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Transaction Documents

Recommended all-share offer by Hammerson plc for Intu Properties plc

Transaction Announcement and Investor Presentation

1. 2.7 Announcement – 06.12.2017

2. Investor Presentation – 06.12.2017

Irrevocable undertakings and letters of support

3. Intu director irrevocable undertaking – Adèle Anderson – 04.12.2017

4. Intu director irrevocable undertaking – Raymond Fine – 04.12.2017

5. Intu director irrevocable undertaking – David Fischel – 05.12.2017

6. Intu director irrevocable undertaking – Rakhi Goss-Custard – 04.12.2017

7. Intu director irrevocable undertaking – Richard Gordon – 05.12.2017

8. Intu director irrevocable undertaking – Louise Patten – 04.12.2017

9. Intu director irrevocable undertaking – Matthew Roberts – 05.12.2017

10. Intu director irrevocable undertaking – John Strachan – 04.12.2017

11. Intu director irrevocable undertaking – Steven Underwood – 05.12.2017

12. Hammerson director irrevocable undertaking – David Atkins – 06.12.2017

13. Hammerson director irrevocable undertaking – Pierre Bouchut – 06.12.2017

14. Hammerson director irrevocable undertaking – Gwyn Burr – 06.12.2017

15. Hammerson director irrevocable undertaking – Peter Cole – 06.12.2017

16. Hammerson director irrevocable undertaking – Timon Drakesmith – 06.12.2017

17. Hammerson director irrevocable undertaking – Terence Duddy – 06.12.2017

18. Hammerson director irrevocable undertaking – Andrew Formica – 06.12.2017

19. Hammerson director irrevocable undertaking – Judy Gibbons – 06.12.2017

20. Hammerson director irrevocable undertaking – Jean-Philippe Mouton – 06.12.2017

21. Hammerson director irrevocable undertaking – David Tyler – 06.12.2017

22. Irrevocable undertaking from Peel Holdings (IoM) Limited – 06.12.2017

23. Irrevocable undertaking from Cheeseden Investments Limited – 06.12.2017

24. Irrevocable undertaking from Crescent Holding GmbH – 05.12.2017

25. Letter of support from Coronation Asset Managers (Pty) Limited – 01.12.2017

Transaction Documents

26. Confidentiality agreement between Hammerson plc and Intu Properties plc – 13.11.2017

27. Confidentiality agreement between Hammerson plc and Peel Holdings (IoM) Limited – 01.12.2017

28. Confidentiality and joint defense agreement – 21.11.2017

29. Co-operation agreement between Hammerson plc and Intu Properties plc – 06.12.2017

30. Relationship agreement between Hammerson plc and Peel Holdings (IoM) Limited dated – 06.12.2017

Consent Letters

31. J.P. Morgan Cazenove consent letter – 05.12.2017

32. Deutsche Bank consent letter – 06.12.2017

33. Lazard consent letter – 05.12.2017

34. PricewaterhouseCoopers consent letter – 06.12.2017

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Disclaimer

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Basis of access

The information contained on this Microsite is designated for the publication of documents and information in connection with the possible Acquisition by Hammerson of Intu Properties plc ("Intu") to be effected by way of a court-sanctioned scheme of arrangement of Intu under Part 26 of the Companies Act 2006 (the "Acquisition"). The information within this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the possible transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.


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Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the Acquisition and the financial condition, results of operations and business of, Hammerson or Intu. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “believe,” “expect,” "intend", "estimate", “anticipate,” “project”, "will", "may", "should", and similar expressions, among others, generally identify forward-looking statements.

These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that necessary regulatory approvals will not be obtained or any of the other conditions to any offer will not be satisfied, adverse effects on the market price of Hammerson's or Intu's shares and on Hammerson’s or Intu's operating results because of a failure to complete any offer, negative effects relating to announcements of any offer or the completion of any offer on the market price of Hammerson shares or Intu shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.

These forward-looking statements are based on numerous assumptions and assessments made in light of Hammerson's or, as the case may be, Intu's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Hammerson’s plans with respect to Intu, Intu's or Hammerson's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Hammerson expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

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