La posición institucional de las Confederaciones en el sistema

The following summarises certain provisions of the Articles of Association of the Guarantor (the “Articles”). This summary does not purport to be a complete description of the Articles.

1 Share capital

As at the date of this Listing Particulars, the Guarantor‘s issued share capital is £434,236,500.50 comprising 868,473,001 ordinary shares of 50 pence each in the Guarantor, each credited as fully paid.

The Guarantor’s shares are listed in both London and Johannesburg and have been issued in both certificated and uncertificated form. The Guarantor’s registrar is Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, UK. A South African branch register is maintained by Computershare Investor Services (pty) Ltd, 70 Marshall Street, Johannesburg 2001, South Africa.

The ISIN number for the Ordinary Shares is GB0006834344. Information relating to the Ordinary Shares and the past performance and volatility of the Ordinary Shares can be obtained at www.capital-shopping- centres.co.uk. Any information contained on this website shall not form part of this Listing Particulars unless expressly incorporated herein.

2 Voting rights

When a shareholder is entitled to attend a meeting and vote, whether in person or by proxy, he has only one vote on a show of hands. On a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed (i) by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or (ii) by one or more of those members to vote either for or against the resolution and by one or more other of those members to use his discretion as to how to vote. Where there is a poll, a shareholder who is present in person or by proxy and who is entitled to be present and to vote has one vote for every share which he holds. This is subject to any special rights or restrictions which are given to any shares or class of shares by, or in accordance with, the Articles.

A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote.

3 Shareholders’ meetings

An annual general meeting shall be held in each period of six months beginning with the day following the Guarantor’s accounting reference date, at such place or places, date and time as may be decided by the directors of the Guarantor (the “Directors”).

The Directors may, whenever they think fit, call a general meeting. The Directors are required to call a general meeting once the Guarantor has received requests from its members to do so in accordance with the Companies Act 2006.

Notice of general meetings shall include all information required to be included by the Companies Act 2006 and shall be given to all members other than those members who are not entitled to receive such notices from the Guarantor under the provisions of the Articles. The Guarantor may determine that only those persons entered on the Register at the close of business on a day decided by the Guarantor, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.

4 Restrictions where notice under Section 793 of the Companies Act 2006 not complied with

If any person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act 2006) has been duly served with a notice under Section 793 of the Companies Act 2006 (which confers upon public companies the power to require information as to interests in its voting shares) and is in default for a period of 14 days in supplying to the Guarantor the information required by that notice:

(i) the holder of those shares shall not be entitled to attend or vote (in person or by proxy) at any shareholders’ meeting, unless the Directors otherwise determine; and

(ii) the Directors may in their absolute discretion, where those shares represent 0.25 per cent. or more of the issued shares of a relevant class, by notice to the holder direct that:

(a) any dividend or part of a dividend or other money which would otherwise be payable on the shares will be retained by the Guarantor without any liability for interest; and/or

(b) the shareholder will not be entitled to elect to receive shares in place of dividends withheld; and/or

(c) (with various exceptions set out in the Articles) transfers of the shares will not be registered.

5 Attendance at shareholders’ meetings and proxies

The appointment of proxies must be in writing and signed by the appointing shareholder or his duly appointed attorney if the shareholder is an individual or otherwise validly executed in accordance with the Articles if the appointing shareholder is a company. A proxy form can be in any form which is commonly used or has been approved by the Directors and must be delivered to the Guarantor, in accordance with the Articles, at least 48 hours before a meeting or adjourned meeting or 24 hours before a poll is taken if the poll is taken more than 48 hours after it was demanded. The Directors may allow a proxy for a holder of shares in uncertificated form to be appointed by electronic means in the form of an uncertificated proxy instruction.

6 Quorum

The quorum for all general meetings is three people who are entitled to vote. They can be personally present or proxies for shareholders or a combination of shareholders and proxies. If in relation to a general meeting a quorum is not present within five minutes of the time fixed for the general meeting to start or within any longer period which the chairman may decide on or if at any time during the meeting a quorum ceases to be present, the meeting will be dissolved if called by shareholders. Any other meeting will be adjourned to any day, time and place stated in the notice of meeting. If the notice does not provide for this, the meeting is adjourned to a day, time and place decided on by the chairman, provided that the adjourned meeting shall be held not less than 10 clear days after the original general meeting.

7 Votes required for shareholder action

A simple majority of shareholders may pass an ordinary resolution. To pass a special resolution, a majority of not less than three-quarters of the members entitled to vote at the meeting is required.

8 Variation of rights and alteration of capital

If the Guarantor ‘s share capital is split into different classes of share, and if the relevant legislation allows this, the special rights which are attached to any of these classes can be varied or abrogated if this is approved by a special resolution passed at a separate meeting of the holders of the relevant class of shares or with the written consent of holders of at least three quarters of the existing shares of the class (by nominal value). The special rights of a class of shares can be varied or abrogated while the Guarantor is a going concern, or while the Guarantor is being wound up, or if winding-up is being considered.

All the Articles relating to general meetings apply, with any necessary changes, to a class meeting, but with the following adjustments: (i) at least two people who hold (or who act as proxies for) at least one-third of the total nominal value of the existing shares of the class are a quorum, however, if this quorum is not present at an adjourned meeting, one person who holds shares of the class, or his proxy, is a quorum; (ii) anybody who is personally present, or who is represented by a proxy, can demand a poll; (iii) on a poll, the holders of shares will have one vote for every share of the class which they hold; and/or (iv) if a meeting is adjourned for any reason including a lack of quorum, the adjourned meeting may be held less than 10 clear days after the original meeting notwithstanding the provisions relating to lack of quorum.

This section also applies to the variation or abrogation of special rights of shares forming part of a class. Each part of the class which is being treated differently is viewed as a separate class in operating this section.

9 Dividends and other distributions

The shareholders can declare dividends by ordinary resolution. No such dividend can exceed the amount recommended by the Directors.

If the Directors consider that the profits of the Guarantor justify such payments, they can (i) pay the fixed dividends on any class of shares carrying a fixed dividend on the dates prescribed for the payment of those dividends; and (ii) pay interim dividends on shares of any class of any amounts and on any dates and for any period which they decide.

No dividend can be paid otherwise than out of profits available for distribution under the Companies Acts (as defined in Section 2 of the Companies Act 2006 of the UK, as amended), the CREST Regulations and all other laws and regulations applying to the Guarantor.

All dividends will be divided and paid in proportions based on the amounts which have been paid up on the shares during the period for which the dividend is paid. Sums which have been paid up in advance of calls do not count as paid up for this purpose, but if the rights of any share say that it will be entitled to a dividend as if it were a fully paid-up, or partly paid-up, share from a particular date (in the past or the future), it will be entitled to a dividend on that basis. This provision applies unless the rights attached to any shares, or the terms of any shares, say otherwise.

Unless the rights attached to any shares, or the terms of any shares, or the Articles say otherwise, a dividend, or any other money payable in respect of a share, can be paid in whatever currency the Directors decide, using an appropriate exchange rate selected by the Directors for any currency conversions which are required. The Directors can offer ordinary shareholders the right to choose to receive extra ordinary shares, which are credited as fully paid up, instead of some or all of their cash dividends. Before they can do this, the Guarantor’s shareholders must have passed an ordinary resolution authorising the Directors to make this offer. If a dividend has not been claimed for six years after the passing of the resolution for payment of that dividend, it will be forfeited and belong to the Guarantor.

10 Financial statements and other communications with shareholders

Copies of every balance sheet and profit and loss account to be laid before the Guarantor’s shareholders at a general meeting (and any other document which is required by the relevant legislation to be attached to these) must be sent to the shareholders and debenture holders and all other people to whom the Articles, or relevant legislation, require the Issuer to send them, at least 21 days before the relevant general meeting. The Guarantor need not send these documents to:

(i) shareholders who are sent summary financial statements in accordance with the relevant legislation; (ii) more than one joint holder of shares or debentures; or

(iii) any person for whom the Guarantor does not have a current postal address.

Shareholders or debenture holders who are not sent copies can receive a copy free of charge by applying to the Guarantor at the registered office of the Guarantor.

Save where the Articles expressly require otherwise, any notice, document or information to be sent or supplied by the Guarantor may be sent or supplied in accordance with Schedule 5 to the Companies Act 2006 (Company Communication Provisions) in hard copy or electronic form including by means of a website.

11 Changes in share capital

The provisions of the Articles governing the conditions under which the Guarantor may alter its share capital are no more stringent than the conditions imposed by the Companies Act 2006.

12 Pre-emption rights

Under UK law, if the Guarantor issues specific kinds of additional securities for cash, current shareholders will have pre-emption rights to those securities on a pro rata basis. Pre-emption rights may be transferable during the subscription period depending on the nature of the particular offering.

The shareholders may, by way of a special resolution, grant authority to the Directors to allot shares as if the pre-emption rights did not apply. This authority may be either specific or general and may not exceed a period of five years. If the Directors wish to seek authority to disapply the pre-emption rights, the Directors must produce a statement that is circulated to shareholders detailing their reasons for seeking the disapplication of such pre-emption rights.

The pre-emption rights attaching to the Ordinary Shares do not apply to any allotments in respect of a rights issue or certain other pre-emptive offerings where Ordinary Shares are allotted pursuant to the Directors’ authority to allot set out in the Articles.

13 Disclosure of holdings exceeding certain percentages

The Disclosure and Transparency Rules require shareholders to notify the Guarantor if the voting rights held by such shareholder (including by way of a certain financial instrument) reaches, exceeds or falls below 3 per cent., 4 per cent., 5 per cent., 6 per cent., 7 per cent., 8 per cent., 9 per cent., 10 per cent. and each 1 per cent. threshold thereafter up to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in the Guarantor may be disregarded.

14 Purchase of the Issuer’s shares by the Guarantor

Subject to UK law, and to any rights conferred on the holders of any class of shares and to any requirements imposed by the London Stock Exchange, the Issuer may purchase any of its own shares.

15 Lien and forfeiture

The Issuer has a lien on every partly paid share for all amounts payable to the Guarantor in respect of that share, such lien having priority over claims of others to the shares. The Directors may call any monies unpaid on shares and may sell or dispose of Shares on which calls or amounts payable under the terms of issues are not duly paid.

16 Ownership of Shares by non-UK persons

There are no provisions in the Articles that restrict non-resident or foreign shareholders from holding Ordinary Shares or from exercising voting rights attaching to Ordinary Shares.

The Directors may, from time to time, set aside any profits of the Guarantor and carry to reserve such sums. The Directors can decide to use these sums for any purpose for which the profits of the Guarantor can lawfully be used and pending such application may either be employed in the business of the Guarantor or be invested. The Directors may divide the reserve into such separate funds for special purposes and alter the funds into which the reserve may have been divided. The Directors may also, without placing the same to reserve, carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of relevant legislation.

18 Transfer of shares

Shares may be held in either certificated or uncertificated form.

Shares held in certificated form are evidenced by a certificate and a register of shareholders is maintained by the Guarantor’s registrar. Any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or a form approved by the Directors.

Title to certificated shares is evidenced by entry in the register of the Guarantor’s members. The Directors can refuse to register a transfer of any certificated shares which are not fully paid up. The Directors may decline to register any transfer of a fully paid-up certificated share unless:

(i) the instrument of transfer is lodged at the specified place and accompanied by the certificate for the shares to which it relates;

(ii) the instrument of transfer is in respect of only one class of share; and

(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

Ordinary Shares held in uncertificated form on the register of members of the Guarantor in the UK are held through CREST (the computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear). Ordinary Shares held in uncertificated form on the branch register of members of the company in South Africa are held through STRATE.

Subject to any applicable restrictions in the Articles, any member may transfer all or any of his uncertificated shares by means of a relevant system in the manner provided for in the CREST Regulations and the rules of the relevant system.

The Directors may decline to register the transfer of an uncertificated share in accordance with the CREST Regulations, and, in the case of jointly held shares, where the share is to be transferred to more than four joint holders.

19 Borrowing powers

Subject to the provision of the laws, the board of Directors may exercise all the powers of the Guarantor to borrow money and mortgage or charge all or part of its undertaking, property (present or future) and uncalled capital and to issue debentures and other securities, and to give security whether outright or as collateral security for any debt, liability or obligation of the Guarantor or of any third party.

20 Directors

The Directors shall manage the business of the Guarantor and may exercise all powers of the Guarantor other than those that are required by the Companies Act 2006 or by the Articles to be exercised by the Guarantor at the general meeting.

The minimum number of Directors (excluding alternate Directors) is four and the maximum number is 20. There is no age limit for Directors. Directors are not required to hold any shares in the Guarantor.

Excluding executive remuneration and any other entitlement to remuneration for extra services (including service on board committees) under the Articles, Directors can decide the amount, timing and manner of payment of the fees of the Directors but the aggregate fees paid to all Directors shall not exceed £750,000 per annum or such amount as may be approved by an ordinary resolution of the Guarantor. Each Director is entitled to reimbursement for all reasonable expenses properly incurred by the Director in or about the performance of the Director’s duties.

Subject to the provisions of the Articles, the Directors may meet for the despatch of business and adjourn and