Disclaimer

Important Disclaimer

RECOMMENDED ALL SHARE MERGER OF CAPITAL & COUNTIES PROPERTIES PLC (“CAPCO”) AND SHAFTESBURY PLC (“SHAFTESBURY” OR THE “COMPANY”) (THE "PROPOSAL").

PLEASE READ THIS DISCLAIMER CAREFULLY AS IT APPLIES TO ANY PERSON WHO VIEWS THIS SECTION OF THE WEBSITE (THIS “MICROSITE”). YOU SHOULD READ THIS DISCLAIMER IN FULL EACH TIME YOU VISIT THIS MICROSITE. THIS DISCLAIMER AND THE INFORMATION CONTAINED IN THIS MICROSITE MAY BE ALTERED OR UPDATED AT ANY TIME WITHOUT NOTICE.

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION IN THIS MICROSITE. THE INFORMATION IS NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY OBLIGATION OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY SHAFTESBURY AND OTHER PARTIES TO THE PROPOSAL RELATING TO THE PROPOSAL, IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. This notice may be updated at any time and you should, therefore, read it each time you visit this Microsite. In addition, the contents of the Microsite may be amended at any time, in whole or in part, without notice.

To allow you to view information about the Proposal, you must read this notice and, if you are able to confirm your understanding and acceptance of its terms, then click "AGREE". If you are unable to confirm your understanding and acceptance of its terms, you should click "DISAGREE" and you will not be able to view information about the Proposal.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation, solicitation or offer to purchase or subscribe for any securities pursuant to the Proposal or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful. The full terms and conditions of the Proposal will be set out in a formal offer document. Any decision made in relation to the Proposal should be made solely and only on the basis of the information provided in the formal offer document.

The Information speaks only at the date of the relevant Information and Shaftesbury has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). The Information is subject to change without notice.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED IN THE MIRCOSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

The Information has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information in this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Notice to US investors

The Proposal relates to the potential acquisition of securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States.  The financial information included in this Microsite has been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of the Company’s shares to enforce their rights and claims arising out of the US federal securities laws, since the Company is located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of the Company’s shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Proposal, or passed upon the fairness of the Proposal or passed upon the adequacy or accuracy or otherwise of any of the Information contained in this Microsite.

Forward-Looking Statements

Some of the Information contained in this Microsite may include statements that are or may be deemed to be “forward-looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Shaftesbury, Capco and their group companies or the combined business of Shaftesbury and Capco after completion of the Proposal (the “Enlarged Group”) will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “can be”, “target”, “expect”, “estimate”, “aims”, “opportunity”, “create”, “represents”, “extends”, “provides”, “enables”, “achieve”, “intends”, “will”, “would”, “could”, “should”, “proposed”, “enhancing” or “believe” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Capco, Shaftesbury, nor any of their associates or directors, officers or advisers provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Microsite will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. Each forward looking statement speaks only at the date the relevant document containing such statement was made available in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the Company nor any of its directors has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and interpreted in accordance with English law.

Confirmation of understanding and acceptance of disclaimer

• I have read and understood the notice set out above and I agree to be bound by its terms.
• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials in this Microsite, or parts of it, illegal.
• I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials in this Microsite to any other person at any time.
• I represent and warrant to the Company that I intend to access this Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.

If you are not able to give these confirmations, you should click on "Disagree" below.

OR

Second Certification

“We represent and warrant that:

                        i.         we are a shareholder of Shaftesbury PLC; and

                       ii.         we have the written authorisation of Shaftesbury PLC to access the website, only for the purpose of reviewing the Notice of General Meeting.

We undertake that we shall only access the Notice of General Meeting.”

By clicking “I AGREE” below, you are certifying that one of the certifications, and any information provided, is accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation. If you would like to receive a hard copy of the materials by post, they can be obtained by sending an e-mail message making either of the above certifications and your mailing address to [email protected].

Your data will be held by Shaftesbury PLC and processed only to ensure our compliance with applicable regulations.