SHAFTESBURY CAPITAL PLC - Notice to Bondholders

Notice to Bondholders

SHAFTESBURY CAPITAL PLC
(formerly 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: SHC ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54
("the Company")


NOTICE TO BONDHOLDERS


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

                                      Notice to Bondholders

As a result of the recent declaration by Shaftesbury Capital PLC (the "Issuer") of an interim dividend
of GBP 0.015 per Shaftesbury Capital Share (a "Cash Dividend"), which is scheduled to be paid to
holders of Shaftesbury Capital Shares on 18 September 2023, the Issuer hereby notifies
Bondholders that payment of such Cash Dividend will 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 700.09515 and is therefore above the Reference Amount of GBP 695.265 in respect of the
Relevant Period.

The Issuer hereby also notifies Bondholders of its decision not to issue a Purchase Election Notice
and as a result, the amount of such Capital Distribution will be included as part of the Exchange
Property pursuant to Condition 8(b)(iii).

The adjustment to the Exchange Property arising as a result of such payment is expected to be
effective on 18 September 2023, in accordance with the Conditions.

A further notice to Bondholders will be issued on or about 18 September 2023, stating the aggregate
cash amount that has been added to the Exchange Property, the total number of Shaftesbury Capital
Shares and aggregate cash amount 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.

8 August 2023
Enquiries:

Shaftesbury Capital PLC

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

Telephone: +44 20 3214 9150

Sponsor
Java Capital

Date: 08-08-2023 11:15:00
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