Capital unties Properties : Scrip Dividend Booklet

Shaftesbury Capital PLC (Registered in England No 7145051)

Scrip Dividend Scheme

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, it is recom- mended that you seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, in the case of shareholders registered on the United Kingdom section of the share register, is authorised under the UK Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Shaftesbury Capital PLC, please forward this document, together with the accompa-nying documents, as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for delivery to the purchaser or transferee.

This document contains the terms and conditions of the Company's proposed Scrip Dividend Scheme and should be read in conjunction with the Mandate Form available on the Company's website (www.shaftesburycapital.com) or obtainable on request from the UK Registrar or SA Registrar as appropriate or the terms applicable to other means of making elections under the Scrip Dividend Scheme. Please retain this document in case you need to refer to it in the future.

If you wish to receive dividends on your Ordinary Shares in cash in the usual way, you do not need to take any action and may disregard this document and the Mandate Form.

The distribution of this document in certain jurisdictions other than the United Kingdom and the Republic of South Africa may be restricted by law and, therefore, persons into whose possession this document (and any accompanying documents) comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. See paragraph 2 on page 3 for further details.

IMPORTANT INFORMATION

• - Definitions of certain terms used in this document are set out on pages 17 and 19.

• - The renewal of the Scrip Dividend Scheme is conditional upon approval being given by Shareholders at the Company's 2023 Annual General Meeting.

• - The Scrip Dividend Scheme will apply to future interim and final dividends in respect of which a Scrip Dividend Alternative is offered.

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The operation of the Scrip Dividend Scheme is always subject to the Directors' discretion whether or not to make an offer of New Ordinary Shares in respect of any particular dividend. The Directors also have the power to suspend or terminate the Scrip Dividend Scheme generally at any time prior to the allotment of the New Ordinary Shares pursuant to it. If the Directors suspend or terminate the Scrip Dividend Scheme, Shareholders will, if a dividend is still due and payable, receive their dividend in cash in full in the usual way on or as soon as reasonably practicable after the Relevant Dividend Payment Date.

Contents

Description of the Scrip Dividend Scheme 3

Taxation Guidelines 9

Exchange Control 16

Definitions 17

IMPORTANT NOTICE

This document and the information contained in it are current as at 24 March 2023. Save to the extent required by applicable law, Shaftesbury Capital shall be under no obligation to update this document or the information contained in it. You should bear in mind that the value of the Company's shares can go down as well as up, and whether you elect to participate in the Scrip Dividend Scheme is your own decision depending on your individual circumstances. If you are in any doubt as to the action you should take, you are advised to consult your independent financial adviser.

Description of the Scrip Dividend Scheme

1. What is the Scrip Dividend Scheme?

The Scrip Dividend Scheme enables Shareholders to elect to receive, if they wish, New Ordinary Shares in the Company instead of a cash dividend.

The Scrip Dividend Scheme enables Shareholders to increase their shareholding in the Company in a simple manner without paying any dealing costs or stamp duty. The issuance of New Ordinary Shares under the Scrip Dividend Scheme in lieu of a cash dividend will also assist the Company in its cash flow planning and could potentially reduce short-term funding costs, to the general benefit of the Company and its Shareholders.

However, you should bear in mind that the price of the New Ordinary Shares can go down as well as up, and whether you elect to participate in the Scrip Dividend Scheme is your own decision depending on your individual circumstances. If you are in any doubt as to the action you should take, you are advised to consult your independent financial adviser.

The operation of the Scrip Dividend Scheme is subject always to the Directors' decision to make the scrip offer available in respect of any particular dividend. Should the Directors decide not to offer the scrip in respect of any particular dividend, cash will automatically be paid instead.

The Company is a UK REIT (more information on REITs is availa- ble on the Company's website). The Directors may set different proportions of a dividend payable as a PID or non-PID depending on whether the dividend is received as cash or shares. Please refer to Taxation Guidelines on pages 9 to 15 for comment on the tax treatment of PIDs and non-PIDs.

Shareholders (other than UK Certificated Shareholders) should note that any election made to participate in the Scrip Dividend Scheme will apply only to the next Relevant Dividend, and not to any subsequent Relevant Dividends. Shareholders (other than UK Certificated Shareholders) will therefore need to make a sepa- rate election in respect of each Relevant Dividend where they wish to receive New Ordinary Shares instead of a cash dividend.

UK Certificated Shareholders will be deemed to be making an election for the next Relevant Dividend only, unless they choose to make an "evergreen" election, which will result in them receiving New Ordinary Shares instead of cash dividends as a matter of routine in respect of all future Relevant Dividends, unless such instruction is subsequently cancelled. If you have already made an "evergreen" election then unless revoked, this election will apply to all future Relevant Dividends. "Evergreen" elections made by UK Certificated Shareholders will automatically remain valid for the period of this renewed authority which is until the conclusion of the AGM of the Company to be held in 2026 or, if earlier, 15 September 2026.

Details of the procedures for making and cancelling an election to participate in the Scrip Dividend Scheme are set out in para- graphs 3 to 7 below.

2. Who can participate in the Scrip Dividend Scheme?

All Shareholders who are resident in the UK are entitled to partic- ipate in the Scrip Dividend Scheme. SA Shareholders resident in South Africa are also entitled to participate, subject to any requirements of local exchange control. Please see the section titled "Exchange Control" on page 16 of this document for details of the exchange control implications. The right to elect to join the Scrip Dividend Scheme is not transferable.

If you are a Shareholder who is resident outside the UK or South Africa, you may treat this as an invitation to elect to join the Scrip Dividend Scheme unless you could not lawfully participate without any further obligation on the part of Shaftesbury Capital or your participation would not be in compliance with any registration or other legal requirements. Any person resident outside the UK or South Africa wishing to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme is responsible for ensuring that their election can, without any further obligation on Shaftesbury Capital, be validly made and for observing all formalities and any resale restrictions that may apply to the New Ordinary Shares. If you are not satisfied that this is the case, you may not participate in the Scrip Dividend Scheme or make an election under the Scrip Dividend Scheme.

3. What is the deadline for joining the Scrip Dividend Scheme for a particular dividend?

To be eligible to receive New Ordinary Shares for a Relevant Dividend:

• a. elections by SA Shareholders must be received by the SA Registrar no later than 12.00 pm (Johannesburg time) on the SA Election Date for each Relevant Dividend (which is advised in advance of each Relevant Dividend); and

• b. elections by UK Shareholders must be received by the UK Registrar no later than 5.30 pm (London time) on the UK Election Date for each Relevant Dividend (which is advised in advance of each Relevant Dividend) in order for your instructions to apply to the Relevant Dividend.

For shares held in CREST or in the Strate system via a CSDP or broker, earlier lodgement dates will apply. Please contact your CREST provider, CSDP or broker to permit them to advise the relevant Registrar by the dates specified above.

Elections received or input after the lodgement dates above will be rejected and will not apply to any subsequent Relevant Dividend, except in relation to those UK Certificated Shareholders who have made an "evergreen" election, where such election will apply to future Relevant Dividends only.

The Ex-dividend Date, reference share prices, UK and SA Election Dates and all further information in respect of each Relevant Dividend will be announced and made available on the Shaftesbury Capital website atwww.shaftesburycapital.com.

Description of the Scrip Dividend Scheme continued

4. What does it mean to make an election to participate in the Scrip Dividend Scheme?

Upon making an election to participate in the Scrip Dividend Scheme, each Shareholder will be deemed (whether the election is made by them or on their behalf) to have:

• a. agreed to participate in the Scrip Dividend Scheme pursuant to the terms and conditions set out in this document (as may be amended from time to time); and

• b. authorised the Company or its agent: (i) in the case of holdings in Certificated form, to send to the Shareholder at the Shareholder's registered address any definitive share certificate in respect of New Ordinary Shares allotted; and (ii) in the case of holdings in dematerialised form, to credit the New Ordinary Shares allotted to the Shareholder's CREST account or CSDP account (as applicable) on the date that dealings in the New Ordinary Shares commence.

As explained in paragraph 1 above, Shareholders (other than UK Certificated Shareholders who have made an "evergreen" election) will have to make separate elections in relation to each Relevant Dividend where such Shareholder wishes to receive New Ordinary Shares instead of a cash dividend. However, elections to participate in the Scrip Dividend Scheme by UK Certificated Shareholders may be for either one Relevant Dividend or for all future Relevant Dividends (an "evergreen" election) unless and until such election is cancelled by such Shareholder or until the Scrip Dividend Scheme itself is cancelled by the Company.

The way in which Shareholders can elect to participate in the Scrip Dividend Scheme will depend on how they hold their Ordinary Shares.

5. How do I join (or leave) the Scrip Dividend Scheme if I hold share certificates (not through CREST or in the Strate system via a CSDP or broker)?

How do I elect to join the Scrip Dividend Scheme?

If you are a UK Certificated Shareholder, you may join the Scrip Dividend Scheme by either: (i) completing the Mandate Form obtainable on request from the UK Registrar and returning it to the UK Registrar in accordance with the instructions contained in the Mandate Form; or (ii) online viawww.signalshares.com.

If you are a SA Certificated Shareholder, you should complete the Mandate Form obtainable on request from the SA Registrar, and return it to the SA Registrar in accordance with the instructions contained in the Mandate Form.

Mandate Forms will also be made available for download from the Company's website, for completion and return to the appropriate Registrar.

Will I have to make separate elections to receive scrip shares for each dividend?

UK Certificated Shareholders may elect to participate in the Scrip Dividend Scheme for one Relevant Dividend or may make an "evergreen" election, in which case the election will apply to the Relevant Dividends and subsequent Relevant Dividends until such time as the election is cancelled.

SA Certificated Shareholders much submit an election in respect of each Relevant Dividend.

How can I amend or cancel my election?

UK Certificated Shareholders may amend or cancel their elec- tion to participate in the Scrip Dividend Scheme for the next Relevant Dividend at any time up until the UK Election Date for that Relevant Dividend by a notice in writing to the UK Registrar. Cancellation instructions received after that date will be rejected, and all elections will lapse after the Relevant Dividend for which that election has been made, unless the Shareholder in question has made an "evergreen" election, in which case it will apply to subsequent Relevant Dividends only.

SA Shareholders should note that any election by them to partic- ipate in the Scrip Dividend Scheme in respect of a Relevant Dividend is irrevocable. All elections will lapse automatically after the Relevant Dividend for which the election has been made.

6. How do I join (or leave) the Scrip Dividend Scheme if I hold my shares electronically on the UK register through CREST?

How do I elect to join the Scrip Dividend Scheme?

Shareholders who hold their Ordinary Shares in CREST can elect to receive dividends in the form of New Ordinary Shares through the CREST Dividend Election Input Message. By doing so Shareholders confirm their election to participate in the Scrip Dividend Scheme and their acceptance of the full terms and conditions of the Scrip Dividend Scheme, which can be found atwww.shaftesburycapital.com, as may be amended from time to time. Other forms of election, including paper forms of election, will not be accepted.

The CREST Dividend Election Input Message must contain the number of Ordinary Shares relating to the election. If the number of elected Ordinary Shares is zero or left blank then the elec- tion will be rejected. If the number is greater than the number of Ordinary Shares held by the relevant Shareholder at the relevant Record Date, the election will be automatically reduced to the holding at that Record Date.

Once an election is made using the CREST Dividend Election Input Message system it cannot be amended. Therefore, if a Shareholder wishes to change their election, such Shareholder would need to cancel their previous election and submit a new election.

Will I have to make separate elections to receive scrip shares for each dividend?

Yes. If you wish to receive New Ordinary Shares instead of cash in respect of a future Relevant Dividend, you must complete a CREST Dividend Election Input Message, otherwise you will receive your dividend in cash, by cheque or to any bank account previously mandated for the receipt of dividends.

How can I amend or cancel my election?

Once an election is made using the CREST Dividend Election Input Message system it cannot be amended. Therefore, if a Shareholder wishes to change their election, such Shareholder would need to cancel their previous election and submit a new election.

Shareholders who hold their Ordinary Shares in CREST can only cancel their election through the CREST system. CREST Dividend

Election Input Messages should not be used to change an elec- tion in respect of the Scrip Dividend Scheme that was not made through CREST. A CREST notice of cancellation will take effect on its receipt and will be processed by the UK Registrar in respect of the next Relevant Dividend payable after the date of receipt of such notice.

A notice of cancellation must be received before 5.30 pm (London time) on the UK Election Date for the Relevant Dividend. For shares held in CREST via a broker or nominee, please contact the nominee or broker as earlier lodgement dates will apply to permit them to advise the UK Registrar by the required date.

All elections will lapse automatically after the Relevant Dividend for which the election has been made.

7. What if I hold my Ordinary Shares on the SA register in the Strate system?

How do I elect to join the Scrip Dividend Scheme?

SA Shareholders who hold their Ordinary Shares in the Strate system via a CSDP or broker at 12.00 pm (Johannesburg time) on the Record Date for the Relevant Dividend should, in terms of their custody agreement with their CSDP or broker, arrange for their election to have New Ordinary Shares issued to them in the Strate system to be implemented by their CSDP or broker.

Any election forms relating to holdings in the Strate system are submitted wholly at the risk of the submitting party and the SA Registrar reserves the right to reject any election forms received relating to these holdings.

Will I have to make separate elections to receive scrip shares for each dividend?

Yes. SA Shareholders who hold their Ordinary Shares in the Strate system via a CSDP or broker must make a separate election in respect of each Relevant Dividend, following the requirements set out above.

How can I amend or cancel my election?

Any election to participate in the Scrip Dividend Scheme in respect of a Relevant Dividend is irrevocable. All elections will lapse automatically after the Relevant Dividend for which the election has been made.

8. Can I participate in the Scrip Dividend Scheme in respect of part of my holding?

By default an election will be accepted in relation to the whole of a Shareholder's shareholding.

However, a UK Certificated shareholder may make an election in respect of one Relevant Dividend to participate in the Scrip Dividend Scheme in respect of part of a shareholding. To make a partial election a Mandate Form must be completed and returned to the UK Registrar in accordance with the instructions contained in the Mandate Form. It is not possible to make a partial election via Signal Shares.

SA Certificated Shareholders may only make an election in respect of their entire shareholding.

For uncertificated/dematerialised shares, the Directors may, at their discretion, allow Shareholders to elect in respect of part of their shareholding (for nominee shareholdings held in the Strate

system via a CSDP or broker a partial election may only be made where they are acting on behalf of more than one beneficial holder):

- For nominee shareholdings held in CREST, the CREST

Dividend Election Input Message must contain the number of Ordinary Shares for which the election is being made. Such mandate must be received for each Relevant Dividend.

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For nominee shareholdings held in the Strate system via a CSDP or broker in accordance with the rules and procedures of the Strate system, the Dividend Election instruction to the SA Registrar must contain the number of Ordinary Shares for which the election is being made. Such mandate must be received for each Relevant Dividend.

A cash dividend will be paid on any remaining Ordinary Shares not included in the CREST Dividend Election Input Message or other form of instruction.

Paragraph 10 sets out the position where shares are held in separate holdings.

9. What about Ordinary Shares held in joint names?

Ordinary Shares held in joint names are eligible to participate in the Scrip Dividend Scheme, but all joint Shareholders must sign the Mandate Form or notify their election via CREST or their CSDP or broker, as applicable.

10. What happens if I have more than one holding?

If a Shareholder's Ordinary Shares are registered in more than one holding and they want to receive New Ordinary Shares instead of cash dividends in respect of each holding, they must complete a separate Mandate Form or notify their election via CREST or their CSDP or broker, as applicable, for each holding.

Shareholders who hold some of their Ordinary Shares in Certificated form and some in dematerialised form will be required to elect to participate in the Scrip Dividend Scheme for each of their certificated and dematerialised holdings separately.

11. How many New Ordinary Shares will I receive?

In accordance with the Company's articles of association, a Shareholder who elects for the Scrip Dividend Alternative is entitled to New Ordinary Shares whose value is as near as possible to the cash dividend which they would have otherwise received. To achieve this, in a case where no UK withholding tax has to be accounted for, a Shareholder's entitlement to New Ordinary Shares for the Relevant Dividend will be calculated by taking the amount of the cash dividend to which they are enti- tled (i.e. the number of Ordinary Shares held by that Shareholder at the Record Date for the Relevant Dividend multiplied by the gross value of the dividend per Ordinary Share) and dividing it by the Scrip Calculation Price. When UK withholding tax has to be accounted for (i.e. when the dividend is paid wholly or partly as a PID except when exemptions apply), the calculation will be by reference to the gross amount of the dividend less the applicable withholding tax at the current rate of 20 per cent (i.e. 80 per cent of the cash amount).

To calculate the cash value SA Shareholders would otherwise receive per Ordinary Share, the applicable Exchange Rate for the Rand equivalent of the Relevant Dividend in South Africa will be determined by the Company on the Currency Conversion Date.