SHAFTESBURY CAPITAL PLC - Notice to Bondholders

Notice to Bondholders

SHAFTESBURY CAPITAL 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
("Shaftesbury Capital" or "the company" or "the Group")


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, the Trustee and the Principal Paying, Transfer and Exchange Agent

Shaftesbury Capital PLC (the "Issuer") recently declared a final dividend of GBP 0.018 per Shaftesbury
Capital Share (a "Cash Dividend"), which was paid to holders of Shaftesbury Capital Shares on 30 May
2025.

On 28 February 2025, 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 831.33018 and is therefore above the Reference Amount of GBP 695.265 in
respect of the Relevant Period.

Furthermore, on 28 February 2025 the Issuer also notified 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).

Consequently, and in accordance with the notice to Bondholders dated 28 February 2025 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 30 May 2025:

   -   GBP 374,179.2450 has been added to the Exchange Property, and from such date the Exchange
       Property shall therefore comprise 127,008,786.5254 Shaftesbury Capital Shares and
       GBP 805,015.7913 of cash (all rounded to 4 decimal places solely for the purposes of this notice);
       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 46,185.0133
       Shaftesbury Capital Shares and GBP 292.7330 of cash (both numbers rounded to 4 decimal
       places solely for the purposes of this notice).

Furthermore, GBP 374,179.25 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.

Shaftesbury Capital shares are listed on the London Stock Exchange ("LSE") (primary) and the
Johannesburg Stock Exchange (secondary) and the A2X (secondary).

Enquiries:
Shaftesbury Capital PLC
Situl Jobanputra – Chief Financial Officer
Graham Keer – Group Treasurer
Ruth Pavey – Company Secretary
Telephone: +44 20 3214 9150

30 May 2025


Sponsor
Java Capital

Date: 30-05-2025 11:00:00
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