CAPITAL & REGIONAL PLC — Proxy Solicitation & Information Statement 2021

Apr 20, 2021

Capital & Regional plc Form of Proxy

for use at the Company's Annual General Meeting ("AGM") to be held at 10.00 am on Thursday 20 May 2021.
---------------------------------------------------------------------------------------------------------

	I/We (name in full)__________________ (BLOCK CAPITALS)
of (registered address)	(BLOCK CAPITALS) ___________________

holding (insert number of ordinary shares) _________________________________________________________________

being (a) member(s) of Capital & Regional plc entitled to vote at a General Meeting, hereby appoint the Chairman of the Meeting or

______________________________________________________________________________________________________________

(see Note 2 below) in respect of all my shares to act as my/our proxy to exercise all or any of my/our rights to attend and to speak and vote on my/our behalf at the offices of Capital & Regional plc, 22 Chapter Street, London, SW1P 4NP on Thursday, 20 May 2021 at 10:00 am and at any adjournment thereof. I/we appoint my/our proxy to attend, speak* and vote* in the manner indicated below:

				Withheld
	Ordinary business	For	Against	(see note 8)
	1 To adopt the report and accounts
	2 To approve the annual report on directors' remuneration
	3 To re-appoint Deloitte LLP as auditors
	4 To authorise the directors to fix the remuneration of the auditors
	5 To re-elect David Hunter as a director of the Company
6	To re-elect Lawrence Hutchings as a director of the Company
	7 To re-elect Stuart Wetherly as a director of the Company
	8 To re-elect Ian Krieger as a director of the Company
	9 To re-elect George Muchanya as a director of the Company
	10 To re-elect Louis Norval as a director of the Company
	11 To re-elect Norbert Sasse as a director of the Company
	12 To elect Katie Wadey as a director of the Company
	13 To re-elect Laura Whyte as a director of the Company
Special business
	14 Ordinary resolution – To allot securities
	15 Special resolution – To disapply pre-emption rights
	16 Special resolution – To disapply pre-emption rights for purposes of acquisitions or capital investments
	17 Special resolution – To make market purchases of the Company's own shares in compliance with Section 693 of the Companies Act 2006
	18 Special resolution – To call a general meeting on not less than 14 clear days' notice

Please indicate with an "X" in the appropriate space how you wish your vote to be cast. If you do not indicate how you wish your proxy to vote, the proxy will vote, or abstain from voting, as he/she thinks fit.

Please tick the box if this proxy appointment is one of multiple appointments being made.

For the appointment of more than one proxy, please refer to Note 2 overleaf.

Please return this form of proxy, duly completed and signed, to the address shown overleaf, so as to be received no later than 48 hours before the time of the meeting.

Signed_________ Dated	________ 2021

NOTES

PLEASE NOTE THE PROPOSED PROCEDURE FOR THE AGM IN VIEW OF THE GOVERNMENT MEASURES IN PLACE AS A RESULT OF COVID-19. SHAREHOLDERS, THEIR PROXIES AND CORPORATE REPRESENTATIVES MAY NOT BE PERMITTED TO ATTEND THE AGM IN PERSON IF GOVERNMENT MEASURES DO NOT PERMIT IT. THE COMPANY WILL CONTINUE TO UPDATE SHAREHOLDERS ON ARRANGEMENTS FOR THE AGM THROUGH RNS ANNOUNCEMENTS AND THE COMPANY'S WEBSITE AT www.capreg.com. SHAREHOLDERS ARE ADVISED TO CHECK THE COMPANY'S WEBSITE FOR UPDATES.

• 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.
• 2 You can appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
• • To appoint more than one proxy, you should photocopy the proxy form. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the proxy form if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to Equiniti.
• • To appoint the Chairman as your sole proxy in respect of all your shares, fill in any voting instructions and sign and date the Proxy Form, but leave all other proxy appointment details blank.
• • To appoint a single proxy in respect of all your shares other than the Chairman, cross out only the words "the Chairman of the Meeting or" and insert the name of your proxy (who need not be a member of the Company). Then complete the rest of the Proxy Form, but leave all other proxy appointment details blank.
• 3 The Proxy Form gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk.
• 4 If the Proxy Form is signed by someone else on your behalf, their authority to sign must be returned with the Proxy Form. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form of proxy must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
• 5 To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast), you must be entered on the Company's register of members at 6.30 pm on 18 May 2021 or, if the meeting is adjourned, you must be entered on the register at 6.30 pm on the date which is two days prior to the date of any adjourned meeting.
• 6 Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM and Annual Report.
• 7 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.
• 8 The "withheld" option is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes "for" and "against" a resolution.
• 9 Any alterations to the Proxy Form should be initialled.
• 10 If you complete and return the Proxy Form this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
• 11 In the case of joint holders, only one need sign this Proxy Form, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 12 To be valid, this form of proxy must reach the Company's Registrar, Equiniti, by no later than 10.00 am on 18 May 2021, 48 hours before the time of the meeting.
• 13 Please return the Proxy Form to Equiniti, by email to proxyvotes@equiniti.com or by post to FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland.

Notification of Availability

Dear Shareholder,

This is notification to inform you that Capital & Regional plc's Annual Report 2020 and Notice of the Annual General Meeting 2021 are available to view or download on the Company's website at www.capreg.com. The documents are located in the Investor Relations section of the website.

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING

BN99 8LU

AAATDFAADAADAFDDDATTDADTDDFAFADFFADF