CAPITAL & REGIONAL PLC — AGM Information 2021

Nov 2, 2021

Registered Number: 01399411

THE COMPANIES ACTS

CAPITAL & REGIONAL PLC

PUBLIC COMPANY LIMITED BY SHARES

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RESOLUTIONS to which Chapter 3 of Part 3 of the Companies Act 2006 applies

At a general meeting of the Company duly convened and held at 2.00 p.m. on 1 November 2021 at 110 Rochester Row, Westminster, London, SW1P 1JQ the following resolutions were duly passed as ordinary resolutions.

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ORDINARY RESOLUTIONS

1. THAT: the Company's board of directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act to exercise all or any of the powers of the Company to allot Ordinary Shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company in connection with the Capital Raising (as defined in the Prospectus) up to an aggregate nominal amount of £5,358,023.7 which authority shall be in addition to the existing authority conferred on the Company's board of directors on 20 May 2021 which shall continue in full force and effect, provided that such authority shall expire (unless previously renewed, varied or revoked) at the earliest to occur of the conclusion of the next annual general meeting of the Company after the date on which this resolution is passed or the date 15 months after the date of passing of this resolution, save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry revocation or variation and the directors of the Company may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

2. THAT: the Long Term Retention Awards (the principal terms of which are summarised in paragraph 10 of Part 1 of the Prospectus) and the amendments to the Director's Remuneration Policy to authorise the Company to award the Long Term Retention Awards be and are hereby approved (including for the purposes of the Listing Rules and section 226B(1)(b) of the Companies Act 2006) and the Directors of the Company (or duly authorised committee of the Directors) are hereby authorised to do all acts and things as they consider necessary or desirable to award the Long Term Retention Awards and to make payments pursuant to the Long Term Retention Awards.

3. THAT: the amendments to the rules of the LTIP to reduce from three years to 18 months the minimum vesting period of awards that may be granted under the LTIP to employees other than executive directors, produced in draft to the General Meeting, be and are hereby authorised to adopt the amendments to the rules of LTIP to do all acts and things as they consider necessary or desirable to implement the amendments.

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Chairman of the meeting

Date ........................ 1 November 2021