Capital unties Properties : Public opening position disclosure by a party to an offer

CAPITAL & COUNTIES PROPERTIES PLC (Incorporated and registered in the United Kingdom and Wales with registration Number 07145041 and registered in South Africa as an external company with Registration Number 2010/003387/10)

JSE code: CCO ISIN: GB00B62G9D36

LEI: 549300TTXXZ1SHUI0D54

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.	KEY INFORMATION
(a) Full name of discloser:	Capital & Counties Properties PLC
(b) Owner or controller of interests and short positions disclosed,
	if different from 1(a):
	The naming of nominee or vehicle companies is insufficient. For
	a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant	Capital & Counties Properties PLC
	securities this form relates:	(OFFEROR)
	Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:	20/05/2022
	The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser	YES
	making disclosures in respect of any other party to the offer?
	If it is a cash offer or possible cash offer, state "N/A"	Shaftesbury PLC (OFFEREE)

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

1. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or	NIL	-	NIL	-
controlled:
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including	NIL	-	NIL	-
options) and agreements to
purchase/sell:
	NIL	-	NIL	-
TOTAL:

2

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)	Rights to subscribe for new securities
Class of relevant security in relation to which	N/A
subscription right exists:
Details, including nature of the rights concerned	N/A
and relevant percentages:

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a) Interests held by the Directors of Capital & Counties Properties PLC, their close relatives and related trusts:

Name	Number	% (2
	of	decimal
	ordinary	places)
	shares
	of £0.25
Charlotte Boyle, close relatives and related trusts	15,052	0.00
Ian Hawksworth, close relatives and related trusts	909,492	0.11
Situl Jobanputra, close relatives and related trusts	100,000	0.01
Jonathan Lane, close relatives and related trusts	250,000	0.03
Michelle McGrath, close relatives and related trusts	40,000	0.00
Henry Staunton, close relatives and related trusts	350,000	0.04

1. Interests held as options or awards under the Capital & Counties Properties PLC 2017 Performance Share Plan by the Directors of Capital & Counties Properties PLC, their close relatives and related trusts:

	Name	Award type	Number of	Vesting date	Exercise price
			ordinary		(per share ) (£)
			shares (under
			option)
	Ian	Deferred bonus	29,528	08/05/2020	Nil
	Hawksworth		102,153	12/03/2021	Nil
			44,722	29/03/2022	Nil
			192,450	03/03/2023	Nil
			171,782	28/02/2025	Nil
		Performance	1,112,490	03/03/2023	Nil
		share plan	1,143,129	12/03/2024	Nil
			1,221,945	28/02/2025	Nil
	Situl Jobanputra	Deferred bonus	58,289	12/03/2021	Nil
			28,986	29/03/2022	Nil
			124,161	03/03/2023	Nil
			114,074	28/02/2025	Nil
		Performance	738,763	03/03/2023	Nil
		share plan	759,109	12/03/2024	Nil
			811,597	28/02/2025	Nil

3

	Michelle	Deferred bonus	92,601	28/02/2025	Nil
	McGrath	Performance	514,030	03/03/2023	Nil
		share plan	616,218	12/03/2024	Nil
			682,397	28/02/2025	Nil

c) Interests and short positions held by connected advisers of Capital & Counties Properties PLC

Name	Number	% (2
	of	decimal
	ordinary	places)
	shares
	of £0.25
UBS Financial Services Inc.	185	0.00

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

1. Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

1. Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

1. the voting rights of any relevant securities under any option; or
2. the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None.

4

(c)	Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions)		NO
Supplemental Form 8 (SBL)		NO
Date of disclosure:	20 May 2022
Contact name:	Ruth Pavey, Company Secretary
Telephone number:	020 3214 9170

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

20 May 2022

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