Notice of AGM - Part 3

British Land Co PLC
14 June 2002



Notes to Editors


BRITISH LAND REPLY ON THE LAXEY RESOLUTIONS - MAIN POINTS

British Land has received requisitions for three prescriptive resolutions for
its Annual General Meeting on 16th July 2002.  Two of the resolutions seek to
override the Company's normal authority to repurchase shares for cancellation
and the third seeks to require the Company to contract out the management of a
substantial part of its assets to third parties.

The Board unanimously recommends shareholders to vote against all the Laxey
resolutions which seek to overturn the Board's normal powers to manage the
business of the Company.



Performance

British Land has produced total compound shareholder returns (share price growth
+ dividends reinvested) of 15% per annum over the last 10 years.  This
represents 127% of the FTSE 100 return and 120% of the UK Listed Property Sector
return for the same period.



Share Buybacks

British Land is committed to buy back shares if at any time it has surplus
capital or when net asset and earnings per share enhancing buybacks offer better
returns than new property investment.  The financial capacity is or can be made
available, including for example by asset sales.



Convertible Redemption

In May, British Land announced the early redemption of its £323 million 6.5%
convertible bonds, effectively buying back 48.1 million shares (equivalent to
9.3% of share capital).  This lifts diluted net assets by 11p to 814p per share.




No New Equity Issues are Contemplated

Dividend Increase

The proposed Dividend for the year is 12.4p per share, an increase of 7.8% over
the previous year.  With rental reversions to come of some £88.5 million,
British Land expects to sustain this higher rate of dividend growth.  Dividends
per share have increased in every year since 1982, with compound annual growth
of 7.8% and 17.9% over the last 10 and 20 years respectively.



Management

The existing management structure of the Group delivers high quality property
management on a cost efficient basis.   The Company's total administration costs
(of which property management is only one element) represents only 0.4% of the
value of the Group's total property assets.  Further, major corporations such as
Tesco plc, Scottish & Newcastle plc, House of Fraser PLC, Irish Life and GUS plc
have entered into joint venture arrangements with the Group, with such ventures
managed by the British Land asset management team.  At 31st March 2002 the
Company had 15 active joint ventures with property assets of £3.2 billion.



14th June 2002



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