Capital unties Properties : 2018 Final Dividend Exchange Rate & Scrip Prices

CAPITAL & COUNTIES PROPERTIES PLC (the 'Company' or 'Capco')

2018 FINAL DIVIDEND - EXCHANGE RATE AND SCRIP CALCULATION PRICES

Capital & Counties Properties PLC confirms that exchange control approval for the offering of a scrip dividend alternative has been obtained from the South African Reserve Bank and shareholders are accordingly entitled to elect to receive new ordinary shares in the Company, credited as fully paid in lieu of cash, in respect of the 2018 final dividend of 1.0 pence per ordinary share.

Exchange Rate for Final Dividend:

The Company confirms that the ZAR exchange rate for the 2018 final dividend of 1.0 penceper ordinary share to be paid on Thursday 16 May 2019 to all shareholders registered on Tuesday 23 April 2019 will be 18.39590 ZAR to 1 GBP, which is the rate determined on 8 April 2019.

On this basis, shareholders who hold their shares via the South African register will receive a cash dividend of 18.39590 ZAR cents per ordinary share.

Scrip Calculation Price:

The Scrip Calculation prices, which are based on the UK and SA prices of Capco shares for the period 2 April 2019 to 8 April 2019 less the amount of the dividend, are as follows:

UK (principal register): 244.02 pence (GBP)

South Africa: 4,519.80410 cents (ZAR)

The same share prices will be used for calculating residual payments under the Scrip Dividend Scheme.

Scrip Ratio:

The number of shares in issue is 850,820,151 ordinary shares of 25p each.

UK (principal register): 1 new ordinary share for every 244.02 ordinary shares held

South Africa: 1 new ordinary share for every 245.69627 ordinary shares held (4,519.80410 /18.39590 = 245.69627)

As no fraction of a share can be issued, the number of shares to be issued will be rounded down to the nearest whole number and any residual cash balance will be paid immediately to the relevant shareholder (unless a UK shareholder has made an 'evergreen election').

By way of illustration of the above, a shareholder who holds 1,000 shares on the South African exchange and who elects to receive the scrip dividend alternative would be entitled to 1,000/245.69627 = 4.07007 shares which would be rounded down to 4 shares, and the residual payment would be 0.07007 x 4,519.80410 ZARcents = 316.70267 ZAR cents, payable in cash.

Further details of the scrip dividend alternative are contained in the Scrip Dividend Scheme Booklet,Supplemental Noticesand the related mandate forms, which are available on Capco's website at www.capitalandcounties.com and from Capco's share Registrars.

Important Information for South African Shareholders:

The 2018 final cash dividend declared to South African shareholders will comprise a foreign dividend (declared in respect of a share listed on the exchange operated by the JSE) and will be subject to dividends tax. Dividends Tax will be withheld at a rate of 20 per cent. unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption (as set out in the Scrip Dividend Scheme Booklet) are in place. After Dividends Tax has been withheld, the net final dividend will be 14.71672 ZAR cents per ordinary share. The funds are sourced from the UK.

A receipt of shares in terms of the scrip dividend alternative should not comprise of a foreign dividend nor a foreign return of capital. Shares received in terms of the scrip dividend alternative should constitute a receipt of a capital nature and will not be subject to income tax. Any new shares which are acquired will be treated as having been acquired for nil consideration.

The residual cash payments will be subject to Dividends Tax, which will be withheld from the residual payment to South African shareholders at a rate of 20 per cent.unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption (as set out in the Scrip Dividend Scheme Booklet) are in place by the requisite date.

This information is included only as a general guide to taxation for shareholders resident in South Africa and is based on Capco's understanding of the law and the practice currently in force. Any shareholder who is in any doubt regarding their tax position should seek independent professional advice.

The salient dates in the revised dividend timetable published in the announcement dated 18 March 2019 remain unchanged.

Enquiries

Ruth Pavey

Company Secretary

Capital & Counties Properties PLC

+ 44 (0) 20 3214 9170

9 April 2019