Hammerson Regulatory News (HMSO)

Hammerson plc (the 'Company')

Dividend Declaration

Dividend No. 139

12 March 2021

The Board of Directors of the Company has proposed a final dividend of 0.2 pence per ordinary share ("Share") for the period ended 31 December 2020 (the "Final 2020 Dividend"). The Board also intends to offer Shareholders an Enhanced Scrip Dividend Alternative of 2 pence per share (the "Enhanced Scrip Dividend Alternative"). Both the Final 2020 Dividend and the Enhanced Scrip Dividend Alternative are subject to Shareholder approval at the Company's AGM to be held at 8.30 a.m. (British Summer Time) on Tuesday, 4 May 2021, the details of which will be announced in due course.

Both the Final 2020 Dividend and the Enhanced Scrip Dividend Alternative will be paid as a Property Income Distribution ("PID"), net of withholding tax where appropriate.

Shareholders who elect to participate in the Enhanced Scrip Dividend Alternative will, in respect of the Final 2020 Dividend, receive such number of new fully paid shares (the "New Shares") as is equal to 2 pence divided by the scrip reference share price, for each Share held on the dividend record date (6 April 2021). The scrip reference share price will be announced to the London Stock Exchange, Euronext Dublin and to the JSE on SENS on Tuesday, 23 March 2021.

Further details of the Enhanced Scrip Dividend Alternative, including how shareholders can elect to participate, will be circulated to shareholders on Friday, 29 March 2021. Shareholders should consider their own individual circumstances before making an election to receive the Enhanced Scrip Dividend Alternative, and are recommended to seek their own independent financial advice. However, given the significant difference in value between the cash Final 2020 Dividend and the Enhanced Scrip Dividend Alternative, the Board considers that for most Shareholders it will be in their interests to elect to receive the Enhanced Scrip Dividend Alternative, as each Director intends to do in respect of his or her own beneficial holdings.

The timetable for the payment of the Final 2020 Dividend and the Enhanced Scrip Dividend Alternative is set out at the end of this announcement.

The Board retains the discretion to withdraw or modify the terms of the Enhanced Scrip Dividend Alternative at any time, and to withdraw or modify the Final 2020 Dividend at any time up to the time at which the resolution approving the Final 2020 Dividend is put to shareholders at the AGM, because there are certain situations in which the Board may decide that it is no longer appropriate to pay the Final 2020 Dividend and to offer the Enhanced Scrip Dividend Alternative, or it may not be permissible for the Company to do so.

Background to and reasons for the Final 2020 Dividend and Enhanced Scrip Dividend Alternative

As a UK Real Estate Investment Trust ("REIT"), the Company is obliged to distribute 90% of its tax-exempt income to Shareholders in the form of a PID each year. If the Company did not satisfy its PID obligations by the deadline, it could lose its REIT status, which would cause the Group to be liable to pay UK corporation tax on UK property income and capital gains.

Additionally, as a French Société d'Investissement Immobilier Cotée ("SIIC"), the Company is obliged to distribute exempt property income and capital gains. Failure to satisfy the SIIC distribution requirement would lead to the Group losing its SIIC status and cause the Group to be liable to pay corporation tax in France on its French property income and capital gains (including the gain on the disposal of Italie Deux).

The Enhanced Scrip Dividend Alternative assists the Company in meeting its REIT PID and SIIC distribution obligations whilst retaining cash for future operating and capital expenses. In light of the ongoing COVID-19 pandemic and its effects on the retail sector, the Board considers that the Enhanced Scrip Dividend Alternative is the most prudent way for the Company to seek to meet its REIT PID and SIIC distribution obligations.

In order to encourage Shareholders to elect for the Enhanced Scrip Dividend Alternative and assist the Company in meeting its REIT PID and SIIC distribution obligations, Shareholders electing to receive the Enhanced Scrip Dividend Alternative will be entitled to receive New Shares with a significantly greater value than the cash Final 2020 Dividend. Both the cash Final 2020 Dividend and the value of Shares issued pursuant to the Enhanced Scrip Dividend Alternative will be designated as a PID and a SIIC distribution and will contribute to the satisfaction of the Company's REIT PID obligation and SIIC distribution requirement

Expected Timetable of Events

Notes:

1. The scrip share reference price is calculated by taking the average of the middle market quotations for Shares on the LSE (for shareholders on the UK register) or the JSE (for shareholders on the SA register) for the last five dealing days ending on the Currency Conversion Date less the gross value of the cash Dividend per Share.

2. For Shareholders on the UK Register, entitlements to fractions of New Shares will be paid based on the value of the Enhanced Scrip Dividend Alternative.

3. The cash fraction reference price for shareholders on the South Africa register is determined by taking the volume weighted traded price on the JSE on the date at which the Shares begin trading on the JSE ex the cash dividend or Enhanced Scrip Dividend Alternative, discounted by 10%.

4. The removal of shares to and from the UK principal register and the SA branch register will not be permitted between Saturday, 20 March 2021 to Tuesday, 6 April 2021, both dates inclusive.

5. Shareholders registered on the SA branch register should note that, in accordance with the requirements of Strate, no dematerialisation or rematerialisation of shares will be possible from Wednesday, 31 March 2021 to Tuesday, 6 April 2021, both dates inclusive.

6. The final dividend should be regarded as a 'foreign dividend' for SA income tax and dividends tax purposes.

7. Shareholders registered on the SA branch register will be paid in SA Rand.

8. SA dividends tax, at the rate of 20% will apply to cash PIDs and dividends payable by the Company unless the beneficial owner of the dividend is exempt from SA dividends tax (e.g. if it is a South African resident company). Under the double tax agreement between the UK and SA (the "DTA"), the maximum tax payable in the UK is 15%. South African resident shareholders are therefore entitled to claim the excess of 5% from Her Majesty's Revenue and Customs ("HMRC"). As SA shareholders are entitled to reclaim this excess from HMRC, the maximum rebate allowable in respect of the UK withholding tax against the SA dividends tax is 15%, which means that the Company will have to withhold a further 5% from the dividend in South Africa to bring the total dividends tax to 20%. In summary, therefore, 20% will be withheld in the UK, a further 5% will be withheld in SA (where appropriate), but South African resident shareholders will be entitled to claim back 5% from HMRC, which will bring the overall total to 20%.

9. As the Company is offering the Enhanced Scrip Dividend Alternative for the Final 2020 Dividend, it intends to suspend the Dividend Reinvestment Plan ("DRIP"). Participation in the DRIP does not confer automatic participation in the Enhanced Scrip Dividend Alternative and so participants in the DRIP who wish to receive the Enhanced Scrip Dividend Alternative will need to elect to participate in the Enhanced Scrip Dividend Alternative.

10. Please note that all previously completed forms of election or other forms of instruction in respect of earlier scrip dividend schemes (including the December 2020 interim dividend) have been cancelled. Any Shareholder wishing to participate in the Enhanced Scrip Dividend Alternative must therefore complete a new Form of Election or elect to participate in the Enhanced Scrip Dividend Alternative.

11. As at Friday, 12 March 2021, being the declaration date of the Final 2020 Dividend, the Company had a total of 4,057,298,174 ordinary shares in issue. There are no shares held in treasury.

12. The cash element of the Final 2020 Dividend will be paid out of the Company's UK distributable reserves. It is intended that the nominal value of the new shares issued to shareholders who validly elect to participate in the Enhanced Scrip Dividend Alternative will be paid up using reserves from the Company's share premium account.

13. The dates above are subject to change. Any changes made will be communicated as soon as practicably possible.

For further information contact:

Julia Crane

Deputy Company Secretary

Tel: +44 (0)20 7887 1000

The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.