23NOV201020413906

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIREYOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek immediately your ownpersonal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager orother appropriate independent financial adviser, who is authorised under the Financial Services andMarkets Act 2000 (‘‘FSMA’’) if you are in the United Kingdom or, if not, from another appropriatelyauthorised independent financial adviser.

LETTER FROM CAPITAL SHOPPING CENTRES GROUP PLCNOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING

DirectorsD. P. H. Burgess MBE ChairmanD. A. Fischel Chief ExecutiveE. M. G. Roberts Finance DirectorK. E. Chaldecott Executive Director, PropertyJ. G. Abel Non-Executive DirectorR. M. Gordon Non-Executive DirectorI. J. Henderson CBE Non-Executive DirectorA. J. Huntley Non-Executive DirectorR. O. Rowley Non-Executive DirectorN. Sachdev Non-Executive DirectorA. D. Strang Non-Executive Director

14 January 2011

Dear Shareholder (and, for information only, to holders of options and awards under CSC share plans)

Notice of Adjourned Extraordinary General Meeting in relation to the proposed acquisition ofthe Trafford Centre Group

1 Introduction

On 20 December 2010, Capital Shopping Centres Group PLC (‘‘CSC’’ or the ‘‘Company’’) held anExtraordinary General Meeting (the ‘‘Original EGM’’), at which a resolution to adjourn the vote on theacquisition of the Trafford Centre Group was approved by the Company’s shareholders (the‘‘Shareholders’’).

The attached Notice of Adjourned Extraordinary General Meeting (the ‘‘Notice of Adjourned EGM’’)reconvenes the Original EGM to 4.00 p.m. on 26 January 2011 at One Whitehall Place, Westminster,London, SW1A 2EJ (the ‘‘Adjourned EGM’’).

2 Key terms of the revised Trafford Centre acquisition

On 26 November 2010, I wrote to inform you that the Company had reached an agreement withTokenhouse Holdings (IoM) Limited in connection with its proposed acquisition of the Trafford CentreGroup (the ‘‘Trafford Centre acquisition’’). Under the original terms of the Trafford Centre acquisition,the Company would acquire The Trafford Centre and receive £74.4 million in cash in exchange for Peelreceiving 167.3 million new ordinary shares in CSC and an aggregate nominal amount of £209 million4.076 per cent. Convertible Bonds to be issued by CSC. The Trafford Centre acquisition was conditionalupon Shareholder approval.

On 7 January 2011, the Company announced that the Board had revised the terms of the Trafford Centreacquisition (the ‘‘Revised Acquisition’’). The key terms of the Revised Acquisition are:

• the CSC shares being issued in respect of The Trafford Centre are being issued based on a higherprice of 400 pence per share rather than the 368 pence per share originally agreed;

• as a result, the number of shares Peel will receive has reduced from 224.1 million shares to205.9 million shares, on a fully diluted basis, a reduction of 18.2 million shares;

• Peel’s resultant holding in CSC will reduce to 23.2 per cent. of CSC’s enlarged issued share capitalon a fully diluted basis (previously 24.7 per cent.), with Peel’s initial ordinary shareholdingremaining at 19.8 per cent; and

• the Revised Acquisition is accretive to CSC’s NAV per share.

The Revised Acquisition will involve the issue of 167.3 million ordinary shares, as before, and ConvertibleBonds with an aggregate nominal amount of £154.3 million (reduced from £209.0 million). The initialconversion price of the Convertible Bonds has increased from 368 pence per share to 400 pence per share,resulting in a reduction in the number of ordinary shares underlying the Convertible Bonds from56.8 million to 38.6 million. The Convertible Bonds will bear interest at the rate of 3.750 per cent. perannum (previously 4.076 per cent. per annum). As part of these revised terms, Peel’s cash subscriptionreduces from £74.4 million to £67.4 million. The Revised Acquisition remains conditional uponShareholder approval.

Full details of the Revised Acquisition are contained in Appendix 3 to this letter. An unaudited pro formastatement of net assets, which illustrates the effect of the Placing and the Revised Acquisition, is containedin Appendix 4 to this letter.

3 Benefit of the revised Trafford Centre acquisition

In May 2010, Liberty International demerged its non-shopping centre activities and renamed itself CapitalShopping Centres Group PLC, to enable CSC to pursue a clear strategy as the leading owner, manager anddeveloper of pre-eminent UK regional shopping centres. The Revised Acquisition is absolutely in line withthis stated intention. It is a very rare opportunity to acquire 100 per cent. of a pre-eminent UK out-of-townregional shopping centre and is expected to:

• strengthen CSC’s position as the leading operator of pre-eminent UK regional shopping centresand enhance the overall quality of the portfolio. After completing the Revised Acquisition, CSC willown fourteen UK shopping centres, including ten of the top 25 and four of the top six out-of-townshopping centres;

• increase significantly CSC’s presence in the key North West regional retail market, alongsideManchester Arndale;

• enhance further the attractiveness of CSC’s portfolio to retailers;

• provide an opportunity to combine management and best practices across CSC and The TraffordCentre including, for example, adding features from The Trafford Centre’s successful leisure andcatering offering to CSC’s portfolio;

• provide significant asset management opportunities to grow ERV at The Trafford Centre with anestimated GBP50 million of investment opportunities already identified; and

• enhance further the overall financial position of CSC with the addition of The Trafford Centre’shigh-quality income stream and long-dated CMBS debt, which will extend CSC’s average debtmaturity. The annual amortisation of The Trafford Centre debt is a repayment of principal and doesnot impact on operating cash flow.

The Revised Acquisition is accretive to CSC’s NAV per share and represents an implied discount of 4.5 percent. to The Trafford Centre independent external valuation of GBP1.65 billion at 1 November 2010.

Peel’s confidence in the future value creation strategy of CSC is clearly demonstrated since Peel isinvesting further capital in the Company as part of the transaction. Peel’s objective is to be a long-termsupportive shareholder in CSC. John Whittaker will become Deputy Chairman and a non-executiveDirector of the Company, contributing considerable expertise to the Board. CSC looks forward to thecontribution of expertise and complementary skills from Peel to enhance further CSC’s prospects,combining best practices across CSC and The Trafford Centre and the management of shopping centres asdestinations in their own right.

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4 Simon Proposal

As you may be aware, Simon Property Group, Inc. (‘‘Simon’’) announced on 11 January 2011 that it doesnot intend to make an offer for the Company. The Company also released an announcement on11 January 2011 noting Simon’s announcement and stating that the Board continues to recommend thatShareholders vote in favour of the Revised Acquisition.

5 Resolution

The ordinary resolution (the ‘‘Resolution’’) that is to be proposed at the Adjourned EGM is the same asthat set out in the notice of extraordinary general meeting dated 26 November 2010 for the Original EGM.The Resolution is to (i) approve the Trafford Centre acquisition and to grant the CSC Directors authorityto make such amendments to any documents or arrangements in relation to the Trafford Centreacquisition as they think fit; and (ii) to authorise the Directors to issue and allot shares or grant rights tosubscribe for or to convert any security into shares in relation to the Trafford Centre acquisition.Such authority will expire on 1 July 2011.

If the Resolution is passed by the Shareholders, the terms of the Trafford Centre acquisition will beamended to reflect the Revised Acquisition, and the Directors will issue and allot the reduced number ofnew ordinary shares and convertible bonds to Peel as agreed under the terms of the Revised Acquisition.No other material amendments will be made to any documents or arrangements in relation to the TraffordCentre acquisition without Shareholder approval.

6 Next steps

You will find set out at the end of this letter the Notice of Adjourned EGM convening the adjournedgeneral meeting of the Company for 4.00 p.m. on 26 January 2011 at One Whitehall Place, Westminster,London, SW1A 2EJ.

Forms of Proxy submitted in relation to the Original EGM will remain valid for the Adjourned EGM.Shareholders who have already appointed a proxy do not need to take any action, unless they wish to changetheir proxy or their voting instructions or to confirm original split voting instructions where there has beena subsequent change in shareholding.

Shareholders wishing to appoint a proxy, change their proxy or amend or confirm their proxy votinginstructions should read the attached Notice of Adjourned EGM, including the Notes thereto, forinstructions on how to do so. Forms of Proxy should be returned following the procedures set out in Note 5to the Notice of Adjourned EGM.

Completion and return of a Form of Proxy will not prevent Shareholders (or their duly appointedrepresentatives) from attending the Adjourned EGM and voting in person should they wish to do so.

An expected timetable of principal events in relation to the Adjourned EGM and the Revised Acquisitionis set out in Appendix 1 to this letter.

7 Recommendation

As announced by the Company on 11 January 2011, the Board, which has been so advised by Merrill LynchInternational and UBS Limited, considers the Revised Acquisition to be in the best interests ofShareholders as a whole. In providing advice to the Board, Merrill Lynch International and UBS Limitedhave taken into account the Board’s commercial assessments.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the RevisedAcquisition at the Adjourned EGM, as the Directors intend to do in respect of their own beneficialshareholdings amounting in aggregate to 11,569,996 ordinary shares, representing approximately 1.7 percent. of the existing issued ordinary share capital of the Company.

Yours sincerely,

Patrick BurgessChairman

Capital Shopping Centres Group PLC 40 BROADWAY LONDON SW1H 0BTTELEPHONE: 020 7887 4220 FACSIMILE: 020 7887 4225 www.capital-shopping-centres.co.uk

R E G I S T E R E D I N E N G L A N D N O. 3 6 8 5 5 2 7 R E G I S T E R E D O F F I C E : 4 0 B R O A D W AY LO N D O N S W 1 H 0 B T

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APPENDIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change.

2011

Latest time and date for receipt of Forms of Proxy . . . . . . . . . . . . . . . . . . . 4.00 p.m. on 24 January

Record Date for voting at Adjourned EGM . . . . . . . . . . . . . . . . . . . . . . . . 24 January

Adjourned EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.00 p.m. on 26 January

Completion of the Revised Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 January

Admission of Consideration Shares on the London Stock Exchange . . . . . . . 28 January

Admission of Consideration Shares on the Johannesburg Stock Exchange . . . 28 January

Notes:

(a) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document maybe adjusted by CSC, in which event details of the new times and dates will be notified to the UK Listing Authority, and anannouncement will be made on a Regulatory Information Service and on SENS and, if appropriate, will be notified toShareholders. Notwithstanding the foregoing, Shareholders may not receive any further written communication.

(b) References to times in this document are to London times unless otherwise stated.

(c) Transfers of Ordinary Shares between the principal CSC UK Register and the CSC SA Register will be prohibited, and theregistration of CSC Ordinary Shares on the SA Register will be suspended, from the close of business on 17 January 2011 untilthe Record Date for voting at the Adjourned EGM.

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APPENDIX 2

REGULATORY INFORMATION

If you sell or have sold or otherwise transferred all of your ordinary shares in CSC, please send thisdocument as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agentthrough whom the sale or transfer was effected for delivery to the purchaser or the transferee, except thatthis document should not be sent to any jurisdiction where to do so might constitute a violation of localsecurities laws or regulations, including but not limited to the United States. If you sell or have sold orotherwise transferred part of your holding of ordinary shares in CSC, you should retain this document andconsult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The Directors of the Company, whose names appear on page 1, accept responsibility for the informationcontained in this document. To the best of the knowledge and belief of the Directors (who have taken allreasonable care to ensure that such is the case), the information contained in this document is inaccordance with the facts and does not omit anything likely to affect the import of such information.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for CSC and no one else in relation to the matters referred to in this letter and will notbe responsible to anyone other than CSC for providing the protections afforded to its clients or forproviding advice in relation to the contents of this letter.

UBS Limited is acting exclusively for CSC and no one else in relation to the matters referred to in thisletter and will not be responsible to anyone other than CSC for providing the protections afforded to itsclients or for providing advice in relation to the contents of this letter.

Merrill Lynch International has given and not withdrawn its written consent to the inclusion in this letter ofreferences to its name in the form and context in which they are included in this letter.

UBS Limited has given and not withdrawn its written consent to the inclusion in this letter of references toits name in the form and context in which they are included in this letter.

PricewaterhouseCoopers LLP has given and not withdrawn its written consent to the inclusion of its reporton the pro forma statement of net assets in Appendix 4 to this letter.

DTZ Debenham Tie Leung Limited of 48 Warwick Street, London W1B 5NL has given and not withdrawnits written consent to the inclusion of its valuation report in Appendix 5 (Report 1) to this letter, and itsname and reference to such valuation report (including its findings) in the form and context in which theyappear.

CB Richard Ellis Limited of Kingsley House, Wimpole Street, London W1G 0RE has given and notwithdrawn its written consent to the inclusion of its valuation report in Appendix 5 (Report 2) to this letter,and its name and reference to such valuation report (including its findings) in the form and context inwhich they appear.

Knight Frank LLP of 55 Baker Street, London W1U 8AN, has given and not withdrawn its written consentto the inclusion of its valuation report in Appendix 5 (Report 3) to this letter, and its name and referenceto such valuation report (including its findings) in the form and context in which they appear.

As at 10 January 2011, which is the latest practicable date before the publication of this letter and Noticeof Adjourned Extraordinary General Meeting, the Company holds 1,050,000 shares in treasury,representing approximately 0.15 per cent. of the existing issued ordinary share capital of CSC.

This letter does not constitute a prospectus or prospectus equivalent document.

No statement in this letter is intended to be a profit forecast and no statement in this letter should beinterpreted to mean that earnings per share of the Company for the current or future financial years wouldnecessarily match or exceed the historical published earnings per share of the Company.

The release, publication or distribution of this letter in certain jurisdictions may be restricted by law.Persons who are not resident in the United Kingdom or who are subject to other jurisdictions shouldinform themselves of, and observe, any applicable requirements.

This letter contains statements about the Company that are or may be forward looking statements.All statements other than statements of historical facts included in this letter may be forward lookingstatements. Without limitation, any statements preceded or followed by or that include the words‘‘targets’’, ‘‘plans’’, ‘‘believes’’, ‘‘expects’’, ‘‘aims’’, ‘‘intends’’, ‘‘will’’, ‘‘may’’, ‘‘anticipates’’, ‘‘estimates’’,

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‘‘projects’’ or words or terms of similar substance or the negative thereof, are forward looking statements.Forward looking statements include statements relating to the following: (i) future capital expenditures,expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition,dividend policy, losses and future prospects; (ii) business and management strategies and the expansionand growth of the Company’s operations; and (iii) the effects of government regulation on the Company’sbusiness. Such forward looking statements involve risks and uncertainties that could significantly affectexpected results and are based on certain key assumptions. Many factors could cause actual results todiffer materially from those projected or implied in any forward looking statements. Due to suchuncertainties and risks, readers are cautioned not to place undue reliance on such forward lookingstatements, which speak only as to the date hereof. The Company disclaims any obligation to update anyforward looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the ‘‘Code’’), any person who is interestedin 1 per cent. or more of any class of relevant securities of the Company or of any paper offeror (being anyofferor other than an offeror in respect of which it has been announced that its offer is, or is likely to be,solely in cash) must make an Opening Position Disclosure following the commencement of the offer periodand, if later, following the announcement in which any paper offeror is first identified. An OpeningPosition Disclosure must contain details of the person’s interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the Company and (ii) any paper offeror(s). An OpeningPosition Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.(London time) on the 10th business day following the commencement of the offer period and, ifappropriate, by no later than 3.30 p.m. (London time) on the 10th business day following theannouncement in which any paper offeror is first identified. Relevant persons who deal in the relevantsecurities of the Company or of a paper offeror prior to the deadline for making an Opening PositionDisclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of anyclass of relevant securities of the Company or of any paper offeror must make a Dealing Disclosure if theperson deals in any relevant securities of the Company or of any paper offeror. A Dealing Disclosure mustcontain details of the dealing concerned and of the person’s interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the Company and (ii) any paper offeror, save to theextent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person towhom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business dayfollowing the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in relevant securities of the Company or a paper offeror, theywill be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must alsobe made by the Company and by any offeror and Dealing Disclosures must also be made by the Company,by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the Company and any offeror in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the TakeoverPanel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities inissue, when the offer period commenced and when any offeror was first identified. If you are in any doubtas to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, youshould contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

General

A copy of this letter and the Notice of Adjourned EGM is available, free of charge, at www.capital-shopping-centres.co.uk/investors/shareholder_info/trafford_egm/. You may request a hard copy of thisletter, free of charge, by contacting the Company at 40 Broadway, London SW1H 0BT (byemail: feedback@capshop.co.uk, or by telephone: +44 (0)20 7960 1236). You may also request that allfuture documents, announcements and information to be sent to you in relation to the Revised Acquisitionshould be in hard copy form.

Capitalised terms used in this letter but not defined herein shall have the meaning attributed to them inthe announcement released by the Company at 7.00 a.m. on 25 November 2010 in connection with theTrafford Centre acquisition.

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APPENDIX 3

REVISED ACQUISITION TERMS

Amendment Agreement

CSC and Peel have entered into an amendment agreement (the ‘‘Amendment Agreement’’) relating to theRevised Acquisition. The key terms of the Revised Acquisition as amended by the Amendment Agreementare set out below.

Consideration

CSC will acquire the Trafford Centre Group in exchange for a total of 167.3 million Consideration Sharesof 50 pence each and Convertible Bonds with an aggregate nominal amount of £154.3 million (previously£209.0 million) and also receive £67.4 million (previously £74.4 million) in cash. The number of OrdinaryShares and the aggregate nominal amount of Convertible Bonds to be issued has been determined suchthat in effect:

• 155.0 million Consideration Shares are being issued at a price per share of 400 pence (previously368 pence), for a total of £620.0 million (previously £570.4 million) and £127.6 million (previously£177.2 million) Convertible Bonds are being issued at par in respect of the acquisition of TheTrafford Centre itself, at an unchanged equity purchase price of £747.6 million; and

• 12.3 million Consideration Shares are being issued, as before, at the Placing Price, being 355 penceper share and £26.7 million (previously £31.8 million) Convertible Bonds are being issued, for£67.4 million (previously £74.4 million) in cash.

The Revised Acquisition will result in Peel holding 169.7 million Ordinary Shares (including OrdinaryShares owned prior to the Revised Acquisition) and £154.3 million in aggregate nominal amount ofConvertible Bonds, representing 19.8 per cent. of the Enlarged Issued Share Capital of CSC (unchangedfrom previously) and 23.2 per cent. (previously 24.7 per cent.) assuming conversion of the ConvertibleBonds.

Terms of Convertible Bonds

The £154.3 million Convertible Bonds will be perpetual subordinated bonds, convertible into OrdinaryShares of the Company at the option of the bondholder any time after two years from the date of issue orearlier in certain limited circumstances (including on the making of a takeover offer for the Company).The initial conversion price will be 400 pence per Ordinary Share (previously 368 pence per OrdinaryShare). The initial conversion price may be adjusted downwards from time to time in accordance with theterms and conditions of the Convertible Bonds, including in circumstances where the Company pays adividend in respect of its Ordinary Shares in excess of 15.0 pence in respect of any fiscal year. Claims ofbondholders will, on a winding up of the Company, be subordinated to claims of senior creditors of theCompany, but will rank in priority to claims of holders of all classes of the Company’s share capital. TheConvertible Bonds will bear interest at the rate of 3.75 per cent. per annum payable semi-annually inarrear (previously 4.076 per cent. per annum). The Company shall at its sole discretion have the right todefer payments of interest on the Convertible Bonds. If the Company elects to defer payments of intereston the Convertible Bonds, the Company will not be permitted under the terms of the Convertible Bonds topay a dividend in respect of the Ordinary Shares until such time as all arrears of interest have been paid.

Although the Convertible Bonds do not have a fixed redemption date, the Company may elect to redeemthe Convertible Bonds at their principal amount on the third anniversary of the issue date or on anyinterest payment date thereafter, and in certain other limited circumstances.

The Company intends to make an application for the admission to listing of the Convertible Bonds on theofficial list of the FSA and to trading on the Professional Securities Market of the London Stock Exchange.

Relationship Agreement

CSC and Peel have agreed that the Wider Peel Group will be restricted under the Relationship Agreementfrom holding more than 24.9 per cent. of CSC’s issued share capital on a fully diluted basis for the secondand third year after completion (previously 29.9 per cent.). The 24.9 per cent. limit for the first year isunchanged. These limits exclude any shares acquired pursuant to any scrip dividend arrangement.

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Conditionality

The Revised Acquisition remains conditional upon, inter alia, the passing of the Resolution byShareholders to approve the Revised Acquisition at the Adjourned EGM scheduled for 26 January 2011,and the admission of the Consideration Shares to trading on the London Stock Exchange and to listing onthe Official List. The long stop date for the satisfaction or waiver of each condition is 31 January 2011.

Fee Arrangements

CSC shall pay a fee of £7.5 million (the ‘‘First Fee’’) to Peel if Shareholders do not pass the Resolution toapprove the Trafford Centre acquisition at the Adjourned EGM, or the Adjourned EGM is adjourneduntil after the long stop date in the Acquisition Agreement so that Shareholder approval of the TraffordCentre acquisition cannot be obtained before such long stop date.

If, and only if, the First Fee becomes payable, CSC will pay a second fee of £9 million (the ‘‘Second Fee’’)to Peel if Simon or any person acting in concert with it makes a firm offer (including an offer to beimplemented by way of a scheme of arrangement, and whether or not subject to pre-conditions) topurchase more than 50 per cent. of the issued share capital of CSC (other than any shares already held bysuch an offeror) for the purposes of Rule 2.5 of the Code either (i) prior to the Adjourned EGM or(ii) with the consent of the board of directors of CSC, within six months of an announcement being madeby Simon pursuant to Rule 2.8 of the Code, and in any such case such offer (as subsequently amended) isdeclared unconditional in all respects or is otherwise completed. CSC will also be liable to pay the SecondFee if any other person makes a firm offer (including an offer to be implemented by way of a scheme ofarrangement, and whether or not subject to pre-conditions) to purchase more than 50 per cent. of theissued share capital of CSC (other than any shares already held by such an offeror) for the purposes ofRule 2.5 of the Code prior to the lapse or completion of any offer made by Simon as referred to in theparagraph above and such offer (as subsequently amended) is declared unconditional in all respects,becomes effective or is otherwise completed. CSC shall not be obliged to pay any amount which the Paneldetermines would not be permitted under the Code.

Documents available for inspection

Copies of the following documents may be inspected during usual business hours on any Business Day upto and including 26 January 2011 at the registered office of the Company (40 Broadway, LondonSW1H 0BT, United Kingdom), at the offices of Linklaters LLP (One Silk Street, London EC2Y 8HQ,United Kingdom) at the offices of Merrill Lynch South Africa (Pty) Ltd (138 West Street, Sandown,Sandton 2196, South Africa) and will also be available for inspection at the Adjourned EGM for at least 15minutes prior to and during the meeting:

(a) this letter and the Notice of Adjourned EGM;

(b) the Amendment Agreement; and

(c) the written consents referred to in Appendix 2 to this letter.

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APPENDIX 4

PRO FORMA STATEMENT OF NET ASSETS

PART AUNAUDITED PRO FORMA STATEMENT OF NET ASSETS

The unaudited pro forma statement of net assets set out below has been prepared to illustrate the effect ofthe Placing and the Revised Acquisition as if those events had taken place as at 30 June 2010. Theunaudited pro forma statement of net assets, which has been produced for illustrative purposes only, by itsnature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financialposition or results. The unaudited pro forma statement of net assets is presented on the basis of theaccounting policies adopted by the Group in preparing the unaudited interim report for the half yearended 30 June 2010. The unaudited pro forma statement of net assets has been prepared on the basis setout in the notes below and in accordance with the requirements of item 13.3.3R of the Listing Rules of theUK Listing Authority.

Pro Forma Statement of Net Assets

Adjustments

TraffordCentre Group

CSC 30 31 March OtherJune 2010(1) Placing(2) 2010(3) adjustments(4) Pro forma

(£m)

AssetsInvestment, development and

trading properties . . . . . . . . . . 4,915.5 — 1,678.4 124.4 6,718.3Goodwill . . . . . . . . . . . . . . . . . . . — — — 10.8 10.8Cash and cash equivalents . . . . . . 127.7 216.2 44.2 48.4 436.5Investments . . . . . . . . . . . . . . . . . 48.0 — — (5.0) 43.0Derivative financial instruments . . 23.0 — 0.2 — 23.2Trade and other receivables . . . . . 111.0 — 19.0 12.8 142.8C&C US—assets . . . . . . . . . . . . . 429.6 — — — 429.6Other assets . . . . . . . . . . . . . . . . 8.2 — 0.4 — 8.6

Total assets . . . . . . . . . . . . . . . . . 5,663.0 216.2 1,742.2 191.4 7,812.8

LiabilitiesBorrowings . . . . . . . . . . . . . . . . . (2,884.5) — (847.5) 5.0 (3,727.0)Trade and other payables . . . . . . . (216.0) — (77.4) (33.0) (326.4)Derivative financial instruments . . (413.5) — (24.3) — (437.8)C&C US—liabilities . . . . . . . . . . (285.6) — — — (285.6)Deferred tax . . . . . . . . . . . . . . . . — — (343.8) 343.8 —Other liabilities . . . . . . . . . . . . . . (1.4) — — — (1.4)

Total liabilities . . . . . . . . . . . . . . (3,801.0) — (1,293.0) 315.8 (4,778.2)

Net assets . . . . . . . . . . . . . . . . . . 1,862.0 216.2 449.2 507.2 3,034.6

Net assets (diluted, adjusted)(5) . . . 2,309.1 3,489.4Net external debt(6) . . . . . . . . . . . 2,622.4 3,156.1Loan to value(7) . . . . . . . . . . . . . . 53% 47%Diluted number of shares

(million)(8) . . . . . . . . . . . . . . . . 626.7 894.9Net assets per share (diluted,

adjusted)(9) . . . . . . . . . . . . . . . 368p 390p

Notes:

(1) The financial information of the Group has been extracted without material adjustment from the unaudited interim report ofthe Group for the half year ended 30 June 2010.

(2) The proceeds of the placing completed on 25 November 2010 in which the Group issued 62.3 million new ordinary shares at355 pence per share, net of costs of £5 million.

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(3) The financial information of the Trafford Centre Group has been extracted without material adjustment from the historicalfinancial information in Part A of Part VIII of the combined prospectus and circular published by the Company on26 November 2010 (the ‘‘Original Prospectus’’) (‘‘Historical Financial Information of The Trafford Centre Group’’).

(4) Adjustments to reflect the Revised Acquisition and consolidation of the Trafford Centre Group are included as follows:

(a) Pre-acquisition adjustment to reflect the fact that a liability of £12.8 million recognised in the 31 March 2010 Traffordbalance sheet will be met by the Peel Group as it falls due under the terms of one of the ancillary documents to theAcquisition Agreement. This results in the recognition of an asset of £12.8 million within trade and other receivables.

(b) The Original Prospectus included investment and development property valuations that had been updated to 1 November2010, which resulted in an adjustment of £21.9 million representing an increase of £57.9 million in respect of the Groupinvestment and development property and a decrease of £36.0 million in respect of the Trafford Centre Group investmentand development property.

The Group investment and development property valuations have been updated to 31 December 2010 resulting in afurther adjustment of £102.5 million. This increase combined with the £21.9 million adjustment for the period to1 November 2010 results in a total adjustment of £124.4 million in respect of the Enlarged Group investment anddevelopment property.

The 1 November 2010 valuations were included in Part X and Part XI of the Original Prospectus. The 31 December 2010valuations of the Group’s properties are included in Appendix 5 (‘‘Valuation Reports as at 31 December 2010’’) of thisLetter.

(c) On acquisition, as part of the Enlarged Group, the Trafford Centre Group automatically enters the REIT regime. As sucha REIT entry charge liability of £33.0 million, based on the market value of the acquired property at 1 November 2010, isrecognised in trade and other payables and the deferred tax position is revised to reflect the changed tax position resultingin a reduction in the deferred tax liability of £343.8 million.

(d) As part of the Revised Acquisition the shareholders of the Trafford Centre Group will subscribe £67.4 million forConsideration Shares and Convertible Bonds which is reflected as an increase in cash.

(e) Acquisition and advisory costs of £19.0 million are reflected as a movement in cash.

(f) Reclassification of £5.0 million of investments held by Group to eliminate against borrowings of the Trafford CentreGroup.

(g) Acquisition accounting adjustments would be required when reflecting the acquisition in the Group financial statementsunder IFRS. No estimation has been made of the fair value adjustments that would be required at the date of acquisitionas these are dependent upon values at that date. Consideration consists in effect of 155.0 million Consideration Sharesand £127.6 million Convertible Bonds. The fair value of the shares issued as consideration will be calculated foracquisition accounting purposes based on the share price at the date the acquisition completes. An estimation of the fairvalue of the shares issued as consideration has been made using 400 pence per share based on the terms of the RevisedAcquisition as detailed in Appendix 3. The difference between the consideration and the net assets of the Trafford CentreGroup results in goodwill of £10.8 million that would be recognised on the balance sheet and is calculated as follows:

£m

Consideration Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620.0Perpetual convertible bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127.6

747.6

Adjusted net assets:At 31 March 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 449.2Pre-acquisition adjustment (4a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.8Investment and development property adjustment (4b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36.0)Taxation/REIT adjustments (4c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310.8

736.8

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.8

(5) Net assets (diluted, adjusted) has been calculated as equity shareholders’ funds, diluted for the effects of unexercised shareoptions and convertible bonds, adjusted for the unrecognised surplus on trading properties, fair value of derivative financialinstruments, deferred tax on investment and development property, the non-controlling interest on these adjustments andnon-controlling interest recoverable balances not recognised.

10

(6) Net external debt represents total borrowings less the £134.4 million compound financial instrument relating to the 40 per cent.third party interest in Metrocentre less cash and cash equivalents, as detailed in the table below:

Adjustments

TraffordCentre Group

CSC 30 31 March OtherJune 2010 Placing 2010 adjustments Pro forma

Borrowings . . . . . . . . . . . . . . . . . 2,884.5 — 847.5 (5.0) 3,727.0Metrocentre compound financial

instrument . . . . . . . . . . . . . . . . (134.4) — — — (134.4)

Gross external debt . . . . . . . . . . . . 2,750.1 — 847.5 (5.0) 3,592.6Cash and cash equivalents . . . . . . . . (127.7) (216.2) (44.2) (48.4) (436.5)

Net external debt . . . . . . . . . . . . . 2,622.4 (216.2) 803.3 (53.4) 3,156.1

(7) The loan to value ratio has been calculated as the ratio of net external debt to the total value of investment, development andtrading properties. The pro forma loan to value ratio has been updated for the 31 December 2010 property valuations.

(8) The unadjusted diluted number of shares represents the Group’s issued share capital at 30 June 2010 adjusted for treasuryshares and those held in the ESOP, diluted for the effects of unexercised share options and convertible bonds. This number ofshares is further adjusted for the effects of the transaction, including the issue of Consideration Shares, the dilution impact ofthe Convertible Bonds issued as consideration, and the issue of the Placing Shares.

(9) Net assets per share (diluted, adjusted) is calculated by dividing the net assets (diluted, adjusted) by the diluted number ofshares.

(10) No account has been taken of the results and financial performance of the Group since 30 June 2010, nor of the Trafford CentreGroup since 31 March 2010, other than the updated investment and development property valuations of the Group as at31 December 2010 and The Trafford Centre as at 1 November 2010.

(11) The pro forma statement of net assets presented in the Original Prospectus has been updated to reflect:

(a) the Revised Acquisition terms which have resulted in the nominal value of the Convertible Bonds being issued reducingfrom £177.2 million to £127.6 million and the cash from the subscription from Consideration Shares and ConvertibleBonds reducing by £7.0 million.

(b) investment and development property valuations as at 31 December 2010 for the Group and updated estimatedacquisition and advisory costs. Group investment and development property has increased by £102.5 million since the1 November valuations while estimated acquisition and advisory costs have increased by £14.0 million.

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PART B

ACCOUNTANT’S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

PricewaterhouseCoopers LLPHay’s Galleria1 Hay’s LaneLondon SE1 2RD

The DirectorsCapital Shopping Centres Group PLC40 BroadwayLondonSW1H 0BT

Merrill Lynch International2 King Edward StreetLondonEC1A 1HQ

14 January 2011

Dear Sirs

Capital Shopping Centres Group PLC (the ‘‘Company’’)

We report on the pro forma statement of net assets (the ‘‘Pro forma financial information’’) set out inAppendix 4 of the letter from the Chairman of Capital Shopping Centres Group PLC dated 14 January2011 (the ‘‘Letter’’) which has been prepared on the basis described in the notes to the Pro forma financialinformation, for illustrative purposes only, to provide information about how the Revised Acquisitionmight have affected the financial information presented on the basis of the accounting policies adopted bythe Company in preparing the financial statements for the period ending 30 June 2010. This report isrequired by item 13.3.3R of the Listing Rules of the UK Listing Authority (the ‘‘Listing Rules’’) and isgiven for the purpose of complying with those items and for no other purpose.

Responsibilities

It is the responsibility of the Directors of the Company to prepare the Pro forma financial information inaccordance with item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules as to the propercompilation of the Pro forma financial information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by uson any financial information used in the compilation of the Pro forma financial information, nor do weaccept responsibility for such reports or opinions beyond that owed to those to whom those reports oropinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressedand which we may have to shareholders of the Company as a result of the inclusion of this report in theLetter, to the fullest extent permitted by law we do not assume any responsibility and will not accept anyliability to any other person for any loss suffered by any such person and, as a result of, arising out of, or inaccordance with this report or our statement, required by and given solely for the purposes of complyingwith item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Letter.

It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation and item 13.3.3R of the Listing Rules as to the proper compilation ofthe Pro forma financial information and to report our opinion to you. PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registerednumber OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorisedand regulated by the Financial Services Authority for designated investment business.

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Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. The work that we performed for the purpose of making thisreport, which involved no independent examination of any of the underlying financial information,consisted primarily of comparing the unadjusted financial information with the source documents,considering the evidence supporting the adjustments and discussing the Pro forma financial informationwith the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considerednecessary in order to provide us with reasonable assurance that the Pro forma financial information hasbeen properly compiled on the basis stated and that such basis is consistent with the accounting policies ofthe Company.

Our work has not been carried out in accordance with auditing standards or other standards and practicesgenerally accepted in the United States of America or auditing standards of the Public CompanyAccounting Oversight Board (United States) and accordingly should not be relied upon as if it had beencarried out in accordance with those standards and practices.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and

(b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

PricewaterhouseCoopers LLPChartered Accountants

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APPENDIX 5

VALUATION REPORTS AS AT 31 DECEMBER 2010

1 Valuation Reports as at 31 December 2010

As at 1 November 2010, the market value of the Group’s investment and development properties was£5.0 billion. As at 31 December 2010, the Group’s investment and development properties were valued at£5.1 billion, representing an increase of £0.1 billion since 1 November 2010.

2 Table of investment and development properties

31 December 2010 1 November 2010

Nominal NominalMarket Initial equivalent Market Initial equivalent

Ownership value yield yield value yield yield

% (£m) % % (£m) % %

Lakeside, Thurrock . . . . . . . 100 1,053 5.19 5.75 1,025 5.32 5.90Metrocentre, Gateshead . . . 90 843 5.70 6.33 810 5.96 6.65Braehead, Glasgow . . . . . . . 100 575 5.20 6.12 569 5.27 6.22The Harlequin, Watford . . . 93 353 5.15 6.65 352 5.06 6.65Victoria Centre, Nottingham . 100 337 5.33 6.40 326 5.44 6.60The Arndale, Manchester . . 48 336 5.76 5.99 328 5.84 6.13Eldon Square, Newcastle

upon Tyne . . . . . . . . . . . . 60 250 4.62 7.01 244 4.42 7.16St David’s, Cardiff . . . . . . . 50 243 3.47 6.09 237 3.24 6.40Chapelfield, Norwich . . . . . . 100 236 5.22 6.80 233 5.15 6.90Cribbs Causeway, Bristol . . . 33 221 5.49 6.05 220 5.43 6.12The Chimes, Uxbridge . . . . . 100 217 6.01 6.50 214 6.09 6.60The Potteries,

Stoke-on-Trent . . . . . . . . . 100 201 6.43 7.25 201 6.49 7.25The Glades, Bromley . . . . . 64 178 5.61 7.25 177 5.68 7.25Other . . . . . . . . . . . . . . . . . 48 49

Total . . . . . . . . . . . . . . . . . 5,092 5.32 6.30 4,985 5.39 6.46

3 Reconciliation of property values

Taking together the valuation reports of DTZ, CBRE and Knight Frank included at this Schedule 3 andapplying the appropriate indicated percentage share of the Group’s interest in the jointly held properties,gives a value for the Group’s property portfolio as at 31 December 2010 of £5.1 billion.

The most significant reason as to why there is a difference between the total of the Valuation Reports asindicated in the table at paragraph 4 below of £5.35 billion and the above table showing the Group’smarket value of investment properties of £5.1 billion relates to the valuation of joint venture interests. Inparticular, St David’s, Cardiff has been valued by Knight Frank at approximately £0.5 billion, whereas theGroup’s economic interest is approximately £0.25 billion.

4 Table of market values from each Valuation Report

Market valueas at

31 December2010

(£ millions)

DTZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,992CBRE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 845Knight Frank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,350

14

3NOV200618142801

7JAN201107561790

REPORT 1

DTZ VALUATION AS AT 31 DECEMBER 2010

Capital Shopping Centres Group plcValuationDate of Valuation: 31 December 2010

Our ref: PW/JPG/BN/Direct tel: 020 3296 4422Direct fax: 020 3296 4431E-mail: paul.wolfenden@dtz.com

Report Date 14 January 2011

The DirectorsCapital Shopping Centres Group plc40 BroadwayLondonSW1H 0BT

Merrill Lynch International2 King Edward StreetLondonEC1A 1HQ

UBS Limited1 Finsbury AvenueLondon EC2M 2PP

Gentlemen

Property Investment Assets of Capital Shopping Centres Group PLC (the ‘‘Company’’)

Market Valuation as at 31 December 2010

1 Instructions

In accordance with your instructions, we report our opinion of the Market Value of the Freehold and/orleasehold (and Scottish equivalent) interests (as appropriate) in each of the properties listed inparagraph 2 (the ‘‘Properties’’), which are to be included within a letter to Shareholders attaching thenotice of the adjourned EGM scheduled for 26 January 2011 (the ‘‘Letter’’).

It is understood that our Valuation Report and Schedule (together, the ‘‘Valuation Report’’) is requiredsubsequent to our valuation report dated 1 November (the ‘‘November Report’’). The November Reportwas provided in connection with the placing of shares in the Company and the acquisition by the Companyof The Trafford Centre Group and was included within the circular and prospectus (the ‘‘ApprovedProspectus’’).

We confirm that these valuations are each prepared for a Regulated Purpose as defined in the ValuationStandards, 6th Edition (the ‘‘Red Book’’) issued by the Royal Institution of Chartered Surveyors (the‘‘RICS’’).

The effective date of the valuations is 31 December 2010 (the ‘‘Valuation Date’’).

The Properties valued are described in the Appendix.

DTZ48 Warwick StreetLondon W1B 5NL, EnglandTel: +44 (0)20 3296 3000Fax: +44 (0)20 3296 3200www.dtz.com/uk

A list of directors’ names is open to inspection at the above addressDTZ Debenham Tie Leung Limited Registered in England No 2757768

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2 Brief summary of the Properties

The properties form part of a portfolio of properties described in the Appendix. The valuations reportedherein relate only to the Properties comprising the Portfolio.

1. Lakeside Shopping Centre, Thurrock;

2. Braehead Shopping Centre, Glasgow and surrounding land known as Phase II lands;

3. Harlequin Shopping Centre, Watford;

4. Victoria Shopping Centre, Nottingham;

5. Arndale Shopping Centre, Manchester;

6. Chapelfield Shopping Centre, Norwich;

7. The Potteries Shopping Centre, Hanley and land formerly the Swift House and Jaxx Nightclub;

8. The Chimes Shopping Centre, Uxbridge;

9. The Glades Shopping Centre, Bromley;

10. The Mall, Cribbs Causeway, Bristol and surrounding land known as Site 4;

11. Eldon Square Shopping Centre, Newcastle;

12. The Retail Park, Cribbs Causeway, Bristol;

13. Various Retail Properties on Watford High Street, Watford;

14. Retail Properties at New Cathedral Street, Manchester;

15. Riverside Development, Braehead, Glasgow;

16. Former BT Building, Cribbs Causeway, Bristol;

17. 36-38 St Stephens Street, Norwich;

18. 178 Huntingdon Street, Nottingham;

19. No 1 Old Eldon Square, Newcastle and

20. Chapelfield Gardens, Norwich.

The tenure of each of the Properties is detailed in the Appendix.

3 Inspections

All the Properties have been the subject of inspections during October and November 2010.

4 Compliance with Appraisal and Valuation Standards

We confirm that the valuations have been prepared in accordance with the appropriate sections of thePractice Statements (‘‘PS’’) and United Kingdom Practice Statements (‘‘UKPS’’) contained within theRICS Valuation Standards, 6th Edition (the ‘‘Red Book’’) as well as Rule 5.6.5G of the Prospectus Rulespublished by the Financial Services Authority and paragraphs 128 to 130 of CESR’s recommendations forthe consistent implementation of the European Commission’s Regulation on Prospectuses no 809/2004.

We further confirm that our receiving instruction in this matter was not conditional upon theappraisals/valuations producing maximum values, specific values, or values within a given range.

5 Status of valuer and conflicts of interest

We confirm that we have sufficient current knowledge of the relevant markets, and the skills andunderstanding to undertake these valuations competently. We also confirm that where more than onevaluer has contributed to the valuations the requirements of PS 1.5.4 of the Red Book have been satisfied.Finally, we confirm that we have undertaken the valuations acting as External Valuers qualified for thepurpose of the valuation.

16

We further confirm that DTZ provided valuation advice, in connection with the Company’s re-financing ofLakeside Shopping Centre, Thurrock in June 2004; The Potteries, Hanley in December 2004 and March2007; Harlequin, Watford and Braehead, Renfrew in April 2005; the Victoria Centre, Nottingham inOctober 2005; Chapelfield, Norwich, the Glades, Bromley, the Chimes, Uxbridge in April 2006, and 41a,43-45, 55, 63-67 and 73-75 Watford High Street, Watford in August 2007. DTZ also act as valuers to theCompany and have been undertaking year-end and half year valuations of the majority of assets owned bythe Company, for accounting purposes and more general valuation advice since 1994.

DTZ undertake valuations for Capital Shopping Centres Debenture PLC for their interests held in EldonSquare Shopping Centre, Newcastle and Potteries Shopping Centre, Hanley.

DTZ undertake valuations for Prudential Assurance Company Limited for the property interests jointlyheld with the Company which are as follows Arndale Shopping Centre, Manchester, Retail Properties atNew Cathedral Street, Manchester, The Mall, Cribbs Causeway, Bristol and surrounding land known asSite 4, The Retail Park, Cribbs Causeway, Bristol and the Former BT Building, Cribbs Causeway, Bristol.

This has been discussed with the Company and notwithstanding our previous involvement, the Companyhave confirmed that we may proceed with the valuation.

At all times we have adhered by the RICS recommendations to the Carsberg Report.

6 Purpose of the valuation

We understand that this Valuation Report and schedule are required by the Company for inclusion in theLetter (the ‘‘Purpose of this Valuation Report’’).

7 Disclosures required under the provisions of PS 1.8 and UKPS 5.3

7.1 Name of Signatory

Paul Wolfenden has been the signatory of valuation reports provided to the Company for the same purposeas the purpose of this Valuation Report for a continuous period since 1994. DTZ has been carrying out thisvaluation instruction for the Company for the same period. Jonathan Goode has been signatory to thevaluation reports since 1 November 2010.

7.2 DTZ’s relationship with client

As mentioned above under Section 5, DTZ act as valuers to the Company, Capital Shopping CentresDebenture PLC and Prudential Assurance Company Limited and undertake half yearly valuations of themajority of assets owned by the Company, for accounting purposes and more general valuation advice.

We do not consider that any conflict of interest arises for us in preparing the advice requested by theCompany and the Company has confirmed this to us.

We confirm that we do not have any material interest in the Company, or any of the Properties.

7.3 Fee income from the Company

DTZ is a wholly owned subsidiary of DTZ Holdings plc (the ‘‘Group’’). In the Group’s financial year to30 April 2010, the proportion of total fees payable by the Company and Capital Shopping CentresDebenture PLC to the total fee income of the Group was less than 5%. It is not anticipated that thissituation will vary in terms of our financial year to 30 April 2011.

7.4 DTZ involvement in the Properties in previous 12 months

DTZ have not received any introductory fees or acquisition fees in respect of the Properties within the12 months prior to the date of valuation.

8 Report format

The Appendix to this Valuation Report comprise details of the Properties and our valuations.

17

9 Basis of valuation

9.1 Market Value

The value of each of the Properties has been assessed in accordance with the relevant parts of the currentRICS Valuation Standards. In particular, we have assessed Market Value in accordance with PS 3.2. Underthese provisions, the term ‘‘Market Value’’ means ‘‘The estimated amount for which a property shouldexchange on the date of valuation between a willing buyer and a willing seller in an arm’s-lengthtransaction after proper marketing wherein the parties had each acted knowledgeably, prudently andwithout compulsion’’.

In undertaking our valuations on the basis of Market Value we have applied the conceptual frameworkwhich has been settled by the International Valuation Standards Committee and which is included inPS 3.2.

9.2 Taxation and costs

We have not made any adjustments to reflect any liability to taxation that may arise on disposal, nor for anycosts associated with a disposal of the respective legal interests in the Property by the owner. No allowancehas been made to reflect any liability to repay any government or other grants or taxation allowance thatmay arise on disposal.

We have made deductions to reflect an assessment of purchaser’s acquisition costs where appropriateincluding Stamp Duty at 4%, having regard to the size and value of the asset.

10 VAT

We have been advised by the Company that, with the exception of 1 Old Eldon Square, Newcastle,elections have been made for the Properties to be subject to VAT.

The Market Values contained in this report are, therefore, quoted net of VAT.

11 Assumptions and sources of information

In undertaking our valuation, we have made a number of Assumptions and have relied on certain sourcesof information. An Assumption is referred to in the Glossary to the Red Book as a ‘‘supposition taken tobe true’’. Assumptions are facts, conditions or situations affecting the subject of, or approach to, avaluation that, by agreement, need not be verified by a valuer as part of the valuation process.

Where appropriate, the Company has confirmed that our Assumptions are correct so far as they are aware.In the event that any of these Assumptions prove to be incorrect then our valuations should be reviewed.The Assumptions we have made for the purposes of our valuations are referred to below:

11.1 Title

We have relied on the Certificates of Title, which were prepared by the Company’s solicitors (the‘‘Certificates of Title’’). We have reflected the contents of the Certificates of Title in our valuations. It isstated in the Certificates of Title that the Company is possessed of good and marketable freehold orleasehold titles as appropriate in each case.

Except as disclosed by the Certificates of Title, we have made an Assumption that the Properties are freefrom rights of way or easements, restrictive covenants, or onerous or unusual outgoings. We have alsomade an Assumption that the Properties are free from mortgages, charges or other encumbrances.

11.2 Condition of structure and services, deleterious materials, plant and machinery and goodwill

Due regard has been paid to the apparent state of repair and condition of the Properties, but as instructedcondition surveys have not been undertaken, nor have woodwork or other parts of the structures which arecovered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the Propertiesare structurally sound or are free from any defects. We have made an Assumption that the Properties arefree from any rot, infestation, adverse toxic chemical treatments, and structural or design defects otherthan such as may have been mentioned in the Schedule.

18

We have not arranged for investigations to be made to determine whether high alumina cement concrete,calcium chloride additive or any other deleterious material have been used in construction or anyalterations and therefore we cannot confirm that the Properties are free from risk in this regard. For thepurposes of these valuations, we have made an Assumption that any investigation would not reveal thepresence of such materials in any adverse condition.

We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completingthe valuation inspection of the Properties. We have not made an enquiry of the duty holder (as defined inthe Control of Asbestos of Work Regulations 2002), of the existence of an Asbestos Register or of any planfor the management of asbestos to be made. Where relevant, we have made an Assumption that there is aduty holder, as defined in the Control of Asbestos of Work Regulations 2002 and that a Register ofAsbestos and Effective Management Plan is in place, which does not require any immediate expenditure,or pose a significant risk to health, or breach the HSE regulations. We advise that such enquiries beundertaken by a lawyer during normal pre-contract or pre-loan enquiries.

No mining, geological or other investigations have been undertaken to certify that the sites are free fromany defect as to foundations. We have made an Assumption that the load bearing qualities of the site ofeach property are sufficient to support the buildings constructed thereon. We have also made anAssumption that there are no abnormal ground conditions, nor archaeological remains present on any ofthe sites, which might adversely affect the present or future occupation, development or value of eachproperty.

No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or anyother services nor have the drains been tested. However, we have made an Assumption that all services,including gas, water, electricity and sewerage, are provided and are functioning satisfactorily.

No allowance has been made in these valuations for any items of plant or machinery not forming part ofthe service installations of the buildings. We have specifically excluded all items of plant, machinery andequipment installed wholly or primarily in connection with the occupants’ businesses. We have alsoexcluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools.

Further, no account has been taken in our valuations of any business goodwill that may arise from thepresent occupation of any of the Properties.

It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinionsas to value, that the client and/or third parties (whether notified to us or not) accept that the ValuationReport in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil andservices of any of the Properties.

We have been advised by the Company that construction and design warranties exist in relation toChapelfield, Norwich and the Chimes, Uxbridge. The Company has confirmed that it has the legal benefitof these warranties and that they are assignable to purchasers.

11.3 Environmental matters

We have made enquiries of the Company in order, so far as reasonably possible, to establish the risk offlooding at the Properties and the potential existence of contamination arising out of previous or presentuses of the site and any adjoining sites.

We have examined, in respect of the valuations carried out as at 28 February 1994 and reported under aReport dated 16 March 1994, an environmental review report prepared by Parkman Environment inJanuary 1994 in respect of Lakeside, Thurrock and updated by an environmental review report prepared in2004. We were also provided with copies of environmental desk review reports undertaken byMessrs Travers Morgan in January and February 1994 in respect of the remaining properties, except theoffice building at 1 Eldon Square, Newcastle, Braehead and the Chimes.

In addition, we have also been provided with a Building and Environmental Due Diligence Reportprepared by Waterman Partnership Ltd and dated March 2005 for Braehead and the Harlequin Centre; anEnvironmental Due Diligence Report, prepared by Waterman Environmental and dated February 2007 inrelation to the Potteries and an Environmental Phase 1 Property Due Diligence Assessment, prepared byWaterman Environmental dated July 2007 in relation to 41a, 43-45, 55, 63-67 and 73-75 High Street,Watford.

We have reflected the contents of all of these environmental reports and reviews in our valuations.

19

In accordance with our inquiries of the Company and the contents of the above mentioned reports, wehave made an Assumption that no contamination or other adverse environmental matters exist in relationto the Properties sufficient to affect value. Other than as referred to above, we have not made anyinvestigations into past or present uses, either of the Property or any neighbouring land to establishwhether there is any contamination or potential for contamination to the Properties. Commensurate withour Assumptions set out above we have made no allowance in this valuation for any effect in respect ofactual or potential contamination of land or buildings. A purchaser in the market might, in practice,undertake further investigations than those undertaken by us. If it is subsequently established thatcontamination exists at the Properties or on any neighbouring land or that any of the premises have been,or are being, put to any contaminative use then this might reduce the values now reported.

Flooding

We have made enquiries of the Environment Agency website and are advised that the Properties falloutside the extent of the extreme flood. This is categorised as being a chance of flooding equivalent to0.1% (1 in 1,000) or less.

Albeit, we have made the Assumption that building insurance is in place regarding flooding and availableto be renewed to the current or any subsequent owners of the Properties, without payment of an excessivepremium or excess.

You should be aware that the Association of British Insurers have issued guidance on insurance issues inwhich they state that, subject to Government commitment to have a long-term strategy to manage floodrisk, insurers have committed to provide flood insurance for existing building until June 2013; however, nocommitments have been made for building built after 1 January 2009.

11.4 Areas

The Company has provided us with details of floor areas in relation to each property. In addition, we havetaken check measurements on site at each Centre and have satisfied ourselves that the floor areas providedare in accordance with the current Code of Measuring Practice prepared by the Royal Institution ofChartered Surveyors and may be validly adopted for the purposes of this valuation.

11.5 Statutory requirements and planning

Unless stated to the contrary in the Certificates of Title, or where we have been otherwise advised by theCompany, we have made an Assumption that the buildings have been constructed in full compliance withvalid town planning and building regulations approvals, that where necessary they have the benefit ofcurrent Fire Risk Assessments compliant with the requirements of the Regulatory Reform (Fire Safety)Order 2005. Similarly, we have also made an Assumption that the properties are not subject to anyoutstanding statutory notices as to their construction, use or occupation. Unless our enquiries haverevealed the contrary, we have made a further Assumption that the existing uses of the properties are dulyauthorised or established and that no adverse planning conditions or restrictions apply.

No allowances have been made for rights, obligations or liabilities arising under the Defective PremisesAct 1972, and we have made an Assumption that the properties comply with all relevant statutoryrequirements.

In England and Wales, the Government has implemented the Energy Performance of Buildings Directiverequiring Energy Performance Certificates (‘‘EPC’’) to be made available for all properties, when boughtor sold, subject to certain exemptions. In respect of any of the subject properties which are not exemptfrom the requirements of this Directive, we have made an Assumption that an EPC is made available, freeof charge, to the purchasers of the interests which are the subject of our valuation.

We would draw your attention to the fact that employees of town planning departments now always giveinformation on the basis that it should not be relied upon and that formal searches should be made if morecertain information is required. We assume that, if you should need to rely upon the information givenabout town planning matters, your solicitors would be instructed to institute such formal searches.

20

11.6 Leasing

The Company has provided us with details relating to the terms of existing occupational tenancies anduses. We have read all of the documents provided to us and we have made an Assumption that copies of allrelevant documents have been sent to us and that they are complete and up to date.

We have not undertaken investigations into the financial strength of any of the tenants. Unless we havebecome aware by general knowledge, or we have been specifically advised to the contrary we have made anAssumption that the tenants are financially in a position to meet their obligations. Unless otherwiseadvised we have also made an Assumption that there are no material arrears of rent or service charges,breaches of covenants, current or anticipated tenant disputes.

However, our valuations reflect the type of tenants actually in occupation or responsible for meeting leasecommitments, or likely to be in occupation, and the market’s general perception of their creditworthiness.

We have made an Assumption that wherever rent reviews or lease renewals are pending or impending,with anticipated reversionary increases, all notices have been served validly within the appropriate timelimits.

11.7 Information

We have made an Assumption that the information the Company and its professional advisers havesupplied to us in respect of the properties is both full and correct.

It follows that we have made an Assumption that details of all matters likely to affect value within your/their collective knowledge such as prospective lettings, rent reviews, outstanding requirements underlegislation and planning decisions have been made available to us and that the information is up to date.

12 Valuation

12.1 Market Value

We are of the opinion that the Market Value as at 31 December 2010 of the freehold, feuhold and longleasehold property interests described in Schedule A, subject to the Assumptions and comments in thisreport, and in Schedule A, is:

£3,992,433,500 (Three Billion Nine Hundred and Ninety Two Million Four Hundred and Thirty ThreeThousand Five Hundred Pounds)

This can be apportioned between the freehold/feuhold and long leasehold properties as follows:

Freehold/Feuhold: £2,706,033,500 (Two Billion Seven Hundred and Six Million Thirty Three Thousandand Five Hundred Pounds)

Long leasehold: £1,286,400,000 (One Billion Two Hundred and Eighty Six Million Four HundredThousand Pounds)

There has been no material change to the values of the Properties since 31 December 2010.

13 Confidentiality and disclosure

The contents of this Valuation Report may be used only for the specific purpose to which they refer.Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circularor statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party,the valuer’s written approval as to the form and context of such publication or disclosure must first beobtained. For the avoidance of doubt such approval is required whether or not DTZ Debenham Tie LeungLimited is referred to by name and whether or not the contents of our Report are combined with others.

21

This Valuation Report has been prepared for inclusion in the Letter.

To the fullest extent permitted by law we do not assume any responsibility and will not accept any liabilityto any other person for any loss suffered by any such other person as a result of, arising out of, or inaccordance with this Valuation Report.

Yours faithfully

Paul Wolfenden

Chartered SurveyorInternational Director

Jonathan Goode

Chartered SurveyorDirector

For and on behalf ofDTZ DEBENHAM TIE LEUNG LIMITED

22

APPENDIX

SCHEDULE OF PROPERTY ASSETS AND MARKET VALUES

Values Net of Purchaser’s Costs

23

SCHEDULE OF PROPERTY ASSETS AND MARKET VALUES

VALUES NET OF PURCHASER’S COSTS

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

Freehold/FeuholdThe Company’s interest A major out of town shopping Leases are generally for £57,264,866 £1,053,000,000in Lakeside, Thurrock centre close to the M25 just north of 25 years with five yearly

the Dartford River Crossing, east of upward only rent reviews.London. Opened in 1990, the Centre Rents paid are based on thecomprises approximately 1.4m sq ft higher of 80% of rackprimarily arranged on two main fully rental value or a percentageenclosed, heated and comfort cooled of turnover. The leases aremalls. It overlooks a lake and is on effectively full repairingsurrounded by surface and multi- and insuring terms withstorey car spaces comprising landlord’s costs reimbursedapproximately 13,000 spaces plus a via a service charge.bus/coach park.

A limited number of unitsThe scheme comprises some 259 unit are let on leases reviewedshops including ten anchors and to full 100% rack rentalmajor space users including Marks & value.Spencer, Argos, Primark (in theex-Allders store), Bhs, Boots,Debenhams, House of Fraser,WH Smith and Next. In additionthere is a food court at third floorlevel, numerous restaurants and anine screen cinema. There is also theBoardwalk situated adjacent to thelake.

FREEHOLD

The Company owns a 100% interestin the property.

The Company’s interest A major out of town shopping centre The majority of retail units £31,460,816 £572,000,000in Braehead Shopping located adjacent to junctions 25a/26 are let on effectively fullCentre and Retail Park, of the M8 motorway, approximately repairing and insuring leasesGlasgow eight kilometres (five miles) to the for 15 years with provisions

west of Glasgow City Centre. for five yearly upward onlyrent reviews. Rentals

The shopping centre opened in comprise a basic rent plus aSeptember 1999 and comprises turnover related element.approximately 1.06 million sq ft of The basic rent is reviewed toretail and leisure space. The Property 80% of the rack rentalis arranged over two fully enclosed value.malls. Surface parking providesspaces for 6,500 cars. There are 111 A limited number of unitsunit shops including two anchors let are let on leases which haveto Primark and Marks & Spencer, no turnover element andfive major space users let to New the tenant pays 100% of theLook, H&M, Boots, WH Smith and rack rental value on review.Bhs situated at lower and upper mall

The Marks and Spencerlevels. In addition there is a leisurestore and Sainsburys unit onelement to the Property comprisingthe retail park are let foran ice rink, a curling rink and a multiterms of 125 years and thepurpose arena.rent is fixed at a nominal

The retail park comprises 11 units figure throughout the term.totalling 260,000 sq ft of A1 Food

The majority of the retail(Sainsburys unit) and bulky goodspark is let on full repairingretail warehouse accommodation,and insuring terms foranchored by Next at Home. Units25 years with provisions forrange in size from 3,315 sq ft tofive yearly upward only rent135,479 sq ft.reviews.

FEUHOLD

24

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

The Company owns a 100% interestin the property.

The Company’s interest The Property is situated to the north The majority of the leases £18,935,654 £337,000,000in the Victoria Centre, of the City Centre and opened for are let on an internalNottingham trade in 1972. The Property was repairing rack-rented basis,

extended in 1997 to provide although approximatelyadditional car parking and retail 10% comprise a turnoveraccommodation; the Upper and element. The turnoverLower Malls have since been leases include a base rent,refurbished. which is defined as 80% of

estimated rental value. InThe Property is arranged over two addition to the base rent, amalls, of similar size. The prime turnover top up rent ispitch is on the Lower Mall, to the payable annually in arrears.south leading off the main entranceon Milton Street/Lower Parliament There are a variety of leaseStreet. lengths with lease expiries

ranging from a few monthsIncluding the anchor stores, the to approximately 88 years.Property currently comprises Most leases contain aapproximately 127 standard shop provision for five yearlyunits and a local Market. upwards only rent reviews.The Property is anchored by House The main anchors are Johnof Fraser and John Lewis. The Lewis, House of Fraser,Property also benefits from various Boots and Next, Tesco’s.MSU’s, including Boots, TescoMetro, WH Smith, Next and Argos.

FREEHOLD

In addition to the main shoppingcentre, the Company also owns theFreehold of neighbouring buildings.These comprise an adjacent officebuilding, Argos and another unit onLower Parliament Street and part ofa Victorian terraced block of shopsand flats on Glasshouse Street.There is also a block of 464residential flats immediately abovethe Property, which are let toNottingham City Council, on a longlease at a peppercorn rent.

The Company owns a 100% interestin the property.

The Company’s interest Chapelfield is located in Norwich The majority of units are let £13,032,206 £236,100,000in Chapelfield, Norwich city centre and occupies the former on an internal repairing

Nestle factory site. The Property rack-rented basis, althoughopened in September 2005. some comprise a turnover

element. The turnoverThe Property trades over two levels leases include a base rent,and comprises 99 unit shops, which is defined as 80% ofrestaurants and cafes. The mix of estimated rental value. Inretailers in Chapelfield will add to addition to the base rent, athe variety of retailers currently in turnover top up rent isthe city centre and many will be new payable annually in arrears.to Norwich.

FREEHOLD

The Company owns a 100% interestin the property.

The Company’s interest A town centre shopping centre The centre includes the £13,606,936 £201,200,000in The Potteries, completed in 1988 within which is a Lewis’s store, now tradingHanley, Stoke-on-Trent public market, a Debenhams, as Debenhams, which was

25

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

Primark, standard shop units in the acquired during 1995 by themain malls, and further units in the Company.lower arcade. In addition there is a

The majority of the retailmulti-storey car park for 1,240 carsunits are let on internaland a coach park.repairing leases for 25 year

Excluding the market hall the centre terms subject to upwardsprovides approximately 566,000 sq ft only five yearly rent reviews.of retail space. They pay a basic rent

calculated as to 80% of theThe Property was previously held by market rental value, withway of a 150 year lease from Pearl provision for a paymentAssurance PLC. The Freehold was based on a rentalpurchased in 2002. percentage of turnover. Full

management costs andFREEHOLDmaintenance costs are

The Company owns a 100% interest recoverable via servicein the property. charges on a proportional

basis calculated by referenceto rateable values.

The Market Hall is let tothe Local Authority on alease expiring in 2138 at apeppercorn rent withoutreview.

The Company’s interest This town centre shopping centre is The majority of the retail £13,723,478 £217,100,000in The Chimes, located in Uxbridge, which is units are let on effectivelyUxbridge situated close to the junction of the full repairing and insuring

M40 and the M25. The Property leases for 15 years with thebenefits from its own car park and provision of five yearlyits close proximity to Uxbridge upwards only rent reviews.underground station. The Property Some leases comprise atrades from two levels comprising basic rent plus turnoverapproximately 440,000 sq ft of retail related element. The basicaccommodation and includes 69 rent is reviewed to 80% ofshop units including those units rack rental value. Othersituated along the High Street. The leases have no turnovercentre is anchored by an Odeon element and the tenant payscinema, Debenhams, Bhs and Boots. 100% of rack rental value.17 units face directly onto the High

The anchors, Odeon, BHS,Street.Boots and Debenhams are

The centre benefits from an all let on 25 year terms.uncovered food court, whichprovides access to the cinema andincludes a Hogs Head, PizzaExpress, Auberge and Nandos.

The Property opened in March 2001.

FREEHOLD

The Company owns a 100% interestin the property.

The Company’s interest Cribbs Causeway Retail Park is The Property is let to DSG £2,765,394 £49,500,000in The Retail Park, located approximately six miles to Retail, Allied Carpets,Cribbs Causeway the north of Bristol city centre and Furnitureland, Argos, JJB

is adjacent to the Mall. The Sports, Comet and MagnetProperty comprises three separate with lease expiries occurringbuildings arranged in an ‘L’ shape between 2011 and 2019.and has a total floor area of There is currently oneapproximately 245,000 sq ft. The vacant unit (previously letProperty benefits from Open A1 to Courts).planning.

FREEHOLD

26

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

The Company owns a 50% interestin the Property.

The Company’s interest The Properties comprise a parade of The parade of retail units £901,023 £16,436,000in Watford High Street, retail units fronting the High Street are let with unexpired leaseWatford in Watford, near the Harlequin terms up to 11 years. The

Centre. leases all contain aprovision for five yearly

FREEHOLD* upward only rent reviews.* The majority of the units are heldfreehold, with the exceptions of:

• 39 High Street, comprising partfreehold and part leasehold. Theleasehold element is held until2074 (approximately 71 yearsunexpired) at a rent of £23,700per annum.

• 69-71 High Street, held leaseholduntil 2109 (106 years unexpired)at nil rent.

• 73-75 High Street, held leaseholduntil 2145 (115 years unexpired)at £6,000 per annum.

The Company owns a 100% interestin the property.

The Company’s interest The Property comprises six areas of None. £0 £13,472,250in the Phase 2 Lands, land in Braehead. The sitesBraehead comprise 39.03 acres to be

developed for community orcommercial uses.

FEUHOLD

The Company owns a 100% interestin the property.

The Company’s interest A modern purpose built office Part of the ground floor is £90,486 £3,450,000in Riverside building, comprising approximately let to Xerox on a 10 yearDevelopment, 33,301 sq ft of office lease with a break at theBraehead, Glasgow accommodation, located over 5th year. Part of the second

ground, first and second floors. The floor has been sold feuholdbuilding was completed during 2008. with the remainder of the

accommodation beingFEUHOLD vacantThe Company owns a 100% interestin the property.

The Company’s interest The Property is located within one The Property is currently £0 £1,000,000in the Former BT of the city’s prime distribution vacant.Building, Cribbs locations, approximately one mileCauseway from Junction 17 of the M25 and

approximately 2.5 miles from theM4/M5 interchange.

The Property comprisesapproximately 66,744 sq ft ofdistribution accommodation. Theoffice element comprises about 10%of the total floor area at bothground and first floor levels. TheProperty comprises steel portalframe construction with profiledsteel roof and a combination of fullheight steel profiled sheeting and

27

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

part steel profile/brick elevations.The internal eaves height isapproximately 21 ft.

FREEHOLD

The Company owns a 50% interestin the Property.

The Company’s interest The Property comprises a relatively The Property is let in its £85,000 £1,295,000in 36-38 St Stephens modern building situated on the entirety to Starbucks for aStreet, Norwich north west side of St Stephens’s term of ten years from June

Street, immediately adjacent to the 2007.ground floor entrance of ChapelfieldShopping Centre. The propertycomprises a retail unit on groundfloor with two floors of ancillaryoffices above.

FREEHOLD

The Company owns a 100% interestin the property.

The Company’s interest The Property comprises a relatively The Property is let in its £20,000 £1,900,000in 178 Huntingdon modern purpose built office block entirety to Global FireStreet, Nottingham and provides Grade B office Systems for a term of three

accommodation. The Property years from 7 April 2006.provides approximately 2,593 sq ft of The lease is subject to aaccommodation over ground and tenant only break optiontwo upper floors. The ground floor with six months notice andis used as a showroom with offices a landlord only breakabove. option if the tenant and its

group companies vacate theFREEHOLD premises. The rent is a

peppercorn.The Company owns a 100% interestin the property.

The Company’s interest A three storey listed building Shops let on three £67,250 £1,050,000in 1 Old Eldon Square, adjacent to the Eldon Square effectively full repairing andNewcastle (including Shopping Centre, providing three insuring leases with upward44B and 44C Blackett retail units and two upper floors of only rent reviews expiringStreet) offices and having a net floor area from December 2010 to

of approximately 5,900 sq ft. Built November 2014. The officescirca 1860. are let on two leases, which

are effectively fullyFREEHOLD repairing and insuring

leases with upward onlyThe Company owns a 100% interestrent reviews.in the property.

The Company’s interest The Properties comprise a former The Property is currently £0 £1,366,000in Swift House and Jaxx office building and nightclub behind vacant and being held forNightclub, Hanley the Potteries Shopping Centre which redevelopment.

was demolished in 2008.

FREEHOLD

The Company owns a 100% interestin the property.

The Company’s interest The Property comprises a modern The Property is let on an £0 £148,500in 6 Chapelfield one bedroom flat located adjacent to AST.Gardens, Norwich Chapelfield Shopping Centre.

LEASEHOLD

The Company’s interest The site is located between the The site is vacant. £0 £15,750in Site 4, Cribbs Venue leisure scheme and theCauseway airfield.

FREEHOLD

28

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

The Company owns a 50% interestin the Property.

Leasehold

The Company’s interest A town centre shopping centre The majority of retail units £19,032,201 £353,000,000in The Harlequin, trading on two main levels on a site are let on effectively fullWatford of 3.80 hectares (9.39 acres). repairing and insuring

Comprises 726,000 sq ft to include leases for 25 years with five147 retail units, six MSU’s, 13 food/ yearly upward only rentcatering units and, three anchors let reviews. Rents compriseto John Lewis, Bhs and Marks & basic rent plus a turnoverSpencer. In addition, there are related element, withancillary storage units, seven reviews of basic rent to 80%residential units and self contained of rack rental value. Theoffices. The Property benefits from stores let to Boots, John4,550 car parking spaces within the Lewis and Marks &Centre and nearby Satellite car Spencer are non-incomeparks. The Property was built in producing. The cateringphases opening between September units and kiosks are let on a1990 and June 1992. variety of lease terms. The

residential units are let onLEASEHOLD assured shorthold tenancies.The Property is held on two fullrepairing leases having over988 years unexpired, at a groundrent of 7% of net property income,on a side by side basis. The Satellitecar parks held on internal repairinglease having 20 years unexpired(with an option to determine in 2015exercisable by either party), at acurrent rent of circa £779,633 perannum exclusive with five yearly rentreviews, index linked.

The Company owns the 100%leasehold interest in the propertyand is entitled to receive 93% of theincome.

The Company’s interest The Arndale Centre is situated in The majority of the lease £18,992,121 £314,500,000in Arndale Centre, the centre of Manchester and terms are generally forManchester comprises the Southern Site with a either 10 or 15 years with

redevelopment of the Northern 5 yearly upward only rentExtension which was opened in reviews. The leases are2006. The centre is situated over two effectively on full repairinglevels with a mezzanine food court and insuring terms with thearea above Marsden Way South. landlord’s costs reimbursedNew Cannon Street forms the prime via a service charge.pitch which is part of the Northern

Five of the retail units areExtension.let on leases of either

The centre provides 1.4 million sq ft 98 years or 124 years fromin total providing 221 shops and March 1980. The marketstores and offices. At present, the hall is let to Manchestermajor space users within the centre City Council on a lease ofinclude Boots, Bhs, Next, 124 years from March 1980WH Smith, River Island, Argos, at a peppercorn rent.Waterstones, Topshop and NewLook. The Arndale Tower isincluded within the centre whichprovides multi let officeaccommodation. There are 1,450 carparking spaces in the adjacent multistorey car park.

29

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

LEASEHOLD

The Property is currently held undertwo long leasehold interests from theManchester City Council (‘‘MCC’’)which both expire in 2105. A deed ofvariation provides for an extension ofthe current leasehold interest afurther 95 years to 25 December2200. An annually variable groundrent of 4.731% of rents receivable ispayable for the majority of unitswithin the Centre after deducting theCentres void rates.

The Company owns a 50% interestin the Property.

The Company’s interest A major covered shopping centre on The majority of the retail £10,552,510 £177,700,000in the Glades, Bromley Bromley High Street. The Centre units are let on 25 year

which was opened in October 1991, effectively full repairing andcomprises a total of approximately insuring leases with five463,000 sq ft of retail space and is yearly upward only rentanchored by Boots and Debenhams reviews. The leasesand includes links into the High incorporate an 80% of ERVStreet Marks & Spencer. There are base rent and specifiedtwo main mall levels and a specialty turnover percentage top uparcade together providing 142 unit provisions.shops. There is also a large car park

Several units are let on rack(1,500 spaces) and a link into therental terms withoutleisure centre.turnover provisions. The

A number of High Street retail units food court kiosks have nowwere integrated into the shopping been converted to threecentre in 2008 and are occupied by units and let for retail use.tenants including H&M and Mango.

A few units are let onLEASEHOLD turnover only throughout

the term and a fewThe leasehold interests expires in incorporate turnover only2113. There are head rent payments for the first five years, afterof 15% of net property income to which there is a review to athe freeholder (London Borough of base rent, being 80% ofBromley) subject to a minimum of ERV.£1,878,800 per annum exclusiveexpiring in 2023 and 21.472% of netproperty income to the headleaseholder (General Accident).

The Company owns the 100%leasehold interest in the propertyand is entitled to receive 63.528% ofthe income.

The Company’s interest The Mall, which opened in March With the exception of the £9,994,522 £170,000,000in The Mall, Cribbs 1998, comprises approximately 144 anchor stores and BhS, twoCauseway retail units and a total of different types of leases

750,000 sq ft of retail have been granted to theaccommodation. The shopping retailers within thecentre, which has a wing shaped Property, namely the rackdesign, trades on two levels and is rented lease and turnovercentred on a large glass fronted top-up leases, both of whichentrance lobby leading to a central are considered acceptable toatrium/meeting point and the avenue the investment market.restaurants. Two architecturally

The rack rented anddistinct concourses run east and westturnover top-up leasesfrom the central atrium to anchorreportedly provide for fivestore units at the extremities.yearly upward only rent

30

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

The eastern concourse is anchored reviews and with respect toby John Lewis and the western the standard store units,concourse by Marks & Spencer. have been written for termsMedium sized units such as Bhs, of either ten or 15 years.Boots and W H Smith occupy The lease terms for theextensive accommodation totalling medium store units areapproximately 125,571 sq ft. either 15 or 25 years. The

majority of leases areThe Mall has a two tier Food Court outside the provisions of thewhich has been remodelled and was Landlord and Tenant 1954renamed the Avenue and has 11 act.restaurants.

The complex incorporatesapproximately 7,000 free car parkingspaces and a bus station and taxirank is located directly alongsideJohn Lewis.

LEASEHOLD

The Property is held on a longleasehold basis (expiring 2382) andthe Company is entitled to receive32.87% of the net income.

The Company’s interest A major shopping centre in Central The John Lewis store £12,255,307 £249,300,000in Eldon Square, Newcastle which totals (Bainbridges) is let under aNewcastle approximately 1,020,000 sq ft of lease expiring in 2075 at a

retail space plus 37,000 sq ft of base rent plus turnover withoffice space. It is anchored by Boots the base rent reviewableand John Lewis (Bainbridges) and every five years to 80% ofincludes over 156 standard retail the average actual rentunits. It provides links into received during the previousNorthumberland Street and to three years.Fenwicks and Marks & Spencer. The

The majority of the retailcentre is arranged on two mall levelsunits are let on 25 yeararound Eldon Square and includeseffectively full repairing andone public house, offices, six flatsinsuring leases with fiveand a bus concourse. In additionyearly upwards only rentthere is a market hall, six retail unitsreviews. The leasesand a leisure centre, which are allincorporate a base rentlet on long leases to the Citycalculated as to 80% of theCouncil subject to the payment of amarket rental value andpeppercorn rent.specified turnover top up

The centre opened in 1976 and was provisions.refurbished and extended in1987/1988. The centre has beenredeveloped in three schemes.Scheme One provided an additional22,000 sq ft of retail space and tworestaurants. Scheme 2 commenced in2005 included the development ofthe new bus station which opened inMarch 2007 and the development ofSt Georges Way which included aWaitrose and 15 new stores whichopened in 2008. Scheme 3 opened inSpring 2010 and provides 25 unitsand a Debenhams anchor store

LEASEHOLD

The leasehold interest in the centreexpires in 2225. There are aggregatehead rent payments ofapproximately 40% of divisibleparticipation income to the

31

MarketCapital Value

as atNet Annual 31 December

Property Description, Age and Tenure Terms of Existing Tenancies Rent 2010

freeholder (the City Council). TheCompany owns a 60% interest in theProperty.

The Company’s interest The Property is a mixed use The retail units are let on £1,328,175 £21,900,000in New Cathedral development in Manchester city modern 15 year leases toStreet, Manchester centre in an open street format. The Austin Reed, Hobbs, Reiss,

Property comprises three distinct Ted Baker, Massimo Dutti,elements including ground floor Zara, Heals, Radley and LKretail units, a department store and Bennett.high rise residential units above.

The residential element wasThe retail element comprises two separately developed and isMSUs and eight unit shops totalling separately owned by others72,359 sq ft. The retail units are clad on a long leasehold interestin natural stone and have double basis and therefore does notheight glazed shop fronts. The form part of the Company’sresidential block comprises two interest. Similarly theelements, a retail platform of retail department store anchoringand restaurants and 14 storey glazed the retail element, occupiedtower containing the residential by Harvey Nichols, whilstunits. being included within the

Company’s ownership, hasLEASEHOLD no value attributed to it as

the tenant has been grantedThe long leasehold interest is helda long underleasefor a term of 200 years from(co-terminus with the1 January 1998. The ground rentheadlease less only apayable will equate to 10% of rentsnominal few days) at areceivable from the retail premisespeppercorn rent.subject to a minimum of £295,000

per annum. Under the terms of theoriginal Development Agreementwith MCC, the Fund are in certaincircumstances and if rental growthexceeds certain defined thresholds,obliged to make an ‘overage’payment to MCC followingcompletion of the first rent reviewcycle in respect of all the retail unitsunder leases.

The Company owns a 50% interestin the Property.

32

7MAR200617465729

REPORT 2—CBRE VALUATION AS AT 31 DECEMBER 2010

CB Richard Ellis LimitedKingsley HouseWimpole Street

London W1G 0RE

Switchboard +44 (0)20 71 82 2000Fax +44 (0)20 7182 2001

Report Date 14 January 2011

Addressee The DirectorsCapital Shopping Centres Group PLC40 BroadwayLondonSW1H 0BT

Merrill Lynch International2 King Edward StreetLondonEC1A 1HQ

UBS Limited1 Finsbury AvenueLondonEC2M 2PP

The Properties As listed in the Schedule of Property Details set out below.

Instruction To value on the basis of Market Value the Properties as at thevaluation date in accordance with your instructions (the‘‘Valuations’’).

We understand that this Valuation Report (the ‘‘ValuationReport’’) is required for inclusion in a letter to Shareholdersattaching the notice of the adjourned EGM scheduled for26 January 2011 (the ‘‘Letter’’) which is to be posted toShareholders by Capital Shopping Centres Group PLC (‘‘CSC’’ or‘‘the Company’’) in connection with the placing of shares in CSCand the acquisition by the Company of The Trafford CentreGroup, as a result of which shares of CSC will be admitted to theOfficial List of the UK Listing Authority and admitted to tradingon the London Stock Exchange (the ‘‘Transaction’’).

Valuation Date 31 December 2010

Capacity of Valuer External.

Purpose of Valuation For inclusion in the Letter by CSC in connection with the placingof shares in CSC and the acquisition of The Trafford CentreGroup, as a result of which shares of CSC will be admitted to theOfficial List of the UK Listing Authority and admitted to tradingon the London Stock Exchange (the ‘‘Transaction’’).

Market Value £845,150,000 (EIGHT HUNDRED AND FORTY FIVE MILLIONONE HUNDRED AND FIFTY THOUSAND POUNDS) exclusive ofVAT, as shown in the Schedule of Capital Values set out below.

We have valued the Properties individually and no account hasbeen taken of any discount or premium that may be negotiated inthe market if all or part of the portfolio was to be marketedsimultaneously, either in lots or as a whole.

33

Our opinion of Market Value is based upon the Scope of Workand Valuation Assumptions attached, and has been primarilyderived using comparable recent market transactions on arm’slength terms.

Compliance with Valuation The Valuations have been prepared in accordance with The RICSStandards Valuation Standards, Sixth Edition (‘‘The Red Book’’).

We confirm that we have sufficient current local and nationalknowledge of the particular markets, and the skills andunderstanding to undertake the valuation competently. Where theknowledge and skill requirements of The Red Book have beenmet in aggregate by more than one valuer within CB RichardEllis, we confirm that a list of those valuers has been retainedwithin the working papers, together with confirmation that eachnamed valuer complies with the requirements of The Red Book.

Assumptions The property details on which each valuation is based are as setout in this Valuation Report. We have made various assumptionsas to tenure, letting, town planning, and the condition and repairof buildings and sites—including ground and groundwatercontamination—as set out below.

If any of the information or assumptions on which the valuation isbased are subsequently found to be incorrect, the valuation figuresmay also be incorrect and should be reconsidered.

Variation from Standard None.Assumptions

Valuer The Properties have been valued by a valuer who is qualified forthe purpose of the valuation in accordance with The Red Book.

Independence The total fees, including the fee for this assignment, earned byCB Richard Ellis Ltd (or other companies forming part of thesame group of companies within the UK) from the Addressee (orother companies forming part of the same group of companies) isless than 5.0 per cent, of the total UK revenues.

Responsibility This Valuation Report has been prepared for inclusion in theLetter.

To the fullest extent permitted by law we do not assume anyresponsibility and will not accept any liability to any other personfor any loss suffered by any such other person as a result of,arising out of, or in accordance with this Valuation Report.

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Disclosure The principal signatory of this report has continuously been thesignatory of valuations for CSC and valuation purpose as thisValuation Report since 2004.

CB Richard Ellis Ltd has carried out Valuation, Agency andProfessional services on behalf of CSC for in excess of 20 years.

Reliance and Publication No reliance may be placed upon the contents of this ValuationReport by any party for any purpose other than in connection withthe Purpose of Valuation. Before the Valuation Report, or anypart thereof, is reproduced or referred to, in any document,circular or statement, the valuer’s written approval as to the formand context of such publication or disclosure must first beobtained such approval not to be unreasonably withheld ordelayed. Such publication or disclosure will not be permittedunless, where relevant it incorporates the Assumptions referred toherein.

Current Valuation There has been no material change to the values of the Propertiessince the Valuation Date.

Yours faithfully Yours faithfully

Michael Brodtman FRICS Jennifer Thomasson

Executive Director Director

For and on behalf of For and on behalf ofCB RICHARD ELLIS LTD CB RICHARD ELLIS LTD

T: 020 7182 2674 T:020 7182 2923

E: michael.brodtman@cbre.com jennifer.thomasson@cbre.com

CB Richard Ellis—Valuation AdvisoryT: 020 7182 2000F: 020 7182 2273W: www.cbre.co.uk

35

SCOPE OF WORK AND SOURCES OF INFORMATION

Sources of Information We have carried out our work based upon information suppliedto us by CSC, as set out within this Valuation Report, which wehave assumed to be correct and comprehensive.

The Properties Our Valuation Report contains a brief summary of the Propertydetails on which our valuation has been based.

Inspections We inspected the Properties in November 2010.

Areas We have not measured the Properties but have relied upon thefloor areas provided which we have been informed have beenmeasured in compliance with the current edition of the Code ofMeasuring Practice issued by the RICS.

Environmental Matters We have not undertaken, nor are we aware of the content of, anyenvironmental audit or other environmental investigation or soilsurvey which may have been carried out on the Properties andwhich may draw attention to any contamination or the possibilityof any such contamination. We have not carried out anyinvestigations into the past or present uses of the Properties, norof any neighbouring land, in order to establish whether there isany potential for contamination and have therefore assumedthat none exists.

We have assumed that the Properties possess current EnergyPerformance Certificates (EPCs) as required under theGovernment’s Energy Performance of Buildings Directive.

Repair and Condition We have not carried out building surveys, tested services, madeindependent site investigations, inspected woodwork, exposedparts of the structure which were covered, unexposed orinaccessible, nor arranged for any investigations to be carriedout to determine whether or not any deleterious or hazardousmaterials or techniques have been used, or are present, in anypart of the Properties. We are unable, therefore, to give anyassurance that the Properties are free from defect.

Town Planning We have not undertaken planning enquiries.

Titles, Tenures and Lettings Details of title/tenure under which the Properties are held andof lettings to which they are subject are as supplied to us. Wehave not generally examined nor had access to all the deeds,leases or other documents relating to the Properties. Whereinformation from deeds, leases or other documents is recordedin this Valuation Report, it represents our understanding of therelevant documents. We have not conducted credit enquiries onthe financial status of any tenants. We have, however, reflectedour general understanding of purchasers’ likely perceptions ofthe financial status of tenants.

VALUATION ASSUMPTIONS

Capital Values Each valuation has been prepared on the basis of ‘‘MarketValue’’ which is defined as:

‘‘The estimated amount for which a property should exchangeon the date of valuation between a willing buyer and a willingseller in an arm’s-length transaction after proper marketingwherein the parties had each acted knowledgeably, prudentlyand without compulsion’’.

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No allowances have been made for any expenses of realisationnor for taxation which might arise in the event of a disposal.Acquisition costs have not been included in our valuation.

We have deducted usual purchasers’ costs in arriving at ouropinions of Market Value, including full liability for UK StampDuty Land Tax as applicable at the valuation date.

No account has been taken of any inter-company leases orarrangements, nor of any mortgages, debentures or othercharges.

No account has been taken of the availability or otherwise ofcapital based Government or European Community grants.

Rental Values Rental values indicated in our Valuation Report are those whichhave been adopted by us as appropriate in assessing the capitalvalue and are not necessarily appropriate for other purposes,nor do they necessarily accord with the definition of MarketRent.

The Properties Where appropriate we have regarded the shop fronts of retailand showroom accommodation as forming an integral part ofthe building.

Landlord’s fixtures such as lifts, escalators, central heating andother normal service installations have been treated as anintegral part of the building and are included within ourvaluations.

Process plant and machinery, tenants’ fixtures and specialisttrade fittings have been excluded from our valuations.

All measurements, areas and ages quoted in our ValuationReport are approximate.

Environmental Matters In the absence of any information to the contrary, we haveassumed that:

(a) the Properties are not contaminated and are not adverselyaffected by any existing or proposed environmental law;

(b) any processes which are carried out on the Properties whichare regulated by environmental legislation are properlylicensed by the appropriate authorities.

High voltage electrical supply equipment may exist within, or inclose proximity of, the Properties. The National RadiologicalProtection Board (NRPB) has advised that there may be a risk,in specified circumstances, to the health of certain categories ofpeople. Public perception may, therefore, affect marketabilityand future value of the property. Our valuation reflects ourcurrent understanding of the market and we have not made adiscount to reflect the presence of this equipment.

Repair and Condition There has historically been differential ground settlement in partof the Metrocentre, Gateshead, which has been subsequentlyunderpinned and remedied but continues to be monitored. As aprovision, against any potential future insurance claim, we havemade an allowance of £1,220,000 in our valuation of theproperty to cover any insurance excess. In the absence of anyinformation to the contrary, we have assumed that:

37

(a) there are no abnormal ground conditions, norarchaeological remains, present which might adverselyaffect the current or future occupation, development orvalue of the Properties;

(b) the Properties are free from rot, infestation, structural orlatent defect;

(c) no currently known deleterious or hazardous materials orsuspect techniques have been used in the construction of, orsubsequent alterations or additions to, the Properties; and

(d) the services, and any associated controls or software, are inworking order and free from defect.

We have otherwise had regard to the age and apparent generalcondition of the Properties. Comments made in the propertydetails do not purport to express an opinion about, or adviseupon, the condition of uninspected parts and should not betaken as making an implied representation or statement aboutsuch parts.

Title, Tenure, Planning and Lettings Unless stated otherwise within this Valuation Report, and in theabsence of any information to the contrary, we have assumedthat:

(a) the Properties possess a good and marketable title freefrom any onerous or hampering restrictions or conditions;

(b) all buildings have been erected either prior to planningcontrol, or in accordance with planning permissions, andhave the benefit of permanent planning consents or existinguse rights for their current use;

(c) the Properties are not adversely affected by town planningor road proposals;

(d) all buildings comply with all statutory and local authorityrequirements including building, fire and health and safetyregulations;

(e) only minor or inconsequential costs will be incurred if anymodifications or alterations are necessary in order foroccupiers of each Property to comply with the provisions ofthe Disability Discrimination Act 1 995;

(f) all rent reviews are upward only and are to be assessed byreference to full current market rents;

(g) there are no tenant’s improvements that will materiallyaffect our opinion of the rent that would be obtained onreview or renewal;

(h) tenants will meet their obligations under their leases, andare responsible for insurance, payment of business rates,and all repairs, whether directly or by means of a servicecharge;

(i) there are no user restrictions or other restrictive covenantsin leases which would adversely affect value;

38

(j) where more than 50 per cent, of the floor space of aproperty is in residential use, the Landlord and Tenant Act1987 (the ‘‘Act’’) gives certain rights to defined residentialtenants to acquire the freehold/head leasehold interest inthe property. Where this is applicable, we have assumedthat necessary notices have been given to the residentialtenants under the provisions of the Act, and that suchtenants have elected not to acquire the freehold/headleasehold interest. Disposal on the open market is thereforeunrestricted.

(k) where appropriate, permission to assign the interest beingvalued herein would not be withheld by the landlord whererequired; and

(l) vacant possession can be given of all accommodation whichis unlet or is let on a service occupancy.

Capital Shopping Centres Group PLC—Summary of Capital Values

LongCompany Freehold Leasehold(1) Total

(£)

The Metrocentre Partnership(2) . . . . . . . . . . . . . . . . . . . . . 843,400,000 843,400,000CSC—Flat 10, Whaddon House . . . . . . . . . . . . . . . . . . . . 1,750,000 1,750,000

Capital Shopping Centres Group PLC Total . . . . . . . . . . . 845,150,000 845,150,000

Notes:

(1) More than 50 years unexpired.

(2) CSC has a 60 per cent, holding.

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PART II

PROPERTY DETAILS

Valuation as at 31 December 2010

Net AnnualRent

Property Description, Age and Tenure Terms of Main Tenancies Receivable Market Value

(£) (£)Metrocentre, Gateshead A regional shopping centre The property is multi-let on 48,086,089 800,000,000

that opened in 1986 and has approximately 400 leases,been subsequently refurbished mostly on effectively fulland extended (including the repairing and insuring leasesnew red mall in 2004). The and with five- yearly rentproperty trades over two reviews.floors. The leisure element ofthe scheme has recently been Approximately 41.2 per cent,relocated and extended. of the income expires before

1 January 2013, although theLeasehold. Held on six leases stores have expiries betweenexpiring in September 2195 at 2011 and 2111.an assumed current rent of£5.503.455 per annum. Therent is geared to 10 per cent.of the net rents received.

Metro Retail Park, A purpose-built retail park The property is multi-let to 3,158,314 43,400,000Gateshead built in 1996 providing trading 11 tenants on 12 leases and

on the ground floor only with one unit is vacant. The leasesancillary mezzanine floors expire between Septemberinstalled by the tenants. 2012 and July 2029 and have

five-yearly rent reviews.The property has Open Alplanning consent but isoccupied by bulky traders.

Leasehold. Held on a 999 yearlease expiring in 2994 at afixed peppercorn rental.

Flat 10 Whaddon House, William Mews is located in Owner Occupied. 0 1,750,000William Mews, London Knightsbridge, off the northSW1 western corner of Lowndes

Square and William Street.William Street connectsLowndes Square withKnightsbridge.

Third floor flat comprisingthree bedrooms, dressingroom/fourth bedroom, twobathrooms, reception roomand kitchen.

Long Leasehold

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REPORT 3—KNIGHT FRANK VALUATION AS AT 31 DECEMBER 2010

The DirectorsCapital Shopping Centres Group PLC (the ‘‘Company’’)40 BroadwayLondon, SW1 0BT

Merrill Lynch International2 King Edward StreetLondon, EC1A 1HQ

UBS Limited1 Finsbury AvenueLondon EC2M 2PP

14 January 2011

Dear Sirs

Capital Shopping Centres Group PLC (the ‘‘Company’’)The St David’s Centre, Cardiff—Valuation Report as at 31 December 2010

In accordance with the terms of engagement agreed with the Company, we have pleasure in reporting toyou as follows:

1.0 Scope of Instructions

1.1 We have been instructed to report to you our opinion as to the value of certain properties held withinThe St David’s Limited Partnership (‘‘the Partnership’’) between Capital Shopping Centres PLC andLand Securities PLC and as briefly described in the attached appendix for use in connection with theplacing of shares in the Company and the acquisition by the Company of The Trafford Centre Group,as a result of which shares of the Company will be admitted to the Official List of the UK ListingAuthority and admitted to trading on the London Stock Exchange (the ‘‘Transaction’’) and the letterto Shareholders attaching the notice of the adjourned EGM scheduled for 26 January 2011 (the‘‘Letter’’). We are now required to provide you with our updated valuation contained herein as at31 December 2010.

1.2 Our valuation is of the entirety of the interest held by the Partnership and does not thereforerepresent a valuation of the Company’s shares or stake in such properties. The valuation includesproperties which are recently completed developments. We confirm that, if appropriate, theseproperties have been valued having regard to the recommendations included in IAS40 (TheValuation of Investment Property under Construction).

2.0 The Properties

2.1 The Properties comprise freehold and leasehold interests held by the Partnership.

3.0 Basis of Valuation

3.1 The Investment Properties have been valued individually on the basis of ‘‘Market Value’’ subject tothe existing tenancies at the Valuation Date (or reflecting vacant possession where no tenancies exist)in accordance with the relevant definitions, commentary and assumptions contained in the RICSValuation Standards (sixth edition) and in accordance with the relevant provisions of the ListingRules and the Prospectus Rules issued by the Financial Services Authority and CESR’srecommendations for the consistent implementation of the European Commission’s Regulation onProspectuses No. 809/2004 and EU-Directive 2003/71/EC.

3.2 The valuations have been undertaken by us as External Valuers as defined in the RICS ValuationStandards. We confirm that the Valuer meets the requirements of the RICS Valuation Standards

55 Baker Street, London, W1U 8ANT 020 7629 8171 F 020 7493 4114info@knightfrank.com www.knightfrank.comKnight Frank LLP is a limited liability partnership registered in England with registered number OC305934.Our registered office is 55 Baker Street, London W1U 8AN where you may look at a list of members’ names.

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PS1.5 having sufficient knowledge of the particular market and the skills and understanding toundertake the valuation competently. Valuations based on Market Value adopt the definition and theconceptual framework settled by the International Valuation Standards Committee. ‘‘Market Value’’is defined for these purposes as:

‘‘The estimated amount for which a property should exchange on the date of valuation between a willingbuyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties hadeach acted knowledgeably, prudently and without compulsion.’’

3.3 Properties held as Trading Stock are valued on the basis of Realisable Value defined as

‘‘the estimated selling price in the ordinary course of business, less the estimated costs completion and theestimated cost necessary to make the sale (IAS2 paragraph 6)’’

3.4 The total valuation of the Properties represents the aggregate of the individual values.

3.5 The major construction works at the Properties have been completed and the Properties are held asInvestments with the exception of The Hayes Apartments which are held for sale and thereforecategorised as Trading Property. In respect of any parts of the Properties where any further workremains to be completed or the payment of development costs has not been finalised, the MarketValue reflects our opinion of value of the completed property assuming that it had been completed atthe date of the valuation, less the anticipated costs outstanding. In arriving at our valuation it is thusassumed that all contracts and similar agreements with contractors continue and that all usualguarantees and warranties would be available to a purchaser of the property.

4.0 Tenure and Tenancies

4.1 We have not read documents of title or leases and, for the purpose of our valuations, have acceptedthe details of tenure, tenancies, planning consents and all other relevant information with which wehave been supplied by the Company and the Partnership or its advisors. We assume that thisinformation is complete and correct. Save where matters have been specifically drawn to ourattention, or we have been notified to the contrary prior to the date of this report, our valuation wason the basis that:

(a) each property possessed a good and marketable title, free from any unusually onerousrestrictions, covenants or other encumbrances;

(b) all documentation has been satisfactorily drawn on institutionally acceptable terms;

(c) there are no unusual outgoings, planning proposals, onerous restrictions or local authorityintentions which affect any property nor any material litigation pending;

(d) in respect of leasehold properties, there were no unreasonable or unusual clauses which wouldaffect value and no unusual restrictions or conditions governing the assignment or disposal ofthe interest;

(e) leases to which the properties were subject were on full repairing and insuring terms andcontained no unusual or onerous provisions or covenants which would affect value and wherethe repairing terms were subject to schedules of condition, these would not have materiallyaffected Market Value;

(f) in respect of leases subject to impending or outstanding rent reviews and lease renewals, wehave assumed that all notices had been served validly and within appropriate time limits; and

(g) vacant possession could be given of all accommodation which was un-let.

5.0 Town Planning

5.1 We have not made formal searches in respect of the Properties, but generally relied upon verbalenquiries and any informal information received from the Local Planning Authority, together withinformation supplied by the Company. We have not seen planning consents and, except whereadvised to the contrary, have assumed that the Properties have been constructed, or are beingconstructed and are occupied and used in accordance with the appropriate consents and that thereare no outstanding statutory notices, consent or other statutory regulations, save to the extentdisclosed to us. We assume that the premises comply with all relevant statutory requirementsincluding fire and building.

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6.0 Structure and Condition

6.1 We have neither carried out a building, structural and ground condition survey of any of theProperties, nor tested any services, plant or machinery. We were not therefore able to give anyopinion on the condition of the structure and services. However, our valuation took into account anyinformation supplied to us and any defects noted during our inspections. Otherwise, our valuationwas on the basis that there were no defects, items of disrepair or other matters that would materiallyaffect our valuation.

6.2 For the purposes of the valuation we assumed that, where appropriate, suitable action had beentaken to ensure compliance with the Disability Discrimination Act 1995 in respect of the Properties.

6.3 Our valuation assumes that all Properties would, in all respects, be insurable against usual risksincluding terrorism, flooding and rising water table at normal, commercially acceptable premiums.

7.0 Site Condition and Environmental Matters

7.1 We have not investigated ground conditions. Unless advised to the contrary, our valuation was on thebasis that there are no unidentified adverse ground or soil conditions and that the load bearingqualities of the sites of each property are sufficient to support the building constructed thereon andthat all buildings had been constructed having appropriate regard to existing ground conditions.

7.2 We have not carried out any scientific investigations or tests to establish the existence or otherwise ofany environmental contamination in relation to the Properties, nor do we undertake searches ofpublic archives to seek evidence of past activities which might identify potential for contamination.Any environmental reviews which have been carried out by or on behalf of the Company or thePartnership have not, we understand, led the Directors to believe that there are any significantpotential environmental problems affecting the Properties. Save as disclosed by any environmentalreports provided to us or otherwise disclosed by the Company, we have assumed that the Propertiesare unaffected by any environmental problems.

8.0 Inspections

8.1 We have previously inspected the Properties regularly for quarterly valuation purposes, and mostrecently, for the purposes of this valuation, in October 2010.

9.0 Information

9.1 Our valuations were based upon the information (including in relation to tenants and tenancies,tenure and floor areas and costs remaining in respect of completed development and refurbishmentworks) with which we had been supplied by the Partnership or which we had obtained from ourenquiries. We relied upon this as being complete and correct and on there being no undisclosedmatters which would affect our valuation.

9.2 In respect of the St David’s 2 development and the refurbishment works undertaken to the St David’sshopping centre, we have for the purposes of our valuation been supplied by the Partnership withdetails of the estimated outstanding costs as at 30 November 2010 totalling some £48,300,000 inrespect of all construction, operating and marketing costs including committed and budgeted capitalleasing costs and our valuation makes allowance for this, together with additional capital items.

9.3 When considering the covenant strength of individual tenants we did not receive any formal reporton the financial status of any tenant and did not carry out detailed investigations as to the financialstanding of the tenants, but have liaised with the Partnership and reflected in our valuations ourgeneral understanding of purchasers’ likely perceptions of tenants’ financial status.

9.4 We have assumed, except where otherwise informed by the Company, that in all cases there are nosignificant arrears of payment and that the tenants are capable of meeting their obligations under theterms of leases and agreements.

10.0 Taxation and Costs

10.1 In accordance with market practice, we have deducted usual purchaser’s costs in arriving at ouropinions of Market Value, including full liability for UK stamp duty land tax as applicable at thevaluation date. No allowances were made for vendor’s expenses of realisation or for any taxationliability arising from the sale of any Property. Our valuations were exclusive of any VAT that maybecome chargeable. The Properties were valued disregarding any mortgages or other charges.

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11.0 Valuation of the Properties as at 31 December 2010

11.1 Having regard to the foregoing we are of the opinion that the aggregate of the Market Values of theInvestment Properties and Realisable Value of the Trading Properties held by the Partnership, as at31 December 2010, totalled £513,000,000 (Five Hundred and Thirteen Million Pounds).

11.2 We attach at Appendix 2 brief descriptions of the Properties, terms of tenure and main tenanciestogether with the Net Annual Rent where applicable.

Net Annual Rent is defined within the FSA’s handbook as:

‘‘The current income or income estimated by the valuer:

(a) ignoring any special receipts or deductions arising from the property;

(b) excluding Value Added Tax and before taxation (including tax on profits and any allowances forinterest on capital or loans); and

(c) after making deductions for superior rents (but not for amortisation) and any disbursementsincluding, if appropriate, expenses of managing the property and allowances to maintain it in acondition to command its rent.’’

The total of current Net Annual Rent receivable is estimated at £19,745,000 (Nineteen Million, SevenHundred and Forty Five Thousand Pounds) per annum at 31 December 2010.

11.3 In our opinion there has been no material change to the values of the Properties since 31 December2010.

12.0 The Properties—Tenure and Categorisation

12.1 The valuation of the Properties allocated by Tenure is shown in the table at Appendix 1. Where thePartnership’s holding is comprised of mixed tenure, the valuation has been apportioned between therespective categories of tenure having regard to the interests held.

12.2 The Properties are categorised by the Company as Investment Properties and Trading Properties inthe case of the The Hayes residential apartments.

13.0 Confidentiality and Disclosure

13.1 We confirm that Knight Frank LLP is appointed by the St Davids Limited Partnership as ExternalValuer, as defined in the RICS Valuation Standards. Knight Frank LLP has continuously fulfilled thisrole since the Partnership was formed, beginning with a valuation in December 2006. Prior to thatKnight Frank LLP had previously undertaken valuations and provided advice to Land Securities Plcin respect of some holdings now included within the Partnership’s assets. We further confirm that, inrelation to Knight Frank LLP’s preceding financial year, the proportion of the total fees paid by theCompany to the total fee income of Knight Frank LLP was less than 5%. We recognise and supportthe RICS Rules of Conduct and have established procedures for identifying conflicts of interest.

13.2 This report may be required to be included in the Letter.

13.3 To the fullest extent permitted by law we do not assume any responsibility and will not accept anyliability to any other person for any loss suffered by any such other person as a result of, arising outof, or in accordance with this report.

Yours faithfully

Peter P S Barnard BSc (Hons) FRICS Graham Spoor BSc (Hons) MRICSPartner, Commercial Valuations Partner, Commercial ValuationsFor and on behalf of For and on behalf ofKnight Frank LLP Knight Frank LLP

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APPENDIX 1St David’s Limited Partnership Freehold Leasehold Total

(£) (£) (£)Market Value at 31 December 2010

Properties Held as Investments:St David’s Shopping Centre (Including St David’s 2,

The Hayes, Town Wall South and 50-54 Queen Street)Cardiff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,500,000 473,000,000 485,500,000

Realisable Value at 31 December 2010

Properties held as Trading Properties:The Hayes Apartments, The Hayes, Cardiff . . . . . . . . . . . 27,500,000 27,500,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £12,500,000 £500,500,000 £513,000,000

Note:

Valuations are of the entirety of the interest in the Properties held by the Partnership and do not therefore represent a valuation ofthe Company’s shares or stake in such properties.

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APPENDIX 2

Properties Held for Investment

Market ValueNet Annual at

Rent 31 DecemberProperty Description, Age and Tenure Terms of Existing Tenancies Receivable 2010

(£) (£)St David’s Centre and The Properties comprise a St Davids 2 is substantially let 19,745,000 485,500,000St Davids 2 substantial regional shopping to a variety of retailersThe Hayes (including centre following the including John Lewis,50-54 Queen Street and completion of the St Davids 2 Debenhams, Hennes &Town Wall South) project which opened in Mauritz, Hollister, Apple, CultCardiff October 2009 incorporating and Republic with over 80 per

the original St David’s centre. cent of anticipated rentalThe St Davids 2 project, income either exchanged or inanchored by a new John solicitors hands. Lease termsLewis department store, typically vary from ten toadded over 100 retail and 15 fifteen years, mainly fromrestaurant units, parking for September 2009, with thearound 2,500 cars, a newly majority incorporating initialbuilt civic library facility. It rent free periods, five yearlyprovides net internal area in upward only market rentexcess of 89,900 sq m reviews and provisions for(967,700 sq ft). turnover rent. The

Department Store is let toThe original St David’s centre John Lewis for a term ofwas built in 1982 and provides 250 years from 2007 subject toover 60 shops including tenant’s break options afterDebenhams and Bhs the 35th year.extending to around 39,670 sqm (427,000 sq ft.) The original St David’s centreRefurbishment works to is let to predominantlyupgrade finishes in the national retailers, on standardoriginal centre were also institutional lease termscompleted in 2009 and Town incorporating five yearlyWall South, which links to upward only rent reviews.St David’s 2, was rebuilt to Leases typically expireinclude an extension of the between 2011 and 2020.Debenhams Department store,a major store unit and 20 unit In Town Wall South, theshops. Department store extension is

let to Debenhams until 203450-54 Queen Street comprises and the major Store Unit toa substantial retail outlet, Dorsman Estates (Peacocks)centrally located with until 2019. Ten shop units arefrontages both to Queen let, mainly for terms of tenStreet (the city’s principal years from 2009/10 and eightshopping thoroughfare) and units are either under offer orthe St David’s centre. It is in negotiation for letting.arranged over seven levels andprovides a total net internal 50-54 Queen Street is let toarea of 8,966 sq m Bhs Limited for a term of(96,510 sq ft). 50 years to 24 June 2035. The

lease, which is drawn onSt David’s Centre: Held standard institutional terms,Leasehold for a term of incorporates five yearly987 years from 22 December upward only rent reviews,1993 from Cardiff City geared to standard sized shopCouncil at a peppercorn rent. units.

St Davids 2: Long Leaseholdfor a term of 250 years from28 March 2007. The initialground rent payable of£878,138 pa is now due to beconverted to a proportionatepercentage of net rents. TheLibrary section is the subjectof a separate headlease of250 years from 5 August 2009at a peppercorn rental.

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Market ValueNet Annual at

Rent 31 DecemberProperty Description, Age and Tenure Terms of Existing Tenancies Receivable 2010

(£) (£)50-54 Queen Street: Partfreehold and part leaseholdfor a term of 150 years from25 December 1981 fromCardiff City Council. Theground rent is subject to fiveyearly upward only reviewsgeared to 18.5% of rentsreceived from 3 and 4⁄5Frederick Street. The currentrent payable is £11,812 perannum.

Two further leaseholdelements known as St David’sWay and Ebenezer Street,both held for 150 years fromDecember 1981 at a fixedpeppercorn. The property alsoincludes a long leaseholdresidential apartment at 27Greyfriars Road, Cardiff.

Properties held as Trading Properties:

RealisableNet Annual Value at

Rent 31 DecemberProperty Description, Age and Tenure Terms of Existing Tenancies Receivable 2010

(£) (£)The Hayes Apartments, The Hayes apartments These are now being offered N/A 27,500,000The Hayes Cardiff comprise some 304 residential for sale on the basis of long

new build units which have leases. Sales have now beenbeen built for sale and are completed on some 103 unitsheld as Trading Properties. (which are thus excluded from

the valuation).

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CAPITAL SHOPPING CENTRES GROUP PLC

NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the adjourned EXTRAORDINARY GENERAL MEETING (the‘‘Adjourned EGM’’) of Capital Shopping Centres Group PLC (the ‘‘Company’’) will be held on 26 January2011 at 4.00 p.m. at One Whitehall Place, London SW1A 2EJ for the purpose of considering and, ifthought fit, passing the following resolution, which will be proposed as an ordinary resolution:

THAT:

the proposed acquisition of the Trafford Centre Group (the ‘‘Acquisition’’) on the terms and subject to theconditions of the Acquisition Agreement (as defined in the combined prospectus and circular of theCompany dated 26 November 2010) be and is hereby approved and the board of directors of the Company(or any duly constituted committee thereof) (the ‘‘Board’’) be authorised to take all such steps as may benecessary or desirable in connection with, and to implement, the Acquisition, and to agree suchamendments to the terms and conditions of the Acquisition, and to any documents or arrangementsrelating thereto, as the Board may in their absolute discretion think fit; and, without prejudice to theexisting authority conferred by Article 5.2 of the Company’s Articles of Association and approved byShareholders at the Annual General Meeting held on 2 June 2010, the Board be generally andunconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 toexercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert anysecurity into shares up to a nominal amount of £112,048,762.50, for the purposes of the AcquisitionAgreement, such authority to expire on 1 July 2011 but so that the Company may make offers and enterinto agreements during the relevant period which would, or might, require shares to be allotted or rights tosubscribe for or to convert any security into shares to be granted after the authority ends.

By Order of the Board

Susan FolgerCompany Secretary

Date: 14 January 2011

Notes:

(1) A member entitled to attend and vote is entitled to appoint one or more proxies to attend and voteinstead of him. A proxy need not be a member of the Company but must attend the meeting torepresent you. If you appoint more than one proxy, each proxy must be appointed to exercise the rightattached to a different share or shares held by you. Completion and return of a Form of Proxy will notprevent Shareholders (or their duly appointed representatives) from attending the Adjourned EGMand voting in person should they wish to do so.

(2) Forms of Proxy submitted in relation to the original Extraordinary General Meeting on 20 December2010 remain valid for the Adjourned EGM. Shareholders who have already appointed a proxy do notneed to take any action, unless they wish to change their proxy or their voting instructions or to confirmoriginal split voting instructions where there has been a subsequent change in shareholding.

(3) Members on the CSC UK Register wishing to appoint a proxy, change their proxy or amend orconfirm their proxy voting instructions can use the web proxy voting service atwww.capitashareportal.com, download Forms of Proxy from the Company’s website at www.capital-shopping-centres.co.uk/investors/shareholder_info/trafford_egm/ or obtain a hard copy version bycontacting Capita Registrars at Capita Registrars Limited, Proxies, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TU or calling Capita Registrars on 0871 664 0300 (calls cost 10p perminute plus network extras; lines are open between 8.30 a.m. and 5.30 p.m. Monday–Friday).Shareholders who are CREST members may also appoint a proxy, change their proxy or change orconfirm their voting instructions by utilising the procedure set out below under the heading ‘‘ForCREST Members Only’’.

(4) Members on the CSC SA Register wishing to appoint a proxy, change their proxy or amend or confirmtheir proxy voting instructions can download Forms of Proxy from the Company’s website atwww.capital-shopping-centres.co.uk/investors/shareholder_info/trafford_egm/ or obtain a hard copyversion by contacting Computershare at Computershare Investor Services (Pty) Limited, Ground

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Floor, 70 Marshall Street, Johannesburg, 2001, South Africa or calling Computershare on+27 (0)11 370 5000.

(5) In order to be valid, a Form of Proxy must be returned by one of the following methods:

• in hard copy form by post, by courier or by hand to the appropriate Company registrar; in the caseof members on the CSC UK Register, to Capita Registrars Limited, Proxies, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom and, in the case of members onthe CSC SA Register, to Computershare Investor Services (Pty) Limited, Ground Floor,70 Marshall Street, Johannesburg, 2001, South Africa (PO Box 61051, Marshalltown, 2107, SouthAfrica); or

• electronically for members on the CSC UK Register through the registrar website:www.capitashareportal.com; or

• for members on the CSC SA Register only, to the South African registrar by fax to+27 (0)11 688 5238 or by email to proxy@computershare.co.za; or

• in the case of CREST members, by utilising the procedure set out below under the heading ‘‘FORCREST MEMBERS ONLY’’; or

• in the case of STRATE members holding their shares through a CSDP or broker, by providing theproxy voting instruction to the CSDP or broker (as applicable).

(6) STRATE members holding their shares through a CSDP or broker must advise their CSDP or brokerif they wish to attend the Adjourned EGM or send a representative to act on their behalf at theAdjourned EGM. Their CSDP or broker will then arrange for issue of the necessary authority toattend or be represented at the Adjourned EGM.

If they do not wish to attend the Adjourned EGM, but wish to cast their votes, they should providetheir CSDP or broker with their voting instructions. In the absence of such instructions, their CSDP orbroker will be obliged to vote in accordance with the instructions contained in the custody agreementmandate between them and their CSDP or broker.

(7) To be valid, proxies must be received no later than 48 hours before the time of the Adjourned EGMor, if the meeting is further adjourned, 48 hours before the time fixed for the adjourned meeting.Where shares are held by a CSDP or broker, proxy voting instructions must be provided in sufficienttime to permit the CSDP or broker to advise the registrar no later than 48 hours before the time ofthe Adjourned EGM or any adjournment thereof. Please contact your CSDP or broker for advice asto any earlier final dates for lodgement. Appointment of a proxy does not preclude a Shareholderfrom attending the Adjourned EGM and voting in person.

(8) The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifiesthat only those Shareholders registered on the register of members of the Company as at 6.00 p.m. onthe day that is two days before the day of the Adjourned EGM shall be entitled to attend and vote atthe aforesaid meeting in respect of the number of shares registered in their name at that time or, if themeeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be).In each case, changes to entries on the register of members after such time shall be disregarded indetermining the rights of any person to attend or vote at the meeting.

(9) The right to appoint a proxy does not apply to persons whose shares are held on their behalf byanother person and who have been nominated to receive communications from the Company inaccordance with Section 146 of the Companies Act 2006 (‘‘nominated persons’’). Nominated personsmay have a right under an agreement with the member who holds the shares on their behalf to beappointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do nothave such a right, or do not wish to exercise it, they may have a right under such an agreement to giveinstructions to the person holding the shares as to the exercise of voting rights.

(10) Holders of ordinary shares are entitled to attend and vote at general meetings of the Company.The total number of issued ordinary shares in the Company excluding treasury shares on 10 January2011, which is the latest practicable date before the publication of this Notice of AdjournedExtraordinary General Meeting, is 691,676,436. On a vote by show of hands every member who ispresent has one vote. On a poll vote every member who is present in person or by proxy has one votefor every ordinary share of which he or she is the holder.

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(11) Any corporation which is a member can appoint one or more corporate representatives to attend ageneral meeting, who may exercise on such corporation’s behalf all of its powers as a memberprovided that they do not do so in relation to the same shares. All corporate representatives shouldbring evidence of their appointment to the Adjourned EGM in the form of a resolution of the relevantcorporation’s board of directors (or other governing body) or other evidence of authority.

(12) Any member attending the meeting has the right to ask questions. The Company must cause to beanswered any such question relating to the business being dealt with at the meeting but no suchanswer need be given if (a) to do so would interfere unduly with preparation for the meeting orinvolve the disclosure of confidential information, (b) the answer has already been given on a websitein the form of an answer to a question, or (c) it is undesirable in the interests of the Company or goodorder of the meeting that the question be answered.

(13) Subject to note 8 above, members may attend, speak and vote at the meeting by presenting themselvesat the above place at the stated time. Doors to the venue open at 3.00 p.m. and members areencouraged to arrive before 4.00 p.m. in order for them to register and be seated by the time theAdjourned EGM is convened. Please allow time for registration and security checks.

(14) A copy of this notice and other information required by Section 311A of the Companies Act 2006 canbe found at www.capital-shopping-centres.co.uk.

For CREST Members Only

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxyappointment service may do so for the Adjourned EGM to be held at 4.00 p.m. on 26 January 2011 and anyadjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST PersonalMembers or other CREST sponsored members, and those CREST members who have appointed a votingservice provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able totake the appropriate action on their behalf. In order for a proxy appointment or instruction made by meansof CREST to be valid, the appropriate CREST message (a ‘‘CREST Proxy Instruction’’) must be properlyauthenticated in accordance with Euroclear UK & Ireland’s (EUI) specifications and must contain theinformation required for such instructions, as described in the CREST Manual (available viawww.euroclear.com/CREST). The message, regardless of whether it relates to the appointment of a proxyor to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by the issuer agent (ID RA10) by the latest time(s) for receipt of proxyappointments specified in this notice of meeting. For this purpose, the time of receipt will be taken to bethe time (as determined by the timestamp applied to the message by the CREST Applications Host) fromwhich the company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribedby CREST. After this time any change of instructions to a proxy appointed through CREST should becommunicated to it by other means. CREST members and, where applicable, their CREST sponsors orvoting service providers should note that EUI does not make available special procedures in CREST forany particular messages. Normal system timings and limitations will therefore apply in relation to the inputof CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if theCREST member is a CREST personal member or sponsored member or has appointed a voting serviceprovider(s)), to procure that his CREST sponsor or voting service provider(s) take(s) such action as shallbe necessary to ensure that a message is transmitted by means of the CREST system by any particular time.In this connection, CREST members and, where applicable, their CREST sponsors or voting serviceproviders are referred, in particular, to those sections of the CREST Manual concerning practicallimitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Merrill Corporation Ltd, London10ZCY49907