Directors’ remuneration policy CAPITAL & REGIONAL PLC (Incorporated in the United Kingdom) (UK company number 01399411) LSE share code: CAL JSE share code: CRP LEI: 21380097W74N9OYF5Z25 ISIN: GB0001741544 ("Capital & Regional" or "the Company") DIRECTORS' REMUNERATION POLICY The notice of Annual General Meeting ("AGM") of Capital & Regional to be held on Thursday, 16 May 2019 includes at resolution 3, a proposal to adopt a new Directors' Remuneration Policy (the "Policy") which will replace the existing Directors' Remuneration Policy. Following further consultation with our key shareholders and representative bodies, the Remuneration Committee ("the Committee") is proposing the following changes to the Policy contained in pages 48 to 54 of our 2018 Annual Report (available in the Investor Info section of the Capital & Regional website at https://capreg.com/investor-info/reports- webcasts-and-presentations/): - the removal of the ability to grant an ex-gratia award to an incoming Executive Director; and - that the maximum combined incentive award potential in any year (300% of salary) will be adjusted downwards to reflect the year on year reduction in the profit outturn (if any) or if the shareholder return over the same period has been negative. The board would like to remind shareholders that the deadline for receipt of proxy votes is 10.00am UK / 11.00am SA time on Tuesday, 14 May 2019. The board hopes that shareholders will be able to support not only the resolution proposing the Company's revised Directors' Remuneration Policy but also the other resolutions being proposed at the AGM. Tony Hales, Chair of the Remuneration Committee, notes: "We have engaged with our leading shareholders and governance rating agencies over the last few months and thank them for their helpful comments and feedback. The Committee has taken this feedback on board and, to reflect shareholders' views, have proposed these additional commitments within which the Committee will operate the proposed new remuneration policy. The Board believes that the policy, is fair, aligns management's interests with shareholders, ensures there is an appropriate focus on performance and is necessary for retaining the right talent in order to achieve successful outcomes to the challenges facing the business." 9 May 2019 JSE sponsor Java Capital Notes to editors: About Capital & Regional plc Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering significant value enhancing retail and leisure asset management opportunities across its c. £0.9 billion portfolio of in-town, dominant community shopping centres. Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone, Walthamstow and Wood Green. Capital & Regional manages these assets through its in-house expert property and asset management platform. For further information see capreg.com/ Date: 09/05/2019 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.