Notice of Meetings

British Land Co PLC
24 November 2006

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

  £200,000,000 9 3/8 per cent. First Mortgage Debenture Stock due 2028 (of which
£25,387,615 is outstanding) (the Existing 2028 Debentures) (ISIN: XS0066979682/
                                 GB0001371573)

                                   issued by

                   The British Land Company PLC (the Company)
(incorporated with limited liability in England and Wales with registered number
                                    621920)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fourth Schedule
to the trust deed dated 29 April 1993 (as amended and supplemented from time to
time, the Trust Deed) constituting the Existing 2028 Debentures and made between
the Company, the Charging Companies (as defined in the Trust Deed) and Royal
Exchange Trust Company Limited (the Trustee), a meeting of the holders of the
Existing 2028 Debentures (the Debentureholders) has been convened by the Company
and will be held at the offices of The British Land Company PLC, 10 Cornwall
Terrace, Regent's Park, London NW1 4QP on 18 December 2006 at 9.30 a.m. London
time for the purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an Extraordinary Resolution in accordance
with the provisions of the Trust Deed:

"THAT this meeting of the holders of the outstanding £200,000,000 9 3/8 per cent.
First Mortgage Debenture Stock due 2028 (of which £25,387,615 is outstanding)
(the Existing 2028 Debentures) of The British Land Company PLC (the Company)
constituted by a trust deed dated 29 April 1993 (as amended and supplemented
from time to time, the Trust Deed) made between the Company, the Charging
Companies (as defined in the Trust Deed) and Royal Exchange Trust Company
Limited (the Trustee) as trustee for the holders of the Existing 2028 Debentures
hereby:

(A) (subject to paragraph (F) of this Extraordinary Resolution) assents to the
modification of the terms and conditions (the Conditions) of the Existing 2028
Debentures by the addition of a new Condition 6.10 giving the Company the right
to redeem all of the Existing 2028 Debentures at an amount for each £1,000 in
principal amount of the Existing 2028 Debentures equal to the Existing Debenture
Price, by the issue of Amortising 2035 Debentures and payment of a cash amount
(or solely by payment of cash), all as provided in and subject to the terms of
and in accordance with the relevant Proposal, on giving not less than one nor
more than seven Business Days' notice to Debentureholders by issuing an
announcement of redemption (the Announcement) via an RIS at any time not later
than two Business Days after the Longstop Date, the redemption in accordance
with the Announcement to be conditional on the Amortising 2035 Debentures being
admitted to official listing on the Gilt Edged and Fixed Income Market of the
London Stock Exchange, subject only to the issue of the Amortising 2035
Debentures.

If the condition relating to the listing of the Amortising 2035 Debentures is
not satisfied on or before the expiry of the notice period specified in the
Announcement, the redemption of the Existing 2028 Debentures shall become
incapable of becoming unconditional and, accordingly, no redemption of the
Existing 2028 Debentures shall occur pursuant to new Condition 6.10. The Company
will issue a further announcement via an RIS on the expiry of the notice period
specified in the Announcement to inform the holders of the Existing 2028
Debentures whether the Existing 2028 Debentures will be redeemed in accordance
with new Condition 6.10.

(B) (subject to paragraph (F) of this Extraordinary Resolution) assents to the
entry by the Trustee into the draft supplemental trust deed produced to this
meeting and signed by the chairman of the meeting for the purpose of
identification, with such amendments, if any, as may be requested by the Company
and approved by the Trustee in its sole discretion or required by the Trustee
(the First Supplemental Composite Trust Deed);

(C) (subject to paragraph (F) of this Extraordinary Resolution) authorises,
directs, requests and empowers the Trustee to concur in, approve, and execute
and do all such deeds, instruments, acts and things that may be necessary,
desirable or expedient in the sole opinion of the Trustee to carry out and give
effect to this Extraordinary Resolution and the relevant Proposal;

(D) (subject to paragraph (F) of this Extraordinary Resolution) sanctions and
approves every modification, abrogation, variation or compromise of, or
arrangement in respect of, the rights of Debentureholders necessary to give
effect to this Extraordinary Resolution and the relevant Proposal (whether or
not the rights arise under the Trust Deed) and assents to every modification,
variation or abrogation of the Conditions (as defined in the Trust Deed) of the
Existing 2028 Debentures and/or the provisions contained in the Trust Deed
involved in or inherent in or effected by the implementation of this
Extraordinary Resolution and the relevant Proposal;

(E) discharges and exonerates the Trustee from any liability in respect of any
act or omission for which it may have become responsible under the Trust Deed
and/or the Existing 2028 Debentures in connection with this Extraordinary
Resolution;

(F) declares that this Extraordinary Resolution shall be in all respects
conditional on the following condition being satisfied or waived by the Company
in accordance with the provisions of the Consent Solicitation Document published
by the Company on 24 November 2006 (the Document) - the requisite majority of
holders of the Existing 2035 Debentures voting in favour of the relevant
Extraordinary Resolution at the Meeting at which such holders are asked to
consider such Extraordinary Resolution and any condition to such Extraordinary
Resolution having been satisfied or waived (or, where a further meeting or
meetings is or are convened by the Company to consider the same or alternative
proposals in respect of the Existing 2035 Debentures, the requisite majority of
such holders voting in favour of the extraordinary resolution proposed at any
such further meeting and any condition to that extraordinary resolution being
satisfied or waived); and

(G) acknowledges that capitalised terms used in this Extraordinary Resolution
and not otherwise defined shall have the same meanings given to them in the
Document, unless the context otherwise requires."

The Company has convened the Meeting for the purpose of enabling
Debentureholders to consider the proposals outlined in the Consent Solicitation
Document published by the Company on 24 November 2006 (the Document) and
resolve, if they think fit, to pass the Extraordinary Resolution proposed in
relation to the Existing 2028 Debentures. Capitalised terms used in this Notice
and not otherwise defined shall have the meanings given to them in the Document,
unless the context otherwise requires.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Document or the Extraordinary Resolution and, in accordance with normal
practice, expresses no opinion on the merits of those Proposals or on the
Extraordinary Resolution or on whether Debentureholders would be acting in
Debentureholders' best interests in approving them, and nothing in this Notice
should be construed as a recommendation to Debentureholders from the Trustee to
vote in favour of, or against, the Extraordinary Resolution. Debentureholders
should take their own independent financial advice on the merits and on the
consequences of voting in favour of the Extraordinary Resolution, including any
tax consequences. However, on the basis of the information contained in the
Document, the Trustee has authorised the Company to state that the Trustee has
no objection to the Extraordinary Resolution being put to Debentureholders for
their consideration.

General

Copies of the Document are available for collection by Debentureholders at the
specified office of the Principal Paying Agent and the Receiving Agent and at
the specified office of the Solicitation Agent in each case as set out below, on
and after the date of this Notice and will be available at the Meeting. A
Debentureholder will be required to produce evidence satisfactory to the
Principal Paying Agent or the Receiving Agent or the Solicitation Agent as to
his or her status as a Debentureholder before being permitted to collect a copy
of the Document. Copies of (i) the Trust Deed, this Notice and the Document;
(ii) the current draft of the First Supplemental Composite Trust Deed referred
to in the Extraordinary Resolution and certain other documents as specified in
the Document are, on and from 24 November 2006, available for inspection by the
Debentureholders at the specified office of the Solicitation Agent and the
Principal Paying Agent and the Receiving Agent during normal business hours on
any weekday (Saturdays, Sundays and public holidays excepted) up to and
including the Expiration Date. Revised versions of any draft documents described
in (ii) above will be available as set out above (marked to indicate changes to
the draft made available on 24 November 2006) no later than two Business Days
before the date of the Meeting and at the Meeting. Any such revised document
made available as set out above will supersede the previous draft of such
document and Debentureholders will be deemed to have notice of any changes.

The attention of Debentureholders is particularly drawn to the quorum required
for the Meeting and for any meeting held following any adjournment of any such
Meeting, which is set out in paragraph 4 of "Voting and Quorum" below. Having
regard to such requirements, Debentureholders are strongly urged either to
attend the Meeting or to take steps to be represented at the Meeting, as
referred to below, as soon as possible.

Voting and Quorum

Debentureholders who have submitted and not revoked a valid Instruction
instructing an Existing Paying Agent or the Receiving Agent to appoint the
Administrative Agent as their proxy to vote in favour of the Extraordinary
Resolution to be proposed at the Meeting and any meeting held following any
adjournment of any such Meeting need take no further action to be represented at
the Meeting or any such adjourned meeting. Debentureholders who have not
submitted or have submitted and subsequently revoked an Instruction should take
note of the provisions set out below detailing how such Debentureholders can
attend or take steps to be represented at the Meeting.

1. Debentureholder attendance: A holder of Existing 2028 Debentures in bearer
form (Bearer Existing 2028 Debentures and Bearer Debentureholders, respectively)
wishing to attend and vote at the Meeting in person must produce at such Meeting
his or her Bearer Existing 2028 Debentures in definitive form or a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Bearer Existing 2028 Debenture(s) in respect of which he or she
wishes to vote. A holder of Existing 2028 Debentures in registered form
(Registered Existing 2028 Debentures and Registered Debentureholders,
respectively) wishing to attend and vote at the Meeting in person must produce
at such Meeting either, in the case of an individual holder, his or her
Registered Existing 2028 Debentures in definitive form or, in the case of a
corporate holder, a duly approved resolution of the governing body of such
corporation authorising such person to act as the corporation's representative,
together in each case with satisfactory evidence of identity.

2. Appointment of proxies: A Bearer Debentureholder not wishing to attend and
vote at the Meeting in person may deliver his or her Bearer Existing 2028
Debenture(s) or valid voting certificate(s) in respect of such Bearer Existing
2028 Debentures to the person whom he or she wishes to attend on his or her
behalf or give a voting instruction instructing the Existing Paying Agent to
appoint a proxy to attend and vote at such Meeting in accordance with his or her
instructions.

A Registered Debentureholder not wishing to attend and vote at the Meeting in
person may deliver to the Receiving Agent an instrument in writing (a Form of
Proxy) signed by the holder (or, in the case of a corporation, executed under
its common seal or signed on its behalf by an attorney or a duly authorised
officer of the corporation) appointing a proxy to act on his or its behalf in
connection with the Meeting and any such adjourned Meeting. A Form of Proxy may
be obtained from the specified office of the Receiving Agent not later than 48
hours (being a period of 48 hours including all or part of two days upon which
banks are open for business in London (disregarding for this purpose the day
upon which the Meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until there is
included as aforesaid all or part of two days upon which banks are open for
business in London) (48 hours)) before the time fixed for the Meeting.

In the case of Registered Debentureholders, not less than 48 hours before the
time fixed for the Meeting or any adjourned Meeting, the form of proxy and (if
required by the Company or the Trustee) the power of attorney or other authority
(if any) under which it is signed or a notarially certified or office copy of
such power of attorney must be deposited at the office of the Receiving Agent
specified below.

3. Deposit of Bearer Existing 2028 Debentures, voting certificates and block
voting instructions: The Bearer Existing 2028 Debentures may, not less than 48
hours before the time fixed for the Meeting or any meeting held following any
adjournment of any such Meeting, be deposited with any Existing Paying Agent or
(to its satisfaction) held to its order or under its control for the purpose of:

(i) obtaining voting certificates from such Existing Paying Agent; or

(ii) instructing such Existing Paying Agent to complete a block voting
instruction in respect of such Bearer Existing 2028 Debentures appointing a
proxy to attend and vote at the Meeting or any adjourned Meeting in accordance
with the instructions of the relevant Bearer Debentureholder. A Bearer
Debentureholder will need to give such voting instructions (such voting
instructions being neither revocable nor capable of amendment by the
Debentureholder during the period commencing 48 hours prior to the time for
which the Meeting or any adjourned Meeting is convened and ending at the
conclusion or adjournment of such Meeting or adjourned Meeting) in accordance
with the procedures of Euroclear and/or Clearstream, Luxembourg (if the relevant
Existing 2028 Debentures are held in either such clearing system) or on a voting
instruction form obtainable from the specified office of the Existing Paying
Agent, to any Existing Paying Agent, not less than 48 hours before the time
fixed for the Meeting or any adjourned Meeting, to enable such Existing Paying
Agent to complete the block voting instruction.

Bearer Existing 2028 Debentures so deposited or held will not be released:

(i) Voting certificates: in the case of Bearer Existing 2028 Debentures in
respect of which a voting certificate has been issued, until the first to occur
of:
(a) the conclusion of the Meeting specified in such certificate or any meeting
held following any adjournment of any such Meeting (whichever is the later); and

(b) the surrender of the certificate to the Existing Paying Agent who issued the
certificate;

(ii) Block voting instructions: in the case of Bearer Existing 2028 Debentures
in respect of which a block voting instruction has been issued, until the first
to occur of:

(a) the conclusion of the Meeting specified in such block voting instruction or
any meeting held following any adjournment of any such Meeting (whichever is the
later); and

(b) the surrender to the Existing Paying Agent not less than 48 hours before the
time for which such Meeting or adjourned Meeting is convened of the receipt
issued by such Existing Paying Agent in respect of each such deposited Bearer
2028 Debenture which is to be released or the Bearer 2028 Debenture(s) ceasing
with the agreement of the Existing Paying Agent to be held to its order or under
its control and the giving of notice from the Existing Paying Agent to the
Company of the necessary amendment to the block voting instruction.

A holder whose Bearer Existing 2028 Debentures are held on behalf of Euroclear
and/or Clearstream, Luxembourg who wishes to obtain a voting certificate or give
a voting instruction instructing an Existing Paying Agent to appoint a proxy to
attend and vote at the Meeting on his or her behalf should not less than 48
hours before the time appointed for the holding of the Meeting and within the
relevant time limit specified by Euroclear and/or Clearstream, Luxembourg, as
the case may be, request the relevant Clearing System to block his or her Bearer
Existing 2028 Debentures in his or her own account and hold the same to the
order or under the control of an Existing Paying Agent.

A holder whose Bearer Existing 2028 Debentures have been so blocked will thus be
able to obtain a voting certificate from, or procure that a voting instruction
is given in accordance with the procedures of, Euroclear or Clearstream,
Luxembourg to an Existing Paying Agent. Existing 2028 Debentures so blocked will
be released in accordance with the procedures set out above and in accordance
with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may
be.

4. Quorum requirements: The quorum required at the Meeting shall be one or more
persons present holding Existing 2028 Debentures or voting certificates or being
proxies or representatives and holding or representing in the aggregate not less
than a clear majority in nominal amount of the Existing 2028 Debentures for the
time being outstanding. At any adjourned Meeting, the quorum required shall be
one or more persons present holding Existing 2028 Debentures or voting
certificates or being proxies or representatives (whatever the nominal amount of
the Existing 2028 Debentures so held or represented by them).

5. Adjournment: If within five minutes (or such longer period not exceeding
twenty minutes as the Chairman may decide) after the time appointed for any such
Meeting, a quorum is not present, such meeting shall stand adjourned to such a
day (not being less than ten nor more than twenty-eight days thereafter), time
and place as may be appointed by the Chairman.

6. Voting by show of hands or poll: Every question submitted to each Meeting
shall be decided in the first instance by a show of hands unless a poll is
(before or on the declaration of the result of the show of hands) demanded by
the Chairman or by two or more persons present holding Existing 2028 Debentures
or voting certificates or being proxies or representatives (whatever the nominal
amount of the Existing 2028 Debentures so held or represented by them) or by one
or more persons representing by proxy at least one-twentieth of the nominal
amount of the Existing 2028 Debentures for the time being outstanding.

In the case of equality of votes, the Chairman shall both on a show of hands and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a Debentureholder or as a holder of a voting certificate
or as a proxy or as a representative.

7. Representation of vote: On a show of hands every person who is present in
person and produces a Bearer Existing 2028 Debenture or voting certificate or is
a holder of Registered Existing 2028 Debentures or is a proxy or representative
shall have one vote. On a poll every person who is so present shall have one
vote in respect of each £1 in nominal amount of Existing 2028 Debentures so
produced or represented by the voting certificate so produced or in respect of
which such person is a proxy or representative or in respect of which such
person is the Debentureholder.

8. Voting majority requirements: To be passed at the relevant Meeting, the
Extraordinary Resolution requires a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands or if a poll is
duly demanded then by a majority consisting of not less than three-fourths of
the votes given on such poll. If passed, the Extraordinary Resolution shall be
binding upon all Debentureholders, whether present or not present at the Meeting
at which it is passed and whether or not voting and upon all Couponholders (as
defined in the Trust Deed).

This Notice is given by The British Land Company PLC.

Debentureholders should contact the following for further information:

The Solicitation Agent:

The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 20
7085 3205/8056.

The Administrative Agent: The Bank of New York at One Canada Square, London E14
5AL, Tel: [phone] or by email to [e-mail] or
Tel: [phone] or by email to [e-mail].

The Principal Paying Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 Thomas
More Street, London E1W 1YT, Tel: [phone] or by email to
[e-mail].

The Registrar: JPMorgan Chase Bank, N.A., acting through the Receiving Agent,
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.

Dated: 24 November 2006



THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

  £250,000,000 8 7/8 per cent. First Mortgage Debenture Stock due 2035 (of which
     £41,702,500 remains outstanding) (the Existing 2035 Debentures) (ISIN:
                           XS0060174520/GB0001302867)

                                   issued by

                   The British Land Company PLC (the Company)
(incorporated with limited liability in England and Wales with registered number
                                    621920)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule to
the trust deed dated 6 October 1995 (as amended and supplemented from time to
time, the Trust Deed) constituting the Existing 2035 Debentures and made between
the Company, the Charging Companies (as defined in the Trust Deed) and Royal
Exchange Trust Company Limited (the Trustee), a meeting of the holders of the
Existing 2035 Debentures (the Debentureholders) has been convened by the Company
and will be held at the offices of The British Land Company PLC, 10 Cornwall
Terrace, Regent's Park, London NW1 4QP on 18 December 2006 at 9.45 a.m. London
time or as soon after such time as the meeting of the holders of the £25,387,615
9 3/8 per cent. First Mortgage Debenture Stock due 2028 issued by the Company,
convened for 9.30 a.m. on the same day, shall have concluded or been adjourned,
for the purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an Extraordinary Resolution in accordance
with the provisions of the Trust Deed:

"THAT this meeting of the holders of the outstanding £250,000,000 8 7/8 per cent.
First Mortgage Debenture Stock due 2035 (of which £41,702,500 remains
outstanding) (the Existing 2035 Debentures) of The British Land Company PLC (the
Company) constituted by a trust deed dated 6 October 1995 (as amended and
supplemented from time to time, the Trust Deed) made between the Company, the
Charging Companies (as defined in the Trust Deed) and Royal Exchange Trust
Company Limited (the Trustee) as trustee for the holders of the Existing 2035
Debentures hereby:

(A) (subject to paragraph (F) of this Extraordinary Resolution) assents to the
modification of the terms and conditions (the Conditions) of the Existing 2035
Debentures by the addition of a new Condition 6.10 giving the Company the right
to redeem all of the Existing 2035 Debentures at an amount for each £1,000 in
principal amount of the Existing 2035 Debentures equal to the Existing Debenture
Price, by the issue of Amortising 2035 Debentures and payment of a cash amount
(or solely by payment of cash), all as provided in and subject to the terms of
and in accordance with the relevant Proposal, on giving not less than one nor
more than seven Business Days' notice to Debentureholders by issuing an
announcement of redemption (the Announcement) via an RIS at any time not later
than two Business Days after the Longstop Date, the redemption in accordance
with the Announcement to be conditional on the Amortising 2035 Debentures being
admitted to official listing on the Gilt Edged and Fixed Income Market of the
London Stock Exchange, subject only to the issue of the Amortising 2035
Debentures.

If the condition relating to the listing of the Amortising 2035 Debentures is
not satisfied on or before the expiry of the notice period specified in the
Announcement, the redemption of the Existing 2035 Debentures shall become
incapable of becoming unconditional and, accordingly, no redemption of the
Existing 2035 Debentures shall occur pursuant to new Condition 6.10. The Company
will issue a further announcement via an RIS on the expiry of the notice period
specified in the Announcement to inform the holders of the Existing 2035
Debentures whether the Existing 2035 Debentures will be redeemed in accordance
with new Condition 6.10.

(B) (subject to paragraph (F) of this Extraordinary Resolution) assents to the
entry by the Trustee into the draft supplemental trust deed produced to this
meeting and signed by the chairman of the meeting for the purpose of
identification, with such amendments, if any, as may be requested by the Company
and approved by the Trustee in its sole discretion or required by the Trustee
(the First Supplemental Composite Trust Deed);

(C) (subject to paragraph (F) of this Extraordinary Resolution) authorises,
directs, requests and empowers the Trustee to concur in, approve, and execute
and do all such deeds, instruments, acts and things that may be necessary,
desirable or expedient in the sole opinion of the Trustee to carry out and give
effect to this Extraordinary Resolution and the relevant Proposal;

(D) (subject to paragraph (F) of this Extraordinary Resolution) sanctions and
approves every modification, abrogation, variation or compromise of, or
arrangement in respect of, the rights of Debentureholders necessary to give
effect to this Extraordinary Resolution and the relevant Proposal (whether or
not the rights arise under the Trust Deed) and assents to every modification,
variation or abrogation of the Conditions (as defined in the Trust Deed) of the
Existing 2035 Debentures and/or the provisions contained in the Trust Deed
involved in or inherent in or effected by the implementation of this
Extraordinary Resolution and the relevant Proposal;

(E) discharges and exonerates the Trustee from any liability in respect of any
act or omission for which it may have become responsible under the Trust Deed
and/or the Existing 2035 Debentures in connection with this Extraordinary
Resolution;

(F) declares that this Extraordinary Resolution shall be in all respects
conditional on the following condition being satisfied or waived by the Company
in accordance with the provisions of the Consent Solicitation Document published
by the Company on 24 November 2006 (the Document) - the requisite majority of
holders of the Existing 2028 Debentures voting in favour of the relevant
Extraordinary Resolution at the Meeting at which such holders are asked to
consider such Extraordinary Resolution and any condition to such Extraordinary
Resolution having been satisfied or waived (or, where a further meeting or
meetings is or are convened by the Company to consider the same or alternative
proposals in respect of the Existing 2028 Debentures, the requisite majority of
such holders voting in favour of the extraordinary resolution proposed at any
such further meeting and any condition to that extraordinary resolution being
satisfied or (if capable of waiver) waived); and

(G) acknowledges that capitalised terms used in this Extraordinary Resolution
and not otherwise defined shall have the same meanings given to them in the
Document, unless the context otherwise requires."

The Company has convened the Meeting for the purpose of enabling
Debentureholders to consider the proposals outlined in the Consent Solicitation
Document published by the Company on 24 November 2006 (the Document) and
resolve, if they think fit, to pass the Extraordinary Resolution proposed in
relation to the Existing 2035 Debentures. Capitalised terms used in this Notice
and not otherwise defined shall have the meanings given to them in the Document,
unless the context otherwise requires.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Document or the Extraordinary Resolution and, in accordance with normal
practice, expresses no opinion on the merits of those Proposals or on the
Extraordinary Resolution or on whether Debentureholders would be acting in
Debentureholders' best interests in approving them, and nothing in this Notice
should be construed as a recommendation to Debentureholders from the Trustee to
vote in favour of, or against, the Extraordinary Resolution. Debentureholders
should take their own independent financial advice on the merits and on the
consequences of voting in favour of the Extraordinary Resolution, including any
tax consequences. However, on the basis of the information contained in the
Document, the Trustee has authorised the Company to state that the Trustee has
no objection to the Extraordinary Resolution being put to Debentureholders for
their consideration.

General

Copies of the Document are available for collection by Debentureholders at the
specified office of the Principal Paying Agent and the Receiving Agent and at
the specified office of the Solicitation Agent in each case as set out below, on
and after the date of this Notice and will be available at the Meeting. A
Debentureholder will be required to produce evidence satisfactory to the
Principal Paying Agent or the Receiving Agent or the Solicitation Agent as to
his or her status as a Debentureholder before being permitted to collect a copy
of the Document. Copies of (i) the Trust Deed, this Notice and the Document;
(ii) the current draft of the First Supplemental Composite Trust Deed referred
to in the Extraordinary Resolution and certain other documents as specified in
the Document are, on and from 24 November 2006, available for inspection by the
Debentureholders at the specified office of the Solicitation Agent and the
Principal Paying Agent and the Receiving Agent during normal business hours on
any weekday (Saturdays, Sundays and public holidays excepted) up to and
including the Expiration Date. Revised versions of any draft documents described
in (ii) above will be available as set out above (marked to indicate changes to
the draft made available on 24 November 2006) no later than two Business Days
before the date of the Meeting and at the Meeting. Any such revised document
made available as set out above will supersede the previous draft of such
document and Debentureholders will be deemed to have notice of any changes.

The attention of Debentureholders is particularly drawn to the quorum required
for the Meeting and for any meeting held following any adjournment of any such
Meeting, which is set out in paragraph 4 of "Voting and Quorum" below. Having
regard to such requirements, Debentureholders are strongly urged either to
attend the Meeting or to take steps to be represented at the Meeting, as
referred to below, as soon as possible.

Voting and Quorum

Debentureholders who have submitted and not revoked a valid Instruction
instructing an Existing Paying Agent or the Receiving Agent to appoint the
Administrative Agent as their proxy to vote in favour of the Extraordinary
Resolution to be proposed at the Meeting and any meeting held following any
adjournment of any such Meeting need take no further action to be represented at
the Meeting or any such adjourned meeting. Debentureholders who have not
submitted or have submitted and subsequently revoked an Instruction should take
note of the provisions set out below detailing how such Debentureholders can
attend or take steps to be represented at the Meeting.

1. Debentureholder attendance: A holder of Existing 2035 Debentures in bearer
form (Bearer Existing 2035 Debentures and Bearer Debentureholders, respectively)
wishing to attend and vote at the Meeting in person must produce at such Meeting
his or her Bearer Existing 2035 Debentures in definitive form or a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Bearer Existing 2035 Debenture(s) in respect of which he or she
wishes to vote. A holder of Existing 2035 Debentures in registered form
(Registered Existing 2035 Debentures and Registered Debentureholders,
respectively) wishing to attend and vote at the Meeting in person must produce
at such Meeting either, in the case of an individual holder, his or her
Registered Existing 2035 Debentures in definitive form or, in the case of a
corporate holder, a duly approved resolution of the governing body of such
corporation authorising such person to act as the corporation's representative,
together in each case with satisfactory evidence of identity.

2. Appointment of proxies: A Bearer Debentureholder not wishing to attend and
vote at the Meeting in person may deliver his or her Bearer Existing 2035
Debenture(s) or valid voting certificate(s) in respect of such Bearer Existing
2035 Debentures to the person whom he or she wishes to attend on his or her
behalf or give a voting instruction instructing the Existing Paying Agent to
appoint a proxy to attend and vote at such Meeting in accordance with his or her
instructions.

A Registered Debentureholder not wishing to attend and vote at the Meeting in
person may deliver to the Receiving Agent an instrument in writing (a Form of
Proxy) signed by the holder (or, in the case of a corporation, executed under
its common seal or signed on its behalf by an attorney or a duly authorised
officer of the corporation) appointing a proxy to act on his or its behalf in
connection with the Meeting and any such adjourned Meeting. A Form of Proxy may
be obtained from the specified office of the Receiving Agent not later than 48
hours (being a period of 48 hours including all or part of two days upon which
banks are open for business in London (disregarding for this purpose the day
upon which the Meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until there is
included as aforesaid all or part of two days upon which banks are open for
business in London) (48 hours)) before the time fixed for the Meeting.

In the case of Registered Debentureholders, not less than 48 hours before the
time fixed for the Meeting or any adjourned Meeting, the form of proxy and (if
required by the Company or the Trustee) the power of attorney or other authority
(if any) under which it is signed or a notarially certified or office copy of
such power of attorney must be deposited at the office of the Receiving Agent
specified below.

3. Deposit of Bearer Existing 2035 Debentures, voting certificates and block
voting instructions: The Bearer Existing 2035 Debentures may, not less than 48
hours before the time fixed for the Meeting or any meeting held following any
adjournment of any such Meeting, be deposited with any Existing Paying Agent or
(to its satisfaction) held to its order or under its control for the purpose of:

(i) obtaining voting certificates from such Existing Paying Agent; or

(ii) instructing such Existing Paying Agent to complete a block voting
instruction in respect of such Bearer Existing 2035 Debentures appointing a
proxy to attend and vote at the Meeting or any adjourned Meeting in accordance
with the instructions of the relevant Bearer Debentureholder. A Bearer
Debentureholder will need to give such voting instructions (such voting
instructions being neither revocable nor capable of amendment by the
Debentureholder during the period commencing 48 hours prior to the time for
which the Meeting or any adjourned Meeting is convened and ending at the
conclusion or adjournment of such Meeting or adjourned Meeting) in accordance
with the procedures of Euroclear and/or Clearstream, Luxembourg (if the relevant
Existing 2035 Debentures are held in either such clearing system) or on a voting
instruction form obtainable from the specified office of the Existing Paying
Agent, to any Existing Paying Agent, not less than 48 hours before the time
fixed for the Meeting or any adjourned Meeting, to enable such Existing Paying
Agent to complete the block voting instruction.

Bearer Existing 2035 Debentures so deposited or held will not be released:

(i) Voting certificates: in the case of Bearer Existing 2035 Debentures in
respect of which a voting certificate has been issued, until the first to occur
of:

(a) the conclusion of the Meeting specified in such certificate or any meeting
held following any adjournment of any such Meeting (whichever is the later); and

(b) the surrender of the certificate to the Existing Paying Agent who issued the
certificate;

(ii) Block voting instructions: in the case of Bearer Existing 2035 Debentures
in respect of which a block voting instruction has been issued, until the first
to occur of:

(a) the conclusion of the Meeting specified in such block voting instruction or
any meeting held following any adjournment of any such Meeting (whichever is the
later); and

(b) the surrender to the Existing Paying Agent not less than 48 hours before the
time for which such Meeting or adjourned Meeting is convened of the receipt
issued by such Existing Paying Agent in respect of each such deposited Bearer
2035 Debenture which is to be released or the Bearer 2035 Debenture(s) ceasing
with the agreement of the Existing Paying Agent to be held to its order or under
its control and the giving of notice from the Existing Paying Agent to the
Company of the necessary amendment to the block voting instruction.

A holder whose Bearer Existing 2035 Debentures are held on behalf of Euroclear
and/or Clearstream, Luxembourg who wishes to obtain a voting certificate or give
a voting instruction instructing an Existing Paying Agent to appoint a proxy to
attend and vote at the Meeting on his or her behalf should not less than 48
hours before the time appointed for the holding of the Meeting and within the
relevant time limit specified by Euroclear and/or Clearstream, Luxembourg, as
the case may be, request the relevant Clearing System to block his or her Bearer
Existing 2035 Debentures in his or her own account and hold the same to the
order or under the control of an Existing Paying Agent.

A holder whose Bearer Existing 2035 Debentures have been so blocked will thus be
able to obtain a voting certificate from, or procure that a voting instruction
is given in accordance with the procedures of, Euroclear or Clearstream,
Luxembourg to an Existing Paying Agent. Existing 2035 Debentures so blocked will
be released in accordance with the procedures set out above and in accordance
with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may
be.

4. Quorum requirements: The quorum required at the Meeting shall be one or more
persons present holding Existing 2035 Debentures or voting certificates or being
proxies or representatives and holding or representing in the aggregate not less
than two-thirds in nominal amount of the Existing 2035 Debentures for the time
being outstanding. At any adjourned Meeting, the quorum required shall be one or
more persons present holding Existing 2035 Debentures or voting certificates or
being proxies or representatives and holding or representing in the aggregate
not less than one-third in nominal amount of the Existing 2035 Debentures.

5. Adjournment: If within five minutes (or such longer period not exceeding
twenty minutes as the Chairman may decide) after the time appointed for any such
Meeting, a quorum is not present, such meeting shall stand adjourned to such a
day (not being less than ten nor more than twenty-eight days thereafter), time
and place as may be appointed by the Chairman.

6. Voting by show of hands or poll: Every question submitted to each Meeting
shall be decided in the first instance by a show of hands unless a poll is
(before or on the declaration of the result of the show of hands) demanded by
the Chairman or by two or more persons present holding Existing 2035 Debentures
or voting certificates or being proxies or representatives (whatever the nominal
amount of the Existing 2035 Debentures so held or represented by them) or by one
or more persons representing by proxy at least one-twentieth of the nominal
amount of the Existing 2035 Debentures for the time being outstanding.

In the case of equality of votes, the Chairman shall both on a show of hands and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a Debentureholder or as a holder of a voting certificate
or as a proxy or as a representative.

7. Representation of vote: On a show of hands every person who is present in
person and produces a Bearer Existing 2035 Debenture or voting certificate or is
a holder of Registered Existing 2035 Debentures or is a proxy or representative
shall have one vote. On a poll every person who is so present shall have one
vote in respect of each £1 in nominal amount of Existing 2035 Debentures so
produced or represented by the voting certificate so produced or in respect of
which such person is a proxy or representative or in respect of which such
person is the Debentureholder.

8. Voting majority requirements: To be passed at the relevant Meeting, the
Extraordinary Resolution requires a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands or if a poll is
duly demanded then by a majority consisting of not less than three-fourths of
the votes given on such poll. If passed, the Extraordinary Resolution shall be
binding upon all Debentureholders, whether present or not present at the Meeting
at which it is passed and whether or not voting and upon all Couponholders (as
defined in the Trust Deed).

This Notice is given by The British Land Company PLC.

Debentureholders should contact the following for further information:

The Solicitation Agent:

The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 20
7085 3205/8056.

The Administrative Agent: The Bank of New York at One Canada Square, London E14
5AL, Tel: [phone] or by email to [e-mail] or
Tel: [phone] or by email to [e-mail].

The Principal Paying Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 Thomas
More Street, London E1W 1YT, Tel: [phone] or by email to
[e-mail].

The Registrar: JPMorgan Chase Bank, N.A., acting through the Receiving Agent,
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.

Dated: 24 November 2006







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