Results Of Court Meeting And General Meeting

RESULTS OF COURT MEETING AND CAPITAL & REGIONAL GENERAL MEETING

The Board of Capital & Regional plc ("Capital & Regional") announces that at the Court Meeting and the Capital & Regional General Meeting held earlier today in connection with the recommended cash and share offer by NewRiver REIT plc ("NewRiver") for Capital & Regional (the "Combination", forming the "Combined Group"), all resolutions were duly passed with over 99 per cent. support from shareholders on each resolution.

As previously announced, the Combination is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and today:

• a majority in number of Scheme Shareholders who voted and were entitled to vote, either in person or by proxy, who together represented not less than 75 per cent in value of the Scheme Shares voted, voted in favour of the Scheme at the Court Meeting; and
• the requisite majority of Capital & Regional Shareholders voted to approve the special resolution required to be approved in connection with the Scheme at the Capital & Regional General Meeting.

Full details of the resolutions passed are set out in the notices of the Court Meeting and the Capital & Regional General Meeting contained in Part 10 and Part 11 respectively of the scheme document published by Capital & Regional on 21 October 2024 in connection with the Combination (the "Scheme Document").

The tables below set out the results of the poll at the Court Meeting and the Capital & Regional General Meeting. Each Scheme Shareholder present, in person or by proxy, was entitled to one vote per Scheme Share held at the Scheme Voting Record Time. At the Scheme Voting Record Time, Capital & Regional had 232,996,247 Scheme Shares in issue, none of which were held in treasury. Therefore, the total number of voting rights in Capital & Regional for the purposes of the Court Meeting and the Capital & Regional General Meeting at the Scheme Voting Record Time was 232,996,247.

Voting results of the Court Meeting

*Includes discretionary votes.

**Rounded to two decimal places.

****The total number of Scheme Shareholders who voted has been adjusted accordingly so as to ensure that where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder is not counted twice in the total.

Voting results of the Capital & Regional General Meeting

*Includes discretionary votes.

** Rounded to two decimal places.

***A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Capital & Regional Resolution.

Effective Date and Updates to Timetable

Completion of the Combination remains subject to the satisfaction, or, if applicable, the waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to be held on 6 December 2024, with the Scheme becoming effective thereafter on 10 December 2024.

Capital & Regional hereby announces an updated expected timetable of principal events from the version set out on pages 16 and 17 of the Scheme Document. All times and dates are indicative only and are subject to change. In particular, in respect of the cash payment to be made to Capital & Regional Shareholders on the South African Register and the UK Register in respect of the cash component of the Combination Consideration:

• Capital & Regional is required, for South African regulatory reasons and for the benefit of the South African market, to publish on a Regulatory Information Service and on SENS an indicative GBP/Rand Exchange Rate, and such indicative GBP/Rand Exchange Rate is expected to be announced on 6 December 2024 following the Scheme Sanction Hearing;
• the final GBP/Rand Exchange Rate to be published on a Regulatory Information Service and on SENS is now expected to be published on 10 December 2024.

All other entries in the expected timetable of principal events remain as previously announced. If any of the dates and/or times in the 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, with such announcement being made available on Capital & Regional's website at https://capreg.com/investor-info/possible-offer/. Accordingly, the revised expected timetable is set out below:

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 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. Scheme Shareholders should allow for sufficient time for posting for their 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)).

General

Unless otherwise defined, all capitalised terms in this Announcement shall have the same meaning given to them in the Scheme Document, a copy of which is available on the Capital & Regional website at https://capreg.com/investor-info/possible-offer/.

Certain figures included in this Announcement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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.