Directors' Remuneration Policy

9 May 2019

CAPITAL & REGIONAL PLC ("Capital & Regional" or "the Company")

UK company number 01399411

LSE share code: CAL

ISIN: GB0001741544

LEI: 21380097W74N9OYF5Z25

Directors' Remuneration Policy

The notice of Annual General Meeting ("AGM") of Capital & Regional to be held on Thursday, 16 May 2019 includes at resolution 3 a proposal to adopt a new Directors' Remuneration Policy (the "Policy") which will replace the existing Directors' Remuneration Policy.

Following further consultation with our key shareholders and representative bodies, the Remuneration Committee (the "Committee") is proposing the following changes to the Policy contained in pages 48 to 54 of our 2018 Annual Report (available in the Investor Info section of the Capital & Regional website at https://capreg.com/investor-info/reports-webcasts-and-presentations/):

·    the removal of the ability to grant an ex-gratia award to an incoming Executive Director; and

·  that the maximum combined incentive award potential in any year (300% of salary) will be adjusted downwards to reflect the year on year reduction in the profit outturn (if any) or if the shareholder return over the same period has been negative.

The Board would like to remind shareholders that the deadline for receipt of proxy votes is 10.00am on Tuesday, 14 May 2019. The Board hopes that shareholders will be able to support not only the resolution proposing the Company's revised Directors' Remuneration Policy but also the other resolutions being proposed at the AGM.

Tony Hales, Chair of the Remuneration Committee, notes:

"We have engaged with our leading shareholders and governance rating agencies over the last few months and thank them for their helpful comments and feedback. The Committee has taken this feedback on board and, to reflect shareholders' views, have proposed these additional commitments within which the Committee will operate the proposed new remuneration policy.  The Board believes that the policy is fair, aligns management's interests with shareholders, ensures there is an appropriate focus on performance and is necessary for retaining the right talent in order to achieve successful outcomes to the challenges facing the business."

- ENDS -

For further information:

Capital & Regional plc                  020 7932 8000

Lawrence Hutchings

Stuart Wetherly

FTI Consulting                               020 3727 1000

Richard Sunderland                        

Claire Turvey

Methuselah Tanyanyiwa

capreg@fticonsulting.com

About Capital & Regional plc

Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering significant value enhancing retail and leisure asset management opportunities across its c. £0.9 billion portfolio of in-town, dominant community shopping centres.

Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone, Walthamstow and Wood Green.  Capital & Regional manages these assets through its in-house expert property and asset management platform.

For further information see www.capreg.com.