Hammerson : Shareholder Circular regarding proposed enhanced scrip dividend alternative

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial or other professional advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares, please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

The distribution of this document in certain jurisdictions other than the United Kingdom, the Republic of Ireland or the Republic of South Africa may be restricted by law and, therefore, persons into whose possession this document (and any accompanying documents) comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Board which is set out in pages 5 to 9 of this document which recommends you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

_______________________________________________________________________________

Hammerson plc

(Incorporated and registered in England and Wales with registered number 00360632)

Enhanced Scrip Dividend Alternative,

Proposed Capital Reduction

and

Notice of General Meeting

_______________________________________________________________________________

A Notice of General Meeting of the Company, to be held at 9:00 a.m. (London time) / 10:00 a.m. (South Africa time) on Tuesday, 25 October 2022, is set out at the end of this document.

Shareholders are encouraged to monitor the Company's website (www.hammerson.com/investors) where any changes to the arrangements for the General Meeting described in this document will be set out.

Shareholders are entitled to vote by way of proxy in advance of the General Meeting. It is important that you complete, sign and return a Form of Proxy in accordance with the instructions printed on it. To be valid, the Form of Proxy must be lodged with the Company's Registrar by no later than 9:00 a.m. (London time) and 10:00 a.m. (South Africa time) on Friday, 21 October 2022. Shareholders on the UK Register can obtain a copy of the UK Form of Proxy from the Company's UK Registrar, Link Group. Shareholders on the South Africa Register can obtain a copy of the South Africa Form of Proxy from the South Africa Transfer Secretaries, Computershare Investor Services. See the notes to the Notice of General Meeting for more information.

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CONTENTS
	Page
PART I LETTER FROM THE CHAIR .................................................................................................	5
PART II DETAILS OF THE ENHANCED SCRIP DIVIDEND ALTERNATIVE..................................	10
PART III WORKED EXAMPLE OF THE ENHANCED SCRIP DIVIDEND ALTERNATIVE..............	15
PART IV SUMMARY OF THE TAX TREATMENT OF DIVIDENDS FOR
SHAREHOLDERS............................................................................................................................	17
PART V ADDITIONAL INFORMATION............................................................................................	20

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EXPECTED TIMETABLE OF EVENTS

	Date
Event
Dividend declaration announcement released	Thursday, 28 July 2022
Scrip Reference Share Price calculation dates	Tuesday, 20 September 2022 -
	Monday, 26 September 2022
Date on which Shareholders must be recorded on the South Africa	Friday, 23 September 2022
Register to receive the Circular
Currency Conversion Date	Monday, 26 September 2022
Currency conversion, scrip ratio and Scrip Reference Share Price	Tuesday, 27 September 2022
announcement released by 10.00 a.m. (London time) / 11.00 a.m.
(South Africa time)
Posting of the Circular and announcement on the LSE, JSE and	Wednesday, 28 September 2022
Euronext Dublin
Last day to effect transfer of Shares between the UK and South Africa	Tuesday, 4 October 2022
Registers
Last day to trade on the JSE to qualify for the dividend	Tuesday, 4 October 2022
Ex-dividend on the JSE from commencement of trading on	Wednesday, 5 October 2022
Last day to trade on the LSE and on Euronext Dublin to qualify for the	Wednesday, 5 October 2022
dividend
Ex-dividend on the LSE and on Euronext Dublin from the	Thursday, 6 October 2022
commencement of trading on
Fraction reference price announcement released by 10.00 a.m.	Thursday, 6 October 2022
(London time) / 11.00 a.m. (South Africa time)
Dividend Record Date (applicable to both the UK Register and the	Friday, 7 October 2022
South Africa Register)
Transfer of Shares between the UK and South Africa Registers	Monday, 10 October 2022
permissible from
Last day to trade in the Company's Shares in order to be recorded as	Tuesday, 18 October 2022
a Shareholder ahead of the Voting Record Date (South Africa)
Last day to trade in the Company's Shares in order to be recorded as	Wednesday, 19 October 2022
a Shareholder ahead of the Voting Record Date (UK and ROI)
Last day for receipt of dividend mandates by CSDPs and Enhanced	Friday, 21 October 2022
Scrip Dividend Alternative elections by South Africa Transfer
Secretaries
Last date for UK Registrar to receive Forms of Election from	Friday, 21 October 2022
Shareholders on the UK Register holding certificated Shares electing
to receive the Enhanced Scrip Dividend Alternative
Last date for Shareholders on the UK Register holding uncertificated	Friday, 21 October 2022
Shares in CREST to elect to receive the Enhanced Scrip Dividend
Alternative

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Voting Record Date for the General Meeting (UK, South Africa and ROI)

General Meeting

Friday, 21 October 2022

9:00 a.m. (London time) and 10:00 a.m. (South Africa time) on Tuesday, 25 October 2022

Dividend Payment Date (UK, South Africa and ROI)	Thursday, 3 November 2022
Expected date of issue, admission and first day of dealings in the
New Shares on the LSE, JSE and Euronext Dublin
CSDP accounts credited on the South Africa Register
Court hearing to confirm the Proposed Capital Reduction	10:30 a.m. (London time) and
	12:30 p.m. (South Africa time) on
	Tuesday, 22 November 2022
Anticipated registration of Court Order associated with the Proposed	Wednesday, 23 November 2022
Capital Reduction

Notes:

1. Transfers of Shares between the UK Register and the South Africa Register will not be permitted between Wednesday, 5 October 2022 to Friday, 7 October 2022, both dates inclusive.
2. Shareholders registered on the South Africa Register should note that, in accordance with the requirements of Strate, no dematerialisation or rematerialisation of Shares will be possible from Wednesday, 5 October 2022 to Friday, 7 October 2022, both dates inclusive.

These dates are estimates only, being subject to agreement of hearing dates with the Court. Any changes will be notified to Shareholders by way of an announcement to the London Stock Exchange, on SENS in respect of the JSE and to Euronext Dublin.

Shareholders should note that the Board retains the discretion to withdraw or modify the

Enhanced Scrip Dividend Alternative and Interim 2022 Dividend and to decide not to

proceed with the Proposed Capital Reduction at any time.

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PART I

LETTER FROM THE CHAIR

Hammerson plc

(Incorporated and registered in England and Wales with company number 00360632)

Registered Office:

Kings Place

90 York Way

London N1 9GE

United Kingdom

Tel: [phone]

www.hammerson.com

Directors:

Robert Noel (Chair of the Board) Rita-Rose Gagné (Chief Executive) Himanshu Raja (Chief Financial Officer)

Habib Annous (Independent Non-Executive Director)

Méka Brunel (Independent Non-Executive Director)

Mike Butterworth (Independent Non-Executive Director and Senior Independent Director) Desmond de Beer (Non-Executive Director)

Adam Metz (Independent Non-Executive Director)

Carol Welch (Independent Non-Executive Director)

Wednesday, 28 September 2022

To the Shareholders and, for information only, to Nominated Persons

Dear Shareholders

Interim 2022 Dividend, Enhanced Scrip Dividend Alternative and Proposed Capital Reduction

1. Introduction

On Thursday, 28 July 2022, the Company announced the Board's intention to pay Shareholders an interim 2022 dividend of 0.2 pence per Share (the "Interim 2022 Dividend"), with an enhanced scrip dividend alternative of 2 pence per Share (the "Enhanced Scrip Dividend Alternative").

A Shareholder who elects to participate in the Enhanced Scrip Dividend Alternative will, in respect of the Interim 2022 Dividend, receive such number of new fully paid Shares (the "New Shares") as is equal to the number of Shares currently held by that Shareholder multiplied by 2 pence, divided by the Scrip Reference Share Price. A worked example of the calculation of the New Shares to be issued under the Enhanced Scrip Dividend Alternative

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