IMPORTANT DISCLAIMER

THIS PART OF THE WEBSITE RELATES TO THE PROPOSED RECOMMENDED CASH AND SHARE OFFER FROM NEWRIVER REIT PLC (“NEWRIVER”) FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF CAPITAL & REGIONAL (THE “COMPANY”) (THE “OFFER”).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT THE COMPANY HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER.

ACCESS TO THIS PART OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THE DOCUMENTS IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART. IN PARTICULAR, YOU SHOULD NOT DOWNLOAD, FORWARD, TRANSMIT OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED THEREIN WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE SECURITIES LAWS OR REGULATIONS.

PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO INFORMATION

Please read this notice carefully; it applies to all persons who view this part of the website and, depending on who you are and where you live, it may affect your rights or responsibilities. This part of the Company’s website contains information relating to the proposed Offer (the “Information”). Please note that as the proposed offer for the entire issued and to be issued share capital of the Company (an “Offer”) progresses, the Information as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.

For regulatory reasons, the Company must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view the Information, you must read the following and then press “I AGREE” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I DECLINE” and you will not be able to view the Information.

2. OVERSEAS PERSONS

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction and the availability of the Offer and the distribution of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions.

Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. If you are in any doubt regarding such matters, you should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer, or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this part of the website by clicking on the “I DECLINE” box below and seek independent advice.

To the fullest extent permitted by applicable law, the Company and its directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.

3. NOTICE TO US HOLDERS

The Company’s shareholders ordinarily resident in the United States or with a registered addresses in the United States (and any custodian, nominee or trustee holding Company shares for persons in the United States or with a registered addresses in the United States) (“US Holders”) should note that the Offer relates to the securities of an English company with a listing on the London Stock Exchange’s main market and is proposed to be made by means of a scheme of arrangement  provided for under, and governed by, English company law. Accordingly, the Offer is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved the Information, any of the proposals described in the Information or passed an opinion on the accuracy or the adequacy of the Information.

Financial information included in the Information has been prepared, unless specifically stated otherwise, in accordance with International Financial Reporting Standards and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

A US Holder should be aware that the transactions contemplated herein may have tax consequences for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Holder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Offer.

It may be difficult for US Holders of Company shares to enforce their rights and claims arising out of US federal securities laws since the Company is organised in a country other than the United States and some or all of its officers and directors may be residents of, and some or all of its assets may be located in, jurisdictions other than the United States. US Holders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

4. BASIS OF ACCESS TO INFORMATION

The Information is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to the Information represents and warrants to the Company that they are doing so legally and for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

Company shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Company shareholder you should take no action based on the Information. The Offer will be made solely by means of either a scheme document (as the Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the ”Act“)) or an offer document (if the Offer is to be implemented by way of a takeover offer pursuant to Part 28 of the Act), which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any action required by Company shareholders in connection with an Offer will only be set out in documents sent to or made available to Company shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Company.

5. FORWARD-LOOKING STATEMENTS

Some of the Information may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements.

These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of the Company and the offeror about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.

Such forward-looking statements include statements about the expected effects of the Offer on the Company or the offeror and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company or the offeror. Neither the Company nor any of its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the Information (whether as a result of new information, future events or otherwise) except as required by applicable law.

6. RESPONSIBILITY

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

Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law, the Company expressly disclaims any obligation to disseminate, after the date of the posting of Information, any updates or revisions to any statements in such Information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of the Company or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about this part of the website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

THE INFORMATION MAY NOT BE FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON, EITHER IN WHOLE OR IN PART. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO THE COMPANY THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

7. GOVERNING LAW

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

8. CONFIRMATION OF UNDERSTANDING AND AGREEMENT TO DISCLAIMER

In order to view the material on this part of the website, by clicking on “I Agree” below, you confirm and agree that,

• You have read and understood the disclaimer set out above.
• You represent and warrant to the Company that you intend to access this part of the website for information purposes only, that you have read and understood this notice and that you understand that accessing this part of the website may affect your rights or responsibilities. You agree to be bound by these terms.
• You confirm that you are permitted to proceed to this part of the website and that you are not (nor do you act on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict you from viewing the information contained in this part of the website and you are not resident in any jurisdiction or country that renders the accessing of this part of the website or parts thereof illegal.
• You agree that you will not print, download, or otherwise seek to copy, mail, forward, transmit, transfer, distribute or send (directly or indirectly) any documents included in this part of the website either in whole or in part to any person at any time.

If you are not able to give these confirmations, you should click on I DECLINE below.