Company No 7145051
COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS OF CAPITAL & COUNTIES PROPERTIES PLC
(passed 29 July 2022)
At the General Meeting of the members of the Company convened and held on 29 July 2022, the following special resolutions were duly passed:
Resolution 6- as a Special Resolution
THAT subject to and conditional upon the conditions for the Merger becoming effective, the Directors be and are authorised pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of that Act) for cash pursuant to the authority conferred by Resolution 5 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
- (i) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (ii) of Resolution 5 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and
- (ii) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to subparagraph (i) of this Resolution 6) to any person or persons up to an aggregate nominal amount of £22,812,485,
(the aggregate of the amounts described by sub-paragraphs (i) and (ii) of this Resolution 6 and Resolution 7 below being the Section 561 Amount for the purposes of the Company's Articles of Association) and shall expire upon the expiry of the general authority conferred by Resolution 5, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
Resolution 7 - as a Special Resolution
THAT subject to and conditional upon the conditions for the Merger becoming effective, and in addition to the power conferred by Resolution 6 the Directors be and are authorised pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of that Act) for cash pursuant to the authority conferred by Resolution 5 and by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment provided that this power shall:
- (i) be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £22,812,485; and
- (ii) only be used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
(the aggregate of the amounts described by sub-paragraphs (i) and (ii) of Resolution 6 above and this Resolution 7 being the Section 561 Amount for the purposes of the Company's Articles of
Association) and shall expire upon the expiry of the general authority conferred by Resolution 5, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
Resolution 8 - as a Special Resolution
THAT subject to and conditional upon the conditions for the Merger becoming effective, the Company be generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of ordinary shares of 25 pence each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
- (i) the maximum number of ordinary shares which may be purchased is 182,499,878, representing approximately 10% of the expected issued share capital of the Company on Completion (excluding the Secured New Capco Shares);
- (ii) the minimum price (exclusive of expenses) which may be paid for any such ordinary share is 25 pence;
- (iii) the maximum price (exclusive of expenses) which may be paid for any such ordinary share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 8 will be carried out;
- (iv) this authority shall expire on 28 September 2023 or at the conclusion of the annual general meeting of the Company to be held in 2023, whichever is the earlier, unless such authority is renewed, varied or revoked by the Company in general meeting prior to such time; and
- (v) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase its ordinary shares in pursuance of any such contract.
Resolution 9 - as a Special Resolution
THAT subject to and conditional upon the conditions for the Merger becoming effective, the registered name of the Company be changed to Shaftesbury Capital PLC.
Certified as a true copy Ruth Pavey Company Secretary, 29 July 2022