Directors’ report

The Directors present their report and the financial statements for the year ended 31 March 2021.

Directors’ responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors’ report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare accounts for each financial year. Under that law, the Directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for the financial year. In preparing these accounts, the Directors are required to: — select suitable accounting policies and then apply them consistently; — make judgments and accounting estimates that are reasonable and prudent; — state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts; and — prepare the accounts on the going concern basis unless it is inappropriate to presume that the Company and

Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.

Disclosure of information to the auditor

In the case of each person who was a Director at the time this report was approved: — so far as that Director was aware there was no relevant audit information of which the Group’s auditor was unaware; and — that Director had taken all steps that the Director ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the

Group’s auditor was aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Auditor

A resolution to reappoint the auditor, Nexia Smith & Williamson, will be proposed at the next AGM.

Company’s registered number

The Company’s registered number is 06439246.

Dividends

During the year, the Group paid dividends of £25,500,000 (2020: £37,230,000) to ordinary shareholders and £nil (2020: £nil) to ‘A’ shareholders.

Going concern

The Directors have considered the significant impact COVID-19 has had in applying the going concern basis of preparation of the financial statements. More detail can be found in note 2 to the accounts.

Section 172

In compliance with Section 172 requirements, a statement can be found on pages 46 and 47 of the Strategic report which includes details of the Directors’ regard for employee engagement and business relationships.

Streamlined Energy and Carbon Reporting

In compliance with Streamlined Energy and Carbon Reporting, the Directors present the Group’s emissions and energy usage on page 33 of the Strategic report as the matter is of strategic importance. Our annual emissions equate to 0.03 tCO2e per sq m (scope 1 & 2 market based). Details of calculation methods used can be found in the additional information on page 33.

Calculation method used

The Group quantify and report our organisational Greenhouse Gas (GHG) emissions in alignment with the World Resources Institute’s Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and the corresponding guidance. We currently include four of the 15 Scope 3 categories. We consolidate our organisational boundary according to the operational control approach. The GHG sources that constituted our operational boundary for the year are: — Scope 1: Natural gas, transportation fuels — Scope 2: Electricity — Scope 3: Business travel, water, purchased electricity sub-metered to occupiers and fuel and energy related activities

In some cases, where there is limited information, values have been estimated using either extrapolation of available data or data from the previous year as a proxy. We aim to focus on continually improving the quality and scope of our data during future reporting years.

The reporting guidelines require that we quantify and report Scope 2 emissions according to two different methodologies: (i) the location-based method, using average grid emissions factors for the country in which the reported operations take place; and (ii) the market-based method, which uses the actual emissions factors of the energy procured and, therefore, takes renewable energy sources into account. During the year over 80% of the energy we procured was from certified renewables.

The Board members who served during the year and up to the date of this report are listed below:

Name Role Executive / Non-Executive

Sir William Proby Bt CBE DL

Chairman Sir Christopher Howes KCVO CB (resigned 2 December 2020) Deputy Chairman Toby Shannon

Deputy Chairman

Andrew Hynard (resigned 10 September 2020) Simon Baynham (resigned 31 October 2020) Mark Kildea

Chief Executive Property Director Chief Executive

Julian Best (appointed 1 October 2020) Andrew Griffith (appointed 18 May 2021) The Lady Howard de Walden The Hon. Mrs Buchan The Hon. Mrs White The Hon. Mrs Acloque Marc Gilbard

Property Director Chief Financial Officer

Family Shareholder Family Shareholder Family Shareholder Family Shareholder

Rt Hon. Professor Lord Kakkar PC Mark Musgrave (appointed 3 April 2020) Liz Peace CBE

Alternate Director*

Karl Sternberg (appointed 2 December 2020)

Non-Executive Non-Executive Non-Executive Executive Executive Executive Executive Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive

*Mark Musgrave is an Alternate Director to the Chairman and will only act as a Director should the Chairman be incapacitated. Mark Musgrave attends Board meetings in his role as Senior Family Trustee.

This report was approved by the Board of Directors on 17 August 2021 and signed on its behalf by:

Mark Kildea

Chief Executive Director

Sir William Proby Bt CBE DL Chairman Director