Pre-emption Offers to Shareholders

City of WestminsterAdurBN99 6DA50.825222-0.330646WC2R 1HH51.511326-0.118488Financial Services and Markets Act 2000Companies Act 2006European Union (Withdrawal) Act 20182023-08-082023-08-102023-08-25TSO (The Stationery Office), customer.services@thegazette.co.uk441900964140

1. CAPITAL & REGIONAL PLC

OPEN OFFER OF UP TO 46,278,681 OPEN OFFER SHARES OF £0.10 PENCE EACH AT AN ISSUE PRICE OF 54 PENCE PER OPEN OFFER SHARE ON THE BASIS OF 4 OPEN OFFER SHARES FOR EVERY 15 EXISTING ORDINARY SHARES ALREADY HELD

Notice is hereby given, pursuant to section 562(3) of the Companies Act 2006, to each of the persons registered at close of business on 8 August 2023 (the “Record Date”) as a holder of ordinary shares of £0.10 each (“Ordinary Shares”) in Capital & Regional plc (the “Company”) who has no registered address in the United Kingdom or an EEA State and who has not given to the Company an address in the United Kingdom or an EEA State for service of notices on them (a “Relevant Holder”) as follows:

1. This notice is given in connection with an open offer (the “Open Offer”) of 46,278,681 new Ordinary Shares in the capital of the Company at an issue price of 54 pence per share on the basis of 4 new Ordinary Shares for every 15 existing Ordinary Shares held at close of business on the Record Date and which new Ordinary Shares, when fully paid, will rank pari passu in all respects with the existing Ordinary Shares.

2. The following documents (being copies of documents despatched to holders of Ordinary Shares (other than certain Relevant Holders), issued in connection with and constituting the Open Offer may be inspected or obtained on personal application by or on behalf of such Relevant Holders at the offices of Capital & Regional plc, Strand Bridge House, 138-142 Strand, London, WC2R 1HH during normal business hours in the United Kingdom on any weekday (Saturday and public holidays excepted) up to and including 6:00 p.m. (London time) on 25 August 2023:

a. a prospectus dated 10 August 2023 prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority made under section 73A of the Financial Services and Markets Act 2000, as amended (the “Prospectus”); and

b. an application form (the “Application Form”) (whether or not the Relevant Holder holds Ordinary Shares in certificated form) in respect of Open Offer Entitlements (as defined in the Prospectus) for use by each Relevant Holder under the Open Offer, provided that an Application Form may only be obtained on the production of evidence of entitlement. In the case of a Relevant Holder to whom an original Application Form was despatched by post on 10 August 2023, an Application Form may only be obtained if the original so despatched by post is first surrendered to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. If the original is not so surrendered such Relevant Holder may only inspect a pro forma copy thereof.

3. The Open Offer is conditional upon the matters set out in the Prospectus.

4. Relevant Holders' attention is drawn to paragraph 6 of Part 3 of the Prospectus relating to overseas shareholders and their ability to take up Open Offer Shares pursuant to the Open Offer.

Registered Office:

Capital & Regional plc

Strand Bridge House

138-142 Strand

London, WC2R 1HH

Date: 10 August 2023

By Order of the Board

Stuart Wetherly, Company Secretary

This announcement is an advertisement (within the meaning of the UK version of EU Prospectus Regulation (EU) 2017/1129 as incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018) and does not constitute a prospectus or prospectus equivalent document. This notice is not for distribution, directly or indirectly, in or into any jurisdiction in which it would be unlawful to do so. Nothing in this announcement should be interpreted as a term or condition of the Open Offer. Nothing in this notice constitutes legal, financial, tax or other advice and does not take into account the particular investment objectives, financial situation, taxation position or needs of any person.

Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any new Ordinary Shares must be made only on the basis of the information contained in, and incorporated by reference into, the Prospectus. Copies of the Prospectus are available at Capital & Regional plc’s website at http://capreg.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to Relevant Holders in the United States, any member state of the European Union, Australia, Canada, Japan, New Zealand or any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) would breach applicable law (the “Excluded Territories”).

The information contained in this notice, the Prospectus and the Application Form is not for release, publication or distribution to persons in the Excluded Territories, and subject to certain exceptions, should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute an offer for sale or a solicitation to purchase or subscribe for securities of the Company in the United States or any of the other Excluded Territories. The securities to be offered in the Open Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from registration thereunder. There will be no public offering in the United States and the securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States, or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the securities or the accuracy or adequacy of any of the documents or other information contained therein. Any representation to the contrary is a criminal offence in the United States.