CAPITAL & COUNTIES PROPERTIES PLC
(Incorporated and registered in the United Kingdom
with Registration Number 07145051 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: CCO ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54
(“Capco” or the “Company”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION.



DECLARATION OF SECOND INTERIM DIVIDEND




                                           Recommended all-share merger of
                           Capital & Counties Properties PLC (“Capco” or the “Company”)
                                                            and
                                            Shaftesbury PLC (“Shaftesbury”)


Further to the release of the Company’s trading update on 30 January 2023, it is confirmed that the Directors of the Company
have declared a second interim cash dividend of 1.7 pence per ordinary share (ISIN GB00B62G9D36) payable on 20 March
2023 to shareholders on the register on 3 March 2023.
Further to the scheme document dated 7 July 2022 (the "Scheme Document") and sent to Shaftesbury Shareholders
in connection with the recommended all-share merger of Shaftesbury with Capco (the "Merger") and the announcement
issued by Shaftesbury on 29 November 2022, this dividend is the Capco Second Interim Dividend and constitutes a
Permitted Capco Dividend for the purposes of the Scheme. This dividend includes distribution of the Shaftesbury
Q1 2023 Dividend announced by Shaftesbury on today's date and to be paid by Shaftesbury on 15 February 2023.

As set out in the Scheme Document, any distributions in addition to the Permitted Capco Dividends will be treated as
an Excess Capco Dividend and the equalisation dividend mechanics set out in the Scheme Document shall apply.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document,
which is available on Capco's website for the Merger.

Dates
The following are the salient dates for payment of the second interim dividend:
Sterling/Rand exchange rate struck:                                                             Monday, 20 February 2023
Sterling/Rand exchange rate and dividend amount in Rand announced:                              Tuesday, 21 February 2023
Split between PID and Non-PID confirmed:                                                        Tuesday, 21 February 2023
Last day to trade cum dividend on the Johannesburg Stock Exchange                               Tuesday, 28 February 2023
Ordinary shares listed ex-dividend on the Johannesburg Stock Exchange:                          Wednesday, 1 March 2023
Ordinary shares listed ex-dividend on the London Stock Exchange:                                  Thursday, 2 March 2023
Record date for second interim dividend in UK and South Africa:                                      Friday, 3 March 2023
Dividend payment date for shareholders                                                             Monday, 20 March 2023

South African shareholders should note that, in accordance with the requirements of Strate, the last day to trade cum-
dividend will be Tuesday, 28 February 2023 and that no dematerialisation of shares will be possible from Wednesday,
1 March 2023 to Friday, 3 March 2023 inclusive. No transfers between the UK and South Africa registers may take place
from 22 February 2023 to 3 March 2023 inclusive. The above dates are proposed and subject to change.
Enquiries:

Ruth Pavey
Company Secretary
020 3214 9170

Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any
offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, or the solicitation of
any offer to dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger
or otherwise, nor shall there be any sale, issuance or transfer of securities of Capco or Shaftesbury pursuant to the
Merger in any jurisdiction in contravention of applicable laws. The Merger will be implemented solely pursuant to the
terms of the Scheme Document (or, in the event that the Merger is to be implemented by means of a Takeover Offer,
the Offer Document). Any decision in respect of, or other response to, the Merger by Shaftesbury Shareholders should
be made only on the basis of the information contained in the Scheme Document (or, in the event that the Merger is to
be implemented by means of a Takeover Offer, the Offer Document).
This announcement does not constitute a prospectus or a prospectus equivalent document.
The Merger will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the
FCA.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror
is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30
pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding
the Merger and other information published by Capco and Shaftesbury contain statements which are, or may be deemed to
be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not relate only
to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of Capco and Shaftesbury about future events, and are
therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement
may include statements relating to the expected effects of the Merger on Capco and Shaftesbury, the expected timing of the
Merger and other statements other than historical facts. Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", “targets”, “hopes”, "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases of similar meaning or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. These statements are based on assumptions and
assessments made by Shaftesbury, and/or Capco in light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. Although Capco and Shaftesbury believe that the
expectations reflected in such forward-looking statements are reasonable, Capco and Shaftesbury can give no assurance
that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which
could cause actual results and developments to differ materially from those expressed or implied by such forward looking
statements, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the
re-negotiation of contracts or licences; fluctuations in demand and pricing in the commercial property industry; changes in
government policy and taxations; changes in political conditions, economies and markets in which Capco and Shaftesbury
operate; changes in the markets from which Capco and Shaftesbury raise finance; the impact of legal or other proceedings;
changes in accounting practices and interpretation of accounting standards under IFRS; changes in interest and exchange
rates; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this document.
Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Capco nor
Shaftesbury, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance
or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA), neither Capco or Shaftesbury is under any obligation, and Capco and Shaftesbury expressly
disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Estimates
No statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or
estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per
share or dividend per share for Capco, Shaftesbury or the Combined Group, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for
Capco, Shaftesbury or the Combined Group as appropriate.
Publication of this announcement
A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on Capco's website at https://www.capitalandcounties.com/investors/investor-information/merger-shaftesbury-
plc by no later than 12 noon (London time) on the first Business Day following the day of this announcement.
For the avoidance of doubt, the contents of Capco's website are not incorporated into and do not form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Capco Shareholders may request a hard copy of this announcement by contacting
Ruth Pavey (Company Secretary) at Ruth.Pavey@capitalandcounties.com or by calling +44 (0)20 3214 9150. If you have
received this announcement in electronic form, copies of this announcement and any document or information incorporated
by reference into this document will not be provided unless such a request is made. Capco Shareholders may also request
that all future documents, announcements and information to be sent to them in relation to the Merger should be in hard copy
form.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek
your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or
independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.

30 January 2023


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