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
(“the Company”)


NOTICE TO BONDHOLDERS, THE TRUSTEE AND THE PRINCIPAL PAYING, TRANSFER AND EXCHANGE
AGENT


The following notice was provided to Bondholders in conjunction with the Bonds (as defined below) on 6 January 2023.



                     GBP 275,000,000 2.00 per cent. Secured Exchangeable Bonds due 2026
                            exchangeable into ordinary shares of Shaftesbury PLC
                                     (ISIN: XS2262952679) (the “Bonds”)

                                      Notice to Bondholders, the Trustee and
                                the Principal Paying, Transfer and Exchange Agent



Capital & Counties Properties PLC (the “Issuer”) notes the recent declaration by Shaftesbury PLC of a second interim
dividend of GBP 0.051 per Shaftesbury Share (a “Cash Dividend”), which was paid to holders of Shaftesbury Shares
on 21 December 2022.

On 14 December 2022, the Issuer duly notified Bondholders that payment of such Cash Dividend would result in the
occurrence of a Capital Distribution in accordance with the definition thereof in the terms and conditions of the Bonds
(the “Conditions”), given the Cash Dividend in respect of a Unit of Equity Shares amounts to GBP 704.56704 and is
therefore above the Reference Amount of GBP 695.265 in respect of the Relevant Period.

Furthermore, the Issuer also notified Bondholders of its election that such cash amount would not be added to the
Exchange Property and instead a number of Shaftesbury Shares, to be determined by the Calculation Agent in
accordance with the Conditions, would be added to the Exchange Property, pursuant to Condition 8(e).

Consequently, and in accordance with the notice to Bondholders dated 14 December 2022 and Condition 8(c), the
Issuer hereby notifies Bondholders, the Trustee and the Principal Paying, Transfer and Exchange Agent of the following
changes to the Exchange Property pursuant to Conditions 8(b)(iii)(B) and 8(e), effective 6 January 2023:

    •   6,919.6570 Shaftesbury Shares have been added to the Exchange Property, and the Exchange Property
        therefore comprises 37,998,292.0155 Shaftesbury Shares; and

    •   the Exchange Property per Bond to which the holder of GBP 100,000 principal amount of Bonds would be
        entitled upon exercise of the Exchange Right in respect of such Bond is 13,817.5607 Shaftesbury Shares
        (equivalent to an implied exchange price of approximately GBP 7.2372 per Shaftesbury Share).


Furthermore, 6,920 Shaftesbury Shares will be credited to the Security pursuant to Condition 2(b).

Capitalised terms not otherwise defined in this notice shall have the meanings given to them in the Conditions. Certain
figures are rounded to 4 decimal places solely for the purposes of this notice.

The content of this Notice has not been formulated or negotiated by the Trustee and nothing in this Notice should be
construed as a recommendation to Bondholders from the Trustee on any matter. Bondholders should take their own
independent legal and financial advice on the impact or consequences of the matters set out in this Notice. The Trustee
is not responsible for the accuracy, completeness, validity or correctness of the statements made and documents
referred to in this Notice or any omissions from this Notice.
Enquiries:

Capital & Counties Properties PLC

Situl Jobanputra – Chief Financial Officer
Graham Keer – Group Treasurer
Ruth Pavey – Company Secretary

Telephone: +44 20 3214 9170


6 January 2023



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