Publication Of Scheme Document

On 24 September 2024, the Boards of NewRiver REIT plc ("NewRiver") and Capital & Regional plc ("Capital & Regional") announced that they had reached agreement on the terms of a recommended cash and share offer by NewRiver pursuant to which NewRiver will acquire the entire issued and to be issued share capital of Capital & Regional (the "Combination", forming the "Combined Group").

The Combination is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this Announcement are to London time unless stated otherwise.

Publication of the Scheme Document

The Board of Capital & Regional is pleased to announce that a circular relating to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chair of Capital & Regional, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, two valuation reports in respect of Capital & Regional's property portfolio as at 30 June 2024, two valuation reports in respect of NewRiver's property portfolio as at 30 June 2024, notices of the Court Meeting and the Capital & Regional General Meeting and details of the action to be taken by Capital & Regional Shareholders, has been published today and, subject to certain restrictions relating to persons in Restricted Jurisdictions, will be available on Capital & Regional's website at https://capreg.com/investor-info/possible-offer/ and on NewRiver's website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

A combined prospectus and circular relating to the New NewRiver Shares in connection with the Combination is expected to be published today, following and subject to approval by the Financial Conduct Authority, and, subject to certain access restrictions, will be available on NewRiver's website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

Hard copies of the Scheme Document (or, depending on a Capital & Regional Shareholder's communication preference, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the Capital & Regional General Meeting are being sent to Capital & Regional Shareholders. Hard copies of a Form of Election in connection with the making of a currency election are also being sent to Capital & Regional Shareholders on the UK Register.

Action required

Notices of the Court Meeting and the Capital & Regional General Meeting, each of which have been convened for Wednesday 13 November 2024 at the offices of Deutsche Numis, 45 Gresham Street, London, EC2V 7BF, United Kingdom, are set out in the Scheme Document. The Court Meeting will start at 11.00 a.m. (London time) and the General Meeting at 11.15 a.m. (London time) (or as soon thereafter as the Court Meeting has concluded or adjourned).

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible Capital & Regional Shareholders vote in favour of the Capital & Regional Resolution at the Capital & Regional General Meeting. The Scheme must be sanctioned by the Court. The Scheme is also subject to the satisfaction or (if capable of waiver) waiver of the other Conditions and further terms, as described more fully in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the Capital & Regional General Meeting will be communicated to Capital & Regional Shareholders before the Capital & Regional Meetings, through Capital & Regional's website www.capreg.com and by announcement through a Regulatory Information Service.

Capital & Regional Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions provided thereon and return them as soon as possible to Capital & Regional's Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, but in any event so as to be received by no later than the relevant times set out below:

• PINK Forms of Proxy for the Court Meeting: 11.00 a.m. (12.00 p.m. South African standard time) on 11 November 2024
• BLUE Forms of Proxy for the Capital & Regional General Meeting: 11.15 a.m. (12.15 p.m. South African standard time) on 11 November 2024

or, if in either case the Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day).

Capital & Regional Shareholders who hold their shares in uncertificated form (i.e. through CREST) can submit their CREST proxy instructions in accordance with the procedures described in the CREST Manual, which can be viewed at www.euroclear.com/CREST.

If you hold your Capital & Regional Shares in uncertificated form on the South African Register and do not have "own name" registration you should not complete the Forms of Proxy. In order to vote at or attend the Capital & Regional Meetings you should be in contact with your CSDP or broker. If you have not been contacted by your CSDP or broker, it is advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker.

Capital & Regional Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the Capital & Regional General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST (as applicable)) set out in the Scheme Document. Any institutional investor in Capital & Regional may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io.

If the PINK Form of Proxy for use at the Court Meeting is not lodged by 11.00 a.m. (12.00 p.m. South African standard time) on 11 November 2024 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it may be handed to the chair of the Court Meeting or to Capital & Regional's Registrar, Equiniti, on behalf of the chair at the Court Meeting before the taking of the poll and will still be valid.

However, in the case of the Capital & Regional General Meeting, unless the BLUE Form of Proxy is lodged so as to be received by 11.15 a.m. (12.15 p.m. South African standard time) on 11 November 2024 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it will be invalid.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF THE OPINION OF SCHEME SHAREHOLDERS. WHETHER OR NOT YOU INTEND TO ATTEND THE COURT MEETING AND/OR THE CAPITAL & REGIONAL GENERAL MEETING IN PRESON, YOU ARE THEREFORE STRONGLY URGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST, OR TO APPOINT AN ELECTRONIC OR CREST PROXY, AS SOON AS POSSIBLE.

Expected timetable of principal events

The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders voting (in person or by proxy) at the Court Meeting and the requisite majority of eligible Capital & Regional Shareholders voting (in person or by proxy) at the Capital & Regional General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Court.

Prior to the Scheme becoming Effective, applications will be made to the FCA for the cancellation of the listing of Capital & Regional Shares on the Equity Shares (Commercial Companies) category of the Official List and to the London Stock Exchange to cancel the admission to trading of the Capital & Regional Shares on the Main Market. The JSE will, subject to the Scheme becoming Effective, and to Capital & Regional no longer meeting the JSE spread requirements and therefore no longer qualifying for listing, take steps to implement the delisting of Capital & Regional Shares from the Main Board of the JSE pursuant to paragraph 1.12 of the JSE Listings Requirements.

The Scheme is expected to become Effective on 10 December 2024.

The last day of dealings in Capital & Regional Shares on the Main Market for listed securities of the London Stock Exchange and on the Main Board of the JSE will be the Business Day prior to the Effective Date, being 9 December 2024. No transfers shall be registered after 6.00 p.m. on that date.

Recommendation

The Independent Capital & Regional Directors, who have been so advised by Numis Securities Limited ("Deutsche Numis") and Stifel Nicolaus Europe Limited ("Stifel") as to the financial terms of the Combination, unanimously consider the terms of the Combination to be fair and reasonable. In providing their advice to the Independent Capital & Regional Directors, Deutsche Numis and Stifel have taken into account the commercial assessments of the Independent Capital & Regional Directors. Deutsche Numis and Stifel are providing independent financial advice to the Independent Capital & Regional Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Capital & Regional Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Capital & Regional Shareholders vote in favour of the Capital & Regional Resolution to be proposed at the Capital & Regional General Meeting as they have irrevocably undertaken to do in respect of their, and their connected persons', own beneficial holdings of, in aggregate, 437,212 Capital & Regional Shares representing, in aggregate, approximately 0.19 per cent. of the issued ordinary share capital of Capital & Regional as at the Last Practicable Date.

Norbert Sasse and Panico Theocharides, non-executive directors of Capital & Regional, are Growthpoint's nominated representatives on the Capital & Regional Board. Growthpoint, in its capacity as Capital & Regional's largest shareholder, has given an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and of the Capital & Regional Resolution to be proposed at the Capital & Regional General Meeting (or, in the event that the Combination is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer). As a result of this, and of Growthpoint's interest in Capital & Regional, Norbert Sasse and Panico Theocharides have not participated in the decision to recommend the Combination to Capital & Regional Shareholders.

Capital & Regional Shareholders should carefully read the Scheme Document and the Combined Circular and Prospectus (subject to any restrictions on its use or distribution set out therein) in their entirety before making a decision with respect to the Scheme.

Capital & Regional Shareholder helpline

Capital & Regional Shareholders on the South African Register with any queries may contact JSE Investor Services at One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or by calling JSE Investor Services on 0861472644 (from within South Africa) and +27 11 029 0112 (from outside South Africa) between 8.00 a.m. and 4.30 p.m. (South African standard time) Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in South Africa are charged at the applicable international rate. Calls from a mobile device may incur network extras.

Additional information for Capital & Regional Shareholders

Copies of this Announcement and the Scheme Document will be available for viewing on Capital & Regional's website at https://capreg.com/investor-info/possible-offer/ and NewRiver's website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/ by no later than 12.00 p.m. on 22 October 2024, being the Business Day following the date of publication of the Scheme Document (subject to any applicable restrictions relating to persons in Restricted Jurisdictions), up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times in this announcement are London times, unless otherwise stated.

Certain of the following dates are subject to change (please see Note 1 below):

Notes:

(1) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Capital & Regional Shareholders by announcement through a Regulatory Information Service and on SENS and, if required by the Panel, posting notice(s) of the change(s) to Capital & Regional Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Scheme Sanction Hearing. Capital & Regional must implement the Scheme in accordance with the expected timetable unless (i) the Independent Capital & Regional Directors withdraw their recommendation of the Scheme, (ii) the Board of Capital & Regional announces its decision to propose an adjournment of any of the Capital & Regional Meetings or the Scheme Sanction Hearing, (iii) any of the Capital & Regional Meetings or the Scheme Sanction Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Code.

• The PINK Form of Proxy for the Court Meeting, if not returned by the time stated above, or, if the Court Meeting is adjourned, by no later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting, may be handed to the Company's registrar at the Court Meeting or to the chair of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.
• The BLUE Form of Proxy for the Capital & Regional General Meeting must be lodged by the time stated above in order to be valid or, if the Capital & Regional General Meeting is adjourned, by no later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting. BLUE Forms of Proxy that are not so lodged may NOT be handed to the chair of the Capital & Regional General Meeting or the Company's registrar before the start of, or at, the Capital & Regional General Meeting.
• If either the Court Meeting or the Capital & Regional General Meeting is adjourned, the record time of the adjourned meeting(s) will be 6.30 p.m. on the second Business Day before the day fixed for the adjourned meeting.
• The Capital & Regional General Meeting will commence at 11.15 a.m. (London time) on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.
• The latest time for Equiniti to receive a Form of Election is expected to be 1.00 p.m. (London time) on the Business Day prior to the Scheme Sanction Hearing, which is expected to take place on 6 December 2024. You should allow for sufficient time for posting for your Form of Election to be received.
• The JSE will, subject to the Scheme becoming Effective, and to Capital & Regional no longer meeting the JSE spread requirements and therefore no longer qualifying for listing, take steps to implement the delisting of Capital & Regional Shares from the Main Board of the JSE pursuant to paragraph 1.12 of the JSE Listings Requirements.
• The Long-stop Date is the latest date by which the Scheme may become Effective. However, the Long-stop Date may be extended to such later date as Capital & Regional and NewRiver may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).

The Combination will be implemented solely pursuant to the terms of the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Offer Document), which contains the full terms and conditions of the Combination, including details of how Capital & Regional Shareholders may vote, or procure the vote, in respect of the Combination.

NewRiver will publish the Prospectus, containing information on the New NewRiver Shares and the Combined Group, subject to FCA approval.

Capital & Regional and NewRiver urge Capital & Regional Shareholders to read the Scheme Document and the Prospectus carefully because they contain important information in relation to the Combination, the New NewRiver Shares and the Combined Group.

NewRiver also urges NewRiver Shareholders to read the Prospectus carefully because it contains important information in relation to the Combination, the New NewRiver Shares and the Combined Group.

Any decision in respect of, or other response to, the Combination should be made on the basis of the information contained in the Scheme Document (or, in the event that the Combination is to be implemented by means of a Takeover Offer, the Offer Document) and the Prospectus.

Any vote in respect of resolutions to be proposed at the Capital & Regional Meetings or the NewRiver General Meeting, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Offer Document) and the Prospectus.

In the event of any ambiguity or conflict between the Scheme Document and the Prospectus in respect of the terms and conditions of the Combination or the Scheme, the Scheme Document shall prevail.

Disclaimers

Information relating to Capital & Regional Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Capital & Regional Shareholders, persons with information rights and other relevant persons for the receipt of communications from Capital & Regional may be provided to NewRiver during the Offer Period as required by Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.