Thriving cities.

Landmark destinations.

Driving growth.

Annual Report 2024

Contents Highlights

Strategic Report

1 Welcome from our Chief Executive

2 Hammerson at a Glance

4 Investment Proposition

10 Chair of the Board’s Statement

12 Chief Executive’s Statement

22 Market Overview

26 Our Business Model

28 Our Stakeholders

32 KPIs

34 Financial Review

47 Our Colleagues

49 Environmental, Social and

Governance (‘ESG’)

55 Task Force on Climate-related

Financial Disclosure (‘TCFD’)

66 Risks and Uncertainties

74 Viability Statement

76 Non-financial and Sustainability

Information Statement

Corporate Governance

78 Governance at a Glance

80 Board of Directors

82 Corporate Governance Report

92 Nomination and Governance

Committee Report

97 Audit Committee Report

104 Directors’ Remuneration Report

124 Directors’ Report

126 Statement of Directors’

Responsibilities

Financial Statements

127 Independent Auditor’s Report

to the Members of Hammerson plc

138 Consolidated Financial Statements

143 Notes to the Consolidated Financial

Statements

188 Company Financial Statements

190 Notes to the Company Financial

Statements

Other Information

196 Additional Information

208 Five Year Record

209 Shareholder Information

211 Glossary

Transformational

disposal of Value Retail

Generating €705m (£595m) of cash

proceeds, materially transforming the

balance sheet with net debt/EBITDA at 5.8x

and LTV at 30%, and expanding capacity

to invest for growth. £135m of proceeds

already rapidly recycled to gain 100%

control of Westquay.

Realigned to a core

portfolio

Today, Hammerson is a simplified and

unique investment proposition: ten

landmark city destinations and 80 acres of

strategic land in some of Europe’s fastest

growing cities. We are well positioned to

deliver sustainable growth, with ample

opportunities to enhance performance.

Investment and capital

recycling driving growth

and value creation

Curating the most attractive product and

mix to drive lower vacancy, higher quality

footfall, greater sales density, and ultimately

creating tangible rental tension.

Strong leasing

momentum continuing

262 leases signed on 1m ft

of space

generating annual headline rent of £41m

at 100%, another record performance,

with principal lettings 56% above previous

passing rent and 13% ahead of ERV.

Overhauled operating

model driving

performance

Embedded a specialist, data-driven and

efficient platform that is scalable and

delivering operational gearing as we grow

rental income and AUM. Costs down 16%

year-on-year and 36% since FY20.

Welcome from our Chief Executive

Repositioned to

accelerate growth

We enter 2025 as a repositioned

business. In landing the strategic

disposal of Value Retail and completing

our non-core disposals, we are now

focused on a high-quality core portfolio,

with all destinations in the top 20 retail

venues in their territories. We have

transformed our balance sheet,

enabling investment for growth.

We have strategically realigned the

business to benefit from positive

market dynamics. These include cities

as the engines of economic growth,

the flight to quality by brand partners,

and a renewed focus on the physical

experience for customers and

brand partners.

We are leveraging our unique data-

driven platform to exploit these trends

to curate the right product and mix.

This is driving tangible benefits –

higher occupancy, leasing, footfall

and sales – with more to come.

I’m excited about the opportunity

ahead for Hammerson. We are poised

to deliver significant revenue and

underlying earnings growth, with the

full impact of our investments and

acquisitions yet to be realised.

Rita-Rose Gagné

Chief Executive

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

6 7

United Kingdom

1 32

4 5

Ireland

8 9 10

France

We believe

in the future

of cities

We own, manage and invest

in landmark city destinations

integrating retail, leisure

and community hubs to

meet evolving customer

and occupier needs while

delivering sustainable

long-term growth for

our stakeholders.

Our 10 city locations rank in the

top 20 of all retail and leisure

venues in their geographies.

Our catchment reach of

40 million people attracts

170 million visitors per annum,

generating £3 billion of sales

for our occupiers.

Flagship destinations

People within our catchment

40m

2 Hammerson plc Annual Report 2024

Strategic Report | Hammerson at a glance

United Kingdom

4,C

1,A,B

Ireland

9,H

France

8,G

Shopper visits per year

170m

Sq ft of lettable area

10m

Acres of strategic land

Legend

Flagship destination

Strategic land

Both

Catchment area

Strategic land

A Grand Central, Birmingham

B Martineau Galleries, Birmingham

C Bristol Broadmead, Bristol

D Eastgate, Leeds

E The Goodsyard, London

Strategic land

F Dublin Central, Dublin

G Dundrum Phase II, Dublin

H Pavilions Land, Swords

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Hammerson plc Annual Report 2024

Delivering

our competitive

advantage

We have a well-defined

mix of existing and new

opportunities to drive

growth and returns.

We continue to invest to reposition our

assets alongside enhanced placemaking,

commercialisation and digital marketing,

to meet the evolving demands of customers

and occupiers thereby delivering sustainable

long-term and growing income streams for

our stakeholders.

Following the disposal of our interest in

Value Retail, we have significant capacity

to supplement organic growth with

acquisitions at more attractive yields.

Our expertise puts us in a unique position

to better underwrite the risk/return profile

of these opportunities.

This backdrop informs our medium-term

financial framework.

After four years of intensive turnaround,

we have entered a new phase with the

capacity and capability to invest to

accelerate growth.

We have realigned our portfolio to ten

landmark city destinations which are highly

attractive to customers and best-in-class

brand partners.

Our specialist platform has unique expertise

in operating city destinations. We have built

increased capability to leverage our data

and insights, which gives us a differentiated

position to curate the right mix and product

offering in our destinations.

Organic opportunities

in existing portfolio

Our investment proposition Exploring new

opportunities

– Grow occupancy and reduce

vacancy

– Curate and improve brand mix

to create leasing tension and

diversify and grow rental income

– Reposition obsolete space to

sustainable and relevant product

– Leverage lean, scalable and

data-driven platform to drive

operating leverage, and create

new income streams

Focus on landmark city

destinations

Acting responsibly

Investing for growth and

value creation

Our operating model is a

proactive driver of our success

Realising untapped potential

of strategic land

Medium term financial

framework:

– GRI CAGR: 4–6%

– EPS CAGR: 6–8%

– DPS CAGR: 6–8%

– Annualised TAR: c.10%

– Consolidate joint ventures

– Targeted approach to additional

accretive acquisition

opportunities

– Deploy light pre-development

capital into standalone strategic

land to create optionality

4 Hammerson plc Annual Report 2024

Strategic Report | Investment proposition

Read more about our Strategy

on page 12

Investing for

growth and

value creation

Multiple growth levers within our grasp

Our investment is focused on driving

organic growth in our existing portfolio,

exploring opportunities for inorganic

growth, and laying the foundations and

creating option value on our strategic land.

Our investments to date have attracted

leading global and local brand partners,

brought a mix of new retail, food and

beverage and experiential propositions,

driving lower vacancy, higher quality footfall,

greater sales density, and ultimately

creating tangible rental tension.

Following the acquisition of Westquay,

we continue to see opportunities for JV

consolidation, with a number of discussions

ongoing. We continually scan the broader

horizon for outstanding opportunities.

Birmingham Royal Ballet at Bullring, Birmingham, UK

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Hammerson plc Annual Report 2024

Read more about Our

Colleagues on page 47

Our operating

model is a

proactive driver

of our success

A lean, scalable platform delivering

operating leverage

Our platform is ‘Future-fit’ – collaborative,

data and insights-driven and market-facing.

We seek to continually anticipate and

respond to global and local customer and

brand partner demands to curate the right

product and mix, driving rental growth.

We are committed to a high performance,

high engagement culture with an emphasis

on strategic value creation focused on

asset management and delivery, placemaking

and the repositioning of our assets.

We will drive operating leverage as we

grow AUM, income and earnings.

Hammerson colleagues at Marble Arch House, London

8 Hammerson plc Annual Report 2024

Strategic Report | Investment proposition continued

Read more about our Strategy

on page 12

Realising untapped

potential of

strategic land

Creating optionality and future value

We have a substantial future opportunity for

redevelopment and development across both

the portfolio and our 80 acres of strategic land.

For now, we remain focused on the repositioning

of our core assets, and the priority opportunities

at these assets, which introduce new uses and

densify the estate.

For our medium and longer-term scale projects,

we continue to create value through advancing

capital light development milestones, such as

planning consents and land assembly, whilst

retaining optionality for further capital sourcing

and/or investment to exceed our return targets.

‘Topping out’ at residential development of The Ironworks, Dublin, Ireland

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

A decisive

year

Completion of our disposal programme and

the divestment of Hammerson’s interest in

Value Retail has transformed the Group’s

capital structure, enabling the management

team to go on the front foot to accelerate

growth and value creation.

Business environment

Though gradually easing through the

year, inflation has remained more stubborn

than predicted. Consumers and occupiers

continue to face headwinds, which have

increased following the UK Budget in

October. However, job markets remained

tight, supporting continued wage growth

and spending power, arguably prolonging

the interest rate cycle.

Notwithstanding the economic backdrop,

valuations have stabilised across all real

estate asset classes. Prime retail-anchored

assets, already insulated by much higher

spreads, have started to see modest

valuation increases driven by strong

occupational fundamentals, an improving

financing environment and a progressively

opening investment market. There

continues to be a clear bifurcation between

the best destinations, characterised by

strong footfall and sales densities, and the

rest of the retail market. The robust demand

for space in these destinations is reflected

in our strong leasing.

By continuing to successfully deliver

against strategy – investing for growth in

our assets, maintaining a lean, scaleable

platform, and a strong balance sheet

with disciplined capital allocation – the

Hammerson management team has put

the foundations in place for the Company

to deliver accelerated growth and value

creation in the years to come.

Disposal of Value Retail

The disposal of Hammerson’s interest in

Value Retail completed on 18 September

2024 is a transformative event. Generating

€705m (£595m) of proceeds at an

attractive exit EBITDA multiple of 24x, it

allows the Company to exit an overweight,

non-controlling and yield dilutive interest

to focus on accelerating value creation

from our core managed portfolio, while

enhancing returns to shareholders.

The disposal of Value Retail also afforded

the opportunity to simplify Hammerson’s

capital structure through a 1 for 10 share

consolidation, and to increase distributable

reserves by reducing the Company’s

share premium account. Both were

approved by shareholders at the General

Meeting (‘GM’) on 12 September 2024 with

the share consolidation taking effect on

30 September 2024.

Balancing investing for growth against

rewarding shareholders, the Company

launched a share buyback of up to £140m,

representing c.10% of pre-announcement

market capitalisation, with £28m completed

as at 21 February 2025.

Since FY20, this management team has

achieved a remarkable transformation in

Hammerson’s operating platform and ways

of working. There has been a significant

reduction in headcount whilst the team has

added new talent and digital capabilities to

be fit for the future. At the same time, the

cost base is down over a third.

Progress on recycling capital into more

accretive opportunities is already well under

way with repurposing in train at several key

assets and the recycling of capital into the

acquisition of our JV partner’s 50% share

of Westquay that completed on 7 November

2024. The Board and I are excited to

support further growth activity.

“

Hammerson has the right

strategy, the right team

and now the capacity to

accelerate investment for

growth and value creation.

I am confident this

management team

will deliver significant

shareholder value in

the years to come.”

Robert Noel

Chair of the Board

10 Hammerson plc Annual Report 2024

Strategic Report | Chair of the Board’s Statement

Board changes, AGM and evaluation

There has been no change to the Board in

2024, which comprises six Non-executive

and two Executive Directors, with an

average tenure of 4.5 years; and no further

changes are currently planned.

At the Company’s AGM on 25 April 2024,

all resolutions were passed with the requisite

majority. Resolution 14 (authority to allot

shares) received just under 80% (79.4%)

of votes in favour and was duly passed at

the AGM. The level of allotment authority

therefore continues to be supported by a

clear majority of the Company’s shareholders

voting at the AGM, and it is worth noting

that Resolution 2 (authority to allot shares)

at the GM on 12 September 2024 passed

with 83.0% of votes in favour.

This is a customary authority sought by UK

listed companies in line with the Investment

Association’s share capital management

guidelines. Following shareholder

consultation in previous years, the level of

authority sought (and approved currently

by shareholders) is less than that typically

sought by UK listed companies. The

Company is aware that certain overseas

institutional investors have a policy of not

supporting this authority. The Board

considers the flexibility afforded by this

authority to be in the best interests of the

Company and shareholders. In accordance

with provision 4 of the UK Corporate

Governance Code the Company will

continue to engage with relevant shareholders

on this matter. Further details can be found

on the Company’s website and on page 86

in the Corporate Governance Report.

Board evaluation

In 2022, an externally facilitated evaluation

was carried out by Board Alchemy.

Accordingly, in 2024, as in 2023, a

performance review was undertaken

internally in line with the UK Corporate

Governance Code. The scope of the review

was broad and focused on a range of

different areas relevant to Board and

Committee effectiveness and corporate

governance, having regard to the FRC’s

guidance on board effectiveness. Overall,

I am pleased to report that the findings

were positive.

The Board values its diversity. I’m pleased

to report that 37.5% of the Board are

female and 37.5% of the Board identify as

non-white. Further details are contained in

the Corporate Governance and Nomination

and Governance Committee Reports on

pages 79 and 94.

ESG and our people

The Board is fully committed to the

Group’s continuing recognition as an

ESG leader in our sector and ensuring

the highest standards of operational

performance and corporate governance.

Hammerson is committed to being a

sustainable business and to reaching

Net Zero carbon emissions by 2030.

To achieve our aims we need to maintain

the support of our occupiers, customers,

partners, the communities affected by our

operations, our colleagues, and our equity

and debt investors. Collectively, our

stakeholders have numerous and changing

demands on the way the business conducts

itself. We endeavour to maintain the right

balance as these demands continue to

evolve, and to treat everyone in line with

our values.

In 2024, we continued to deliver against

our ESG strategy whilst also preparing the

Group for our requirements under CSRD.

Our focus on Climate and Nature has

resulted in us refreshing our TCFD and

TNFD risk and opportunities assessment

to inform our approach. This combined risk

management methodology is also a key

part of our CSRD double materiality

assessment which we have been

undertaking in 2024 to inform our 2025

disclosure. Our Social Value agenda also

continues to grow, with our annual Giving

Back Day being delivered across all

destinations and the wider group for the

first time.

Further details of our performance, strategy

and materiality assessment are set out on

pages 49 to 65, with more detail available in

our separate ESG Report 2024, which is

available on our website.

Today, the business has a high

performance, high engagement culture

focused on strategic value creation. As

ever, the Board and I congratulate all

colleagues for another year of excellent

execution, and I once again thank them for

their commitment, professionalism and

individual contribution.

Dividend

In the announcement of Hammerson’s

disposal of its interest in Value Retail on

22 July, the Board also announced its

intention, following completion, to increase

the payout policy for ordinary dividends from

60–70% of Adjusted earnings to c.80–85%.

The Board recommends a final cash

dividend of 8.07p per share in respect of

2024 to be paid as an ordinary dividend

subject to shareholder approval. Following

the interim dividend of 7.56p per share, this

would represent a full year cash dividend of

15.63 per share and an increase of 4%

year-on-year.

Looking ahead

Hammerson has the right strategy, the right

team and now the capacity to accelerate

investment for growth and value creation.

I am confident this management team will

deliver significant shareholder value in the

years to come.

Robert Noel

Chair of the Board

Board visit to The Oracle, Reading, UK

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Hammerson plc Annual Report 2024

Investing for

growth

After four years of turnaround and

transformation, we are investing to drive

high-quality rental, earnings and dividend

growth by integrating retail, leisure and

community hubs to meet evolving customer

and occupier needs.

Strategic overview

2024 was a transformative and successful

year for Hammerson. We enter 2025 as a

repositioned business. In the last four years

we have strategically reshaped the portfolio

to landmark city destinations. In the

process, we generated £1.5bn of cash

disposal proceeds, including the

transformational disposal of Value Retail

which closed in September, materially

strengthening the capital structure and

providing capital to reinvest for growth.

We started recycling swiftly, completing the

acquisition of our JV partner’s 50% stake in

Westquay at higher yields, and continuing

to simplify the portfolio.

Since I arrived in November 2020, the

priority has been to realign the portfolio,

the platform and the balance sheet to take

advantage of a number of evolving market

dynamics and emerging lifestyle changes.

First, cities are the engines of economic

growth. Our reshaped portfolio now

comprises only the best assets in some

of Europe’s fastest-growing, youngest and

most affluent cities. Second, the flight to

quality where brands want fewer, better

and more productive stores in only these

locations, enabling us to attract the very

best global and local brand partners across

retail and experiential propositions for our

customers. Third, the physical experience

has become more relevant for consumers

and our brand partners, with at least 80%

of all retail transactions touching a store.

Today, Hammerson is the leading specialist

owner and manager of ten landmark city

destinations and 80 acres of strategic land

in the UK, France and Ireland. Our flagship

destinations all rank in the top 20 of all

2024 Key metrics

Flagship occupancy improved to

>95%

Another record year of leasing value

£41m, +2% LFL

Growing rents

LFL GRI +2%

LFL ERVs +

Adjusted earnings impacted by disposals

£99m

(FY23: £116m)

IFRS loss driven by sale of Value Retail

(£526m)

(FY23: £51m loss)

Strengthened balance sheet

Net debt: EBITDA 5.8x

(FY23: 8.0x)

retail venues in their respective geographies

and in the top 1% where retail spend is

concentrated. They attract 170m visitors a

year and are located in affluent and growing

catchments. Our five locations in the UK

reach over 30% of the population. Our

assets in Paris and Marseille cover 20%

of France, whilst we reach 80% of Ireland’s

population from our three destinations

in Dublin.

These destinations are vital to the social

and economic fabric of their communities.

They are treated as social infrastructure,

and this sets them far apart from the

obsolete shopping malls that do not

possess the scale or inherent brand value

of our landmark destinations. Our brand

partners continue to redefine the role of

their physical space. Their stores remain

dominant in unified commerce for point of

sale and are increasingly used as fulfilment

hubs, experience and service centres, and

marketing platforms.

As specialists, and with our reach, we

have a unique expertise in operating city

destinations. We have built increased

capability to leverage our data and insights,

investing in AI technology, which gives us

a differentiated position to curate the right

mix and product offering in our destinations.

We anticipate evolving customer and

occupier needs beyond traditional retail to

multi-use 24/7 buzzing lifestyle city hubs,

integrating shopping, leisure and dining,

events, wellness, culture, services, office

and residential.

This is all driving tangible benefits with

higher occupancy, leasing, footfall and sales

above national benchmarks. Rents are

12 Hammerson plc Annual Report 2024

Strategic Report | Chief Executive’s Statement

affordable with OCRs in the mid teens.

We are growing our catchment and market

share, and ultimately growing rental income

and value. Our flagship portfolio is now

reversionary; values are starting to follow

with ERVs growing across the portfolio, with

some yield compression in the UK at the

end of the year.

The major building blocks of the turnaround

are complete. The Company is simplified,

the portfolio rebased. Our priority is to

deliver our ongoing asset repositioning,

sustainable and stable organic growth,

and pursue inorganic opportunities to scale

the business.

These strong foundations mean that our

portfolio is well positioned to drive rental

growth, earnings and AUM.

I am confident that we will deliver growth

in rental income and underlying earnings in

2025, with further growth to come in 2026

and beyond as we see the benefits of

our ongoing disciplined investments fully

flow through.

2024 highlights

We have grown occupancy, from its

Covid-19 low at HY21 of 91% to over 95%

today, with several assets close to full.

This is a level where rental tension is

tangible with only a few available leasable

units in most assets.

We signed 262 leases on 1m ft

of space,

generating annual headline rent of £41m

(at 100%), another record performance up

2% like-for-like. These deals were signed at

56% above previous passing rent and 13%

ahead of ERV on a net effective basis at

our share.

These long-term deals represent secure

and visible cash flows of £255m of rent

contracted to first break at 100%. They

provide an additional £8m of passing rent to

our flagship rent roll in this past year, up 2%

like-for-like to £174m as we turned around

10% of the portfolio.

Since FY20, we have secured 956 principal

leases totalling £156m of annual rent at an

average of 32% ahead of previous passing

rent and 4% above ERV. That translates to

c.50% of space on new terms and £1.1bn of

rent contracted to first break. We are still

working some old leases and structures out

of the portfolio, some of which are over-

rented. However, I am pleased to say that

due to our proactive work, all territories are

now reversionary. We therefore see further

upside as we continue to turn the portfolio.

Demand remains unabated with £8.6m at

100% already exchanged in 2025, 10%

above previous passing and 11% ahead of

ERV. We have good visibility and a robust

pipeline for the remainder of 2025.

Our destinations enjoyed another year of

footfall growth above national averages.

“

As specialists, and with

our reach, we have unique

expertise in operating city

destinations. We have built

increased capability to

leverage our data and

insights, which gives us

a differentiated position

to curate the right mix

and product offering in

our destinations.”

Rita-Rose Gagné

Chief Executive

Value Retail to Westquay:

reinvestment to deliver high

single-digit yield

We disposed of our interest in Value Retail for

cash proceeds of €705m (£595m), representing

an attractive exit multiple of 24x EV/EBITDA

and a 3.4% exit cash yield with the proceeds

earmarked for acquisitions, share buybacks

and debt reduction. Of the £350m of proceeds

allocated for acquisitions, we were able to

rapidly deploy £135m to gain 100% control

of Westquay at a high single-digit yield.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Some of the best year-on-year

performances are coming from assets

where we have largely completed our

repositioning such as Bullring (+3%) and

Westquay (+4%) in the UK, and Les 3

Fontaines (+6%) in France. Cabot Circus

(-7%) and The Oracle (-6%) have shown

resilience considering 30–40% of the

space in each asset was being repurposed

over 2024.

Looking at the 2024 performance through

the year, I was particularly pleased with the

surge in footfall quarter-on-quarter of 15%

in Q4, significantly ahead of the typical

seasonal pick-up and our own expectations.

Black Friday, Christmas Eve and New Year’s

Eve all saw year-on-year footfall increases

of 10–12% for our flagship destinations.

Sales performance was also strong with

over £3bn of spend in our destinations in

2024. Sales were up 5% in the UK,

excluding assets in repositioning, and 3%

in France. Anchor brand partners report

that their new concepts and stores in our

destinations have consistently traded in the

top five performers across their UK and

European portfolios. In a similar pattern to

footfall, some of the best performances

100% control of Westquay at a high

single-digit yield. Several discussions

on other assets are underway.

Over the last four years, we have overhauled

our platform. In 2024, we completed the

outsourcing of our day-to-day property

management of our assets to proven

partners of scale in all territories. This

allows our specialist teams to focus on

strategic value-add initiatives with new and

improved digital and AI-enhanced tools.

This is driving better data-led decision

making and improving productivity whilst

facilitating greater collaboration across

functions, and externally with brand

partners, agents, customers and suppliers.

Our relentless focus on productivity and

costs delivered a 16% year-on-year

reduction in gross administration costs,

once again exceeding guidance of 10%,

bringing a total reduction of 36% (£24m)

since FY20.

Net headcount is down 76% since FY20

to 125, which has enabled us to invest in

new skills and capabilities in customer

insights, placemaking, digital marketing

and engagement.

Bullring: Sephora opened its

first regional store in the UK

featuring their largest facade

in Europe

The opening of Sephora in November is proof

positive of the power of our physical and media

assets. Ahead of the opening, we had customers

camping out overnight. The store saw over

140,000 passers-by in the first two days, and

eight thousand visitors per day in the first week.

Footfall was up 29% week-on-week.

reflected new openings and offerings in

2023 and 2024. Bullring in particular had a

standout year with sales up 11%, making it

the strongest performer in its peer group

according to Lloyds Bank data.

On the back of our recent repositioning

successes at Bullring and Dundrum,

investment in 2024 was focused on Cabot

Circus and The Oracle. At Cabot Circus, we

signed £5m of long-term deals, representing

£43m of rent contracted to first break,

occupancy improved from 93% to 97%,

including M&S which has been already

handed over in the second half of the year.

We anticipate a similar pattern at The

Oracle in 2025.

We completed our non-core disposal

programme in the first half with the sale

of Union Square, Aberdeen. In the second

half, we exited our interest in Value Retail

for cash proceeds of €705m (£595m),

representing a 24% discount to GAV but an

attractive exit multiple of 24x EV/EBITDA

and a 3.4% exit cash yield. Proceeds are

earmarked for acquisitions, share buybacks

and debt reduction. Of the £350m of

proceeds allocated for acquisitions, we

were able to rapidly deploy £135m to gain

14 Hammerson plc Annual Report 2024

Strategic Report | Chief Executive’s Statement continued

After four years of heavy lifting, today we

have a differentiated proposition: a specialist,

data-driven and efficient platform that is

scalable and delivering operational gearing

as we grow rental income and AUM. We are

doing this by delivering a differentiated and

distinctive product to our stakeholders.

As we raise the bar on our execution with

our enhanced platform, 2025 is about

delivering growth at pace.

Financial review

Adjusted earnings were £99m (FY23:

£116m), or 19.9p per share (FY23: 23.4p),

reflecting the impact of disposals, including

the Group’s interest in Value Retail. Overall,

the Group recorded an IFRS loss of £526m

(FY23: £51m loss) largely reflecting the

£497m impairment relating to the disposal

of Value Retail and its in year revaluation

loss, and the net revaluation losses across

the retained portfolio.

Like-for-like gross rental income was up

1.6% year-on-year, and like-for-like net

rental income was -0.5% reflecting ongoing

extensive repositioning at Cabot Circus and

The Oracle in the UK. Excluding these

assets, like-for-like GRI was up 3%, with

some assets exhibiting growth of up to 7%,

whilst like-for-like NRI was +0.2%. NRI

growth ranged from 2–9% for assets

further ahead on their reinvestment journey.

At 31 December 2024, net debt was down

40% to £799m (FY23: £1,326m) and is

down 64% since FY20. During 2024, we

improved our credit ratings from Moody’s

and Fitch. Net debt:EBITDA improved to

5.8x from 8.0x at FY23, and LTV from 34%

to 30%. Hammerson now has one of the

strongest balance sheets in the sector. We

remain committed to maintaining a resilient

and sustainable capital structure with an

investment grade credit rating.

Flagship values in the UK were up 4.2%

like-for-like driven by higher contracted

rental income and related ERV growth.

There was modest yield compression

overall including a 10bps improvement at

Westquay following acquisition. French

flagship values were also up 1.5% and,

as with the UK, this reflected the positive

progress on leasing and related ERVs,

with yields broadly stable.

Ireland flagship values were down 13% due

to 90bps of yield expansion, reflecting

valuer’s interpretation of a distressed debt

sale in the market. We own the top asset in

Ireland and were pleased to see stabilisation

in Q4. Moreover, in all geographies, current

valuations now reflect recent transactions.

Operational and

strategic review

Our strategy recognises the unique position

that we have to leverage our experience

and capabilities. Our purpose is to create

and manage vibrant 24/7, multi-use, urban

‘living spaces’ that realise value for all our

stakeholders, connects our communities

and delivers a positive impact for

generations to come.

Our aim is simple – to deliver sustainable

and relevant growth in assets under

management, income and earnings, thereby

enhancing returns to shareholders. We are

investing for organic growth and value

creation in our core assets, creating

option value from our strategic land, and

supplementing this with acquisitions. Our

asset and customer focus is underpinned

by our scalable, agile and data-driven

platform, Hammerson’s strong capital

structure and by our commitment to ESG.

We have a clear medium term financial

framework to deliver CAGRs: 4–6% gross

rental income growth; 6–8% earnings

per share growth; c.10% TAR (assuming

stable yields).

Investing for growth and value creation

Our investment strategy is focused on driving

organic growth in our existing portfolio, laying

the foundations and creating option value

from our strategic land, and exploring

further opportunities for inorganic growth.

Organic growth

To drive organic growth in our existing flagship

portfolio, we continue to invest in our assets

to improve the mix of brands and uses to both

acknowledge global market trends and cater

to the specific needs of the communities and

catchments in which we operate. We achieve

this either through targeted leasing with

trusted partners and/or through asset

enhancement and repositioning.

We are uniquely placed to repurpose

obsolete department store space into

leisure and modern retail, responding to

brand demand for more productive flagship

space. Where we invest, we seek out brand

partners with the same level of commitment,

and we estimate our occupiers have

invested at least £325m into their space

over the last three years. This is a very

strong endorsement of our destinations.

Our investments to date have attracted

leading global and local brand partners,

brought a mix of new retail, food and

beverage and experiential propositions,

driving lower vacancy, higher quality footfall,

greater sales density, and ultimately creating

tangible rental tension and increasing the

value of our space. All of the above is

reflected in our consistently strong leasing

performance, with more than £1.1bn of rent at

100% contracted to first break since FY20.

“

2024 saw Bullring enter

a new leasing phase

with 34 principal deals

representing £50m of

contracted rent signed

to first break. Key new

lettings included Sephora,

Space NK and a

partnership between

Adidas and Aston Villa

Football Club.”

Rita-Rose Gagné

Chief Executive

We supplement the richness of the retail

and leisure offering with placemaking and

commercialisation. This enlivens space,

enhances the experience and environment for

customers and brand partners, and contributes

meaningfully in its own right in terms of

incremental footfall, income, and engagement.

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Hammerson plc Annual Report 2024

Bullring and Dundrum: reaping the

benefits of our repositioning

We continue to build on our success

at Dundrum and Bullring.

At Dundrum, we invested €31m at 100%

from 2019 to 2023 to re-anchor the

destination around Brown Thomas and

Penneys, also attracting key domestic and

international brands including Dunnes

Stores and Nike, the latter a first to Ireland

concept. This initial investment generated

€70m of rent contracted to first break and

an IRR of over 20%.

Our success resulted in more demand,

attracting new brands and concepts at

Dundrum in 2024. In total, we contracted

over €45m of rent to first break in 2024. As

we move into 2025, we will see the openings

of Reiss, and upsized offers from JD Sports

and Pull & Bear. Further diversifying the offer,

Lane 7 bowling opened in January 2025,

having already partnered with us at Bullring.

There is a promising pipeline for 2025,

including the completion of our 122-unit

Ironworks residential project, a first for a

retail-anchored destination in Ireland. We

signed and handed over 15 residential social

housing units with the local authority in

November 2024.

At Bullring, we invested £26m at 100% from

2021 to 2023, predominantly to replace the

former Debenhams unit with a broader mix

of flagship retail and leisure with M&S, Zara

and TOCA Social, but also replacing the

former Arcadia units with Bershka and Pull

& Bear. We generated £39m of contracted

rent to first break and an IRR of over 40%,

well ahead of our conservative underwrite.

2024 saw Bullring enter a new leasing

phase with 34 principal deals representing

£50m of contracted rent signed to first

break. Following a longstanding strategic

relationship in France, Sephora opened its

first regional store in the UK featuring their

largest facade in Europe, with discussions

ongoing at other destinations. Other key

new lettings included Space NK and a

partnership between Adidas and Aston

Villa Football Club.

The opening of Sephora in November in

particular is proof positive of the power of

our physical and media assets. We delivered

a ‘total domination’ paid-for marketing

package, with the Sephora brand taking

over Bullring for a duration of six weeks.

Ahead of the opening, we had customers

camping out overnight. The store saw over

140,000 passers-by in the first two days,

and eight thousand visitors per day in the first

week. Footfall was up 29% week-on-week.

Looking ahead to 2025, there’s a lot going

on at Bullring, with competitive tension for

the remaining space, enhancement of the

public realm, entrances, digital screens and

wayfinding. In the medium term, there is a

compelling residential redevelopment

opportunity of over 700 apartments at the

underutilised Edgbaston Street car park.

Cabot Circus and The Oracle:

repositioning in progress

The success of our investments at Dundrum

and Bullring underpins our confidence in

our current repositionings at Cabot Circus

and The Oracle.

2024 was a significant year of reinvestment

at Cabot Circus with £8m at 100% deployed,

bringing best-in-class partners to expand

and embed Cabot Circus as the top tier

retail, F&B, leisure and lifestyle destination

in the city centre of Bristol and the wider

affluent South West catchment.

Central to this project was re-anchoring

at the heart of the scheme of our retail

and leisure offering. We secured vacant

possession from House of Fraser and

Showcase Cinemas. A new 127,000 ft

M&S and a refreshed 53,000 ft

offer from

Odeon will open in 2025. These anchor

investments underscored the enduring

strength of our asset and the wider

catchment, and we were able to attract

existing and new retail and leisure brand

partners into Cabot Circus.

Stradivarius opened to complete a full suite

of Inditex brands, and we renewed 35,000

of scarce space with Next, comfortably

ahead of previous passing rent and ERV,

and removing an onerous variable rent

structure. 2025 will see the opening of King

Pins bowling, while Treetop Golf and Six by

Nico in the Quakers Friars area have

already opened.

In the medium term, the repositioning of

the Quakers Friars area also affords the

opportunity to increase the mix of uses,

including cultural and healthcare, at attractive

returns. We are in planning for this area,

which could see the transformation begin

in the second half of 2025.

The Oracle is currently in an earlier stage

of its repositioning journey. We have

commenced a works programme to

repurpose the ‘obsolete’ House of Fraser

store, enhance the unique riverside

experience and F&B offering, and improve

circulation with new entrances and

wayfinding. In total, around 40% of the

asset or 320,000 ft

is in scope, making

this our most significant transformation

project to date.

Two-thirds of the former House of Fraser

space is already let to Hollywood Bowl and

TK Maxx. The former is bringing their latest

and most high-end offer and boosting

leisure exposure on the Riverside and will

boost the late night economy. TK Maxx is

closing its nearby location, further

concentrating the prime retail pitch into

The Oracle, driving long-term demand and

“

2024 was a significant

year of reinvestment at

Cabot Circus, bringing

best-in-class partners to

expand and embed Cabot

Circus as the top tier retail,

F&B, leisure and lifestyle

destination in the city

centre of Bristol and the

wider affluent South

West catchment.”

Rita-Rose Gagné

Chief Executive

Dizzee Rascal album launches at Bullring

and Cabot Circus drove 20% increases in

footfall and car parking income versus the same

day year-on-year.

16 Hammerson plc Annual Report 2024

Strategic Report | Chief Executive’s Statement continued

rental levels. We handed over both units in

February 2025 and look forward to their

openings later this year. We are in advanced

discussions for the remaining one third.

Alongside, we signed a five year renewal in

January 2025 with the existing Riverside

cinema operator in line with previous

passing rent and well ahead of ERV.

For the medium term, we await final

planning for a c.220 unit residential scheme

in the former Debenhams unit, which would

bring a new use and customer and densify

the estate. There remains further residential

opportunities, including the Riverside

cinema block in time.

High occupancy and impressive leasing

across remaining flagships

2024 saw a number of key leases and

openings at Brent Cross and Westquay.

At Brent Cross, Social Sports brought padel

tennis to the underutilised Southern Lands

outside the asset, and we signed key

renewals with Vodafone and Halifax. We

agreed a significant upsize for JD Sports

opening in 2025. We will also see the

opening of our new multi-operator ‘District’

food market hall, importing a successful

concept from our French destinations.

At Westquay, important signings and

openings in 2024 included Garmin’s first

UK store, Charles Tyrwhitt, Flying Tiger

and Hobbs. All opened in November,

helping drive footfall to 112,000 visitors on

the Saturday of Black Friday weekend,

Westquay’s busiest single day since 2017.

We are proud to have 100% ownership as

long-term stewards of this dominant

destination on the South Coast.

In France, it was another big year of leasing

at Les Terrasses du Port. At the end of

2023 we faced a ten year leasing wall, which

today is 95% complete. We exceeded our

own expectations, securing £41m of

contracted rent to first break, 3% ahead of

previous passing rent and 5% ahead of ERV.

In 2024, we signed a further 34 long-term

deals, representing £50m of contracted

rent to first break. Inditex as a key brand

partner was a key part of this story, upsizing

its Pull & Bear offering, which opened in the

second half, with Stradivarius opening in

2025. Other brand renewals and lettings

included Sephora, The North Face,

Skechers, and Eclipso, a new virtual

reality-oriented leisure hub.

Cabot Circus: Transformative

leasing during a milestone year

Central to this project was re-anchoring our

retail and leisure offering. We secured vacant

possession from House of Fraser and

Showcase. A new 127,000 ft

M&S and a

refreshed 53,000 ft

offer from Odeon will open

in 2025. These anchor investments underscored

the enduring strength of our asset and the wider

catchment, and we were able to attract existing

and new retail and leisure brand partners into

Cabot Circus.

Footfall and sales increased by 1% and

2% respectively as Les Terrasses du Port

continues to differentiate itself at the very

top of French destinations, attracting an

affluent and high spending customer.

Occupancy stands at 97%.

2024 was another busy year at Les 3

Fontaines with the important openings of

New Yorker, Snipes and Celio, with new

leisure hub Smile World coming in the first

half of 2025. This drove footfall up 6%,

whilst sales were up 3%.

The focus in the second half was to

maintain occupancy with temporary deals

whilst we put final planning and permissions

with local authorities in place for the

remaining undeveloped space at the corner

of the extension. Leasing negotiations are

advanced with two marquee global operators.

We remain excited by the potential next

phase at Les 3 Fontaines and expect to

provide more detail at the half year.

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Hammerson plc Annual Report 2024

Enlivening our destinations with

placemaking and events

Across the portfolio, we continue to evolve

our offering, to increase the richness of

the retail and leisure mix, with greater

emphasis on placemaking and

commercialisation. This not only serves to

enliven space and enhance the experience

and environment for customers and brand

partners, but also contributes meaningfully

in its own right in terms of incremental

footfall, income, and engagement across

all channels.

2024 was a standout year for premium brand

partnerships and events, showcasing over

200 different brands across our destinations.

Over the year, we also hosted seasonal and

bespoke events at our assets tailored to

local catchments and communities, driving

incremental revenue, footfall and

engagement. We have 1.2m social media

followers, a 16% increase year-on-year.

Alongside our usual delivery of seasonal

retail F&B, leisure and promotional activity:

– In the first half we were delighted to

welcome the Olympic Flame to Les

Terrasses du Port, boosting same day

footfall by 40% year-on-year, while Les 3

Fontaines hosted a sports village during

the Olympic Games.

– Meanwhile, in the UK, we were chosen

for three out of nine Team GB Fan Zones

in Bullring, Cabot Circus and Westquay,

which drew in a combined 12.5m visitors

over 12 weeks.

– Les Terrasses du Port also hosted a

series of ‘Sunset Live’ music and radio

shows on its seafront terrace, helping to

drive August footfall up 3% year-on-year.

Its attraction to premium brands was

further evidenced by showcasing

roadshows for Dior and Dyson.

– Dizzee Rascal album launches at

Bullring and Cabot Circus, which

drove 20% increases in footfall and car

parking income versus the same day

year-on-year.

– Successful immersive advertising

campaigns included the launch of

Paddington in Peru (Bullring), Netflix

Squid Games (Bullring) and Moana 2

Aquarium takeover (Dundrum), plus big

brand stunt campaign for Specsavers

(featuring a car in Dundrum Mill Pond).

– Dundrum hosted its third annual supercar

weekend in August which drove footfall

to 115,000 for the weekend and over

60,000 on Sunday, marking the busiest

day of the year.

– The Sound of Musicals thrilled crowds at

the unique Westquay Esplanade events

space during the October half-term

week, drawing 65,000 attendees and

helping to drive a 3% increase in

half-term footfall and 7% increase in car

park income – F&B occupiers also saw

weekly sales uplifts of 20–60%.

– Cabot Circus hosted ‘Wallace and Gromit:

A Cracking Christmas Experience’ in the

Friary Building, continuing our cultural

partnership with Bristol-based Aardman

Animations. Over 27 days, 9,000

attendees enjoyed the experience with

footfall at Quakers Friars +5% year-on-

year and revenue of £80,000 generated

from ticket sales and merchandise.

– Other holiday seasonal brand activity

included the return of the annual Apres

Ski Bar at Bullring, complementing the

city’s famous German Christmas Market;

ice rinks at Westquay, Dundrum and

Swords Pavilions; The Yankee Candle

Festive Experience Bus visiting Bullring

and Cabot Circus; a festive immersive

‘grotto’ hosted by Blank Street, and the

iconic Coca-Cola festive truck back at

Bullring. All these events create a buzz

across our destinations.

Inorganic growth: Westquay acquired

with more to come

We continue to see opportunities for

JV consolidation, with a number of

discussions ongoing.

Having earmarked an initial £350m from the

proceeds of the disposal of our interest in

Value Retail for acquisitions, in 2024 we

gained 100% control of Westquay for £135m

at an attractive high single-digit yield.

Today, we manage c.£4bn of AUM in

a mixture of wholly owned and joint

ownership assets. Our specialist, data-

driven platform puts us in a unique position

to better underwrite the risk/return profile

of the deployment of our capital, as

long-term stewards of these destinations.

We also continue to scan the horizon for

any outstanding opportunities in top tier

cities consistent with our landmark

destinations strategy and disciplined

approach to capital allocation.

Strategic land: laying the foundations

for the future

We have a substantial future opportunity for

redevelopment and development across the

portfolio and 80 acres of strategic land. For

now, we remain focused on the repositioning

of our core assets – Cabot Circus including

Quaker’s Friars, The Oracle, Cergy – and

the priority redevelopments at our assets,

such as The Ironworks in Dundrum.

These projects are strategically located on

existing assets. They introduce new uses

including residential to the mix and densify

our destinations whilst offering attractive

risk-adjusted returns and new and more

diverse income streams.

The Sound of Musicals thrilled crowds at the

unique Westquay Esplanade events space

during the October half-term, drawing 65,000

attendees and helping to drive a 3% increase

in half-term footfall and 7% increase in car

park income.

18 Hammerson plc Annual Report 2024

Strategic Report | Chief Executive’s Statement continued

As of today, our ongoing and near-term

repositioning projects represent around

£100m of GDV at our share, with estimated

fully-funded capex spend of c.£55m over

the next two years.

Near-term redevelopment projects include

the completion of the Ironworks at

Dundrum and workspace at Grand Central.

These projects have a GDV of around a

further £175m at our share. Only the

Ironworks is committed to with a remaining

spend of £10m at our share.

Medium term opportunities including further

c.200-unit residential projects at The

Oracle and Dundrum, and the >700-unit

opportunity at Edgbaston Street car park

comprise around £470m of potential GDV

at our share. In the longer-term, there is

around £4.4bn of potential GDV from both

projects on existing assets such as Brent

Cross Southern lands, and standalone

opportunities such as Martineau Galleries

in Birmingham.

We continue to advance capital light

development milestones, such as planning

consents and land assembly to create land

value, whilst retaining optionality for further

capital sourcing and/or investment to

exceed our return targets.

Across all our redevelopment and

development projects, we will continue to

analyse potential alternatives for delivery,

depending on market circumstances,

physical situation and the context and scale

of each opportunity. This could include

developing ourselves, as is the case with

the Ironworks at Dundrum, working with

specialist residential development and/or

operating partners which can add value, or

potential site sales in cases where we have

added value and have liquidity at the right

price. Importantly, there is no funding

commitment decision required before 2027.

We are hopeful that new central

government’s focus on the planning and

policy environment will increase the viability

and potential for these projects, whilst we

continue to evaluate investment in these

projects against other opportunities as well

as other ways to advance development.

Agile platform delivering

operating leverage

2024 saw the completion of our new

operating model. On-site property

management and associated accounting

services in the UK, France and Dundrum

have been consolidated with proven scale

strategic partners.

The Oracle: Poised for future

uplifts as repositioning kicks in

We have commenced a c.£25m (at 100%) works

programme to repurpose the ‘obsolete’ House

of Fraser store, enhance the unique riverside

experience and F&B offering, and improve

circulation with new entrances and wayfinding.

In total, around 40% of the asset or 320,000 ft

is in scope, making this our most material

transformation project to date.

Today, our platform is ‘future-fit’ – we are

a more agile, collaborative, data-driven and

market-facing organisation. We seek to

continually anticipate and respond to

global and local customer and brand

partner demands.

At the same time, we are committed to a high

performance, high engagement culture with

an emphasis on strategic value creation

focused on asset management and delivery,

placemaking and the repositioning of our

assets. In that regard, it was pleasing to see

another reduction in employee attrition.

In 2024, we embedded significant

improvements to our leasing tools, platform

and ways of working, allowing faster deal

flows, better data and greater transparency,

with average deal speed now around three

times faster than in 2022. We aim to do better.

At the same time, we retendered and

rationalised our leasing agents, solidifying

key relationships whilst also unlocking

growth from specialty leasing and new

brand partners outside our existing

occupier universe. These changes are

driving the elevation in brand mix and

bringing in new uses, increasing occupancy,

rental tension and ultimately increasing

current and new income streams.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Alongside better digital tools and software,

we have also invested in AI analytics tools

at both Group and asset level. This gives

us a market-leading capability to better

understand our customers, the value of our

space, strengthen our bargaining power

and inform our decisions. There is also the

potential to generate additional revenue

opportunities to grow our top line. We are

accelerating our roll out of AI tools in 2025,

which is now becoming a major source of

competitive advantage. We are excited by

the possibilities in front of us.

Bullring has been at the forefront of our

investment in this area. For example, we

now know that in the final quarter of 2024

alone our brand partners there benefited

from 466m brand impressions, and our

digital screen impressions reached 139m.

Les Terrasses du Port: Leasing

exceeding expectations

At the end of 2023 we faced a ten year

leasing wall, which today is 95% complete.

We exceeded our own expectations, securing

£41m of contracted rent to first break, 3% ahead

of previous passing rent and 5% ahead of ERV.

Les Terrasses du Port continues to differentiate

itself at the very top of French destinations,

attracting an affluent and high spending

customer. Occupancy stands at 97%.

We can now also closely analyse individual

events. For example, when the YouTube

collective, Sidemen, opened at Bullring in

October, we were able to specifically track

the addition of 80,000 visitors over that

weekend to a previously vacant location, or

around 13% of that week’s footfall. Our media

screens saw a 49% uplift in audience levels,

and we could tell it was a younger audience

with over 80% of these visitors under 40.

Our platform is now future-fit, lean and

scalable, which will enable us to drive

further operating leverage as we grow

AUM and income, and therefore earnings.

Sustainable and resilient capital structure

We materially strengthened our balance

sheet in 2024, concluding the £500m

disposal programme in the first half, and

exiting our interest in Value Retail in the

second half for cash proceeds of €705m

(£595m). This takes total proceeds since

FY20 to £1.5bn. Reflecting this improvement,

Hammerson secured an upgrade from

Moody’s in August to Baa2, whilst Fitch

revised Hammerson’s outlook from stable

to positive.

In the first half of the year, we repaid £109m of

private placement senior notes, and extended

the maturity of our undrawn RCF from 2026

to 2027. The refinancing of our only secured

debt, in the Dundrum JV, was completed in

August with a new €350m facility (our 50%

share €175m) which expires in September

2031, at an all-in cost of 5.4%, with a

combination of existing and new lenders.

The loan is non-recourse to the Group.

In October, we completed the well timed

and heavily oversubscribed issue of a

12-year £400m bond, with a coupon of

5.875%, whilst at the same time completing

tenders for £412m of bonds, comprising

£168m of 6% 2026 bonds and £243m of

7.25% 2028 bonds. The exercise was

largely leverage neutral but generated an

annualised net interest benefit of £3.6m,

reducing our weighted average gross

interest rate and extending our weighted

average debt maturity.

20 Hammerson plc Annual Report 2024

Strategic Report | Chief Executive’s Statement continued

With net debt of £799m, liquidity of £1.4bn,

net debt:EBITDA of 5.8x, LTV of 30% and

weighted average debt maturity of 4.7 years

as at 31 December 2024, we have one of

the strongest balance sheets in the sector.

Our capital allocation framework is

consistent. We will maintain a stable and

resilient capital structure, with an investment

grade credit rating, to maintain access to

capital markets. We are committed to a

sustainable and growing cash dividend,

covered by cash flow, and balanced with

our total returns focus.

The strength of our balance sheet provides

certainty and security to all stakeholders

whilst allowing us to prioritise investment

for growth and value creation, and enhance

distributions to shareholders.

ESG

We made further progress with our ESG

strategy in 2024 and achieved an 8.3%

like-for-like reduction in emissions compared

with 2023. The reduction was driven by the

benefits from our Net Zero Asset Plans

which we began delivering in 2023.

We have now reached a 43% reduction

compared to our 2019 Baseline and remain

committed to achieving Net Zero by 2030.

We do this by tackling environmental and

building efficiency.

Also, in 2024, we increased our scope and

range of social initiatives, a key highlight

was our Giving Back Day in June which, for

the first time, included both colleagues and

partners across all our destinations. In total

our social value investment was £3.5m, a

40% increase on 2023, reflecting our focus

on placemaking and activities directly

benefiting our local communities.

We continue to enhance our governance

activities, with improvement in a number of

our external benchmarks and received a

score of 100% for GRESB Public Disclosure.

We are also in the process of preparing for

the new reporting requirements under both

CSRD and EU Taxonomy, under which the

Group will report in 2025.

Conclusion and outlook

We had a strong finish to 2024 in terms

of footfall, sales, leasing and redeployment

of capital, which has continued into 2025.

We will see marquee openings in Cabot

Circus and The Oracle as we bring major

new uses to each of these assets, matching

our experiences and building momentum at

Bullring and Dundrum. We have already

secured £8.6m of leases in 2025, the

pipeline is robust, and discussions are

progressing on other acquisitions.

The organic growth from investments will

flow to the bottom line benefiting from the

operational gearing from our specialist

data-driven platform.

We have strong momentum. Notwithstanding

the uncertainty in the macroeconomic

environment, our portfolio is well positioned

to drive rental growth and earnings from the

high demand for scarce, relevant space

where brands are consolidating.

I would like to thank all Hammerson

colleagues for their commitment, ambition

and resilience, the Board for their

collaborative and rigorous approach, and

shareholders for their continued support.

Rita-Rose Gagné

Chief Executive

Community focus:

volunteering by all colleagues

on annual Giving Back Day

A key highlight in 2024 was our Giving Back

Day in June which, for the first time, included

both colleagues and partners across all our

destinations. In total our social value investment

for was £3.5m, a 40% increase on 2023,

reflecting our focus on placemaking and activities

directly benefiting our local communities.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Bright

prospects

Our landmark

destinations are

at the heart of some

of Europe’s fastest

growing and most

affluent cities

We have some of the best prime retail and

leisure anchored city destinations across

the UK, France and Ireland.

We are benefiting from the flight to quality

where brands want fewer, better and more

productive stores in the best locations.

Physical space is shifting to a broader mix

of uses including: point of sale; last mile

fulfilment; returns; servicing; experiential;

marketing; brand development; education;

workspace; and leisure – ‘living spaces’.

The physical experience has become more

relevant for customers and our brand partners,

with at least 80% of all transactions

touching a store.

Our destinations benefit from young,

fast growing affluent catchments, with

upwardly mobile customers, which drives

spend growth.

Bullring, Birmingham

22 Hammerson plc Annual Report 2024

Strategic Report | Market Overview

Demand for landmark

city locations

Description

Cities are the engines of economic growth.

Our landmark city destinations are expected

to outperform average Eurozone growth in

terms of population, employment and GDP

growth over the next 10 years.

Demand for prime flagship locations is

rising with a growing number of brands

looking for fewer, better stores. Research

from Colliers shows that in the UK, fashion

retailers over the last 10 years have seen

an 18% fall in store numbers but a 17%

increase in average store size, with city

centre stores growing on average almost

40% in size. This trend is further reflected

in the investment market in 2024 where

the largest transactions were for stabilised

flagship city centre assets e.g. Westquay,

Liverpool One, Centre MK, Forum des Halles.

How we responded

We continue to curate spaces within our

landmark city destinations for leading

national and international brands through

our repurposing of space. Bullring has

already seen 20%+ space repurposed to

house flagship store for Sephora, Inditex,

M&S and Zara. The Oracle and Cabot Circus

are currently undergoing major space

upgrades (40% and 30% respectively)

including new flagship M&S and TK Maxx

stores as well as enhanced leisure offers

including Hollywood Bowl and Odeon.

Partnering with the

best global and local

brand partners

Description

As our occupier base becomes more

diverse, from clothes to cars to laser clinics,

the brand opportunities of our high footfall

locations have become more varied. Having

a specialist owner partner who can help

fully activate the brand opportunity in our

landmark destinations has become

increasingly important for brands.

How we responded

We have become a ‘partner of choice’

for major brands looking to invest, leading

to a number of significant flagships stores

opening across our destinations including

M&S, Zara, Sephora and Ralph Lauren.

Our managed environments allow brands to

build their presence beyond the store facade

such as the Sephora ‘brand takeover’ of

Bullring to support their first store opening

outside London. As a business we continue

to build increasingly strong ‘value add’

partnerships with brands, working closely

on brand activations and tracking our

performance through partner surveys.

Read more about our Strategy

on page 12

Read more about our Strategy

on page 12

Read more about Our

Stakeholders on page 28

“

We knew we had to be

in Birmingham, and the

Bullring was our only

choice. To open the doors

here today is such a treat

because the reception

has been phenomenal

from the local Brummie

community. The support

has been absolutely

amazing all the way

through, so a huge,

huge shout-out to Bullring

and Hammerson.”

Sarah Boyd

Managing Director of Sephora UK

“

In the last few years,

Birmingham’s High Street

retailers have gravitated

towards the Bullring and

surrounding pitches,

shrinking the traditional

retail core and creating

opportunities for

alternative uses.”

CBRE

Better in Birmingham 2025 report

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Description

Shift in spend patterns towards health and

wellbeing as people become more focused

on appearance, health, fitness, nutrition and

mindfulness.

How we responded

We continue to evolve our mix to reflect

the changing trends of customers around

health and wellbeing. Reflected through

the brands that we are bringing into our

destinations e.g. PureSeoul, Garmin, Randox,

Space NK, laser clinics, as well as the

events we are holding in our destinations

such as our three-day wellness event in

the Bullring in January 2024.

Description

Increasing use of AI and data analytics

enables us to better understand our

catchments and continually evolve and

curate our destinations to meet our

changing customer and brand needs,

in order to maximise the value of our

digital and physical assets.

How we responded

We are investing in AI analytics, in a first

for UK destinations, to understand in more

detail customer engagement at asset

and store level to optimise the mix and

maximise relevant commercialisation

opportunities across leasing, marketing

events, and use of media screens.

This will create a more relevant and

joined-up experience for visitors whilst also

creating more opportunities for brands to

showcase in our high footfall locations. This

technology will provide detailed audience

data for our media estate allowing our

media to be sold more effectively through

programmatic channels.

Description

Continued shift towards environmentally-

friendly brands, second hand goods, cutting

out waste, shift to renewables, replanting

and putting the local community first.

How we responded

We continue to enable the trend of

community and circular economy through

our successful leasing to brands such as

Charity Super.Mkt, and through hosting

Verte, a pop-up clothes swapping boutique

encouraging customers to swap or repair

clothes rather than them ending up

in landfill.

In addition, all our destinations have strong

links to the local community with projects

such as the LionHeart/Cuchulainn Heart

school entrepreneurship challenge, Happy

Cook, a cooking competition against

professional chefs, and BarNET Zero, a

competition to find a local Barnet resident

with an idea for an environmental project

to help the borough towards their Net

Zero goals.

Read more about our Strategy

on page 12

Read more about Our

Stakeholders on page 28

Read more about our Strategy

on page 12

Read more about Our

Stakeholders on page 28

Read more about our Strategy

on page 12

Read more about Our

Stakeholders on page 28

Personalised

experiences

Community and

circular economy

Demand for health

and wellbeing

24 Hammerson plc Annual Report 2024

Strategic Report | Market Overview continued

“

It’s been a long road

leading up to the amazing

launch event that took

place in the Bullring.

This event was by far the

smoothest and most fun

of any launch event we’ve

run. Everyone was 100%

on point from start to

finish. The people I’ve

worked closest with from

Bullring and Project 2,

well… you lot really know

how to get a proper job

done. Thank you all for

giving the Sidemen store

an incredible opening we

can all be proud of!”

Matt Peters

Managing Director of Sidemen

Description

Customers continue to look for

convenience to support their busy lifestyles.

Physical experience has become more

relevant for our brand partners, with at least

80% of all transactions touching a store.

How we responded

Physical stores in city centres provide a

convergence of omnichannel and lifestyle

opportunities as people and brands

converge. Our city destinations provide

a place to shop, collect and return online

purchases, get advice on products and

wellness, eat and drink, meet and be

entertained, in and around their busy city

centric lifestyles. Large flagship stores can

showcase a brand’s full range with significant

backup areas to support online Click &

Collect and distribution.

In addition, we look to make any visit to our

destinations as frictionless as possible such

as installation of our automated car park

payment technology in our destinations.

Description

Interest rates remaining higher for longer,

operating costs rising through increases in

minimum wage and National Insurance,

whilst business rates relief is reducing.

How we responded

A significant rebase in rents since 2019 still

makes physical retail more affordable now.

By recognising growing operational costs

we support our brand partners with fewer,

better stores with additional brand

activation opportunities in our high footfall

destinations to further reduce overall

portfolio costs whilst growing reach.

Read more about our Strategy

on page 12

Read more about Our

Stakeholders on page 28

Read more about Our

Stakeholders on page 28

Convenience

and frictionless

Interest rates, operating

costs and inflation

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

The value of creating exceptional destinations

We generate value by…

We own, manage and invest in landmark city destinations

integrating retail, leisure and community hubs to meet evolving

customer and occupier needs while delivering sustainable

long-term growth for our stakeholders.

We continue to leverage our unique data-driven insights to

invest in relevant curation and placemaking to bring the right

product and mix of brands into our destinations. This enables

us to grow our occupancy, leasing, sales and footfall, in turn

growing our catchment and market share.

Diverse and growing

customer catchments

Which creates demand for our landmark

destinations, broadening our catchments

Targeted relevant leasing,

placemaking, and asset

management

Creating a high demand from occupiers

and consumers

Customers and

brand partners

We own, manage and invest

in attractive destinations

Unique assets in

best locations

We secure and invest

in landmark destinations

26 Hammerson plc Annual Report 2024

Strategic Report | Our Business model

…leveraging our resources…

…through consistent strategic execution…

…underpinned by our commitment to ESG and effective risk management…

…creating value for our stakeholders

Landmark destinations

Our landmark city destinations are located

in some of Europe’s most affluent and

fastest growing cities, benefiting from a

strong and diverse customer base with

some of Europe’s largest brands.

Expertise

Expertise in asset management and

regeneration, placemaking, investment,

data and insights, and development

through our people and technology.

Platform

Lean and scaleable platform with a focus

on improving ways of working and

reducing costs with a strong balance sheet

creating capacity to invest for growth.

For occupiers

We curate prime city destinations that

fosters success for a diverse and evolving

mix of brand partners that enables them to

deliver unrivalled customer experiences

and thrive.

For customers

We create vibrant destinations through

continually evolving the mix of brands

and experiences through placemaking

and events that appeal to a broad range

of customers.

For colleagues

We promote a high performance, high

engagement, inclusive culture where

colleagues can realise their full potential.

For communities

We create better places for our

communities through improved

infrastructure and public realm,

sustainable buildings, exemplary

placemaking, events and

local employment.

For partners

We create partnerships with our JV

and debt investors, suppliers, local

authorities and communities based

on a collaboration where each

partner benefits.

For investors

We aim to generate sustainable long-term

growth for our investors. We ensure a

resilient capital structure, maintaining our

investment grade credit rating.

Investing for growth and value creation

Investing into our destinations to

strengthen and diversify the customer

proposition through repurposing,

leasing with best-in-class operators,

and enhancing public realm.

Lean, scaleable platform

Focus on strategic asset management,

placemaking and investment through

a transformed, increasingly agile and data

driven operating platform.

Sustainable and resilient

capital structure

We are committed to maintaining an

investment grade credit rating. Our capital

allocation is disciplined, with a focus on

recycling capital into more accretive

opportunities.

We identify, quantify and monitor risk to the Group through a systematic review of the Group’s

strategic priorities and we are committed to achieve Net Zero by 2030.

See Our Stakeholders on page 28

See KPIs on page 32

See Risks and Uncertainties on page 66

See ESG on page 49

See our Strategic on page 12

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Ongoing focus on stakeholder engagement

Occupiers

Why we engage

To be able to create a

platform that fosters success

for a diverse and evolving mix

of occupiers and enables

them to deliver unrivalled

customer experiences and

thrive, we need to understand

their needs and expectations

and work collaboratively

with them.

Regular engagement across

our occupier partner

business ensures that we

maintain mutually beneficial

relationships built on trust

and understanding. This

assists in attracting best-in-

class occupiers on

commercially competitive

deals across the portfolio,

whilst also working

collaboratively to drive

shared objectives around

ESG initiatives and reducing

occupier costs.

How we engage

– Throughout 2024 we held regular formal

meetings at the senior and executive

management level. This included additional

targeted sessions with our core occupiers

to further understand their values and

expectations for our destinations in the short,

medium and long term.

– Each year we run quantitative and qualitative

brand engagement studies with our occupiers

to gather both objective and subjective input

on their satisfaction with our approach and

destinations.

– We assign a dedicated relationship

manager to each of our existing and

prospective occupiers to provide a single

point of contact across our portfolio. These

relationship managers will meet with

occupiers throughout the year primarily

through face-to-face meetings.

– In 2024 we undertook an agency procurement

programme to streamline the pool of leasing

agents that we work with.

– The Board receives reports from the senior

management team on the findings and

outcomes of engagement activities

undertaken with our occupiers.

Outcome of engagement

– The assignment of dedicated

relationship managers enables

us to complete leasing deals

more efficiently, an area

highlighted as important to

our occupiers as part of our

engagement activities.

– We collaborated with

Sephora to create a bespoke

six week ‘domination’

marketing package ahead

of their opening at Bullring,

Birmingham. Read more

about this on page 16.

– In 2024 we worked closely

with occupiers to utilise

activation space to create

digital content for their social

channels and online brand.

For example, YouTube

collective Sidemen’s opening

in October attracted 80,000

visitors over that weekend.

Customers

Why we engage

Our goal is to create vibrant

destinations through

continually evolving the mix

of brands and experiences

through placemaking and

events that appeal to a

broad range of consumers.

It’s imperative that we

understand our customers’

expectations, demands and

behaviours in order to

develop our strategy and

curate our destinations into

places customers want to

visit and dwell.

How we engage

– We undertake both quantitative and qualitative

exercises to understand customer needs

including exit surveys, focus groups and

tracking online customer reviews. This is

supported by detailed footfall, engagement

and banking data analytics to track on-site

behaviours and trends.

– Our asset management, leasing and marketing

strategies are informed by the consumer

insights and behaviours obtained from this

programme research and analytics.

– The Board receives regular reports on

consumer behaviours and associated needs,

including detailed sessions at the Board

Strategy Day, which provide actionable

insights into emerging trends at a national and

local level to inform investment decisions and

identify future revenue drivers.

Outcome of engagement

– As a result of our consumer

insights we are able to target

the most requested brands

by our customers, for

example Sephora at Bullring

and M&S at Cabot Circus.

– We also use our insights to

invest in our destinations to

optimise the mix of uses and

improve customer facilities

and the public realm.

– Installation of automated car

park payment technology

in to enhance the customer

journey and make any visit

to our destinations as

frictionless as possible.

28 Hammerson plc Annual Report 2024

Strategic Report | Our Stakeholders

Colleagues

Why we engage

Our colleagues are

fundamental to achieving

our strategic goals. We

therefore need to ensure

that we create a high-

performance culture in

which colleagues are

empowered to thrive,

supported to develop and

motivated to deliver the

vision of the Company.

To achieve this, we need to

understand and be receptive

to the views of the

workforce as well as

ensuring our colleagues are

taken on a journey with us.

Two-way engagement

ensures that the goals of

management and colleagues

are understood and that we

are all working towards the

same goals.

How we engage

– Each year colleagues participate in an

engagement survey. The survey results

provide empirical data that can be measured

and monitored by the Board.

– Updates on current business and performance

are delivered to all colleagues throughout the

year via town hall ‘squad’ meetings.

– The Colleague Forum (the ‘Forum’) was

established in May 2019 and is comprised of

colleagues who collectively represent each

team within the Company. The Forum is

chaired by our Diversity, Inclusion and

Engagement Manager and the outcome of

those meetings are reported to the GEC and

to the Board.

– Carol Welch is our Designated Non-Executive

Director for Colleague Engagement and

regularly attends meetings of the Forum,

reporting to the Board on her findings.

– The Company’s Affinity Network is comprised

of colleagues across the Company supported

by our Diversity, Inclusion and Engagement

Manager. The Affinity Network is sponsored

by our CEO, Rita-Rose Gagné.

Outcome of engagement

– 93% of colleagues completed

the engagement survey in

2024.

– The results of the 2024

colleague engagement survey

were shared with teams in

face-to-face workshops in

which personal and team-

based actions and initiatives

were discussed and set.

– The Designated Non-

Executive Director for

Colleague Engagement

made recommendations to

the Board on areas for focus

in 2025.

– In 2024 the Board Strategy

Day included a wider pool of

colleagues and stakeholders.

You can read more about

our Board Strategy Day on

page 83.

Communities

Why we engage

We continually strive to

make a positive difference

to the communities in which

we operate.

To be able to achieve this,

we need to engage with

the people within those

communities to understand

the varying demographics

around our destinations,

what’s important to them

and where our goals

and interests may not

always align.

How we engage

– We develop long-term partnerships with

organisations that share our values,

championed by our dedicated ESG manager.

We work with these organisations to

understand how we can provide support

which best meets their needs.

– We have established an Accessibility Working

Group to implement positive change and make

Hammerson destinations as welcoming and

accessible as possible to all our guests.

– Our destinations engage with local schools on

enterprise competitions and careers

education, working directly with young people

to increase their professional skills and

improve their confidence.

– Hammerson destinations each have local

charity partners, who receive a grant, access

to fundraising and volunteering support and

opportunities to raise awareness of their work

at their partner destination.

– The Board receives regular reports on ESG

matters, including progress against social

value targets as part of our wider sustainability

strategy and oversight of key ESG policies.

Outcome of engagement

– Engagement and feedback

from our community

spokespeople was

incorporated into the Zet

Zero asset plans for each of

our destinations.

– In 2024, we delivered £3.5m

in social value supporting 267

organisations. We also

introduced more corporate

volunteering with LandAid as

our corporate charity partner.

You can read more on our

ESG initiatives on pages 49

to 65.

– We set community

engagement plans that

address issues identified

as important to our local

communities.

– Our destinations celebrate

diverse cultural and religious

events throughout the year.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Partners

Why we engage

We strive to be a

responsible partner with a

wide range of collaborators

that enable us to deliver our

strategy, including joint

venture partners, suppliers,

local authorities and other

governmental authorities.

Ongoing engagement is key

to achieving this to ensure

that we have a mutual

understanding of our

respective visions and

goals and an appreciation

of where this may not

always align.

How we engage

– We hold regular formal and informal joint

venture meetings throughout the year.

– We maintain active dialogue and engagement

with all of our key service partners.

– The Board is regularly updated on engagement

with joint venture partners, government bodies

and suppliers, and considers relevant matters

in the context of ongoing oversight and

decision-making.

– Our development team regularly engage with

our dedicated relationship managers at local

councils and planning authorities throughout

the year to discuss matters in relation to

planning, public realm enhancements, asset

management issues, health and safety and

ESG considerations, among other things.

Outcome of engagement

– As a result of our positive

relationship and extensive

engagement with local

councils and planning

authorities, we were able to

progress a number of our

planning applications in 2024.

– In May 2024 we extended our

partnership with JLL, initiated

in the UK in February 2023

for the delivery of property

management services,

to Dundrum in Ireland.

This is part of our strategy

to build an agile and more

sustainable platform.

– We are signatories to

the Prompt Payment Code

to support our service

partners, local authorities

and debt investors.

– We draft annual business

plans for each of our jointly

owned destinations.

Investors

Why we engage

We have a broad range of

institutional credit and equity

investors as well as private

shareholders. Our investors

provide a vital source of

capital to the Company

which enables us to execute

our strategy. In return,

they expect a yield on their

investment and hold us to

account accordingly.

Ongoing engagement with

our investors ensures that

expectations are aligned

and facilitates healthy and

collaborative relationships.

How we engage

– We take a proactive approach to credit and

equity investor relations and hold numerous

meetings with shareholders and analysts

around financial results, at major conferences

and industry events, and on an ad hoc basis.

– Directors and senior management meet with

institutional shareholders throughout the year

to discuss (among other things) progress on

our strategy, operational updates, capital

allocation, ESG and corporate governance.

– Investor tours of The Oracle and Bullring

during 2024 to showcase asset repurposing.

– General Meetings provide an opportunity

to engage with shareholders and allows all

shareholders to attend and vote on the

resolutions recommended by the Board.

Shareholders were able to ask questions in

person at both the AGM and General Meeting

in 2024 and were also able to submit questions

to the Board in advance of those meetings.

– The Board receives regular reporting on

investor relations matters, including updates

from individual Directors on any engagement

activities they have undertaken independently.

Outcome of engagement

– Approximately 84% of

shareholders voted at the

AGM in 2024 and passed all

resolutions tabled. Around

83% of shareholders voted

at the General Meeting held

later that year, with all

resolutions receiving over

90% of votes in favour.

– In 2024, key activities such

as the sale of the Company’s

interest in Value Retail and

resulting use of proceeds were

informed by engagement

with shareholders.

– Strong demand for our 12 year

£400m bond with peak order

book in excess of £2.6bn

(over 7x subscribed).

– Shareholder base further

evolved to include a more

diverse range of real estate

specialists and generalists.

30 Hammerson plc Annual Report 2024

Strategic Report | Our Stakeholders continued

Section 172(1) statement

Stakeholder engagement

We seek to deliver value and positive

outcomes for all our stakeholders.

The Board is aware that its actions and

decisions impact our stakeholders including

the communities in which we operate.

Effective engagement with stakeholders is

important to the Board as it strengthens

the business and helps to deliver a positive

result for all our stakeholder groups.

In order to comply with Section 172 of the

Companies Act 2006, the Board is required

to take into consideration the interests of

stakeholders and include a statement

setting out the way in which Directors have

discharged this duty during the year.

The Board seeks to understand the needs

and the key areas of interest of each

stakeholder group and consider them during

deliberations and as part of the decision

making process. It reviews the long term

consequences of decisions on relevant

stakeholder groups by ensuring that the

Group builds and nurtures strong working

relationships with our investors, occupiers,

suppliers, joint venture partners, debt

capital providers, consumers, and the wider

community and government agencies which

are important to the success of the Group.

It does this by overseeing the work

undertaken by management to maintain and

seek to enhance these relationships. The

Board receives detailed reports and, when

relevant, these include assessments of the

impact that a proposal or project might

have on stakeholders, with appropriate

input from the senior management team.

Further information on the Board’s

engagement with, and consideration of,

the Company’s stakeholders can be found

on pages 28 to 30. In addition, on pages 82

to 86 of the Corporate Governance Report,

you can read examples of how specific

decisions taken by the Board in the

year were informed by engagement with

our stakeholders.

Section 172(1) Statement

The Directors of the Company have acted

in a way that they considered, in good faith,

to be most likely to promote the success of

the Company for the benefit of its members

as a whole and, in doing so, had regard,

amongst other matters, to those matters

set out in section 172(1)(a) to (f) of the

Companies Act 2006, being:

a) The likely consequences of any decision

in the long term

b) The interests of the Company’s colleagues

c) The need to foster the Company’s

business relationships with partners,

consumers and others

d) The impact of the Company’s operations

on the community and the environment

e) The desirability of the Company

maintaining a reputation for high

standards of business conduct

f) The need to act fairly as between

members of the Company

The Board has identified its key

stakeholders as being its: occupiers;

customers; colleagues; communities;

partners; and investors. Building and

nurturing these relationships based on

professionalism, fair dealing and integrity

is critical to our success.

Our extensive engagement efforts help

to ensure that the Board can understand,

consider and balance broad stakeholder

interests when making decisions to deliver

long term sustainable success.

While the Board will engage directly with

stakeholders on certain issues, stakeholder

engagement will often take place at an

operational level with the Board receiving

regular updates on stakeholder views from

the Executive Directors and the senior

management team. Directors receive

a briefing regarding their duties under

s172(1) and board papers for all key

decisions include a specific section

reviewing the impact of the proposal on

relevant stakeholder groups, as well as

other s172(1) considerations.

The Board is responsible for establishing

and overseeing the Company’s values,

strategy and purpose, all of which centre

around the interests of key stakeholders

and other factors set out in s172(1). The

Directors remain conscious that their

decisions and actions have an impact

on stakeholders, including occupiers,

customers, colleagues, communities,

partners and investors, and they have had

regard to stakeholder considerations and

other factors in s172(1) during the year.

Whilst the Board acknowledges that,

sometimes, it may have to take decisions

that affect one or more stakeholder groups

differently, it seeks to treat impacted groups

fairly and with regard to its duty to act in a

way that it considers would be most likely

to promote the success of the Company

for the benefit of its members as a whole,

having regard to the balance of factors set

out in s172(1). Considerations relating to

s172(1) factors are an important part of

governance processes and decision making

both at Board and management level, and

more widely throughout the Company.

Necessarily in a large group, some

decisions are taken by management.

These decisions are taken within parameters

set by the Board and there is a robust

framework that ensures ongoing oversight

and monitoring.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Strategic Report | Section 172(1) statement

Strong strategic performance

Link to strategy:

Investment for growth and value creation

Agile platform

Sustainable and resilient capital structure

Linked to remuneration – 2024

Linked to remuneration – 2025

Financial

Adjusted net rental income

(like-for-like change) %

2022

2023

2024

29.2

3.6

-0.5

Description

Adjusted net rental income (‘NRI’) is the

Group’s key revenue measure and a

standard real estate metric. Like-for-like

NRI growth is critical to generate earnings

and dividend growth. See page 38 of the

Financial Review for details on the portfolio

performance and Table 4 in Additional

Information for the supporting calculation.

Our 2024 performance

On a like-for-like basis, in 2024, NRI fell

by 0.5%, this metric was impacted by the

extensive repositioning works at Cabot

Circus and The Oracle. Excluding these

assets, Group NRI grew by 0.2%, with UK

recording growth of 1.4%. NRI in France,

grew by 4.2%, while in Ireland it was

6.3% lower.

Adjusted earnings

£m

2022

2023

2024

104.9

116.3

99.0

Description

Adjusted earnings is the Group’s primary

profit measure and reflects underlying profit

calculated based on EPRA guidelines,

factoring in a number of Company specific

adjustments as explained on page 36 of the

Financial Review and shown in note 10A to

the financial statements.

Our 2024 performance

2024 Adjusted earnings were £99m,

£17.3m or 15% lower than 2023. Disposals

reduced NRI by £16m, and the Group’s

share of Value Retail earnings were £13m

lower following its sale in September. These

reductions were partly offset by a reduction

in gross administration costs of £8m and

£14m lower net finance costs.

Net debt:EBITDA

(NEW)

£m

New KPI replacing Net debt following the

completion of the Group’s disposal

programme

2022

2023

2024

10.4x

8.0x

5.8x

Description

Net debt:EBITDA is a key credit metric which

demonstrates the level of indebtedness

compared to a Group’s operating profit, and

hence its ability to service its debt. It is a

key focus for rating agencies and debt

investors. See Table 14 in Additional

Information for the supporting calculation.

Our 2024 performance

The Group’s Net debt:EBITDA ratio fell to

5.8x (2023: 8.0x), principally due to the

£527m (40%) reduction in net debt to

£799m at 31 December 2024. The strength

of the Group’s balance sheet resulted in

improved credit ratings from Fitch and

Moody’s in the second half of the year. We

remain committed to maintaining a resilient

and sustainable capital structure with an

investment grade credit rating.

EPRA NTA per share

2022

2023

2024

5.26

5.08

3.70

Description

EPRA net tangible assets (‘NTA’) per share

is the key metric by which we measure the

net asset position of the Group. NTA is

derived directly from the Group’s equity

shareholders’ funds, with a number of

adjustments as per EPRA guidelines. NTA

per share is then NTA divided by the

number of shares at the balance sheet

date. See notes 10B and 11C to the financial

statements for further details.

Our 2024 performance

NTA per share fell by £1.38, or 27% in 2024,

reflecting a reduction in net assets of

£642m. This was principally due to a £472m

impairment charge on the disposal of the

Group’s interest in Value Retail. Other key

factors were revaluation losses of £116m,

including £25m on the Value Retail portfolio

in H1 24, a £26m premium paid on the

redemption of £412m of bonds and £21m

incurred on the Group’s share buyback

programme launched in October.

Total accounting return (‘TAR’)

2022

2023

2024

-6.8

-2.1

-24.2

Description

A key measure of value creation and

comparable with the wider real estate

sector. It is calculated as the change in

NTA per share plus dividends paid in the

year as a percentage of the NTA per share

at the start of the year and is one of the

three key metrics in the Group’s new MTFF.

See Table 21 in Additional Information for

the supporting calculation.

Our 2024 performance

The Group recorded a TAR of -24.2%

in 2024. This was principally due to the

£472m net impairment charge associated

with the sale of Value Retail (‘VR’). Other

factors are explained in EPRA NTA per

share metric above.

32 Hammerson plc Annual Report 2024

Strategic Report | KPIs

1 Proportionally consolidated, see page 35 for further details.

Link to strategy:

Investment for growth and value creation

Agile platform

Sustainable and resilient capital structure

Linked to remuneration – 2024

Linked to remuneration – 2025

Operational

Leasing activity (at 100%)

£m

Previously shown at the Group’s ownership

2022

2023

2024

45.2

46.3

41.3

Description

Our leasing strategy is designed to deliver

the optimum brand mix to drive footfall, sales

and grow our catchments.

This KPI shows the amount of income

secured across the flagship portfolio,

including new lettings and lease renewals.

We have amended the metric to be at 100%,

rather than the Group’s ownership share to

show the our overall performance of our

asset and leasing teams.

Our 2024 performance

We secured £41m (£24m at share) of rent

across the Flagship portfolio in 2024. This

was another record leasing year, with value,

on a like-for-like basis, 2% higher than

2023. In total we signed 262 leases, at an

average of 13% ahead of prevailing ERV

and 56% ahead of the previous passing

rent. We are confident that we will continue

to benefit from the polarisation of occupier

demand towards prime locations which will

be a key source of future rental growth.

Passing rent

(like-for-like change) %

2022

2023

2024

1.4

2.5

1.5

Description

This KPI shows the annual change in

passing rent at our flagship portfolio,

calculated on like-for-like basis and

excluding the impact of foreign exchange

translation differences. Passing rent is a

better forward indicator of underlying

revenue growth than NRI, as the latter metric

can contain significant non-cash accounting

adjustments. Further detail can be found in

Table 5 in Additional Information.

Our 2024 performance

Like-for-like passing rent for our flagship

portfolio increased by 1.5% in 2024. This

was consistent with our strong leasing

performance description above. Passing

rent in the UK was up 1.3%, France was up

4.2% with additional benefit from indexation.

Ireland was 1.6% lower, principally due to a

short-term renewal of an overrented anchor

unit at Ilac.

Footfall

(like-for-like change) %

2022

2023

2024

38.8

2.7

0.3

Description

Our destinations serve large, affluent

catchments. We strive to grow footfall

(visitor numbers) by seamlessly integrating

global, national and local retail brands with

services, exceptional F&B, leisure and

placemaking. This creates a virtuous loop to

secure the best occupiers and drive rental

growth and value creation. The metric shows

year-on-year footfall changes.

Our 2024 performance

In 2024, footfall grew by 0.3%, or 2.1%

excluding Cabot Circus and The Oracle.

These assets are undergoing major

repositioning and footfall was down 7%

and 6% respectively. Visitor numbers in

France and Ireland were 4% and 1% higher

respectively. Footfall in the UK was 1%

lower, or if Cabot Circus and The Oracle

are excluded was up 2%.

Carbon emissions

(like-for-like change) %

2022

2023

2024

-7.9

-13.4

-8.3

Description

The Group is committed to being Net Zero

by 2030. Each flagship destination has a Net

Zero Asset Plan with projects to enhance

energy efficiency and reduce emissions. This

KPI reflects the Group’s ownership share of

greenhouse gas emissions as explained on

page 51, and is calculated on a like-for-like

property basis.

Our 2024 performance

Our carbon emissions reduced by 8.3%

in 2024 reflecting the delivery of Net Zero

Asset Plan initiatives which we launched in

2023. Emissions also fell due to our focus

on energy efficiency in conjunction with

our property management partners.

The performance is consistent with our

trajectory to being Net Zero by 2030.

Voluntary colleague turnover

2022

2023

2024

20.0

11.6

10.4

Description

Our talented people are key to our success

and we strive to retain, engage and develop

them. We monitor voluntary colleague turnover,

together with other people metrics to assess

the benefit of our colleague engagement

activities and from a well-being perspective.

Our 2024 performance

The level of voluntary colleague turnover

fell again in 2024 to 10.4% demonstrating

the benefits of our colleague engagement

programme and the embedding of the

Group’s new operating platform.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

1 Proportionally consolidated, see page 35 for further details.

A transformed

capital

structure

The disposal of Value Retail transformed

the Group’s balance sheet. We now have the

capacity to accelerate investment for growth

and value creation.

Himanshu Raja

Chief Financial Officer

Overview

2024 has been a decisive year for the

Group. We enter 2025 as a reshaped

business with a transformed capital structure.

In September 2024, we completed the

transformational sale of Value Retail for cash

proceeds of €705m (£595m) reflecting a

3.4% exit cash yield and an EBITDA multiple

of 24x. Since FY20 we have generated

£1.5bn of disposal proceeds. We have

already begun redeploying capital with the

acquisition, in November, of the 50% JV

stake in Westquay, Southampton for £135m.

2024 Adjusted earnings were £99m,

15% lower than 2023 due to the impact

of disposals. The IFRS loss was £526m

(2023: £51m loss), reflecting £497m Value

Retail impairment and H124 revaluation loss.

The Directors have recommended a final

dividend of 8.07p per share. This brings

the full year dividend to 15.63p per share,

a 4.2% increase on 2023.

Net assets at 31 December 2024 were

£1,821m (2023: £2,463m), the reduction

reflecting the sale of Value Retail. EPRA NTA

per share was 370p (2023: 508p). Net debt

was £527m (40%) lower at £799m reflecting

the net impact of disposals and reinvestment.

Our credit metrics also improved with Net

debt:EBITDA of 5.8x and LTV of 30%.

We secured improved credit ratings from

Moody’s and Fitch. With the strength of the

Group’s position, we issued £400m 5.875%

bonds and repurchased £412m of bonds

(7.1% average interest rate). We also signed

a €350m (Group’s 50% share €175m)

secured loan to refinance the maturing loan

in the Dundrum JV.

2024 Key financial metrics

Gross rental income growth

(like-for-like) A

1.6%

2023: 5.5%

Calculation in Table 3 of the Additional information

Net assets

£1,821m

2023: £2,463m

Adjusted earnings K A

£99m

2023: £116m

Calculation in note 2 to the financial statements

EPRA NTA per share

K A

£3.70

2023: £5.08

Calculation in note 11C to the financial statements

IFRS loss for the year

£(526)m

2023: £(51)m

Net debt:EBITDA K A

5.8x

2023: 8.0x

Calculation in Table 14 of the Additional information

Dividend per share

15.63p

2023: 15.0p

Loan to value (‘LTV’) – Headline A

30%

2023: 34% (Headline)/44%

(Fully proportionally consolidated)

Calculation in Table 17 of the Additional Information

K KPI

A Alternative Performance Measure

1 2023 per share metrics restated to reflect the 1 for 10 share consolidation in September 2024.

34 Hammerson plc Annual Report 2024

Strategic Report | Financial Review

Presentation of financial

information

IFRS vs Management reporting

The Group’s property portfolio comprises

properties that are either wholly owned or

co-owned with third parties. While the Group

prepares its financial statements under

IFRS, the Group evaluates the performance

of its business for internal management

reporting on a ‘proportionally consolidated’

basis which aggregates the following:

– properties, or entities, which are wholly

owned or held in joint operations (see

notes 1B and 12C to the financial

statements for details) and hence where

the results and net assets are directly

included, on a line-by-line basis, in the

IFRS financial statements. These are

labelled as ‘Reported Group’.

– the Group’s share of properties, or

entities, which are co-owned within joint

ventures or associates that are under the

Group’s day-to-day management. Under

IFRS each are included in separate line

items in the income statement (‘Share of

results of joint ventures’/’Share of results

of associates’) and balance sheet

(‘Investment in joint ventures’/’Investment

in associates’). The Group’s share of

results and net assets are labelled ‘Share

of Property interests’. Note, that for 2024

this only relates to the Group’s share of

joint ventures as the Group sold its sole

associate which it managed, Italie Deux,

in March 2023. The Group’s other

associate, Value Retail was separately

reported (see below).

The combination of properties within the

Reported Group and Share of Property

interests is labelled as the ‘Group portfolio’.

Prior to its disposal in September 2024,

management did not proportionally

consolidate the Group’s investment in Value

Retail. While the Group exercised significant

influence, and accounted for the investment

as an associated undertaking, Value Retail

was not under the Group’s management,

was independently financed and had

differing operating metrics to the Group’s

property portfolio. Accordingly, for both

IFRS and management accounting

purposes the results and financial

assets and liabilities were accounted for

separately, and it was excluded from the

Group’s proportionally consolidated key

metrics such as net debt or like-for-like

rental income growth.

If, in addition to IFRS figures, information

is disclosed under management’s reporting

basis in the Group’s financial statements it

is clearly labelled as being ‘proportionally

consolidated’. Further supporting analysis

and reconciliations between management

and IFRS bases are also included in this

Financial Review and in the Additional

Information section.

Value Retail impairment and disposal

On 22 July 2024, the Group announced it

had entered into a binding sale agreement

for the disposal of its entire interests in

Value Retail to L Catterton for cash

proceeds of €705m (£595m), or £584m

after transaction costs. This was a

transformational sale for the Group,

completed at an attractive price,

representing a 3.4% exit cash yield and

an EBITDA multiple of 24x.

At the 30 June 2024 interim balance sheet

date the Directors concluded that, given the

significant progress made towards agreeing

and signing the sale agreement, that a sale

was ‘highly probable’ and hence the Group’s

interests were judged to have met the

criteria outlined in IFRS 5 to be reclassified

to being ‘held for sale’ within current assets.

On reclassification to ‘held for sale’,

in accordance with IFRS 5, the Group’s

interests were remeasured to the lower

of the carrying amount and estimated fair

value less sale costs at completion, which

was expected in the second half of the

year. The fair value was based on the

contracted sale proceeds, less estimated

transaction costs, and the remeasurement

resulted in a £483m impairment loss

being recognised in the first half of the

year. Also, upon reclassification, equity

accounting ceased.

The sale completed on 18 September 2024,

and over the period between 30 June and

completion the impairment was reduced

by £11m, reflecting changes in foreign

exchange, distributions and the removal of

an allowance for potential tax associated

with the disposal. Further details are in note

9 to the financial statements.

In addition, the operations of Value Retail

represent a separate major line of the

business and therefore has been treated as

a discontinued operation. The results for

the current and prior financial periods have

been separately disclosed from the

continuing segments of the business.

“

2024 has been a decisive

year for the Group. We

enter 2025 as a reshaped

business with a transformed

capital structure.”

Himanshu Raja

Chief Financial Officer

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Derecognition of Highcross and O’Parinor

As explained in last year’s Financial Review,

during 2023, following the actions of the

secured lenders on Highcross and O’Parinor,

the Group no longer had joint control over

these two joint ventures and derecognised

its share of assets and liabilities. These two

joint ventures had a total of £125m of

borrowings secured against their individual

property interests, which were both

non-recourse to the Group.

For Highcross, there was no loss on

derecognition as the joint venture investment

had previously been fully impaired. For

O’Parinor, the derecognition resulted in a

£22m impairment charge recognised in 2023.

In February 2024, the lender on O’Parinor

subsequently sold the property held by the

joint venture. The Group did not receive any

recovery of its fully impaired joint venture

investment. As part of the disposal process,

the Group sold ancillary wholly-owned units

at the asset for £6m, which was in line with

the December 2023 book value.

Alternative performance measures

(‘APMs’)

The Group uses a number of APMs, being

financial measures not specified under

IFRS, to monitor the performance of the

business. Many of these measures are

based on the EPRA Best Practice

Recommendations (‘BPR’) reporting

framework which aims to improve the

transparency, comparability and relevance

of the published results of listed European

real estate companies. Key EPRA measures

include EPRA earnings and three EPRA net

asset metrics. In September 2024, EPRA

issued updated EPRA earnings guidelines

within its BPR. These included the addition

of two new adjustment categories relating

to funding structures and non-operating

and exceptional items. In relation to EPRA

earnings, the Group will adopt these new

guidelines for its next reporting period,

beginning 1 January 2025. Details on the

EPRA BPR can be found on www.epra.com

and the Group’s EPRA metrics are shown

in Table 1 of the Additional Information.

In addition to presenting the Group’s results

on an IFRS and EPRA basis, we also present

the results on a ‘Headline’ and ‘Adjusted’

basis. The former measure is calculated in

accordance with the requirements of the

Johannesburg Stock Exchange listing

requirements. The ‘Adjusted’ basis reflects

the underlying operations of the business

and is calculated on a proportionally

consolidated basis.

The Adjusted basis also excludes capital

and non-recurring items such as revaluation

movements, gains or losses on the disposal

of properties or investments, as well as

other items which the Directors do not

consider to be part of the day-to-day

operations of the business. Such items are

in the main reflective of those excluded for

EPRA earnings, but additionally exclude a

small number of ‘Company only’ adjusting

items which are deemed not to be reflective

of the normal routine operating activities

of the Group and have been applied

consistently in both accounting periods.

We believe that disclosing such non-IFRS

measures enables evaluation of the impact

of such items on results to facilitate a fuller

understanding of performance from period

to period.

For 2024, EPRA earnings were £86.1m

(2023: £102.8m). The Group had three

‘Company only’ adjusting items to EPRA

earnings totalling £12.9m (2023: £13.5m)

as follows:

– the inclusion of a credit of £7.5m

reflecting the Group’s share of Value

Retail’s Adjusted earnings over the

period from reclassification to an asset

held for sale on 30 June 2024 to the

date of disposal on 18 September 2024.

The adjustment, which is not recognised

under IFRS, as equity accounting ceased

on reclassification to held for sale, has

been calculated on a consistent basis

to when the investment in Value Retail

was accounted for as an associate.

See note 9 to the financial statements

for further details.

– the exclusion of a £4.9m charge

(2023: £13.2m) in respect of business

transformation costs as the Group

continues its implementation of strategic

change and refining its operating model.

For 2024, this charge principally

comprises digital transformation costs.

– the exclusion of a £0.5m one-off charge

associated with fees incurred on winding

up the Group’s principal defined benefit

pension scheme. See note 23 to the

financial statements for further details.

A reconciliation from loss for the year under

IFRS to Adjusted, EPRA and Headline

earnings is set out in note 10A to the

financial statements.

Other APMs used by the Group cover

key operational, balance sheet and credit

related metrics, including like-for-like

analysis, cost ratios, total accounting return,

net debt and associated credit metrics:

Net debt:EBITDA, gearing, loan to value and

interest cover. Reconciliations of these

APMs to the IFRS figures in the financial

statements are included in the Additional

Information section.

36 Hammerson plc Annual Report 2024

Strategic Report | Financial Review continued

Income statement

The table below sets out the reconciliation

of the Group’s Adjusted earnings of £99.0m

(2023: £116.3m) to the IFRS loss for the

year of £526.3m (2023: £51.4m loss). It also

splits the Group’s results between those

from wholly owned properties or entities, or

in joint operations, labelled the ‘Reported

Group’, and the Group’s share on a

proportionally consolidated basis of its joint

ventures and associates which are under

the Group’s management and labelled

‘Share of Property interests’.

In 2024, the Group’s IFRS loss increased

by £474.9m predominately due to the

impairment of the Group’s investment in

Value Retail associated with its disposal

in September 2024.

On an Adjusted basis, earnings decreased

by £17.3m to £99.0m (2023: £116.3m).

Gross rental income was £19.4m lower,

principally due to disposals over the

previous 24 months. Gross administration

costs were £8.0m, or 16%, lower reflecting

reduced headcount and corporate costs.

The Group’s share of Value Retail Adjusted

earnings reduced by £12.9m due to the

sale of the investment in September 2024.

This was offset by £13.6m lower Adjusted

net finance costs, reflecting reduced debt

levels and increased income from cash

deposits and derivatives benefiting from

the higher interest rate environment.

Further analysis of the Group’s results is set

out in note 2A to the financial statements

and details on reconciling items between

Adjusted earnings and IFRS loss are in note

10A to the financial statements.

Analysis of Adjusted earnings and IFRS loss for the year

Proportionally consolidated, including continuing

and discontinued operations Note

Reported

Group

£m

Share of

Property

interests

£m

2024

Tot al

£m

Reported

Group

£m

Share of

Property

interests

£m

2023

Total

£m

Change

£m

Adjusted earnings analysis:

Gross rental income

4 81.8 107.2 189.0 92.8 115.6 208.4 (19.4)

Net service charge expenses and cost of sales

5 (20.9) (22.1) (43.0) (17.0) (23.9) (40.9) (2.1)

Net rental income 60.9 85.1 146.0 75.8 91.7 167.5 (21.5)

Gross administration expenses

5A (43.5) – (43.5) (51.1) (0.4) (51.5) 8.0

Other income

4 10.7 0.3 11.0 14.9 – 14.9 (3.9)

Profit from operating activities 28.1 85.4 113.5 39.6 91.3 130.9 (17.4)

Value Retail earnings

9 19.2 – 19.2 32.1 – 32.1 (12.9)

Income from other investments 1.1 – 1.1 – – – 1.1

Operating profit 48.4 85.4 133.8 71.7 91.3 163.0 (29.2)

Net finance costs

6 (28.7) (3.6) (32.3) (41.1) (4.8) (45.9) 13.6

Tax charge

7 (2.5) – (2.5) (0.7) (0.1 ) (0.8) (1.7)

Adjusted earnings 17.2 81.8 99.0 29.9 86.4 116.3 (17.3)

Reconciliation to IFRS Loss for the year:

Revaluation losses – Group portfolio

12 (20.6) (70.8) (91.4) (45.2) (73.9) (119.1) 27.7

Revaluation losses – Value Retail

9 (24.9) – (24.9) (7.7) – (7.7) (17.2)

(Loss)/profit on sale of properties/joint ventures

8 (9.2) – (9.2) 1.3 (19.1) (17.8) 8.6

Impairment of joint venture

8 – – – (22.2) – (22.2) 22.2

Impairment of Value Retail

9 (471.9) – (471.9) – – – (471.9)

(Premium)/Discount on redemption of bonds

6 (25.5) – (25.5) 4.3 – 4.3 (29.8)

Business transformation costs

5A (4.9) – (4.9) (13.2) – (13.2) 8.3

Other

10A 4.7 (2.2) 2.5 9.9 (1.9) 8.0 (5.5)

IFRS Loss for the year (535.1) 8.8 (526.3) (42.9) (8.5) (51.4) (474.9)

(Loss)/earnings per share

pence pence pence

Basic 11B (106.0) (10.3) (95.7)

Adjusted

11B 19.9 23.4 (3.5)

1 Note references are to notes to the financial statements.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Rental income

Analysis of rental income

Proportionally consolidated

Gross rental

income

£m

Change in

like-for-like

Adjusted

net rental

income

£m

Change in

like-for-like

Year ended 31 December 2023 208.4 167.5

Like-for-like income change:

— UK (0.1) (0.1)% (0.2) (0.5)%

— France 4.0 7.8% 1.8 4.2%

— Ireland (1.3) (3.4)% (2.3) (6.3)%

Group like-for-like income change 2.6

1.6%

(0.7)

(0.5)%

Disposals (21.3) (15.9)

Acquisitions 2.5 1.7

Developments and other (0.5) (4.2)

Foreign exchange (2.7) (2.4)

Year ended 31 December 2024 189.0 146.0

Gross rental income

Like-for-like gross rental income increased

by £2.6m, or 1.6% in 2024. As anticipated at

the time of the 2023 results announcement,

UK GRI was adversely impacted by the

significant repositioning works ongoing at

Cabot Circus and The Oracle. Excluding

these assets, GRI growth for the Group

was 3.0%, or for the remaining UK flagship

assets was 3.1%, with the strongest growth

at Westquay at 5.8%. In France, GRI was

£4m, or 7.8% higher, with growth from

indexation and lease renewals at Les

Terrasses du Port. In Ireland, GRI was 3.4%

lower, with a reduction in base rent in 2024

associated with occupier mix changes at

Dundrum and the renewal of an over-rented

anchor store at Ilac.

Disposals reduced income by £21.3m,

principally Union Square in 2024 and Italie

Deux and O’Parinor in 2023. This was

partly offset by £2.5m of income from the

acquisition of our JV partners’ 50% interest

in Westquay in November 2024.

Finally, year-on-year GRI was adversely

impacted by foreign exchange movements

totalling £2.7m and lower income from our

Developments and other portfolio of £0.5m.

Adjusted net rental income

Group like-for-like adjusted net rental

income was £0.7m, or -0.5% lower. As

with like-for-like GRI, NRI was impacted

by repositioning works. Excluding Cabot

Circus and The Oracle, the rest of the

portfolio grew by 0.2%, or 1.4% for the

UK. In France, like-for-like NRI was 4.2%

higher. This was driven by the strong GRI

performance, partly offset by the impact of

occupier failure in the first half of the year,

predominately at Les 3 Fontaines. Ireland

NRI was -6.3%, due to the lower GRI and

a strong comparative in 2023 which

benefited from bad debt reversals as

collection rates improved.

For FY24, the flagship like-for-like NRI:GRI

ratio was 82%, with UK at 78%, France

at 82% and Ireland, the highest, at 88%.

This ratio will improve as repositioning

works are completed and further leasing

increases occupancy.

Disposals reduced adjusted NRI by £15.9m,

partly offset by £1.7m of income in the final

quarter of the year from the 50%

acquisition of Westquay.

NRI from our Developments and other

portfolio was £4.2m lower. Key factors were

reduced income from Martineau Galleries

as we actively position the project for future

development and a rent settlement received

in 2023 in relation to the Les 3 Fontaines

extension project. Adverse foreign exchange

also reduced NRI by £2.4m.

Further analysis of gross and net rental

income by segment is provided note 3 to

the financial statements and in Tables 3

and 4 of the Additional Information.

Passing rent

At 31 December 2024, the Group’s passing

rent totalled £182.4m (2023: £187.8m), the

reduction due principally to the disposal of

Union Square in March.

On a like-for-like basis, flagship passing

rent was up 1.5%. In the UK and France

passing rent grew by 1.3% and 4.2%

respectively. In Ireland, consistent with the

GRI performance, passing rent fell by 1.6%.

Analysis of rental income by ownership

Rental income is further analysed below between the Group’s various ownerships.

2024 2023

Share of Property interests

Reported

Group

£m

Share of

Property

interests

£m

Tot al

£m

Reported

Group

£m

Joint

ventures

£m

Associates

£m

Subtotal

£m

Total

£m

Gross rental income 81.8 107.2 189.0 92.8 114.4 1.2 115.6 208.4

Net service charge expenses and cost of sales (20.9) (22.1) (43.0) (17.2) (24.0) – (24.0) (41.2)

Net rental income 60.9 85.1 146.0 75.6 90.4 1.2 91.6 167.2

Change in provision for amounts not yet recognised

in the income statement – – – 0.2 0.1 – 0.1 0.3

Adjusted net rental income 60.9 85.1 146.0 75.8 90.5 1.2 91.7 167.5

The like-for-like GRI and NRI performance of the Reported Group was 5.2% and 2.5% respectively, with the strong performance from

the Group’s two wholly owned French assets being partly offset by the performance of the two joint operations in Ireland.

38 Hammerson plc Annual Report 2024

Strategic Report | Financial Review continued

Administration expenses

Proportionally consolidated

2024

£m

2023

£m

Employee costs 28.7 35.3

Other corporate costs 14.8 16.2

Adjusted gross administration costs 43.5 51.5

Property fee income (6.3) (8.4)

Joint venture and associate management fee income (4.7) (6.5)

Other income (11.0) (14.9)

Adjusted net administration expenses 32.5 36.6

Business transformation costs 4.9 13.2

Total net administration expenses 37.4 49.8

During 2024, Adjusted gross administration

expenses decreased by £8.0m, or 16%

compared to 2023. This reflected the

Group’s continued focus on cost reduction.

This reduction was comfortably ahead of

our 10% target. Since FY20 we have

reduced gross administration costs by

£24.3m, or 36%.

The most significant elements of the cost

reduction in the year were:

– employee costs which were £6.6m (19%)

lower reflecting the organisational

restructuring and simplification of the

Group’s operating model.

– average headcount, excluding employees

recharged to occupiers, reduced from

175 in 2023 to 134 in 2024.

– other corporate costs, comprising mainly

professional fees, premises and IT-

related costs, fell by £1.4m (9%). The two

most significant areas of savings were

premises costs of £0.9m, with the French

team moving to smaller offices; and a

decrease of £0.4m in corporate insurances,

with the most significant reduction being

in Directors’ and Officers’ insurance

premiums reflecting the Group’s

strengthened financial position.

Business transformation costs of £4.9m

in 2024 comprised mainly IT-related costs

for contractors and consultants to deliver

the Group’s digitalisation and automation

programme. These activities were one of

the key workstreams of the Group’s strategic

and operational review undertaken in 2021

and hence do not reflect underlying trading

and have been excluded from the Group’s

Adjusted earnings. This transformation

programme is due to complete in 2025.

Other income, from property management

fees and joint venture management fees

was £3.9m lower in 2024. This reduction

was due to lost fee income from disposals,

particularly in France, over the last two years.

Loss on sale of properties

In the first half of the year, we realised cash

proceeds of £117m from property disposals,

with £111m raised from the sale of Union

Square, Aberdeen and £6m raised from

the disposal of ancillary units at O’Parinor.

These two disposals were at an average

8% discount (based on cash proceeds) to

31 December 2023 book value. After taking

account of selling costs, the total loss from

disposals for the year was £9m (2022:

£18m loss).

The sale of Union Square completed

the Group’s £500m non-core disposal

programme started in 2022. In total since

FY20, including Value Retail, we have raised

cash proceeds from disposals of £1.5bn to

reshape the portfolio and strengthen the

balance sheet.

Share of results of joint ventures

A listing of our interests in joint ventures

is included in note 13A to the financial

statements. On an IFRS basis, the Group’s

share of results in 2024 was £8.8m

(2023: £9.4m).

On an Adjusted basis, our share of results

from joint ventures was £81.8m (2023:

£86.4m). The £4.6m year-on-year reduction

was principally due to the disposal of the

Group’s investments in Croydon and the

derecognition of O’Parinor both in 2023.

Given that four out of five of our UK

flagship destinations and Dundrum, the

largest asset of our Ireland flagships, are

held in joint ventures, the financial and

operating performance of these assets

is consistent with the proportionally

consolidated performance explained in

this Financial Review and shown in the

Additional Information.

Value Retail – Discontinued operations

As explained in the Presentation of

Financial Information section on page 35,

due to the disposal in September 2024 of

the Group’s investment in Value Retail for

cash proceeds of €705m (£595m), the

Group’s share of results for Value Retail

for both 2024 and 2023 have been

re-presented as ‘Discontinued operations’.

On an IFRS basis, the loss from

discontinued operations was £481.5m

in 2024 (2023: £14.8m profit). This loss

principally reflected the net £472m

impairment charge recognised against

the carrying value of Value Retail when it

was reclassified to an ‘asset held for sale’

in June 2024. In addition, the Group’s share

of Value Retail’s property portfolio suffered

a revaluation loss of £25m in the first half

of the year.

On an Adjusted basis, our share of Value

Retail’s results up until the date of sale was

£19.2m, £12.9m lower than in 2023.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Net finance costs

2024 2023

Proportionally consolidated

Reported

Group

£m

Share of

Property

interests

£m

Tot al

£m

Reported

Group

£m

Share of

Property

interests

£m

Total

£m

Adjusted finance income 40.0 4.8 44.8 30.9 4.1 35.0

Adjusted finance costs (68.7) (8.4) (77.1) (72.0) (8.9) (80.9)

Adjusted net finance costs (28.7) (3.6) (32.3) (41.1) (4.8) (45.9)

(Premium)/Discount on redemption of bonds (25.5) – (25.5) 4.3 – 4.3

Change in fair value of derivatives (1.2) (2.2) (3.4) 0.7 (1.8) (1.1)

IFRS net finance costs (55.4) (5.8) (61.2) (36.1) (6.6) (42.7)

Adjusted net finance costs were £32.3m,

a decrease of £13.6m, or 30%, compared

with 2023. The decrease was driven by

the benefits of deleveraging since the start

of 2023, early repayment of debt utilising

proceeds from disposals, and higher

interest income from cash deposits and

derivatives benefiting from the higher

interest rate environment.

In October 2024, we issued a £400m

5.875% bond maturing in 2036. The

proceeds were used to repurchase, via a

tender offer, £411.6m of the Group’s bonds,

comprising £168.4m of 6.0% bonds

maturing in 2026 and £243.2m of 7.25%

bonds maturing in 2028. This combined

refinancing activity reduced net finance

costs by £3.6m per annum and increased

the Group’s weighted average debt maturity

by 2.3 years, such that it was 4.7 years at

31 December 2024.

The repurchase resulted in a redemption

premium of £25.5m which, as per EPRA

guidelines, has been excluded from the

Group’s Adjusted earnings.

Tax

Due to the Group having tax exempt status

in its operating countries the tax charge,

on a proportionally consolidated basis,

remained low at £2.5m (2023: £0.8m).

The £1.7m year-on-year increase was due

to the Group’s high level of interest income

on heightened cash reserves, which could

not be fully sheltered from tax under the

REIT rules.

The tax charge reflects that the Group

benefits from being a UK REIT and French

SIIC with its Irish assets being held in a

QIAIF. The Group is committed to remaining

in these tax exempt regimes and further

details on these regimes are given in note 7

to the financial statements. In order to satisfy

the REIT conditions, the Company is

required, on an annual basis, to pass

certain business tests. The Group is

expected to meet all requirements for

maintaining its REIT status for the year

ended 31 December 2024.

Dividends

Following the disposal of Value Retail, the

Board announced a new policy to increase

the Group’s payout ratio for Adjusted

earnings from 60–70% to a new sustainable

dividend policy of 80–85%.

In line with this new policy, the Board is

recommending a final 2024 cash dividend

of 8.07p per share. Subject to approval by

shareholders at the 2025 AGM, the final

dividend is payable as an ordinary dividend

on 3 June 2025 to shareholders on the

When combined with the interim cash

dividend of 7.56p per share paid in

September as a PID, the total 2024 dividend

per share is 15.63p, a 0.63p (4.2%) increase

on 2023.

Share buyback

Following the sale of Value Retail, the

Company announced the commencement,

on 16 October 2024, of a share buyback

programme of up to £140m.

In 2024, 7.0m shares were repurchased and

cancelled under the programme for total

consideration of £20.9m.

40 Hammerson plc Annual Report 2024

Strategic Report | Financial Review continued

Net assets

A detailed analysis of the balance sheet on a proportionally consolidated basis is set out in note 2B to the financial statements with

a summary reconciling to EPRA NTA set out in the table below:

2024 2023

Summary net assets, proportionally consolidated

Reported

Group

£m

Share of

Property

interests

£m

EPRA

adjustments

£m

EPRA NTA

£m

Reported

Group

£m

Share of

Property

interests

£m

EPRA

adjustments

£m

EPRA NTA

£m

Investment properties 1,487 1,172 – 2,659 1,396 1,380 – 2,776

Investment in joint ventures 1,088 (1,088) – – 1,193 (1,193) – –

Investment in associates – Value Retail – – – – 1,115 – 79 1,194

Trade receivables 33 18 – 51 28 15 – 43

Net debt

(734) (65) 4 (795) (1,163) (163) – (1,326)

Other net liabilities (53) (37) – (90) (106) (39) – (145)

Net assets 1,821 – 4 1,825 2,463 – 79 2,542

EPRA NTA per share

£3.70 £5.08

1 See Table 12 in Additional Information for further details.

2 EPRA adjustments in accordance with EPRA best practice, principally in relation to deferred tax and fair value of derivatives, as shown in note 10B to the financial

statements. 2023 EPRA NTA per share restated for 1 for 10 share consolidation.

During 2024, IFRS net assets reduced by £642m to £1,821m (2023: £2,463m). Net assets, calculated on an EPRA Net Tangible Assets

(‘NTA’) basis, were £1,825m, or £3.70 per share, a reduction of £1.38 compared to 31 December 2023 and is equivalent to a total

accounting return of –24.2% (see Table 21 in Additional Information). The key components of the movement in Reported Group net

assets and EPRA NTA are shown in the table below:

Movement in net assets

Proportionally consolidated

IFRS

net assets

£m

EPRA

adjustments

£m

EPRA NTA

£m

EPRA NTA

per share

1 January 2024 2,463 79 2,542 5.08

Property revaluation – Group portfolio (91) – (91) (0.18)

Adjusted earnings 99 – 99 0.20

Value Retail – Impairment losses on disposal of Value Retail (472) (79) (551) (1.11)

– Revaluation losses (25) – (25) (0.05)

Loss on sale of properties (9) – (9) (0.02)

Premium on redemption of bonds (26) – (26) (0.05)

Dividends (77) – (77) (0.15)

Share buyback (21) – (21) 0.01

Foreign exchange and other movements (20) 4 (16) (0.03)

31 December 2024 1,821 4 1,825 3.70

1 Reflects accretion associated with the Group’s share buyback programme launched in October 2024.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Property portfolio analysis

Movements in property valuation

Proportionally consolidated

£m

France

£m

Ireland

£m

Flagship

destinations

£m

Developments

and other

£m

Group

portfolio

£m

At 1 January 2024 863 1,003 630 2,496 280 2,776

Foreign exchange losses – (47) (27) (74) (5) (79)

Acquisitions 141 – – 141 – 141

Disposals (122) (6) – (128) – (128)

Yield 4 – (80) (76) – (76)

Income 13 4 (3) 14 1 15

Development and other costs – – – – (30) (30)

Revaluation gains/(losses) 17 4 (83) (62) (29) (91)

Capital expenditure 16 10 2 28 12 40

At 31 December 2024 915 964 522 2,401 258 2,659

At 31 December 2024, the Group’s portfolio

was valued at £2,659m (2023: £2,776m).

The acquisition of Westquay for £141m,

including costs, was offset by the impact

from disposals of £128m, principally Union

Square, and foreign exchange translation

losses of £79m. On a like-for-like basis,

UK values were up 4.2%, France was

1.5% higher, while Ireland values were

13.3% lower.

Further valuation analysis is included in

Table 9 of the Additional Information.

Revaluation gains/(losses)

UK flagships reported a £17m gain. Yields

were broadly flat, although Westquay saw

a 10bp inward movement post acquisition,

equivalent to £4m. The strong leasing

performance saw ERVs marked up and

produced a £13m gain.

In France, we achieved a revaluation gain

of £4m, all from increased ERVs as yields

were unchanged. Ireland reported a £83m

revaluation loss, with £80m due to outward

yield shift of 90bps. The valuers cited the

sale of Blanchardstown as the key

transaction providing the evidence for

higher yields.

The Developments and other portfolio

recorded a £29m revaluation loss. Grand

Central suffered the most significant

reduction of £11m associated with an

allowance for future repair works at the

asset. Martineau Galleries in Birmingham

recorded a £6m writedown as the valuers

updated forecast yields for the future office

element of the scheme. The remainder of

the loss was due to subdued land prices

and additional project costs being factored

into residual appraisals.

In total, we recognised a portfolio

revaluation loss of £91m in 2024.

Capital expenditure

Capital expenditure totalled £40m in 2024,

of which £28m was on the Flagship portfolio

reflecting repositioning and reconfiguration

works. In the UK, we are repositioning

Cabot Circus with the former House of

Fraser department store let to M&S and

the vacant cinema being reconfigured into

a new right-sized Odeon cinema with the

remaining space reconfigured for exciting

new leisure offers. At The Oracle, the

former House of Fraser store is being split

into three new units. Two of these units

have been let to Hollywood Bowl and TK

Maxx and we are in advanced discussions

on the final unit.

£10m was invested in our two French

destinations to support the strong leasing

performance and refresh Les Terrasses du

Port, which celebrated its 10th anniversary

in May. £12m was invested in our

Developments and other portfolio, the

majority (£9m) was spent on the on-site

development of the Ironworks residential

scheme at Dundrum which topped-out in

October ahead of its official sales launch

later in 2025. The remaining expenditure

was focused on initiatives to progress

masterplanning and planning permissions

on projects integral to our destinations.

Table 10 in Additional information analyses

the spend between the creation of

additional area and that relating to the

enhancement of existing space.

External valuers

During 2024, the Group’s external

valuations continue to be conducted by

CBRE Limited (‘CBRE’), Cushman and

Wakefield DTL Limited (‘C&W’) and Jones

Lang LaSalle Limited (‘JLL’), providing

diversification of valuation expertise across

the Group. At 31 December 2024 the

majority of our UK flagship destinations

have been valued by JLL and CBRE, the

French portfolio by JLL, and the Irish

portfolio and Brent Cross have been

valued by C&W. This is unchanged from

31 December 2023.

The Board has decided to change valuers

for a number of the Group’s properties with

effect from 1 January 2025. These changes

ensure compliance with RICS new

mandatory rotation rules and demonstrate

good governance.

In 2024, the Group’s investment markets

continued to polarise. Key areas of

differentiation were asset quality in terms

of occupier and customer demand, and

future capital expenditure requirements.

There have been an increased number

of shopping centre transactions over the

course of the year. The valuers cited key

deals influencing their yield judgements as

the bids on St. James Quarter, Edinburgh;

the 50% transaction of Centre MK, Milton

Keynes; Landsecs’ acquisition of Liverpool

ONE; URW’s sale of a minority stake in

Forum des Halles in Paris; and the Goldman

Sachs’ sale of Blanchardstown, Dublin.

Like-for-like ERVs grew by 1.8% during

2024 with the UK achieving the highest

uplift at 2.3%. There was strong alignment

between ERV growth and investment in

the form of recent or ongoing repurposing

and repositioning, with the strongest

growth at Bullring and Cabot Circus.

In 2024, we signed 127 permanent leases

across the UK portfolio at an average net

effective rent 20% above prevailing ERVs.

Like-for-like ERV

Flagship destinations

2024

2023

UK 2.3 1.8

France 1.9 2.5

Ireland 0.8 0.2

1.8 1.7

1 Calculated on a constant currency basis for

properties owned throughout the relevant

reporting period.

42 Hammerson plc Annual Report 2024

Strategic Report | Financial Review continued

ERVs in France grew by 1.9%, driven by

indexation and leasing demand at both of

our two wholly owned assets. At Les

Terrasses du Port we have completed 95%

of the lease renewals which fell due in May

2024, the 10th anniversary of the destination

opening. The new deals have been signed

at an average of 5% above ERV and 3%

above the previous passing rent.

In Ireland, ERVs were up 0.8%. The lower

vacancy levels in the Irish portfolio can

mean that it is more challenging to provide

multiple sources of evidence for the valuers

to mark up ERVs. Nonetheless, we signed

37 permanent leases at an average net

effective rent 9% above prevailing ERVs.

We also have a strong leasing pipeline,

particularly at Dundrum which has

benefited from recent investment, the most

significant project being the opening of

Brown Thomas in the former House of

Fraser unit in February 2023.

Property returns analysis

The Group portfolio generated a total

property return of 2.1%, comprising an

income return of 5.7% partly offset by

a capital return of -3.4%. The split by

portfolio is shown in the table below.

2024

Proportionally consolidated

France

Ireland

Flagship

destinations

Developments

and other

Group

portfolio

Income return 7.9 4.5 6.0 6.0 2.9 5.7

Capital return 0.8 0.5 (13.4) (3.0) (7.0) (3.4)

Total return 8.7 5.1 (8.1) 2.9 (4.3) 2.1

Shareholder returns analysis

Total shareholder return over period

Tot al

shareholder

return

Cash basis

Tot al

shareholder

return

Scrip basis

Benchmark

One year 3.9 n/a (15.8)

Four years 25.8 64.5 (27.0)

1 Cash and scrip bases represent the return assuming investors opted for either cash or scrip dividends with the assumption that those opting for scrip dividends

continued to hold the additional shares issued.

2 Benchmark is the FTSE EPRA/NAREIT UK index.

The Group’s total shareholder return in

2024 was 3.9%, outperforming the FTSE

EPRA/NAREIT UK index which fell by

-15.8%. Over four years, the Group also

strongly outperformed the benchmark of

-27.0% with absolute total shareholder

returns of 25.8% and 64.5% on a cash

and scrip basis, respectively.

Investment in joint ventures and associates

Details of the Group’s joint ventures are

shown in note 13 to the financial

statements. The Group’s only associate,

Value Retail, was sold in September 2024.

During the year, our investment in joint

ventures decreased by £105m to £1,088m

(2023: £1,193m). The Group’s acquisition

of the 50% joint venture stake in Westquay

in November reduced the investment by

£142m. Revaluation losses were £71m,

principally relating to Dundrum, Dublin which

suffered a 90bp outward yield shift in 2024.

Cash distributions to the Group were £38m.

These reductions were then partly offset by

the Group’s share of Adjusted earnings of

£82m and capital investment of £85m in

relation to the refinancing of the Dundrum

secured loan.

Trade receivables

Collection rates remained high over the

course of the year such that 97% of the

rental income due in 2024 (as at

20 February 2025) has been collected.

On a proportionally consolidated basis,

net trade receivables at 31 December 2024

were £51m (2023: £41m), reflecting gross

trade receivables of £67m (2023: £60m)

against which a provision of £16m (2023:

£19m) has been applied.

Pensions

In June 2024, the Group’s UK defined

benefit scheme (the ‘Scheme’) was

wound up. This followed the purchase of

a bulk annuity policy (‘buy-in’) in December

2022 with Just Retirement Limited to fully

insure all future payments to members

of the Scheme.

The Trustees of the Scheme triggered the

winding-up of the Scheme in December

2023 allowing the Company to terminate

its liability to make further contributions to

the Scheme. In the first half of 2024, the

Trustees completed the assignment of the

bulk annuity policy to individual Scheme

members and transferred the administration

to Just Retirement Limited.

The winding up process resulted in a cost

of £0.5m, which, given the one-off nature

of this action has been excluded from the

Group’s Adjusted earnings.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Financing overview

In 2024, net debt reduced by 40% to

£799m at 31 December 2024 driven by

disposal proceeds, the most significant

being from the transformational sale of

Value Retail for €705m (£595m). This

strengthened the Group’s financial position

and we achieved improved credit ratings

from Moody’s and Fitch. At 31 December

2024, net debt:EBITDA was 5.8x (2023:

8.0x) and LTV was 30% (2023: 34%).

At 31 December 2024, net debt comprised

loans of £1,615m, less the fair value of

currency swaps of £2m and cash and cash

equivalents of £814m, of which £738m

is held by the Reported Group. Liquidity

totalled £1,417m (2023: £1,225m)

comprising cash and unutilised committed

credit facilities.

Key financing activity in the year included:

– in January, we repaid £109m of maturing

senior notes from existing cash balances.

– in March, we obtained lender consent to

extend £463m of the Group’s revolving

credit facilities by one year such that

they now mature in 2027.

– in April, we entered into £338m of

interest rate swaps to lock in finance

income at an average rate of 4.7%

on cash deposits matching the value

of bonds maturing in October 2025.

– in August, we arranged a €350m

(Group’s 50% share €175m) secured loan

to refinance the maturing loan held by

the Dundrum joint venture. The new loan

matures in 2031 with an all-in cost of

5.4% and is non-recourse to the Group.

– in October, we issued £400m of 5.875%

bonds maturing in 2036. The issue

commanded strong demand, with a peak

order book in excess of £2.6bn, equivalent

to seven times the final issue. The new

issue proceeds were used to repurchase,

via tender, £411.6m of the Group’s bonds

at an average interest rate of 7.1%. The

repurchased bonds comprised £168.4m

of 6% bonds maturing in 2026 and

£243.2m of 7.25% bonds maturing in

2028. The combined refinancing resulted

in an net interest saving of £3.6m p.a. and

increased the Group’s average debt

maturity by 2.3 years, such that it was

4.7 years at 31 December 2024.

Financing strategy

The Group is committed to maintaining a

sustainable and resilient capital structure

with an Investment Grade credit rating. Our

financing strategy is to borrow predominantly

on an unsecured basis to maintain flexibility.

Secured loans are occasionally used,

principally in conjunction with joint venture

partners. We ensure that all secured debt

is non-recourse to the rest of the Group.

The Group’s debt is arranged to maintain

access to short-term liquidity and long-term

financing. Short-term liquidity is principally

through syndicated revolving credit facilities.

Long-term debt comprises the Group’s fixed

rate unsecured bonds and private placement

senior notes. Acquisitions may initially be

financed using short-term funds before

being refinanced with longer-term funding

depending on the Group’s financing position

in terms of maturities, future commitments

or disposals, and market conditions.

Derivative financial instruments are used to

manage exposure to fluctuations in foreign

currency exchange rates and interest rates

but are not employed for speculative purposes.

The Board regularly reviews the Group’s

financing strategy and approves financing

guidelines against which it monitors the

Group’s financial structure. Where there

is any non-compliance with the guidelines,

this should not be for an extended period.

Financing and cash flow

Key financial metrics

Proportionally consolidated unless otherwise stated

Calculation

(References

to Additional

Information) 2024 2023

Net debt Table 12 £799m £1,326m

Liquidity £1,417m £1,225m

Weighted average interest rate – net debt 2.0% 2.4%

Weighted average interest rate – gross debt 3.5% 3.3%

Weighted average maturity of debt 4.7 years 2.5 years

FX hedging 90% 91%

Net debt:EBITDA

Table 14 5.8x 8.0x

Loan to value

Table 17 30% 34%

Loan to value – Full proportional consolidation (of Value Retail)

Table 17 30% 44%

Fixed rate debt as a proportion of total debt 100% 84%

Metrics with associated financial covenants Covenant

Interest cover ≥ 1.25x Table 15 5.03x 3.91x

Gearing – Bonds maturing in 2025, 2027 and 2036 ≤ 175%

Table 16 45% 55%

– Bonds maturing in 2026 and 2028, senior notes and revolving credit facilities ≤ 150%

Table 16 45% 55%

Unencumbered asset ratio – Senior notes only ≥ 1.5x

Table 19 3.23x 2.04x

Secured debt/equity shareholders’ funds – All bonds, senior notes and revolving credit facilities ≤50% 8% 11%

1 Up until the sale of Value Retail in September 2024, the ‘loan’ included the Group’s share of Value Retail’s net debt and ‘value’ included the Group’s share of Value

Retail’s values. At 31 December 2024, this metric is the same as Loan to Value.

44 Hammerson plc Annual Report 2024

Strategic Report | Financial Review continued

Managing foreign exchange exposure

The Group’s exposure to foreign exchange

translation differences on euro-

denominated assets is managed through

a combination of euro borrowings and

derivatives. At 31 December 2024, the

value of euro-denominated liabilities as

a proportion of the value of euro-

denominated assets was 90% (2023: 91%).

Interest on euro-denominated debt also

acts as a partial hedge against exchange

differences arising on net income from our

overseas operations. Sterling strengthened

against the euro during the year by 5%.

Borrowings and covenants

The terms of the Group’s unsecured

borrowings contain a number of covenants

which provide protection to the lenders and

bondholders as set out in the Key financial

metrics table above. At 31 December 2024,

the Group had significant headroom against

these metrics.

In addition, Dundrum’s secured debt

facility contains specific covenants on

loan to value and interest cover. Again, at

31 December 2024, there was significant

covenant headroom and there is no

recourse to the Group.

Credit ratings

Following the disposal of Value Retail in

September 2024, Moody’s upgraded the

Group’s investment grade long-term debt

rating from Baa3 to Baa2. Fitch improved

the outlook on their BBB issuer default

rating (senior unsecured debt rating at

BBB+) from stable to positive.

Cash flow and net debt

Proportionally consolidated net debt

Movement in proportionally consolidated net debt, £m

Opening

net debt

1 January

2024

Cash

generated

from

operations

Exchange

and other

1,400

1,300

1,200

1,100

900

400

600

500

700

800

1,000

Value

Retail

disposal

Other

disposals

Value

Retail

distributions

Capital

expenditure

buyback

Westquay

acquisition

Net

interest

(incl. redemption

premium)

Dividends Closing

net debt

31 December

2024

1,326

(584)

(117)

(102)

(62)

(19)

141

799

On a proportionally consolidated basis, net debt decreased by 40% to £799m (2023: £1,326m).

The Value Retail disposal raised £584m of net proceeds, with other disposals, principally Union Square, raising a further £117m. Cash

generated from operations of £102m comprised profit from operating activities of £109m less a net £7m reduction in working capital and

other non-cash items. We also received £19m of distributions from Value Retail in the year.

These cash inflows were partly offset by £141m for the acquisition of the 50% stake in Westquay, £83m of cash dividends paid in the

year, £47m of capital expenditure and £65m relating to a £26m premium paid on the redemption of £412m bonds and £39m of net

interest payments.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Debt and facility profile

Maturity profile of loans and facilities

Proportionally consolidated at 31 December 2024, £m

1,000

800

600

400

200

2025 2026 2028 2029 20302027 20362031

463.0

4.8

392.1

57.9

43.1

337.8

139.4

55.7

10.5

141.2

574.1

Sterling bonds

Maturities covered

by existing cash

Euro bonds Senior notes Secured debt

Unutilised facilities

The Group’s weighted average maturity of debt is 4.7 years (2023: 2.5 years). As at 31 December 2024, the unsecured bonds maturing

in 2025 and 2026 and senior notes maturing in 2026, totalling £438.8m, are fully covered by existing cash within the Group.

Maturity analysis of loans and reconciliation to net debt

Loan Maturity

2024

£m

2023

£m

Sterling bonds 2025–2036 828.7 840.6

Sustainability-linked eurobond 2027 574.1 600.8

Unamortised facility fees 2026–2027 (1.8) (2.2)

Senior notes (private placements) 2026–2031 73.2 185.3

Total loans – Reported Group 1,474.2 1,624.5

Secured borrowing

2031 141.2 260.0

Total loans – proportionally consolidated 1,615.4 1,884.5

Cash and cash equivalents (814.2) (569.6)

Fair value of currency swaps (2.2) 11.4

Net debt – proportionally consolidated 799.0 1,326.3

1 Maturity for loans at 31 December 2024.

2 Secured loan held by Dundrum joint venture.

46 Hammerson plc Annual Report 2024

Strategic Report | Financial Review continued

Our Colleagues

In 2025, we plan to build on our

momentum, including:

– Colleague survey – latest polling of our

colleagues through a dedicated survey,

which had an increased Group-wide

participation rate of 93% and an

extensive programme of follow-up

workshops focused on colleague-led

actions to improve engagement.

– Improved HR system – designed to

further improve colleague information-

sharing, data management, learning and

development, and reporting in a new,

user-friendly digital system.

Equality, Diversity & Inclusion

The most successful businesses from both

a colleague and value creation perspective

are those that champion diversity. It delivers

greater innovation and a deeper understanding

of customers and brand partners, resulting

in higher organisational performance.

Continuing our journey to shape a more

diverse and inclusive culture at Hammerson

is a priority for both the Group Executive

Committee (‘GEC’) and the Board. We are

committed to accelerating progress in this

important area and our work over the past

12 months continues to shape our colleague

and ED&I strategy.

We are committed to building a high

performance, motivated and inclusive

culture where colleagues can thrive.

We have established a highly skilled

and driven talent base to support our

growth plans. We achieved strong

levels of engagement with colleagues

around our ongoing business delivery,

and we were proud to drive further

progress across all aspects of Equality,

Diversity & Inclusion (‘ED&I’).

Agile and future-fit

With a clear business strategy and growth

plan in place, our colleagues are driven to

deliver value for all the Group’s stakeholders.

This is underpinned by our purpose to

create outstanding experiences at our city

destinations. During 2024, we continued to

invest in our people who bring together the

skills, experiences and ways of working to

help propel our organisation forward.

Our headcount continued to reduce

in 2024 to 125 vs 164 in 2023 as we

completed the transformation of the

organisation. Benefits of restructuring in

prior years emerged strongly during the

year. The Group’s successfully adopted

operating model allowed colleagues to

focus on asset management and value

creation, while non-core functions were

delivered by specialist partners, including

property management, in the UK, Ireland

and France.

Simultaneously, colleagues were able to

adopt and benefit from multi year investment

in technology and automation to drive smart

and data-enriched work processes. This

has helped to further improve collaboration,

draw out insights and speed up activity

across the Group.

We also further invested in our people

during 2024, through training, new ways of

engaging with colleagues, making further

progress on Equality, Diversity, & Inclusion

(‘ED&I’), and introducing our first annual

awards for colleagues as reward and

recognition practices continued to improve.

Everything we do for colleagues is

outcome-focussed. The combination of

our activities across operations, investing

in technology and developing our

colleagues has enabled positive impacts

to Hammerson’s delivery, from financial

processes and asset management to

leasing, placemaking and ESG.

Culture of continuous improvement

As well as benefiting from the updated

operating model, 2024 was about driving

a culture of continuous improvements

across every aspect of Hammerson. Key to

unlocking this has been a strong emphasis

on leadership and colleague engagement,

underpinned by a focus on high performance.

Operational and financial progress was

driven by clear targets, first set by the

Board and translated into a full cascade

of team and personal goals. These were

monitored during the year with formal

personal reviews undertaken at both the

mid and full year.

Our proactive approach in 2024 helped

our business maintain its edge and deliver

value to our stakeholders. Importantly, it

has ensured the organisation is prepared

for the future, to deliver our growth strategy

and be responsive to future change.

Examples of engagement in 2024 include:

– Monthly Squad meetings – increased

engagement through regular, all-

colleague events where we share

information and business updates,

celebrate successes and drive our

performance and culture.

– Colleague Forum – regular meetings to

give colleagues a voice with the senior

leadership team, attended by CEO,

Rita-Rose Gagné and our nominated

Non-executive Director for Colleague

Engagement, Carol Welch.

– Employee awards – colleague awards

event to recognise contribution to our

business success and alignment to

our values.

Giving Back Day at Open Age

Read more on our Engagement with

colleagues in Our Stakeholder section:

page 29

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Strategic Report | Our Colleagues

Since their formation, our Affinity Network,

with leads for LGBTQ+, Race & Ethnicity,

Women, and Wellbeing have made great

strides in raising awareness, creating

conversations and highlighting educational

resources, sharing personal stories and

support around these important topics.

Events during 2024 focused on increasing

awareness and understanding of the unique

challenges faced by our diverse colleague

base. These included events focused on

Pride and the LGBTQ+ community, Black

History Month, Diwali, Vaisakhi, Wellbeing

and Equality.

We continue to welcome and fully consider

all employment applications irrespective of

gender, race, ethnicity, religion, age, sexual

orientation or disability. Support also exists

for colleagues who become disabled to

continue in their employment or to be

retrained for other suitable roles. Training,

career development and promotion

opportunities are equally applied for all

our employees, regardless of disability.

Looking forward, Hammerson will continue

to support the development of management,

built around diverse teams, while increasing

diversity through recruitment and

promotions processes.

Gender representation (as at 31 December 2024)

2024 2023

Female Male Female Male

Number % Number % Number % Number %

Across the Group 65 52 60 48 85 51.8 79 48.2

At senior manager level* 1 16.7 5 83.3 1 16.7 5 83.3

* As defined in the Companies Act 2006 (being, for this purpose, the GEC excluding Executive Directors).

Gender pay reporting

2024 2023

Difference in mean hourly rate of pay 36.0% 40.7%

Difference in median hourly rate of pay 30.7% 39.8%

Difference in mean bonus pay 27.0% 37.1%

Difference in median bonus pay 41.7% 58.8%

Proportion of male colleagues who received bonus pay 85.0% 88.6%

Proportion of female colleagues who received bonus pay 81.5% 95.4%

Gender representation

See table below showing the gender

representation across the Group.

Information relating to the Board’s diversity

and the gender diversity of those at senior

management level and their direct reports as

defined by the UK Corporate Governance

Code can be found on page 94.

Gender pay reporting

As an organisation we remain clear on our

commitment to all aspects of equality and

fair pay, and reward is a key element of this.

For many years we have undertaken an

internal pay audit to ensure that our reward

practices are fair to all colleagues, particularly

those undertaking like-for-like work.

The results of our 2024 audit demonstrated

the fair reward practices in place. Meanwhile,

the below Gender representation and UK

Gender pay reporting tables show

continued improvements during 2024.

Giving Back Day at London Wildlife Trust

48 Hammerson plc Annual Report 2024

Strategic Report | Our Colleagues continued

Environmental, Social and Governance (‘ESG’)

Environmental, Social and Governance

(‘ESG’) is embedded in everything we

do. We are pleased with the continued

progress made in our ESG activities

during 2024, as we continue on our

pathway to meet our commitment to

being Net Zero by 2030.

Our ESG focus

In 2024, we continued to manage ESG in a

holistic way. We built on our progress in

2023 and, in 2024, we introduced updated

physical climate risk assessments and

completed Nature Assets Plans (‘NAPs’) for

all destinations. This work allowed us to

update our Taskforce on Climate-related

Financial Disclosures (‘TCFD’) which now

includes nature-related disclosures for the

first time.

We have also been undertaking our Double

Materiality Assessment (‘DMA’) as required

by the Corporate Sustainability Reporting

Directive (‘CSRD’). The DMA will result in us

reviewing our ESG strategy in 2025 to

ensure ongoing alignment with our

stakeholders and will be used to further

inform our climate and nature transition

plan to achieve Net Zero by 2030.

In addition to our environmental work, we

have continued to drive the social value

agenda across the Group, with destinations

ensuring local communities’ needs are at

the heart of what we do. We also have an

ever-growing placemaking agenda to

enliven the cities in which we operate.

We are clear that robust data must underpin

our transition. We continue to work with our

property management partners to gain

insights into best practice and plan to

implement a new ESG platform in 2025.

Carbon reduction

Carbon reduction remains important

for the Group and we are proud of our

achievements in 2024 reducing our

year-on-year, like-for-like emissions by 8.3%

and by 43.1% compared with our 2019

baseline. This trajectory is aligned with our

commitment to being Net Zero by 2030.

Through the implementation of our Net

Zero Asset Plans (‘NZAPs’) we are seeing

a stable decarbonisation as we move

towards 2030. However, with increasing

climate risk we know we must be forward

thinking so continue to drive innovation

and pilot projects within our destinations

and corporate offices.

Delivering social value

We continue to increase the scope

and range of social value initiatives to

continue to respond to the local needs

at our destinations, whilst exploring new

partnerships. In 2024, we delivered

£3.5m in social value investment supporting

267 organisations. We also achieved more

corporate volunteering with LandAid, as

our corporate charity partner.

Governance

As we deliver against our strategy and

progress our ESG agenda we are seeing

this have a positive impact in our external

benchmarking. We moved to Negligible risk

in Sustainalytics and a B- in ISS,

demonstrating that our approach is being

recognised externally. We are also proud

of achieving 100% in our GRESB public

disclosure score. In ESG, disclosure

requirements are expanding and achieving

this in GRESB shows our robust and

transparent approach to data and

management. We continue to work toward

our targets and strategy and aim to

continue to progress these scores.

2024 Key metrics

Carbon emissions vs 2023

(like-for-like change)

-8.3%

2023: -10.1%

Carbon emissions vs 2019

(like-for-like change)

-43.1%

2023: -38.0%

Social value investment

(100% basis)

£ 3.5m

2023: £2.5m

Benchmark results

Score

B-

PRIME

2023: C+

Score

Negligible

Risk

2023: Low risk

Disclosure score

100/100

2023: 96/100 A

Score

2023:

1 See Basis of Reporting table on page 51

for calculation basis.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Strategic Report | Environmental, Social and Governance (‘ESG’)

Environment:

Climate and nature

Environment

We recognise that Climate and Nature are

two key elements of a global environmental

emergency and we need to act to minimise

global temperature rises. We are therefore

continuing to manage them in a joined up

way to address the risks and opportunities

these present.

Climate

Reducing carbon emissions

In 2024, we further reduced our carbon

emissions. On a proportionally consolidated

basis, our like-for-like GHG emissions fell by

8.3% in the year and are 43.1% below their

2019 baseline level. For Scope 1 and 2

emissions only, these fell by 7.2%. These

reductions are consistent with our pathway

to being Net Zero by 2030.

Our absolute GHG emissions, calculated

on a 100% basis are shown on page 51.

These totalled 10,041 tCO

e (2023: 13,143

tCO

e) representing an intensity ratio of

33.0 tCO

e (2023: 39.3 tCO

e).

In 2024, we generated over 1,900MWh of

renewable energy onsite, equivalent to an

increase of 7% from 2023. This increase is

predominantly due to improving existing

systems maintenance and increasing

capacity in Pavilions, Swords. We continue

to pursue opportunities for onsite and

offsite renewables in all countries in which

we operate, which are ‘new to earth’ and

meet our additionality requirements. This is

another key step towards achieving our Net

Zero ambitions.

Net Zero Asset Plans

In 2024, we continued to focus on delivery

of our Net Zero Asset Plans (‘NZAPs’).

Key projects completed included BMS and

HVAC redesign in the UK, building controls

in France and metering and renewable

energy in Ireland. We continue to assess

our pathway to Net Zero to ensure we

deliver the reductions annually.

In 2025, key NZAP projects are lighting

upgrades at Westquay and Cabot Circus,

renewable energy in Pavilions, The Oracle

and both French destinations, fan upgrades

in Bullring, HVAC works across the UK, and

additional metering across all destinations,

where needed.

Occupiers

To continue to address our climate impacts

we not only work to reduce our landlord

emissions but also focus on Scope 3

occupier emissions. Partnership in this area

is key, and through our green leases we

share data and best practice with brand

partners to transition to Net Zero together.

In 2024, we increased our occupier data

coverage to 27% (2023: 10%), with an

emissions reduction of 60% since 2019.

To further improve in this area we are

investigating a new data collection

approach in 2025.

At 31 December 2024, 73% of our UK units

hold A to C rated EPCs, and none of our

flagship units are rated F or G.

Nature

Water and waste

We remain committed to reducing our water

usage and diverting waste from landfill.

Water consumption is heavily linked to

footfall. In 2024, our water consumption

was 2% lower than in 2023 on a like-for-like

proportionally consolidated basis. This has

been driven down by the installation of

water saving fixtures and fittings and more

robust management. Our focus on creating

enlivened destinations in city locations

includes increased placemaking activities

to draw in visitors, so to reduce water

consumption levels demonstrates our

proactive management in this area. Projects

such as our well, which was turned on in

2024, in Pavilions, Swords show that water

remains an area we will work on even

though our consumption is not material.

In 2024, our recycling rate improved to 63%

from 58%. Our waste is mainly from our

occupiers and we engage to encourage

better segregation and recycling. We have

found fewer occupiers now manage their

own waste which results in higher overall

waste levels but projects such as the

Biomethanisation plant in Les Terrasses

du Port help divert waste from landfill.

Nature Asset Plans

In 2024, we finalised our Nature Asset

Plans (‘NAPs’). These adopt a risk and

opportunities focused output aligned with

the Taskforce of Nature-related Financial

Disclosure (‘TNFD’). We have include this

output into the TCFD section on pages 55

to 65. This is the start of our journey

towards TNFD and demonstrates our

aligned approach to environmental matters.

Giving Back Day, St Peter’s CE Primary School

2024 Key metrics

Global emissions intensity,

tCO

e/m

(100% basis)

33.0

2023: 39

Carbon emissions vs 2023

(like-for-like change) – Scope 1

and 2 only

-7.2%

2023: -6.5%

Operational waste recycled

(like-for-like)

63%

2023: 58%

Water consumption vs 2023

(like-for-like change)

-2%

2023: +4%

% of UK portfolio EPCs

(rated A to C)

73%

2023: 73%

50 Hammerson plc Annual Report 2024

Strategic Report | Environmental, Social and Governance (‘ESG’) continued

Basis of reporting

Unless stated otherwise, we report our

environmental data on a proportionally

consolidated basis reflecting the Group’s

ownership share for assets and corporate

offices under the Group’s operational

control. To aid comparability, we calculate

certain metrics on a like-for-like asset basis.

The data is consistent with the mandatory

greenhouse gas basis of reporting, set out

in the adjacent table, and includes Scope 1,

2 and selected Scope 3 emissions. Further

details on our basis of reporting are in our

separate 2024 ESG Report available on the

Group’s website www.hammerson.com.

As explained in the Metrics and targets

section on page 65, our 2024 global GHG

emissions disclosure is subject to third-

party assurance (limited assurance in

accordance with ISAE 3410) by BDO LLP.

The full assurance statement is included

in our separate 2024 ESG Report.

Voluntary non-financial data

Our ESG reporting complies with both

GRI Core Standards and the EPRA

Sustainability Best Practice Reporting Gold

Standard. Additional metrics reported under

these standards are included in our

non-financial disclosures in our separate

2024 ESG Report. This report provides

additional information on our approach to

ESG, our performance, and examples of our

ESG strategy in action during the year.

Basis of reporting – Mandatory greenhouse gas data (100% basis)

Compliance Companies Act 2006 (Strategic Report and Directors’ Report)

Regulations 2013 and in accordance with the Streamlined Energy and

Carbon Reporting (‘SECR’).

Standards Calculated and recorded in accordance with the Greenhouse Gas (‘GHG’)

Protocol and ISO 14064; this guidance codifies using both market and

location-based methods for Scope 2 accounting.

Baseline year 2019

Boundary summary 100% of emissions from all assets and corporate offices under

Hammerson’s direct operational control, where we have authority

to introduce and implement operating policies; this includes properties

held with third-parties where both Hammerson and partner approval is

required. Our reporting excludes emissions from the Group’s investment in

Value Retail, which was sold in September 2024, as we did not have

authority to introduce or implement operating policies. 2023 figures have

been amended following more accurate data becoming available in 2024,

such as updated consumption data and regional specific emission factors.

Consistency

with financial

statements

Reporting period matches 31 December financial year end, in accordance

with the DEFRA Environmental Reporting Guidelines.

Emissions factor data

source

2024 DEFRA GHG Conversion Factors for Company Reporting and

reporting sources including, but not limited to, International Energy

Agency and Equans.

Assessment

methodology

GHG Protocol and ISO 14064 (2006), a more detailed Basis of Reporting

is available in our 2024 ESG Report.

Materiality threshold Selected activities generating emissions have been excluded. This mainly

relates to Scope 3 categories where emissions are deemed immaterial or

accurate data is not available.

Intensity ratio Denominator is common parts area of 304,581m (2023: 334,648m).

Emissions disaggregated by country (tCO

e) – 100% basis

2024 2023

Source UK France Ireland Tot al

Tot al

intensity

(tCO

e/m

) UK France Ireland Total

Total

intensity

(tCO

e/m

)

Total GHG emissions tonnes (market based) 2,432 902 2,154 5,488 17.9 3.516 2,591 4,416 10,553 31.5

Total GHG emissions tonnes (location based) 6,886 902 2,254 10,041 33.0 8,821 1,758 2,564 13,143 39.3

Scope 1: Direct emissions from owned/controlled operations

Stationary operations 804 1 91 897 3.0 1,022 529 108 1,659 4.9

Mobile combustion – – – – – – 19 – 19 0.1

Fugitive sources 41 – – 41 0.1 214 – – 214 0.6

Total 845 1 91 938 3.1 1,236 548 108 1,892 5.6

Scope 2: Indirect emissions from the use of purchased electricity, steam, heating and cooling

Electricity (market based) 48 512 1,834 2,394 7.9 18 1,483 4,013 5,514 16.5

Electricity 4,502 512 1,934 6,948 22.9 5,294 651 2,160 8,105 24.2

Steam – – – – – – – – – –

Heating 145 256 – 401 1.3 203 287 – 490 1.5

Cooling 11 30 – 41 0.1 19 39 – 58 0.2

Total (market based) 204 799 1,834 2,837 9.2 240 1,809 4,013 6,062 18.1

Total 4,658 798 1,934 7,390 24.3 5,516 977 2,160 8,653 25.9

Scope 3: Other indirect emissions

Fuel and energy-related activities 1,083 68 164 1,315 4.3 1,587 115 182 1,884 5.6

Business travel 158 – 8 166 0.5 144 4 2 150 0.5

Waste 80 18 27 125 0.4 256 79 77 412 1.2

Water 62 16 29 107 0.3 82 35 35 152 0.5

Total 1,383 102 228 1,713 5.6 2,069 233 296 2,598 7.8

SECR energy consumption (MWh) 26,797 13,730 8,112 48,639 32,248 20,916 9,071 62,235

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Verte

Social value

Hammerson is dedicated to ensuring we

have a beneficial impact in the communities

where we operate. In 2024, we delivered

£3.5m in social value investment, a 40%

increase on 2023 and supported 267

organisations. This is a 100% figure

reflecting the value the Group created

through its actions across its portfolio.

Our destinations embrace diversity and

host cultural and religious celebrations

throughout the year. Destinations also

support wellbeing by promoting access

to health information and mental health

support, with our Birmingham Mind

Wellbeing Hub continuing to support local

people with direct interventions, wellbeing

groups and signposting across our

Birmingham Estate. In October, Brent Cross

hosted a Cancer Awareness Roadshow in

partnership with Cancer Research UK

including free health checks for customers.

Our placemaking initiatives generate

considerable social value and provide

unique opportunities for local communities.

Key placemaking projects in 2024 include

the continued success of Charity Super.Mkt

at Brent Cross, The Oracle and Cabot

Circus, Verte at Brent Cross and Supercar

weekend at Dundrum.

We are committed to supporting communities

local to our destinations and corporate

offices, and partnerships with charities is

fundamental to this commitment. In addition,

each of our destinations is allocated an

annual bursary to support the work of a

charity delivering a tangible impact in their

local community.

Volunteering

Colleagues are encouraged to contribute

their time to causes important to them

and are allocated a maximum of four

volunteering days annually, one of which

is dedicated to our annual company-wide

Giving Back Day with 97% of colleagues

delivering over 600 hours of volunteering

in 2024. Beyond Giving Back Day, our

colleagues continue to volunteer their time

and skills. Our IT team visits a London care

home each month to offer free IT support

sessions, tackling digital exclusion. At Marble

Arch House we have partnered with

Marylebone Boys’ School, hosting 39

students for a panel talk and workshop

to launch their Leadership Programme.

Social value:

Community and

volunteering

In 2024, for the first time, colleagues

and partners across all destinations and

corporate offices volunteered in their

communities for Giving Back Day,

including cooking social meals for older

people in London, cleaning up a beach

in Marseille, tackling practical tasks at

a hospice in Dublin and more. Key facts

from the day were:

– 97% of available colleagues volunteered.

– 108 colleagues and over 50 partners

participated.

– Volunteers contributed over 600 hours

of their time to over 500 beneficiaries.

In July, we collaborated with Verte to

host a clothes swapping boutique at

Brent Cross. Customers were invited

to bring in clothes to swap. The pop-up

offered a sustainable way to revitalise

wardrobes, and a tailor offered a free

repairs service to extend the life of

clothes that may otherwise end up in

landfill. In total, 415 items were swapped,

resulting in 4tCO

e and 1.4 million litres

of water saved. Over 100 items were

donated to Charity Super.Mkt at the

end of the pop-up, ensuring the clothes

remained in circulation.

2024 Key metrics

Social value investment

(100% basis)

£3.5m

2023: £2.5m

Charities, organisation and

groups that benefitted

267

2023: 234

Colleague volunteering hours

1,981

2023: 680

Giving Back Day

52 Hammerson plc Annual Report 2024

Strategic Report | Environmental, Social and Governance (‘ESG’) continued

Accessibility

Ensuring our destinations are as

accessible and welcoming as possible for

all our customers is a key focus. We work

closely with AccessAble, who assess

our destinations and provide in-depth

accessibility information online for all our

UK assets. We recognise that ensuring our

destinations are accessible to all requires

ongoing learning and improvement. To

address this, we have established an

Accessibility Working Group tasked with

driving change across our destinations to

make positive improvements to accessibility.

In 2025, we will refresh the access pages

on our destination websites and begin work

on enhancing our facilities.

Each year we celebrate Purple Tuesday,

the global social movement for improving

the customer experience for disabled

people and their families. In 2024, Bullring

and Grand Central collaborated with an

influencer to create content teaching basic

sign language and advising on how to

communicate clearly and confidently with

deaf customers. The Oracle promoted their

ongoing partnership with Unseen Aware, an

organisation providing training on supporting

customers with hidden disabilities. At

Marble Arch House we hosted a speaker

from the Tresham Centre for Disabled

Children and Young People to raise

awareness for colleagues of the customer

experience for customers with disabilities.

“

Hammerson supports

our school with book

donations, and this term’s

focus on disabilities is

particularly impactful.

The collection educates

our children on disabilities

and fosters a sense of

inclusivity. We value

their commitment to

understanding and

acceptance.”

Alice Ducros

Headteacher at St Peter’s CE Primary

School, Paddington

Throughout the year we have partnered

with St Peter’s CE Primary School. We

volunteered to paint a mural, brighten

up the grounds and deliver a careers

workshop. In partnership with Expect

Amazing’s Right to Read programme,

we are providing pupils with books

throughout the academic year, and

we donated a book for every child at

St Peter’s to take home at Christmas.

Many pupils at the school face food

insecurity, and for World Food Day our

colleagues packed essential food

parcels for families.

St Peter’s CE School

Infinity run

Affinity Network

Throughout 2024, our Affinity Network

delivered a total of 38 events. These events

shone a light on religious festivals, celebrating

Easter, Eid, Rosh Hashanah and Diwali at

Marble Arch House, offering colleagues

an opportunity to learn about the cultures

and background of colleagues represented

at Hammerson.

The Network also facilitated workshops

supporting colleague wellbeing, including

a seminar led by personal trainers

discussing the importance of exercise

for your mental health.

In February 2024, Les Terrasses du Port

hosted a charity run which invited

participants to challenge their fitness

whilst supporting a major national cause,

with 100% of profits donated to cancer

charity Ligue Contre le Cancer. The

6.7km course began and ended at the

destination, and attendees ran the

course on the hour every hour for up to

27 hours. We provided an empty unit for

race preparation, medical assistance,

and refreshments, alongside hosting the

event’s awards ceremony.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Our approach

The Group is wholly committed to achieving

consistently high standards of health,

safety, and security (‘HSS’) management

and performance. We aim to provide a safe

and healthy environment at our destinations

and workplaces for the prevention of

work-related injury and ill health, to our

employees, customers and contractors, and

anyone else who may be impacted by our

actions or activities.

Management and compliance

Hammerson remains accredited to ISO

45001 across the UK and Ireland and in

2024 was successfully re-accredited with

no minor or major nonconformities being

identified. We aim to build on this success

in 2025 with the inclusion of our non-

flagship properties in the UK and Ireland.

We will also begin our journey to gain

accreditation in France in 2025.

It has now been over 12 months since

we saw significant changes in the way

residential properties must be managed for

fire and structural risks with new legislation

under the Building Safety Act and changes

to the Regulatory Reform (Fire Safety)

Order 2005 (‘Fire Safety Order’) in the UK.

We have submitted our Building Safety

Cases to the Building Safety Regulator

and are awaiting Building Assessment

Benchmarks

We continue to participate in key

benchmarks identified by our stakeholders

and evolve our approach to reporting and

governance with further enhancements in

our 2024 ESG report and reporting strategy.

We rank as one of the top property

companies in ISS ESG Corporate, with

a score improvement from C+ to B-

with Prime Status. We also lowered

our Sustainalytics ESG risk score to

Negligible risk.

We maintained our 4-star GRESB rating,

despite the benchmark’s restructure to

capture advances in the industry and we

received full marks in the management

section demonstrating our strategic

approach to ESG. We also scored 100% in

GRESB ESG Public Disclosure. This makes

us first out of our peers in our transparency

surrounding ESG practices.

Certificates. Resident engagement has

improved and good practice will be shared

with colleagues in Ireland.

Training

In 2024, we introduced new Lunch and

Learn training that received positive

feedback from colleagues. These sessions,

combined with our new monthly HSS

updates are designed to communicate key

HSS focuses, lessons learned, incident

statistics and explain legislation. All of these

were areas of improvement noted in the

2023 HSS culture survey.

Property management

The new online risk management platform

we launched in 2023 has been pivotal in

reducing risk across the portfolio. This is

demonstrated by our continued low number

of RIDDORs and no enforcement notices

being received in 2024.

Health and safety culture

2024 saw our second Health and Safety

Culture Survey. 80% of colleagues

responded, which was 30% higher than

2023. The survey showed that there is

a strong leadership commitment to HSS,

contributing to high levels of knowledge

and awareness across the Group and a

widespread acknowledgment of a robust

HSS culture.

Management and compliance

Hammerson remains accredited to ISO

14001 across all destinations and for the

Group. In addition, we have ISO 50001

accreditation in the UK and Ireland with plans

to roll this out in France over the next two

years. The management system was rewritten

in 2024 to take account for our property

management partners taking responsibility

of the destinations’ accreditation. We had

no major non-conformities identified and

successfully recertified the Group and our

corporate offices.

CSRD and EU Taxonomy

2024 has been a year of preparation for

disclosures under CSRD. Key ongoing

workstreams are the delivery of a double

materiality assessment and gap analysis to

ensure full compliance for our 2025 reporting.

In addition, we are reviewing our practices

to align to the EU taxonomy requirements.

Social value:

Health, safety and security

Governance

2024 Key metrics

Enforcements notices

2023: 0

RIDDOR reportable injuries

2023: 5

54 Hammerson plc Annual Report 2024

Strategic Report | Environmental, Social and Governance (‘ESG’) continued

Taskforce on Climate-related

Financial Disclosures (‘TCFD’)

latest research and hence have decided to

focus our climate and nature activities to

address the risks under scenarios 2 and 3.

However, these scenarios require us to

transition quicker, and in a more inclusive

way, as risks scores increase resulting in

mitigating actions requiring a shorter

delivery window. This change, increased our

climate mitigation activities and led to the

integration of nature into our disclosure.

We will continue to review our risks

twice a year in line with our Group risk

methodology with the output presented

to the Audit Committee.

Introduction

Since 2018, our climate management

approach has been guided by the TCFD

recommendations, reporting publicly in

line with them since 2020. In 2024, we

refreshed on our approach with a TCFD

and Taskforce on Nature-related Financial

Disclosures (‘TNFD’) combined workshop.

Then, through utilising our performance

data, Net Zero Asset Plans, Nature Asset

Plans and revised physical climate risk

assessments, we developed revised

climate, and new, nature risks and

opportunities for the Group, The output

from this work is on pages 61 to 64.

For 2024, we have enhanced our TCFD

public disclosure which focuses on how

we continue to meet the 11 TCFD

recommendations and our initiatives to

address the key risks and opportunities.

As agreed in 2023, aligned with the latest

IPCC, we have focused our ESG strategy

on climate scenarios 2 and 3 which

forecast global temperature increases of

2°C and 4°C respectively (see page 60).

We are committed to the Paris Agreement

and believe limiting climate change to 1.5°C

remains an essential goal. However, we also

believe it is critical that we recognise the

Recommendation Commentary Further information

Governance

Describe the Board’s oversight

of climate-related risks and

opportunities.

The Board has overall accountability for ESG which includes climate risks and

opportunities and receive regular updates from the ESG team. From an operational

perspective, the Group Executive Committee (‘GEC’) is responsible for monitoring

ESG. The GEC member with overall responsibility is the CFO.

page 57

Describe management’s role in

assessing and managing climate-

related risks and opportunities.

The delivery of ESG initiatives and the monitoring of risks and targets is

undertaken by the GEC. There is also ESG representation on both the Group

Management Committee and the Group Investment Committee to ensure that

ESG is embedded across the Group’s activities. Emissions reduction is also one

of the targets in the Group’s annual bonus plan for all colleagues.

In line with the Group’s risk methodology, climate risks and opportunities,

including transition risks, are reviewed by the Audit Committee twice a year.

The reviews inform our transition plans at both a Group and asset level.

page 57

Strategy

Describe the climate-related risks and

opportunities the organisation has

identified over the short, medium and

long term.

The Group performed a detailed review in 2024 to assess and plan for climate

and nature risks and identified 20 key risks and 16 key opportunities. These will

be reviewed for suitability annually.

Revised physical climate risk assessments were finalised for all destinations

in 2024. This informed the revision of the Group’s consolidated risks and

opportunities in 2024, as described above.

pages 61 to 64

Describe the impact of climate-related

risks and opportunities on the

organisation’s businesses, strategy

and financial planning.

A commitment to mitigate risks and manage opportunities informs our strategic

objectives and underpins the Group’s strategy.

Our primary ESG focus continues to be the reduction of emissions from our

destinations through energy efficiency and our commitment to being Net Zero

by 2030. Each asset has a Net Zero Asset Plan with a pathway to support the

Net Zero target. These plans are now supported by our physical climate risk

assessments and Nature Asset Plans both finalised in 2024.

pages 61 to 64

Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-

related scenarios, including a 2°C

or lower scenario.

The Group assesses risk against three climatic scenarios: 1.5°C, 2°C and 4°C

increases. In May 2023, the Board endorsed a change to our strategy to focus

our TCFD disclosure and related mitigation activities on the 2°C and 4°C

increase scenarios, aligned to the latest IPCC research. These scenarios reflect

the earlier onset and higher impact and likelihood of climate-related risks and

informed the risk and opportunity review in 2024.

page 60

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Strategic Report | TCFD

Recommendation Commentary Further information

Risk management

Describe the organisation’s processes

for identifying and assessing

climate-related risks.

The Group has an overall risk management process for all operational, financial,

reputational and regulatory risks, which allows the Board to identify, assess and

manage the Group’s key risks including climate-related and ESG risks. Regular

reviews are undertaken throughout the year of all risks, including climate-related

risks as explained in the Risks and Uncertainties section of this report.

page 65

Describe the organisation’s process

for managing climate-related risks.

The Board, supported by the Audit Committee, has oversight of the Group’s risks

including climate-related risks. Climate risks and opportunities are reviewed by

the Audit Committee twice a year.

pages 57 and 65

Describe how processes for

identifying, assessing, and managing

climate-related risks are integrated

into the organisation’s overall risk

management.

Our climate-related risks and opportunities are fed into the Group’s management

process, reviewed half yearly, and our response is managed by our governance

structure. This addresses both physical and transitional risks.

pages 57 and 65

Metrics and targets

Disclose the metrics used by the

organisation to assess climate-related

risks and opportunities in line with its

strategy and risk management.

The Group uses a range of metrics to assess exposure to climate-related risks

and opportunities including energy consumption and Scope 1, 2 and 3 carbon

emissions. We regularly assess and seek feedback on our disclosures and strive

to enhance transparency.

page 65

Disclose Scope 1, Scope 2, and if

appropriate, Scope 3 greenhouse gas

(‘GHG’) emissions, and the related risks.

We continue to enhance our emissions disclosure and this is visible in our

GRESB Public Disclosure score of 100% in 2024.

For 2024, our Scope 1, 2 and selected Scope 3 emissions are disclosed in this

report with further detail provided in our separate 2024 ESG report.

page 51

Describe the targets used by the

organisation to manage climate-

related risks and opportunities and

performance against targets.

We have a range of metrics and targets covering environmental, social

and governance matters. These align to our broader ESG strategy of being

Net Zero by 2030 and include emissions reductions, social value investment

and external benchmarks.

For 2024, the year-on-year emissions reduction target has been included for

the first time in all colleagues’ annual incentive plan.

page 65

Our response to TCFD

We have considered our ‘comply or explain’

obligation under the UK’s Financial Conduct

Authority’s (‘FCA’) Listing Rules, and

confirm that we have made disclosures

consistent with the TCFD recommended

disclosures, including the “Guidance for

All Sectors” and the specific guidance

applicable to the “Materials and Buildings”

industry to the extent it is applicable to

the Group’s operations. We will continue

to refine our approach in line with the

FCA’s requirements.

Our disclosures include the Group’s material

TCFD climate risks and opportunities. In our

assessment of the risks, we did not identify

any material financial impacts on the Group’s

2024 financial statements. We will continue

to review the risks for new impacts each year

as part of our standard ESG governance.

The Board can therefore confirm that it

has considered the relevance of climate

and transition risks associated with the

transition to Net Zero as part of the

preparation of the Annual Report 2024.

In accordance with the Listing Rules,

the Company has included all the relevant

climate-related financial disclosures

under the TCFD recommendations and

recommended disclosures within this

Annual Report.

56 Hammerson plc Annual Report 2024

Strategic Report | TCFD continued

Governance

Managing climate and transition risks

requires us to embed ESG across the

Group and to support our teams in building

the capabilities required to deliver against

our ESG strategy. In 2024, we also started

on our journey towards future reporting

under TNFD and incorporate this into our

governance structure. The Board

collectively has overall responsibility for

climate and nature risks and wider ESG

matters and ensures that risk management

is effectively integrated across the Group,

including in its policies, processes, culture

and values. The Audit Committee supports

the Board in the oversight of risk and is

responsible for reviewing the effectiveness

of the risk management and our internal

control system over the course of the year.

A clear governance structure with ownership

at a senior level and a set of strong

foundations is key to our approach, and

the Group’s governance structure for ESG,

TCFD and TNFD, both from a committee

and individual responsibility perspective,

is shown below.

Board and Committee governance structure for ESG, TCFD and TNFD as at 31 December 2024

Board

Chair of the Board

The Board is responsible for TCFD, TNFD and the overall ESG strategy. Audit Committee

outputs are reported to the Board. The Board also receive an annual ESG update,

including TCFD and TNFD, delivered by the Deputy CFO and Head of ESG.

Asset level

Asset managers and property management partners

Delivery of the ESG business plans including climate and nature risk mitigation and

opportunity delivery. This includes the NZAP programme of works. The ESG team supports

the asset managers and monitors the overall programme progress.

Audit Committee

Chair of the Audit Committee

The Audit Committee is responsible

for reviewing the TCFD and TNFD

risks and opportunities twice a year.

The Audit Committee endorses the

approach adopted to manage

climate risks and opportunities as

part of their overall risk management

responsibilities. This information is

prepared by the Head of ESG.

Group Executive Committee

CFO, Deputy CFO

The GEC meets weekly and is

accountable for the management

of climate-related risks and

opportunities. The CFO is a GEC

member and is responsible for the

Group’s ESG strategy including TCFD

and TNFD governance, risks, and

opportunities. The Deputy CFO is also

a GEC member and leads the ESG

team. Regular ESG, TCFD and TNFD

updates are provided to the GEC

during the year.

Group Management

Committee

CFO, Deputy CFO, Head of ESG

The Group Management Committee

(‘GMC’) meets weekly and reviews

operational matters in more detail

than the GEC. This includes

considering ESG as part of wider

operational matters. In addition to

our CFO and Deputy CFO, our Head

of ESG is also a GMC member.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

To support the TCFD, TNFD and wider ESG governance the Group has a suite of ESG policies. These policies form part of the

Group’s ISO 14001 and ISO 50001 compliant Environment and Energy Management System and are reviewed and evaluated annually

for suitability. Policies are approved by the GEC and then Board prior to publication and, unless stated otherwise, are available on the

corporate website.

In addition to the below, further policies which have wider corporate coverage such as Responsible Procurement, are included in

Non-financial and Sustainability Information Statement on pages 76 to 77.

ESG policies

Policy Description Policy application and 2024 outcomes

Climate change policy Sets out the Group’s commitment to

develop and implement climate change

management and mitigation strategies at a

corporate and asset level as part of TCFD.

Recognising three climatic scenarios and

the risks and opportunities that arise from

these scenarios.

In 2024, we undertook a Climate and Nature workshop involving colleagues

from across the business, including the CFO. To support this process, we

reviewed the Net Zero Asset Plans and Nature Asset Plans. The workshop

also identified risks and opportunities and mapped these across the assets to

confirm the deliverability of the areas identified. Revised Physical Climate Risk

Reviews were also completed to enable us to assess these under a double

materiality lens. The output of this work was reviewed by the Audit Committee.

Energy policy Sets out the Group’s commitment to

endeavour to use best practice in the

design and operation of the Group’s assets

to minimise energy demand across multiple

time horizons and procure energy in a

responsible manner.

We undertook audits and compliance reviews within the ISO 50001 compliant

energy management system. To transition the Group to Net Zero by 2030

we have Net Zero Asset Plans for each flagship asset, containing projects to

address building controls, energy efficiency and onsite renewables through

the application of the energy hierarchy.

Environmental policy Includes the Group’s overarching

commitment to design and build properties

using sustainable materials and practices

and managing assets under the Group’s

control efficiently to ensure compliance

and continually improve environmentally.

In 2024, we maintained our ISO 14001 accreditation across the UK, France, and

Ireland. To ensure we continue to improve and ensure consistent management

approaches we integrated of our management systems to merge with our ISO

45001 compliant Health and Safety Management System. In 2024, the

Environment and Energy management system for Group was externally audited

under this new combined system and retained its certification with no major

non-conformities identified.

Biodiversity policy Aims to ensure that opportunities to

protect, enhance and restore biodiversity

are maximised while ensuring that any

negative impacts resulting from the Group’s

business operations are minimised.

In 2024, we acknowledged that in order to address our operational impacts

we need to not only focus on climate change but more robustly work on

nature based solutions to ensure we minimise our contribution to the global

biodiversity crisis.

We continue to install beehives and pollinator planting regimes at destinations

including both of our French assets, Dundrum and Brent Cross. We also deliver

education programmes to position our destinations as supporters of nature.

In 2024, we also finalised Nature Asset Plans for all our destinations.

Human rights policy Documents the Group’s approach to

human rights and our alignment to

recognised human rights standards.

In 2024, we introduced a new Group-wide Human rights policy. This was

produced to document the existing approach to human rights adopted by the

Group and combine elements from a number of existing policies and procedures

in a formalised way.

Volunteering policy

(internal)

Sets out the Group’s volunteering policy

and approach adopted to align to our wider

asset centric strategy, to ensure we serve

the communities in which we operate.

In 2024, we updated our Group-wide Volunteering policy to align our approach

to volunteering across the Group.

This policy reaffirmed Hammerson’s asset-centric focus and demonstrates how

volunteering underpins our approach to enhancing social value and links to our

people’s contribution to this. In 2024, we had all destinations and 97% of

available colleague participate in Giving Back Day.

Charitable donations

policy (internal)

Documents how we support charitable

causes in relation to donations and

match funding.

This is our second social value focused policy which documents our

commitment to match funding for causes our people are passionate about.

Strategy

ESG underpins everything we do and we

remain committed to being Net Zero by

2030. Our ESG agenda grew in 2024, with

a continued focus on achieving our targets,

addressing both the Climate and Nature

emergencies, whilst continuing to deliver

an expanded Social Value programme.

Our strategy is guided by the issues

material to the Group and its stakeholders.

To ensure the strategy and our reporting

remains relevant, we carry out materiality

assessments every three years.

Our last review, undertaken in 2022,

engaged with both debt and equity

investors, along with key occupiers, joint

venture partners, and colleagues to present

a view of material issues for the Group.

In 2025, we will update the issues to reflect

the stakeholder feedback from our ongoing

CSRD double materiality assessment (‘DMA’).

Our material issues

Our material issues are presented in the

adjacent table and reflect the top 10 issues

from our stakeholder consultation for the

Group’s ESG strategy. Tier 1 areas are

deemed the most material but we continue

to work on the areas in the other two tiers

to deliver an inclusive ESG strategy. The

issues have also been mapped to the

United Nations Sustainable Development

Goals (‘UN SDGs’) and four issues have

a direct link to TCFD.

58 Hammerson plc Annual Report 2024

Strategic Report | TCFD continued

Material issues by area (based on our 2022 review)

Tier 1 Tier 2 Tier 3 UN SDGs

Environment Net Zero carbon pathway

for operations and

development*

Water efficiency in

operations and

developments

Material use and

sustainable procurement,

including embodied carbon

Energy security, demand

and carbon pricing

Sustainable buildings and

building labels (i.e.

BREEAM, EPCs etc.)

Waste management

in operations and

development

Physical climate risks*

CRREM pathways

Social Community engagement Placemaking and

community development

Health, safety and

wellbeing of colleagues

Supply chain

Governance Reporting, including data

and communications*

Ethical business practices

Climate change, risk,

action, transition and

resilience*

Impact of ESG on property

valuations

Compliance with legislation

and reporting requirements

i.e. TCFD

Meeting stakeholder

ESG objectives

* Direct link to TCFD

We will also continue to actively manage

our energy procurement and pursue

opportunities to secure offsite renewables

in the UK and Ireland which is a key element

of the Group’s 2030 Net Zero commitment.

For CSRD, we will complete our DMA

activities. The output will be reported to the

Board for approval and intend to engage

PwC, the Group’s External Auditor, to

provide assurance in this area. During 2025,

we will develop the extensive reporting

required to ensure compliance with CSRD

in 12 months time and will also incorporate

EU Taxonomy reporting.

Other areas to monitor are the evolution

of climate-related matters on property

valuation and any legislative changes to UK

ESG regulations including EPCs or reporting.

Strategy in action in 2024

In 2024, we continued on our Net Zero

carbon pathway and reduced our like-for-

like emissions by 8.3%. These are now 43%

lower than our 2019 baseline. This outcome

was through our focus on operational

energy saving and the impact of the

implementation of our Net Zero Asset Plans

(‘NZAPs’). Key projects completed included

BMS and HVAC redesign in the UK, building

controls in France and metering and

renewable energy in Ireland. We also

generated over 1,900MWh of renewable

energy onsite, 7% higher than in 2023.

Emissions reductions were also due to

improved waste recycling of 63% (2023:

58%) and 2% lower like-for-like water

consumption.

From a risk management perspective,

in 2024, we completed our Nature Asset

Plans (‘NAPs’), these adopt a risk and

opportunities focused output aligned with

the Taskforce of Nature-related Financial

Disclosure (‘TNFD’). Later in the year we

also held a Climate and Nature workshop

involving colleagues from across the

business, including the CFO. This resulted

in updated climate and nature risk and

opportunities for Group.

From a reporting perspective, we have

incorporated the output of the NAPs into

this TCFD section to join up climate and

nature risks and opportunities. We have

also prepared for CSRD, under which

the Group must report for 2025. A key

workstream has been undertaking our

double materiality assessment (‘DMA’)

and we have sought feedback from all our

stakeholder groups. The DMA will result in

us reassessing our ESG strategy and will

be used to further inform our climate and

nature transition plan to achieve Net Zero

by 2030.

Future planned actions

In 2025, our focus areas will be on securing

further emissions reductions and CSRD

compliance.

Emission reductions will be driven by the

delivery of NZAP projects including lighting

upgrades at Westquay and Cabot Circus,

renewable energy installations at The

Oracle, Pavilions, and both French assets;

fan upgrades in Bullring; and HVAC and

metering works across the UK.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Climate scenarios

In May 2023, the Board approved a shift in focus to the Intergovernmental Panel on Climate Change (‘IPCC’) Representative

Concentration Pathways (‘RCPs’) Scenarios 2 and 3. This demonstrated our acknowledgement of the latest IPCC reports which

draws into question achieving global warming below 1.5°C, due to the current global warming levels.

Given this shift, we reviewed the Group’s climate risks and opportunities, including updated mitigating activities. The review also

involved revised Physical Climate Risk Assessments. We then used this scenario focus to inform our 2024 climate and nature risk and

opportunities workshop. The work undertaken, against the more alarming climate scenarios, was able to reaffirm the Group’s resilience

to climate change and outputs were factored into the Group’s five year financial business planning process. The three IPCC climate

scenarios are summarised in the table below.

Climate scenarios

Scenario 1 Scenario 2 Scenario 3

Steady state to sustainability Late policy action Fossil-fuelled growth

IPCC RCP RCP 1.9 (<1.5°C) RCP 2.6 (<2°C) RCP 8.5 (<4°C)

Narrative Under the 1.5°C scenario the world

takes rapid and drastic policy

measures to meet the Paris

Agreement. Low-carbon technologies

are implemented alongside reduced

economic growth to meet Net Zero

by 2050. The Paris Agreement

is achieved.

Under the 2°C scenario action to

address climate change is delayed by

ten years. To compensate this,

deeper and more drastic action is

needed and is less coordinated

creating ‘winners’ and ‘losers’. The

Paris Agreement is still met but after

the economy and society experience

a significant degree of disruption and

ultimately damage.

The 4°C scenario is a route where

the world continues to use fossil fuels

as a means to achieve economic

growth. This is considered a worst

case scenario where climate

disruption and events increase and

result in severe damage. Governments

then adopt resilience plans as

opposed to working towards global

climate commitments. The Paris

Agreement is not met.

Societal

approach

Globally coordinated decarbonisation

efforts commence in a meaningful

way in the early 2020s and are

consistently achieved to transition

to Net Zero by 2050.

Delayed, disorderly transition to Net

Zero where drastic and divergent

action is undertaken to limited

emissions resulting in widening

inequalities.

Global collaboration focused on

protecting the population from a

hostile climate as opposed to reducing

anthropogenic climate change.

Economy Globally there is a continual shift

away from consumerism. Economic

activity is limited to protect the

environment.

Due to the delay in the transition,

severe interventions are required to

stay within the Earth’s remaining

carbon budget. Global economic

shocks occur, and inequality

increases.

The economy initially experiences

consistent growth but there is

significant deterioration from 2040

onwards as the economic toll of

climate change increases in frequency

and amplitude.

60 Hammerson plc Annual Report 2024

Strategic Report | TCFD continued

Likelihood

Medium HighLow

Consequence

Medium

High

Low

Residual risk

assessment

Extreme

High

Medium

Moderate

Low

Transitional

Physical

5 3

Risks, commentary and future actions

No. Name Primary category 2024 commentary and future actions

1 Imposition of stricter regulation and

requirements on Hammerson due to

increased policies targeting ESG

Regulatory In 2024, we undertook a legal review and recertified our Environment and Energy

Management System to ISO 14001 and ISO 50001. We are currently preparing for

CSRD under which we will report in our 2025 Annual Report.

2 Shift in customer preferences, as

climate-related awareness increases, to

more sustainable and environmentally

friendly products and services

Financial Continue to undertake research on consumer trends to ensure a targeted leasing

strategy. Maintain commercialisation and placemaking opportunities to support

customer preferences.

3 Failure to provide assets in line with

market standards due to requirement for

substantial investment or service charge

increases

Financial Leverage property management partners experience and expertise to deliver

destinations aligned market standards. This includes conducting periodic

occupier surveys to understand their needs, as already completed in 2024. In

addition, 73% of our UK units have A to C rated EPCs and we are implementing

a new EPC strategy to further enhance the ratings.

4 Failure to meet Net Zero targets Reputational In 2024, we continued to deliver our NZAP program and emissions reduced by

8.3%. We remain on course to be Net Zero by 2030 and will continue our robust

planning and reporting to track progress and assess innovation to support delivery.

5 Harm to Hammerson’s brand reputation

and investor confidence due to failure

to address climate-related issues

Reputational Our climate risks and opportunities were revised in 2024 to account for our

progress and new physical climate risk assessments. We will continue to report on

our risks and opportunities to maintain confidence in our management approach.

6 Macroeconomic shocks and impeded

economic growth due to low-carbon

world transition

Financial We will continue to monitor legislative changes and macroeconomic factors to

ensure we are able to manage them if they materialise.

7 Increased risk of flooding from nearby

rivers due to increased rainfall intensity

and prolonged periods of heavy

precipitation

Environmental Riverine flooding was identified as our primary climate peril in our revised 2024

physical climate risk assessments for one destination. Under RCP8.5 (Scenario 3)

the total potential modelled cost of damage up to 2050 is c. £70m. However, with

existing mitigating activities this exposure is reduced. We will continue to assess

risk to ensure it is effectively managed.

8 Reduced investment in retail sector due

to investor’s shifting focus towards more

resilient and sustainable sectors

Financial We will continue to assess market trends and build resilience into our strategy

if the impacts materialise. To support this our strategy is focused on city

destinations with an ever-growing range of uses.

9 Difficulty insuring assets due to

increased climate-related impacts

Financial We will continue to engage with our insurance brokers and review market trends to

ensure if climate risks impact the Group that we have appropriate insurance cover.

10 Increased risk of surface water flooding

due to intense rainfall events

overwhelming drainage systems and

urban infrastructure

Environmental Surface water flooding was identified as our primary climate peril in our revised

2024 physical climate risk assessments for four destinations. Under RCP8.5

(Scenario 3) the total potential modelled cost of damage up to 2050 for the four

assets is c. £170m. However, with existing mitigating activities this exposure is

reduced. We will continue to assess risk to ensure it is effectively managed.

Risk matrix – Climate

Time frames

Physical risks and opportunities are

assessed on a short-term (2030), medium-

term (2050) and longer-term (2100) basis.

Transitional risks and opportunities are

assessed on a short-term (0–3 years),

medium-term (3–10 years) and longer-term

(10+ years) basis. These time frames apply

to both climate and nature assessments.

Climate risks

The risks were identified in 2024 through

a climate and nature workshop. We now

assess the impact and likelihood to inform

the mitigating activities to manage our

climate risks. These risks are then

combined to understand the Group’s

principal Climate risk (see page 70). The

heat map represents the climate Scenario

2 risk assessment. In the table below risks

are presented in risk assessment order.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Likelihood

Medium HighLow

Consequence

Medium

High

Low

Residual

opportunities

assessment

Extreme

High

Medium

Moderate

Low

Transitional

Physical

2 1

Opportunities, commentary and future actions

No. Name Primary category 2024 commentary and future actions

1 Being known as a truly green real estate

business e.g. by investing in green

building certifications (e.g., BREEAM)

Reputational In 2024, we introduced a building certification project, we will obtain BREEAM in

use certification for all UK and Ireland destinations by the end of 2025 and the

end of 2026 for our two French assets.

2 Priming assets with low-carbon

infrastructure to enhance the

sustainability and appeal of assets

Financial In 2024, we completed nine NZAP projects and completed feasibility to support

wider 2025 project delivery. Since 2019, our landlord emissions have reduced by

43%, in part due to our NZAP program. We will continue to deliver our NZAP

projects to help achieve Net Zero by 2030.

3 Anticipated reduction in the use of

vehicles due to low emissions zones

across cities, which provides the

opportunity to repurpose car parks into

alternative uses

Financial We continue to monitor car park usage and engage with designers and local

authorities to ensure accessibility whilst also promoting the diversification of our

existing car parking provision.

4 A low carbon transition could favour

urban locations compared to rural

locations due to better public transport

provisions, accessibility, sustainable

developments

Financial Our NZAPs are destination-specific, accounting for local infrastructure and

individual city strategies. We will continue to deliver our NZAP projects and

innovation workstreams to support local decarbonisation activity.

5 Improving long-term asset viability by

investing in climate resilient buildings

Financial Physical climate risk assessments were completed for all destinations in 2024

with revised risks and opportunities identified. Combining this with out NZAP

projects will ensure climate resilience in the portfolio as we transition to Net Zero

by 2030.

6 Reducing reliance on external suppliers

by implementing onsite energy

generation

Financial The NZAP program continues our focus on increasing onsite renewable energy

generation with five destinations looking at feasibility studies and projects in

2025. We will continue to investigate opportunities as technology improves.

7 Portfolio adaption to changing

preferences of occupiers and customers

Reputational Continue to engage with occupiers and customers to understand their emerging

needs and review related market preferences.

8 Upgrade infrastructure to enhance

occupier experience and attract new

customers

Financial Continue to deliver NZAP projects and consider wider placemaking, wayfinding

and landlord demise enhancements to improve occupier experience.

Opportunities matrix – Climate

Climate opportunities

Under TCFD we are required to identify

and manage both risks and opportunities.

The focus needs to be equitable between

the risks and opportunities based on their

impact. Our Group’s opportunities were

also identified in the business workshops

in 2024 and their scores have been

assessed against our revised climatic

Scenario 2 focus. In the table below

opportunities are presented in opportunity

assessment order.

62 Hammerson plc Annual Report 2024

Strategic Report | TCFD continued

Likelihood

Medium HighLow

Consequence

Medium

High

Low

Residual risk

assessment

Extreme

High

Medium

Moderate

Low

Transitional

Physical

8 3

2 1

Risks, commentary and future actions

No. Name Primary category 2024 commentary and future actions

1 Increased maintenance cost as a result

of new regulations requirements for

net-gain actions to be carried out

Financial We have a Sustainability Implementation Plan which commits to biodiversity

net-gain for all developments.

2 Investment requirement in monitoring

technologies – required to meet

reporting obligations and management

of impacts over building lifecycle

Financial In 2024, we began our CSRD DMA process, this will support the identification of

required metrics and reporting in 2025. As part of our route to compliance we will

also be reviewing our data platform in 2025 and updating if needed.

3 Introduction of more stringent nature-

related reporting obligations e.g. (TNFD,

CSRD, SFDR). Risk of non-compliance

– competition, loss of reputational

capital, access to capital flows

Regulatory In 2024, we recertified our Environment and Energy Management System to ISO

14001 and ISO 50001, no major nonconformities were identified. We will continue

to maintain this system and its related legal review to keep our strategy compliant

and mitigate the compliance risk.

4 Fines/penalties received due to

nature-negative outcomes or failure

to comply with regulations and laws

Financial In 2025, we will maintain our Environment and Energy Management System which

includes a Biodiversity and Nature Policy which is approved annually by the Board.

5 Requirement to have more diverse, local

plants, which may increase initial

purchase and ongoing maintenance

costs, particularly if these plants are less

resilient to climate change

Financial In 2024, we finalised Nature Asset Plans (‘NAPs’) for all destinations and

included projects from these in our 2025 business plans. In 2025, we will deliver

the plan projects and continue to monitor local biodiversity requirements to

ensure alignment.

6 Insurance premiums increase due to

increased flood risk (e.g. loss of water

storage by wetlands)

Financial In 2024, we revised all destinations physical climate risk reviews. In 2025, we will

continue to engage with our insurance brokers and review market trends to ensure

if climate risks impact the Group that we have appropriate insurance cover.

7 Fresh water scarcity due to resource

depletion (acute or chronic physical risk)

Environmental Through the application of our Environment and Energy Management System we

will ensure destinations continue to comply with legislation and do not pollute

controlled waters. There were no breaches in 2024.

8 Stakeholder conflicts e.g. due to

competition for ecosystem services,

differing preferences of customers

Reputational Where needed, we will manage stakeholder expectations through engagement

and a focus on materiality, which they have informed as part of our CSRD readiness.

9 Reduced value of urban assets due to

pollution or lack of green space deterring

potential tenants and buyers

Financial We will engage with local authorities to actively manage our urban environments

and introduce enhancements to the public realm which support green space

where feasible.

10 Acute physical risks of flooding due

to soil sealing and reduced water

infiltration capacity

Environmental Surface water flooding is the highest risk climate peril impacting the majority of

our destinations from a medium to very high extent by 2100. This was identified

via our revised physical risk assessments completed in 2024. We will continue

to review the risk profile and introduce additional mitigating activities if needed.

Risk matrix – Nature

Nature risks

For the first time we have included

nature-related risks and opportunities in

our TCFD disclosures. Risks have been

mapped based on scoring assigned during

the 2024 workshop, residual consequence

and likelihood scoring was provided,

assessing the impacts with risk

management controls in place. In the table

below risks are presented in risk

assessment order.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Likelihood

Medium HighLow

Consequence

Medium

High

Low

Residual

opportunities

assessment

Extreme

High

Medium

Moderate

Low

Transitional

Physical

6 4

Opportunities matrix – Nature

Nature opportunities

Opportunities have been mapped

based on scoring assigned during the

2024 workshop, residual consequence

and likelihood scoring was provided

incorporating current actions being

taken. In the table below opportunities

are presented in opportunity

assessment order.

Opportunities, commentary and future actions

No. Name Primary category 2024 commentary and future actions

1 Green infrastructure to reduce pollution:

air, light and sound

Environmental In 2024, we finalised all destinations Nature Asset Plans (‘NAPs’) and included

projects from these in our 2025 asset business plans.

2 Leader on disclosure against Nature/

Biodiversity frameworks

Reputational We completed a climate and nature risks and opportunities workshop in 2024,

we also began our CSRD route to compliance. In 2025, we will finalise our

material areas and address disclosure requirements accordingly.

3 Increased recognition of circular

economy strategies

Reputational We will review the application of circular economy needs based on the outputs

from our CSRD double materiality process.

4 Onsite and offsite habitat creation

and maintenance

Environmental In 2025, we will deliver the NAPs projects included in all destinations business plans.

5 Participative budget planning, green

financing and local community

engagement e.g. through urban gardens,

micro forests, tree adoption etc. to

strengthen climate change adaption

and mitigation efforts

Reputational In 2024, we delivered a range of communities focused activities as part of our

annual Giving Back Day which supported nature with beach cleans, river cleans

and habitat creation projects. In 2025, we will review social value activities which

support engagement.

6 Promotion of endemic plant species and

citizen stewardship to increase natural

maintenance practices (e.g. less frequent

mowing and no pesticides)

Environmental In 2025, we will review the scope of any landscaping works to ensure

alignment to NAPs outputs, we will also review grounds maintenance regimes,

where applicable.

7 Implementation of healthy green/blue

infrastructure leading to the reduction

of insurance premiums and energy costs

Financial In 2025, we will deliver the NAPs projects included in all destinations

business plans.

8 Restoration of urban waterways to

semi-natural conditions to improve

biodiversity value, reduce flood risk

and improve water quality

Environmental In 2025, we plan to build on the success of our 2024 projects with waterway

cleaning and enhancements in applicable destinations.

64 Hammerson plc Annual Report 2024

Strategic Report | TCFD continued

Risk management

The Group’s approach to risk management

is explained in the Risks and Uncertainties

section on page 66. The Group adopts a

top-down and bottom-up approach to

ensure comprehensive risk identification,

including emerging risks, and risk appetite

is clearly defined. This allows us to respond

quickly to changes in our risk profile and

ensures risk management is factored into

strategic decision making whilst embedding

a strong risk management culture amongst

colleagues with clear accountability.

In 2024, we revised our physical risk

assessments through a workshop involving

colleagues from across the Group. This

ensured that we received comprehensive

input and captured new risks which had

emerged since the previous review.

Top-down

The Board has overall responsibility for risk

oversight, including ESG risks. It ensures

that effective risk management is integrated

throughout the business and embedded

within the Group’s policies, processes,

culture and values. The Board also sets the

Group’s risk appetite. Where controllable

risks are outside the Group’s risk appetite,

the Board seeks to manage these down by

implementing appropriate mitigations

wherever possible.

The Audit Committee supports the Board

in the oversight of risk and is responsible

for reviewing the effectiveness of the risk

management relating to TCFD, TNFD and

ESG. The Group Executive Committee has

overall accountability for risk management

across the business including Climate.

Bottom-up

The effective day-to-day management of

risk is embedded within our operational

teams. This aligns risk management with

operational responsibility. It also allows

potential new risks to be identified at an

early stage and escalated as appropriate,

such that required mitigating actions can

be put in place. For TCFD, TNFD and ESG,

this is primarily covered by the ESG team.

Metrics and targets

To demonstrate the scope of our ESG

activities and enable us to validate how we

are managing our strategic material issues

we publicly disclose our metrics and

targets. These are summarised in the Key

metrics and targets table below.

To ensure accuracy and transparency

our global greenhouse gas emissions

shown on page 51 are subject to third-

party assurance (limited assurance in

accordance with ISAE 3410) by BDO LLP.

Our third-party assurance certificate will

be included in our 2024 ESG report.

Our emissions data is summarised within

this TCFD disclosure. Greater granularity

on our environmental data, metrics and

targets can be found in our separate 2024

ESG report.

The 2024 ESG report aligns with external

reporting standards including the Global

Reporting Initiatives (‘GRI’) and the EPRA

Best Practices Recommendations on

Sustainability Reporting. We again received

an EPRA Gold Award for our 2023

ESG Report.

As we continue to progress our ESG

strategy and align to emerging public

disclosure requirements, we will be

finalising our double materiality assessment

in 2025 to update material issues. This is

likely to change the scope and coverage of

our metrics and targets moving forward.

We also participate in public benchmarks,

including but not limited to, the Global

Real Estate Sustainability Benchmark

(‘GRESB’), Sustainalytics and the ISS ESG

benchmark to maintain transparency on

our ESG activities.

Key metrics and targets

2024 target 2024 performance 2025 targets Longer-term targets

Environment

Emissions reduction (like-for-like) 7% reduction 8.3% reduction 7% reduction Achieve Net Zero

by 2030

Water consumption (like-for-like) 0% change 2% reduction Reduce

Waste – recycling rate NEW 59% 65%

Net Zero Asset Plans Implement targeted

activities in NZAPs

Nine completed projects 19 planned projects Complete all projects

by 2028

Social

Social plans and targets

are renewed annually to

ensure we continue to

meet local needs

Social value investment NEW for 2025 £3.5m >£3.5m

Volunteering Support colleagues

to undertake one

day volunteering

Achieved, total volunteering

of 1,981 hours

> 2,000 hours

Governance

Benchmarking Maintain rankings GRESB: 83 (4 stars)

ISS: B- Prime

Sustainalytics: Negligible risk

Improvements vs 2024 Further improvements on

an annual basis

BREEAM In-Use NEW for 2025 One flagship certified All flagships compliant Maintain certification

MEES (UK unit EPCs rated A to C) NEW for 2025 73% Improvements vs 2024 100% by 2027

In addition, in 2023 we set targets for 2024 to complete Nature Asset Plans for all flagship assets, divert 100% of waste from landfill,

deliver social value initiatives at all assets including work experience events, complete a climate risk and opportunities assessment,

embed ISO compliant management services and continue to incorporate ESG in our leasing activities. We achieved all of these targets.

1 See ESG section on pages 49 to 54 for further details on 2024 performance and calculation methodology.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Risks and Uncertainties

Risk overview

The Board confirms that during 2024 it

has carried out a robust assessment of

the Group’s emerging and principal risks,

including mitigations, which are presented

in this section of the Annual Report.

The Group has made positive strategic,

operational and financial progress

notwithstanding the continued uncertain

macroeconomic environment in 2024. The

Group’s specialist focus on only the highest

quality city destinations has led to sustained

outperformance, including a strong finish to

the year for both footfall and leasing, leaving

the Group well positioned to drive rental

and earnings growth in 2025. From a

position of balance sheet strength, there is

an opportunity to continue to invest to drive

further organic growth from core operations,

create option value from strategic land, and

complete inorganic growth opportunities.

These positive trends contrast with the

continued high level of macroeconomic and

geopolitical uncertainty and the associated

challenges that both consumers and

businesses face as a result. Whilst gradually

easing through the year, inflation has

remained more stubborn than predicted,

interest rates appear to be staying higher

for longer, and consumers and occupiers

continue to face headwinds.

Throughout the year, the Board maintained

its focus on ensuring the Group was

effectively managing its risks. This included

a thorough review exercise involving the

Audit Committee and senior management,

covering the Group’s risks and the

associated mitigations. Given the changing

risk environment, the residual risk level of

each principal risk was also re-assessed.

The review resulted in the reduction of the

number of principal risks on which the

Group reports on from 14 to nine,

recognising the position of the Group in its

current business and strategic cycles whilst

maintaining best practices. These changes

are summarised in the ‘Changes to principal

risks during the year’ section of this report

on page 67.

The Group’s internal controls are aligned

to the COSO internal control framework

which sets the basis for a strong assurance

programme aligned to the Group’s principal

risks, whilst continuing to promote a strong

culture of awareness and accountability for

risk management across the Group.

Governance

The Group’s approach to risk management

is designed to enable the business to

deliver its strategic objectives while

effectively managing differing levels of

uncertainty which directly impact the

Group’s activities. The Group adopts a

top-down and bottom-up approach to

ensure comprehensive risk identification

and risk appetite is clearly defined. This

allows the Group to respond quickly to

changes in its risk profile and ensures risk

management is factored into strategic

decision-making whilst embedding a

strong risk management culture amongst

colleagues with clear roles and accountability.

Top-down

The key roles and responsibilities for the

Group’s risk management are shown in the

Risk governance structure chart.

The Board has overall responsibility for

risk oversight and determining the Group’s

approach to managing financial, regulatory,

operational, environmental and reputational

risk. It ensures that effective risk

management is integrated throughout the

business and embedded within the Group’s

policies, processes, culture and values.

The Board also sets the Group’s risk

appetite to ensure that risks are managed

within certain parameters with an

appropriate level of resource. Where

controllable risks are outside the Group’s

risk appetite, the Board seeks to implement

appropriate mitigations wherever possible.

The Board ensures each year that its risk

appetite is consistent with its strategy.

The Audit Committee supports the Board

in the oversight of risk and is responsible

for reviewing the effectiveness of the risk

management and internal control system

over the course of the year, as well as

overseeing the Group’s Internal Audit activity.

The Group Executive Committee has overall

accountability for the management of risks

across the business.

Bottom-up

The effective day-to-day management of

risk is embedded within our operational

business teams. This aligns risk

management with operational responsibility.

It also allows potential new risks to be

identified at an early stage such that

required mitigating actions can be approved

and put in place on a timely basis.

Internal Audit acts as an independent

assurance function by evaluating the

effectiveness of our risk management and

internal control processes.

Through this approach the Group operates

a ‘three lines of defence’ model of risk

management, with operational management

forming the first line, risk management

forming the second line, and finally Internal

Audit as the third line of defence.

Risk review process

The Group’s key risks are derived from a

systematic review of the Group’s strategic

priorities, and recurring work with senior

management and business teams to

identify and quantify key risks. These are

reviewed and monitored during the year

by the Group Executive Committee, the

Audit Committee and approved annually

by the Board.

The Group’s principal risks are defined

as those likely to significantly affect the

Group’s strategic objectives, operations,

or financial performance if not effectively

managed. The risks are classed as either

‘external’ risks, where market factors are

the main influence on change, or

‘operational’ risks which, while subject to

external influence, are more in the control

of management. The level of residual risk

for each principal risk is assessed taking

account of the likelihood of occurrence

and potential impact on the Group, and

also applicable mitigating actions. The

assessment of the Group’s principal risks

at the date of this report is shown on the

Residual Risk heat map.

To support the assessment process, the

Group produces a quarterly Risk Dashboard

which comprises several key risk indicators,

both historical and forward-looking, for

each principal risk. The risk indicators help

identify whether those risks are changing

and hence whether mitigating actions need

to be amended.

In 2024, the annual exercise to formalise

the Board’s risk appetite found that the

Board and senior management remain

aligned in their risk appetite for each

principal risk.

66 Hammerson plc Annual Report 2024

Strategic Report | Risks and Uncertainties

It is noted that there is one principal risk,

‘Macroeconomic and geopolitical’, where

the current residual risk rating is deemed

‘high’ as shown on the Residual Risk Heat

Map. This assessment is largely due to

external factors beyond management’s

control with mitigating actions where

possible to reduce the risk assessment,

as explained on page 69.

Assurance activity

As explained in the Audit Committee

Report, the Audit Committee approves

the annual Internal Audit plan. The plan is

designed to cover a number of the Group’s

principal risks, with a focus on those with

an elevated residual risk relative to risk

appetite or where activities are undergoing

significant change. In addition, it includes

cyclical reviews of key financial, reporting,

operational and compliance controls.

The scope and finalised audit reports are

reviewed by the Group Executive Committee

and Audit Committee, and agreed actions

are monitored to completion.

Changes to principal risks during the year

Following a detailed review of the Group’s

principal risks in the period, the Board

concluded upon nine risks, a reduction

from the previously reported 14. The nine

principal risks reflect where the Group is

strategically and the external factors which

may affect this.

The nine risks are demonstrated in the

Residual Risk Heat Map and full descriptions

of each risk are summarised on pages 69

to 73.

Increase in risk

Climate change (risk D): An increase

in the number and severity of climate

events around the world in 2024 and the

expectation that more rapid climate action

is required to mitigate this risk has meant

the Group have increased the risk profile

for Climate change. A re-assessment of

the risks and opportunities to manage

this has been performed in the year,

whilst also noting that this assessment

is considered over a three year residual

period and therefore is appropriately still

as a Medium risk overall.

Risk governance structure

Top-down

Determines risk appetite and provides oversight, monitoring, identification, assessment, and agrees mitigations of key risks at

a Group level.

Risk

Governance

Board – Overall responsibility for risk management

– Sets overall risk framework for the Group

– Sets risk culture and appetite

– Considers and approves risk and controls work undertaken by Audit Committee

Audit

Committee

– Reviews effectiveness of risk management frameworks

– Oversight of system of internal control

– Approves third line assurance activity by Internal Audit

– Reviews going concern and viability assessment

– Reviews climate risk and TCFD and TCFN compliance

Risk

Management

Group

Executive

Committee

– First line of defence

– Manages risk day-to-day through policy, process and people

– Embeds risk appetite across the Group

– Oversight of third parties under our onsite property management agreements

– Reviews risk mitigation activities

Risk

Management

– Second line of defence

– Work with management to identify principal risks, considering current and emerging risks

– Monitors and reports on key risk indicators

– Monitors risks and mitigations against risk appetite

Internal

Audit

– Third line of defence

– Designs and delivers the internal audit plan

– Provide assurance on effectiveness of the risk programme, testing key controls

– Tracks and verifies completion of agreed audit actions

Risk

Ownership

Teams and

colleagues

– Identifies, evaluates and mitigates operational risks

– Responsible for operating effectiveness of key controls

– Monitors risks assigned to each team, including escalation of emerging risks

– Monitoring of third parties

Bottom-up

Detailed identification, monitoring, assessment, prioritisation and active mitigation of risks at an operational level.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Note: Arrows indicate change in risk since 2023 Annual Report.

Impact

Medium HighLow

Likelihood

Medium HighLow

External risks

Operational risks

Macroeconomic

and geopolitical

Occupational

markets

Investment market,

valuations and

capital allocation

Climate change

Legal, regulatory

and tax

Operational

resilience

Capital structure

Property

development and

repurposing

People

Residual risk assessment

High risk

Medium risk

Low risk

Residual Risk Heat Map

Decrease in risk

Capital structure (risk G): Following the

disposal of Value Retail in 2024, the

refinancing of the loan secured against

Dundrum, and the Group’s successful bond

issuance which demonstrated strong

demand and favourable pricing, we have

reduced the residual risk for Capital

structure to reflect the strengthened

financial position.

New and emerging risks

New and emerging risks are a particular

area of focus and are explicitly considered

as part of the regular risk review process

explained above. Further identification work

is undertaken through the review of internal

activities and external insights, covering

both the real estate and wider commercial

sectors. During the year several potential

emerging risks were highlighted including;

geopolitical tensions and potential trade

conflicts/sanctions, economic uncertainty,

increasing regulatory burden, and cyber

threats including AI.

On review, it was determined that these

risks are appropriately captured by the

Group’s existing principal risks or are not

significant enough for the Group to be

deemed a new principal risk. As part of

the annual risk review, the Board therefore

concluded that no significant emerging

risks have been identified in 2024.

Climate risk

The Board has an obligation to assess

climatic risks and opportunities under

TCFD, and in May 2023 the Group received

approval from the Board to transition its

public reporting to focus on the adoption

of IPCC Scenarios 2 and 3 which are more

reflective of the latest scientific reports on

global climate transition.

The risk and opportunities were reassessed

and updated accordingly, noting no material

changes due to the inclusive approach

adopted to date. This will be updated again

in 2025 following the outputs of the Group’s

physical climate risk reviews.

Further details on this important risk area

are in the detailed risk section on page 70,

in the TCFD section on page 61 and the

Group’s separate 2023 ESG Report

available on the Group’s website.

Future outlook

The impact of external factors continues

to be the main concern for the Group,

particularly given the prolonged levels of

inflation, persistent higher interest rates,

and the impact of geopolitical tensions.

Nonetheless, the successful delivery of

the Group’s strategic objectives will

continue to act to reduce the level of

residual risk and ensure the longer-term

success and viability of the Group for

the benefit of all stakeholders.

68 Hammerson plc Annual Report 2024

Strategic Report | Risks and Uncertainties continued

A. Macroeconomic

and geopolitical (new)

Residual risk: High Link to strategy:

Adverse changes to the geopolitical landscape and

macroeconomic environment in which the Group operates have

the potential to hinder the ability to deliver the strategy and

financial performance.

Risk mitigations

– Geographical spread with specialist focus on only the highest

quality city destinations with a catchment reaching over 30% of

the UK population, 80% of Ireland and 20% of France

– Near-term debt maturities fully covered by existing cash

reserves with limited capital commitments

– Diversified portfolio (sectors, geography and occupiers) limits

impact of downturn or major market change in a single market

– Strong balance sheet following the disposal of Value Retail and

successful pricing of £400m 12-year bond in the year

– Monitoring of macroeconomic research and forecasts

– Economic outlook incorporated into annual Business Plan

– Board annual strategy review

– Regular monitoring and review of financing and capital structure

in the context of various market scenarios by the Chief Financial

Officer and the Executive Committee

Change in year

Despite persistent challenges in the macroeconomic environment

with higher for longer levels of inflation and interest rates, limited

GDP growth, supply chain constraints, continued geopolitical

uncertainty across many regions, and an increased likelihood of

tariffs and trade wars globally, the Group continues to successfully

deliver its strategic goals with a strong leasing performance and

resilient property valuations

B. Occupational markets (new)

Residual risk: Medium Link to strategy:

The Group fails to anticipate and address structural market

changes and target optimal property sectors. This could impair

leasing performance, result in a sub-optimal occupier mix and

thus impact the ability to attract visitors, and grow footfall/spend

and income at the Group’s properties.

Risk mitigations

– Flagship destinations in the heart of fast growing, major

European cities

– High-quality, diversified occupier base with weighted average

lease term to first break of 4.4 years

– Regular Board and Executive Committee assessment of our

occupier market outlooks to identify risks and opportunities

– Greater data insights and analytical capabilities including regular

catchment and occupier analysis

– Leasing process and policy aligned to occupier and visitor

requirements

– Clear delegation of authority with Group Management

Committee (‘GMC’) scrutinising all significant leasing transactions

– Asset centric organisational structure to ensure leasing team

fully aligned with asset management team with approved

property strategies

– Digital strategy providing detailed customer insight and

communication with our customers

– Use of short-term, ‘temporary’ leases to enhance occupier mix,

reduce vacancy costs and incubate new brands

Change in year

Whilst the wider occupier market environment has been

consistent throughout the period and occupiers face headwinds,

the Group continues to see a flight-to-quality for best-in-class

destinations which has seen the Group deliver another strong

leasing performance, with a positive outlook for 2025.

Link to strategy:

Investment for growth and value creation

Agile platform

Sustainable and resilient capital structure

Risk movement in 2024:

Increased

Decreased

No change

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

C. Investment market, valuations

and capital allocation (new)

Residual risk: Medium Link to strategy:

Investor demand in our property markets is reduced due to

macroeconomic and/or property market factors including

increased borrowing costs, economic downturn, and consumer

and occupier confidence. This could adversely impact property

valuations and risk hindering the liquidity of the Group’s portfolio

which in turn would reduce the availability of funds for reinvestment

in core assets and/or refinancing of debt. There is also a risk

that the Group allocate capital sub-optimally, including in JV

partnerships that are not fully aligned on our strategy, resulting

in reduced returns, weaker investor sentiment and poorer

capital performance.

Risk mitigations

– Portfolio focuses on high-quality flagship destinations in the

heart of major European cities

– Strong balance sheet providing capital to continue to invest to

drive further organic growth, create option value from strategic

land, and close inorganic growth opportunities

– Strong leasing performance and pipeline to maintain security

of income

– Asset level ESG plans in place with future improvement

initiatives planned to ensure alignment with investors’

environmental expectations

– Maintenance of solid capital structure prevents forced sales

– Independent valuations performed half yearly

– Investor relations programme to showcase the Group’s assets

and maintain strong relationships with active/potential investors

Change in year

The capital return of the Group’s property portfolio was -3.4% in

the year reflecting the negative impact of outward yield movement

in Ireland and write-down of some development valuations. In the

UK and France, yields were stable in the year and towards the end

of the year were trending inwards, reflecting an increase in

investment activity and improved buyer perception for the best

assets. There is the potential for yield compression going forward.

Interest rates are also forecast to fall albeit at a slower rate than

previously expected, further supporting the investment market.

Similarly the occupational market strengthened in the best locations

with continued polarisation and there is evidence of ERV growth

as tension builds.

D. Climate change

Residual risk: Medium Link to strategy:

Climate-related risks, particularly the reduction in carbon

emissions and addressing the risk of physical impacts including

extreme weather events to our assets as a result of climate-related

incidents, are not appropriately managed. This could adversely

impact valuations and investor sentiment and may result in an

increased final year bond coupon if the Group’s 2027 sustainability

linked bond targets are not met.

Risk mitigations

– Net Zero Asset Plans and Nature Asset Plans embedded

operationally for all flagship assets

– Clear action plan and quarterly updates provided to Group

Executive Committee and regular updates provided to Audit

Committee and Board

– Established ESG governance and reporting structure, from

asset to Board level, monitors key ESG metrics, including

performance and management of climate and nature-related

legislative and regulatory risk

– Senior management and Board provided with TCFD training

– Experienced ESG team designs and implements our strategy

in collaboration with the wider business

– Regular engagement with investors and across the wider

property industry on ESG matters

– ISO accredited Energy and Environment Management System

implemented across the Group (ISO 14000 everywhere and

ISO 50001 in the UK and Ireland)

– Insurance in place to cover property damage

– Triennial review of physical climate risk

– Strong governance structure in place (refer to page 57)

Change in year

ESG remains a high area of focus for the Group’s stakeholders

and significant progress was made during 2024 to enhance the

execution of the Group’s ESG strategy. Physical Climate Risk

Assessments and Nature Asset Plans aligned to the Taskforce on

Nature-related Financial Disclosures (‘TNFD’) were completed and

integrated into business planning. These along with our Net Zero

Asset Plans were then used to refresh our climate risks and

opportunities for Task Force on Climate-related Financial

Disclosures (‘TCFD’). TNFD aligned risks and opportunities were

also introduced for the first time. Our integrated TCFD and TNFD

response was approved by the Audit Committee and was delivered

in 2024 in readiness for our Corporate Sustainability Reporting

Directive (‘CSRD’) and EU taxonomy disclosures for 2025.

70 Hammerson plc Annual Report 2024

Strategic Report | Risks and Uncertainties continued

E. Legal, regulatory and tax (new)

Residual risk: Medium Link to strategy:

The failure to comply with laws and regulations applicable to the

Group and/or increased tax levies. These laws and regulations,

including tax, cover the Group’s role as a multi-jurisdiction listed

company; an owner and operator of property; an employer; and as

a developer. Failure to comply could result in the Group suffering

reputational damage, financial penalties/loss and/or other

sanctions. Changes or new requirements may place administrative

and cost burdens on the Group and divert resources away from

strategic objectives.

Risk mitigations

– Specialist internal functional support and external advisors

engaged to assist and provide advice on the ongoing

management and assessment of legal and regulatory risk

– Appropriate and proportionate policies and procedures

designed to capture relevant regulatory and legal requirements

– Internal systems and processes for the monitoring of

compliance with legal and regulatory requirements

– Maintaining constructive and positive relationships and dialogue

with regulatory bodies and authorities

– Focus on maintenance of the Group’s low risk tax status with

regular tax compliance reviews and audits across the Group

– Monitoring and advanced planning for future tax and

regulatory changes

– Ongoing engagement with external advisors on the relevant

regulatory horizon

– Zero tolerance approach for bribery, corruption and fraud with

policies and processes in place to manage and monitor such

risks including mandatory training in these areas

– Where appropriate, participation in policy consultations and

in industry led dialogue with policy makers through bodies such

as REVO, BPF and EPRA

Change in year

There have continued to be changes to applicable laws and

regulations in jurisdictions in which the Group operates in 2024.

These include areas such as building safety, employment, planning,

economic and financial crime, tax, ESG and corporate governance.

The appointment of new governments in the UK and the Republic

of Ireland following general elections is expected to result in

further legal and regulatory change affecting the Group’s business

and operations, whether directly or indirectly through the impact

on our occupiers, customers and other stakeholders. The Group

continues to monitor relevant areas of proposed change

announced by governments, including in relation to planning

reform, investment and business rates in the UK.

F. Operational resilience (new)

Residual risk: Medium Link to strategy:

The Group’s ability to protect its reputation, income and capital

values could be damaged by a failure to manage several key

operational risks including but not limited to; poor performance

of a key supplier/third party, health and safety issue including

a pandemic, civil unrest including acts of terrorism, cyber-attack

or other IT disruption.

Risk mitigations

– KPI’s built in to contracts with key third parties which are

monitored regularly throughout the period

– Annual performance review of key third parties

– ISO 27001 aligned cyber policies setting out standards for

penetration testing, vulnerability testing, patch management,

access control and data loss prevention

– Implementation of Cisco Umbrella software to enable same

level of security in remote working locations

– Cyber incident response plans in place

– Extensive use of multiple cloud based systems

– Health and safety ISO 45001 management system with annual

external compliance audits

– IS0 45001 accreditation obtained with no findings raised

– Appropriate insurance cover, including for terrorism, property

damage and cyber

Change in year

Significant investment and operational strengthening has

been made over recent years to streamline operations with

risk mitigations successfully built in to the operational model.

Notwithstanding the external environmental with regards to

increased technological advances and cyber threats, civil unrest

and large scale health and safety threats, the Group continues

to demonstrate a robust operational grip with respect to

these risks.

Link to strategy:

Investment for growth and value creation

Agile platform

Sustainable and resilient capital structure

Risk movement in 2024:

Increased

Decreased

No change

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

G. Capital structure

Residual risk: Medium Link to strategy:

Lack of access to capital on attractive terms could lead to the

Group having insufficient liquidity to enable the delivery of the

Group’s strategic objectives.

Risk mitigations

– Board approves and monitors key financing guidelines and

metrics and all major investment approvals supported by

a financing plan

– Proactive treasury planning to monitor covenant compliance;

where necessary, negotiate waivers and amendments; access

debt markets when available prior to debt maturities to facilitate

early refinancing; and ensure adequate liquidity is maintained

relative to debt maturities

– Proactive engagement with ratings agency to support

maintenance of Investment grade rating

– Annual Business Plan includes a financing plan, scenario

modelling and covenant stress tests

– Interest rate and currency hedging programmes used to

mitigate market volatility

– Asset roadshows to develop and maintain good relationships

with a wide range of sources of capital

– Ability to access bond market

Change in year

The Group has significantly strengthened the balance sheet

following the completion of the Group’s £1.5bn disposal programme,

the sale of the Group’s interests in Value Retail generating £584m

of net cash proceeds, the refinancing of Dundrum on favourable

terms, and the Group’s successful bond issuance which

demonstrated strong demand and favourable pricing.

These all acted to increase the Group’s flexibility in its options

for capital allocation to further strengthen the balance sheet,

return value to shareholders and invest further in value

accretive opportunities.

With net debt of £799m, down 64% since FY20, Net debt: EBITDA

of 5.8 times and LTV of 30%, and recent credit improvements from

Moody’s and Fitch, Hammerson now has one of the strongest

balance sheets in the sector.

H. Property development

and repurposing (new)

Residual risk: Medium Link to strategy:

Property development and the repurposing of our assets are

inherently risky due to the complexity, management intensity and

uncertain outcomes, and exposure to the volatile costs of materials

and labour and sub-contractor resilience, particularly for major

schemes with multiple phases and long delivery timescales.

Unsuccessful projects can result in adverse financial and

reputational outcomes.

Risk mitigations

– Utilise expertise and track record of developing landmark

destinations

– Development plans and exposure included in annual business

planning process

– Group’s development pipeline provides flexible future delivery

options, such as phasing, and requires limited near-term

expenditure to progress to the next decision stages

– Board approves all major commitments and performs formal

development reviews twice yearly

– Capital expenditure is subject to a strict appraisal process which

defines the key investment criteria, the risk assessment process,

key stakeholders, and appropriate delegations of authority

– Regular monitoring of capital expenditure, development

progress and associated risks

Change in year

While cost inflation and ongoing supply chain issues have

adversely impacted the broader property development market,

the Group remains confident over its ability to realise future value

from its numerous development opportunities.

72 Hammerson plc Annual Report 2024

Strategic Report | Risks and Uncertainties continued

I. People

Residual risk: Medium Link to strategy:

A failure to retain or recruit key management and other colleagues

to build skilled, high performing, and diverse teams could adversely

impact operational and corporate performance, culture and

ultimately the delivery of the Group’s strategy. As the Group

evolves its strategy it must continue to motivate and retain people,

ensure it offers the right colleague proposition and attract new

skills in a changing market.

Risk mitigations

– Communication to all colleagues of the Group’s purpose, vision

and values

– Annual business planning process includes people plans covering

team structures, training, and talent management initiatives

– Succession planning undertaken across the senior management

team and direct reports

– Training and development programmes and twice yearly

colleague appraisal process

– Active colleague forum to enable formal Board engagement

with feedback incorporated in management plans

– Affinity group to promote diversity, equality and inclusion

– Regular tailored colleague surveys to gain feedback, with action

plan in place by function to address colleague feedback

– Implementation of an enhanced HR system to further improve

colleague information sharing, data management, and learning

and development

Change in year

The colleague survey results were pleasing with high participation

and a significant uplift in the engagement score. The results were

shared with teams and action plans for further improvement

agreed based on colleague feedback.

Link to strategy:

Investment for growth and value creation

Agile platform

Sustainable and resilient capital structure

Risk movement in 2024:

Increased

Decreased

No change

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Viability Statement

Principal risks and Viability period

conclusion

At 31 December 2024, only one of the

Group’s nine revised principal risks is

deemed to have a ‘high’ residual risk –

macroeconomic and geopolitical – where

persistent challenges remain as mentioned

above. Capital structure risk was

considered to have reduced, following the

Group’s disposal of Value Retail and strong

demand and pricing in refinancing activity

during the year, whilst Climate change is

believed to have worsened given the

increased number of severe climate events

in 2024.

The Group made significant progress in

2024. Whilst the Board annually reviews the

Group’s strategy and approves the Plan

over a five year period, given the continuing

levels of uncertainty, particularly pertaining

to macroeconomic and geopolitical risk

remaining elevated, the Directors have

concluded that the appropriate period for

assessing the Group’s viability is three

years (from 31 December 2024 to

31 December 2027 (‘the Viability period’).

Assessment of viability

Approach

To enable the Board to understand the

Group’s viability, a reverse stress test (‘stress

test’) of the Group’s Plan was undertaken

to assess the maximum level that the key

variables to the Group’s unsecured debt

covenants could fall before reaching

covenant thresholds.

The key variables impacting the unsecured

debt covenants are valuations for the

gearing and unencumbered asset ratio

covenants, and net rental income for the

interest cover covenant. Net interest cost

also impacts the interest cover ratio,

although at 31 December 2024, 100%

of the Group’s gross debt is at fixed

interest rates, limiting volatility. This is not

expected to materially change during the

Viability period.

Overview

The Directors have assessed the future

viability of the Group.

The assessment considered the latest

geopolitical, macroeconomic and trading

outlook, particularly where persistent

challenges remain with higher for longer

levels of inflation and interest rates, limited

GDP growth, the introduction of tariffs and

related supply chain constraints, and

geopolitical uncertainty across many regions.

The Group has a clear strategy with three

main areas of focus:

– Investing for growth and value creation

– Operating and managing a lean and

scaleable, data-driven agile platform

– Maintaining a sustainable and resilient

capital structure

These areas of strategic focus are

underpinned by the Group’s commitment to

ESG. Progress has been made in all these

areas during 2024, details of which can be

found in the Chief Executive’s Statement.

Assessment of prospects

In assessing the Group’s viability, the

Directors considered the Group’s recent

operational and financial performance,

capital structure, strategy and future

prospects, and principal risks.

2024 performance

The Group delivered a strong operational

and financial performance with growth in

like-for-like gross rental income, lower

costs, improved occupancy, strong

collections, another record year of leasing

(+2% like-for-like at 100%) and higher

year-on-year footfall and sales.

The decline in adjusted earnings to £99m

(2023: £116m) was principally due to lower

GRI due to disposals over the previous

24 months, and a lower contribution from

Value Retail, both due to a weaker in-year

performance and its disposal in Q3. The

disposal of the group’s interest in Value

Retail alongside outward yield shift in Ireland

was also the principal driver of the IFRS

loss of £526m.

Further details on operational performance

can be found in the Chief Executive’s

Statement and financial performance in

the Financial Review.

Capital structure

The disposal of Value Retail generated

€705m (£595m) of cash proceeds and

drove a material strengthening to the

Group’s financial position. At £799m, net

debt at 31 December 2024 was 40% lower

that at the start of the year, also reflecting

the completion of the Group’s £500m

non-core disposal programme with £111m

of proceeds from the sale of Union Square.

Due to refinancing undertaken in the year,

including the issuance of £400m of 2036

bonds, and the retirement via tender of

£412m of 2026 and 2028 Sterling bonds,

average debt maturity improved from

2.5 years at the beginning of the year to

4.7 years at 31 December 2024. Liquidity

improved by £0.2bn to £1.4bn, including

£814m of cash, meaning that the Group has

no debt maturities not covered by existing

cash balances until 2027.

Strategy and prospects

The Board annually reviews the Group’s

strategy and also in December assesses

and approves a five year Business Plan

(‘the Plan’). The Plan sets out how the

Group will achieve its strategic objectives

and contains financial forecasts, financing

strategies and asset level and portfolio

plans, including potential acquisitions and

disposals, capital expenditure initiatives and

development projects. It also includes

forecasts of financing and debt covenant

metrics including reverse stress test

headroom calculations.

Another important factor in considering the

Group’s viability is the diversity and security

of the Group’s income. At 31 December

2024, the Group’s top 10 occupiers

represented 19.3% of the Group’s passing

rent (2023: 18.4%), with the largest brand

partner, Inditex, representing 5.7% (2023:

5.1%). For the Group’s flagship portfolio,

only 23% of passing rent is subject to an

occupier break or lease expiry over the next

three years and the corresponding WAULB

was 4.2 years (2023: 4.6 years).

74 Hammerson plc Annual Report 2024

Strategic Report | Viability Statement

Other mitigating actions

In addition, there are a number of key

mitigation actions available to the Group

which would strengthen the Group’s

financial position and provide additional

liquidity including disposals, reductions in

the projected levels of uncommitted capital

expenditure or other discretionary cash

flows, and the reintroduction and

encouraged take-up of a scrip dividend.

Conclusion

Based on their detailed Viability assessment,

the Directors confirm that they have a

reasonable expectation that the Group will

be able to continue in operation and meet

its liabilities as they fall due over the three

year period to 31 December 2027.

Financing assumptions

Whilst the Group has no debt maturities not

covered by cash balances until 2027, the

Group’s €700m 1.75% sustainability-linked

bond matures in April 2027. Given the

improvement to the Group’s financial metrics,

credit rating improvements from Moody’s

and Fitch, and the strong level support

the Group has enjoyed from the credit

markets (with the £400m 2036 bond 7x

oversubscribed at peak), we assume that

this is refinanced in the ordinary course.

Of the Group’s undrawn £602m of revolving

credit facilities (‘RCFs’), £139m expire in

2026 and the balance in 2027, following

a one-year extension option exercised in

2024. As with the 2027 bond, given the

strong working relationships and support

from the Group’s relationship banks and

financial institutions, we assume that these

facilities roll onto new terms expiring

outside of the Viability period.

Two further financing outcomes have been

incorporated into the stress test to test the

Group’s resilience. First, the early repayment

of the Group’s private placement notes at

30 June 2025, where £15m either matures

after the proposed Viability period (2028).

Exercising our option to redeem removes

any risk of breaching the unencumbered

asset ratio covenant (which is only

applicable to these notes) as this has

a lower level of covenant headroom to

valuation falls than gearing through the

assessment period.

Second, in relation to secured debt at

Dundrum (Group’s 50% share €175m)

maturing in September 2031, the Viability

assessment assumes the lenders take

control of the secured entities and the

Group derecognises its entire investment

at 30 June 2025. It is worth noting,

however, that due to the Group’s materially

strengthened financial position, these more

negative assumptions have little impact on

the outcome of the stress test.

Climate risk

The Directors also considered climate-

related risk as part of the Viability

assessment. An increase in the number and

severity of climate events around the world

in 2024 and the expectation that more

rapid climate action is required has meant

that Climate risk was deemed to have

increased in 2024. However, it is still judged

to be at the medium level of residual risk,

due to the long time horizons associated

with this topic. In 2024, the Group made

further progress on its Net Zero Asset

Plans, including the incorporation of revised

Physical Climate risk reviews and Nature

Asset Plans, which give a clear path to the

Group achieving Net Zero by 2030. Overall,

given the longer term nature of climate risk,

the Directors have concluded that the risk

does not have significant impact on the

Viability assessment over the three year

Viability period.

Scenario outcome

Based on the above Viability assumptions,

the outcome of the stress test is shown in

the following table:

Level of reduction in key variable to reach

covenant threshold

Key variable Covenant

31 Dec

2024

Viability

period

Valuations

(including VR)

Gearing 45% 44%

Net rental

income

Interest cover 75% 71%

Having reviewed current external forecasts,

recent precedents and possible future

adverse impacts to valuations and net

rental income, the Directors believe it is not

plausible that the reductions in valuations or

net rental income shown in the stress test

will occur over the Viability period.

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Non-financial and Sustainability

Information Statement

Non-financial and sustainability information

can be found in the following locations

within the Strategic Report (or is

incorporated into the Strategic Report

by reference for these purposes):

Policy Description Policy application and outcomes

Associated reporting

requirement

Code of conduct Sets out expectations for colleagues’

personal behaviour including treating

others with respect, acting fairly in

dealing with stakeholders, complying

with laws and maintaining integrity in

financial reporting.

The Code of conduct is issued to all colleagues across the

Group and supported by training during new colleague

induction, as well as being reinforced by the Board’s and senior

leadership’s actions and communications. No material breaches

were alleged or identified during 2024. See page 47 for more

information on our colleagues.

— Employees

— Social matters

— Anti-bribery

and corruption

Equal opportunities

policy

Confirms the Group’s commitment to

equal opportunities and diversity and

the Group’s opposition to all forms of

unlawful discrimination.

The policy is available to all colleagues and applied in relation to

hiring and promotion decisions at all levels. No breaches of the

policy were alleged or identified during 2024. The ethos of the

policy is supported by our Affinity Network, is sponsored by our

CEO, Rita-Rose Gagné and supported by Group Communications

and HR to deliver relevant news, events and initiatives to

colleagues across the Group. See page 53 for more information

on our colleagues and Affinity Network.

— Human rights

— Employees

— Social matters

Health, safety and

security statement

of intent

Sets out measures designed to

ensure a culture of health and safety

best practice that leads to the

elimination or reduction in risks to

health, safety and security of all

associated with the Group.

The policy is applied through our robust management system

across the UK, Ireland and France, which enabled us to gain

re-accreditation to ISO45001 standard in December 2024 for

the Group. As at 31 December 2024, there were no intolerable

risks outstanding and no Environmental Health Officer notices

were received during the year. The new online risk management

platform we launched in 2023 has been pivotal in reducing risk

across the portfolio as evidenced in our flagship Destination’s

achieving re-accreditation of ISO45001 with no actions; the

first time this has ever been achieved.

A continued improvement in health and safety culture is

reflected in compliance scores with the entire portfolio

consistently scoring above the 95% KPI. See page 56 for more

information on health, safety and security matters.

— Employees

— Social matters

Modern slavery and

human trafficking

statement

Sets out the approach taken by the

Group to understand the potential

modern slavery risks associated with

the Group’s business and explains

the actions taken to prevent slavery

and human trafficking within the

Group’s operations and supply chains.

Modern slavery awareness is maintained across the Group’s

operational teams and specific training is provided to

colleagues through the Group’s online training system. Key risk

areas identified are within the Group’s supply chain and relate

to construction activities and low skilled support services.

Both areas remained low risk as part of the Group’s overall risk

assessment in 2024. We include relevant provisions in applicable

supplier contracts and require adherence to our supplier code

of conduct. These and other protections seek to reduce the

risks of using suppliers who do not comply with this legislation.

No incidents of modern slavery or human trafficking were

identified or alleged during 2024. The Company’s 2023 Modern

Slavery and Human Trafficking Statement was approved by the

Board in June 2024.

— Human rights

— Social matters

Index of non-financial reporting

disclosures

Non-financial information Pages

Business model 26 to 27

Principal risks 66 to 73

Non-financial key performance

indicators 33

The Group also has a range of policies

and procedures relating to colleagues,

environmental and social matters, human

rights and anti-bribery and corruption.

The Group’s energy, environmental, climate

change, biodiversity, human rights,

volunteering and charitable donations

policies and climate-related financial

disclosures consistent with all TCFD

recommendations are included in the TCFD

section on page 55. A description of the

Group’s other policies, the due diligence

measures we undertake to implement them

and the results of applying these policies,

are all set out in the table below.

76 Hammerson plc Annual Report 2024

Strategic Report | Non-financial and Sustainability Information Statement

Policy Description Policy application and outcomes

Associated reporting

requirement

Responsible

procurement policy

Sets out the Group’s objectives to

promote responsible procurement

through the purchase of

environmentally and socially

sustainable goods and services

and engage with key suppliers to

encourage better performance

and effective management of

environmental and social risks

within the Group’s supply chain.

The policy was applied to procurement activities undertaken

across both operational and development activities in 2024.

Supplier adherence to this policy is monitored and enforced

at the ‘request for information’ stage of procurement with the

most compliant suppliers being progressed to the next stages

of the procurement process. The policy is also linked to the due

diligence process necessary to approve third party consultants,

contractors and suppliers. No material breaches were alleged

or identified during 2024.

— Human rights

— Social matters

— Anti-bribery

and corruption

— Environmental

matters

Supply chain code

of conduct and

procurement

Outlines a set of best practice

standards that apply to all Group

suppliers (covering legal requirements,

labour standards, health and safety

and environmental responsibility) and

explains how the Group measures

and monitors supplier adherence to

such standards.

This is fully embedded in our procurement process – each new

supplier to the Group must subscribe to the code of conduct

and complete the accompanying questionnaire in order to gain

‘approved supplier’ status. Suppliers must be fully compliant

with health and safety, ESG regulations and must be fully

insured. Reporting of Injuries, Diseases and Dangerous

Occurrences Regulations (‘RIDDOR’) issued by the Health and

Safety Executive must be fully resolved and disclosed before

we can use such suppliers. This has resulted in only the most

compliant suppliers being selected to reduce risk exposure and

associated costs. This is also linked to the due diligence process

necessary to approve third party consultants, contractors and

suppliers. No material breaches were alleged or identified

during 2024.

— Human rights

— Social matters

— Anti-bribery

and corruption

— Environmental

matters

Anti-bribery and

corruption policy*

Sets out the Group’s zero tolerance

policy in relation to bribery and

corruption, including prohibitions on

improper and facilitation payments,

and penalties for breach of policy.

The policy is issued to all colleagues across the Group

alongside the Gifts and Entertainment Policy and supported by

training delivered during the colleague induction programme.

The Company has also made available to all colleagues an

Anti-Bribery and Corruption Risk Assessment, which provides

guidance on carrying out due diligence when appointing third

party consultants, contractors and suppliers. No incidents of

bribery or corruption were alleged or identified during 2024.

— Employees

— Anti-bribery

and corruption

Whistleblowing policy* Encourages colleagues to report,

anonymously if preferred, any

concerns they may have in relation

to health and safety matters, the

environment, or any other unethical,

unfair, dangerous or illegal behaviour,

sets out the process for doing so

and confirms that whistleblowers will

not be victimised.

The policy is issued to all colleagues across the Group and

supported by training during new colleague inductions. Annual

reminders are circulated by email to all colleagues and posted

on the Group’s internal intranet to ensure ongoing awareness of

the availability of the policy and the whistleblowing procedures

the Company has in place. No whistleblowing concerns were

raised by colleagues during 2024.

— Employees

— Anti-bribery

and corruption

Gifts and

entertainment policy*

Explains the forms of, and

circumstances in which, gifts or

entertainment might be acceptable

and the reporting and approval

procedures to follow where colleagues

wish to offer, or receive, hospitality.

The policy is issued to all colleagues across the Group and

supported by training as part of new colleague inductions.

Gifts and entertainment registers are maintained across the

Group and reviewed periodically. No material breaches were

alleged or identified during 2024.

— Employees

— Anti-bribery

and corruption

All policies are available on the Company’s website at www.hammerson.com save for those marked with a * which are available

to all colleagues through the Company’s intranet.

2024 Strategic Report

Pages 1 to 77 of this Annual Report constitute the Strategic Report which was approved and signed on behalf of the Board on

25 February 2025.

Rita-Rose Gagné Himanshu Raja

Director Director

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Governance

at a glance

Ensuring good governance

Key Board activities in 2024

The Board

Audit

Committee

Remuneration

Committee

Group Executive Committee

Group Management Committee Group Investment Committee

Nomination and Governance

Committee

Board and Committee Governance Structure

“

Good corporate governance remains a key focus of the Board and is

essential in delivering the long term sustainable success of the Company

for the benefit of our stakeholders. Corporate governance procedures are

embedded into our culture and provide the foundations for the Board’s

oversight and decision making.”

Robert Noel

Chair of the Board

– Oversight and approval of the disposal of the Group’s

interest in Value Retail, together with associated corporate

actions including the share consolidation and buyback.

– Assessment and approval of the acquisition of the

remaining 50% stake in Westquay, Southampton and

other investment activity.

– Annual strategy day including different external and

stakeholder perspectives alongside a site visit to

The Oracle, Reading.

– Approval of the 2025 Business Plan and oversight of

performance against the plan for 2024.

– Ongoing oversight of key compliance, governance and

legal matters, including in relation to health and safety.

– Assessing the external environment and changes in the

markets in which the Group operates.

– Actions to further strengthen the capital structure, including

the 12-year £400m bond issuance and accompanying tender

of £412m outstanding bonds maturing in 2026 and 2028.

– Oversight of transformation activity, including updates on

technology, risk and colleague considerations.

– Spending time with colleagues and other stakeholders,

providing insight on priorities and perspectives.

– 2023 final and 2024 interim dividends, together with

increasing the payout policy for ordinary dividends from

60–70% of Adjusted earnings to c.80–85%.

– Review of principal and emerging risks.

78 Hammerson plc Annual Report 2024

Corporate Governance Report | Governance at a glance

Board gender Board diversity

Female 37.5%

Male 62.5%

Ethnic Minority 37.5%

White 62.5%

Board tenure

5 years +

Adam Metz

Carol Welch

Méka Brunel

2–5 years

Rita-Rose Gagné

Himanshu Raja

Robert Noel

Mike Butterworth

Habib Annous

* Tenure, gender and diversity data as at 31 December 2024 and remains unchanged

as at the date of this report

How stakeholder considerations

inform our decision making

Occupier

Customers

Colleagues

Communities

Investors

Partners

We seek to deliver long-term,

sustainable value and positive

outcomes for all our stakeholders.

Consideration of the impact that

the Board’s decisions may have

on our stakeholders is an

important part of the decision

making process. Continued

meaningful engagement with

our stakeholders enables us to

understand their interests and

priorities and how these change

over time.

How the Company complies with the Code

For the year ended 31 December 2024 the

Company was subject to the UK Corporate

Governance Code 2018 (the Code), which is

available on the website of the Financial Reporting

Council at www.frc.org.uk. The purpose of the

Code is to promote the highest ethical and

governance standards for UK listed businesses

to contribute to long term sustainable success.

The Board considers that, throughout the year,

the Company has applied all of the principles and

complied with all of the provisions of the Code.

The Company has generally sought to comply

with new provisions introduced by the 2024 UK

Corporate Governance Code (the 2024 Code) in

advance of their formal application from 1 January

2025 (with the exception of new provision 29).

However, for the purposes of this Annual Report,

compliance is reported against the Code.

Compliance against the in force provisions of the

2024 Code will be reported on fully in next year’s

Annual Report.

The Company’s compliance with the Code is

reported against each of the five main sections:

Board leadership and Company purpose; Division

of responsibilities; Composition, succession and

Evaluation; Audit, risk and internal control; and

Remuneration. The relevant disclosures can be

found throughout this Annual Report on the

following pages:

Code section Page

Board leadership and Company purpose

The role of the Board 82

Purpose and strategy 82

Culture and values 84

Stakeholder and workforce engagement 84 to 86

Division of responsibilities

The roles of the Directors 87

Director commitment 88

Board Committees 88

Board support 88

Composition, succession and evaluation

Board effectiveness review 89 to 91

Nomination and Governance

Committee Report 92 to 96

Audit, risk and internal control

Risk management and internal controls 91

Fair, balanced and understandable

assessment 91

Audit Committee Report 97 to 103

Remuneration

Directors’ Remuneration Report 104 to 123

Read more about our

stakeholders, how we engage

with them and associated

outcomes on pages 28 to 30

The Company’s s172 Statement

appears on page 31

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Executive Directors Non-Executive Directors

Key to Committee membership

Audit Committee

Nomination and Governance Committee

Remuneration Committee

Solid circle denotes Committee Chair

Board of Directors

Rita-Rose Gagné

Chief Executive

Appointed to the Board

2 November 2020

Experience

Rita-Rose Gagné brings

extensive experience in real

estate investment and global

property markets combined

with strong strategic,

operational leadership and

financial management skills.

Prior to joining Hammerson,

Rita-Rose was President of

Growth Markets at Ivanhoé

Cambridge, responsible for

over $8bn of real estate assets,

platforms and a development

pipeline across Asia Pacific

and Latin America, covering

logistics, retail, mixed use, office

and residential sectors. Having

joined Ivanhoé Cambridge in

2006, Rita-Rose held a variety

of positions including Executive

Vice President of Global

Strategy, Portfolio Management

and Investment Funds, covering

North America, Europe,

Asia Pacific, India and Latin

America markets.

A trained lawyer, she was

a senior partner at Fasken,

a global law firm covering real

estate, infrastructure, corporate

mergers and acquisitions.

Himanshu Raja

Chief Financial Officer

Appointed to the Board

26 April 2021

Experience

Himanshu Raja holds a law

degree (LLB), is a Chartered

Accountant and was most

recently Chief Financial Officer

at Countrywide Ltd (formerly

Countrywide plc) from 2017

until its sale to Connells Ltd in

March 2021.

Prior to that he had served as

Chief Financial Officer at G4S

plc for three years where he

was responsible for finance,

treasury, tax, investor relations,

M&A, IT and procurement, and

led a significant improvement in

contract risk management and

governance across the Group

and delivered significant cost

transformation and cash flow

improvement. Prior to G4S plc,

Himanshu was Chief Financial

Officer of Misys plc and also

Logica plc, where he led the

sale of the group to CGI in

a £2.1 billion transaction.

Robert Noel

Chair of the Board

Appointed to the Board

1 September 2020 and appointed

as Chair on 7 September 2020

Experience

Robert Noel brings extensive

property industry knowledge

and experience to the Board

having built a long and

successful career spanning over

30 years in the real estate

sector, including other listed

companies. Most notably,

Robert was Chief Executive

Officer at Land Securities

Group Plc (Landsec) from 2012

until March 2020.

Prior to joining Landsec in 2010,

Robert was Property Director at

Great Portland Estates Plc from

2002 to 2009 and from 1992

to 2002 he was a Director of

Nelson Bakewell, the property

services group. Robert is a

past president of the British

Property Federation.

External Listed Directorships

Chair of the Board of Taylor

Wimpey plc.

Mike Butterworth

Senior Independent Director

Appointed to the Board

1 January 2021

Experience

Mike is a Chartered Accountant

and brings 25 years’ experience

in senior finance roles in FTSE

250, Small Cap and AIM

businesses across a broad

range of sectors including

manufacturing, technology,

communications, healthcare and

beverages. Mike was previously

Chief Financial Officer of

Incepta Group plc, prior to its

acquisition by Huntsworth plc

in 2005, and Chief Financial

Officer of Cookson Group plc

until its demerger in 2012.

Mike was also Group Financial

Controller at BBA Group plc.

A graduate of Oxford University,

Mike started his early career

with Arthur Andersen.

Mike also has extensive Board

experience and his previous

Non-executive roles have

included Senior Independent

Director and the Chair of the

Audit Committee at Johnston

Press plc and at Kin and Carta

Group plc, and Chair of the

Audit Committee at Cambian

Group plc and Stock Spirits plc.

External Listed Directorships

Non-executive Director of

Pressure Technologies plc

and Focusrite plc.

80 Hammerson plc Annual Report 2024

Corporate Governance Report | Board of Directors

Non-Executive Directors

Habib Annous

Independent Non-executive

Director

Appointed to the Board

5 May 2021

Experience

Habib brings 30 years’

experience in investment

management across a range

of sectors.

Most recently, he was a partner

at Capital Group, an active

investment management

business with assets under

management of over $2 trillion,

from 2002 to 2020, where he

was responsible for the

European Real Estate sector

as well as a number of other

industries. He started his career

as an equity analyst in 1988

with responsibility for UK Real

Estate. He became a Fund

Manager in 1989 at Lazard

Investors and then moved to

Barclays Global Investors and

subsequently to Merrill Lynch

Investment Managers.

Habib is a former advisor to the

Investment Forum.

Adam Metz

Independent Non-executive

Director

Appointed to the Board

22 July 2019

Experience

Adam Metz has built a

successful career in the US

over 30 years and brings to the

Board wide-ranging experience

in retail and commercial real

estate, as both an executive

and non-executive director.

He served as CEO of General

Growth Properties and

President of Urban Shopping

Centres, Inc., two US REITs

focused on the retail sector.

He also has extensive

investment experience gained

at Blackstone Group, TPG

Capital and most recently the

Carlyle Group. At the Carlyle

Group, he was a Managing

Director and Head of

International Real Estate and

also served on Carlyle’s

Management Committee until

2018. His comprehensive

experience in real estate

investment and strategy in the

US, Europe and Asia, through

listed companies and private

equity, enables him to make

a valuable contribution to

our Board.

External Listed Directorships

Chair of Seritage Growth

Properties and independent

Director of Morgan Stanley

Direct Lending Fund.

Méka Brunel

Independent Non-executive

Director

Appointed to the Board

1 December 2019

Experience

Méka Brunel has extensive

experience in the European real

estate sector which, together

with her knowledge and skills

in property outside of retail,

strengthens the Board’s

expertise. Méka first joined

Gecina, the Euronext listed

REIT with French office and

residential assets, as executive

director of strategic

development in 2003. She was

then appointed chief executive

of Eurosic, the office REIT,

in 2006 and became the

European President of Ivanhoé

Cambridge Inc in 2009. Méka

returned to Gecina in 2014,

joining as a non-executive

director before being appointed

as Chief Executive Officer from

2017 to 2022. She is a civil

engineer, holds an executive

MBA from the HEC Paris School

of Management and is a fellow

of RICS. Méka has previously

served as a non-executive

director of Crédit Foncier de

France, the chair of France

Green Building Council.

External Listed Directorships

Non-executive Director of

Emeis SA and Eiffage SA.

Carol Welch

Independent Non-executive

Director

Appointed to the Board

1 March 2019

Experience

Carol Welch has significant

experience in leading business

transformation and executing

customer led strategy in the

retail, leisure, and hospitality

sectors at board level. Carol is

currently Group CEO of A.F.

Blakemore & Son Ltd, where

she leads the SPAR retail

stores division and a wholesale

business that serves major retail

and leisure brands. This allows

her to bring to the Board

extensive knowledge of

delivering improved business

and organisational performance

in the retail sector, including a

deep understanding of the

changing behaviours of the

omnichannel consumer, asset,

property, and supply chain

development, alongside

operations and people

leadership. Carol also brings

insightful European consumer,

operations, and occupier

experience from her time at

ODEON Cinemas Group, where

she led the transformation of

their estate and guest

experience, alongside their

commercial and digital strategy

across Europe.

Carol is our Designated

Non-executive Director for

Colleague Engagement.

Full biographical details for each Director and full details of external

appointments can be found on our website at www.hammerson.com

You can view details of our Group Executive Committee members

on our website at www.hammerson.com

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Corporate Governance Report

Board leadership and

Company purpose

The role of the Board

The purpose of the Company is to create

exceptional city destinations that realise

value for our stakeholders, connect our

communities and deliver a positive impact

for future generations.

The primary duty of the Board is to promote

the long term success of the Company by

setting a clear purpose and strategy which

create long term value for our investors and

other stakeholders. It aligns the Group’s

culture with its strategy, purpose and values

and sets the strategic direction and

governance of the Group. The Board has

ultimate responsibility for the Group’s

management, strategic direction and

performance, and ensures that sufficient

resources are available to enable

management to meet the strategic objectives

set. You can read more about our strategy

on pages 4 to 9 and pages 12 to 21.

The Company’s governance framework

supports strong governance across its

activities, enabling oversight of

performance, delivery against strategic

objectives and effective decision making.

As part of this framework, the Company

has a Schedule of Matters Reserved

for the Board (Matters Reserved),

which was reviewed and updated in

December 2024, and is available to view

at www.hammerson.com.

The Board undertakes various duties in

accordance with the Matters Reserved,

including approving major acquisitions,

disposals, capital expenditure and

financings. The Board also oversees the

Company’s system of internal controls and

risk management, including climate related

risks and opportunities, and approves and

monitors performance against the annual

Business Plan.

Details of the Board of Directors of the

Company as at the date of this report are

set out on pages 80 to 81 and can also be

found on the Company’s website at

www.hammerson.com. Details of the

various Director roles are set out in the

‘Division of responsibilities’ section on page

87 and details of Board and Committee

composition can be found in the Nomination

and Governance Committee Report on

pages 92 to 96.

Purpose and strategy

The Board discharged its responsibilities in

relation to strategy and purpose through a

number of activities in the year. These

included the annual Board Strategy Day

held in October 2024, which covered a

wide range of strategic issues. Directors

were able to meet with a broad range of

colleagues throughout the business via a

‘speed dating’ style event held at our

London office as well as a separate site visit

and tour hosted at The Oracle, Reading, the

following day. A range of different external

perspectives were provided at the Strategy

Day through the participation of occupiers,

advisers and other third parties. These

perspectives facilitated discussion in

different areas relevant to the Company’s

strategy, operations and markets, including

the identification of potential risks and

opportunities for consideration by the

Board and management.

The Board also considers strategic matters

as part of regular meetings through the year.

At each scheduled meeting, management

provide updates on performance against

strategic goals and initiatives, together with

relevant updates on external developments

and stakeholder perspectives.

Throughout 2024, the Board focused on

providing leadership and support to the

executive team as well as an objective,

independent and constructive view on the

Company’s strategy and business model,

to ensure they adequately reflect the core

capabilities of the business and the

changing external environment, particularly

during a period of uncertain macroeconomic

and geopolitical conditions. Further detail

on how the Company generates and

preserves value over the long term is set

out in the Chief Executive’s Statement on

pages 12 to 21 and Business Model on

pages 26 to 27.

Meetings of the Board

Formal meetings of the Board throughout

the year present an opportunity for the

Directors to be updated on, and oversee,

the performance of the business, progress

against strategic objectives, external and

internal developments and stakeholder

perspectives, among other things. As part

of these meetings, its annual Strategy Day

and other sessions with management

during the year, the Board considers

opportunities and risks relating to the future

development of the business, including

matters relating to the wider ESG agenda.

Key activities of the Board in 2024

In addition to consideration of standing items such as the

CEO’s Report, updates on financial and operating performance,

investment and transaction reporting, legal and governance

updates and stakeholder updates, during 2024, the Board’s

key activities and areas of focus included:

April

– Updates on ESG, health and safety, and cyber security,

including the review and approval of associated policies

– Feedback from the Chair of the Board on the outcome

of his engagement with shareholders ahead of the AGM

February

– Approval of the 2023 full year results and

accompanying documentation

– Approval of 2023 final dividend

– Review of AGM documents and shareholder

engagement plan

June

– Strategic aims and the financial forecasts

– Review and approval of the Company’s

Modern Slavery Statement

– Refinancing of the secured loan on

Dundrum, Dublin

82 Hammerson plc Annual Report 2024

Corporate Governance | Corporate Governance Report

During the year, Directors attend meetings

of Committees of which they are not a

member by invitation. This includes: (i) the

Chair’s attendance at meetings of the Audit

and Remuneration Committees; (ii) the

Chief Executive and Chief Financial

Officer’s attendance at meetings of the

Audit Committee; and (iii) the Chief

Executive’s attendance at meetings of

the Remuneration and Nomination and

Governance Committees. This attendance

is not reflected in the table above.

The annual schedule of Board meetings is

set well in advance so that, so far as

possible, all Directors are available to attend

meetings. If, in exceptional circumstances, a

Director is unable to attend a meeting, they

receive the papers as usual and have the

opportunity to provide any questions or

comments ahead of the meeting and to

discuss the outcome of the meeting with

the Chair or executive management.

The same applies to meetings of the

Board’s committees.

The table above sets out details of the

attendance at meetings of the Board and

its committees during 2024. In addition to

these scheduled meetings, a number of

ad hoc meetings were held to consider

specific items of business. In addition, all

members of the Board attended the annual

Board Strategy Day in October 2024.

Each scheduled meeting of the Board

includes time for discussion between the

Chair, the Non-executive Directors and

the Chief Executive, and separately for

discussion between the Chair and the

Non-executive Directors without the

Executive Directors present. Scheduled

meetings of the committees include time

for discussion between the members

without the presence of management.

The Board’s discussion of long-term

strategy and value creation continued

to be informed by a range of different

engagement mechanisms in the year.

The Board met with colleagues through

a range of opportunities, as described

on page 85. Members of the Board met

with other key stakeholders, including

shareholders and occupiers as explained

on pages 28 to 30.

Board and Committee meetings attendance – 2024

Scheduled Board

meetings

Audit Committee

meetings

Nomination and

Governance

Committee meetings

Remuneration

Committee

meetings

Robert Noel 7/7 n/a 3/3 n/a

Rita-Rose Gagné 7/7 n/a n/a n/a

Himanshu Raja 7/7 n/a n/a n/a

Habib Annous 7/7 5/5 3/3 4/4

Méka Brunel 7/7 n/a 2/3* 4/4

Mike Butterworth 7/7 5/5 3/3 n/a

Adam Metz 7/7 5/5 3/3 n/a

Carol Welch 7/7 n/a 3/3 4/4

* Méka was unable to attend one Nomination and Governance Committee meeting due to a prior commitment.

Méka was able to provide her input on the agenda items and meeting papers ahead of the meeting and was

briefed following the meeting on the discussions that took place and the decisions made.

2024 Board Strategy Day

– In October, the Board held its annual

strategy event, including time spent

at The Oracle, Reading.

– The Board held wide-ranging

discussions on strategic priorities

focused on growth in the Company’s

destinations. Specific topics included

leasing strategy, use of data and

insights, artificial intelligence, asset

repurposing and placemaking.

– The strategy day included discussions

with colleagues from across the

business and sessions facilitated by

external speakers in relation to

consumer/occupier trends, the UK

development market and technology.

October

– Annual Board Strategy Day

– Acquisition of the remaining 50% stake

in Westquay, Southampton

September

– Approval of documents for special shareholder

meeting to approve corporate actions arising

from the disposal of interest in Value Retail

– Approval of the establishment of the Company’s

Euro Medium-Term Note Programme and subsequent

bond issuance and tender

July

– Approval of sale of interest in Value Retail and accompanying

corporate actions

– Approval of the 2024 half year results and investor presentation

– Approval of the 2024 half year dividend

December

– Approval of 2025 business plan

– Discussion of the 2024 internal Board and Committee

performance review and approval of resulting actions

– Review and approval of the Company’s principal and

emerging risks, including risk appetite and risk mitigation

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Culture and values

The Board recognises the importance that

culture and values play in the long term

success and sustainability of the Company,

and the role of the Board in establishing,

monitoring and assessing culture. During

2024, the contribution of culture and values

has been an important focus for the Board.

Hammerson’s values are: Connected,

Ambitious and Respectful. The senior

management team spent time in 2024

working with colleagues to ensure that those

values were embraced and embedded into

the Company’s culture. Workshops

co-created and hosted with members of

the Colleague Forum were held throughout

the year to obtain feedback and actively

engage with colleagues to consider what

those values mean to them and the

difference they can make at an individual

and team level to ensure they are

embedded efficiently. The Board received

updates on the results of these sessions via

the Nomination and Governance Committee

and will continue to monitor progress in

2025. You can read more on this in the Our

Colleagues section on pages 47 to 48.

During 2024, the Board monitored,

assessed and promoted the Company’s

culture and values through a number of

different activities, including:

– Asset visits and tours and attendance by

Directors at various colleague events and

meetings. This included a visit of the

Board to The Oracle, Reading, as part of

the Board Strategy Day and meetings

with colleagues and occupiers.

– Updates to the Board and its Committees

by the Chief Executive and the Chief

People Officer on matters relating to

people and culture.

– The Board discussed plans for, and the

results of, the Company’s colleague

engagement survey, including updates

on engagement with colleagues and

resulting actions.

– The Remuneration Committee’s

consideration of matters relating to

values and culture as part of its

remuneration deliberations.

– The Board’s review of arrangements

relating to whistleblowing, fraud and

anti-bribery and corruption, including

with a view to ensuring that appropriate

systems are in place for colleagues to

raise concerns in confidence.

The Group is committed to complying

fully with all applicable laws and regulations

and has high standards of governance

and compliance. The Code of Conduct

has been prepared to help colleagues

and Directors to fulfil their personal

responsibilities to investors and wider

stakeholders. The Code of Conduct covers

the following areas:

– Compliance and accountability

– The required standards of personal

behaviour

– The Group’s dealings with stakeholders

– Measures to prevent fraud, bribery

and corruption

– Share dealing

– Security of information

The colleague induction programme

includes compulsory modules on health

and safety, anti-bribery, financial crime,

cyber security, ESG, protection of

confidential and inside information, and

data protection, which are delivered in the

UK, France and Ireland via the Group’s

online Learning Management System.

The content of these modules are regularly

reviewed and refreshed to ensure they

remain fit for purpose.

The Directors remain committed to zero

tolerance of bribery and corruption by

colleagues and the Group’s suppliers.

The Audit Committee receives annual

Anti-Bribery and Corruption, Fraud and

Whistleblowing Reports and reviews the

arrangements in place for individuals to

raise concerns. In 2024, the Board

reviewed and, on the Audit Committee’s

recommendation, approved updates to the

Company’s Anti-Bribery and Corruption

Policy. The Group’s Whistleblowing Policy

and procedures were also reviewed and

the minor amendments proposed were

approved. The Board also received updates

throughout the year on the additional

measures to be introduced by The

Economic Crime and Corporate

Transparency Act 2023 in respect of the

new offence of failing to prevent fraud.

Relevant updates to the Company’s policies

and procedures will be presented to the

Board during 2025.

There were no allegations of fraud detected

or reported during the year and no

whistleblowing concerns were raised.

The Group’s Modern Slavery and Human

Trafficking Statement is submitted to the

Board for approval each year, and the

statement is published on the Company’s

website at www.hammerson.com.

Engagement with stakeholders

Stakeholder engagement remains a key

focus for the Board. In order to comply with

Section 172 of the Companies Act 2006

(the Act), the Board takes into consideration

the interests of stakeholders when making

decisions and includes a statement setting

out the way in which Directors have

discharged this duty during the year.

Further information on the actions carried

out in 2024 by the Board to comply with

its obligations to the Group’s stakeholders

is detailed on pages 28 to 30 and the

statement of compliance with Section 172

of the Act is set out on page 31.

The identification of our key stakeholders

and the continuing engagement efforts help

to ensure that the Board can understand,

consider and balance broad stakeholder

interests when making decisions to deliver

long term sustainable success. While the

Board will engage directly with stakeholders

on certain issues, stakeholder engagement

will often take place at an operational level

with the Board receiving regular updates on

stakeholder views from the Executive

Directors and the senior management team.

Board papers requesting a decision from

the Board are required to include a specific

section reviewing the impact of the proposal

on relevant stakeholder groups.

During 2024 the Nomination and

Governance Committee spent time

reviewing and discussing a stakeholder

map setting out details of the Company’s

principal stakeholders, how the Company

engages with them and the issues of

interest to them. This discussion was

intended to identify, among other things,

whether all key stakeholders and their

interests had been appropriately identified

and potential opportunities for

enhancement in relation to the Board’s

consideration of stakeholder interests in

2025. Following its discussion, the

Committee was satisfied that all key

stakeholder groups had been appropriately

covered in the exercise and that there was

valuable and informative engagement with

each group, whether by Directors or

management during the year.

The Board assesses stakeholder views

and takes them into account when making

decisions. The case studies on pages 85 to

86 provide practical examples of how the

Board takes into account the Company’s

different stakeholders as an important part

of decision-making process.

84 Hammerson plc Annual Report 2024

Corporate Governance | Corporate Governance Report continued

Engagement with colleagues

Our colleagues are central to the business

and their performance is critical to its long

term sustainable success. Colleague

engagement in our business is therefore

high on our agenda at both Board and

senior management levels.

The Colleague Forum (the ‘Forum’)

enhances two way dialogue between the

Board and colleagues, offering a structured

environment for the Board to listen to

feedback from our colleagues, allowing

issues to be highlighted and inform future

Board decision making.

Carol Welch is our Designated Non-executive

Director for Colleague Engagement. The

purpose of the role is to:

– Act as the Board’s eyes and ears

to understand colleagues’ views on

Company culture, and the degree to

which behaviours and values in the

business are aligned with culture and

values agreed by the Board.

– Provide guidance and feedback, with

insight gained from the Forum and from

separate sessions held with colleagues,

on achieving effective internal

communication.

– Provide independent advice and

guidance to the Chief Executive, Chief

People Officer and other Group

Executive Committee (‘GEC’) members

on matters of colleague engagement.

– Speak on behalf of the Board at the

Forum’s events.

– Assist the Board in understanding

colleagues’ views based on insight from

the Forum and colleague sessions, and

provide guidance to the Board on how

their decisions may impact colleagues.

Carol attends quarterly meetings with the

Forum in addition to separate discussions

with its chair and the Chief People Officer.

Carol also has monthly sessions with the

Chief People Officer. In October 2024,

Carol hosted a roundtable discussion with

colleagues identified by senior management

as potential future leaders to discuss

ambition and development at Hammerson.

In November 2024, Carol and Habib Annous,

Chair of the Remuneration Committee, also

carried out an engagement session with the

Forum specifically to discuss executive

remuneration and its alignment with the

wider Company pay policy. The feedback

received in that session was then discussed

at the Remuneration Committee the

following month.

Carol’s annual report on colleague

engagement in 2024 included an

assessment of progress made against

2024 objectives and her recommendations

for engagement priorities for 2025, which

were reviewed by the Nomination and

Governance Committee in December 2024.

In 2024, the Forum’s focus has continued

to be on how to truly embed Hammerson’s

values as the foundation of the Company’s

culture as well as discussing and

understanding the results of the colleague

survey. Forum members co-created and

co-hosted workshops that were held by

team or by country and encouraged

colleagues to reflect on their own

values and how these correlate with

Hammerson’s values.

The Company also has an Affinity Network

comprised of colleagues across the

Company and led by our Diversity, Inclusion

and Engagement manager. The Affinity

Network covers LGBTQ+, Women, Race &

Ethnicity and Wellbeing and is integrated

with the Forum to support colleague

engagement and diversity, inclusion and

equal opportunity activities throughout the

year. You can read more about the work of

the Forum and the Affinity Network in the

Our Colleagues section on pages 47 to 48.

The Board values the benefits of

engagement with, and input from, colleagues

and acknowledges its important contribution

to Board discussion and decision making.

As part of this engagement, throughout the

year, Directors and senior management

provide employees with regular updates

and information through a range of

channels on matters of interests, including

internal developments and the performance

of the business.

The Board considers that its colleague

engagement activities in 2024 have been

effective and provided meaningful insight as

to employee priorities and sentiment. This

insight has ensured that colleague interests

have been appropriately considered by the

Board in its oversight and decision-making

during the year.

Board decision: Disposal of the Group’s interest in Value Retail and use of proceeds

On 18 September 2024, the Group

completed the disposal of its interests

in Value Retail, generating €705m

(£595m) of proceeds at an attractive

exit EBITDA multiple of 24x. This was a

transformational transaction for the Group

and the Board considered the potential

impact on a range of stakeholders as part

of its decision making in relation to the

transaction and the use of proceeds.

When considering the disposal the Board

was mindful of the potential impact of

the transaction on different stakeholder

groups in different ways and a significant

amount of time was dedicated to

discussions in this area. In making its

decision, the Board was satisfied that the

disposal was in the best interests of our

stakeholders taken as a whole and would

enable the Company to enter into a new

phase focused on accelerating growth

whilst maintaining our operational focus

and financial discipline.

Central to approving the disposal was

discussion on the use of the proceeds.

Each of the uses approved by the Board,

as announced by the Company on

22 July 2024, were decided with due

consideration to the potential impact

on stakeholders and on the priorities

identified from our ongoing engagement

with them. A summary of the use of

proceeds and the stakeholders

considered for each is set out opposite:

– Reinvesting into our assets by

consolidating our JV interests

(read more about our acquisition

of Westquay on page 13)

– Reinvesting into our assets by

dedicating capital expenditure to

enhance our destinations

– Returning value to shareholders

through implementing an enhanced

payout ratio for ordinary dividends of

c.80–85% of Adjusted Earnings and

commencing a share buyback

programme on 16 October 2024

– Deleveraging the Company through

a reduction in net debt

– Simplification of the Company’s share

capital structure

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Further details on colleagues, including

our approach to investing in and rewarding

our workforce as well as the policies and

procedures applicable to colleagues, can

be found on pages 47 to 48 and 76 to 77.

Engagement with shareholders

The Company undertakes a broad range

of investor relations (‘IR’) activity to ensure

that current and potential investors, as well

as financial analysts, are kept informed

of performance and have appropriate

access to management to understand

the Company’s business and strategy.

The Board is regularly updated on IR

matters and feedback received from

investors. The Board believes it is important

to maintain open and constructive

relationships with investors and for them

to have opportunities to share their views

with the Board. The Chief Executive and

Chief Financial Officer engage with the

Company’s major institutional investors

on a regular basis. As Chair of the Board,

I offer to meet with major institutional

investors and proxy advisors ahead of our

Annual General Meeting (‘AGM’) to discuss

matters such as Corporate Governance

and succession planning. The Chair of the

Remuneration Committee takes part in

consultations with major institutional

investors on remuneration issues from

time-to-time. The Board also regards

the Company’s AGM as an important

opportunity for investors to engage

directly with Directors.

Members of the Board spent time with

private shareholders at our AGM in April

and the special shareholder meeting in

September to approve corporate actions

proposed following the sale of the

Company’s interest in Value Retail.

The Senior Independent Director is

available to investors if they have any issues

or concerns which cannot be resolved

through the normal channels of the Chair

of the Board, Chief Executive and Chief

Financial Officer, or for which such contact

would be inappropriate.

In advance of, and following, the Company’s

AGM in April 2024, the Board undertook

extensive engagement with shareholders

on the business of the meeting. In particular,

and in accordance with the Code, after the

AGM the Board engaged with relevant

investors to discuss the voting outcome on

resolution 14 (the authority to allot shares)

which received more than 20% (20.6%)

of votes cast against the Board’s

recommendation. Following engagement

with our investors, the Company published

a detailed update on 17 October 2024,

including the outcome of that engagement

in identifying the reasons for the result and

investor feedback. The full statement

issued pursuant to the Code can be found

on our website www.hammerson.com.

The Board would like to thank shareholders

who took part in the engagement process

since the AGM and for the insight this

provided. Additional relevant information,

including the context of resolutions to be

proposed at the Company’s 2025 AGM, will

be set out in the Notice of Meeting to be

sent to shareholders in due course.

Conflicts of interest and concerns

The Board has a well-established and

detailed process for the management of

conflicts of interest. The Directors are

required to avoid a situation where they

have, or could have, a direct or indirect

conflict with the interests of the Company.

Prior to appointment and during their term

in office, Directors are required to disclose

any conflicts or potential conflicts to me,

as Chair, and the General Counsel and

Company Secretary. At each scheduled

meeting of the Board, a register is reviewed,

containing details of conflicts or potential

conflicts of interest for each Director, noting

any changes or matters for authorisation.

As part of the year end reporting, each

Director reviews the Conflict of Interest

conflicts and confirms its accuracy to the

General Counsel and Company Secretary.

There is regular dialogue between Directors

outside Board meetings on any important

issues that require discussion and resolution.

If necessary, any unresolved matters that

are raised with the Chair of the Board, the

Senior Independent Director and the

General Counsel and Company Secretary

would be recorded in the minutes of the

next Board meeting. As Chair of the Board,

I encourage a culture of open and inclusive

debate, challenge and discussion at

meetings and outside of the formal

environment. This helps to ensure that any

concerns can be considered and resolved.

Board decision: Launch of £5bn

Euro Medium Term Note (‘EMTN’)

programme and subsequent £400m

Bond issuance and tender

Ensuring the borrowing levels of the

Company are at an appropriate level

and at competitive interest rates is an

important consideration for stakeholders.

In October 2024, the Company launched

a new £5bn EMTN programme which

enables it to issue bonds quickly and

flexibly from the bond markets. The

Company successfully issued £400m

of bonds under that programme, the

proceeds of which were used to

repurchase higher coupon existing

bonds with upcoming expiries in 2026

and 2028.

Stakeholder engagement and insight

was important in the Board’s decision

making in each of these steps.

Engagement with our bond investors

was vital to ensure that investors

understood our business and to drive

demand to ensure optimal competitive

pricing. The success of this engagement

was evident from the strong demand for

the new bonds, which were over 7x

subscribed and led to a significant

improvement in pricing.

The combined effect of the new £400m

5.875% bond maturing in 2036 and the

repurchase of existing short-dated

sterling maturities reduced ongoing

interest costs by £3.6m per annum and

extended the weighted average debt

maturity by 2.3 years, locking in low

interest rates and managing future

refinancing risk, thus contributing to

the long term success and viability

of the Company in the interests of

all stakeholders.

86 Hammerson plc Annual Report 2024

Corporate Governance | Corporate Governance Report continued

Division of responsibilities

Role of the Chair of the Board and the

Chief Executive

The Chair of the Board and the Chief

Executive have separate roles and

responsibilities which are clearly defined

and set out in writing. The division of

responsibilities document is reviewed

annually by the Nomination and Governance

Committee and recommended to the Board

for approval. The latest version is available

on the Company’s website.

Role of the Non-executive Directors and

the Senior Independent Director

The Non-executive Directors are identified

in their biographies on pages 80 to 81 and

play a key role in providing constructive

challenge to management and offering

strategic guidance through their participation

at Board and Committee meetings. The

Non-executive Directors hold a meeting

without me present annually, led by the

Senior Independent Director, to discuss my

performance, in addition to playing a key

role in appointing and removing Executive

Directors and scrutinising management

performance against objectives.

I also hold meetings with the Non-executive

Directors as part of every Board meeting

without the Executive Directors present.

Mike Butterworth is our Senior Independent

Director and is available to discuss

shareholders’ concerns on governance and

other matters. He can deputise as Chair of

the Board in my absence, act as a sounding

board and serve as an intermediary for

other Board members. His full role is clearly

defined in writing as part of the division of

responsibilities document which is available

on the Company’s website.

Role Responsibilities

Robert Noel

Chair of the Board

– Effective running of the Board and ensuring its effective direction of the Company

– Shaping the culture in the boardroom

– Ensuring that the Board as a whole plays a full and constructive part in the development, approval and

ongoing testing of the Group’s strategy and overall commercial objectives and of their implementation

– Guardian of the Board’s decision making processes

– Fostering working relationships between the Non-executive Directors and the Executive team based

on trust, mutual respect and open communication both in and out of the Boardroom. The Chair should

demonstrate objective judgement throughout their tenure

– Ensuring that the Board determines the nature and extent of the significant risks that the Company

is willing to embrace in the implementation of its strategy

Rita-Rose Gagné

Chief Executive

– Running the Group’s business

– Setting an example and communicating expectations to the Company’s workforce in respect of the

Company’s culture, ensuring that operational policies and practices drive appropriate behaviour and

permeate through all parts of the organisation

– Proposing and developing the Group’s strategy and overall commercial objectives

– Maintaining an effective framework for internal controls and risk management and ensuring that the

framework is reviewed regularly by the Board

– Implementing the decisions of the Board and its Committees in collaboration with the executive team

– Ensuring that the Board knows the views of senior management on business issues to foster

high standards of discussion in the Boardroom and encourage constructive challenge from the Non-

executive Directors

Mike Butterworth

Senior Independent

Director

– Be available to shareholders if they have any issues or concerns which contact through the normal

channels of Chair, Chief Executive or Chief Financial Officer have failed to resolve or for which such

contact is inappropriate

– Have appropriate contact with major shareholders and other relevant stakeholders as necessary to

develop a balanced understanding of the issues and concerns of such shareholders and report these

to the Board

– Provide a sounding board for the Chair and Non-executive Directors to discuss confidential issues

relating to governance, Board performance, the performance of individual Directors and concerns raised

by Directors

– Take responsibility for an orderly succession process for the role of Chair, chairing and working closely

with the Nomination and Governance Committee when it is considering succession to the role of Chair

of the Board

– Lead the Non-executive Directors in an appraisal of the Chair’s performance annually and on such other

occasions as are deemed appropriate, taking into account the views of the Executive Directors

– Act as a trusted intermediary for the Non-executive Directors when required to help them challenge and

contribute effectively

Non-executive

Directors

– Provide constructive challenge and scrutiny of the performance of management

– Bring a diverse mix of external knowledge, skills and experience to the Board

– Assist in the development of strategy and the decision making process

– Promote the highest standards of integrity and governance

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Directors’ time commitment and

additional appointments

All Directors are thoroughly engaged with

the work of the Group, as evidenced by

their attendance at Board and Committee

meetings during the year, which is disclosed

in the Board and Committee meetings

attendance table, set out on page 83. In

addition to Board and Committee meeting

attendance, Non-executive Directors

also visited the Company’s assets during

the year.

As part of the selection process for any

potential new Directors, any significant

external time commitments are considered

before an appointment is agreed.

The Board has adopted a Directors’

Overboarding Policy (Overboarding Policy)

to set limits on the number of external

appointments which can be held by

Directors in line with the guidelines

published by Institutional Shareholder

Services (‘ISS’). The Overboarding Policy

was reviewed most recently in December

2024 to ensure it continues to reflect best

practice requirements in the Code and

latest guidance issued by ISS. Directors are

required to consult with the Chair of the

Board and obtain the approval of the Board

before taking on additional appointments.

Executive Directors are not permitted to

take on more than one external appointment

as a director of a FTSE 100 listed company

or any other significant appointment.

The Overboarding Policy states that

Non-executive Directors may hold up to five

mandates on publicly-listed companies

(including their role as a Director of the

Company). For the purpose of calculating

this limit:

– A non-executive directorship counts as

one mandate

– A non-executive chair counts as two

mandates

– A position as executive director

(or comparable role) is counted as

three mandates

None of the Directors’ external

directorships exceed the limit in the

Overboarding Policy. The Overboarding

Policy is available to view on the Company’s

website at www.hammerson.com.

In line with the Code, during the year, the

Board considered Méka Brunel’s proposed

appointment as a non-executive director of

Eiffage S.A., a company listed on Euronext

Paris. For Méka’s appointment, the Board

considered (among other things) the time

commitment, impact on her ability to

continue to serve effectively as a member

of the Board and whether it presented a

conflict of interest. In each case, the Board

concluded that there were no concerns in

this regard. It therefore approved the

proposed appointment and was satisfied it

would not restrict her from carrying out her

duties as a Director of the Company. Méka

did not participate in the decision or

discussion with respect to her proposed

appointment.

Non-executive Directors’ independence

The Board has assessed the independence

of each of the Non-executive Directors. All

of the Company’s Non-executive Directors

are considered to be independent as at the

date of this Report, in accordance with the

provisions of the Code. I was independent

on appointment to the Board in September

2020 for the purpose of the Code. The

Company has therefore complied with the

Code provision that at least half of the

Board, excluding the Chair, should comprise

independent Non-executive Directors.

In accordance with provision 10 of the

Code, the Board considers factors and

circumstances which are likely to impair,

or could appear to impair, a Non-executive

Director’s independence, together with

consideration, among other things, of

whether they are independent in character

and judgment, how they conduct

themselves in Board and committee

meetings and whether they have any

interests which may give rise to an actual

or perceived conflict of interest.

Board Committees

The Board has delegated certain

responsibilities to its Audit, Remuneration,

and Nomination and Governance

Committees, each of which reports

regularly to the Board. Each of these

Committees’ terms of reference is

available on the Company’s website at

www.hammerson.com.

Further detail on the work of each of the

Audit, Remuneration Committee and

Nomination and Governance Committees

can be found on pages 92, 97 and 104,

respectively.

The Board is also supported by three

further committees, the principal of which

is the Group Executive Committee (‘GEC’),

which provides executive management of

the Group within the agreed strategy and

business plan. The GEC is chaired by the

Chief Executive and comprises the senior

leadership team. The members of the

GEC and their biographies are available

to view on the Company’s website at

www.hammerson.com. The GEC manages

the operation of the business on a day-to-

day basis, sets financial and operational

targets, oversees the Group’s risk

management and has responsibility for the

Company’s ESG objectives. The GEC is

supported in turn by the Group Investment

Committee, which supports the GEC and

the Board in the execution of their

respective capital allocation responsibilities,

and by the Group Management Committee

which supports the GEC in the execution of

its operational duties.

Board support

The Chair and the General Counsel and

Company Secretary are always available

for the Directors to discuss any issues

concerning the operation of the Board and

other governance matters.

The Company Secretary, whose

appointment or removal is decided by all

Directors, provides independent advice to

the Board on legal and governance matters

and ensures that the Board has the policies,

process, information, time and resources

it needs in order to function effectively.

This includes ensuring that the Board

regularly receives training and updates on

relevant legal and governance developments

as well as assisting with the induction of

new Directors.

Board meeting, December 2024

88 Hammerson plc Annual Report 2024

Corporate Governance | Corporate Governance Report continued

Three year review cycle

Composition, succession

and evaluation

Composition and succession

Appointments to the Board are subject to a

formal, rigorous and transparent procedure

based on merit and objective criteria, which

is overseen by the Board’s Nomination and

Governance Committee. The Nomination

and Governance Committee also oversees

the effective succession planning of the

Directors and the process for succession

planning to the senior management team.

Following a review of composition, it was

determined that the Board and its

Committees have an appropriate and

diverse combination of skills, experience

and knowledge that are relevant to the

Group in its operating context. For further

detail of each Director’s skills, experience

and knowledge, see the Board Skills Matrix

on page 93.

The Board has confirmed that each

Director continues to be effective and

demonstrate commitment to their role.

On the recommendation of the Nomination

and Governance Committee, the Board will

therefore be recommending that all serving

Directors be reappointed by shareholders

at the 2025 AGM.

Further information on composition,

succession and the work of the Nomination

and Governance Committee can be found

in the Committee’s Report on pages 92

to 96.

The Board acknowledges the benefits that

diversity and inclusion can bring to the

Board and to all levels of the Company’s

operations. As such, the Board is

committed to the promotion of diversity,

inclusion and equal opportunity across the

Company and ensuring that all colleagues

are treated fairly. Further information on the

Board’s approach to diversity, inclusion and

equal opportunity, and the consideration of

relevant matters during 2024 can be found

in the Nomination and Governance

Committee Report.

Induction

On appointment all new directors receive a

comprehensive and personalised induction

programme. The programme is developed

and overseen by the General Counsel and

Company Secretary to familiarise new

directors with the Group and the market,

risk and governance framework within

which it operates.

Induction programmes are tailored to a

Director’s particular requirements, but

typically include site visits, one-to-one

meetings with Executive Directors, the

General Counsel and Company Secretary

and senior management, and meetings with

the Company’s key advisors. Directors also

receive guidance on their statutory and

regulatory responsibilities, together with

a range of relevant current and historical

information about the Group and its business.

A key aim of the induction is to ensure that

new Board members are equipped to

contribute to the Group and the work of

the Board as quickly as possible.

Training and development

Directors receive training and presentations

during the course of the year to keep their

knowledge current and enhance their

experience. The Nomination and

Governance Committee is responsible for

overseeing the training and development

needs of the Board and agrees the topics

of the training sessions to be held during

the year to support the ongoing

development and skills of the Directors.

This year, these sessions included

presentations from external parties on

consumer and market insights, legal and

regulatory developments, audit and

corporate governance reforms, directors’

duties and the political and policy

landscape in light of changes in 2024.

In addition to these sessions, the Board is

regularly briefed on business related

matters, investor relations, and legal,

regulatory and governance developments.

The Audit and Remuneration Committees

receive updates on relevant accounting and

remuneration changes, emerging market

trends and evolving disclosure requirements

from external advisers and management.

Board and Committee effectiveness review

The Board undertakes a formal and

rigorous annual evaluation of its

effectiveness and the performance of the

whole Board, its individual Directors and

its Committees. The Board’s policy, in line

with the Code, is to carry out an externally

facilitated Board effectiveness review every

three years.

In 2022, an externally facilitated evaluation

was carried out by Board Alchemy.

Accordingly, in 2024, the evaluation was

undertaken internally and was led by the

Chair and the General Counsel and

Company Secretary.

In order to produce a set of objective data

to form the basis of future comparison, a

detailed questionnaire covering the Board

and each of its Committees was completed

by Directors. The questionnaire included

general questions covering areas considered

in previous effectiveness reviews (to enable

comparison and monitor progress) and

questions specifically covering key Board

priorities in 2024. Alongside this, there

was an assessment of progress against

the recommendations from the 2023

internal evaluation.

The scope of the evaluation was broad

and focused on a range of different

areas relevant to Board and Committee

effectiveness and corporate governance,

having regard to the FRC’s guidance on

board effectiveness, including:

– Board composition, skills and diversity

– Board behaviours and dynamics

– Oversight of business performance and

strategy and culture

– Board responsibilities and independence

– Board meetings and information

– The operation and contribution

of Committees

– Stakeholder engagement

– The performance of the External

Auditor and effectiveness of the internal

audit function

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

The findings

The results of the evaluation, progress

against the 2023 recommendations and

proposed recommendations for 2025 were

first discussed by the Chair and the General

Counsel and Company Secretary, before

being presented to the Board for discussion

and approval in December 2024. Overall,

the results were positive, with the key

outcomes summarised below:

– The Board and its Committees continued

to operate effectively in 2024, with clarity

as to their role and purpose.

– There remains a good range of relevant

skills and experiences on the Board, and

the composition demonstrates good

diversity in terms of gender and ethnicity.

– Board and Committee papers are of high

quality, clear and delivered in good time

ahead of meetings.

– There was a good balance of time

allocated at meetings between

presentation and discussion of

meeting papers.

– The Board and its Committees are

chaired well, with all members given

sufficient opportunity to contribute

to discussions, which involve an

appropriate balance of constructive

challenge and support.

– The training and development sessions

held throughout the year were valued by

Directors with universal requests for

these to be maintained going forward.

– The stakeholder engagement

programme was valued by the Board,

which appreciated the benefit of

opportunities during 2024 to meet

and engage with a broader range of

stakeholders, particularly through

activities that formed part of the Board

Strategy Day.

– The reports provided by the Designated

Non-executive Director for Colleague

Engagement on her activities were well

received and provided valuable insight

on colleague views and priorities.

Implementation of the findings of the

2023 evaluation

Progress was made against the

recommendations arising from the 2023

internally facilitated evaluation throughout

the year, resulting in all of the actions being

completed by year end with relevant items

embedded as part of ongoing Board and

Committee processes. Some of the

key recommendations and the actions

implemented during the year are

summarised in the table below.

Recommendations from the 2024

performance review

The Board welcomes the positive

conclusions of the 2024 performance

review and will focus during 2025 on the

recommendations made, with the aim

of further improving the effectiveness

of the Board and its Committees. The

recommendations identified in this year’s

review include: to consider further the

impact of the Company’s move from

turnaround to growth in the context of

Board composition and succession

planning; to incorporate additional

Committee-specific topics into the Director’s

training and development programme,

including CSRD reporting requirements for

the Audit Committee and the evolving

practices and guidance around executive

pay for the Remuneration Committee; and

building on successes in 2024, to consider

further opportunities for the annual Board

Strategy Day to include site visits and

incorporate external viewpoints.

Director performance

During the year, as Chair, I held meetings

with individual Directors at which, among

other things, their individual performance

is discussed. Informed by my ongoing

observation of individual Directors, these

discussions form part of the basis for

recommending the reappointment of

Directors at the AGM and cover matters

such as the Director’s contribution to the

Board and its Committees and their time

commitment.

Chair performance

As in previous years, the Senior

Independent Director led an annual

assessment process in respect of my

performance as Chair. This involved

meeting with other members of the Board

and the General Counsel Company

Secretary without me being present and

consideration of relevant findings from the

2024 Board performance review and other

relevant matters. The Senior Independent

Director subsequently provided feedback

to me.

Progress against recommendations from the 2023 Board evaluation

Key recommendation Summary of actions taken

To consider the balance between time

spent in Board and Committee meetings

on presentations and discussion.

Meeting agendas reviewed throughout the year to optimise available time. Given the

quality of meeting papers, during 2024 opportunities were taken to reduce the length of

presentations and to enable more time on questions and discussion in meetings. This has

been supported by the addition of an ‘agenda management’ item at the start of each

Board meeting agenda and the Chair’s discussions prior to meetings with the CEO and

individual NEDs to identify areas of focus for discussion.

To refresh the cover sheets used for Board

and Committee papers to identify key

areas on which management would like

Directors to focus and, where relevant,

any specific points/questions on which

Directors are asked to provide input at

the meeting.

Updated cover sheets for Board papers were introduced during the year which, among

other things, include a section for the presenter to draw out the main areas of the report

for discussion or focus by the Board.

To arrange further opportunities for Board

site visits.

As discussed in more detail on page 83, the Board Strategy Day was held on site at

The Oracle, Reading. Further opportunities for site visits will be a continued area of focus

in 2025.

To continue with the programme of training

and development sessions introduced at

the Nomination and Governance

Committee in 2023.

A schedule of training and development sessions for 2024 was approved by the

Nomination and Governance Committee in February 2024. Training sessions have been

held throughout the year both within formal meetings and at Board dinners. Further

information can be found on page 89.

90 Hammerson plc Annual Report 2024

Corporate Governance | Corporate Governance Report continued

1 2 3 4

Scoping

and agreement

of process

Completion

of questionnaires

Responses

analysed

Responses

discussed and

recommendations

agreed

Following initial discussion

between the Chair of the

Board and the General

Counsel and Company

Secretary, the proposed

methodology and timing for

the review was discussed and

approved by the Nomination

and Governance Committee

in February 2024.

All Directors completed

tailored questionnaires

assessing the effectiveness of

the Board and its Committees

in different areas.

The responses to the

questionnaires were collated

and analysed to identify themes

and findings.

The Chair of the Board and

Nomination and Governance

Committee and the General

Counsel and Company

Secretary reviewed the findings

and agreed the proposed

recommendations for 2025.

A paper was prepared setting

out the findings of the

evaluation and the

recommendations for 2025.

The findings and

recommendations for 2025

were discussed and

approved by the Board in

December 2024.

2024 Board evaluation process

Audit, risk and internal control

Financial statements and audit

The Group has established internal controls

and risk management systems in relation

to the process for preparing the Financial

Statements. The main features of these

controls include consistently applied

accounting policies, clearly defined lines

of responsibility, IT system controls and

processes for the review and oversight

of disclosures within the Annual Report.

Various checks on internal financial controls

take place throughout the year, including

cyclical and risk-based internal audits,

which are detailed further on page 99.

The Audit Committee oversees the Group’s

financial reporting and monitors the

independence and effectiveness of the

internal and external audits. The Committee

oversees the valuation of the property

portfolio and is responsible for the

relationship with the External Auditor.

Further information can be found in the

Audit Committee Report on pages 97

to 103.

Fair, balanced and understandable

assessment

The Board is responsible for presenting

a fair, balanced and understandable

assessment of the Company’s position

and prospects. The full statement

confirming this can be found in the

Statement of Directors’ responsibilities

on page 126. Additionally, the Group’s

Viability Statement can be found on pages

74 to 75 and the going concern statement

can be found on page 144.

Risk management and internal controls

The Board recognises that it has overall

responsibility for monitoring risk

management and internal control systems

so as to protect the assets of the Group

and ensure risks are appropriately

managed. Further information on the

Group’s approach to risk can be found on

pages 66 to 73 and in the Audit Committee

Report on pages 97 to 103.

During the year, the Board and its

Committees discuss and review a range of

matters relevant to the overall assessment

of risk management and internal controls.

This included a thorough review by the

Audit Committee and the Board of the

principal and emerging risks to which the

Group is subject and consideration of risk

appetite. Activity in these areas forms a key

part of the Board’s processes to identify,

evaluate and manage the principal risks

faced by the Group, and relevant mitigating

actions. As part of its assessment of risk,

the Board considers relevant internal and

external factors, including developments in

2024 as a result of economic and political

factors relevant to the Group, its operations

and the markets in which it operates.

The Board and its Committees have

continued to monitor closely external

and regulatory developments in relation

to risk management and internal controls,

including the introduction of provision 29

in the 2024 UK Corporate Governance

Code. The Group’s processes and

procedures in this area will be subject to

a holistic review during 2025 to ensure

their appropriateness ahead of that provision

coming into force from 1 January 2026.

Remuneration

Remuneration Committee

The Remuneration Committee is

responsible for establishing a remuneration

policy which is designed to support the

Company’s strategy and promote its long

term sustainable success. The Committee

sets the remuneration for the Chair of the

Board, Executive Directors and members

of the GEC. It also oversees remuneration

policies and practices across the Group.

The Committee is responsible for the

alignment of reward, incentives and culture

and approves bonus plans and long term

incentive plans for the Executive Directors

and members of the GEC. During 2024, the

Committee considered a broad range of

matters within its Terms of Reference.

Further information can be found in the

Remuneration Committee Report on

pages 104 to 123.

Robert Noel

Chair of the Board

25 February 2025

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Nomination and Governance Committee Report

On behalf of the Board, I am pleased to

present the Report of the Nomination and

Governance Committee (the Committee)

covering the work of the Committee during

2024. This report provides an overview of

the roles and responsibilities of the

Committee and its main activities during

the year.

The Committee comprises all our Non-

executive Directors and its terms of

reference can be found on the Company’s

website at www.hammerson.com. The Chief

Executive and Chief People Officer attend

meetings by invitation, together with the

General Counsel and Company Secretary,

who acts as Secretary to the Committee.

The Committee is responsible for

recommending appointments to the Board

and its Committees, and ensures that plans

are in place for the orderly succession to

the Board, its Committees and the senior

management team. This includes the

development of a pipeline of potential

candidates to the Board and the senior

management team with the necessary

skills and experience, while taking into

account diversity, inclusion and equal

opportunity. The Committee is also

responsible for overseeing the Board

and Committee performance review and

monitoring developments relating to

corporate governance, bringing any issues

to the attention of the Board.

Robert Noel

Chair of the Nomination and Governance

Committee

25 February 2025

Dear Shareholders

Committee membership

Robert Noel (Chair), Habib Annous, Méka Brunel, Mike Butterworth,

Adam Metz, Carol Welch

Other regular attendees by invitation

Rita-Rose Gagné, Chief Executive

Jessica Oppenheimer, Chief People Officer

Meeting attendance

In 2024 there were three scheduled meetings.

For details of attendance, see the attendance table on page 83.

Interaction with other committees

The Nomination and Governance Committee makes recommendations

to all other Committees regarding the appointment and removal of their

members and chair.

Key focus areas in 2024

– Board and Committee composition, including Director reappointment

recommendations and term renewals

– Succession planning for the Board and senior management,

and talent development

– Assessment of Non-executive Director independence

– Led the 2024 internal Board and Committee performance review

– Colleague engagement, including reports from the Designated

Non-executive Director for Colleague Engagement

– Oversight of HR initiatives and activities, including diversity, inclusion

and equal opportunity initiatives and targets

– Stakeholder identification and engagement mechanisms

– Board training and development plan for 2024

– Governance policies and documents, including Committee terms of

reference, matters reserved for the Board and division of responsibilities

– Oversight of external governance and legal developments, including

the new UK Corporate Governance Code and UK Listing Rules

Robert Noel

Chair of the Board

and Chair of the

Nomination and Governance

Committee

92 Hammerson plc Annual Report 2024

Corporate Governance | Nomination and Governance Committee Report

Board balance, composition and skills

The composition of the Board was

unchanged during 2024. It currently

comprises eight Directors: the Chair of the

Board, two Executive Directors and five

Non-executive Directors. During the year

and in accordance with its usual practice,

the Committee reviewed the composition

and balance of the Board and its

Committees, having regard to requirements

under the UK Corporate Governance Code

(the Code). The review considered: each

Director’s skills, experience and knowledge;

the membership of the Committees of the

Board; the balance on the Board between

Executive and Non-executive Directors;

the tenure of individual Directors and the

Board as a whole; the diversity of the

Board; and the independence of the

Non-executive Directors.

As demonstrated by the skills and experience

summarised in the biographies of the

Directors on pages 80 to 81, and the Board

skills and experience matrix opposite, the

Board members have a wide range of relevant

skills and knowledge gained in diverse

business environments and different sectors

and geographies. This gives the Board varying

perspectives during discussions and

enhances its decision making and oversight of

management. The Committee is satisfied that

the Board has the necessary mix of skills and

experience to fulfil its role effectively (as

confirmed by the internally facilitated Board

performance review conducted in 2024 –

see pages 89 to 91).

The Committee is also satisfied that the

Board is comprised of an appropriate

combination of Executive and Non-

executive Directors, and that the overall

size of the Board remains appropriate given

the complexity and scale of the Company’s

operations. All Non-executive Directors are

currently considered to be independent for

the purposes of the Code as at the date

of this Report. On appointment to the

Board, I was considered to be independent

in accordance with the terms of the Code.

During 2024, the Committee oversaw the

process for the internal performance review

of the Board and its Committees. Further

information can be found on pages 89 to 91.

Re-election of Directors at the 2025 AGM

All Directors are subject to annual

re-election by shareholders at the AGM.

Prior to the Company’s AGM each year,

the Committee considers, and makes

recommendations to the Board concerning

the reappointment of Directors, having

regard to their performance, suitability,

time commitment and ability to continue

to contribute to the Board. Following this

year’s review in advance of the 2025 AGM,

the Committee has recommended to the

Board that all Directors be reappointed at

the AGM.

The biographies of the Directors, set out on

pages 80 to 81, contain more information

on the reasons why the Board recommends

the re-election of each Director. Directors

are expected to devote sufficient time to

the Company’s affairs to enable them to

fulfil their duties as Directors effectively.

The attendance at the meetings for each

Director during 2024 is shown in the Board

and Committee Meetings Attendance table

on page 83. Details of the Company’s

Overboarding Policy and decisions made

during the year in relation to Directors’

additional external appointments are set

out on page 88. The Committee remains

satisfied that each Director continues to

devote an appropriate amount of time to

the Company and to their responsibilities

as a Director.

Board Diversity, Inclusion and Equal

Opportunity Policy and objectives

Diversity, inclusion and equal opportunity

has continued to be a focus of the

Committee, with consideration during the

year of relevant developments and activities

at Board level, across senior management

and within our wider colleague base.

The Committee is mindful of the diverse

communities within which the Company’s

destinations are located, and of the

advantages of promoting diversity, in its

broadest sense, at all levels of the

Company’s operations.

In December 2024, the Committee

reviewed the Board Diversity, Inclusion and

Equal Opportunity Policy, with an updated

version subsequently approved by the

Board. The policy sets out the Company’s

approach to diversity, inclusion and equal

opportunity when reviewing the composition

and balance of the Board and its

committees. The Board recognises the

benefits of diversity and inclusion in their

broadest sense in the boardroom and that

the skills, knowledge and backgrounds

collectively represented on the Board

should reflect the environment in which

the business operates. The policy can be

read in full on the Group’s website at

www.hammerson.com.

The Board continues to meet its target

of having female representation on the

Board of at least 33%, and, over time as

opportunities arise, it will seek to achieve

female representation of at least 40%. It

also continues to meet its target of at least

one of the Chair of the Board, the Senior

Independent Director, CEO or CFO being

female, and having at least one non-white

Director. Further information on each of

these areas is set out on pages 94 to 95.

The Directors believe that the benefits of

a diverse and inclusive Board, and wider

workforce, will bring different perspectives

and build a broad range of capabilities

necessary for the Company to achieve

its strategic objectives.

Board skills and experience

Rita-Rose Gagné

Himanshu Raja

Robert Noel

Mike Butterworth

Habib Annous

Méka Brunel

Adam Metz

Carol Welch

Risk Management; Audit

Finance, Banking; Financial Services; Fund Management

Investment; Mergers & Acquisitions

Asset and Property Management, Regeneration & Development

Business Transformation; Strategy

Retail

Media; Marketing

Digital; Customer Service & Customer Behaviours

International Business & Markets

Environmental, Social & Governance

People, Talent, Culture and Remuneration

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

At the end of 2024, the Board continued

to be diverse: three of the Board’s eight

members were women (37.5%) and the

Board exceeded the Parker Review target

of having at least one Director from a

minority ethnic group with three of its eight

members (37.5%) identifying as non-white.

The Board recognises that due to its

relatively small size, the appointment or

departure of a single Director can have a

significant impact on the achievement of

particular numerical targets with respect

to the Board’s composition. However,

considerations relating to diversity of

gender and ethnicity, including the targets

set out in the UK Listing Rules and relevant

investor guidelines, will continue to be

important factors for any future Board-level

recruitment searches and appointments.

Although there were no recruitment

searches at Board-level undertaken in 2024

and the composition of the Board was

unchanged throughout the year, the

Committee remains committed in future

searches to (i) engaging only executive

search firms who have signed up to the

Voluntary Code of Conduct on gender

diversity and best practice and (ii) ensuring

that candidate lists for Board positions are

compiled by drawing from a broad and

diverse range of candidates (including

candidates who may not have prior listed

company experience).

During the year, the Committee considered

the Company’s diversity in the context of

the UK Listing Rules requirements on

diversity reporting, which first applied in last

year’s Annual Report. Further information

and the relevant disclosures follow in the

sections below. The Committee will

continue to monitor compliance with the

targets in the Listing Rules, as well as

considering diversity in the Company’s

senior manager population. As part of this it

will continue to be updated on, and discuss,

initiatives across the Company in relation to

diversity and inclusion.

Gender identity reporting under

LR6.6.6R(9) and LR6.6.6R(10)

As at 31 December 2024, being the relevant

reference date for the purposes of Listing

Rule 6.6.6R(9)(a):

– three of the Board’s eight members

identified as female (37.5%). This is

slightly below the target of 40% in the

Listing Rules. This requirement will be an

important consideration for future Board

appointments. In line with the Board

Diversity, Inclusion and Equal Opportunity

Policy, the Board will seek to achieve

female representation of 40% as

opportunities arise as part of future

recruitment searches; and

– the position of Chief Executive, being

one of the senior positions identified in

the Listing Rules (together with the Chair

of the Board, the Senior Independent

Director and the Chief Financial Officer),

was held by a woman.

Gender identity

The Board’s commitments in these areas are formalised within the Board Diversity, Inclusion and Equal Opportunity Policy.

Number

of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage

of executive

management

Men 5 62.5% 3 6 75%

Women 3 37.5% 1 2 25%

Not specified/prefer not to say

1 In accordance with Listing Rule 6.6.6R(10), executive management for these purposes are the members of the Group Executive Committee.

2 The data in the table was collected via written submissions completed by each relevant individual within scope of the reporting requirements set out in Listing Rule

6.6.6R(10).

Board: Gender diversity Senior management and direct reports*:

Gender diversity

Workforce: Gender diversity

2024

Female 37.5% (3)

Male 62.5% (5)

2024

Female 30.3% (10)

Male 69.7% (23)

2024

Female 52% (65)

Male 48% (60)

All data as at 31 December 2024

* as defined in the UK Corporate Governance Code (excluding executive assistants)

94 Hammerson plc Annual Report 2024

Corporate Governance | Nomination and Governance Committee Report continued

Ethnic background identity reporting under LR6.6.6R(9) and LR6.6.6R(10)

As at 31 December 2024, being the relevant reference date for the purposes of Listing Rule 6.6.6R(9)(a), three of the Board’s eight

members identified as non-white (37.5%), exceeding the target set in the Listing Rules, the Parker Review and the Board Diversity,

Inclusion and Equal Opportunity Policy.

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage

of executive

management

White British or other White (including minority-white groups) 5 62.5% 3 7 87.5%

Mixed/Multiple Ethnic Groups 1 12.5%

Asian/Asian British 1 12.5% 1 1 12.5%

Black/African/Caribbean/Black British

Other ethnic group 1 12.5%

Not specified/prefer not to say

1 In accordance with Listing Rule 6.6.6R(10), executive management for these purposes are the members of the Group Executive Committee.

2 The data in the table was collected via written submissions completed by each relevant individual within scope of the reporting requirements set out in Listing Rule

6.6.6R(10).

Parker Review – Board and

senior management

As noted above, three of the Board’s

members (37.5%) identify as non-white.

This exceeds the current target set by

the Parker Review.

The Parker Review recommends that

FTSE 250 companies set a target for the

percentage of their senior management

who self-identify as being from an ethnic

minority in December 2027. As reported in

last year’s Annual Report, the Committee

set a target of 10% in 2023 and spent time

in 2024 reviewing the progress made

against achieving that target.

While the progress achieved in this area is

encouraging, we remain mindful that further

active effort will be required to continue to

make progress in this area. The Committee

will monitor the target in the years ahead,

including consideration of progress and

ongoing actions to deliver compliance by

December 2027. This will include regular

reports from the Chief People Officer on

the Company’s participation in sector wide

activities and discussions in this area.

You can read more about the management

development plans that we have in place

to encourage and support achieving this

target and creating a diverse and inclusive

pipeline more broadly in the Our Colleagues

section on page 47 to 48.

Workforce diversity, colleague

engagement, and succession planning

In December 2024, the Committee

considered the Company’s Annual HR

Report, including a report on culture and

engagement, talent development, progress

with diversity and inclusion objectives

across the Group, the UK gender pay gap

and wider HR initiatives for 2025. The

Committee takes seriously its role in

overseeing the development of a diverse

pipeline for senior management positions

and the link between diversity and inclusion,

and delivery of the Company’s purpose,

values and strategic aims. It received

updates during the year on diversity and

inclusion initiatives across the Group,

including management’s work with diversity

and inclusion campaign groups, and the

activities of the Company’s Affinity Network.

In line with the Code, the Committee

discloses that the gender balance of those

in senior management (being the members

of the GEC) and their direct reports

(excluding executive assistants) at

31 December 2024 was 30.3% (10) female

(2023: 30.6% (11)) and 69.7% (23) male

(2023: 69.4%% (25)).

Further details of gender diversity at

senior manager level (as defined in the

Companies Act 2006) and across the

colleague base can be found on page 48.

The charts on these pages illustrate the

gender diversity at Board level and with

respect to senior management and their

direct reports (as defined in the Code) and

also the overall workforce, in each case as

at 31 December 2024.

Workforce: Senior Managers

2024

Identified as white 91% (21)

Identified as non-white 9% (2)

Workforce: Senior Managers

2023

Identified as white 96% (23)

Identified as non-white 4% (1)

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Colleague engagement and culture

The Committee continues to be involved

in overseeing colleague engagement

activities. In 2024, the Company gathered

feedback from colleagues via participation

in an all colleague survey. The results of

that exercise, including the short, medium

and long term actions that it highlighted,

and the progress achieved against the prior

year’s results, were presented to the

Committee in June 2024.

In December 2024, Carol Welch, as

Designated Non-executive Director for

Colleague Engagement, also reported to

the Committee on her activities during

2024, and on her engagement with

colleagues and, in particular, with the

colleague forum (‘the Forum’).

Carol’s report included, among other things,

perspectives on actions in 2024 to embed

the Company’s relaunched purpose, vision

and values, the development of the talent

pipeline, and colleague engagement and

communication initiatives.

In June and December 2024, the Chief

People Officer presented an update on the

work of The Forum, including its focus

areas for 2024 and priorities for the period

ahead. You can read further details on this

on page 85.

The Committee plays an important role

in monitoring the Company’s culture. In

2024 it received information and data from

the Chief People Officer in relation to

culture and activities across the organisation

to ensure that culture remains aligned with

the Company’s purpose, values and

strategy. This will remain an area of focus

during 2025.

Stakeholder engagement

In addition to its activities described above

in relation to colleague engagement, the

Committee spent time during 2024

considering the Board’s wider approach

to stakeholder engagement.

Among other things, this included a review

of the principal stakeholders identified by

the Company together with an assessment

of the different methods used to engage

with those stakeholders and how their

perspectives (and factors identified in

section 172 of the Companies Act 2006)

are taken into account as part of Board

discussion and decision-making.

The review concluded that relevant

stakeholders and their interests had been

identified and that mechanisms for

engaging with them, both directly and

indirectly, had been valuable in informing

Board decisions in the year. Further

information on the Company’s stakeholders

and the Company’s section 172 statement

can be found on pages 28 to 31.

Governance

The Committee is responsible for certain

governance-related matters, including:

– Monitoring the Board’s corporate

governance arrangements to ensure

that both the Company and the Board

operate in a manner consistent with

corporate governance best practice.

– Monitoring Director conflicts of interest.

– Reviewing the continued independence

of the Non-executive Directors.

– Reviewing and approving the process

for the annual performance review of

the Board and its Committees, including

approval of the appointment of any

external evaluator and monitoring

progress against any relevant

recommendations arising from any

such effectiveness review.

– Monitoring training and development

needs of the Board and individual

Directors.

– Reviewing the Company’s delegation

of authority policy and making such

recommendations as required to the

Board for approval.

– Considering the process to be followed

for the annual appraisal of the Chair.

During 2025, the Committee will continue to

monitor external governance developments

and in particular, oversee the Company’s

compliance with, and effective reporting

against, the new UK Corporate Governance

Code which, with the exception of provision

29, will first apply to the Company in its

financial year beginning on 1 January 2025.

I look forward to providing a full update on

our compliance against those new

provisions in the 2025 Annual Report. In

2024, the Committee also tracked changes

to the UK Listing Rules and on listing

reforms relevant to the Company’s

secondary listing on Euronext Dublin.

Committee effectiveness

As described in more detail on pages 89

to 91, an internal review of the performance

of the Board and its Committees was

undertaken during the year in line with the

requirements of the Code. The Committee

considers that during the year it continued

to have access to sufficient resources to

enable it to carry out its duties and has

continued to perform effectively. In 2024,

the Committee reviewed and updated its

terms of reference to ensure that they

remain appropriate.

Robert Noel

Chair of the Nomination and Governance

Committee

25 February 2025

96 Hammerson plc Annual Report 2024

Corporate Governance | Nomination and Governance Committee Report continued

Audit Committee Report

As Chair of the Audit Committee (the

Committee), I am pleased to present my

report for the year ended 31 December 2024.

The Committee plays a key governance

role for the Group. It acts independently

of management to ensure the integrity of

financial reporting and the effectiveness of

internal controls. The Committee complied

with all relevant provisions of the 2018 UK

Corporate Governance Code (the Code)

in 2024 and has sought to apply the

applicable guidance set out within the

Financial Reporting Council’s (‘FRC’)

Guidance on Audit Committees, including

the minimum standards published by the

FRC in May 2023. The Committee expects

to comply in full with the guidance in 2025

and details on this will be included in the

2025 annual report.

The Committee’s terms of reference are

available to view at www.hammerson.com.

This report sets out the activities

undertaken by the Committee during 2024

and offers insight into how the Committee

has discharged the responsibilities

delegated to it by the Board and its key

areas of focus.

Mike Butterworth

Chair of the Audit Committee

25 February 2025

Dear Shareholders

Committee membership

Mike Butterworth (Chair), Habib Annous, Adam Metz

Other regular attendees by invitation

Rita-Rose Gagné, Group Chief Executive

Robert Noel, Chair of the Board

Himanshu Raja, Chief Financial Officer

Richard Shaw, Deputy Chief Financial Officer

External Auditor

Internal audit

Meeting attendance

In 2024 there were five scheduled meetings.

For details of attendance, see the attendance table on page 83.

Key topics discussed

– Ensure the integrity of reporting processes, including the Group’s

property valuation processes

– Agree the accounting treatment of various financial matters,

in particular the disposal of the Group’s interest in Value Retail

– Review the effectiveness of risk management and internal

control processes

– Cyber and information security enhancements and developments

– The effectiveness and independence of the internal audit function and

performance of the External Auditor

– Assess the Group’s principal risks and ESG risks and opportunities

under TCFD and TNFD

– Horizon scanning and preparation for evolving legal and governance

landscape, including future ESG reporting requirements

– Advise the Board on whether, as a whole, the Annual Report and

Accounts are fair, balanced and understandable

– Recommend to the Board for adoption proposed amendments to

Group policies concerning anti-money laundering, anti-bribery and

corruption, anti-fraud and whistleblowing

– Consider the results of the 2024 internal performance review in

respect of the performance of the Committee

– Review the Committee’s terms of reference and recommend

amendments to the Board for approval

Mike Butterworth

Chair of the Audit Committee

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Corporate Governance | Audit Committee Report

Membership and meetings

The Committee continues to be comprised

exclusively of independent Non-executive

Directors with the necessary financial

experience and sector specific knowledge

to fulfil their responsibilities. There were

no changes in the membership of the

Committee during the year.

The Committee met five times during the

year. To ensure the Committee addresses

all its required responsibilities, the agenda

for each meeting is planned around the

Group’s annual reporting cycle and includes

particular matters for the Committee’s

consideration. In addition, the agenda is

reviewed by the CFO and I to ensure it

addresses any new matters which fall under

the Committee’s responsibilities. Following

each meeting, the Board is appraised of

matters arising from the Committee.

The Chair of the Board, the Chief Executive,

the Chief Financial Officer and other members

of the senior finance team, together with

senior representatives of the Company’s

External Auditor, PricewaterhouseCoopers

LLP (‘PwC’), are invited to attend all or part

of meetings as appropriate. In order to fulfil

its duties as set out in its terms of reference,

the Committee receives presentations and

reviews reports from the Group’s senior

management and from the Group’s external

valuers, CBRE Ltd, Cushman and Wakefield

LLP, Jones Lang LaSalle Ltd (the Valuers),

and the External Auditor, PwC.

The Committee meets, with no Company

management present, at least once a year

with PwC, and at least once with the

Group’s member of management

responsible for internal audit, enterprise

risk and ESG. Each scheduled meeting of

the Committee also includes time for

discussion between the members without

the presence of management.

The Valuers and PwC have full access to

one another, and I personally spoke with

the Valuers and PwC separately to discuss

the half year and year end valuation process

to ensure each was satisfied that there

had been a full and open exchange of

information and views.

Independence and experience

The Board continues to be satisfied that

the Committee members provide an

appropriate depth of financial reporting,

risk management and commercial

experience across different industries

including commercial real estate and in

listed companies. This combined

knowledge and experience enables the

Committee to undertake its duties properly

and act independently of management.

The Board has also confirmed that it is

satisfied that being a chartered accountant

and having held other senior finance

appointments, I meet the Code requirement

that at least one member has recent and

relevant financial experience.

More information about the Committee

members’ skills and experience is set out

in the Director biographies on pages

80 to 81 and in the Board Skills Matrix

on page 93.

Annual review of effectiveness

For 2024, the review of the Audit

Committee’s performance was carried out

internally, led by the Chair of the Board and

the General Counsel and Company

Secretary. I can confirm that this review

concluded that the Committee continues

to perform its role effectively with no

significant concerns or improvement

recommendations. The performance of

the External Auditor and the effectiveness

of the internal audit function were also

assessed as part of this review, with no

significant concerns identified.

The private sessions of the Committee,

in which members meet without the

presence of management, also provide

further opportunities to discuss matters

in connection with its effectiveness and

to highlight any areas for improvement

or change.

External advice

The Board makes funds available to the

Committee to enable it to take independent

legal, accounting or other advice if or when

the Committee believes it necessary to

do so. No such independent advice was

required in 2024.

Key committee activities in 2024

Core duties

The Committee assists the Board in fulfilling

its oversight responsibilities by acting

independently from the Executive Directors.

There is an annual schedule of items which

are allocated to the meetings across the

year to ensure that those items within the

Committee’s terms of reference are covered

fully and that sufficient time is allocated

to allow for thorough discussion and

challenge. These items are supplemented

and, time allocations amended, throughout

the year as key matters arise.

The principal duties of the Committee

undertaken in 2024 included:

Accounting and financial reporting matters

– Monitoring the integrity of the Annual

Report and Accounts and the Interim

Statement to ensure clarity and

completeness of disclosures, including

those relating to alternative performance

measures.

– Reviewing matters of accounting

significance, including financial reporting

matters, judgements and estimates.

– Advising the Board on whether, as a

whole, the Annual Report and Accounts

are fair, balanced and understandable.

– Reviewing the Group’s valuation process

and valuations of the Group’s property

portfolio.

– Considering and reviewing the basis for

the going concern and longer term

viability statements in light of financial

plans and reverse stress tests

– Reviewing the impact of climate risk on

the financial statements and the Group’s

TCFD and TCFN disclosures.

– Receiving updates on the impact of

emerging legislation, regulation and

guidance, including The Corporate

Sustainability Reporting Directive.

– Reviewing and monitoring the response

to queries from the UK or Irish regulators.

Risk management and internal control

– Reviewing the Group’s financial controls

and internal control effectiveness

and maturity.

– Reviewing and monitoring the Group’s

risk management systems, processes

and risk appetite, including those to

identify emerging risks, to ensure the

Group has an effective internal controls

environment and complies with the

applicable laws and regulations.

– Ensuring that management has systems

and procedures in place to ensure the

integrity and accuracy of financial

information.

– Debating and agreeing changes to the

Group’s principal risks and advising the

Board on the same.

98 Hammerson plc Annual Report 2024

Corporate Governance | Audit Committee Report continued

Internal audit

– Monitoring and reviewing the adequacy,

effectiveness and independence of the

Internal Audit and Risk functions,

ensuring they have adequate resources

and appropriate access to information to

enable them to perform their function

effectively and efficiently in accordance

with the relevant professional standards.

– Reviewing and approving a terms of

reference for the function which defines

its role, responsibility, accountability and

how it maintains its independence and

objectivity.

– Considering the whistleblowing

mechanisms by which colleagues

may raise concerns about possible

improprieties in financial reporting or

other matters.

– Considering the findings of internal audit

investigations and the response of senior

management to any recommendations

arising from those findings.

– Monitoring the resolution of agreed actions

from previous internal audit reviews.

– Reviewing and approving the 2025

Group internal audit plan, which

comprises a five year cyclical and risk

based annual internal audit plan.

External audit

– Approving the annual audit plan

presented by the External Auditor.

– Reviewing the results and conclusions of

work performed by the External Auditor.

– Reviewing and monitoring the

relationship with the External Auditor,

including their independence, objectivity,

effectiveness, terms of engagement and

approval of fees.

– Reviewing and approving the policy on

the engagement of the External Auditor

to supply non-audit services.

– Engaging with External Auditor and

senior management in relation to the

appointment of a new lead audit partner.

– Making recommendations for the

reappointment of the External Auditor.

General matters

– Reviewing and approving the Group’s tax

strategy and accompanying statement.

– Reviewing and recommending to the

Board for adoption the Group’s policies

on Anti-Bribery and Corruption, Anti-

Money Laundering, Whistleblowing,

Fraud and Data Protection.

– Referring matters to the Board which,

in its opinion, should be addressed at

a meeting of the Board.

– Evaluating its own performance and

effectiveness and as part of this,

reviewing its constitution and terms of

reference, recommending changes to

the Board for approval.

Risk management and

internal control

Risk management

The Audit Committee continued to review

the Group’s approach to risk management.

As explained in the Risks and Uncertainties

section on page 66, the Group uses a

number of tools to review the Group’s risk

management processes including the

Group’s Risk Management Framework,

Residual Risk Heat Map and Risk

Dashboard. These tools are reviewed

regularly by senior management to ensure

that risks, both existing and emerging, are

properly identified and managed and the

potential impact on the Group assessed.

The Committee also supported the Board in

its annual review of the Group’s risk appetite.

Climate risk

As part of the Group’s Task Force on

Climate-related Financial Disclosures

(‘TCFD’) response, the impact of climate

risk was assessed in the context of the

financial statements. Further details on the

Group’s TCFD response is given on pages

55 to 65.

For the year ended 31 December 2024,

while recognising the Group’s commitment

to achieving Net Zero by 2030 as part of

the wider ESG strategy, it was judged that

climate risk has not had a material impact

on the financial reporting estimates and

judgements.

Key areas of the financial statements in

which climate risk has been assessed were:

– Property valuations which are stated at

fair value as determined by the Group’s

external valuers in accordance with RICS

Valuation – Global Standards. RICS has

previously published a guidance note

‘Sustainability and ESG in Commercial

Property Valuation’ and the implications

of this for the Group’s valuations were

discussed with the Valuers. We have also

shared the Group’s Net Zero Asset Plans

with the Valuers to enable them to fully

understand the planned programme of

works which are a key element of the

Group’s Net Zero commitment.

– Going concern and Viability: Given the

longer term nature of climate risk there

is not expected to be a material impact

on the Group’s financial projections

over the shorter Going concern and

Viability periods.

– Contingent liabilities: As explained in note

18A to the financial statements, in 2021

the Group issued €700m sustainability

linked bonds maturing in 2027. The

bonds contain two emissions reduction

targets, both of which will be tested in

2025 against a 2019 benchmark. If the

targets are not met, a total of 37.5 basis

points per annum, equivalent to £2.2m

per target, will be payable in addition

to the final year’s coupon. Given the

continued progress made in reducing

emissions these potential penalties have

been treated as contingent liabilities in

the 2024 financial statements.

Further details of the Group’s approach to

climate risk can be found on pages 55 to 65.

Internal control

The Committee assists the Board in fulfilling

its responsibilities relating to the adequacy

and effectiveness of the Group’s control

environment.

During the year, the Committee received

regular updates on the Group’s internal

control systems covering financial,

operational and compliance controls. The

Group’s internal controls provide reasonable

but not absolute assurance against material

misstatement or loss. The review of the

controls involves analysis and evaluation of

the key risks to the Group, including a

review of all the material controls. This

includes the plans for the continuity of the

Group and its operations in the event of

unforeseen interruption.

Throughout 2024 the COSO 2013 internal

control framework was applied. The

application of this framework ensures that

the Group’s control environment and

assurance programme is robust and aligned

to its principal risks. It also promotes a

strong culture of awareness and accountability

for risk management across the Group.

In addition, the Committee reviewed the

Group’s approach to compliance with

legislation and the prevention of anti-money

laundering and anti-bribery and corruption.

Updates were provided throughout the year

on the additional measures to be introduced

by The Economic Crime and Corporate

Transparency Act 2023 in respect of the

new offence of failing to prevent fraud and

relevant updates to the Company’s policies

and procedures will be presented to the

Committee for recommendation to the

Board during 2025. The Committee also

oversaw enhancements made to the Group’s

arrangements relating to whistleblowing,

which ensures that appropriate systems are

in place for colleagues to raise concerns in

confidence. I am pleased to confirm that no

allegations of fraud or whistleblowing

concerns were raised in 2024.

The Committee confirms that its review

of the control environment in 2024 was able

to demonstrate that the Group continues

to operate an effective internal control

environment.

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Hammerson plc Annual Report 2024

Material matters, judgements and estimates

The Committee received reports from management and the External Auditor setting out the significant accounting and financial

reporting matters and judgements in respect of the financial statements as well as how these matters were addressed. The following

sets out the main areas of judgement considered by the Committee. For each area, the Committee was satisfied with the accounting

and disclosures in the Annual Report and Accounts.

Matter considered The Committee’s review and conclusion

Valuation of the Group’s property

portfolio

The valuation of the Group’s property

portfolio is a key recurring judgement due

to its significance in the context of the

Group’s net asset value.

Valuations are inherently subjective due to

the assumptions and judgements made by

the Valuers. Key inputs to the valuations

are capitalisation yields and market rental

income (‘ERV’). The Valuers also consider

other factors including the location,

physical attributes of the property, and

environmental and structural conditions.

Valuations are undertaken by the Group’s

three external valuers and are thoroughly

reviewed by management.

The external valuers each presented their year end valuations to the Committee in

February 2025. These were scrutinised, challenged and debated with a focus on the key

judgements adopted to determine ERVs and yields. The impact of climate change and

any future capital expenditure requirements on the valuations were also discussed.

It was acknowledged that the Group’s leasing performance provided good evidence to

support the Valuer’s ERV assumptions. It was also acknowledged that the increased

number of acquisition/sale transactions provided a more robust basis for yield

judgements than in recent years.

The Committee Chair also held private meetings with each valuer to discuss the valuation

process and confirm that the valuers remained independent and objective.

The Committee also received a report from the External Auditor detailing their

assessment of the valuation process and year end values.

Based on the work undertaken, the Committee was satisfied that the valuations had been

carried out in an appropriate manner with reference to the widest range of available

evidence and was therefore suitable for inclusion in the Group’s financial statements.

Accounting for the Value Retail disposal

In May 2023, the Group announced that

its investment in Value Retail (‘VR’) was

non-core and entered into potential

disposal discussions with a third party.

These discussions significantly advanced

in the first half of 2024 and as part of the

preparation of the 30 June 2024

condensed interim financial statements,

the Directors had to assess whether the

investment met the criteria under IFRS 5

‘Non-current assets held for sale and

discontinued operations’ to require

reclassification to an asset ‘held for sale’.

A binding sale agreement for the Group’s

entire interest was subsequently signed on

22 July 2024 for gross proceeds of €705m

(£595m). The sale completed on 18

September 2024.

The Group has historically accounted for its Value Retail investment as an associated

undertaking in accordance with IAS 28 ‘Investments in Associates and Joint Ventures’.

The advanced sale discussions in the first half of the year required the Committee

to assess whether the investment should be reclassified as ‘held for sale’ as per

IFRS 5 as part of the preparation of the Group’s 30 June 2024 condensed interim

financial statements.

The Committee reviewed and discussed papers on the matter at both the June and

July committee meetings. These set out the judgements required under the IFRS 5

reclassification criteria. Based on this, the Committee concluded that the investment

should be reclassified to ‘held for sale’ as at 30 June 2024 as management were

committed to a sale and a transaction was deemed ‘highly probable’ within the next

12 months. The paper also set out the basis of the impairment review required upon

reclassification. This was based on VR’s 30 June 2024 financial position, the value of

other assets and liabilities directly associated with the sale, the fair value of the expected

proceeds, and the estimated costs of the transaction. This resulted in the recognition of

a £483m impairment charge at 30 June 2024.

The papers also set out the proposed accounting treatment following reclassification

to held for sale, such that upon reclassification, equity accounting ceased and any

subsequent gains or losses on remeasurement would be recognised in the consolidated

income statement as impairment gains or losses. Finally, the Committee concluded that,

as VR was an identifiable business segment for the Group, that VR’s results for both

the current and prior accounting periods needed to be re-presented as ‘discontinued

operations’ and disclosed separately to the Group’s ‘continuing operations’. The papers

explained the disclosure requirements associated with this treatment.

Following the completion of the sale, management prepared another paper which was

reviewed and discussed by the Committee. This set out the basis of a £11m reduction in

the impairment charge over the period from reclassification to held for sale on 30 June

2024 to the completion of the disposal on 18 September 2024. The movement was

principally due to foreign exchange translation differences between the two dates;

distributions paid as per the sale contract in relation to the Group’s period of ownership;

and the reclassification of tax on the disposal which had been included in the estimated

transaction costs when assessing the impairment at 30 June 2024.

The Committee were satisfied with the proposed accounting treatment and associated

disclosures relating to the VR sale. Further details on the sale are provided in note 9 to

the financial statements.

100 Hammerson plc Annual Report 2024

Corporate Governance | Audit Committee Report continued

Matter considered The Committee’s review and conclusion

Accounting for property transactions

(including classification of assets held

for sale)

The accounting treatment of property

transactions is a recurring judgement

for the Group because of the financial

significance and potential complexity of

such transactions.

For property transactions, judgement

can be required to determine the point

at which assets should be reclassified

as ‘held for sale’.

The key property transactions completed in 2024 were the sale of Union Square in March

for gross proceeds of £111m and the acquisition of its former joint venture partner’s 50%

stake in the West Quay Limited Partnership on 7 November 2024, such that from that

date the Group owned 100% of the entity.

The Committee reviewed and challenged management’s paper on the accounting

treatment for both transactions. The Union Square sale was recognised on completion,

while for the Westquay acquisition judgement was required under IFRS 3 to determine

whether the transaction was an asset acquisition or a business combination. The

Committee concluded that the acquisition was an asset acquisition since the transaction

involved the purchase of a corporate entity that was unable to operate independent of

Hammerson’s management. Also, the predominant asset acquired was the Westquay

flagship destination, with the other sundry net assets acquired ancillary to the property

asset. The paper also explained that from an accounting perspective in its 2024 financial

statements, the transaction required the Group to derecognise its investment in joint

venture, recognise an asset acquisition and subsequently consolidate the entity.

The Committee also reviewed and concluded that there were no ongoing potential

property transactions which met the reclassification criteria under IFRS5 to be ‘held for

sale’ at 31 December 2024.

Going concern and viability

An assessment is required to recommend

to the Board that the Group’s financial

statements be prepared on a going

concern basis. A further assessment is

also required to support the Group’s

Viability Statement.

The Committee, in conjunction with the Board, reviewed management’s assessments of

going concern and viability. The assessments both contained a base scenario derived

from the Group’s Business Plan and took account of the Group’s principal risks, including

climate change, and the latest geopolitical, economic and trading outlook. The

assessments contained earnings, balance sheet, cash flow, liquidity and credit metric

projections, including key covenants. They also contained reverse stress tests to

appraise the Group’s absolute resilience to adverse changes to the key variables

(valuations and net rental income) impacting debt covenants.

The Committee reviewed and challenged the financial forecasts and their underlying

assumptions and were satisfied that management had conducted a robust assessment

which clearly demonstrated the Group’s resilience. It noted that the Group’s disposal of

its interest in Value Retail and the refinancing of the joint venture debt facility secured

against Dundrum, Dublin, which both completed in 2024, had strengthened the Group’s

resilience to adverse changes to the key variables impacting the Group’s debt covenants.

Based on the work undertaken, the Committee concluded that the 2024 financial

statements be prepared on a going concern basis and that the Group should retain a

three year Viability period. See pages 144 and 74 for the Going concern and Viability

statements respectively.

Fair, balanced and understandable

The Directors are required to consider the

disclosures in the Annual Report are fair,

balanced and understandable. This

includes both the narrative explanation of

the Group’s performance and its use of

Alternative Performance Measures

(‘APMs’), being financial measures not

specified under IFRS. These are used to

monitor the performance of the business,

which management reviews on a

proportionally consolidated basis.

Judgement is required to ensure

disclosures and associated commentary

explain clearly the performance of the

business and for APMs, provide

reconciliations to IFRS.

The Committee reviewed management papers which explained management’s judgement

that the Annual Report was fair, balanced and understandable. This set out the

consistency and balance across the various sections of the Annual Report and the

completeness of disclosures. In relation to APMs, the paper explained that APMs:

– are not given more prominence than measures under IFRS

– are properly explained, including the rationale for their use

– where relevant, are reconciled to IFRS

Following its review, the Committee was satisfied that the Annual Report and financial

statements were fair, balanced and understandable and recommended this conclusion

to the Board.

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Internal audit

The Group’s internal audit function provides

independent and objective assurance over

the design and operating effectiveness of

the system of internal control though a risk

focused approach. Internal audit reports

functionally to the Chair of the Committee

and administratively to the CFO.

Internal audit activities are predominantly

carried out internally, with co-sourcing

support provided by BDO LLP for more

complex reviews. This arrangement also

ensures that the function has access to a

dedicated resource pool and specialist skills.

Prior to the start of each financial year,

the Committee reviews and approves the

annual group internal audit plan. A further

review occurs during the year to take

account of any necessary revisions. The

plan takes account of the Group’s principal

risks and in particular any heightened risks

affecting the Group, with audits split

between a cyclical annual plan and risk

based audits. Other key factors for

consideration are key areas of change for

the Group which have not been subject to

recent audit.

Following the adoption of the COSO 2013

internal control framework in 2023, an

assurance map has been developed which

enables the Group to determine a five year

cyclical internal audit plan based on the risk

profile of identified material areas, the levels

of assurance obtained through other lines

of defence across the business and any

external assurance obtained. In 2024,

the Committee reviewed and approved

a revised five year cycle which had been

updated to reflect the significant progress

the business had made in respect of

automation and reducing risk. I look forward

to providing an update against this plan in

next year’s report.

Internal audits completed during the year

included, but were not limited to:

Cyclical:

– Disposals

– Accounts receivable

– Accounts payable

– Anti-money laundering

– ESG

– Treasury

– Human resources

Risk based:

– Technology transformation programme

– Migration to a new lease management

software

– Property management outsourcing in

the UK, Ireland and France

Recommendations for improvements

are agreed with management with

clear timelines and responsibilities for

implementation. Progress updates on

actions arising from current and prior

reports are, and have been, provided at

Committee meetings throughout the year.

The Committee is satisfied that the internal

audit programme remains risk focused, is

functioning satisfactorily across the Group,

and that management is open to reviews

and takes action on recommendations on

a timely basis.

Accordingly, it has been concluded that the

Group’s internal audit arrangements provide

effective assurance over the Group’s risk

and control environment and that the

function has adequate resources and

appropriate access to information to enable

it to perform its role effectively and

efficiently given the size and complexity of

the business. The Committee continues to

review how the internal audit function may

need to evolve to continue to align with the

Group’s strategy.

External Auditor

Independence and objectivity

Both the Board and the External Auditor,

PwC, have safeguards in place to protect

the independence and objectivity of the

External Auditor. The Committee receives

details of any relationships between the

Company and PwC that may have a bearing

on their independence. These were

reviewed by the Committee during the year

and remain satisfactory. In accordance with

the FRC’s Ethical Standard, PwC formally

confirmed to the Committee and to the

Board its independence as auditor of

the Company.

Auditor effectiveness

The effectiveness of the audit process is

subject to ongoing monitoring and the

Committee has considered this during the

year as part of the internal Board and

Committee Performance Review and the

2024 year end process. The Committee

considered a number of factors, including,

among other things, the quality and scope

of the audit plan and the clarity of reporting.

The Committee also sought the views of

key members of the finance team, senior

management and the Directors regarding

the audit process and the quality and

experience of the audit partner engaged

in the audit. Their overall feedback was

positive and that the External Auditor

provides an appropriate level of challenge

to management. It was agreed that the

audit team had continued to be responsive

and cooperative and had demonstrated

flexibility and adaptability in working with

management day-to-day to address any

issues arising during the year. Confirmation

was also sought that the fee payable for the

annual audit is sufficient to enable PwC to

perform its obligations in accordance with

the scope of the audit.

The Committee has concluded that taken

as a whole, PwC has carried out its audit for

2024 effectively and efficiently.

Auditor appointment

PwC has served as the Group’s External

Auditor since being appointed at the AGM

in April 2017 after a full tender process was

undertaken in 2016. As highlighted last year,

the former audit partner, Sonia Copeland,

was subject to a mandatory rotation from

the Hammerson audit following the

conclusion of the audit for the year ended

31 December 2023 in accordance with

the FRC’s Ethical Standard. Following

collaborative engagement between

management, PwC and the Committee,

Joanne Leeson has been appointed as the

Group’s audit partner for the 2024 financial

year end.

In compliance with prevailing legislation and

best practice, the external audit contract

will be put out to a competitive tender at

least every 10 years and the Committee has

decided to conduct an external audit tender

in the first half of 2026. There are no

contractual obligations that restrict the

Committee’s choice of External Auditor.

Planning is underway and the Committee

intends to comply with each of the relevant

sections of the FRC’s Audit Committees

and the External Audit: Minimum Standards

when conducting the tender process.

Disclosure on the extent to which those

standards were applied will be set out in the

annual report for the financial year ending

31 December 2026.

PwC’s objectivity, independence and

performance remain strong and the

Committee believe it is in the best interests

of shareholders that they continue as the

Group’s External Auditor and that a tender

process ahead of 2026 is not necessary.

Accordingly, the Committee has

recommended to the Board that PwC be

re-appointed as External Auditor for the

2025 financial year, subject to approval at

the AGM to be held on 15 May 2025.

102 Hammerson plc Annual Report 2024

Corporate Governance | Audit Committee Report continued

The Committee is in compliance with

The Statutory Audit Services for Large

Companies Market Investigation

(Mandatory Use of Competitive Processes

and Audit Committee Responsibilities)

Order 2014, published by the Competition

and Markets Authority.

Non-audit services

The Committee has put in place a robust

auditor engagement policy to ensure that

the External Auditor remains objective

and independent. It considers how such

objectivity might be, or appear to be,

compromised through the provision of

non-audit services by the External Auditor.

The Group’s non-audit services policy can

be found on the Company’s website and

reflects the requirements of the Financial

Reporting Council (‘FRC’s’) Revised Ethical

Standard 2024 such that the External

Auditor may only provide services which are

included on the FRC’s ‘whitelist’ of services.

Non-audit services with fees up to £50,000

are assessed and, as appropriate, authorised

by the Chair of the Committee. Services

with fees above this level are considered by

the Committee as a whole. The provision of

non-audit services is monitored closely to

ensure compliance with the 70% non-audit

services cap calculated as the average of

the fees paid for audit services in the last

three consecutive financial years.

During the year, PwC received £0.3m for

non-audit services (2023: £0.1m) this

related to reporting accountant work in

respect of the Group’s Euro Medium Term

Note programme and on the Value Retail

disposal. For 2024, this represented 22%

of the Group’s audit fee for the year (2023:

4%) and further analysis of fees paid to the

External Auditor is set out in note 5E to the

financial statements.

Conclusion

The disposal of the Group’s interests in

Value Retail was transformational for

Hammerson and accounting for this

disposal was a key topic for the Committee

in 2024. The partial use of proceeds to

deleverage the Company alongside other

initiatives completed during the year such

as the completion of the Group’s refinancing

of the loan secured against Dundrum,

Dublin, and the successful issuance of

bonds under the Group’s EMTN programme

and subsequent tender mark the successful

turnaround of the Group. These activities

further strengthen the balance sheet and

provide the foundations to enter into a

period of accelerated growth.

The Committee’s oversight of financial

reporting, external and internal audit, and

the further development of the risk and

control environments have also continued

to be key areas of focus. These are likely

to remain so for the 2025 financial year

as the Group continues to deliver its

strategic objectives.

The Committee remains focused on

ensuring that finance and risk capability

is appropriate to the scale of the business,

whilst also acknowledging an increasingly

regulated environment for the Group.

As the regulatory landscape continues

to evolve, the Committee will continue

to monitor developments from the review

led by the Department for Business and

Trade into restoring trust in audit and

corporate governance, and the impact the

recommendations may have on the Group.

In particular, the Committee will spend time

working with management to prepare to

report on the updated UK Corporate

Governance Code, published by the FRC on

22 January 2024, with particular attention

to the changes introduced to Section 4 in

respect of audit, risk and internal control.

Sufficient time will also be dedicated to

ensuring the Group’s readiness for CSRD

and EU Taxonomy.

The Committee and management are

committed to ensuring that we respond

positively to these changes in the

regulatory environment.

Mike Butterworth

Chair of the Audit Committee

25 February 2025

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Hammerson plc Annual Report 2024

Directors’ Remuneration Report

I am pleased to present our Directors’

Remuneration Report (the Report) for the

year ended 31 December 2024.

Context for the Committee’s decisions

2024 was a year of significant political

uncertainty with general elections taking

place in all three of the countries in which

we operate. Inflationary pressures proved

to be rather stickier than originally forecast

which prompted volatility in debt markets.

In the UK, there have been increased fears

of stagflation with weak economic growth,

combined with headline inflation above

central bank targets.

Despite the difficult external challenges,

2024 was a pivotal year in the Company’s

recovery. Hammerson delivered a strong

financial performance and made significant

strategic and operational progress, building

on the improvements we have seen in the

previous three years.

Management continued to deliver a strong

operational performance, signing 262

leases representing £41m of rent, a record

performance on a like-for-like basis. These

deals were signed at 56% above previous

passing rent and 13% ahead of ERV on a

net effective basis, at our share. Occupancy

is at 95% which is a level where rental

tension is tangible with only a few available

leasable units in most assets.

The Company completed the

implementation of the new operating

model, outsourcing onsite operational

management to proven scale strategic

partners, enabling Hammerson to focus on

strategic value creation activity. The impact

of this can be seen in the repositioning

activity across the estate. Alongside this,

the team also completed the technology

transformation programme, delivering a

resilient automated platform to increase

speed of delivery.

On the transaction side, we exited our

interest in Value Retail in September 2024

for cash proceeds of €705m (£595m),

representing an attractive exit multiple of

24x EBITDA and a 3.4% exit cash yield.

While this disposal was at a discount to

book value, as it was a very complex,

non-controlling interest, this was the most

significant step in a four-year programme

that has delivered £1.5bn of disposal

proceeds. As a result of this programme,

Hammerson now has one of the strongest

balance sheets in the sector. This allowed

Dear Shareholders

Committee membership

Habib Annous (Chair), Méka Brunel, Carol Welch

Other regular attendees by invitation

Robert Noel, Company Chairman

Rita-Rose Gagné, Chief Executive

Jessica Oppenheimer, Chief People Officer

External Remuneration Advisors

Meeting attendance

In 2024 there were four scheduled meetings.

For details of attendance, see the attendance table on page 83.

Key topics discussed

– 2024 review of Executive Directors’ pay and the fee of the Chair

of the Board

– Review and approval of 2024 AIP structure, performance targets and

personal objectives

– Approval of AIP outturn for 2023 and review of likely 2024 AIP outturn

– Review and approval of the underpin for 2021 RSS awards

– Consideration of remuneration policy against developments in market

and governance changes

– Review of Directors’ Remuneration Report

– Feedback on engagement with investors and the Colleague Forum

on remuneration matters

Habib Annous

Chair of the Remuneration

Committee

104 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report

the Company to reward shareholders with

the start of a buyback of shares and an

enhanced dividend policy, as well as

allocating £350m of the disposal proceeds

to acquisitions and asset enhancements.

Management then successfully deployed

£135m of these proceeds to gain 100%

control of Westquay at a high single

digit yield.

Since FY20, the management team, led by

Rita-Rose Gagné, has now transformed

the business, strategically reshaping the

portfolio to ten landmark city destinations

and 80 acres of strategic land in the UK,

France and Ireland. Hammerson has

established itself as a leading specialist in

the operation of city destinations, and as

the owner and manager of the best assets

in some of Europe’s fastest growing and

most affluent cities. In an environment

where brands want fewer, better and more

productive stores, Hammerson provides

that critical flight to quality for occupiers.

Successful delivery of our strategic goals

over the last four years means we go into

2025 well positioned to invest for growth

and value creation whilst retaining our

commitment to sustainability.

Short-term incentive arrangement

As outlined above and elsewhere in the

Annual Report, this was a transformative

year for the Group. Significant progress

was made both operationally and

strategically.

The completion of the Value Retail disposal,

which had the full support of the Board as

a key strategic step, was the primary driver

of the reduction in our gearing (from 55%

to 45% in 2024), which has allowed the

Company to move on to the front foot.

During the year, the Remuneration

Committee noted that the disposal of the

non-controlling interest in Value Retail at

a discount to stated book value would have

a material impact on the Group’s Total

Accounting Return (‘TAR’), one of the

financial measures initially included in the

2024 Annual Incentive Plan (‘AIP’).

Therefore, the Committee concluded that it

was no longer appropriate to use Relative

TAR as a financial measure for 2024. After

careful consideration, we decided to revert

to a Relative Total Shareholder Return

(‘TSR’) measure, maintaining the same peer

group. This measure was thought to provide

a better benchmark of the in-year execution

of the strategic plan and is closely aligned

with the outcome for shareholders.

Our other AIP financial measures of

Adjusted Earnings per share and Net Rental

Income were not changed. Combined,

these three measures achieved an outturn

of 75.33% of the maximum.

The performance of the two Executive

Directors against their Personal/Strategic

Objectives was assessed in the normal way

with both awarded a 100% pay-out against

this element of the AIP. Along with the

performance against the financial and

environmental measures, this would

produce an overall assessment for both the

CEO and CFO of c.82% of their potential

maximum AIP outturn.

The Committee reviewed this indicative

outturn considering the extraordinary

delivery above and beyond the strategic

and operational plan. To appropriately

reflect this scale of delivery it was

concluded that positive discretion should

be applied to increase the total AIP payouts

to 100% of the maximum award for the

CEO and 95% of the maximum award for

the CFO.

By exercising this discretion, amounting to

£354,170 in aggregate, the Committee and

the Board recognise the extraordinary

achievements in 2024 in transforming the

business, enabling the pivot to our growth

strategy.

Long-term incentive arrangements

Consistent with market practice, our

approach is to make annual grants of

long-term incentives awards through the

Restricted Share Scheme (‘RSS’). In line

with the Policy, Rita-Rose Gagné and

Himanshu Raja received annual RSS

awards equivalent to 100% and 75% of

base salary, respectively, on 25 March 2024.

The Committee assessed the underpin

in the 2021 RSS grant in March 2024 for

Rita-Rose Gagné and April 2024 for

Himanshu Raja, and determined that the

underpin had been met and, therefore, that

the awards should be allowed to vest in

accordance with the rules. The Committee

thoroughly discussed all aspects of the

Group’s performance over the three years

since grant and concluded that the

successful delivery of the strategy during

this period should result in a full vesting.

The Committee noted that, on the basis of

performance in the period, the outcome

does not reflect any element of windfall.

Among other things, the Committee

considered the significant debt reduction,

organisational and operational

transformation, and positive TSR for

the three-year vesting period.

2025 pay approach

The Committee has approved a 3% salary

increase for each of the Executive Directors

in line with the increases awarded to

colleagues generally.

We have committed to shareholders to keep

the AIP measures under review to ensure

they remain appropriate to Hammerson’s

strategic goals. For 2025, the financial

measures we decided to utilise are adjusted

EPS, relative TSR and replacing Net Rental

Income (‘NRI’) with Gross Rental Income

(‘GRI’), being the key driver of revenue

growth going forward. In choosing these

measures, which are aligned with the

Group’s Medium Term Financial Framework,

we have sought to reflect the key pillars of

the Company’s growth strategy. This results

in the new scorecard comprising:

Gross rental income 21.67%

Adjusted earnings per share 21.67%

Relative Total shareholder return 21.67%

Emissions Reduction 10%

Personal/Strategic objectives 25%

Awards will be made under the RSS in early

2025 in the normal way with grants of 100%

and 75% of salary envisaged for the CEO

and CFO, respectively, in line with the policy.

Result of the 2024 AGM and shareholder

engagement

All remuneration related resolutions were

passed by a clear majority of shareholders

at the 2024 AGM.

The policy will be due for renewal at the

2026 AGM and we shall review the policy

during 2025 to consider any potential

changes. I shall engage with our largest

shareholders and the various proxy firms

together with the Colleague Forum

(‘the Forum’) as part of this process.

Colleague engagement

We communicate with, and receive

feedback from, the Company’s colleagues

through a variety of channels, notably

through the Forum. Carol Welch, a member

of the Remuneration Committee and

Designated Non-executive Director for

Colleague Engagement, and I met with the

Forum in November 2024 to discuss

executive remuneration and explain how it

aligns with the wider Company pay policy.

Having had an insightful discussion, the

feedback was presented at the Committee’s

meeting in December.

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The Committee is regularly updated on

Group-wide colleague pay and benefits and

considers colleague remuneration, as well

as colleague engagement feedback from

Carol Welch, as part of its review of

executive leadership and remuneration.

Conclusion

After a year of extraordinary strategic

execution and operational progress,

Hammerson is a stronger business, with

unique assets which are well positioned for

growth. This is reflected in the remuneration

outcomes for 2024.

In summary:

– Following thoughtful consideration,

a measure of upwards discretion was

applied, with the CEO and CFO being

awarded an AIP outcome of 100% of

maximum and 95% of maximum

respectively, with 40% of each award

deferred in shares for two years. This

positive discretion resulted in an

enhanced payment of £354,170 in

aggregate, split £263,360 in respect

of the CEO and £90,810 in respect

of the CFO.

– The Committee assessed the underpin

for the 2021 RSS grants. It determined

that the awards should be allowed

to vest in accordance with the

relevant rules.

– The CEO and CFO will receive RSS

awards for 2025 over shares worth

100% and 75% of salary, respectively.

– Both Executive Directors will receive a

3% salary increase in-line with the

increase awarded to the wider

workforce.

At the 2025 AGM, the Remuneration Report

will be submitted to shareholders. I am

grateful for the engagement provided by

shareholders during the year, and I look

forward to receiving your continued support

at the AGM.

Habib Annous

Chair of the Remuneration Committee

Key activities and decisions of the Committee in 2024

Salary and benefits – 2024 review of Executive Directors’ pay and the fee for the Chair of the Board

– 2024 review of GEC members’ salaries

Annual Incentive Plan and

Long Term Incentive Schemes

– Consideration of AIP 2023 outturn

– Review and approval of 2024 AIP structure, performance targets and

personal objectives

– Review of likely 2024 AIP outturn and potential AIP targets for 2025

– Review and approval of the 2024 RSS award levels

– Review and approval of the underpin for the 2021 RSS award

– Review of RSS awards for GEC members

– Review of AIP for GEC members

Policy renewal – Consideration of the policy against developments in market and best practice

– Consideration of changes to the policy

Governance – Review of AGM season remuneration report results, and shareholders’ and proxy

agencies’ views on remuneration

– Review of the Remuneration Committee’s terms of reference

– Reports on engagement with shareholders on remuneration matters

– Review of Directors’ Remuneration Report

Other – Employee share plan award activity

– Review of remuneration consultant costs, performance and reappointment

– Review of emerging remuneration practice

– In consultation with the Designated Non-executive Director for Colleague Engagement,

engagement with the wider workforce on how executive pay aligns with pay for the

wider workforce

106 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Annual Remuneration Report

The Directors’ Remuneration Report (the Report) sets out how the Directors’ Remuneration Policy (the Policy) was put into practice

in 2024 and how we intend to implement it in 2025. It is divided into three sections:

– Section 1: Single figure tables

– Section 2: Further information on 2024 remuneration

– Section 3: Implementation of the Policy in 2025

The Group’s External Auditors have reported on certain sections of this Report and stated whether, in their opinion, those sections have

been properly prepared. These sections are labelled as ‘audited’.

The Policy was approved by shareholders at the AGM held on 4 May 2023 and is available to view on the Investor Relations section of

the Company’s website at www.hammerson.com. A summary of the key provisions for each element of the Policy is set out in this Report.

Section 1: Single figure tables

This section contains the single figure tables showing 2024 remuneration for the Executive Directors and Non-executive Directors, and

information that relates directly to the composition of these figures.

All figures highlighted in TEAL in the Report relate directly to a figure that is found in the Single Figure Table below.

Executive Directors’ remuneration: Single Figure Table (audited)

Salary

£000

Benefits

£000

Pension

£000

Fixed Total

£000

Annual

Bonus

(‘AIP’)

£000

Restricted

Scheme

(‘RSS’)

£000

Variable

Tot al

£000

Tot al

£000

Rita-Rose Gagné 2024 734 21 73 828 1,483 798 2,281 3,109

2023 706 21 71 798 1,241 2,288 3,529 4,327

Himanshu Raja 2024 470 19 47 536 676 333 1,009 1,545

2023 452 20 45 517 585 – 585 1,102

Tot a l 2024 1,204 40 120 1,364 2,159 1,131 3,290 4,654

2023 1,158 41 116 1,315 1,826 2,288 3,851 5,166

1 See summary of RSS immediately below. The 2023 value for Rita-Rose Gagné’s RSS award has been restated since the closing share price on the fourth anniversary

of grant is now known.

Commentary on the Single Figure Table (audited)

Restricted Share Scheme (‘RSS’)

In 2024, Rita-Rose Gagné’s second RSS award met its performance underpin with the Company achieving a positive TSR of 32.3%

(on an enhanced scrip dividend basis) over the reference period (being the three years from 31 March 2021). Key highlights over the

reference period included a reduction in net debt by £824m (38%), multiple disposals raising £822m of gross proceeds, significant

refinancing activity, and substantial internal transformation and team restructuring, leading the Committee to determine that the underpin

had been met and that the award should be allowed to vest in accordance with the relevant rules. One-third of the award ceases to be

contingent on employment on each of the third, fourth and fifth anniversaries of grant in March 2021 and was therefore, not immediately

payable in 2024. The award is then exercisable only from the fifth anniversary of grant and ceases to be exercisable on the seventh

anniversary of grant.

The value of her 2021 RSS award has been calculated using the closing share price on the third anniversary of grant date for the

one-third of the RSS award which ceased to be contingent on employment in March 2024 (29.78p). The value of the remaining two-

thirds of the awards has been calculated using the average share price over the last quarter of the financial year (29.36p). The total

value includes dividend equivalents of £286,078. The award’s value reflects material positive total shareholder return through the value

of dividends over the period (rather than through share price appreciation).

Himanshu Raja’s first RSS award (made on his appointment as CFO in April 2021) met its performance underpin with the Company

achieving a positive TSR of 14.9% (on an enhanced scrip dividend basis) over the reference period (being the three years from 27 April

2021). Key highlights over the reference period included a reduction in net debt by £824m (38%), multiple disposals raising £822m of

gross proceeds, significant refinancing activity, and substantial internal transformation and team restructuring leading the Committee to

determine that the underpin had been met and that the award should be allowed to vest in accordance with the relevant rules. One-third

of the award ceases to be contingent on employment on each of the third, fourth and fifth anniversaries of grant in April 2021, and was

therefore not immediately payable in 2024. The award is then exercisable only from the fifth anniversary of grant and ceases to be

exercisable on the seventh anniversary of grant.

The value of his 2021 RSS award has been calculated using the closing share price on the third anniversary of grant date for the

one-third of the RSS award which ceased to be contingent on employment in April 2024 (26.98p). The value of the remaining two-thirds

of the awards has been calculated using the average share price over the last quarter of the financial year (29.36p). The total value

includes dividend equivalents of £83,228. The award’s value reflects material positive total shareholder return through the value of

dividends over the period (rather than through share price appreciation).

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The single figure table above shows the full 2021 RSS awards for both Executive Directors (and, for the avoidance of doubt, not solely

the one-third which ceased to be contingent on employment on their third anniversary of grant). This is because the performance

underpin has been met.

The value of the 2020 RSS award (disclosed in the 2023 Annual Report) has been restated since the closing share price on the second

anniversary of grant is now known. The value of the award is calculated using the closing share price on the third anniversary of grant

date for the one-third of the RSS award which ceased to be contingent on employment for 2023 (24.70p) and the fourth anniversary

of grant date for the second third of the RSS award which ceased to be contingent on employment for 2024 (29.18p). The value of the

remaining third of the awards has been calculated using the average share price over the last quarter of the financial year (29.36p).

The total value has increased since it was included in the single figure table in 2023 from £2,025,499 to £2,288,885. The increase is

due to additional dividend equivalents of £74,389 and £187,997 of share price appreciation.

Annual bonus for 2024

The Annual Incentive Plan (‘AIP’) is the Company’s annual bonus scheme. As explained in the Committee Chair’s statement, the

measures and targets were originally set before the sale of Value Retail. The Committee decided in-year to replace the Relative TAR

component of the scorecard with Relative TSR.

Subject to that one adjustment, the formulaic out-turn was 82.3% of maximum for both executive Directors. Recognising their

extraordinary delivery, the Committee exercised discretion to increase their outturns to 100% and 95% of maximum for the CEO and

CFO, respectively, to recognise the extraordinary execution of the Company’s strategy in 2024.

The performance targets were not disclosed in advance of the year, as they were considered by the Board to be commercially sensitive

information, but full details of the conditions and performance against them are now set out below.

AIP outturn Performance against targets

Bonus achieved

Performance measures

Entry threshold

(% vesting at

threshold)

On-target

(50%

vesting)

Full vesting

target (100%

vesting)

Result

achieved

Vesting

percentage

against

maximum

Weighting

(% of max

bonus

available)

% of max

bonus

achieved

Adjusted earnings per share

17.105p (0%) 19.005p 20.906p 19.932p 74.4% 21.67% 16.1%

NRI

£138.470m (0%) £145.760m £153.050m £146.000m 51.6% 21.67% 11.2%

Relative TSR Median (25%)

54th

percentile

Upper

quartile

79th

percentile 100.0% 21.67% 21.7%

ESG – emissions reduction vs 2023

5% 7% 9% 8.3% 82.5% 10% 8.3%

Personal/Strategic objectives

Rita-Rose Gagné See summary of progress

in the table below

100% CEO

25% 25%

Personal/Strategic objectives

Himanshu Raja 100% CFO

25% 25%

Total CEO before discretion 82.3%

Total vesting percentage

(% of maximum) after

discretionary adjustment

CEO 100%

CFO 95%

AIP amount (shown in

single Figure Table)

CEO £1,482,744

CFO £676,006

1 Each of the AIP performance conditions is subject to a straight line payment scale between threshold, on-target and full vesting points.

2 Consistent with established practice, the original performance targets for adjusted earnings per share and net rental income are, where relevant, adjusted for variances

in the timing of planned disposals, acquisitions and the share buyback programme. Net rental income was also adjusted to be on a constant currency basis.

3 Reduction in emissions is assessed on a proportionally consolidated like-for-like basis aligned with the Group’s GHG emissions approach.

4 Personal/Strategic objectives for the CEO and CFO were based on the 2024 Business Plan and Strategy with substantial progress made across the key strategic

objectives, as summarised in the table below.

5 The CEO’s maximum bonus opportunity is 200% of salary and the CFO’s maximum bonus opportunity is 150% of salary.

108 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Performance against AIP Personal/Strategic Objectives

The Executive Directors’ Personal/Strategic objectives were assessed in the normal way with a primary focus on the objectives set at

the beginning of the year. The Committee assessed individual contribution to these common objectives and concluded that the individual

outturns proposed (by the Chairman for the CEO and by the CEO for the CFO) of 100% were reasonable given the outstanding delivery

against the objectives.

Value Creation – Sale of Value Retail at a 24 x EBITDA multiplier

– LTV of 30% and Net Debt:EBITDA 5.8x

– Increase in Group footfall of +2.1%

– Acquisition of 50% of Westquay at an attractive yield

– Improved credit ratings with both Fitch BBB+ (positive outlook) and Moody’s Baa2

– £400m 2036 bond issuance, 7x oversubscribed, and £412m bonds repurchased of the most

expensive 2026 and 2028 sterling bonds, resulting in reduced weighted average interest cost

from 3.5% to 3.3% with an annualised interest cost saving of £3.6m

– Extended maturities from group weighted average debt maturity from 2.5 years to 4.7 years

at 31 December 2024

– Increased engagement with both buy-side and sell-side analysts

– New enhanced dividend policy

Colleague and Customer Engagement – Completion of the outsourcing of on site property management and accounting in UK, Ireland

and France

– Substantive increase in colleague engagement survey results in both participation rates and

outcome measures across all departments

– 2024 Occupier survey in the UK & Ireland achieved a +10 point YOY increase in overall NPS

Sustainability – For the first time, JLL and SCC destination-based colleagues joined Hammerson on Giving

Back Day, focusing on charities linked to the local communities. Over 600 colleague volunteer

hours donated, benefiting 500 beneficiaries in UK, Ireland and France

– Significant increase in colleague volunteering hours of 1,981 compared to 680 in 2023

– Demonstrable progress on NZAP plans, with nine projects completed in 2024

– Created £3.5m of social value investment, a 40% increase

– 100% score in GRESB Public Disclosure

Fixed Remuneration

Salary

This represents salary earned in respect of the year. From 1 April 2024, salaries increased by 4%.

Benefits

The taxable benefits shown in the Single Figure Table include a car allowance (£16,000), private health insurance and permanent health

insurance for both Executive Directors. In addition, the Company paid for tax advice for Rita-Rose Gagné.

Executive Directors are eligible to participate in the Company’s all-employee share plan arrangements (SIP and Sharesave). In 2024,

neither of the Executive Directors participated in these plans.

Pension

Executive Directors receive a salary supplement in lieu of pension benefits. Rita-Rose Gagné and Himanshu Raja each received a salary

supplement of 10% of base salary which is consistent with the rate available to new joiners and below the rate for longer-serving

employees. All salary supplements paid to Executive Directors in lieu of pension benefits are subject to deductions required for income

tax and employees’ national insurance contributions in the UK.

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Non-executive Directors: Single Figure Table (audited)

The table below shows the remuneration of Non-executive Directors for the year ended 31 December 2024 and the comparative figures

for the year ended 31 December 2023.

Non-executive Directors’ remuneration for the year ended 31 December 2024

Committee membership and other responsibilities Fees Benefits To ta l

Audit

Committee

Remuneration

Committee Other

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

Robert Noel Chair of the Board 300 300 4 3 304 303

Habib Annous

Chair of the Remuneration

Committee

86 82 – – 86 82

Méka Brunel

70 67 6 5 76 72

Mike Butterworth

Senior Independent Director and

Chair of the Audit Committee

91 87 3 1 94 88

Adam Metz

70 67 66 92 136 159

Carol Welch

Designated Non-Executive

Director for Colleague

Engagement

78 75 2 1 80 76

Tot a l

695 678 81 102 776 780

1 Méka Brunel is based in France. This is reflected in her benefits figure – see Benefits note below.

2 Adam Metz is based in the USA. This is reflected in his benefits figure – see Benefits note below.

3 All Non-executive Directors are members of the Nomination and Governance Committee. No fee is payable for being Chair or a member of that Committee.

Benefits

Benefits disclosed relate to the reimbursement of travel and accommodation expenses incurred in attending Board meetings at the

Company’s head office. For those Non-executive Directors based outside the UK, this includes the cost of international travel and

accommodation. In accordance with the Policy, any tax arising is settled by the Company. Robert Noel is entitled to private medical

insurance which is taxed as a benefit in kind. The grossed-up value of relevant amounts has been disclosed.

Fees payable to Chair of the Board and Non-executive Directors – 2024 annual fees

Chair of the Board 300,000

Non-executive Director 64,575

Senior Independent Director 10,500

Audit Committee Chair 15,750

Remuneration Committee Chair 15,750

Audit/Remuneration Committee Member 5,250

Designated Non-executive Director for Colleague Engagement 8,400

110 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Section 2: Further information on 2024 remuneration

Directors’ shareholdings and share plan interests (audited)

Summary of all Directors’ shareholdings and share plan interests as at 31 December 2024 (including Persons Closely Associated)

Outstanding scheme interests at

31 December 2024 Actual shares held

Unvested

(subject to

performance

measures)

Unvested

(not subject

performance

measures)

Vested but

unexercised

scheme

interests

Total shares

subject to

outstanding

scheme

interests

1 January

2024

31 December

2024

Total of all

scheme

interests

and share-

holdings at

31 December

2024

Executive Directors

Rita-Rose Gagné 877,294 856,360 649,248 2,382,902 32,944 110,497 2,493,399

Himanshu Raja 386,162 274,057 39,065 699,284 28,439 88,623 787,907

Non–executive Directors

Robert Noel – – – – 124,008 130,206 130,206

Habib Annous – – – – 86,179 119,221 119,221

Méka Brunel – – – – 6,518 9,680 9,680

Mike Butterworth – – – – 21,131 21,131 21,131

Adam Metz – – – – 115,229 120,437 120,437

Carol Welch – – – – 5,258 5,258 5,258

1 RSS awards.

2 DBSS, Sharesave and RSS awards (that have completed any underpin period).

3 RSS awards that have vested but remain unexercised plus any notional dividend shares.

4 DBSS and RSS awards are nil cost options, satisfied through market purchase. The DBSS awards are exercisable from the second anniversary of grant until the seventh

anniversary of grant. The RSS awards are subject to an employment contingency vesting one third on each of the third, fourth and fifth anniversaries of grant (to the

extent the performance underpin is met following the third anniversary of grant). The RSS awards are exercisable from the fifth anniversary of grant and cease to be

exercisable on the seventh anniversary of grant.

5 Hammerson completed a 1 for 10 share consolidation in September 2024. The number of shares above are on presented on a post consolidation basis.

Between 1 January 2024 and 24 February 2025 (being the latest practicable date prior to publication of this document) the Executive

and Non-executive Directors’ beneficial interests in the table above remained unchanged.

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Directors’ share ownership guidelines (audited)

The chart below shows the Executive Directors actual share ownership compared with the current share ownership guidelines.

Executive Directors are normally expected to achieve the minimum shareholding guidelines within seven years of appointment.

Non-executive Directors are also encouraged to acquire a shareholding in the Company.

Directors’ share ownership guidelines

Rita-Rose Gagné

Policy

Shares Shares

Policy Shares counting towards the guidelines as at 31 December 2024 Shares counting towards the guidelines as at 31 December 2024

Policy

250%

343%

Policy

250%

147%

Himanshu Raja

1 The shareholding as a percentage of salary is as at the share price of 27.96p on 31 December 2024. Shares under award are granted on a gross basis but only credited

to the ownership requirement on a net of tax basis, as shown above.

Rita-Rose Gagné achieved the share ownership guidelines in 2023. During 2024, the 2021 RSS underpin was met and, therefore,

consistent with the Investment Association’s guidelines, those shares now count (on a net of tax basis) against her ownership

requirement.

Himanshu Raja was appointed as Chief Financial Officer on 26 April 2021 and is required to achieve the share ownership guidelines by

April 2028. In practice, it is currently anticipated that the guidelines should be met earlier than this. During 2024, the 2021 RSS underpin

was met and, therefore, consistent with the Investment Association’s guidelines, those shares now count (on a net of tax basis) against

his ownership requirement.

Executive Directors’ share plan interests (including share options) (audited)

The table overleaf sets out the Executive Directors’ interests under the Deferred Bonus Share Scheme (‘DBSS’) and the Restricted

Share Scheme (‘RSS’).

Performance conditions and form of awards (audited)

Awards under the DBSS are not subject to any performance conditions (other than continued employment on the vesting date). The

RSS awards are subject to a material underperformance underpin. RSS awards were made on 25 March 2024 over shares worth 100%

of salary to Rita-Rose Gagné and over shares worth 75% of salary to Himanshu Raja. These awards were granted subject to a broad

underpin (measured at the third anniversary of grant) in respect of the entire awards so that the Remuneration Committee may reduce

the level of vesting if it feels that it is not appropriate in all the circumstances and may have regard to the various factors mentioned in

the Policy in so determining. The underpin requires that the Group’s performance and delivery of strategy is sufficient to justify vesting

having regard to factors such as absolute and relative TSR, Net Debt and TPR over the underpin period.

Awards to Executive Directors under the RSS and DBSS are made in the form of nil-cost options.

Accrual of dividend shares

DBSS and RSS awards accrue notional dividend shares to the date of vesting (including any holding period).

Face values (audited)

Face values for the DBSS and RSS awards are calculated by multiplying the number of shares granted during 2024 by the average

share price for the five business days preceding the awards. Notional dividend shares are not included in the face value calculations.

112 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Dilution limits

Current in flight DBSS awards and Sharesave (‘SAYE’) grants are satisfied using market purchased shares. RSS awards are also

satisfied using market purchased shares (whether via a trust or treasury). It is expected that the 2025 RSS and DBSS awards will be

satisfied in a similar way. The Committee may satisfy RSS and SAYE awards with new issued shares and will comply with the dilution

limits as set out in the rules of the Company’s share incentive plans during the year. The Company operates within the Investment

Association’s guidelines with reference to share dilution not exceeding 10% of the issued ordinary share capital in any rolling 10-year

period under all-employee plans and 5% under its discretionary plans (counting both new issue and treasury shares).

Executive Directors’ share plan interests 2024 (audited)

Date of

award

Vesting

date

Number of

awards held

1 January

2024

Awarded

Notional

dividend

accrued

Exercised/

released in

year Lapsed

Aggregate

total number

of awards

held as at 31

December

2024

Grant

price

pence

Face value

of awards

granted/

purchased

during 2024

£000

Rita-Rose Gagné

RSS

2 Nov 2020 2 Nov 2023 796,412 – 40,001 – 836,413 17 7.1 –

RSS

31 Mar 2021 31 Mar 2024 261,770 – 13,147 – 274,917 335.9 –

RSS

22 Mar 2022 22 Mar 2025 256,031 – 12,859 – – 268,890 316.6 –

RSS

20 Mar 2023 20 Mar 2026 302,677 – 15,202 – – 317,879 241.0 –

RSS

25 Mar 2024 25 Mar 2027 – 276,631 13,894 – – 290,525 268.0 741

DBSS

22 Mar 2022 22 Mar 2024 141,270 – – (141,270) – – 316.6 –

DBSS

20 Mar 2023 20 Mar 2025 190,141 – 9,550 – – 199,691 241.0 –

DBSS

25 Mar 2024 25 Mar 2026 – 185,282 9,305 – – 194,587 268.0 497

Himanshu Raja

RSS

27 Apr 2021 27 Apr 2024 111,591 – 5,604 – 117,195 378.1 –

RSS

22 Mar 2022 22 Mar 2025 122,870 – 6,171 – – 129,041 316.6 –

RSS

20 Mar 2023 20 Mar 2026 145,258 – 7,295 – – 152,553 241.0 –

RSS

25 Mar 2024 25 Mar 2027 – 99,568 5,000 – – 104,568 268.0 267

DBSS

22 Mar 2022 22 Mar 2024 46,403 – – (46,403) – – 316.6 –

DBSS

20 Mar 2023 20 Mar 2025 89,853 – 4,512 – – 94,365 241.0 –

DBSS

25 Mar 2024 25 Mar 2026 – 87,387 4,389 – – 91,776 268.0 234

Sharesave

7 Jul 2022 1 Aug 2025 9,786 – – – – 9,786 218.9

1 RSS awards vest as to one-third on each of the third, fourth and fifth anniversaries of the date of award. The performance period for the purpose of the performance

conditions is the period of three years from grant. RSS awards were made on 25 March 2024 over shares worth 100% of salary to Rita-Rose Gagné and over shares

worth 75% of salary to Himanshu Raja. None of the RSS awards become exercisable until the fifth anniversary of grant.

2 DBSS awards vest on the second anniversary of the date of award. DBSS awards were made on 25 March 2024 over shares worth 40% of the prior year bonus to

Rita-Rose Gagné and Himanshu Raja.

3 The post consolidation exercise price for the Sharesave award is £1.839. This refers to the share price on the business day preceding the start of the Sharesave

invitation period of £2.299, with the exercise price set at 80% of this.

4 The grant price refers to the average closing price over the five days prior to grant consistent with the general approach to determining the awards. The grant prices

have been shown on a post consolidation price equivalent.

5 In the prior year, this column showed the number of unvested shares. Given they remain subject to a holding period for five years, this year we retained all outstanding

awards (whether vested or unvested).

6 Hammerson completed a 1 for 10 share consolidation in September 2024. The number of shares above are on presented on a post consolidation basis.

Executive Directors’ SIP interests (audited)

The Executive Directors’ interests in ordinary shares of the Company under the Share Incentive Plan (‘SIP’) as at 31 December 2024

(or at their leaving date if earlier) are shown in the table below on a post consolidation basis. The shares are held in a SIP trust.

Total SIP

1 January

2024

Partnership

purchased

Matching

awarded

Free shares

awarded

Dividend

awarded

Total SIP

shares 31

December

2024

Himanshu Raja 4,211 – – – 197 4,408

1 Hammerson completed a 1 for 10 share consolidation in September 2024. The number of shares above are on presented on a post consolidation basis.

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Total Shareholder Return

The chart below shows the Total Shareholder Return (‘TSR’) in respect of the Company’s ordinary shares of 5p each for the 10 years

ended 31 December 2024 against the return of the FTSE EPRA/NAREIT UK Index, which comprises shares of a number of the

Company’s peers. The total shareholder return is rebased to 100 at 31 December 2014. The other points shown on the chart are

the values at intervening financial year ends.

For information, since Rita-Rose Gagné’s appointment on 2 November 2020 to the year ended 31 December 2024, Hammerson

achieved a positive TSR of 161% compared to 8% achieved by the FTSE EPRA/NAREIT UK Index.

Total Shareholder return index

100

120

140

31 Dec 202431 Dec 202331 Dec 202231 Dec 202131 Dec 202031 Dec 201931 Dec 201831 Dec 201731 Dec 201631 Dec 201531 Dec 2014

FTSE EPRA/NAREIT UK

Hammerson (Enhanced Scrip Dividend Basis) Hammerson (Cash Basis)

Remuneration of the Chief Executive over the last 10 years

The table below shows the remuneration of the holder of the office of Chief Executive.

Chief Executive’s remuneration history

As a % of maximum

Total

remuneration

£000

Annual

bonus

RSS/LTIP

vesting

2024 Rita-Rose Gagné 3,109 100% 100%

2023 Rita-Rose Gagné

4,327 87.1% 100%

2022 Rita-Rose Gagné 1,895 81.7% n/a

2021 Rita-Rose Gagné 2,106 70.4% n/a

2020 (Rita-Rose Gagné) from 2 November 2020 148 0.0% n/a

2020 (David Atkins) to 2 November 2020 617 0.0% 0.0%

2019 David Atkins 1,408 37.1% 29.7%

2018 David Atkins 1,109 n/a 51.5%

2017 David Atkins 1,795 47.5% 56.4%

2016 David Atkins 2,681 65.3% 64.9%

2015 David Atkins 2,147 77.3% 0.0%

1 2023 has been restated to reflect the updates to the single figure table.

Relative importance of spend on pay

The table below shows the Company’s total employee costs compared with dividends paid.

Total employee costs compared with dividends paid

Note

2024

£m

2023

£m Change

Employee costs

5B 28.4 35.3 -19.5%

Dividends 22 76.6 35.9 133.4%

1 Note references are to the financial statements.

2 Employee costs before capitalisation of costs against development projects.

114 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Remuneration for the Executive Directors and Non-executive Directors compared with UK employees of the Hammerson Group

The tables show the percentage change from 31 December 2023 to 31 December 2024 in base salary, taxable benefits and bonus for

the Executive and Non-executive Directors compared with other employees of the Hammerson Group in the UK. Hammerson Plc does

not have any employees. This data has been prepared using the employees of the UK subsidiaries only. The Executive Directors have

been excluded from the UK employees’ calculation.

Consistent with the approach taken in 2024, the approach to calculating the percentage change for total UK employees is based on the

weighted average change in salary, benefits and annual bonus for all employees who were employed throughout both 2023 and 2024,

with pay being calculated on a full time equivalent basis. The prior year figures have not been restated.

Percentage change in the Executive Directors’ base salary, taxable benefits and bonus

Rita-Rose

Gagné (CEO)

Himanshu

Raja (CFO)

Total UK

employees

Change % (2023 to 2024) Salary 4.0% 4.0% 6.2%

Benefits — -5.0% 6.2%

Annual bonus 19.5% 15.6% -0.7%

Change % (2022 to 2023) Salary 3.5% 3.7% 6.6%

Benefits -16.0% -20.0% 3.6%

Annual bonus 10.8% 10.6% 22.3%

Change % (2021 to 2022) Salary 1.5% 1.4% 12.3%

Benefits -94.1% 5.4% 15.5%

Annual bonus 18.4% 13.4% 32.1%

Change % (2020 to 2021) Salary — n/a 9.5%

Benefits 180.5% n/a 18.6%

Annual bonus n/a n/a 324.7%

Change % (2019 to 2020) Salary n/a n/a 3.7%

Benefits n/a n/a -5.3%

Annual bonus n/a n/a -73.8%

Percentage change in the Non-executive Directors’ fee and taxable benefits

Robert

Noel

Habib

Annous

Méka

Brunel

Mike

Butterworth

Adam

Metz

Carol

Welch

Total UK

employees

Change % (2023 to 2024) Salary – 4.9% 4.5% 4.6% 4.5% 4.0% 6.2%

Benefits 33.3% n/a 20% 200% -28.3% 100% 6.2%

Annual bonus n/a n/a n/a n/a n/a n/a -0.7%

Change % (2022 to 2023) Salary — 5.1% — 4.8% — — 6.6%

Benefits — n/a 150% 100% 31.4% 100% 3.6%

Annual bonus n/a n/a n/a n/a n/a n/a 22.3%

Change % (2021 to 2022) Salary — 11.1% 0.0% 13.9% — — 12.3%

Benefits -20.2% n/a n/a n/a 3,271.5% n/a 15.5%

Annual bonus n/a n/a n/a n/a n/a n/a 32.1%

Change % (2020 to 2021) Salary 3.8% n/a 7.4% n/a 7.4% 17.9% 9.5%

Benefits 19.0% n/a -100.0% n/a -93.7% n/a 18.6%

Annual bonus n/a n/a n/a n/a n/a n/a 324.7%

Change % (2019 to 2020) Salary n/a n/a -1.9% n/a -1.7% -4.3% 3.7%

Benefits n/a n/a -87.7% n/a -77.8% — -5.3%

Annual bonus n/a n/a n/a n/a n/a n/a -73.8%

The table below shows the ratio of Chief Executive pay to that of the UK employees whose pay is at the 25th percentile, median and

75th percentile.

Chief Executive pay ratio

Year Method

25th

percentile

pay ratio

Median pay

ratio

75th

percentile

pay ratio

2024 Option A 34:1 23:1 15:1

2023 Option A 50:1 36:1 22:1

2022 Option A 41:1 26:1 15:1

2021 Option A 48:1 30:1 18:1

2020 Option A 21:1 13:1 7:1

2019 Option A 31:1 22:1 12:1

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Total UK employee pay and benefits figures used to calculate the 2024 Chief Executive Pay Ratio

25th

percentile

pay

£000

Median pay

£000

75th

percentile

pay

£000

Salary 70 85 140

Total UK employee pay and benefits 92 133 214

Supporting information for the Chief Executive Pay Ratio

The Company has chosen the Option A methodology to prepare the pay ratio calculation as this is the most statistically robust method

and is in line with the general preference of institutional investors.

As ratios could be unduly impacted by joiners and leavers who may not participate in all remuneration arrangements in the year of joining

and leaving, the Committee has modified the statutory basis to exclude any employee not employed throughout the whole financial year.

Employee pay data is based on full-time equivalent (‘FTE’) pay for UK employees as at 31 December 2024. For each employee, total pay

is calculated in line with the single figure methodology (i.e. fixed pay accrued during the financial year and the value of performance

based incentive awards vesting in relation to the performance year). Leavers and joiners are excluded. Employees on maternity or other

extended leave are included on the basis of their FTE salary and benefits and pro-rata short-term incentives. No other calculation

adjustments or assumptions have been made.

The primary reason for the decrease in the Chief Executive pay ratios from 2023 to 2024 is due to the value of the 2021 RSS being

materially lower than the value of the 2020 RSS award that was included in the single figure disclosure in 2023. The value of the RSS

awards are included in the single figure disclosures when the performance underpin is met even though they are only capable of release

after another two years after the underpin is tested. Two-thirds of the 2021 RSS and one-third of the 2020 RSS remain contingent on

further employment.

The Chief Executive pay ratio for 2023 has been restated to ensure consistency with the latest single figure disclosure.

Each of the three individuals identified was a full-time employee during the year and received remuneration in line with the Policy.

Generally, the Remuneration Policy supports a greater variable pay opportunity the more senior the employee as these employees are

able to influence Company performance more directly. Executive Directors participate in the RSS linked to long-term strategy whilst

other employees may participate in the Restricted Share Scheme (Below Board) (‘RSSBB’) and the Restricted Share Plan (‘RSP’).

The individuals identified this year for median and the 75th percentile pay were participants in the RSP and all three individuals received

an annual bonus for 2024. The median pay ratio is consistent with the pay, reward and progression policies for the Company’s UK

employees, reflecting the Company’s policy to pay market based levels of fixed rewards to its employees with an opportunity to benefit

from the annual bonus plan. With a significant proportion of the Executive Directors’ pay linked to performance and share price over the

longer term, it is expected that the ratio will depend to a significant extent on RSS and RSP outcomes each year, and accordingly may

fluctuate from year-to-year.

Payments to past Directors (audited)

There were no payments to past Directors.

Payments for loss of office (audited)

There were no payments to past Directors for loss of office.

Service contracts and notice periods

The dates of the appointments of the Executive Directors in office as at 31 December 2024 are set out below.

Rita-Rose Gagné Himanshu Raja

Date of service contract 29 September 2020 19 April 2021

Notice period 12 months’ notice (both from and to the Executive Director).

Payment in lieu of notice (‘PILON’) Employment can be terminated by the Company with immediate effect by making a PILON in respect

of the outstanding notice period comprising base salary and the value of benefits in respect of pension,

private medical insurance and car allowance.

No PILON in event of gross misconduct.

The Company has the discretion to make any PILON on a phased basis, subject to mitigation.

116 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

The dates of the appointments of the Non-executive Directors in office as at 31 December 2024 are set out below.

Date of original

appointment to Board

Commencement date

of current term

Unexpired term as at

31 December 2024

Robert Noel 1 September 2020 1 September 2023 1 year, 8 months

Habib Annous 5 May 2021 4 May 2024 2 years, 4 months

Méka Brunel 1 December 2019 1 December 2022 11 months

Mike Butterworth 1 January 2021 1 January 2024 2 years

Adam Metz 22 July 2019 22 July 2022 7 months

Carol Welch 1 March 2019 24 February 2025 2 months

Non-executive Directors are generally entitled to three months’ notice.

External board appointments

Where Board approval is given for an Executive Director to accept an external non-executive directorship, the individual is entitled

to retain any fees received. Rita-Rose Gagné and Himanshu Raja do not currently hold any external non-executive directorships.

Committee process

In order to avoid any conflict of interest, remuneration is managed through well-defined processes ensuring no individual is involved

in the decision-making process related to their own remuneration. In particular, the remuneration of all Executive Directors is set and

approved by the Committee; none of the Executive Directors are involved in the determination of their own remuneration arrangements.

The Committee also receives support from external advisors and evaluates the support provided by those advisors annually to ensure

that advice is independent, appropriate and cost effective.

Committee membership and meetings

The Committee continues to be comprised exclusively of independent Non-executive Directors and its terms of reference can be found

on the Company’s website at www.hammerson.com. The members of the Committee are shown at the start of this report.

The Committee met four times during the year. The agenda for each meeting is planned around the Group’s reporting cycle and includes

particular matters for the Committee’s consideration. Following each meeting, the Board is appraised of matters arising from the

Committee. The Chair of the Board, Chief Executive, Chief People Officer and external remuneration consultant attend meetings by

invitation, together with the General Counsel and Company Secretary, who acts as secretary to the Committee.

Committee effectiveness

In line with the 2018 Code’s requirements, an internal review of the performance of the Board and its committees was undertaken in

2024 (following an external evaluation in 2022). Further information on the 2024 performance review can be found on page 89. The

Committee considers that it continues to function effectively and in accordance with its terms of reference. In 2024, the Committee

reviewed its terms of reference to ensure that they remain appropriate.

Advisors

The Committee appointed FIT Remuneration Consultants (‘FIT’) in August 2011. FIT has no other connection with the Company or its

Directors. Directors may serve on the remuneration committees of other companies for which FIT acts as remuneration consultants.

The Committee is satisfied that all advice given was objective and independent having regard to their experience of working with

advisors. FIT is a member of the Remuneration Consultants Group and subscribes to its Code of Conduct. Fees paid for services to the

Committee in 2024 totalled £94,709 (2023: £107,723). FIT does not provide any other services to the Company. Terms of engagement

(available on request to shareholders) specify that FIT will only provide advice expressly authorised by or on behalf of the Remuneration

Committee. FIT’s fees were charged on the basis of the time spent advising the Company.

Slaughter and May provides legal advice and Lane Clark & Peacock LLP provides actuarial advice to the Company. The Committee may

seek advice from both firms where it relates to matters within its remit. No such advice was sought in 2024.

Statement of voting at Annual General Meeting

The table below shows votes cast by proxy at the AGMs held on 4 May 2023 and 25 April 2024 in respect of the Directors’

Remuneration Report and Directors’ Remuneration Policy.

Statement of voting on remuneration

Votes for Votes against

Votes withheld

numberNumber Number

2023 Remuneration Report (at the 2024 AGM) 3,499,200,418 82.83% 725,452,297 17.17% 2,143,344

2023 Remuneration Policy (at the 2023 AGM) 2,546,605,548 60.67% 1,651,063,011 39.33% 12,055,156

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Section 3: Implementation of Remuneration Policy in 2025

This section sets out information on how the Remuneration Policy will be implemented in 2025.

In implementing the Remuneration Policy, the Committee will continue to take into account factors such as remuneration packages

available within comparable companies: the Group’s overall performance; internal relativities; achievement of corporate objectives;

individual performance and experience; published views of institutional investors; and general market and wider economic trends.

Summary of planned implementation of the Remuneration Policy during 2025

Salary

Policy

Purpose and link to strategy Performance measures Operation

To continue to retain and attract quality leaders

To recognise accountabilities, skills, experience

and value

Not applicable Reviewed but not necessarily increased annually by

the Committee

The base salary for any existing Executive Director will not

exceed £850,000 (or the equivalent if denominated in a

different currency), with this limit increasing annually at the

rate of UK CPI from the date of the 2017 AGM

Implementation

An increase of 3% was approved for each of the Executive Directors to take effect on 1 April 2025.

2025 Executive Directors’ salaries £000

Rita-Rose Gagné 764

Himanshu Raja 489

Benefits

Policy

Purpose and link to strategy Performance measures Operation

To provide a range of benefits in line with

market practice

To continue to retain and attract quality leaders

Not applicable The aggregate value received by each Executive Director

(based on value of P11D tax calculations or equivalent basis

for a non-UK based Executive Director) will not exceed

£100,000, with this maximum increasing annually at the

rate of UK CPI from the date of the 2017 AGM

Implementation

In 2025, these benefits will continue to include a car allowance, enhanced sick pay, private medical insurance, permanent health

insurance and life assurance.

Pension

Policy

Purpose and link to strategy Performance measures Operation

To provide market competitive retirement

benefits to continue to retain and attract

quality leaders

Not applicable Executive Directors receive a 10% non-contributory

allowance (Pension Choice) to be paid as, or as a

combination of:

– an employer contribution to the Group’s defined

contribution pension plan;

– a payment to a personal pension plan; or

– a salary supplement.

Implementation

Executive Directors will continue to receive a 10% salary supplement by way of pension provision.

118 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Annual Incentive Plan (‘AIP’) and deferral under the Deferred Bonus Share Scheme (‘DBSS’)

Policy

Purpose and link to strategy Performance measures Operation

To align Executive Director remuneration with

annual financial and Company strategic targets

as determined by the Company’s Business Plan

To differentiate appropriately, in the view of

the Committee, on the basis of performance

The partial award in shares aligns interests with

shareholders and supports retention

The annual bonus operates by

reference to financial and

personal performance measures

assessed over one year. The

weighting of financial measures

will be at least 60% of the total

opportunity

Awards are paid in a mix of cash and deferred shares, with

the deferred shares element being at least 40% of the total

award. The deferral period is at least two years.

The Committee retains a broad discretion to adjust the

provisional outturn (including reducing such assessment

to zero).

AIP Awards are subject to clawback and malus provisions

in situations of personal misconduct and/or where accounts

or information relevant to performance are shown to be

materially wrong and the bonus paid was higher than should

have been the case and/or, in the case of malus, where the

individual’s actions contributed to a significant adverse

impact on the reputation of the Company or Group or a

group insolvency. The clawback period applies for 12 months

from payout.

The deferred share element is subject to clawback and

malus provisions in situations of personal misconduct and/or

where performance in the year to which the bonus relates is

shown to be materially different from that assumed and, in

the case of malus, where there has would otherwise be

material reputational damage and/or a group insolvency.

The clawback period applies for 2 years from vesting.

All participants agree a declaration acknowledging

the provisions.

Implementation

The AIP maximum will remain at 200% of base salary for the Chief Executive and 150% of base salary for the CFO.

Performance measures for the AIP for Executive Directors in 2025 will be amended to replace Net rental income with Gross rental

income which aligns with the Group’s Medium Term Financial Framework. Total Accounting Return has also been replaced with Relative

Total Shareholder Return which is provides greater alignment with wider shareholder experience.

Weighting of performance measures for 2025 AIP

Gross rental income 21.67%

Adjusted earnings per share 21.67%

Relative Total shareholder return 21.67%

Emissions reduction 10.00%

Personal/Strategic objectives 25.00%

The Personal/Strategic objectives will again be focused on key strategic areas, including Value Creation, Colleagues, Customers,

and Sustainability.

The Committee designs the financial targets and Personal/Strategic objectives to align with the Group’s strategy, as well as to the

Business Plan and the priorities for the coming year. It is therefore felt that the specific financial targets and important personal

objectives are commercially sensitive such that, having considered this carefully, the Board is of the view that it is in the Company’s

interests not to disclose this information in advance.

Further details of the specific targets and key personal/strategic objectives set will be disclosed in the 2025 Annual Report.

40% of the 2025 AIP vesting will be deferred by making an award of shares under the DBSS, with a deferral period of two years.

No change to current arrangements is proposed for 2025.

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Restricted Share Scheme

Policy

Purpose and link to strategy Performance measures Operation

To incentivise the creation of long-term returns

for shareholders

To align interests of Executive Directors with

shareholders and support retention to create

alignment with the workforce

Subject to underpin as described in full in the

Remuneration Policy. The underpin requires

that the Group’s performance and delivery of

strategy is sufficient to justify vesting against

the consideration of absolute and relative TSR,

net debt and TPR and provides a broad

discretion to reduce vesting levels, including

to zero

A discretionary annual award up to a value of

100% of base salary. The Committee reserves

the discretion to increase the maximum

award to 150% of base salary in exceptional

circumstances. Awards are subject to

clawback and malus provisions in situations

of personal misconduct and/or where

performance in the year prior to grant is

shown to be materially different from that

assumed and/or, in the case of malus, where

there has would otherwise be material

reputational damage and/or a group

insolvency. The clawback period applies 2

years from the end of the holding period.

All participants agree a declaration

acknowledging the provisions.

Implementation

Annual award of 100% of base salary for the Chief Executive and 75% of base salary for the CFO. Vesting of the award is subject to the

underpin described above.

Participation in all-employee arrangements

Policy

Purpose and link to strategy Performance measures Operation

In order to be able to offer participation in all-employee plans

to employees generally, the Company is either required by the

relevant UK and French legislation to allow Executive Directors

to participate on the same terms or chooses to do so

Not generally applicable. Any

award of free shares under the

SIP may be subject to a Company

performance target

Executive Directors are eligible to participate

in all-employee incentive arrangements on

same terms as other employees

Implementation

All-employee arrangements currently offered in the UK are Sharesave and SIP share awards. The opportunity to participate in all-

employee arrangements continues on the same basis as for all staff in the UK. No change to current arrangements is proposed for 2025.

Share ownership guidelines

The Company has in place a share ownership policy for the Executive Directors. Executive Directors are normally required to achieve

the minimum shareholding requirement within seven years of the date of appointment. An annual calculation as a percentage of salary

is made against the guidelines as at 31 December each year based on the middle-market value share price on the last business day in

December. Executive Directors are expected to accumulate and maintain a holding in ordinary shares in the Company equivalent to no

less than 250% of base salary. The Company has a post cessation share ownership guideline of 250% of salary for two years after

termination of employment. This includes vested shares and shares which are unvested but have met the performance conditions or

underpins on a net of tax basis.

Implementation

250% of base salary for the Chief Executive and all other Executive Directors.

120 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Illustration of application of the Policy

Set out below is an illustration of the reward mix for the Executive Directors for 2025 at minimum, on-target and maximum performance.

Illustration of application of the Policy (£000s)

Rita-Rose Gagné

2025 fixed

2025 on-target

2025 maximum

+ share price growth

(based on value of award)

Fixed Annual variable Long-term incentives 50% Share price growth

861 (100%) £861

861 (36%)

861 (27%)

861 (24%)

764 (32%) £2,388764 (32%)

1,527 (49%)

1,527 (43%)

764 (24%) £3,152

764 (22%) 382 (11%) £3,534

Illustration of application of the Policy (£000s)

Himanshu Raja

2025 fixed

2025 on-target

2025 maximum

+ share price growth

(based on value of award)

Fixed Annual variable Long-term incentives 50% Share price growth

557 (100%) £557

557 (44%)

557 (34%)

557 (30%)

366 (28%) £1,289366 (28%)

733 (44%)

733 (40%)

366 (22%) £1,656

366 (20%) 183 (10%) £1,839

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Assumptions: Executive Director remuneration scenarios 2025

Element Approach/Policy

Fixed Consists of base salary, contractual and non-contractual benefits, pension and participation in the UK

all-employee share plans.

Base salary is the salary to apply after salary increases to take effect on 1 April 2025.

Benefits are as shown in the Single Figure Table for 2024 in the Annual Remuneration Report.

Pension contributions are based on salary after salary increases to take effect on 1 April 2025.

Base Salary

£000

Benefits

£000

Pension

£000

Total Fixed

£000

Rita-Rose Gagné 764 21 76 861

Himanshu Raja 489 19 49 557

On-target Based on what the Executive Director would receive if performance was in line with expectation

(excluding share price appreciation and accrual of dividend equivalent payments):

AIP: consists of on-target levels (50% of maximum bonus opportunity).

RSS: Assumes maximum vesting of awards granted in 2025 (using the face value of awards based on

100% of salary for the CEO and 75% for the CFO).

Maximum Based on the maximum remuneration receivable (excluding share price appreciation and accrual of

dividend equivalent payments):

AIP: consists of the maximum bonus opportunity (200% of base salary for CEO, 150% of base salary

for the CFO).

RSS: assumes maximum vesting of awards granted in 2025 (using the face value of awards based

on 100% of salary for the CEO and 75% for the CFO).

Impact of share price appreciation 50% of maximum RSS award value (using the face value of awards to be granted in 2025).

Chair of the Board and Non-executive Directors’ Fees

Policy

Purpose and link to strategy Performance measures Operation

To ensure the Company continues to attract

and retain high-quality Chair and Non-executive

Directors by offering market competitive fees

Not applicable The Chair of the Board’s fee is determined by the Committee.

Other Non-executive Directors’ fees are determined by the

Board on the recommendation of the Executive Directors.

Aggregate total fees payable annually to all Non-executive

Directors are subject to the limit stated in the Company’s

Articles of Association (currently £1,000,000)

Implementation

Chair and Non-executive Directors’ 2025 annual fees £

Chair of the Board 300,000

Non-executive Director 64,575

Senior Independent Director 10,500

Audit Committee Chair 15,750

Remuneration Committee Chair 15,750

Audit/Remuneration Committee Member 5,250

Designated Non-executive Director for Colleague Engagement 8,400

The Chair of the Board’s fee was reviewed by the Committee in December 2024 and the Non-executive Directors’ fees were reviewed

by the Board in December 2024 (with relevant individuals recusing themselves from discussion and decision-making). No fee increases

were proposed for either the Chair of the Board or the Non-executive Directors for 2025. Although fees are subject to periodic review:

(i) the Chair of the Board’s fee has not changed since his appointment to the Board in 2020; (ii) the Non-executive Directors’ fees were

subject to a 5% increase with effect from 1 January 2024.

There is no fee for the Chair, or membership, of the Nomination and Governance Committee.

122 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Remuneration Report continued

Remuneration for employees below Board level in 2024

Remuneration packages for all Group employees may comprise both fixed and variable elements. Generally, the more senior the

individual, the greater the variable pay offer as a proportion of overall pay due to the ability of senior managers to impact more directly

upon the Group’s performance. As well as assessing the remuneration packages of the Executive Directors, the Committee reviews the

remuneration of the senior management team and is kept informed of remuneration developments and principles for pay and reward

across the Group. This includes any salary increases and benefits of the wider employee population and considers them in relation to

the implementation of the Remuneration Policy for Executive Directors, ensuring there is an appropriate degree of alignment throughout

the Group. The Designated Non-executive Director for Colleague Engagement is a member of the Remuneration Committee and

attended meetings of the Company’s employee forum in the year, including one specifically focused on discussing executive

remuneration to explain how executive remuneration aligns with the wider company pay policy, as required by the UK Corporate

Governance Code. This latter meeting was also attended by the Chair of the Remuneration Committee.

2018 UK Corporate Governance Code (‘Code’) considerations

The Committee has considered the factors set out in provision 40 of the Code. In the Committee’s view, the Policy addresses those

factors as set out below:

Factor How addressed

Clarity – remuneration arrangements should be

transparent and promote effective engagement

with shareholders and the workforce.

Remuneration policy and arrangements are clearly disclosed each year in the Annual Report.

The Committee proactively seeks engagement with shareholders on remuneration matters and is

regularly updated on workforce pay and benefits across the Group during the course of its activity.

Simplicity – remuneration structures should

avoid complexity and their rationale and

operation should be easy to understand.

Our remuneration structure is comprised of fixed and variable remuneration, with the performance

conditions for variable elements clearly communicated to, and understood by, participants.

The RSS provides a mechanism for aligning Executive Director and shareholder interests,

removes the difficult challenge of setting robust, appropriately challenging and easily

understandable performance targets in a volatile market which could lead to potentially

unintended remuneration outcomes and significantly reduces the maximum pay available to

Executive Directors.

Risk – remuneration arrangements should

ensure that reputational and other risks from

excessive rewards, and behavioural risks that

can arise from target-based incentive plans,

are identified and mitigated.

The rules of the AIP and RSS provide discretion to the Committee to reduce award levels and

awards are subject to malus and clawback provisions. The Committee also has overriding

discretion to reduce awards to mitigate against any reputational or other risk from such awards

being considered excessive. The RSS reduces the risk of unintended remuneration outcomes

associated with complex performance conditions.

Predictability – the range of possible reward

values to individual directors and any other

limits or discretions should be identified and

explained at the time of approving the policy.

The RSS increases the predictability of reward values (removing the risk of potentially unintended

outcomes). Maximum award levels and discretions are set out in the illustration and application

of policy chart on page 121.

Proportionality – the link between individual

awards, the delivery of strategy and the

long-term performance of the Group should

be clear. Outcomes should not reward poor

performance.

Variable performance related elements represent a significant proportion of the total

remuneration opportunity for the Executive Directors. The Committee considers the appropriate

financial and personal performance measures each year to ensure that there is a clear link to

strategy. Discretions available to the Committee ensure that awards can be reduced if necessary

to ensure that outcomes do not reward poor performance.

Alignment to culture – incentive schemes

should drive behaviours consistent with

company purpose, values and strategy.

The Committee seeks to ensure that personal performance measures under the AIP incentivise

behaviours consistent with the Group’s culture, purpose and values. The RSS clearly aligns

Executive Director interests with those of shareholders by ensuring a focus on delivering against

strategy to generate long-term value for shareholders.

By order of the Board

Habib Annous

Chair of the Remuneration Committee

25 February 2025

123

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Directors’ Report

The Directors’ interests in ordinary shares in

the Company are set out in the table in the

Directors’ Remuneration Report on page 111.

Dividends

The Board has recommended a final 2024

dividend of 8.07 pence per share (2023: 7.8

pence) bringing the total dividend for 2024 to

15.63 pence (2023: 15.0 pence)*. If approved

by shareholders at the 2025 AGM, the final

dividend will be paid as a non-PID, and

treated as an ordinary UK company dividend.

The ex-dividend date for the final dividend

will be Thursday, 24 April 2025, the record

date will be Friday, 25 April 2025 and the

payment date will be Tuesday, 3 June 2025,

subject to shareholder approval.

Further information on the final dividend

recommended by the Board can be found

on page 11.

Indemnification of and insurance for

Directors and officers

The Company has in place directors’

and officers’ liability insurance, which is

reviewed annually. The Company’s

Directors and officers are appropriately

insured in accordance with standard

practice. Directors are also indemnified

under the Articles and through a Deed

Poll of Indemnity. Qualifying third party

indemnity provisions for the purposes of

section 234 of the Companies Act 2006

were accordingly in force during the course

of the year, and remain in force at the date

of this Annual Report.

Political donations

It is the Company’s policy not to make

political donations and no political

donations, contributions or political

expenditure were made in the year ended

31 December 2024.

Post balance sheet events

There are no post balance sheet events

disclosed in the financial statements.

Provisions on change of control

A change of control of the Company,

following a takeover, may cause a number

of agreements to which the Company is

party to take effect, alter or terminate.

These include certain insurance policies,

joint venture and associated agreements,

financing arrangements and employee

share plans.

The Directors of the Company present their

report together with the audited consolidated

financial statements for the year ended

31 December 2024. This report has been

prepared in accordance with requirements

outlined within The Large and Medium-sized

Companies and Groups (Accounts and

Reports) Regulations 2008 and the Directors’

Report forms part of the management

report as required under the Disclosure

Guidance and Transparency Rules (‘DTR’).

The Company has chosen, in accordance

with Section 414C(11) of the Companies

Act 2006 (the Act), to include certain

information in the Strategic Report that

would otherwise be required to be included

in this Directors’ Report, as follows:

Information Pages

Likely future developments in the

Company 12 to 21

Information about dividends 11

Employment of disabled persons 48

Engagement with colleagues 29 and 85

Engagement with customers,

suppliers and other external

stakeholders

28 to 30 and

Going concern and viability

statements

144 and

74 to 75

The Strategic Report set out on pages

1 to 77 is incorporated into this Directors’

Report by reference. Other information,

which forms part of this Directors’ Report

by reference, can be found in the following

sections:

Information Pages

Corporate Governance 78 to 126

Financial instruments and risk

management 173 to 177

Statement of Directors’

responsibilities, including

confirmation of disclosure of

information to the Auditors 126

Subsidiaries and other related

undertakings outside the UK 192 to 195

Disclosures concerning greenhouse

gas emissions and energy

consumption 65

Shareholder information 209 to 210

Articles of Association

The Company’s Articles of Association

(Articles) may be amended by special

resolution in accordance with the Act and

are available at www.hammerson.com.

2025 Annual General Meeting

The Company’s 2025 Annual General Meeting

(‘AGM’) will be held at 9:00 am (UK time) on

15 May 2025. The resolutions to be proposed

at the AGM will be set out in the Notice of

AGM sent to the Company’s shareholders.

Auditors

PricewaterhouseCoopers LLP (‘PwC’) has

indicated its willingness to remain in office

and, on the recommendation of the Audit

Committee, a resolution to reappoint PwC

as the Company’s External Auditor will be

proposed at the AGM.

Authority to allot shares in the Company

At the general meeting held on

12 September 2024, the Company was

granted authority by shareholders to allot

shares up to an aggregate nominal value of

£8,315,428. This authority will expire on the

earlier of 12 December 2025 or the

conclusion of the 2025 AGM, at which a

resolution will be proposed for its renewal.

The Company made no allotments of shares

during the year pursuant to this authority.

Branches

Details of the Company’s French branch are

provided on page 193.

Colleagues

Colleagues receive regular briefings and

updates from the Board and management,

including via all-colleague meetings, email

and the Group’s intranet, to inform them of

the performance of the business and

opportunities to participate in employee

share schemes. Further details of

engagement with colleagues can be found

on pages 28 to 30, 47 to 48 and 85.

Corporate Governance Statement

The Directors’ Report (including the

information specified as forming part of

this Report) fulfils the requirements of the

Corporate Governance Statement for the

purposes of DTR 7.2.

Directors and their share interests

Details of the Directors who served during

the year ended 31 December 2024 and

continue to serve at the date of approval of

the Directors’ Report are set out on pages

80 to 81.

Directors are appointed and replaced in

accordance with the Articles, the Act and

the UK Corporate Governance Code. The

powers of the Directors are set out in the

Articles and the Act.

* Figures adjusted to take account of the 2024

Share Consolidation where necessary.

124 Hammerson plc Annual Report 2024

Corporate Governance | Directors’ Report

Share capital

Details of the Company’s share capital

and structure are set out in note 21 to the

financial statements. The rights and

obligations attached to the Company’s

shares are set out in the Articles, in addition

to those conferred on shareholders by law.

All of the Company’s shares rank equally in

all respects. On a show of hands, each

member of the Company has the right to one

vote at general meetings of the Company. On

a poll, each member would be entitled to one

vote for every share held. The shares carry

no rights to fixed income. No person has any

special rights of control over the Company’s

share capital and all shares are fully paid.

The Articles and applicable legislation provide

that the Company can decide to restrict

the rights attaching to shares in certain

circumstances, including where a person

has failed to comply with a notice issued by

the Company under section 793 of the Act.

There are no restrictions on the transfer

of shares except the UK Real Estate

Investment Trust restrictions and certain

restrictions imposed by the Articles, law

and the Company’s Share Dealing Policy.

The Articles set out certain circumstances

in which the Directors of the Company can

refuse to register a transfer of shares. The

Company is not aware of any agreements

between holders of securities that may result

in restrictions on the transfer of securities

or on voting rights. No dividends are paid

in respect of shares held in treasury.

Shares held in the Employee Share

Ownership Plan

The Trustees of the Hammerson Employee

Share Ownership Plan hold Hammerson plc

shares in trust to satisfy awards under the

Company’s employee share plans. The

Trustees have waived their right to receive

dividends on shares held in the Company.

As at 31 December 2024, 1,341,278 ordinary

shares were held in trust.

Listing Rule 6.6.1R disclosures

The table below sets out where disclosures

required by Listing Rule 6.6.1R are located

and these disclosures are incorporated into

this Directors’ Report by reference.

LR 6.6.1R requirement Page

Interest capitalised and tax relief 157 to

158

Details of long term incentive schemes 155

Shareholder waivers of dividends 125

Shareholder waivers of future dividends 125

By order of the Board

Alex Dunn

General Counsel and Company Secretary

25 February 2025

The Company’s share plans contain

provisions which could result in options and

awards vesting or becoming exercisable on

a change of control, in accordance with the

rules of the plans. There are no agreements

between the Company and its Directors or

employees providing for compensation for

loss of office or employment or otherwise

that occurs specifically because of a takeover.

A number of joint venture, investment and

associated arrangements to which members

of the Group are party could allow the

counterparties to terminate or alter those

arrangements or exercise certain rights in

the event of a change of control of the

Company, or the rights of relevant members

of the Group under those arrangements

may change in such circumstances.

The Group has a number of borrowing

facilities provided by various lenders. These

facilities generally include provisions that

may require any outstanding borrowings to

be repaid or the amendment or termination

of the facilities upon the occurrence of a

change of control of the Company.

Purchase of own shares

At the 2023 AGM, the Company was

granted authority by shareholders to

purchase up to 499,457,436 ordinary

shares of 5 pence each (representing

approximately 10% of the Company’s

issued ordinary share capital as at

Thursday, 30 March 2023). On 12 March

2024, the Company commenced a share

buyback programme to acquire up to a

maximum of 5,317,013 ordinary shares to

be used to meet certain obligations arising

from employee share option programmes

operated by the Company. The Company

completed this programme on 21 March

2024. All of the 5,317,013 ordinary shares

acquired under that programme continue

to be held in treasury.

At the general meeting held on

12 September 2024, the Company was

granted authority by shareholders to

purchase up to 49,892,573 ordinary

shares of 5 pence each (representing

approximately 10% of the Company’s

issued ordinary share capital at the point at

which the 2024 Share Consolidation took

effect). This authority will expire at the

conclusion of the 2025 AGM, at which a

resolution will be proposed for its renewal,

or, if earlier, on 12 December 2025.

On 16 October 2024, the Company

commenced a share buyback programme

of its ordinary shares of 5 pence each up to

a maximum consideration of £140 million

(the Programme). The sole purpose of the

Programme is to reduce the Company’s

share capital. During the year ended

31 December 2024, the Company bought

back 7,028,112 ordinary shares pursuant to

the Programme, representing approximately

1.43% of the issued share capital of the

Company as at 31 December 2024, for

a total consideration of approximately

£20.9 million. All of the ordinary shares

bought back under the Programme were

immediately cancelled. Further details on

share purchases can be found in note 21

to the financial statements. Purchases of

ordinary shares under the Programme have

continued in 2025, as announced by the

Company in accordance with applicable

regulatory obligations.

As at 31 December 2024, the Company

held 1,300,825 ordinary shares in treasury.

Interests disclosed under DTR 5

As at 31 December 2024, the following

information had been received by the

Company, in accordance with Chapter 5

of the DTRs, from holders of notifiable

interests in the Company’s issued share

capital. It should be noted that these

holdings may have changed since they

were notified to the Company. Substantial

shareholders do not have different voting

rights from those of other shareholders.

Number of

voting rights

% of issued

share capital

carrying

voting

rights

APG Asset

Management

N.V. 997,468,698

19.97%

BlackRock, Inc. 41,191,579 8.24%

Wellington

Management

Group LLP 24,797,075 5.03%

Coronation Fund

Managers 19,854,994 4.00%

1 Percentages based on ordinary shares in issue,

excluding treasury shares, as at the date the

notification was received by the Company.

2 Notification received prior to the 2024 Share

Consolidation taking effect. The stated number

therefore reflects the share capital of the Company

at the date of that notification.

Between 1 January 2025 and 24 February

2025 (the latest practicable date before the

publication of this Report), the Company

received the following additional notifications

of interests in accordance with Chapter 5

of the DTRs: (i) on 7 January 2025 from

Wellington Management Group LLP with

respect to a decrease in voting rights from

5.03% to 4.95%; (ii) on 14, 16 and 27 January

2025 from Coronation Fund Managers with

respect to an increase in voting rights to

5.03%, 6.13% and 7.13%, respectively; and

(iii) on 10 February 2025 from BlackRock

Inc. with respect to a decrease in voting

rights from 8.24% to 7.63%.

Research and development activities

The Group continues to invest in new

technology and systems and to develop new

products and services to improve operating

efficiency and strengthen its proposition for

occupiers, customers and partners.

125

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Statement of Directors’ responsibilities

Provision of information to the Auditor

In the case of each Director in office at the

date the Directors Report is approved:

– So far as the Director is aware, there is

no relevant audit information of which the

Group and Company’s Auditors are

unaware.

– They have taken all the steps that they

ought to have taken as a Director in

order to make themselves aware of any

relevant audit information and to

establish that the Group’s and Company’s

Auditors are aware of that information.

This confirmation is given, and should be

interpreted in accordance with the

provisions of Section 418 of the Companies

Act 2006.

By order of the Board

Rita-Rose Gagné

Chief Executive

Himanshu Raja

Chief Financial Officer

25 February 2025

Directors’ responsibilities in respect

of the preparation of the financial

statements

The Directors are responsible for preparing

the Annual Report and the financial

statements in accordance with applicable

law and regulation.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law the Directors

have prepared the Group financial

statements in accordance with UK-adopted

international accounting standards and

the Company financial statements in

accordance with United Kingdom Generally

Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising

FRS 101 ‘Reduced Disclosure Framework’,

and applicable law). The Group has also

prepared financial statements in

accordance with international financial

reporting standards adopted pursuant to

Regulation (EC) No 1606/2002 as it applies

in the European Union.

Under Company law, Directors must not

approve the financial statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and Company and of the profit or loss of

the Group for that period. In preparing the

financial statements, the Directors are

required to:

– Select suitable accounting policies and

then apply them consistently.

– State whether applicable UK-adopted

international accounting standards

and international financial reporting

standards adopted pursuant to

Regulation (EC) No 1606/2002 as it

applies in the European Union have

been followed for the Group financial

statements and United Kingdom

Accounting Standards, comprising FRS

101 have been followed for the Company

financial statements, subject to any

material departures disclosed and

explained in the financial statements.

– Make judgements and accounting

estimates that are reasonable

and prudent.

– Prepare the financial statements on

the going concern basis unless it is

inappropriate to presume that the Group

and Company will continue in business.

The Directors are responsible for

safeguarding the assets of the Group and

Company and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities.

The Directors are also responsible for

keeping adequate accounting records that

are sufficient to show and explain the

Group’s and Company’s transactions and

disclose with reasonable accuracy at any

time the financial position of the Group and

Company and enable them to ensure that

the financial statements and the Directors’

Remuneration Report comply with the

Companies Act 2006.

The Directors are responsible for the

maintenance and integrity of the Company’s

website. Legislation in the United Kingdom

governing the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual

Report and financial statements, taken as

a whole, is fair, balanced and understandable

and provides the information necessary for

shareholders to assess the Group’s and

Company’s position and performance,

business model and strategy.

Each of the Directors, whose names and

functions are listed in the Corporate

Governance Report, confirms that to the

best of their knowledge:

– The Group financial statements, which

have been prepared in accordance with

UK-adopted international accounting

standards and international financial

reporting standards adopted pursuant

to Regulation (EC) No 1606/2002 as it

applies in the European Union, give a true

and fair view of the assets, liabilities,

financial position and loss of the Group.

– The Company financial statements, which

have been prepared in accordance with

United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair

view of the assets, liabilities and financial

position of the Company.

– The Strategic Report includes a fair

review of the development and

performance of the business and the

position of the Group and Company,

together with a description of the principal

risks and uncertainties that it faces.

126 Hammerson plc Annual Report 2024

Corporate Governance | Statement of Directors’ responsibilities

Our audit approach

Overview

Audit scope

– The UK, French and Irish components

were subject to a full scope audit. We

also performed audit procedures over

specific large balances in Bishopsgate

Goodsyard, and Value Retail’s financial

information was subject to a full scope

audit for the period ended 30 June 2024.

Together these components account for

approximately 100% of the Group’s total

assets at 31 December 2024.

Key audit matters

– Valuation of investment property, either

held directly or within joint ventures (Group)

– Accuracy of the accounting for and loss

recognised on disposal of the Group’s

investment in Value Retail (Group)

– Valuation of investments in subsidiary

companies and amounts owed by

subsidiaries and other related

undertakings (Company)

Materiality

– Overall Group materiality: £34.7m

(2023: £32.5m) based on 1% of Group’s

total assets (2023: based on 0.75% of

Group’s total assets).

– Specific Group materiality: £5.0m

(2023: £5.8m) based on 5% of the

Group’s adjusted earnings.

– Overall Company materiality: £49.2m

(2023: £44.0m) based on 1% of

Company’s total assets (2023: based

on 0.75% of Company’s total assets).

– Overall performance materiality: £26.1m

(2023: £24.4m) (Group); Specific

performance materiality: £3.7m

(2023: £4.4m) (Group); and Company

performance materiality: £36.9m

(2023: £33.0m) (Company).

The scope of our audit

As part of designing our audit, we

determined materiality and assessed the

risks of material misstatement in the

financial statements.

Report on the audit of the

financial statements

Opinion

In our opinion:

– Hammerson plc’s Group financial

statements and Company financial

statements (the “financial statements”)

give a true and fair view of the state of

the Group’s and of the Company’s affairs

as at 31 December 2024 and of the

Group’s loss and the Group’s cash flows

for the year then ended;

– the Group financial statements have

been properly prepared in accordance

with UK-adopted international accounting

standards as applied in accordance

with the provisions of the Companies

Act 2006;

– the Company financial statements have

been properly prepared in accordance

with United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards, including FRS 101

“Reduced Disclosure Framework”, and

applicable law); and

– the financial statements have been

prepared in accordance with the

requirements of the Companies

Act 2006.

We have audited the financial statements,

included within the Annual Report, which

comprise: Consolidated and Company

Balance Sheets as at 31 December 2024;

the Consolidated Income Statement, the

Consolidated Statement of Comprehensive

Income, the Consolidated and Company

Statements of Changes in Equity and the

Consolidated Cash Flow Statement for the

year then ended; and the notes to the

financial statements, comprising material

accounting policy information and other

explanatory information.

Our opinion is consistent with our reporting

to the Audit Committee.

Separate opinion in relation to international

financial reporting standards adopted

pursuant to Regulation (EC) No 1606/2002

as it applies in the European Union

As explained in note 1B to the financial

statements, the Group, in addition to

applying UK-adopted international

accounting standards, has also applied

international financial reporting standards

adopted pursuant to Regulation (EC)

No 1606/2002 as it applies in the

European Union.

In our opinion, the Group financial

statements have been properly prepared

in accordance with international financial

reporting standards adopted pursuant to

Regulation (EC) No 1606/2002 as it applies

in the European Union.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK)

(“ISAs (UK)”), International Standards on

Auditing issued by the International Auditing

and Assurance Standards Board (“ISAs”)

and applicable law. Our responsibilities

under ISAs (UK) and ISAs are further

described in the Auditors’ responsibilities

for the audit of the financial statements

section of our report. We believe that the

audit evidence we have obtained is sufficient

and appropriate to provide a basis for

our opinion.

Independence

We remained independent of the Group in

accordance with the ethical requirements

that are relevant to our audit of the financial

statements in the UK, which includes the

FRC’s Ethical Standard, as applicable to

listed public interest entities, and the

International Code of Ethics for

Professional Accountants (including

International Independence Standards)

issued by the International Ethics Standards

Board for Accountants (‘IESBA’ Code), and

we have fulfilled our other ethical

responsibilities in accordance with these

requirements.

To the best of our knowledge and belief, we

declare that non-audit services prohibited

by either the FRC’s Ethical Standard or

Article 5(1) of Regulation (EU) No 537/2014

were not provided.

Other than those disclosed in note 5E, we

have provided no non-audit services to the

Company or its controlled undertakings in

the period under audit.

Independent Auditors’ Report

to the members of Hammerson plc

127

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Financial Statements | Independent Auditors’ Report to the members of Hammerson plc

Key audit matter How our audit addressed the key audit matter

Valuation of investment property, either held directly or within

joint ventures (Group)

Refer to page 100 (Audit Committee Report), page 146 (Material

accounting policies), page 149 (Significant estimates – Property

valuations) and pages 165 to 170 (Notes to the Consolidated

Financial Statements – notes 12 and 13).

The Group directly owns, or owns via joint ventures, a property

portfolio which includes properties within the flagship destinations

segment, developments and, prior to the Value Retail disposal,

premium outlets. The total value of this portfolio as at 31

December 2024 was £2,659.0m (2023: £4,661.8m) and reflects

the impacts of disposals during 2024.

Of this portfolio £1,487.0m (2023: £1,396.2m) is held by

subsidiaries within ‘Investment properties’, and £1,172.0m (2023:

£1,379.9m) is held by joint ventures within ‘Investment in joint

ventures’. In the prior year a further £1,885.7m was held within the

Value Retail associate. Together these properties are spread

across the UK, French, Irish and Bishopsgate Goodsyard

components.

The valuation of the investment property portfolio was identified

as a key audit matter given it is inherently subjective and complex

due to, among other factors, the individual nature of each

property, its location, and the expected future rental income for

that particular property. In 2024, even with increased transaction

activity in retail real estate, investor sentiment is still impacted by

fragile economic growth and geopolitical uncertainty. As a result,

significant subjectivity remains within these valuations for the year

ended 31 December 2024.

The closing valuations were carried out by CBRE Limited, Jones

Lang LaSalle Limited and Cushman & Wakefield DTL Limited (the

‘external valuers’), in accordance with the Royal Institution of

Chartered Surveyors (‘RICS’) Valuation – Global Standards.

Given the inherent subjectivity involved in the valuation of

investment properties, the need for deep market knowledge

when determining the most appropriate assumptions and the

technicalities of valuation methodology, we engaged our internal

valuation experts (qualified chartered surveyors) to assist us in

our audit of this matter.

Assessing the valuers’ expertise and objectivity

We assessed each of the external valuers’ qualifications and

expertise and read their terms of engagement with the Group to

determine whether there were any matters that might have

affected their objectivity or may have imposed scope limitations

upon their work. We further assessed the valuer’s objectivity by

considering their fee arrangements and other engagements

which might exist between them and the Group.

Data provided to the valuers

We checked the accuracy of the underlying lease data and

capital expenditure used by the external valuers in their

valuation of the portfolio by tracing the data back to the

relevant component accounting records and signed leases

on a sample basis.

Assumptions and estimates used by the valuers

We read the external valuation reports for the properties

and confirmed that the valuation approach for each was

in accordance with RICS standards and suitable for use

in determining the final value for the purpose of the

financial statements.

We held discussions with each of the external valuers to

challenge the valuation process, the key assumptions, and the

rationale behind the more significant valuation movements during

the year. We considered the extent to which the valuers had

taken into account each property’s individual characteristics at

a detailed, tenant by tenant level, as well as considered the

property specific factors such as the latest leasing activity, tenant

mix, vacancy levels, the impact of CVAs and administrations,

geographic location and the desirability of the asset as a whole.

We also questioned the external valuers as to the extent to which

recent market transactions and expected rental values which

they made use of in deriving their valuations took into account

the impact of climate change and related ESG considerations.

In addition we performed the following procedures for each

type of property. We were able to obtain sufficient evidence to

support the valuation and did not identify any material issues

during our work.

This is not a complete list of all risks

identified by our audit.

The key audit matter in relation to the

investment in Value Retail has been

updated to reflect its disposal in the year.

Otherwise, the key audit matters below

are consistent with last year.

Key audit matters

Key audit matters are those matters that, in

the auditors’ professional judgement, were

of most significance in the audit of the

financial statements of the current period

and include the most significant assessed

risks of material misstatement (whether or

not due to fraud) identified by the auditors,

including those which had the greatest

effect on: the overall audit strategy; the

allocation of resources in the audit; and

directing the efforts of the engagement

team. These matters, and any comments

we make on the results of our procedures

thereon, were addressed in the context of

our audit of the financial statements as a

whole, and in forming our opinion thereon,

and we do not provide a separate opinion

on these matters.

128 Hammerson plc Annual Report 2024

Financial Statements | Independent Auditors’ Report to the members of Hammerson plc continued

Key audit matter How our audit addressed the key audit matter

Valuation of investment property, either held directly or within

joint ventures (Group) continued

Flagship destinations

In determining the valuation of investment properties within the

flagship destinations segment the valuers take into account

property specific information such as the current tenancy

agreements and rental income. They then apply judgemental

assumptions such as estimated rental value (‘ERV’) and yield,

which are influenced by prevailing market yields and where

available, comparable market transactions and leasing evidence,

to arrive at the final valuation. Due to the unique nature of each

property the judgemental assumptions to be applied are

determined having regard to the individual property

characteristics at a detailed, tenant by tenant level, as well

as considering the qualities of the property as a whole.

Developments

In determining the valuation of development property under a

residual valuation method the valuers take into account the

property specific information such as the development plans for

the site. They then apply a number of judgemental assumptions

including ERV and yield within the gross development value,

estimated costs to complete and developers profit to arrive at the

valuation. Due to the unique nature of an ongoing development the

judgemental assumptions to be applied are determined having

regard to the nature and risks associated with each development.

In determining the value of development land the valuers primarily

have regard to the value per acre achieved by recent comparable

land transactions.

– Flagship destinations

For investment properties within the flagship destinations

segment we obtained details of each property and set an

expected range for yield and capital value movement,

determined by reference to published shopping centre

benchmarks and using our experience and knowledge of the

market. We compared the yield and capital movement of each

property with our expected range. We also considered the

reasonableness of other assumptions that are not so readily

comparable with published benchmarks. Where assumptions

were outside the expected range or otherwise appeared

unusual we undertook further investigations and, when

necessary, obtained corroborating evidence to support

explanations received. This enabled us to assess the

property specific factors that had an impact on value, including

recent comparable transactions and leasing evidence where

available, and to conclude on the reasonableness of the

assumptions utilised.

– Developments

For significant ongoing developments valued via the residual

valuation method we obtained the development appraisal and

assessed the reasonableness of the valuers’ key assumptions.

This included comparing the yield to comparable market

benchmarks, comparing the costs to complete estimates to

development plans and contracts, and considering the

reasonableness of other assumptions that are not so readily

comparable with published benchmarks, such as ERV, cost

contingencies and developers profit. Where assumptions

appeared unusual we undertook further investigations and,

when necessary, obtained corroborating evidence to support

explanations received.

For development land valued on a per acre basis we obtained

details of the comparable land transactions utilised by the

valuers. We verified the value of these transactions to supporting

evidence and considered their comparability to the asset

being valued.

Overall findings

Based on the procedures performed and the evidence obtained,

we consider the valuation of investment property, either held

directly or within joint ventures, to be reasonable.

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Key audit matter How our audit addressed the key audit matter

Accuracy of the accounting for and loss recognised on disposal

of the Group’s investment in Value Retail (Group)

Refer to page 100 (Audit Committee Report), page 148 to 149

(Significant judgements – Accounting for disposal of Value Retail

and Accounting for property transactions, including classification

of assets held for sale) and pages 159 to 161 (Notes to the

Consolidated Financial Statements – note 9).

At the start of the year, the Group held an investment in Value

Retail, a separate group owning a number of premium outlets

in the United Kingdom and Europe. Value Retail has a complex

ownership structure and this creates significant complexity in

determining the overall investment in Value Retail held.

On 22 July 2024, the Group announced it had entered into a

binding sale agreement for the disposal of its entire interests in

Value Retail, and the disposal completed on 18 September 2024.

Key judgements arising from this transaction were the point from

which the asset was considered to be held for sale and equity

accounting would cease, and the extent to which it represented

an identifiable segment of the Group’s operations. In addition,

the loss recognised on disposal was impacted by the value of the

underlying properties, which is a significant estimate. Therefore

these matters were focus areas for our audit.

Reclassification to “assets held for sale”

The Group had historically accounted for its Value Retail interests

as an associate under the equity method. At 30 June 2024, given

the significant progress made towards agreeing and signing a

sale agreement, the Directors concluded that a sale was “highly

probable” and hence the Group’s interests were judged to have

met the criteria outlined in IFRS 5 ‘Non-current Assets Held for

Sale and Discontinued Operations’ for reclassification. As a

result, the Group’s interests were reclassified as “assets held

for sale” within current assets and equity accounting for the

investment ceased.

Loss recognised on disposal

Upon reclassifying the investment as an “asset held for sale,” the

Group’s interests were re-measured to the lower of the carrying

amount and estimated fair value less costs to sell. The carrying

amount considered was updated to reflect the latest value of the

underlying properties. The fair value was based on the contracted

sale proceeds less estimated transaction costs. This resulted in

a £483.0m impairment loss being recognised at 30 June 2024.

Following completion of the disposal on 18 September 2024 and

finalisation of sales proceeds, management re-measured the

impairment loss on reclassification to £471.9m.

Discontinued operations

In addition, the Directors’ concluded that Value Retail was a

discontinued operation. The results for the current and prior

financial periods have therefore been separately disclosed

from the continuing operations of the business.

Reclassification to “assets held for sale”

We considered the criteria in IFRS 5 for an asset to be

reclassified as “held for sale” and assessed whether the

investment in Value Retail met those criteria at 30 June 2024.

In particular we considered whether the sale was “highly

probable” at that date.

Loss recognised on disposal

The Value Retail component’s financial information was subject

to a full scope audit for the period ended 30 June 2024. This

included audit work over the valuation of investment property

within Value Retail as at 30 June 2024.

We assessed the reasonableness of the property valuations at

30 June 2024. Procedures were performed similar to that set out

in the key audit matter “Valuation of investment property, either

held directly or within joint ventures”. In particular this included;

assessing the valuer’s expertise and objectivity; using internal

valuation experts to assist in assessing the methodology and

assumptions used by the valuers; and comparing key assumptions

used including yield and growth rates to market benchmarks.

In respect of the complexity within the calculation of the Group’s

investment in Value Retail, the Group’s ownership holding was

agreed to supporting evidence and we recalculated the Group’s

share of Value Retail’s net assets at 30 June 2024.

We have reviewed the sale agreement and final completion

statement to verify contracted sale proceeds less transaction

costs. We verified the cash proceeds received against bank

statements and agreed the material transaction costs to

corresponding invoices.

Discontinued operations

We assessed whether the Group’s investment in Value Retail

constituted a separate major line of the business under IFRS 5,

as at 30 June 2024, and if it should be re-presented as a

discontinued operation. We also assessed whether the disclosure

requirements of IFRS 5 had been met once that representation

had been made.

Overall findings

From the work undertaken we concluded that the accounting

for the transaction, the loss recognised on the disposal and the

disclosures under IFRS 5 were appropriate.

130 Hammerson plc Annual Report 2024

Financial Statements | Independent Auditors’ Report to the members of Hammerson plc continued

Key audit matter How our audit addressed the key audit matter

Valuation of investments in subsidiary companies and amounts

owed by subsidiaries and other related undertakings

(Company)

Refer to page 190 (Significant estimates) and page 191 (Notes

to the Company Financial Statements – notes C3 and C4).

The Company has investments in subsidiary companies of

£1,032.8m (2023: £1,086.1m) and amounts owed by subsidiaries

and other related undertakings of £3,156.9m (2023: £4,324.3m)

as at 31 December 2024. This is following the recognition of a

revaluation loss of £52.9m (2023: £236.1m loss) on investments

in subsidiary companies and an expected credit loss provision

balance of £1,155.1m (2023: £606.5m) recognised on amounts

owed by subsidiaries and other related undertakings as at

31 December 2024.

The Company’s accounting policy for investments is to hold them

at fair value, while amounts owed by subsidiaries and other related

undertakings are carried at amortised cost but are subject to the

Expected Credit Loss impairment requirements. Given the

inherent judgement and complexity in assessing both the fair

value of a subsidiary company, and the Expected Credit Loss of

amounts owed by subsidiaries and other related undertakings, this

was identified as a key audit matter for our audit of the Company.

The primary determinant and key judgement within both the fair

value of each subsidiary company and the Expected Credit Loss

assessment of amounts owed by subsidiaries and other related

undertakings is the value of the investment property held by each

investee/counterparty. As such it was over this area that we

applied the most focus and audit effort.

We obtained the Directors’ valuation for the value of investments

held in subsidiary companies and their Expected Credit Loss

assessment of amounts owed by subsidiaries and other related

undertakings as at 31 December 2024.

We considered the accounting policies for investments and

amounts owed by subsidiaries and other related undertakings

and assessed whether they were compliant with FRS 101

‘Reduced Disclosure Framework’.

We considered the methodology used by the Directors in arriving

at the fair value of each subsidiary, and the Expected Credit Loss

‘general approach’ provision for amounts owed by subsidiaries

and other related undertakings, and assessed whether they were

compliant with FRS 101 ‘Reduced Disclosure Framework’.

We identified the key judgement within both the valuation of

investments held in subsidiary companies and amounts owed

by subsidiaries and other related undertakings to be the valuation

of investment property held by each investee/counterparty. For

details of our procedures over investment property valuations

please refer to the related Group key audit matter above.

Overall findings

From the work undertaken we concluded that the valuation of

investments in subsidiary companies and amounts owed by

subsidiaries and other related undertakings were supportable.

How we tailored the audit scope

We tailored the scope of our audit to

ensure that we performed enough work to

be able to give an opinion on the financial

statements as a whole, taking into account

the structure of the Group and the

Company, the accounting processes and

controls, and the industry in which they

operate.

The Group owns and invests in a number

of investment properties within its flagship

destinations segment and developments

across the United Kingdom and Europe,

which are held within a variety of

subsidiaries and joint ventures. For part

of the year the Group also owned an

investment in Value Retail, which was held

as an associate prior to being reclassified

to assets held for sale before its

subsequent disposal.

Based on our understanding of the Group,

we focused our audit work primarily on five

components being: UK, France, Ireland,

Bishopsgate Goodsyard and Value Retail.

Three components being UK, France and

Ireland were subject to a full scope audit

given their financial significance to the

Group. We supplemented this with audit

procedures over specific large balances in

Bishopsgate Goodsyard, and a full scope

audit of Value Retail’s financial information

for the six month period ended 30 June

2024, when the Group’s investment in Value

Retail was reclassified to assets held for sale.

The UK, French, Irish and Bishopsgate

Goodsyard components account for

approximately 100% of the Group’s total

assets at 31 December 2024 (2023: the UK,

French, Irish, Value Retail and Bishopsgate

Goodsyard components accounted for

approximately 100%).

As part of our direction of the component

auditors, we issued instructions outlining our

expectations for the component auditors’

work. As part of our supervision of component

auditors, we participated in regular

discussions with the component auditors in

order to monitor the progress of their work.

These ongoing communications covered

matters impacting the execution, completion

and reporting of the Group audit. We also

attended certain key client meetings

between the component auditors and

component management. In addition, we

reviewed the component auditors’ working

papers to verify that their work was

performed appropriately and carried out

in line with our instructions.

These procedures, together with additional

procedures performed at the Group level

(including audit procedures over the

consolidation and consolidation

adjustments), gave us the evidence we

needed for our opinion on the Group

financial statements as a whole.

In respect of the audit of the Company,

we performed a full scope audit.

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The impact of climate risk on our audit

The Directors have made commitments for

the Group to be Net Zero by 2030 and Net

Zero Asset Plans exist for each investment

property within the Hammerson portfolio.

The key areas of the financial statements

where management evaluated that climate

risk could have a potential impact are: the

valuation of investment properties, the

coupon rate on its €700m sustainability-

linked bond and cash flow assumptions in

the going concern assessment.

Using our knowledge of the business, we

evaluated management’s risk assessment,

its estimates as set out in note 1F of the

financial statements and resultant

disclosures where significant. We

considered the following areas to potentially

be materially impacted by climate risk and

consequently we focused our audit work

on climate change in these areas:

– Valuation of investment properties;

– The coupon rate on the €700m

sustainability-linked bond; and

– Cash flow assumptions in the going

concern assessment.

To respond to the audit risks identified in

these areas we tailored our audit approach

to address these, in particular:

– We made enquiries of management to

understand the process management

adopted to assess the extent of the

potential impact of climate risk on

the Group’s financial statements and

support the disclosures made within the

financial statements;

– We challenged the completeness of

management’s climate risk assessment

by challenging the consistency of

management’s climate impact

assessment with internal climate plans

(including the Net Zero Asset Plans),

and reading the entity’s external

communications for details of climate-

related impacts;

– We evaluated, with assistance from our

internal valuation experts, how

management’s external experts had

considered the impact of ESG and

climate change within the valuations of

the Group’s investment properties (refer

to our key audit matter over the valuation

of investment property);

– We performed an independent sensitivity

analysis to evaluate the financial impact

if the Group fails to meet the two

sustainability performance targets in

December 2025 linked to the €700m

bond; and

– We challenged whether the impact of

climate risk, and the Group’s Net Zero by

2030 commitment, had been factored

into the Directors’ assessments and

disclosures surrounding going concern.

We also considered the consistency of the

disclosures in relation to climate change

(including the disclosures in the Task Force

on Climate-related Financial Disclosures

(‘TCFD’) section) within the Annual Report

with the financial statements and our

knowledge obtained from our audit.

Our procedures did not identify any

material impact in the context of our audit

of the financial statements as a whole, or

our key audit matters, for the year ended

31 December 2024.

Materiality

The scope of our audit was influenced by

our application of materiality. We set certain

quantitative thresholds for materiality.

These, together with qualitative

considerations, helped us to determine the

scope of our audit and the nature, timing

and extent of our audit procedures on the

individual financial statement line items and

disclosures and in evaluating the effect of

misstatements, both individually and in

aggregate on the financial statements as

a whole.

Based on our professional judgement, we

determined materiality for the financial

statements as a whole as follows:

Financial statements – Group Financial statements – Company

Overall materiality £34.7m (2023: £32.5m). £49.2m (2023: £44.0m).

How we determined it 1% of Group’s total assets (2023: 0.75% of Group’s

total assets)

1% of Company’s total assets (2023: 0.75% of

Company’s total assets)

Rationale for

benchmark applied

We determined materiality based on total assets

given the valuation of investment properties, whether

held directly or through joint ventures, is the key

determinant of the Group’s value.

This materiality was utilised in the audit of investing

and financing activities

Given the Hammerson plc entity is primarily a holding

company we determined total assets to be the

appropriate benchmark.

Specific materiality £5.0m (2023: £5.8m) Not applicable.

How we determined it 5% of the Group’s Adjusted earnings (2023: 5% of

the Group’s Adjusted earnings)

Not applicable.

Rationale for

benchmark applied

In determining this materiality we had regard to the

fact that Adjusted earnings is a secondary financial

indicator of the Group (refer to note 10A of the

financial statements which includes a reconciliation

between IFRS and Adjusted earnings).

This materiality was utilised in the audit of operating

activities.

Not applicable.

132 Hammerson plc Annual Report 2024

Financial Statements | Independent Auditors’ Report to the members of Hammerson plc continued

For each component in the scope of our

Group audit, we allocated a materiality that

is less than our overall Group materiality.

The range of materiality allocated across

components was £1.8m to £31.0m. The

range of materiality allocated across

components for operating activities was

£0.4m to £4.3m.

We use performance materiality to reduce

to an appropriately low level the probability

that the aggregate of uncorrected and

undetected misstatements exceeds overall

materiality. Specifically, we use performance

materiality in determining the scope of our

audit and the nature and extent of our

testing of account balances, classes of

transactions and disclosures, for example in

determining sample sizes. Our performance

materiality for investing and financing

activities was 75% (2023: 75%) of overall

materiality, amounting to £26.1m (2023:

£24.4m) for the Group financial statements

and £36.9m (2023: £33.0m) for the

Company financial statements. Our

performance materiality for operating

activities was 75% (2023: 75%) of Specific

materiality, amounting to £3.7m (2023:

£4.4m) for the Group financial statements.

In determining the performance materiality,

we considered a number of factors – the

history of misstatements, risk assessment

and aggregation risk and the effectiveness

of controls – and concluded that an amount

in the middle of our normal range was

appropriate.

We agreed with the Audit Committee that

we would report to them misstatements

identified during our audit above £1.7m

(Group audit) (2023: £1.6m) and £2.4m

(Company audit) (2023: £2.2m) as well as

misstatements below those amounts that,

in our view, warranted reporting for

qualitative reasons.

Conclusions relating to going concern

Our evaluation of the Directors’ assessment

of the Group’s and the Company’s ability to

continue to adopt the going concern basis

of accounting included:

– We agreed the underlying cash flow

projections to the Board approved

business plan and assessed how these

projections were compiled. We compared

the prior year projections to actual

performance to assess management’s

ability to forecast accurately;

– We evaluated the key assumptions within

the projections, namely forecasted

investment property valuations and the

levels of forecasted net rental income,

under the base scenario. We did so with

reference to available third party data

sources, contractual rental income,

together with the most recent data on

levels of expected rental concessions/

tenant failure. We also considered the

appropriateness of the key variables

sensitised under the Group’s stress tests

and recalculated and assessed the

headroom available against each

covenant threshold;

– We examined the minimum committed

facility headroom under the base

scenario and stress tests, and evaluated

whether the Directors’ conclusion, that

sufficient liquidity headroom existed to

continue trading operationally throughout

the period to 30 June 2026, was

appropriate;

– We reviewed the terms of financing

agreements to determine whether

forecast covenant calculations were in

line with those agreements and to

determine whether the maturity profile of

the debt included within the projections

was accurate;

– We obtained and reperformed the

Group’s forecast covenant compliance

calculations, under both the base

scenario and stress tests to assess the

Directors’ conclusions on covenant

compliance; and

– We reviewed the disclosures relating to

the going concern basis of preparation

and we found that these provided an

explanation of the Directors’ assessment

that was consistent with the evidence

we obtained.

Based on the work we have performed,

we have not identified any material

uncertainties relating to events or

conditions that, individually or collectively,

may cast significant doubt on the Group’s

and the Company’s ability to continue as

a going concern for a period of at least

twelve months from when the financial

statements are authorised for issue.

In auditing the financial statements, we

have concluded that the Directors’ use of

the going concern basis of accounting in

the preparation of the financial statements

is appropriate.

However, because not all future events or

conditions can be predicted, this conclusion

is not a guarantee as to the Group’s and

the Company’s ability to continue as a

going concern.

In relation to the Directors’ reporting on

how they have applied the UK Corporate

Governance Code, we have nothing

material to add or draw attention to in

relation to the Directors’ statement in the

financial statements about whether the

Directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities

of the Directors with respect to going

concern are described in the relevant

sections of this report.

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Hammerson plc Annual Report 2024

Reporting on other information

The other information comprises all of the

information in the Annual Report other than

the financial statements and our auditors’

report thereon. The Directors are

responsible for the other information.

Our opinion on the financial statements

does not cover the other information and,

accordingly, we do not express an audit

opinion or, except to the extent otherwise

explicitly stated in this report, any form of

assurance thereon.

In connection with our audit of the financial

statements, our responsibility is to read the

other information and, in doing so, consider

whether the other information is materially

inconsistent with the financial statements

or our knowledge obtained in the audit,

or otherwise appears to be materially

misstated. If we identify an apparent

material inconsistency or material

misstatement, we are required to perform

procedures to conclude whether there is

a material misstatement of the financial

statements or a material misstatement of

the other information. If, based on the work

we have performed, we conclude that there

is a material misstatement of this other

information, we are required to report that

fact. We have nothing to report based on

these responsibilities.

With respect to the Strategic Report and

Directors’ Report, we also considered

whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the

course of the audit, the Companies Act

2006 requires us also to report certain

opinions and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work

undertaken in the course of the audit, the

information given in the Strategic Report

and Directors’ Report for the year ended

31 December 2024 is consistent with

the financial statements and has been

prepared in accordance with applicable

legal requirements.

In light of the knowledge and understanding

of the Group and Company and their

environment obtained in the course of

the audit, we did not identify any material

misstatements in the Strategic Report and

Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’

Remuneration Report to be audited has

been properly prepared in accordance with

the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the

Directors’ statements in relation to going

concern, longer-term viability and that part

of the corporate governance statement

relating to the Company’s compliance with

the provisions of the UK Corporate

Governance Code specified for our review.

Our additional responsibilities with respect

to the corporate governance statement as

other information are described in the

Reporting on other information section

of this report.

Based on the work undertaken as part

of our audit, we have concluded that each

of the following elements of the corporate

governance statement is materially

consistent with the financial statements and

our knowledge obtained during the audit,

and we have nothing material to add or

draw attention to in relation to:

– The Directors’ confirmation that they

have carried out a robust assessment

of the emerging and principal risks;

– The disclosures in the Annual Report

that describe those principal risks, what

procedures are in place to identify

emerging risks and an explanation of how

these are being managed or mitigated;

– The Directors’ statement in the financial

statements about whether they

considered it appropriate to adopt the

going concern basis of accounting in

preparing them, and their identification of

any material uncertainties to the Group’s

and Company’s ability to continue to do

so over a period of at least twelve

months from the date of approval of the

financial statements;

– The Directors’ explanation as to their

assessment of the Group’s and

Company’s prospects, the period this

assessment covers and why the period

is appropriate; and

– The Directors’ statement as to whether

they have a reasonable expectation that

the Company will be able to continue in

operation and meet its liabilities as they

fall due over the period of its

assessment, including any related

disclosures drawing attention to any

necessary qualifications or assumptions.

Our review of the Directors’ statement

regarding the longer-term viability of the

Group and Company was substantially less

in scope than an audit and only consisted

of making inquiries and considering the

Directors’ process supporting their

statement; checking that the statement is

in alignment with the relevant provisions of

the UK Corporate Governance Code; and

considering whether the statement is

consistent with the financial statements and

our knowledge and understanding of the

Group and Company and their environment

obtained in the course of the audit.

In addition, based on the work undertaken

as part of our audit, we have concluded that

each of the following elements of the

corporate governance statement is

materially consistent with the financial

statements and our knowledge obtained

during the audit:

– The Directors’ statement that they

consider the Annual Report, taken as a

whole, is fair, balanced and understandable,

and provides the information necessary

for the members to assess the Group’s

and Company’s position, performance,

business model and strategy;

– The section of the Annual Report that

describes the review of effectiveness of

risk management and internal control

systems; and

– The section of the Annual Report describing

the work of the Audit Committee.

We have nothing to report in respect of our

responsibility to report when the Directors’

statement relating to the Company’s

compliance with the Code does not

properly disclose a departure from a

relevant provision of the Code specified

under the Listing Rules for review by

the auditors.

134 Hammerson plc Annual Report 2024

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Responsibilities for the financial

statements and the audit

Responsibilities of the Directors for the

financial statements

As explained more fully in the Statement

of Directors’ Responsibilities, the Directors

are responsible for the preparation of the

financial statements in accordance with

the applicable framework and for being

satisfied that they give a true and fair view.

The Directors are also responsible for such

internal control as they determine is

necessary to enable the preparation of

financial statements that are free from

material misstatement, whether due to

fraud or error.

In preparing the financial statements,

the Directors are responsible for assessing

the Group’s and the Company’s ability to

continue as a going concern, disclosing,

as applicable, matters related to going

concern and using the going concern basis

of accounting unless the Directors either

intend to liquidate the Group or the

Company or to cease operations, or have

no realistic alternative but to do so.

Auditors’ responsibilities for the audit

of the financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from

material misstatement, whether due to

fraud or error, and to issue an auditors’

report that includes our opinion.

Reasonable assurance is a high level of

assurance, but is not a guarantee that an

audit conducted in accordance with ISAs

(UK) and ISAs will always detect a material

misstatement when it exists. Misstatements

can arise from fraud or error and are

considered material if, individually or in

the aggregate, they could reasonably be

expected to influence the economic

decisions of users taken on the basis of

these financial statements.

Irregularities, including fraud, are instances

of non-compliance with laws and

regulations. We design procedures in line

with our responsibilities, outlined above,

to detect material misstatements in respect

of irregularities, including fraud. The extent

to which our procedures are capable of

detecting irregularities, including fraud,

is detailed below.

Based on our understanding of the Group

and industry, we identified that the principal

risks of non-compliance with laws and

regulations related to compliance with Real

Estate Investment Trust (‘REIT’) status Part

12 of the Corporation Tax Act 2010, the

French SIIC regime and UK regulatory

principles, such as those governed by the

Financial Conduct Authority Listing Rules,

and we considered the extent to which

non-compliance might have a material

effect on the financial statements. We also

considered those laws and regulations that

have a direct impact on the financial

statements such as Companies Act 2006.

We evaluated management’s incentives and

opportunities for fraudulent manipulation of

the financial statements (including the risk

of override of controls), and determined

that the principal risks were related to

posting inappropriate journal entries to

increase revenue and management bias in

accounting estimates, such as investment

property valuation. The Group engagement

team shared this risk assessment with the

component auditors so that they could

include appropriate audit procedures in

response to such risks in their work. Audit

procedures performed by the Group

engagement team and/or component

auditors included:

– Discussions with management, internal

audit, legal team and those charged with

governance, including consideration of

known or suspected instances of

non-compliance with laws and regulation

and fraud, and review of the reports

made by internal audit;

– Reviewing relevant meeting minutes,

including those of those charged with

governance and attending all Audit

Committee meetings;

– Evaluation of management’s internal

controls designed to prevent and detect

irregularities. Assessment of matters

reported on the Group and Company’s

whistleblowing helpline and fraud register

and the results of management’s

investigation of such matters;

– Designing audit procedures to

incorporate unpredictability into the

nature, timing or extent of our testing;

– Reviewing tax compliance with the

involvement of our tax specialists in

the audit;

– Challenging assumptions and

judgements made by management in

their significant areas of estimation

including procedures relating to the

valuation of investment property;

– Identifying and testing journal entries,

in particular any journal entries posted

with unusual account combinations; and

– Reviewing financial statement

disclosures and testing to supporting

documentation to assess compliance

with applicable laws and regulations.

There are inherent limitations in the audit

procedures described above. We are less

likely to become aware of instances of

non-compliance with laws and regulations

that are not closely related to events and

transactions reflected in the financial

statements. Also, the risk of not detecting

a material misstatement due to fraud is

higher than the risk of not detecting one

resulting from error, as fraud may involve

deliberate concealment by, for example,

forgery or intentional misrepresentations,

or through collusion.

Our audit testing might include testing

complete populations of certain

transactions and balances, possibly using

data auditing techniques. However, it

typically involves selecting a limited number

of items for testing, rather than testing

complete populations. We will often seek to

target particular items for testing based on

their size or risk characteristics. In other

cases, we will use audit sampling to enable

us to draw a conclusion about the population

from which the sample is selected.

A further description of our responsibilities

for the audit of the financial statements in

accordance with ISAs (UK) is located on

the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description

forms part of our auditors’ report.

135

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Hammerson plc Annual Report 2024

Financial Statements | Independent Auditors’ Report to the members of Hammerson plc continued

As part of an audit in accordance with ISAs,

we exercise professional judgement and

maintain professional scepticism

throughout the audit. We also:

– Identify and assess the risks of material

misstatement of the consolidated

financial statements, whether due to

fraud or error, design and perform audit

procedures responsive to those risks,

and obtain audit evidence that is

sufficient and appropriate to provide

a basis for our opinion. The risk of not

detecting a material misstatement

resulting from fraud is higher than for

one resulting from error, as fraud may

involve collusion, forgery, intentional

omissions, misrepresentations, or the

override of internal control.

– Obtain an understanding of internal

control relevant to the audit in order

to design audit procedures that are

appropriate in the circumstances, but not

for the purpose of expressing an opinion

on the effectiveness of the Group’s and

Company’s internal control.

– Evaluate the appropriateness of

accounting policies used and the

reasonableness of accounting

estimates and related disclosures

made by management.

– Conclude on the appropriateness of

management’s use of the going concern

basis of accounting and, based on the

audit evidence obtained, whether a

material uncertainty exists related to

events or conditions that may cast

significant doubt on the Group’s and

Company’s ability to continue as a going

concern. If we conclude that a material

uncertainty exists, we are required to

draw attention in our auditor’s report

to the related disclosures in the

consolidated financial statements or,

if such disclosures are inadequate, to

modify our opinion. Our conclusions are

based on the audit evidence obtained

up to the date of our auditor’s report.

However, future events or conditions may

cause the Group to cease to continue as

a going concern.

– Evaluate the overall presentation,

structure and content of the

consolidated financial statements,

including the disclosures, and whether

the consolidated financial statements

represent the underlying transactions

and events in a manner that achieves

fair presentation.

– Obtain sufficient appropriate audit

evidence regarding the financial

information of the entities or business

activities within the Group and Company

to express an opinion on the consolidated

financial statements. We are responsible

for the direction, supervision and

performance of the Group and Company

audit. We remain solely responsible for

our audit opinion.

We communicate with those charged

with governance regarding, among other

matters, the planned scope and timing of

the audit and significant audit findings,

including any significant deficiencies in

internal control that we identify during

our audit.

We also provide those charged with

governance with a statement that we have

complied with relevant ethical requirements

regarding independence, and to communicate

with them all relationships and other

matters that may reasonably be thought

to bear on our independence, and where

applicable, actions taken to eliminate

threats or safeguards applied.

From the matters communicated with those

charged with governance, we determine

those matters that were of most significance

in the audit of the consolidated financial

statements of the current period and are

therefore the key audit matters. We

describe these matters in our auditor’s

report unless law or regulation precludes

public disclosure about the matter or when,

in extremely rare circumstances, we

determine that a matter should not be

communicated in our report because the

adverse consequences of doing so would

reasonably be expected to outweigh the

public interest benefits of such

communication.

Use of this report

This report, including the opinions, has been

prepared for and only for the Company’s

members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act

2006 and for no other purpose. We do not,

in giving these opinions, accept or assume

responsibility for any other purpose or to

any other person to whom this report is

shown or into whose hands it may come

save where expressly agreed by our prior

consent in writing.

136 Hammerson plc Annual Report 2024

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are

required to report to you if, in our opinion:

– we have not obtained all the information

and explanations we require for our audit;

– adequate accounting records have not

been kept by the Company, or returns

adequate for our audit have not been

received from branches not visited by us;

– certain disclosures of Directors’

remuneration specified by law are not

made; or

– the Company financial statements and

the part of the Directors’ Remuneration

Report to be audited are not in agreement

with the accounting records and returns.

We have no exceptions to report arising

from this responsibility.

Appointment

Following the recommendation of the Audit

Committee, we were appointed by the

members on 25 April 2017 to audit the

financial statements for the year ended

31 December 2017 and subsequent

financial periods. The period of total

uninterrupted engagement is eight years,

covering the years ended 31 December

2017 to 31 December 2024.

Other matter

The Company is required by the Financial

Conduct Authority Disclosure Guidance

and Transparency Rules to include these

financial statements in an annual financial

report prepared under the structured digital

format required by DTR 4.1.15R – 4.1.18R and

filed on the National Storage Mechanism

of the Financial Conduct Authority. This

auditors’ report provides no assurance over

whether the structured digital format annual

financial report has been prepared in

accordance with those requirements.

Joanne Leeson (Senior Statutory Auditor)

for and on behalf of

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory

Auditors

London

25 February 2025

137

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Hammerson plc Annual Report 2024

		2024	2023 1
	Notes	£m	£m
Revenue	2A,4	121. 1	134.3
Profit from operating activities 2	2A	23.2	26.2
Net revaluation losses on properties	2A	(20.6)	(45.2)
Other net gains	2A	0 .6	1.2
Share of results of joint ventures	13B	8.8	9.4
Impairment of joint ventures	8B	–	(22.2)
Share of results of associates	14B	–	1.2
Income from other investments		1 .1	–
Operating gain/(loss)		13. 1	(29.4)
Finance income	6	40.0	35.2
Finance costs	6	(95.4)	(71.3)
Loss before tax		(42.3)	(65.5)
Tax charge	7	(2.5)	(0.7)
Loss from continuing operations		(44.8)	(66.2)
(Loss)/Profit from discontinued operations	9B	(481.5)	14.8
Loss for the year		(526.3)	(51. 4)
Basic and diluted (loss)/earnings per share 3
Continuing operations	11B	(9.0)p	(13.3)p
Discontinued operations	11B	(97 .0)p	3.0p
Tot a l		(106. 0)p	(10 .3)p

1 The Group’s share of Value Retail’s results reported for the year ended 31 December 2023 have been re-presented as discontinued operations in line with the

requirements of IFRS 5 “Non-current assets held for sale and discontinued operations”. See note 9 for further details.

2 Includes a net charge of £2 . 8m (2023: £1 .4m) relating to provisions for impairment of trade (tenant) receivables as set out in note 15E.

3 (Loss/)Earnings per share figures for the year ended 31 December 2023 have been restated to reflect the 1 for 10 share consolidation completed in September 2024,

see note 11 for further details.

Consolidated Income Statement

Year ended 31 December 2024

138 Hammerson plc Annual Report 2024

	2024	2023
	£m	£m
Loss for the year	(526.3)	(51. 4)
Other comprehensive income/(expenses):
Recycled through the profit or loss on disposal of overseas property interests and associate
Exchange gain previously recognised in the translation reserve	(49. 6)	(100.3)
Exchange loss previously recognised in the net investment hedge reserve	39 .7	8 0.2
Net exchange loss relating to equity shareholders 1	(9.9)	(20. 1)
Items that may subsequently be recycled through profit or loss
Foreign exchange translation differences	(7 4.7)	(35.2)
Foreign exchange translation differences of discontinued operations	0.2	(14. 1)
Gain on net investment hedge	70.7	39 .3
Net gain on cash flow hedge	–	0.2
Share of other comprehensive losses of discontinued operations	(4.4)	(8.8)
	(8.2)	(18. 6)
Items that will not subsequently be recycled through profit or loss
Net actuarial losses on pension schemes	(0.5)	(1.4)
Other comprehensive loss for the year	(18. 6)	(40.1)
Total comprehensive loss from continuing operations	(59.2)	(83. 4)
Total comprehensive loss from discontinued operations	(485.7)	(8. 1)
Total comprehensive loss for the year	(544.9)	(91.5)

1 For the year ended 31 December 2024 this related to the sale of the Group’s investment in Value Retail which is treated as a discontinued operation as described in note

9. For the year ended 31 December 2023 this related to the sales of Italie Deux and Italik and the derecognition of the O’Parinor joint venture as described in note 8B.

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

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Hammerson plc Annual Report 2024

		2024	2023
	Note	£m	£m
Non-current assets
Investment properties	12	1,487.0	1,396.2
Interests in leasehold properties	20	34.8	32.7
Right-of-use assets		7. 5	3.9
Plant and equipment		0.4	0.9
Investment in joint ventures	13C	1,088.2	1, 193.2
Investment in associate	14C	–	1, 115.0
Other investments		9.2	8.8
Trade and other receivables	15A	0.2	1.9
Restricted monetary assets	16	21.4	21.4
		2,648.7	3, 7 7 4.0
Current assets
Trade and other receivables	15B	8 7. 6	7 4 .1
Derivative financial instruments	19A	2.2	5.2
Restricted monetary assets	16	–	2.2
Cash and cash equivalents		737 .9	472.3
		8 2 7. 7	553.8
Total assets		3, 476.4	4,327 .8
Current liabilities
Trade and other payables	17	(109.3)	(129.8)
Obligations under head leases	20	(0. 1)	(0 .1)
Loans	18A	(337 .8)	(108. 6)
Tax		(2.8)	(0.3)
Derivative financial instruments	19A	(0. 1)	(2.3)
		(450. 1)	(241. 1)
Non-current liabilities
Trade and other payables	17	(28.7)	(55.5)
Obligations under head leases	20	(39.7)	(37 .3)
Loans	18A	(1, 136.4)	(1,515. 9)
Deferred tax		(0.4)	(0.4)
Derivative financial instruments	19A	–	(1 5.0)
		(1,205.2)	(1, 62 4. 1)
Total liabilities		(1, 655.3)	(1,865.2)
Net assets		1,821. 1	2,462. 6
Equity
Share capital	21A	2 4.6	250 . 1
Share premium		–	1,563. 7
Capital redemption reserve	21A	225.5	–
Other reserves	21B	91.8	105.5
Retained earnings		1,486.9	549. 7
Investment in own shares		(7 .7)	(6. 4)
Equity shareholders’ funds		1,821. 1	2,462. 6
EPRA net tangible asset value per share 1	11C	£3.70	£5.08

1 EPRA net tangible asset value per share at 31 December 2023 has been restated to reflect the 1 for 10 share consolidation completed in September 2024, see note 11

for further details.

These financial statements were approved by the Board on 25 February 2025 and signed on its behalf by:

Rita-Rose Gagné Himanshu Raja

Chief Executive Chief Financial Officer

Consolidated Balance Sheet

As at 31 December 2024

140 Hammerson plc Annual Report 2024

							Equity
			Capital			Investment	share-
	Share	Share	redemption	Other	Retained	in own	holders’
	capital	premium	reserve	reserves	earnings	shares	funds
	£m	£m	£m	£m	£m	£m	£m
At 1 January 2023	250. 1	1,563.7	–	135.4	646.0	(8.8)	2,586.4
Recycled exchange gains on disposal of overseas
property interests	–	–	–	(20. 1)	–	–	(20. 1)
Foreign exchange translation differences 4	–	–	–	(49.3)	–	–	(49 .3)
Gain on net investment hedge	–	–	–	39.3	–	–	39.3
Loss on cash flow hedge	–	–	–	(3.4)	–	–	(3. 4)
Loss on cash flow hedge recycled to net finance costs	–	–	–	3 .6	–	–	3 .6
Share of other comprehensive loss of associates 5	–	–	–	–	(8.8)	–	(8.8)
Net actuarial losses on pension schemes	–	–	–	–	(1.4)	–	(1.4)
Loss for the year	–	–	–	–	(51. 4)	–	(51. 4)
Total comprehensive loss	–	–	–	(29. 9)	(61.6)	–	(91.5)
Share-based employee remuneration	–	–	–	–	3 .6	–	3 .6
Cost of shares awarded to employees	–	–	–	–	(2.4)	2 .4	–
Dividends	–	–	–	–	(35.9)	–	(35.9)
At 31 December 2023	250. 1	1,563.7	–	105.5	549. 7	(6. 4)	2,46 2.6
Recycled net exchange gains on disposal of overseas associate	–	–	–	(9.9)	–	–	(9.9)
Foreign exchange translation differences 4	–	–	–	(7 4.5)	–	–	(7 4.5)
Gain on net investment hedge	–	–	–	70 .7	–	–	70.7
Gain on cash flow hedge	–	–	–	2.2	–	–	2.2
Gain on cash flow hedge recycled to net finance costs	–	–	–	(2.2)	–	–	(2.2)
Share of other comprehensive loss of associates 5	–	–	–	–	(4.4)	–	(4.4)
Net actuarial losses on pension schemes	–	–	–	–	(0.5)	–	(0.5)
Loss for the year	–	–	–	–	(526.3)	–	(5 26.3)
Total comprehensive loss	–	–	–	(13. 7)	(531.2)	–	(54 4.9)
Share capital consolidation 6	(225. 1)	–	225.1	–	–	–	–
Share premium cancellation 7	–	(1,563. 7)	–	–	1,563.7	–	–
Share buyback and cancellation 8	(0.4)	–	0.4	–	(20.9)	–	(20.9)
Share-based employee remuneration	–	–	–	–	4.3	–	4.3
Purchase of own shares and treasury shares	–	–	–	–	–	(3.4)	(3.4)
Cost of shares awarded to employees	–	–	–	–	(2. 1)	2 .1	–
Dividends	–	–	–	–	(76. 6)	–	(76.6)
As at 31 December 2024	24 .6	–	225.5	91.8	1,486.9	(7 .7)	1,821. 1

1 Share capital includes shares held in treasury and shares held in an employee share trust, which are held at cost and excluded from equity shareholders’ funds through

‘Investment in own shares’ with further information set out in note 21A.

2 The capital redemption reserve comprises the nominal value of shares cancelled by way of the Company’s 1 for 10 share capital consolidation in September 2024

(see footnote 6) and shares purchased and cancelled under the Group’s share buyback programme which commenced in October 2024 (see footnote 8). This reserve

is non-distributable.

3 Other reserves comprises Translation, Net investment hedge and Cash flow hedge reserves as set out in note 21B.

4 Relates to continuing and discontinued operations.

5 Relates to discontinued operations.

6 Following shareholder approval at a General meeting on 12 September 2024, the Company completed a 1 for 10 share consolidation on 30 September 2024 whereby

each of its ordinary shares were subdivided into 9 deferred shares and one ordinary share, following which the deferred shares were cancelled. See note 21 for

further details.

7 Following shareholder approval at a General meeting on 12 September 2024 and subsequent sanctioning by the High Court of England and Wales on 8 October 2024,

the Company cancelled its share premium account. The effect of this Capital Reduction was to increase the distributable reserves of the Company through a transfer

to retained earnings.

8 On 16 October 2024, the Company announced the commencement of a share buyback programme of up to £140m. In 2024, 7.0m shares were repurchased and

cancelled under the programme for total consideration of £20.9m.

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

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Hammerson plc Annual Report 2024

		2024	2023
	Note	£m	£m
Profit from operating activities	2A	23.2	26.2
Net movements in working capital and restricted monetary assets	24A	(6.6)	(4. 7)
Non-cash items	24A	5.3	2.8
Cash generated from operations		21.9	24.3
Interest received		49.0	3 9.1
Interest paid (including bond issue fees)		(86.5)	(80.8)
Bond early termination fees		(25.5)	–
Debt and loan facility issuance and extension fees		(2.7)	(1.0)
Tax received/(paid)		0.2	(0.9)
Distributions and other receivables from joint ventures		4 8 .1	5 7.6
Cash flows from operating activities		4.5	38.3
Investing activities
Property acquisition		(140 .8)	–
Equity investment in joint venture		(85. 1)	–
Capital expenditure		(13.7)	(18. 7)
Sale of properties (including trading properties in 2023)		117 .4	4 9.0
Sale of investments in joint ventures		–	69.0
Sale of investments in associate (held as asset held for sale)		583.6	9 6.7
Advances to joint ventures	13D	(6.9)	(8.3)
Distributions and capital returns received from associates	9D	19.4	73.6
Distributions from other investments		1 .1	–
Cash flows from investing activities		475.0	261.3
Financing activities
Purchase of own shares		(3.4)	–
Share buyback and cancellation		(20.9)	–
Proceeds from new borrowings		394.7	9 6.0
Repayments of borrowings		(499. 6)	(111. 1)
Equity dividends paid	22	(82.6)	(29. 9)
Cash flows from financing activities		(211.8)	(4 5 .0)
Increase in cash and cash equivalents		2 6 7. 7	254.6
Opening cash and cash equivalents	24B	472.3	218.8
Exchange translation movement	24B	(2. 1)	(1. 1)
Closing cash and cash equivalents	24B	737 .9	472.3

The cash flows above relate to continuing and discontinued operations. See note 9 for further information on discontinued operations.

Consolidated Cash Flow Statement

Year ended 31 December 2024

142 Hammerson plc Annual Report 2024

A. GENERAL INFORMATION

Hammerson plc is a UK public company limited by shares incorporated

under the Companies Act and is registered in England and Wales.

The address of the Company’s registered office is Marble Arch House,

66 Seymour Street, London W1H 5BX.

The Group’s principal activities are as an owner, operator and developer

of sustainable prime urban real estate. The Group owns and invests in

flagship destinations, developments and other properties in the United

Kingdom, France and Ireland. The Group also had an investment in

Value Retail, which operates various premium outlet Villages across

western Europe, and this investment was sold in September 2024.

The Group’s material accounting policies are described below.

B. BASIS OF PREPARATION AND CONSOLIDATION

Basis of preparation

The consolidated financial statements have been prepared in

accordance with both UK adopted international accounting standards

and International Financial Reporting Standards adopted pursuant to

Regulation (EC) No 1606/2002 as it applies in the EU, (IFRS adopted by

the EU as at 31 December 2020), as well as SAICA Financial Reporting

Guides as issued by the Accounting Practices committee and those

parts of the Companies Act 2006 as applicable to companies reporting

under IFRS.

With the exception of IFRS 18 – Presentation and Disclosure in Financial

Statements, new accounting standards, amendments to standards and

IFRIC interpretations which became applicable during the year or have

been published but are not yet effective, were either not relevant or had

no, or are not expected to have a material, impact on the Group’s results

or net assets. IFRS 18 applies for accounting periods beginning on,

or after, 1 January 2027 and will apply to comparative information.

In addition to the above, an assessment has been undertaken on the

Pillar 2 tax legislation (effective 1 January 2024), which is based around

undertaxed profits. The Group does not meet the minimum threshold in

place for the legislative rules to apply.

The financial statements are prepared on the historical cost basis,

except that investment properties, other investments and derivative

financial instruments are stated at fair value. Accounting policies have

been applied consistently.

Basis of consolidation

Subsidiaries

The consolidated financial statements incorporate the financial

statements of the Company and entities controlled by the Company

(its subsidiaries). Control is achieved where the Company has the

power over the investee, is exposed, or has rights, to variable return

from its involvement with the investee and has the ability to use its

power to affect its returns.

Subsidiaries are fully consolidated from the date on which control is

achieved, which is usually from the date of acquisition. They are

de-consolidated from the date control ceases.

All intragroup transactions, balances, income and expenses are

eliminated on consolidation. Accounting policies of subsidiaries have

been changed where necessary to ensure consistency with the policies

adopted by the Group.

Joint arrangements (joint operations and joint ventures)

and associates

The accounting treatment for joint arrangements and associates

requires an assessment to determine the degree of control or influence

that the Group may exercise over them and the form of that control.

The Group’s interest in joint arrangements is classified as either:

– a joint operation: not operated through an entity but by joint

controlling parties which have rights to the assets and obligations

for the liabilities; or

– a joint venture: whereby the joint controlling parties have rights to the

net assets of the arrangement.

The Group’s interests in its joint arrangements are commonly driven

by the terms of partnership agreements, which ensure that control is

shared between the partners.

Associates are those entities over which the Group is in a position

to exercise significant influence, but not control or jointly control.

The Group’s share of results, assets and liabilities held within joint

operations is fully consolidated into the Group financial statements

along with subsidiaries.

The results, assets and liabilities of joint ventures and associates are

accounted for using the equity method. Investments in joint ventures

and associates are carried in the consolidated balance sheet at cost

as adjusted for post acquisition changes in the Group’s share of the net

assets of the joint venture or associate, less any impairment. Loans to

joint ventures and associates are aggregated into the Group’s

investment in the consolidated balance sheet. The Group eliminates

upstream and downstream transactions with its joint ventures, including

interest and management fees.

Any losses of joint ventures or associates are initially recognised

against the equity investment. However, if in excess of the Group’s

equity interest, losses are recognised only to the extent that the Group

has incurred legal or constructive obligations or made payments on

behalf of the other entity. If the value of the Group’s equity investment is

nil, the share of losses is recognised against other long term interests or

if such interests are not available, losses are simply restricted to leave

the Group’s equity investment remaining at nil.

Distributions and other income received from joint ventures are

included within cash flows from operating activities owing to their

association with the underlying profits of the joint venture whereas all

other cash flows are recognised as investing activities. Distributions

from associates are included in investing activities. Distributions

reduce the carrying value of the Group’s investments in joint ventures

and associates.

1. Basis of preparation, consolidation and material accounting policies

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

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Hammerson plc Annual Report 2024

Financial position

The financial position of the Group, including details of its financing and

capital structure, is set out in the Financial Review on pages 44 to 46.

The Group’s position materially improved in 2024: net debt declined

40% to £799m, with Net debt:EBITDA improving from 8.0x to 5.8x, and

loan to value from 34% to 30%. Liquidity was £1,417m, with £439m of

debt maturing over the going concern period.

At 31 December 2024, the Group’s key unsecured debt covenants had

significant headroom. Gearing and the Unencumbered Asset Ratio had

headroom to valuation falls of 48% and 54% respectively, while the

Interest Cover Ratio had headroom to NRI reductions of 75%.

Assessment

In making the going concern assessment, the Directors have

considered the Group’s principal risks (see pages 69 to 73), including

climate change, and their impact on financial performance.

The Directors have assessed a Base going concern scenario derived

from the Group’s 2025 Business Plan, which was approved by the

Board in December 2024. They also reviewed reverse stress tests

(‘stress tests’) to assess the Group’s ability to cope with adverse

changes to key variables in the Base scenario impacting covenant

metrics. The assessment included the preparation of a Base scenario

which contained earnings, balance sheet, cash flow, liquidity and credit

metric projections.

Acknowledging the three macroeconomies that the Group operates in,

each with their own distinct risks, the Base scenario projections assume

continued improvements in the Group’s operating performance in the

near term, reflecting enduring demand from customers and brand

partners for the best destinations as evidenced by growing footfall and

strong leasing in 2024.

Consistent with the Group’s strong financial position and operating

performance, the Base scenario projections forecast that the Group will

maintain significant covenant headroom and liquidity over the going

concern period.

The stress tests were undertaken on the Base scenario to assess the

maximum level that valuations and net rental income could fall over the

going concern period before the Group reaches its key unsecured debt

covenant thresholds. The stress test calculations adopted valuation

yields and ERVs as at 31 December 2024 and also factored in:

– the secured loan at Dundrum (Group’s 50% share £141m), which was

refinanced in August 2024, is non-recourse to the Group and has its

own debt covenants; and

– £73m of senior notes which mature over the period to 2031 and which

are subject to an additional unencumbered asset ratio covenant.

Conclusion

Having reviewed the Base scenario projections, the results of the stress

tests, current external forecasts, recent precedents and plausible

future adverse impacts to valuations and net rental income, the

Directors are satisfied that the Group has sufficient covenant headroom

and significant liquidity over the going concern period. Based on these

considerations, together with available market information and the

Directors’ experience of the Group’s portfolio and markets, the

Directors have therefore concluded that it is appropriate to prepare

the financial statements on a going concern basis.

C. ALTERNATIVE PERFORMANCE MEASURES ‘APMs’

The Group uses a number of APMs, being financial measures not

specified under IFRS, to monitor the performance of the business.

Many of these measures are based on the EPRA Best Practice

Recommendations (‘BPR’) reporting framework which aims to improve

the transparency, comparability and relevance of the published results

of listed European real estate companies, with key EPRA measures

being EPRA earnings and three EPRA net asset metrics. Details on the

EPRA BPR can be found on www.epra.com and the Group’s EPRA

metrics are shown in Table 1 of the Additional Information. In September

2024, EPRA issued updated EPRA earnings guidelines within its BPR.

These included the addition of two new adjustment categories relating

to funding structures and non-operating and exceptional items.

In relation to EPRA earnings, the Group will adopt these new guidelines

for its next reporting period, beginning 1 January 2025.

In addition to presenting the Group’s results on an IFRS and EPRA basis,

the Group also presents the results on a ‘Headline’ and ‘Adjusted’ basis.

The former measure is calculated in accordance with the requirements

of the Johannesburg Stock Exchange listing requirements and the

‘Adjusted’ basis reflects the underlying operations of the business and

is calculated on a proportionally consolidated basis.

The Adjusted basis also excludes capital and non-recurring items such

as revaluation movements, gains or losses on the disposal of properties

or investments, as well as other items which are not considered to be

part of the day-to-day operations of the business. Such items are in the

main reflective of those excluded for EPRA earnings, but additionally

exclude a small number of ‘Company only’ adjusting items which are

deemed not to be reflective of the normal routine operating activities of

the Group and have been applied consistently in both accounting

periods. The Directors believe that disclosing such non-IFRS measures

enables evaluation of the impact of such items on results to facilitate a

fuller understanding of performance from period to period. The inclusion

of these ‘Company only’ adjustment means that this basis may not be

directly comparable to similar measures adopted by peers.

A reconciliation between earnings and net asset measures reported

under IFRS and the above alternative measures is set out in note 10.

Other APMs used by the Group cover key operational, balance sheet

and credit related metrics, including like-for-like analysis, cost

ratios, total accounting return, net debt and associated credit metrics:

net debt:EBITDA, gearing, loan to value and interest cover.

Reconciliations of these APMs to the IFRS figures in the financial

statements are included in the Additional Information section.

D. GOING CONCERN

Introduction

In order to prepare the financial statements for the year ended

31 December 2024 on a going concern basis the Directors have

undertaken a detailed assessment of the Group’s principal risks and

current and projected financial position over the period to 30 June

2026 (‘the going concern period’). This period has been selected as it

coincides with the first six monthly covenant test date for the Group’s

unsecured debt facilities, falling due after the minimum 12 months going

concern period.

1. Basis of preparation, consolidation and material accounting policies continued

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

144 Hammerson plc Annual Report 2024

E. MATERIAL ACCOUNTING POLICIES

Revenue

Revenue comprises gross rental income (consisting of base and

turnover rents, income from car parks and commercialisation activities,

lease incentive recognition and other rental income), service charge

income, property fee income and joint venture and associate

management fees. These income streams are recognised in the

period to which they relate as set out below.

Rental income from investment property is recognised as revenue on

a straight line basis over the “term certain” being the shorter of the

lease term, or the period to the first tenant break date. Lease incentives

are amortised over the term certain as a reduction in rental income.

Lease modifications are accounted for as a new lease from the effective

date of the modification, considering any prepaid or accrued lease

payments relating to the original lease as part of the lease payments

for the new lease. On entering into a lease modification any initial direct

costs associated with the lease, including surrender premia previously

paid, are derecognised through rental expense in the year. Rent reviews

are recognised when such reviews have been agreed with tenants.

Contingent rents, being those lease payments that are not fixed at the

inception of a lease, such as increases arising on rent reviews and

turnover rent, are variable considerations and are recorded as income

using the most reliable estimates of such considerations in the periods

in which they are earned. Income from rent reviews is recognised from

the period it is secured.

Under IFRS 15, the Group’s revenue from contracts with customers

includes service charge income, property fee income, car park income

and joint venture and associate management fees and is recognised in

accordance with the following performance obligations:

– Service charge income, property fee income and joint venture and

associate management fees are recognised over the period the

respective services are provided

– Car park income is recognised at the point in time when the customer

has completed use of their car parking space

Retirement benefit costs

Defined contribution pension plans

The cost of defined contribution schemes is expensed as incurred.

The Group has no further payment obligations once the contributions

have been paid.

Defined benefit pension plans

Until June 2024, the Group had a funded plan where assets were held

in separate trustee administered funds. The Group also provides other

unfunded pension benefits to certain members. The funded plan was

de-risked in December 2022 when the Trustees of the plan purchased

a bulk annuity policy. In December 2023, a process was started to

transfer the annuity policy to individual members and in June 2024 the

plan was wound up.

Prior to the plan being wound up, the Group’s net obligation comprised

the amount of future benefit that employees have earned, discounted to

determine a present value, less the fair value of the pension plan assets.

The cost of providing benefits under defined benefit arrangements were

determined separately for each plan using the projected unit credit

method, with valuations being carried out by the Group’s external actuary.

The present value of the defined benefit obligation was determined by

discounting the estimated future cash outflows using interest rates of

high quality corporate bonds that had terms to maturity approximating

to the terms of the related pension obligation. A net pension asset was

only recognised to the extent that it was expected to be recoverable in

the future and the asset was limited to the present value of any future

refunds from the plan or reduction in future contributions to the plan.

The net interest cost was calculated by applying the discount rate to

the net balance of the defined benefit obligation and the fair value of

the plan assets. Actuarial gains and losses arising from experience

adjustments and changes in actuarial assumptions were charged

or credited to other comprehensive income in the period in which

they arose.

Share-based payments

Equity settled share-based employee remuneration is determined with

reference to the fair value (excluding the effect of non-market-based

vesting conditions) of the equity instruments at the date of grant and is

expensed over the vesting period on a straight line basis.

The fair value of share options which are subject only to internal performance

criteria or service conditions are measured using input factors including

the exercise price, expected volatility, option life and risk-free interest

rate. For all schemes, the number of options expected to vest is

recalculated at each balance sheet date, based on expectations of

leavers prior to vesting. The calculation of the fair value of the market-

based element of the Group’s restricted share plans factors in the

expected volatility, vesting period and risk-free interest rate.

Finance costs

Net finance costs

Net finance costs include interest payable on debt, derivative financial

instruments, interest on head leases and other lease obligations, debt

and loan facility cancellation costs, net of interest capitalised, interest

receivable on funds invested and derivative financial instruments, and

changes in the fair value of derivative financial instruments.

Capitalisation of interest

Interest is capitalised if it is directly attributable to the acquisition,

construction or production of development properties or the significant

redevelopment of investment properties. Capitalisation commences

when the activities to develop the property start on site and continues

until the property is substantially ready for its intended use, normally

practical completion. Capitalised interest is calculated with reference to

the actual rate payable on loans for development purposes or, for that

part of the development cost financed out of general funds, at the

Group’s weighted average interest rate.

1. Basis of preparation, consolidation and material accounting policies continued

145

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Exchange rates

The principal foreign currency denominated balances are in euro where

the translation exchange rates used are:

Consolidated income statement

	Year ended	Year ended
	31 December	31 December
Average rate	2024	2023
Quarter 1	€1.168	€1.133
Quarter 2	€1.172	€1.150
Quarter 3	€1.184	€1.163
Quarter 4	€1.202	€1.154

Consolidated balance sheet

	31 December	31 December
	2024	2023
Year end rate	€1.210	€ 1.153

Net investment in foreign operations

Exchange differences arising from the translation of the net investment

in foreign operations are taken to the translation reserve. They are

released to the consolidated income statement upon disposal of the

foreign operation.

Investment properties and trading properties

Investment properties are stated at fair value, being market value

determined by professionally qualified external valuers, and changes

in fair value are included in the consolidated income statement.

Accordingly, no depreciation is provided.

Expenditure incurred on investment properties is capitalised where it

is probable that the future economic benefits associated with the

property will flow to the entity and the cost can be reliably measured.

This includes the recognition of capitalised tenant incentives, less

amortisation and impairment, capitalised interest and other costs.

Interests in leasehold properties

The Group owns a number of properties on long leaseholds from

freeholders or superior leaseholders which are depreciated over the

lease term. At the start of a lease, the Group recognises lease liabilities

for the buildings element of the leasehold, disclosed as obligations

under head leases, at the present value of the minimum lease payments

due over the term of the lease. The discounted lease liability is

calculated, where possible, using the interest rate implicit in the lease,

or where this is not attainable, the incremental borrowing rate is utilised.

This latter rate is the rate the Group would have to pay to borrow the

funds necessary to obtain a similar asset under similar conditions. The

Group calculates the incremental borrowing rate using the risk free rate

in the country where the asset is held, adjusted for length of the lease

and a risk premium.

Payments to the freeholder or superior leaseholder are apportioned

between a finance charge and a reduction of the outstanding liability.

The finance charge is allocated to each period during the lease term

so as to produce a constant periodic rate of interest on the remaining

balance of the liability.

Contingent rents and variable rents payable which are not dependent

on an index, such as rent reviews or those related to rental income, are

expensed in the period to which they relate. If at inception, or at some

point during the course of the lease, rents are fixed, or are in substance

fixed, a right-of-use asset is created and a corresponding liability for the

present value of the minimum future lease payments is recognised.

Tax

Tax exempt status

The Company has elected for UK REIT and French SIIC status and

holds its Irish assets in a QIAIF. To continue to benefit from these tax

regimes, certain conditions must be complied with as outlined in note

7A. The Directors intend that the Group will continue as a UK REIT,

a French SIIC and an Irish QIAIF for the foreseeable future.

Current and deferred tax

Tax is included in the consolidated income statement except to the

extent that it relates to items recognised directly in equity, in which case

the related tax is recognised in equity.

Current tax is the expected tax payable on the non-tax exempt income

for the period, net of allowable expenses and tax deductions, using the

tax rate(s) prevailing during the accounting period, together with any

adjustment in respect of previous periods.

Deferred tax is provided using the balance sheet liability method,

providing for temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts

used for tax purposes. The following temporary differences are not

provided for:

– Goodwill not deductible for tax purposes

– The initial recognition of assets or liabilities, with the exception of

leases, that at the time of the transaction affects neither accounting

nor taxable profit/(tax loss)

– For investments in subsidiaries that at the time of the transaction do

not give rise to equal taxable and deductible temporary differences.

The amount of deferred tax provided is based on the expected manner

of realisation or settlement of the carrying amount of assets and

liabilities, using tax rates that are expected to apply in the period when

the liability is settled or the asset is realised. A deferred tax asset is

recognised only to the extent that it is probable that future taxable

profits will be available against which the asset can be utilised.

Foreign currency

Income statement

Transactions in foreign currencies are translated into sterling at

exchange rates approximating to the exchange rate ruling at the date

of the transaction.

The operating income and expenses of foreign operations are

translated into sterling at the average exchange rates for the year.

Significant transactions, such as property disposals, are translated

at the foreign exchange rate ruling at the date of each transaction.

The Group’s financial performance is not materially impacted

by seasonality.

Balance sheet

Monetary assets and liabilities denominated in foreign currencies at

the balance sheet date are translated into sterling at the exchange rate

ruling at that date and, unless they relate to the hedging of the net

investment in foreign operations, differences arising on translation are

recognised in the consolidated income statement.

The assets and liabilities of foreign operations, including goodwill and

fair value adjustments arising on consolidation, are translated into

sterling at the exchange rates ruling at the balance sheet date.

1. Basis of preparation, consolidation and material accounting policies continued

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

146 Hammerson plc Annual Report 2024

Right-of-use assets

The Group has leases for each of its corporate offices in the UK, France

and Ireland. Leased assets are capitalised on inception of the lease as

right-of-use assets and depreciated over the shorter of the non-

cancellable lease period and any extension options that are considered

reasonably certain to be taken, or the useful life of the asset.

A corresponding lease liability, representing the present value of the

lease payments is also recognised. The discounted lease liability is

calculated where possible using the interest rate implicit in the lease or

where this is not attainable the incremental borrowing rate is utilised.

The incremental borrowing rate is the rate the Group would have to pay

to borrow the funds necessary to obtain a similar asset under similar

conditions. The Group calculates the incremental borrowing rate using

the risk free rate of the country where the asset is held, adjusted for

length of the lease and a risk premium.

Lease payments are allocated against the principal and finance cost.

Finance costs, representing the unwinding of the discount on the lease

liability are expensed to produce a constant periodic rate of interest on

the remaining liability.

Plant and equipment

Such assets are stated at cost less accumulated depreciation and,

where appropriate, provision for impairment in value. Depreciation is

charged to the consolidated income statement on a straight line basis

over the estimated useful life, generally between three and five years.

Cloud software license agreements and intangible assets

When the Group incurs configuration and customisation costs as part

of a cloud based software-as-a-service (‘SaaS’) agreement, and where

this does not result in the creation of an asset which the Group has

control over, such costs are expensed. Licence agreements to use

cloud software are treated as service contracts and expensed, unless

the Group has both a contractual right to take possession of the

software at any time without significant penalty, and the ability to run

the software independently of the host vendor. In such cases the

licence agreement is capitalised as software as an intangible asset.

Software and licenses which are capitalised include costs incurred to

acquire the assets as well as any internal infrastructure and design

costs incurred in the development of software in order to bring the

assets into use. Capitalised software costs include external direct costs

of goods and services, as well as directly attributable internal payroll

related costs for employees who are associated with the project.

Computer software under development is held at cost less any

recognised impairment loss.

Software is stated at cost less accumulated amortisation and,

where appropriate, provision for impairment in value or estimated loss

on disposal. Amortisation is provided to write off the cost of assets on

a straight line basis between three and six years, and is recorded in

administration expenses.

Other investments

Other investments are initially recognised at fair value and

subsequently remeasured, with changes recognised in the

consolidated income statement.

Disposals

Properties are treated as disposed when control transfers to the buyer

which typically occurs on completion.

Gains or losses on the sale of properties are calculated by reference to

the carrying value at the end of the previous year, adjusted for subsequent

capital expenditure, unless reclassified to assets held for sale prior to

disposal. Where a corporate entity, whose primary asset is a property,

is disposed, the associated gains or losses on the sale of the entity are

disclosed as profit or loss on sale of properties.

Assets held for sale

A property or investment may be classed as ‘held for sale’ if it meets the

criteria of IFRS 5.

If an investment in a joint venture or associate is reclassified to assets

held for sale, equity accounting ceases on the date of reclassification

and any subsequent movements in the fair value are recognised as

impairment gains or losses. However, an amount equivalent to the

Group’s share of adjusted earnings for the period after reclassification,

as if the asset had not been reclassified as held for sale, are included in

Adjusted earnings as detailed in note 9.

In the event that assets held for sale form an identifiable business

segment, the results for both the current and prior year are re-

presented as ‘discontinued operations’.

Trade and other receivables

Trade and other receivables are initially measured at fair value,

subsequently measured at amortised cost and, where the effect is

material, discounted to reflect the time value of money. Trade and other

receivables are shown net of any loss allowance provision. In order to

calculate any loss allowance for trade receivables the Group applies the

simplified approach under IFRS 9 to determine the Expected Credit

Loss (‘ECL’).

In addition the Group makes provisions against receivables in the

current period in respect of income not yet recognised in the income

statement, but instead deferred on the balance sheet to be released

to the consolidated income statement in a future period, to match the

period to which the income relates.

Other non-trade receivables include loans receivable which are

financial assets and are initially measured at fair value, plus acquisition

costs, and are subsequently measured at amortised cost, using the

effective interest method, less any impairment, determined using the

general approach in IFRS 9.

Estimates made in assessing the provisions for impairment of trade

(occupier) receivables require consideration of future events which

therefore make the provisions inherently subjective. The Group applies

the simplified approach under IFRS 9 by adopting a provisioning matrix

to determine the Expected Credit Loss (‘ECL’), grouping receivables

dependent on risk level.

In making these assessments, key factors the Group takes into

account include:

– Credit ratings

– Latest information on occupiers’ financial standing including the

relative risk of the retail subsector in which they operate

– Historical default rates

– Ageing

– Rent deposits (included as part of payables) and guarantees held

– The probability that occupiers will serve out the remainder of the

contractual terms of their leases

1. Basis of preparation, consolidation and material accounting policies continued

147

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Hedge accounting is also applied in respect of the foreign exchange

exposure on US Dollar loans. The fair value gain or loss on re-

measurement of derivative financial instruments that are designated in

a cash flow hedge are recognised in the cash flow hedge reserve in total

comprehensive income, to the extent they are effective, and the ineffective

portion is recognised in the consolidated income statement within net

finance costs. Amounts are reclassified from the cash flow hedge reserve

to the consolidated income statement when the associated hedged

transaction affects the consolidated income statement.

Disclosures in the cash flow statement are consistent with the Group’s

definition of Borrowings which includes currency swaps.

F. SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of financial statements requires the Directors to

make judgements, estimates and assumptions about the application

of its accounting policies which affect the reported amounts of assets,

liabilities, income and expenses. Actual amounts and results may differ

from those estimates.

Judgements and estimates are evaluated regularly and are based on

historical experience and other factors, including expectations of future

events that are believed to be reasonable under the circumstances.

Any revisions to accounting estimates are recognised in the period in

which the estimate is revised.

Significant judgements

Accounting for disposal of Value Retail

The Group has historically accounted for its Value Retail interests as

an associated undertaking in accordance with IAS 28 ‘Investments in

Associates and Joint Ventures’. In May 2023, the Group announced

that its investment was non-core and it was seeking to dispose of its

interests in Value Retail. In the preparation of the 30 June 2024 interim

financial statements, the Directors assessed whether the investment

met the criteria under IFRS 5 to require reclassification to an asset held

for sale. Given the significant progress made towards agreeing and

signing a sale agreement, the Directors concluded that a sale was

“highly probable” and hence the Group’s interests were judged to have

met the criteria outlined in IFRS 5 to be reclassified to “held for sale”

within current assets. This was further evidenced, when on 22 July

2024, the Group entered into a binding sale agreement for the disposal

of its entire interests in Value Retail which subsequently completed on

18 September 2024.

On reclassification to “held for sale”, in accordance with IFRS 5, the

Group’s interests were re-measured to the lower of the carrying amount

and estimated fair value less sale costs. The fair value was based on the

contracted sale proceeds less estimated transaction costs and the

remeasurement resulted in a £483m impairment loss being recognised

in the 2024 condensed consolidated interim financial statements for

the period ended 30 June 2024. This impairment charge was reduced

by £11m over the period from reclassification to held for sale on

30 June 2024 to the completion of the disposal on 18 September 2024.

The movement was principally due to foreign exchange translation

differences between the two dates; distributions paid in relation to the

Group’s period of ownership; and the reclassification of tax on the

disposal which had been included in the estimated transaction costs

when assessing the impairment at 30 June 2024.

In addition, the sale of Value Retail represents a separate major line of

business and hence has been treated as a discontinued operation and the

results for the current and prior financial periods have been separately

disclosed from the continuing segments of the business. Further details

on the sale are provided in note 9 to the financial statements.

Specific higher provisioning levels may be applied where information is

available which suggests this is required, for instance if the likelihood of

default or occupier failure is deemed to be very high a full provision is

applied. Trade receivables are written off when there is no feasible

possibility of recovery and enforcement activity has ceased.

Some small differences in provision rates across segments exist which

reflect the typically experienced local collection rates by age category.

However, the effect on overall provisioning rate on the total gross

balance by segment is not material.

Cash and cash equivalents and restricted monetary assets

Cash and cash equivalents comprise cash and short term bank

deposits with an original maturity of three months or less which are

readily accessible.

Restricted monetary assets relate to cash balances which legally

belong to the Group but which the Group cannot readily access owing

to restrictions imposed by law or legislation and include cash and

monies held in escrow accounts for a specified purpose. These do not

meet the definition of cash and cash equivalents and consequently are

presented separately in the consolidated balance sheet.

Financial liabilities

Financial liabilities are those which involve a contractual obligation to

deliver cash or other financial asset to external parties at a future date.

Loans

Loans are recognised initially at fair value, after taking account of any

discount on issue and attributable transaction costs. Subsequently,

loans are held at amortised cost, such that discounts and costs are

charged as finance costs to the consolidated income statement over

the term of the borrowing at a constant return on the carrying amount

of the liability.

Trade and other payables

Trade payables (excluding derivative financial liabilities) are non-interest

bearing and are stated at cost which equates to their fair value.

Derivative financial instruments

The Group uses derivative financial instruments to economically hedge

its exposure to foreign currency movements and interest rate risks.

These instruments are recognised initially at fair value, which equates

to cost and subsequently remeasured at fair value, with changes in fair

value being included in the consolidated income statement, except

where hedge accounting is applied.

Derivative financial instruments are presented as current assets or

liabilities if they are expected to be settled within 12 months after the

end of the reporting period, otherwise they are held as non-current

assets or liabilities.

Hedge accounting is applied in respect of net investments in foreign

operations and of debt raised in non-functional currencies. The fair

value gain or loss on remeasurement of derivative financial instruments

and the exchange differences on non-derivative financial instruments

that are designated in a net investment hedge are recognised in the net

investment hedge reserve in total comprehensive income, to the extent

they are effective, and the ineffective portion is recognised in the

consolidated income statement within net finance costs. Amounts are

reclassified from the net investment hedge reserve to the consolidated

income statement when the associated hedged item is disposed of.

1. Basis of preparation, consolidation and material accounting policies continued

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

148 Hammerson plc Annual Report 2024

1. Basis of preparation, consolidation and material accounting policies continued

The 31 December 2024 reports include a general commentary on wider

issues including macro-economic uncertainty caused by cost

pressures, supply chain issues and ongoing high interest rates. Key

areas of judgement highlighted included:

– Estimation of market rents based on comparable leasing evidence

– Yield assumptions recognising the increasing level of market

transactions in the retail sector.

Other non-key factors considered included the levels of vacancy and

rent-free periods, environmental matters, and the impact of shortening

lease lengths.

Methodology

Investment properties are valued by adopting the ‘investment method’

of valuation. This approach involves applying capitalisation yields to

estimated future rental income streams reflecting contracted income

reverting to market rental income (‘ERV’) with appropriate adjustments

for income voids arising from vacancies, lease expiries or rent-free

periods. These capitalisation yields (nominal equivalent yield) and future

income streams are derived from comparable property and leasing

transactions and are considered to be the key inputs to the valuations.

Where comparable evidence of yield movement is lacking, valuers are

reliant on sentiment or the movement of less comparable assets.

Factors that have been taken into account include, but are not limited to,

the location and physical attributes of the property, tenure, tenancy

details, lease expiry profile, rent collection, local taxes, structural and

environmental conditions. With regards to the latter factor, the valuers

comply with the RICS Guidance Note Sustainability and ESG in

Commercial Property Valuation, which took effect from 31 January

2022, although make limited explicit adjustment to their valuations in

respect of ESG matters. However, both the Group and the valuers

anticipate that ESG will have a greater influence on valuations in the

future as investment markets place a greater emphasis on this topic.

A tailored approach is taken to the valuation of development properties

due to their unique nature. In the case of on-site developments, the

approach applied is the ‘residual’ method of valuation, which is the

investment method of valuation (as described above), with a deduction

for all costs necessary to complete the development together with an

allowance for risk and developers’ profit. Properties held for future

development are valued using the highest and best use method, by

adopting the higher of the residual valuation method, and the

investment method of valuation for the existing asset.

Valuations of the Group’s premium outlets held by Value Retail to date of

its disposal in September 2024 were calculated on a discounted cash

flow basis, utilising key assumptions such as net operating income, exit

yield, discount rate and forecast sales density growth.

Inputs to the valuations, some of which are ‘unobservable’ as defined by

IFRS 13, include capitalisation yields and ERV. These are dependent on

individual market characteristics. With other factors remaining

constant, an increase in ERV would increase valuations, whilst

increases in capitalisation yields would reduce values and vice versa.

However, there are interrelationships between unobservable inputs as

they are determined by market conditions. For example, an increase in

ERVs may be offset by an increase in yield, resulting in no net impact on

values. A sensitivity analysis of changes in key inputs is in note 12A.

Accounting for property transactions, including classification

of assets held for sale

The Group’s accounting policy for property transactions is to recognise

an acquisition or disposal on the date on which risks and rewards of

ownership transfer, which is usually the transaction completion date.

Consideration is also given on whether any potential transaction meet

the criteria under IFRS 5 to be reclassified as ‘held for sale’.

During 2024, the Group’s principal property transactions were:

– the disposal of Union Square, Aberdeen for gross proceeds of £111m

– the acquisition of the Group’s former joint venture partner’s 50%

stake in Westquay, Southampton for £135m (excluding transaction

costs), such that the Group now has 100% ownership.

The Union Square sale was recognised on completion in March.

While for the Westquay acquisition, the Group has two key elements to

reflect in the financial statements: a disposal of a joint venture, and the

acquisition of a subsidiary. Consideration was given as to the nature of

the acquisition as per IFRS 3, and the Directors’ concluded that the

acquisition was an asset acquisition rather than a business combination.

A key factor in this judgement was that the substance of the transaction

was a property acquisition within a corporate entity, where the entity

was unable to operate independent of Hammerson’s management.

Also, the predominant asset acquired was the Westquay flagship

destination, with the other sundry net assets acquired ancillary to the

property asset.

No other properties or investments met the criteria of IFRS 5 to be

classed as ‘held for sale’ for the 2024 financial statements.

Impairment of non-financial assets and liabilities

Most of the Group’s non-financial assets are investment properties and

are already carried at their fair value under IAS 40. Investments in joint

ventures and associates fall within the scope of IAS 28 and are

therefore only assessed for impairment where one or more events

cause an indicator of impairment versus the original investment.

Joint ventures and associates are accounted for under the equity

method, which equates to the Group’s share of the entity’s Net Asset

Value (‘NAV’). NAV is based on the fair value of the assets and liabilities,

measured in accordance with IFRS 13 ‘Fair Value Measurement’. There

are no indicators falling outside of NAV which are considered to be

grounds for further impairment review.

Climate risk

As part of the Group’s Task Force on Climate-related Financial

Disclosures (‘TCFD’) response, the impact of climate risk in the context

of the financial statements has been assessed. While recognising the

Group’s commitment to achieving Net Zero by 2030 as part of the wider

ESG strategy, climate risk has not had a material impact on the financial

reporting estimates and judgements in these financial statements.

Further information on the assessment is in the Audit Committee report

on page 99.

Significant estimates

Property valuations

The valuation of the Group’s property portfolio, either wholly owned or

co-owned with third parties, is the most material area of estimation due

to its inherent subjectivity, reliance on assumptions and sensitivity to

market fluctuations. The portfolio is valued by external valuers in

accordance with RICS Valuation – Global Standards.

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2. Proportionally consolidated information

As described in the Financial Review and note 3, for managing reporting purposes the Group evaluates the performance of its business on

a proportionally consolidated basis by aggregating its properties or entities which are wholly owned or in joint operations (‘Reported Group’) with

the Group’s proportionate share of joint ventures (see note 13) and associates (see note 14) which are under the Group’s management (‘Share of

Property interests’).

A. PROFIT/ LOSS FOR THE YEAR

Adjusted earnings, which are also calculated on a proportionally consolidated basis, is the Group’s primary profit measure and this is the basis

of information which is reported to the Board. The following table sets out a reconciliation from the Group’s loss for the year under IFRS to

Adjusted earnings.

						2024
						Proportionally consolidated
			Share of	Sub-total	Capital and
		Reported	Property	before	other
		Group	interests	adjustments	adjustments	Adjusted
	Note	£m	£m	£m	£m	£m
Revenue	4	121.1	126.3	247.4	–	247.4
Gross rental income	3A, 4	81.8	107.2	189.0	–	189.0
Service charge income	4	28.6	19.4	48.0	–	48.0
		110.4	126.6	237.0	–	237.0
Service charge expenses		(32.6)	(21.9)	(54.5)	–	(54.5)
Cost of sales	5A	(16.9)	(19.6)	(36.5)	–	(36.5)
Net rental income		60.9	85.1	146.0	–	146.0
Gross administration costs	5A	(48.4)	–	(48.4)	4.9	(43.5)
Other income	4	10.7	0.3	11.0	–	11.0
Net administration expenses		(37.7)	0.3	(37.4)	4.9	(32.5)
Profit from operating activities		23.2	85.4	108.6	4.9	113.5
Net revaluation losses on properties	12	(20.6)	(70.8)	(91.4)	91.4	–
Disposals
– Loss on sale of properties	8A	(9.2)	–	(9.2)	9.2	–
– Recycled exchange gains on disposal of overseas interests		9.9	–	9.9	(9.9)	–
Costs associated with pension scheme wind-up		(0.5)	–	(0.5)	0.5	–
Change in fair value of other investments		0.4	–	0.4	(0.4)	–
Other net gains		0.6	–	0.6	(0.6)	–
Share of results of joint ventures	13B	8.8	(8.8)	–	–	–
Income from other investments		1.1	–	1.1	–	1.1
Operating profit		13.1	5.8	18.9	95.7	114.6
Net finance costs	6	(55.4)	(5.8)	(61.2)	28.9	(32.3)
(Loss)/Profit before tax		(42.3)	–	(42.3)	124.6	82.3
Tax charge	7A	(2.5)	–	(2.5)	–	(2.5)
(Loss)/Profit from continuing operations		(44.8)	–	(44.8)	124.6	79.8
(Loss)/Profit from discontinued operations 3	9B	(481.5)	–	(481.5)	500.7	19.2
(Loss)/Profit for the year		(526.3)	–	(526.3)	625.3	99.0

1 Adjusting items, described above as ‘Capital and other adjustments’, are set out in note 10A.

2 Proportionally consolidated figure includes £10.1m (2023: £13.6m) of variable rents calculated by reference to occupiers’ turnover.

3 Discontinued operations reflect Value Retail, see note 9 for further details.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

150 Hammerson plc Annual Report 2024

						2023
						Proportionally consolidated
			Share of	Sub-total	Capital and
		Reported	Property	before	other
		Group	interests	adjustments	adjustments	Adjusted
	Note	£m	£m	£m	£m	£m
Revenue	4	134.3	132.4	266.7	–	266.7
Gross rental income	3A, 4	92.8	115.6	208.4	–	208.4
Service charge income	4	26.6	17.1	43.7	–	43.7
		119.4	132.7	252.1	–	252.1
Service charge expenses		(29.1)	(20.4)	(49.5)	–	(49.5)
Cost of sales	5A	(14.7)	(20.7)	(35.4)	0.3	(35.1)
Net rental income		75.6	91.6	167.2	0.3	167.5
Gross administration costs	5A	(64.3)	(0.4)	(64.7)	13.2	(51.5)
Other income	4	14.9	–	14.9	–	14.9
Net administration expenses		(49.4)	(0.4)	(49.8)	13.2	(36.6)
Profit from operating activities		26.2	91.2	117.4	13.5	130.9
Net revaluation losses on properties	12	(45.2)	(73.9)	(119.1)	119.1	–
Disposals
– Profit/(loss) on sale of properties	8A	1.3	(19.1)	(17.8)	17.8	–
– Recycled exchange gains on disposal of overseas interests		20.1	–	20.1	(20.1)	–
Change in fair value of other investments		(1.1)	–	(1.1)	1.1	–
Loss on sale of joint ventures and associates		(19.1)	19.1	–	–	–
Other net gains		1.2	–	1.2	(1.2)	–
Share of results of joint ventures	13B	9.4	(9.4)	–	–	–
Impairment of joint venture	8B	(22.2)	–	(22.2)	22.2	–
Share of results of associates	14B	1.2	(1.2)	–	–	–
Operating (loss)/profit		(29.4)	6.7	(22.7)	153.6	130.9
Net finance costs	6	(36.1)	(6.6)	(42.7)	(3.2)	(45.9)
(Loss)/Profit before tax		(65.5)	0.1	(65.4)	150.4	85.0
Tax charge	7A	(0.7)	(0.1)	(0.8)	–	(0.8)
(Loss)/Profit from continuing operations		(66.2)	–	(66.2)	150.4	84.2
Profit from discontinued operations 3	9B	14.8	–	14.8	17.3	32.1
(Loss)/Profit for the year		(51.4)	–	(51.4)	167.7	116.3

For footnotes see page 150.

2. Proportionally consolidated information continued

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B. BALANCE SHEET

The following table sets out the Group’s proportionally consolidated balance sheet, showing the aggregation of the assets and liabilities of entities

which are wholly owned or in joint operations (‘Reported Group’) with the Group’s ownership share of those in joint ventures or associates which

are under the Group’s management (‘Share of Property interests’).

				2024			2023
			Share of			Share of
		Reported	Property		Reported	Property
		Group	interests	Tot al	Group	interests	Total
Proportionally consolidated	Note	£m	£m	£m	£m	£m	£m
Non-current assets
Investment properties	12	1,487.0	1,172.0	2,659.0	1,396.2	1,379.9	2,7 76.1
Interests in leasehold properties		34.8	13.3	48.1	32.7	15.4	48.1
Right-of-use assets		7.5	–	7.5	3.9	–	3.9
Plant and equipment		0.4	–	0.4	0.9	–	0.9
Investment in joint ventures	13C	1,088.2	(1,088.2)	–	1,193.2	(1,193.2)	–
Investment in associates	14C	–	–	–	1,115.0	–	1,115.0
Other investments		9.2	–	9.2	8.8	–	8.8
Trade and other receivables	15A	0.2	1.2	1.4	1.9	1.3	3.2
Restricted monetary assets	16	21.4	–	21.4	21.4	–	21.4
		2,648.7	98.3	2,747.0	3,774.0	203.4	3,977.4
Current assets
Trade and other receivables	15B	87.6	22.9	110.5	74.1	22.0	96.1
Derivative financial instruments	19A	2.2	–	2.2	5.2	1.4	6.6
Restricted monetary assets	16	–	–	–	2.2	0.2	2.4
Cash and cash equivalents		737.9	76.3	814.2	472.3	97.3	569.6
		827.7	99.2	926.9	553.8	120.9	674.7
Total assets		3,476.4	197.5	3,673.9	4,327.8	324.3	4,652.1
Current liabilities
Trade and other payables	17	(109.3)	(39.7)	(149.0)	(129.8)	(46.0)	(175.8)
Obligations under head leases	20	(0.1)	–	(0.1)	(0.1)	–	(0.1)
Loans	18A	(337.8)	–	(337.8)	(108.6)	(260.0)	(368.6)
Tax		(2.8)	–	(2.8)	(0.3)	–	(0.3)
Derivative financial instruments	19A	(0.1)	–	(0.1)	(2.3)	–	(2.3)
		(450.1)	(39.7)	(489.8)	(241.1)	(306.0)	(547.1)
Non-current liabilities
Trade and other payables	17	(28.7)	(1.9)	(30.6)	(55.5)	(2.4)	(57.9)
Obligations under head leases	20	(39.7)	(13.7)	(53.4)	(37.3)	(15.8)	(53.1)
Loans	18A	(1,136.4)	(141.2)	(1,277.6)	(1,515.9)	–	(1,515.9)
Deferred tax		(0.4)	(0.1)	(0.5)	(0.4)	(0.1)	(0.5)
Derivative financial instruments	19A	–	(0.9)	(0.9)	(15.0)	–	(15.0)
		(1,205.2)	(157.8)	(1,363.0)	(1,624.1)	(18.3)	(1,642.4)
Total liabilities		(1,655.3)	(197.5)	(1,852.8)	(1,865.2)	(324.3)	(2,189.5)
Net assets		1,821.1	–	1,821.1	2,462.6	–	2,462.6
EPRA NTA adjustments	10B			4.3			79.4
EPRA NTA	11C			1,825.4			2,542.0
EPRA NTA per share	11C			£3.70			£5.08

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

2. Proportionally consolidated information continued

152 Hammerson plc Annual Report 2024

3. Segmental analysis

The Group’s reportable segments are determined by the internal performance reported to the Chief Operating Decision Makers which has been

determined to be the Group Executive Committee. Such reporting is both by sector and geographic location as these demonstrate different

characteristics and risks, are managed by separate teams and are the basis on which resources are allocated.

As described in the Financial Review, the Group evaluates the performance of its portfolio by aggregating its wholly owned properties and joint

operations in the ‘Reported Group’ with its ownership share of joint ventures and associates which are under the Group’s management (‘Share of

Property interests’) on a proportionally consolidated line-by-line basis. The Group does not proportionally consolidate the Group’s investment in

Value Retail as, prior to its disposal in September 2024, it was not under the Group’s management, and instead monitored the performance of this

investment separately as its share of results of associates as reported under IFRS.

The Group’s activities presented on a proportionally consolidated basis including Share of Property interests are:

– Flagship destinations

– Developments and other

As explained in notes 1F and 9, following the reclassification of the Group’s investment in Value Retail and subsequent disposal in September 2024,

this segment has been re-presented as a discontinued operation and has been excluded from the “Investment properties by segment” table below.

Total assets are not monitored by segment and resource allocation is based on the distribution of property assets between segments.

A. INCOME AND PROFIT BY SEGMENT

	Gross rental income			Adjusted net rental income
	2024	2023	2024	2023
	£m	£m	£m	£m
Flagship destinations
UK	80.0	92.8	61.6	72.9
France	55.3	58.6	43.6	49.4
Ireland	37.7	40.0	32.8	36.3
	173.0	191.4	138.0	158.6
Developments and other	16.0	17.0	8.0	8.9
Group portfolio – proportionally consolidated	189.0	208.4	146.0	167.5
Less Share of Property interests – continuing operations	(107.2)	(115.6)	(85.1)	(91.7)
Reported Group – continuing operations	81.8	92.8	60.9	75.8

B. INVESTMENT PROPERTIES BY SEGMENT

				2024			2023
				Net			Net
		Property	Capital	revaluation	Property	Capital	revaluation
		valuation	expenditure	losses	valuation 2	expenditure 2	losses
	Note	£m	£m	£m	£m	£m	£m
Flagship destinations
UK	12A	915.3	15.9	16.8	863.1	13.9	(21.8)
France	12A	964.1	10.1	4.5	1,003.3	14.3	(15.2)
Ireland	12A	522.0	2.3	(82.6)	629.7	5.4	(37.5)
		2,401.4	28.3	(61.3)	2,496.1	33.6	(74.5)
Developments and other		257.6	11.7	(30.1)	280.0	13.3	(44.6)
Group portfolio – proportionally consolidated		2,659.0	40.0	(91.4)	2 ,7 76.1	46.9	(119.1)
Less Share of Property interests	13C	(1,172.0)	(24.9)	70.8	(1,379.9)	(27.3)	73.9
Reported Group	12	1,487.0	15.1	(20.6)	1,396.2	19.6	(45.2)

1 Continuing operations.

2 2023 figures have been re-presented to exclude the Group’s share of Value Retail following its disposal in September 2024 and its re-presentation as a discontinued operation.

3 The property valuation of Share of Property interest comprises UK Flagship destinations of £630.1m (2023: £741.8m) and Ireland flagship destinations of £412.7m

(2023: £485.2m) and Developments and other properties of £129.2m (2023: £152.9m).

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C. ANALYSIS OF NON CURRENT ASSETS

	2024	2023
	£m	£m
UK	1,159.4	1,116.6
France	1,008.7	2,165.5
Ireland	480.6	491.9
Tot a l	2,648.7	3,774.0

1 Includes financial instruments of £30.6m (2023: £30.2m) of which £21.4m (2023: £21.4m) relates to the UK and the remainder of £9.2m (2023: £8.8m) to Continental Europe.

4. Revenue

		2024	2023
	Note	£m	£m
Base rent		63.9	69.6
Turnover rent		3.0	4.7
Car park income		9.3	10.9
Lease incentive recognition		2.8	3.2
Other rental income		2.8	4.4
Gross rental income	2	81.8	92.8
Service charge income	2	28.6	26.6
Other income
– Property fee income		6.3	8.4
– Joint venture and associate management fees		4.4	6.5
		10.7	14.9
Total – continuing operations		121.1	134.3

1 Revenue for these categories amount to £48.6m (2023: £52.4m) and are recognised under IFRS 15 ‘Revenue from Contracts with Customers’. All other revenue is

recognised in accordance with IFRS 16 ‘Leases’.

5. Costs

A. PROFIT FROM OPERATING ACTIVITIES IS STATED AFTER CHARGING:

	2024	2023
Cost of sales	£m	£m
Ground rents payable	1.1	1.1
Inclusive lease costs recovered through rent	2.4	2.8
Other property outgoings	13.4	10.8
	16.9	14.7

		2024	2023
Gross administration costs	Note	£m	£m
Employee costs	5B	27.8	35.2
Depreciation		1.4	3.0
Other administration costs		14.3	12.9
Business transformation costs	10A	4.9	13.2
		48.4	64.3

1 Includes charges and credits in respect of expected credit losses as set out in note 15D.

2 Comprises predominantly professional fees (mainly audit, valuation and legal), corporate office costs and insurances, and IT related costs.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

3. Segmental analysis continued

154 Hammerson plc Annual Report 2024

5. Costs continued

B. EMPLOYEE COSTS

	2024	2023
	£m	£m
Wages and salaries (including bonuses)	19.2	24.4
Social security	3.2	4.9
Other pension costs	1.7	2.4
Share-based remuneration	4.3	3.6
	28.4	35.3
Capitalised into development properties	(0.6)	(0.1)
Tot a l	27.8	35.2

1 Share-based remuneration comprises the share element of performance related bonuses (where the other element is paid in cash) and longer term share plans, some of

which contain performance conditions and where further information is provided in the Directors’ Remuneration report.

C. EMPLOYEE NUMBERS

	2024	2023
	number	number
Average number of employees	138	199
Number of employees whose costs are recharged to occupiers, included above	4	24

D. SHARE BASED PAYMENTS

Share-based remuneration charge comprises a number of equity settled share schemes which the Group operates for certain employees of the

Group. At 31 December 2024, there were no shares exercisable under any of these schemes (2023: none). Details of each scheme are as follows:

Restricted Share Schemes (‘RSS’ and ‘RSSBB’) and Long Term Incentive Plan (‘LTIP’)

The RSS applies to the Executive Directors, through the grant of £nil cost options, which vest one third each on the third, fourth and fifth

anniversaries of the date of the award (with an additional two years minimum holding period). There is a vesting performance underpin which is

measured at the end of the third anniversary. The RSS superseded the Company’s LTIP in 2019. The RSSBB was a new scheme launched in 2023

which applies to members of the Group Executive Committee, excluding Executive Directors, also through the grant of £nil cost options but which

vest in total on the third anniversary of the date of the award. In common with the RSS there is also a vesting performance underpin measured at

the end of the third anniversary.

	2024	2023
	number	number
1 January	26,990,059	15,576,073
Granted	10,520,516	11,855,560
Lapsed	–	(441,574)
Share consolidation (see note 21A)	(33,735,156)	–
31 December	3,775,419	26,990,059

Weighted average	2024	2023
Fair value of awards granted	£2.71	24p
Share price at date of exercise	n/a	n/a
Remaining contractual life	1.4 years	2.1 years

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5. Costs continued

D. SHAREBASED PAYMENTS continued

Restricted Share Plan (‘RSP’)

UK eligible employees are granted £nil cost options which have a vesting period of three years from the award date. There are no performance

criteria to be satisfied for the awards to vest, the employee only needs to be in employment on the third anniversary from the award date.

	2024	2023
	number	number
1 January	12,438,657	18,410,753
Granted	3,033,862	4,192,451
Exercised	(4,794,046)	(8,735,735)
Forfeited	(1,148,079)	(1,428,812)
Share consolidation (see note 21A)	(8,559,196)	–
31 December	971,198	12,438,657
Weighted average	2024	2023
Fair value of awards granted	£2.70	24p
Share price at date of exercise	£2.86	23p
Remaining contractual life	1.1 years	1.2 years

Deferred Bonus Share Scheme (‘DBSS’)

The DBSS is open to Executive Directors and senior management where a deferred element of their annual performance related incentive plan

is settled in shares which are deferred for a period of two years from the award date and where the other element of this plan is settled in cash.

The share awards are satisfied through the grant of £nil cost options.

	2024	2023
	number	number
1 January	7,467,523	2,761,940
Granted	5,118,753	4,705,583
Exercised	(2,826,245)	–
Share consolidation (see note 21A)	(8,784,050)	–
31 December	975,981	7,467,523

Weighted average	2024	2023
Fair value of awards granted	£2.69	24p
Share price at date of exercise	£2.84	n/a
Remaining contractual life	0.7 years	1.1 years

Other schemes

French share scheme

Eligible employees in France are granted £nil cost options which have a vesting period of two years, and a further holding period of two years, from

the award date. There are no performance conditions to be satisfied for the awards to vest, the employee only needs to be in employment on the

second anniversary of the award date.

Share Incentive Plan (‘SIP’)

Eligible UK employees are invited to invest up to £1,800 per annum tax free in SIP partnership shares. As an incentive to participants, the Company

will match each partnership share with one matching share. The vesting period is three years from the award date.

Savings related share option scheme

UK eligible employees may participate in this scheme by choosing to enter into one or more contracts for a three or five year term and save up to

a total of £500 per month. At the end of the contract employees may exercise an option to purchase shares in the Company at the option price,

which is set at the beginning of the contract at a discount of up to 20% of the prevailing share price at the time the invitation is launched.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

156 Hammerson plc Annual Report 2024

5. Costs continued

E. AUDITOR REMUNERATION

	2024	2023
	£m	£m
Audit of the Group and Company financial statements	1.0	1.0
Audit of subsidiaries	0.4	0.5
Audit related assurance services, including interim review	0.3	0.3
	1.7	1.8
Non-audit services	0.3	0.1
Total auditor remuneration	2.0	1.9

1 2024 non-audit services relate to reporting accountant work in respect of the Group’s Euro Medium Term Note programme and on the Value Retail disposal. Services in

2023 related to reporting accountant work in respect of the £100m bond issue.

2 Excludes the additional amounts of £0.2m (2023: £0.2m) incurred in respect of the Group’s share of audit services undertaken on behalf of its joint ventures.

6. Net finance costs

	2024	2023
	£m	£m
Discount on redemption of bonds	–	4.3
Interest receivable on derivatives	11.3	12.8
Bank and other interest receivable	28.7	18.1
Finance income	40.0	35.2
Interest on bank loans and overdrafts	(4.1)	(4.5)
Interest on bonds and related charges	(59.6)	(59.2)
Interest on senior notes and related charges	(2.6)	(5.4)
Interest on obligations under head leases and other lease obligations	(2.2)	(2.2)
Other interest payable	(0.2)	(0.7)
Gross interest costs	(68.7)	(72.0)
Premium on redemption of bonds	(25.5)	–
Fair value (losses)/gains on derivatives	(1.2)	0.7
Finance costs	(95.4)	(71.3)
Net finance costs – continuing operations	(55.4)	(36.1)

7. Tax charge

A. TAX CHARGE

	2024	2023
	£m	£m
UK current tax	2.4	–
Foreign current tax	0.1	0.7
Tax charge – continuing operations	2.5	0.7

The Group’s tax charge on its underlying property rental business remains low because it has tax exempt status in its principal operating countries.

The Group has been a REIT in the UK since 2007 and a SIIC in France since 2004. These tax regimes exempt the Group’s property income and

gains from corporate taxes, provided a number of conditions in relation to the Group’s activities are met. These conditions include, but are not

limited to, distributing at least 90% of the Group’s UK tax exempt profits as property income distributions (‘PID’) with equivalent tests of 95% on

French tax exempt property profits and 70% of tax exempt property gains.

Based on preliminary calculations, the Group has met the REIT and SIIC conditions for 2024. The residual profit in the UK and France, which is

not exempt under the REIT and SIIC rules respectively, is subject to corporation tax as normal. The Irish assets are held in a QIAIF which

provides similar tax benefits to those of a UK REIT but which subjects dividends and certain excessive interest payments to a 20% withholding

tax. The Group is committed to remaining in these tax exempt regimes for the foreseeable future.

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7. Tax charge continued

The Group operates in a number of jurisdictions and is subject to periodic reviews and challenges by local tax authorities on a range of tax matters

during its normal course of business. Tax impacts can be uncertain until a conclusion is reached with the relevant tax authority or through a legal

process. The Group uses in-house expertise when assessing uncertain tax positions and seeks the advice of external professional advisors where

appropriate. The Group believes that its tax liability accruals are adequate for all open tax years based on its assessment of many factors,

including tax laws and prior experience.

B. TAX CHARGE RECONCILIATION

		2024	2023
	Note	£m	£m
Loss before tax – continuing operations	2	(42.3)	(50.7)
Loss before tax – discontinued operations	2	(481.5)	(14.8)
Profit after tax of joint ventures	13B	(8.8)	(9.4)
Profit after tax of associates	14B	–	(1.2)
Loss on ordinary activities before tax		(532.6)	(76.1)
Tax at the UK corporation tax rate of 25% (2023: 25%)		(133.2)	(19.0)
UK REIT tax exemption		72.6	12.8
French SIIC tax exemption		(3.6)	4.0
Irish QIAIF tax exemption		12.0	2.3
Non-deductible and other items		54.7	0.6
Tax charge		2.5	0.7

C. UNRECOGNISED DEFERRED TAX

A deferred tax asset is not recognised for UK revenue losses or capital losses where their future utilisation is uncertain. At 31 December 2024,

the total of such losses was £639m (2023: £556m) and £588m (2023: £645m) respectively, and the potential tax effect of these was £159m

(2023: £139m) and £145m (2023: £161m) respectively.

Deferred tax is not provided on potential gains on investments in subsidiaries and joint ventures when the Group can control whether gains

crystallise and it is probable that gains will not arise in the foreseeable future. At 31 December 2024, the total of such gains was £133m (2023:

£133m) and the potential tax effect before the offset of losses was £33m (2023: £33m).

If a UK REIT sells a property within three years of completion of development, the REIT exemption will not apply. However, the Group had no

completed properties falling within this timeframe but also has available capital losses to cover taxes arising if the circumstance were to arise.

Deferred tax is also not recognised in respect of withholding tax on taxable events on the basis the Group controls when such taxable events may occur.

8. Property disposals and impairment on derecognition of joint ventures

A. DISPOSALS

Year ended 31 December 2024

On 15 March 2024, the Group raised cash proceeds of £111m from the disposal of its 100% interest in Union Square, Aberdeen which was 8%

below its 31 December 2023 book value. Also, in March 2024, the Group completed the sale of the ancillary wholly owned property at O’Parinor

for £6m, this sale was in line with the 31 December 2023 book value.

These disposals, in addition to some small changes in selling costs associated with properties sold in previous years, raised £117.4m in net

proceeds and resulted in a total net loss on disposal of £9.2m.

Year ended 31 December 2023

On 31 March 2023, the Group raised cash proceeds of €164m (£144m) from the disposal of its 25% associate stake in Italie Deux in Paris and the

wholly owned Italik extension. 75% of the Italik extension had been classified as a trading property up to the point of disposal.

On 21 April 2023, the Group completed the sale of its 50% joint venture investment in Centrale and Whitgift in Croydon for cash proceeds of £70m.

Also during the year the Group raised further cash proceeds of £2m from the sale of ancillary non-core land.

In total these disposals resulted in an overall loss on sale of £17.8m. This reflects a profit on disposal of £1.3m in the Reported Group, offset by

a loss of £19.1m associated with the sale of joint ventures (Share of Property Interests) as reported in note 2.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

158 Hammerson plc Annual Report 2024

8. Property disposals and impairment on derecognition of joint ventures continued

B. IMPAIRMENT ON DERECOGNITION OF JOINT VENTURES

Year ended 31 December 2023

At 31 December 2022, the Group’s Highcross and O’Parinor joint ventures, in which the Group had 50% and 25% interests respectively had £125m

of debt secured against the property interests which were non-recourse to the Group. In both cases the loans were in breach of certain conditions

and the Group had been working constructively with the respective lenders on options to realise “best value” for all stakeholders.

On 9 February 2023, a receiver was appointed to administer Highcross for the benefit of the creditors and, as a result of no longer having joint

control the Group derecognised its share of assets and liabilities, including the property value and £80m of debt. There was no loss on

derecognition as the Group’s joint venture investment in Highcross had been fully impaired at 31 December 2021, from which date the Group

had ceased recognising the results of this joint venture in the consolidated income statement.

On 30 June 2023, the lenders for O’Parinor took control of the joint venture. At that point the Group fully impaired its joint venture investment

by £22.2m and derecognised its share of assets and liabilities, including the property value of £61m and £45m of secured borrowings.

9. Discontinued operations and assets and liabilities classified as held for sale

A. VALUE RETAIL DISPOSAL

On 22 July 2024, the Group announced it had entered into a binding sale agreement for the disposal of its entire interests in Value Retail for cash

proceeds of €705m (£595m). The disposal completed on 18 September 2024.

The Group had historically accounted for its Value Retail interests as an associated undertaking. However, at the time of preparing the 2024

condensed interim financial statements, the Directors concluded that at 30 June 2024, given the significant progress made towards agreeing and

signing a sale agreement, that a sale was “highly probable” and hence the Group’s interests were judged to have met the criteria outlined in IFRS 5

to be reclassified to being “held for sale” within current assets.

On reclassification to an asset “held for sale” at 30 June 2024, in accordance with IFRS 5, the Group’s interests were re-measured to the lower

of the carrying amount and estimated fair value less sale costs at completion. The fair value was based on the contracted sale proceeds less

estimated transaction costs, including tax, of £15m, and the remeasurement resulted in the recognition of a £483.0m impairment loss in the

condensed interim financial statements. The fair value represents a Level 2 measurement basis as defined in IFRS 13 (see note 19).

Following reclassification to an asset “held for sale”, the Group ceased to equity account for the investment and reassessed the impairment loss at

the date the disposal completed on 18 September resulting in a £11.1m reduction of the impairment. The movement in impairment post reclassification

was principally due to foreign exchange translation differences between the exchange rate prevailing on 30 June 2024 and 18 September 2024 of

£3m; distributions of £8m in relation to the Group’s period of ownership; and the removal of an allowance of £4.5m for potential tax associated with

the sale which had been included in the estimated transaction costs when assessing the impairment at 30 June 2024.

In addition, the sale of Value Retail represents a separate major line of the business and hence has been treated as a discontinued operation and

the results for the current and prior financial periods have been separately disclosed from the continuing segments of the business.

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9. Discontinued operations and assets and liabilities classified as held for sale continued

B. LOSS /PROFIT FROM DISCONTINUED OPERATIONS VALUE RETAIL

		Year ended		Year ended
		31 December 2024		31 December 2023
		£m		£m
	100%	Group share	100%	Group share
Gross rental income	235.8	80.8	482.7	162.4
Net rental income	163.4	58.2	330.6	114.5
Administration expenses	(85.4)	(28.1)	(156.9)	(51.4)
Profit from operating activities	78.0	30.1	173.7	63.1
Revaluation (losses)/gains on properties	(61.2)	(24.9)	15.8	(7.7)
Impairment recognised on reclassification to held for sale	–	(483.0)	–	–
Reduction in impairment after reclassification to held for sale	–	11.1	–	–
	–	(471.9)	–	–
Operating profit/(loss)	16.8	(466.7)	189.5	55.4
Interest costs	(52.9)	(19.4)	(97.0)	(35.2)
Fair value losses on derivatives	(8.3)	(2.4)	(47.5)	(11.1)
Fair value gains on participative loans – other movements	–	2.4	–	6.5
Fair value gains on participative loans – revaluation movement	–	2.2	–	9.1
Net finance costs	(61.2)	(17.2)	(144.5)	(30.7)
(Loss)/Profit before tax	(44.4)	(483.9)	45.0	24.7
Current tax charge	(7.6)	(1.7)	(12.9)	(2.5)
Deferred tax credit/(charge)	15.2	4.1	(28.9)	(7.4)
(Loss)/Profit for the year	(36.8)	(481.5)	3.2	14.8
Adjustments for adjusted earnings (note 10A)		500.7		17.3
Adjusted earnings 1		19.2		32.1

1 Adjusted earnings include £7.5m relating to the period between reclassification to held for sale and disposal. See note 10A for further details.

Figures above reflect the Group’s share of Value Retail’s results, except the impairment associated with the reclassification to held for sale which

relates to the Reported Group. The figures for 2024 reflect the first half of 2024 during which the Group’s investment in Value Retail was classified

as an associate but on 30 June 2024 was reclassified as an asset held for sale and equity accounting ceased.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

160 Hammerson plc Annual Report 2024

9. Discontinued operations and assets and liabilities classified as held for sale continued

C. SUMMARY OF ASSETS AND LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE AT JUNE

	Reported	Investments
	Group	in associates	Tot al
	£m	£m	£m
Non-current assets
Investment properties	–	1,753.9	1,753.9
Other non-current assets	1.7	96.2	97.9
	1.7	1,850.1	1,851.8
Current assets
Cash and cash equivalents	–	61.7	61.7
Other current assets	–	33.7	33.7
	–	95.4	95.4
Total assets	1.7	1,945.5	1,947.2
Current liabilities
Loans	–	(192.9)	(192.9)
Other payables	–	(54.7)	(54.7)
	–	(247.6)	(247.6)
Non-current liabilities
Loans	–	(557.2)	(557.2)
Participative loan	–	(97.6)	(97.6)
Other payables, including deferred tax	(22.7)	(166.5)	(189.2)
	(22.7)	(821.3)	(844.0)
Total liabilities	(22.7)	(1,068.9)	(1,091.6)
Net assets	(21.0)	876.6	855.6
Reverse participative loans	–	210.4	210.4
Net asset value pre-impairment	(21.0)	1,087.0	1,066.0
Impairment recognised on reclassification to held for sale			(483.0)
Net assets held for sale			583.0

1 The Reported Group included a €2.0m (£1.7m) loan to an intermediate holding company of Value Retail and £22.7m of distributions received in advance from Value

Retail, both items were included in the sale.

2 At Group share.

The impairment loss of £483.0m was calculated based on cash proceeds in the sale agreement, less expected transaction costs, including tax,

of £15m, compared to the value of the net assets shown above, including the investment properties which were remeasured to fair value at the date

of reclassification.

In addition, the cumulative other comprehensive income in relation to foreign exchange and hedge reserve movements relating to the Group’s

investment in Value Retail of £49.6m have been recycled to the income statement on completion of the disposal.

D. CASH FLOWS

	Year ended	Year ended
	31 December 2024	31 December 2023
	£m	£m
Distributions and capital returns received from associates	19.4	73.6
Cash inflows from investing activities	19.4	73.6

There were no other cash flows from operating or financing activities in the current or prior financial years.

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10. Performance measures – (Loss)/earnings and net assets

As explained on page 36 of the Financial Review, the Group uses a number of alternative performance measures (‘APMs’), being financial

measures not specified under IFRS, to monitor the performance of the business. In addition to the IFRS figures, we present EPRA, Headline and

Adjusted earnings and three EPRA net asset measures. The reconciliation of each of these measures to IFRS is presented below:

A. ALTERNATIVE EARNINGS MEASURES

		2024	2023
		£m	£m
Loss for the year – IFRS		(526.3)	(51.4)
Adjustments:
Net revaluation losses on property portfolio (excluding Value Retail)		91.4	119.1
Disposals:
–	Loss/(Profit) on sale of properties 1	9.2	(1.3)
–	Loss on sale of joint ventures and associates 1	–	19.1
–	Recycled exchange gains on disposal of overseas property interests	(9.9)	(20.1)
Joint venture related:
–	Impairment of joint venture	–	22.2
Value Retail related (discontinued operations):
–	Revaluation losses	24.9	7.7
–	Deferred tax	(4.1)	7.4
–	Change in fair value of financial asset	0.3	0.2
–	Net impairment charge	471.9	–
Sub-total: Adjustments for Headline earnings		583.7	154.3
Value Retail related (discontinued operations):
–	Change in fair value of derivatives	2.4	11.1
–	Change in fair value of participative loans	(2.2)	(9.1)
Included in net finance costs:
–	Premium/(Discount) on redemption of bonds	25.5	(4.3)
–	Change in fair value of derivatives	3.4	1 .1
Change in fair value of other investments		(0.4)	1.1
Sub-total: Adjustments for EPRA earnings		612.4	154.2
Included in profit from operating activities:
–	Costs associated with pension scheme wind-up	0.5	–
–	Business transformation costs	4.9	13.2
–	Change in provision for amounts not yet recognised in the income statement	–	0.3
–	Income from assets held for sale (discontinued operations)	7.5	–
Total: Adjustments for Adjusted earnings		625.3	167.7
Headline earnings		57.4	102.9
EPRA earnings 12		86.1	102.8
Adjusted earnings		99.0	116.3

1 See note 8 for further details.

2 Exchange gains previously recognised in equity until disposal, in relation to the sale of Value Retail in 2024 and Italie Deux and O’Parinor in 2023.

3 In 2023 relates to the impairment resulting from the derecognition of the O’Parinor joint venture, see note 8 for details.

4 Impairment charge on reclassification of Group’s interests in Value Retail. Includes £483m charge recognised upon reclassification at 30 June 2024, less £11.1m

reduction post reclassification. See note 9 for details.

5 The change in fair value of derivatives and participative loans are excluded from EPRA and Adjusted earnings as the gains and losses are unrealised and reflect

mark-to-market movements in the year which will unwind assuming the instruments are held to maturity.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

162 Hammerson plc Annual Report 2024

10. Performance measures – (Loss)/earnings and net assets continued

6 Financing items comprise:

			2024			2023
		Share of			Share of
	Reported	Property		Reported	Property
	Group	interests	Tot a l	Group	interests	Total
	£m	£m	£m	£m	£m	£m
Premium/(Discount) on redemption of bonds	25.5	–	25.5	(4.3)	–	(4.3)
Change in fair value of derivatives	1.2	2.2	3.4	(0.7)	1.8	1.1
	26.7	2.2	28.9	(5.0)	1.8	(3.2)

The write off of up-front fees arising on early cancellation or early repayment redemption premiums are considered outside of day-to-day financing activities and are

accordingly excluded from adjusted earnings.

7 Relates to the fair value movement based on the fair value of the underlying net assets of the Group’s 7.3% investment in VIA Outlets Zweibrucken B.V.

8 As explained in note 23, in the first half of 2024 the Group wound up its principal defined benefit scheme and incurred fees of £0.5m on this one-off activity which

management have determined do not represent the underlying activities of the Group.

9 Business transformation costs comprise:

	2024	2023
	£m	£m
Employee severance	(0.3)	6.3
IT transformation costs	4.6	4.5
Other costs (principally premises related costs)	0.6	2.4
	4.9	13.2

Such costs relate to the strategic and operational review undertaken to determine the Group’s strategy which was announced during 2021. The related costs are

incremental and do not form part of underlying trading. These costs have been incurred since the announcement of the strategy and the final transformation activities

will take place in 2025.

10 Reflects a charge in 2023 (2024: £nil) for expected credit losses in accordance with the technical interpretation of IFRS 9 irrespective of whether the income to which

the provision relates has been recognised in the consolidated income statement or is deferred on the balance sheet. Because of the mismatch this causes between the

cost of provision being recognised in one accounting period and the related revenue being recognised in the following accounting period, the adjustment eradicates this

distortion. The charge of £0.3m is split £0.2m for the Reported Group and £0.1m for Share of Property interests.

11 Reflects the Group’s share of adjusted earnings from its investment in Value Retail over the period from reclassification to an asset held for sale on 30 June 2024 to the

date of disposal on 18 September 2024. The adjustment has been calculated on a consistent basis as when the investment in Value Retail had been classified as an

associate. See note 9 for further details.

12 As explained in note 1, in September 2024, EPRA issued updated EPRA earnings guidelines within its Best Practice Recommendations framework. These included the

addition of two new adjustment categories relating to funding structures and non-operating and exceptional items. In relation to EPRA earnings, the Group will adopt

these new guidelines for its next reporting period, beginning 1 January 2025.

B. ALTERNATIVE NET ASSET MEASURES

The Group uses the EPRA best practice guidelines incorporating three measures of net asset value: EPRA Net Tangible Assets (‘NTA’),

Net Reinstatement Value (‘NRV’) and Net Disposal Value (‘NDV’). EPRA NTA is considered to be the most relevant measure for the Group.

A reconciliation between IFRS net assets and the three EPRA net asset valuation metrics is set out below.

				2024
		Share of
	Reported	Property
	Group	interests	Value Retail	Tot al
	£m	£m	£m	£m
Reported balance sheet net assets (equity shareholders’ funds)	1,821.1	–	–	1,821.1
Change to reflect fair value of borrowings	22.8	(3.4)	–	19.4
EPRA NDV				1,840.5
Deduct change to reflect fair value of borrowings	(22.8)	3.4	–	(19.4)
Deferred tax – 50% share	0.2	0.1	–	0.3
Fair value of currency swaps as a result of interest rates	3.0	–	–	3.0
Fair value of interest rate swaps	0.1	0.9	–	1.0
EPRA NTA				1,825.4
Deferred tax – remaining 50% share	0.2	–	–	0.2
Purchasers’ costs	165.6	–	–	165.6
EPRA NRV				1,991.2

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10. Performance measures – (Loss)/earnings and net assets continued

B. ALTERNATIVE NET ASSET MEASURES continued

				2023
		Share of
	Reported	Property
	Group	interests	Value Retail	Total
	£m	£m	£m	£m
Reported balance sheet net assets (equity shareholders’ funds)	2,462.6	–	–	2,462.6
Change in fair value of borrowings	36.7	(0.2)	–	36.5
EPRA NDV				2,499.1
Deduct change in fair value of borrowings	(36.7)	0.2	–	(36.5)
Deferred tax – 50% share	0.2	0.1	100.7	101.0
Fair value of currency swaps as a result of interest rates	1.0	–	–	1.0
Fair value of interest rate swaps	0.7	(1.3)	(22.0)	(22.6)
EPRA NTA				2,542.0
Deferred tax – remaining 50% share	0.2	–	100.7	100.9
Purchasers’ costs	302.9	–	–	302.9
EPRA NRV				2,945.8

1 Applicable for EPRA NDV calculation only and hence the adjustment is reversed for EPRA NTA and EPRA NRV, see note 19F.

2 As per the EPRA guidance we have chosen to exclude 50% of deferred tax for EPRA NTA purposes.

3 Excludes impact of foreign exchange.

4 Represents property transfer taxes and fees payable should the Group’s entire property portfolio be acquired at year end market rates. 2024 excludes Value Retail, per

footnote 1 above, and 2023 includes Value Retail.

11. (Loss)/earnings per share and net asset value per share

The calculations of the (loss)/earnings per share (‘EPS’) measures set out below are based on (loss)/profit for the year calculated on IFRS,

Headline, EPRA and Adjusted bases as shown in note 10A and the weighted average number of shares in issue during the year. Headline, EPRA

and Adjusted earnings per share and EPRA Net assets per share measures are all Alternative Performance Measures (‘APMs’). See page 36 of the

Financial Review for more details on the Group’s approach to APMs.

Headline EPS has been calculated in accordance with the requirements of the Johannesburg Stock Exchange listing requirements. EPRA has

issued recommended bases for the calculation of certain per share information which includes net asset value per share as well as EPS.

Basic EPS measures are calculated by dividing the earnings attributable to the equity shareholders of the Company by the weighted average number

of shares outstanding during the year. Diluted EPS measures are calculated on the same basis as basic EPS but with a further adjustment to the

weighted average number of shares outstanding to assume conversion of all potentially dilutive ordinary shares. Such potentially dilutive ordinary

shares comprise share options and awards granted to colleagues where the exercise price is less than the average market price of the Company’s

ordinary shares during the year and any unvested shares which have met, or are expected to meet, the performance conditions at the end of the year.

To the extent that there is no dilution, this arises due to the anti-dilutive effect of all such shares, or under IFRS if the Group records a loss for the year.

Net assets per share comprise net assets calculated in accordance with EPRA guidelines, as set out in note 10B, divided by the number of shares

in issue at the year end.

A. NUMBER OF ORDINARY SHARES FOR PER SHARE CALCULATIONS

	31 December	31 December
	2024	2023
	million	million
Weighted average number of shares
For purposes of basic and diluted IFRS EPS	496.7	497.1
Effect of potentially dilutive shares (share options)	1.7	1.1
For purposes of diluted Headline, EPRA and Adjusted EPS	498.4	498.2

	As at	As at
	31 December	31 December
	2024	2023
Shares in issue (for purposes of net asset per share calculations)	493.2	500.2

1 The number of shares at 31 December 2023 has been restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 21 for further details.

2 As the Group reported an IFRS loss for the year in both 2024 and 2023, dilutive shares are excluded in calculating diluted IFRS EPS.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

164 Hammerson plc Annual Report 2024

11. (Loss)/earnings per share and net asset value per share continued

B. LOSS /EARNINGS PER SHARE

			(Loss)/Earnings				(Loss)/Earnings per share
					Basic		Diluted
		Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
		31 December	31 December	31 December	31 December	31 December	31 December
		2024	2023	2024	2023	2024	2023 1
	Note	£m	£m	pence	pence	pence	pence
Continuing operations		(44.8)	(66.2)	(9.0)	(13.3)	(9.0)	(13.3)
Discontinued operations		(481.5)	14.8	(97.0)	3.0	(97.0)	3.0
IFRS		(526.3)	(51.4)	(106.0)	(10.3)	(106.0)	(10.3)
Headline	10A	57.4	102.9	11.6	20.7	11.5	20.7
EPRA	10A	86.1	102.8	17.3	20.7	17.3	20.6
Adjusted	10A	99.0	116.3	19.9	23.4	19.9	23.3

1 Restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 21 for further details.

C. NET ASSET VALUE PER SHARE

			Net asset value		Net asset value per share
		31 December	31 December	31 December	31 December
		2024	2023	2024	2023
	Note	£m	£m	£	£
EPRA NDV	10B	1,840.5	2,499.1	3.73	5.00
EPRA NTA	10B	1,825.4	2,542.0	3.70	5.08
EPRA NRV	10B	1,991.2	2,945.8	4.04	5.89

1 Restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 21 for further details.

12. Properties

	2024			2023
	Investment	Investment	Trading
	properties	properties	properties	Total
	£m	£m	£m	£m
At 1 January	1,396.2	1,461.0	36.2	1,497.2
Net revaluation losses	(20.6)	(45.2)	–	(45.2)
Transfer from investment in joint ventures 1	140.9	–	–	–
Acquisitions	140.1	–	–	–
Capital expenditure	15.1	19.6	–	19.6
Disposals (see note 8)	(127.8)	(11.9)	(36.2)	(48.1)
Exchange adjustment	(56.9)	(27.3)	–	(27.3)
At 31 December	1,487.0	1,396.2	–	1,396.2

			2024			2023
		Long			Long
	Freehold	leasehold	Tot al	Freehold	leasehold	Total
	£m	£m	£m	£m	£m	£m
Valuation analysis by tenure	682.8	804.2	1,487.0	734.0	662.2	1,396.2

1 Relates to the Group’s acquisition of the remaining 50% interest in Westquay. See note 13 for further details.

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12. Properties continued

Properties are stated at fair value, valued by professionally qualified external valuers in accordance with RICS Valuation – Global Standards as follows:

Valuer	Properties
CBRE	UK flagships, Developments and other properties
Jones Lang LaSalle	UK flagships, France flagships, Developments and other properties
Cushman and Wakefield	Brent Cross, Ireland flagships, Development and other properties

As detailed in note 1F, due to the estimation and judgement required in the valuations which are derived from data that is not publicly available,

these valuations are classified as Level 3 in the IFRS 13 fair value hierarchy. A reconciliation of the Group portfolio valuation to Reported Group is

shown in note 3B. A listing of the Group’s key properties is on page 207.

A. INVESTMENT PROPERTIES SENSITIVITY ANALYSIS ON VALUATIONS

The tables below includes the entire property portfolio, whether wholly-owned or the Group’s share of properties co-owned with third parties.

The equivalent analysis for the range of inputs on a Reported Group basis would not be significantly different.

As at 31 December 2024			Valuation
		Share of
	Reported	Property			Nominal equivalent yield		Estimated rental value
Proportionally consolidated	Group	interest	Group		(‘NEY’)		(‘ERV’)
				-100bp	+100bp	+10%	-10%
	£m	£m	£m	£m	£m	£m	£m
Flagship destinations
UK	285.2	630.1	915.3	133.7	(103.5)	91.5	(91.5)
France	964.1	–	964.1	235.3	(158.1)	96.4	(96.4)
Ireland	120.6	401.4	522.0	91.6	(67.8)	52.2	(52.2)
	1,369.9	1,031.5	2,401.4	460.6	(329.4)	240.1	(240.1)
Developments and other	117.1	140.5	257.6	29.6	(24.1)	25.8	(25.8)
Total portfolio	1,487.0	1,172.0	2,659.0	490.2	(353.5)	265.9	(265.9)

As at 31 December 2024		Nominal equivalent yield				ERV p/m 2
	Minimum	Maximum	Average	Minimum	Maximum	Average
Key unobservable inputs	%	%	%	£	£	£
Flagship destinations
UK	7.3	8.9	7.8	240	590	390
France	5.0	5.2	5.1	410	550	470
Ireland	8.3	6.6	6.7	340	520	480

As at 31 December 2023 1			Valuation
		Share of
	Reported	Property			Nominal equivalent yield		Estimated rental value
Proportionally consolidated	Group	interest	Group		(‘NEY’)		(‘ERV’)
				-100bp	+100bp	+10%	-10%
	£m	£m	£m	£m	£m	£m	£m
Flagship destinations
UK	121.4	741.7	863.1	120.9	(94.4)	86.3	(86.3)
France	1,003.3	–	1,003.3	245.6	(164.9)	100.3	(100.3)
Ireland	144.5	485.2	629.7	131.5	(92.8)	63.0	(63.0)
	1,269.2	1,226.9	2,496.1	498.0	(352.1)	249.6	(249.6)
Developments and other	127.0	153.0	280.0	32.4	(26.3)	28.0	28.0
Total portfolio	1,396.2	1,379.9	2,776.1	530.4	(378.4)	277.6	(277.6)

As at 31 December 2023 1		Nominal equivalent yield				ERV p/m 2
	Minimum	Maximum	Average	Minimum	Maximum	Average
Key unobservable inputs	%	%	%	£	£	£
Flagship destinations
UK	7.3	9.8	8.1	230	440	350
France	4.8	7.5	5.1	180	560	470
Ireland	5.7	7.4	5.8	420	590	550

1 Re-presented to exclude Value Retail.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

166 Hammerson plc Annual Report 2024

12. Properties continued

B. TENANT INCENTIVES

Unamortised tenant incentives are included within capital expenditure and impaired as appropriate whereby the provision is calculated in

accordance with the considerations described in note 19D.

				Proportionally
		Reported Group		consolidated
	2024	2023	2024	2023
	£m	£m	£m	£m
Unamortised tenant incentives	13.4	13.0	26.6	26.6
Provision	(1.2)	(1.9)	(1.8)	(3.5)
	12.2	11.1	24.8	23.1

C. JOINT OPERATIONS

Investment properties include a 50% interest in the Ilac Centre, Dublin and a 50% interest in Pavilions, Swords totalling £120.7m (2023: £144.5m).

These properties are jointly controlled in co-ownership with Irish Life Assurance plc.

13. Investment in joint ventures

The Group’s investments in joint ventures form part of the Share of Property interests to arrive at management’s analysis of the Group on

a proportionally consolidated basis as explained in note 3 and set out in note 2.

The Group and its partners invest principally by way of equity investment. However, where applicable, non-equity (loan) balances have been

included within non-current other payables as a liability of the joint venture. Joint ventures comprise prime urban real estate consisting of Flagship

destinations and Developments and other properties.

A. INVESTMENTS AT DECEMBER

Joint venture	Partner	Principal property	Share
United Kingdom
Bishopsgate Goodsyard Regeneration Limited	Ballymore Properties	The Goodsyard	50%
Brent Cross Partnership	Aberdeen Standard Investments	Brent Cross	41%
Bristol Alliance Limited Partnership	AXA Real Estate	Cabot Circus	50%
Grand Central Limited Partnership	CPP Investments	Grand Central	50%
The Bull Ring Limited Partnership	CPP Investments	Bullring	50%
The Oracle Limited Partnership	ADIA	The Oracle	50%
Ireland
Dundrum Retail Limited Partnership/Dundrum Car Park	PIMCO	Dundrum	50%
Limited Partnership
Dundrum Village Limited Partnership	PIMCO	Dundrum Phase II	50%

The results of interests in joint ventures are included up to the point of acquisition, when control is achieved, or the investment is sold, except for

where disposals are reclassified to an assets held for sale whereby they are excluded from the date of reclassification.

Up until 7 November 2024, the Group owned a 50% interest in The West Quay Limited Partnership, which owns Westquay, Southampton, and

equity accounted for its interest. On 7 November 2024, the Group acquired its partner’s, GIC, 50% stake in the partnership. and from that date,

the Group’s interest was no longer equity accounted and was consolidated as a subsidiary in the Reported Group. As the property was the

predominant asset in The West Quay Limited Partnership, and relied on the Group for asset management services, as per IFRS 3 the acquisition

is deemed to be an asset acquisition rather than a business combination.

During 2023, and as explained in note 8, the Group disposed of its 50% interest in Croydon and also derecognised its 50% investment in

Highcross and 25% investment in O’Parinor.

Figures in the tables on the following pages include, where applicable, adjustments to align to the Group’s accounting policies and exclude

balances which are eliminated on consolidation. Given their relative size, The Goodsyard, Grand Central (for 2024 only), Croydon (up to its disposal

in April 2023), Highcross (up to date of derecognition in February 2023) and O’Parinor (up to date of derecognition in June 2023) are aggregated

and included in ‘Other’.

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13. Investment in joint ventures continued

B. RESULTS

									2024
								100%
								share
	Brent	Cabot							Group
	Cross	Circus	Bullring	The Oracle	Westquay	Dundrum	Other	Tot al	share
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Gross rental income	29.9	28.2	48.9	22.5	25.5	56.3	8.7	220.0	107.2
Net rental income	26.4	20.6	40.8	16.7	18.4	48.3	4.0	175.2	85.1
Administration (expenses)/income	(0.1)	–	–	–	–	0.9	(0.1)	0.7	0.3
Profit from operating activities	26.3	20.6	40.8	16.7	18.4	49.2	3.9	175.9	85.4
Revaluation (losses)/gains on properties	(6.9)	0.2	28.3	4.8	(2.6)	(140.8)	(25.9)	(142.9)	(70.8)
Operating profit/(loss)	19.4	20.8	69.1	21.5	15.8	(91.6)	(22.0)	33.0	14.6
Finance income	0.5	0.7	0.7	0.5	0.8	6.1	0.4	9.7	4.8
Finance costs	(0.4)	(0.8)	–	–	(0.4)	(19.7)	(0.1)	(21.4)	(10.6)
Profit/(loss) before tax	19.5	20.7	69.8	22.0	16.2	(105.2)	(21.7)	21.3	8.8
Tax charge	–	–	–	(0.1)	–	–	–	(0.1)	–
Profit/(loss) for the year	19.5	20.7	69.8	21.9	16.2	(105.2)	(21.7)	21.2	8.8
Share of distributions received by the Group	10.1	1.0	12.9	2.0	2.6	–	–	28.6	28.6

C. ASSETS AND LIABILITIES

									2024
								100%
								share
	Brent	Cabot							Group
	Cross	Circus	Bullring	The Oracle	Westquay	Dundrum	Other	Tot al	share
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Non-current assets
Investment properties	384.5	245.2	610.0	200.5	–	846.7	129.5	2,416.4	1,172.0
Other non-current assets	12.9	13.6	0.3	–	–	1.9	2.6	31.3	14.5
	397.4	258.8	610.3	200.5	–	848.6	132.1	2,447.7	1,186.5
Current assets
Cash and cash equivalents	18.7	26.0	30.0	15.9	–	48.2	17.3	156.1	76.3
Other current assets	6.2	10.6	19.4	5.9	–	4.9	5.2	52.2	22.9
	24.9	36.6	49.4	21.8	–	53.1	22.5	208.3	99.2
Current liabilities
Other payables	(15.1)	(16.8)	(26.6)	(10.7)	–	(10.9)	(7.2)	(87.3)	(39.7)
	(15.1)	(16.8)	(26.6)	(10.7)	–	(10.9)	(7.2)	(87.3)	(39.7)
Non-current liabilities
Obligations under head leases	(12.8)	(14.1)	–	–	–	–	(2.8)	(29.7)	(13.7)
Loans – secured	–	–	–	–	–	(282.5)	–	(282.5)	(141.2)
Other payables
– due to Group companies	–	–	–	–	–	–	(54.1)	(54.1)	–
– other parties and other	(1.0)	(0.5)	(0.8)	(0.3)	–	(2.7)	(54.7)	(60.0)	(2.9)
	(13.8)	(14.6)	(0.8)	(0.3)	–	(285.2)	(111.6)	(426.3)	(157.8)
Net assets	393.4	264.0	632.3	211.3	–	605.6	35.8	2,142.4	1,088.2

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

168 Hammerson plc Annual Report 2024

13. Investment in joint ventures continued

B. RESULTS continued

										2023
									100%
									share
	Brent	Cabot		Grand						Group
	Cross	Circus	Bullring	Central	The Oracle	Westquay	Dundrum	Other	Total	share
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Gross rental income	28.6	29.4	48.5	8.0	23.5	28.9	59.2	25.5	243.6	114.4
Net rental income	24.1	22.8	39.7	4.4	14.7	23.2	52.6	18.1	195.2	90.4
Administration expenses	(0.1)	(0.1)	(0.1)	(0.1)	(0.1)	(0.1)	(0.3)	(0.1)	(0.9)	(0.4)
Profit from operating activities	24.0	22.7	39.6	4.3	14.6	23.1	52.3	18.0	194.3	90.0
Revaluation (losses)/gains on properties	(9.6)	(6.1)	21.3	(13.8)	(22.3)	(2.8)	(74.4)	(55.6)	(149.5)	(73.9)
Operating profit/(loss)	14.4	16.6	60.9	(9.5)	(7.7)	20.3	(22.1)	(37.6)	44.8	16.1
Finance income	0.4	0.4	0.5	–	0.2	0.7	4.6	2.9	9.7	4 .1
Finance costs	(0.4)	(0.7)	–	(0.1)	–	(0.4)	(17.1)	(7.5)	(26.1)	(10.7)
Profit/(loss) before tax	14.4	16.3	61.4	(9.6)	(7.5)	20.6	(34.6)	(42.2)	28.4	9.5
Tax charge	–	–	–	–	(0.1)	–	–	–	(0.1)	(0.1)
Profit/(loss) for the year	14.4	16.3	61.4	(9.6)	(7.6)	20.6	(34.6)	(42.2)	28.3	9.4
Share of distributions received
by the Group	9.8	7.5	10.0	14.9	2.0	–	3.5	14.9	47.7	47.7

C. ASSETS AND LIABILITIES

										2023
									100%
									share
	Brent	Cabot		Grand						Group
	Cross	Circus	Bullring	Central	The Oracle	Westquay	Dundrum	Other	Total	share
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Non-current assets
Investment properties	388.0	234.9	575.0	67.0	184.1	283.5	1,011.0	156.0	2,832.5	1,379.9
Other non-current assets	12.8	13.6	0.3	2.6	–	4.2	2.2	2.6	35.7	16.7
	400.8	248.5	575.3	69.6	184.1	287.7	1,013.2	158.6	2,868.2	1,396.6
Current assets
Cash and cash equivalents	16.9	18.8	28.8	9.0	14.8	31.3	77.8	9.6	198.0	97.3
Other current assets	5.4	6.0	7.5	9.9	4.3	7.9	8.0	10.0	4 9.1	23.6
	22.3	24.8	36.3	18.9	19.1	39.2	85.8	19.6	247.1	120.9
Current liabilities
Loans – secured	–	–	–	–	–	–	(520.0)	–	(520.0)	(260.0)
Other payables	(14.9)	(13.1)	(22.0)	(10.8)	(8.9)	(17.0)	(9.1)	(11.3)	(96.3)	(46.0)
	(14.9)	(13.1)	(22.0)	(10.8)	(8.9)	(17.0)	(529.1)	(11.3)	(616.3)	(306.0)
Non-current liabilities
Obligations under head leases	(12.8)	(14.1)	–	(2.8)	–	(4.2)	–	(2.8)	(33.9)	(15.8)
Other payables
– due to Group companies	–	–	–	–	–	(348.2)	–	(49.3)	(397.5)	–
– other parties and other	(0.9)	(0.2)	(0.6)	(0.4)	(0.4)	(348.9)	(1.0)	(49.9)	(401.9)	(2.5)
	(13.7)	(14.3)	(0.6)	(3.2)	(0.4)	(701.3)	(1.0)	(102.0)	(833.3)	(18.3)
Net assets/(liabilities)	394.5	245.9	589.0	74.5	193.9	(391.4)	568.9	64.9	1,665.7	1,193.2

1 Following the impairment of Highcross to £nil in 2021, the Group ceased to equity account for its investment in this joint venture such that although gross balance

sheet items on a proportionally consolidated basis remain included in the Group’s figures, it was excluded from all income statement metrics including revaluation

losses. The effect of this is that the Group’s share of results was £nil and the cumulative losses restricted shown on the balance sheet therefore represents the Group’s

share of losses which exceed the Group’s investment of £nil.

2 At 31 December 2023, the Group’s long term loan due from Westquay of £348.2m was impaired by its share of the net liabilities of Westquay of £195.7m. The Group’s

total loans due from joint ventures at this date set out in notes 19A and 27A are shown net of this impairment.

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13. Investment in joint ventures continued

D. RECONCILIATION OF MOVEMENTS IN INVESTMENT IN JOINT VENTURES

	2024	2023
	£m	£m
At 1 January	1,193.2	1,342.4
Share of results of joint ventures	8.8	9.4
Additional capital investment	85.1	–
Advances	6.9	8.3
Cash distributions (including interest) 2	(37.5)	(55.0)
Other receivables	(12.5)	(6.8)
Derecognition of joint venture 3	(142.4)	(98.9)
Exchange and other movements	(13.4)	(6.2)
At 31 December	1,088.2	1,193.2

1 Reflects capital investment to Dundrum joint venture associated with refinancing of secured loan signed in 2024.

2 Comprises distributions of £28.6m (2023: £47.7m) and interest previously accrued of £8.9m (2023: £7.3m).

3 2024 reflects Westquay acquisition. 2023 includes disposal of Croydon joint venture. See note 13A for further details.

14. Investment in associates

A. PERCENTAGE SHARE AND OTHER INFORMATION

		2024	2023
	Principal property	Share	Share
Value Retail	Various Villages across Europe	–	40%

As explained in note 9, the Group’s investment in Value Retail was reclassified as an “asset held for sale” with effect from 30 June 2024 and the

Group’s share of results from Value Retail in both the current and prior years were re-presented to discontinued operations. Subsequently, on

22 July 2024 the Group announced that it had entered into a binding agreement for the sale of its entire interests in Value Retail, which completed

on 18 September 2024.

The Group’s other associate, a 25% stake in Italie Deux, Paris was sold in March 2023. The results of this investment, up until its disposal, formed

part of the Share of Property interests to arrive at management’s analysis of the Group on a proportionally consolidated basis as explained in note

3 and set out in note 2.

B. RESULTS

		2024		2023
				Italie Deux
	100%	Group	100%	Group
	share	share	share	share
	£m	£m	£m	£m
Gross and net rental income	–	–	4.8	1.2
Profit for the year	–	–	4.6	1.2
Adjusted earnings		–		1.2

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

170 Hammerson plc Annual Report 2024

14. Investment in Associates continued

C. ASSETS AND LIABILITIES

		2024		2023
				Value Retail
	100%	Group	100%	Group
	share	share	share	share
	£m	£m	£m	£m
Non-current assets
Investment properties	–	–	5,142.1	1,885.7
Other non-current assets	–	–	321.3	93.0
	–	–	5,463.4	1,978.7
Current assets
Cash and cash equivalents	–	–	193.8	64.4
Other current assets	–	–	116.0	43.2
	–	–	309.8	107.6
Total assets	–	–	5,773.2	2,086.3
Current liabilities
Loans	–	–	(159.3)	(87.8)
Other payables	–	–	(143.2)	(103.2)
	–	–	(302.5)	(191.0)
Non-current liabilities
Loans	–	–	(1,973.1)	(706.1)
Participative loans	–	–	(398.5)	(98.5)
Other payables, including deferred tax	–	–	(665.7)	(188.1)
	–	–	(3,037.3)	(992.7)
Total liabilities	–	–	(3,339.8)	(1,183.7)
Net assets	–	–	2,433.4	902.6
Reverse participative loans	–	–	398.5	212.4
	–	–	2,831.9	1,115.0

D. RECONCILIATION OF MOVEMENTS IN INVESTMENT IN ASSOCIATES

	2024			2023
	Value	Value	Italie
	Retail	Retail	Deux	Total
	£m	£m	£m	£m
At 1 January	1,115.0	1,189.4	107.7	1,297.1
Share of results of associates	(9.6)	14.8	1.2	16.0
Distributions	(14.2)	(66.3)	–	(66.3)
Share of other comprehensive loss of associate	(4.4)	(8.8)	–	(8.8)
Disposals	–	–	(108.6)	(108.6)
Exchange and other movements	0.2	(14.1)	(0.3)	(14.4)
Transfer to assets held for sale (see note 9C)	(1,087.0)	–	–	–
At 31 December	–	1,115.0	–	1,115.0

1 Share of results for Value Retail classified as discontinued operations, see note 9 for details.

2 Relates to the change in fair value of derivative financial instruments in an effective hedge relationship within Value Retail.

3 For 2023 includes accumulated impairment to the investment in Value Retail of £94.3m which was recognised in the year ended 31 December 2020 and was equivalent

to the notional goodwill on the investment.

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15. Trade and other receivables

A. TRADE AND OTHER RECEIVABLES NON CURRENT

	2024	2023
	£m	£m
Other receivables	0.2	1.9

B. TRADE AND OTHER RECEIVABLES CURRENT

	2024	2023
	£m	£m
Trade receivables 1	33.4	27.6
VAT receivable	7.3	9.5
Balances due from joint venture entities	–	1.4
Accrued interest receivable	5.1	11.0
Disposal related receivables	5.0	1.2
Accrued income	5.5	2.9
Capex debtors	3.5	2.8
Receivables from property assets	13.1	6.3
Other receivables	8.2	6.8
Corporation tax	–	0.1
Deposits and floats	3.4	1.3
Prepayments	3.1	3.2
	87.6	74.1

1 Credit risk is explained further in note 19D.

C. TRADE TENANT RECEIVABLES AGEING ANALYSIS AND PROVISIONING

			2024			2023
	Gross trade		Net trade	Gross trade		Net trade
	receivables	Provision	receivables	receivables	Provision	receivables
	£m	£m	£m	£m	£m	£m
Not yet due	16.4	(0.8)	15.6	11.9	(1.2)	10.7
0–3 months overdue	7.1	(0.6)	6.5	5.5	(1.0)	4.5
3–12 months overdue	6.5	(2.8)	3.7	8.1	(2.6)	5.5
More than 12 months overdue	16.7	(9.1)	7.6	16.1	(9.2)	6.9
	46.7	(13.3)	33.4	41.6	(14.0)	27.6

D. TRADE TENANT RECEIVABLES SEGMENTAL ANALYSIS AND PROVISIONING

			2024			2023
	Gross trade		Net trade	Gross trade		Net trade
	receivables	Provision	receivables	receivables	Provision	receivables
Proportionally consolidated	£m	£m	£m	£m	£m	£m
UK	32.1	(5.6)	26.5	25.7	(6.1)	19.6
France	29.9	(9.0)	20.9	29.5	(10.7)	18.8
Ireland	5.0	(1.0)	4.0	4.6	(1.8)	2.8
Group portfolio	67.0	(15.6)	51.4	59.8	(18.6)	41.2
Less Share of Property interests	(20.3)	2.3	(18.0)	(18.2)	4.6	(13.6)
Reported Group	46.7	(13.3)	33.4	41.6	(14.0)	27.6

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

172 Hammerson plc Annual Report 2024

E. ANALYSIS OF MOVEMENTS IN PROVISIONS

	2024	2023
Loss allowance	£m	£m
At 1 January	14.0	17.6
Additions to provisions charged to the income statement	7.6	9.4
Acquisitions	1.0	–
Disposals	(0.9)	–
Release of provisions	(4.8)	(8.0)
Utilisation	(3.1)	(5.4)
Exchange	(0.5)	0.4
At 31 December	13.3	14.0

16. Restricted monetary assets

		2024		2023
	Current	Non-current	Current	Non-current
	£m	£m	£m	£m
Cash held in respect of occupiers and co-owners	–	–	2.2	–
Cash held in escrow	–	21.4	–	21.4
	–	21.4	2.2	21.4

1 Comprises amounts held to meet future services charge costs and related expenditure such as marketing expenditure, where local laws or regulations restrict the use

of such cash.

2 Comprises funds placed in escrow in 2020 by Hammerson plc to satisfy potential obligations under indemnities granted in favour of Directors and officers to the extent

that such obligations are not already satisfied by the Company or covered by Directors’ and Officers’ liability insurance. The funds will remain in trust until the later of

December 2026, or, if there are outstanding claims at that date, the date on which all claims are resolved.

17. Trade and other payables

		2024		2023
	Current	Non-current	Current	Non-current
	£m	£m	£m	£m
Trade payables	16.5	–	14.3	–
Pension liability (see note 23)	1.0	7.2	1.0	7.3
VAT payable	12.8	–	12.6	–
Balances due to joint venture entities	5.6	–	3.9	–
Balances due to co-owners	–	–	2.2	–
Accruals – interest	19.5	–	35.9	–
– capital expenditure	8.8	–	12.3	–
– withholding tax	–	–	6.0	–
– disposal related	9.4	–	–	–
– acquisition related	5.3	–	–	–
– other	17.3	–	20.1	–
Deferred income	4.0	–	3.1	–
Distributions received in advance from Value Retail	–	–	–	25.1
Guarantee and tenant deposits	1.0	11.1	2.4	11.1
Lease liabilities	0.4	7.1	1.2	2.7
Employee severance provision	–	–	5.3	–
Other payables	7.7	3.3	9.5	9.3
	109.3	28.7	129.8	55.5

1 Reflects the liability associated with restricted monetary assets held on behalf of co-owners in order to meet future service charge costs and related expenditure.

2 Of the non-current portion of £7.1m (2023: £2.7m), £1.2m (2023: £0.6m) is payable between one to two years, £2.8m (2023: £1.2m) from two to five years and £3.1m

(2023: £0.9m) in more than five years.

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18. Loans

A. LOAN PROFILE

		2024	2023
	Maturity 1	£m	£m
Unsecured
£338.3m 3.5% sterling bonds due 2025	n/a	–	337.3
Senior notes due 2026	2026	57.9	60.7
£43.2m (2023: £211.6m) 6% sterling bonds due 2026	2026	43.1	211.1
€700.0m 1.75% euro bonds due 2027	2027	574.1	600.8
Senior notes due 2028	2028	10.5	11.0
£56.8m (2023: £300.0m) 7.25% sterling bonds due 2028	2028	55.7	292.2
Senior notes due 2031	2031	4.8	5.0
£400m 5.875% sterling bonds due 2036	2036	392.1	–
Unamortised facility fees	2025–27	(1.8)	(2.2)
Total falling due after more than one year		1,136.4	1,515.9
£338.3m 3.5% sterling bonds due 2025	2025	337.8	–
Senior notes due 2024	n/a	–	108.6
Tot a l		1,474.2	1,624.5

1 Maturity at 31 December 2024. See note 19G for further analysis.

2 On 8 October 2024 the Group issued £400m 5.875% bonds due in 2036. The bonds were issued at a discount of £5.3m and therefore have an effective interest rate

of 6.1%. The proceeds, along with additional cash, were used to redeem £168.4m of the bonds due in 2026 and £243.2m of the bonds due in 2028, by way of a tender.

The tendered bonds were redeemed at a premium, and after associated costs, the Group recognised a premium on the redemption of the bonds of £25.5m which is

shown in finance costs in note 6. This loss has been excluded from the Group’s Adjusted earnings as shown in note 10A.

3 The coupon is linked to two sustainability performance targets, both of which will be tested in December 2025 against a 2019 benchmark. If the targets are not met,

a total of 37.5 basis points per annum, or €2.625m (£2.2m) per target, will be payable in addition to the final year’s coupon. The Group has made certain assumptions

which support not increasing the effective interest rate, as a result of the possibility of failing to meet the targets. Planned future initiatives which will assist the Group in

achieving the targets include the introduction of energy efficient projects, the generation of additional on or offsite energy and driving compliance with relevant energy

performance legislation. While the Group continues to expect to meet both targets the additional coupon has been treated as a contingent liability.

B. UNDRAWN COMMITTED FACILITIES

The Group has the following revolving credit facilities (‘RCF’), which are all in sterling unless otherwise indicated, expiring as follows:

		2024	2023
	Expiry 1	£m	£m
£150m RCF signed June 2021	n/a	–	50.0
JPY7.7bn RCF signed June 2021	2026	39.4	43.2
£150m RCF signed June 2021	2026	100.0	100.0
£463m RCF signed April 2022	2026	–	463.0
£463m RCF signed April 2022	2027	463.0	–
Tot a l		602.4	656.2

1 Expiry at 31 December 2024.

2 In the 2023 financial statements the £150m RCF signed June 2021 and the £463m RCF signed April 2022 were amalgamated. These separate RCFs have been split out

in these financial statements to provide additional disclosure concerning their expiry date.

3 In April 2024, the Group exercised its option to extend the maturity of the £463m 2022 RCFs by one year from 2026 to 2027.

C. MATURITY ANALYSIS OF UNDRAWN COMMITTED FACILITIES

	2024	2023
Expiry	£m	£m
Within one year	–	50.0
Within one to two years	139.4	–
Within two to five years	463.0	606.2
	602.4	656.2

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

174 Hammerson plc Annual Report 2024

19. Financial Instruments and Risk Management

A. FINANCIAL RISK MANAGEMENT AND STRATEGY

The Group’s financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the risk appetite

of the Group. The Group’s activities expose it to certain financial risks comprising liquidity risk, market risk (comprising interest rate and foreign

currency risk), credit risk and capital risk.

The Group’s treasury function, which operates under treasury policies approved by the Board, maintains internal guidelines for interest cover,

gearing, unencumbered assets and other credit ratios and both the current and projected financial position against these guidelines are

monitored regularly.

To manage the risks set out above, the Group uses certain derivative financial instruments to mitigate potentially adverse effects on the Group’s

financial performance. Derivative financial instruments are used to manage exposure to fluctuations in foreign currency exchange rates and

interest rates but are not employed for speculative purposes.

Financial instruments are grouped and accounted for as set out in the table below.

				2024			2023
		Current	Non-current	Tot al	Current	Non-current	Total
	Note	£m	£m	£m	£m	£m	£m
Balances due from joint ventures		–	54.1	54.1	–	201.8	201.8
Trade and other receivables	15A,15B	77.2	0.2	77.4	61.3	1.9	63.2
Restricted monetary assets	16	–	21.4	21.4	2.2	21.4	23.6
Cash and cash equivalents		737.9	–	737.9	472.3	–	472.3
Financial assets at amortised cost				890.8			760.9
Investment in associates: participative loans	14C	–	–	–	–	212.4	212.4
Other investments		–	9.2	9.2	–	8.8	8.8
Assets at fair value through profit and loss				9.2			221.2
Derivative financial instruments – assets		2.2	–	2.2	5.2	–	5.2
Derivative financial instruments – liabilities		(0.1)	–	(0.1)	(2.3)	(15.0)	(17.3)
Derivatives at fair value through profit and loss				2.1			(12.1)
Trade and other payables	17	(91.5)	(21.5)	(113.0)	(101.8)	(48.2)	(150.0)
Loans	18	(337.8)	(1,136.4)	(1,474.2)	(108.6)	(1,515.9)	(1,624.5)
Obligations under head leases	20	(0.1)	(39.7)	(39.8)	(0.1)	(37.3)	(37.4)
Financial liabilities at amortised cost				(1,627.0)			(1,811.9)

1 Excludes VAT, corporation tax and prepayments of £10.4m (2023: £12.8m).

2 Gain of £5.0m (2023: £14.5m) recognised in income statement.

3 Gain of £10.1m (2023: £13.5m) recognised in income statement.

4 Excludes pension liabilities, VAT, withholding tax, deferred income and provisions totalling £25.0m (2023: £35.3m).

B. LIQUIDITY RISK

Cash levels are monitored to ensure sufficient resources are available to meet the Group’s operational requirements. Short term money market

deposits are used to manage cash resources to maximise the rate of return, giving due consideration to risk.

Liquidity requirements are met with an appropriate mix of short and longer term debt whereby the Group borrows predominantly on an unsecured

basis in order to maintain operational flexibility at a low operational cost. Loans and facilities are arranged to maintain short term liquidity and

ensure an appropriate maturity profile. Long term debt comprises mainly the Group’s fixed rate unsecured bonds and private placement senior

notes. Short term funding is raised principally through syndicated revolving credit facilities from a range of banks and financial institutions with

which the Group maintains strong working relationships. Analysis of the Group’s loans and facilities together with their maturity is set out in note 18.

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19. Financial Instruments and Risk Management continued

C. INTEREST RATE AND CURRENCY RISK

Interest rate risk

Interest rate swaps are used to manage the interest rate basis of the Group’s debt, allowing changes from fixed to floating rates or vice versa. Clear

guidelines exist for the Group’s ratio of fixed to floating debt, interest cover, gearing, unencumbered assets and other credit ratios. The interest

rate profile is measured regularly against these guidelines.

					2024				2023
		Sterling	US Dollar	Euro	Tot al	Sterling	US Dollar	Euro	Total
Interest rate profile		£m	£m	£m	£m	£m	£m	£m	£m
Borrowings (loans and currency swaps)
–	Fixed rate	476.9	–	997.2	1,474.1	521.5	–	1,114.8	1,636.3
–	Floating rate	(274.7)	(4.3)	276.9	(2.1)	(611.7)	(4.5)	615.8	(0.4)
		202.2	(4.3)	1,274.1	1,472.0	(90.2)	(4.5)	1,730.6	1,635.9

The Group defines Borrowings as loans and currency swaps and excludes the fair value of the interest rate swaps as the fair value crystallises over

the life of the instruments rather than at maturity. The impact of interest rate swaps are therefore excluded from the above interest rate profile

table. The Group does not apply hedge accounting to its interest rate swaps.

During the year the Group had the following interest rate swaps:

– £300m which matured in February 2024. Interest was received at a fixed rate of 6% per annum and paid at a rate linked to SONIA.

– £338m entered into in April 2024 with a final maturity of October 2025. Interest is received at a fixed rate of 5% per annum until 31 December

2024 and at 4.4% per annum from 1 January 2025 to maturity, and paid at a rate linked to SONIA.

– £58m entered into in November 2024 with a maturity of January 2026. Interest is received at a fixed rate of 4.3% per annum and paid at a rate

linked to SONIA.

Offsetting

After taking into account the netting impact included within the Group’s International Swap and Derivatives Association (‘ISDA’) agreements with

each counterparty (which are enforceable on the occurrence of future credit events such as a default), the positions, including accrued interest,

would be derivative financial assets of £2.1m (2023: £3.7m) and derivative financial liabilities of £nil (2023: £8.4m). The combined value of derivative

financial instruments was therefore an asset of £2.1m (2023: liability of £4.7m).

Currency risk

The currency profile of the Group’s loans is as follows:

				2024				2023
	Sterling	US Dollar	Euro	Tot al	Sterling	US Dollar	Euro	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Bonds	828.7	–	574.1	1,402.8	840.6	–	600.8	1,441.4
Unamortised facility fees	(1.8)	–	–	(1.8)	(2.2)	–	–	(2.2)
Senior notes	–	–	73.2	73.2	30.9	60.3	94.1	185.3
	826.9	–	647.3	1,474.2	869.3	60.3	694.9	1,624.5

Hedging

The Group enters into cash flow hedge and net investment relationships to mitigate its exposure to currency risk. The ratio for hedging

instruments designated in both net investment and cash flow hedge relationships was 1:1. Ineffectiveness could be recognised on either hedging

relationship due to significant changes in counterparty credit risk or a reduction in the notional amount of the hedged item during the designated

hedging period. However, no ineffectiveness was recognised in 2024 or 2023.

			2024			2023
	Current	Non-current	Tot al	Current	Non-current	Total
Maturity of fair value of currency swaps	£m	£m	£m	£m	£m	£m
Assets	2.2	–	2.2	5.2	–	5.2
Liabilities	–	–	–	(1.6)	(15.0)	(16.6)
	2.2	–	2.2	3.6	(15.0)	(11.4)

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

176 Hammerson plc Annual Report 2024

19. Financial Instruments and Risk Management continued

Cash flow hedges

US dollar loans comprise elements of the Group’s Senior notes as shown above. To manage the impact of foreign exchange movements on these

loans, the Group has used derivatives at an average hedged exchange rate of £1 = $1.387 (2023: £1 = $1.387), to swap all the cash flows to either

euro or sterling where the sterling element is designated as a cash flow hedge with the critical terms of the loans being the same as the related

derivatives. The outstanding US dollar loans and corresponding hedging derivatives were all settled at maturity during 2024 and resulted in a net

loss of £0.2m.

In addition to the senior notes above, during 2024, the €705m net euro proceeds from the disposal of the Group’s interest in Value Retail were

hedged against sterling at a rate of £1 = €1.186. The closing exchange rate on the date of completion was £1 = €1.191 resulting in a gain of £2.4m.

Cash flow hedge designation allows exchange differences on hedging instruments to be recognised in the cash flow hedge reserve and then

recycled to net finance costs in the Consolidated Income Statement, to offset against the exchange differences on US dollar loans also

recognised in net finance costs. As all outstanding derivatives matured and were settled in 2024, the carrying value of derivatives designated

in a cash flow hedge was £nil.

Net investment hedges

To manage the foreign currency exposure on its net investments in euro-denominated entities, the Group has designated all euro loans or

synthetic euro loans, including euro-denominated bonds, senior notes and currency swaps, as net investment hedges.

This designation allows exchange differences on hedging instruments to be recognised directly in equity which acts as an offset against the

exchange differences on net investments in euro-denominated entities which are also recognised in equity. The notional and carrying amount

of such euro-denominated liabilities and the average hedged rate is set out below.

			2024			2023
			Average			Average
	Euro		hedged	Euro		hedged
	notional	Carrying	exchange	notional	Carrying	exchange
	amount	amount	rate	amount	amount	rate
	€m	£m	€	€m	£m	€
Bonds	700.0	574.1	1.163	700.0	600.8	1.163
Senior notes	88.5	73.2	1.152	108.5	94.1	1.152
Cross currency swaps	420.5	(2.5)	1.202	484.0	14.2	1.194
Foreign exchange swaps	335.0	(2.1)	1.201	710.0	0.8	1.154
Tot a l	1,544.0	642.7		2,002.5	709.9

The euro notional amount represents the amount due at maturity without netting any receivable of different currency under the same instrument.

The net investment hedge reserve includes a gain of £31.7m (2023: loss of £20.3m) in respect of continuing net investment hedges whereby these

are due to mature between 2025 and 2031.

Sensitivity analysis

Interest risk sensitivity analysis

In managing interest rate and currency risks, the Group aims to reduce the impact of short term fluctuations on the Group’s results. Changes in

foreign exchange and interest rates may have an impact on consolidated earnings over the longer term. The sensitivity has been calculated by

applying the interest rate change to the loans net of their related interest rate swaps.

		2024		2023
		Change in interest rate		Change in interest rate
	+ 1%	– 1%	+ 1%	– 1%
Interest rate sensitivity on earnings	£m	£m	£m	£m
Income statement	(3.3)	3.3	(0.8)	0.8

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19. Financial Instruments and Risk Management continued

Currency risk sensitivity analysis

The sensitivity of the Group’s financial instruments to changes in exchange rates shows the impact on results and other comprehensive income of

a 10% change in the sterling exchange rate against euro by retranslating the year end euro-denominated financial instruments, taking into account

forward foreign exchange contracts. 10% represents management’s assessment of a reasonably possible change in foreign exchange rates over

a 12 month period. The analysis does not reflect the exposure and inherent risk during the year.

		2024		2023
		Change in exchange rate		Change in exchange rate
	+ 10%	– 10%	+ 10%	– 10%
Euro currency sensitivity impact on earnings	£m	£m	£m	£m
Income statement	(0.1)	0.1	–	0.1
Other comprehensive income	115.7	(141.4)	157.3	(192.3)

The effect on the net gains taken to equity would be more than offset by the effect of exchange rate changes on the euro-denominated assets

included in the Group’s financial statements.

The Group does not have a material currency risk exposure to US dollar transactions and balances.

D. CREDIT RISK

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss.

The Group’s credit risk arises from trade and other receivables, unamortised tenant incentives, restricted monetary assets, cash and cash

equivalents, balances due from joint ventures, other investments, loans receivable and derivative financial instruments.

Trade (tenant) receivables

The Group’s greatest exposure to credit risk arises principally from trade (tenant) receivables which all have due dates within 12 months.

The Group determines and monitors regularly the level of risk associated with trade receivables and applies the IFRS 9 simplified approach to

measuring expected credit losses applying the methodology, judgements and estimates set out in note 1E and by reference to changes in the

levels of default experienced, tenant credit ratings and wider macroeconomic factors. Analysis of the provision is set out in note 15.

For many trade receivables, the Group obtains security in the form of rental deposits or guarantees which can be called upon if the counterparty

is in default. Both of these serve to limit the potential exposure to credit risk.

Unamortised tenant incentives

Provisioning rates against unamortised tenant incentives are lower than those against trade receivables as the credit risk of tenants not paying

rent for future periods, and hence unamortised tenant incentives not being recovered, is lower than the credit risk on trade receivables currently

overdue. The Group determines and monitors regularly the level of risk and assesses impairment of such balances accordingly and by reference to

changes in the levels of default experienced, tenant credit ratings and wider macroeconomic factors. Details of the provision is set out in note 12B.

Other balances

The credit risk associated with restricted monetary assets, cash and cash equivalents, derivative financial instruments and amounts due from joint

ventures is considered low, with an assessment of each category set out as follows:

Restricted monetary assets, cash and cash equivalents and derivative financial instruments

Such balances are held with counterparties which are banks that are committed lenders to the Group with high credit ratings assigned by

international credit rating agencies.

Amounts due from joint ventures

Balances due from joint ventures comprise loans from the Group to establish and fund the partnerships which form part of the total investment

in joint ventures. The credit risk of loans due from joint ventures is monitored by reference to changes in the underlying assets, principally driven

by investment property valuation changes. At 31 December 2023, the most material balance, related to loans due from The West Quay Limited

Partnership, however following the Group’s acquisition of the JV partner’s 50% interest in the partnership in November 2024 (as described in note

13A) the loans now eliminate on consolidation. Consequently, no material credit risks have been identified in the Group.

Investments

The carrying value of investments in joint ventures equates to the Group’s share of the underlying net assets of the investment. The most

significant component of underlying net assets is investment properties, which are carried at fair value meaning that there is no residual credit risk.

Other receivables

Other receivables are grouped based on type, contractual terms, ageing and financial standing of the debtor using the same methodologies and

considerations as for trade receivables. Dependent on the nature of the receivable the credit risk ranges from low to moderate. However, the

resulting provisions are not significant.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

178 Hammerson plc Annual Report 2024

19. Financial Instruments and Risk Management continued

E. CAPITAL RISK

The capital structure of the Group comprises of equity and debt, including cash and cash equivalents. The Group’s financing policy is to optimise

the weighted average cost of capital by using an appropriate mix of debt and equity. Further information on loans is provided in note 18 and

information on share capital and reserves is set out in note 21 and the Consolidated statement of changes in equity.

The Group reviews regularly its loan covenant compliance and was in compliance throughout 2024. The Group’s covenants are explained on page

45 of the Financial Review and headroom to covenant breaches as at 31 December 2024 is included in the Going Concern statement on page 144.

F. FINANCIAL INSTRUMENTS HELD AT FAIR VALUE

Definitions

The Group’s financial instruments are categorised by level of fair value hierarchy prescribed by accounting standards. The different levels are

defined as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (actual prices) or

indirectly (derived from actual prices)

– Level 3: inputs for the asset or liability that are not based on observable market data (from unobservable inputs)

Fair value valuation technique

Financial instrument	Valuation technique for determining fair value
Unsecured bonds	Quoted market prices
Senior notes	Present value of cash flows discounted using prevailing market interest rates
Unsecured bank loans and overdrafts	Present value of cash flows discounted using prevailing market interest rates
Fair value of currency swaps and interest rate swaps	Present value of cash flows discounted using prevailing market interest rates
Other investments	Underlying net asset values of the interests in the Village/centre

Fair value hierarchy analysis

			2024		2023
		Carrying		Carrying
		amount	Fair value	amount	Fair value
	Hierarchy	£m	£m	£m	£m
Unsecured bonds	Level 1	1,402.8	1,380.2	1,441.4	1,407.4
Senior notes	Level 2	73.2	71.2	185.3	180.4
Unamortised facility fees	Level 2	(1.8)	–	(2.2)	–
Fair value of currency swaps	Level 2	(2.2)	(2.2)	11.4	11.4
Borrowings		1,472.0	1,449.2	1,635.9	1,599.2
Fair value of interest rate swaps	Level 2	0.1	0.1	0.7	0.7
Participative loans to Value Retail	Level 3	–	–	212.4	212.4
Fair value of other investments	Level 3	9.2	9.2	8.8	8.8

Analysis of movements in Level 3 financial instruments

				2024			2023
		Participative	Other		Participative	Other
		loans	investments	Tot al	loans	investments	Total
Level 3 financial instruments		£m	£m	£m	£m	£m	£m
At 1 January		212.4	8.8	221.2	205.9	9.8	215.7
Total gains/(losses) in –	share of results of associates	4.6	–	4.6	15.6	–	15.6
–	consolidated income statement	–	0.4	0.4	–	(1.1)	(1.1)
–	other comprehensive income	(4.7)	–	(4.7)	(4.4)	0.1	(4.3)
Other movements – advances		(1.9)	–	(1.9)	(4.7)	–	(4.7)
Disposals (see note 9)		(210.4)	–	(210.4)	–	–	–
At 31 December		–	9.2	9.2	212.4	8.8	221.2

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19. Financial Instruments and Risk Management continued

G. MATURITY ANALYSIS OF FINANCIAL LIABILITIES

The remaining contractual non-discounted cash flows for financial liabilities are as follows:

							2024
		Less than	One to	Two to	Five to	More than
		one year	two years	five years	25 years	25 years	Tot al
	Note	£m	£m	£m	£m	£m	£m
Trade and other payables	17	91.5	1.8	7.9	11.8	–	113.0
Derivative financial liability cash inflows		(362.3)	–	–	–	–	(362.3)
Derivative financial liability cash outflows		355.1	–	–	–	–	355.1
Loans	18	338.3	101.1	645.8	404.8	–	1,490.0
Interest		53.5	41.1	89.4	164.6	–	348.6
Obligations under head leases	20	2.5	2.5	7.5	50.2	392.3	455.0

							2023
		Less than	One to	Two to	Five to	More than
		one year	two years	five years	25 years	25 years	Total
	Note	£m	£m	£m	£m	£m	£m
Trade and other payables	17	101.8	6.6	2.0	39.6	–	150.0
Derivative financial liability cash inflows		(12.7)	(362.3)	–	–	–	(375.0)
Derivative financial liability cash outflows		8.9	372.2	–	–	–	381.1
Loans	18	108.6	338.3	1,190.5	5.0	–	1,642.4
Interest		60.2	58.2	100.5	0.3	–	219.2
Obligations under head leases	20	2.2	2.2	6.7	44.8	65.8	121.7

1 As defined in note 19A.

2 Before taking into account unamortised borrowing costs of £15.8m (2023: £17.9m).

20. Obligations under head leases

			2024			2023
	Minimum			Minimum
	lease		Principal	lease		Principal
	payments	Interest	payments	payments	Interest	payments
Due	£m	£m	£m	£m	£m	£m
Within one year	2.5	(2.4)	0.1	2.2	(2.1)	0.1
Between one and two years	2.5	(2.4)	0.1	2.2	(2.1)	0.1
Between two and five years	7.5	(7.1)	0.4	6.7	(6.3)	0.4
Between five and 25 years	50.2	(44.7)	5.5	44.8	(39.3)	5.5
More than 25 years	392.3	(358.6)	33.7	65.8	(34.5)	31.3
More than one year	452.5	(412.8)	39.7	119.5	(82.2)	37.3

As described in the Group’s Material accounting policies on page 146, there is a direct relationship between Obligations under head leases

(liability) and Interests in leasehold properties (asset). During the year Interests in leasehold properties increased by £2.1m (from £32.7m to

£34.8m) as a result of the Westquay acquisition and transfer from investment in joint ventures as described in note 12, partly offset by depreciation

and foreign exchange translation losses. In 2023 Interest in leasehold properties decreased by £1.3m (from £34.0m to £32.7m) as result of

depreciation and foreign exchange translation losses.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

180 Hammerson plc Annual Report 2024

21. Share Capital and Other Reserves

A. SHARE CAPITAL

		2024		2023
	Number	£m	Number	£m
Called up, allotted and fully paid
Ordinary shares of 5p each	493,198,448	24.6	5,002,265,607	250.1

On 30 September 2024, the Company completed a 1 for 10 share consolidation whereby each ordinary share was subdivided into 1 ordinary share

and 9 deferred shares following which the deferred shares were cancelled. As a result the nominal value of ordinary share capital reduced by

£225.1m and this amount was transferred to the capital redemption reserve. For the purposes of the Group’s per share metrics in note 11, given this

event, the Company’s number of shares at 31 December 2023 has been restated from 5,002,265,607 to 500,226,561.

On 16 October 2024, the Company announced the commencement of a share buyback programme of up to £140m. In 2024, 7.0m ordinary shares

were bought back under the programme, at an average purchase price of £2.97 per share, and immediately cancelled. The nominal value of the

shares cancelled of £0.4m was transferred to the capital redemption reserve and the purchase price of the shares including stamp duty and other

costs totalling £20.9m was recognised in retained earnings.

Share capital includes 1,300,825 shares (2023: 7,691,247 shares) held in treasury and 1,438,095 shares (2023: 15,850,507 shares) held in

an employee share trust. The shares held in treasury and the employee share trust were subject to the share consolidation as described above.

On a post-consolidated share basis during the year 531,701 (2023: nil) shares were purchased in treasury, 728,801 (2023: 500) shares were

purchased for the employee share trust and 875,756 (2023: 961,170) shares were issued to employees.

B. OTHER RESERVES

		Net
	Translation	investment	Cash flow
	reserve	hedge	hedge	Tot al
	£m	£m	£m	£m
At 1 January 2023	601.8	(466.2)	(0.2)	135.4
Recycled exchange gain on disposal of overseas property	(100.3)	80.2	–	(20.1)
Foreign exchange translation differences	(49.3)	–	–	(49.3)
Gain on net investment hedge	–	39.3	–	39.3
Loss on cash flow hedge	–	–	(3.4)	(3.4)
Loss on cash flow hedge recycled to net finance costs	–	–	3.6	3.6
Total comprehensive (loss)/gain	(149.6)	119.5	0.2	(29.9)
At 31 December 2023	452.2	(346.7)	–	105.5
Recycled exchange gain on disposal of overseas property	(49.6)	39.7	–	(9.9)
Foreign exchange translation differences	(74.5)	–	–	(74.5)
Gain on net investment hedge	–	70.7	–	70.7
Gain on cash flow hedge	–	–	2.2	2.2
Gain on cash flow hedge recycled to net finance costs	–	–	(2.2)	(2.2)
Total comprehensive (loss)/gain	(124.1)	110.4	–	(13.7)
At 31 December 2024	328.1	(236.3)	–	91.8

The translation reserve comprises foreign exchange differences arising from the translation of the financial statements of foreign operations and

also includes the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.

Hedging reserves comprise cumulative gains and losses representing the effective portion of the cumulative net change in the fair value of cash

flow and foreign currency hedging instruments.

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22. Dividends

	Cash
	dividend per	2024	2023
	share	£m	£m
2023 interim dividend	7 .20p	–	35.9
2023 final dividend	7 .80p	39.0	–
2024 interim dividend	7.56p	37.6	–
		76.6	35.9
Cash flow analysis:
Dividends paid		76.6	29.9
Withholding tax – 2023 interim dividend		6.0	–
		82.6	29.9
Total dividends per share paid in the year		15.36p	7.20p

1 The dividend per share have been restated to reflect the 1 for 10 share consolidation as explained in note 21.

2 Dividends paid as a Property Income Distribution (‘PID’) are subject to withholding tax which is paid approximately two months after the dividend itself is paid.

A final 2024 dividend of 8.07p per share payable in cash, was recommended by the Board on 25 February 2025 and, subject to approval by

shareholders at the 2025 AGM, is payable on 3 June 2025 to shareholders on the register at the close of business on 25 April 2025. The dividend

will be paid entirely as a non-PID, and treated as an ordinary company dividend.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

182 Hammerson plc Annual Report 2024

23. Pensions

Up until June 2024, the Group had a UK funded defined benefit pension scheme (‘the Scheme’) where assets were held in a separate fund

administered by scheme trustees. The Scheme, which had been closed to new entrants in 2002 and to future accrual in 2014, was derisked in

December 2022 through the purchase of a bulk annuity policy (‘buy-in’) with Just Retirement Limited (‘Just’) to fully insure all future payments to

members of the Scheme. In December 2023, given the successful completion of the buy-in and to enable the Trustee to trigger the winding-up

of the Scheme, the Company terminated its liability to make contributions to the Scheme. This initiated a process for the Trustee to assign the bulk

annuity policy to individual Scheme members and to transfer the administration to Just and this process was completed in June 2024 and the

Scheme was wound up.

The Group also operates a defined contribution pension scheme for employees and three Unfunded Unapproved Retirement Schemes. Two of

these unfunded schemes provide pension benefits to two former Executive Directors, and the other meets pension obligations in respect of

former US employees.

A. DEFINED CONTRIBUTION PENSION SCHEME

The charge in respect of the Group’s pension schemes was £1.7m (2023: £2.4m) of which £1.0m (2023: £1.1m) relates to the UK funded defined

contribution scheme.

B. PRINCIPAL ASSUMPTIONS USED FOR THE SCHEME

	2024	2023
Financial	%	%
Discount rate for accrued benefits	n/a	4.5
Inflation (retail price index)	n/a	3.0
Rate of increase in pensions in payment	n/a	3.0

Demographic		Years	Years
Life expectancy from age 60:
–	Pensioner aged 60	n/a	28.4
–	Non-pensioner currently aged 40	n/a	29.9

Weighted average maturity	Years	Years
The Scheme	n/a	13.5
Other schemes	n/a	Up to 10.3

1 At 31 December 2023, the Group used demographic assumptions underlying the most recent formal actuarial valuation of the Scheme as at 31 December 2021. The

base mortality assumptions were based on the S3NA tables, with adjustments to reflect the Scheme’s population. Future mortality improvements for 2024 are CMI 2022

projections with a long term rate of improvement of 1.25% p.a. together with weighting parameters ‘w2020’ and ‘w2021’ of 0% and ‘w2022’ of 40%, which adjust for

evidence of negative impacts of non-Covid-19 mortality expected to continue in the future.

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23. Pensions continued

C. DEFINED BENEFIT PENSION SCHEMES CHANGES IN PRESENT VALUE

					2024			2023
			Obligations	Assets	Net	Obligations	Assets	Net
		Note	£m	£m	£m	£m	£m	£m
At 1 January			(82.2)	73.9	(8.3)	(82.4)	75.1	(7.3)
Recognised in the consolidated income statement:
–	interest (cost)/income		(0.9)	0.6	(0.3)	(3.9)	3.5	(0.4)
–	administration costs		(0.5)	–	(0.5)	(0.6)	–	(0.6)
Recognised in other comprehensive income – actuarial (losses)/gains:
–	experience adjustments		(0.6)	–	(0.6)	(0.9)	–	(0.9)
–	changes in financial assumptions		3.8	–	3.8	(0.5)	–	(0.5)
–	changes in demographic assumptions		–	–	–	0.8	–	0.8
–	actual return on plan assets		–	(3.8)	(3.8)	–	(0.5)	(0.5)
–	asset limit			0.1	0.1	–	(0.3)	(0.3)
			3.2	(3.7)	(0.5)	(0.6)	(0.8)	(1.4)
Settlement			69.8	(69.8)	–	–	–	–
Employer contributions			–	0.4	0.4	–	0.3	0.3
Benefits paid			2.0	(1.1)	0.9	5.1	(4.2)	0.9
Exchange gains			0.1	–	0.1	0.2	–	0.2
At 31 December			(8.5)	0.3	(8.2)	(82.2)	73.9	(8.3)
Analysed as:
–	Present value of the Scheme		–	–	–	(73.6)	73.6	–
–	Present value of Unfunded Retirement Schemes	17	(8.5)	0.3	(8.2)	(8.6)	0.3	(8.3)
			(8.5)	0.3	(8.2)	(82.2)	73.9	(8.3)

1 Included in net finance costs in note 6.

D. ANALYSIS OF THE SCHEME ASSETS ALL UNQUOTED

	2024	2023
	£m	£m
Buy-in insurance policy	–	73.6
	–	73.6

1 On 8 December 2022, the Scheme purchased a bulk annuity policy (‘buy-in’) with Just Retirement Limited (‘Just’) for a premium of £87.3m. This contract fully insured

all future payments to members of the Scheme, with the premium met from the Scheme’s assets. On 20 December 2023 the Group terminated its liability to make

contributions to the Scheme and the Trustees subsequently triggered the wind-up of the Scheme. This initiated a process for the Trustees to assign the annuity policy

to individual Scheme members, to transfer the administration to Just and to wind-up the Scheme, which was completed in June 2024. As at 31 December 2023, as the

wind-up had been triggered, the Company was no longer able to recognise the asset on its balance sheet in respect of the Scheme and, as a result, an asset limit was

applied at that date.

E. SENSITIVITY ON PRINCIPAL ASSUMPTIONS USED TO MEASURE THE SCHEME’S LIABILITIES

		2024	2023
Positive/(negative) effect		£m	£m
Discount rate	+0.1%	n/a	0.9
Inflation	+0.1%	n/a	(0.9)
Long term improvements in longevity	+ 1 year	n/a	(2.5)

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

184 Hammerson plc Annual Report 2024

24. Notes to the cash flow statement

A. ANALYSIS OF ITEMS INCLUDED IN OPERATING CASH FLOWS

		2024	2023
		£m	£m
Net movements in working capital and restricted monetary assets
Movements in working capital:
–	Decrease in receivables	(20.3)	8.8
–	Decrease in payables	11.6	(19.8)
		(8.7)	(11.0)
Decrease in restricted monetary assets		2.1	6.3
Total – continuing operations		(6.6)	(4.7)

	2024	2023
	£m	£m
Non-cash items
Increase in accrued rents receivable	(2.5)	(3.2)
Increase/(decrease) in loss allowance provisions	2.9	1.0
Amortisation of lease incentives and other costs	0.2	0.6
Depreciation (note 5)	1.4	3.0
Other non-cash items including share-based payment charge	3.3	1.4
	5.3	2.8

1 Comprises movement in provisions against trade (tenant) receivables and unamortised tenant incentives.

B. ANALYSIS OF MOVEMENTS IN NET DEBT

			2024			2023
	Cash and			Cash and
	cash			cash
	equivalents	Borrowings	Net debt	equivalents	Borrowings	Net debt
	£m	£m	£m	£m	£m	£m
At 1 January	472.3	(1,635.9)	(1,163.6)	218.8	(1,677.0)	(1,458.2)
Cash flow	267.7	104.9	372.6	254.6	(15.1)	239.5
Change in fair value of currency swaps	–	(2.1)	(2.1)	–	(1.9)	(1.9)
Exchange and other non-cash movements	(2.1)	61.1	59.0	(1.1)	58.1	57.0
At 31 December	737.9	(1,472.0)	(734.1)	472.3	(1,635.9)	(1,163.6)

Borrowings at 31 December 2024 reflects loans of £1,474.2m (2023: £1,624.5m) and fair value of currency swaps of £(2.2)m (2023: £11.4m).

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25. Contingent liabilities and commitments

A. CONTINGENT LIABILITIES

	2024	2023
	£m	£m
Reported Group:
– guarantees given	3.7	23.1
– claims arising in the normal course of business	15.7	15.6
Share of Property interests – claims arising in the normal course of business	5.8	12.4
Proportionally consolidated	25.2	51.1

In addition, the Group operates in a number of jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters

during the normal course of business. The tax impact can be uncertain until a conclusion is reached with the relevant tax authority or through a legal

process. The Group addresses this by closely monitoring these potential instances, seeking independent advice and maintaining transparency

with the authorities it deals with as and when any enquiries are made. As a result, the Group has identified a potential tax exposure attributable

to the ongoing applicability of tax treatments adopted in respect of certain tax structures within the Group, and is in correspondence with the

relevant authorities. The range of potential outcomes is a possible outflow of minimum £nil and maximum £131m (2023: minimum £nil and maximum

£122m). The Directors have not provided for this amount because they do not believe an outflow is probable.

B. CAPITAL COMMITMENTS ON INVESTMENT PROPERTIES

	2024	2023
	£m	£m
Reported Group	1.9	0.4
Share of Property interests	43.8	45.5
	45.7	45.9

26. Operating leases as a lessor

The Group leases its investment properties to occupiers under operating leases with a weighted average lease term for the Reported Group

properties of 3.7 years (2023: 3.5 years).

	2024	2023
Future minimum rentals receivable under non-cancellable leases	£m	£m
Within one year	75.4	61.6
Between one and two years	63.9	49.9
Between two and five years	102.8	80.6
More than five years	76.2	79.2
	318.3	271.3

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

186 Hammerson plc Annual Report 2024

27. Related Parties

A. JOINT VENTURES AND ASSOCIATES

Transactions between the Group’s subsidiary undertakings, which are related parties, have been eliminated on consolidation and are accordingly

not disclosed. The Group had the following transactions with its joint ventures and associates, which comprise primarily management fees,

interest receivable, loan balances and other amounts due.

			2024		2023
		Joint		Joint
		ventures	Associates	ventures	Associates
	Note	£m	£m	£m	£m
Income statement
Management fees		4.4	–	6.0	0.5
Net interest receivable		5.8	–	9.9	0.1
Share of distributions	13B/14D	28.6	14.2	47.7	66.3
Capital return	14D	–	–	–	–
Balance sheet – amounts due from/(to)
Loans	13C	54.1	–	201.4	1.7
Advances	13D	6.9	–	8.3	–
Participative loans	14C	–	–	–	212.4
Cash held on behalf of co-owners	16	–	–	2.2	–
Balances due from joint ventures	15B	–	–	1.4	–
Balances due to joint ventures	17	(5.6)	–	(3.9)	–
Balances due to co-owners	17	–	–	(2.2)	–
Distributions received in advance	17	–	–	–	(25.1)

1 Loans shown net of impairments. Loans due from associates at 31 December 2023 comprised €2.0m (£1.7m) due to an intermediate holding company of Value Retail

which was secured against a number of Value Retail assets and was included in the disposal of the Group’s interests in Value Retail as explained in note 9.

2 Represents movements in advances during the year.

B. KEY MANAGEMENT

Full details of the Directors’ emoluments, as required by the Companies Act 2006, are disclosed in the audited sections of the Directors’

Remuneration report on pages 104 to 123. The Company did not grant any credits, advances or guarantees of any kind to its Directors during the

current and preceding years.

The remuneration of the Directors and other members of the Group Executive Committee (‘GEC’), who are the key management of the Group,

is set out below in aggregate.

	2024	2023
	£m	£m
Salaries and short term benefits	6.2	5.9
Post employment benefits	0.3	0.3
Share-based payments	3.6	2.8
	10.1	9.0

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Note

2024

£m

2023

£m

Non-current assets

Investments in subsidiaries

C3 1,032.8 1,086.1

Trade and other receivables

C4 3,156.9 4,326.0

Restricted monetary assets

16 21.4 21.4

4,211.1 5,433.5

Current assets

Trade and other receivables 6.5 18.5

Derivative financial instruments

C6 2.2 5.2

Cash and cash equivalents 702.3 415.7

711.0 439.4

Total assets 4,922.1 5,872.9

Current liabilities

Loans

C6 (337.8) (108.6)

Trade and other payables

C5 (2,200.8) (2,369.3)

Derivative financial instruments

C6 (0.1) (2.3)

(2,538.7) (2,480.2)

Non-current liabilities

Loans

C6 (562.3) (915.1)

Derivative financial instruments

C6 – (15.0)

(562.3) (930.1)

Total liabilities (3,101.0) (3,410.3)

Net assets 1,821.1 2,462.6

Equity

Share capital

21A 24.6 250.1

Share premium – 1,563.7

Capital redemption reserve 225.5 –

Revaluation reserve (1,083.6) (1,030.7)

Retained earnings

2,662.3 1,685.9

Investment in own shares (7.7) (6.4)

Equity shareholders’ funds 1,821.1 2,462.6

1 Loss for the year attributable to equity shareholders was £489.4m (2023: profit of £146.0m).

These financial statements were approved by the Board on 25 February 2025 and signed on its behalf by:

Rita-Rose Gagné Himanshu Raja

Chief Executive Chief Financial Officer

Company Balance Sheet

As at 31 December 2024

188 Hammerson plc Annual Report 2024

Note

capital

£m

premium

£m

Capital

redemption

reserve

£m

Revaluation

reserve

£m

Retained

earnings

£m

Investment

in own

shares

£m

Equity

share-

holders’

funds

£m

At 1 January 2023

250.1 1,563.7 – (794.6) 1,576.0 (8.8) 2,586.4

Revaluation loss on investments in subsidiaries

C3 – – – (236.1) – – (236.1)

Foreign exchange translation differences on net

investment in subsidiaries

C3 – – – – (0.2) – (0.2)

Profit for the year – – – – 146.0 – 146.0

Total comprehensive (loss)/income – – – (236.1) 145.8 – (90.3)

–

Cost of shares awarded to employees – – – – – 2.4 2.4

Dividends

22 – – – – (35.9) – (35.9)

At 31 December 2023 250.1 1,563.7 – (1,030.7) 1,685.9 (6.4) 2,462.6

Revaluation loss on investments in subsidiaries

C3 – – – (52.9) – – (52.9)

Foreign exchange translation differences on net

investment in subsidiaries

C3 – – – – (0.4) – (0.4)

Loss for the year – – – – (489.4) – (489.4)

Total comprehensive loss – – – (52.9) (489.8) – (542.7)

Share capital consolidation

21A (225.1) – 225.1 – – – –

Share premium cancellation – (1,563.7) – – 1,563.7 – –

Share buyback and cancellation

21A (0.4) – 0.4 – (20.9) – (20.9)

Purchase of own shares and treasury shares – – – – – (3.4) (3.4)

Cost of shares awarded to employees – – – – – 2.1 2.1

Dividends

22 – – – – (76.6) – (76.6)

At 31 December 2024 24.6 – 225.5 (1,083.6) 2,662.3 (7.7) 1,821.1

1 Share capital includes shares held in treasury and shares held in an employee share trust, which are held at cost and excluded from equity shareholders’ funds through

‘Investment in own shares’ with further information set out in note 21A.

2 The capital redemption reserve comprises the nominal value of shares cancelled by way of the Company’s 1 for 10 share capital consolidation in September 2024

(see footnote 3) and shares purchased and cancelled under the Group’s share buyback programme which commenced in October 2024 (see footnote 4). This reserve

is non-distributable.

3 Following shareholder approval at a General meeting on 12 September 2024, the Company completed a 1 for 10 share consolidation on 30 September 2024 whereby

each of its ordinary shares were subdivided into 9 deferred shares and one ordinary share, following which the deferred shares were cancelled. See note 21 for

further details.

4 Following shareholder approval at a General meeting on 12 September 2023 and subsequent sanctioning by the High Court of England and Wales on 8 October 2024,

the Company cancelled its share premium account. The effect of this Capital Reduction was to increase the distributable reserves of the Company through a transfer

to retained earnings.

5 On 16 October 2024, the Company announced the commencement of a share buyback programme of up to £140m. In 2024 7.0m shares were repurchased and

cancelled under the programme for total consideration of £20.9m.

Company Statement of Changes in Equity

Year ended 31 December 2024

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A. GENERAL INFORMATION

The Company is incorporated in the United Kingdom and the separate

financial statements of the Company have been presented as required

by the Companies Act 2006.

The financial statements are prepared on the historical cost basis,

except that investments in subsidiaries and derivative financial

instruments are stated at fair value. The accounting policies have been

applied consistently year-on-year.

The Company meets the definition of a qualifying entity under FRS 100

(Financial Reporting Standard 100) issued by the Financial Reporting

Council. Accordingly, the financial statements have been prepared in

accordance with FRS 101 ‘Reduced Disclosure Framework’ and in

accordance with the Companies Act 2006 as applicable to companies

using FRS 101.

As permitted by FRS 101, the Company has taken advantage of the

disclosure exemptions available under that standard in relation to:

– A statement of cash flows

– Certain comparative information as otherwise required by IFRS

– Certain disclosures in respect of financial instruments

– Share-based payments

– The effects of new but not yet effective IFRSs

– Certain related party transactions including with those with

subsidiaries

The above disclosure exemptions have been adopted because

equivalent disclosures are included in the consolidated financial

statements into which the Company is consolidated.

B. GOING CONCERN

The Company has net current liabilities, due primarily to amounts

owed to its subsidiaries and other related undertakings. The Company

from a going concern perspective is inextricably linked to the Group.

As explained in note 1D to the consolidated financial statements,

the Directors have concluded that it is appropriate to prepare the

consolidated financial statements on a going concern basis. This

conclusion also applies to the preparation of the Company’s financial

statements for the reasons set out in that note.

C1. Basis of preparation, consolidation and principal accounting policies

C. MATERIAL ACCOUNTING POLICIES

The material accounting policies relevant to the Company are the same

as those set out in the accounting policies for the Group in note 1,

except for significant judgements and key estimates, investments in

subsidiaries, which are included at fair value with movements

recognised within the revaluation reserve, and amounts owed by

subsidiaries and other related undertakings which are held at amortised

cost but are subject to a credit loss impairment assessment which is

based on the net asset values of the borrowing entity.

D. SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the Company financial statements in conformity

with FRS 101 requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, and the

disclosure of contingent assets and liabilities at the date of the

Company’s financial statements and the reported amounts of revenue

and expenses during the reporting period. Actual results could differ

from those estimates. The estimates and underlying assumptions are

reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised.

There were no significant areas of judgement, but the Company’s key

areas of estimation uncertainty are in respect of the valuation of

investments in subsidiaries and the impairment of amounts due from

subsidiaries as detailed below.

The Directors determine the valuations of investments in subsidiaries

with reference to the net assets of the entities. The principal assets of

the entities are the investment properties held either by the subsidiary

or its fellow group undertakings which are valued by professional

external valuers. The Directors ensure they are satisfied that the

carrying amount of the Company’s investment in subsidiaries is

appropriate. The basis of valuation of the Group’s investment properties

is set out in the notes 1F and 12 to the consolidated financial statements.

Consistent with the Group’s deferred tax recognition treatment, as

explained in note 7C, in calculating the net asset values of the

subsidiaries, no deduction is made for deferred tax.

Additionally, as required by IFRS 9, management has assessed the

recoverability of amounts due to the Company from its subsidiaries and

other related undertakings, including joint ventures, by considering the

value of the underlying assets, incorporating any illiquidity impact in the

event of an immediate recovery being required.

Notes to the Company Financial Statements

For the year ended 31 December 2024

190 Hammerson plc Annual Report 2024

C2. Income statement

In accordance with the exemption permitted by section 408 of the Companies Act 2006, the Company has elected not to present its own income

statement or statement of comprehensive income for the year.

C3. Investment in subsidiaries

2024 2023

Cost

£m

Valuation

£m

Cost

£m

Valuation

£m

At 1 January 2,081.7 1,086.1 2,083.1 1,322.4

Exchange adjustment (2.9) (0.4) (1.4) (0.2)

Revaluation loss – (52.9) – (236.1)

At 31 December 2,078.8 1,032.8 2,081.7 1,086.1

A list of the subsidiary and other related undertakings is included in note C7.

C4. Trade and other receivables – non-current

2024

£m

2023

£m

Amounts owed by subsidiaries and other related undertakings

3,156.9 4,324.3

Loans receivable from associate – 1.7

3,156.9 4,326.0

1 Includes an expected credit loss impairment provision of £1,155.1m (2023: £606.5m). The movement in the year comprises an additional impairment provision of

£548.5m (2023: £122.4m) and a reduction of the provision in 2024 of £nil (2023: £111.8m), primarily related to disposed entities.

Amounts owed by subsidiaries and other related undertakings are unsecured and bear interest at floating rates based on SONIA/EURIBOR.

This includes amounts which are repayable on demand. However, there are no intentions to seek repayment of these amounts before 31 December

2025.

C5. Trade and other payables – current

2024

£m

2023

£m

Amounts owed to subsidiaries and other related undertakings 2,186.7 2,333.1

Accruals 14.1 36.2

2,200.8 2,369.3

The amounts owed to subsidiaries and other related undertakings are unsecured, repayable on demand and bear interest at floating rates based

on SONIA/EURIBOR.

C6. Loans and derivative financial instruments

The Company’s loans are the same as those for the Reported Group except for the €700.0m (£578.5m (2023: £607.1m)) 1.75% eurobonds due

2027 whereby the borrower is a subsidiary undertaking, but where the proceeds were transferred to the Company such that the amount is

included within amounts owed to subsidiaries and other related undertakings. An analysis of the loans is set out in note 18A to the consolidated

financial statements.

Details on the Company’s derivatives, which are the same as those for the Reported Group, are set out in notes 19A, 19C and 19F to the

consolidated financial statements.

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C7. Subsidiaries and other related undertakings

A. Subsidiaries and wholly owned entities

The Company has a 100% direct or indirect interest in the ordinary share capital (unless a Limited Partnership where no shares are in issue) of the

following entities, which are registered/operate in the countries as shown:

England and Wales

Registered office: Marble Arch House, 66 Seymour Street, London W1H 5BX

280 Bishopsgate Investments Limited Hammerson Martineau Galleries Limited

Crocusford Limited Hammerson MGLP Limited

Governeffect Limited Hammerson MGLP 2 Limited

Grantchester Group Limited Hammerson Operations Limited

Grantchester Holdings Limited Hammerson Oracle Investments Limited

Grantchester Limited Hammerson Oracle Investments 1 Limited

Grantchester Properties (Gloucester) Limited Hammerson Oracle Investments 2 Limited

Grantchester Properties (Sunderland) Limited Hammerson Oracle Properties Limited

Hammerson (Brent Cross) Limited Hammerson Pension Scheme Trustees Limited

Hammerson (Brent South) Limited Hammerson Renewable Energy Limited

Hammerson (Bristol Investments) Limited Hammerson Share Option Scheme Trustees Limited

Hammerson (Bristol) Limited Hammerson Sheffield (NRQ) Limited

Hammerson (Cardiff) Limited Hammerson Shelf Co 14 Limited

Hammerson (Cricklewood) Limited Hammerson UK Properties Limited

Hammerson (Croydon) Limited Hammerson Via No 1 Limited

Hammerson (Euston Square) Limited Hammerson Via No 2 Limited

Hammerson (Milton Keynes) Limited London & Metropolitan Northern

Hammerson (Renfrew) Limited Martineau Galleries (GP) Limited

Hammerson (Telford) Limited Martineau Galleries No. 1 Limited

Hammerson (Victoria Investments) Limited Martineau Galleries No. 2 Limited

Hammerson (Victoria Quarter) Limited Precis (1474) Limited (Ordinary and Deferred)

Hammerson (Watermark) Limited RT Group Developments Limited

Hammerson Birmingham Properties Limited RT Group Property Investments Limited

Hammerson Bull Ring Limited Spitalfields Developments Limited

Hammerson Bull Ring 2 Limited Spitalfields Holdings Limited (Ordinary and Preference)

Hammerson Company Secretarial Limited The Junction (General Partner) Limited

Hammerson Croydon (GP1) Limited The Junction (Thurrock Shareholder GP) Limited

Hammerson Croydon (GP2) Limited The Junction Limited Partnership

Hammerson Employee Share Plan Trustees Limited The Junction Thurrock (General Partner) Limited

Hammerson Group Management Limited The Junction Thurrock Limited Partnership

Hammerson Group Limited The Martineau Galleries Limited Partnership

Hammerson International Holdings Limited The West Quay Limited Partnership

Hammerson Investments (No. 12) Limited West Quay (No. 1) Limited

Hammerson Investments (No. 16) Limited West Quay (No. 2) Limited

Hammerson Investments (No. 23) Limited West Quay Shopping Centre Limited

Hammerson Investments (No. 26) Limited Westchester Holdings Limited

Hammerson Investments Limited Westquay Investments Limited

Hammerson Junction (No. 3) Limited

Notes to the Company Financial Statements continued

For the year ended 31 December 2024

192 Hammerson plc Annual Report 2024

C7. Subsidiaries and other related undertakings continued

A. Subsidiaries and wholly owned entities continued

France

Registered office: 36 Rue de Châteaudun, Paris 75009

Hammerson Centre Commercial Italie SAS SCI Cergy Cambon SCI

Hammerson Cergy SASU SCI Cergy Capucine SCI

Hammerson Cergy 1 SCI SCI Cergy Honoré SCI

Hammerson Cergy 2 SCI SCI Cergy Lynx SCI

Hammerson Cergy 4 SCI SCI Cergy Office 1 SCI

Hammerson Cergy 5 SCI SCI Cergy Office 2 SCI

Hammerson Développement SCI SCI Cergy Office 5 SCI

Hammerson Fontaine SCI SCI Cergy Opéra SCI

Hammerson France SAS SCI Cergy Paix SCI

Hammerson Holding France SAS SCI Cergy Royale SCI

Hammerson Marseille SCI SCI Cergy Trois SCI

Hammerson plc – French branch SCI Cergy Tuileries SCI

Hammerson SAS SCI Paris Italik SCI

Hammerson Troyes SCI SNC Cergy Expansion 2

Les Pressing Réunis SARL

Ireland

Registered office: Riverside One, Sir John Rogerson’s Quay, Dublin 2, DO2 X576, unless otherwise indicated

Dublin Central GP Limited Hammerson Group Management Limited – Irish branch

Dublin Central Limited Partnership Hammerson Ireland Finance Designated Activity Company

Dundrum R&O Park Management Limited Hammerson Ireland Investments Limited

Dundrum Town Centre Management Limited Hammerson Operations (Ireland) Limited

Dundrum Village Management Company Limited The Hammerson ICAV

1 Registered office: 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland.

Jersey

Registered office: 47 Esplanade, St Helier, Jersey JE1 0BD, unless otherwise indicated

Hammerson Birmingham Investments Limited Hammerson VIA (Jersey) Limited

Hammerson Highcross Investments Limited Hammerson VRC (Jersey) Limited

Hammerson Junction (No. 1) Limited The Junction Thurrock Unit Trust

Hammerson Junction (No. 2) Limited The Junction Unit Trust

1 Registered office: 44 Esplanade, St. Helier, Jersey JE4 9WG.

193

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Hammerson plc Annual Report 2024

Isle of Man

Registered office: First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF

Hammerson (Silverburn) Limited

Northern Ireland

Registered office: 50 Bedford Street, Belfast, United Kingdom, BT2 7FW

Abbey Retail Park Limited

Germany

Registered office: Schlossstraße 1, 12163 Berlin, Germany

BFN10 GmbH

1 Liquidated in January 2025.

Netherlands

Registered office: Albatroshof 41, 2872 BG Schoonhoven, Netherlands

Hammerson Europe BV Zweibrucken NL Holdco BV

1 66% interest in the ordinary share capital. Registered office: Van Heuven Goedhartlaan 935 A 1181 LD, Amstelveen, Noord-Holland, Netherlands.

United States

Registered office: 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States; country of operation is the United Kingdom

Hammerson LLC

B. Joint ventures

Unless otherwise indicated, the Company has an indirect 50% interest in the ordinary share capital (unless a Partnership, Limited Partnership

or Unit Trust where no shares are in issue) of the following entities, which are registered/operate in the countries as shown:

England and Wales

Registered office: Marble Arch House, 66 Seymour Street, London W1H 5BX

Bishopsgate Goodsyard Regeneration Limited Highcross Leicester (GP) Limited

Brent Cross Partnership (41% interest) Highcross Leicester Holdings Limited

Bristol Alliance (GP) Limited Highcross Leicester Limited Partnership

Bristol Alliance Limited Partnership Highcross Residential (Nominees 1) Limited

Bristol Alliance Nominee No. 1 Limited Highcross Residential (Nominees 2) Limited

Bristol Alliance Nominee No. 2 Limited Highcross Shopping Centre Limited

BRLP Rotunda Limited Oracle Nominees (No. 1) Limited

Bull Ring (GP) Limited Oracle Nominees (No. 2) Limited

Bull Ring No. 1 Limited Oracle Nominees Limited

Bull Ring No. 2 Limited Oracle Shopping Centre Limited

Grand Central (GP) Limited Reading Residential Properties Limited

Grand Central Limited Partnership The Bull Ring Limited Partnership

Grand Central No 1 Limited The Highcross Limited Partnership

Grand Central No 2 Limited The Oracle Limited Partnership

Highcross (GP) Limited

1 Administered by receiver

Ireland

Registered office: Riverside One, Sir John Rogerson’s Quay, Dublin 2, DO2 X576 Ireland

Dundrum Car Park GP Limited Dundrum Retail Limited Partnership

Dundrum Car Park Limited Partnership Dundrum Village GP DAC

Dundrum Residential Owners Management Company Limited Dundrum Village Limited Partnership

Dundrum Retail GP Designated Activity Company

1 Limited by guarantee.

Notes to the Company Financial Statements continued

For the year ended 31 December 2024

C7. Subsidiaries and other related undertakings continued

194 Hammerson plc Annual Report 2024

B. Joint ventures continued

Jersey

Registered office: 47 Esplanade, St Helier, Jersey JE1 0BD, unless otherwise stated

Grand Central Unit Trust Highcross (No. 1) Limited

Highcross Leicester Limited Highcross (No. 2) Limited

1 Registered office: 44 Esplanade, St Helier, Jersey JE4 9WG.

France

Registered office: 7 Place d’Estienne d’Orves – 2, Rue de Clichy – 75001 Paris, unless otherwise stated

Société Civile de Développement du Centre Commercial de la

Place des Halles SDPH SC 65%

1 Registered office: 36 Rue de Châteaudun, Paris 75009.

C. Exemption from audit

The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual financial statements

by virtue of Section 479A of that Act.

Company

registration

number

Company

registration

number

Grantchester Group Limited 1887040 Hammerson Group Management Limited 574728

Grantchester Holdings Limited 4035681 Hammerson International Holdings Limited 666151

Grantchester Limited 2489293 Hammerson Investments (No. 23) Limited 4186905

Grantchester Properties (Gloucester) Limited 3691896 Hammerson Investments Limited 3109232

Hammerson (Brent Cross) Limited 3377460 Hammerson Martineau Galleries Limited 4161246

Hammerson (Brent South) Limited 6644658 Hammerson MGLP Limited 3768311

Hammerson (Bristol Investments) Limited 6663404 Hammerson MGLP 2 Limited 9084398

Hammerson (Cardiff) Limited 6668272 Hammerson Operations Limited 4125216

Hammerson (Cricklewood) Limited 4789711 Hammerson Oracle Investments Limited 3289109

Hammerson (Croydon) Limited 4044457 Hammerson UK Properties Limited 298351

Hammerson (Milton Keynes) Limited 6671304 Hammerson Via No. 2 Limited 12279332

Hammerson (Renfrew) Limited 8180149 Martineau Galleries (GP) Limited 3744383

Hammerson (Victoria Investments) Limited 8047957 RT Group Developments Limited 3699545

Hammerson (Victoria Quarter) Limited 8230241 RT Group Property Investments Limited 4357520

Hammerson (Watermark) Limited 6763965 Spitalfields Developments Limited 2025411

Hammerson Bull Ring Limited 5447873 The Junction (General Partner) Limited 4278233

Hammerson Croydon (GP1) Limited 8230396 West Quay Shopping Centre Limited 643320

Hammerson Croydon (GP2) Limited 8234202

The following partnerships are exempt from the requirements to prepare, publish and have audited individual financial statements by virtue of

regulation 7 of the Partnerships (Accounts) Regulations 2008. The results of these partnerships are consolidated within these consolidated

financial statements.

The Junction Thurrock Limited Partnership The Martineau Galleries Limited Partnership

The Junction Limited Partnership

C8. Contingent liabilities

The Company has subsidiaries and related parties that operate in a number of jurisdictions and is subject to periodic challenges by local tax

authorities on a range of tax matters during the normal course of business. The tax impact can be uncertain until a conclusion is reached with the

relevant tax authority or through a legal process. The Company addresses this by closely monitoring these potential instances, seeking independent

advice, and maintaining transparency with the authorities it deals with as and when any enquiries are made. As a result, the Company has identified

a potential tax exposure attributable to the ongoing applicability of tax treatments adopted in respect of the Company’s tax structures, and is in

correspondence with the relevant authorities. The range of potential outcomes is a possible outflow of minimum £nil and maximum £131m

(2023: minimum £nil and maximum £122m). The Directors have not provided for this amount because they do not believe an outflow is probable.

C7. Subsidiaries and other related undertakings continued

195

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Hammerson plc Annual Report 2024

Table Table

Summary EPRA performance measures 1 Financing analysis

Net debt 12

Portfolio analysis Movement in net debt 13

Rental income 2 Net debt : EBITDA 14

Gross rental income 3 Interest cover 15

Net rental income 4 Gearing 16

Other rental data 5 Loan to value 17

Vacancy 6 EPRA loan to value 18

Lease expiries and breaks 7 Unencumbered asset ratio 19

Top ten tenants 8

Valuation analysis 9 Other key metrics

Capital expenditure (including acquisitions) 10 Cost ratio 20

Net initial yield 11 Total accounting return 21

Hammerson is a member of the European Public Real Estate Association (‘EPRA’) and has representatives who actively participate in a number

of EPRA committees and initiatives. This includes working with peer group companies, real estate investors and analysts and the large audit firms,

to improve the transparency, comparability and relevance of the published results of listed real estate companies in Europe.

As with other real estate companies, we have adopted the EPRA Best Practice Recommendations (‘BPR’) and were again awarded a Gold Award

for compliance with the EPRA BPR for our 2023 Annual Report. Further information on EPRA and the EPRA BPR can be found on their website

www.epra.com. Details of our key EPRA metrics are shown in Table 1.

In September 2024, EPRA issued updated EPRA earnings guidelines within its BPR. These included the addition of two new adjustment

categories relating to funding structures and non-operating and exceptional items. In relation to EPRA earnings, the Group will adopt these new

guidelines for its next reporting period, beginning 1 January 2025.

SUMMARY EPRA PERFORMANCE MEASURES

Table 1

Performance measure Note/Table

2024 2023

Earnings 10A £86.1m £102.8m

Earnings per share (‘EPS’) 11B 17.3p 2.1p

Cost ratio (including vacancy costs) Table 20 39.8% 41.2%

2023

Net Disposal Value (‘NDV’) per share 11C £3.73 £5.00

Net Tangible Assets value (‘NTA’) per share 11C £3.70 £5.08

Net Reinstatement Value (‘NRV’) per share 11C £4.04 £5.89

Net Initial Yield (‘NIY’) Table 11 5.9% 5.9%

Topped-up Net Initial Yield Table 11 6.2% 6.3%

Vacancy rate Table 6 5.3% 5.8%

Loan to value Table 18 31.9% 48.1%

1 Note reference is to notes in the financial statements and Table reference is to tables in the Additional Information section.

2 2023 per share figures restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 21 of the financial statements for further details.

Additional Information

Unaudited

196 Hammerson plc Annual Report 2024

PORTFOLIO ANALYSIS

The information presented in this section is on a management reporting basis i.e. proportionally consolidated.

Where applicable, the information presented within the ‘Development and other’ segment only reflects available data in relation to the investment

properties within this segment. See the Key Properties section for the principal properties in this segment.

Rental income

Table 2

Proportionally consolidated

Reported

Group

£m

Share of

Property

interests

£m

2024

£m

Reported

Group

£m

Share of

Property

interests

£m

2023

£m

Base rent 63.9 75.6 139.5 69.6 83.7 153.3

Turnover rent 3.0 7.1 10.1 4.7 8.9 13.6

Car park income 9.3 16.7 26.0 10.9 17.2 28.1

Commercialisation income 1.7 4.7 6.4 2.5 3.8 6.3

Surrender premiums 0.1 2.4 2.5 0.1 0.3 0.4

Lease incentive recognition 2.8 – 2.8 3.2 1.1 4.3

Other rental income 1.0 0.7 1.7 1.8 0.6 2.4

Gross rental income 81.8 107.2 189.0 92.8 115.6 208.4

Net service charge expense (4.0) (2.5) (6.5) (2.5) (3.3) (5.8)

Ground rents payable (1.1) (0.8) (1.9) (1.1) (0.7) (1.8)

Inclusive lease costs recovered through rent (2.4) (1.7) (4.1) (2.4) (4.0) (6.4)

Other property outgoings (13.4) (17.1) (30.5) (11.0) (15.9) (26.9)

Cost of sales (16.9) (19.6) (36.5) (14.5) (20.6) (35.1)

Adjusted net rental income 60.9 85.1 146.0 75.8 91.7 167.5

Gross rental income

Table 3

2024

Proportionally consolidated

Properties

owned

throughout

2023/24

£m

Change in

like-for-like

GRI

Disposals

£m

Acquisitions

£m

Developments

and other

£m

Tot al

£m

UK 74.4 (0.1) 3.1 2.5 – 80.0

France 55.2 7.8 0.1 – – 55.3

Ireland 37.7 (3.4) – – – 37.7

Flagship destinations 167.3 1.6 3.2 2.5 – 173.0

Developments and other – – – – 16.0 16.0

Tot a l 167.3 1.6 3.2 2.5 16.0 189.0

2023

Proportionally consolidated

Properties

owned

throughout

2023/24

£m

Exchange

£m

Disposals

£m

Acquisitions

£m

Developments

and other

£m

Total

£m

UK 74.5 – 18.3 – – 92.8

France 51.2 1.6 4.6 – 1.2 58.6

Ireland 39.0 1.0 – – – 40.0

Flagship destinations 164.7 2.6 22.9 – 1.2 191.4

Developments and other – 0.1 1.6 – 15.3 17.0

Tot a l 164.7 2.7 24.5 – 16.5 208.4

Gross rental income at Cabot Circus and The Oracle, where significant repositioning works are ongoing, totalled £22.5m (2023: £24.1m).

Excluding these two destinations increases the change in like-for-like GRI from 1.6% to 3.0%.

197

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Hammerson plc Annual Report 2024

PORTFOLIO ANALYSIS continued

Net rental income

Table 4

2024

Proportionally consolidated

Properties

owned throughout

2023/24

£m

Change in

like-for-like

NRI

Disposals

£m

Acquisitions

£m

Developments

and other

£m

Adjusted

NRI

£m

Change in

provision

£m

NRI

£m

UK 58.0 (0.5) 3.0 1.7 (1.1) 61.6 – 61.6

France 45.3 4.2 0.1 – (1.8) 43.6 – 43.6

Ireland 33.1 (6.3) – – (0.3) 32.8 – 32.8

Flagship destinations 136.4 (0.5) 3.1 1.7 (3.2) 138.0 – 138.0

Developments and other – – – – 8.0 8.0 – 8.0

Tot a l 136.4 (0.5) 3.1 1.7 4.8 146.0 – 146.0

2023

Proportionally consolidated

Properties

owned throughout

2023/24

£m

Exchange

£m

Disposals

£m

Acquisitions

£m

Developments

and other

£m

Adjusted

NRI

£m

Change in

provision

£m

NRI

£m

UK 58.2 – 15.2 – (0.6) 72.8 (0.3) 72.5

France 43.5 1.3 3.9 – 0.7 49.4 – 49.1

Ireland 35.4 1.0 – – – 36.4 – 36.4

Flagship destinations 137.1 2.3 1 9.1 – 0.1 158.6 (0.3) 158.3

Developments and other – 0.1 (0.1) – 8.9 8.9 – 9.0

Tot a l 137.1 2.4 19.0 – 9.0 167.5 (0.3) 167.3

The portfolio value on which like-for-like NRI growth is based was £2,259.0m (2023: £2,368.2m). Net rental income at Cabot Circus and The

Oracle, where significant repositioning works are ongoing, totalled £16.1m (2023: £17.0m). Excluding these two destinations increases the change

in like-for-like NRI from -0.5% to 0.2%.

Other rental data

Table 5

2024 At 31 December 2024

Proportionally consolidated

Gross rental

income

£m

Adjusted

net rental

income

£m

Vacancy

rate

Average

passing

rent

£/m

Passing

rent

£m

Estimated

rental value

£m

Passing

rent for

reversion

£m

Reversion/

(over-

rented)

UK 80.0 61.6 4.3 420 85.7 83.0 83.0 0.1

France 55.3 43.6 6.8 455 51.8 58.9 53.0 11.1

Ireland 37.7 32.8 2.7 470 36.6 37.7 35.1 7.2

Flagship destinations 173.0 138.0 4.9 440 174.1 179.6 171.1 5.0

Developments and other 16.0 8.0 13.1 185 8.3 9.4 8.8 7.2

Tot a l 189.0 146.0 5.3 405 182.4 189.0 179.9 5.1

2023 At 31 December 2023

UK 92.8 72.9 4.9 400 87.3 82.3 83.7 (1.8)

France 58.6 49.4 6.9 450 53.0 61.3 54.2 13.2

Ireland 40.0 36.3 3.8 480 39.0 39.5 37.1 6.4

Flagship destinations 191.4 158.6 5.4 430 179.3 183.1 175.0 4.6

Developments and other 17.0 8.9 13.6 190 8.5 10.0 9.2 8.9

Tot a l 208.4 167.5 5.8 400 187.8 193.1 184.2 4.8

1 See Table 6 for analysis of vacancy.

2 Average passing rent at the year end before deducting head rents and excluding passing rent from anchor units, car parks and commercialisation.

3 Passing rent is the annual rental income receivable at the year end from an investment property, after any rent-free periods and after deducting head rents and car

parking and commercialisation running costs totalling £13.9m (2023: £12.6m).

4 The estimated rental value (‘ERV’) at the year end calculated by the Group’s valuers and included within the unobservable inputs to the portfolio valuations as defined by

IFRS 13. At 31 December 2024, includes ERV for vacant space of £8.9m (2023: £9.9m) as per Table 5 and ERV for space undergoing reconfiguration of £2.7m (2023:

£2.6m) of which UK £1.9m and Ireland £0.8m).

5 Passing rent for reversion is passing rent adjusted for tenant incentives and inclusive costs, to give a better comparison with ERV which is on a net effective basis.

6 The reversion/(over-rented) figures show a direct comparison between the valuers’ ERV and passing rent for reversion, with both sets of figures being on a net effective

basis. The reversion/(over-renting) figures therefore show the future change in the Group’s rental income from the settlement of rent reviews or a combination of letting:

– units at prevailing ERVs at the next lease event i.e. break or expiry (see Table 7)

– vacant units (see Table 6)

– units undergoing reconfiguration (see note 4 above)

Additional Information continued

Unaudited

198 Hammerson plc Annual Report 2024

PORTFOLIO ANALYSIS continued

Vacancy

Table 6

2024 2023

Proportionally consolidated

ERV of vacant

space

£m

Total ERV for

vacancy

£m

Vacancy

rate

ERV of vacant

space

£m

Total ERV for

vacancy

£m

Vacancy

rate

UK 2.9 67.5 4.3 3.2 65.9 4.9

France 4.0 58.2 6.8 4.2 60.6 6.9

Ireland 0.9 33.0 2.7 1.3 35.2 3.8

Flagship destinations 7.7 158.7 4.9 8.7 161.7 5.4

Developments and other 1.1 8.5 13.1 1.2 8.5 13.6

Group portfolio 8.9 167.2 5.3 9.9 170.2 5.8

1 Total ERV for vacancy shown above differs from Table 5 due to the exclusion of car park ERV and head rents payable as these both distort the vacancy metric.

Lease expiries and breaks at 31 December 2024

Table 7

Rental income based on passing

rent of leases that expire/break in ERV of leases that expire/break in

Weighted average

unexpired

lease term

Proportionally consolidated

Holding over

£m

2025

£m

2026

£m

2027

£m

Tot al

£m

Holding over

£m

2025

£m

2026

£m

2027

£m

Tot al

£m

to break

years

to expiry

years

UK 6.9 2.2 9.5 8.5 27.1 7.7 2.4 10.1 8.6 28.8 4.7 6.3

France 2.6 1.7 1.3 1.2 6.8 2.4 3.3 1.4 1.5 8.6 2.9 6.6

Ireland 2.7 0.4 1.5 1.1 5.7 2.8 0.4 1.6 1.2 6.0 5.3 6.7

Flagship destinations 12.2 4.3 12.3 10.8 39.6 12.9 6.1 13.1 11.3 43.4 4.2 6.5

Developments and other 1.4 0.1 0.3 0.5 2.3 1.7 0.1 0.3 0.5 2.6 7.1 8.4

Group portfolio 13.6 4.4 12.6 11.3 41.9 14.6 6.2 13.4 11.8 46.0 4.4 6.6

The table above compares passing rent (as per Table 5) on a headline basis for those units with leases expiring or subject to a occupier break in

each year compared to the ERV of those units determined by the Group’s valuers on a net effective basis (as per Table 5).

Top ten tenants at 31 December 2024 (ranked by passing rent)

Table 8

Proportionally consolidated

Passing rent

£m

% of total

passing rent

Inditex 10.2 5.7

H&M 3.9 2.1

Next 3.5 1.9

JD Sports 3.3 1.8

Marks & Spencer 3.2 1.8

Watches of Switzerland 3.2 1.7

CK Hutchison (Superdrug) 2.7 1.5

Boots 1.9 1.0

River Island 1.7 0.9

Printemps 1.7 0.9

35.3 19.3

199

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Hammerson plc Annual Report 2024

PORTFOLIO ANALYSIS continued

Valuation analysis

Table 9

2024

Proportionally consolidated

Properties

at valuation

£m

Revaluation

gains/(losses)

in the year

£m

Income

return

Capital

return

Tot al

return

Initial

yield

Nominal

equivalent

yield

UK 915.3 16.8 7.9 0.8 8.7 7.2 7.8

France 964.1 4.5 4.5 0.5 5.1 4.3 5.1

Ireland 522.0 (82.6) 6.0 (13.4) (8.1) 6.2 6.7

Flagship destinations 2,401.4 (61.3) 6.0 (3.0) 2.9 5.9 6.5

Developments and other 257.6 (30.1) 2.9 (7.0) (4.3) 8.7 9.7

Tot a l 2,659.0 (91.4) 5.7 (3.4) 2.1 5.9 6.6

2023

Properties

at valuation

£m

Revaluation

losses

in the year

£m

Income

return

Capital

return

Total

return

Initial

yield

Nominal

equivalent

yield

UK 863.1 (21.8) 8.7 (2.4) 6.1 7.8 8.1

France 1,003.3 (15.2) 4.6 (4.3) 0.1 4.4 5.1

Ireland 629.7 (37.5) 5.7 (5.6) (0.2) 5.4 5.8

Flagship destinations 2,496.1 (74.5) 6.3 (4.0) 2.0 5.8 6.3

Developments and other 280.0 (44.6) 2.7 (6.2) (3.6) 8.2 9.6

Tot a l 2,776.1 (119.1) 5.9 (4.1) 1.6 5.9 6.4

1 Nominal equivalent yields are included within the unobservable inputs to the portfolio valuations as defined by IFRS 13. The nominal equivalent yield for the Reported

Group was 5.9% (2023: 5.7%).

2 Returns in 2023 included 100% of Italik, 75% of which was classified as a trading property until its sale in March 2023.

3 Capital and Total return figures in 2023 included the losses on disposal and impairment charges on derecognised assets (Highcross and O’Parinor).

Capital expenditure (including acquisitions)

Table 10

2024 2023

Proportionally consolidated

Reported

Group

£m

Share of

Property

interests

£m

Proportionally

consolidated

£m

Reported

Group

£m

Share of

Property

interests

£m

Proportionally

consolidated

£m

Acquisitions 140.9 – 140.9 – – –

Developments 3.2 10.4 13.6 3 10 13

Capital expenditure – creating area 0.5 0.5 1.0 1 – 1

Capital expenditure – no additional area 6.3 7.8 14.1 12 13 25

Tenant incentives 5.1 6.2 11.3 4 4

Tot a l 156.0 24.9 180.9 20 27 47

Conversion from accruals to cash basis (1.5) 8.4 6.9 (1) (3) (4)

Total on cash basis 154.5 33.3 187.8 19 24 43

Additional Information continued

Unaudited

200 Hammerson plc Annual Report 2024

PORTFOLIO ANALYSIS continued

Net initial yield

Table 11

Proportionally consolidated

Note/

Table

2024

£m

2023

£m

Reported Group (wholly owned and joint operations) 3B 1,487.0 1,396.2

Share of Property interests

3B 1,172.0 1,379.9

Portfolio valuation on a proportionally consolidated basis

3B 2,659.0 2,776.1

Less: Developments (188.4) (192.3)

Completed investment portfolio 2,470.6 2,583.8

Purchasers’ costs 161.5 171.9

Grossed up completed investment portfolio A 2,632.1 2,755.7

Annualised cash passing rental income 179.3 182.4

Non-recoverable costs (18.6) (15.5)

Rents payable (4.4) (4.1)

Annualised net rent B 156.3 162.8

Add:

Notional rent on expiration of rent-free periods and other lease incentives 5.5 7.8

Future rent on signed leases 2.0 1.7

Topped-up annualised net rent C 163.8 172.3

Add back: Non-recoverable costs 18.6 15.5

Passing rent

Table 5 182.4 187.8

EPRA Net initial yield B/A

Table 9 5.9% 5.9%

EPRA ‘Topped-up’ net initial yield C/A 6.2% 6.3%

1 Included within the Developments and other portfolio.

2 Purchasers’ costs equate to 6.5% (2023: 6.7%) of the value of the completed investment portfolio.

3 For leases in rent free period, the weighted average remaining rent-free period is 0.4 years (2023: 0.5 years).

201

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Hammerson plc Annual Report 2024

FINANCING ANALYSIS

Net debt

Table 12

2024 2023

Proportionally consolidated

Reported

Group

£m

Share of

Property

interests

£m

Tot al

£m

Reported

Group

£m

Share of

Property

interests

£m

Total

£m

Cash and cash equivalents 737.9 76.3 814.2 472.3 97.3 569.6

Loans (1,474.2) (141.2) (1,615.4) (1,624.5) (260.0) (1,884.5)

Fair value of currency swaps 2.2 – 2.2 (11.4) – (11.4)

Net debt (734.1) (64.9) (799.0) (1,163.6) (162.7) (1,326.3)

Movement in net debt

Table 13

Proportionally consolidated

Note/

Table

2024

£m

2023

£m

Opening net debt Table 12 (1,326.3) (1,732.1)

Profit from operating activities

2 108.6 117.4

(Increase)/decrease in receivables and restricted monetary assets (12.6) 16.4

Increase/(decrease) in payables 4.2 (31.0)

Adjustment for non-cash items 2.1 0.7

Cash generated from operations 102.3 103.5

Interest received 53.6 43.6

Interest paid (93.0) (93.5)

Distributions from Value Retail 19.4 73.6

Tax repaid/(paid) 0.1 (0.4)

Cash flows from operating activities 82.4 126.8

Investing activities

Acquisition (140.8) –

Capital expenditure (47.0) (42.9)

Derecognition of JV cash – (15.6)

Derecognition of JV secured debt – 125.0

Cash held within sold or derecognised entities – (8.4)

Distribution from other investment 1.1 –

Sale of Value Retail 583.6 –

Sale of properties 117.4 216.4

Cash flows from investing activities 514.3 274.5

Financing activities

(Premium)/Discount on redemption of bonds (25.5) 4.3

Debt and loan facility issuance and extension fees – (0.6)

Purchase of own shares (3.4) –

Proceeds from awards of own shares – 0.1

Shares repurchased (20.9) –

Equity dividends paid (82.6) (30.0)

Cash flows from financing activities (132.4) (26.2)

Exchange translation movement 63.0 30.7

Closing net debt

Table 12 (799.0) (1,326.3)

Additional Information continued

Unaudited

202 Hammerson plc Annual Report 2024

FINANCING ANALYSIS continued

Net debt : EBITDA

Table 14

Proportionally consolidated, including discontinued operations

Note/

Table

2024

£m

2023

£m

Net debt A Table 12 799.0 1,326.3

Adjusted operating profit (including share of Value Retail’s adjusted earnings)

2 133.8 163.0

Amortisation of tenant incentives and other items within net rental income (2.6) (3.6)

Share-based remuneration 4.3 3.6

Depreciation 1.4 3.0

EBITDA B 136.9 166.0

Net debt : EBITDA A/B 5.8x 8.0x

Interest cover

Table 15

Proportionally consolidated Note

2024

£m

2023

£m

Adjusted net rental income 2 146.0 167.5

Less net rental income in associates: Italie Deux

14B – (1.1)

A 146.0 166.4

Adjusted net finance costs

2 32.3 45.9

Less interest on lease obligations and pensions (3.3) (3.3)

B 29.0 42.6

Interest cover A/B 5.03x 3.91x

Gearing

Table 16

Proportionally consolidated

Note/

Table

2024

£m

2023

£m

Net debt Table 12 799.0 1,326.3

Unamortised borrowing costs 19.1 18.4

Net debt for gearing A 818.1 1,344.7

Equity shareholders’ funds – ‘Consolidated net tangible worth’ B 1,821.1 2,462.6

Gearing A/B 44.9% 54.6%

203

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Hammerson plc Annual Report 2024

FINANCING ANALYSIS continued

Loan to value

Table 17

Proportionally consolidated

Note/

Table

2024

£m

2023

£m

Net debt – ‘Loan’ A Table 12 799.0 1,326.3

Property portfolio B

3B 2,659.0 2,776.1

Investment in Value Retail

14C – 1,115.0

‘Value’ C 2,659.0 3,891.1

Loan to value A/C 30.0% 34.1%

Net debt – Value Retail D – 729.6

Property portfolio – Value Retail E

14C – 1,885.7

Loan to value – Full proportional consolidation of Value Retail (A+D)/(B+E) 30.0% 44.1%

Net payables – Proportionally consolidated 48.0 110.9

Net payables – Value Retail – 76.4

Net payables – Group F 48.0 187.3

Loan to value – EPRA

(A+D+F)/

(B+E)

Table 18 31.9% 48.1%

1 Following the sale of the Group’s interests in Value Retail in September 2024 this ratio is the same as Loan to value.

EPRA Loan to value

Table 18

2024

Proportionally consolidated

Reported

Group

£m

Share of joint

ventures

£m

Share of

associates

£m

Non-controlling

interests

£m

Tot al

£m

Include:

Loans 1,474.2 141.2 – – 1,615.4

Foreign currency derivatives (2.2) – – – (2.2)

Net payables 29.2 18.8 – – 48.0

Exclude:

Cash and cash equivalents (737.9) (76.3) – – (814.2)

Net debt A 763.3 83.7 – – 847.0

Include:

Investment properties at fair value 1,487.0 1,172.0 – – 2,659.0

Total property value B 1,487.0 1,172.0 – – 2,659.0

EPRA Loan to value A/B 31.9%

Additional Information continued

Unaudited

204 Hammerson plc Annual Report 2024

FINANCING ANALYSIS continued

EPRA Loan to value continued

2023

Reported

Group

£m

Share of joint

ventures

£m

Share of

associates

£m

Non-controlling

interests

£m

Total

£m

Include:

Loans 1,624.5 260.0 793.9 – 2,678.4

Foreign currency derivatives 11.4 – – – 11.4

Net payables 87.5 23.9 76.4 – 187.8

Exclude:

Cash and cash equivalents (472.3) (97.3) (64.4) – (634.0)

Net debt A 1,251.1 186.6 805.9 – 2,243.6

Include:

Investment properties at fair value 1,396.2 1,379.9 1,885.7 – 4,661.8

Total property value B 1,396.2 1,379.9 1,885.7 – 4,661.8

EPRA Loan to value A/B 48.1%

Rows with zero balances have intentionally been excluded from the EPRA specified format in the above tables.

1 Net payables includes the following balance sheet accounts for both current and non-current balances: interests in leasehold properties, right-of-use assets, trade and

other receivables, restricted monetary assets, trade and other payables, obligations under head leases, tax (excluding deferred tax) and the fair value of interest rate

swaps.

Unencumbered asset ratio

Table 19

Proportionally consolidated

Note/

Table

2024

£m

2023

£m

Property portfolio 3B 2,659.0 2,7 76.1

Less encumbered assets (406.0) (487.7)

Total unencumbered assets A 2,253.0 2,288.4

Net debt

Table 12 799.0 1,326.3

Adjustments:

– Cash held within investments in encumbered joint ventures 24.6 39.4

– Unamortised borrowing costs 19.1 18.4

– Encumbered loans (144.6) (260.2)

Total unsecured debt B 698.1 1,123.9

Unencumbered asset ratio A/B 3.23x 2.04x

1 Encumbered assets, cash and loans relate solely to Dundrum.

205

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Hammerson plc Annual Report 2024

OTHER KEY METRICS

Cost ratio

Table 20

Proportionally consolidated

2024

£m

2023

£m

Adjusted gross administration costs 43.5 51.5

Business transformation costs (see note 10A) A 4.9 13.2

Gross administration costs 48.4 64.7

Property fee income (6.3) (8.4)

Management fee receivable (4.4) (6.5)

Property outgoings 39.2 39.1

Less inclusive lease costs recovered through rent (4.1) (6.4)

Total operating costs for cost ratio B 72.8 82.5

Less vacancy costs (10.5) (8.6)

Total operating costs excluding vacancy costs for cost ratio C 62.3 73.9

Gross rental income 189.0 208.4

Ground rents payable (1.9) (1.8)

Less inclusive lease costs recovered through rent (4.1) (6.4)

Gross rental income for cost ratio D 183.0 200.2

Cost ratio including vacancy costs (excluding business transformation costs) (B-A)/D 37.1% 34.6%

EPRA Cost ratio including vacancy costs B/D 39.8% 41.2%

EPRA Cost ratio excluding vacancy costs C/D 34.0% 36.9%

The Group’s business model for development is to use a combination of in-house resource and external advisors. The cost of external advisors is

capitalised to the cost of developments. The cost of employees working on developments is generally expensed, but for wholly owned properties

is capitalised subject to meeting certain criteria related to the degree of time spent on specific projects. Employee costs of £0.6m (2023: £0.1m)

were capitalised as development costs in the year and are not included within Gross administration costs above.

Total accounting return

Table 21

2024 2023

NTA

£m

NTA per

£

NTA

£m

NTA per

£

EPRA NTA at 1 January A 2,542.0 5.08 2,633.7 5.27

EPRA NTA at 31 December 1,825.4 3.70 2,542.0 5.08

Reduction in NTA (716.6) (1.38) (91.7) (0.19)

Cash dividends in the year 76.6 0.15 35.9 0.07

B (640.0) (1.23) (55.8) (0.12)

Total accounting return B/A (24.2)% (2.1)%

1 NTA per share metrics have been restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 21 for further details.

Additional Information continued

Unaudited

206 Hammerson plc Annual Report 2024

KEY PROPERTIES

Key property listing at 31 December 2024

Table 22

Accounting

classification

where not

wholly owned

Passing rent

Location Ownership Area, m

No. of

tenants

2024

£m

2023

£m

Flagship destinations

Brent Cross London Joint venture 41% 105,500 115 12.8 12.8

Bullring Birmingham Joint venture 50% 122,400 147 25.2 23.9

Cabot Circus Bristol Joint venture 50% 108,000 106 10.9 10.7

The Oracle Reading Joint venture 50% 69,500 102 10.0 10.4

Westquay Southampton 100% 95,400 108 26.8 13.6

500,800 578 85.7 71.4

France

Les 3 Fontaines Cergy 100% 72,600 189 22.7 21.9

Les Terrasses du Port Marseille 100% 62,800 160 29.1 30.3

135,400 349 51.8 52.2

Ireland

Dundrum Dublin Joint venture 50% 126,500 155 26.2 27.7

Ilac Centre Dublin Joint operation 50% 28,200 65 3.3 4.1

Pavilions Swords Joint operation 50% 44,400 98 7.1 7.2

199,100 318 36.6 39.0

Total flagships 835,300 1,245 174.1 162.6

Developments and other (key properties)

Bristol Broadmead Bristol Joint venture 50% 33,400 65 2.4 2.9

Dublin Central Dublin 100% n/a n/a n/a n/a

Dundrum Phase II Dublin Joint venture 50% n/a n/a n/a n/a

Grand Central Birmingham Joint venture 50% 39,500 54 4.1 3.7

Eastgate Leeds 100% n/a n/a n/a n/a

Martineau Galleries Birmingham 100% 38,600 36 1.8 2.0

Pavilions land Swords 100% n/a n/a n/a n/a

The Goodsyard London Joint venture 50% n/a n/a n/a n/a

1 2023 passing rent reflects Westquay ownership at 50% and 2023 year end exchange rate of £1:€1.153.

2 Collectively known as the Birmingham Estate.

3 Collectively known as the Bristol Estate.

4 Property includes areas held under co-ownership; figures above reflect the Group’s ownership interests only.

207

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

2024

£m

2023

£m

2022

£m

2021

£m

2020

£m

Income statement – Proportionally consolidated

Revenue 247.4 266.7 275.0 322.2 368.2

Gross rental income 189.0 208.4 215.2 250.4 288.2

Net rental income 146.0 167.5 177.2 182.5 148.5

Profit from operating activities 108.6 117.4 129.3 122.5 104.4

Other net losses including revaluation and impairments (561.6) (140.1) (222.1) (466.2) (1,598.6)

Share of results of joint ventures – – – – (20.7)

Share of results of associates (9.6) 14.8 (5.3) 20.0 (135.8)

Net finance costs (61.2) (42.7) (65.6) (103.6) (83.6)

Loss before tax (523.8) (50.6) (163.7) (427.3) (1,734.3)

Tax charge (2.5) (0.8) (0.5) (1.8) (0.6)

Loss after tax (526.3) (51.4) (164.2) (429.1) (1,734.9)

Adjusted earnings 99.0 116.3 104.9 65.5 27.4

Balance sheet – Proportionally consolidated

Investment and development properties 2,659.0 2,7 76.1 3,183.9 3,375.3 4,413.8

Investment in associates – 1,115.0 1,189.4 1,140.8 1,154.1

Cash and cash equivalents 814.2 569.6 336.5 449.8 521.7

Borrowings (1,613.2) (1,895.9) (2,068.6) (2,253.2) (2,743.0)

Other assets 198.5 191.4 299.0 404.5 320.0

Other liabilities (237.4) (293.6) (353.8) (371.2) (457.7)

Net assets 1,821.1 2,462.6 2,586.4 2,746.0 3,208.9

Movement in net debt – Proportionally consolidated

Opening net debt (1,326.3) (1,732.1) (1,798.8) (2,215.4) (2,816.8)

Cash flows from operating activities 82.4 130.5 102.4 (17.7) (40.9)

Cash flows from investing activities 514.3 274.5 115.6 328.1 232.3

Cash flows from financing activities (132.4) (29.9) (20.3) (30.8) 518.3

Foreign exchange 63.0 30.7 (131.0) 137.0 (108.3)

Closing net debt (799.0) (1,326.3) (1,732.1) (1,798.8) (2,215.4)

Key credit metrics

Gearing 44.9% 54.6% 67.8% 66.4% 70.2%

Loan to value 30.0% 34.1% 39.3% 38.9% 40.1%

Net debt:EBITDA 5.8x 8.0x 10.4x 13.4x 14.1x

Interest cover 5.03x 3.91x 3.24x 2.30x 1.81x

Per share data

Basic loss per share (106.0)p (10.3)p (33.2)p (87.3)p (624)p

Adjusted earnings per share 19.9p 23.3p 21.2p 13.3p 13.1p

Dividend per share – cash basis 15.63p 15.00p 2.00p 4.00p 4.00p

Net tangible asset value (‘NTA’) per share £3.70 £5.08 £5.26 £6.42 £8.18

1 Income statements for 2024, 2023, 2021 and 2020 includes discontinued operations.

2 Borrowings comprise loans and currency swaps.

3 2020 credit metrics have not been restated for the IFRIC Decision on Deposits and IFRIC Decision on Concessions which were issued in April and October 2022 respectively.

4 Comparative per share data has been restated to reflect the 1 for 10 share consolidation undertaken during 2024 (see note 21 for further details). Earnings per share

metrics for 2021 and 2020 have also been restated in respect of the bonus element of scrip dividends.

Five year record

208 Hammerson plc Annual Report 2024

Shareholder Information

Registered office and principal UK address

Hammerson plc

Marble Arch House

66 Seymour Street

London W1H 5BX

Registered in England No. 360632

+44 (0)20 7887 1000

Principal address in France

Hammerson France SAS

34 rue Laffitte

Paris 75009

+33 (0)156 69 30 00

Principal address in the Republic of Ireland

Hammerson Group Management Limited

Building 10, Pembroke District

Dundrum Town Centre, Dundrum

Dublin D16 A6P2

Advisers

Valuers CBRE Limited

Cushman and Wakefield DTL Limited

Jones Lang LaSalle Limited

Auditor PricewaterhouseCoopers LLP

Broker and Financial

Adviser

Morgan Stanley & Co. International plc

Financial Adviser Lazard & Co. Ltd

Solicitor Slaughter and May

Primary and secondary listings

The Company has its primary listing on the London Stock

Exchange and secondary inward listings on the Johannesburg

Stock Exchange and on Euronext Dublin. Our secondary listing

equity sponsors are Investec Bank Limited in respect of the

Johannesburg Stock Exchange and Goodbody Stockbrokers UC

in respect of the Euronext Dublin listing.

Shareholder administration

For assistance with queries about the administration of

shareholdings, such as lost share certificates, change of address,

change of ownership or dividend payments, please contact the

relevant Registrar or Transfer Secretaries.

UK Registrar

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds LS1 4DL

shareholderenquiries@cm.mpms.mufg.com

Shareholder portal: www.signalshares.com

+44 (0)371 664 0300

Calls are charged at the standard geographic rate and will vary by

provider. Calls outside the UK will be charged at the applicable

international rate. Lines are open between 9:00 am to 5:30 pm,

Monday to Friday, excluding public holidays in England and Wales.

South African Transfer Secretaries

Computershare Investor Services Proprietary Limited

Rosebank Towers

15 Biermann Avenue

Rosebank 2196

South Africa

Private Bag X9000

Saxonwold 2132

South Africa

0861 100 933 (local in South Africa)

web.queries@computershare.co.za

Annual General Meeting

The Annual General Meeting will be held at 9:00 am (UK time)

on 15 May 2025. Details of the Annual General Meeting and the

resolutions to be voted upon can be found in the Notice of Meeting

which is available on our website at www.hammerson.com.

Payment of dividends

UK shareholders who do not currently have their dividends paid

direct to a bank or building society account and who wish to do so,

should complete a mandate instruction available from the Registrar

or register their mandate at www.signalshares.com. Shareholders

outside the UK may be able to have dividends in excess of £10 paid

into their bank account directly in their local currency via the

MUFG Corporate Markets international payments service. Details

and terms and conditions may be viewed at www.mpms.mufg.com.

ShareGift

Shareholders with a small number of shares, the value of which

makes it uneconomic to sell them, may wish to consider donating

them to charity through ShareGift, a registered charity (registered

charity no: 1052686). Further information about ShareGift is

available at www.sharegift.org, by email at help@sharegift.org, by

calling on +44 (0)207 930 3737 or by writing to ShareGift, PO Box

72253, London, SW1P 9LQ. To donate shares, please contact

ShareGift.

Strate Charity Shares

South African shareholders for whom the cost of selling their

shares would exceed the market value of such shares may wish

to consider donating them to charity. An independent non-profit

organisation called Strate Charity Shares has been established to

administer this process. For further details or donations contact

the Strate Charity Shares’ toll-free helpline on 0800 202 363

(if calling from South Africa) or +27 11 870 8207 (if calling from

outside South Africa), email charityshares@computershare.co.za,

or visit www.strate.co.za.

209

Corporate GovernanceStrategic Report Financial Statements Other Information

Hammerson plc Annual Report 2024

Shareholder security

Share fraud includes scams where fraudsters cold call investors

offering them overpriced, worthless or non-existent shares, or offer

to buy shares owned by investors at an inflated price. We advise

shareholders to be vigilant of unsolicited mail or telephone calls

regarding buying or selling shares. For more information visit

www.fca.org.uk/scams or call the FCA Consumer Helpline on

+44(0)800 111 6768. This is a freephone number from the UK.

Lines are open Monday to Friday, 8:00 am to 6:00 pm, and

Saturday, 9:00 am to 1:00 pm.

Unsolicited mail

Hammerson is obliged by law to make its share register available

on request to other organisations. This may result in shareholders

receiving unsolicited mail. To limit the receipt of unsolicited mail,

UK shareholders may register with the Mailing Preference Service,

an independent organisation whose services are free, by visiting

www.mpsonline.org.uk. Once a shareholder’s name and address

details have been registered, the Mailing Preference Service will

advise companies and other bodies that subscribe to the service

not to send unsolicited mail to the address registered.

UK Real Estate Investment Trust (‘REIT’) taxation

As a UK REIT, Hammerson plc is exempt from corporation tax

on rental income and gains on UK investment properties but

is required to pay Property Income Distributions (‘PIDs’). UK

shareholders will be taxed on PIDs received at their full marginal

tax rates. A REIT may in addition pay normal dividends.

For most shareholders, PIDs will be paid after deducting

withholding tax at the basic rate. However, certain categories of

UK shareholder are entitled to receive PIDs without withholding

tax, principally UK resident companies, UK public bodies, UK

pension funds and managers of ISAs, PEPs and Child Trust Funds.

Further information on UK REITs is available on the Company’s

website, including a form to be used by shareholders to certify if

they qualify to receive PIDs without withholding tax.

PIDs paid to overseas shareholders are subject to withholding tax

at 20%. South African shareholders may apply to His Majesty’s

Revenue and Customs after payment of a PID for a refund of the

difference between the 20% withholding tax and the prevailing UK/

South African double tax treaty rate. Other overseas shareholders

may be eligible to apply for similar refunds of UK withholding tax

under the terms of the relevant tax treaties.

Normal dividends paid to overseas shareholders are paid gross

but may be subject to taxation in the shareholder’s country of

residence. For South African shareholders, dividends tax at 20%

will be withheld and paid over to the South African Revenue

Service on the shareholders’ behalf. Certain shareholders,

including South African tax resident companies, retirement funds

and approved public benefit organisations, are exempt from

dividends tax but it is the responsibility of each shareholder to

seek their own advice. Dividends tax does not apply to scrip

dividends, whether paid as a PID or a normal dividend.

Forward-looking statements

Certain statements made in this Annual Report are forward-looking

and are based on current expectations concerning future events

which are subject to a number of assumptions, risks and

uncertainties. Many of these assumptions, risks and uncertainties

relate to factors that are beyond the Group’s control and which

could cause actual results to differ materially from any expected

future events or results referred to or implied by these forward-

looking statements. Any forward-looking statements made are

based on the knowledge and information available to Directors on

the date of publication of this Annual Report. Unless otherwise

required by applicable laws, regulations or accounting standards,

the Group does not undertake any obligation to update or revise

any forward-looking statements, whether as a result of new

information, future developments or otherwise. Accordingly, no

assurance can be given that any particular expectation will be met

and reliance should not be placed on any forward-looking statement.

Cautionary statement

Nothing in this document should be construed as a profit forecast

or estimate. Past performance cannot be relied upon as a guide to

future performance and persons needing advice should consult an

independent financial adviser or other professional adviser.

This report does not constitute or form part of any offer or invitation

to sell, or any solicitation of any offer to subscribe for or purchase

any shares or other securities in the Company or any of its group

members, nor shall it or any part of it or the fact of its distribution

form the basis of, or be relied on in connection with, any contract

or commitment or investment decisions relating thereto, nor does

it constitute a recommendation regarding the shares or other

securities of the Company or any of its group members.

Statements in this report reflect the knowledge and information

available at the time of its preparation. Liability arising from

anything in this report shall be governed by English law. Nothing in

this report shall exclude any liability under applicable laws that

cannot be excluded in accordance with such laws.

Shareholder Information continued

210 Hammerson plc Annual Report 2024

Glossary

2024 share consolidation The 1:10 share consolidation and re-designation of the Company’s ordinary shares that took effect on

30 September 2024, further information on which was set out in the Company’s Circular to Shareholders

and Notice of Meeting dated 8 August 2024.

Adjusted earnings Reported amounts excluding certain items in accordance with EPRA guidelines and also certain Company

specific items which the Directors believe are not reflective of the normal day-to-day operating activities of

theGroup.

Annual Incentive Plan (‘AIP’) Annual bonus plan for all employees, including Executive Directors.

AUM (Assets under management) The 100% value of the Group’s properties under management.

Average cost of debt or weighted

average interest rate (‘WAIR’)

The cost of finance expressed as a percentage of the weighted average debt (can be calculated on both a net

and gross debt basis) during the period.

Borrowings The aggregate of loans and the fair value of currency swaps but excluding the fair value of the interest rate swaps,

as this crystallises over the life of the instruments rather than at maturity.

BREEAM An environmental rating assessed under the Building Research Establishment Environmental AssessmentMethod.

Capital return The change in property value during the period after taking account of capital expenditure, calculated on a

monthly time-weighted and constant currency basis.

Corporate Sustainability

Reporting Directive (‘CSRD’)

A new directive requiring large companies to disclose ESG information based on the European Sustainability

Reporting Standards (‘ESRS’). The Group is expecting to report under CSRD for the year ending 31 December 2025.

EBITDA Earnings before interest, tax, depreciation and amortisation.

EPRA The European Public Real Estate Association, a real estate industry body, of which the Company is a member.

This organisation has issued Best Practice Recommendations with the intention of improving the transparency,

comparability and relevance of the published results of listed real estate companies in Europe.

Equivalent yield (true and nominal) The capitalisation rate applied to future cash flows to calculate the gross property value. The cash flows reflect

future rents resulting from lettings, lease renewals and rent reviews based on current ERVs. The true equivalent

yield (‘TEY’) assumes rents are received quarterly in advance, while the nominal equivalent yield (‘NEY’) assumes

rents are received annually in arrears. These yields are determined by the Group’s external valuers.

ERV The estimated market rental value of the total lettable space in a property calculated by the Group’s external

valuers on a net effective basis.

ESG (Environmental, Social and

Governance)

A framework that helps stakeholders understand how an organisation is managing risks and opportunities related

to environmental, social, and governance criteria. ESG takes the holistic view that sustainability extends beyond

just environmental issues.

EU Taxonomy A green classification system that translates the EU’s climate and environmental objectives into criteria for

specific economic activities for investment purposes. It establishes a list of environmentally sustainable economic

activities to facilitate sustainable investment and requires mandatory disclosure obligations on some companies

and investors, requiring them to disclose their share of Taxonomy-aligned activities.

F&B Food and beverage.

Gearing Net debt expressed as a percentage of equity shareholders’ funds calculated as per the covenant definition in the

Group’s unsecured revolving credit facilities and private placement senior notes.

Gross property value or Gross

asset value (‘GAV’)

Property value before deduction of purchasers’ costs, as determined by the Group’s external valuers.

Gross rental income (‘GRI’) Income from leases, car parks and commercialisation, after amortising lease incentives.

Headline rent The annual rental income derived from a lease, including base and turnover rent but after rent-free periods.

Inclusive lease A lease, often for a short period, under which the rent includes costs such as service charge, rates and utilities.

Instead, the landlord incurs these costs as part of the overall commercial arrangement.

Income return Income derived from property taken as a percentage of the property value on a time-weighted and constant

currency basis after taking account of capital expenditure.

Initial yield (or Net initial yield

(‘NIY’))

Annual cash rents receivable (net of head rents and the cost of vacancy, and, in the case of France, net of an

allowance for costs of approximately 5%, primarily for management fees), as a percentage of gross property

value, as provided by the Group’s external valuers. Rents receivable following the expiry of rent-free periods are

not included. Rent reviews are assumed to have been settled at the contractual review date at ERV.

Interest cover Adjusted net rental income divided by Adjusted net finance costs before capitalised interest and interest charges

on lease obligations and pensions. All figures exclude associates.

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Interest rate or currency swap

(or derivatives)

An agreement with another party to exchange an interest or currency rate obligation for a pre-determined period.

Joint venture and associate

management fees

Fees charged to joint ventures and associates for accounting, secretarial, asset and development

management services.

Leasing Comprises new lettings and renewals. For temporary leases (period of less than one year), leasing value reflects

the rent secured for the period of the lease, not an annualised figure.

Leasing vs Passing rent A comparison of Headline rent from new leases and renewals to the Passing rent at the most recent balance

sheet date.

Like-for-like (‘LfL’) A methodology for comparing key metrics, calculated to reflect properties owned throughout both current and

prior periods, and where applicable calculated on a constant currency basis.

Like-for-like (‘LfL’) GRI/NRI The percentage change in GRI/NRI for flagship properties owned throughout both current and prior periods,

calculated on a constant currency basis. Properties undergoing a significant extension project are excluded from

this calculation during the period of the works. For interim reporting periods properties sold between the balance

sheet date and the date of the announcement are also excluded from this metric.

Loan to value (‘LTV’) Net debt expressed as a percentage of the Group’s property portfolio value, calculated on a proportionally

consolidated basis. In addition, EPRA has a measure, ‘EPRA LTV’ which adds net payables to net debt. Prior to the

Group’s sale of its investment in Value Retail in September 2024, the Group also disclosed a full proportional

consolidation measure (‘FPC LTV’) which included the Group’s share of Value Retail’s debt and property portfolio.

Net effective rent (‘NER’) Annual rent from a unit calculated by taking the total rent payable over the term of the lease to the earliest

termination date and deducting all lease incentives.

Net rental income (‘NRI’) GRI less net service charge expenses and cost of sales. Additionally, the change in provision for amounts not yet

recognised in the income statement is also excluded to calculate Adjusted NRI.

NTA (‘EPRA’) EPRA Net Tangible Assets: An EPRA net asset per share measure calculated as equity shareholders’ funds with

adjustments made for the fair values of certain financial derivatives, deferred tax and any goodwill balances.

Occupancy rate The ERV of the area in a property or portfolio, excluding developments, which is let, expressed as a percentage

of the total ERV, excluding the ERV for car parks, of that property or portfolio.

Occupational cost ratio (‘OCR’) The proportion of an occupier’s sales compared with the total cost of occupation, including rent, local taxes

(i.e.business rates) and service charge. Calculated excluding department stores.

Over-rented The amount, or percentage, by which the ERV falls short of rent passing for reversion.

Passing rents or rents passing The annual rental income receivable from an investment property after rent-free periods, head rents, car park

costs and commercialisation costs.

Pre-let A lease signed with an occupier prior to the completion of a development or other major project.

Principal lease A lease signed with an occupier with a secure term of greater than one year.

Property fee income Amounts recharged to tenants or co-owners for property management services including, but not limited to

service charge management and rent collection fees.

Property Income Distribution

(‘PID’)

A dividend, generally subject to withholding tax, that a UK REIT is required to pay from its tax-exempt property

rental business and which is taxable for UK-resident shareholders at their marginal tax rate.

Property interests (Share of) The Group’s share of properties co-owned with third parties where the Group undertakes day-to-day

management. This excludes Value Retail, up to the date of its sale, which was not proportionally consolidated.

See page 35 of the Financial Review for further details.

Property outgoings The direct operational costs and expenses incurred by the landlord relating to property ownership and

management. This typically comprises void costs, net service charge expenses, letting related costs, marketing

expenditure, repairs and maintenance, tenant incentive impairment, bad debt expense relating to items recognised

in the income statement and other direct irrecoverable property expenses. These costs are included within the

Group’s calculation of like-for-like NRI and the Cost ratio.

Proportional consolidation The aggregation of the financial results of the Reported Group and the Group’s Share of Property interests under

management (i.e. excluding Value Retail) as set out in note 2 to the financial statements.

QIAIF Qualifying Investor Alternative Investment Fund. A regulated tax regime in the Republic of Ireland which exempts

participants from Irish tax on property income and chargeable gains subject to certain requirements.

REIT Real Estate Investment Trust. A tax regime which in the UK exempts participants from corporation tax both on UK

rental income and gains arising on UK investment property sales, subject to certain requirements.

Rent collection Rent collected as a percentage of rent due for a particular period after taking account of any rent concessions

granted for the relevant period.

Glossary continued

212 Hammerson plc Annual Report 2024

Rents passing for reversion Passing rent adjusted for lease incentives and inclusive costs to be on a net effective basis. This will increase or

decrease due to changes to rents passing at rent review or the next lease event (i.e. expiry or break), or by leasing

vacant space or space undergoing reconfiguration.

Reported Group The financial results as presented under IFRS.

Reversionary or under-rented The amount, or percentage, by which the ERV exceeds the rent passing for reversion.

RIDDOR A health and safety reporting obligation to report deaths, injuries, diseases and ‘dangerous occurrences’ at work,

including near misses, under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013.

Scope 1 emissions Direct emissions from owned or controlled sources.

Scope 2 emissions Indirect emissions from the generation of purchased energy.

Scope 3 emissions All indirect emissions (not included in Scope 2) that occur in the value chain of the reporting company, including

both upstream and downstream emissions.

SAICA South African Institute of Chartered Accountants.

SIIC Sociétés d’Investissements Immobiliers Côtées. A tax regime in France which exempts participants from the

French tax on property income and gains subject to certain requirements.

SONIA Sterling Overnight Index Average.

Task Force on Climate-related

Financial Disclosures (‘TCFD’)

An organisation established with the goal of developing a set of voluntary climate-related financial risk disclosures

to be adopted by companies to inform investors and the public about the risks they face relating to climate change.

Task Force on Climate-related

Financial Disclosures (‘TNFD’)

An organisation established with the goal of developing a set of voluntary nature-related financial risk disclosures

to be adopted by companies to inform investors and the public about the risks they face relating to climate change.

Temporary lease A lease with a period of one year or less, measured to the earlier of lease expiry or occupier break.

Total accounting return (‘TAR’) The growth in EPRA NTA per share plus dividends paid, expressed as a percentage of EPRA NTA per share at the

beginning of the period. The return excludes the dilution impact from scrip dividends.

Total development cost All capital expenditure on a development or other major project, including capitalised interest.

Total property return (‘TPR’)

(ortotal return)

NRI, excluding the change in provision for amounts not yet recognised in the income statement, and capital

growth expressed as a percentage of the opening book value of property adjusted for capital expenditure,

calculated on a monthly time-weighted and constant currency basis.

Total shareholder return (‘TSR’) Dividends and capital growth in a Company’s share price, expressed as a percentage of the share price at the

beginning of the period.

Transitional risk Business risk posed by regulatory and policy changes implemented to tackle climate change.

Turnover rent Rental income which is linked to an occupier’s revenues.

Vacancy rate The ERV of the area in a property, or portfolio, excluding developments, which is currently available for letting,

expressed as a percentage of the ERV of that property or portfolio.

WAULB/WAULT Weighted average unexpired lease to break/term.

Yield on cost Passing rents expressed as a percentage of the total development cost of a project or property.

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Hammerson plc

Marble Arch House

66 Seymour Street

London W1H 5BX

www.hammerson.com

info@hammerson.com

+44 (0) 20 7887 1000