CAPITAL & COUNTIES PROPERTIES PLC - Purchase Election Notice

Purchase Election Notice

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


PURCHASE ELECTION NOTICE


The following notice was provided to Bondholders in conjunction with the Bonds (as defined below) on 6 February 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")

Further to the notice to Bondholders dated 1 February 2023, Capital & Counties Properties PLC (the "Issuer") hereby
notifies Bondholders of its election (this notice being the "Purchase Election Notice") that the cash amount of the
Capital Distribution occurring as a result of the Cash Dividend of GBP 0.027 per Shaftesbury Share, which is scheduled
to be paid to holders of Shaftesbury Shares on 15 February 2023, shall 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
shall be added to the Exchange Property, pursuant to Condition 8(e).

The adjustment to the Exchange Property arising as a result of such payment is expected to be effective on 24 February
2023, in accordance with the Conditions.

A further notice to Bondholders will be issued on or about 24 February 2023, stating the number of Shaftesbury Shares
which have been added to the Exchange Property, the total number of Shaftesbury Shares comprising the Exchange
Property as a result thereof and the resulting Exchange Property per Bond.

Capitalised terms not otherwise defined in this notice shall have the meanings given to them in the Conditions.

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 9150

7 February 2023

Sponsor
Java Capital

Date: 07-02-2023 10:51:00
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