2023 Annual Report

www.shaftesburycapital.com

Shaftesbury Capital PLC is a Real Estate Investment Trust which invests in

London’s West End including Covent Garden, Carnaby, Soho, Chinatown and

Fitzrovia. Our portfolio extends to 2.9 million square feet of lettable space

spanning the most vibrant areas of the London’s West End.

Strategic report

2 Landmark year

4 Our portfolio

6 Why we invest in London’s West End

8 Our competitive strengths

10 Chief Executive’s statement

14 Our strategy and business model

16 Measuring performance

18 Portfolio and operating review

40 Stakeholder engagement

46 People and culture

48 Financial review

59 Principal risks and uncertainties

66 Task Force on Climate-related financial disclosures

75 Viability statement

77 Non-financial and sustainability information

statement

78 Sustainability

92 Health, safety, security and well-being

Corporate Governance

96 Board of Directors

100 Chairman’s introduction

104 The role of the Board and its Committees

106 Principal Board activities

108 Section 172(1) statement

112 Division of responsibilities

114 Composition, succession and evaluation

115 Nomination Committee report

119 Audit Committee report

125 ESC Committee report

127 Directors’ remuneration report

153 Directors’ report

Financial statements

156 Directors’ responsibilities

157 Independent auditors’ report

165 Financial statements

169 Notes to the financial statements

Additional information

214 Alternative performance measures

215 Pro forma information

219 EPRA measures

223 Analysis of property portfolio

224 Historical record

225 Board and advisers

226 Dividends

227 Glossary

Presentation of information

The all-share merger of Capital & Counties Properties PLC (“Capco”) and

Shaftesbury PLC to create Shaftesbury Capital PLC (“Shaftesbury Capital”)

completed on 6 March 2023. The financial information included within the

annual results presents the results of Shaftesbury Capital with the consolidated

income statement reflecting the standalone performance of Capco for the

period 1 January 2023 to 6 March 2023 and the performance of the merged

business, Shaftesbury Capital, between that date and 31 December 2023.

The31December 2023 balance sheet reflects the position of the combined

Group as at 31 December 2023. The 2022 comparative information relates

toCapco only.

Pro forma information has been included for certain metrics primarily on the

balance sheet to provide relevant comparative information. More information

onpro forma data, and reconciliation to reported numbers, is included on page

215. Where pro forma information has been included within the results this is

noted as pro forma.

Financial returns

Diverse mixed-use portfolio

Total property return

+2.2%

Total accounting return

+5.8%

Total shareholder return

+33.1%

At a glance

Our purpose

Investing to create thriving destinations in London’s West End where people enjoy visiting,

working and living.

A responsible forward-looking approach

Financial strength

Net debt

£1.5bn

EPRA NTA

£3.5bn

EPRA LTV

31%

EPRA NTA per share

190p

Liquidity

£486m

Financial performance

L-f-L annualised gross income

+10.4%

Underlying earnings per share

3.7p

Dividend per share

3.15p

18%

34%

14%

16%

38%

34%

12%

21%

35%

33%

11%

£4.8bn £193m £237m

Retail

Hospitality and leisure

Office

Residential

Valuation Annualised gross income ERV

― Future proofing our heritage buildings

― Committed to minimising the impact of our operations

ontheenvironment

― Committed to Net Zero Carbon by 2030

― Strong record of supporting community-led initiatives and

charities in the West End

Property valuation

£4.8bn

1. Growth versus pro forma 2022

See page 16 to 17 and 214 where we discuss

our alternative performance measures.

1Shaftesbury Capital PLC | 2023 Annual Report

The leading central London

mixed-use REIT

A landmark year

1. Assuming stable cap rates

Delivering on strategy

― Excellent momentum with positive operating metrics

across the business

― Customer sales are tracking 10 per cent L-f-L ahead

of2022 levels

― Annualised gross income increased 10.4 per cent

L-f-Lto £193 million

― Cost savings well above our initial ambitions

― Valuation movement –0.8 per cent L-f-L in 2023

― ERV increased by 6.9 per cent L-f-L to £237 million

― 526 leasing transactions completed with a total value

of£37.0 million, 10.0 per cent ahead of Dec 2022 ERV

― High occupancy, 2.1 per cent available to let

― Active asset rotation; sale of eight properties for £145

million completed to date, 8 per cent ahead of valuation

― Successful completion of refinancing of £550 million

ofdebt

― Combined 2030 Net Zero Carbon pathway published

Medium-term priorities

Deliver growth in rents, earnings and dividends

Realise the long-term potential of our assets

Accelerate cost savings and operating efficiencies

Accretive investment into our portfolio

Active asset rotation through capital recycling

Maintain a strong balance sheet with access

toliquidity

Deliver on our environmental commitments and

support our local communities and stakeholders

Be a good partner for our people, customers

andstakeholders

Medium-term targets

Strategic Report | Landmark year

In March 2023, the merger of Capco and Shaftesbury PLC completed, creating Shaftesbury Capital PLC, the leading central London

mixed-use REIT with an irreplaceable portfolio of approximately 660 buildings in the heart of the West End.

Our property portfolio extends to 2.9 million square feet of lettable space across the most vibrant areas of London’s West End.

With a diverse mix of shops, restaurants, cafés, bars, offices and residential homes, our destinations include the high footfall, thriving

neighbourhoods of Covent Garden, Carnaby, Soho and Chinatown, together with holdings in Fitzrovia.

Take a responsible,

long-term view

Act with integrity Take a creative

approach

Listen and

collaborate

Make a difference

Underpinned by our talented team and dynamic culture

Our values are fundamental to our behaviour, decision-making and delivery on purpose and strategy

5-7%

ERV growth

7-9%

Total property

return

8-10%

Total accounting

return

2 Shaftesbury Capital PLC | 2023 Annual Report

“With our ambitious and talented

team,Shaftesbury Capital is

positioned to deliver long-term

totalreturns as the leading central

London mixed-use REIT.”

Ian Hawksworth

Chief Executive

”Our purpose, values, good

governance and the strength of

ourteam underpin our approach

topromote the long-term success

ofthe Group.”

Jonathan Nicholls

Chairman

London’s West End

3Shaftesbury Capital PLC | 2023 Annual Report

Impossible

toreplicate

portfolio in the

heart of London’s

West End

c. 660

Buildings

c. 2,000

Lettable units

2.9m sq ft

Lettable space

£4.8bn

Portfolio valuation

Strategic Report | Our portfolio

34%

Hospitality

&leisure

18%

Office

14%

Residential

34%

Retail

Source: Transport for London

1. Excludes long-leasehold residential interests

Represents percentage of portfolio valuation

4 Shaftesbury Capital PLC | 2023 Annual Report

27m exits.

Bond Street

(Hanover Square)

to Carnaby: 6 mins

Map is for indicative purposes only

As at 31 December 2023

Dean Street exit to

Berwick Street:

5 mins

41m exits.

Tottenham Court

Road to Seven Dials:

6 mins

5Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report

London is a leading global city and has long demonstrated its

enduring appeal as one of the world’s greatest cities; it has the

largest economy of any Western European city. Additionally,

there is a substantial population in south east England within

easy commuting or visiting distance.

Why we invest in London’s

West End

Our property portfolio, valued at £4.8 billion, extends to 2.9 million square feet

of lettable space across the most vibrant areas of London’s West End

The breadth of its economy encompasses:

― a leading global commercial centre

― a major hub for creative industries, from technology to media

― a globally-recognised location for education and research

― home to world-class visual and performing arts facilities

― diverse and vibrant residential communities

― an unrivalled variety of heritage and cultural attractions which

draw large numbers of domestic and international visitors

At the heart of the city, the West End is a world-class destination

for innovative and accessible dining, shopping, leisure,

entertainment and culture with approximately 43 theatres

and over 10,000 hotel keys across the district, attracting

approximately 200 million domestic and international visitors

per annum. Its huge working and residential population provides

a regular, daily customer base for its hospitality, retail and

leisure businesses.

We are invested in the heart of London’s West End,

establishingand extending our ownership in high footfall

areas, close to major employment locations, transport hubs

and visitor attractions. We adopt a disciplined approach to

investment to deliver long-term income and value growth

through investment, curation and responsible stewardship,

benefitting all stakeholders and contributing to the success

ofthe West End.

The West End, and our portfolio in particular, provides the

prospect of high occupancy, low capital requirements and

reliable, growing long-term cash flows. Whilst the buildings we

buy tend to contain a mix of uses, we prefer those which either

have, or have the potential for, hospitality, retail or leisure-led

uses on the lower floors.

At the heart of London’s transport network, our properties

areclose to the main West End Underground stations,

withinten minutes’ walk of the two West End transport hubs

forthe Elizabeth Line at Tottenham Court Road and Bond

Street, wherepassenger traffic has increased significantly,

aswell major main line transport including Charing Cross

Station and Waterloo Station.

Our iconic destinations provide a seven-days-a-week trading

environment and exposure to an extensive and diverse local,

domestic and international customer base which has proven to

be resilient throughout economic cycles. There is a broad pool

of domestic and international investors attracted to prime West

End real estate.

6 Shaftesbury Capital PLC | 2023 Annual Report

London’s West End

7Shaftesbury Capital PLC | 2023 Annual Report

Our competitive strengths

Strategic Report

Our people

– High-performance, professional, inclusive

and entrepreneurial culture, reflective of

our business strategy where creativity and

innovation are promoted across the business

– Collaborative environment where people are

motivated to give their best

Our portfolio

– Concentrated in iconic, high footfall

destinations in the West End

– Balance of uses with diversified

incomestreams

– Long history of occupier demand

exceedingavailability

– Long-term resilience of exceptional

destinations

Strong capital structure

– Resilience, flexibility and efficiency

– Access to significant liquidity

– Disciplined approach to capital allocation

– Prudent approach to financial leverage

andrisk

Read more on pg 40

West End mixed-use

expertise

– Strong track record of delivering long-term

value across the West End

– Extensive knowledge of the West End

propertymarket

– Creative and active approach to asset

management to meet consumers’ and

ourcustomers’ evolving needs

9Shaftesbury Capital PLC | 2023 Annual Report

Overview

London and particularly our West End portfolio continues

to display its enduring appeal and resilience as a leading

global destination with strong leasing demand across all uses.

It has been an excellent start as Shaftesbury Capital, with

good progress on integration and positive metrics delivered

acrossthe business.

We set clear priorities and are delighted with the pace and

performance over the first year with rental growth, leasing

transactions well ahead of ERV and cost savings above our

initial ambitions. We have completed the sale of a number

ofproperties ahead of valuation and successfully completed

the early refinancing of the unsecured loan arranged at

the time of the merger. Our active approach, informed by

a deep knowledge of the West End, positions the business

to deliver rental growth through converting the portfolio’s

reversionary potential into contracted income and cash flow,

whilst establishing new rental tones. We continue to take

a responsible approach, operating in an environmentally

sustainable manner and reconfirmed our commitment to

Net Zero Carbon by 2030 publishing a combined pathway.

Despitemacroeconomic uncertainty our portfolio has

demonstrated its exceptional qualities with a stable portfolio

valuation, in a market characterised by widened yields.

People, purpose, culture and values

Integration is well advanced with the business and the team

is now located in a single office in Covent Garden. Our people

have a shared passion for the West End and are one of

our key strengths. I’d like to thank everyone at Shaftesbury

Capital for their dedication and hard work through a period of

significant change. The team is delivering excellent operational

performance and creating an environment that is exciting to

work in. I am proud of the energy and enthusiasm shown and

the Company we are building. We have a professional, inclusive

and entrepreneurial culture, reflective of our business strategy

where creativity and innovation are encouraged.

Our purpose is investing to create thriving destinations in

London’s West End where people enjoy visiting, working and

living. Engaging with our senior leadership team, we have

reviewed our purpose and values and rolled these out across

the business. These important commitments form the basis of

how we operate. Our people conduct their day-to-day activities

guided by these values which are to: Act with integrity; Take a

creative approach; Listen and collaborate; Take a responsible,

long-term view; and Make a difference.

We continue to invest in our people’s personal development

and have introduced a number of initiatives to support our

colleagues and leadership team, providing greater career

development opportunities over time. Furthermore, we have

established the Employee Engagement Forum attended by

Charlotte Boyle on behalf of the Board. This forum aims

to establish a meaningful platform for communication and

collaboration between the Board and employees.

Strategy and priorities

Our strategy is to deliver long-term income and value growth

from our unique portfolio of properties through investment,

curation and responsible stewardship, benefitting all

stakeholders and contributing to the success of the West End.

We place our customer at the heart of the business to deliver

best in class service and leverage our deep understanding

of customers and consumers. We take a creative and active

approach to our portfolio investing in our remarkable

locations, refreshing the offer through a dynamic leasing and

asset management strategy and delivering high quality public

realm. We believe in responsible stewardship and working in

partnership with the wider community.

The merger has already begun unlocking both immediate and

longer-term benefits including greater efficiencies, cost and

operational synergies, a more diverse portfolio of scale with a

stronger operational platform and enhanced access to capital

and greater equity market liquidity. We are seeing delivery of

broader benefits, including the use of data insights, active asset

management, cross location marketing and leasing activity for

customers across different parts of the portfolio and other

incremental revenue opportunities.

Our priorities are to grow rents, earnings and dividends

and realise the long-term potential of our real estate. As we

move beyond the initial stage of integration we are seeking

to accelerate operating efficiencies whilst providing excellent

service to our customers. As announced in November 2023,

we are targeting a significant reduction in the EPRA cost ratio

towards 30 per cent over the medium-term. Shaftesbury

Capital is financially strong and we have access to £486 million

of liquidity. We are well-progressed in our plan to rotate

Ian Hawksworth

Chief Executive

Strategic Report

Chief Executive’s

statement

“Shaftesbury Capital has made an excellent

start as the leading central London mixed-

use REIT. We are delighted with the pace

and performance in our first year with rental

growth, leasing transactions well ahead of ERVs

and cost savings above our initial ambitions.”

10 Shaftesbury Capital PLC | 2023 Annual Report

five per cent of the portfolio value initially, allocating capital

towards accretive investments. We will seek to manage the

absolute level of finance costs to ensure efficient conversion of

income to earnings. We are committed to reducing the impact

of our operations on the environment, whilst engaging and

collaborating with our wide range of stakeholders which is

integral to our strategy and values.

There is significant potential from each of our locations.

Byfulfilling our Company priorities, and assuming stable cap

rates, we are targeting to deliver a total property return of 7-9

per cent and total accounting return of 8-10 per cent over the

medium-term. Individual components of the portfolio have

different investment characteristics. We see Covent Garden

which represents 53 per cent portfolio value as the most

immediate area of opportunity as we enhance adjacencies

through marketing Covent Garden as one district. There is

an opportunity to evolve and improve Carnaby | Soho which

is a vibrant mixed-use district, with iconic shopping and a

strong day-to-night restaurant scene over the medium-term to

enhance returns. Europe’s premier Chinatown, located in the

heart of the West End’s entertainment district, leading to high

occupancy, providing resilience and growing cash flows.

Growth in rents, earnings and dividends

Shaftesbury Capital’s total shareholder return for the year,

which comprises share price performance plus dividends

paid during the year, was 33.1 per cent, and total accounting

return for the year was 5.8 per cent. EPRA NTA increased by

4 per cent over the year to 190 pence per share (Dec 2022:

182 pence per share). Annualised gross income increased by

10.4 per cent (like-for-like) to £192.8 million. ERV increased by

6.9 per cent (like-for-like) to £236.9 million, 23 per cent above

annualised gross income.

526 new leases and renewals representing £37.0 million

of rental income, 10.0 per cent ahead of December 2022

ERV, completed in the year. EPRA vacancy was 4.9 per cent

(proforma Dec 2022: 4.9 per cent) with 2.1 per cent available

to let and the balance being under offer.

There have already been significant cost savings across

the business as we progress towards an effective and

efficient organisational structure and cost base. Underlying

administration costs were £39.3 million for the year.

Totalannualised recurring cost savings are expected to be

over £16million, which is well ahead of the initial target of

£12 million within two years. Underlying earnings for the year

are £60.4 million, equivalent to 3.7 pence per share and the

Board has proposed a final dividend of 1.65 pence per share

taking the total dividend for the year to 3.15 pence per share,

reflecting the progression in underlying and cash earnings.

We maintain a strong balance sheet with a focus on flexibility

and efficiency. EPRA LTV is 31 per cent and the interest cover

ratio is 2.1 times, with significant headroom against debt

covenants. During the year, we successfully completed the

early refinancing of the unsecured loan arranged at the time of

the merger. The Group has access to £486 million of liquidity,

ensuring it is well-positioned to act on market opportunities.

Covent Garden, Market Building

11Shaftesbury Capital PLC | 2023 Annual Report

Portfolio valuation

The valuation movement of the wholly-owned property was

–0.8 per cent (like-for-like) in the year to £4.8 billion, implying

acapital value equivalent to approximately £1,680 per square

foot on average. ERV increased across all uses, 6.9 per cent

overall (like-for-like) and the equivalent yield was 4.34 per

cent, reflecting 26 basis points of outward movement over

the year. The equivalent yield for the commercial portfolio

(excluding residential) is approximately 4.58 per cent.

Totalproperty return for the year was +2.2 per cent versus

theMSCI Total Return Index which recorded –0.1 per cent.

Higher interest rates and inflation have impacted the broader

investment market, however investment yields in prime West

End, which comprise predominantly freehold properties and

often smaller lot-sizes, remain relatively resilient. There is a

broad pool of domestic and international investors attracted

to prime West End real estate, where investment can provide

the prospect of high occupancy, good demand for space and

reliable growth in long-term cash flows as demonstrated by

recent sales above valuation.

Investment activity

We maintain an active and disciplined approach to capital

allocation. Having identified the opportunity to recycle five

percent of the portfolio, to date we have completed the sale

of 8 properties, for £145 million, 8 per cent ahead of valuation,

with several other assets under offer.

Our priority is to realise the long-term potential from our

assets. Active asset management and refurbishment initiatives

continue to enhance value and environmental performance

across the portfolio. Capital expenditure of approximately 1

per cent of portfolio value per annum is expected. The Group

successfully completed a number of refurbishments this year,

including several office schemes, establishing rental tones in

excess of £100 per square foot.

Acquisition opportunities have remained limited, with the West

End’s existing owners typically private, equity rich investors

reluctant to sell their scarce assets. However, there are some

opportunities currently under review. Our focus is on buildings

which add to and complement our existing ownership and

have the potential to generate sustainable long-term growth

inincome and capital values.

Sustainable approach

Our sustainability strategy is founded in future proofing our

heritage buildings, and creating sustainable and healthy places

which people enjoy visiting, working and living. During the

year, we reconfirmed our commitment to becoming a Net Zero

Carbon business by 2030 and published a combined Net Zero

Pathway. We have already made great progress in reducing

our carbon emissions and, working with our customers, will

continue to decarbonise energy where practical by replacing

gas with electricity.

We continue to improve the energy efficiency of our buildings

to meet energy performance standards and customers’

expectations though our ongoing refurbishment programme.

Approximately 80 per cent of our portfolio by ERV has EPC

ratings of A-C and we target at a minimum a B rating with new

Strategic Report | Chief Executive’s Statement

Strong leasing demand delivering

rental growth

The occupational market increasingly demonstrates strong

polarisation of demand and a flight to quality. Our West End

portfolio continues to attract target brands and concepts.

There is strong demand for good quality, sustainable space

with high amenity value. The West End, and particularly our

portfolio, is a destination of choice for both market entry and

expansion. It is a strong retail leasing market with units often

attracting interest from multiple occupiers. Availability of

restaurant and leisure space is very limited given the strong

trading prospects together with constrained planning and

licensing policies.

The office portfolio is performing well, with robust demand

for well-fitted new space. During the year, we completed a

significant office refurbishment pipeline with rents for well-

fitted, high-quality space regularly achieving more than £100

per square foot. We rolled out our ‘Assemble’ product across

the Group which provides for more flexible office packages

and brings the offer under one brand. Our residential offer

continues to appeal to a broad range of occupiers, delivering

rental growth and limited vacancy. Any available space is

typically let within a matter of days.

We are implementing our marketing strategy across the

portfolio and are taking advantage of cross location

promotional opportunities. Our digital engagement and

followers continued to grow across all destinations, with more

than 1.2 million followers across all social platforms. Through

events and brand collaborations, there is potential to increase

revenue from our non-leased income activities, whilst working

with stakeholders to benefit the wider West End. We had a

very successful Christmas period with a programme of festive

events and shopping evenings. With a robust leasing pipeline

and positive trading conditions across our West End portfolio,

we are confident in its growth prospects.

5.8%

Total accounting

return

3 3 .1%

Total shareholder

return

2.2%

Total property

return

12 Shaftesbury Capital PLC | 2023 Annual Report

refurbishments. Key sustainability activities include investment

in our buildings, prioritising pedestrians where possible through

initiatives to enhance the public realm, improving air quality

and our extensive greening programme. As we look ahead,

we will utilise our data, technology and innovation to enhance

our activities and continue to collaborate closely with our

customers and other stakeholders to help deliver our shared

sustainability goals.

Ongoing community engagement

As a responsible, long-term investor, community engagement

and collaboration are integral to our strategy and activities.

Being a good neighbour is important to us. We value the

communities that make our places thrive. With our experience

and knowledge of the West End, we make an important

contribution to safeguarding its long-term appeal and prospects.

We continue to work with our local authorities and residents

to make public realm enhancements which improve the

experience and appeal of our vibrant destinations for

visitors, workers, residents, businesses and communities.

Our community programme prioritises initiatives and charity

partners in the boroughs of Westminster and Camden. This

includes financial support, the provision of space at reduced

rates and staff volunteering. Our active approach includes

supporting charities which work with local young people, the

homeless, military veterans, food banks and the elderly as well

as hospitality, cultural and retail foundations.

Outlook

Excellent future prospects; well-

positioned to drive total returns

Shaftesbury Capital has had an excellent start following

completion of the merger in March 2023. Despite the

challenging geopolitical and macroeconomic environment, we

have delivered strong performance with growth in cash rents

and ERV. We are confident in the growth prospects of the West

End which continues to demonstrate its enduring appeal and

our portfolio is well-positioned to outperform.

We are already seeing the benefits of the merger with excellent

levels of activity and a strong leasing pipeline. Footfall within our

portfolio is high, customer sales are tracking well ahead of 2022

levels and there is limited vacancy across the portfolio. We are

focused on delivering on our priorities in ordertoachieve our

targets of an annualised total property return of 7-9 per cent

and accounting return of 8-10 per cent over the medium-term.

Shaftesbury Capital has a strong balance sheet, significant

liquidity and benefits from enhanced access to capital. Ouraim

is to generate sustained growth in income whilst managing costs

appropriately to deliver a progressive dividend.

As long-term responsible owners, we are committed

to implementing our Environmental, Sustainability and

Communitystrategy, particularly achieving Net Zero Carbon

by 2030. With our ambitious and talented team, Shaftesbury

Capital is positioned to drive total returns and meet our

important sustainability objectives as the leading central

London mixed-use REIT.

Ian Hawksworth

Chief Executive

13Shaftesbury Capital PLC | 2023 Annual Report

Our purpose

Our

resources

Our strategy

Our values

Investing to create thriving destinations

inLondon’s West End where people enjoy

visiting,working, and living

Impossible to replicate

portfolio

A diverse mixed-use portfolio in

the heart of London’s West End

Experienced, creative

team

An experienced, creative team

with strong leadership and a deep

understanding of our markets and

a long track record of delivering

value creation

Strong capital structure

Resilient and flexible capital

structure with a prudent

approach to financial leverage

and risk

Effective governance

and risk management

A strong governance structure

that supports the business

and helps achieve its strategic

objectives with transparency

To deliver long-term income and value growth

from our unique portfolio of properties

through investment, curation and responsible

stewardship, benefitting all stakeholders and

contributing to the success of the West End

Take a responsible, long-term view

Act with integrity

Take a creative approach

Listen and collaborate

Make a difference

Underpinned by our talented team

anddynamic culture

Our purpose-led strategy

and business model

Strategic Report

14 Shaftesbury Capital PLC | 2023 Annual Report

How we deliver

How we measure

Creative and active approach

― Invest in and nurture remarkable destinations in

London’sWest End

― Dynamic leasing strategy

― Re-use, re-purpose and improve our buildings

― Enhance public realm

Value creation

― Create, grow and deliver long-term sustainable

economic and social value

Sustained long-term growth

― Deliver long-term growth in portfolio value,

earnings, cash flow and dividends

Place our customers at the heart of

thebusiness

― Deliver best in class service to all customers

― Leverage deep understanding of consumers

andcommercial data

People

― Attract, develop and retain talented people

Disciplined financial management

― Prudent, conservative approach to financial

leverageandrisk

― Maintain cost and capital discipline

Impact

― Minimise the environmental impact of

ouroperations

Sustainable and community minded

― Broad community and stakeholder engagement

― Responsible stewardship

― Commitment to the environment and clear

sustainabilitygoals

Creating value for our stakeholders

EmployeesCustomers

Local community Finance providers

Shareholders

Joint ventures and associates

Partners

Suppliers Visitors

15Shaftesbury Capital PLC | 2023 Annual Report

We measure performance against key performance indicators which are

selected to reflect Group strategy. Many of these metrics are performance

measures under Group remuneration arrangements, ensuring alignment with

shareholder interests.

A performance measure under Executive Directors’ short-term or long-term incentive arrangements.

Read more intheDirectors’ Remuneration Report from page 127.

Measuring performance

Strategic Report

Total property return

Measures gains and losses on portfolio valuation

including disposals, and rents received less

associated costs. Benchmarked against

the MSCITotal Return All Property Index

(ComparatorGroup).

During 2023, the Group generated TPR of

2.2percent, outperforming its benchmark

of -0.1per cent by 2.3 percentage points.

(Target:1.5 per cent per annum outperformance).

+2.2%

Shaftesbury Capital

Outperformance

Comparator group

1 year

-0.1%

+2.2%

+2.3%

Total accounting return

Measures growth in EPRA NTA per share plus

dividends per share paid during the year.

Benchmarked against the FTSE 350 Real

Estate companies (comparator group).

The Group generated total return of 5.8 per cent

in the year outperforming the median of the

comparator group by 1.2 percentage points.

+5.8%

Shaftesbury Capital

Outperformance

Comparator group

1 year

+4.6%

+5.8%

+1.2%

Total shareholder return

Measures shareholder value creation (share

price movement plus dividend per share paid

during the year). Benchmarked against the FTSE

350 Real Estate companies (comparator group).

The Group generated total shareholder return

of 33.1 per cent in the year, outperforming the

comparator group by 22.1 percentage points.

Shaftesbury Capital

Outperformance

Comparator group

+33.1%

1 year

+11.0

+33.1%

+22.1%

16 Shaftesbury Capital PLC | 2023 Annual Report

Other measures

We also measure performance against a range of other financial and non-financial measures including health and safety

performance, HR statistics and environmental targets. This includes measuring the EPC ratings of our properties.

Read more within our Sustainability reporting from page 78.

EPRA net tangible assets per share

The net assets as at the end of the year including

the excess of the fair value of trading property

over its cost and revaluation of other non-current

investments, excluding the fair value of financial

instruments and deferred tax on revaluations,

divided by the diluted number of ordinary shares.

EPRA NTA per share as at 31 December 2023

was 190.3 pence, an increase of 4.5 percentage

points from 31 December 2022.

Measures the number of our properties with

an A to C EPC rating. 80 per cent of our

properties by ERV have an EPC rating of A to

C, an increase of 12 percentage points from

31December 2022.

1. Underlying earnings per share for 2023 reflects the standalone performance of Capco for the period 1 January to 5 March 2023 and the performance of the

merged business, Shaftesbury Capital, from the completion date to 31 December 2023. The 2021 and 2022 comparative information for underlying earnings per

share and EPRA NTA per share relates to Capco pre-merger.

Properties with an EPC rating of A to C

We are proud to have received the following environmental accreditations

190.3p

Underlying earnings per share

Measures income generation and cost control.

During 2023, the Group generated

underlying EPS of 3.7 pence per share.

3.7p

2021 2022 2023

0.1p

2.2p

3.7p

2021 2022 2023

213.0p

182.1p

190.3p

2022

2023

80%

68%

1. Benchmark scores primarily based on legacy Capco data. This will be updated for Shaftesbury Capital as part of forthcoming index reporting cycle.

1. 2022 measure reflects the combined portfolio based on ERV.

17Shaftesbury Capital PLC | 2023 Annual Report

Portfolio and operating review

20 Delivering income and value growth

22 Covent Garden

24 Carnaby | Soho

26 Chinatown

28 Enhancing the attractiveness of our destinations

30 Portfolio valuation

34 Retail

36 Hospitality and leisure

38 Offices

39 Residential

Strategic Report | Portfolio and operating review

18 Shaftesbury Capital PLC | 2023 Annual Report

Well-positioned

for growth

19Shaftesbury Capital PLC | 2023 Annual Report

Delivering income and value growth

Strategic Report | Portfolio and operating review

Europe’s premier Chinatown

High occupancy providing resilient income stream and growing cashflows

14%

Metrics reflect percentage of wholly-owned portfolio value.

Fitzrovia portfolio represents a further 2% of total portfolio value.

Map is for indicative purposes only

As at 31 December 2023

World-class mixed-use destination

Most immediate opportunity of growth; taking a holistic approach to

marketing the district

53%

Vibrant mixed-use district, with iconic shopping and

dining offering

Opportunity to evolve and enhance the district over the medium-term

31%

20 Shaftesbury Capital PLC | 2023 Annual Report

Portfolio and operating review

Summary:

― Total property valuation movement –0.8 per

cent L-f-L to £4.8 billion (pro forma Dec 2022:

£4.9 billion)

― 10.4 per cent growth in annualised gross

income to £192.8 million (pro forma Dec

2022: £174.7 million)

― 6.9 per cent ERV growth to £236.9 million

(pro forma Dec 2022: £221.4 million)

― 526 leasing transactions, £37.0 million,

10.0per cent ahead of Dec 2022 ERV

― High occupancy, 2.1 per cent of ERV

available to let

― £145 million asset disposals to date,

onaverage 8 per cent ahead of valuation

Strategy:

― Deliver long-term sustainable rental income

and value growth

― Creative and active approach to asset

management across the portfolio

― Place our customer at the heart of the

business to deliver best in class service to all

customers

― Leverage deep understanding of consumers

and commercial data

― Attract the best brands and concepts to meet

evolving consumer demand

― Invest in and nurture our remarkable

destinations in London’s West End

― Dynamic leasing strategy

― Re-use, re-purpose and improve our buildings

― Enhance public realm

― Responsible stewardship – minimising our

environmental impact

― Broad community and stakeholder

engagement

Carnaby Street

21Shaftesbury Capital PLC | 2023 Annual Report

A world-class

mixed-use

destination

Covent Garden

Covent Garden is a world-class global destination in the heart of the

West End, steeped in history with a rich heritage, made up of unique

neighbourhoods including the iconic Piazza, Market Building and surrounding

streets, together with Seven Dials, a seventeenth-century network of streets

and courtyards.

Covent Garden offers unique shopping and dining experiences complemented

by offices and a high quality residential neighbourhood. These sit alongside

historic architecture and cultural institutions including the world-renowned

Royal Opera House and more than half of London’s West End theatres,

attracting both domestic and international visitors alike.

This exceptional mixed-use portfolio of approximately 1.5 million square feet

provides a broad range of unit sizes, attracting a wide spectrum of retail and

hospitality customers.

Strategic Report | Portfolio and operating review

72%

Hospitality

and retail

18%

Office

10%

Residential

% of Covent Garden portfolio ERV

22 Shaftesbury Capital PLC | 2023 Annual Report

£2.5bn

Value

£122m

ERV

£97m

Annualised gross

income

1.5m

Sq. ft. of

lettable space

23Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Portfolio and operating review

A globally

recognised,

vibrant district

Carnaby | Soho

Carnaby | Soho is an internationally renowned vibrant mixed-use district

with a bustling day-to-night restaurant scene. The portfolio comprises

approximately 0.9 million square feet.

Carnaby offers a critical mass of global flagships to one-off concept stores,

and independent brands. There are over 100 hospitality concepts across

ourCarnaby | Soho portfolio which are a key ingredient to the vibrancy

withinthe area.

Our portfolio in central Soho, focused on Berwick, Beak and Broadwick

Street offers a diverse array of creative and independent businesses,

iconicrestaurants and entertainment venues. This is a renowned hub for

thecreative sector which adds to the unique character of the area.

57%

Hospitality

and retail

35%

Offices

Residential

% of Carnaby | Soho portfolio ERV

24 Shaftesbury Capital PLC | 2023 Annual Report

£1.5bn

Value

£76m

ERV

£59m

Annualised gross

income

0.9m

Sq. ft. of

lettable space

25Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Portfolio and operating review

Europe’s premier

Chinatown

Europe’s premier Chinatown is in the heart of the West End’s entertainment

district. Its twelve predominately pedestrianised and interconnected

streets, lined with iconic red lanterns, offer an exceptional concentration of

restaurants with a wide range of Chinese and East Asian dining choices.

Equally thriving day and night, the area’s restaurants, bars, shops and cafés,

as well as its unique mix of oriental supermarkets and authentic Asian retail

stores, attract large numbers of Londoners, tourists, Asian students and

localworkers.

78%

Hospitality

and retail

18%

Residential

Offices

% of Chinatown portfolio ERV

26 Shaftesbury Capital PLC | 2023 Annual Report

£0.7bn

Value

£33m

ERV

£31m

Annualised gross

income

0.4m

Sq. ft. of

lettable space

27Shaftesbury Capital PLC | 2023 Annual Report

We work closely with our customers to enhance operating

metrics such as footfall, conversion and spend which in turn

support our rental growth prospects.

We have rolled out a holistic marketing and brand partnership

strategy. We have direct access to over 1.2 million consumers

across our social media channels and have launched portfolio-

wide digital collaborations. During the year, our level of

engagement and number of followers continued to grow

acrossall destinations.

We had a successful Christmas period across the portfolio

with a programme of festive events and shopping evenings.

Covent Garden unveiled a new Christmas scheme,

the first in nearly a decade, while the vibrant Carnaby

Universe Christmascampaign offered a series of events

and collaborations including working with our important

charitypartner, Choose Love.

Chinatown continues to see engagement and growth across

both its Chinese and Western social media channels.

Theannual Chinese New Year parade, the largest outside of

Asia, took place in February 2024 celebrating the year of the

Dragon throughout a 15-day celebration period.

Enhancing the attractiveness

ofour destinations

Strategic Report | Portfolio and operating review

Key initiatives included:

― American Express spend incentive campaign across

Covent Garden and Carnaby | Soho, driving spend,

brand loyalty and data insights

― In celebration of the Coronation of King Charles III, a

variety of activities took place across the portfolio,

including welcoming Their Majesties King Charles III

and Queen Camilla to the Covent Garden estate

― A sculpture trail linking the enlarged Covent Garden

portfolio, in aid of conversation charity Tusk

― Celebrations to mark Pride and Earth Day

― Brand partnerships included Wimbledon Screenings,

pop ups from Lego®, Marc Jacobs, MaxMara and

Formula E

― An installation of handcrafted parasols in Chinatown

― Immersive dining campaigns across Carnaby | Soho

― Extensive Christmas campaigns across our portfolio

― Brand partnership with Paul Smith illuminating the

Market Building

1.2m

total social

audience

170k

subscribers

147k

new followers

in 2023

Immersive Market Building light

installation in partnership with Paul Smith

Active digital channels

We offer unique consumer experiences across our vibrant, predominantly

pedestrianised, thriving destinations

28 Shaftesbury Capital PLC | 2023 Annual Report

Carnaby Street, Christmas

The Tusk Gorilla Trail at Covent Garden

Formula E, Carnaby Street

Covent Garden, Christmas

Chinese New Year celebrations

Piazza activations

29Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Portfolio and operating review

Portfolio by useas at 31 December 2023 Retail

Hospitality

and leisure Offices Residential

Total wholly-

owned

portfolio

Valuation (£m)

1,605.0 1,621.7 879.1 687.4 4,793.2

Annualised gross income (£m) 64.8 72.7 31.5 23.8 192.8

ERV (£m) 78.4 82.0 50.2 26.3 236.9

Net initial yield 3.6% 4.2% 3.1% 2.2% 3.5%

Topped up net initial yield 4.0% 4.4% 3.6% n/a 3.8%

Equivalent yield 4.4% 4.7% 4.8% 2.8% 4.3%

L-f-L valuation movement -0.5% -0.8% -0.5% -1.8% -0.8%

L-f-L ERV movement +6.7% +8.4% +5.1% +6.1% +6.9%

WAULT (years) 3.3 8.3 2.7 1.3 4.6

Area (sq. ft. m)

0.7 1.0 0.7 0.5

2.9

Portfolio by locationas at 31 December 2023

Covent

Garden

Carnaby |

Soho Chinatown Fitzrovia

Total wholly-

owned

portfolio

Valuation (£m)

2,521.6 1,482.2 689.5 99.9 4,793.2

Annualised gross income (£m) 97.4 59.0 31.2 5.2 192.8

ERV (£m) 122.3 76.1 33.0 5.5 236.9

Net initial yield 3.4% 3.4% 4.0% 4.5% 3.5%

Topped up net initial yield 3.7% 3.9% 4.1% 4.7% 3.8%

Equivalent yield 4.3% 4.5% 4.2% 4.7% 4.3%

L-f-L valuation movement +0.3% -1.6% -0.2% -17.4% -0.8%

L-f-L ERV movement +8.7% +4.2% +7.6% +0.7% +6.9%

WAULT (years) 4.9 3.9 5.5 4.9 4.6

Area (sq. ft. m)

1.5 0.9 0.4 0.1 2.9

1. Excludes £2.1 million of Group properties primarily held in Lillie Square Holdings (a wholly-owned subsidiary).

2. Excluding long-leasehold residential interests.

Portfolio and operating review

The valuation movement of the wholly-owned property

portfolio was –0.8 per cent to £4.8 billion, equivalent to

approximately £1,680 per square foot on average (pro forma

Dec 2022: £1,705 per square foot) (H1: +0.2 per cent; H2:

–1.0 per cent). ERV increased across all uses by 6.9 per

cent blended (like-for-like) and the equivalent yield was 4.34

per cent, reflecting 26 basis points of outward movement.

Totalproperty return for the year was +2.2 per cent versus

theMSCI Total Return Index which recorded –0.1 per cent.

Whilst continuing economic uncertainties have led to greater

caution among investors and lower transaction volumes,

London remains attractive to international and domestic

investors. This is particularly so in the West End, where

investment provides the prospect of high occupancy, low

capital requirements and reliable growing long-term cash flows.

Independent valuations of the wholly-owned portfolio

undertaken by CBRE and Cushman & Wakefield represent the

aggregated value of predominantly freehold properties. There

is no reflection of any premium which some potential investors

may ascribe to the comprehensive ownership of retail,

hospitality and leisure properties in adjacent, or adjoining,

locations in London’s West End where there is a long record

of demand exceeding availability of space. In certain market

environments, this may lead prospective purchasers to regard

parts of the portfolio, for example by street, to have a greater

or lower value than the aggregate of the individual property

values. Such parties may consider a combination of some, or

all, parts of the portfolio to command a premium or discount

than currently reflected in the valuation, which has been

prepared in accordance with Royal Institution of Chartered

Surveyors guidelines.

-0.8%

Valuation

+10.4%

Annualised gross

income

+6.9%

ERV

526

Leasing

transactions

2.1%

ERV available

to let

Portfolio valuation

30 Shaftesbury Capital PLC | 2023 Annual Report

Covent Garden generated ERV growth of 8.7 per cent

primarilydriven by leasing and asset management activity

across retail and hospitality space. 84 new commercial

leases and renewals were agreed 10.1 per cent ahead of

ERV. AcrossCarnaby | Soho, ERV growth was 4.2 per cent

during the year, as a result of 78 new commercial leases and

renewals agreed 12.9 per cent ahead of ERV, primarily driven

by office letting and asset management activity. During the

year, 17 new commercial leases and renewals were agreed

in Chinatown, 10.1 per cent ahead of ERV. ERV growth in

Chinatown was 7.6per cent over the year. In Fitzrovia, 9new

commercial leases were agreed 5.5 per cent ahead of ERV.

TheERV growthwas 0.7 per cent during the year which

reflected the small volume of transactions together with the

less consolidated nature of our holdings, compared with

ourotherlocations.

Retail and hospitality and leisure ERVs are currently 17 per

cent and 3 per cent, respectively, below pre-pandemic levels.

Overall portfolio ERV value is 5 per cent lower than 2019 levels

on a like-for-like basis.

Our interests comprise a combination of properties which are

wholly-owned and a 50 per cent share of property held in the

Longmartin associate investment and the Lillie Square joint

venture. The consolidated financial statements, prepared under

IFRS, include the Group’s interest in the associates and joint

ventures as one-line item in the Income Statement and Balance

Sheet. Investments in associates and joint ventures account for

an additional £224.1 million of property interests (our 50 per

cent share).

Excellent leasing momentum across all uses

There is 2.9 million square feet of lettable space, comprising

1.7 million square feet of retail, hospitality and leisure space

together with 0.7 million square feet of offices and over 700

residential apartments.

Operational performance across the portfolio has been strong

with rental growth and low vacancy underpinned by sustained

demand. 68 new brands and concepts were introduced during

the year, reflecting the enduring appeal of our West End

portfolio. Store productivity is an important measure of retail

and hospitality success, and we target categories and brands

across the price spectrum and market our locations to enhance

sales densities and performance.

During the year 526 leasing transactions were concluded with

acombined rental value of £37.0 million, comprising:

― 188 commercial lettings and renewals: £24.2 million, 11.2

per cent ahead of 31 Dec 2022 ERV and 13.0 per cent ahead

of previous passing rents; and

― 338 residential lettings: £12.8 million, 11.7 per cent above

previous passing rents.

Leasing transactions concluded during 2023

Use Transactions

New

contracted

rent (£m)

% above Dec-

22 ERV

Retail 84 11.6 9.3

Hospitality & leisure 37 4.7 14.1

Offices 67 7.9 12.4

Residential 338 12.8 7.9

Total 526 37.0 10.0

In addition, 69 commercial rent reviews with a rental value of

£15.8 million were concluded on average 9.1 per cent ahead of

previous passing rents.

“Our active investment approach

iscreating value through income

and ERV growth in our portfolio.

TheWestEnd’s vibrancy and our

unique destinations continue to attract

strong demand across every use.”

Michelle McGrath

Executive Director

31Shaftesbury Capital PLC | 2023 Annual Report

Annualised gross income and ERV

At 31 December 2023, annualised gross income had increased

by 10.4 per cent (like-for-like) to £192.8 million. ERV was

£236.9million, up 6.9 per cent over the year (like-for-like).

A key priority is to deliver growth in cash rents, capturing

the reversion between annualised gross income and the

valuers’ ERV as well as generating sustained rental growth in

line with our medium-term target of 5-7 per cent. Our active

approach isinformed by a broad base of experience and

deep knowledge of the West End. This enables the business

to deliver rental growth through converting the portfolio’s

reversionary potential into contracted income and cash flow,

whilst establishing new rental tones, the benefit of which is

often compounded across nearby buildings.

As at 31 December 2023, the portfolio’s reversion was £44.1

million, with the opportunity to grow annualised gross income

by 22.9 per cent before taking into account any further ERV

growth. The components of this reversion are set out below.

Components of the reversion

31 December 2023

£m

Annualised gross income 192.8

Contracted 17.3

Under offer 6.2

Available to let 4.7

Under refurbishment 13.9

Net under-rented 2.0

ERV 236.9

High occupancy

At 31 December 2023, EPRA vacancy (including units under

offer) was 4.9 per cent of portfolio ERV; 2.8 per cent was under

offer and 2.1 per cent was available to let.

Under offer

Use

% of

portfolio

ERV ERV (£m)

Area

(‘000 sq. ft.)

Retail 0.3 0.7 5.6

Hospitality & leisure 0.9 2.0 18.2

Offices 1.5 3.3 35.3

Residential 0.1 0.2 4.2

Total 2.8 6.2 63.3

Available to let space

Use

% of

portfolio

ERV ERV (£m)

Area

(‘000 sq. ft.)

Retail 0.6 1.3 17.9

Hospitality & leisure 0.6 1.4 20.6

Offices 0.8 1.8 25.1

Residential 0.1 0.2 4.0

Total 2.1 4.7 67.6

1. Includes 5 units let on a temporary basis (ERV: £0.7 million).

Refurbishment activity

Active asset management and refurbishment initiatives continue

to unlock income and value as well as enhance environmental

performance. During the year, refurbishments with an ERV of

£10.6 million completed, of which £9.0 million is contracted

or under offer including 72 Broadwick Street representing

£3.6million.

On average, we expect approximately one per cent of

portfoliovalue to be invested per annum in refurbishment,

asset management and repositioning opportunities, including

actions to improve energy performance. This year, £35.1million

of capital expenditure has been incurred, and capital

commitments amount to £24.8 million as at 31 December 2023.

The ERV of space under refurbishment amounts to £13.9

million across 0.2 million square feet, representing 5.8 per cent

of portfolio ERV (30 June 2023: 6.7 per cent).

Strategic Report | Portfolio and operating review

“We are already seeing the benefits

of the combined operating platform

through revenue opportunities

andefficiencies.”

Andrew Price

Executive Director

32 Shaftesbury Capital PLC | 2023 Annual Report

Covent Garden

Under refurbishment

Use

% of portfolio

ERV ERV (£m)

Area

(‘000 sq. ft.)

Retail 1.0 2.4 17.8

Hospitality & leisure 1.5 3.6 61.4

Offices 2.9 6.9 86.7

Residential 0.4 1.0 18.9

Total 5.8 13.9 184.8

Active capital recycling

In 2023, we completed the sale of seven properties for gross

proceeds of £88.1 million, 11.8 per cent ahead of the latest

valuation (before sale costs). Subsequent to year end, a further

£57 million disposals completed bringing total disposals to

£145 million, 8 per cent ahead of valuation, and with a total

ERV of £9.0 million.

We are well-positioned with access to significant liquidity to act

on appropriate market opportunities. Assets remain tightly held

in the area, however there are acquisition opportunities under

review which meet our criteria to deliver attractive long-term

rental growth and total returns. During the year we completed

the lease regear of the Royal Opera House Arcade in Covent

Garden and acquired a residential apartment in Seven Dials.

Joint ventures and associates

We own 50 per cent of Longmartin and Lillie Square and

in thesummaries that follow, all figures represent our

50percentshare.

Longmartin

At 31 December 2023, Longmartin’s long leasehold

property was valued at £158.8 million (2022: £160.3 million).

Afterallowing for capital expenditure, the valuation decrease

for the year was 1.3 per cent. Like-for-like, ERVs increased

9.4per cent, of which 5.8 per cent was recorded in the second

half of the year. At 31 December 2023, the equivalent yield

was 4.86 per cent, an increase of 38 basis points over the year

(31December 2022: 4.48 per cent).

Pursuant to the terms of the Longmartin investment (forming3

per cent of the Group’s property portfolio), themerger triggered

the right for The Mercers’ Company (the“Mercers”) torequire

the Company to offer to sell its shares in the Longmartin

investment to them (or to a third-party purchaser identified

by them). The Mercers have elected to consider acquiring

the Company’s shares in the Longmartin investment and

discussions are ongoing. There is no certainty that a transaction

relating to the Company’s investment in Longmartinwill be agreed.

Lillie Square

Shaftesbury Capital owns 50 per cent of the Lillie Square

joint venture, a residential estate and remaining development

phases located in West London. The property valuation as at

31 December 2023 was £65.3 million, 10.3 per cent lower

(like-for-like) than the 31 December 2022 valuation of

£77.0million. In addition, Shaftesbury Capital owns £1.8 million

of other related assets adjacent to the Lillie Square estate.

In total, 355 Phase 1 and 2 residential apartments have been

sold. 65 units are available and 32 units have been leased on a

short-term basis. The sale of 4 units completed during the year

representing £6.8 million of value. (Shaftesbury Capital share:

£3.4 million). The joint venture is in a cash position of £15.9

million (£7.9 million Shaftesbury Capital share).

33Shaftesbury Capital PLC | 2023 Annual Report

Retailers are increasingly

focusing on fewer stores,

placing greater emphasis on

global location, consumer

experience, service and

flagship retailing with better

digital engagement.

We offer a broad range of

unit sizes and rental tones.

The average ERV is £108 per

square foot.

Reflecting strong demand

during the year, we

completed 84 new lettings

and renewals with a rental

value of £11.6 million, 9 per

cent ahead of December

22ERV.

Rent reviews with rental

value of £2.7 million were

concluded during the year,

8per cent ahead of previous

passing rents.

Retail

Our retail portfolio of 0.7m square feet is primarily located in Covent Garden,

Carnaby and Soho with a broad range of unit sizes and rental tones on offer

Strategic Report | Portfolio and operating review

415

Shops

£1.6bn

Valuation

£64.8m

Annualised gross income

£78.4m

ERV

59%

33%

ERV by village

As part of our strategy to unify the Covent Garden district

including the Piazza with Seven Dials, the brand mix of Seven

Dials is evolving to expand its consumer and leasing range whilst

preserving its unique character. There have been a number

ofnew signings on Neal Street, a key gateway into Seven Dials

not only from Covent Garden but from the Elizabeth Line at

Tottenham Court Road. These include premium shoe brand

Loake and the first UK store for Horace. On Earlham Street,

the streetwear offer has been strengthened with the signing

of Axel Arigato, a flagship Soho brand which has taken space

on the Dial anchoring this important street. Marking their first

permanent bricks-and-mortar stores, independent British

retailer Odd Muse and contemporary jewellery brand Missoma

have opened debut flagship locations on Monmouth Street.

Following its success on Long Acre, performance outdoor

brand Arc’teryx has upsized with a new flagship store on King

Street, joining footwear and apparel brand Hoka which opened

its first European retail location on James Street.

Covent Garden

Carnaby | Soho

Chinatown

Fitzrovia

33%

of portfolio ERV

34%

of portfolio valuation

We continue to strengthen the luxury and jewellery offering

with the introduction of Messika, Hublot, Girard Perregeaux and

Omega in the Royal Opera House Arcade and as well as Tissot

which opened its debut flagship boutique on James Street.

Building on the strong brand line-up, there is an opportunity

to evolve the retail offer on Carnaby Street paying particular

attention to brand selection and categories that provide higher

productivity, whilst taking inspiration from the area’s rich

history and ever-evolving retail scene of its surrounding Soho

streets. A number of new retailers joined the offering including

Hollister and OG Kicks opening on Foubert’s Place. Award-

winning cult make-up concept Sculpted by Aimee opened

its new UK flagship while eyewear brand Oakley opened on

Carnaby Street joining premium outerwear concept Jott.

Farahrelocated across the portfolio to Berwick Street, joined by

the UK flagship for Wolf and Badger which brings a unique retail

experience to the Soho portfolio with its collection of brands.

34 Shaftesbury Capital PLC | 2023 Annual Report

Floral Street

35Shaftesbury Capital PLC | 2023 Annual Report

Diverse range of food

concepts, from accessible

casual to premium with

breakfast to late night

dining offering

Hospitality provides a halo

effect on footfall, increases

dwell time, and drives

improved trading

37 hospitality and leisure

leasing transactions

completed with a rental

value of £4.7 million, 14 per

cent ahead of December

2022 ERV

Rent reviews totalled £11.6

million, 10 per cent above

previous passing rents

Hospitality and leisure

We are the largest single provider (1.0m square feet) of hospitality space in the

West End, with high-profile destinations such as Covent Garden, Chinatown,

Kingly Court and Soho

Strategic Report | Portfolio and operating review

During the year, Covent Garden welcomed 13 new hospitality

offerings, ranging from independent to international operators.

These operators provide a variety of cuisines and price

points, bringing something different to the evolving dining

mix, reflecting its position as one of the West End’s most

popular dining destinations. Highlights include Parisian-

inspired rotisserie style restaurant, Story Cellar, from two

Michelin Star Chef Tom Sellers; British independent favourite,

TheBreakfast Club; top chef Phil Howard’s pasta bar NOTTO;

andinternationally renowned GAUCHO.

2023 marked a decade of dining at Kingly Court and it

continues to be one of our best trading hospitality locations

with strong sales and low rent to sales ratios on all levels.

Following the success of its 2021 opening, Imad’s Syrian

Kitchen has upsized into larger space on the upper floor,

alongside Darjeeling Express and newly opened critically

423

Restaurants, cafés, bars

and pubs

21%

51%

25%

£1.6bn

Valuation

£72.7m

Annualised gross income

£82.0m

ERV

ERV by village

34%

of portfolio valuation

35%

of portfolio ERV

Covent Garden

Carnaby | Soho

Chinatown

Fitzrovia

acclaimed Filipino concept Donia. The opening of Bébé Bob

inSoho, located opposite the flagship Bob Bob Ricard, marked

anew concept for restaurateur Leonid Shutov.

Chinatown is a sought-after location in the heart of the West

End’s entertainment district. The continually evolving line-up

welcomed Pan-Asian restaurant concept, YiQi, while Japanese

restaurant High Yaki launched its unique take on Japanese

barbecue in Newport Place, joining an unmatched collection

ofauthentic regional Chinese and pan-Asian restaurants.

Fitzrovia has introduced four UK dining debuts, including the

recently launched 64 Goodge Street by Woodhead Restaurant

Group, Ukrainian-born Spanish concept, Boca a Boca, July,

a brand-new Alsace-inspired dining concept, and Mealtime

Malatang, a Sichuanese street food operator.

36 Shaftesbury Capital PLC | 2023 Annual Report

Kingly Court

37Shaftesbury Capital PLC | 2023 Annual Report

Our diverse office portfolio

offers a range of floor plates

providing the opportunity

for occupier expansion

Typically, office

accommodation is occupied

by media, creative,

technology and professional

services businesses

We are continuing to

increase the range of fitted-

out space to maximise

rental income

Long history of high

occupancy and good

retention rates

Offices

We are a provider of boutique, flexible office space (0.7m square feet) in

theWestEnd. Office occupiers provide a regular source of consumers to

ourdestinations.

Strategic Report | Portfolio and operating review

There is a growing number of customers relocating

to the West End from other central London

locations as employers continue to recognise the

importance of a vibrant atmosphere in attracting

and retaining staff. The Carnaby and Covent

Garden development pipeline is well-positioned

to capture this demand, with their high amenity

value and excellent environmental credentials.

There is a flight to quality with a preference for

fully fitted space and low-density use, provided

on flexible lease terms. We have developed our

fully fitted offering through our ‘Assemble’ brand

to capture this demand, delivering rental growth.

Demand for office space is robust across the

WestEnd with recent lettings commanding a rental

tone of approximately £100 per square foot.

During the year, 67 office leasing transactions

with a rental value of £7.9 million were concluded

12.4 per cent ahead of December 2022 ERV.

Rent reviews with rental value of £1.5 million

completed, 5.8 per cent ahead of previous

passing rents.

418

Suites

£0.9bn

Valuation

£31.5m

Annualised gross income

£50.2m

ERV

53%

44%

1%2%

18%

of portfolio valuation

21%

of portfolio ERV

ERV by village

Covent Garden

Carnaby | Soho

Chinatown

Fitzrovia

38 Shaftesbury Capital PLC | 2023 Annual Report

Mostly heritage buildings

with a unique character

offering:

― studios, one or

two-bedroom

apartments

― largely unfurnished

Rolling upgrade programme

continues – improving

energy performance and

upgrading specifications

Occupancy traditionally

high (> 98 per cent); reliable

cash flow

WAULT: Approximately

1year

Available space

typicallylet within a

matter of days,often

withcompetitivebidding

Residential

Residential homes, across 0.5m square feet, are an important part of our

destinations’ eco-systems, bringing people to shop, dine, socialise andenjoy

theplaces we curate.

The central London residential letting market

was positive throughout 2023. There continues

to be good leasing demand for residential

accommodation across the portfolio of

709residential apartments. Our proposition

of characterful period buildings with modern

specification located in vibrant, well-managed

areas attracts interest from a broad range of

customers.

The sustained strong demand throughout the

year resulted in any available space typically

being let within a matter of days, often involving

competitive bidding.

During the year 338 residential lettings and

renewals with a rental value of £12.8 million

completed 11.7 per cent ahead of previous

passing rents and, at 31 December 2023 only

6units were available to let.

709

Apartments

£0.7bn

Valuation

£23.8m

Annualised gross income

£26.3m

ERV

25%

46%

22%

11%

of portfolio ERV

ERV by village

14%

of portfolio valuation

Covent Garden

Carnaby | Soho

Chinatown

Fitzrovia

39Shaftesbury Capital PLC | 2023 Annual Report

Stakeholders

Stakeholder

engagement

40 Shaftesbury Capital PLC | 2023 Annual Report

41Shaftesbury Capital PLC | 2023 Annual Report

Engaging with our stakeholders is an inherent part of our values.

We are committed to building long-term relationships founded

on respect, integrity and transparency.

Stakeholder engagement

Strategic Report

Stakeholders Material Issues Why we engage How we engage Outcomes of our engagement Further information

Customers

Our customers are the wide range of retailers,

hospitality and leisure operators, office

occupiersand residents throughout our

portfolioof c.660 buildings.

– Providing and promoting high quality, vibrant,

safe and well-maintained destinations to allow

our customers to prosper and flourish.

– Sustainability credentials.

– Economic, political and social issues impacting

cost of living, footfall, recruitment and retention

of staff, statutory consents and potential social

unrest and strikes.

– Placing customers at the heart of our business

is key to delivery of our strategy. The success

of which is based on our ability to understand,

support and respond to our customers' and

potential customers' needs.

– To understand consumer trends, to ensure

ouroffer evolves to meet demand.

– To ensure our customers are kept well

informed of activities affecting them across

ourdestinations.

– Our teams liaise directly with our customers,

and potential customers, with the aim

of creating supportive, collaborative

relationships, for example through

communication of our marketing campaigns.

– Where applicable, our online portals enable

us to provide destination and occupier-specific

information, together with regular information

updates and for our customers to engage with us.

– Continued careful curation of our destinations.

– Strong working relationships with our customers, which

helps support their commercial success.

– £52.8 million new lettings, lease renewals and rent

reviews, including UK-first stores, and relocation or

expansion of a number of customers to suit their needs.

– We undertook over 50 marketing campaigns across the

portfolio, with participation of 310 brands.

Competitive strengths: page 9

Chief Executive’s Statement: page 10

Portfolio and operating review: pages

18to 39

Sustainability report: pages 80 to 91

Chairman’s introduction: page 100

Visitors

Our visitors are those who come to our

destinations or engage with us through our

24social media channels.

– The vibrancy of our mix of retail, hospitality and

leisure, innovative street installations, greening

and wayfinding across our destinations.

– Informative and engaging social media and

communications, promoting our destinations

and our customers.

– Engaging international and domestic tourist

markets to encourage visits.

– Providing a clean and secure environment

across our destinations.

– Visitors contribute to the vibrancy of our

portfolio, and are vital to the success of

ourcustomers.

– Our ability to communicate directly with our

visitors allows us to promote the benefits of

ourdestinations and our customer mix.

– We provide a comprehensive calendar of press

campaigns, events and marketing initiatives.

– Regular interaction via our 24 social channels,

across all destinations.

– We undertook a consumer engagement survey

for Covent Garden email and reward card

subscribers to better understand what they

would like to see from our destination.

– This year we undertook over 50 campaigns across

ourdestinations.

– We grew our digital audience by 147,000 new social

media followers.

– We received over 1,000 responses to the consumer

engagement survey for Covent Garden, with over 90 per

cent of those responding likely to recommend Covent

Garden to a friend.

Why we invest in the West End: page 6

Chief Executive’s Statement: page 10

Portfolio and operating review: pages

18to 39

Enhancing the attractiveness of the West

End: page 28

Employees

Our employees include thoseemployed directly

by us on a permanent or fixed-term contract.

– Ensuring effective integration post-merger.

– Continuing to develop, retain and attract

talented people who share our values.

– Internal communications and ways of working.

– Well-being.

– Opportunities for development and progression.

– Our employees’ individual and collective

knowledge, experience and commitment

is critical to the delivery of our corporate

objectives. In addition, they are the

ambassadors for our business.

– To keep employees informed about business

changes affecting them.

– To continuously improve our processes and

ways of working.

– This year, in addition to regular Company-wide

meetings and email updates, we held informal

breakfast meetings with the Chief Executive and

the Chairman met with the senior employees.

– We also created the Employee Engagement

Forum attended by Charlotte Boyle.

– Six Company-wide meetings held including

presentations on our updated purpose and values,

our new remuneration arrangements and learning and

development framework.

– A number of informal breakfast meetings held with the

Chief Executive.

– 20 meetings held by the Chairman with senior employees.

– Representatives from senior management attend the

newly formed Senior Leadership Team meetings on

amonthly basis.

– Feedback from the Employee Engagement Forum

provided to the February 2024 Board meeting.

Chief Executive’s Statement: page 10

Our purpose-led strategy and business

model: pages 14 and 15

People and culture: pages 46 and 47

Chairman’s introduction: page 100

How the Board monitors culture and

employee engagement: page 103

How we behave: page 110

Suppliers

Our suppliers are those who have a direct

contractual relationship with us, including our

managing agents, outsourced service providers,

contractors and project managers, consultants

and a range of property and corporate advisers

across professional disciplines.

– Developing and maintaining constructive

relationships and working collaboratively.

– Appropriate, responsible, resourcing and

quality of service, including achievement of

agreed service levels.

– Fair payment terms.

– Long-term constructive and open relationships

based on mutual trust with suppliers, who are

aligned with our values, including throughout

their own supply chain, are essential for the

delivery of an appropriate high-quality level

of service to our customers, visitors to our

destinations, and our ongoing success.

– We hold frequent informal and formal

meetings to ensure collaboration,

communication, and to monitor progress

andperformance.

– During the year, we met with suppliers across the

business to establish new relationships, strengthen

existing relationships and communicate our expectations,

resulting in enhanced performance.

– We have commenced a process of reviewing our

supplychain to maximise efficiencies in line with

businessexpectations.

Our purpose-led strategy and business

model: pages 14 and 15

Sustainability report: pages 80 to 91

Health, safety, security and well-being:

page 92

How we behave: page 110

Partners

Our partners include our local authorities,

government bodies, regulators, Business

Improvement Districts, neighbouring landowners,

tourism partners, local amenities societies

and business associations, a variety of cultural

partners and industry bodies.

– Proactive engagement and support of local

statutory and economic plans, and public

realm initiatives to ensure the continued

attractiveness of the West End.

– As a good neighbour and responsible long-

term investor, we are committed to working

collaboratively with a wide range of local

partners to achieve shared goals, and engaging

constructively with local government to ensure

that the West End remains a lively, safe and

preferred destination for those who live, work

and visit.

– As a responsible business we work

cooperatively with a range of government

organisations and regulators.

– During 2023, we engaged with our partners to

ensure they understood any changes that may

arise as a result of the merger.

– Our engagement is undertaken in a wide variety

of ways, and includes meetings, consultations,

working groups and submission of responses

to policy consultations and surveys.

– We take an active role in the groups where we

have membership or representation.

– We participate in neighbourhood co-ordination

groups, which help respond to social

challenges in our destinations.

– Engaged throughout the year with the political leadership

and officers of Westminster City Council and the London

Borough of Camden Council to understand how we can

support our shared goals, contributing our practical

knowledge and experience.

– Maintained our low risk tax rating.

– We are active members of trade associations including

the Westminster Property Association and Better

Buildings Partnership.

– We have participated in or supported initiatives including

the Sustainable City Charter; a trial of e-scooter and e-bike

parking bays; a review of public conveniences in the Soho

district conducted by the Soho Neighbourhood Forum; and

LCCA’s application for a new Chinese pagoda in Chinatown.

– Supported London Fashion Week and British Beauty

Week with the British Beauty Council.

Chief Executive’s Statement: page 10

Sustainability report: pages 80 to 91

42 Shaftesbury Capital PLC | 2023 Annual Report

Stakeholders Material Issues Why we engage How we engage Outcomes of our engagement Further information

Customers

Our customers are the wide range of retailers,

hospitality and leisure operators, office

occupiersand residents throughout our

portfolioof c.660 buildings.

– Providing and promoting high quality, vibrant,

safe and well-maintained destinations to allow

our customers to prosper and flourish.

– Sustainability credentials.

– Economic, political and social issues impacting

cost of living, footfall, recruitment and retention

of staff, statutory consents and potential social

unrest and strikes.

– Placing customers at the heart of our business

is key to delivery of our strategy. The success

of which is based on our ability to understand,

support and respond to our customers' and

potential customers' needs.

– To understand consumer trends, to ensure

ouroffer evolves to meet demand.

– To ensure our customers are kept well

informed of activities affecting them across

ourdestinations.

– Our teams liaise directly with our customers,

and potential customers, with the aim

of creating supportive, collaborative

relationships, for example through

communication of our marketing campaigns.

– Where applicable, our online portals enable

us to provide destination and occupier-specific

information, together with regular information

updates and for our customers to engage with us.

– Continued careful curation of our destinations.

– Strong working relationships with our customers, which

helps support their commercial success.

– £52.8 million new lettings, lease renewals and rent

reviews, including UK-first stores, and relocation or

expansion of a number of customers to suit their needs.

– We undertook over 50 marketing campaigns across the

portfolio, with participation of 310 brands.

Competitive strengths: page 9

Chief Executive’s Statement: page 10

Portfolio and operating review: pages

18to 39

Sustainability report: pages 80 to 91

Chairman’s introduction: page 100

Visitors

Our visitors are those who come to our

destinations or engage with us through our

24social media channels.

– The vibrancy of our mix of retail, hospitality and

leisure, innovative street installations, greening

and wayfinding across our destinations.

– Informative and engaging social media and

communications, promoting our destinations

and our customers.

– Engaging international and domestic tourist

markets to encourage visits.

– Providing a clean and secure environment

across our destinations.

– Visitors contribute to the vibrancy of our

portfolio, and are vital to the success of

ourcustomers.

– Our ability to communicate directly with our

visitors allows us to promote the benefits of

ourdestinations and our customer mix.

– We provide a comprehensive calendar of press

campaigns, events and marketing initiatives.

– Regular interaction via our 24 social channels,

across all destinations.

– We undertook a consumer engagement survey

for Covent Garden email and reward card

subscribers to better understand what they

would like to see from our destination.

– This year we undertook over 50 campaigns across

ourdestinations.

– We grew our digital audience by 147,000 new social

media followers.

– We received over 1,000 responses to the consumer

engagement survey for Covent Garden, with over 90 per

cent of those responding likely to recommend Covent

Garden to a friend.

Why we invest in the West End: page 6

Chief Executive’s Statement: page 10

Portfolio and operating review: pages

18to 39

Enhancing the attractiveness of the West

End: page 28

Employees

Our employees include thoseemployed directly

by us on a permanent or fixed-term contract.

– Ensuring effective integration post-merger.

– Continuing to develop, retain and attract

talented people who share our values.

– Internal communications and ways of working.

– Well-being.

– Opportunities for development and progression.

– Our employees’ individual and collective

knowledge, experience and commitment

is critical to the delivery of our corporate

objectives. In addition, they are the

ambassadors for our business.

– To keep employees informed about business

changes affecting them.

– To continuously improve our processes and

ways of working.

– This year, in addition to regular Company-wide

meetings and email updates, we held informal

breakfast meetings with the Chief Executive and

the Chairman met with the senior employees.

– We also created the Employee Engagement

Forum attended by Charlotte Boyle.

– Six Company-wide meetings held including

presentations on our updated purpose and values,

our new remuneration arrangements and learning and

development framework.

– A number of informal breakfast meetings held with the

Chief Executive.

– 20 meetings held by the Chairman with senior employees.

– Representatives from senior management attend the

newly formed Senior Leadership Team meetings on

amonthly basis.

– Feedback from the Employee Engagement Forum

provided to the February 2024 Board meeting.

Chief Executive’s Statement: page 10

Our purpose-led strategy and business

model: pages 14 and 15

People and culture: pages 46 and 47

Chairman’s introduction: page 100

How the Board monitors culture and

employee engagement: page 103

How we behave: page 110

Suppliers

Our suppliers are those who have a direct

contractual relationship with us, including our

managing agents, outsourced service providers,

contractors and project managers, consultants

and a range of property and corporate advisers

across professional disciplines.

– Developing and maintaining constructive

relationships and working collaboratively.

– Appropriate, responsible, resourcing and

quality of service, including achievement of

agreed service levels.

– Fair payment terms.

– Long-term constructive and open relationships

based on mutual trust with suppliers, who are

aligned with our values, including throughout

their own supply chain, are essential for the

delivery of an appropriate high-quality level

of service to our customers, visitors to our

destinations, and our ongoing success.

– We hold frequent informal and formal

meetings to ensure collaboration,

communication, and to monitor progress

andperformance.

– During the year, we met with suppliers across the

business to establish new relationships, strengthen

existing relationships and communicate our expectations,

resulting in enhanced performance.

– We have commenced a process of reviewing our

supplychain to maximise efficiencies in line with

businessexpectations.

Our purpose-led strategy and business

model: pages 14 and 15

Sustainability report: pages 80 to 91

Health, safety, security and well-being:

page 92

How we behave: page 110

Partners

Our partners include our local authorities,

government bodies, regulators, Business

Improvement Districts, neighbouring landowners,

tourism partners, local amenities societies

and business associations, a variety of cultural

partners and industry bodies.

– Proactive engagement and support of local

statutory and economic plans, and public

realm initiatives to ensure the continued

attractiveness of the West End.

– As a good neighbour and responsible long-

term investor, we are committed to working

collaboratively with a wide range of local

partners to achieve shared goals, and engaging

constructively with local government to ensure

that the West End remains a lively, safe and

preferred destination for those who live, work

and visit.

– As a responsible business we work

cooperatively with a range of government

organisations and regulators.

– During 2023, we engaged with our partners to

ensure they understood any changes that may

arise as a result of the merger.

– Our engagement is undertaken in a wide variety

of ways, and includes meetings, consultations,

working groups and submission of responses

to policy consultations and surveys.

– We take an active role in the groups where we

have membership or representation.

– We participate in neighbourhood co-ordination

groups, which help respond to social

challenges in our destinations.

– Engaged throughout the year with the political leadership

and officers of Westminster City Council and the London

Borough of Camden Council to understand how we can

support our shared goals, contributing our practical

knowledge and experience.

– Maintained our low risk tax rating.

– We are active members of trade associations including

the Westminster Property Association and Better

Buildings Partnership.

– We have participated in or supported initiatives including

the Sustainable City Charter; a trial of e-scooter and e-bike

parking bays; a review of public conveniences in the Soho

district conducted by the Soho Neighbourhood Forum; and

LCCA’s application for a new Chinese pagoda in Chinatown.

– Supported London Fashion Week and British Beauty

Week with the British Beauty Council.

Chief Executive’s Statement: page 10

Sustainability report: pages 80 to 91

Our Section 172(1) Statement, which explains how the Board considered stakeholder

interests and the other matters set out in section 172(1) of the Companies Act 2006 can

be found in our Governance reporting on pages 108 and 109.

43Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Stakeholder engagement

Smart Works

Charity Smart Works gives women the confidence

they need to reach their full potential and secure

employment through their tailored support. The charity

offers a range of employment support, including CV

advice, interview preparation and a bespoke service

providing women with quality professional clothing

for interviews and the workplace.

In 2023, we provided Smart Works with two retail

spaces in our portfolio to create two pop-up Summer

and Winter seasonal boutiques. The boutiques

provided an opportunity for consumers to shop

sustainably and purchase premium fashion and

beauty brands, with all proceeds from sales re-invested

enabling Smart Works to fund their valuable work

and support services.

Stakeholders Material Issues Why we engage How we engage Outcomes of our engagement Further information

Local communities

Our communities are those people who work,

live and study, in or around our destinations, as

well as local organisations, including business and

social enterprises, schools, and charities.

– Understanding the wide variety of needs

across our local communities and how we

can support them.

– Keeping our communities regularly informed

of our activities and initiatives.

– Community projects and initiatives enhance

thevibrancy of our destinations.

– We strive to keep our community regularly

informed of our activities and initiatives, and

respond to the views and needs of local people

and organisations.

– We engaged with a variety of local community

organisations to ensure they understood changes

that may arise as a result of the merger, helping

to build new relationships and strengthen

existingrelationships.

– On completion of the merger, we wrote

toa variety of stakeholders within the

local community to explain that the

merger wastaking place, and held a

seriesof in-person engagements.

– We liaised with our community partners,

local enterprises and others to help

support projects and initiatives for the

benefit of our local communities and the

areas in or near our destinations.

– Our destination reward cards offer

discounts across local businesses for

those that live, work and study within

ourdestinations.

– We supported over 50 organisations or charities within our

local community.

– We donated £476,000 in financial contributions and provided

£807,000 of in-kind support.

– Our employees spent 335 hours volunteering on local

community projects

– Following feedback from local occupiers/residents, we:

– Reduced the noise impact of the rigging and de-rigging of

our Christmas lights.

– Refreshed greening, shop fronts and street furniture in

Seven Dials and enhanced our security in Carnaby | Soho.

– Installed CCTV in Chinatown to enhance security and

address waste management issues.

Chief Executive’s statement: page 13

Our purpose-led strategy and business

model: pages 14 and 15

Sustainability report: pages 89 to 91

Joint Ventures and associates

Our joint ventures and associates are our 50:50

Longmartin associate with The Mercers’ Company

and our 50:50 Lillie Square joint venture with the

The Kwok Family Interests.

– Implications of the merger on operations.

– Agreement of strategies to enhance

ourportfolios.

– Well-managed estates.

– We work closely with our partners to deliver

projects that benefit both parties, ensure

successand add long-term value to our

respective holdings.

– For Longmartin, Board meetings are

held at regular intervals throughout the

year, with property visits as appropriate.

Between Board meetings, management

meetings are held to oversee day-to-day

operations, which are reported back to

the Board.

– For Lillie Square, our engagement includes

regular dialogue between operational

and management teams, outside of

Boardmeetings.

– The annual Business Plans covering priorities and actions for

the year ahead.

Portfolio and operating review: page 33

Finance Providers

Our finance providers include our lending

banks, secured-debt providers, exchangeable

bondholders and private placement loan

noteholders.

– Refinancing of the £576 million loan facility.

– Compliance with our financial covenants.

– We value our strong and transparent relationships

with our range of finance providers, which are

based on mutual understanding, and engage

regularly to maintain these relationships.

– To ensure that our finance providers are kept

updated about our business performance and

activities, covenant compliance and actions

proposed in relation to underlying secured assets.

– We engage through meetings and

providing tours across our portfolio,

where appropriate.

– In November 2023, we hosted an in-depth

Investor Event.

– Refinanced the £576 million loan facility by:

– Signing a new secured loan of £200 million with Aviva

Investors; and

– Signing a new £350 million senior unsecured loan agreement.

Our purpose-led strategy and business

model: pages 14 and 15

Debt and gearing: pages 56 and 57

Shareholders

Our shareholders are the owners of our business.

– Completion of the all-share merger.

– Delivering on our purpose and strategy.

– Our financial and business performance.

– Making a long-term, positive impact.

– We value our relationships with our shareholders

and engage regularly with existing shareholders,

potential investors and sell-side analysts,

toprovide updates on our activities, communicate

our investment case and governance framework,

and understand their priorities.

– Our investor relations programme includes

regular results and reporting, press releases,

investor events, one-to-one meetings,

roadshows, property tours and our AGM.

– In November 2023, we hosted our

inaugural Investor Event.

– Our 2023 AGM was held in a hybrid

format, providing shareholders the

opportunity to attend in person or

virtually to ask questions and vote.

– Market and shareholder perspectives

study conducted by external advisers.

– 33.1 per cent Total Shareholder Return for 2023.

– Successful completion of the all-share merger, following

shareholder approval at the General Meetings.

– Positive market feedback following our inaugural Investor

Event in November 2023.

– Investor feedback following shareholder meetings and tours

is shared with the Executive Committee and Board.

– All resolutions at our 2023 AGM passed with a majority in

excess of 89 per cent.

– Feedback from the market and shareholder perspectives

study considered by the Board.

Chief Executive’s statement: page 10

Our purpose-led strategy and business

model: pages 14 and 15

Chairman’s introduction: page 100

Corporate governance report: pages

110and 111

Directors' remuneration report: page 127

44 Shaftesbury Capital PLC | 2023 Annual Report

Investor Event

We held our inaugural Investor Event on 27

November 2023 at The Royal Opera House,

Covent Garden.

Our management team provided investors

and analysts an insight into our unique,

irreplaceable portfolio and set out medium-

term priorities and targets for the Company.

Read more about delivering on strategy and

our medium-term targets on page 2.

Stakeholders Material Issues Why we engage How we engage Outcomes of our engagement Further information

Local communities

Our communities are those people who work,

live and study, in or around our destinations, as

well as local organisations, including business and

social enterprises, schools, and charities.

– Understanding the wide variety of needs

across our local communities and how we

can support them.

– Keeping our communities regularly informed

of our activities and initiatives.

– Community projects and initiatives enhance

thevibrancy of our destinations.

– We strive to keep our community regularly

informed of our activities and initiatives, and

respond to the views and needs of local people

and organisations.

– We engaged with a variety of local community

organisations to ensure they understood changes

that may arise as a result of the merger, helping

to build new relationships and strengthen

existingrelationships.

– On completion of the merger, we wrote

toa variety of stakeholders within the

local community to explain that the

merger wastaking place, and held a

seriesof in-person engagements.

– We liaised with our community partners,

local enterprises and others to help

support projects and initiatives for the

benefit of our local communities and the

areas in or near our destinations.

– Our destination reward cards offer

discounts across local businesses for

those that live, work and study within

ourdestinations.

– We supported over 50 organisations or charities within our

local community.

– We donated £476,000 in financial contributions and provided

£807,000 of in-kind support.

– Our employees spent 335 hours volunteering on local

community projects

– Following feedback from local occupiers/residents, we:

– Reduced the noise impact of the rigging and de-rigging of

our Christmas lights.

– Refreshed greening, shop fronts and street furniture in

Seven Dials and enhanced our security in Carnaby | Soho.

– Installed CCTV in Chinatown to enhance security and

address waste management issues.

Chief Executive’s statement: page 13

Our purpose-led strategy and business

model: pages 14 and 15

Sustainability report: pages 89 to 91

Joint Ventures and associates

Our joint ventures and associates are our 50:50

Longmartin associate with The Mercers’ Company

and our 50:50 Lillie Square joint venture with the

The Kwok Family Interests.

– Implications of the merger on operations.

– Agreement of strategies to enhance

ourportfolios.

– Well-managed estates.

– We work closely with our partners to deliver

projects that benefit both parties, ensure

successand add long-term value to our

respective holdings.

– For Longmartin, Board meetings are

held at regular intervals throughout the

year, with property visits as appropriate.

Between Board meetings, management

meetings are held to oversee day-to-day

operations, which are reported back to

the Board.

– For Lillie Square, our engagement includes

regular dialogue between operational

and management teams, outside of

Boardmeetings.

– The annual Business Plans covering priorities and actions for

the year ahead.

Portfolio and operating review: page 33

Finance Providers

Our finance providers include our lending

banks, secured-debt providers, exchangeable

bondholders and private placement loan

noteholders.

– Refinancing of the £576 million loan facility.

– Compliance with our financial covenants.

– We value our strong and transparent relationships

with our range of finance providers, which are

based on mutual understanding, and engage

regularly to maintain these relationships.

– To ensure that our finance providers are kept

updated about our business performance and

activities, covenant compliance and actions

proposed in relation to underlying secured assets.

– We engage through meetings and

providing tours across our portfolio,

where appropriate.

– In November 2023, we hosted an in-depth

Investor Event.

– Refinanced the £576 million loan facility by:

– Signing a new secured loan of £200 million with Aviva

Investors; and

– Signing a new £350 million senior unsecured loan agreement.

Our purpose-led strategy and business

model: pages 14 and 15

Debt and gearing: pages 56 and 57

Shareholders

Our shareholders are the owners of our business.

– Completion of the all-share merger.

– Delivering on our purpose and strategy.

– Our financial and business performance.

– Making a long-term, positive impact.

– We value our relationships with our shareholders

and engage regularly with existing shareholders,

potential investors and sell-side analysts,

toprovide updates on our activities, communicate

our investment case and governance framework,

and understand their priorities.

– Our investor relations programme includes

regular results and reporting, press releases,

investor events, one-to-one meetings,

roadshows, property tours and our AGM.

– In November 2023, we hosted our

inaugural Investor Event.

– Our 2023 AGM was held in a hybrid

format, providing shareholders the

opportunity to attend in person or

virtually to ask questions and vote.

– Market and shareholder perspectives

study conducted by external advisers.

– 33.1 per cent Total Shareholder Return for 2023.

– Successful completion of the all-share merger, following

shareholder approval at the General Meetings.

– Positive market feedback following our inaugural Investor

Event in November 2023.

– Investor feedback following shareholder meetings and tours

is shared with the Executive Committee and Board.

– All resolutions at our 2023 AGM passed with a majority in

excess of 89 per cent.

– Feedback from the market and shareholder perspectives

study considered by the Board.

Chief Executive’s statement: page 10

Our purpose-led strategy and business

model: pages 14 and 15

Chairman’s introduction: page 100

Corporate governance report: pages

110and 111

Directors' remuneration report: page 127

45Shaftesbury Capital PLC | 2023 Annual Report

Culture and values

We have a high-performing, professional, inclusive and

entrepreneurial culture where creativity and innovation is

encouraged and promoted. We provide a collaborative

environment where people are inspired to give their best and

contribute to the Company’s success. During the year, we revisited

our corporate values, which underpin our culture, and relaunched

these to the business (read more on pages 10 and 100).

Employee engagement & Integration

In making decisions impacting our employees, we seek theviews

and opinions of our colleagues across the business. To ensure

that our employees were kept updated pre– and post-merger, our

Executive Directors led Company-wide meetings throughout

the year. A programme of portfolio tours was arranged to help

employees to get to know the enlarged portfolio and their new

colleagues, and our Chief Executive led a series of informal

breakfast meetings. We also established an Employee Feedback

Forum, attended by our Non-executive Director Charlotte Boyle.

Talent, training & development

We regularly undertake succession planning to review our

talent pipeline and to ensure individuals are appropriately

developed. Our learning and development programmes are

designed to strengthen our teams and challenge aspiring

leaders. Followingcompletion of the merger, a new learning

and development framework was launched, focusing on the pillars

of core skills, professional learning, mandatory learning, internal

learning programmes and talent development programmes.

We make training available to all employees and encourage

continued professional development with 2,500 hours

of training undertaken during 2023. Bespoke coaching

programmes are provided to employees, and we sponsor

individuals undertaking further professional qualifications,

encouraging continuous learning.

New opportunities that arise in the business are advertised

internally, and we aim to promote internal candidates in order

to enhance career development and encourage mobility across

the Company.

Strategic Report

People and culture

We aim to hire talented individuals who aspire to grow and

develop in their careers. We ensure our talent have the skillset

and expertise to advance, and we actively support and

encourage professional development through sponsorship

of the Chartered Surveyors Assessment of Professional

Competence (“APC”), accounting qualifications and various

other qualifications. Recently three of our employees

successfully qualified in Chartered Surveying and Chartered

Accountancy.

Our people are key to our success and achieving our purpose.

We have a responsibility to our multiple stakeholders, our people

and our planet. Our decisions are rooted in the lasting impact

of our actions to deliver long-term economic and social value

We are a high-performance business and are committed to

the highest professional standards, acting with honesty and

transparency, and not compromising our integrity

We strive to be the best at what we do, with a creative and

entrepreneurial approach, imagining the art of the possible, to

seek opportunities to improve and deliver positive outcomes

for our multiple stakeholders

We work collaboratively in an environment where everyone has

a voice and a part to play and where relationships are based

on respect, empathy and trust. We build and develop diverse

teams of extraordinary professionals, advocating inclusive and

supportive behaviours

We engage with stakeholders and aim to make a positive

impact through our people, local communities, partnerships

and in the great places we curate, invest in and manage

Values

Take a responsible, long-term view

Act with integrity

Take a creative approach

Listen and collaborate

Make a difference

46 Shaftesbury Capital PLC | 2023 Annual Report

Performance management

Annual performance objectives for each employee are agreed

at the beginning of the calendar year and ongoing performance

check-in meetings take place regularly throughout the year.

Remuneration

We regularly benchmark our approach to remuneration, toensure

that we are appropriately competitive in the market. Followingthe

completion of the merger we launched a new remuneration

strategy to reward and incentivise our people, aligned to our

values and the Executive Director remuneration structure.

All permanent employees are eligible to receive share awards so

that everyone can participate in the success of the Company.

These awards have a three-year performance period and are

subject to corporate performance conditions.

Our core compensation package comprises base salary,

performance bonus linked to Company and personal

performance and discretionary share awards.

Benefits

We also offer an attractive package of additional benefits to

ouremployees. The Company offers a pension contribution

of17.5 per cent of salary. We provide 30 days annual leave

and offer a flexible leave policy under which employees have

the ability to buy and sell up to 10 days holiday each year.

Well-being

The well-being of our people is of the utmost importance.

Wedeliver a lifestyle programme throughout the year focusing

on financial well-being, and both physical and mental health.

Sessions provided in 2023 covered topics including mortgages,

tax returns, financial health, resilience and anxiety.

Our head office fit-out has a strong focus on employee well-being,

with greenery, standing desks and amenity space for our

employees to collaborate and interact.

The Company offers Gymflex and Cycle to Work schemes,

andprovided free yoga classes for employees during the year,

to support physical and mental well-being.

Diversity, Equality & Inclusion

We believe that every person in the Company has a part

to play in generating value, and we understand fully the

benefits of a diverse workforce. Diversity is considered

when making appointments at all levels, and an inclusive

anddiverse culture forms part of our values.

Our maternity and shared parental leave benefits each pay

six months’ full salary. In addition, we regularly review our

policies to ensure that we continue to be an inclusive and

supportive employer. We hosted sessions to engage and

educate our employees on topics such as attitudes towards

LGBTQIA+ in the UK, neurodiversity and race-related

challenges in the workplace.

We support a number of initiatives which aim to increase

diversity within the property industry, including being a

member of the Employers Network for Equality & Inclusion

(“ENEI”), a member of Real Estate Balance, a sponsor of

the Reading Real Estate Foundation and a supporter of

thePathways to Property work experience programme.

Weare a corporate member of the British Property

Federation (“BPF”), support the BPF’s Futures programme

and are a member of the BPF’s Diversity & Inclusion

Champions network. We are a corporate sponsor of

Freehold, a London-based forum for LGBTQIA+ real estate

professionals, and a corporate member of AbilityRE and

theBusiness Disability Forum.

We work with initiatives including the 10,000 Black Interns

and 10,000 Able Interns initiatives, and the social mobility

charity UpReach to provide work experience placements

to students. We are also an active supporter of the Reading

Real Estate Foundation’s Access programme, which aims to

provide work experience to students from underprivileged

backgrounds, and supported a second scholar from the

University of Westminster, committing to continuing to fund

fees and a bursary, together with work-experience for an

undergraduate student studying Real Estate.

A summary of the Company’s gender diversity is set out on

page 117.

47Shaftesbury Capital PLC | 2023 Annual Report

Financial review

Delivering

financial

performance

48 Shaftesbury Capital PLC | 2023 Annual Report

49Shaftesbury Capital PLC | 2023 Annual Report

Financial results

£141.9m Gross profit

£750.4m Profit for the year

£60.4m Underlying earnings

3.7p Underlying earnings per share

3.15p Dividend per share

£4,795m Total portfolio market value

£3,480m Net assets

190.3p EPRA NTA per share

30.9% EPRA loan-to-value

£485.7m Cash and undrawn facilities

2.2% Total property return

5.8% Total accounting return

33.1% Total shareholder return

Strategic Report

Financial review

“Having made good progress in 2023,

Shaftesbury Capital is well-positioned

to deliver long-term value creation and

growth inearnings and dividends, driven

by favourable prospects for rental growth,

further operating efficiencies, investment

activity and capital management.”

Presentation of information

The all-share merger of Capital & Counties Properties PLC

(“Capco”) and Shaftesbury PLC to create Shaftesbury Capital

PLC (“Shaftesbury Capital”) completed on 6 March 2023.

Thefinancial review sets out the results of Shaftesbury Capital

with the consolidated income statement reflecting the standalone

performance of Capco for the period 1 January to 6 March and

the performance of the merged business, Shaftesbury Capital,

between the completion date of 6 March and 31 December 2023.

The balance sheet as at 31 December 2023 reflects the position

of the combined Group. The 2022 comparative information

relates to Capco pre-merger.

Reflecting the Company’s focus primarily on the wholly-owned

portfolio, all information is presented on an IFRS basis, with

Group share (which included the share of joint ventures and

associates on a proportionally consolidated basis) no longer

being presented. Key performance metrics have been restated to

reflect this change. Pro forma information has been included for

the balance sheet to provide relevant comparative information.

Further details on pro forma information, and reconciliation to

reported numbers, is included on page 215.

Situl Jobanputra

Chief Financial Officer

Disciplined capital allocation

Efficient balance sheet,

capital discipline and

returns focus

Accretive investment

in portfolio, including

refurbishment, asset

management and repositioning

opportunities

Rotation of capital from

non-strategic or mature assets

Acquisitions

in line with strategy to create

long-term value

Dividend distributions

reflecting progression in

underlying earnings and cash

generation

50 Shaftesbury Capital PLC | 2023 Annual Report

Financial highlights

Shaftesbury Capital has had an excellent 2023 characterised

by operational momentum across our portfolio, with strong

leasing demand across all uses resulting in rental growth.

Footfall trends across the West End are positive, buoyedby

increasing international visitor numbers, contributing to growth

in sales for our retail and hospitality customers. Againsta

backdrop of geopolitical and macroeconomic uncertainty,

the resilient performance over the year demonstrates the

exceptional qualities of our portfolio, which has generated

growth in annualised income and ERV as well as a stable

property valuation, particularly in a market characterised by

widened yields.

Underlying earnings for the year were £60.4 million, equivalent

to 3.7 pence per share based on the weighted average number

of shares during the year. Net rental income has increased in the

year, offset in part by higher finance costs and administration

expenses. The Directors have declared a final dividend of 1.65

pence per share, which when combined with the interim dividend

of 1.5 pence results in a total dividend per share in respect of the

year of 3.15 pence per share.

The wholly-owned portfolio has been independently valued at

£4,795.3 million, reflecting a –0.8 per cent like-for-like movement

relative to the pro forma 31 December 2022 valuation of

£4,857.8 million. ERV increased by 6.9 per cent (like-for-like)

to £236.9 million and the equivalent yield was 4.34 per cent,

reflecting outward movement of 26 basis points.

The sale of seven properties was completed in the year for total

proceeds of £88.1 million, 11.8 per cent ahead of the latest

valuation. Subsequent to year end a further property has been

sold for £56.5 million bringing total disposals to £145 million,

8per cent ahead of valuation.

Overall EPRA NTA (net tangible assets) per share increased

by 4.5per cent in the year from 182.1 pence at 31 December

2022 to 190.3 pence. Combined with the 3.15 pence per

share dividend paid to shareholders during the year, the total

accounting return for the year is 5.8 per cent. Total shareholder

return for the year was 33.1 per cent, reflecting dividends paid

and the increase in the share price from 106.5 pence to 138.1

pence per share.

Significant progress has been made on cost savings across

the business, well ahead of the phasing included in the merger

documentation, which set out a run rate of £12.0 million within

two years, of which £6.0 million would be achieved within a year

of completion. Total annualised savings are expected to amount

to over £16 million, primarily in administration costs, the majority

of which relate to actions or decisions already taken. A number

of broader benefits from the merger have also been identified,

including incremental revenue opportunities. We continue to

work towards an effective and efficient organisational structure,

with the EPRA cost ratio (which measures property-level and

administration costs relative to gross rental income) targeted to

reduce towards 30 per cent over the medium-term.

The Group has a strong balance sheet with a focus on resilience,

flexibility and efficiency. The EPRA loan-to-value ratio at year

end was 31 per cent. There is significant headroom against debt

covenants and access to liquidity, comprising cash and undrawn

facilities of £485.7 million (31 December 2022: £416.5 million).

During the year, £550 million of debt was raised comprising a

£200 million 10-year loan facility, secured against a portfolio

of assets within the Carnaby portfolio, and an unsecured

medium term bank financing of £350 million (upsized from

£300million) comprising a term loan and a revolving credit

facility. Theproceeds, together with the Group’s cash resources,

were used to repay the loan facility which was drawn down in full

in April 2023 to fund redemption of the Chinatown and Carnaby

bonds for £575 million. Priorities over the forthcoming period

areto refinance the 2026 debt maturities as well as consideration

of longer-term financing options to evolve our capital structure,

taking advantage of the Group’s enhanced credit profile.

As set out in the November 2023 investor event, we are targeting

average annual rental growth of 5-7 per cent and, assuming

stable cap rates, total property returns of 7-9 per cent and total

accounting returns of 8-10 per cent over the medium-term.

Accounting implications of the merger

As detailed in note 1 ‘Principal accounting policies’ under

‘Critical accounting judgements and key sources of estimation

uncertainty’, from an accounting perspective, Capco was the

deemed acquirer of Shaftesbury. The book value of Shaftesbury’s

net assets has been adjusted to reflect their fair value at the

completion date of 6 March 2023, in accordance with IFRS 3.

The major adjustments required by IFRS 3 included:

― the derecognition of Shaftesbury tenant lease incentives

and deferred letting fees of £42.0 million held within other

receivables. The balance would have been amortised to net

rental income on a straight-line basis over the remaining term

of the lease to the earlier of break or expiry. As a result of

this adjustment, net rental income for the Shaftesbury assets

from 6March 2023 reflects amortisation of new tenant lease

incentives and deferred letting fees only.

― £959.8 million nominal fixed rate debt held by Shaftesbury

was fair valued at £889.0 million, resulting in a £70.8 million

fair value movement. The Group’s 50 per cent share of the

Longmartin debt was fair valued at £56.6 million, £3.4 million

lower than nominal value of £60 million, leading to a total

fair value difference of £74.2 million. £24.6 million of this

difference has been derecognised through other finance

costs on redemption of the Chinatown and Carnaby bonds.

Theremainder will be amortised as a charge to other finance

costs over the remaining term of the debt facilities, with a

£5.2million charge being recorded in the year. At 31 December

2023 the unamortised balance of the fair value adjustment was

£44.4million, equivalent to 2.4 pence per share in EPRA NTA.

Consideration issued on completion of the merger was in the

form of 3.356 Capco shares for each Shaftesbury share, with

a total of 1,096 million shares being issued (including 128.4

million shares issued to a Capco-controlled entity in respect of

secured Shaftesbury shares previously held as collateral for the

exchangeable bonds). The Shaftesbury Capital share price was

trading at a 32 per cent discount to EPRA NTA on 6 March 2023,

which in turn results in the deemed value of the consideration

being at a discount to the fair value of Shaftesbury’s net assets

on completion. This discount, referred to under IFRS as a

‘bargain purchase’ gain, amounted to £805.5 million and has

been recognised under the IFRS 3 completion accounting in the

consolidated income statement.

51Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Financial review

Prior to the merger, Capco owned 25.2 per cent of Shaftesbury

shares with the investment held as a financial asset at fair

value through profit and loss. The investment was revalued on

3March2023 based on the closing share price of 421.6 pence

resulting in a fair value gain of £52 million during the period.

Following the merger, Shaftesbury is fully consolidated with

noseparate investment held.

Accounting policies have been aligned following the merger.

Asaresult, tenant lease incentives and deferred letting fees,

which were previously amortised to lease expiry within Capco,

have been amended to be amortised on a straight-line basis

to the earlier of the lease break date and expiry. This change

has ledto a £5.1 million reduction in net rental income in the

current year with a corresponding reduction in other receivables.

Astenant lease incentives and deferred letting fee balances

are deducted from the market value of investment property to

calculate the portfolio carrying value, this adjustment is also

reflected through investment property carrying value and the

revaluation movement, and consequently it does not impact

netasset value or profit for the year.

In addition, for legacy Capco, letting fees deferred on the balance

sheet and amortised to property costs on a straight-line basis

had not been previously deducted from the market value of

investment property. Since the related leases are included in

the valuation, the investment property carrying value has been

reduced by £4.1 million, being the balance of deferred letting fees

carried on the balance sheet at 1 January 2023. This adjustment

is included within the valuation movement for the year.

Alternative performance measures

As is usual practice in the real estate sector, alternative

performance measures (“APMs”) are presented for certain

indicators, including earnings, earnings per share and EPRA

net tangible assets, making adjustments set out by EPRA in its

Best Practice Recommendations. These recommendations are

designed to make the financial statements of public real estate

companies more comparable across Europe, enhancing the

transparency, comparability and coherence of the sector.

One of the key performance measures which the Group uses is

underlying earnings. The underlying earnings measure reflects the

underlying financial performance of the Group’s core West End

property rental business and is a relevant metric in determining

dividends. The measure aligns with the main principles of EPRA

earnings which excludes valuation movements on the wholly-

owned, joint venture and associate properties, fair value changes

of financial instruments and listed investments, cost of early close

out of debt, gain on bargain purchase and IFRS 3 merger-related

transaction costs. In calculating underlying earnings, additional

adjustments are made to exclude items considered to be non-

recurring or significant by virtue of size and nature. Consistent

in the calculation for both years is the removal of the financial

performance of the Lillie Square joint venture, associated tax

adjustments and the interest receivable on the loan issued to

the joint venture by the Group. Lillie Square is not considered

to be a core part of the operations of the Group and therefore

its results are not included in underlying earnings. The fair value

movement of the option component of the exchangeable bond is

also adjusted from underlying earnings as such movements do not

reflect the true nature of the performance of the Group.

Following the completion of the all-share merger on 6 March

2023, the following new adjustments have been made to

underlying earnings:

― A fair value exercise was performed on the Shaftesbury

balance sheet, with the debt (including an adjustment to the

investment in Longmartin arising from the fair value adjustment

of the underlying debt in the associate) adjusted to be held at

a fair value of £945.6 million compared to the nominal value of

£1,019.8 million. The balance of the fair value adjustments will

be amortised to other finance costs over the remaining term of

the debt facilities. In the current year, EPRA earnings has been

adjusted by £24.6 million, to reflect the accelerated unwind

of the fair value adjustment following the early redemption of

the Chinatown and Carnaby bonds in April 2023. The current

year amortisation of the fair value adjustment for the other

debt facilities of £5.2 million has been adjusted from underlying

earnings within other finance costs.

― £8.7 million of merger-related integration and other non-

underlying costs have been incurred. These costs are non-

recurring as they relate to significant transactions outside the

core operations of the Group.

― A £5.1 million reduction to gross profit has been reported

as a result of the alignment of accounting policies following

the merger. Details are set out in note 1 ‘Principal accounting

policies’ under ‘Changes in accounting policies’. The alignment

was considered immaterial and not adjusted retrospectively.

The cumulative impact as at 1 January 2023 was adjusted

against gross profit and as such has been adjusted from

underlying earnings to reflect the true performance of the

business for the current year.

Further details on APMs used, including details on pro forma

information, and how they reconcile to IFRS, are set out on page 214.

100

140

180

220

260

December 23

annualised

gross income

£192.8m

L-f-L

+6.9%

£236.9m

£13.9m

£10.9m

£17.3m

£2.0m

December 23

ERV

L-f-L

+10.4%

Contracted

Realised on expiry

of rent-free periods,

and contractual rent

increases

EPRA vacancy

Of which £6.2m

is under offer,

resulting in available

to let vacancy of

2.1%

Under

refurbishment

Realised on

completion and

letting of schemes

in progress

Net under

rented

23%

December 2023 Annualised Gross Income to ERV Bridge; reversion £44.1m (23%)

52 Shaftesbury Capital PLC | 2023 Annual Report

Financial Performance

Summary income statement

The 2023 summary income statement represents the standalone

performance of Capco for the period to 6 March 2023 and that

of the combined Group from that date to 31 December 2023.

The comparative information for 2022 relates to the previously

reported results of Capco.

 2023

£m

2022

£m

Gross profit 141.9 57.3

Loss on revaluation and profit on sale of investment

property (65.0) (0.8)

Change in fair value of listed equity investment 52.0 (239.5)

Other income 2.7 13.5

Administration expenses

(83.8) (40.6)

Net finance costs

(51.9) (24.6)

Profit from joint ventures and associates 0.2 –

Taxation (0.2) (6.0)

Other

(51.0) 28.9

(55.1) (211.8)

Gain on bargain purchase 805.5 –

Profit/(loss) for the year 750.4 (211.8)

Basic earnings/(loss) per share 45.5p (24.9)p

EPRA earnings

45.0 57.3

EPRA earnings per share

2.7p 6.7p

Underlying earnings

60.4 18.6

Underlying earnings per share

3.7p 2.2

Weighted average number of shares

1,648.9m 851.3m

1. Administration expenses include £44.5 million of non-underlying costs

(2022: £14.6 million) substantially related to merger-related transaction

andintegration costs, which are considered non-recurring in nature.

2. Excludes other finance income and costs and change in fairvalue of derivative

financial instruments (included in “Other”above).

3. Includes impairment of other receivables, other finance income and costs

including the change in fair value of derivatives and amortisation of merger

adjustments for the fair value of Shaftesbury debt adjustment on merger.

4. Further details regarding EPRA and Underlying earnings are disclosed in note 3

“Performance measures”.

5. In total, 1,953.2 million shares are in issue as at 31 December 2023.

Followingthe issuance of 1,095.6 million shares on 6 March 2023, the weighted

average number of shares for the 12 months ended 31 December 2023 is

1,648.9 million. The weighted average number of shares excludes 128.4 million

own shares held as collateral for the exchangeable bond and 3.1 million shares

held by the Group’s approved Employee Benefit Trust, both of which are

included in the total number of shares in issue of 1,953.2 million.

Gross profit

 2023

£m

2022

£m

Rent receivable 171.9 61.5

Straight lining of tenant lease incentives

3.9 6.3

Service charge income 19.3 6.3

Revenue 195.1 74.1

(Provision for)/reversal of expected credit loss (2.0) 1.6

Property expenses

(31.1) (10.2)

Service charge expenses (19.3) (6.3)

Impairment of tenant lease incentives (0.8) (1.9)

Gross profit 141.9 57.3

1. 2023 includes £5.1 million reduction for the change in accounting policy to

adjust the amortisation period for tenant lease incentives and deferred letting

fees. £4.1 million adjustment is recorded through straight lining of tenant lease

incentives and £1.0 million in property expenses.

Rent receivable income has increased by 13.2 per cent like-

for-like compared with December 2022 reflecting the positive

letting activity across the portfolio.

Straight lining of tenant lease incentives, after a non-cash

charge of £4.1 million reflecting the change in accounting policy

noted above, has increased revenue by £3.9 million in the

year. Excluding the change in accounting policy, the impact of

straight lining tenant lease incentives would have increased

income by £8.0 million, reflecting the large volume of new

leases signed in the year.

Reflecting the normalisation of cash collection levels, as at

31 December 2023 the balance sheet provision for expected

credit losses for rent receivable was £4.8 million representing

26 per cent of the rent receivable balance. As at 31 December

2022 the legacy Capco provision was £4.0 million representing

33 per cent of the rent receivable balance.

53Shaftesbury Capital PLC | 2023 Annual Report

Loss on revaluation and profit on sale

of investment property

The market valuation of the wholly-owned portfolio has

decreased by 0.8 per cent like-for-like between December

2022 (pro forma) and December 2023 to £4,795.3 million.

ERV increased by 6.9 per cent (like-for-like) to £236.9 million

and the equivalent yield was 4.34 per cent, reflecting outward

movement of 26 basis points. The equivalent yield on the

commercial portfolio (excludingresidential assets) was

approximately 4.58 per cent.

The loss on revaluation of £68.5 million recorded in the income

statement, and revaluation gain of £1.8 million recorded in the

statement of comprehensive income, is based on carrying value

ofthe property portfolio after adjustments for lease incentives and

capital expenditure and takes into account valuation movements

on the Shaftesbury investment property between the fair value on

completion of the merger and the valuation at 31 December 2023.

Seven properties have been disposed during the year for gross

proceeds of £88.1 million. Based on the opening book value and

sale costs, overall profit of £3.5 million has been recognised.

Other income

Dividend income of £2.6 million was received from the 25.2

per cent shareholding in Shaftesbury on 15 February 2023 in

relation to the final quarter of 2022.

Administration expenses

 2023

£m

2022

£m

Depreciation 0.4 0.2

Other administration expenses 38.9 25.8

Underlying administration expenses 39.3 26.0

Merger-related transaction costs 35.8 14.6

Merger-related integration and non-underlying

administrative expenses 8.7 –

Administration expenses 83.8 40.6

Underlying administration expenses of £39.3 million, is

considerably below the combined previously reported

administrative expenses by each separate company, prior

tothe merger.

In addition to underlying administration expenses of £39.3 million,

merger-related transaction costs of £35.8 million have been

incurred during the year, with the majority related to successful

completion of the merger.

One-off merger-related integration and other costs of

£8.7million have been incurred. Delivering recurring cost

synergies and other merger benefits continues to be a priority

for the Group with total annualised cost savings expected to be

over £16 million, which represents significant progress ahead

of the phasing included in the merger documentation (which set

out a run rate of £12.0 million within two years, of which £6.0

million would be achieved within a year of completion).

Over the medium-term the Group is targeting an improvement

in the EPRA cost ratio towards 30 per cent from its current

level of 39.9 per cent, driven by growth in rental income and

rigorous management of irrecoverable property costs and

administration expenses.

Net finance costs

Following the merger, the £576 million loan facility was drawn

in full in April 2023 to fund the redemption of the £575 million

Chinatown and Carnaby bonds. In August 2023, a £200 million

10-year loan facility, secured against a portfolio of assets within

the Carnaby portfolio, was drawn and used to repay part of the

£576 million loan facility. The remainder was repaid in December

2023 using Group cash and the proceeds of the new £350 million

unsecured loan facility.

Net finance costs of £51.9 million include interest on the additional

£385 million of fixed rate debt secured on Shaftesbury assets

acquired on completion of the merger.

Finance income increased by £13.0 million to £15.6 million during

the year, comprising £6.3 million interest earned on cash held

on deposit and £9.3 million in relation to interest rate hedging

arrangements. Protection is in place in relation to the interest rate

exposure on all of the Group’s drawn variable rate debt until the

end of 2025 through caps and collars. The average cash balance

held through the year was approximately £135 million.

Profit from joint ventures and associates

Our share of Longmartin’s post-tax profit was £0.2 million for

the period 6 March to 31 December 2023. Our share of the

revaluation deficit was £1.0 million. Excluding the revaluation

and fair value adjustment on debt and including the £0.4 million

interest received on the interest-bearing loan provided to the

associate, our share of underlying earnings from Longmartin was

£2.1 million. £1.5 million dividends were received during 2023.

Strategic Report | Financial review

54 Shaftesbury Capital PLC | 2023 Annual Report

Taxation

The Group continues to satisfy the requirements to qualify for

REIT status. Therefore, as its income is substantially derived from

qualifying property rental business activities within the REIT

regime, the majority of its income is exempt from tax. There is

a tax charge of £0.2 million in the year (2022: £nil), relating to

non-REIT activity, mainly arising in respect of finance income.

Dividends

The Board has declared a final dividend of 1.65 pence per

share, bringing the total dividend to 3.15 pence per share,

reflecting progression in underlying earnings and cash generation.

The total gross dividend payable is £32.2 million of which £2.1

million relates to the Group entity which holds 128.4 million

shares as security under the terms of the exchangeable bonds.

Summary balance sheet

The 31 December 2022 balance sheet reflects the Capco position only. The pro forma balance sheet has been included in order to

provide additional information for comparative purposes.



31 December

2023

£m

30 June

2023

£m

Pro forma

31 December

2022

£m

31 December

2022

£m

Property portfolio

4,760.4 4,865.2 4,829.2 1,715.1

Investment in joint ventures and associates 83.4 84.4 86.8 0.2

Financial assets at fair value - – – 356.9

Net debt

(1,499.1) (1,553.5) (1,488.2) (633.5)

Other assets and liabilities 135.5 157.6 98.6 122.9

Net assets 3,480.2 3,553.7 3,526.4 1,561.6

EPRA net tangible assets 3,479.4 3,541.3 3,526.4 1,552.2

EPRA net tangible assets per share (pence) 190.3p 193.8p 192.8p 182.1p

Adjusted, diluted number of shares

1,828.8m 1,827.2m 1,828.8m 852.3m

1. Pro forma information is explained in further detail on page 215.

2. 31 December 2023 includes £20.2 million accounted for as owner-occupied property.

3. Net debt based on nominal value of debt drawn less cash, excluding tenant deposits of £14.5 million (30 June 2023: £14.4 million; 31 December 2022

and pro forma: £13.4 million).

4. Number of shares as at pro forma 31 December 2022, 30 June 2023 and 31 December 2023 excludes 128.4 million shares held as collateral for the exchangeable

bond and 3.1 million within an approved Employee Benefit Trust. Total share capital in issuance, including these components, was 1,953.2 million shares as at 30 June

and 31 December 2023.

EPRA NTA

The EPRA NTA movement reflects the effect of merger completion and the portfolio valuation movement. As referred to earlier,

through the completion accounting, the Shaftesbury debt, including the debt in relation to our share of the Longmartin investment,

which had an overall nominal value of £444.8 million, was fair valued and was held at £400.4 million as at 31 December 2023.

Thisdifference of £44.4 million, or 2.4 pence in terms of EPRA NTA per share, will reverse as the balance sheet value of the debt

accretes to nominal value over the remaining term of the debt. The impact of this unwind is excluded from underlying earnings.

The entity has provided an undertaking not to exercise its voting

rights in respect of such ordinary shares but will receive the

declared dividend, the majority of which should subsequently

be retained by the Group following the dividend threshold test

as set out in the exchangeable bond conditions. In addition,

thedividend will not be paid in relation to the 3.1 million

sharesheld by the Group’s approved Employee Benefit Trust.

The dividend is to be paid 0.65 pence as a PID and 1.0 pence

as a non-PID, on 31 May 2024 to shareholders on the register

at 26 April 2024.

During the first half, in respect of the period pre-merger,

Capcopaid a second interim dividend of 1.7 pence per

Capcoshare and Shaftesbury paid a dividend of 2.7 pence

perShaftesbury share to their respective shareholders.

EPRA net tangible assets per share +4.5% to 190.3 pence

180p

185p

190p

195p

200p

December

2022

182.1

190.3

(0.3)

(2.3)

(2.4)

(3.6)

3.3

2.4

10.9

0.2

Merger

impact

FV of debt Revaluation December

2023

Other Dividend Non-underlying

costs

Underlying

earnings

Proﬁt on sale

of property

55Shaftesbury Capital PLC | 2023 Annual Report

Debt and gearing

The Group maintains a strong financial position, with diversified

sources of funding, significant headroom against debt covenants,

access to liquidity, modest capital commitments, substantial

unencumbered asset value and finance costs are protected

against interest rate movements until December 2025.

The Group’s cash and undrawn committed facilities as at 31

December 2023 were £485.7 million (pro forma: £521.6 million).



December

2023

£m

30 June

2023

£m

Pro forma

31 December

2022

£m

December

2022

£m

Cash and cash equivalents

185.7 157.3 221.6 116.5

Undrawn committed

facilities 300.0 300.0 300.0 300.0

Cash and undrawn

committed facilities 485.7 457.3 521.6 416.5

Commitments (24.8) (22.8) (35.6) (1.7)

Available resources 460.9 434.5 486.0 414.8

1. Pro forma information is explained in further detail on page 219.

2. Excludes tenant deposits of £14.5 million (30 June 2023: £14.4 million; Pro

forma and 31 December 2022: £13.4 million).

As at 31 December 2023, the Group had capital commitments

of £24.8 million.

The gearing measure most widely used in the industry is loan-

to-value (“LTV”) which at 31 December 2023 was 31.3 per cent.

This is comfortably within the Group’s limit of no more than 40

per cent. EPRA LTV was 30.9 per cent.



December

2023

£m

30 June

2023

£m

Pro forma

31 December

2022

£m

December

2022

£m

Cash and cash equivalents 185.7 157.3 221.6 116.5

Debt at nominal value (1,684.8) (1,710.8) (1,709.8) (750.0)

Net debt (1,499.1) (1,553.5) (1,488.2) (633.5)

Loan-to-value 31.3% 31.7% 30.6% 36.3%

EPRA loan-to-value 30.9% 30.8% n/a 28.0%

Interest cover 212.7% 199.5% n/a 182.1%

Weighted average debt

maturity – drawn facilities

5.0

years

4.2

years n/a

4.5

years

Weighted average cost of

debt – gross

4.2% 4.3% n/a 2.7%

Weighted average cost of

debt – net 3.4% 3.4% n/a 1.5%

Drawn debt with interest

rate protection

100% 100% n/a 100%

1. Pro forma information is explained in further detail on page 215.

2. As at 31 December 2023 the weighted average cost of debt reduces to an

effective running cash cost of 3.4 per cent taking account of interest on cash

deposits and interest rate caps.

3. Taking account of interest on cash deposits and interest rate caps and collars.

Property portfolio

The carrying value of the wholly-owned portfolio as at 31

December 2023 is £4,760.4 million, including £20.2 million

reflected as owner occupied in the year. During the year,

sevenproperties have been sold with an opening carrying

value of £83.2 million for gross proceeds of £88.1 million.

In 2023 the Group acquired the remaining interest in the

RoyalOpera House Arcade and a long leasehold residential

unitin Neals Yard was purchased in September 2023.

Subsequent capital expenditure during the year was £35.1 million.

The valuation of the wholly-owned property portfolio of

£4,795.3 million was 0.8 per cent lower on a like-for-like

basis compared with the December 2022 pro forma position

of £4,857.8 million. ERV increased across all uses by 6.9 per

cent overall (like-for-like) to £236.9 million and the equivalent

yield was 4.34 per cent, reflecting 26 basis points of outward

movement over the year. The MSCI Capital Return for the year

was –5.6 per cent.

Total property return for the year was 2.2 per cent. The MSCI

Total Return Index recorded negative performance of 0.1 percent

reduction for the year resulting in 2.3 per cent out performance.

Investment in joint ventures and

associates

The figures below in relation to the Longmartin and Lillie Square

investments represent our 50 per cent share.

Longmartin

At 31 December 2023, Longmartin’s long leasehold property

was valued at £158.8 million (Dec 2022: £160.3 million). After

allowing for capital expenditure, the valuation decrease was 1.3

per cent. ERVs increased by 9.4 per cent and at 31 December

2023, the equivalent yield was 4.86 per cent, an increase of 38

basis points over the year (Dec 2022: 4.48 per cent).

Longmartin has a £60.0 million fixed-rate term loan maturing

in 2026. As at 31 December 2023, net debt, based on nominal

value, was £58.1 million resulting in LTV of 36.6 per cent.

Lillie Square

The property valuation as at 31 December 2023 was £65.3

million, a 10.3 per cent like-for-like decline against the 31

December 2022 valuation of £77.2 million. In total, 355 Phase

1 and 2 units have been sold. 65 units are available and 32

units have been leased on a short-term basis. The sale of 4

units completed during the year representing £3.4 million gross

proceeds. Our share of net cash in the joint venture was £7.9

million and there is no external debt.

Strategic Report | Financial review

56 Shaftesbury Capital PLC | 2023 Annual Report

At 31 December 2023, Group net debt was £1.5 billion.

During the year, £550 million of debt was raised, with the

proceeds being used towards repayment of the £576 million

loan facility drawn on completion of the merger to fund the

redemption of the £575 million Carnaby and Chinatown bonds.

In August 2023, a £200 million 10-year loan facility, secured

against a portfolio of assets within the Carnaby portfolio,

wasagreed with Aviva Investors. The facility sits alongside

the existing secured term loans with Aviva of £130 million

and £120million maturing in 2030 and 2035 respectively.

Theannual cash interest rate in respect of the overall amount

of £450 million of secured term loans with Aviva Investors is

4.7per cent.

In December 2023, a £350 million unsecured loan agreement

comprising a term loan of £200 million and revolving credit

facility of £150 million was signed. The agreement has an initial

maturity of three years, with the option to extend the term by a

further two periods of one year each, subject to lender approval.

The facility includes a £125 million uncommitted accordion

feature which may allow the Company to increase the total

revolving facility commitments.

Following the refinancing activity in the year, the weighted average

maturity of the Company’s drawn debt has been extended to

over 5 years. The current weighted average cost of debt is 4.2

per cent, which reduces taking into account interest income

on cash deposits and the benefit of interest rate hedging to an

effective cash cost of 3.4 per cent.

All of the Group’s drawn debt is at fixed rates or currently has

interest rate protection in place until the end of 2025. Interest

rate collars were already in place for £200 million of notional

value through to December 2024, capped at 1.23 per cent.

Additional interest rate hedging was put into place in April 2023,

capping SONIA exposure at 3.75 per cent for a further £300

million of notional value for 2023 and £150 million of notional

value for 2024, at a total cost of £3.4 million (resulting in £500

million of hedging for 2023 at an effective 2.7 per cent and £350

million for 2024 at an effective 2.3 per cent). In December 2023,

further hedging was put in place for £250 million of notional

value of SONIA exposure for 2025, at a cost of £1.6 million, which

provides for a cap of 3.0 per cent and a floor of 2.0 per cent.

Cash Flows

Movement in cash flows £m

Cash, excluding tenant deposits, at 31 December 2022 116.5

Cash acquired on merger 118.1

234.6

Operating inflow 63.3

Investing inflow 36.4

Financing outflow (37.8)

Dividends paid (41.9)

Non-underlying (68.9)

Cash, excluding tenant deposits, at 31 December 2023 185.7

Shaftesbury

Capital PLC

Secured

term loans

Covent Garden

unsecured group

Unencumbered

assets

– £275m exchangeable bonds

– £350m senior unsecured

loan facility

– £475m private placements

– £300m undrawn bank facility

– £585m term loans

£1.7bn

Asset value

£1.6bn

Asset value

£1.5bn

Asset value

31% 5 years

EPRA LTV

Weighted average

maturity (drawn)

£486m >2.0x

Liquidity

Group ICR

4.2% 3.4% 100%

Weighted average

cost of debt

Protection against current

floating rate exposure

Note: Excludes Longmartin (which has £60 million of term debt, our share) and Lillie Square JV (£7.9 million net cash).

1. Including year-end cash of £185.7 million

2. Current weighted average cash cost of debt is 4.2 per cent and 3.4 per cent after taking account of interest income or cash deposits and the benefit of interest rate

caps and collars.

57Shaftesbury Capital PLC | 2023 Annual Report

Taking into account cash acquired as part of the merger,

theoverall balance of cash decreased by £48.9 million to

£185.7 million as at 31 December 2023. This is largely due to:

Operating cash inflows of £63.3 million reflecting growing

net rental income and continuing positive cash collections,

partlyoffset by administrative and finance costs.

Investing cash inflows of £36.4 million, included £88.1 million

gross proceeds from the sale of seven properties offset by

£33.8 million capital expenditure and £17.4 million for the

Royal Opera House Arcade lease regear and long leasehold

residential unit. £4.2 million has been received from the

Longmartin investment in the year comprising a dividend of

£1.5 million and £2.7 million loan repayment.

Of the £37.8 million financing outflow, £25 million relates to

thenet movement in facilities drawn and repaid following the

£550 million raised in the year to fund the redemption of the

£575 million Carnaby and Chinatown bonds. £7.8 million of costs

have been incurred on facility arrangement fees, following the

refinancing activities during the year. The remaining £5.0million

movement reflects payments in relation to the additional

interest rate hedging (£3.4 million in April 2023 and £1.6 million

in December 2023).

Total dividends paid in the year excludes the £1.9 million

paidto the Group entity which holds 128.4 million shares

as security under the terms of the exchangeable bonds.

Followingthe dividend threshold test, as set out in the

exchangeable bond conditions, the full dividend was

subsequently retained by the Group.

100

150

200

250

300

350

Opening

cash

116.5

118.1

Cash

acquired

on merger

300.0

185.7

(68.9)

(41.9)

Total liquidity £485.7m

36.4

63.3

(37.8)

Underlying

operating

cash inﬂows

Investing inﬂow Undrawn

RCF

Closing cashNon-underlying

costs

DividendFinancing outﬂow

Strategic Report | Financial review

Non-underlying movements represent payment of merger-related

transaction and integration costs. Certain merger-related

transaction costs were included in the Shaftesbury acquisition

balance sheet but have been paid after the merger date and,

therefore, reflect the difference between the costs included

in the income statement of £44.5 million and the statement

ofcash flows.

Going concern

Further information on the going concern assessment is set

outin note 1 ‘Principal accounting policies’.

The Company has a strong balance sheet with EPRA loan-to-

value of 30.9 per cent, group interest cover of over two times

and access to cash and undrawn facilities of £485.7 million

as at 31 December 2023. There remains sufficient liquidity

and debt covenant headroom even in a downside “severe but

plausible” scenario.

There continues to be a reasonable expectation that the Group

will have adequate resources to meet both on-going and future

commitments for at least 12 months from the date of signing

these financial statements. Accordingly, the Directors consider

it appropriate to adopt the going concern basis of accounting

inpreparing the 2023 Annual Report.

Situl Jobanputra

Chief Financial Officer

28 February 2024

58 Shaftesbury Capital PLC | 2023 Annual Report

Risk management

The Board has overall responsibility for Group risk management.

It determines its risk appetite and reviews principal risks

and uncertainties regularly, together with the actions taken

to mitigate them. The Board has delegated responsibility for

the review of the adequacy and effectiveness of the Group’s

internal control framework to the Audit Committee.

Risk is a standing agenda item at management meetings.

Thisgives rise to a more risk-aware culture and consistency in

decision-making across the organisation in line with the corporate

strategy and risk appetite. All corporate decision-making takes

risk into account, in a measured way, while continuing to drive

an entrepreneurial culture.

The Executive Committee is responsible for the day-to-day

commercial and operational activity across the Group and is,

therefore, responsible for the management of business risk.

The Executive Risk Committee, comprising the Chief Executive,

Chief Financial Officer, members of the Executive Committee,

General Counsel, Joint Group Financial Controllers, Director

Effective

risk management

Oversight,

assessment and

mitigation at a

Group level

Identification,

assessment and

mitigation at an

operational level

Top

Down

Bottom

Governance

Oversight

Ownership

Board

– Sets risk culture – Determines risk appetite – Reviews principal and emerging risks

Senior management

– Oversee day-to-day management of risk, including identification and response

– Assist Executive Risk Committee with identification of principal and emerging risks

– Design and implementation of controls; ensure key controls are operating and are effective

– Brief Executive Risk Committee on key issues that have arisen

Audit Committee Executive Risk

Committee

Executive Committee

– Monitors risk exposure

and appetite

– Reviews the adequacy

and effectiveness of

the risk management

framework and the

internal controls systems

– Approves the assurance

programme

– Co-ordinates and

develops risk

management process

– Reviews and assesses

risk register

– Considers principal

and emerging risks and

mitigating actions

– Monitors risks and

response plans

– Assesses control

environment and

effectiveness of controls

– Oversees day-to-

day monitoring and

management of risk

of Sustainability and Technology and Head of Sustainability,

is the executive level management forum for the review

and discussion of risks, controls and mitigation measures.

Thecorporate and business division risks are reviewed on a

regular basis by the Executive Risk Committee, so that trends

and emerging risks can be identified and reported to the Board.

Senior management from each part of the business identify

and manage the risks for their area or function on a day-to-day

basis and maintain a risk register. The severity of each risk

is assessed through a combination of each risk’s likelihood

of an adverse outcome and its impact. In assessing impact,

consideration is given to financial, reputational and regulatory

factors, and risk mitigation plans are established. A full risk

review is undertaken annually in which the risk registers are

aggregated and reviewed by the Executive Risk Committee.

The Directors confirm that they have completed a robust

assessment of the principal and emerging risks faced by the

business, assisted by the work performed by the Executive

RiskCommittee.

59Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Principal risks and uncertainties

Risk appetite statement

The Group risk appetite statement is designed to set the right

tone at the top for the Group and support decision-making at

a strategic level by the Board and the Executive Committee.

This statement provides guiding principles to support decision-

making at both a Board and senior management level.

TheGroup’s risk appetite statement is reviewed and updated

by the Board at appropriate intervals and, in any event, on an

annual basis. The Group’s risk appetite statement has been

communicated to senior management who are responsible

for incorporating the identified principles in decision-making.

TheGroup’s risk appetite statement is as follows:

“We invest to create thriving destinations in London’s West

End where people enjoy visiting, working and living. We use

our expertise in property investment and our commitment to

a strong balance sheet to take commercial risks in a measured

way, so that we are able to deliver sustainable growth and

long-term returns for our shareholders.

We are risk averse in relation to the impact of our business

on the environment and on the health and safety of our

people and the public, and it is a key priority for us that our

business operates in compliance with laws, regulations and

ourcontractual commitments.”

Investing in one location presents an inherent geographic

concentration risk and there are certain external factors

which the Group cannot control. However, in executing the

Group’s strategy, we seek to minimise exposure to operational,

reputation and compliance risks, recognising that our appetite

to risk varies across different elements of the strategy,

asshown in the diagram below. Recognising that risk appetite

is not an ”absolute”, the diagram below shows an indicative

range, reflecting that the Group may move higher or lower

onthe risk curve, as circumstances dictate.

Assessing risk

Risks are considered in terms of the likelihood of occurrence

and their potential impact on the business. In assessing impact,

a number of criteria are considered, including the effect on our

strategic objectives, operational or financial matters, our reputation,

sustainability, stakeholder relationships, health and safety and

regulatory issues. Risks are assessed on both gross (assuming

no controls are in place) and residual (after mitigation) bases.

To the extent that significant risks, failings or control

weaknesses arise, appropriate action is taken to rectify the

issue and implement controls to mitigate further occurrences.

Such occurrences are reported to the Audit Committee.

The Group’s processes and procedures to identify, assess,

and manage its principal risks and uncertainties were in place

throughout the year and remained in place up to the date of

theapproval of the 2023 Annual Report.

Internal controls

The main elements of the Group’s internal control framework

are set out below:

― Clear remit, terms of reference and schedule of matters

forthe Board and its Committees

― Close involvement of the Executive Committee in the

day-to-day operations of the business, with regular

meetings with senior management

― Delegated authority limits

― Daily monitoring of risks and controls by management

― Formal assessment by the Executive Risk Committee of

strategic and emerging risks and the related controls or

mitigations, with reporting to the Audit Committee

― Regular Board updates on operations, IT systems

andcyber security

― Transparent tax strategy, published on the Group’s

website, which sets out the approach to tax risk

management and governance

― Whistleblowing policy and hotline procedures, where

employees and third parties may raise any matters

of concern confidentially, are reviewed by the Audit

Committee annually

Specific controls relating to financial reporting and

consolidation process include:

― Appropriately staffed management structure, with clear

lines of responsibility and accountability

― A comprehensive budgeting and review system

― Board and Audit Committee updates from the Chief

Financial Officer and Joint Group Financial Controllers,

which include forecasts, performance against budget

andfinancial covenants

― Formal reviews of the effectiveness of financial, operational

and compliance controls by management and external

advisers are reported to the Audit Committee

― BDO LLP (“BDO”), appointed as internal auditor of the

Group, conducts regular audits of the Group’s control

procedures and reports its findings to the Audit Committee.

Risk Aware

Risk Averse

Risk Neutral

Economic &

political

Portfolio Operational

resilience

Leasing &

asset management

People Climate

change

Compliance

with laws &

regulations

Risk Aware: The Group is willing to take greater than normal risks Risk Neutral: The Group takes a balanced approach to risk taking

Risk Averse: The Group is cautious and takes as little risk as possible

Risk appetite

60 Shaftesbury Capital PLC | 2023 Annual Report

relevance andidentify any additional remediation required.

Theprioritised emerging risks are further reviewed and

validated by senior management to gain a better understanding

of their impact and to develop strategies to address them.

Anon-exhaustive list of emerging risks is outlined below.

Emerging risks with a one-to-three-year time horizon include:

― UK political uncertainty and evolving geopolitical conditions;

― UK corporate reform and landlord/tenant legislation changes;

― Building Safety Act and changes to UK property valuation

methodologies and practices;

― Green energy and sustainability priorities; and

― Disruptive technological advancements, which may include

areas such as artificial intelligence, blockchain andmetaverse.

Emerging risks with a longer-term horizon include:

― Changes in social dynamics, demographic shifts and

trendsin space usage, urbanisation and consumption

andtravel patterns;

― Longer-term climate change impacts;

― Consumer behaviour;

― Impact of digital currencies on consumer behaviour; and

― Residential rent control and regulatory tax changes.

Principal risks and uncertainties

The Group’s principal risks and uncertainties, which are set out

on the following pages, are reflective of where the Board has

invested time during the year. Following a detailed review of the

principal risks post-merger, certain risks have been disaggregated

in the current year to clearly align the mitigating actions to the

respective risks. This is reflected below. These principal risks are

not exhaustive. The Group monitors a number of additional risks

and adjusts those considered ‘principal’ as the risk profile of the

business changes. See also the risks inherent in the compilation of

financial information, as disclosed in note 1 ‘Principal Accounting

Policies’ within ‘Critical accounting judgements and key sources

ofestimation and uncertainty’.

Principal risks overview

2023 risk Change in

the year

Economic and political

Portfolio

Operational resilience

Leasing and asset management

People

Climate change

Compliance with law and regulations

1. These risks were previously reported as one risk, “Economic, political

and operating conditions” in 2022.

Increase

Key

Strategic priorities

DecreaseStable

Risk outlook

During 2023, there has been strong operational performance across

the portfolio, reflecting the benefits of the Group’s active asset

management, together with the exceptional qualities and long-

term resilience of the West End. Strong leasing demand continued

across all uses, leading to high occupancy levels and strong rent

collection. The long-term impact of the pandemic alongside

broader macroeconomic factors, in particular evolving inflationary

pressures and interest rates, on the future demand for, and use of,

lettablespace, evolution of consumer behaviour and travel patterns

remain a consideration and the Board continues to monitor this.

Despite the recovery in the operating environment and trading

conditions,risk remains heightened, reflecting the current

macroeconomicand geopolitical backdrop, manifesting in,

amongst other things, inflation and increased borrowing rates which

may have an impact on property valuations, availability and cost of

funding, our customers’ profitability and consumer behaviour.

Many of the Group’s customers are exposed to the changes

and challenges facing the retail and hospitality sectors,

including macroeconomic factors, such as availability and cost

of credit for customers and their businesses, the potential for

the level of consumer spending to be impacted by cost-of-living

pressures, business and consumer confidence, inflation rates,

energy costs, supply chain disruption, labour shortages and

other operational costs.

If current global or UK macroeconomic conditions continue

to deteriorate, or there is a further increase in geopolitical

uncertainty, this could impact UK real estate markets,

resultingin downward pressure on the valuation of the

Group’sproperties and gross rental income.

The Group’s operations may be adversely affected if it fails to

comply with climate and environmental regulation or its own

environmental, social or governance standards. Operations

may also be adversely affected by climate and environment

related risks, which could lead to significant costs to mitigate

environmental impacts.

Following completion of the merger, operational and business risks

were assessed. These were aligned across bothbusinesses;

however, the principal risks have been refinedfollowing the merger.

Performance of the Group is dependent in part on its ability to

deliver the benefits of the merger. There has been very good

progress through the year, and further activity will continue over

the coming years as we work towards an effective and efficient

organisational structure and cost base.

Emerging risks

The Group monitors emerging risks to identify and assess

thoserisks that may potentially impact upon its strategic

plans. These risks are circumstances or trends which are often

evolving rapidly which could significantly impact on the Group’s

financial strength, competitive position or reputation within the

next three years or over the longer term. Generally, the impact

and probability of occurrence are not yet fully understood and,

consequently, necessary mitigations have not yet fully evolved.

The Group conducts a horizon scanning exercise to identify

potential risks and emerging trends which may be impactful

in the future. Based on this exercise, the most relevant

emerging risks and opportunities are assessed to establish

Customer at the heart

of the business

Sustainable and

community-minded

Creative and active

approach

Disciplined financial

management

61Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Principal risks and uncertainties

Economic and political

― Impact of ‘higher for longer’ interest rates and lack of availability

or increased cost of debt or equity funding

― Inflationary pressures on operating costs, including energy and the

cost-of-living crisis

― Adverse impact on business and consumer confidence, increased

material costs, prolonged supply chains and reduced labour supply

― Decline in real estate valuations due to macroeconomic conditions

― Persistent significant discount in the share price relative to EPRA NTA

― Uncertain political climate and/or changes to legislation and policies

Impact on strategy

― Reduced property return

― Reduced rental income and/or capital values as customers could

suffer staff shortages, increased costs, longer lead times and

lower availability of inventory

― Higher operating and finance costs

― Reduced financial and operational flexibility

Mitigation

― Maintain appropriate liquidity to cover commitments

― Target longer and staggered debt maturities, and diversified

sources of funding

― Early refinancing of debt maturities

― Covenant headroom monitored and stress tested

― Fixed rate financing and derivative contracts to provide interest

rateprotection

― Monitoring proposals and emerging policy and legislation,

withindustry lobbying where appropriate

― Engagement with key stakeholders and local authorities

Context and actions taken:

The Group focuses on prime assets in the West End of London which

historically have proved to be economically resilient.

The Group has had a long-term focus on maintaining a strong balance

sheet, with sufficient liquidity, to ensure it is able to withstand market

volatility and take advantage of opportunities. During the year, the Group

raised £550 million of debt, with proceeds being used to repay the

£576million loan facility drawn post completion of the merger.

Extensive forecasting, stress testing and modelling of various scenarios

has been undertaken, including sensitivities arising from the current

macroeconomic environment, to help plan for future impacts on the business.

Funding, debt and treasury metrics are monitored on a continual basis

with a focus on preserving liquidity and capital.

A downside scenario has been analysed in connection with the going

concern assessment, details of which are set out in note 1 ‘Principal

Accounting Policies’ within ‘Going concern’. The financial statements

havebeen prepared on a going concern basis.

We remain in close dialogue with local authorities to understand future plans

and work constructively to position the estate in the best possible manner.

See Chief Executive’s statement on page 10 for further information.

Portfolio

― Inability of the Group to adopt the appropriate strategy or to

reactto changing market conditions or changing consumer

behaviour(including, but not limited to, structural changes in

theoffice and retail sectors)

― Portfolio concentration

― Volatility in the investment market

Impact on strategy

― Inability to deliver business plan or a structural change to

thebusiness plan impacting returns or capital values

Mitigation

― Focus on prime assets, locations and uses where, in normal

conditions, there is a structural imbalance between availability

ofspace and demand

― Establish asset clusters to provide the opportunity to drive long-

term growth and returns

― Regular assessment of investment market conditions including

bi-annual external valuations

― Regular strategic analysis with focus on creating mixed-use

destinations and residential districts with unique attributes

― Reconfigure and repurpose space to respond to, and anticipate,

changing customer demand

Context and actions taken:

The Group focuses on prime assets in the West End of London primarily

inthe retail and hospitality sector. The value of control over areas brings

the ability to curate and drive growth over the long term. We actively

promote our areas to drive footfall and curate areas to maintain places

that are popular.

Sustained customer demand has led to low vacancy levels. Strong footfall

and spend improving, with customer sales on average in excess of 2019 levels.

Through regular dialogue with potential and current customers and regular

assessments of the market, we are able to better understand market

demand and reconfigure space as appropriate.

See Portfolio and operating review on page 18 for further information.

Key Increase Stable Decrease

Creative asset

management

Customer at the heart

of the business

Strategic

partnerships

Strategic investment

and capital allocation

Principal risks and uncertainties continued

Strategic priorities

62 Shaftesbury Capital PLC | 2023 Annual Report

Operational resilience

― Misconduct or poor operational or sustainability standards

― Poor performance from one of the Group’s third-party advisers

― Inability to effectively integrate people, systems and processes

― Catastrophic event such as a terrorist attack, natural disaster,

healthpandemic or cyber security crime

Impact on strategy

― Reduced rental income, higher operating costs, and/or reduced

capital values

― Reduced financial and operational flexibility

― Diminishing London’s status

― Business disruption or damage to property

― Reputational damage

Mitigation

― Supplier procurement policy and regular monitoring of

externaladvisers

― Engagement with key stakeholders and local authorities

― Building reinstatement, loss of rent and terrorist insurance

― Detailed business continuity and crisis communication

plansinplace

― On-site security and cyber security in place

― Health and safety policies and procedures

― Close liaison with police, National Counter Terrorism Security

Office (NaCTSO) and local authorities

Context and actions taken

Whilst being invested in one area is a risk, the Group’s ownership in prime

West End real estate is also a strength and an opportunity, providing control

and allowing curation of the area to maintain places that are popular.

Given the high-profile nature of the Group’s assets, the risk of an external

event is inevitably heightened. It is therefore important that the Group

maintains recommended levels of insurance and implements effective

security and health and safety policies.

Business continuity plans for both employees and service providers,

including introduction of external resources, if required, and other

policies have been reviewed together with HR policies, technology and

communication where appropriate. IT security systems that support data

security and disaster recovery are in place.

Cyber security and its impact on data and IT infrastructure, including

both widespread risks such as state-sponsored cyber-attacks and those

targeted directly at our systems and data continues to be a key focus,

especially during this year as we integrated systems and processes.

This was led by the Integration Committee, with support from external

advisers, including specialist consultants, to ensure appropriate controls

and security protocols are in place. Employees are provided with regular

cyber security and phishing training.

See Our strategy and business model on page 14 for further information.

Leasing and asset management

― Inability to achieve target rents or to attract target customers due

tomarket conditions

― Competition from other locations/formats

― Unfavourable planning/licensing policy, legislation or action

impacting on the ability to secure approvals or consents

Impact on strategy

― Decline in customer demand for the Group’s properties

― Reduced income and increased vacancy

― Reduced return on investment and development property

Mitigation

― High quality customer mix

― Strategic focus on creating mixed-use destinations with

uniqueattributes

― Engagement with local and national authorities

― Pre-application and consultation with key stakeholders

andlandowners

― Regular assessment of market conditions and development strategy

― Business strategy based on long-term returns

The Group takes measured risks by using its expertise in place-making and

creative and active asset management to deliver long-term value through

rental growth and attracting new customers. During 2023, leasing activity

remained strong, with high occupancy levels reflecting the strength of

demand for prime central London real estate.

The impact on customer demand and supply chains as well as inflationary

pressures is kept under review.

The Group looks for opportunities to create or enhance value in the

portfolio through the planning process, cognisant of the risks but using

ourexperience and skill to deliver our objectives.

The Group has a focused leasing and marketing strategy, ensuring the

business is well-positioned. The Group regularly engages with suppliers

tounderstand their ability to meet our requirements and standards.

See Portfolio and operating review on page 18 for further information.

63Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Principal risks and uncertainties

Principal risks and uncertainties continued

Key Increase Stable Decrease

Strategic priorities

People

― Inability to retain, integrate and recruit the right people and

develop leadership skills within the business

― Key person risk as the Group has a relatively limited headcount

Impact on strategy

― Inability to execute strategy and business plan

― Constrained growth, lost opportunities

― Pressure on corporate costs

Mitigation

― Succession planning, performance evaluations, training

anddevelopment

― Long-term and competitive incentive rewards

― Flexible and modern working practices

Context and actions taken

The success of the business is down to a dedicated team of skilled and

talented individuals working collaboratively together. The health and

well-being of our people is of the utmost importance including the ability

to create a culture and environment that allows each person to grow,

develop and perform to the best of their abilities.

There remains a risk of illness or absence across employees, management

or service providers which would disrupt the day-to-day activities of

the Group’s business and running of the estate. Team communication

strategies have been implemented to ensure managers can adequately

supervise and support employees working from home.

Recruiting and on-boarding policies have been adjusted where necessary

to ensure that the business is able to continue to attract, develop and

retain the best possible resources.

We continue to monitor closely employees’ mental and physical well-being

and the health and safety of our employees and service providers remains

a top priority with regular seminars and webinars from external experts.

See People and culture on page 46 for further information.

Climate change

― Physical impact on our assets from rising temperatures or other

extreme climate-related event such as flooding

― Transitional challenge of increasing and more onerous compliance

and reporting requirements, as well as retrofitting, insuring or leasing

our assets in a heritage environment on an appropriate whole life

carbon basis

― Inability to keep pace with customer and consumer demand for

proactive action to manage and mitigate climate-related risk

Impact on strategy

― Reduced income, capital values or business disruption

― Increased operating costs to meet reporting and target metrics

andcompliance

― Increased capital costs of retrofitting, or inability to resolve

listedbuilding or planning challenges, leads to buildings

becomingcarbon stranded

― Reduced income through lower rents and longer void periods due

to reduced customer demand

Mitigation

― Company manages climate-related risks and opportunities

andsustainability team in place

― Net Zero Carbon commitment by 2030 backed by Net Zero

Carbon Pathway, re-committed post-merger. For more detail on

the mitigation measures in place for climate risk, please refer to

the Group’s TCFD disclosures in the 2023 Annual Report as well

as the Group’s Net Zero Carbon Pathway

― Active management plan with external reporting via recognised

indices and benchmarks, including EPRA, CDP, MSCI and GRESB

― Continued engagement with stakeholders in order to preserve

heritage buildings, while enhancing environmental performance

― Pro-active customer and consumer engagement programme

and setting of appropriate climate-related targets on both

development and operations

Context and actions taken

The Group believes in taking a responsible and forward-looking approach

to environmental issues and the principles of sustainability. The Group

recognises the urgent responsibility to tackle climate change and this is

reflected in its 2030 Net Zero Carbon target. As a long-term steward of

the West End, the Group understands the benefits of a strong track record

of restoring and celebrating the heritage of the area through considered

refurbishments and developments.

Following the merger, the Group re-committed its Net Zero Carbon

Pathway, confirming the scope, and taking into account minor differences

in pre-merger approaches, enhancements to best practice and changes in

regulation. The Group has made material progress in the decarbonisation

of the portfolio, as reported in November. With seven years remaining

until end of 2030, we are at a critical point for action and will continue

our efforts in 2024 to reduce greenhouse gas emissions in our buildings

and operations. This requires more innovative and sustainable ways of

working, and includes our supply chain partners across development and

operational disciplines, our customers, as well as our corporate actions.

See TCFD report on page 66 and the Net Zero Carbon Pathway on our

website: https://www.shaftesburycapital.com/en/responsibility/

environment/net-zero-carbon-pathway.html.

Creative asset

management

Customer at the heart

of the business

Strategic

partnerships

Strategic investment

and capital allocation

64 Shaftesbury Capital PLC | 2023 Annual Report

Compliance with law and regulations

― Breach of legislation, regulation or contract

― Inability to monitor or anticipate legal or regulatory changes,

including potential changes to the Landlord and Tenant Act

orotherassociated reforms

― Accidents causing loss of life or very serious injury to employees,

contractors, customers and visitors to the Group’s properties;

ornear misses of the same

― Exit from REIT regime due to non-compliance with REIT

requirements

Impact on strategy

― Prosecution for non-compliance with legislation

― Litigation or fines, reputational damage

― Distraction of management

Mitigation

― Appointment of external advisers to monitor changes in law

orregulation

― Members of staff attend external briefings to remain cognisant of

legislative and regulatory changes

― Health and safety procedures, training and governance across

theGroup

― Appointment of reputable contractors

― Adequate insurance held to cover the risks inherent in property

ownership and construction projects

Context and actions taken

Compliance with law and regulations, including health and safety, remains

a key priority for the Board.

Protocols are in place and communicated across the various stakeholder

groups to ensure everyone is aware of new legislation and requirements.

The health and safety of our people and the public is a key priority.

TheGroup works closely with its stakeholders to mitigate health

andsafety risks.

We remain in communication with HMRC regarding our REIT status,

theGroup’s ability to comply with the requirements and the approach

which HMRC will take in relation to any breach of the REIT conditions.

See Corporate Governance on page 94 for further information.

65Shaftesbury Capital PLC | 2023 Annual Report

This is the first TCFD response for Shaftesbury Capital as

a combined company. This disclosure is consistent with all

eleven recommendations of TCFD and includes a summary

of risks and opportunities with all information required by the

listing rules, and the TCFD Annex all sector guidance and the

supplemental guidance for material and buildings. A separate

TCFD report on our website at https://www.shaftesburycapital.

com/en/responsibility/policies-and-reports.html presents

supplementary detail and a fuller explanation of the process,

risks and opportunities.

The merger has not changed the geographical concentration

of our portfolio in the West End, and the combined business

remains subject solely to the UK regulatory framework.

Therefore, following due consideration, the physical and transitional

climate risks and opportunities remain materially consistent

with those identified previously by Shaftesbury and Capco.

The quantitative assessment of physical risk continues to rely

on the scenario analysis undertaken using the GRESB Munich RE

tool and aligns with CRREM scenarios. Shaftesbury Capital also

has embedded processes designed to understand how changes

in the regulatory environment may affect transition risk, using the

pre-existing Shaftesbury qualitative analysis, which have continued

to monitor relevant UK regulatory changes which could adjust our

qualitative view of transition risk. There have been no material

changes in either physical or transition risk.

Governance

Describe the

Board’s oversight of

climate-related risks

and opportunities

The Board has ultimate oversight and responsibility for the management of climate-related risks and

opportunities, overseeing the Group’s ESC Strategy and performance against its 2030 Net Zero Carbon

target. Recognising the strategic importance of these matters to the business, the Board supports the

Group’s climate-related initiatives and their reflection in our values.

During the year, following recommendation from the Board ESC Committee (which comprises Executive and

Non-executive Directors), the Board approved our combined Net Zero Carbon target and selection of the ESG

related risks and opportunities, including those related to climate change. Both the Chief Executive and the

Chair of the Board ESC Committee have relevant climate change and ESG experience. Further climate change

and real estate expertise is provided to the Committee by our sustainability team.

Consideration of climate-related risk is integrated into the Group’s risk management process overseen by the

Executive Risk Committee. In line with the process set out on page 59, consideration of climate-related risks

and opportunities are integrated into the Group’s risk management process, overseen by the Executive Risk

Committee and these are monitored quarterly, and reported to the Board.

In 2023, the Audit Committee considered the reporting of climate-related risk and opportunities including the

financial year-end Greenhouse Gas reporting and environmental data disclosures as well as this TCFD report.

Each of the Executive Directors has ESG objectives under the annual bonus plan.

Following the publication of our updated combined Net Zero Carbon pathway and the embedding of

the sustainability team into the real estate investment management team, at our February 2024 Board

meeting, the Board have agreed that, from the date of this report, ongoing oversight of ESC matters

(including consideration of climate related risks and opportunities and implementation of the Group’s

sustainability strategy and net zero pathway) should be a matter for consideration by the whole Board

withIan Hawksworth as Chief Executive having overall responsibility.

More information on the Board ESC Committee, the Audit Committee, the Executive Risk Committee and ESC Management Committee,

including the frequency of their meetings, can be found on pages 104 to 126.

Strategic Report

We are committed to strengthening our approach to addressing

climate-related risks and opportunities. Under the oversight of the

Group’s Board level Environment, Sustainability, Community (“ESC”)

Committee during 2023, we have continued to embed the TCFD

recommendations into all our relevant practices. Going forward,

climate risk and opportunity will be considered by the Audit

Committee on behalf of the Board with day-to-day management

through the Executive Committee. We outline our approach to

identifying and managing climate change related issues, addressing

both risks and opportunities relating to climate change.

During 2023, we re-confirmed our commitment to a comprehensive,

1.5°C aligned Net Zero Carbon 2030 target (Scope 1, 2 and

Scope 3 relevant to the Real Estate industry) and published our

first combined pathway which sets out the detail of the scope

and boundaries of our commitment. This shows that the actions

taken to mitigate our climate risk up to the date of publication

had reduced GHG emissions by c. 15 per cent, exceeding the rate

required to keep within a 1.5°C pathway. In 2023, we report a

45 per cent reduction on our published baseline driven primarily

by embodied carbon movements. As set out in our Net Zero

Carbon Pathway, we will update our published baseline during

2024. TheScope 1 and 2 carbon reduction targets set out by

the pre-merger companies had been validated by the Science

Based Targets initiative (“SBTi”) and during 2024 we will seek

to re-validate these targets for Shaftesbury Capital. For more

information on our 2024 priorities, please see the sustainability

report on pages 78 to 91.

Task Force on Climate-related

Financial Disclosures (“TCFD”)

66 Shaftesbury Capital PLC | 2023 Annual Report

Describe

management’s role

in assessing and

managing climate-

related risks and

opportunities

During the year, the ESC Board Committee was supported by the ESC Management Committee, chaired

by either the Chief Executive or Chief Operating Officer. The ESC Management Committee met at regular

intervals and included representatives from across the organisation. The ESC Management Committee was

responsible for monitoring the delivery of the Company’s ESC Strategy, review of climate related risks and

associated mitigating actions and ensuring progress towards becoming a Net Zero Carbon business by 2030.

Following the embedding of sustainability within the Real estate investment management team, from

January 2024, the Executive Committee has responsibility for reporting of ESC matters to the Board.

Climate-related risks are considered by the Executive Risk Committee, as part of the Group’s risk

management process as further set out on pages 59 to 61, based on assessments submitted by the

business units and the corporate sustainability leads.

All employees have ESG targets as part of their annual bonus objectives, which include climate-related

targets where appropriate.

Further details on the matters considered by the Board ESC Committee and the frequency of its meetings can be found

on pages 125 and 126.

Strategy

Describe the

climate-related

risks and

opportunities the

organisation has

identified over the

short, medium and

long-term

In identifying and assessing the potential climate-related risks and opportunities that may impact the

business, the following time horizons are considered, as these allow for appropriate financial planning

toexecute strategies to address climate-related risks and action for opportunities.

Short-term: 0 – 3 years

Medium-term: 3 – 10 years

Long-term: 10 – 30 years

The time horizons defined are influenced by the rolling timing of lease events across the estate and support

our financial planning and budgeting cycle.

Further details surrounding risk and the Group’s risk appetite can be found on pages 59 to 65.

Our assets are wholly located in a relatively small geographical area from the perspective of climate risk,

and under a single regulatory jurisdiction. This limits the scope of physical and transition risks that we face,

however it may increase our exposure to a single event.

Physical risk

Our appraisal of risk has been informed by a high-level qualitative scenario analysis, undertaken in 2021,

by Shaftesbury PLC and a quantitative climate risk scenario analysis using the GRESB tool undertaken

by Capco in 2022 as described below and more fully in the TCFD report on our website at https://www.

shaftesburycapital.com/en/responsibility/policies-and-reports.html:

― a qualitative approach used by Shaftesbury PLC. This considered a “low” (better than 2°C) and “high”

(4°C) UK emissions pathway and considered three scenarios namely “balanced”, “tailwinds” and

“headwinds” and short (0-1 year), medium (1-5 years) and long-term (5-10 years) time horizons

― a quantitative physical risk assessment on 10 individual assets using the geospatial modelling,

theMunich RE GRESB data model and three different pathways (less than 2°C, 2.4°C and 4.3°C)

The Group has determined that there has been no year-on-year material change in physical risk exposure,

UK legislation or customer behaviour. The similarities in the pre-merger portfolios in respect of location,

mixed-use, and heritage nature also mean that previous scenario analysis continues to sufficiently inform

our identification and understanding of relevant material risks and opportunities.

To deepen our understanding of the impact of this physical risk, during 2023, we have undertaken

additional detailed CRREM analysis covering c. 14 per cent of the portfolio by area. This work confirms

our reported climate-related risks and opportunities and enhances our confidence in our approach. It also

supports the estimates included in our financial planning, in particular in relation to the estimated sums

required to implement mitigating actions, and the definition of appropriate KPIs and metrics as shown in the

table on pages 71 to 74, and set out more fully on our website at https://www.shaftesburycapital.com/en/

responsibility/policies-and-reports.html.

The most significant physical risks arising in the medium and long-term remain: flood risk and extreme

weather, including the impact of severe heat events in central London. We also recognise the risks

of indirect physical impacts, such as damage to the London transport network that would inhibit the

operations of our customers and visitors.

67Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Task Force on Climate-related Financial Disclosures

Describe the

climate-related

risks and

opportunities the

organisation has

identified over the

short, medium and

long-term

Continued

Transition risk

There are no year-on-year changes to the most significant transition risks which arise from:

i. short-term risks relating to existing and emerging regulation including EPC and enhanced disclosures;

ii. medium-term transition risk through customer demand for more sustainable assets faster than these

can be delivered; and

iii. medium and long-term transition risk from inability to upgrade heritage buildings due to policy or

building configuration.

We currently estimate a capital expenditure of approximately £30-35m to 2030 (10 per cent of current

annual capital expenditure) to achieve energy efficiency improvement required for expected changes

to Minimum Energy Efficiency Standards (“MEES”) regulation and which also contribute to meeting our

decarbonisation targets. Our refurbishment scope already mandates a minimum Energy Performance

Certificate (“EPC”) rating in line with proposed MEES regulations, therefore these sums are already included

in our capital expenditure budgets for business planning. While this figure remains an estimate, it is informed by

the detailed CRREM aligned audits and takes into account our progress to date with c. 56 per cent of the

commercial portfolio ERV now holding an EPC rating of A-B.

Beyond the regulatory MEES (EPC) requirements, our CRREM aligned energy efficiency analysis to date

demonstrates that our portfolio can be upgraded to meet our net zero commitments and we continue

to expand the use of CRREM to refine the estimate of these costs. However, the analysis to date gives

confidence that there is no requirement to change our long-term investment strategy, in terms of either

building stock or location. In addition to the ranged estimates in this report, we will continue to publish

anticipated costs identified through the CRREM exercise in future TCFD reporting.

Climate-related opportunities

Climate-related opportunities principally arise in the short-term from:

i. improved ability to attract and retain customers in energy efficient buildings; and

ii. consequent reduced energy costs and associated emissions

Medium-term opportunity arises through demonstrating whole life carbon benefit of heritage stock and the

ability to leverage our expertise in the de-carbonisation of heritage buildings.

The summarised risks and opportunities are set out in the table on pages 71 to 74 along with associated

timelines, mitigations, business impact and metrics.

Further detail on our climate-related transitional and physical risks and opportunities can be found in the tables on pages 71 to 74

and in our TCFD report on our website at https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html .

Describe the

impact of climate-

related risks and

opportunities on

the organisation’s

businesses,

strategy and

financial planning

The impact of climate change on the whole business is considered by the Board both through our

approachto risk management and wider organisational strategic planning. The financial effects of the

risksand opportunities identified were not specifically quantified at the time of our scenario analysis.

However, our internally developed sustainable development tool ensures that climate-risk specific

improvements and mitigations are scoped into our existing capital expenditure refurbishment budget.

Thedetailed energy audits completed to date using the CRREM tool on c. 14 per cent of the portfolio

by area support this analysis. We intend to extend this exercise during the first half of 2024 as part of

meetingour statutory Energy Savings Opportunity Scheme (“ESOS”) regulatory requirement.

Our understanding of current climate-related risks and opportunities does not indicate a material impact

on our financial performance or financial position in the short to medium-term, either through an inability

to generate income or through a negative impact on the underlying value of the portfolio. In this context,

material impact is defined by reference to both individual asset value and by reference to overall portfolio

value, for example the cost of MEES compliance is noted at c. £30-35m over 7 years, approximately 10 per

cent of our annual refurbishment capital expenditure of 1 per cent of portfolio value.

We are committed to long-term low-carbon investment in our assets, focusing on repurposing and

refurbishment, rather than demolition and rebuilding. This maintains the heritage nature of our destinations,

improves energy efficiency and minimises embodied carbon emissions associated with new development.

It will also reduce the potential future liability associated with carbon offsetting and provides ancillary

benefits in improved air quality.

68 Shaftesbury Capital PLC | 2023 Annual Report

Describe the

impact of climate-

related risks and

opportunities on

the organisation’s

businesses,

strategy and

financial planning

Continued

Our investment strategy aims to continuously improve the overall energy efficiency and climate resilience

of our portfolio through our refurbishment programme. We currently spend approximately 0.1 per cent

of portfolio value per year on energy efficiency upgrades. This enables us to adequately manage risks

relating to proposed legislative changes such as MEES, which are material to the evolving needs of our

customers and stakeholders. On this basis we currently expect to incur approximately £30-35m by 2030

to achieve energy efficiency improvements required for expected changes to MEES regulation and which

also contribute to meeting our decarbonisation targets. These sums are not incremental as they are already

included in our capital expenditure budgets. We continue to refine our estimate of the incremental costs of

delivering changes required to ensure assets are within a CRREM aligned 1.5°C Net Zero Carbon pathway.

As we increase our CRREM coverage and confidence, we will include these in our targets and metrics.

This year we have published a combined Net Zero Carbon Pathway, which sets out how we will deliver

onour Net Zero Carbon commitment by 2030. Our 2023 Net Zero Carbon Pathway combines the baselines

published by both businesses pre-merger. To date, we have reported a reduction of in-scope carbon

emissions by 15 per cent against the combined baseline, which aligns with a 1.5°C trajectory. In2023,

we report a 45 per cent reduction on our published baseline driven primarily by embodied carbon

movements. A re-baselining exercise will be undertaken in 2024, based on the first combined year of

data for the year ended 31 December 2023. We define Net Zero Carbon as being when there is a balance

between the amount of GHG emissions produced and the amount removed from the atmosphere.

The Group sets a minimum EPC rating of B in its commercial refurbishment programmes. The initial CRREM

analysis also shows that our investment in asset refurbishment presents opportunities as lower operational

costs may result in improved commercial terms, reduced void periods and improved investment yields as

assets meet customer and investor requirements.

In our supply chain, we continue to prioritise partners and products which demonstrate high ethical and

environmental standards. Our design scope prioritises climate resilience and adaptation for example in

creating flash flooding capacity using water attenuation tanks. We continue to work with industry bodies

and technology partners to invest in research and development to trial technologies which support our goals.

As part of our Net Zero Carbon update in 2024, we will consider targets beyond 2030 to respond to

longer-term risks and opportunities.

Describe the

resilience of the

organisation’s

strategy, taking

into consideration

different climate-

related scenarios,

including a

2°C or lower

scenario

We are committed to investing for the long term in the West End of London, continually improving our

portfolio to deliver efficient and resilient buildings. We do not expect that the climate related issues

identified will necessitate a significant change to our strategy, either asset classes or geographical location,

in the short or medium term.

We consider our mitigation actions to be effective and that the business should be resilient to the impacts

of climate change that have been identified.

Our climate change strategy is informed by a broad range of potential climate scenarios which improves

the resilience of our decision making. The careful consideration of investments, ongoing improvement of

our assets and the Net Zero Carbon target will protect our long-term strategy from significant climate risk.

Setting an ambitious Net Zero Carbon target aligned with a 1.5°C pathway puts our strategy in line with the

latest climate science, and reduces the risk that we will need to recalibrate our targets. We have clearly

set out the level of decarbonisation required by 2030, so that the business can make resilient long-term

decisions and individuals across the business and supply chain are aware of our commitments.

Our combined qualitative and quantitative scenario analysis allows us to identify the core areas for

focused action to reduce emissions and enhance the long-term resilience of the portfolio. We will continue

to review and update the scenario analysis as appropriate.

In addition to the scenario analysis described above, Shaftesbury Capital has completed CRREM aligned

detailed Net Zero energy audits during 2023, and is expanding their use during 2024. The findings identified

both interventions and estimated related costs. Some of these interventions can be implemented with our

customers in situ. Others would need to be undertaken when properties are vacant. Our CRREM aligned

analysis undertaken to date has helped refine our estimate of costs and related operational and carbon

savings associated with our refurbishment programmes. We are committed to transparency around this

aswe develop this data further.

69Shaftesbury Capital PLC | 2023 Annual Report

Describe the

organisation’s

processes for

identifying and

assessing climate-

related risk

Our process of identifying and assessing climate-related risks uses the same methodology as all business

risks and these risks are incorporated into the Group’s principal risks.

Climate-related risk has been identified as a principal risk. To assess the relative significance of the

principal risks (which are detailed on pages 61 to 65), each has been assigned a likelihood and impact

score from which a risk ranking is allocated. More information about the process for assessing the size

andscope of risks can be found on page 60.

Detail can also be found on the whether the risk is increasing, decreasing or stable, which is a useful

mechanism for risk prioritisation.

Please see page 61 in the Effective Risk Management section for risk definitions.

Describe the

organisation’s

processes for

managing climate-

related risk

We have an Executive Risk Committee, comprising the Executive Directors, members of the Executive

Committee, General Counsel, Joint Group Financial Controllers, Director of Sustainability and Technology

and Head of Sustainability, which is the executive level management forum for the review and discussion

of risks, controls and mitigation measures. Senior management from each business function identify

and manage risks for their division and complete and maintain a risk register. Climate-related risks and

opportunities are presented to the Board.

Physical risks are managed and mitigated through our ongoing programme to improve the energy efficiency

of our buildings and our investment in increasing green space across our portfolio.

We have carbon reduction targets for Scope 1 and 2 emissions and a comprehensive Net Zero Carbon

2030 target, which will be the foundation of our carbon emissions reduction strategy over the next seven

years. We will seek science-based target revalidation of these targets during 2024 based on the first year

of combined data for the Group.

Principal risks have been mapped to the most relevant strategic priority which can be found on pages 61 to 65.

Describe how

processes for

identifying,

assessing and

managing climate-

related risks are

integrated into

the organisation’s

overall risk

management

The Board has overall responsibility for the Group’s risk management, determining risk appetite and

reviewing principal risks and uncertainties regularly, together with the actions taken to mitigate them.

Awareness of climate-related risks is integrated into the organisation via staff engagement and training.

Forcertain areas of responsibility, specific job-related individual training is delivered for example relating

to matters such as EPCs, gathering of data and embodied carbon calculations.

The Director and Head of Sustainability are members of the Executive Risk Committee and are responsible

for highlighting climate risks in the context of wider business risk discussions.

The Executive Risk Committee meets quarterly and reviews significant risks to the business, operational

and financial, including sustainability-related risks. A risk report is produced by the Executive Risk Committee

and is submitted to the Board, this is not publicly available. Principal risks are disclosed in the Interim

Results and Annual Report.

Metrics and targets

Disclose the

metrics used by

the organisation

to assess climate-

related risks and

opportunities

in line with its

strategy and risk

management

process

Key metrics used to assess climate-related risk and progress against our Net Zero Carbon targets are

set out in the summary risks and opportunities table on pages 71 to 74 and more fully described on

ourwebsite at https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html.

Strategic Report | Task Force on Climate-related Financial Disclosures

70 Shaftesbury Capital PLC | 2023 Annual Report

Describe the

targets used by

the organisation to

manage climate-

related risks and

opportunities

and performance

against targets

Please refer to the summary table on pages 71 to 74 and to our TCFD report on our website at

https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html.

Disclose Scope 1,

Scope 2, and, if

appropriate, Scope

3 greenhouse

gas (“GHG”)

emissions, and the

related risks

A detailed breakdown of Scope 1, Scope 2 and Scope 3 GHG emissions is disclosed on page 87, and the

methodology for the calculations can be found on page 230. In line with Streamlined Energy and Carbon

Reporting (“SECR”) requirements, energy use and an intensity metric are disclosed on page 88.

Risk summary

Risk type Risk Description

Timeline Impact on business

strategy & financial

planning

Mitigation Metrics &

Targets

Physical Chronic long-term

climate change, flood risk

and extreme weather

including:

― hotter summers g higher

costs to maintain indoor

temperatures

― localised flooding and

storms g cost and time

associated with building

design and retrofit

for increased rainfall

resilience

― disruption to local

energy and transport

network from extreme

weather, in particular

combining a flood with

a possible failure of the

Thames Barrier

Medium-

term

Long-

term

― Inclusion of mitigations

in our refurbishment

scope. These are included

at design stage and

consequently do not result

in material additional capital

expenditure requirements.

― CRREM aligned Net

Zero energy audits

being undertaken on a

representative sample

of buildings across

the portfolio to inform

mitigation design now

and at next lease event.

Costs are scoped into

refurbishment budgets.

― These requirements are

supported by the planning

framework in central

London where we operate

which generally requires

that these risks are

considered. Therefore, the

incremental costs above

planning considerations

are modest.

― We will formally update our

asset exposure to physical

climate risk at least every

two years based on latest

science-based scenarios

and modelling. The costs

of this exercise are modest

and are incurred through

administration costs.

― scenario analysis

indicates medium

exposure to drought-

related risk and

low exposure to

fire weather and

heat stress and

precipitation risks

― assets not located

in coastal or fluvial

flood risk areas,

risk limited to flash

flooding

― refurbishment

scope considers

the following to

mitigate risk and

enhance future asset

resilience:

― reduced water

demand and

efficiency measures

― design measures to

prevent overheating

― incorporation of

sustainable urban

drainage features

― inclusion of these

actions into our

adaptation activities

in our combined

Net Zero Carbon

Pathway

― continued

reduction in

GHG intensity

from building

energy use

(2024, 2027 and

2030 operational

intensity targets

in our Net Zero

Carbon pathway)

― reduce absolute

water use

through efficiency

and harvesting

by 3 per cent per

annum

― biodiversity

increase target

being developed

― operational

carbon reduction

(60 per cent by

2030 with interim

intensity targets)

― embodied carbon

reduction target

(50 per cent by

2030 with interim

intensity targets)

― removal of all gas

boilers (under our

control) by 2030

― 100 per cent

renewable energy

procurement

1. Supplementary detailed explanation of our risks and opportunities is on our website at https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html

2. Shaftesbury Capital has set metrics against all risks and opportunities. For some of these, targets are being refined and we will disclose these in due course.

71Shaftesbury Capital PLC | 2023 Annual Report

Risk type Risk Description

Timeline Impact on business

strategy & financial

planning

Mitigation Metrics & Targets

Transition Policy risk from emerging

regulation:

― enhanced GHG

emissions reporting

― evolving real estate

specific regulations,

such as Minimum

EnergyEfficiency

Standards (“MEES”)

― potential conflict

between heritage

requirements and

energyefficiency

― improvement required

beyond MEES

requirements

― potential impact

of nature-related

regulation including

the Environment Act

requirements on

Biodiversity Net Gain

and the Task Force

on Nature-related

FinancialDisclosures

Short-

term

Medium-

term

― new regulatory data

requirements, which may

not be available, result in

increased cost or longer

void periods

― unexpected new regulation

results in longer planning

or refurbishment period

― increased costs to

analyse and meet

newrequirements

― inability to meet

naturerequirements

results in financial or

reputational loss

― proactive approach

to EPC and MEES

management

― detailed existing

GHG reporting

which goes beyond

current statutory

requirements,

including all Scope 3

― CRREM exercise

completed to date

on 14 per cent of

assets and being

expanded during

H12024

― committed

programme to

enhance data

collection with

timelines included

inour Net Zero

Carbon pathway

― regular review

andinternal

reporting of

upcoming climate

regulation and

updates from

professional

advisers

― continued

reporting of asset

EPC performance

with detailed

EPC targets by

ERV in our Net

Zero Carbon

Pathway (2030

– commercial

100 per cent B

or above and

residential 100 per

cent C or above)

― enhanced data

coverage and

accuracy targets

and accelerated

timeline as set out

in the Net Zero

Carbon pathway

― monitoring and

reporting of

biodiversity

coverage and

annual increase

― regular formal

review of

regulatory

requirements and

internal reporting

at least twice a

year

Transition Market risk of changes in

market trends:

― customers seeking

assets with greater

sustainability

credentials may

reduce revenues if

requirements cannot

bemet

― less sustainable

buildingsmay not

meetdebt or equity

market requirements

resulting in reduced

access to capital

Medium-

term

― failure to meet market

expectations would

result in loss of asset

value, rentalincome,

prolonged void period.

Therefore, impact on

financial planning is to

include as standard in

our refurbishment scopes

appropriate sustainability,

energy efficiency and

other credentials including

BREEAM

― no yield adjustments are

currently included in our

business planning, but

our viability assessment

includesthe impact of

potential yield movements

howsoever caused

― regular monitoring

of industry research

(for example CBRE

Sustainability Index)

― use of internally

developed

Sustainable

Development tool

to ensure that each

refurbishment

maximises its

ability to achieve

sustainability

credentials

― continued budget

allocation to

research and

innovation using

proptech and

behavioural

innovation to ensure

assets are best

placed to meet

market needs

― reporting of

proportion of

buildings by area

with sustainability

credentials

― aim to achieve

BREEAM rating

on all relevant

refurbishments

1. Supplementary detailed explanation of our risks and opportunities is on our website at https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html

2. Shaftesbury Capital has set metrics against all risks and opportunities. For some of these, targets are being refined and we will disclose these in due course

3. Building Research Establishment Environmental Assessment Methodology

Strategic Report | Task Force on Climate-related Financial Disclosures

72 Shaftesbury Capital PLC | 2023 Annual Report

Risk type Risk Description

Timeline Impact on business

strategy & financial

planning

Mitigation Metrics &

Targets

Transition Asset Specific risk:

― evolving risk in

relationto the potential

conflict between

heritagebuildings and

energy efficiency

― heritage restrictions

impede energy efficiency

measures resulting in

market risks above

― adoption of fossil fuel

removal and technologies

is constrained by

electrical supply capacity

to our buildings

Medium-

term

Long-

term

― consideration of technology

appropriate to heritage

buildings (for example PV

tiles)

― drive behavioural change

to use buildings as

designed and maximise

benefits

― working group to

scope and implement

commercial electric

cooking and fossil fuel

removal

― estate modelling to

understand timing and

quantum of electrical

capacity constraints

― participation

in appropriate

industry research

and lobbying on the

balance between

heritage and energy

efficiency

― research and

inclusionof

scalable heritage

appropriate energy

efficiency measures

in our internal

refurbishment

scoping tool

― inclusion of heritage

and listed buildings

in our detailed

CRREM exercise

to determine

costs, returns and

understand related

planning risk

― tracking of

EPC and asset

performance

includes listed

status, listed

units not scoped

out of 2030 EPC

targets

― proportion of

gas (fossil fuel)

boilers both

in our and our

customer demise

is tracked and

performance

managed through

the REIM and

managing agent

teams

Opportunities summary

Opportunity

type

Opportunity Description

Timeline Impact on business

strategy & financial

planning

Actions to leverage

opportunity

Metrics &

Targets

Transition Revenue:

― sustainably certified

and energy efficiency

enhanced buildings

lead to better rents

andcapital values

Short-

term

― potential to reduce

budget void periods and

improve investment yields

for assets with higher

energy efficiency and

sustainability credentials.

Note that this is not

yet applied in forward

business planning

― continue to increase

EPC ratings and

building certification

coverage

― track and evidence

rent, incentive

package and void

differences across

central London

to support any

changes in pricing

and incorporate

into budget and

forecasting as trends

emerge

― provide evidence

tovaluers

― percentage of

projects (major

refurbishments)

to achieve

certification

― monitoring

of rent per

square foot

pricing across

different

asset usesby

sustainability

rating

1. Supplementary detailed explanation of our risks and opportunities is on our website at https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html

2. Shaftesbury Capital has set metrics against all risks and opportunities. For some of these, targets are being refined and we will disclose these in due course

73Shaftesbury Capital PLC | 2023 Annual Report

Opportunity

type

Opportunity

Description

Timeline Impact on business

strategy & financial

planning

Actions to leverage

opportunity

Metrics &

Targets

Physical /

Transition

Market/Technology:

― lower energy costs and

emissions from more

energy-efficient buildings

through existing and

new technology

― reduced emissions

and low embodied

and operation carbon

increase portfolio

attractiveness to

customers

― improved technology

enables use of onsite

energy generation,

supporting our use and

freeing up constrained

electrical grid capacity

Short-

term

― increased exploration

and apportionment

of budgetary sums to

research into low energy

clean tech (up to £1

million per annum)

― demonstration of lower

embodied carbon and

operational energy use

and costs in the leasing

market allows increased

competitive tension

in leasing process for

prospective customers

― self-generated renewable

energy and increased

energy efficiency help

create headroom

when modelling estate

electricity requirements

― regular market

review of available

low energy climate

tech

― systematic pilots

of new technology

and processes to

ensure scalable

and inclusion

in standard

refurbishment

scopes where

applicable

― estate wide review

of renewable

energy generation

capability to identify

opportunities that

free grid capacity

― annual

investment in

new tech

― proportion of

pilots included

in standard

refurbishment

scope

― proportion of

self-generated

renewable power

(to increase

year-on-year by

5 per cent

Transition Reputational:

― demonstrate whole

life carbon benefit of

heritage stock and lead

in energy performance

of heritage buildings

― increased recognition

of carbon benefit

of retention and

refurbishment increases

value and attractiveness

of our assets to

customers, purchasers

and investors

Medium-

term

― internal and external

communication strategy

to demonstrate the whole

life carbon benefits of

heritage buildings

― whole-life carbon

assessments on relevant

refurbishment projects of

sufficient scale

― engage with heritage

organisations, local

authorities and industry

bodies to champion the

whole life carbon benefits

of energy efficient

heritage buildings

― whole-life carbon

assessments

― internal and

external

communications

including

stakeholder

engagement across

customers, local

authorities and

investors

― identification

of acquisition

opportunities

which may offer

enhanced returns

based on our ability

to complete low

cost, low carbon

refurbishments

― proportion

of whole

life carbon

assessments

undertaken

― ability to

accurately

benchmark and

forecast whole

life carbon for

smaller projects

― increase

engagement

with industry

and heritage

bodies year-on-

year

1. Supplementary detailed explanation of our risks and opportunities is on our website at https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html

2. Shaftesbury Capital has set metrics against all risks and opportunities. For some of these, targets are being refined and we will disclose these in due course

Strategic Report | Task Force on Climate-related Financial Disclosures

74 Shaftesbury Capital PLC | 2023 Annual Report

Viability statement

The Directors have assessed the viability of the Group over

the three-year period to December 2026. In view of the

primary focus within the business planning process on the

first three years, the Directors have determined that this

remains an appropriate period over which to provide the

viability statement. The viability assessment takes into account

the Group’s current position and business plan projections,

groupfinancial forecasts and the potential impact of the

principal risks set out on pages 59 to 65.

Assessment

In making the assessment, the Directors have taken account

of the Group’s resilient financial position, access to substantial

liquidity, the Group’s ability to raise new finance, and the low level

of capital commitments together with the flexibility of future

expenditure. The Directors confirm that they have no reason to

expect a material change in the Group’s viability immediately

following the end of the three-year assessment period.

Footfall across the West End is strong, particularly in the

Group’s portfolio which continues to attract target brands and

concepts. Occupancy levels are high across the portfolio and

trading activity is positive with customer sales up 10 per cent

year on year.

There is strong leasing demand across all uses, delivering

rental growth. There continues to be macroeconomic and

political uncertainty, including as to the prospects for interest

rates and inflation as well as geopolitical risks. The West End

and the Group’s unique portfolio of prime investments are

not completely insulated, however, they have demonstrated

remarkable resilience.

As at 31 December 2023, the Group had net debt of £1.5

billion, an EPRA LTV ratio of 31 per cent and Group interest

cover of 2 times. The Group is projected to have sufficient cash

reserves and undrawn facilities to meet debt maturities during

the viability period. Drawn debt is at fixed rates or currently

has interest rate protection in place. Interest rate hedging

is in place which caps SONIA exposure at an average of 2.3

per cent on £350 million of notional value to December 2024

and 3.0 per cent on £250 million for 2025. Further hedging

arrangements will be put in place as appropriate.

The business plan considers the Group’s profits, cash flows,

capital commitments, financial resources, funding requirements,

debt covenants and other key financial risks. All of the Group’s

risks could have an impact on viability. Climate change

is considered by the Directors to be an urgent issue and

investment will be required to enhance the environmental

performance and to meet the commitment to achieve Net Zero

Carbon by 2030, but the costs anticipated within the viability

period are not expected to be significant. The impact of climate

change risks within the viability assessment period is expected

to be limited. Interruptions to trade from severe weather events

are possible but would likely be consistent with the impact

considered in the severe but plausible downside assumptions.

The Directors consider the key principal risks that could impact

the viability of the Group to be:

― Portfolio

― Political and economic

― Operational resilience; and

― Leasing and asset management.

The Directors placed particular emphasis on those risks which

could result in reduced income and valuations or a shortfall

in liquidity. Sensitivity analysis was carried out which involved

flexing a number of downside assumptions to consider

alternative macroeconomic conditions and the impact of these

principal risks both individually and in combination.

Downside scenario

The Directors have assessed the impact of a potential

downside scenario which reflects an economic downturn

andincorporates the following assumptions:

― A reduction in forecast net rental income of approximately

20 per cent over the three year period;

― Elevated SONIA rates in excess of current market

expectations during the three year period; and

― A decline in property valuations of approximately 20 per

cent compared to the 31 December 2023 valuation with

outward yield movement of a further 100 basis points.

Liquidity

As at 31 December 2023, the group has cash reserves of

£186million and undrawn facilities of £300 million. The Group’s

debt matures between August 2024 and 2037. Debt maturities

during the viability assessment period are:

― £95 million private placement loan notes mature in the

second half of 2024 and are expected to be funded through

cash reserves and undrawn facilities.

― £162.5 million of private placement loan notes, £300 million

revolving credit facility (currently undrawn) and £275 million

exchangeable bond mature in 2026 and are assumed to be

refinanced at terms reflecting current market conditions.

― The £350 million unsecured loan facility matures in 2026

and has two one-year extension options available subject

tolender consent.

Whilst the Board considers that financing risk is an important

factor in assessing the viability of the Group, it has assumed

that, even in the Directors’ downside scenario, replacement

financing could be put in place for debt maturities as

demonstrated through the early refinancing in 2023 of the

£576million unsecured loan which was put in place at the

timeof the merger.

75Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Viability Statement

Covenant compliance

The downside analysis was carried out to evaluate the potential

impact of certain principal risks materialising, in particular to

stress test the Group’s financing covenants. Under the downside

scenario, the Group is expected to remain in compliance with

the loan-to-value and interest cover covenantsof its individual

financing arrangements.

In addition to considering a downside scenario, reverse stress

testing has also been undertaken by the Directors, which

indicates that the Group could withstand a decrease of 38 per

cent in income and valuations, before reaching the limit on its

debt financial covenants.

Conclusion

Based on this assessment, the Directors have a reasonable

expectation that the Group will be able to continue in operation

and meet their liabilities as they fall due over the viability

period to December 2026.

Berwick Street

76 Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | ESC strategy introduction and progress

Non-financial and sustainability information statement

As Shaftesbury Capital has fewer than 500 employees, it is not required to comply with the Non-Financial Reporting requirements

contained within the Companies Act 2006. However, due to our commitment to promoting transparency in reporting and business

practices, further information is provided in the table below on a voluntary basis, to help stakeholders understand our position on

key non-financial and sustainability matters.

You can find policies on our website: https://www.shaftesburycapital.com

Topics Key policies and standards

1,2

Additional information

Environmental

matters

– Environmental Policy

– Environment, Sustainability and Community (“ESC”) Strategy

– Net Zero Carbon Pathway

– Sustainability Development and Refurbishment Requirements

– Sustainable Timber Procurement Policy

– Supply Chain Policy and Supplier Code of Conduct

– EPRA Sustainability Best Practice Reporting Recommendations Report

For more on sustainability and environmental matters: see

pages 80 to 88

For more on greenhouse gas emissions: see pages 87 and

88 and page 230.

Responsibility section of our website:

https://www.shaftesburycapital.com/en/responsibility.html

Climate related

financial

disclosures

– Task Force on Climate-related Financial Disclosures (“TCFD”)

For more on action on climate change: see pages 80 to 88

Responsibility section of our website: https://www.

shaftesburycapital.com/en/responsibility.html

Employees – Our purpose-led strategy and business model

– People Policy

– Anti-Harassment and Bullying Policy

– Directors’ Remuneration Policy

– Health and Safety Policy Statement

– Business Code of Practice

– Board Diversity and Inclusion Policy

– Equal Opportunities and Diversity Policy

– Transinclusion Policy

For more on people and culture: see page 46 and 47

For more on diversity see page 116 and 117

For more on remuneration: see pages127 to 129

People section of our website: https://www.

shaftesburycapital.com/en/responsibility/people.html

How we behave section of our website: https://www.

shaftesburycapital.com/en/about-us/corporate-

governance/how-we-behave.html

Human rights – People Policy

– ESC Strategy

– Modern Slavery and Human Trafficking Statement

– Business Code of Practice

For more on modern slavery and how we behave: see pages

84, 100 and 111

Modern Slavery Statement on our website: https://www.

shaftesburycapital.com/en/index.html

Social matters – ESC Strategy

– Community Policy

For more on our stakeholder engagement: see pages

40 to 45

For more on our ESC Strategy: see pages 80 and 81

For more on the local community: see pages 89 to 91

Responsibility section of our website: https://www.

shaftesburycapital.com/en/responsibility.html

Community section of our website: https://www.

shaftesburycapital.com/en/responsibility/community.html

Anti-bribery

and corruption

– Financial Crime Policy

– Whistleblowing Policy

– Tax Strategy

– Business Code of Practice

– Conflicts of Interest Policy

– Expenses Policy

– Anti-money Laundering Policy

– Gifts and Hospitality Policy

– Supply Chain Policy and Supplier Code of Conduct

– Share Dealing Policy

For our Audit Committee report: see page 123

For more on how we behave: see page 110

For more on conflicts of interests: see page 110

How we behave section of our website: https://www.

shaftesburycapital.com/en/about-us/corporate-

governance/how-we-behave.html

Modern Slavery Statement on our website: https://www.

shaftesburycapital.com/en/index.html

Business model

For more on our purpose-led strategy and business model:

see pages 14 and 15

Principal

risks and

uncertainties

For more on our principal risks and uncertainties:

see pages 61 to 65

For our viability statement: see pages 75 and 76

Non-financial

key performance

indicators

For more on non-financial key performance indicators:

see page 17

1. Policies and further information can be found on the website: https://www.shaftesburycapital.com.

2. Certain policies and internal guidelines are not published externally.

77Shaftesbury Capital PLC | 2023 Annual Report

Sustainability

80 Our Environment, Sustainability and

Community (“ESC”) approach

83 Leadership in heritage places

84 Embedding sustainability in our business

85 Tackling climate change

89 Supporting our local communities

78 Shaftesbury Capital PLC | 2023 Annual Report

Sustainability in

our destinations

79Shaftesbury Capital PLC | 2023 Annual Report

Our ESC Strategy approach

andprogress

Our Environment, Sustainability and Community (“ESC”) Strategy is fundamental

to our business, delivering value for stakeholders through our long-term

approach and responsible stewardship of our destinations.

Our ESC Strategy, developed in 2020 underpins our approach to sustainability,

reflecting the issues that are most material to our business and our stakeholders.

We have identified the UN Sustainable Development Goals (“SDGs”) that are most

applicable to our business and mapped these against our strategy.

In 2023 our sustainability activity has become more focused on delivery of our

strategic goals as set out below:

Sustainably adding

value and tackling

climate change

Future-proofing our

heritage properties

Creating sustainable and

healthy places

Our values Innovation Good governance

Supporting local

communities and

our people

Behaving as a good

neighbour

Promoting diversity,

talent development and

creativity across our team

Net Zero Carbon by 2030

See page 85 for more

Community investment

See page 89 for more

Heritage leadership

See page 83 for more

Stakeholder engagement

See page 42 for more

Air Quality

See page 83 for more

Supporting our people

See page 46 for more

Biodiversity

See page 83 for more

Health & Safety

See page 92 for more

Underpinned by

Key themes

SDG alignment

Strategic Report

80 Shaftesbury Capital PLC | 2023 Annual Report

Map is for indicative purposes only

Covent Garden:

Photovoltaic (“PV”) tiles

PV tiles were installed within the

conservation area on King Street.

Thetiles differ from PV panels and

are suitable for heritage buildings as

they are visually indistinguishable from

slates and require less maintenance

than PV panels. The tiles have so

far contributed to a 12 per cent

reduction in energy use for the

common parts of the building.

See page 83 for more

Chinatown:

Food waste

recycling

In 2023, we extended the

Chinatown food waste

initiative which increased

recycled food tonnage

by 50 per cent. The food

waste is collected daily

and then through a

process of anaerobic

digestion is converted

into bio-fertiliser,

electricity and heat used

as district/commercial

and industrial heating.

Soho: Berwick Street

Pop-ups

As part of the activation of

Berwick Street we supported

several pop-up stores,

including space for tailors

‘A State of Nature’, plastics

upcycling and creative

agency, ‘Are you Mad’ and the

‘Museum of Youth Culture’.

Seven Dials: Friday Lunch Club

On Fridays, Shaftesbury Capital employees

have volunteered at the Covent Garden

Community Centre Lunch Club for local

people aged over 55.

Seven Dials: Smart Works

In 2023, we provided two retail spaces to

Smart Works, a charity that offers a range of

employment support including CV advice,

interview preparation and a bespoke service

providing women with quality professional

clothing for interviews and the workplace.

See page 44 for more

Covent Garden: Water

Working with our estate facilities manager,

OCS, we have replaced chemical cleaning

products on the Covent Garden estate

with a pioneering product that uses Ozone

injected into water. This saves 4,000single

use bottles a year and therefore no chemical

cleaning products enter the watercourse

through our cleaning activities.

Carnaby: 5-7 Carnaby

Street Green Wall

As part of the refurbishment

and redevelopment of 5-7

Carnaby Street we introduced

a permanent 200m

living wall

which comprises a variety

of specially selected plants

that change colour with the

seasons.

See page 87 for more

Covent Garden: Grid Edge

In collaboration with a building

optimisation technology company called

Grid Edge, our Building Management

System (“BMS”) partners, and our

customers, our successful pilot has

optimised building performance and

identified significant annualised energy and

carbon reductions. The installation cost

has already been covered by operational

savings, and we are actively rolling this out

to similar buildings.

See page 83 for more

Selection of projects to deliver our sustainability strategy

81Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Sustainability

Estate greening

Building on the well-aligned approaches to sustainability

takenby Capco and Shaftesbury, which reflected similar

challenges and opportunities across the portfolios, this year

were-committed to a comprehensive 2030 Net Zero Carbon

target and set an aim to be recognised as a leader in the

sustainable development of heritage buildings. As a long-term

investor in our destinations, we continue to partner with

community organisations to tackle the issues that are most

important to our local communities in particular the challenges

faced by young and disadvantaged people. This is set out in

more detail in the community investment report on page 89.

Our approach to the long-term sustainable management of our

destinations is based on extending the useful life of our heritage

buildings through refurbishment, rather than demolitionand

redevelopment. This reconfiguration and repurposing of our spaces

enables us to protect the unique heritage of our portfolio whilst

improving energy efficiency and continuing to meet the evolving

needs of our customers. Future-proofing our buildings protects

the West End’s heritage, leading to increased demand, long-

term value and improved operational efficiency.

One benefit of our heritage buildings is that they are a significant

long-term store of carbon. To maximise this, we focus on reducing

future operational carbon by improving energy efficiency and

minimising embodied carbon emissions. Embodied carbon

associated with repurposing and refurbishment of buildings

is minimised through the retention and re-use of structure,

façadeand materials.

Following the merger, we have considered which areas of

sustainability are most material to our business and these

are set out on page 80. In 2024 we intend to undertake more

detailed materiality analysis specific to the priorities on page 80

inorder to make the most efficient progress.

2023 achievements

During the year we have made significant progress in the

delivery of our ESC Strategy, achieving ongoing improvements

to the energy efficiency of our portfolio, and continuing to

support our local communities.

Following the merger, we have reconfirmed our sustainability

aspirations, clarified our key targets and continued to embed

process into our business operations.

― Community investment of cash, time and in-kind of £1.3m

― 335 hours of employee volunteering undertaken in

company time

― Publication of a combined 2030 Net Zero

CarbonPathway

― Reporting our Scope 3 data from across the portfolio.

― Improvement in EPC rating A-C to 80% of ERV

― Completed second phase of Carbon Risk Real Estate

Monitor (CRREM) analysis, building on the analysis

undertaken in previous years

― 6% reduction in Scope 1 and 2 emissions compared

to previous reporting years

― 11% increase in biodiverse green space, primarily

due to the addition of the green wall installed at 5-7

Carnaby Street

― 100% diversion of operational waste from landfill

― 37% recycling rate for operational waste

Our aim is to be considered the destination of choice for sustainability-

focused customers, suppliers and partners in the West End.

82 Shaftesbury Capital PLC | 2023 Annual Report

Raising awareness through collaboration

Working with recycling brand Are You Mad, a new

summer installation made from recycled plastic was

launched on Carnaby Street and Newburgh Street, as part

of the wider summer campaign ‘Carnaby in Colour’.

The temporary art was formed of three hand and heart

shaped arches made using waste plastic sourced from

local shops and restaurants and the wider district.

The installation took four weeks of collecting waste

plastic, 16days of sheet pressing and a team of 13

people to create the finished materials. A total of 684 kg

recycled plastic waste was used in the process ranging

from bakery crates and buckets to food palettes and

unwanted shop decorations. This is part of a longer-term

collaboration with Are You Mad to raise awareness about

plastic waste. Are You Mad first opened a pop-up store

on Carnaby Street in 2022, and moved to larger premises

in Berwick Street, collecting plastic waste and turning it

into a wide range of useful products for sale.

We recognise the important role that the sustainable

refurbishment of heritage buildings plays in achieving our

sustainability aspirations. It is estimated that 80 per cent

of buildings that will exist in 2050 are already built and the

responsible retrofit of these buildings will be critical to meeting

long-term national Net Zero Carbon goals.

Due to the heritage nature of our portfolio, which is located

in conservation areas, and c.27 per cent of which is listed,

we continue to improve the sustainability performance of our

building stock whilst protecting the unique heritage and abiding

by planning requirements. Through the careful application

of low-cost and low-carbon interventions, we deliver energy

efficiency improvements, as demonstrated by our success to

date in improving energy efficiency and EPC ratings.

Our activities to tackle climate change also deliver a number

of benefits for our stakeholders. These include the air quality

benefits of electrifying heating and cooking, as well as reducing

traffic through pedestrianisation, and fewer vehicles delivering

lower material volumes due to material re-use in refurbishment.

In addition to implementing relevant initiatives set out on page

81 more widely across the portfolio, we actively seek further

opportunities to pilot and implement new scalable technology

or operating practices which deliver carbon reduction. We will also

share lessons learned externally to support the low carbon

transition across the industry and demonstrate leadership in

this space, for example our recent contribution to the UK Green

Building Council (“UKGBC”) commercial retrofit project.

Creating healthy and biodiverse

destinations

As a responsible steward of our destinations, our impact

extends beyond our buildings, and we continue to enhance

the public realm within and around our portfolio. We strive to

create healthy, welcoming and thriving locations in the West

End where people enjoy visiting, working and living.

Shaftesbury Capital has supported London air quality

monitoring for seven years through our partnership with

Imperial College London. In 2022, we enhanced this work by

installing smaller, more modern air quality monitors in Covent

Garden. These have now been connected to the adjacent Seven

Dials network. This monitoring has enhanced our understanding

of factors affecting air quality which can be used to support our

public realm and refurbishment scheme designs.

We remain active members of the Wild West End (“WWE”)

partnership, actively looking to increase biodiversity across

ourestate following the WWE principles and prioritising

pollinators and native species. Aside from the benefit to nature,

green spaces play an important part in adapting to climate

change through the reduction in urban heat and supporting

well-being. This year we have installed a major green wall

on a scheme at 5-7 Carnaby Street, contributing towards an

overall increase in green space of 11 per cent across the whole

portfolio. We continue to look for opportunities to increase

both the quantity and quality of biodiverse green space.

Driving innovation through collaboration

We are committed to the use of innovative solutions, including

both new technologies and processes. In addition to CRREM

asset analysis at scale, we collaborate with both suppliers

and customers to maximise the benefit of using smart

technology, such as Grid Edge, to identify improvements

to themanagement of buildings that can lead to significant

energyefficiency improvements with minimal expenditure.

We continue to install “smart” utility meters, and we now have

c.19 per cent coverage of landlord areas by volume, and will

instruct all landlord meters by the end of 2024. Improving the

data that we collect from our buildings will increase our carbon

data transparency and enable us to make faster and better

informed decisions on building management and refurbishment.

We have successfully trialled photovoltaic roof tiles in King

Street. These tiles can be used on heritage buildings where

planning restrictions may not permit traditional photovoltaic

panels. This has the potential to increase our renewable energy

generation without a negative impact on heritage. The tiles have

contributed to a 12 per cent drop in energy use in the common

parts of the building to date. We will continue to monitor the

outcome and will share lessons learnt to help promote the

uptake of this technology and explore further opportunities

onour portfolio.

Leadership in heritage places

83Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Sustainability

Embedding sustainability in our

business

We have robust governance processes to ensure that

sustainability continues to be considered in major strategic

and operational decisions. Sustainability is at the heart of our

values, and we are committed to delivering the change that is

required to achieve our sustainability aspirations. During 2023,

this took the form of a Board ESC Committee which maintained

oversight of our strategy, and a management level committee

through which senior managers from multiple disciplines

across the business were able to collaborate and contribute

to a range of sustainability activities. Following the publication

of our updated combined Net Zero Carbon pathway and

responsibility for our sustainability processes being integrated

into our Real Estate Investment Management (“REIM”) team, at

our February 2024 Board meeting, it was agreed that, from the

date of this report, ongoing oversight of ESC should be a matter

for consideration by the whole Board with Ian Hawksworth

as Chief Executive having overall responsibility. This includes

consideration of climate related risks and opportunities

and implementation of the Group’s sustainability strategy

and Net Zero Carbon pathway. Day-to-day oversight will be

undertaken by members of the Executive Committee and the

senior management team, with regular reporting to the Board.

Our sustainability team will continue to be responsible for

recommending the strategic direction, focusing the business

onkey areas and our measuring and reporting processes.

We have a range of policies and procedures that underpin

ourESC Strategy which can be found on our corporate

website and are set out in our Non-Financial and Sustainability

Statement on page 77.

During the year we established a Community Investment

Forum(“CIF”), comprising employees from across the business.

The CIF provides oversight of our community investment

and considers applications to our Community Fund in line

with our corporate aspirations and values. This ensures that

we continue to partner with local charities and not-for-profit

organisations that align with our social sustainability goals,

using their skills and knowledge to maximise the positive

impact that we can make.

Industry collaboration

We continue to actively participate in a range of industry

groups, to share experiences and promote the adoption of

best practice for sustainable real estate. Principal industry

memberships include the UK Green Building Council (“UKGBC”),

Better Buildings Partnership, British Property Federation

and the Westminster Property Association. During 2023, we

sponsored, contributed to, and actively promoted the recently

published UKGBC study on commercial retrofit. The study

found that building optimisation and light retrofit can reduce

operational energy use by more than 35 per cent, which

aligns with our own experience to date. We are signatories

to Westminster City Council’s Sustainable City Charter and

support their efforts to decarbonise the city.

We also work with stakeholders as part of the Westminster

Zero Emissions Group, and actively collaborate with suppliers,

including Veolia, on waste treatment and innovators such as

Grid Edge on building optimisation.

Industry recognition and standards

We participate in a range of external benchmarks and indices

to provide independent verification of our sustainability

progress and help us to identify improvement opportunities.

During 2023, we are proud to have increased our CDP rating

to A – putting us in the leadership category and reflecting the

additional work done to improve our climate risk management

and reporting. We achieved our fifth consecutive Gold award

for reporting in line with the EPRA sBPR, as well as an 9 per

cent improvement in our GRESB rating to 74, and maintained

two GRESB green stars.

Modern slavery and human rights

We have policies in place which address human rights,

modernslavery, and the ethical conduct of our business.

Duringthe year we undertook a desk-top risk assessment for

modern slavery and all employees were required to complete

an online training programme. Our Modern Slavery Statement,

updated in February 2024, is available on our website at

https://www.shaftesburycapital.com/en/index.html. All employees

working on our estate are paid at least the London living wage,

whereappropriate.

Our 2024 actions

As we continue to focus on the delivery of our strategy in 2024,

we will focus on:

― Improving communications with our customers to promote

low-carbon behaviours and reduce energy consumption in

our customers demises

― Updating our Net Zero Carbon pathway, see page 85, and

seek revalidation from the Science Based Targets initiative

(SBTi ) for our decarbonisation targets

― Completing CRREM energy efficiency audits on a sample of

our portfolio and use the results to build estate wide plans

― Promoting the continued electrification of buildings

― Integrating sustainability into the Real Estate Investment

Management team, including targets for refurbishments and

collection of embodied carbon data

― Undertaking further materiality analysis specific to our

focusareas

― Continuing to improve our understanding of climate change

risk to the business

― Investigating opportunities relating to sustainability-linked

financing

― Increasing our EPC commercial A-B coverage by at least

10per cent from the current 56 per cent, increasing our

A-Ccoverage across commercial and residential from

80 per cent to 85 per cent and striving to go further.

― Reducing our like-for-like energy Scope 1 and 2 consumption

by 5 per cent

― Reducing our water consumption by 3 per cent

84 Shaftesbury Capital PLC | 2023 Annual Report

Tackling climate change

A summary of our climate change risks and opportunities

is set out in our TCFD aligned report on pages 66 to 74,

supplementary detail and explanation is included in a longer

version of the TCFD report which can be found on our

corporate website at https://www.shaftesburycapital.com/en/

responsibility/policies-and-reports.html.

Our buildings represent long-term stores of embodied carbon,

many of which pre-date mass industrialisation. We remain focused

on protecting the heritage of our places, whilst making low

carbon interventions to improve energy efficiency and increase

resilience to the climate change impacts that we have identified.

Considering the whole life carbon emissions of a building

demonstrates the importance of embodied carbon and the

relative benefit of our approach, under which repurposing and

refurbishment through low-carbon retrofit is used, instead of

demolition and reconstruction.

In addition to investment in our buildings, we continue to add

to the quantity and quality of our green spaces to help mitigate

some of the impacts of climate change.

2030 Net Zero Carbon commitment

We have set a comprehensive 2030 Net Zero Carbon target

for Scope 1, 2 and relevant 3 emissions. In doing so, we will

reduce our emissions at a rate at least in line with a 1.5°C

pathway. Our commitment is first to reduce greenhouse gas

emissions from our buildings and operations as far as possible

in a way that recognises the needs of our heritage portfolio and

stakeholders, and only then to offset any residual emissions.

Our commitment to achieve Net Zero Carbon by 2030 includes:

― 50% embodied carbon reduction

― 60% operational carbon reduction

― Prioritising innovation and renewables

― Enhancing climate adaptation

― Offsetting residual carbon emission

During 2024 we will seek re-validation of our carbon reduction

targets from the SBTi and set an updated baseline for our

pathway using a full year of emissions data for the combined

business from 2023.

Full details are set out in our Net Zero Carbon pathway

published on our website at https://www.shaftesburycapital.

com/en/responsibility/environment/net-zero-carbon-pathway.

html. Going forward, we will publish annual updates on our

progress against our pathway.

Carbon reduction performance

Our reported emissions reflect the combined business and

are therefore significantly higher than emissions reported in

Capco’s 2022 Annual Report. We report our Scope 1 and

2 emissions against a combined baseline and most recent

published numbers, further like-for-like detail will be included

in our Sustainability Data Report, which will be issued by the

end of April 2024.

We continue to purchase electricity from renewable tariffs

across our landlord-controlled portfolio. Excluding the benefit

of purchasing zero carbon electricity, and instead using

standard UK carbon factors, we have still seen our Scope 1

and 2 greenhouse gas (“GHG”) emissions decrease by 6 per

cent from the previous financial year reporting. This is primarily

due to continued improvement to the energy efficiency of our

buildings. Our CRREM analysis completed to date, highlights

the importance to achieving our Net Zero Carbon targets of

phasing out the use of fossil fuels in our buildings. We continue

to electrify heating and cooking across the estate to maximise

the value of grid decarbonisation to our portfolio.

Our direct energy consumption (Scope 1 and 2) remains relatively

small as it only encompasses the common areas of our buildings

and refurbishment projects. Therefore, we are continuing to

improve data collection relating to scope three emissions,

especially with regards to customer energy consumption, and

supplier purchased goods and services. We are still reliant on

estimation for some of our Scope 3 emissions which are based

on industry best practice estimation methods and verified as

described in our GHG methodology on page 230.

We are reporting Scope 3 emissions for the legacy

Shaftesburydestinations within the portfolio for the first time,

and therefore cannot make like-for-like comparisons with

previous reported emissions.

Our priority is always to deliver improvement in energy

efficiency before relying on carbon offsetting or carbon removal

to achieve our Net Zero Carbon target. More information on

the actions that we are, and will be, taking to reduce carbon

emissions across our business is set out in our Net Zero Carbon

Pathway, including key milestones.

We recognise our urgent responsibility as an owner of physical assets to reduce

carbon emissions, whilst ensuring that we effectively manage climate change

risks and opportunities by adapting buildings to mitigate its negative effects and

delivering a fair transition to a low-carbon future.

1. Relates primarily to our refurbishment programme, see glossary

for Embodied Carbon definition.

85Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Sustainability

Embodied carbon

A significant proportion (18 per cent) of our carbon emission

arises through the embodied carbon inherent in the services

and materials used in our refurbishments. We continue to improve

embodied carbon data collected for all refurbishment projects

with a value in excess of £250,000 to enable better analysis

of our impact and identify ways in which we can make further

reductions. We use Department for Environment, Food & Rural

Affairs (“DEFRA”) multipliers below this level. Ouranalysis to date

indicates that, where we have actual data, our carbon use per

square metre (carbon intensity) is below the DEFRA industry

benchmarks for embodied carbon and we will continue to both

target further reductions and methodology improvements.

Our embodied carbon emissions are directly correlated with

the volume of refurbishment and development operations

undertaken in a year. In 2023 we continued to calculate this

using a blend of actual data and applying DEFRA benchmarks

to expenditure. During the year we have increased the volume

of projects covered by actual embodied carbon reporting to

43 per cent of expenditure. This contributed just 18 per cent

of our total calculated embodied carbon, demonstrating that

a typical refurbishment project has materially lower embodied

carbon than the DEFRA benchmark.

Energy efficiency ratings of

our buildings

Our rolling programme of energy efficient refurbishments

delivers incremental energy performance benefits. In addition

to carbon reduction, this reduces customer utility costs and is

reflected in our ongoing improvement in EPC ratings. The ERV

of our buildings with an EPC rating A-C is now included in our

non-financial KPIs on page 17.

80 per cent of properties are EPC grade A to C by ERV,

representing a 12 per cent increase from the prior year.

Approximately 1.6 per cent of portfolio ERV does not require

an EPC. This primarily relates to outdoor space, basement space

where there is no heating or cooling, long-lease residential

property outside the scope of MEES, or demises such as sub-

stations. A further 5.9 per cent of ERV is currently undergoing

refurbishment. When considered by ERV 51 per cent of the

portfolio is A-B, rising to 56 per cent for commercial property.

As part of the ongoing refurbishment programme, we continue

to undertake works to improve EPC ratings as demises become

vacant, and work with occupiers to meet the requirements

of the MEES regulations. All new commercial refurbishments

target EPC B to ensure that we are prepared for expected

changes to the MEES regulation. As at 31 December 2023,

£13.9m of ERV is being refurbished and is expected to achieve

EPC B or above for commercial and EPC C for residential.

Net Zero Carbon focus areas for 2024

In our published Net Zero Carbon pathway, we have committed to

milestone actions, including the following targets for the next year:

― To publish an updated consolidated 2023 baseline for

ourNet Zero Carbon target to reflect the combined

businessand improvements in the quality of the

Scope3data collected

― Continue to improve our Scope 3 data, reducing the

proportion of estimation required

― Revalidate our carbon reduction target with the Science

Based Targets initiative (SBTi)

― Continue to prioritise the removal of fossil fuel and

electrification of buildings, particularly cooking, which has

been identified as an important contributor to the overall

decarbonisation of our buildings

― Update and publish our carbon offsetting approach, in this

context, we have paused any previous offsetting of Scope 1

and Scope 2 emissions which was undertaken by Capco only

CRREM

We have undertaken detailed energy efficiency audits in line

with CRREM on a sample of our buildings. This initial analysis,

covering approximately 14 per cent of the portfolio by area,

has indicated that there are a number of actions we can take

toimprove the energy efficiency of our buildings. It is our

intention to complete a further phase of CRREM analysis

to increase our knowledge and improve the budgeting and

reporting of the costs required to deliver our 2030 Net Zero

Carbon Commitment.

86 Shaftesbury Capital PLC | 2023 Annual Report

Scope 1: Landlord Gas

1.41%

Scope 1: Landlord Refrigerant Gas & Fuel

0.06%

Scope 2: Landlord Electricity

2.79%

Scope 3: Capital Goods 17.66%

Scope 3: Purchased Goods & Services 27.67%

Scope 3: Tenant Operations 48.75%

Scope 3: Business Travel 0.13%

Scope 3: Waste 0.25%

Scope 3: Employee Commuting 0.08%

Scope 3: Transmission & Distribution 1.14%

Scope 3: Water usage 0.05%

2023 Carbon footprint (tCO

45%

Carbon

footprint

reduction on

published

2019 baseline

31%

Reduction in

Scope 1 &

2 emissions

on published

2019 baseline

35%

of area reports

actual Scope

3 customer

emissions

28.7%

48.5%

2.8%3.8%

16.2%

Grade A

Grade C

Grade E-G

Grade B

Grade D

Energy Performance Certificates (EPC) by ERV

2030

Net Zero

Carbon

commitment

80%

Portfolio rated

EPCA-C

1. Includes common parts, shared services and voids

5-7 Carnaby Street

As part of the refurbishment and

redevelopment of 5-7 Carnaby Street we

introduced a permanent 200m

living wall

tothe front elevation of floors 1-4 and to

the façades of the rear extensions. The living

wall, which comprises a variety of specially

selected plants that change colour with

the seasons, improves the aesthetics of the

building and helps to improve air quality by

trapping particulate matter. The wall uses

a unique system of membrane pockets

to enable root growth helping the plants

mature and thrive in the future.

87Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | ESC

Pedestrianised environment

Total Scope 1 and 2 GHG

emissions (location-based method

1,3

)

Intensity measure: Tonnes

of CO

e per ‘000 sq ft

Total Scope 2 GHG emissions

(market-based method

2,3

)

Total Scope 1 and 2 energy

consumption (MWh)

500

1000

1500

2000

626

562

2023

tCO

2022

1,186

537

100

2023 2022

Scope 1 Scope 2

0.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.40

2023

2022

0.38

0.20 0.38

Scope 1 Scope 2

2,000

4,000

6,000

8,000

10,000

2023

2022

2.88

5,847

8,984

4.15

Total

energy use

Intensity measure

(MWh per '000 sq ft)

1. The location-based method reports emissions as tonnes of carbon dioxide equivalent (tCO

e). 100

per cent of the emissions stated are UK-based. Details of what is included in Scope 1 and Scope 2

emissions can be found on page 230.

2. The market-based method reports emissions as tonnes of carbon dioxide (tCO

e). 100 per cent of the

emissions stated are UK-based. Details of what is included in Scope 1 and Scope 2 emissions can be

found on page 230.

3. The 2022 comparative information relates to Capco pre-merger.

Greenhouse Gas emissions including

Streamlined Energy and Carbon Reporting

(“SECR”)

Shaftesbury Capital has engaged Carbon Footprint Limited to provide

independent verification of the calculation of 2023 GHG emissions assertion

data,in accordance with the industry recognised standard ISO 14064-3.

Our absolute Scope 1 and Scope 2 emissions have increased since 2022,

reflectingthe inclusion of the Shaftesbury portfolio. When considered on an intensity

basis, and including comparative reported data for both Shaftesbury andCapco,

intensity has decreased by 5 per cent.

Overall, Scope 1 and 2 emissions are down 31 per cent compared to our reported

2019 baseline. Our 2023 verification process included a review of our Scope 3

emissions across the whole portfolio. Scope 3 emissions were not reported by

Shaftesbury PLC in 2022 so a year-on-year like-for-like comparison isnot presented.

500

1000

1500

2000

626

562

2023

tCO

2022

1,186

537

100

2023 2022

Scope 1 Scope 2

0.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.40

2023

2022

0.38

0.20 0.38

Scope 1 Scope 2

2,000

4,000

6,000

8,000

10,000

2023

2022

2.88

5,847

8,984

4.15

Total

energy use

Intensity measure

(MWh per '000 sq ft)

88 Shaftesbury Capital PLC | 2023 Annual Report

We contribute to a range of causes with a particular

emphasis on creating opportunities for local young people,

homelessness, and food hardship.

Our destinations are integral to our local communities,

providing a catalyst for long-term economic benefits.

Asidefrom cash donations, we contribute space in the form

of reduced rent and our employees' time through volunteering

activities with local organisations.

In 2023, the value of our contributions totalled more than

£1.3million. This is set out below and detailed in our

Sustainability Data Report, available on our website at https://

www.shaftesburycapital.com/en/responsibility/policies-and-

reports.html, by the end of April 2024.

Our approach to community investment

We remain focused on working with local organisations

to tackle issues that align with our purpose and make a

meaningful difference to our local community.

We work with a range of partners including not-for-profit

organisations, charities, educational establishments, and other local

community groups. By working with local organisations, we can

build long-term relationships that maximise the value generated

for the local community from our own resources and influence.

We have a Community Investment Forum (“CIF”) which is

responsible for overseeing our programme of community

investment in line with our focus areas. The CIF comprises

employees from across the business and is chaired by our

Head of Sustainability. It enables us to review our community

investments and consider applications to our grants

programme in a fair and consistent manner.

We take a holistic approach to our local community support

which includes financial contributions to local grass-roots

organisations and the implementation of programmes to support

young people in our operations. More widely, we have also

made in-kind donations to charities through provision of short and

long-term commercial space, and time given by our employees.

Apple Market Challenge

Supporting our local communities

As a responsible, long-term investor in our destinations, we are committed to

supporting our local community.

89Shaftesbury Capital PLC | 2023 Annual Report

Strategic Report | Sustainability

Education and employment

This year we have continued our scholarship programme

withthe University of Westminster. Now entering its third year,

the programme funds tuition fees, provides a bursary and

paidwork experience for a local person studying Real Estate

atthe university.

We also support the Reading Real Estate Foundation, including

offers of work experience. During the summer we hosted

a Masters student from University College London who

undertook an analysis of the impact of different approaches to

installing green walls on the internal environment of a building.

We have continued our support for the Young Westminster

and Young Camden Foundations work with local young people,

including funding towards their Brighter Futures Fund and

Heads Up! Mental Health Fund respectively. This year we have

committed to supporting the Young Westminster Foundation

“Mastering My Future” programme for another three years.

More details of our diversity, equality and inclusion activities

can be found on page 47.

We are sponsors of the Donmar Warehouse, a not-for-profit

theatre located in Seven Dials that provides opportunities

foryoung people to gain confidence through a range of

creativeprogrammes.

For younger children, we continued to sponsor the Soho Parish

Primary School Food Feast and the Apple Market Challenge,

through which pupils from local schools present ideas for

innovative new products that could be sold from the Apple

Market in Covent Garden. The challenge has engaged more

than 7,000 children since inception.

For the second consecutive year, we have supported the Soho

Kids Christmas Lights, an award-winning initiative under which

Christmas lights designed by children from Soho Parish Primary

School are installed across Soho, providing an opportunity for

pupils to showcase their creative talent.

Tackling homelessness

Homelessness remains a challenge to some of the most

vulnerable people in our local community. We have continued to

support The Connection at St-Martin-in-the Fields by providing

funding to The Connection’s Street Engagement Team in 2023.

This year we supported the Single Homeless Project, a charity

that supports 10,000 people each year by providing a range

of services including hostels and employability programmes.

26employees volunteered with the charity this year at one

of their local hostels to redecorate the premises and support

clients through preparing and serving meals. We have also

made a financial contribution through our grants programme

tosupport the charity’s employability programme in 2023.

We continued our partnership with The House of St Barnabas in

Soho which ran an employability programme for people that have

experienced homelessness through their private members club.

Community support

Throughout our destinations we continue to contribute to

a range of activities and organisations such as the Chinese

Community Centre, West End Community Trust, Samaritans

and Covent Garden Community Centre.

This year we have continued to provide funds to support the

Covent Garden Community Centre Friday Lunch Club for local

residents aged over 55. In addition to funding, since February

2023, 29 employees have volunteered to help serve lunch.

We have a long-term relationship with veterans’ charities,

supporting blind veterans in Westminster and have arranged

Remembrance Day events in Covent Garden for a number of years.

Community grants fund

In addition to our ongoing strategic partnerships, wehave

established a grants fund that offers local charities, organisations,

and groups the opportunity to apply for funding towards the

cost of projects that align with our community investment

focus areas. All applications are considered by our Community

Investment Forum. Projects that received funding in 2023

included the refurbishment of bathrooms at UK Homeless

charity Depaul, a specialist mental health space supporting

homeless and vulnerable young people aged 16-25, and

Christmas lunches for local people at the Covent Garden

Community Centre. In total we provided over £87,000 funding

58%

34%

Cash

In-kind

Time

Management

14%

10%

71%

Education and

employment

Food hardship

Tackling

homelessness

Community

support

How: £1.4m What: £1.3m*

A breakdown of our support is included below.

*Excludes management time

90 Shaftesbury Capital PLC | 2023 Annual Report

from our grants fund, in addition to £389,000 of cash donated

to our partner organisations. We have also supported the

Abbey Centre and the North Paddington Food Bank which

provide much needed support for local people.

In-kind space

We have continued our successful ‘pop-up’ programme,

providing free or subsidised space to charities and small

businesses in some of our world-class locations.

This year we have provided space for charities and charitable

events up to a value of £807,000. Highlights included our ongoing

partnership with refugee charity ‘Choose Love’ in Carnaby,

theTusk Gorilla Sculpture Trail in Covent Garden and Smart

Works, a charity which supports women into employment.

Volunteering and employee engagement

We encourage employees to volunteer with our charity

partners and during 2023 our employees have completed more

than 335 hours of volunteering in Company time, supporting

projects such as the Covent Garden Community Centre Friday

lunch club and the Single Homeless Project.

We also have an employee matched funding programme

andencourage our employees to take part in volunteering

events for charities that are close to their own hearts.

Going forward

― Development of strategic partnerships with our key community

partners to provide certainly over our longer term

― Support our employees to increase participation in

volunteering activities with our community partners.

Young Westminster Foundation

Young Westminster Foundation brings together local

business and funders, including Westminster City

Council, to increase long-term funding for youth clubs

and organisations in Westminster. Members of Young

Westminster Foundation range from large youth clubs

to smaller grassroots organisations; local organisations

all driven by their passion to provide the best services,

opportunities and support for local young people.

We have a long term strategic partnership with the Young

Westminster Foundation, which includes providing financial

support to their Westminster Brighter Futures Fund.

Established in 2019, the Brighter Futures Fund enables

youth clubs and organisations within Westminster to

apply for funding to deliver projects and programmes that

benefit local children and young people. One beneficiary

to receive funding in 2023 included the Caxton Youth

Organisation, a specialist youth club who break barriers

and empower learning for young people with disabilities.

Choose Love,

Carnaby Street

91Shaftesbury Capital PLC | 2023 Annual Report

Health, safety, security and

well-being

Ensuring the highest standards of health, safety, security and well-being are

atthe forefront of all our activities and operations.

2023 Achievements

― Completion of formal, independently accredited health & safety

training programmes by the senior management team and

other key employees.

― Implementation of a standardised health & safety online

compliance platform across our portfolio, to provide

enhanced management and reporting functionality.

― Recruited a Head of Health and Safety, to ensure our high

health& safety standards are maintained across our portfolio.

― Following an extensive review of our portfolio, all higher-risk

residential buildings as defined by the Building Safety Act

2022 were registered ahead of the October 2023 deadline.

2024 Commitments

― Continue to achieve the highest standards of health, safety,

security and well-being in all our activities, our buildings,

ourprojects and our offices.

― Implementing the opportunities for improvement identified

aspart of the formal review of the health & safety governance

and reporting framework, commissioned in 2023.

― Completing the Building Safety Case Reports required for our

registered higher-risk residential buildings. Submitting such

reports to the Building Safety Regulator on request.

Governance

The Board maintains overall responsibility for our health & safety

strategy and its delivery and leads a health & safety-aware culture,

which is embedded throughout the Company. This ensures that

health, safety and security is at the forefront of all decision-

making across our portfolio and is fully embedded in the

actions we take.

Our Health & Safety Committee, chaired by the General Counsel

and attended by the Chief Executive, oversees our approach

to the health & safety strategy and statutory compliance.

TheHealth & Safety Committee is supported by Health &

Safety Leadership Teams ("HSLTs"), which cover specific business

areas and meet regularly to ensure that our health & safety

commitments are met at operational level. The HSLTs report

to the Health & Safety Committee, which in turn reports to the

Board. Health & safety is reported upon and considered at

each formal Board meeting.

During the year, we formally reviewed our health & safety

governance and reporting framework, which includes the

Occupational Health & Safety Management System (“OH&SMS”),

to ensure that it remained appropriate for the enlarged

portfolio. Following this, an independent third-party review was

commissioned, and findings will be implemented during 2024.

Ensuring our standards are met

We focus on visible health & safety leadership, and use formal

and informal Director and senior management tours and the onsite

presence of our teams, to monitor health & safety across our

destinations. This is supported by regular detailed health &

safety inspections.

We closely monitor health & safety performance across

our portfolio. During 2023, a standardised health & safety

online compliance platform was introduced across all

our destinations, to provide enhanced management and

reportingfunctionality.

We are members of the Considerate Constructors Scheme (“CCS”)

Client Partnership and the Construction Clients Leadership

Group. Our pre-tender documentation for contractors

includes enhanced health, safety and well-being standards and

compliance is monitored by site and project managers.

We work collaboratively with key suppliers to ensure that the

high standards we require are implemented by those working

on our behalf.

Safety and security

The safety of those who visit and enjoy our destinations

is fundamental. We have a flexible security strategy which

enables us to respond quickly to changing demands across

ourportfolio, to ensure that the appropriate security provision

is maintained and scaled up when needed.

Strategic Report

92 Shaftesbury Capital PLC | 2023 Annual Report

The sections of the Annual Report which make up

the Strategic Report are set out on the inside cover.

TheStrategic Report has been approved for issue by

theBoard of Directors on 28 February 2024.

On behalf of the Board

Ian Hawksworth

Chief Executive

Fire Safety Act and Building Safety Act

We are implementing the requirements of the Fire Safety Act

2021 and the Building Safety Act 2022 and continue to monitor

the related programme of secondary legislation as it is issued.

Training

We provide training to our employees to ensure our strong

health & safety culture remains embedded within the Company.

Structured Health & Safety Institution of Occupational Safety

and Health (“IOSH”) Leading Safely and Managing Safely training

programmes were completed by appropriate senior team

members and employees during 2023.

Reporting

In 2023 there were no serious accidents, no cases of

occupational disease and no work-related incidents reportable

to any statutory authorities arising out of our and our

suppliers’ activities at our buildings, our projects and our offices.

In addition, no significant security incidents occurred.

Covent Garden decoration install

93Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance

Strong

governance

oversight

94 Shaftesbury Capital PLC | 2023 Annual Report

95Shaftesbury Capital PLC | 2023 Annual Report

Jonathan is responsible for the leadership of

theBoard, ensuring its effectiveness and setting

its agenda.

Skills, experience and contribution

Jonathan joined the Shaftesbury Capital Board

in March 2023 following the merger between

Shaftesbury and Capco. Prior to the merger,

Jonathan was Chairman of Shaftesbury, having

joined in 2016.

Jonathan has over 26 years’ experience of

public company boards and their operations

andwas previously Non-executive Director

andChair of the Audit Committee of Great

Portland Estates plc, SIG plc and DS Smith plc.

He was also Senior Independent Director of

Great Portland Estates plc and DS Smith plc.

Prior to this, Jonathan was finance director of

Hanson plc and of Old Mutual plc. Jonathan has

over 20 years of experience in the property sector

and is a member of the Institute of Chartered

Accountants in England and Wales and a fellow

of the Association of Corporate Treasurers.

Jonathan’s considerable commercial and

Board experience and his objective judgement

enable him to provide constructive leadership,

challenge and support to the Board and wider

business for the benefit of all stakeholders.

External Appointments:

Chairman of Ibstock plc

Year of first appointment:

2023

Ian leads Shaftesbury Capital, shapes its

strategy and drives its performance.

Skills, experience and contribution

Ian has over 37 years’ experience in global

real estate investment, development, asset

and corporate management, and extensive

experience and knowledge of the London

property market, having previously been Chief

Executive of Capco since its inception in 2010.

Ian leads Shaftesbury Capital, shaping strategy

and driving performance. Ian was previously

Executive Director of Hongkong Land Ltd and

Liberty International PLC. Ian is a Chartered

Surveyor and a member of leading international

industry bodies.

Ian’s ability to shape strategy and drive

expansion and performance alongside his

extensive knowledge of the global real estate

industry is invaluable to the Company. Ian's in-

depth knowledge of the Company and the sector

enables him to provide broad leadership of the

business internally and externally, including

design and implementation of the Company’s

strategy and business plans and their

communication to a wide range of stakeholders.

Ian also ensures that the Company's purpose

and values are embedded across the business

and are reflected in the Company's culture.

External Appointments:

Non-executive Director of Chancerygate Limited

Year of first appointment:

2010

Situl leads Shaftesbury Capital’s finance

functionand works closely with the Chief

Executive on strategy, capital allocation,

investment and key transactions.

Skills, experience and contribution

Situl joined the Company in 2014 and undertook

a number of senior roles across the business

before being appointed Chief Financial Officer

in 2017.

He is an experienced corporate financier, having

previously worked in mergers and acquisitions,

equity capital markets, corporate broking and

real estate investment banking, including 13

years at Deutsche Bank.

Situl’s significant relevant experience of corporate

finance, capital markets, investment, real estate,

stakeholder engagement, and commercial and

financial management are key to his finance role

and the development and implementation of the

Group’s strategy, working with the Chief Executive.

External Appointments:

Non-executive Director of WH Smith PLC (with

effect from 1 March 2024).

Year of first appointment:

2017

Jonathan Nicholls

Chairman

Ian Hawksworth

Chief Executive

Executive Committee member

Situl Jobanputra

Chief Financial Officer

Executive Committee member

Corporate Governance

Board of Directors

96 Shaftesbury Capital PLC | 2023 Annual Report

Ruth joined the Shaftesbury Capital Board in

March 2023 following the merger between

Shaftesbury and Capco. Prior to the merger,

Ruth was independent Non-executive Director

and Chair of the Audit Committee at Shaftesbury,

having joined in 2020. Ruth is an Independent

Non-Executive of EY’s UK Public Interest Board,

Chair of the UK Audit Board, and a member of

the Audit Remuneration Committee. Ruth was

previously Non-executive Director and Chair

of the Audit Committee at Ocado Group plc,

Travis Perkins plc, Coats Group plc and the

Royal Parks. Ruth has over 30 years’ experience

advising UK and global businesses and was with

KPMG for 33 years, where she was a partner

for 20 years and a member of the UK board for

six years. Ruth is a member of the Institute of

Chartered Accountants in England and Wales.

Skills, experience and contribution

Ruth has over 30 years’ experience advising UK

and global businesses. This knowledge, together

with over 10 years’ experience on public company

boards enables Ruth to provide valuable input and

challenge in Board and Committee discussions and

effectively Chair the Company’s Audit Committee.

External Appointments:

Independent Non-Executive of EY’s UK Public

Interest Board, Chair of the UK Audit Board, and

a member of the Audit Remuneration Committee.

Year of first appointment:

2023

Charlotte joined the Capco Board in 2017 as

an independent Non-executive Director and

was Chair of Capco’s Board ESC Committee.

Charlotte spent 14 years at The Zygos Partnership,

an international search and board advisory

firm,including nine years as a partner, where

she led the real estate practice. Prior to

this, Charlotte worked for Goldman Sachs

International and Egon Zehnder International.

Charlotte is a Non-executive Director of Coca-

Cola HBC AG and Thatchers Cider Company

Limited, a Non-executive adviser to Knight

Frank LLP, and a Trustee of Alfanar, the venture

philanthropy organisation. Charlotte is also

Chairof UK for UNHCR.

Skills, experience and contribution

Charlotte’s previous executive roles and her

experience as a Non-executive Director enable

her to provide valuable insight to a wide range

of Board and Committee matters, particularly

those with a focus on people, the environment

and sustainability. Up to the date of this report,

Charlotte chaired Shaftesbury Capital’s ESC

Committee, which monitored the integration of the

ESC strategy and the Net Zero Carbon Pathway.

Charlotte is the Non-executive Director designated

to update the Board on employee views, and

attends the employee engagement forum.

External Appointments:

Chair, UK for UNHCR. Non-executive Director

of Coca-Cola HBC AG and Thatchers Cider

Company Limited. Non-executive adviser to

Knight Frank LLP, and a Trustee of Alfanar.

Year of first appointment:

2017

Richard joined the Shaftesbury Capital Board

in March 2023 as Senior Independent Director

following the merger between Shaftesbury

and Capco. Prior to the merger, Richard was

Senior Independent Director and Chair of

the Sustainability Committee at Shaftesbury,

having joined in 2017. Richard was previously

Non-executive Director, Senior Independent

Director and Chairman of the Remuneration,

Safety, Health and Environmental Committees

of Barratt Developments PLC, Non-executive

Director of Unite Group PLC and a fellow of the

Royal Institution of Chartered Surveyors. Prior

to this, Richard was a senior executive of Land

Securities Group PLC from 1995 and joined the

main board in 2005 as managing director of the

retail portfolio until 2014.

Skills, experience and contribution

Richard’s extensive property roles and experience,

alongside his operational skillset, which includes

remuneration, sustainability, environmental

and health and safety matters, enable him to

provide essential input into Board and Committee

discussions and decisions and effectively Chair the

Company’s Remuneration Committee.

External Appointments:

Chairman of Redrow plc

Year of first appointment:

2023

Ruth Anderson

Independent Non-executive Director

Charlotte Boyle

Independent Non-executive Director

Richard Akers

Senior Independent Non-executive

Director and Independent

Non-executive Director

Key Audit Committee

Board ESC Committee

Nomination Committee Remuneration Committee Committee Chair

97Shaftesbury Capital PLC | 2023 Annual Report

Covent Garden Piazza

98 Shaftesbury Capital PLC | 2023 Annual Report

Overview – Governance

Leadership and purpose

An overview of how the Board monitors purpose and

culture, its key activities throughout the year and its

governance framework

― Chairman’s introduction

― How the Board monitors culture and employee engagement

― The role of the Board and its Committees

― Principal Board activities

― S172(1) statement

― Conflicts of interest

― How we behave

― Relations with shareholders

― Shareholders’ and stakeholders’ views

― Corporate website

― Annual General Meeting

― Independence and effectiveness

See more about our approach to leadership and purpose

on pages 100 to 113

Composition, succession and

evaluation

Sets out our consideration of Board composition,

succession planning and the Board evaluation

― Board diversity

― Board skills

― Board tenure

― Nomination Committee Report

― Director induction and development

― 2023 Board evaluation process

See more on our approach to composition, succession and

evaluation on pages 114 to 118

Division of responsibilities

Describes the roles of the Directors and review of

Director independence

― Roles and responsibilities of the Directors

― Independence and effectiveness

See more on our approach to division of responsibilities

on pages 104 and 112

Oversight of sustainability

Explains the role of the ESC Committee in monitoring

ourprogress against our ESC strategy and net zero

carboncommitment

― ESC Committee Report

See more on our approach to sustainability

on pages 125 and 126

Compliance with the UK

Corporate Governance Code 2018

(the“2018Code”)

The Board considers it has complied in full with the

2018 Code throughout the year ending 31 December

2023. Thegovernance report on pages 94 to 152 sets

out how theCompany has complied with the principles

andprovisions within the 2018 Code.

Audit, risks and internal controls

Explains the role of the Audit Committee in overseeing

the integrity of the financial statements and our risk

management and internal control systems

― Audit Committee Report

See more on our approach to audit, risks and internal controls

on pages 119 to 124

Remuneration

Outlines our remuneration policies which support our

strategy and promote the long-term sustainable success

of the business

― Directors’ remuneration report

― Directors’ Remuneration Policy

― Annual remuneration report

See more on our approach to remuneration on pages 127 to 152

99Shaftesbury Capital PLC | 2023 Annual Report

Dear shareholder

I am delighted to be writing to you as your new Chairman and

pleased to introduce our Corporate Governance report for the

year ended 31 December 2023.

Delivering strong performance

We have had an excellent start as Shaftesbury Capital delivering

strong operational performance, with growth in cash rents and

ERV. Total shareholder return for 2023 was 33 per cent on the

LSE and 52 per cent on the JSE. Cost savings are above our

initial ambitions, and we are pleased to have completed the

early refinancing of near-term debt maturities, highlighting the

attractiveness of our exceptional portfolio and resulting in a

strong balance sheet, with access to significant liquidity.

We are very proud of the energy and enthusiasm shown by the

team, now all based in our Covent Garden office. Our strategy

is to deliver long-term cash income and asset value growth

from our unique portfolio of properties through investment,

curation and responsible stewardship, benefiting all stakeholders

and contributing to the success of the West End. Our newly

formed Executive Committee made up of Ian Hawksworth, Situl

Jobanputra, Michelle McGrath and Andrew Price and reporting

to the Board, is working well, implementing our strategy and

providing strong oversight of our day-to-day operations. With

our ambitious and talented team, the business is well-positioned

to deliver on our medium-term rental growth, property and total

accounting return targets. We have re-committed to meet our

important sustainability objectives as the leading central London

mixed-use REIT. As we move beyond the initial stage of integration,

we continue to target efficiencies and additional opportunities to

reduce our cost ratio over the medium-term.

A key focus for the Board this year has been the embedding

and monitoring of our culture, ensuring a collaborative

environment where people are inspired to give their best

to contribute to the Company’s success. As part of this,

in collaboration with our senior leadership team we have

updated our purpose and values and rolled these out across

the business. These important commitments form the basis

ofhowwe operate and are fundamental to our culture.

Jonathan Nicholls

Chairman

Corporate Governance

Chairman’s introduction

Our purpose, values, good governance, high standards

and the strength of our team, underpin the way in

which our business is managed to promote the long-

term success of the Group.

Board changes and succession planning

As Henry Staunton outlined in his letter last year, on completion

of the merger, Henry and Jonathan Lane stepped down from the

Board, and I would like to thank them both for their valued efforts

over the years and Henry for his experienced Chairmanship.

Michelle McGrath, who also stepped down from the Board on

the merger, is a key member of our Executive Committee and

regularly attends our Board meetings.

To ensure a more efficient and cost effective Board structure,

following the departure of Chris Ward our Chief Operating

Officer in December 2023, which resulted in a reduced

Executive team, Non-executive Directors Anthony Steains,

Jennelle Tilling and Helena Coles stepped down from the

Board with effect from 31 January 2024. Senior Independent

Director Richard Akers became Chair of the Remuneration

Committee from 1 January 2024.

On behalf of the Board, I would like to thank Chris for his

enormous contribution over the years to creating London's leading

central London mixed-use REIT. I would also like to thank Anthony,

Jennelle and Helena for their significant contribution to our

historic Boards, the merger and subsequent successful integration.

Succession planning is an important part of our governance

processes. Looking forward, the Nomination Committee

is continuing to develop and monitor succession plans both

at Board and senior management level.

Board evaluation

This year, as both Capco and Shaftesbury had last undertaken

external reviews in 2020, it was agreed that an external Board

evaluation should be undertaken in November 2023, and I am

pleased to report it was recognised that good progress had

been made by both the Board and its Committees on their

respective activities. Details of the process and findings of the

review can be found on page 118.

Engaging with our shareholders

In addition to our investor relations programme led by

Ian Hawksworth and Situl Jobanputra, which included our

inaugural and well-received Investor Event in November 2023,

in advance of our 2023 AGM, Jennelle Tilling and Charlotte

Boyle offered to meet with shareholders holding in total

Leadership and

purpose

100 Shaftesbury Capital PLC | 2023 Annual Report

Board members and meeting attendance

Number of meetings held: 10

Number of Board

meetings attended

Chairman

Jonathan Nicholls 6/6

Henry Staunton

4/4

Executive Directors

Ian Hawksworth 10/10

Situl Jobanputra 10/10

Chris Ward 6/6

Michelle McGrath

4/4

Non-executive Directors

Richard Akers 6/6

Ruth Anderson 6/6

Charlotte Boyle 10/10

Helena Coles 6/6

Jennelle Tilling 6/6

Anthony Steains 10/10

Jonathan Lane

4/4

1. Four Board meetings were held in 2023 prior to completion of the merger.

2. Henry Staunton and Jonathan Lane retired, and Michelle McGrath

stepped down, from the Board as a result of the merger on 6 March

2023 and could only attend a maximum of four Board meetings.

53 per cent of our register in respect of our remuneration

arrangements. Following a review of our Remuneration Policy led

by Jennelle in the autumn, we provided an update to, and sought

feedback from, shareholders. As part of our seeking of feedback,

I offered to meet shareholders holding in total over 55 per cent

ofour register to discuss our corporate governance arrangements

and the review of our Remuneration Policy, withRichard Akers

attending meetings as appropriate. Feedback from those

communications and meetings was then shared with the Board.

The Board will consider the new reporting requirements of the

UK Corporate Governance Code published in January 2024,

during the coming year.

A team effort

On behalf of the Board, I would like to thank the whole team

for all their hard work both in the months up to the merger,

and subsequently in embracing change, adapting and being

innovative to support the successful integration of our two

businesses. The result of which has created a strong platform

from which we can further develop our relationships with, and

deliver long-term returns to, our wide range of stakeholders.

Jonathan Nicholls

Chairman

28 February 2024

Chinatown

101Shaftesbury Capital PLC | 2023 Annual Report

The Board establishes the Group’s:

and ensures that they are aligned with the Company’s culture

Shaftesbury Capital promotes high standards and a high performance, professional,

entrepreneurial and inclusive culture, reflective of our business strategy and values.

Read more on pages 14 and 15.

The Board

The Board is collectively responsible for the long-term success

of the Company, and for its leadership, purpose, strategy,

culture, values, standards, control and management. Day-to-

day management of the Group is delegated to the Executive

Directors, subject to formal delegated authority limits; however,

certain matters have been reserved for Board approval.

These matters are reviewed annually and include Board

and Committee composition, strategy, corporate reporting,

significant funding decisions and corporate transactions, ESC

strategy, Net Zero Carbon Pathway, Modern Slavery Statement,

delegated authority limits and our dividend and tax policies.

Board composition

As at 31 December 2023, the Board comprised the Chairman,

two Executive Directors and six Non-executive Directors.

Biographies of each of the Directors on the Board at the date

ofthis report and their membership of the Board Committees

can be found on pages 96 and 97, and additional information

on Directors’ skills and experience is included on page 114.

The Board in 2023

The Board met formally throughout the year. Main meetings

were timed around the financial calendar, with an annual

strategy day in October, and additional meetings convened,

orcommunications sent as appropriate. Attendance at Board

and Committee meetings held during 2023 is shown on page

101 and in the Committee reports. Board papers are circulated

in advance of meetings, to ensure that Directors have sufficient

time to consider their content prior to the meeting. If matters

require approval at short notice, written approval is sought

from the Directors.

The Chairman and Non-executive Directors regularly spend

time at the Company’s head office, and maintain regular

contact with both the Chief Executive and members of senior

management. The Chairman meets with the Non-executive

Directors without the Executive Directors being present.

As matters that require the Board’s decision are often complex

and evolve over a period of time, informal update meetings

are held between Board meetings to allow Board members

adequate time to explore, understand and challenge matters

under consideration, and the Chief Executive provides regular

updates to Directors between meetings.

During 2023, the Board received regular updates on

performance, property portfolio, operations, finance, ESC,

people and integration from the Executive Directors and senior

management from each business area, and reports from the

General Counsel, Company Secretarial team and Committee

Chairs. The table on page 106 shows the key areas considered

by the Board during the year.

Corporate Governance | Leadership and purpose

102 Shaftesbury Capital PLC | 2023 Annual Report

Our purpose and values form the basis of our culture, and together are

fundamental to the way we operate. Our people are central to our culture

andcritical in delivering our strategy. The Board and senior management team

recognise that culture comes from the top.

How the Board monitors culture

and employee engagement

Key ways in which we have sought to embed our values

or how the Directors have monitored our culture this year

have included:

― Our Chief Executive, CFO and former COO, and members

ofthe Executive Committee, supported by our Head of HR,

ledCompany-wide meetings which were attended by the

Chairman as appropriate to provide business updates to

employees, including strategy, our updated purpose and values,

employee remuneration structures, employee development

programmes and integration progress. These meetings provided

the opportunity for employees to ask questions.

― Our Chief Executive held a series of informal breakfast

sessions with employees providing an informal forum for the

relaying of the Group’s priorities and allowing team members

to ask questions.

― The Non-executive Directors were taken on tours of the

portfolio by the asset management and leasing teams.

― Charlotte Boyle attended the inaugural Employee

Engagement Forum made up a wide range of employees

interms of role, seniority and experience. Matters discussed

included the Company’s purpose, culture and values,

priorities and targets, integration and the new office,

teamcommunication and ways of working.

― During the year the Chairman held 20 one-to-one sessions

with senior employees and provided feedback from the

meetings to the Non-executive Directors.

Discussing the 2023 Audit Plan.

― Members of the senior leadership team join the Executive

Committee meeting monthly. Any significant informal feedback

is reported to the Board by the Executive Committee.

― The Remuneration Committee reviewed the Group’s employee

remuneration framework and proposed changes following

the merger ensuring alignment of both Executive Director and

employee remuneration with the Group’s values.

― Senior managers across the Group joined the Directors

at the October Board strategy dinner.

― Core governance policies are reviewed annually by the

Board and employees are required to complete a variety of

e-learning modules on a regular basis. Completion levels are

reported to the Board.

― Feedback from the internal and external auditors on their

interactions with operational and finance teams is provided

directly to the Audit Committee.

― Our whistleblowing policy, applicable to all employees,

encourages openness in reporting concerns with contacts

including the Audit Committee Chair. Any reports would be

investigated and reported to the Board. No reports were

made during the year.

103Shaftesbury Capital PLC | 2023 Annual Report

The Board

Led by Jonathan Nicholls

10 meetings

– Sets Group strategy

– Oversees the alignment of the Group’s purpose, culture and

values, strategy and risk

– Considers the balance of interests between stakeholders

for the long-term success of the Group

– Oversees the Group’s governance

Board activities: page 106

Division of responsibilities of Directors: page 112

Directors’ biographies: : pages 96 and 97

Executive Committee

Led by Ian Hawksworth

Meets twice a month

– Works closely with the Chief Executive and Chief Financial Officer

on implementation of business plan

– Monitors operational performance

– Reviews financial performance

– Reviews and prioritises resourcing

– Considers matters referred from below Board Committees

Audit Committee

Ruth Anderson

– 4 meetings

– Oversees the Group’s

valuation and financial

reporting processes

– Reviews the adequacy and

effectiveness of internal

financial controls and risk

management systems,

including the need for

internal audit

– Reviews the independence

and effectiveness of the

internal and external

auditors

Audit Committee Report:

pages 119 to 124

Nomination Committee

Jonathan Nicholls

– 3 meetings

– Reviews the structure, size

and composition of the

Board

– Oversees succession

planning and development

of a diverse pipeline of

talent

– Recommends appointments

to the Board

Nomination Committee Report:

pages 115 to 118

ESC Committee

Charlotte Boyle

– 4 meetings

– Oversees the

implementation of the

Company’s ESC Strategy

– Recommends changes in

ESC Strategy to the Board

ESC Committee Report: pages

125 and 126

Our future approach to ESC

oversight is explained on

page125.

Remuneration Committee

Jennelle Tilling

– 8 meetings

– Determines the

remuneration policy

for Executive Directors,

Chairman and senior

employees

– Ensures the link between

culture, performance and

remuneration

– Monitors employee

remuneration and related

policies

Remuneration Committee

Report: pages 127 to 152

Executive Risk Committee

Led by Ian Hawksworth

– Meets at least 4 times a year

– Reviews andmonitors the Group’s

principaland emerging risks

– Oversees the effectiveness of the

Group’s risk management systems

Risk management: pages 59 and 61

Principal Risks: pages 61 to 65

Climate risk and opportunities: pages

66and 74

Health & Safety Committee

Led by Alison Fisher

– Meets at least 4 times a year

– Oversight of occupational health, safety

andwell-being

– Monitors the Group’s policy and

performance against best practice for

health and safety

Health and Safety: page 92

Disclosure Committee

Led by Situl Jobanputra

– Meets once a month

– Monitors the status of potential

inside information in the business

– Ensures disclosure requirements

aremetand that appropriate

records aremaintained

Integration Committee

Led by Chris Ward

– Meets twice a month

– Oversight of integration projects and resourcing

– Reviews and prioritises projects

– Monitors synergies

ESC Management Committee

Led by Chris Ward

– Meets at least 4 times a year

– Recommends the ESC Strategy to the Executive Committee

– Monitors performance against Net Zero Carbon Pathway

– Approves the annual action plan

Sustainability: pages 78 to 91

The role of the Board and its

Committees during the year

Corporate Governance

1. Richard Akers became Remuneration Committee Chair from 1 January 2024.

2. Following the successful completion of the integration, this Committee has been incorporated into various operating groups.

3. Andrew Price became ESC Management Committee Chair from 1 January 2024.

104 Shaftesbury Capital PLC | 2023 Annual Report

Chinatown parasols

105Shaftesbury Capital PLC | 2023 Annual Report

Principal Board activities in 2023

Corporate Governance

The Board met formally ten times during the year with seven

scheduled Board meetings and three additional meetings.

Anumber of other matters were approved by written resolution

of the Board. At every scheduled Board meeting, the Board

receives updates from the Executive Committee, General Counsel,

the Group Company Secretary and Company Secretary on the

operating environment, portfolio activities (including stakeholder

engagement), financial performance and prospects, health and

safety, employees, legal matters and governance. TheExecutive

Committee members attend each meeting and employees from

across the business may be invited to join meetings topresent

topical updates.

The principal focus of the additional Board meetings held this

year was the merger. The table below provides examples of

matters considered during the year.

Strategy

– Regular consideration of the macro-environment.

– Adopted initial strategic priorities following completion

of the merger.

– Approved the strategy statement, business model, and plan,

including key financial measures following the annual

Board Strategy Day.

– Received updates on the level of synergies achieved.

Finance, tax and corporate reporting

– Approved the half-year and year-end results including

consideration of the going concern and viability statements.

– Approved 2022 Annual Report.

– Approved the AGM and the November 2023 Investor Event

Trading Updates.

– Approved the interim annual budget and 2024 budget and

reviewed the 2024-2028 financial projections.

– Approved two new finance facilities totalling £550m to refinance

the £576m loan facility, and interest rate hedging arrangements.

– Approved the updated tax strategy.

– Approved the pre-completion second interim dividend of 1.7p

(per Capco share) in March 2023 and the 2023 interim dividend

of 1.5p in August 2023.

Stakeholder engagement

– Reviewed the inaugural Investor Event presentation.

– Discussed the engagement with shareholders on the Company’s

Remuneration Policy by the Remuneration Committee Chair in

advance of the AGM and by the Chairman of the Board after the

year-end.

– Received regular updates on investor relations activity and

matters raised by shareholders.

– Considered the impact of business decisions on a wide range

ofstakeholders.

– Received feedback on meetings with various stakeholders.

Governance

– Approved revised/new corporate policies, delegations of

authority and Committee terms of reference.

– Received updates from the Chairs of the Audit, ESC,

Remuneration and Nomination Committees.

– Approved the AGM resolutions.

– Approved the 2023 Modern Slavery Statement.

– Approved the external appointments of all Directors.

Sustainability

– Received updates from the Chair of the ESC Committee on

the progress made on the Net Zero Carbon pathway and

sustainability integration.

– Approved Shaftesbury Capital’s updated new Net Zero

Carbonpathway.

Risk management and internal control

– Approved the Group Risk Management Policy and Framework

and the Board’s risk appetite in respect of each principal risk.

– Considered the principal and emerging risks following review

by the Executive Risk and Audit Committees and the risk

disclosures for the half-year and full-year results.

– Discussed updates on IT system integration, consolidation of

financial systems and cyber security.

Operations

– Received updates on investment market, valuations, occupier

trading conditions, rent collection levels, leasing activities,

marketing strategy and vacancy levels.

– Approved estate business plans.

– Approved strategic capital recycling of five per cent of portfolio

value through disposal of identified assets.

– Received updates on acquisitions and disposals which did not

require Board approval.

Merger and integration

– Prior to completion of the merger, the Capco Board considered

matters relating to its completion.

– Following completion of the merger, the Shaftesbury Capital

Board received regular updates on progress on integration

matters including operations, HR, IT, sustainability and financing.

– Received regular updates on the integration of the teams and

systems.

People and culture

– Approved new purpose, values and culture statements

recommended by the Executive Committee.

– Established Employee Feedback Forum attended by Charlotte

Boyle and received initial feedback from the Forum.

– Received updates from the Head of HR and Chair of the

Nomination Committee on the new employee development

programme.

– Received updates from the Chair of the Remuneration

Committee on Board and employee remuneration, including a

new employee remuneration framework.

– Received updates on the integration process including relocation

of the teams to one office, resourcing and people synergies.

106 Shaftesbury Capital PLC | 2023 Annual Report

Monmouth Street

107Shaftesbury Capital PLC | 2023 Annual Report

Engagement with stakeholders

The Board principally engages directly with our employees

and shareholders but is also kept apprised of the engagement

with other stakeholders through a combination of reports from

the Executive Directors, members of the Executive Committee,

senior managers, and advisers to understand the views of the

Group’s stakeholders on day-to-day operations. On pages 40 to

45, we outline the ways we have engaged with key stakeholders

and the outcomes of that engagement.

Methods used by the Board

The main methods used by the Board to perform its duties include:

― oversight of the Group’s purpose, strategy, and values,

and their alignment with our culture;

― consideration of the Group’s risk appetite, principal risks,

and mitigation;

― oversight of employee well-being and resourcing;

The Board confirms that during the year under review, it has acted in the way that

it considered, in good faith, would be most likely to promote the long-term success

of the Company for the benefit of its members as a whole, and in doing so has had

regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.

― dedicated section within Board approval papers sets

out the likely impact of the proposed recommendation

on relevant stakeholders;

― review of engagement undertaken by Executive Committee

members and the wider team across the business; and

― external assurance received from the auditors

and reports from brokers and advisors.

Whilst it is not always possible to meet the preferences of all

stakeholders, the Board aims to ensure that all relevant factors

are considered before a decision is taken. Some examples

of how the Board considered stakeholder interests and the

matters set out in S172(1) of the Companies Act 2006 during

2023 are set out in the tables below and on the adjacent page.

Other examples of how the Board has considered stakeholder

interests and s172(1) matters are included in how the Board

monitors culture and employee engagement on page 103.

Our S172(1) Statement

Key matter Board considerations Outcomes

Integration

Employees

Shareholders

Suppliers

Customers

In its oversight of the various integration projects,

the Board balanced many factors, including

consideration of employee feedback and well-

being, costs, customer and portfolio management

service levels, supplier relationships, cyber

security and investor feedback.

During the months following the completion

of the merger, a number of significant

integration workstreams were delivered,

including relocating the two teams into one

building, restructuring the combined team,

alignment of remuneration frameworks and

integrating the IT systems, to ensure that the

two businesses came together as one, and to

deliver synergies.

Purpose, culture and values

Employees

Customers

Visitors

Suppliers

Partners

The Board agreed that Shaftesbury Capital’s

purpose and values should be updated

following completion of the merger and

that employees should ensure that these

underpinned the Company’s culture and the

way that the Group operates.

The Executive Committee and members of

senior management collaborated to develop

the Company’s new purpose and value

statements, which were approved by the

Board and rolled out across the business.

Strength of balance sheet

Shareholders

Employees

Finance providers

Partners

Suppliers

Maintaining a strong capital structure is a key

part of the Company’s strategy and early

refinancing of the loan facility was a priority

forthe year.

The financial stability of the Company is

important to a wide range of the Company’s

stakeholders and the views of investors and

the negotiation of the terms available from,

and relationships with, different finance

providers were given particular consideration

inrefinancing the £576m loan facility.

During the year the Board approved new

finance arrangements totalling £550m to

refinance the £576m loan facility put in

placeat the time of the merger.

Corporate Governance

108 Shaftesbury Capital PLC | 2023 Annual Report

Key matter Board considerations Outcomes

Net Zero Carbon commitment

Visitors

Employees

Shareholders

Suppliers

Customers

Local Communities

Partners

Recognising that the important risk posed by

climate change requires urgent action, the

Board renewed the Company’s commitment

tobecoming Net Zero Carbon by 2030.

In considering this commitment, the Board

noted the costs that would be associated with

becoming Net Zero Carbon, but recognised the

extensive benefits that would be delivered for

awide range of stakeholders over time.

A new Net Zero Carbon pathway was

approved and published.

The Board is cognisant that achieving these

commitments will require collaboration with

various stakeholder groups over a number

of years, and will receive regular updates

on progress and stakeholder views.

(Read more on pages 82 and 125.)

S172(1) factor Relevant disclosure Annual Report

page numbers

a. The likely consequences

of any decision in the

long-term

Competitive strengths

Chief Executive’s statement

Our purpose-led strategy and business model

Portfolio and operating review

Measuring performance

Stakeholder engagement

Sustainability Report

Chairman’s introduction

Principal Board activities in 2023

14 and 15

18 to 39

16 and 17

40 to 45

78 to 91

100

106

b. The interests of the

Company’s employees

Stakeholder engagement

People and culture

Diversity, equality and inclusion

Non-financial and sustainability information statement

Chairman’s introduction

How the Board monitors culture and employee engagement

Consideration of employee remuneration and related policies below

the Board

40 to 45

46 and 47

47 and 117

100

103

127 to 129

c. The need to foster the

Company’s business

relationships with

suppliers, customers

and others

Sustainability focus areas

Modern slavery and human rights

Industry collaboration

Stakeholder engagement

Chairman’s introduction

Principal Board activities in 2023

How we behave

40 to 45

100

106

110

d. The impact of the

Company’s operations

onthe community and

theenvironment

Stakeholder engagement

Sustainability Report

Supporting our local community

Chairman’s introduction

ESC Committee Report

Directors’ Remuneration Report

40 to 45

78 to 91

89 to 91

100

125

127 to 129

e. The desirability

of theCompany

maintainingareputation

for high standards of

business conduct

Our purpose-led strategy and business model

Stakeholder engagement

Effective risk management

Chairman’s introduction

Conflicts of interest

How we behave

Division of responsibilities

Independence and effectiveness

14 and 15

40 to 45

100

110

112

113

f. The need to act fairly

asbetween members

oftheCompany

Relations with shareholders

Shareholders’ and stakeholders’ views

110

111

109Shaftesbury Capital PLC | 2023 Annual Report

Conflicts of interest

The Company’s Articles of Association allow the Board to

authorise any actual or potential conflicts of interest that may

arise from Directors’ external relationships or commitments.

Any potential conflicts of interest are declared at the start

of each Board meeting and a Director who has a conflict of

interest is not counted in the quorum or entitled to vote when

the Board considers the matter in which the Director has an

interest. On an annual basis, actual and potential conflicts are

formally reviewed in respect of both the nature of Directors’

external roles and their time commitment.

The external interests of new Directors are considered as part

of the recruitment process, and, if appropriate, authorised by the

Board on appointment. Any additional external appointments,

which are subject to Board approval, are also considered by

the Board in relation to the nature of the appointment and

time commitment. This process was followed in approving

Ruth Anderson and Helena Coles’ new external appointments.

TheBoard considers these procedures to be working effectively.

How we behave

We aspire to the highest standards of business conduct based

on honesty, respect, integrity and transparency in everything

we do. With a relatively small team, our Board and Executive

Committee have a high degree of oversight over the Group’s

activities, policies and procedures.

While we do not have a separate human rights policy, our

expectations on human rights are set out across a number of

our policies and procedures, and we expect suppliers, as a

minimum, to adhere to all applicable human rights, employment

and health and safety legislation and comply with standards

and codes specific to their business.

We have formal compliance policies in place in relation to anti-

money laundering, anti-bribery and corruption, data protection,

gifts and hospitality, share dealing, whistleblowing and conflicts

of interest. All new employees receive training on these policies

as part of their induction process, and e-learning annual

refresher training is a requirement for all employees. A formal

compliance statement relating to these policies is also required

to be signed by employees on joining and annually thereafter.

In February 2024, we published our latest Modern Slavery Act

statement, which can be found on our website (https://www.

shaftesburycapital.com), which sets out the actions undertaken

during the year to prevent modern slavery and human

trafficking in our business and supply chain.

Our culture is open, honest and transparent, and our employees

are encouraged to speak up if they witness or suspect any

wrongdoing, or behaviour which does not align with our high

standards. Our formal whistleblowing policy, under which

employees and suppliers can report any concerns either

through our General Counsel, Company Secretary, Chair of

the Audit Committee or through an independent hotline and

online portal. Following receipt of a whistleblowing report,

we have procedures to follow to ensure that an appropriate

investigation is undertaken. This policy is reviewed by the

AuditCommittee and the Board annually.

Relations with shareholders

The Board considers the views of our shareholders and contact

with potential investors to be an important aspect of corporate

governance. An extensive investor relations programme is run

by the Chief Executive and Chief Financial Officer, involving

members of the Executive Committee and the Director of

Commercial Finance and Investor Relations meeting with

investors and analysts throughout the year, including results

presentations, webcasts, road shows, one-to-one meetings,

industry conference and investor tours. In November 2023,

we also held our inaugural Investor Event where medium-term

targets were set out.

All Directors were present at the 2023 AGM where shareholders

were able to participate in person or virtually, to ask questions

and vote.

As part of our regular investor relations programme,

meetings were held with UK and overseas existing and potential

institutional investors as well as equity market analysts. The Chief

Executive, Chief Financial Officer and senior management have

undertaken tours of our portfolio, which provide existing and

potential investors the opportunity to see our destinations,

understand our management strategy and to meet our senior

leadership team.

Corporate Governance

Board and Committee meetings, key corporate events and investor engagement

during 2023

January February To 6 March 2023 From 6 March 2023 April May

Board and

Committee

Meetings

– Board

meeting

– Board Meetings

– Audit Committee

– ESC Committee

– Nomination Committee

– Remuneration Committees

– Remuneration

Committee

– Board

meeting

– Remuneration

Committee

– Board Meeting

– Audit Committee

– ESC Committee

– 2023 Remuneration

Policy engagement

Key

corporate

events and

investor

engagement

– Trading

Update

– Year-end results

– Year-end

results analyst

presentation

– 2022 Annual Report

– Scheme sanctioned

by Court

– Second

Supplementary

Prospectus

– Completion of

theMerger

– Name changed

to Shaftesbury

CapitalPLC

– Post-completion

results roadshow

– Second 2022 Interim

cash dividend of

1.7p per share paid

– Investor

roadshow

– Redemption

of Chinatown

and Carnaby

Bonds

110 Shaftesbury Capital PLC | 2023 Annual Report

During 2023, the Chairman and Non-executive Directors

engaged with shareholders on matters including the Company’s

remuneration and governance.

2023 Investor Relations calendar

March 2023 – Results for the year ended 31

December 2022

– Completion of the merger

– Analyst presentation

– Post-completion investor roadshow

May 2023 – 2023 Remuneration Policy

engagement

June 2023 – Trading Update

– Annual General Meeting

August 2023 – Interim Results

– Analyst presentation and investor

roadshow

November 2023 – Investor Event

– Trading Update

December 2023 – Board changes

– 2023 Remuneration Policy

engagement

Shareholders’ and stakeholders’ views

The Directors receive regular updates on the Company’s

majorshareholders’ and stakeholders’ views during the

year, which included feedback from a market and investor

perceptions study conducted by external advisers and Board

approval papers include a dedicated section on stakeholders.

More about the Company’s consideration of and engagement

with its stakeholders on pages 40 to 45 and in the Company’s

s172(1) statement on pages 108 and 109.

The Non-executive Directors are invited to attend the

Company’sresults presentations. Retail shareholders may

raisequestions through the Company Secretary’s office

eitherby telephone (+44 (0)20 3214 9150) or by email

(feedback@shaftesburycapital.com).

Our Non-executive Director Charlotte Boyle ensures the views

of our employees are considered by the Board, and this year

we created the Employee Engagement Forum attended by

Charlotte Boyle for employee views to be shared.

The Directors also receive regular updates from the Executive

Directors, members of the Executive Committee and Head of

HR on employee matters. This year, particular updates were

provided on employee views on the integration processes,

harmonisation of employee remuneration arrangements and

the proposed employee development framework.

Corporate website

Our corporate website (https://www.shaftesburycapital.com)

allows visitors to access Company information, annual reports,

results presentations, webcasts and our whistleblowing hotline.

The site also includes links to our destination websites and contact

details for shareholder queries.

Annual General Meeting

The 2024 Annual General Meeting of the Company will be

heldon 23 May 2024. The Notice of Meeting will be issued

toshareholders at least 20 working days before the meeting,

andwill also be made available on the Company’s website.

Weencourage shareholders to submit any questions they

maywish to have answered by sending an email to

feedback@shaftesburycapital.com or by calling

+44 (0)20 3214 9150 andaresponse will be provided.

Shareholders are advised to vote in advance of the

meeting,prior to the proxy deadline.

Separate resolutions will be proposed on each issue and,

in accordance with the 2018 Code, each Director will offer

themselves for election or re-election. We publish the results

of the votes on all resolutions on our website following the

meeting. Shareholders are requested to check the Company’s

website for the latest details concerning the 2024 AGM.

June July August September October November December

– Board meeting

– Nomination

Committee

– Remuneration

Committee

– Audit Committee

– ESC Committee

– Remuneration

Committee

– Board Meeting – Remuneration

Committee

– Board

Strategy

Day

– Board Meeting

– Audit Committee

– ESC Committee

– Nomination

Committee

– Remuneration

Committee

– 2023 Remuneration

Policy engagement

– Trading Update

– Annual General

Meeting

– Interim results

– New long-term

loan facility of

£200m

– 2023 Interim cash

dividend 1.5p per

share paid

– Trading Update

– Investor Event

– Combined Net Zero

Carbon Pathway

– New medium-term

loan facility of £350m

– COO steps down

– Three Non-executive

Directors to step down

from 31 January 2024

111Shaftesbury Capital PLC | 2023 Annual Report

The Board currently comprises the Non-executive Chairman,

two Executive Directors and three Independent Non-executive

Directors. There is clear division between Executive and

Non-executive responsibilities which ensures accountability

andoversight. The Board has overall responsibility of

governance throughout the Company and is supported by the

Group Company Secretary, the Company Secretary and the

General Counsel. The Chair and other Non-executive Directors

meet regularly without the Executive Directors, and at least

once a year, the Non-executive Directors meet without the Chair.

The Board delegates some of its responsibilities to the Audit,

Nomination, Remuneration and ESC Board Committees.

The work of these Committees can be found in their reports

on pages 119, 115, 127 and 125 respectively. Each of these

Committees has its own terms of reference, which are available

on our website. Each Committee assesses its effectiveness

annually as part of the evaluation process set out on page 118.

The Board also delegates operational matters to the Executive

Committee, except for certain matters reserved for the Board.

These matters are set out in the Board Schedule of Matters,

which can be accessed on our website.

The roles of Chairman, Chief Executive and Senior Independent

Director are separately held, well defined, set out in writing

and regularly reviewed by the Board. They are available

on our website.

Division of responsibilities

Roles of Board members and Executive Committee

The following table sets out the key responsibilities of Board members:

Position Name Responsibilities

Chairman Jonathan Nicholls Leading of the Board in the consideration, challenge, support and oversight of the

Company’s strategy and its implementation and monitoring the Group’s risk profile.

Oversight of succession planning.

Ensuring an effective link between shareholders, other stakeholders, the Board

andmanagement.

Chief Executive Ian Hawksworth Development and implementation of the Company’s strategy and commercial objectives.

Oversight of the financial and operational performance of the Group and

communication with the Board, employees and other stakeholders.

Oversight of the Group’s skills, diversity, management development and succession.

Chief Financial

Officer

Situl Jobanputra Works closely with the Chief Executive in developing and implementing Group strategy

and overseeing capital allocation, investment and key transactions.

Providing financial leadership and development of the Company’s business and

financial strategy, and management of the Company’s capital structure.

Responsible for financial reporting, financial planning and analysis, investor relations,

treasury, tax and IT functions.

Non-executive

Directors

Richard Akers

Ruth Anderson

Charlotte Boyle

Constructive challenge of the Executive Directors and monitoring the delivery of the

agreed corporate strategy within the risk and control framework set by the Board.

Executive

Committee

Ian Hawksworth

Situl Jobanputra

Michelle McGrath

Andrew Price

Works closely with the Chief Executive and Chief Financial Officer on implementation

of business plan.

Monitors operational performance.

Reviews financial performance.

Reviews and prioritises resourcing.

Considers matters referred from below Board Committees.

All Directors have access to the advice and services of:

Position Name Responsibilities

Group Company

Secretary

Company Secretary

Desna Martin

Ruth Pavey

Advise the Board on corporate governance matters and ensure a good flow of

information within the Board and its Committees, and between senior management

andthe Non-executive Directors.

General Counsel Alison Fisher Provides legal advice and guidance to the Board.

Reports to the Board on corporate services activities.

Corporate Governance

112 Shaftesbury Capital PLC | 2023 Annual Report

Independence and effectiveness

In accordance with the 2018 Code, all Directors are subject

to annual re-election, and at least half the Board, excluding

the Chairman, are independent Non-executive Directors.

TheChairman was independent on appointment.

The Board believes that it, and its Committees, have the

appropriate combination of skills, experience and knowledge to

enable them to carry out their duties effectively. The Nomination

Committee keeps the tenure of all Directors, the effectiveness of

individual Directors and Board diversity under review. The Board

considers all our Non-executive Directors to be independent

and free from any business or other relationship which could

materially interfere with the exercise of their judgement.

Our Non-executive Directors remain independent from executive

management, and they meet regularly with the Chairman to allow

them the opportunity to discuss their viewsprivately.

The Board recognises the importance of each Director being

able to dedicate sufficient time to effectively discharge their

duties and responsibilities. The commitment expected is

considered by the Board on each Director appointment.

Where Directors undertake additional external appointments,

these are approved by the Board subject to it being satisfied

that the Director has sufficient time to carry out their

responsibilities. During the year ended 31 December 2023,

additional Board roles for which Board approval was sought

and received included the appointment of Helena Coles to

HgCapital Trust plc and Ruth Anderson as an independent non-

executive of EY’s Public Interest Board, Chair of the UK Audit

Board and a member of the Audit Remuneration Committee.

The key responsibilities of Board members are set out in the table

onpage 112.

Newburgh Street

113Shaftesbury Capital PLC | 2023 Annual Report

Gender Age

Board Independence Ethnic Group

Board composition as at 31 December 2023

Composition, succession and evaluation

Board skills and tenure as at 28 February 2024

Board Skills

Leadership

Real estate and

property

Hospitality, leisure

and retail ESC

Corporate

finance

Accounting/

finance

Fund

management/

financial markets

Ian Hawksworth       

Situl Jobanputra     

Jonathan Nicholls     

Richard Akers    

Ruth Anderson      

Charlotte Boyle      

Board tenure

Year joined 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

2024

YTD

Length of time (to

28 February 2024)

Chairman                

Jonathan

Nicholls

2023

(Shaftesbury

PLC 2016)

1 year

(Shaftesbury PLC –

6years 6 months)

Non-executive Directors

Richard

Akers

2023

(Shaftesbury

PLC 2017)

1 year

(Shaftesbury PLC –

5years 3 months)

Ruth

Anderson

2023

(Shaftesbury

PLC 2020)

1 year

(Shaftesbury PLC –

2 years 2 months)

Charlotte

Boyle

2017

6 years 5 months

Executive Directors

Ian

Hawksworth

2010 14 years 1 month

Situl

Jobanputra

2017

7 years 2 months

Corporate Governance

Female (4)

Male (5)

44% 56%

Asian / Asian-British (2)

White British or other white

(including minority-white groups (7)

22% 78%

45-49 (1)

50-52 (2) 55-59 (3) 60-64 (1) 65+ (2)

11% 22% 34% 11% 22%

Chair (1)

Executive Directors (2) Non-Executive Directors (6)

22% 67%11%

114 Shaftesbury Capital PLC | 2023 Annual Report

Monmouth Street

Dear shareholder

On behalf of the Nomination Committee, I am pleased to

present our 2023 report.

Overview

During the year, we have focused on two main areas: Evolution

of the Board and consideration of the below Board succession

process and development of our team following completion

of the merged team integration process.

Evolution of the Board

As a result of the merger, the Board comprised three

Executive and seven Non-executive Directors. Following

delivery of a number of post-merger integration activities, in

conjunction with Chris Ward’s departure as Chief Operating

Officer in December 2023, it was concluded that, in respect of

the optimal size and efficiency of the Board, a smaller Board

would be more effective and more reflective of the Company’s

cost management ambitions. As a result of this conclusion,

Non-executive Directors Helena Coles, Anthony Steains and

JennelleTilling agreed to step down from the Board with effect

from 31 January 2024 and Richard Akers became Chair of the

Remuneration Committee with effect from 1 January 2024.

As a result of the recent Board changes, as at the date of

this report, 33 per cent of our Board directors are women.

Cognisant of the Listing Rules targets for the Board to comprise

at least 40 per cent women and for at least one of the roles

of Chair, Senior Independent Director, Chief Executive and

Jonathan Nicholls

Chairman

Nomination Committee Report

Following the excellent progress on the integration

of our teams since the merger, a key focus has been

the evolution of the Board and future below Board

succession planning

Composition,

succession and

evaluation

Chief Financial Officer be a held by a woman, the Committee

will include these targets in its consideration of succession

planning and the diversity, experience and skills required for

the Board. The Committee has appointed executive search

firm Russell Reynolds to assist the Committee when required.

Russell Reynolds has no connection with the Company or any

individual Director, other than to assist with the Non-executive

Director search process.

Below Board development,

talent pipeline and resourcing

As part of our oversight of the continued development of

a diverse pipeline of talent for succession below the Board,

ourHead of HR reported to the whole Board on our learning

and development framework and the planned talent

development programmes across the business. In light of

the merger of the two businesses, the Committee was also

briefedon senior management succession planning.

In line with the latest Parker Review recommendations for

FTSE350 companies, the Committee has set a target for

10per cent of the Executive Committee and their senior

manager direct reports to identify with an ethnic minority

category by 2027 and will keep this target under review.

Jonathan Nicholls

Chair of the Nomination Committee

28 February 2024

115Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Composition, succession and evaluation

Nomination Committee members and attendance

Number of meetings attended (3 held

)

Jonathan Nicholls (Chair) 2/2 Helena Coles 2/2

Richard Akers 2/2 Anthony Steains 3/3

Ruth Anderson 2/2 Ian Hawksworth

1/1

Charlotte Boyle 3/3 Jonathan Lane

1/1

Jennelle Tilling 2/2 Henry Staunton

1/1

1. One Nomination Committee meeting was held in 2023 prior to completion of the merger.

2. As part of the merger it was agreed that post-merger the Nomination Committee should be comprised of only Non-executive Directors and as a result Ian

Hawksworth could only attend a maximum of one meeting.

3. Jonathan Lane and Henry Staunton retired from the Board as a result of the merger on 6 March 2023 and could only attend a maximum of one meeting.

Key responsibilities

― Monitor and review structure, size and composition (including skills, knowledge, experience and diversity) of the Board

andits Committees

― Ensure that there are appropriate plans in place for the orderly and effective succession of the Board and senior leadership team

― Oversee the development of a diverse pipeline for succession

― Keep Directors’ skills, experience and independence under consideration

― Lead the process for Board appointments

― Review the time commitment expected from Directors

― Oversight of the Board evaluation process

How the Committee operates

The Nomination Committee comprises the independent Non-executive Directors. Prior to the merger, the Committee

comprised Henry Staunton, who acted as Chair of the Committee, Ian Hawksworth, Charlotte Boyle, Jonathan Lane and

Anthony Steains. On completion of the merger, Jonathan Nicholls was appointed as Chair to the Committee, Richard Akers,

Ruth Anderson, Helena Coles and Jennelle Tilling were appointed to the Committee, Jonathan Lane and Henry Staunton

retired from the Board and Committee and Ian Hawksworth stepped down from the Committee. Helena Coles, Anthony Steains

and Jennelle Tilling stepped down from the Board and Committee on 31 January 2024.

Independent executive search firms are engaged to assist us in our Executive and Non-executive succession planning and

appointment processes as appropriate.

In making recommendations to the Board on Non-executive appointments, the Nomination Committee specifically considers

the expected time commitment of the proposed Non-executive Director and other commitments they already have. Agreement

of the Board is also required before a Director may accept any additional commitments to ensure possible conflicts of interest

are identified and that Directors will continue to have sufficient time to devote to the Company’s affairs.

All Directors are subject to annual re-election, in accordance with the 2018 UK Corporate Governance Code, with the Committee

considering the skills, knowledge and level of performance of all directors to recommend to the Board their re-election.

The Committee reviews its effectiveness annually.

Diversity and inclusion

The Board recognises that diversity of experience and

perspective can bring benefits across the business.

Shaftesbury Capital’s Board Diversity and Inclusion Policy

aligns with the Committee’s aim of ensuring that the Board has

the right mix of skills and experience to deliver Shaftesbury

Capital’s strategy and reflects the Board’s view of the benefits

of diversity which promotes diversity in the broadest sense, not

just gender or ethnicity but also experience and skills.

At 31 December 2023, 44 per cent of our Board were women,

and we had two Directors from an ethnic background.

Whilstour Audit and ESC Committees are chaired by women,

our senior Board positions are held by men. The Board

considers that quotas are not appropriate in determining

its composition and has, therefore, chosen not to set formal

targets but keeps diversity under consideration in all aspects

ofBoard composition, including the Board Committees and

senior board positions, and is conscious of the Listing Rule

targets in making all Board appointments.

116 Shaftesbury Capital PLC | 2023 Annual Report

Sex or gender identity of Board and Executive Committee as at 31 December 2023

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in Executive

Management

(ExCo)

Percentage

of Executive

Management

(ExCo)

Men 5 56% 4 3 75%

Women 4 44% 0 1 25%

Other categories 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

Ethnic background of Board and Executive Committee as at 31 December 2023

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in Executive

Management

(ExCo)

Percentage

of Executive

Management

(ExCo)

White British or other White

(including minority-white groups)

7 78% 3 3 75%

Mixed/Multiple Ethnic Groups 0 0% 0 0 0%

Asian/Asian British 2 22% 1 1 25%

Black/African/Caribbean/Black

British

0 0% 0 0 0%

Other ethnic group, including Arab 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

1. Data self-reported against the categories set out in LR 9 Annex 2.

In conducting searches, the Nomination Committee works

with executive search consultants that are required to provide

a diverse selection of candidates for Board appointments

taking into account our diversity policy and the Listing Rules

targets, with selection based upon merit, objective criteria

andalignment with our values.

Below Board level, we are proud that we have a strong

representation from female employees across the business.

52 per cent of our team are female and 64 per cent of our senior

management is female. Whilst all appointments are made on

merit and based on objective criteria, we recognise that diversity

includes, but is not limited to gender, and we can do more to

promote wider diversity. Following the merger and integration

of the team, this is an area we will address in the coming year.

Initiatives we support to promote diversity, including within the

real estate sector, include:

― being a member of Real Estate Balance, and its NextGen

Committee, whose objective is to achieve a better gender

balance at board and executive management level, in the

real estate industry, by supporting the development of a

female talent pipeline across the sector; and

― being a corporate sponsor of Freehold, and a member of

AbilityRE, the BPF Diversity & Inclusion Champions network

and the Business Disability Forum.

Looking ahead, the Nomination Committee will continue to

develop and monitor succession plans both at the Board and

senior management level and keep under review both the

diversity of, and development programmes for, our talented team.

Direct reports into

Executive Committee

All employees

Gender Diversity as at 31 December 2023

48%

52%

Male (11)

Female (12)

36%

64%

Male (37)

Female (66)

50%

Male (1)

Female (1)

Executive Committee (excluding

the Executive Directors)

117Shaftesbury Capital PLC | 2023 Annual Report

Director induction

and development

In addition to tours of the portfolio, subsequent to the

merger, an induction session was held for each of the

Board’s Committees to familiarise the Directors with

how the two respective companies’ Committees had

previously operated and the proposed calendar of

activities planned for the remainder of the year.

The Chairman and the Committees together ensure

that Directors keep their skills and knowledge up to

date, to allow them to fulfil their roles on the Board

and Board Committees. The General Counsel and

Company Secretarial team regularly update the

Boardon legal and corporate governance matters,

andinformation on training opportunities and seminars

is circulated to Directors. Directors also receive

periodic briefings from external advisers, for example

in November 2023, the Audit Committee received

a specific update from PwC on ESG developments

and corporate reporting. Directors may also take

independent advice at the Company’s expense

wherethey feel this appropriate.

Our Board evaluation process

In accordance with the recommendations of the 2018

Code, we undertake a review of the effectiveness of

the Board’s performance and that of its Committees

and Directors every year, with an external evaluation

held at least every three years. As both Capco and

Shaftesbury had last undertaken external reviews in

2020, it was agreed that an external evaluation of the

Board, its Committees and individual directors should

be undertaken in November 2023 by Elaine Sullivan

and Lorna Parker of Manchester Square Partners

LLP (“MSP”), and reported to the Board in February

2024. Elaine Sullivan, Lorna Parker and MSPdo not

have any other connection with Shaftesbury Capital

or the individual Directors. The evaluation also

considered the effectiveness of individual Directors,

with feedback given to Directors by the Chair of the

Board and feedback given to the Chairman by Richard

Akers as Senior Independent Director, at the end

of the process. In accordance with our three-year

cycle, the performance evaluation for the year ending

31 December 2024 will be internally facilitated by

RichardAkers, our Senior Independent Director.

2023 Board evaluation

The Chairman and Group Company Secretary considered

the approach to be taken and recommended that an

external evaluation be undertaken by MSP based upon

their proposed method and approach, experience, skills,

references and any potential conflict of interest

The Nomination Committee approved the proposed timing

and overall approach

The evaluation process was tailored to Shaftesbury

Capital following discussions with the Chairman

The Company Secretarial team provided MSP with

background information/Board and Committee papers to

facilitate the review

The individual interviews with the Directors, General

Counsel, Group Company Secretary and Company

Secretary were conducted during October/November and

typically lasted for 90 minutes

MSP attended the November Board and Audit, ESC,

Nomination and Remuneration Committee meetings

The Report was shared with the Board at the February

2024 Board meeting with MSP attending

Richard Akers as Senior Independent Director met with the

Board to discuss the Chairman’s performance at the end

of the February 2024 Board meeting

Feedback from the 2023 Board evaluation

Board and Committee papers were of a high standard.

All Board members were well prepared and engaged at

Board meetings and, recognising the timing of the merger

and integration, good progress had been made in the

Board and Committee activities.

Agreed actions following the February 2024 Board

meeting included:

― Consideration of the skills required for the Board in

connection with succession planning

― Continued focus on succession and talent development

― Increased reporting on non-financial metrics

― Non-executive Directors to meet at the end of

scheduled Board meetings

Corporate Governance | Composition, succession and evaluation

118 Shaftesbury Capital PLC | 2023 Annual Report

Dear shareholder

On behalf of the Audit Committee, I am pleased to present our

2023 report.

The Group’s significant accounting matters and key areas

of assumptions and estimates together with how the Audit

Committee addressed them are outlined on page 121.

Following the completion of the Company’s merger with

Shaftesbury PLC, a key focus for the Committee during the

year was oversight of the completion accounting required in

respect of the transaction which was discussed in advance of

the half year results with the Group’s auditors. The merger also

brought together two finance teams and the Committee received

regular updates from the Joint Group Financial Controllers as

unified accounting systems and internal controls were put in

place. The Committee also gave consideration to the Group’s

going concern assessment and viability statement, noting the

refinancing during the year.

The valuations provided by the external valuers are a key

determinant of the Group’s EPTRA NTA, and reviewing

the valuation process, as well as considering the valuers’

independence continues to be one of the Committee’s key

responsibilities. This year the Committee ensured that we had a

good understanding of the approach taken by the valuers across

the combined portfolio. Following our review, we are satisfied that

the valuation process was robust, the valuers’ key assumptions

were appropriate and that all the external valuers remain

independent and objective.

The Committee now has oversight of the Group’s ESC reporting

and, prior to its recommendation to the Board, reviewed the

combined Group’s Task Force on Climate-related Financial

Disclosures (“TCFD”) disclosures. More information on this can

be found on page 66.

Ruth Anderson

Chair of the Audit Committee

28 February 2024

Ruth Anderson

Chair

Audit Committee report

The Committee’s role is to oversee the Group’s

financial reporting, systems of risk management

and internal controls and the internal and external

audit relationships.

Audit, risk and

internal controls

119Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Audit, risk and internal controls

Audit Committee members and attendance

Number of meetings attended (4 held

)

Ruth Anderson (Chair) 3/3 Jennelle Tilling 3/3

Richard Akers 3/3 Jonathan Lane

1/1

Charlotte Boyle 4/4 Anthony Steains 4/4

Helena Coles 3/3

1. One Audit Committee meeting was held in 2023 prior to completion of the merger.

2. Jonathan Lane retired from the Board as a result of the merger on 6 March 2023 and could only attend a maximum of one meeting.

Key responsibilities

― Monitor the integrity of the Group’s financial reporting and consider significant judgements, assumptions and estimates

made by management

― Advise the Board on various statements made in the Annual Report, including those on viability, going concern, risks and

controls and whether, when read as a whole, the Annual Report and Accounts is fair, balanced and understandable and

provides the information necessary for shareholders to assess the Company’s performance, business model and strategy

― Review the work of the external auditors, internal auditor and valuers

― Responsible for the relationship with the external auditors and consideration of their reappointment, their reports to the

Committee, performance, objectivity and independence, including the level of provision of non-audit services, and fees

― Responsible for the relationship with the internal auditor and consideration of their reappointment, their reports to the

Committee, performance, objectivity and independence

― Review of the Company’s systems of risk management and internal control, including financial, operational and

compliancecontrols

― Review of the Company’s whistleblowing policy and procedures

― Review of the reporting of the Group’s financial year-end Greenhouse Gas and environmental data disclosures and

theTCFD disclosures

― Oversight of cyber security processes

How the Committee operates

The Audit Committee comprises the Independent Non-executive Directors. Prior to the merger, the Committee comprised

Anthony Steains, who acted as Chair of the Committee, Charlotte Boyle and Jonathan Lane. On completion of the merger,

RuthAnderson was appointed as Chair to the Committee, Richard Akers, Helena Coles and Jennelle Tilling were appointed

to the Committee and Jonathan Lane retired from the Board and the Committee. Helena Coles, Anthony Steains and

JennelleTilling stepped down from the Board and Committee on 31 January 2024.

The biographies of the Committee members, set out on page 97, demonstrate the diversity of experience of the Committee

members. Ruth Anderson, as a chartered accountant with many years of senior financial experience, satisfies the requirement

to have appropriate, recent and relevant financial experience.

During the year, at the Audit Committee Chair’s request, all or parts of meetings were attended by the Chief Financial Officer,

members of the finance team, the external auditors, the internal auditor, the valuers and external advisers. The Chairman,

Chief Executive, and other members of the senior management team were also invited to attend all or parts of meetings,

asappropriate.

The Committee Chair meets regularly with the external valuers of the wholly-owned portfolio, and the external auditors and

internal auditor without management present, to discuss any matters which they may wish to raise. Audit Committee members

are also invited to attend these meetings.

Throughout the year, the Audit Committee Chair met with the Chief Financial Officer and members of the senior management

team, as appropriate, to obtain a good understanding of key issues affecting the Group, which helped in her oversight of the

agenda and discussion at meetings.

The Committee reviews its effectiveness annually.

120 Shaftesbury Capital PLC | 2023 Annual Report

Significant accounting matters and key areas of assumptions

andestimate

The following were discussed at the Audit Committee this year.

Subject Issue How the Audit Committee addressed the issue

Accounting for the

mergerwith Shaftesbury

PLC and integration of

finance systems

The accounting for the merger

with Shaftesbury PLC required

management to assess the

contractual arrangements

arising from the transaction and

consider the requirements of

IFRS 3 Business Combinations to

assess the acquisition accounting.

Theaccounting required significant

judgements and estimates to be

made, including: decision on the

acquiring entity; assessing the

date of completion; identifying any

intangible assets acquired which

are not recorded in the Shaftesbury

PLC financial statements; fair value

assessment of the identifiable

net assets acquired; and the

presentation of the resulting gain

onbargain purchase.

Management provided detailed papers on accounting for

the merger in advance of each Committee meeting so that

at the meetings the Committee was able to discuss in detail

and raise questions on the accounting treatments adopted.

These included the technical elements to be taken into

account in arriving at the judgement on the acquiring entity;

also the existence, and presentation, of the gain on bargain

purchase. With additional information from the external

auditors on their work on accounting for the merger,

theCommittee was satisfied that the significant judgements

and estimates were appropriate.

Subsequent to the merger,

a number of key integration

workstreams were undertaken

including: alignment of accounting

policies; consolidation to one

general ledger and accounts

payable systems; integration of

IT systems; and aligning internal

controls across the Group.

Following the merger, the Committee had oversight of the

integration work streams relating to financial reporting,

financial controls and integration planning, with management

providing updates on issues and timing to the Committee

ateach meeting. The Committee was also able to raise

more detailed questions with the Company’s IT specialists

on systems integration. The Committee engaged internal

audit to undertake a review of integration governance,

which will report to the Committee in 2024.

Valuation of the Group

and its joint venture and

associate property portfolio.

Further information on

the approach taken by

the valuers in valuing the

portfolio and a sensitivity

analysis on equivalent yields

and ERV is set out in note 14

to the financial statements.

Portfolio and operating

review: pages 19 to 39.

The valuation of the property

portfolio is a key determinant of

the Group’s EPRA NTA, as well

as indirectly impacting executive

and employee remuneration.

The valuation is conducted by

independent valuers. However,

valuations are inherently subjective

and require significant estimates to

be made including, but not limited

to, market yields, ERVs and void

periods. At 31 December 2023,

the valuation of the wholly-owned

property portfolio was £4.8 billion.

The Group’s share of the property

portfolio held in the joint venture

and associate was £224.0 million.

The Audit Committee Chair met the valuers, without

management present, to review the 30 June and 31 December

valuations. In addition Cushman & Wakefield and CBRE,

valuers of the wholly-owed portfolio, provided detailed

papers to the Committee in advance of attending the July

and February Committee meetings, when the Committee

was able to discuss their papers and raise questions.

The Committee considered the underlying assumptions

used in the valuations and questioned the valuers on

how the changing macroeconomic and interest rate

environment had impacted the valuations. The Committee

also considered analysis and commentary by management

and an assessment by the external auditors. As a result of

these reviews, the Committee concluded that the valuers

are objective and independent, that the valuations had

been carried out appropriately, and that the disclosures

in respect of valuations were suitable for inclusion in the

Group’s financial statements.

121Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Audit, risk and internal controls

Financial Reporting

2023 Annual Report

The Executive Directors have confirmed that they were not

aware of any material misstatements in the Interim results and

Annual Report. The external auditors confirmed that they had

found no material misstatements in the course of their work.

After reviewing reports from management and, following

discussions with the external auditors and valuers, the

Committee is satisfied that:

― the processes used for determining the values of

assets andliabilities have been appropriately reviewed,

challengedand were sufficiently robust;

― the financial statements appropriately addressed the

significant assumptions and key estimates, both in respect

ofthe amounts reported and the disclosures;

― the Group has adopted appropriate accounting policies; and

― both the external auditors, internal auditor and valuers

remain independent and objective in their work.

Viability and going concern

The Committee considered the going concern statement in the

Interim results and Annual Report, and the viability statement

inthe Annual Report.

See page 75 for more information.

Fair, balanced and understandable

The Board as a whole is responsible for determining whether

the 2023 Annual Report is fair, balanced and understandable,

and provides the information necessary for shareholders to

assess the Group’s performance, business model and strategy.

The Committee discussed a report from the Chief Financial

Officer and Joint Group Financial Controllers covering the

Annual Report.

The Committee considered whether the Annual Report,

takenas whole:

― included a clear explanation of the merger with Shaftesbury;

― explained how the macroeconomic conditions had impacted

the Group’s operations and financial statements;

― had been open and honest about the challenges,

opportunities and successes throughout the year;

― provided clear explanations of our KPIs and how they link

toour strategy and remuneration;

― explained our business model, strategy and accounting

policies simply, clearly and precisely;

― incorporated clear sign posting to additional information

where necessary;

― had a consistent tone throughout the Annual Report; and

― was in line with what had been reported and considered

bythe Board throughout the year.

The Committee considered whether the Annual Report:

― was a fair, balanced and understandable assessment of

theGroup’s position and prospects;

― provided the necessary information for shareholders to

assess the Group’s performance, business model and

strategy; and

― had been written in straightforward language, without

unnecessary repetition. The Committee advised the Board

that it was satisfied that the Annual Report and Accounts

was fair, balanced and understandable and provides the

information necessary for shareholders to assess the

Group’s performance, business model and strategy.

Internal Controls and risk

management

Risk, control and assurance

The Executive Risk Committee, chaired by the Chief Executive,

evaluates the Group’s strategic and emerging risks, associated

controls and mitigating arrangements, reporting to the Board

throughout the year. The Audit Committee receives regular

updates on the Executive Risk Committee’s conclusions.

As part of its review of the control environment, the Audit

Committee considers reports from management, the work

undertaken by external advisers and feedback from the

internal and external auditors. Key control observations,

exceptions and management actions are reviewed and

discussed. TheCommittee reports to the Board on its review of

the Group’s systems of risk management and internal controls.

Findings from the internal audit reviews and reports from the

Chief Financial Officer and Joint Group Financial Controllers

were presented to the Committee, and, on the basis of the

results of these reports, the Committee considered the key

controls to be working effectively.

The Board will consider the new reporting requirements of the

UK Corporate Governance Code published in January 2024,

during the coming year.

See pages 59 to 61 for more information on the Company’s risk

management and internal controls.

Internal audit

BDO LLP (“BDO”) had been appointed to act as the Company’s

internal auditor prior to the merger. Shaftesbury PLC did not

have an internal audit function but appointed third parties

to provide further assurance to supplement reviews of risk

management and internal control arrangements undertaken

by management, and their reports were made available to

the external auditor. An internal audit plan for 2023 prepared

by BDO had been approved prior to the merger, and the

Committee approved a revised plan following completion of

the merger. Reviews undertaken in the year included payroll,

Lillie Square health and safety, asset management, property

management, risk management, residential leasing, data

protection and integration governance.

122 Shaftesbury Capital PLC | 2023 Annual Report

The Committee reviews the work and effectiveness of the

internal auditor, the internal audit plan, any matters identified

as a result of internal audits and whether recommendations

areaddressed by management in a timely and appropriate way.

The Committee is satisfied that the internal auditor continues to

be independent and its services remain effective.

The internal audit partner has direct access to the Audit

Committee Chair should he wish to raise any concerns outside

formal Committee meetings.

TCFD

At the year end, the Committee reviewed the TCFD disclosures

setting out the Group’s transitional and physical risks and

opportunities relating to climate change. In particular, the

Committee reviewed the short, medium, and long-term nature

related to the risks and opportunities and considered that the

approach adopted by the Group in assessing these risks and

opportunities is appropriate and reasonable.

The TCFD report can be found on pages 66 to 74.

Cyber security

During the year, the Committee received updates in relation

to progress on the post-merger integration of IT systems,

andactions being undertaken to enhance cyber security,

including employee training and awareness.

Whistleblowing

The Committee reviews the Group’s whistleblowing policy

and procedures annually and reports on its findings to the

Board. The Group’s whistleblowing procedures include an

independent, confidential hotline through which employees

or third parties can anonymously raise a matter of concern.

Alternatively, employees or third parties can contact the

General Counsel, the Company Secretary or the Audit

Committee Chair. During the year, no whistleblowing instances

were reported.

Oversight of audit quality

External auditors

The Company has complied with the provisions of the Statutory

Audit Services for Large Companies Market Investigation

(Mandatory Use of Competitive Tender Processes and Audit

Committee Responsibilities) Order 2014.

The Committee has primary responsibility for overseeing the

relationship with the external auditors, which includes being

satisfied that they remain effective and independent. Under this

responsibility, the Committee reviews the performance of the

auditors and their independence annually.

PwC were first appointed as the Company’s external auditors

in2010, and, following a competitive audit tender process,

were reappointed as external auditors in January 2020.

Theaudit partner has been Andrew Paynter since January

2020. At the 2023 AGM, shareholders re-appointed PwC as

the external auditors for the year ended 31 December 2023

and authorised the Audit Committee to determine the external

auditors’ remuneration.

Under current regulations, the Company is required to retender

the audit by no later than the 2030 financial year.

Following the 2022 year-end audit, the Committee assessed

the performance of the external auditors, their qualifications,

expertise, resources, independence, and the effectiveness

of the audit process including timely communication of audit

matters. This assessment was undertaken through discussions

with the Chief Financial Officer and Joint Group Financial

Controllers and consideration of the feedback provided on the

service provided by PwC during the audit. It was noted that a

new director and manager had joined the audit team and that

there had been early engagement on all key audit areas. PwC

separately also confirmed their independence and confirmed

tothe Committee that:

― they have internal procedures in place to identify any

aspects of non-audit work which could compromise

theirrole as auditors and to ensure the objectivity of

theaudit report;

― the total fees paid by the Group during the year do not

represent a material part of their firm’s fee income; and

― they consider that they have maintained audit independence

throughout the year.

In assessing PwC’s continued audit independence, the

Committee considered the level of non-audit fees. Factors

taken into account included:

― the nature of the work undertaken by PwC and consideration

of the relevant independence threats and safeguards in

place;

― all of the non-audit services provided in the year were

permissible under the UK Ethical Standard;

― all non-audit work provided by PwC to Shaftesbury prior

tothe merger ceased on completion of the merger; and

― PwC did not perform any other non-audit services for the

year ended 31 December 2022 and 31 December 2023

apart from the half year review and usual assurance work

noted under Audit fees below.

The Committee considered the depth of discussions held

with the external auditors and how it had challenged the

Group on its approach to significant assumptions and

estimates. TheCommittee was satisfied that PwC had

sufficiently challenged the Group throughout the year and

that its relationship with PwC was one of openness and

professionalism. The external Audit Plan, including updates

on the risk assessment and areas of focus as appropriate is

revisited by the Committee at each of the meetings and the

Audit Committee Chair meets with the external audit partner

in advance of all Audit Committee meetings. Management

provides constructive feedback to the audit team during the

course of the year and the external audit partner also reports

to each Audit Committee without management present.

123Shaftesbury Capital PLC | 2023 Annual Report

The Committee concluded that:

― it was satisfied with PwC’s performance throughout

the year,the effectiveness of the external audit and the

interaction and communication between the auditors and

theCommittee members;

― it was satisfied with the auditors’ qualifications, expertise

andresource; and

― it remained confident that PwC’s objectivity and

independence were not impaired by the provision of

non-audit services.

The Committee also considered the Financial Reporting

Council2022/23 Audit Quality Inspection results for PwC

issued in July 2023.

Audit fees

Fees payable to the external auditors for audit and non-audit

services are set out in note 6 to the financial statements on

page 181.

The Committee’s policy is that non-audit assignments

are notawarded to the external audit firm if there is a

risk that auditindependence and objectivity could be

compromised. Under our non-audit work policy, in line with

the requirementsof the FRC Ethical Standard, other than in

exceptional circumstances, non audit fees should not exceed

70 per cent of the audit fees over a rolling three-year period.

The award of any non-audit assignment to the auditors in

excess of the lower of £50,000 or 15 per cent of the estimated

annual level of the auditors’ fees at that time is subject to prior

approval of the Committee. Our Board Executive Directors have

authority to approve non-audit assignments to the auditors

below this threshold.

Non-audit fees were 11 per cent of audit fees in the year ended

31 December 2023 (2022: 12 per cent) and were 27 per cent

(2022: 21 per cent) of the average audit fee for the preceding

three years. The external audit fee for the audits of the Lillie

Square and Longmartin joint ventures is £88,000 (2022: £57,000).

The Group’s 50 per cent share of this was £44,000 (2022: £29,000).

Independence and reappointment

The Committee remains satisfied with the effectiveness

of the external audit and its interaction with PwC. It also

remains confident that PwC’s objectivity and independence

are not impaired by the provision of non-audit services.

Thereappointment of the external auditors is reassessed annually.

Corporate Governance | Audit, risk and internal controls

124 Shaftesbury Capital PLC | 2023 Annual Report

Dear shareholder

On behalf of the ESC Committee, I am pleased to present our

2023 Report. The Committee was responsible for overseeing

the Company’s ESC activity on behalf of the Board, to ensure

delivery of the Company’s ESC activities. This included

monitoring progress against our net zero carbon target and

maintaining oversight of significant climate change related issues.

The Committee had oversight of the Group’s ESC strategy and

its implementation, and the Audit Committee has oversight of

ESC reporting. This report sets out our activities during the year.

Approval of updated ESC strategy and

Net Zero Carbon pathway

Following completion of the merger with Shaftesbury,

the Committee approved an updated ESC strategy for the

combined business under which the Company will use a

low-carbon retrofit approach to future proofing our buildings

whilst preserving their heritage. Prior to the merger each

business had made a commitment to become net zero

carbon by 2030, and we are pleased to have reconfirmed this

commitment, publishing an updated combined net zero carbon

pathway in November 2023. The Committee received regular

updates from management on the integration activities that

were required to be completed in order for a combined

pathway to be produced. Further information on our ESC

strategy and net zero commitment can be found in the

Sustainability Report on page 78 to 91.

ESC oversight

The Committee received regular updates on progress against

the updated ESC strategy, including EPC ratings, and a pilot

project using CRREM analysis to understand better how to

optimise the carbon performance of our buildings.

Charlotte Boyle

Chair

ESC Committee report

The Committee oversaw ESC activity on

behalf of the Board and monitored progress

against our sustainability strategy and Net

Zero Carbon commitment.

Oversight of

sustainability

The Committee also received updates on the Company’s

community and charitable initiatives and matters that

had been considered by the ESC Management Committee.

Climate risk and opportunities

The Committee discussed the sustainability and climate

risks and mitigating actions considered by the Executive Risk

Committee. The Committee also reviewed the estimated cost

quantification to meet MEES targets. Our climate risk reporting

is on page 64 and our TCFD reporting is on pages 66 to 74.

Future oversight of ESC matters

Following the publication of our updated combined net zero

pathway and responsibility for our sustainability processes

being integrated into our real estate investment management

team, at our February 2024 Board meeting, it was agreed

that, from the date of this report, ongoing oversight of ESC

matters should be a matter for consideration by the whole

Board. This includes consideration of climate-related risks

andopportunities and implementation of the Group’s

sustainability strategy and net zero pathway. Our Chief

Executive will have overall responsibility, and day-to-day

oversight will be undertaken by members of the Executive

Committee and the senior management team, with regular

reporting to the Board. Our sustainability team will continue

to be responsible for recommending the strategic direction,

focusing the business on key areas and our measuring and

reporting processes.

Charlotte Boyle

Chair of the ESC Committee

28 February 2024

125Shaftesbury Capital PLC | 2023 Annual Report

ESC Committee members and attendance

Number of meetings attended (4 held

)

Charlotte Boyle (Chair) 4/4 Ian Hawksworth 4/4

Richard Akers 3/3 Henry Staunton 1/1

Helena Coles 3/3 Jonathan Lane 0/1

Anthony Steains 4/4

1. One ESC Board Committee meeting was held in 2023 prior to completion of the merger.

2. Henry Staunton retired from the Board as a result of the merger on 6 March 2023 and could only attend a maximum of one meeting.

3. Jonathan Lane retired from theBoard as a result of the merger on 6 March 2023. Due to an unexpected and unavoidable commitment, Jonathan was unable

toattend the meeting held prior to the merger.

Key responsibilities

― Overseeing the implementation of the Group’s sustainability strategy

― Consideration of climate related risks and opportunities identified by the business and the process by which they are identified

― Community engagement and the Group’s Community Investment Fund

― Reviewing associated policies and performance related to our net zero carbon commitments, environmental management,

energy usage, climate change issues and local community support

― Monitoring the impact of relevant sustainability, climate related legislation or regulatory requirements

― Reviewing the related statements in the Annual Report

How the Committee operates

The ESC Committee comprises two independent Non-executive Directors and the Chief Executive. The Committee currently

comprises Charlotte Boyle who acts as Chair of the Committee, Richard Akers, and Ian Hawksworth.

During the year, at the request of Charlotte Boyle, all or parts of meetings are attended by our Heads of Sustainability,

asappropriate. The Chair of the Audit Committee may also be invited to attend meetings, when appropriate.

The Committee reviews its effectiveness annually.

Corporate Governance | Oversight of sustainability

126 Shaftesbury Capital PLC | 2023 Annual Report

Dear shareholder

I am pleased to present our 2023 Directors’ remuneration report.

The merger of Capco and Shaftesbury completed on 6 March

2023. In anticipation of the merger, the Capco Remuneration

Committee gave careful consideration to the impact of the

merger on remuneration at Capco. Details of the treatment of

the outstanding awards were set out in last year’s remuneration

report and summarised in the prospectus for the merger

transaction, withboth the report and the transaction approved

byshareholders. These are reported again on page 144.

The2021 and 2022 Performance Share Plan (“PSP”) awards vested

prior to completion of the merger and details of their respective

vesting outcomes were provided in last year’s remuneration

report. Thevalue of this previously reported merger-related

remuneration, which makes up over 50 per cent of this year’s

single figure values, vested after the publication of the 2022 annual

report and is, therefore, included in this year’s reporting.

A new Directors’ Remuneration Policy was put to shareholders

for approval at the Company’s AGM in June 2023. Prior to

the merger the Capco Remuneration Committee determined

that it was appropriate to make only minimal changes to the

2020 Capco Policy to enable the Remuneration Committee

representing the combined businesses (the “Committee”)

to conduct a full review following completion of the merger.

Following completion of the merger, Jennelle Tilling, the Chair

of the former Shaftesbury Remuneration Committee and Chair

of the Shaftesbury Capital Remuneration Committee until

31 December 2023, led this review and we are grateful for the

views received from shareholders which have helped shape our

proposals. Details of our approach to remuneration in 2024 is

set out below. In addition, I also set out the matters normally

considered each year, including pay outcomes for 2023 under

the annual bonus plan and our approach to wider employee pay.

Review of remuneration across

the Company

The Remuneration Committee’s comprehensive review of senior

executive pay arrangements alongside an exercise to harmonise

pay across the two legacy businesses, incorporated the views

of each of the Executive and Non-executive Board members

and those elicited from shareholders shortly after themerger.

Richard Akers

Chair

Directors’ remuneration report

“The Committee undertook a comprehensive review

of remuneration post-merger to ensure the Policy

and its application are aligned with operational

performance and strategic progress, stakeholders’

interests and the Company’s culture”

Directors’ Remuneration Policy

The Remuneration Committee concluded that the current 2023

Policy remains appropriate and aligned with the Company’s

strategy and stakeholders for the remaining two years

of the three-year Policy period. In arriving at this conclusion,

the Committee considered the following matters.

Structure of executives’ remuneration

packages – retaining performance shares

Both legacy businesses operated the same incentive structure

comprising fixed pay, an annual bonus (with part deferred) and

annual grants of performance shares. As part of the review,

the Committee considered in depth the optimal structure –

in particular the choice between performance shares and

restricted shares – in the context of a challenging and uncertain

macroeconomic backdrop and the Board’s desire to further

enhance a high-performance, professional, inclusive and

entrepreneurial culture.

The Committee concluded that, on balance, retaining the

current pay structure for the remaining two years of the Policy

period is its preferred route. Retaining a performance-related

long-term incentive scheme aligns with our ambitions to target

efficiencies and further opportunities as we move beyond

the initial stage of post-merger integration. The Committee,

however, will continue to monitor internal and external views

on the choice of long-term incentive vehicle and will revisit this

as part of the review ahead of a Policy vote in 2026.

All permanent employees below Board level will continue to

participate in the annual bonus scheme and have the potential

to receive awards under the PSP, ensuring alignment across all

our employees.

Governance commitments – change

of control and malus and clawback

provisions

Whilst shareholders will not be asked to approve a new Policy

at the 2024 AGM, the Committee feels it is appropriate to

make additional commitments to address issues raised by

our shareholders which ensures market alignment on change

of control provisions under the PSP and robust malus and

clawback provisions to align with good practice.

Remuneration

127Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Remuneration

― Change of control: a minority of shareholders raised

the discretion available to the Committee to override

performance assessment on vesting for a change of control

as an area of concern. In light of this, the Committee pledges

that in the event of a change of control during the remainder

of the Policy period, any unvested PSP awards would be

performance tested at the date of the change of control.

Thiswill be included in the next Policy for approval in 2026.

For completeness and, as previously disclosed, on the merger

unvested Capco long-term incentive awards were tested for

performance prior to determining their vesting outcomes.

― Malus and clawback: the Committee reviewed the recovery

and withholding provisions attached to Shaftesbury Capital’s

incentive schemes and will introduce the following changes

from 2024:

― Malus and clawback will apply to the cash portion of the

annual bonus (previously malus provisions applied solely

to the deferred bonus).

― The trigger events will be updated to include gross

misconduct of the participant; events which have brought

any member of the Group into material disrepute; material

misstatement in the accounts of the Company; calculations

based on errors or misleading information; and the Company

becoming insolvent or otherwise suffering a corporate

failure so that shares cease to have material value.

The changes will bring our provisions in line with prevailing

market and good practice. The changes will apply to 2024

incentives and will be implemented through amendments

to the PSP rules, grant documentation and bonus letters.

The Committee expects that clawback would be enforced

initially by the application of malus to unvested awards,

andsubsequent clawback of vested awards as appropriate.

Implementation of Policy in 2024

― Salaries: For 2024, Executive Directors’ salaries will increase

by 3 per cent which is lower than the wider workforce

underlying increase of 4.3 per cent. The Committee is aware

of current sensitivities concerning salary increases and is

comfortable that this increase is warranted in light of the

increased scope of their roles, the significant achievements

in harmonising the two businesses post-merger, and in the

context of it being lower than the increase provided to the

wider workforce.

― Incentives: Executive Directors’ incentive opportunities for 2024

will remain unchanged. The annual bonus opportunity will be

150 per cent of salary and it is intended that conditional PSP

awards will be granted at 300 per cent of salary, in line with

thecurrent Policy.

The Committee has chosen metrics and weightings which

support the medium-term growth objectives of the business

and provide an appropriate balance between input and output

metrics, financial and sustainability goals, and absolute and

relative measurement. The measures support the specific

priorities set out at the November 2023 Investor Event.

Asaconsequence of combining two businesses, further work

is required in 2024 to re-validate our science-based targets for

sustainability and determine an appropriate baseline. Once

completed, the Committee will consider if and how a carbon

metric might feature in future long-term incentive grants.

Employees

The Committee is provided with updates on remuneration

decisions taken for the wider employee population. During the

year, this included a briefing on the below Executive Committee

remuneration strategy and structure implemented with effect

from 1 July 2023. The Committee takes its decisions with the

wider employee population in mind and is aware of the impact

of decisions taken on the Company as a whole.

The remuneration structure for Shaftesbury Capital’s

employees broadly aligns with that of the Executive Directors,

with employees being eligible for a discretionary bonus and

PSP awards, as well as salary, pension and employee benefits.

In addition to Executive Director reports to the Board, during

the year the Chairman met with 20 employees to discuss the

Incentive scheme performance measures

2024 Annual bonus 2024 PSP

EPRA Net tangible assets (NTA) per share (25%)

― A key measure driving the long-term potential of our assets.

Earnings per share (EPS) (30%)

― Rewards value growth in net rental income as well as managing costs.

Upweighted from 25% in 2023 to reflect the importance of delivering

incomegrowth, cost savings and operating efficiencies.

Relative Total Property Return (TPR) (20%)

― Rewards the additional value created by management over and above any

changes in value from tracking the property market as a whole, as measured

by thewidely-used MSCI Total Return All Property Index.

Non-financial (Corporate and sustainability) (25%)

― Bespoke, tailored strategic objectives for each Director andthe delivery of

common sustainability goals.

The Committee retains discretion under the annual bonus toamend the

payoutto ensure it appropriately reflects underlying performance.

Relative Total Shareholder Return (TSR)

(50%)

― Measured relative to real estate sector

peers and reflects the total returns delivered

to shareholders.

Total Accounting Return (TAR) (50%)

― Rewards growth in EPRA NTA and dividends

paid to shareholders to the extent returns

exceed real estate sectorpeers.

The Committee retains the ability under the

Policy to exercise downward discretion under

the PSP when determining the proportion of

anaward that vests.

128 Shaftesbury Capital PLC | 2023 Annual Report

integration of the businesses and updated the Non-executive

Directors on feedback received. Our employee engagement

forum, attended by Charlotte Boyle, also provides feedback to

the Board. On its launch to the business, employees received

a presentation on the new remuneration structure, including

its alignment with the Executive Directors. Key elements of

employee remuneration for 2024 include:

― Salary increases which took place with effect from

1 January 2024 are c. 4.3 per cent on average

― Promotional salary increases will be on top of these

inflationary increases and have regard to market levels for

the new roles

― All permanent employees participate in the annual bonus

scheme and will receive annual bonuses in respect of 2023

performance based on the financial targets (in line with those

for the Executive Directors) and non-financial objectives.

― Reflecting our inclusive culture and our desire to align all

employees with long-term goals, all permanent employees

received PSP awards in 2023 based on the same measures

as the Executive Directors

― All permanent employees will be eligible to receive annual

bonuses and PSP awards in 2024

― The employer pension contribution rate of 17.5 per cent of

salary applies to all employees

Chairman and NED fees

Jonathan Nicholls became Chairman of the merged business

in March 2023 and his fee was set at the same level as his

predecessor, which had not been increased since May 2020.

The Committee has set his fee at £310,000 which takes into

account his significant time commitment, market rates and his

experience. The Board, excluding the Non-executives, have sought

to harmonise Non-executive Director fees and the changes are set

out in the Annual Report on Remuneration on page 149.

Performance measurement in2023

and annual bonusoutcomes

We have had an excellent start as a newly merged company.

Theteam has come together to deliver a strong performance with

growth in annualised rent and ERV, a strong pipeline of demand

and significant cost savings across the business. Despite the

challenging macroeconomic backdrop, management’s actions in

ensuring the resilience of our exceptional portfolio also helped

negate the widening of yields in relation to our valuation. These

actions resulted in our 2023 annual bonus underlying EPS and

TPR targets being met in full. EPRA net tangible assets per share,

largely affected by the widening of yields, was between threshold

and target resulting in a 40 per cent payout against this metric.

Altogether, our performance against the financial measures

delivered 80 per cent of the 75 per cent bonus opportunity

allocated to these three financial measures.

Alongside delivering a strong performance, our team have

worked tirelessly pre and post-merger to undertake a range

of workstreams including revisiting of the Group’s purpose

and values, the effective integration of the two businesses

encompassing the integration of the two teams and underlying

processes and relocation to one office, the rotation of assets,

the early refinancing of the £576 million unsecured loan arranged

at time of the merger, and ensuring our continued commitment

to sustainability with our updated Net Zero Carbon Pathway.

The non-financial targets for the Executive Directors were

assessed at between 90 and 100 per cent of the 25 per cent

opportunity allocated to these measures, reflecting each of

the Executive Directors’ efforts for the periods they were on

the Board in achieving their strategic, financial, integration,

operational and ESC objectives. The progress we have made

this year means the business is now well positioned to deliver

on the longer-term and broader benefits of the merger.

The Committee believes the annual bonus outcome for 2023

isa fair reflection of the strong performance during the year.

Nodiscretion was used in determining the formulaic outcomes.

There were no PSP awards capable of vesting based on

performance for the year ending 31 December 2023. The first

PSP award for the combined business was granted in 2023 and

these will vest in 2026 subject to performance for the year

ending 31 December 2025.

Executive Director changes in the year

After 12 years with the business, Chris Ward, Chief Operating

Officer of the Company and formerly the Chief Financial Officer

of Shaftesbury PLC, stepped down from the Board and left the

Company on 22 December 2023. Chris has been treated as a

good leaver by the Committee and will receive a pro-rated bonus

for 2023, part of which will be deferred in shares for three years.

He received PSP awards in 2023 and these will vest in 2026

subject to the achievement of performance conditions and a

pro-rata time reduction. Vested awards will be subject to a further

two-year holding period. Chris had a 12-month notice period and

in line with our Policy and his service agreement, he will receive

monthly payments comprising salary, benefits and pension for the

unexpired notice period.

After three years on the Board, in connection with the merger

with Shaftesbury PLC, Michelle McGrath stepped down as

an Executive Director and joined the Executive Committee

of the Company with effect from completion of the merger

on 6March 2023. Michelle’s remuneration for the period she

served on the Board, including her PSP awards which vested

prior to completion of the merger and pro-rated bonus for

2023 are disclosed in this report. As an employee, Michelle

continues to receive her base salary, pension and benefits

andparticipates in the Company’s incentive arrangements.

Conclusion

As explained within this report, the Committee has determined

the current Policy remains fit for purpose but that certain

commitments should be made to address issues raised by

some shareholders to ensure market alignment. I would like

to thank shareholders that participated in the consultation

exercise, and we hope that you will continue to support our

approach to remuneration and the resolution to approve the

remuneration report which will be tabled at the 2024 AGM.

Ifyou have any questions on this report, please feel free to

direct them to me via the Group Company Secretary.

Richard Akers

Chair

28 February 2024

129Shaftesbury Capital PLC | 2023 Annual Report

Remuneration Committee members and attendance

Number of meetings attended (8 held

)

Richard Akers (Chair) 6/6 Jennelle Tilling 6/6

Ruth Anderson 6/6 Jonathan Lane

2/2

Charlotte Boyle 8/8 Anthony Steains 8/8

Helena Coles 6/6 Henry Staunton

2/2

1. Two Remuneration Committee meetings were held in 2023 prior to completion of the merger.

2. Jonathan Lane and Henry Staunton retired from the Board as a result of the merger on 6 March 2023 and could only attend a maximum of two meetings.

Key responsibilities

― Determine the Remuneration Policy for Executive Directors, and the remuneration framework for senior management

― Monitor the appropriateness of the Remuneration Policy

― Ensure the Executive Directors are remunerated fairly and responsibly, aligned to the long-term interests of the Company

― Set the remuneration of the Chairman, Executive Committee and designated senior management, including the Group

Company Secretary

― Keep under review employee remuneration, related policies and alignment of incentives and rewards with the Company’s

culture and values

― Consider the appropriateness of the Directors’ remuneration framework compared with arrangement for other employees

― Review and approve the performance targets and outcomes (using discretion where appropriate) for the annual bonus

scheme and PSP

― Ensure that the remuneration report and disclosures are easy to read and understandable

― The appointment of, and relationship with, the Company’s remuneration adviser

How the Committee operates

The Remuneration Committee comprises the Independent Non-executive Directors. Prior to the merger, the Committee

comprised Jonathan Lane, who acted as Chairman of the Committee, Charlotte Boyle, Anthony Steains and Henry Staunton.

On completion of the merger, Jennelle Tilling was appointed as Chair to the Committee and Richard Akers, Ruth Anderson and

Helena Coles were appointed to the Committee. Jonathan Lane and Henry Staunton retired from the Board and the Committee

upon completion of the merger. On 1 January 2024, Richard Akers was appointed as Chairman of the Committee and Helena

Coles, Anthony Steains and Jennelle Tilling stepped down from the Board and Committee on 31 January 2024.

Korn Ferry, appointed by the Committee in 2020 following a competitive process, advised the Board for the first nine months

of the year. FIT Remuneration Consultants LLP, an independent remuneration consultancy was engaged by the Committee in

September 2023 following a tender process and, as instructed by the Committee, supported the Committee’s review of the

Company’s Remuneration Policy and provided advice on the remuneration of the Executive Directors, together with regular

market and good practice updates.

The Company’s remuneration advisers attend all or part of the Committee meetings as appropriate. In addition, some

meetings, or parts of the meetings are attended by the Chief Executive, the Chief Financial Officer, Group Company Secretary,

Company Secretary and the Company’s Head of HR in relation to employee remuneration and related policies. No executive

participates in discussions or decisions regarding their own remuneration.

The Committee reviews its effectiveness annually.

Corporate Governance | Remuneration

130 Shaftesbury Capital PLC | 2023 Annual Report

Supporting clarity, simplicity, proportionality, and predictability and ensuring risk mitigation

and alignment to culture

The table below explains how both the current Remuneration Policy, and the Committee’s practice in applying the Policy over the

year under review, address the factors set out in Provision 40 of the 2018 UK Corporate Governance Code:

Clarity Simplicity Risk

― Clarity and transparency is achieved

through a combination of explanations

for decisions taken and disclosure of

the nature and weighting of annual

bonus and PSP performance measures.

― The Remuneration Policy and its

implementation look to support the wider

Shaftesbury Capital business strategy.

― Achieved by Executive Directors’

remuneration being composed

of a limited number of elements

designed to balance the retention and

incentivisation of Executive Directors

with the delivery of strategy and

shareholder returns.

― Executive Director remuneration is

composed of four elements: base

salary, pension and other benefits,

annual bonus and PSP.

― A range of features of Executive

Directors’ remuneration assist in

mitigating the risks of excessive rewards

and inappropriate behaviour.

― Executive Directors are expected to

build a material shareholding which

must be maintained for a period

following departure, which aligns

them with the long-term interests of

Shaftesbury Capital.

Predictability Proportionality Alignment to culture

― Some of the same features of Executive

Directors’ remuneration arrangements

that mitigate risk also ensure that

outcomes are within a predictable range.

― Shareholders are provided with

potential values which can be awarded

to Executive Directors under the annual

bonus and PSP.

― Achieved through strong links between

Executive Directors’ remuneration and

corporate performance.

― Achieved through strong links between

Executive Directors’ remuneration and

Shaftesbury Capital’s values:

― Take a responsible long-term view

― Act with integrity

― Take a creative approach

― Listen and collaborate

― Make a difference

131Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Remuneration

1. Directors’ Remuneration Policy

This section of the Directors’ Remuneration Report sets out Shaftesbury Capital’s Directors’ Remuneration Policy which took effect

following the 2023 AGM on 15 June 2023, when it was approved by shareholders. The Remuneration Policy can also be found

on our website: https://www.shaftesburycapital.com/en/about-us/corporate-governance/remuneration-policy.html. Details of

actual remuneration paid, share awards made, and the approach to remuneration for 2023 are set out within the Annual Report

on Remuneration, which starts on page 140. While the 2023 shareholder-approved Policy will continue to apply in 2024, certain

pledges have been made in how the Policy will be operated and these are set out in the Remuneration Committee Chair’s letter.

1.1 Remuneration policy

The key objectives of the Company’s Remuneration Policy are to:

― Strongly align executive and shareholder interests

― Underpin an effective pay-for-performance culture

― Support the retention, motivation and recruitment of talented people who are commercially astute

― Encourage executives to acquire and retain significant holdings of Shaftesbury Capital shares

The Committee aims to achieve an appropriate balance between fixed and variable remuneration, and between variable remuneration

based on short-term and longer-term performance. Fixed remuneration includes base salary, benefits and pension. Variable remuneration

includes an annual bonus, of which part is deferred in shares, and awards under the Performance Share Plan (“PSP”).

The Remuneration Policy is aligned to the strategy and nature of the Company, and reflects the importance of total return and the

long-term nature of Shaftesbury Capital’s business, rewarding the Executive Directors for delivering strong performance against the

Company’s key performance indicators (“KPIs”).

In order to avoid any conflict of interest, remuneration is managed through well-defined processes ensuring that no individual is

involved in the decision-making process related to their own remuneration. In particular, the remuneration of all Executive Directors

is set and approved by the Committee; none of the Executive Directors are involved in the determination of their own remuneration

arrangements.

Each year, with the support of external advisers, the Committee undertakes a review of the remuneration of the Executive Directors.

It has oversight of the remuneration of the senior managers immediately below Board level, and the Company Secretary. It

considers the responsibilities, experience and performance of the Executive Directors and pay across the Group.

The Policy was approved by shareholders at the 2023 AGM and applies to incentive awards with performance periods beginning on

1 January 2023. Payments to Directors can only be made if they are consistent with a shareholder approved Policy or amendment

to the Policy.

Details of each element of remuneration, its operation, purpose, link to strategy and performance metrics are set out in this section.

132 Shaftesbury Capital PLC | 2023 Annual Report

1.2 Executive Director policy table

The table below summarises each of the components of the remuneration package for the Executive Directors:

Purpose and link

to strategy

Operation Maximum opportunity Performance metrics

Base salary

To provide an

appropriately

competitive base

salary, whilst placing

emphasis on the

performance-

related elements

of remuneration.

The Committee

believes base salary

for high-performing

experienced Executive

Directors should be at

least median.

Base salaries are normally reviewed on an

annual basis, with any increase normally taking

effect from 1 April. The Committee reviews base

salaries with reference to:

– Other property companies (including the

constituents of the long-term incentive plan’s

comparator group)

– UK companies of a similar size

– Each Executive Director’s performance and

contribution during the year

– Scope of each Executive Director’s

responsibilities

– Changes to the remuneration and overall

conditions of other employees

When reviewing base salaries, the Committee

is mindful of the gearing effect that increases

in base salary will have on the potential total

remuneration of the Executive Directors.

Base salary increases will be applied in line with

the outcome of the review and will normally be in

line with increases awarded to other employees.

However, the Committee may make additional

adjustments in certain circumstances to

reflect, for example, an increase in scope or

responsibility, development in role, to address

an increase in size or complexity of the

business, to address a gap in market positioning

and/or to reward the long-term performance

of an individual. For the purposes of stating

a maximum as required by the remuneration

regulations, no increase will be applied to an

Executive Director’s base salary if the resulting

base salary would be above the upper quartile

base salary for CEOs at companies in the

FTSE350.

The Committee considers

individual and Company

performance when setting

base salary, as well as the

general increase awarded

other employees

Benefits

To be appropriately

competitive with

those offered

at comparator

companies.

Benefits will be in line with those offered to

some or all employees and may include private

dental and health care, life insurance, personal

accident cover, travel insurance, income

protection, and a car allowance, which may

bepaid in cash.

Directors may participate in flexible benefit

arrangements offered to other employees,

including the ability to buy or sell annual leave.

Directors may receive seasonal gifts and a gift

on leaving the Board (including payment of any

tax thereon), in appropriate circumstances.

Other benefits may be introduced from time

to time to ensure the benefits package is

appropriately competitive and reflects individual

circumstances. For example, Directors may be

offered relocation and/or expatriate benefits

should a Director be required to relocate as a

result of emerging business requirements.

Set at a level which the Committee considers

appropriate in light of relevant market practice

for the role and individual circumstances. The

cost of all benefits will not normally exceed 10

per cent of base salary, with the exception of

any future expatriate and/or relocation benefits,

which would be disclosed in the Annual Report

on Remuneration. Any reasonable business-

related expenses (including tax thereon) can be

reimbursed if determined to be a taxable benefit.

N/A

Pension

To be appropriately

competitive with that

offered by comparator

companies.

Shaftesbury Capital offers a defined contribution

pension scheme.

Executive Directors may elect to be paid some

or all of their entitlement in cash.

The maximum contribution for any Executive

Director will be in line with the level available

for other employees at any given time (which is

currently 17.5 per cent of salary).

N/A

133Shaftesbury Capital PLC | 2023 Annual Report

Purpose and link

to strategy

Operation Maximum opportunity Performance metrics

Annual bonus

To incentivise and

reward performance.

The Committee

selects performance

measures and targets

each year to reinforce

the strategic business

priorities for the year.

The deferral into

shares of 40% of

any annual bonus is

designed to further

align executives

with shareholders’

interests.

The annual bonus arrangements are reviewed

at the start of each financial year to ensure

performance measures and weightings are

appropriate and support the business strategy.

The Committee reviews performance against the

annual bonus targets but has the ability to take

into account broader factors and, subject to the

150 per cent of salary maximum, may exercise

two-way discretion to ensure that the annual

bonus awarded properly reflects the performance

of the Company and each Director.

The rationale for award of bonuses will be

explained in the Directors’ Remuneration Report.

Bonus may be deferred in Shaftesbury Capital

shares or nil-cost options for three years under

the Performance Share Plan without further

performance conditions but subject to risk of

forfeiture should an Executive Director leave the

Company in certain circumstances.

Directors may be entitled to be paid dividend

equivalents on deferred bonus. Deferred bonus

is subject to malus as described in the notes to

this table.

The maximum bonus opportunity for Executive

Directors is 150 per cent of annual salary

with a bonus of 75 per cent of salary payable

for achieving target levels of performance.

No bonus is payable for below threshold

performance. The payment for threshold

performance will not exceed 10 per cent of

maximum. Awards are made on a straight-line

basis for performance between threshold and

target, and on a separate straight-line basis for

performance between target and maximum.

Executives’ performance

is measured relative to

challenging one-year targets

in key financial, operational

and strategic measures.

The measures selected and

their weightings may vary

each year according to the

strategic priorities. At least

75 per cent of the bonus

will be measured against

financial performance.

Performance Share

Plan ‘PSP’

To incentivise and

reward long-term

outperformance, and

help retain Executive

Directors over the

longer-term.

Executive Directors are eligible to receive

awards of shares under the PSP, which may be

made as awards of shares or nil-cost options,

atthe discretion of the Committee.

In assessing the outcome of the performance

conditions, the Committee must satisfy itself

that the figures are a genuine reflection of

underlying financial performance, and may

exercise downward discretion when determining

the proportion of an award that will vest.

Dividend equivalents may be paid. The Committee

has the discretion in certain circumstances to

grant and/or settle an award in cash. In practice

this will only be used in exceptional circumstances

for Executive Directors.

PSP awards are subject to malus and clawback

as described in the notes to this table.

The maximum grants which may be made to

participants as awards or nil-cost options are

300 per cent of salary.

25 per cent of an award vests for threshold

performance, with full vesting taking place for

equalling or exceeding maximum performance

conditions and straight-line vesting between

threshold and maximum.

PSP awards usually vest

on the third anniversary of

the date of grant, and are

subject to a two-year post-

vesting holding period.

The vesting of awards is

usually subject to continued

employment and the

Company’s performance

over a three-year

performance period.

It is intended that the

performance measures

that will apply to the

2023 awards will be split

equally between relative

Total Return and relative

Total Shareholder Return

metrics vs. FTSE 350

REITs. The performance

measures, weightings and

targets which apply to the

PSP are reviewed by the

Committee annually and,

subject to consultation

with shareholders, the

Committee has discretion

to make changes to the

measures, the weightings

and/or the comparator

group for future awards

to ensure that they remain

relevant to the Company

strategy and are suitably

stretching.

All employee share

schemes

The Company does not currently operate any

all employee share schemes. However, if such a

scheme were introduced the Executive Directors

would be able to participate on the same terms

as other employees.

In line with HMRC-approved limits.

Corporate Governance | Remuneration

134 Shaftesbury Capital PLC | 2023 Annual Report

1.3 Notes to the policy table performance measurement selection

Annual bonus scheme

Executive Directors may earn bonuses depending on the Company’s financial performance and performance against individual

performance targets designed to deliver strategic goals. The current structure of the annual bonus performance conditions is

illustrated within the Annual Report on Remuneration on page 148. The financial performance measures and the importance of each

are set out in the table below. The Remuneration Committee has discretion to change the performance conditions in the annual

bonus, but within the bounds set out in the Remuneration Policy Table.

The annual financial performance measures and targets are set by the Committee usually in the first quarter of each year following

an analysis of external and internal expectations compiled by the Committee’s independent adviser. The Committee sets targets it

believes to be appropriately stretching, but achievable.

Why are the current annual bonus performance measures appropriate for Shaftesbury Capital?

Measure Reason

EPRA Net Tangible Assets

per share (NTA)

Considered by the Committee to be an important driver of value creation for Shaftesbury Capital.

Underlying Earnings per

Rewards value growth in net rental income as well as the management of administration, financing and other costs.

Relative Total Property

Return

Rewards the additional portfolio value created by management over and above any changes in value from tracking the

property market as a whole, as measured by the MSCI Total Return All Property Index, an external benchmark widely used in

the property industry.

Long-term incentives

The performance conditions for the PSP currently comprise two measures:

― Three-year relative Total Return (TR, growth in NTA plus dividends)

― Three-year relative Total Shareholder Return (TSR, increase in price of an ordinary share plus dividends)

The Committee believes that these two measures are currently the most appropriate measures of long-term success for Shaftesbury

Capital as long-term relative performance provides an appropriately objective and relevant measure of Shaftesbury Capital’s

success, which is strongly aligned with shareholders’ interests.

The Committee believes that NTA growth is an important internal measure of success for Shaftesbury Capital at this time.

Accordingly, the Committee considered it appropriate to reward NTA performance in both the short- and long-term incentive

arrangements, with a one-year absolute NTA target being used in respect of the annual bonus arrangements and three-year relative

NTA (as the main component of three-year Total Return) being used in respect of the long-term incentives.

A significant element of the Company’s NTA is the value of properties which are based on independent external valuations carried

out in accordance with RICS Valuation Professional Standards.

Relative TSR helps align the interests of Executive Directors with shareholders by incentivising share price growth and, in the

Committee’s view, provides an objective measure of the Company’s long-term success.

The current long-term incentive performance conditions are summarised within the Annual Report on Remuneration on page 149.

Performance is measured relative to a bespoke comparator group of property companies and Shaftesbury Capital.

In order for any awards to vest, the Committee must also satisfy itself that the TR and TSR figures are a genuine reflection of

underlying financial performance. In assessing the extent to which the performance conditions have been met, the Committee

consults with its independent remuneration adviser. The calculation of the returns is also reviewed by the Company’s auditors as

appropriate. The performance targets are set by the Committee following an analysis of internal and external expectations, and are

believed to be appropriately stretching.

For future awards, the Remuneration Committee has discretion to change the performance measures and weightings. However,

anysuch changes would only be made after consulting with shareholders.

Discretions

Under the annual bonus scheme and the PSP, the Company has the standard discretions to take appropriate action in the event

of unforeseen events which affect the schemes, such as a variation in share capital, as well as terminations and on a change in

control, as described in the Policy. The Committee does not intend to make adjustments to the methods by which it measures the

performance conditions. However, it reserves the discretion to make adjustments in very exceptional circumstances. Shareholders

would be given details of any exercise of discretion.

135Shaftesbury Capital PLC | 2023 Annual Report

Payments resulting from existing arrangements

The Committee may make any remuneration payments and payments for loss of office (including exercising any discretions it has

relating to such payments) even though they are not in line with the Policy set out in this report. This will apply where the entitlement

to the payment arose:

(i) before the 2014 AGM; (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee,

the payment was not in consideration for the individual becoming a Director of the Company; or (iii) under a remuneration policy previously

approved by the Company’s shareholders. For these purposes entitlements arising under the Company’s previous remuneration policies

(as approved by shareholders at the 2014, 2017 and 2020 AGMs) will be incorporated into this Policy, ‘payments’ includes the Committee

satisfying awards of variable remuneration, and an entitlement under an award over shares arises at the time the award is granted.

Malus and clawback

Awards granted under the long-term incentive arrangements are subject to malus and clawback until the end of the respective

holding periods. Deferred bonus awards are subject to malus prior to vesting. Reasons for applying malus and clawback include:

in the event of gross misconduct of a Director which is considered to have had a material detrimental impact on the business or

any member of the Group or to have brought the business of any such company into significant disrepute, in the event of a material

misstatement in the audited accounts of the Company for a period that was wholly or partly before the end of the financial year

by reference to which any performance condition was assessed, or in the event that the assessment of the satisfaction of any

performance condition was based on error or inaccurate or misleading information. In the latter two scenarios, this would be to the

extent an overpayment resulted. The application of any malus or clawback is at the discretion of the Remuneration Committee.

Remuneration of employees below the Board

No element of remuneration is operated solely for Executive Directors. Shaftesbury Capital employees below the Board receive

base salary, benefits, pension, annual bonus, and some participate in the PSP. However, there are some differences in operation

asset out below:

― In exceptional circumstances, such as recruitment, long-term incentive awards may be granted without performance conditions

toparticipants below the Board

― Employees below the Board are not subject to any minimum shareholding requirement

― Incentive awards granted to employees below the Board may not be subject to holding periods, clawback or malus

Shareholding requirements

The Chief Executive is required to achieve a shareholding in the Company equivalent to 300 per cent of base salary and the other

Executive Directors appointed to the Board are required to achieve a shareholding in the Company equivalent to 200 per cent of

base salary, to be achieved normally within five years by retaining at least 50 per cent of any vested share awards (net of tax and

NIC). There is a two-year post-cessation shareholding requirement of 200 per cent of salary for all Executive Directors, capturing

annual bonus awards made from 1 January 2022 (in respect of 2021) and all Performance Share Plan awards made from 1 January

2021. The current shareholdings of the Executive Directors are also set out on page 147.

1.4 Performance Scenario charts

The potential reward opportunities illustrated in Figure 1 are based on the Policy which will apply in 2024 and provide estimates of

the potential future reward opportunity for each of the two current Executive Directors, and the potential split between the different

elements of remuneration under three different performance scenarios: ‘Below Threshold’, ‘Target’ and ‘Maximum’.

The Below Threshold scenario includes base salary, pension and benefits (fixed pay). No annual bonus or PSP elements are included

(variable pay). The Target scenario includes fixed pay, on-target bonus (50 per cent of opportunity) and threshold vesting of PSP

awards. The Maximum scenario includes fixed pay, maximum bonus and full vesting of PSP awards. For variable pay, the amounts

illustrated are the normal maximum opportunities. The Maximum scenarios also include an illustration of the amount that would be

payable under the PSP elements if there was share price appreciation of 50 per cent between the date of award and the date of vesting.

It should be noted that the PSP awards granted in a year do not normally vest until the third anniversary of the date of grant and are

subject to a two-year post-vesting holding period. The projected values of long-term incentives shown here exclude the impact of

share price movement and dividends (other than where 50 per cent share price appreciation is assumed).

Figure 1

Situl Jobanputra, Chief Financial Officer (£000)Ian Hawksworth, Chief Executive (£000)

£2,038

£918

£5,399

£4,279

On Target

Max

Max with growth

Below Threshold

100%

45%

21%

17%

27% 27%

26% 52%

41% 21%

21%

On Target

Max

Max with growth

Below Threshold

£1,460

£657

£3,871

£3,067

100%

45%

21%

17%

28%

26%

21%

27%

52%

41%

21%

Total Fixed Remuneration

Annual Bonus

LTIP

Share price growth

Corporate Governance | Remuneration

136 Shaftesbury Capital PLC | 2023 Annual Report

1.5 Approach to Recruitment Remuneration

When hiring or appointing a new Executive Director, which includes appointing an individual who is not an Executive Director but

who still falls within this Policy, the Committee may make use of any of the existing components of remuneration, as follows:

Element of remuneration Policy on recruitment Maximum opportunity

Salary Based on scope and nature of responsibilities of the proposed role;

the candidate’s experience; implications for total remuneration

positioning vs market pay levels for comparable roles; internal

relativities; and the candidate’s current salary.

A new Director may be appointed at a salary which is less than the

prevailing market rate but increased over a period to the desired

positioning subject to satisfactory performance.

N/A

Pension A contribution in line with the level available for other employees

at any given time (currently 17.5 per cent of salary) may be offered,

consistent with policy.

Consistent with the Policy

Table limit

Benefits Appropriate benefits will be provided, which may include the

continuation of benefits received in a previous role.

Consistent with the Policy

Table limit

Annual bonus Executive Directors will be eligible to participate in the annual bonus

scheme on the same basis as existing Executive Directors, pro-rated

for proportion of year served.

Depending on the timing of the appointment, the Committee may

deemit appropriate to set different annual bonus performance

conditions from the current Executive Directors in the first

performance year of appointment.

150 per cent of salary,

consistent with Policy Table.

Performance Share Plan New Executive Directors will be eligible to participate in the long-term

incentive scheme set out in the Remuneration Policy Table.

A PSP award can be made shortly following an appointment (assuming

the Company is not in a prohibited period).

300 per cent of salary,

consistent with Policy

Table.

Other In determining appropriate remuneration for new Executive Directors,

the Committee will take into consideration all relevant factors

(including quantum, the nature of remuneration and where the

candidate was recruited from), to ensure that arrangements are in the

best interests of Shaftesbury Capital and its shareholders.

Remuneration, which may be outside the usual policy limits, may include:

― An award made in respect of a new appointment to ‘buy out’

existing incentive awards forfeited on leaving a previous employer.

In such cases the compensatory award would typically be a like-

for-like award with similar time to vesting, performance conditions

and likelihood of those conditions being met. The fair value of the

compensatory award would not be greater than the awards being

replaced. To facilitate such a buyout, the Committee may use an

award under a different structure or an additional award under the PSP

― A relocation package, should this be required

― For an overseas appointment, the Committee will have discretion

to offer cost-effective benefits and pension provisions which reflect

local market practice and relevant legislation

― In the event that an employee is promoted to the Board, the

Company would honour any existing contractual arrangements

137Shaftesbury Capital PLC | 2023 Annual Report

1.6 Service contracts and exit payment policy

The service contracts of Executive Directors are approved by the Remuneration Committee and are one-year rolling contracts.

Thecommencement dates of the current contracts are shown below. The service contracts may be terminated by either party

givingone year’s notice to the other. It is the Company’s policy that payments in lieu of notice should not exceed the Director’s

current salary and benefits (including pension contributions) for the notice period. The service contracts may be viewed at the

Company’s registered office.

The Committee will be entitled to enter into a settlement agreement with a Director, and may pay a Director’s legal fees in relation

to any settlement agreement. The Committee may make additional incidental payments, which are not material in quantum, to a

departing Director on exit, if appropriate, for example in settlement of disputes or to pay other incidental sums in connection with

the exit. The Committee may pay what it feels are reasonable outplacement fees where considered appropriate.

When considering exit payments, the Committee reviews all potential incentive outcomes, having regard to the reason for leaving

and the Director’s performance. The payment of any annual bonus is subject to the discretion of the Committee, and both the cash

and deferred share elements of an annual bonus would normally be payable at the normal payment date. Any deferred share

element could be paid in cash. Any outstanding deferred bonus may be released or paid in cash, subject to clawback for a period

ofthree years from the date of grant.

Commencement date Notice period

Ian Hawksworth 17 May 2010 12 months

Situl Jobanputra 1 January 2017 12 months

An individual would generally be considered a ‘good leaver’ if they left the Group’s employment for reasons including injury,

ill-health, disability approved by the Committee, redundancy, retirement with the agreement of the employing company, the

employing company ceasing to be a member of the group, the transfer of the undertaking or part of the undertaking in which the

Director works to a person which is not a member of the Group, or in any other circumstances at the discretion of the Committee.

The table below summarises how PSP awards are typically treated in specific leaver circumstances, with the final treatment

remaining subject to the Committee’s discretion. For example, an individual may be considered a ‘good leaver’ for any other

reasonat the absolute discretion of the Committee, and the vesting of awards may be reduced for ‘good leavers’.

Reason for

leaving

Timing of vesting Treatment of awards

Good leaver Normal vesting date, although the Committee has discretion

toaccelerate

Awards are normally pro-rated for time and remain subject to

outstanding performance conditions. Where vesting is accelerated,

the Committee will determine the extent to which the performance

conditions had been satisfied at the date of leaving. The holding

period would continue to apply.

Change of

control

Immediately Awards will normally be pro-rated for time and remain subject to

performance conditions.

However, the Committee has discretion to allow awards to vest in

full in such circumstances if it deems this to be fair and reasonable.

The holding period would cease to apply.

Any other

reason

Awards lapse

There are no obligations on the Company contained within the existing Directors’ service contracts which would give rise to

payments not disclosed in this report.

The service contracts of any future-appointed Directors will provide for mitigation in the event of termination.

1.7 Non-executive Director policy table

The Non-executive Directors do not have service contracts but instead have letters of appointment. The letters of appointment of

the Non-executive Directors are reviewed by the Board annually and contain a one-month notice period. The Chairman’s letter of

appointment contains a three-month notice period. The letters of appointment may be viewed at the Company’s registered office.

Corporate Governance | Remuneration

138 Shaftesbury Capital PLC | 2023 Annual Report

Non-executive Directors seeking re-election at 2024 AGM: dates of appointment and unexpired terms

Date of appointment Unexpired term as at

31 December 2023

Jonathan Nicholls 6 March 2023 6 months

Richard Akers 6 March 2023 6 months

Ruth Anderson 6 March 2023 6 months

Charlotte Boyle 1 October 2017 6 months

The table below summarises each of the components of the remuneration package for the Non-executive Directors (including the

Chairman). The Non-executive Directors do not receive any pension, bonus or long-term incentive benefits from the Company.

Thispolicy also applies to the recruitment of new Non-executive Directors.

Purpose and link to strategy Operation Maximum opportunity Performance metrics

Fee

To recruit and retain appropriately

qualified Non-executive Directors

The Chairman and Non-executive Director fees

are reviewed on an annual basis, with any increase

taking effect from 1 May.

The Board and Committee review fees with

reference to:

– Other property companies

– UK companies of a similar size

– The time that Non-executive Directors are

required to devote to the role

In exceptional circumstances, if there is a

temporary yet material increase in the time

commitments for Non-executive Directors, the

Board may pay extra fees on a pro-rata basis to

recognise the additional workload.

Non-executive Director fees

may include a basic fee

and Committee/SID fees

as disclosed in the Annual

Report on Remuneration.

These are set at a level that

is considered appropriately

competitive in light of market

practice, and will not exceed

the aggregate fees permitted

by the Company’s Articles of

Association.

N/A

Benefits

To be appropriately competitive

with those offered at comparator

companies

The Chairman’s benefits include private healthcare

and personal accident and travel insurance.

Other Non-executive Directors will be covered by

the Company’s travel insurance policy should they

be required to travel on Company business.

Any reasonable business-related expenses can be

reimbursed (including tax thereon if determined to

be a taxable benefit).

Directors may receive seasonal gifts and a gift on

leaving the Board (including payment of any tax

thereon), in appropriate circumstances.

The maximum value of

the benefits provided to

Non-executive Directors will

be the cost of purchasing

them in the market.

N/A

1.8 External directorships

The Company’s policy is to encourage each Executive Director to take up one or more non-executive directorships, subject to Board

approval. Fees received for serving as a non-executive director of a company outside the Shaftesbury Capital Group are retained by

the Executive Director.

1.9 Consideration of conditions elsewhere in the Company

When setting Executive Director pay the Committee considers the remuneration and overall conditions of all employees. As Shaftesbury

Capital has a relatively small workforce, the Committee does not consult with employees when deciding Remuneration Policy, but it

receives regular updates from the Head of HR on salary increases, bonus and share awards made to Group employees and is aware

of how the remuneration of Directors compares with that of other employees. For example, salary increases are generally no higher

than increases awarded to other employees, which are set with reference to market data.

1.10 Consideration of shareholder views

It is the Committee’s policy to engage with major shareholders as appropriate. For example, prior to finalising any major changes

to its executive Remuneration Policy. Shareholder feedback on the previous Remuneration Policy and investor guidelines were

considered by the Committee when preparing the Remuneration Policy, and a number of best practice measures were incorporated.

139Shaftesbury Capital PLC | 2023 Annual Report

2. Annual report on remuneration

This section of the Directors’ Remuneration report explains how Shaftesbury Capital’s current Directors’ Remuneration Policy

has been implemented during the year. The report is made up of the following parts:

Subject Issue

Pay outcomes for 2023 2.1 Single figure of total remuneration

2.2 Annual bonus outcomes for 2023

2.3 Long-term incentive outcomes for performance ending in 2023

2.4 Payments for loss of office

2.5 Payments to previous Directors

Directors’ share ownership

and share interests

2.6 PSP and deferred bonus awards granted in 2023

2.7 Outstanding PSP and deferred bonus awards

2.8 Statement of Directors’ shareholding and share interests

Implementation of the Policy in 2024 2.9 Implementation of the Policy in 2024

Pay comparison 2.10 Percentage change in Directors’ remuneration versus employee pay

2.11 Chief Executive pay ratio

2.12 Chief Executive single figure of total remuneration history and TSR performance

2.13 Relative importance of the spend on pay

Remuneration Committee membership,

governance and voting

2.14 Independent adviser to the Remuneration Committee

2.15 Shareholder voting

Pay Outcomes For 2023

2.1 Single total figure of remuneration

Composition of 2023 single figures (%)

Composition of 2022 single figures (%)

What is included in the 2023 single figure?

― The salary or fees paid in the year for the period of qualifying service

― The value of any benefits, on a gross of tax basis, where applicable

― The 2023 annual bonus awarded for the year – including both cash and the deferred element

― The value of the 2021 and 2022 long-term incentive awards that vested in connection with the merger. Details of the

treatment of these awards were set out in last year’s remuneration report and summarised in the prospectus for the merger

transaction, with both the report and the transaction approved by shareholders

― The cash value of any pension contribution or allowance in lieu

Corporate Governance | Remuneration

1. As reported in last year’s remuneration report and summarised in the prospectus for the merger transaction, with both the report and the transaction approved by

shareholders, the 2021 and 2022 PSP awards vested prior to completion of the merger on 6 March 2023 and must therefore be included in the 2023 single figure.

Thefigures are based on the share price on the date of vesting (124.5 pence). The prior year 2022 figures comprise the value on maturity of the 2020 PSP awards.

Inlast year’s report, these awards were calculated using the average share price over the period 1 October to 31 December 2022 of 104.83 pence and, this year,

the figures have been updated using the price on the date of vesting (124.5 pence). Michelle McGrath stepped down as a Director on 6 March 2023 and remains an

employee ofthe Group. Her fixed pay and annual bonus reflect the period she was in role as an Executive Director and the value of her 2021 and 2022 PSP awards,

which vested prior to completion of the merger, has been shown in the 2023 PSP vesting column.

Salary 19.3% Taxable Beneﬁts 1.1% Pension 3.4% Bonus 24.1% PSP 52.1%

Salary 19.8% Taxable Beneﬁts 1.1% Pension 3.5% Bonus 25.4% PSP 50.2%

Salary 40.2% Taxable Beneﬁts 2.7% Pension 6.2% Bonus 50.9% PSP 0%

Salary 5.3% Taxable Beneﬁts 0.4% Pension 1.0% Bonus 8.1% PSP 85.2%

Michelle McGrath

Chris Ward

Situl Jobanputra

Ian Hawksworth

Salary 30.5% Taxable Beneﬁts 1.4% Pension 5.5% Bonus 46.3% PSP 16.3%

Salary 31.3% Taxable Beneﬁts 1.6% Pension 5.3% Bonus 47.9% PSP 13.9%

Michelle McGrath

Situl Jobanputra

Ian Hawksworth

The figures below illustrate the contribution that each element of the Executive Directors’ remuneration made to the single

figure disclosures.

140 Shaftesbury Capital PLC | 2023 Annual Report

The table below shows the single total figure of remuneration for each Director in 2023 and 2022. The charts on page 140 illustrate

the contribution that each element of remuneration made to the total remuneration of the Executive Directors.

Single figure of remuneration 2023 and 2022 (Audited)

Executive Directors

Base salary

£’000

Taxable

benefits

£’000

Pension related

benefits

£’000

Annual

bonus

£’000

PSP

vesting

4,6

£’000

Total

£’000

Total fixed

remuneration

£’000

Total variable

remuneration

£’000

Total

excluding

PSP

4,6

£’000

2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023

Current Executive

Directors

Ian Hawksworth

719 664 41 31 126 120 897 1,007 1,940 355 3,723 2,121 886 815 2,837 1,306 1,783

Situl Jobanputra

509 441 28 20 89 80 653 669 1,288 235 2,567 1,408 626 541 1,941 867 1,279

Former Executive

Directors

Chris Ward

419 - 28 - 64 - 529 - - - 1,040 - 511 - 529 - -

Michelle McGrath

67 368 5 19 12 62 101 563 1,066 164 1,251 1,150 84 449 1,167 701 185

1. Comprises medical insurance, permanent health insurance, life assurance, travel insurance and car allowance and/or benefit in kind value of company car, where

applicable.

2. Comprises payments in lieu of pension contributions to each of the Executive Directors and contributions to defined contribution plans by Chris Ward of £7,833 and

by Michelle McGrath of £11,695. No Director participated in a defined benefit pension scheme.

3. Part of the annual bonus earned is deferred in Shaftesbury Capital shares or nil-cost options for three years, subject to forfeiture should the Executive Director leave

the Company. For 2023 and 2022, 40 per cent of the bonus will be/was deferred in shares.

4. As reported in last year’s remuneration report and summarised in the prospectus for the merger transaction, with both the report and the transaction approved by

shareholders, the 2021 and 2022 PSP awards vested after the publication of the 2022 Annual Report and prior to completion of the merger on 6 March 2023 and

must therefore be included in the 2023 single figure. The figures are based on the share price on the date of vesting (124.5 pence). For those Directors who were on the

Board prior to completion of the merger, total remuneration for 2023 excluding these amounts has also been shown. The prior year 2022 figures include the value on

maturity of the 2020 PSP awards. In last year’s report, these awards were calculated using the average share price over the period 1 October to 31 December 2022 of

104.83 pence and, this year, the figures have been updated using the price on the date of vesting (124.5 pence). Dividend equivalents have been included for all vested

awards, calculated using the same price, on a reinvestment basis.

5. As reported in last year’s remuneration report and summarised in the merger prospectus, the post-merger salaries for the Executive Directors reflect the increased

scope of their roles given the larger combined business (c.£4.9 billion of properties) and included inflationary increases of 4 per cent. Annual inflationary increases for

Capco employees were between c.5 per cent and 7 per cent.

6. Chris Ward joined the Board as Chief Operating Officer on 6 March 2023 and stepped down from the Board and left the Company on 22 December 2023. His

remuneration reflects the period he was a Director of the Board and does not include the value of any Shaftesbury PLC shares which vested in connection with the

merger.

7. Michelle McGrath stepped down as a Director on 6 March 2023 and remains an employee of the Group. Her fixed pay and annual bonus reflect the period she was

in role as an Executive Director and the value of her 2021 and 2022 PSP awards, which vested prior to completion of the merger, has been shown in the 2023 PSP

vesting column.

Chairman and Non-executive Directors

Fees

£’000

Taxable benefits

£’000

Total Remuneration

£’000

2023 2022 2023 2022 2023 2022

Current Non-executive

Directors

Jonathan Nicholls

250 - 4 - 254 -

Richard Akers

79 - - - 79 -

Ruth Anderson

77 - - - 77 -

Charlotte Boyle

131 85 - - 131 85

Helena Coles

68 - - - 68 -

Anthony Steains

123 98 49 37 172 135

Jennelle Tilling

77 - 2 - 79 -

Former Non-executive

Directors

Henry Staunton

101 284 2 20 103 304

Jonathan Lane

75 85 - - 75 85

1. Jonathan Nicholls, Richard Akers, Ruth Anderson, Jennelle Tilling and Helena Coles were appointed to the Board on 6 March 2023.

2. In recognition of the increased workload placed on Non-executive Directors in completing the merger, additional one-off payments were made as follows: Henry

Staunton £49,500, Charlotte Boyle £38,000, Jonathan Lane £59,500, and Anthony Steains £38,000. These amounts were based on a conservative estimate of the

additional time committed to the Company’s affairs on a temporary basis.

3. Henry Staunton and Jonathan Lane stepped down from the Board on 6 March 2023.

4. Comprises medical insurance and travel expenses relating to Board meeting attendance where these are taxable or would be if the Director were resident in the UK

for tax purposes. Where applicable, the Company pays the tax payable on Non-executive Director expenses as they are incurred in the fulfilment of Directors’ duties.

141Shaftesbury Capital PLC | 2023 Annual Report

2.2 Annual bonus outcomes for 2023 (Audited)

Opportunity

Executive Directors had the opportunity to earn bonuses of up to 150 per cent of salary for performance in 2023. 40 per cent of the

total amount of any bonus earned is deferred in Shaftesbury Capital shares or nil-cost options for three years, subject to forfeiture

should the Executive Director leave the Company.

Performance measures and targets

Bonuses for the year ended 31 December 2023 were based 75 per cent on financial performance, and 25 per cent on individual

performance.

Financial measures: The 2023 bonus included three financial measures each with a 25% weighting:

― EPRA Net Tangible Assets per share (25%)

― Underlying Earnings per Share (25%)

― Relative Total Property Return (25%)

Non-financial measures: The Committee assessed individual performance against a set of non-financial objectives which align with

the Company’s objectives outlined on page 14 and 15 of the Annual Report. A summary of the achievement of the Directors’ non-

financial objectives is set out on pages 142 and 143.

Outcome of 2023 annual bonus performance measures (Audited)

The performance targets that applied in respect of the year ended 31 December 2023 and the Company’s performance against

them are set out below.

Performance measure Weighting Target range

Actual

performance

% of bonus

opportunity awarded

(out of 100%)

Threshold

(10% payout)

Target

(50% payout)

Maximum

(100% payout)

Net Tangible Assets per share 25% 185.0p 192.0p 205.0p 190.3p 40%

Underlying Earnings per Share 25% 3.2p 3.3p 3.5p 3.7p 100%

Relative Total Property Return 25%

Equal to MSCI

Total Return All

Property Index

Out-

performance of

0.5%

Out-

performance of

1.5%

2.3% Out-

performance 100%

Non-financial objectives 25% Disclosure of objectives and their achievement is set out underneath this table 90-100%

Total bonus 82.5-85.0%

The Company’s performance against the financial performance targets set for the year ended 31 December 2023 exceeded

the maximum performance target for TPR and underlying EPS, and EPRA NTA performance was between threshold and target.

Accordingly, 80 per cent of maximum becomes payable to the Executive Directors in respect of the financial performance measures.

No discretion was applied by the Committee in making these awards.

The Committee set clear non-financial measures for each Executive Director and after the year end, the Committee considered the

performance of each Executive Director, including Chris Ward and Michelle McGrath, against the non-financial targets set for 2023.

The assessment of performance against these objectives is as follows:

Corporate

― Successful completion of the merger of Capco and Shaftesbury, including navigation of extended regulatory processes

― Delivered extensive investor relations programme to establish Shaftesbury Capital as a leading central London mixed-use REIT.

This included results presentation, webcasts, roadshows, industry conferences and portfolio tours, as well as the Company’s

inaugural Investor Event which set out medium-term priorities and targets

― Ensured robust cross-business risk management process

― Integration of two businesses with appropriate structure and responsibilities amongst the Executive team to deliver on strategy

Financial

― Refinancing of the loan facility put in place at the time of the merger, including a new £200m long-term secured loan facility

and£350m medium-term senior unsecured loan, managing near-term maturities

― Obtained lender consent to exercise the second extension of the Covent Garden revolving credit facility, enhancing liquidity

andextending the maturity profile

Corporate Governance | Remuneration

142 Shaftesbury Capital PLC | 2023 Annual Report

― Managed debt covenant and liquidity position effectively

― Additional interest rate hedging put in place providing interest rate protection on variable debt until the end of 2025

― Total annualised recurring cost savings are expected to be over £16 million, which is well ahead of the initial target of £12 million

two years post-merger completion

― Delivered 10.4 per cent growth in annualised gross income, resulting in a progressive dividend

― Successful detailed business risk review process with HMRC to maintain “low risk” rating

Commercial/Transactions/Integration

― Generated excellent leasing demand delivering 6.9 per cent ERV growth across the portfolio

― 526 leasing transactions were completed, representing £37.0 million of rent, ten per cent ahead of 31 December 2022 ERV and

introducing 68 new retail and hospitality brands and concepts

― Refurbishments with an ERV of £10.6 million completed during the year, of which £9.0 million is contracted or under offer

― High occupancy maintained across the portfolio with only 2.1 per cent or ERV available to let

― Completed portfolio review, identifying five per cent of the portfolio value for asset rotation

― £145 million of asset disposals completed to date, 8 per cent ahead of valuation

― Integration of financial and management reporting, including the post-merger migration to a single accounting platform

― Transition to a single IT infrastructure with enhanced employee cyber security awareness

People/ESC/Organisational

― Developed and launched an updated Company purpose, culture and values

― Motivated the team throughout a period of significant change delivering excellent performance against strategy

― Established new employee remuneration structure, ensuring alignment with Executive Directors

― Provided regular communication on post-merger integration, including Chief Executive employee meetings and senior team

leadership meetings

― Designed and launched employee development framework

― Established strong and open working relationship with the new Board

― Delivered a new ESC strategy, reconfirmed the Company’s commitment to achieving Net Zero Carbon by 2030, and published a

new combined Net Zero Carbon pathway

― Championed ESC initiatives across the business, including the creation of the Community Investment Fund

― Successfully relocated to one head office in Covent Garden

The Committee concluded that each of Executive Directors had performed very strongly over the course of the year, including

successfully completing the merger, leading the business, implementing post-merger integration and identifying and delivering

synergies. The Executive Directors ensured that despite the impact of the merger, the team delivered excellent performance, with

ERV growth of 7 per cent and maintaining high occupancy rates. The loan facility put in place at the time of the merger has been

refinanced ahead of maturity with hedging arrangements put in place. Alongside this, the Executive Directors have focused on

employee well-being following completion of the merger, clearly communicating the business’ new purpose, culture and values and

ensuring that these are embedded across the business. The Executive Directors have also ensured that the Company continues to

focus on its ESC priorities, developing an updated ESC strategy and reconfirming the Company’s commitment to achieving Net Zero

Carbon by 2030. This performance means that each Executive Director has been awarded a bonus in respect of the non-financial

target element (under which up to 37.5 per cent of salary is payable).

Area of focus

Corporate Financial

Commercial/

Transactions/Integration

People/ESC/Positive

impact Total

Ian Hawksworth 10.00/10.00 2.25/2.50 2.25/2.50 8.00/10.00 22.50/25.00

Situl Jobanputra 7.50/7.50 6.00/6.25 4.75/5.00 5.50/6.25 23.75/25.00

Chris Ward 3.75/3.75 5.00/5.00 3.75/5.00 11.25/11.25 23.75/25.00

Michelle McGrath stepped down from the Board on 6 March 2023. The Remuneration Committee at the time of the merger assessed

Michelle’s performance and recommended that she be awarded 100% for the non-financial element of the 2023 annual bonus, which

included work in respect of the merger including the CMA process, leading on pre-completion integration planning, driving rents and

effective cost and capital expenditure management at Covent Garden, high-quality reporting to the Board and supporting the team in

advance of the merger. Michelle’s annual bonus as a Director was pro-rated for the proportion of the year served on the Board.

The financial and non-financial outcomes have resulted in bonuses of between 82.5% and 85.0% of maximum for 2023, pro-rated for time

where applicable. The Committee believes this is a fair reflection of the overall performance of the executive team during the year.

143Shaftesbury Capital PLC | 2023 Annual Report

Summary of Executive Directors’ annual bonuses (Audited)

Executive Director

Cash

60%

Deferred shares

40% Total

Ian Hawksworth £538,313 £358,875 £897,188

Situl Jobanputra £391,950 £261,300 £653,250

Chris Ward

£317,480 £211,653 £529,133

Michelle McGrath

£60,362 £40,241 £100,603

1. Bonuses relate to time served on the Board. For Michelle McGrath: 1 January to 6 March 2023. For Chris Ward: 6 March to 22 December 2023.

2.3 Long-term incentive outcomes for 2023 (Audited)

As set out in detail in last year’s report, and provided here for completeness, on the merger the Capco and Shaftesbury businesses

were combined through Capco issuing shares to Shaftesbury shareholders in exchange for shares in Shaftesbury. In agreeing the

structure of the merger, the Capco and Shaftesbury Boards determined that this structure was in the best interests of shareholders

as opposed to Shaftesbury, the larger company, issuing its shares to acquire Capco. As the Capco Performance Share Plan (“PSP”)

rules permitted the Committee to treat the merger as equivalent to a takeover, and the Committee sought to create equality of

treatment for all employees, the Committee determined that the outstanding PSP awards should vest.

The Committee considered the extent to which the Capco share awards should be permitted to vest, having regard to any

performance conditions and employment requirements attached to those awards. The Capco Remuneration Committee and the

Shaftesbury Remuneration Committee were requested by financial advisers to make these assessments at the time that the ratio

ofCapco to Shaftesbury shares for the all-share merger was calculated, to ensure that as accurate a ratio as was possible could

bedetermined, and that one group of shareholders was not disadvantaged over the other.

The Committee assessed the relative Total Shareholder Return and relative Total Return performance conditions attaching to

the2021 and 2022 PSP awards having regard to the relative TSR ranking shortly before the time it made its decision and analysts’

projections at that time for the Total Return of the peer companies for the end of each of the three-year performance periods.

Itthen reflected on the fact that reducing the PSP awards for early vesting would permanently deprive the recipients of some of the

shares they had expected to receive if they had remained with Capco until the end of each three-year performance period, as the

PSP Rules did not permit the granting of replacement awards to compensate for these lost share awards.

Finally, the Committee reflected on whether the resultant level of vesting was reasonable and appropriate in the circumstances,

considering all of Capco’s stakeholders. The outcome of the Capco Committee’s deliberations was that on completion of the

merger, the 2021 PSP award should vest at 63 per cent (between median threshold and upper quartile full vesting) and the 2022

PSP award top quartile full vesting but scaled back by a third to 66.7 per cent to reflect its early vesting date, and the performance

conditions applying to these awards were determined at these levels to reflect this assessment. These vesting percentages and the

25 per cent vesting of the 2020 award were set out in last year’s remuneration report and summarised in the prospectus for the

merger transaction, with both the report and the transaction approved by shareholders. The overall vesting of the 2020, 2021 and

2022 awards resulted in approximately 53 per cent of the aggregate number of share awards vesting. To reflect the early vesting

of these awards, the Capco Executive Directors agreed to retain half of the post-tax value of shares that vested from these three

awards for a period of two years. Chris Ward also agreed to retain half of the post-tax value of his Shaftesbury LTIP awards that

vested as a result of the merger.

2021 awards (disclosed in 2023 single figure)

Number of

awards granted

Performance

assessment

Value of shares

at vesting

(£)

Dividend

equivalents

(£)

Value of vested

awards (single figure)

(£)

Impact of share price

growth/(reduction)

(£)

Ian Hawksworth 1,143,129

63% of

maximum

896,613 14,898 911,511 (312,986)

Situl Jobanputra 759,109 595,406 9,893 605,299 (207,842)

Michelle McGrath 616,218 483,330 8,031 491,361 (168,719)

1. The value of awards at vesting is based on a share price of 124.5 pence.

2. Dividend equivalents have been calculated, using the price above, on a reinvestment basis.

2022 awards (disclosed in 2023 single figure)

Number of

awards granted

Performance

assessment

Value of shares

at vesting

(£)

Dividend

equivalents

(£)

Value of vested

awards (single figure)

(£)

Impact of share price

growth/(reduction)

(£)

Ian Hawksworth 1,221,945 100% based on

performance and

pro-rated down to

66.7%

1,014,721 13,816 1,028,537 (328,949)

Situl Jobanputra 811,597 673,962 9,176 683,138 (218,483)

Michelle McGrath 682,397 566,671 7,715 574,387 (183,702)

1. The value of awards at vesting is based on a share price of 124.5 pence.

2. Dividend equivalents have been calculated, using the price above, on a reinvestment basis.

Corporate Governance | Remuneration

144 Shaftesbury Capital PLC | 2023 Annual Report

2.4 Payments for loss of office (Audited)

Four Directors stepped down from the Board during the year and three Directors have stepped down since 31 December 2023.

Michelle McGrath

In connection with the merger with Shaftesbury PLC, Michelle McGrath stepped down as an Executive Director and joined the

Executive Committee of the Company with effect from completion of the merger on 6 March 2023. Michelle continues to receive her

contractual salary, pension and benefits and participates in the Company’s incentive arrangements.

Michelle’s bonus for the period of qualifying services as an Executive Director of the Company for the financial year ended 31

December 2023 is set out in the single figure table and associated disclosures. Michelle had interests in the 2021 and 2022 PSP

awards which have vested and have also been disclosed in the single figure table.

A contribution of £1,680 plus VAT was made in respect of fees incurred for legal advice regarding her arrangements on stepping down as an

Executive Director of the Company. Other than the amounts disclosed above, Michelle is not eligible for any other loss of office payments.

Chris Ward

Chris Ward stepped down from the Board and ceased to be an employee on 22 December 2023.

In accordance with the Company’s Directors’ Remuneration Policy the payments and benefits have been paid or will be payable to

Chris following his cessation:

― A sum of £677,757 by way of payment in lieu of salary and certain contractual benefits (including pension, car allowance, life insurance,

health insurance, death in service pension and travel insurance) in respect of his 12 month notice period (commencing on 12 December

2023), to be paid in monthly instalments. He shall also be paid £20,000 in lieu of his accrued but untaken holiday.

― Chris held 1,381,753 nil-cost options under the Company’s Performance Share Plan 2017 (“PSP 2017”) which were granted to

him on 23 March 2023. As a good leaver, these awards have been pro-rated to reflect the proportion of the performance period

completed, and remain subject to the applicable performance conditions. Vested awards will accrue dividend equivalents and a

two-year post vesting holding period will apply.

― Chris will honour the commitments he made to hold a proportion of the Company shares which he received in exchange for

shares which vested under his legacy Shaftesbury PLC share awards in connection with the merger.

― 10,913 Sharesave options became exercisable for a period of six months from cessation, following which they will lapse if not exercised.

― £5,838 excluding VAT was paid directly to third-party service providers in respect of fees incurred for legal advice on stepping

down as an Executive Director of the Company.

Henry Staunton

Henry Staunton retired from his role as Chairman and Non-executive Director of the Company with effect from completion of the

merger with Shaftesbury PLC on 6 March 2023. Henry received his annual fee for his Chairman role on a pro-rata basis to the date

of his retirement, together with an additional fee of £71,000 in lieu of the fee during his three-month notice period and an additional

fee (as disclosed in the single figure table) to recognise the material increase in the time that Henry dedicated to his role as Chairman

and Non-executive Director over the period to completion of the merger with Shaftesbury PLC. Henry continued to remain in the

Company's private medical scheme for a period of three months following his retirement (being the length of his notice period) at a cost of

£4,683. No further remuneration payment will be made by the Company to Henry nor will any payment for loss of office be made.

Jonathan Lane

Jonathan Lane retired as a Non-executive Director of the Company with effect from completion of the merger with Shaftesbury PLC on

6March 2023. Jonathan received his annual Non-executive Director fee on a pro-rata basis to the date of his retirement, together with

anadditional fee of £7,067 during his one-month notice period and an additional fee (as disclosed in the single figure table) to recognise

the material increase in the time that Jonathan dedicated to his role as a Non-executive Director over the period to completion of the

merger with Shaftesbury PLC. No further remuneration payments will be made by the Company to Jonathan nor will any payment for

lossof officebe made.

2.5 Payments to previous Directors (Audited)

No payments to previous Directors in respect of relevant services were made during 2023.

145Shaftesbury Capital PLC | 2023 Annual Report

Directors’ Share Ownership and Share Interests

2.6 PSP and deferred bonus awards granted in 2023 (Audited)

2023 PSP awards

On 23 March 2023, the following PSP awards, structured as nil-cost options were granted to Executive Directors:

Scheme

Market price

on date of grant

Basis of award

Number

of awards

Face value

of awards

Percentage

vesting at

threshold

Performance

period end

Ian Hawksworth

PSP – nil cost

options

300% of salary

1,926,483 £2,175,000

25%

31 December

2025

Situl Jobanputra 112.9p 1,381,753 £1,560,000

Chris Ward 1,381,753 £1,560,000

1. The awards were granted at a price of 112.9p being the three-day average share price prior to grant.

2. Threshold vesting under each performance condition.

3. The performance period runs from 1 January 2023 to 31 December 2025.

The awards will become exercisable on 23 March 2026 and are subject to two performance criteria, each with a 50% weighting:

Threshold (25%) Maximum (100%)

Relative TSR v FTSE350 REITs (50%) Median Upper Quartile

Relative Total Accounting Return v FTSE350 REITs (50%) Median Upper Quartile

The Remuneration Committee retains the ability to exercise downward discretion when determining the vesting of the awards.

Deferred bonus awards

On 23 March 2023, deferred bonus awards were granted to the Chief Executive and Chief Financial Officer. These awards represent

the deferred element of the annual bonus awarded in respect of 2022 reported within the Company’s 2022 Annual Report.

Scheme

Market price

on date of grant

Basis of award

Number

of awards

Face value

of awards

Ian Hawksworth

Deferred bonuses – nil

cost options

112.9p

40% of 2022

annual bonus

356,864 £402,899

Situl Jobanputra 237,023 £267,599

1. The awards were granted at a price of 112.9p being the three-day average share price prior to grant.

2.7 Outstanding PSP and deferred bonuses (Audited)

Outstanding awards made under PSP

a) Annual PSP awards

1,2

Year granted

Option price

(pence) if any

Held at 1

January 2023

Granted during

the year

Exercised

during the year

Lapsed during

the year

Held at 31

December 2023

Exercisable

during or

between

Ian Hawksworth 2020 Nil 1,112,490 - 278,122 834,368 - -

2021 Nil 1,143,129 - 720,171 422,958 - -

2022 Nil 1,221,945 - 815,037 406,908 - -

2023 Nil - 1,926,483 - - 1,926,483 2026-2033

Situl Jobanputra 2020 Nil 738,763 - 184,690 554,073 - -

2021 Nil 759,109 - 478,238 280,871 - -

2022 Nil 811,597 - 541,335 270,262 - -

2023 Nil - 1,381,753 - - 1,381,753 2026-2033

Michelle McGrath 2020 Nil 514,030 - 128,507 385,523 - -

2021 Nil 616,218 - 388,217 228,001 - -

2022 Nil 682,397 - 455,158 227,239 - -

Chris Ward

2023 Nil - 1,381,753 - 932,936 448,817 2026-2033

Total 7,599,678 4,689,989 3,989,475 4,543,139 3,757,053

1. Subject to performance conditions that apply to awards made under the PSP as set out on page 149.

2. Subject to a two-year post-vesting holding period.

3. The share price on exercise was 124.5p.

4. Holdings as at 22 December 2023, being that date Chris Ward stepped down from the Board. Chris Ward also holds an option to acquire up to 10,913 Company

shares at an exercise price of 137.38p per share under the legacy Shaftesbury PLC Sharesave Scheme. In accordance with the scheme rules, this Sharesave option

became exercisable (to the extent of the accrued savings under the related savings contract as at the date of exercise) for six months from 22 December 2023,

following which it will lapse if not exercised.

Corporate Governance | Remuneration

146 Shaftesbury Capital PLC | 2023 Annual Report

b) Deferred bonus awards

Year granted

Option price

(pence) if any

Held at 1

January 2023

Granted during

the year

Exercised

during the year

Lapsed during

the year

Held at 31

December 2023

Exercisable

during or

between

Ian Hawksworth 2020 Nil 192,450 - 192,450 - - -

2022 Nil 171,782 - 171,782 - - -

2023 Nil - 356,864 - - 356,864 2026-2033

Situl Jobanputra 2018 Nil 58,289 - 58,289 - - -

2019 Nil 28,986 - 28,986 - - -

2020 Nil 124,161 - 124,161 - - -

2022 Nil 114,074 - 114,074 - - -

2023 Nil - 237,023 - - 237,023 2026-2033

Michelle McGrath 2022 Nil 92,601 - 92,601 - - -

Total 782,343 593,887 782,343 - 593,887

1. The share price on exercise was 124.5p per share.

2.8 Statement of Directors’ shareholding and share interests (Audited)

(a) Directors’ shareholdings

The beneficial interests in the shares of the Company for each Director who served during the 2023 financial year as at the later

of cessation of being a Director and 31 December 2023 (which are unchanged as at 28 February 2024, being a date not more than

one month before the date of the notice of Annual General Meeting) are set out in the table below. The Chief Executive is required

to achieve a shareholding in the Company equivalent to 300 per cent of salary and the Chief Financial Officer is required to achieve

a shareholding in the Company equivalent to 200 per cent of base salary, to be achieved by retaining at least 50 per cent of any

vested share awards (net of tax).

There is a post-cessation shareholding requirement of 200 per cent of salary for all Executive Directors, capturing vested annual

bonus awards made from 1 January 2022 (in respect of 2021) and all Performance Share Plan awards made from 1 January 2021.

The current shareholdings of the Executive Directors, and their value based on a share price of 138.1 pence, being the price of

a Shaftesbury Capital PLC share on 29 December 2023 (being the last day for trading during the year), are illustrated in the table

below. The shares which are included in these holdings are those held beneficially by the Director, their spouse or dependant family

members, shares held within ISAs, PEPs or pensions, shares that are subject to a pre-vesting holding period, such as deferred bonus,

and vested but unexercised awards. The latter three categories are included on a net of tax basis.

Value of Executive Director shareholdings and share

interests as at 31 December 2023 (Audited)

Directors’ shareholdings (including connected

persons) – 2023 and 2022 (Audited)

2023

Number

2022

Number

Executive Director

Ian Hawksworth

2,156,735 1,002,628

Situl Jobanputra

910,779 100,000

Non-executive Director

Jonathan Nicholls 192,970 –

Richard Akers 133,550 –

Jennelle Tilling 41,950 –

Ruth Anderson 16,780 –

Helena Coles 20,136 –

Charlotte Boyle 15,052 15,052

Anthony Steains – –

Former Director

Henry Staunton 350,000 350,000

Michelle McGrath 604,175 40,000

Jonathan Lane 500,000 450,000

Chris Ward 1,174,106 –

1. Excludes deferred bonus awards.

2. Henry Staunton, Jonathan Lane and Michelle McGrath stepped down from the

Board on 6 March 2023 in connection with the merger. Chris Ward stepped

down from the Board on 22 December 2023. Their shareholdings are based

on the shares held at the date of ceasing to be a director of the Company.

Situl Jobanputra

Ian Hawksworth

Actual holding as a % of base salary

Deferred bonus (net of tax) as a % of salary

Shareholding guideline

447%

275%

147Shaftesbury Capital PLC | 2023 Annual Report

(b) Directors’ share interests (Audited)

Details of Executive Directors’ share scheme interests, including information on share awards that were exercised or vested during

the year, are set out in the tables on pages 146 to 148.

(i) Summary of Executive Directors’ interests in shares and share schemes

Executive Director Shares held

Nil-cost option awards

in respect of deferred

bonus

Awards no longer

subject to performance

conditions

Nil-cost option awards,

subject to performance

conditions Total

Ian Hawksworth 2,156,735 356,864 - 1,926,483 4,440,082

Situl Jobanputra 910,779 237,023 - 1,381,753 2,529,555

Chris Ward

1,174,106 - - 448,817 1,622,923

Michelle McGrath

604,175 - - - 604,175

Total 4,845,795 593,887 - 3,757,053 9,196,735

1. The shareholdings and awards held by Michelle McGrath and Chris Ward are stated as at 6 March 2023 and 22 December 2023 respectively, being the dates they

stepped down from the Board. The Executive Directors at the end of the financial year have a total interest in 6,969,637 shares and awards.

The market price of Shaftesbury Capital PLC shares on 29 December 2023 (being the last day for trading during the year) was

138.1 pence and during the year the price varied between 102.5 pence and 139.2 pence.

2.9 Implementation of the Policy in 2024

Salary

As disclosed in the prospectus and in last year’s remuneration report, reflecting the increased scope that the roles of the Chief

Executive and Chief Financial Officer would be performing in the merged company, Ian Hawksworth and Situl Jobanputra’s salaries

were set at £725,000 and £520,000 respectively on completion of the merger. For 2024, effective from 1 January, the Chief Executive and

Chief Financial Officer received an increase of 3 per cent which compares to a wider workforce increase of 4.3 per cent.

The salaries for the Executive Directors are set out in the table below:

Executive Director salaries – 2023 and 2024

2024 2023 Per cent increase

Ian Hawksworth £747,000 £725,000 3.0

Situl Jobanputra £536,000 £520,000 3.0

Pension and benefits

Executive Directors receive a pension contribution of 17.5 per cent of salary which is aligned with the workforce contribution rate

and benefits as described in the Remuneration Policy on page 133.

Annual bonus

Opportunity

The annual bonus opportunity will remain unchanged for 2024 at 150 per cent of salary with 40 per cent of any bonus awarded to be

deferred into shares for three years.

Performance conditions

For 2024, the three financial measures will remain unchanged from previous years. The Committee considers EPRA NTA per share,

EPS and Total Property Return to be well aligned with shareholders. However, for 2024, the weightings have been amended slightly

to reflect the increased focus on cost management and earnings in 2024.

Performance conditions Weighting Description

EPRA Net Tangible Assets per share 25/75 A key measure driving the long-term potential of our assets

Underlying Earnings per Share 30/75 Rewards value growth in net rental income as well as managing costs.

Upweighted to reflect the importance of delivering cost savings and

operating efficiencies

Relative Total Property Return 20/75 Rewards the additional portfolio value created by management over and

above any changes in value from tracking the property market as a whole,

as measured by the widely-used MSCI Total Return All Property Index

The remaining 25% of the bonus will be based on corporate and sustainability objectives.

Corporate Governance | Remuneration

148 Shaftesbury Capital PLC | 2023 Annual Report

The TPR target is included in the Company’s KPIs on page 16. The KPIs are in part dependent upon the occurrence of certain

discrete events. Therefore, whilst the outperformance targets that apply to the long-term incentives are disclosed, the Board has

decided that as the Group operates in specific locations within the competitive central London property market, prospective

disclosure of specific short-term NTA and EPS targets, or non-financial performance targets, would provide a level of information

to counterparties that could prejudice the Company’s commercial interests. The Committee will publish the performance targets

retrospectively once they have ceased to be commercially sensitive, which is expected to be when the bonus amounts are

determined.

Further information on the Company’s KPIs can be found on pages 16 and 17.

Performance Share Plan

PSP awards of 300 per cent of 2024 salary will be made to each Executive Director as awards of nil-cost options. The performance

conditions and comparator group that will apply to these awards, and all outstanding awards, are set out in the tables below.

Performance conditions for PSP awards

Threshold (25%) Maximum (100%)

TAR v FTSE 350 REITs (50 per cent) Median Upper Quartile

TSR v FTSE 350 REITs (50 per cent) Median Upper Quartile

Use of market purchased shares

The rules of the Performance Share Plan provide the Board with flexibility on whether the shares awarded will ultimately be delivered

by issuing new equity, or purchasing shares on the stock market. In deciding whether to issue or purchase shares the Board will

consider a number of factors with a view to minimising dilution of shareholders’ interests; these include whether and by how

much the shares are trading at a discount/premium to Net Tangible Assets, Group liquidity and market outlook. If there is sufficient

liquidity and shares are trading at a discount to Net Tangible Assets then it is expected that shares would be purchased rather than

issued. It is confirmed that the share awards made in 2023 are expected to be settled using shares purchased in the market. Dueto

the exceptional circumstances of the merger, it was not possible for the Company’s Employee Benefit Trust to acquire market

purchased shares to satisfy the awards that vested prior to completion. Newly issued shares representing c. 0.3 per cent of the

post-completion share capital were therefore used to satisfy these awards.

Chairman and Non-executive Director remuneration

The Committee reviews the Chairman’s fee and the remuneration of the Non-executive Directors is considered by the Chairman

andthe Chief Executive. The fees paid to the Chairman and Non-executive Directors are reviewed annually, although fees may not

be increased every year. Jonathan Nicholls’ fee as Chairman was set at the same level as his predecessor at £284,000 (which was

not increased since 1 May 2020). The Committee has reviewed this fee and set the fee at £310,000 with effect from 1 May 2023,

which reflects the increased size and scale of the Group post-merger and Jonathan’s time commitment in fulfilling the role.

The Board (excluding the Non-executives) reviewed Non-executive Director fee levels during the year which were last reviewed in

May 2020 and taking into account market data, the following fees were agreed with effect from 1 May 2023:

― Fees for the Non-executive Directors were increased from £55,000 to £65,000 per annum.

― Supplementary fees for chairing the Audit and Remuneration Committee of £20,000 per annum each and ESC Committee of

£17,000 per annum (increased from £16,300 per annum). The Chairman does not receive an additional fee for chairing the

Nomination Committee.

― Membership fee changed from being capped at two Committees (Audit, Remuneration and ESC) at £7,000 each and Nomination

Committee at £6,200 to a reduced membership fee of £5,000, with no cap on the number of Committees.

― The supplementary fee for the role of Senior Independent Director is unchanged at £13,400 per annum.

149Shaftesbury Capital PLC | 2023 Annual Report

Pay Comparison

2.10 Percentage change in Directors’ remuneration versus employee pay

The table below shows the year-on-year percentage change in the remuneration for the years ended 31 December 2023,

31 December 2022, 31 December 2021 and 31 December 2020 of each Director compared with the average percentage change in

remuneration for a comparator group of Shaftesbury Capital employees.

Salary/Fees (% change) Benefits (% change) Annual bonus (% change)

2023

2022 2021 2020 2023

2022 2021 2020 2023 2022 2021 2020

Executive Directors

Ian Hawksworth 8.28 3.75 0.79 2.92 32.26 10.71 7.69 – -10.92 42.23 N/A –100

Situl Jobanputra 15.42 3.76 1.67 7.18 40.00 –16.67 –4.00 4.17 -2.39 42.34 N/A –100

Non-executive Directors

Jonathan Nicholls N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Richard Akers N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Ruth Anderson N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Charlotte Boyle

54.12 – 1.19 1.20 N/A N/A N/A N/A N/A N/A N/A N/A

Helena Coles N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Anthony Steains

25.51 – 11.36 35.28 32.43 N/A –100.00 –80.49 N/A N/A N/A N/A

Jennelle Tilling N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Average employee

13.23 10.3 4.63 4.94 13.13 2.95 30.51 12.34 33.63 20.99 54.18 –69.47

1. Changes in Executive Directors’ salaries reflect the increased scope of roles following completion of the merger.

2. Changes in Executive Directors’ benefits reflect inclusion of permanent health insurance and life insurance in the 2023 figure in addition to increased cost of health

insurance. Due to the relatively small values of these amounts, small absolute increases can result in large percentage changes.

3. Percentage changes cannot be calculated for those Non-executive Directors who joined the Board on completion of the merger.

4. Fee increases are due to the additional one-off payments made in recognition of the additional workload placed on Non-executive Directors in completing the merger.

The increase in Anthony Steains’ benefits reflects travel to attend additional Board meetings.

5. As Shaftesbury Capital PLC has no direct employees, information for Group employees has been disclosed on a voluntary basis. To allow a meaningful comparison,

the analysis for employees is based on a consistent group of individuals for each comparison, being those employed by the Group at both 1 January and 31

December of each period, and has been calculated on a full-time equivalent basis. The Directors are excluded from the employee figures.

2.11 Chief Executive pay ratio

As Shaftesbury Capital has fewer than 250 employees, it is not legally required to report pay ratios. However, the ratios below are

disclosed on a voluntary basis.

The table below sets out the Chief Executive’s remuneration compared with the 25

, median and 75

percentile employee within

theemployee reference group as at 31 December 2023. Option A as defined in the Companies (Miscellaneous Reporting) Regulations

2018 was used to calculate the ratios, as this calculation methodology was considered to be the most accurate method. For 2023, the

employees included in the calculation are those employed by the Group at year end, on a full-time equivalent basis, and excluding

Shaftesbury PLC employees who joined in the year. The remuneration figures for employees other than Executive Directors have

been calculated using salaries payable from the April of the relevant year. The figure for Executive Directors’ remuneration is the

single figure of remuneration for each financial year.

Year Method 25

percentile pay ratio Median pay ratio 75

percentile pay ratio

2023 Option A 43.6:1 26.5:1 14.1:1

2022 Option A 31.0:1 17.3:1 10.9:1

2021 Option A 23.9:1 14.2:1 9.5:1

2020 Option A 14.4:1 7.9:1 6.0:1

The remuneration used to calculate the 2023 pay ratios is set out below.

Chief Executive

£000

percentile

£000

Median

£000

percentile

£000

Base salary 719 51 78 124

Total remuneration 3,723 85 141 264

Due to the relative weighting of variable remuneration for the Executive Directors, the pay ratios will be significantly smaller in years

when PSP awards do not vest. In addition, due to the Group’s relatively small number of employees, the ratios calculated may vary

between years as a result of employees joining or leaving the Company.

Corporate Governance | Remuneration

150 Shaftesbury Capital PLC | 2023 Annual Report

Total shareholder return

100

150

200

31 Dec

2013

31 Dec

2014

31 Dec

2015

31 Dec

2016

31 Dec

2023

31 Dec

2022

31 Dec

2021

31 Dec

2020

31 Dec

2019

31 Dec

2018

31 Dec

2017

FTSE 350 Real Estate Index Shaftesbury Capital

2.12 Chief Executive single figure of total remuneration history and TSR performance

The graph below shows the total shareholder return at 31 December 2023 of £100 invested in Capital & Counties Properties PLC

(now Shaftesbury Capital PLC) on 1 January 2014, compared with the FTSE 350 Real Estate Index. The Committee considers this

benchmark to be the most relevant benchmark for the Company’s performance.

The table below the graph shows, for each financial year, information on the remuneration of Ian Hawksworth, who has been Chief

Executive since 2010.

Financial year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Single figure £’000 3,396 3,275 918 1,307 991 1,566 813 1,510 2,121 3,723

Annual bonus % of max 96.73 91.25 21.25 61.60 23.75 83.33 0 73.75 100.00 82.50

MSP vesting % of max 93.1 40 or 80

0 0 0 N/A N/A N/A N/A N/A

PSP vesting % of max 93.1 60 0 0 0 0 0 0 25 63 and 66.7

1. Depending on the award. Please refer to 2015 Annual Report for more information.

2. PSP vesting based for the 2021 and 2022 PSP awards. Note that awards were also subject to pro-rating for time.

2.13 Relative importance of the spend on pay

The bar graphs below illustrate dividends paid and total employee pay expenditure (this includes pension, variable pay, and

national insurance) for the financial years ended 31 December 2022 and 31 December 2023, and the year-on-year change in each.

The disclosure is based solely on Capco/Shaftesbury Capital pre- and post-merger and does not take into account Shaftesbury’s

dividends and employee spend. The aforementioned measures are those prescribed by the remuneration disclosure regulations;

however, they do not reflect Shaftesbury Capital’s KPIs, which are explained on pages 16 and 17. Accordingly, bar graphs showing

Shaftesbury Capital’s one-year TPR and TAR are also included.

Total property

return (%)

Dividends (£m)

Total accounting

return (%)

Employee costs (£m)

2.2

2.8

2023

2022

43.8

15.3

2023

2022

5.8

-13.6

2023

2022

25.1

17.7

2023

2022

1. £1.9 million of the total dividend paid during 2023 was retained by a Group controlled entity following the dividend threshold test as set out in the

exchangeable bond conditions.

151Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Remuneration

Remuneration Committee adviser and voting

2.14 Independent adviser to the Remuneration Committee

During the year, the Committee undertook a competitive tender exercise and appointed FIT Remuneration Consultants LLP (‘FIT’)

as its independent remuneration adviser. Prior to FIT, the Committee was advised by Korn Ferry, During the year, the Committee

received advice on matters including a review of the Directors’ remuneration policy, including remuneration structure, incentive

design, the choice of incentive measures and target setting from its advisers. FIT and Korn Ferry are both members of the Remuneration

Consultants Group and each adheres to its code of conduct. The Committee has received confirmation of independence from

both FIT and Korn Ferry, and is satisfied that the advice received was objective and independent. In addition to advice provided

to the Committee, Korn Ferry provided share award valuation services, and FIT provided share award valuation and share plan

implementation services to the Company. During 2023, the Company was charged a total of £64,190 by FIT and £63,060

by Korn Ferry in respect of advice to the Committee. Fees were charged on a time spent basis.

2.15 Shareholder voting

The table below shows the results of the advisory vote on the 2022 Directors’ Remuneration Report at the 2023 AGM and the

binding vote on the current Remuneration Policy at the 2023 AGM.

Voting on Remuneration Policy and Remuneration Report at the 2023 AGM

Year Votes for % for Votes against % against Total votes cast

Votes withheld

(abstentions)

2023 Approval of Remuneration Report 1,312,086,833 91.45 122,652,343 8.55 1,434,739,176 10,796,253

2023 Approval of Remuneration Policy 1,279,525,790 89.18 155,218,849 10.82 1,434,744,639 10,790,790

This Remuneration report has been approved for issue by the Board of Directors on 28 February 2024.

Richard Akers

Chair of the Remuneration Committee

152 Shaftesbury Capital PLC | 2023 Annual Report

Directors’ report

The Directors present their Annual

Report and the audited consolidated

financial statements for the year ended

31December2023.

Additional disclosures

Certain Directors’ Report disclosures, including a number of

those required under the Companies Act 2006, Schedule 7,

Large and Medium-sized Companies and Groups (Accounts

and Reports) Regulations (as amended), the Listing Rules and

Disclosure and Transparency Rules, have been incorporated

into this Directors’ Report by reference and can be found within

the following sections of the Annual Report:

Page

Strategic Report (which includes information on likely future

developments for the business) including:

Inside

cover

Chief Executive’s statement 10

Purpose-led strategy and business model 14

Key performance indicators 16

Portfolio and operating review 18

Stakeholder engagement 40

People and culture 46

Financial review 48

Effective risk management 59

Principal risks and uncertainties 61

Task Force on Climate-related Financial Disclosures 66

Viability statement 75

Sustainability (which includes information on the Group’s

environmental and sustainability, and community matters,

the Group’s required disclosures on greenhouse gas

emissions, energy consumption and energy efficiency activities)

Section 172(1) statement 108

Non pre-emptive issue of equity 201

Interests in significant contracts 203

Company status and listings

With effect from 6 March 2023, on completion of the merger

with Shaftesbury, the Company changed its name from Capital

& Counties Properties PLC to Shaftesbury Capital PLC. The

Company has a primary and premium listing on the London

Stock Exchange main market and a secondary listing on the

Johannesburg Stock Exchange. For the purposes of its listing

on the Johannesburg Stock Exchange, the Company maintains

an overseas branch register in South Africa. TheCompany’s

secured exchangeable bonds due 2026 arelisted on the

Frankfurt Stock Exchange.

Directors

The Directors of the Company who held office during the year and

up to the date of signing the financial statements were as follows:

Chairman: Jonathan Nicholls

Executive Directors: Ian Hawksworth

Situl Jobanputra

Non-executive Directors: Richard Akers

Ruth Anderson

Charlotte Boyle

Biographies of each current Director can be found on

pages 96 and 97.

Details of current Directors, and other Directors who served

during the year and prior to the date of signing the financial

statements alongside details of each Director’s interests in the

Company’s shares are set out in the Directors’ Remuneration

Report which is incorporated by reference to this report and

can be found on pages 127 to 152.

The powers of the Directors are determined by UK legislation

and the Company’s Articles of Association, together with any

specific authorities that shareholders may approve from time

to time.

The rules governing the appointment and replacement

of Directors are contained in the Company’s Articles and

UK legislation. In compliance with the 2018 UK Corporate

Governance Code, all the current Directors will retire from

office and will offer themselves for re-election at the 2024

Annual General Meeting.

Compensation for loss of office

The Company does not have any agreements with any Executive

Director or employee that would provide compensation for loss

of office or employment resulting from a takeover, except that

provisions of the Company share schemes may cause share

options and awards to vest on a takeover.

Directors’ conflicts of interest

The Company has procedures in place for the management

of conflicts of interest. Should a Director become aware that

they, or a connected party, have an interest in an existing or

proposed transaction with the Group, they should notify the

Company Secretary before the next meeting or at the meeting.

Directors have a continuing obligation to notify any changes to

their potential conflicts.

153Shaftesbury Capital PLC | 2023 Annual Report

Corporate Governance | Directors’ report

Directors’ indemnities and insurance

In accordance with the Company’s Articles of Association,

the Company has indemnified the Directors to the full extent

allowed by law. TheCompany maintains Directors’ and

Officers’ liability insurance, which is reviewed annually.

Articles of Association

Changes to the Articles of Association must be approved by

shareholders in accordance with the Companies Act 2006 and

the requirements of the 2018 UK Corporate Governance Code.

Dividends

The Directors have proposed the following dividends:

Interim dividend paid on

18September 2023

1.5p per ordinary share

Proposed final dividend

to be paid on 31 May 2024

1.65p per ordinary share

Total dividend for 2023 3.15p per ordinary share

The proposed final dividend (of which 0.65 pence will be paid as a

Property Income Distribution (“PID”) and 1.0 pence will be paid as

an ordinary dividend) will be paid on 31 May 2024 to shareholders

whose names are on the register on 26 April 2024. The interim

dividend was paid wholly as an ordinary dividend.

Capital structure

Details of the Company’s issued ordinary share capital,

including details of movements in the issued share capital

during the year, and authorities to issue or repurchase shares

are shown below and in note 27 to the financial statements on

page 201. Each share carries the right to one vote at general

meetings of the Company. The Company was granted authority

at the 2023 AGM to make market purchases of its own ordinary

shares. This authority will expire at the conclusion of the 2024

AGM, or, if earlier, on 15 September 2024, and a resolution will

be proposed to seek further authority. No ordinary shares were

purchased under this authority during the year or in the period

from 1 January 2024 to 28 February 2024.

At 28 February 2024, the Company had an unexpired authority

to repurchase shares up to a maximum of 182,481,970 shares

with a nominal value of £45.6 million, and the Directors had an

unexpired authority to allot up to a maximum of 1,216,546,468

shares with a nominal value of £304.1 million of which

608,273,234 shares with a nominal value of £152.1 million can

only be allotted pursuant to a rights issue.

There are no specific restrictions on the transfer of shares

beyond those standard provisions set out in the Articles of

Association. No shareholder holds shares carrying special

rights with regard to control of the Company.

Use of financial instruments

Information on financial risk management objectives and

policies, including hedging policies, and exposure of the

Company in relation to the use of financial instruments,

can be found in note 25 on pages 195 to 200.

Change of control provisions

There are a number of agreements which (should consent not

be obtained from the counterparty to a change of control)

alteror terminate upon a change of control of the Company.

The £350 million Shaftesbury Capital facility, the Covent

Garden £300 million facility and £475 million loan notes, the

£450 million Shaftesbury AV Limited facility, and the £134.75

million Shaftesbury CL Limited facility contain provisions

requiring outstanding facilities to be repaid on a change of

control. The £275 million exchangeable bonds (due to be repaid

in 2026) provide bondholders the right of early redemption on

a change of control, subject to certain exceptions.

The Longmartin investment and Lillie Square development

joint venture both contain provisions which are triggered by a

change of control. The Performance Share Plan (“PSP”) includes

provisions relating to the treatment of awards in the event of a

change of control.

Substantial shareholdings

The significant holdings of voting rights in the share capital of

the Company notified to the Financial Conduct Authority and

disclosed in accordance with Disclosure and Transparency

Rule 5, as at 28 February 2024, being a date not more than one

month before the date of the Notice of Annual General Meeting,

are shown in the table below.

Substantial shareholdings, disclosed as at 28 February 2024

Holder

Shares held at time of

last notification

Percentage held at time

of last notification

Nature of holding

Date of last DTR 5

notification

Norges Bank 459,649,804 23.53% Direct interest 8 March 2023

BlackRock, Inc. 109,083,558 5.58% Indirect interest 11 January 2024

1. Notified holdings are calculated with reference to the total issued share capital on the date the threshold was reached. This figure includes 128,350,793 ordinary

shares held as security by a Group entity under the terms of the £275 million exchangeable bond and while held by a Group entity will not vote.

154 Shaftesbury Capital PLC | 2023 Annual Report

Corporate governance statement

The information fulfilling the requirements of the corporate

governance statement, including the requisite disclosures in

relation to diversity, can be found on pages 94 to 152, which

should be deemed to be incorporated within this Directors’

Report, and in the share capital note on page 201. Application

of the Principles of the UK Corporate Governance Code 2018

(the“2018 Code”) can be found on pages 94 to 152. Full details

of the 2018 Code can be found on the Financial Reporting

Council’s website at https://www.frc.org.uk.

Employees

Information on Group employees, and engagement with

employees during the year, can be found on pages 42 and 43,

46 and 47 and in note 6 on page 180.

Engagement with stakeholders

Information on the ways in which the Directors have regard

to the need to foster the Company’s business relationships

with stakeholders, including suppliers, customers and others,

andthe effect of that regard on principal decisions taken

by theCompany is set out in our Stakeholder engagement

sectionon pages 40 to 45 and 108 and 109 of this report.

Political donations

The Company did not make any political donations during the

year (2022: nil).

The environment

Details of the Group’s Environment, Sustainability and

Community (“ESC”) Strategy and its aims and activities are set

out on pages 78 to 91, and further information is available on

the Company’s website at: https://www.shaftesburycapital.

com/en/responsibility/our-approach.html

Going concern

As set out on page 58, the Directors have a reasonable

expectation that the Company and the Group will have adequate

resources to meet both ongoing and future commitments over

a period of at least 12 months from the date of approval of the

financial statements. Accordingly, they continue to adopt the going

concern basis in preparing the Annual Report.

Disclosure to auditors

So far as the Directors are aware, there is no relevant audit

information of which the auditors are unaware and each

Director has taken all steps that he or she ought to have taken

as a Director, in order to make himself or herself aware of any

relevant audit information, and to establish that the auditors

are aware of that information. This confirmation is given in

accordance with section 418 of the Companies Act 2006.

Independent auditors

The Board has recommended that PricewaterhouseCoopers

LLP, who have indicated their willingness to continue in office,

bereappointed as the Company’s independent auditors and

a resolution seeking PwC’s reappointment will be proposed

atthe forthcoming Annual General Meeting. The external

auditcontract was last put out to competitive tender in 2019.

Under current regulations, the Company is required to retender

the external audit contract by no later than the 2030 financial year.

Events after the reporting period

Details of events after the reporting period can be found in

note 34 of the financial statements on page 206.

Annual General Meeting

The 2024 Annual General Meeting of the Company will be held

on 23 May 2024. The Notice of Meeting will contain the specific

details, and, together with an explanation of the business to

be dealt with at the meeting, will be included as a separate

document sent to shareholders via electronic or hard copy

means dependent on their election. The Notice of Meeting will

be issued to shareholders at least 20 working days before the

meeting, and will also be made available on the Company’s

website. Shareholders are requested to check the Company’s

website for the latest details concerning the 2024 AGM.

By Order of the Board.

Desna Martin

Group Company Secretary

28 February 2024

155Shaftesbury Capital PLC | 2023 Annual Report

Financial statements

Shaftesbury Capital PLC | 2023 Annual Report and Accounts 156

Directors’ responsibilities

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law

and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have

prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards.

Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the

financial statements, the Directors are required to:

– select suitable accounting policies and then apply them consistently;

– state whether applicable UK-adopted international accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements;

– make judgements and accounting estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company

will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and

Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and

enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information

necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Corporate Governance section of the Annual Report confirm

that, to the best of their knowledge:

– the Group and Company financial statements, which have been prepared in accordance with UK-adopted international

accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and Company,

and of the profit of the Group; and

– the Strategic report includes a fair review of the development and performance of the business and the position of the

Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each director in office at the date the Directors Report is approved:

– so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are

unaware; and

– they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant

audit information and to establish that the Group’s and Company’s auditors are aware of that information.

The financial statements on pages 165 to 226 were approved by the Board of Directors on 28 February 2024 and signed on its

behalf by:

Ian Hawksworth Situl Jobanputra

Chief Executive Chief Financial Officer

28 February 2024

156 Shaftesbury Capital PLC | 2023 Annual Report

Financial statements

Shaftesbury Capital PLC | 2023 Annual Report and Accounts 156

Directors’ responsibilities

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law

and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have

prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards.

Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the

financial statements, the Directors are required to:

– select suitable accounting policies and then apply them consistently;

– state whether applicable UK-adopted international accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements;

– make judgements and accounting estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company

will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and

Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and

enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information

necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Corporate Governance section of the Annual Report confirm

that, to the best of their knowledge:

– the Group and Company financial statements, which have been prepared in accordance with UK-adopted international

accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and Company,

and of the profit of the Group; and

– the Strategic report includes a fair review of the development and performance of the business and the position of the

Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each director in office at the date the Directors Report is approved:

– so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are

unaware; and

– they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant

audit information and to establish that the Group’s and Company’s auditors are aware of that information.

The financial statements on pages 165 to 226 were approved by the Board of Directors on 28 February 2024 and signed on its

behalf by:

Ian Hawksworth Situl Jobanputra

Chief Executive Chief Financial Officer

28 February 2024

www.shaftesburycapital.com

Independent auditors’ report

to the members of Shaftesbury

Capital PLC

Report on the audit of the financial statements

Opinion

In our opinion, Shaftesbury Capital PLC’s Group financial statements and Company financial statements (the “financial statements“):

– give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2023 and of the Group’s

profit and the Group’s and Company’s cash flows for the year then ended;

– have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance

with the provisions of the Companies Act 2006; and

– have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company

balance sheets as at 31 December 2023; the Consolidated income statement, the Consolidated statement of comprehensive

income, the Consolidated and Company statements of changes in equity and the Consolidated and Company statements of

cash flows for the year then ended; and the notes to the financial statements, which include a description of the significant

accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)“) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were

not provided.

Other than those disclosed in Note 6 (c), we have provided no non-audit services to the Company or its controlled undertakings

in the period under audit.

Our audit approach

Overview

Audit scope

–

We audited the complete financial information of the Group, which comprises the West End property

portfolio and the Group’s share of joint ventures and associates

Key audit matters

– Valuation of investment property (Group)

–

Valuation of the acquired assets and liabilities of Shaftesbury PLC (Group)

–

Valuation of investment in Group companies and amounts owed by subsidiaries (Company)

Materiality

– Overall Group materiality: £52.1 million (2022: £23.5 million) based on 1 per cent of total assets

–

Overall Company materiality: £37.4 million (2022: £23.1 million) based on 1 per cent of total assets

–

Performance materiality: £39.1 million (2022: £17.6 million) (Group) and £28.1 million (2022: £17.3 million) (Company)

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

157Shaftesbury Capital PLC | 2023 Annual Report

Financial statements | Independent auditors’ report

158 Shaftesbury Capital PLC | 2023 Annual Report

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not

due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results

of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Valuation of the acquired assets and liabilities of Shaftesbury PLC is a new key audit matter this year. Application of the IFRS

Interpretations Committee Agenda Decision in relation to lessor forgiveness of lease payments was a key audit matter last year due

to it being a revised accounting policy application, and is no longer included. Otherwise, the key audit matters below are consistent

with last year.

Key audit matter

How our audit addressed the key audit matter

Valuation of investment property (

Group)

Refer to the Audit Committee report and notes 1, 7, and 14 of the

financial statements.

The valuation of the Group

’s investment property is the key component

of the net asset value. The result of the revaluation this year was a loss of

£68.5 million (2022: £0.8 million loss) as set out in notes 7 and 14, which is

accounted for within

‘Loss on revaluation and sale of investment property’ in

the Group

’s Consolidated income statement.

The Group engages third party real estate valuation experts (

“third party

valuers

”) to support them with determining the fair value of the Group’s

properties. These valuers were

engaged to perform valuations in

accordance with the Royal Institution of Chartered Surveyors Valuation

–

Professional Standards (

“RICS“).

The Group

’s property portfolio comprises mixed use investment property

(including retail, food and beverage, office and residential) in London

’s West

End, and these properties are not uniform in nature. There are a number

of different assumptions made by the Group

’s third party valuers, CBRE (for

the Covent Garden properties) and Cushman & Wakefield (for the remainder

of the West End wholly

-owned property portfolio), in determining fair value.

The assumptions on which the property values are based are influenced

by tenure and tenancy details, prevailing market yields and the estimated

rental values for each

property. Macroeconomic factors and uncertain

market conditions also impact the valuation of investment property.

In addition, the valuation of the investment property is particularly subjective

given the current macroeconomic conditions. There is also growing scrutiny

on the valuation of assets given the potential impacts of climate change.

Accordingly we identified

this area as a key audit matter. The focus of our

work was on the Investment property financial statement line item, but we

also perform similar procedures over property assets held as owner

occupied and within joint ventures and associates.

Assessing the

third party valuers’ expertise and objectivity

We assessed the competence and capabilities of the valuers and verified

their qualifications. The valuers are reputable and established real estate

valuation firms. We also assessed their independence by discussing the

scope of their work and reviewing the

terms of their engagement for unusual

terms or fee arrangements. Based on this work, we are satisfied that the

valuers were independent and competent and the scope of their work was

appropriate.

We engaged our own auditors

’ real estate valuation experts who are qualified

chartered surveyors with relevant market knowledge to support our audit

procedures. This included reading the external valuation reports prepared

by CBRE, Cushman & Wakefield, and the other valuers engaged to undertake

property valuations for the Group

’s joint ventures and associates. Our audit

experts also attended meetings with the third party valuers to discuss and

challenge assumptions applied, supporting the audit team with identifying

where additional audit evidence was required. Our audit experts also

confirmed that the valuati

on approaches applied by the third party valuers

were in accordance with the RICS standards and

in accordance with IFRS 13,

and therefore suitable for use in determining the fair value of investment

property for the purpose of the financial statements.

Data provided to the

third party valuers

For investment properties the key data that management provides to

the third party valuers is tenancy schedules. These contain information

for each property of leases, square footages, use and other details. We

tested a sample of this data to ensure it was complete and accurate.

Assumptions and estimates used by the

third party valuers

With the assistance of our own valuation experts, we met with the third party

valuers independently of management and gained an understanding of the

valuation methods and assumptions used. The nature of assumptions used

varied across the portfolio dependin

g on the nature of each property, but

they included estimated investment yields and rental values, and factored in

void rates and rent free periods.

We utilised independent sources of information to develop our own ranges

of the expected yields and capital value movements for each property

in the portfolio, based on their individual uses and locations. This allowed us

to identify assumptions and property capital value movements outside of our

expected range, and therefore focus our audit challenge on understanding

the reasons for these (from

third party valuers and management) and

obtaining further audit evidence. For the Group

’s

largest properties (

by capital value) we also made specific enquiries

of the third party valuers on the basis for key assumptions and obtained

audit evidence to support these.