IRREVOCABLE UNDERTAKING

To: Hammerson plc

Kings Place

90 York Way

London

N1 9GE

From: Crescent Holding GmbH

Opemring 1, Stiege R, top Nr. 709-714

1010 venna

l December 2017

Dear Sir or Madam

Proposed acqulsitlon of intu Properties plc ("intu") by Hammerson plc ("Hammerson")

1. We refer to the proposed acquisition of intu by Hammerson (which expression shall includesuch subsidiary undertaking of Hammerson as it may nominate to make the proposedacquisition) (the "Offer") on substantially the terms and subject to the pre-conditions andconditions set out in the draft RIS announcement set out in Schedule 1 to this Deed (the"RIS Announcement"), together with such additional terms and conditions as may berequired to comply with the City Code on Takeovers and Mergers (the "Code") and anyother applicable law or regulation.

2. We confirm that we are interested in ordinary shares of £0.50 each in the capital of intu asspecified in paragraph 8(a) and Schedule 2 of this letter (the "intu Shares", suchexpression to include all ordinary shares of intu of which we, or our subsidiaries, becomethe registered or beneficial owner or are othervvise interested in after the execution of thisundertaking}. References to interests in the shares or being interested in the shares in thisundertaking shall be interpreted in accordance with the definition of "interests in securities"within the Code as interpreted and applied by the Panel on Takeovers and Mergers (the"Panel").

3. We note that the Offer will be implemented by way of a scheme of arrangement under Part26 of the Companies Act 2006 (the "Companies AcY') substantially on the terms andsubject to the conditions of the RIS Announcement (the "Scheme"), or by way of acontractual offer to acquire all of the ordinary shares not already owned by Hammerson (a"Takeover Offer").

4. This deed of irrevocable undertaking (the "Deed") sets out the terms on which weundertake to exercise or procure the exercise of the voting rights attaching to the intuShares in favour of any resolutions to approve the Scheme and the Offer, and any relatedmatters, proposed at any general or class meeting of intu shareholders (the "GeneralMeeting") and any meeting convened by the Court (the "Court Meeting"), to be convenedand held in connection with the Scheme or the Offer, or at any adjournment to suchmeeting (the "intu Resolutions").

5. All references in this Deed to the "Offer" shall include any revision or variation in the termsof the offer, provided that any such revision or variation is on no less favourable terms to

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intu's shareholders, and the terms of this Deed shall apply to any such revised or variedOffer.

We warrant to you that:

(a) we are the beneficial owners of the intu Shares set out against our name inSchedule 2 and we hold the beneficial interest in the intu Shares free of anyencumbrances or third party rights of any kind whatsoever and that none of theintu Shares is subject to any contract, assignment, charge, option or otherdisposition or restriction whatsoever;

(b) other than in respect of the number of intu Shares set out in Schedule 2, we donot, and nor do any of our subsidiary undertakings, have any interest in anysecurities of intu or Hammerson, or any rights to subscribe for, purchase orotherwise acquire any such securities, or any short positions (within the meaningset out in the Code) in any such securities; and

(c) we have full power and authority to: (i) enter into this undertaking; and (ii) performthe obligations in this undertaking in accordance with its terms (including withoutlimitation to exercise (or procure the exercise ofl the voting rights attaching to theintu Shares in favour of the Offer pursuant to paragraphs 7 and 8 below (asapplicable) or to accept or procure the acceptance of the Offer and to transfer orprocure the transfer of the intu Shares).

Undertakings in respect of intu Shares

We irrevocably and unconditionally undertake to you that unless and until this Deedterminates we shall or shall procure the registered holder of such intu Shares shall:

(a) exercise all voting rights attaching to such intu Shares to vote in favour of all ofthe intu Resolutions;

(b) complete a form or forms of proxy (in accordance with the instructions set out inthe scheme circular or takeover offer document containing the terms andconditions of the Offer, (the "Offer Document")) appointing any personnominated by Hammerson to attend and vote at any General Meeting or CourtMeeting in respect of the intu Resolutions (by no later than 3.30 p.m. on theseventh business day after the despatch of the Offer Document) and, in the caseof (ntu Shares in respect of which we, or any of our subsidiary undertakings,become the registered or beneficial owner or become othervvise interested inafter the date of the Offer Document but prior to the deadline for submission offorms of proxy set out in the Offer Document, not later than 3.30 p.m. on the fifthbusiness day after we, or any of our subsidiary undertakings, become theregistered holder or beneficial owner or become othervvise interested in such intuShares or in each case if earlier, not later than 3.30 p.m. on the business dayprior to the deadline for submission of forms of pro~ry set out in the OfferDocument or in the case of any intu Shares which we, or any of our subsidiaryundertakings, become the registered holder or beneficial owner or becomeotherwise interested in after 3.30 p.m. on the business day prior to the deadlinefor submission of forms of pro~ry set out in the Offer Document but prior to thedeadline for submission of forms of proxy set out in the Offer Document,immediately on us or our subsidiary undertaking becoming the registered holderor beneficial owner or becoming otherwise interested in such intu Shares.

Further, from the time Hammerson releases the RIS Announcement to the time thisundertaking is terminated we shall:

(a) exercise or procure the exercise of the voting rights attached to such intu Shareson a Relevant intu Resolution (as defined in paragraph 9 below) only inaccordance with Hammerson's written directions;

(b) exercise or procure the exercise of the rights attaching to such intu Shares torequisition or join in requisitioning any general or class meeting of into pursuant tosection 303 of the Companies Act for the purposes of considering a Relevant into

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Resolution and to require intu to give notice of such resolution pursuant to section338 of the Companies Act onty in accordance with Hammerson's writtendirections; and

(c) for the purposes of voting on a Relevant intu Resolution, execute or procure thatthe registered holder of such intu Shares executes any form of proxy required byHammerson appointing any person nominated by Hammerson to attend and voteat the relevant general or class meeting of intu (and shall not revoke the terms ofany such proxy whether in writing, by attendance or othervvise) by not later than3.30 p.m. on the business day prior to the deadline for submissions of forms ofproxy.

A "Relevant intu Resolution" means:

{a) a resolution (whether or not amended) proposed at a general or class meeting ofintu, or at an adjourned meeting, the passing of which is required to Implementthe Offer (including, for the avoidance of doubt, any resolutions required inconnection with the implementation of any remedies required to obtain regulatoryapprovals) or which, if passed, might result in any condition of the Offer not beingfulfilled or the Offer not being implemented in accordance with the terms set outin the RIS Announcement or which might impede or frustrate the Offer (or anypart thereof in any way (including, for the avoidance of doubt, any resolution toapprove any scheme of arrangement or other transaction in relation to intu whichis proposed in competition with the Offer) or which is to approve a matter for thepurposes of Rule 21 of the Code;

(b) a resolution to adjourn a general or class meeting of intu whose businessincludes the consideration of a resolution falling within paragraph 9(a); or

(c) a resolution to amend a resolution falling within paragraph 9(a) or paragraph 9(b).

10. Unless and until this Deed terminates, we irrevocably and unconditionally undertake to youthat we shall not and (as applicable) procure that each beneficial holder or registeredholder shah not:

(a) sell or transfer or otherwise dispose of or charge, pledge or otherwise encumberor grant any option or other right over or othervvise deal with any or all of the intuShares or any interest in all or any thereof (in each case otherwise than pursuantto the implementation of the Offer in accordance with the terms of the Offer);

(b) exercise any right to convert or reciassiry any intu Share into another class ortype of security interest in intu or take any other step in relation to any interest inany securities in intu which is inconsistent with the implementation of the Offer inaccordance with the RIS Announcement;

(c) accept or undertake to accept any other offer in respect of all or any of the intuShares (other than the Offer), whether conditionally or unconditionally (bywhatever means the same is to be implemented);

(d) revoke or amend any pro~ry refeRed to in paragraphs 7 or 8 above or, save asrequired pursuant to paragraph 10(c), submit new forms of pro~ry voting againstany or all of the Intu Resolutions;

(e) acquire shares or interests in any relevant securities of intu or exercise any rights{including options) to acquire shares in or interests in any relevant securities ofintu without prior written confirmation from the Panel to Hammerson that thePanel does not consider us to be acting in concert with Hammerson; or

(~ (otherwise than pursuant to the Offer) enter into any agreement or arrangementwith any person, whether conditionally or unconditionally or incur any obligation:

{i) to do all or any of the acts referred to in this paragraph 10;

(ii) in relation to or operating by reference to, any intu Shares; or

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(iii) which, in relation to intu Shares, would or might reasonably be expectedto:

(1j restrict or impede the registered holder of the intu Shares fromvoting in favour of the Scheme;

{2) restrict or impede us from acting in accordance with thisundertaking; or

(3) otherwise frustrate the Offer or any part thereof,

and for the avoidance of doubt, references in this paragraph 10(~ to anyagreement, arrangement, obligation or indication of intent includes anyagreement, arrangement, obligation or indication of intent whether or not legallybinding or subject to any condition or which is to take effect if the Offer lapses oris withdrawn or if this undertaking ceases to be binding or following any otherevent.

11. In the event that the Offer proceeds by way of a Takeover Offer, all the obligations andprovisions set out in this letter relating to the Offer should be read as obligations andprovisions to accept the Takeover Offer and we will complete any such actions as may bereasonably necessary under this letter in respect of such Takeover Offer including, if sodesired by Hammerson, entering into a replacement letter of undertaking giving effect tosuch provisions in a form specific to the requirements of a Takeover Offer but which shallotherwise be on substantially the same terms as those set out in this letter and upon suchletter of undertaking becoming effective this letter shall lapse and be of no further effect.

Termination

12. Without preJudice to paragraph 71 above, this Deed shall automatically terminate, and all ofthe obligations and restrictions hereunder shall lapse and cease to have any effect on thedate the OKer becomes effective (in the case of its implementation by way of a Scheme} orbecomes or is declared unconditional in all respects (in the case of its implementation byway of a Takeover OKer), or prior to that date if.

(a) the RIS Announcement is not issued by 11:59 p.m. (UK time) on 8 December2017, or such later date as may be agreed in writing by intu and Hammerson (notbeing later than 11.59 p.m. (UK time) on 15 December 201 ; or

(b) the Scheme does not become effective on or before 31 October 2018, providedthat the reason is not because the Hammerson has elected to proceed by way ofa Takeover Offer rather than by way of a Scheme; or

(c) Hammerson proceeds with the Offer by way of a Takeover Offer and theTakeover Offer does not become wholly unconditional on or before 31 October2018; or

(d) Hammerson announces that it does not intend to make or proceed with the Offer(or the Offer lapses or is otherwise withdrawn) and no new replacement schemeor Takeover Offer is announced by Hammerson.

13. T'he provisions of this Deed shall terminate In accordance with paragraph 12 above, savein respect of any antecedent breach of the terms of this Deed by us.

Confirmations

14. We are aware of the criminal offence of insider dealing contained in Part V of the CriminalJustice Act 1993 and the civil offences of market abuse contained in the Market AbuseRegulation (2014/596/EU), in particular the prohibition on insider dealing and uniawtuldisclosure of inside information, and we shall not:

(a) deal or attempt to deal in any securities or other financial instruments while inpossession of any inside Information, relating to those securities or other financialinstruments, which is disclosed to us in connection with this undertaking or theOffer; or

11148669520 3

(b) unlawfully disclose any inside information which is disclosed to me/us inconnection with this undertaking or the Offer

until after such information is made generally available.

15. We confirm that in retati~n to the execution of this Deed we are not a client of DeutscheBank, J.P. Morgan Cazenove or Lazard for the purposes of the rules of the FinancialConduct Authority and that accordingly none of Deutsche Bank, J.P. Morgan Cazenove orLazard are acting for us nor responsible to us for providing protections afforded to itsclients or advising us in relation to this Deed or the Offer.

16. Without prejudice to paragraph 12 above, we agree to promptly notify you and the Panel ifwe become aware that we are no longer able to comply with the terms of this Deed or nolonger intend to do so in accordance with Rule 2,10(c) of the Code.

17. We consent to the Issue of an RIS announcement incorporating a reference to us and tothis Deed in the terms set out in the RIS Mnouncement, subject to any amendmentsthereto that may be approved by us. We understand and agree that, in accordance with theCode, particulars of this Deed and of our shareholding in intu will need to be publiclydisclosed in the RIS Mnouncement and the Offer Document and that a copy of this Deedwill be available for inspection in accordance with Rule 26.2(a) of the Code ftom the time ofissuance of the RIS Announcement.

18. We shall promptly give you all information relating to us and our subsidiary undertakings,including details of our interests and dealings in securities of Hammerson and intu as youmay reasonably require fn relation to:

(a) the preparation of the Offer Document and any other announcement to be made,or docume►rt to be issued, by or on behalf of Hammerson in connection with theScheme or the Offer in order to comply with the requirements of the Code, thePanes, the Companies Act, the UK Listing Authority, the London Stock Exchange orthe JSE Limited or any other legal or regulatory requirement or body;

{b) the implementation of the Offer (including steps required in relation to obtainingany regulatory clearances); and

(c) any request or question from the Panel,and, in each case, we shall notify you in writing of any change in the accuracy of anyinformation previously given to you as soon as reasonably practicable following usbecoming aware of the same.

19. Subject to and save to the extent required by the Code or by applicable law or by theregulations of any stock exchange or regulatory authority to which we or intu is subject, weundertake to you that we shall keep confidential and shall not disclose to any personwhatever (other than intu and Its officers, employees, advisers and agents) the possibility,terms and conditions of the Offer and the existence and terms of this undertaking until theRIS Announcement is released.

General20. We agree that damages may not be an adequate remedy for breach of this Deed and

accordingly you shall be entitled to seek the remedies of specific pertormance or injunctiverelief in respect of any such breach.

21. My time, date or period mentioned in this undertaking may be extended by mutualagreement but as regards any time, date or period originally fixed or as extended, timeshall be of the essence.

22. We agree that any delay by you in exercising, or failing to exercise, any right or remedyunder this Deed shall not constitute a waiver of such right or remedy. We agree that yourrights and remedies under this Deed are cumulative and not exclusive of any rights orremedies provided bylaw.

23. We hereby acknowledge Hammerson shall not be obliged to proceed with the Scheme orthe Offer.

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24. If any provision of this Deed is held to be invalid or unenforceable, then such provisionshall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not tobe included in this Deed, but without invalidating any of the remaining provisions.

25. This Deed contains the whole agreement between Hammerson and us relating to thesubject matter of this undertaking at the date hereof to the exclusion of any terms impliedby law which may be excluded by contract.

26. No amendment or variation will be made to this Deed unless signed in writing by you andus.

27. We hereby submit to the exclusive Jurisdiction of the English courts as regards any claim ormatter arising in relation to this Deed (Including a dispute relating to any non-contractualobligations arising out of or in connection with this undertaking). This Deed is governed by,and will be construed in accordance with, English law.

This Undertaking has been executed as a Deed and (s delivered on the date shown above.

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~. ,

Executed as a Deed by

CRESCENT HOLDING GMBH,

a company incorporated in Austria,

acting by ... ~~.A.c~lYh....~cx~`~ix1~- -

and ......~~~c.~~ ~sC~ ... ~l w.~:c~ o~,who, in accordance wilh the lewa of that

tertitory, are ailing under the authority of

the Company

(Signet e of authorised person)

u ed person)

SCHEDULEI

RIS ANNOUNCEMENT

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SCHEDULE 2

INTO SHARES

Number of Shares Gass of Shares Bensiicl~l OwneN Reg{stered Holde►(s}controller

35,454,064 Ordinary shares of 50 Crescent Holding GmbH Crescent Holding GmbHpence each

11/48689520 3