21.2 127.2 9.80 16.7 102.3 266.4 592 3,052.0 5,701.6 ,8. ,0. 5 114. 305.25 13.0 44.8 71.1 454 1,107.9 1,785.2 ,1. 6. 0 1. 331. 6.35 10.7 33.3 111.8 300 763.8 2,017.5 Assets Assets per share Income Profit per Share per Share Profit per Share per Profit Share per Share per Profit Income share per Assets Assets rs e e sesRna r-a annsDvdn r-a Earnings Pre-Tax Dividend Earnings Pre-Tax Rental Assets Net Net Gross m£ ec m£ ec ec mpence £m pence pence £m £m pence £m £m a , cb,c b aaa,b eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee eeaeeeeeeeeeeeeeeeeeeeeee Net Revenue Revenue FRS 3 FRS 3 FRS 3 FRS Revenue Revenue Net eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee eeeeeeeeeeeeeeeee fer of 61.3m shares in March March in shares 61.3m of fer eeeeeeaee eeeeeeee eeaee eeeeeeee eeaee eeeeeeee eeaee eeeeeeee eeaee eeeeeeee eeeeeeee eeeeeeee eeeeeeee eeaee eeeeeeee EEEEEEEE EEEEAEEEAEEEEE eeeeaeeee eeeeaeeee eeeeaeeee eeeeaeeee eeeeaeeee eeeeaeeee The British Land Company PLC 53 e e e e e e 9 e 1992 ee e e 6,420 1988 6,218 1992 7,200 1989 9,400 1995 6,130 1998 3,000 1984-1999 3,844 1980 3,039 1970 4,951 1983 11,800 1996 19,200 1991 ee Area inSq Metres last refurbished Date built or e e block. 80,100 1969-1997 e e e e e e e e e ilities 32,500 e e e e e e e e e ed, TBLPP = Tesco British Land Property Partnership e e pping Centre, SUP = Supermarket e e e e e e e e e e (long leasehold). Includes sites with planning consent for 24,200 sq metres of offices. including three residential units. Broadgate Circle, 1-3, 4, 6 Broadgate, 8-12 Broadgate, 100 Liverpool Street, 135, 155, 175 and 199 Bishopsgate, Broadwalk House, Exchange House, 1 Exchange Place and 201 Bishopsgate (site with consent for 63,000 sq m office development). All are either freehold or 999 year leasehold except 1 Exchange Place (125 year leasehold). and eleven upper floors. basement and ground level retail (999 year leasehold). at ground floor. retail of 1,549 sq metres (long leasehold). ee e ee e e e e e e e e (all freehold and wholly owned unless otherwise stated) include: stated) otherwise unless owned wholly and freehold (all e e e e e e e e Beckenham, J SainsburyChadwell Heath, J Sainsbury Sainsbury J Way, Purley Croydon, Feltham, TescoLondon E17, Walthamstow, J SainsburyLondon E18, South Woodford, J SainsburyLondon E3, Bromley by Bow, TescoLondon N1, Islington, J SainsburyLondon NW10, Neasden, Tesco 1London W13, West Ealing, J Sainsbury 1 1London W4, Chiswick, J Sainsbury 1 1Orpington, The Walnuts, J SainsburySurbiton, J Sainsbury store. town of Out 1Banbury Echo Park, Town centre Town store centre with store 373 with sq a m cinema and of 1,115 other sq retail m(long of other retail. leasehold). Suburban store. Southampton, Nursling, Christian Salvesen Town centre store. 1 1Distribution Centre 2Southampton, Nursling, Tesco Distribution Centre Suburban store with a petrol filling station. 1 1 1 2 Town centre store. Town 1centre store with 1,108 sq m of offices. Suburban store with a petrol filling station. Suburban store with a petrol filling station. Suburban store. Town centre store (long leasehold). High bay distribution warehouse. High bay distribution warehouse. 1 1 4,899 5,367 1999 1981 Town centre store. High bay distribution warehouse. 6,598 6,090 1982 1980 10,067 5,802 1985 1997 3,008 29,700 1970 7,000 1995 1995 18,100 1995 London W1, 95-99 Baker StreetLondon W1, 187-195 Oxford StreetLondon W1, Leicester Square, Swiss Centre(75.5% owned)London NW1, 10 Cornwall Terrace 21Greenford, Scottish & Newcastle Depot 5Hayes, Springfield Road 4Croydon, Valley ParkDagenham, City Dagenham centre Leisure office, Parkleisure and retail building on two basement, groundLondon E6, Beckton Office and retail building on basement, ground and six upper floorsLondon 0SW18, Wandsworth, Garrett Lane Two retail properties with offices 1and ancillary areas above.Kingston-Upon-Thames, 51-52 Clarence StreetCroydon, Purley Way CentreWoking, The Peacocks Centre Office building on 2basement, ground and three upper floors (long leasehold). High bay distribution facility. 7 1 5 Two town centre retail units. Suburban leisure park. Freestanding suburban bingo club. 9,000 7 and fifteen upper floors. 1964 Five light industrial units. 1 2,300 3 99 2,400 1997 Out of town leisure park. 1998 fac 2,800 entertainment and Bingo club parking on with an out centre of town shopping retail park. Covered Retail warehouse development. 1952 12,000 1998 4,030 1985 1,300 1900 2,894 1992 5,500 1987 London EC3, 51 EastcheapLondon EC3, Fenchurch Street,Plantation PlaceLondon EC4, Cannon Street, Watling HouseLondon EC4, Ludgate ComplexLondon EC3, 133 Houndsditch 3London W1, 2-16 Baker Street 0 2 Office building including 957 sq m of retail and public house (longLondon leasehold).W1, York House,Great Cumberland Place 36 1.02 hectare of development land on London site NW1, of Regent’s former Place, PlantationEuston Road Office building on basement, ground and six upper floors. Adjoins Plantation Place. 12London W1, 251-256 Tottenham Court Road Three office buildings on basement, ground and up to nine upper floors including 45 8 Office building arranged over ground and five upper floors with a leisure element 9,000 6 7,450 House Complex. 43-45 Eastcheap. Adjoins Plantation Place. 199 4.2 Hectare complex comprising: Office, retail, extensive car parking and residential 1987 Office building on basement, ground and eight upper 21floors including ground floor 45,500 Office building of seven floors with ground floor retail. 1990 Office, retail, leisure and residential building on basement, ground and seven upper floors (long leasehold). n/a 8,300 n/a 1984 9,900 1985 3,200 1993 London EC2, Broadgate ComplexLondon EC3, 122 Leadenhall Street 148 Office, retail and leisure complex on 12.14 hectares, comprising: 1, 2 and 3 Finsbury Avenue, 14 34 Office and retail building on two basement, lower ground, ground, mezzanine 16,700 1994 ee SUP SUP SUP SUP SUP SUP SUP SUP SUP SUP D O/R O/R O D I L L RW O O O O/R O O O O/R O Joint Venture: BLU = BL Universal PLC, BLRP = BL Rank Properties Limited, PCP = Peacocks Centre Partnership, BLT = BLT Properties Limit e e Key: BLT SUP TBLPP SUP TBLPP SUP BLTBLT D D BLU RET BLRPBLRP L BLU L PCP RET SC BLU O BLU O/R Joint Property Number Property Property use: O = Office, O/R = Office and Retail, RET = Retail, D = Distribution, I = Industrial, L = Leisure, RW = Retail Warehouse, SC = Sho Greater London and South East London – West End Major properties in the portfolio the in properties Major Regioneeeee e City – London Venture use type Property name of leases Description 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 53 Page pm 3:49 17/4/2000 58 3rd - 47 Pages 121945 121945 Pages47-583rd17/4/20003:49pmPage54 54 The British Land Company PLC South West South Midlands East Description leases of name Property type use Venture (continued) East South and London Greater e eeeee Region Major properties in the portfolio continued West Midlands West rpryue fie / fieadRti,RT=Rti,D=Dsrbto,I=Idsra,L=Liue W=Rti aeos,S Sho = SC Warehouse, Retail = RW Leisure, = L Industrial, = I Distribution, = D Retail, = RET Retail, and Office = O/R Office, = O use: Property LPL L BLRP L BLRP BLRP SUP SUP SUP BLT TBLPP SUP BLT RW RW BLT RET BLT BLU L BLU BLRP SUP BLT SUP BLU SC SC TBLPP TBLPP L L BLRP BLRP SUP BLT SUP TBLPP Property SUP Number TBLPP SUP BLT RW RW TBLPP RET BLU BLU O BLU L L BLRP BLRP Property Joint Key: e e Joint Venture: BLU = BL Universal PLC, BLRP = BL Rank Properties Limited, PCP = Peacocks Centre Partnership, BLT = BLT Properties Limit Properties BLT = BLT Partnership, Centre Peacocks = PCP Limited, Properties Rank BL = BLRP PLC, Universal BL = BLU Venture: Joint O/R L RET SUP SUP SUP I RET SUP SUP SUP SUP SC RW RET SUP SUP SUP SUP SUP SUP SC RW RW RET O O ee efr,Suhae qae1Tw etemliliueui.4811992 4,891 1998 3,630 1997 4,600 1993 1989 24,700 1995 7,669 6,563 1996 1989 8,444 5,384 1996 1997 7,182 3,102 1986 7,771 1997 11,332 1985 1996 including floors upper six and ground basement, on Office 5,487 unit. multi-leisure centre Town 4,842 1997 park. leisure town of out an on cinema Multiplex 6,860 club. bingo suburban Freestandfing 18 park. leisure town of out an on unit Multi-leisure 1987 1 leasehold.) long (One 1998 1997 7,834 m. sq 2,300 5,766 of store Tesco a 1 including centre shopping Neighbourhood station. filling petrol a with store town of Out 7,089 1 2 house. public a and retail other of m sq 4,835 with store town of Out store. town of Out station. filling petrol with store town of Out 1997 1 station. filling petrol with store town of Out 1995 2 8,128 1,424 1 station. filling petrol with store town Court of Temple Out Birmingham, 1 2 Square Southwater Telford, 1 club. bingo town of edge Freestanding Park Festival Stoke Stoke-on-Trent, park. retail town of location. Out town of edge an in parking car with units warehouse retail Road Two Stockfield Birmingham, units. retail street 1 high Four Park Great Birmingham, 13 1 1999 foodstores Somerfield 10 station. filling petrol with store town of Edge 6 2 heathland. of hectares 36 and land storage open Sainsbury with J 9,848 units Weston-Super-Mare, industrial light and Warehousing 1975 5 park. retail a 1994 station. on filling station petrol filling a petrol with a store with Suburban store town of Out Sainsbury J Margaret, St Stratton Swindon, 3,876 5,615 Tesco Abbot, Newton station. filling petrol a with store town of Out retail. other of m sq 2,823 with store town of Edge Tesco Ferndown, 1 36 Tesco Brislington, Bristol, store. centre Town 2 1 Sainsbury J Bridgwater, Tesco 1 Barnstaple, 1 Park Retail Mills Marsh 1994 Plymouth, Park 1 Retail Lock Western Bath, 4,579 Street Regent 10-17 Swindon, 1997 centre. shopping Covered Court Barrow Bristol, Park 9,438 Trading Heath Holton Poole, 1975 park. retail town of out on cinema Multiplex park. retail town of Edge 7,910 1989 foodstores Somerfield 2 49 1996 complex. leisure multi town of Edge Tesco Bulwell, Nottingham, 4,600 fillin petrol a and m sq 13,543 of s store filling Tesco petrol a a including and centre m shopping sq District 9,896 of store Tesco a including centre 3,585 shopping District Sainsbury J Nottingham, 1 Sainsbury store. J centre Northampton, Town 8 Tesco Lincoln, 1 store. town of Edge 59 Sainsbury J 57 Leicester, 1960 Sainsbury J Kimberley, 1983 station. filling petrol a with store town of Out m sq 4,883 and station filling petrol with centre district in store town of Out 6,800 retail. 1 other of m sq 698 with 1954 store centre Centre Town Idlewells Sutton-in-Ashfield, 5,300 Centre Shopping Favell Weston Northampton, 1,200 store. 1 town of Out Centre Shopping Leys Beaumont Leicester, station. filling petrol with store Suburban Park Retail James’ St store. Northampton, Suburban 2 1997 store Tesco a including centre shopping Neighbourhood 1 1 1997 Estate Trading Tritton Lincoln, 21,490 Park Leisure Leicester Leicester, 14,082 leasehold). (long retail other of 1 m sq 2,058 with store Suburban 1 1988 2 7 foodstores Somerfield 6 6 23,200 Metro Tesco Southend-on-sea, 1 Sainsbury J Lordshill, Southampton, metres. sq 11,334 of offices including park, car multi-storey and centre shopping Covered Tesco Bursledon, Southampton, park. retail town sta of filling Out petrol a and metres sq 7,457 of store Tesco a including park retail Sainsbury town J of Portsmouth, Out park. centre. retail garden town with of floors. warehouse Out upper retail three Suburban and ground basement on store Department Sainsbury J Locksbottom, Orpington, 141 Tesco Green, Grove Maidstone, floors. upper two and ground on units retail 14 centre City Two 2 hectares. 2.2 of site a on floors 12 three on building Office Sainsbury J Bexhill, 1 1 Sainsbury J Kempston, Bedford, leasehold). (long unit leisure Sainsbury multi J town Banbury, of edge Freestanding cinema. multiplex centre Town Tesco Ashford, 3 spaces. car 1500 grounds. of hectares 17.4 in floors 3 on Offices 2 Centre Shopping Eastgate Basildon, Park Retail Oxford Road, Botley e e e e e e e e e e e e e e e e ee e ee ground floor retail of 1,436 sq m and 195 basement car space (mainly freehold). (mainly space car basement 195 and m sq 1,436 of retail floor ground leisure. and retail other of station. filling petrol a and m sq 3,829 of e e e e e e e e e e pn ete U Supermarket = SUP Centre, pping e e ed, TBLPP = Tesco British Land Property Partnership Property Land British Tesco = TBLPP ed, e e e e e e e e e e e e e e e e e tto.2,0 1974 21,700 station. g e ain 1501984 21,500 tation. e e in 5501992 15,500 tion. Area in Date built or built Date refurbished last Metres Sq in Area ee 3101994 13,100 1978-1985 12,843 0611984-1988 20,611 1996 10,400 1988 17,800 1988 10,700 ,9 1900-1990 3,495 ,6 1998 5,363 1985-1987 4,243 1985 5,329 1988 5,307 1997 4,427 ,0 1997 3,100 1998 6,446 1988 7,100 ,0 1994 8,100 e 001975 ,000 e ee e e e e e e e The British Land Company PLC 55 e e e e e e e ee e e 6,261 1997 8,166 1998 4,900 1994 8,425 1930 6,654 1995 2,511 1986 5,789 1993 18,600 1998 30,700 1991 27,900 1999 13,858 1985-1988 ee Area inSq Metres last refurbished Date built or e e tation. 8,800 1994 e e e e e e e e e e e e e e e e e e ed, TBLPP = Tesco British Land Property Partnership e e pping Centre, SUP = Supermarket e e e e e e e e e e retail of 905 sq m. ground and basement retail of 1500 sq m. ee e ee e e e e e e e e e e e e e e e e 78-92 Northumberland Street Hartlepool, The LanyardStockton-on-Tees, Chandlers Wharf.Stockton-on-Tees, Portrack LaneStockton-on-Tees, Teesside Retail ParkNewcastle-Upon-Tyne, 72-76 Northumberland Street Newcastle-Upon-Tyne, 7 27Belfast, Connswater Retail Park 1Coleraine, Riverside Retail Park 2Belfast, Connswater Shopping Centre Edge of town retail park and bingo club. Out of town retail park. Lisburn, Bow Street MallLondonderry, Lisnagelvin Shopping Centre Out of town retail warehouse. Bingo club on out of town retail park. 2 2 12 50 21 3 Two retail units on basement ground and three upper floors Edge of town retail Edge warehouse of park town (long shopping leasehold).mall. City centre District variety shopping store. centre including a Tesco store of 4,025 sq m and a petrol filling s Edge of town supermarket with two retail warehouse units. 44 Tesco store of 4,602 sq m. 7,898 3,093 1996 1920 11,355 2,698 6,500 11,300 1997 1995 1998 1996 16,800 1995 10,300 1989 Altrincham, J SainsburyBirkenhead, J SainsburyPreston, Bamber Bridge, J SainsburyYork, Clifton Moor, North York Trading EstateHuddersfield, Folly HallKingston-upon-Hull, Clough RoadLeeds, Kirkstall Road 95Kingston-upon-Hull, Allders 1Sheffield, 33-35 FargateSheffield, Queens Road Retail Park 2Wakefield, Westgate Edge Retail of Parktown industrial estate on 20 hectares. 1Bradford, J Sainsbury Out of town store with petrol filling station.Grimsby, J Sainsbury 1Sheffield, J Sainsbury Town Centre store including 235 sq m of other retail (long leasehold).York, J Sainsbury Suburban store with petrol filling station.1 Somerfield foodstore 1 6 Freestanding edge of town bingo club. 1 9 17 1 Freestanding edge of town multi leisure unit. Suburban retail park. Department store on ground and four upper floors (long leasehold). Edge of town retail and leisure park. Edge of town leisure park. High street retail unit on ground and four upper floors. 1 1 4,866 1 1997 Suburban store with petrol filling station and including Homebase of 3,693 sq m. 1 Out of town store with petrol filling station. 41,250 Out of town store. 1980 Edge of town store with 3,026 sq m of other retail. 5,917 9,800 1989 1979 9,034 1995 3,531 1984 3,528 8,022 2,500 1996 1994 1950 19,400 1996 5,256 8,043 1988 1984 Cambridge, The Beehive CentrePeterborough, Serpentine GreenCambridge, J SainsburyBlackpool, Talbot RoadBromborough, Wirral Leisure ParkLiverpool, Knotty AshManchester, Imperial Trading Estate 11Liverpool, Two Moorfields 5Manchester, St Peter’s Square, Elizabeth House Edge of town retail warehouse park with supermarket and petrol filling station.Liverpool, 58-72 Church Street 1 Out of town shopping 34centre including a Tesco 1store of 12,077 sq m and a petrol filling station. Chester, 32-36 Foregate Street 1Manchester, 42-46 Market StreetBury, Woodfields Retail Park 1 Office building on basement, Chester, ground Greyhound and Retail six Parkupper floors including Multi leisure unit on out of town leisure park. Suburban store. Freestanding suburban bingo club. 1 20 26,113 Freestanding edge of town bingo club. 1994 6 1 Freestanding suburban bingo Office club.building on ground, 2mezzanine and four upper floors, including ground floor Five storey retail and 23office property in 7the city centre. High street retail unit on ground and two upper floors. Two city centre retail properties. 8,700 Out of town retail park including some leisure and industrial. 5,900 Out of town retail park with Tesco store of 7,015 sq m and a petrol filling station. 1990 1984 13,400 7,976 1997 1991 3,180 3,764 5,500 19,600 1,500 1996 1996 1960 1990 1990 2,745 1994 1,500 1963 Birmingham, RackhamsBirmingham, Selly Oak, J SainsburyBurton Upon Trent, J SainsburyHanley, J SainsburyHereford, J SainsburyRugby, J SainsburyWorcester, Blackpole, J Sainsbury6 Somerfield foodstores 1 1 1 Suburban store. 1 Town centre store. Department store on basement, ground and seven upper floors. 1 1 Suburban store with petrol filling station. 1 Edge of town store with petrol filling station. Edge of town store with petrol filling station. Out of town store with petrol filling station. 46,500 1964 4,607 5,637 5,191 1993 1987 1986 5,917 1989 ee RW RW SUP SUP SUP I L RET RW SUP SUP SUP SUP RET SUP O O RW RET SUP SUP SUP SUP SUP SUP RET Joint Venture: BLU = BL Universal PLC, BLRP = BL Rank Properties Limited, PCP = Peacocks Centre Partnership, BLT = BLT Properties Limit e e Key: BLRPBLRP L L BLUBLU RET RET BLUBLUBLU RW TBLPP RW TBLPP SC SC SC BLRPBLRP L L BLUBLU RET RW BLUTBLPP RW SC BLRPBLRP L BLRP L BLRP L L BLUBLUBLU R/O TBLPP RET RET RW Joint Property Number Property Property use: O = Office, O/R = Office and Retail, RET = Retail, D = Distribution, I = Industrial, L = Leisure, RW = Retail Warehouse, SC = Sho Northern Ireland North Yorkshire & Humberside North West East Anglia Regioneeeee e West Midlands (continued) Venture use type Property name of leases Description Major properties in the portfolio continued portfolio the in properties Major 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 55 Page pm 3:49 17/4/2000 58 3rd - 47 Pages 121945 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 56

56 Major properties in the portfolio continued

Joint Property Number Property Area in Date built or eeeeeRegion Ventureee useeee type Propertyee nameeeeeeeeeeeeeeeee of eleasesee DescriptioneeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeSqe eMetresee laste erefurbishedeeeee

Wales BLRP L Swansea, Cwmdu, Carmarthen Road 1 Freestanding suburban bingo club. 2,765 1996 BLU RET Cardiff, 41 Queen Street 1 High Street retail unit on ground and two upper floors. 1,400 1950

The British Land Company PLC BLU RW Cardiff, Wenvoe Retail Park 2 Two retail warehouses with 185 car spaces in an edge of town location. 3,900 1998 BLT RW Newport, Harlech Retail Park 7 Suburban retail park including a Tesco store of 4,747 sq m and a petrol filling station. 7,200 1996 SUP Cardiff, Roath, J Sainsbury 1 Out of town store including Homebase of 3,066 sq m. 9,560 1997 SUP Cardiff, Thornhill, J Sainsbury 1 Out of town store including petrol filling station and 466 sq m of other retail. 5,192 1984 SUP Newport, J Sainsbury 1 Out of town store with 190 sq m of other retail. 5,482 1994 BLT SUP Pontypridd, Tesco 2 Out of town store with a petrol filling station. 7,121 1987 SUP Swansea, J Sainsbury 1 Edge of town store with petrol filling station (long leasehold). 8,082 1997 BLU SUP Swansea, Tesco 1 Edge of town supermarket (long leasehold). 4,400 1985 BLT SUP Wrexham, Tesco 1 Edge of town store with a petrol filling station. 5,472 1982 RET 5 Somerfield foodstores 8,756 1985-1989

Scotland BLRP L Glasgow, Drumchapel, Axis West 1 Bingo club on out of town retail park. 3,031 1995 BLRP L Glasgow, The Forge 1 Freestanding edge of town bingo club. 4,563 1995 BLRP L Glasgow, The Quay 8 Edge of town leisure park. 11,805 1996 O Edinburgh, Orchard Brae House 27 Office building on eight floors with 205 car spaces. 9,800 1993 O Glasgow, Portcullis House 1 Office building on basement, ground and six upper floors. 9,400 1990 BLU RET Edinburgh, 60 Princes Street 1 City centre retail property on basement, ground and five upper floors. 2,200 1987 BLU RET Glasgow, 43-55 Argyle Street 3 Three city centre retail units. 4,200 1986 BLU RET Glasgow, 78-90 Buchanan Street 4 City centre retail on ground and basement with three floors of offices above. 2,700 1986 RW Dumbarton, St James Retail Park 5 Out of town retail park. 6,400 1990 RW Elgin, Springfield Retail Park 6 Out of town retail park. 8,500 1987 RW Glasgow, Auldhouse Retail Park 6 Suburban retail park. 10,900 1991 BLU SC Aberdeen, St Nicholas Centre 24 Covered city centre shopping mall with two floors of offices above (long leasehold). 7,200 1985 SC East Kilbride, Plaza Centre 70 Retail and office complex including 13,935 sq m of offices. 35,500 1990

Republic of Ireland BLU RET Dublin, 28-29 Grafton Street 1 City centre retail unit (long leasehold). 2,600 1973 SC Dublin, Rathmines, Swan Centre 53 Covered shopping centre with basement parking. 8,360 1992 SC Dublin, St. Stephen’s Green Shopping Centre 113 Covered shopping centre including 3,185 sq m of basement catering and 28,064 1988 a multi-storey car park.

Key: Joint Venture: BLU = BL Universal PLC, BLRP = BL Rank Properties Limited, PCP = Peacocks Centre Partnership, BLT = BLT Properties Limited, TBLPP = Tesco British Land Property Partnership Property use: O = Office, O/R = Office and Retail, RET = Retail, D = Distribution, I = Industrial, L = Leisure, RW = Retail Warehouse, SC = Shopping Centre, SUP = Supermarket

Security of rental income

99% 98% 97% 96% 95% 94% 93% 93% 92% 89%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

As at 31st March 121945 Pages 47 - 58 3rd 17/4/2000 3:49 pm Page 57

Sponsorship

British Land is strongly committed to investing in the future through education, the arts and sport with particular emphasis on providing support and facilities for young people and children and improvement of the environment. The Company’s commitment to education includes its support for the Royal Academy of Music and being a funding partner of the London Business School and publication of a series of Educational Broadsheets. British Land supports the Investment Property Forum’s Educational Trust. It has sponsored the Chamber Music Competition for Schools for five years and is a supporter of Barnardo’s, the British Red Cross and Mencap. British Land has sponsored the Nick Turpin new NSPCC Corporate brochure. Nick started his career in 1989 as a Photographer with British Land works with Business in the Community on initiatives within The Independent Newspaper, leaving after six years to the community, including ‘Partners in Leadership’, assisting head teachers and pursue his personal work. ‘Building for the Future’, to facilitate employment opportunities in the construction Since shooting behind the scenes at the National industry in Camden. Gallery for the 1997 British Land Annual Report, Nick has British Land sponsored the new permanent, fully illustrated Catalogue been working in London’s streets, stations and parks, of the National Gallery’s collection of works by British Artists by Judy Egerton. The capturing the more humorous and surreal moments of Bodleian Library, The Victoria and Albert Museum, the Buildings Books Trust, the public life in a big city. London Philharmonic Orchestra, the English National Opera, The National Theatre, Nick has been working on advertising and design The Royal Shakespeare Company and The Regent’s Park Open Air Theatre have projects in Europe, Scandinavia and Israel for clients also received support. The Company is a founder benefactor of the Royal Opera including Selfridges, Heinz, Nordbanken and Merita Banks, House Development Appeal and a founding exhibition patron of the Royal The Tate Gallery, The Television Licensing Authority, Academy of Arts. Coutts Bank, Alliance & Leicester and Barclays Bank. British Land provided funding for the British Alpine Ski Team which participated in the 1998 Nagano Winter Games and has been sole sponsor of The Design by: CDT Design British Land British National Ski Championships for 21 consecutive years. The Photography by: Nick Turpin Company is sponsoring the 1999 UK Chess Challenge and was presenting sponsor Copywriting by: Tim Shackelton of the 1999 Super Series Squash Finals at Broadgate. The British Land British Open Typesetting by: Comma Printed by: CTD and Amateur Championships for Real Tennis are in their sixth year.

The paper used in this Annual Report is made from pulp where for every tree felled, 3-4 are planted. The mill recycles the water and ‘millbroke’ or offcuts and rejects used in the papermaking process.

RECYCLABLE Picture Credits Page 5: Stradivari viola (Cremona 1696, Achinto): Royal Academy of Music, John Barbirolli: G. Macdomnic/Lebrecht. Page 6: Sir Henry Wood: Kapp/Lebrecht Collection, Annie Lennox: Lebrecht Collection/PP, Simon Rattle: Wladimir Back Cover Image: Polak/Lebrecht Collection, Harriet Cohen: Lebrecht Collection. Page 9: Arthur Sullivan: Lebrecht Collection, Susan Rehearsal for a life on Bullock at ENO (Madam Butterfly): Bill Rafferty, Stradivari violin (Cremona c.1694, Haberneck): Royal Academy of the road as a touring Music, Eva Turner: Private Collection/Lebrecht. Page 10: Harrison Birtwistle: George Newson/Lebrecht Collection, musician? The student Edmundo Ros & his orchestra: Lebrecht Collection/PP, Cary Grant & Ingrid Bergman in ‘Indiscreet’: Movie Store Collection, Richard Rodney Bennett: Carl Pendle/Lebrecht Collection. Page 13: Michael Nyman: Lebrecht Collection, bar’s karaoke evenings Holly Hunter & Anna Pacquin ‘The Piano’: Movie Store Collection, ‘The Barber of Seville’ at ENO Lesley Garrett as and salsa parties are Rosina: Bill Rafferty, Evelyn Glennie: Suzie Maeder/Lebrecht Collection. legendary. 121945 Pages 1 to 17 3rd 17/4/2000 4:51 pm Page BC2