Shaftesbury Capital Plc (formerly: Capital & Counties Properties Plc) — Proxy Solicitation & Information Statement 2016

Mar 28, 2016

See overleaf for notes on completion and submission of the form of proxy

CAPITAL & COUNTIES PROPERTIES PLC - ANNUAL GENERAL MEETING

ATTENDANCE CARD

To be held at the hotel currently known as the Four Seasons Hotel, 46 Westferry Circus, Canary Wharf, London E14 8RS, United Kingdom on Friday 6 May 2016 at 11:30 am (London time).

If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrars.

This will facilitate entry to the meeting.

Signature of person attending

Barcode:

Shareholder reference number:

See overleaf for notes on completion and submission of the form of proxy

CAPITAL & COUNTIES PROPERTIES PLC - ANNUAL GENERAL MEETING

FORM OF PROXY

Barcode:

Shareholder reference number:

I/We being a member/members of the Company hereby appoint the Chairman of the meeting or (see note 1)

☐ Shares
☑ Event Code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote (see note 1) in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at the hotel currently known as the Four Seasons Hotel, 46 Westferry Circus, Canary Wharf, London E14 8RS, United Kingdom on Friday 6 May 2016 at 11:30 am (London time) and at any adjournment thereof. Please indicate with an X in the space below how you wish your vote to be cast (note 2).

Tick box if this is one of multiple appointments and enter number of shares (*above) for which proxy is authorised (note 2).

RESOLUTION

Please mark 'X' to indicate how you wish to vote

By	By/Your Vote (Withheld)
Barcode:

RESOLUTION

Please mark 'X' to indicate how you wish to vote

By	By/Your Vote (Withheld)
13. To re-appoint PricewaterhouseCoopers LLP as Auditors.	☑
14. To authorise the Directors to determine the Auditors' remuneration.	☑

Ordinary Business

1. To receive the accounts and the reports of the Directors and the Auditors for the year ended 31 December 2015.
2. To declare a final dividend of 1.0 pence per ordinary share.
3. To re-elect Ian Durant as a Director (Chairman).
4. To re-elect Ian Hawksworth as a Director (Executive).
5. To re-elect Soumen Das as a Director (Executive).
6. To re-elect Gary Yardley as a Director (Executive).
7. To re-elect Graeme Gordon as a Director (Non-executive).
8. To re-elect Gerry Murphy as a Director (Non-executive).
9. To re-elect Demetra Pinsent as a Director (Non-executive).
10. To re-elect Henry Staunton as a Director (Non-executive).
11. To re-elect Andrew Strang as a Director (Non-executive).
12. To elect Anthony Steains as a Director (Non-executive).

Special Business

1. To approve the Directors' Remuneration Report for the year ended 31 December 2015 (other than the Remuneration Policy Report) (Ordinary Resolution).
2. To authorise the Directors to allot shares (S.551) (Ordinary Resolution).
3. To disapply the pre-emption provisions of Section 561(1) of the Companies Act 2006, to the extent specified (Special Resolution).
4. To authorise the Company to purchase its own shares (Special Resolution).
5. To allow General Meetings (other than AGMs) to be held on 14 clear days' notice (Special Resolution).

To assist with arrangements, if you intend to attend the meeting in person please place a X in the box opposite.

I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form.

Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. Director, Secretary).

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Notes on completion of the form of proxy

1. A member is entitled to appoint a proxy of his or her own choice who need not be a shareholder to exercise all or any of his or her rights to attend, speak and vote on their behalf at the meeting. If you wish to restrict the rights of your proxy please cross out either or both of the words "speak" or "vote" as you feel appropriate. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see overleaf) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy, photocopy this form and complete a separate proxy form for each proxy to be appointed. Please indicate in the box next to the proxy holder's name (see overleaf) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.

3. Please indicate with an ☐ in the appropriate boxes how you wish the proxy to vote. The proxy will exercise his or her discretion as to how he or she votes or whether he or she abstains from voting:

3.1 on any resolution referred to overleaf if no instruction is given in respect of that resolution; and

3.2 on any business or resolution considered at the meeting other than the resolutions referred to overleaf.

The vote withheld option is provided to enable you to instruct your proxy not to vote on the resolution. However, it should be noted that a vote withheld in this way is not a "vote" in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolution.

1. If the member is a corporation, this form must be executed under its common seal or under the hand of an attorney or a duly authorised officer of the corporation.

2. In the case of joint holders the signature of one will be sufficient but the names of all the joint holders should be stated. If more than one joint holder is present at the meeting either personally or by proxy the vote of the joint holder whose name stands first in the register of members shall be counted.

3. To be valid the instrument appointing a proxy (and where it is signed on behalf of the appointor by an attorney, the letter or power of attorney, or a duly certified copy thereof) must (failing previous registration with the Company) be delivered by 11:30 am (London time) on 4 May 2016 or, in the case of an adjourned meeting, at least 48 hours before the time appointed for holding the adjourned meeting at which the person named in the instrument proposes to vote or (in case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. Shareholders registered on the South African section of the register should return the form of proxy to Computershare Investor Services Proprietary Limited. 70 Marshall Street, Johannesburg, 2001, South Africa (Postal address: PO Box 61051, Marshalltown, 2107, South Africa); unless the shares are held through a CSDP or broker, in which case the proxy voting instruction is to be provided to the CSDP, or broker (as applicable), Earlier lodgement dates will apply; please contact your CSDP or broker for submission deadlines. Shareholders registered on the United Kingdom section of the register should return the form of proxy in a stamped addressed envelope to Capita Asset Services PX51, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or, if preferred, they may vote electronically via the registrar's website www.capitashareportal.com. CREST members who wish to use the CREST electronic proxy appointment service should refer to the "FOR CREST MEMBERS ONLY" note to the Notice of Annual General Meeting enclosed with this form of proxy, which sets out the requirements for the submission of a proxy appointment via CREST.

4. Pursuant to regulation 41 of the Uncertified Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00 pm (London time) on the day which is two days before the day of the meeting, or if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. The completion and the return of this form will not preclude a member from attending the meeting and voting in person.

6. Unless the context requires otherwise, capitalised terms used in this form of proxy have the meaning ascribed to them in the Notice of Annual General Meeting issued by the Company on 15 March 2016.

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RESPONSE
Licence No: J5563

Computershare
PO Box 61051,
Marshalltown, 2107

No postage stamp necessary
if posted in the Republic of
South Africa
Postage will be paid by Addressee