2025 Annual Report

Shaftesbury Capital PLC

The leading central London

mixed-use REIT.

Our property portfolio extends to 2.8 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, apartments and offices, our destinations

include the high-footfall, thriving neighbourhoods of Covent Garden,

Carnaby, Soho and Chinatown. Our properties are close to the main West

End Underground stations and transport hubs for the Elizabeth Line.

Strategic report

The sections of the Annual Report which make up the Strategic report

are set out below. The Strategic report has been approved for issue

by the Board of Directors on 24 February 2026.

On behalf of the Board

Ian Hawksworth, Chief Executive

Impossible-to-replicate portfolio in the heart

ofLondon’s WestEnd

Investing in the West End 4

What sets us apart 6

The year in review7

Chief Executive’s statement 8

Our strategy 12

Our business model 13

Measuring performance 1

Our portfolio 16

Stakeholder engagement 37

Financial review 42

Risk management 49

Non-financial and sustainability information statement 70

Sustainability 72

Our people and culture 87

Health, safety and security 89

Corporate governance

Financial statements

151

Additional information

199

Contents

Visit us online to learn more about

our business and portfolio

www.shaftesburycapital.com

Presentation of information

The property level information set out within the Annual Report, including valuation and rental data, reflects

the portfolio under management at 100 per cent.

Following the sale of the 25 per cent non-controlling interest in the Covent Garden

estate during 2025,

management now considers the financial information for the business principally on a Group share basis with

the non-controlling interest removed on a line-by-line basis. The key financial performance indicators are

also

presented on this basis. Further details of alternative performance measures are included on page 199.

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report Corporate governance Financial statements Additional information

Our impossible-to-replicate portfolio of over 600 buildings captures the

rhythm of this extraordinary city. From the lights of Carnaby and the buzz

of Soho to the heritage of Covent Garden and the colour of Chinatown,

every part of our estate beats with the life of London. Footfall flows through

our streets seven days a week, driven by the constant evolution that keeps

the West End at the centre of global attention.

These destinations benefit from exceptional connectivity, and form an

impossible-to-replicate portfolio, connected by culture and commerce.

These places don’t just attract people, they generate value. Leasing demand

is strong and our stewardship continues to unlock the potential of our

assets. We invest with purpose, protecting the character of the West End

while preparing it for the future. By nurturing the unique character of our

West End portfolio, positioning it for growth, we are committed to

strengthening London’s most vibrant mixed-use districts and delivering

sustainable returns for shareholders.

Creating vibrant

destinations

London’s West End is one of the world’s

most dynamic urban environments, alive

with energy, creativity and culture. It is

where people come to meet, shop, dine,

work and stay.

Shaftesbury Capital PLC | 2025 Annual Report 1

Strategic report Corporate governance Financial statements Additional information

Impossible-to-replicate portfolio

in the heart of London’s West End

Represents percentage of the portfolio

under management

Our property portfolio under management

extends to 2.8 million square feet of lettable

space across the most vibrant areas

ofLondon’s West End.

£5.4bn

Portfolio valuation

33%

Food & beverage

19%

Office

12%

Residential

36%

Retail

Portfolio breakdown

Shaftesbury Capital PLC | 2025 Annual Report 2

Strategic report Corporate governance Financial statements Additional information

Impossible-to-replicate portfolio in the heart of London’s West End continued

Vibrant destinations

The creative heart of London

Covent Garden, defined by Inigo Jones’s

1630s piazza, blends historic culture, arts,

retail and dining, attracting global visitors

year round.

London’s landmark of experience

Carnaby Street, within historic Soho, rose

toglobal fame in the 1960s as a centre

offashion and music, shaping London’s

enduring cultural and creative heritage.

Authenticity with global appeal

London’s Chinatown, established in the

1950s, is now Europe’s largest: a vibrant

cultural enclave celebrating East and

Southeast Asian heritage, enriching London’s

diversity.

52%

of the value of the portfolio under

management

42m

Annual footfall*

63m

Annual footfall*

42m

Annual footfall*

34%

of the value of the portfolio under

management

14%

of the value of the portfolio under

management

£2.8bn

Valuation

£1.8bn

Valuation

£0.8bn

Valuation

* MRI OnLocation footfall counters

Shaftesbury Capital PLC | 2025 Annual Report 3

Strategic report Corporate governance Financial statements Additional information

Investing to create thriving destinations

inLondon’s West End where people enjoy

visiting, working and living.

The West End offers unique long-term strengths, with

awide variety of retail, leisure and food & beverage

experiences, and is a globally recognised location for

education, i

nnovation and commerce.

Our impossible-to-replicate portfolio of heritage

properties within the West End consists of vibrant,

pedestrian-centric locations, with consistently high

occupancy

, and low capital requirements, which

together support reliable, growing long-term cash

flows underpinned by long-term resilience and

enduring global appeal.

Investing in the West End

within a

10 mins

walking radius to our portfolio

There are

21,000

hotel rooms

We are surrounded by some

of London’s busiest stations

Oxford Circus

Bond Street

Tottenham Court Road

Piccadilly Circus

Covent

Garden

Leicester

Square

Charing

Cross

Totalling over

160m

journeys a year

and an average dwell

time of

102 mins

c.150m

theatres in the

West End

and

553,000

workers

Our portfolio has an

annual footfall of

almost

Carnaby | Soho

Chinatown

Covent Garden

Source data: CACI, Colliers, London Theatre Direct, MRI, Transport for London.

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Strategic report Corporate governance Financial statements Additional information

Strong growth through our digital channels

1.6m

Combined followers

149k new followers in 2025

Social channels

2.2m

Tagged user generated content

280k

Email subscribers

12% increase in subscribers

85.5m

Organic social impressions

20% increase year-on-year

26m

Video views

36% increase year-on-year

63m

annual footfall*

42m

annual footfall*

42m

annual footfall*

Investing in the West End continued

London*International* Domestic*

1.3m

Organic engagement

52% increase year-on-year

45%

25%

30%

* MRI OnLocation footfall counters

* CACI

Shaftesbury Capital PLC | 2025 Annual Report 5

Strategic report Corporate governance Financial statements Additional information

What sets us apart

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

Read more on page 49 ->

Employee

engagement

84%

EPRA loan-to-

value ratio

17%

Mixed-use income

streams from

c.640

buildings

Annual footfall

£5.9m

Social value

delivered

c.150m

Shaftesbury Capital PLC | 2025 Annual Report 6

Strategic report Corporate governance Financial statements Additional information

Underlying EPS

4.5p

2024: 4.0p

Basic earnings per share

18.7p

2024: 13.8p

L-f-L ERV growth

+6.2%

2025 ERV*: £270m

434 transactions

+10.3%

vs December 2024 ERV

85%

Commercial assets EPC A-B by ERV

Low vacancy

2.6%

ERV available to let

L-f-L AGI growth

+5.3%

2025 AGI*: £215m

EPRA LTV

17%

2024: 27%

Net debt to EBITDA

6.6x

2024: 10.9x

Employee engagement

84%

2024: 82%

The year in review

L-f-L valuation growth

+6.6%

Strong financial performance Excellent operating performance A sustainable business

* Property portfolio under management1. Further information on alternative performance and EPRA measures

are set out on page 199.

* Compared to 2019 baseline

Read more on page 42 -> Read more on page 27 -> Read more on page 72 ->

EPRA NTA

+7.2%

Carbon footprint reduction

54%

214.7p

200.2p

2025

2024

£5.4bn*

£5.0bn*

2025

2024

54%*

50%*

2025

2024

Strong financial performance with growth

in rental income, earnings, dividends,

valuation and EPRA NTA

Strong operating performance with

high occupancy, ERV and valuation

growth

Responsible long-term approach

delivering long-term value

Shaftesbury Capital PLC | 2025 Annual Report 7

Strategic report Corporate governance Financial statements Additional information

Overview

We are pleased to report another excellent year with

growth in rental income, earnings, dividends, property

valuation and net tangible assets per share. Our West

End estates

are busy and vibrant, with high occupancy,

footfall and customer sales. Our customers recognise

the exceptional features of our actively managed

portfolio which has

broad appeal to domestic and

international consumers. We start 2026 with a strong

leasing pipeline and repositioning opportunities across

the portfolio that support our long-term growth

prospects.

“Our West End estates are busy and

vibrant, with high occupancy, footfall

and customer sales.”

The independent valuation of properties under

management increased by 6.6 per cent, resulting in a

14.5 pence increase in EPRA NTA per share to 214.7

pence per share

. We continue to deliver rental income

growth and cost efficiencies, resulting in a 12.2 per

cent increase in underlying earnings and 14.3 per cent

growth in dividends.

In April 2025, we established a long-term partnership

with Norges Bank Investment Management (“NBIM”)

which acquired a 25 per cent non-controlli

ng interest

in the Covent Garden estate, in line with the December

2024 valuation. The partnership brings together two

long-term investors with a shared confidence in and

mbitions for the growth prospects of the Covent

Garden estate and the West End.

With our strong performance, pipeline, balance sheet

and liquidity position, we are well-positioned to deliver

attractive total accounting returns.

Chief Executive’s statement

Strength of demand for our unique West

End portfolio

As one of the largest property owners in London’s

West End, we play an important role in shaping the

area’s long-term future. Our iconic portfolio provides

orld-class retail, food & beverage, office and

residential space, supporting London’s position as

aleading global destination.

London’s rich cultural offering, strong transport l

inks,

globally-recognised educational hub and innovative

business environment continue to underpin its global

appeal. The West End remains a thriving hu

b for

culture, retail, dining, leisure and entertainment. With

limited new supply and consistently high demand for

prime space, the fundamentals of the West En

d market

are supportive of sustainable long-term rental growth.

Leasing demand is strong, with prime West End

locations widely regarded as an essential “shop

window” for gl

obal brands. Our portfolio continues to

benefit from active asset management and curation,

ensuring our locations remain vibrant, distinctive and

well-positioned to c

apture customer demand. Hotel

occupancy in the West End remains high, while the

Elizabeth Line continues to broaden catchment for

visitors and workers alike.

here is significant growth potential and rental

reversion across each of our locations. Footfall and

sales continue to strengthen, reflecting consumer

confiden

ce and underpinning leasing activity. 2025

has been a positive year, with de mand remaining

resilient despite uncertainty arising from higher

employment costs and ongoing geopolitica

l and

macroeconomi c volatility.

We have made significant progress and remain

confident and excited about the prospects for each

ofour destinations. We are

generating rental income

“We are pleased to report another

successful year, delivering growth

in rental income, earnings,

dividends, property valuation and

net tangible assets per share.”

Ian Hawksworth

Chief Executive

Shaftesbury Capital PLC | 2025 Annual Report 8

Strategic report Corporate governance Financial statements Additional information

growth through our asset management activities. The benefit of

unifying the Covent Garden district including the Piazza and

surrounding streets, together with Seven Dia

ls, through leasing,

asset management and marketing activities is clear. The changes

implemented across Seven Dials over the past three years have

delivered 32 per c

ent rental growth with continued leasing

demand, reinforcing consumer interest in the wider Covent

Garden area.

The evolution of Carnaby Street has moved forward, w

ith 19 new

concepts introduced this year, with brand and category selection

designed to address the evolving needs of our customers and

consumers. We have und

ertaken initial engagement on public

realm enhancements, including streetscape, lighting and

wayfinding, which are expected to commence later this year

hile carefully preserving Carnaby Street’s distinctive character

and heritage.

In Chinatown we are continuing to introduce more variety and

new concepts to the area, increasing the pan

-Asian offering at

arange of price points, whilst preserving the character of the

area. This is delivering good rental growth with ERVs up 18 per

cent since 2022.

Active investment market

The West End investment market is very active for smaller lot

sizes. Property yields are stable, with marginal yield compression

observed across certain properties, supported by transactiona

evidence from a broad range of investors including in many

cases owner-occupiers. There is now also enhanced appetite for

larger lot sizes with lower interest

rates contributing to improved

liquidity conditions.

The formation of the long-term partnership on Covent Garden

with NBIM, a leading global real estate investor, demonstrates

the

quality of our portfolio. Through partnering with private

capital, we leveraged our operating expertise and assets,

enhancing growth and expansion opportunities across our

portfolio whil

st strengthening our financial position and providing

significant optionality to the Group.

We remain disciplined in our approach to capital allocation and

ontinue to look at opportunities to expand selectively, adding to

our growth prospects, ensuring that we deploy resources to

enhance the overall portfolio and generate

long-term value for

shareholders. Over the past three years, Shaftesbury Capital has

deployed £278 million of capital through acquisitions and capital

expenditure and generated proceeds of £1 bi

llion from disposals

in line with valuation. We assess the merits of all capital decisions

including investment in our portfolio and repositioning

opportunities, accretive acquisitions, the

disposal of non-

strategic assets and the return of surplus capital to shareholders

as appropriate.

We continue to deliver capital initiatives, particularly across

Covent Garden and Carn

aby | Soho. This year, we invested

£113.3 million in our portfolio, comprising £33.1 million in capital

expenditure and £80.2 million in targeted acquisitions. These

acq

uisitions present attractive asset management opportunities

with rental growth potential. We continue to invest where

appropriate, with an encouraging pipeline of acquisition

opportunities cu

rrently under review.

Significant growth in earnings, dividends and

valuation

Our prime West End portfolio is anticipated to continue to deliver

long-term sustained total returns. NTA increased by 7.2 per cent

over the year to 214.7 pence per

share. Annualised gross income

increased by 5.3 per cent (like-for-like) to £215.0 million from

leasing activity and asset management initiatives. ERV increased

by 6.2

per cent (like-for-like) to £270.3 million, reflecting

favourable supply-demand dynamics in our markets for high-

quality real estate with only 2.6

per cent of portfolio ERV

available to let. 434 leasing transactions completed during the

year, 10.3 per cent ahead of December 2024 ERV and 13.9 per

cent ahead of previou

s passing rents. Total property return for

the year was 10.1 per cent, significantly ahead of the MSCI Total

Return Index which recorded 7.1 per cent.

Cost savings con

tinue to be identified and implemented across

the business. Current initiatives include supplier consolidation

“We enter 2026 with a strong leasing pipeline across our destinations.”

Shaftesbury Capital PLC | 2025 Annual Report 9

Strategic report Corporate governance Financial statements Additional information

decarbonise by replacing gas with electricity where

practical to do so. As we look ahead, we will utilise

technology and innovation to enhance our

sustainabil

ity activities and work closely with

customers and our stakeholders to deliver shared

sustainability goals.

“Our scale allows us to shape not only

buildings, but also the spaces around

them.”

Our scale allows us to shape not only buildings, but

also the spaces around them. We are working with

local stakeholders to enhance the public rea

lm across

our destinations, making them greener and more

enjoyable for everyone. Covent Garden’s Henrietta

Street public realm is currently being improved, with

comp

letion expected by the end of 2026, delivering

wider, more accessible pavements and enhanced al

fresco dining with greening. We are also undertaking

early enga

gement on improvements to Carnaby Street

to enhance the experience while preserving the area’s

unique character.

Active community engagement

As a responsible long-term investor, community

engagement and collaboration are important to us.

Werecognise the importance of fostering relationships

within the communities that

help make our places

thrive. Our community programme prioritises initiatives

and charitable partnerships within Westminster and

Camden, and includes financial contributions, provisio

of space and employee volunteering.

In 2025, we published our first Community Impact

Report highlighting our contribution and the valuable

work of community partners. In a

ddition, we

commenced our three-year community strategy,

prioritising support for local people into employment

as the area with the greatest potential to deliver lasting

impact throu

gh partnerships across a range of

charitable and community initiatives.

across portfolio operations, such as security, cleaning,

facility management and property management, whi

are anticipated to generate efficiencies and enhance

customer service. Underlying administration costs

were £33.3 million excluding the share award charge,

reflecting

an 8 per cent reduction relative to 2024.

Underlying earnings increased by 12.2 per cent to

£81.9 million, equivalent to 4.5 pence per share and

the Boar

d has proposed a final dividend of 2.1 pence

per share taking the total dividend for the year to 4.0

pence per share, up 14.3 per cent over the year,

reflecting the pro

gression in underlying and cash

earnings. Total accounting return for the year was

9.1per cent.

We maintain a strong balance sheet with a focus on

resilience, f

lexibility and efficiency. Net debt to EBITDA

is 6.6 times, EPRA LTV is 17 per cent and the interest

cover ratio is 4.0 times, with substantial headroom

against debt covenants. The

Group has access to

significant liquidity ensuring it is well-positioned to

acton market opportunities.

Prime portfolio positioned for long-term

growth

Operational performance continues to be strong and

there is a specific plan for each estate and the

connections between them to deliver growth from the

portfolio. With limited n

ew supply and strong demand,

the prospects for rental growth are positive, with

leasing activity completed well ahead of previous

passing rents and ERV. We are improving the qual

ity

ofour offer via letting activity which enhances our

customer mix.

Market rent (as represented by ERV) for the portfolio is

26 per cent higher than current passing rent,

resulting

in significant upside potential in rental income through

leasing and asset management activity. The portfolio

remains virtually full at 97 per cen

t occupancy. Based

on our consumer data and experience, average spend

and dwell time have the potential to be significantly

higher in areas of our portfolio

, with mix, category and

brand selection designed to generate higher

productivity which should support rental growth.

We place the customer at the heart of our business,

livering high-quality service, while creating vibrant,

differentiated experiences for visitors, workers and

residents. Our approach focuses on building and

maintaining close custom

er relationships together with

our partners. Customer retention remains a strength,

underpinned by consistently high renewal rates and

trusted partnerships with our customers. The sc

ale

and depth of the portfolio provide opportunities to

support the growth of our customers with numerous

examples of customers having upsized or expanded

across the portfolio

in recent years. This year we

launched a Customer Satisfaction Survey which

included customer interviews and was very well

received. We have now rolled out o

ur customer

connection portal, allowing more frequent

engagement.

Our marketing programme continues to focus on the

consumer calendar, supporting footfall

and sales

prospects in our destinations. Our digital channels

continue to grow, extending our reach and providing

marketing opportunities with customers and partners.

ctivations and events provide further collaboration

opportunities with brands across our portfolio

providing ancillary revenue opportunities whilst

benefiting stakeholders across the wi

der West End.

Commitment to environmental stewardship

Our Sustainability Strategy is founded in future-

proofing our heritage buildings and creating

sustainable and healthy places where people enjoy

visiting, working a

nd living. Throughout 2025, we

continued to reduce the environmental impact of our

operations. We have ambitious targets to decarbonise,

reduce energy use

and deliver positive environmental,

social and economic impact.

We continue to work towards our aim to be a leader in

sustainable heritage bui

ldings and are proud to be

included in the Financial Times list of Europe’s Climate

Leaders 2025. We are committed to meeting our 2030

carbon reduction targets an

d have reset our Net Zero

Carbon target to 2040. We have already made great

progress in reducing our carbon emissions and,

working with our customers, will continue

Chief Executive’s statement continued

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Strategic report Corporate governance Financial statements Additional information

Our people, values and culture

Our people are one of our competitive strengths and

critical to our success. We provide a collaborative

environment where people are inspired to give their

best an

d contribute to the Company’s success. During

the year, Shaftesbury Capital carried out a second

employee survey, with a very high participation rate of

90 per cent and an overa

ll engagement score of 84 per

cent, ahead of the global benchmark. Overall, the

employee feedback received was positive, reflecting

strong levels of pride and commitme

nt across the

organisation. We thank our employees for taking part

in the survey and for their commitment during the year.

We have a very experienced leadership team as w

ell

as a breadth of talent across the Group. At the end of

the year, two valued colleagues, Michelle McGrath and

Andrew Price, stepped down from the business and we

thank

them for their contribution over many years.

Following this, a number of the senior leadership team

have taken on greater responsibility in Asset

Management, Leasing, Marketing and I

nvestment

reporting directly to the Chief Executive and Chief

Financial Officer.

We are proud to be named Britain’s Most Admired

Company 2025 in the Property / Residential &

Commercial REITs sector which is an endorsement of

our strategy and our people. We continue to invest in

our people and have introduced a number

of initiatives

to support our colleagues, providing greater

development opportunities.

Outlook

Our growth prospects are underpinned by strong

fundamentals. The West End market has delivered

attractive, predictable growth over the long-term with

annualised rental growth

of approximately 4 per cent.

Our strategy is to deliver consistent, long-term rental

growth generating attractive risk-adjusted returns,

earnings and valuation progression. The

West End

market is characterised by consistently high

occupancy, scarcity value and limited new supply. We

continue to actively rotate capital into core locations

and prime streets, supported by selective capital

investment. Our forward-looking customer and

consumer focus, including optimising use, category and

brand mix, is desi

gned to enhance productivity and

value. There are benefits of scale through aggregation,

improved public realm and greater use of data

continue to support sustain

able growth. These strong

fundamentals and our active approach have enabled

us to outperform.

Despite ongoing macroeconomic and geopolitical

uncertainty, the West End c

ontinues to perform well,

with high footfall, sales growth, limited vacancy and a

strong leasing pipeline. The investment in Covent

Garden by a leading global

real estate investor, NBIM,

underlines the quality of our portfolio. With enhanced

liquidity and a strong balance sheet, we are well-

positioned to pursue accretive opportunities and g

row

assets under management.

We are confident in delivering our medium-term target

rental growth of 5 to 7 per cent, which, alongside

stable yields,

supports total property returns of 7 to

9per cent and total accounting returns of 8 to 10 per

cent per annum. Through active management of our

prime West End

portfolio and the strength of our

operating platform, we are focused on sustained

long-term growth in rental income, earnings, dividends

and property valuation.

‘’With enhanced liquidity and astrong

balance sheet, we are well positioned

to pursue accretive opportunities and

grow assets under management.’’

Ian Hawksworth

Chief Executive

24 February 2026

Chief Executive’s statement continued

Shaftesbury Capital PLC | 2025 Annual Report 11

Strategic report Corporate governance Financial statements Additional information

Our strategy

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

Investing to create thriving destinations in

London’s West End where people enjoy visiting,

working and living.

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.

Place our customers at the heart of the business

•

Deliver best-in-class service to our customers

• Leverage deep understanding of consumers

andcommercial data

Creative and active approach

•

Invest in and nurture remarkable destinations in

London’sWest End

• Dynamic leasing strategy

• Reuse, repurpose and improve our buildings

• Enhance public realm

Disciplined financial management

•

Prudent, conservative approach to financial

leverageandrisk

• Maintain cost and capital discipline

Sustainable and community-minded

•

Broad community and stakeholder engagement

• Responsible stewardship

• Commitment to the environment and clear

sustainabilitygoals

Our purpose Our strategy Our values

Confidence in medium-term targets set out in 2023¹

Rental growth

5–7%

Total property return

7–9%

Total accounting return

8–10%

1. Annualised rates over 3 to 5 years, assuming stable cap rates

Shaftesbury Capital PLC | 2025 Annual Report 12

Strategic report Corporate governance Financial statements Additional information

Impossible-to-replicate portfolio

A diverse mixed-use portfolio of scale inthe

heart of London΄s West End

Experienced, creative team

With a deep understanding of our markets

and track record of 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 governance structure that supports and

helps the delivery of strategic objectives with

transparency

Value creation

Create, grow and deliver long-term sustainable

economic and social value

People

Attract, develop and retain talented people

Sustained long-term growth

Deliver long-term growth in portfolio value,

earnings, cash flow and dividends

Impact

Minimise the environmental impact of our

operations and engage with stakeholders

Our business model

Creating value for our stakeholders

For more on our stakeholder engagement: see pages 37 to 41->

Our resources

How we deliver

How we measure

Our

strategy

Shaftesbury Capital PLC | 2025 Annual Report 13

Strategic report Corporate governance Financial statements Additional information

Measuring performance

Measures gains and losses on portfolio valuation

including disposals, and rents received less

associated costs. Benchmarked against the MSCI

Total Return All Property Index (co

mparator group).

During 2025, the Group generated TPR of 10.1 per

cent, outperforming its benchmark of 7.1 per cent

by 3.0 percentage points. (Target: 0.5 to 1.5

per

centage points per annum outperformance.)

+9.1%

+18.6%

Total property return

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

nerated a total accounting return of 9.1 per cent

in the year, outperforming the median of the

comparator group by 3.0 percentage points.

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 18.6 per cent

in the year, outperforming the median of the

comparator group by 4.7 percentage points.

Shaftesbury Capital

Comparator group

Outperformance

+10.1%

+7.1%

+3.0%

Shaftesbury Capital

Comparator group

Outperformance

+9.1%

+6.1%

+3.0%

+18.6%

+13.9%

+4.7%

Shaftesbury Capital

Comparator group

Outperformance

We measure performance against key performance indicators which are selected to reflect the Group’s strategy. Many of these metrics are performance

measures under Group remuneration arrangements, ensuring alignment with shareholder interests.

The following performance measures are part of the Executive Directors’ short-term or long-term incentive arrangements.

Readmore in the Directors’ remuneration

report from page 123 to 147 ->

Total shareholder return

A performance measure under Executive Directors’ short-term or long-term incentive arrangements. Read more intheDirectors’ remuneration report from page 123. Further details of the calculation

ofperformance metrics are included on page 199.

+10.1%

Shaftesbury Capital PLC | 2025 Annual Report 14

Strategic report Corporate governance Financial statements Additional information

4.5p

214.7p

94%

Measures income generation and cost control.

During 2025, the Group generated underlying EPS

of 4.5 pence per share.

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.

Underlying earnings per share

EPRA net tangible assets per share

Properties with an EPC rating of A to C

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, excludi

ng 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 2025 w

214.7 pence, a 7.2 per cent increase from

31 December 2024.

Measures the number of our properties with an

Ato C EPC rating. 94 per cent of our properties

byERV have an

EPC rating of A to C, an increase

of6 percentage points from 31 December 2024.

2025

2024

2023

4.5p

4.0p

3.7p

214.7p

200.2p

190.3p

2025 2024 2023

88%

80%

2025 2024 2023

94%

We are proud of the following awards, benchmarks and accreditations:

1. https://www.msci.com/legal/notice-and-disclaimer

2. https://www.lseg.com/en/ftse-russell/indices/ftse4good

1 2

Shaftesbury Capital PLC | 2025 Annual Report 15

Strategic report Corporate governance Financial statements Additional information

Measuring performance continued

Our portfolio

Delivering long-term sustainable rental income and value growth

+6.6%

Valuation

2.6%

ERV available to let

+6.2%

ERV

+5.3%

Annualised gross income

434

Leasing transactions completed

Shaftesbury Capital PLC | 2025 Annual Report 16

Strategic report Corporate governance Financial statements Additional information

+5.5%

Valuation £2.8bn

+5.6%

ERV £142m

+4.8%

Annualised gross income £110m

1.5m

Sq. ft. of lettable space

Shaftesbury Capital PLC | 2025 Annual Report 17

Strategic report Corporate governance Financial statements Additional information

A world-class mixed-use destination

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 ico

nic 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. This exceptional

mixed-use portfolio of approximately 1.5 millio

square feet provides a broad range of unit sizes,

attracting a wide spectrum of retail and hospitality

customers. The estate is a vibrant, high-footfall

destination, which provides

a seven-days-a-week

trading environment, is home to more than half of

London’s West End theatres, with exposure to

adiverse customer base, attracting both domestic

andin

ternational visitors alike.

The Covent Garden portfolio valuation increased

by5.5 per cent driven by leasing and asset

management activity. ERV increased by 5.6 per c

ent

driven by activity across the retail and food &

beverage space, with 30 new brands introduced

tothe district during the year. 65 new commercial

leases and rene

wals were agreed during the year,

10.6 per cent ahead of ERV.

In April 2025, Shaftesbury Capital formed a long-term

partnership with NBIM, the Norwegian sovereign

wealth fund, in respect of its

Covent Garden estate.

NBIM acquired a 25 per cent non-controlling interest

in the Covent Garden estate at the December 2024

valuation.

The Theatre of Christmas

Hollywood and West End star Hayley Atwell lit up

Covent Garden on 12 November, switching on the

iconic Christmas lights and launching a vibrant

seven

-week festive celebration. With a towering

tree, sparkling displays and live performances, the

estate once again proved itself one of London’s

most electric Christmas destination

“With its selection of world-famous

theatres, variety of shops and

abundance of bars and restaurants,

it’s easy to see why Covent Garden

is often considered the beating

heart of London’s West End.”

Square Meal

12%

32%

44%

12%

Retail

Food & beverage

Offices

Residential

Percentage of portfolio valuation as at 31 December 2025

Watch video coverage of the event here:

https://bit.ly/4seb5y0

Shaftesbury Capital PLC | 2025 Annual Report 18

Strategic report Corporate governance Financial statements Additional information

Henrietta Street reimagined

Improvements to the Henrietta Street public realm have

commenced to enhance accessibility and pedestrian comfort

through widened footways, level surfaces and im

proved

permeability. High-quality materials, sensitively integrated lighting

and retained historic features will reinforce the character of the

Market Building and Piazza while im

proving safety and overall

streetscape quality.

Seven Dials’ momentum continues

The continued repositioning of Seven Dials

within the wider Covent Garden district has

gained momentum, attracting high-quality,

experience-led brands includin

g Alo Yoga,

Thule and Kapten & Son on Neal Street.

Neal’s Yard has also been enhanced with

the arrival of St JOHN, Kricket and

celebrated gastrotèque Buvette. This brand

mix is driving increased consumer

engagement across the area.

Covent Garden continued

CGI for illustrative purposes only

Shaftesbury Capital PLC | 2025 Annual Report 19

Strategic report Corporate governance Financial statements Additional information

+8.5%

Valuation £1.8bn

+7.5%

ERV £92m

+6.8%

Annualised gross income £72m

0.9m

Sq. ft of lettable space

Shaftesbury Capital PLC | 2025 Annual Report 20

Strategic report Corporate governance Financial statements Additional information

A distinctive London district shaped

by cultural heritage and creative

energy

“Carnaby Street, located in the

heart of Soho, is no doubt one

ofthe most iconic streets in London

– known for fashion, music, and

cultural innovation for over

acentury.”

Secret London

35%

22%

34%

Retail

Food & beverage

Offices

Residential

Percentage of portfolio valuation as at 31 December 2025

Flagship store opening

for beauty icon

Internationally recognised luxury beauty brand

Charlotte Tilbury opened a new flagship in

aprominent gateway unit at a key entrance

toCarnaby Street. The sign

ing follows the

brand’s recent upsizing in Covent Garden,

reflecting our ability to support customer

growth and expansion across the portfolio.

Carnaby Street is

a true London original. Constantly

evolving, it continues to challenge convention with its

world-class culture, game-changing culinary scene and

trendsetting style, courtesy of modern fashion flagships

and one-of-a-kind premium boutiques. The diverse and

vibrant character of Carnaby Street is showcased in its mix

of famo

us shopping experience line-up, paired with the

pedestrianised streets.

Our portfolio in central Soho focused on Berwick, Beak and

Broadwick streets offers a diverse array of creative and

indepe

ndent businesses, iconic restaurants and

entertainment venues. Our Carnaby | Soho portfolio

comprises approximately 0.9 million square feet with over

100 hospitality concepts

which are a key ingredient to the

area’s vibrancy.

Carnaby Street’s iconic Kingly Court is a go-to location for

Soho locals and visitors alike. Across three

storeys and

abuzzing open-air courtyard, critically-acclaimed

restaurants serve up fresh food from across the world.

Syrian sharing plates, Japanese sashimi, classic Filipino

dishes – providi

ng something for everyone.

Carnaby|Soho delivered strong performance this year

with 8.5 per cent valuation growth driven by strong leasing

and asset management activity. ERV growth was 7.5 per

cent during the year, as a result of 60 new commercial

leases and renewals agreed 11.3 per cent ahead of ERV,

primarily driven by retail and foo

d & beverage lettings and

asset management activity.

Shaftesbury Capital PLC | 2025 Annual Report 21

Strategic report Corporate governance Financial statements Additional information

A new wave of brands across Carnaby Street and Soho

Leasing momentum across Carnaby Street and Soho remains strong, with an extensive mix of fashion,

beauty and hospitality brands joining the district. New openings include Tal

a, Farm Rio and Charlotte

Tilbury alongside signings including Sephora and Edikted, which sit alongside a number of new high-quality

dining offers, rein

forcing the area’s position as a dynamic, experience-led destination.

Carnaby Street public realm

enhancements

Early-stage engagement has commenced on

proposed public realm enhancements for Carnaby

Street, aimed at improving the experience for both

the local community

and visitors. The proposals

focus on streetscape quality, greening, lighting,

wayfinding and public art, while carefully

preserving Carnaby Street’s distinctive character

and heritage.

Carnaby | Soho continued

CGI for illustrative purposes only

Shaftesbury Capital PLC | 2025 Annual Report 22

Strategic report Corporate governance Financial statements Additional information

+6.4%

Valuation £0.8bn

+5.5%

ERV £36m

+4.0%

Annualised gross income £33m

0.4m

Sq. ft. of lettable space

Shaftesbury Capital PLC | 2025 Annual Report 23

Strategic report Corporate governance Financial statements Additional information

“London’s Chinatown is unmatched

in its variety and authenticity –

offering an array of cuisines in

avibrant area.”

The Times

Europe’s premier Chinatown with

avibrant cultural identity

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

End’s entertainment district. Its 12 predominantly

pedestrianised and interconnected streets, lined with

iconic red

lanterns, offer an exceptional concentration

of restaurants with a wide range of East and Southeast

Asian dining choices. Equally thriving day and night, the

area’s restaura

nts, bars, shops and cafés, as well as its

unique mix of oriental supermarkets and authentic

Asian retail stores, attract large numbers of Londoners,

tourists, Chinese students a

nd local workers.

The district continues to thrive on its rich cultural

identity, with its architecture and streetscape creating

a distinctive sense of place that attracts Londoners

and visitors alike. Its restaurants, cafés and shops

contribute to a dynamic day-to-night atmosphere.

Cultural celebrations such as Chinese New Year

61%

17%

19%

Retail

Food & beverage

Offices

Residential

Percentage of portfolio valuation as at 31 December 2025

“Our relationship with Shaftesbury

Capital is one that has proven

incredibly rewarding, working with

them now for more than 18 years, so

itfelt right that we select Chinatown

London for Arôme. It is a hub for ESEA

culture, and whether we are welcoming

tourists, residents, or office workers,

we know that the people who come to

this part of the West End are seeking

exactly what we’re offering –

authenticity enhanced through

innovation.”

Ellen Chew

Co-Founder of Arôme Bakery

further animate the area, drawing large crowds and

reinforcing Chinatown’s long-established role as a

centre of East and Southeast

Asian culture in London.

Throughout the year, activations and seasonal events

bring additional energy to the streets, with Chinese

New Year remaining one of Lond

on’s most celebrated

cultural moments.

Chinatown delivered strong performance this year with

a 6.4 per cent valuation growth. 24 new commercial

leases and renewals were agreed

in Chinatown, 17.4

per cent ahead of ERV. ERV growth in Chinatown was

5.5 per cent over the year, driven by food & beverage

letting activity.

Shaftesbury Capital PLC | 2025 Annual Report 24

Strategic report Corporate governance Financial statements Additional information

Creating unrivalled consumer experiences across our

West End portfolio

Through carefully crafted events, targeted

campaigns and memorable consumer moments,

we enliven our vibrant, predominantly

pedestrianised and traffic-calmed destinations,

attracting visitors, building loyalty and driving

repeat visits.

Our year-round, differentiated consumer

experiences enhance key metrics including

footfall, conversion and spend and, alongside

strong customer partnerships, directly support

long-term rental growth prospects.

Bold brand experiences

Our West End portfolio has welcomed a number of

unique activations from global brands seeking a

world-class destination to engage with both new and

existing customers

. For example, Chanel unveiled an

experiential installation that reimagined skate culture

through a luxury lens, celebrating a decade since

opening their first

ever beauty store in Covent Garden.

280k

email subscribers

1.6m

total social audience

149k

new followers in 2025

Our digital platforms including social media,

email newsletters and websites continue to see

significant growth. During the year, our level of

engagemen

t and number of followers increased

by 17.8 per cent in aggregate across all

destinations. We have direct engagement with

over 1.6 million consumers across o

ur channels

and in December 2025 launched a new

consumer website for Covent Garden.

“We continue to deliver distinctive

consumer experiences across our West

End portfolio, with brand-led

activations and cultural moments

enhancing reach, footfall, conversion

and spend, reinforcing the West End’s

position as a world-class destination

and supporting rental growth.”

Catherine Riccomini

Director of Marketing & Communications

Shaftesbury Capital PLC | 2025 Annual Report 25

Strategic report Corporate governance Financial statements Additional information

Customer collaboration

Carnaby Street celebrated the start to the Christmas

season with the switch-on of the ‘All Is Bright’ festive

lights, attracting thousands of visitors to the area.

The lights were switched on

by Charlotte Tilbury

MBE, following the recent opening of a flagship store

on Carnaby Street, marking a high-profile moment

for the destination.

Watch video coverage of the event here:

https://bit.ly/47g8ag3

Celebrating authentic culture

Chinatown once again played host to the annual Chinese New Year

parade, the largest outside of Asia, which took place in February 2025

celebrating the Year of the Snake.

Shaftesbury Capital PLC | 2025 Annual Report 26

Strategic report Corporate governance Financial statements Additional information

Creating consumer experiences continued

Overview

Shaftesbury Capital owns and manages an impossible-

to-replicate portfolio that extends to 2.8 million

square feet of lettable space across the most vibrant

areas of London’

s West End. The Group’s portfolio of

adaptable mixed-use buildings provides diversified

income streams with a long history of occupier

demand exceeding availability

of space. With a broad

mix of shops, restaurants, cafés, bars, apartments

and offices, our destinations include the high-footfall,

thriving neighbourhoods of Covent Garden, Carnaby

Street, Soho and Chinatown. Ou r properties are

located at the heart of the West End’s entertainment

and cultural attractions , benefitting from excellent

connectivity through close pro

ximity to the main

West End Underground and train stations together

with transport hubs for the Elizabeth Line. These

locations are characterised by high occupancy, low

capital requ

irements and reliable, growing long-term

cash flows.

Fundamentals supportive of rental growth

There is significant rental growth potential for each of

our locations with embedded reversion in the portfolio

of over 600 buildings. 434 leasing transactions

completed during the year, 10.3 per cent ahead of

December 2024 ERV, in turn delivering 6.2 per cent

ERV growth over the year. Annualised gross income

increased by 5

.3 per cent (like-for-like) to £215 million.

The valuation of the property portfolio under

management increased by 6.6 per cent (like-for-like)

to£5.4 billion.

• Market rent (as represented by ERV) for the portfolio

is 26 per cent higher than current passing rent,

resulting in significant upside potential in rental

income throug

h leasing and asset management

activity. Customer sales in aggregate are

approximately 30 per cent ahead of pre-pandemic

levels, while retail ERVs are only m

arginally ahead

of2019 levels, both in nominal terms.

• Based on our consumer data and experience,

average spend and dwell time have the potential to

be significantly higher in areas of our portfolio, with

our mix, c

ategory and brand selection designed to

generate higher productivity which should be

supportive of rental growth over time.

• With a weighted average term to lease expiry or

break of five years, approximately 20 per cent of

theportfolio ERV re-prices annually, providing

consistent opportunities to capture re

ntal uplifts

andalign leases with prevailing market rates.

Our approach and aggregated ownership of estates

enables us to deliver rental growth whilst establishing

new re

ntal tones, the benefit of which is often

compounded across nearby buildings. Our focus is on

converting the portfolio’s reversionary potential into

contracted i

ncome and cash flow. Total reversion is

£55.3 million, with approximately two-thirds

represented by the retail and F&B portfolio. 2025 retail

and F&B new leases and renewals tra

nsacted 22 per

cent ahead of previous passing rents with a strong

leasing pipeline.

Operating and portfolio review

Shaftesbury Capital PLC | 2025 Annual Report 27

Strategic report Corporate governance Financial statements Additional information

Operating and portfolio review continued

Components of the reversion under management

31 December

2025

£m

31 December

2024

£m

Annualised gross income 215.0 202.8

Contracted (includes rent-free periods and contractual rent increases) 15.6 14.9

Under offer 4.0 3.0

Available-to-let 6.8 6.3

Under refurbishme

nt 11.3 13.5

Net under-rented17.6 10.1

ERV 270.3 250.6

Disciplined capital allocation

We continue to deliver a range of refurbishments demonstrating our ability to drive significant

performance improvements, unlocking income and value

through active asset management.

Our investment activity is focused on Covent Garden, Carnaby | Soho and Chinatown.

Wemaintain a targeted approach an

d look for opportunities to expand, adding to our

growthprospects. Ongoing asset management initiatives continue across Covent Garden

andCarnaby | Soho in particular. D

uring the year, £113.3 million has been invested in our

portfolio, comprising £33.1 million in capital expenditure and £80.2 million (before costs)

intargeted acquisitions

in Covent Garden and Soho, presenting asset management

opportunities with excellent rental growth prospects. The pipeline of acquisitions is

encouraging, with a number

of buildings currently under review. Three properties, including

the last remaining Fitzrovia assets, have been disposed of during the year for gross proceeds

of £12.4 million, in

line with the 31 December 2024 valuation.

Capital commitments totalled £10.8 million as of 31 December 2025. On average,

approximately 1 per cent of portfolio value is invested annually in refurbishment, asset

management, and repositioning initiatives, including measures to improve energy

performance.

Shaftesbury Capital PLC | 2025 Annual Report 28

Strategic report Corporate governance Financial statements Additional information

“Our investment activity is focused on

acquiring assets with rental growth

potential. We remain highly selective,

targeting opportunities that strengthen

the portfolio and create long

-term

value through active management.”

James Lane

Director of Acquisitions and Sales

Delivering valuation growth

The valuation of the property portfolio under

management increased by 6.6 per cent on a like-for-

like basis to £5.4 billion, equivalent to approximately

£1,96

2 per square foot on average (Dec 2024: £1,833

per square foot).

The valuation gain has been driven by leasing and

asset management activity. Leasing activity was on

verage 10.3 per cent ahead of December 2024 ERV,

resulting in an overall increase in portfolio ERV of

6.2per cent (like-for-like) to £270.3 million (Dec 2024:

£250.6 m

illion). The equivalent yield moved inwards

marginally by 2 basis points to 4.43 per cent, whilst the

portfolio net initial yield is 3.6 per cent and topped-up

et initial yield (allowing for the expiry of rent-free

periods) is 3.9 per cent. The equivalent yield for the

commercial portfolio (excluding residential) is 4.6 per

nt. Total property return for the year was 10.1 per

cent, outperforming the MSCI UK Property Index which

recorded 7.1 per cent.

Prime West End property yields are stable, and

certain properties ha

ve seen marginal yield

compression, supported by occupational and

investment transactional evidence demonstrating

demand for high-quality, prime central Lon

don real

estate, from both international and domestic

investors. There is renewed appetite for larger lot

sizes with lower interest rates contributing to

improved liquidity condition

s. There is also growing

demand for London retail investments with owner-

occupiers continuing to acquire.

Retail properties, which represent 36 per cent of the

portfolio, performed

particularly strongly with ERVs

up8.1 per cent and valuations 10.4 per cent higher.

Covent Garden generated ERV growth of 5.6 per cent

through leasing and asset manage

ment activity across

the retail and food & beverage space, with 196 leasing

transactions signed 9.6 per cent ahead of ERV. Across

Carnaby | Soho, ERV growth was 7.5 per cen

t during

the year, as a result of 164 new leases and renewals

agreed 9.8 per cent ahead of ERV, primarily driven by

retail lettings and asset management activity. Du

ring

the year, 74 new leases and renewals were agreed in

Chinatown, 13.9 per cent ahead of ERV. ERV growth in

Chinatown was 5.5 per cent over the year, driven by

food

& beverage letting activity.

“In 2025, the portfolio achieved a 6.6

per cent valuation uplift, reflecting the

quality of our assets and the

effectiveness of our active asset

management. Sustained customer

demand continues to support valuation

growth across our destinations.”

Christopher Denness

Director of Asset Management

Independent valuations of the portfolio under

management have been undertaken in accordance

with Royal

Institution of Chartered Surveyors

guidelines by CBRE and Cushman & Wakefield.

Thevaluations represent the aggregated value of

predominantly freehold properties. There is no

ref

lection of any premium or discount which some

potential investors may ascribe to the comprehensive

ownership of a combination of some, or all, parts of

the portfolio.

Shaftesbury Capital PLC | 2025 Annual Report 29

Strategic report Corporate governance Financial statements Additional information

Operating and portfolio review continued

Excellent leasing activity

The portfolio under management represents 2.8 million square feet of lettable

space, comprising 1.7 million square feet of retail and food & beverage space

together with 0.

7 million square feet of offices and 659 residential apartments.

During the year, 434 leasing transactions were concluded with a combined rental

value of £38.8 million, co

mprising:

• 149 commercial lettings and renewals: £27.9 million, 11.9 per cent ahead of

31 December 2024 ERV and 20.1 per cent ahead of previous passing rents; and

• 285 residential lettings: £10.9 million, 6.4 per cent ahead of 31 December 2024

ERV and 3.9 per cent ahead of previous passing rents

In addition, 56 commercial rent re

views with a rental value of £14.1 million were

concluded on average 7.7 per cent ahead of previous passing rents.

“In 2025, demand for our retail and F&B space was led by

adynamic mix of high-quality brands. Our targeted leasing

approach continues to shape exciting, ever-evolving line-ups that

strengthen the energy and ongoing appeal of our destinations.”

William Oliver,

Director of Retail & Restaurant Leasing

Leasing transactions across the portfolio by use concluded during the year

UseTransactions

New

contracted

rent £m

% above

Dec 2024

ERV

% above

passing rent

Retail6613.111.8 18.7

Food & beverage 37 8.715.727.3

Offices466.17.211.1

Residential 28510.9 6.4 3.9

Total 434 38.8 10.313.9

Leasing transactions by destination concluded during the year

Destination Transactions

New

contracted

rent £m

% above

Dec 2024

ERV

% above

passing rent

Covent Garden 196 18.39.6 17.8

Carnaby | Soho 164 14.29.8 9.9

Chinatown 746.313.911.6

Total 434 38.8 10.313.9

High occupancy

At 31 December 2025, EPRA vacancy (including units under offer) was 4.2 per cent

ofportfolio ERV (Dec 2024: 3.9 per cent); as summarised in the tables below, 1.6 per

cent w

as under offer and 2.6 per cent was available-to-let.

Under offer

Use

% of portfolio under

management ERV

ERV

£m

Area

(‘000 sq. ft.)

Retail 0.71.79

Food & beverage0.8 2.026

Offices 0.10.2 4

Residential 0.00.12

Total

1.6 4.0 41

1. Includes nine units let on a temporary basis (ERV: £1.3 million) (Dec 2024: £1.5 million).

Available-to-let space

Use

% of portfolio under

management ERV

ERV

£m

Area

(‘000 sq. ft.)

Retail 0.71.715

Food & beverage0.51.4 19

Offices 0.71.932

Residential 0.71.8 31

Total2.6 6.8 97

Refurbishment activity

Active asset management and refurbishment initiatives continue to realise income

and value while enhancing environmental performance across the portfolio.

£33.1 million was invested in capital expenditure in 2025. Refurbishment projects

currently underway represent £11.3 million in ERV across 130,000 square foot

quating to 4.2 per cent of total portfolio ERV, with delivery expected over the next

12–18 months.

Larger refurbishments include a retail scheme on Broadwick Street, mix

ed-use retail

and office schemes on Floral Street and an important gateway site on Neal Street as

well as an office-to-residential conversion on the upper parts of Ja

mes Street,

Covent Garden. Improvements to the Henrietta Street public realm are underway

and are expected to be completed by the end of 2026. The works include wid

ening

the footway, creating a level surface to improve accessibility, and upgrading the

surfacing to enhance the historic character. Public lighting will be improve

d while

retaining the heritage-listed gas lamp columns. Clearer pedestrian routes and

sightlines will help activate the street, alongside enhanced al fresco dining

through

the introduction of awnings and greening.

Shaftesbury Capital PLC | 2025 Annual Report 30

Strategic report Corporate governance Financial statements Additional information

Operating and portfolio review continued

Under refurbishment

Use

% of portfolio under

management ERVERV (£m)

Area

(‘000 sq. ft.)

Retail 0.30.8 7

Food & beverage0.71.8 22

Offices 3.0 8.293

Residential 0.20.5 8

Total 4.211.3 130

Operating and portfolio review continued

2025

Assets under

management

2024

Assetsunder

management

2025

Groupshare

portfolio

Valuation (£m)

5,405.24,971.6 4,698.8

L-f-L valuation movement (FY 2025) +6.6% +4.5% +6.7%

L-f-L valuation movement (H2 2025) +3.4% +3.1% +3.5%

Annualised gross income (£m) 215.0 202.8 187.6

L-f-L annualised gross income movement (FY 2025) +5.3% +8.0% +5.4%

L-f-L annualised gross income movement (H2 2025) +3.1% +4.1% +2.9%

ERV (£m) 270.3 250.6 234.8

RV psf (£)989298

L-f-L ERV movement (FY 2025) +6.2% +4.7% +6.3%

L-f-L ERV movement (H2 2025) +3.0% +7.7% +3.0%

Net initial yield3.6% 3.6% 3.6%

Topped up net i

nitial yield3.9% 3.9% 3.9%

Equivalent yield 4.4% 4.4% 4.4%

WAULT (years) 4.8 4.4 4.8

Floor area (sq ft m)

2,3

2.8 2.7 2.8

Unit count

2,3

1,9061,869 1,906

1. Excludes £1.9 million of Group properties held in Lillie Square LP Limited (a wholly-owned

subsidiary).

2. Excluding long-leasehold residential interests.

3. WAULT, floor area a

nd unit count have not been adjusted and reflect 100% of the portfolio.

Refer to page 206 which has the full tables.

Lillie Square joint venture

Shaftesbury Capital owns 50 per cent of the Lillie Square joint venture, a residential

estate and remaining development phases located in West London. Investor

sentim

ent towards the residential sector weakened in 2025, as regulatory

uncertainty weighed on transaction volumes. The property valuation of our 50 per

cent share as at 31 Dece

mber 2025 was £62.3 million, 4.6 (like-for-like) per cent

below the 31 December 2024 valuation of £65.3 million. In addition, Shaftesbury

Capital owns £1.9 million of

other related assets adjacent to the Lillie Square estate.

The joint venture has cash of £9.7 million (£4.9 million Shaftesbury Capital share).

Intotal, 355 Phase 1 and 2 residen

tial apartments have been sold.

Shaftesbury Capital PLC | 2025 Annual Report 31

Strategic report Corporate governance Financial statements Additional information

Demand for West End retail is excellent, with brands

placing considerable value on locations that combine

high footfall, culture and a diverse consumer base.

arcity continues to support rental tones with

availability on many of our streets at or near record

lows, driving competitive tension. Our districts benefit

from a seven

-days-a-week trading environment,

supported by strong tourism levels. Trading conditions

have been generally positive, with strong performance

in luxury, premium, fashion an

d lifestyle categories.

The portfolio now comprises over 400 shops with an

average ERV of £137 per square foot, across a range

of rental tones. Units continue to attract multiple

interested parties and supporting uplifts in rents

through new lettings and renewals.

Our estates are attractive for both global brands

entering or expanding in the UK and

home-grown

operators. During the year, there were 30 new retail

openings across the portfolio, with customers

continuing to choose our portfolio to expand their

operations. There have been a number

of successful

openings across Covent Garden including Nespresso

and Dolce & Gabbana. Leading performance brand

Saucony opened on James Street joining Swatc

which relocated to a larger unit. Recent additions such

as Matiere Premiere, Byredo and Parfums de Marly

reinforced the district’s appeal for lifestyle and

experientia

l retail. A number of high-quality brands

have been added to Seven Dials including luxury

Retail

36%

of the property portfolio

under management value

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Operating and portfolio review continued

activewear brand Alo Yoga, Swedish outdoor specialist

Thule and German lifestyle brand Kapten & Son, all of

which have opened on Neal Street.

Soho and Carnaby Street continue to attract an

exciting mix of brands, including Tala, Farm Rio and

Pure Seoul. Luxury beauty brand Charlotte Tilbury has

opened a brand-new store

at the key entrance to

Carnaby Street, following the success of its Covent

Garden flagship. MAC Cosmetics has launched a new

experience-led concept as part of

a relocation on

Carnaby Street, emulating the vibrancy of Soho’s

nightlife. US fashion brand Edikted will open its

European debut store, its first location outside the US.

Global

beauty retailer Sephora has also taken space

on Carnaby Street and is due to open later this year.

French-Swedish menswear brand Ron Dorff will launch

a new UK fla

gship store in Soho later this year,

relocating from Covent Garden.

Reflecting demand during the year, 66 lettings and

renewals were completed, securing a rental value

£13.1 million, at an average of 11.8 per cent above

December 2024 ERV and 18.7 per cent ahead of

previous passing rents.

A total of 20 retail rent reviews, with

a rental value

of£3.3 million, were concluded at an average uplift

of13.1 per cent on previous passing rents.

lettings and renewals

419

shops

+£13.1m

contracted rent

+8.1%

L-f-L ERV

+10.4%

L-f-L valuation growth

+3.2%

L-f-L annualised gross

income

Shaftesbury Capital PLC | 2025 Annual Report 33

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Operating and portfolio review continued

Our West End F&B portfolio welcomed 24 new dining

concepts, reflecting the continued appeal of our

districts to both independent operators and

international entrants. The

new arrivals span a range

ofcuisines, formats and price points, offering a wide

variety of experiences across our predominantly

pedestrian-centric destinations. The foo

d & beverage

portfolio extends to nearly 400 units. There were

asmall number of failures and sales moderated in

certain restaurants in H1 2025; however trading level

improved in the second half, with particularly strong

performance from bars and differentiated restaurants.

Going out remains a priority for consumers with prime

areas in demand.

Health-conscious menus and

wellness-led concepts continue to see strong

consumer interest. Leasing demand has resulted in

available space being filled quickly with

just 0.5 per

cent of the F&B portfolio available to let.

In Covent Garden, Harry’s Bar opened a new Italian

concept overlooking the Piazza, while Buvette

, the

celebrated gastrothèque by chef Jody Williams, will

open in Neal’s Yard this summer, offering a day-to-

night dining concept. High-quality Italian dining

concept, Bu

rro, will open its first location in Floral

Court in the coming months, with al fresco seating in

the courtyard. Inception Group, the operator of unique

hospitality concepts across Lond

on, will open a new

flagship Mr Fogg’s Tavern in the Market Building.

The all-day dining offer has been supported by the

arrivals of Qima Café, Copain, Hagen and

St. JOHN

Neal’s Yard Bakery and Bar. Neal’s Yard will welcome

Kricket, and ADOH! has opened on Maiden Lane, led by

the team behind the highly regarded Kolomba. T

operators ofErgon House are set to open its Greek-

inspired boutique hotel-and-dining experience on King

Street later this year.

There continues to be strong performance from ou

Soho portfolio. Founder-led Soho restaurant Heard

opened on Foubert’s Place, alongside pizza and

natural wine concept Ria’s, joined by French-inspired

restau

rant and wine bar Marjorie’s. Breadstall Pizza,

which takes the best elements from both New York

and Neapolitan-style pizzas, opened on Berwick Street.

Northern Spanish-inspired AL

TA opened in Kingly

Court over two floors with an outdoor terrace and

Soho icon The Shaston Arms relaunched under new

management. Italian restaura

nt, Padella, signed to

Food & beverage

Operating and portfolio review continued

33%

of the property portfolio

under management value

Shaftesbury Capital PLC | 2025 Annual Report 34

Strategic report Corporate governance Financial statements Additional information

Operating and portfolio review continued

Kingly Street, a milestone for the brand as its first in

the West End. Pioneering Indian restaurant, Darjeeling

Express, will relocate from Kingly Court to a larger

space o

n Rupert Street joining the likes of The Palomar

and Speedboat Bar.

Chinatown continues to attract strong interest from

operators looking to establish a presence in one of the

West

End’s most distinctive, high-footfall dining

destinations. Both local and international restaurateurs

regard the district as a preferred location, benefiting

from its high footfall, loyal c

ustomer base and unique

cultural resonance. Interest in Chinatown, especially

from new international entrants, is positive, with active

demand from existing customers. R

ecent openings

include Noodle & Beer, Sushinoya and Arome Bakery,

each contributing to the area’s expanding mix of

pan-Asian cuisine and specialist bakery operators

Ning’s Fresh Beef Hot Pot has joined Chinatown for

what will be the brand’s second location, serving

authentic Cantonese cuisine. Chinatown London was

atthe centre of

the Chinese New Year festivities,

thelargest celebration in the world outside of Asia,

welcoming thousands of visitors over the 15-day

celebration period.

During the year, 37 lettings a

nd renewals were

completed with a rental value of £8.7 million, 15.7 per

cent ahead of December 2024 ERV and 27.3 per cent

ahead of previous passing rents.

A tota

l of 30 rent reviews, representing £10.5 million

ofrental value, were concluded at an average uplift

of6.1 per cent above previous passing rents.

lettings and renewals

392

units

+£8.7m

contracted rent

+4.9%

L-f-L ERV

+5.8%

L-f-L valuation growth

+5.0%

L-f-L annualised gross

income

Shaftesbury Capital PLC | 2025 Annual Report 35

Strategic report Corporate governance Financial statements Additional information

Our prime West End office portfolio is well let, with

customers continuing to prioritise high-quality,

well-designed space in locations that support

employee experience and

productivity. Demand is

increasingly centred around buildings that offer

high-quality fit-outs, access to exceptional district

amenities and strong sustainability creden

tials.

Our offices benefit from unparalleled connectivity,

with short walking distances to busy West End

stations including Covent Garden, Leicester Square,

Charing Cross, Oxford Circu

s, Piccadilly Circus and

Tottenham Court Road. Customers place high

valueon being located within vibrant mixed-use

neighbourhoods, where retail, dining, culture a

leisure are on the doorstep.

We continue to see customers relocating from other

parts of central London as employers recognise the

importance of location in attracting a

nd retaining

talent. Our Carnaby | Soho and Covent Garden

offices have captured this demand, with lettings

tooccupiers in the financial, professional services

and rea

l estate sectors.

Our refurbishment strategy remains focused on

delivering spaces that meet a broad spectrum of

customer requirements – from larger floorplates to

highl

y flexible, ready-to-occupy suites – ensuring we

can accommodate both established organisations

and fast-growing businesses. The range of options

across our portfol

io continues to support customer

expansion and long-term retention. During the

year, refurbishment of 23,000 square feet at The

Floral, Covent Garden, targeting BREEAM

Outsta

nding, completed and is fully occupied,

together with new signings on King Street, Ganton

Street and Carnaby Street, comma nding rents of

over £110 per squ are foot.

ring the year, 46 office leasing transactions were

completed with a rental value of £6.1 million,

achieving 7.2 per cent ahead of December 2024

ERV and 11.1 per cent

ahead of previous passing

rents.

A total of six rent reviews, representing £0.3 million

of rental value, were concluded at an uplift of 8.5

per cent above previous

passing rents.

Office

19%

of the property portfolio

under management value

12%

of the property portfolio

under management value

Residential

The residential portfolio has performed well, with

sustained leasing demand and high rates of renewal

across our 659 apartments. Demand continues to be

driven by the qua

lity and character of our period

buildings, which combine modern specification with

the advantages of vibrant neighbourhoods and

well-managed estates. These attributes remai

n highly

valued by residents seeking convenience, connectivity

and cultural proximity. Throughout the year we have

seen competitive demand across all unit types

, limited

voids and short re-letting periods, reflecting the

appeal of our homes and the continued strength of

the central London rental market, with limited new

supp

ly supporting rental levels and occupancy.

Investor sentiment towards the residential sector

weakened in 2025, notwithstanding the continued

rental growth,

as regulatory uncertainty weighed on

transaction volumes.

Looking ahead, our focus is on maintaining quality,

improving energy efficiency and ensuring the

residen

tial portfolio continues to play a role in

supporting our vibrant, mixed-use neighbourhoods.

Across the year, 285 residential lettings and renewals

were complete

d, generating a rental value of

£10.9 million, averaging 6.4 per cent ahead of

December 2024 ERVs and 3.9 per cent ahead of

previous passing rents. At 31 December 2025,

0.7percent of the portfolio was available to let,

demonstrating the depth of demand and the resilience

of occupancy levels.

Shaftesbury Capital PLC | 2025 Annual Report 36

Strategic report Corporate governance Financial statements Additional information

Operating and portfolio review continued

Stakeholder

engagement

“Our destinations are shaped by strong partnerships. Working

closely with our customers, local stakeholders and partners,

we create places that enhance local character, support

thriving communities and deliver sustainable, lasting value.”

Alison Fisher

General Counsel, responsible for corporate affairs

Shaftesbury Capital PLC | 2025 Annual Report 37

Strategic report Corporate governance Financial statements Additional information

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 Corporate governance report on pages 104 to 106.

Customers

The wide range of retailers, food & beverage operators, office occupiers and residents across our portfolio of c. 640 buildings.

Priorities Why we engage How we engage Outcomes of our engagement

• Providing and promoting

vibrant, safe and well-

maintained destinations.

• Providing proactive and

responsive customer service,

with the customer placed at

the heart of our business.

• Providing employee and

partner training to improve

customer experience.

• Enhancing sustainability and

energy performance.

• Being mindful of socioeconomic

and political factors impacting

customers and visitors.

• To put the customer at the

heart of our business.

Success is based on our

ability to listen, understand

and respond to our

customers’, and potential

customers’, needs.

• To adapt to evolving

customer and consumer

trends and requirements.

• To keep our customers

informed of activities of

interest to them across our

destinations.

• Liaising directly and through our partners

with our customers and potential customers

to build collaborative partnerships.

• Annual Customer Satisfaction Survey to

identify priorities for improvement.

• Tailored online customer connection

portals, for secure communication and

operational support.

• Commercial and residential welcome and

destination guides and newsletters on

operations, marketing, sustainability and

community matters.

• Launch of the new customer strategy, which sets out our vision,

promises and success measures.

• Action plans to address feedback and ensure ongoing

enhancements to our customer service.

• Strong commercial partnerships, which help us to provide the right

services and environment for our customers’ success.

• Quality living experiences for our residential customers.

• Carefully curated destinations.

• 149 new commercial lettings and renewals, including UK-first

stores, relocations and expansions.

Employees

The people who are directly employed by us on permanent or fixed-term contracts.

Priorities Why we engage How we engage Outcomes of our engagement

• Building our dynamic culture.

• Attracting, developing and

retaining talented people who

share our values.

• Ensuring open and

collaborative communication.

• Promoting employee well-

being.

• Supporting progression

through personal development

opportunities.

• To deliver our strategic

objectives through

employee expertise and

commitment.

• To foster motivated

ambassadors for our

organisation.

• To keep employees

informed and to seek their

input.

• To continuously improve

our ways of working.

• Annual employee survey.

• Regular townhall meetings led by the

Executive Directors.

• Our Chief Executive meets informally with

small groups of employees.

• Employee Engagement Forum, attended

byour Senior Independent Director, with

representatives from across the Company.

• The townhall meetings in 2025 covered financial results, the launch

of the customer strategy and the different business functions,

enabling employees to learn more about these topics and to feel

invested in them.

• Feedback from the employee survey and Employee Engagement

Forum was shared with the Board.

• Positive results from the employee survey, including an

engagement score of 84 per cent.

• Delivery of a high-quality learning and development programme

and training on core skills, resilience and well-being, as well as

team-specific technical training.

Stakeholder engagement

Shaftesbury Capital PLC | 2025 Annual Report 38

Strategic report Corporate governance Financial statements Additional information

Stakeholder engagement continued

Visitors

The people who visit our destinations or engage with us through our 26 social media channels, email newsletters and consumer websites.

Priorities Why we engage How we engage Outcomes of our engagement

• Providing a vibrant mix of retail

and food & beverage offerings;

innovative installations; events

and campaigns; and greening

and wayfinding.

• Engaging and informative

promotion of our destinations

and our customers through our

digital channels.

• Attracting visitors via tourism

partnerships.

• Providing welcoming, clean and

secure environments across

our destinations.

• To help our visitors create

memorable experiences.

• To support the success

ofour customers.

• To showcase the unique

appeal of our destinations,

and the culture within the

wider area.

• To contribute to the vitality

of the West End.

• A comprehensive programme of campaigns,

events, brand partnerships and cultural

installations aligned with the consumer

calendar.

• Driving regular interaction via our 26 social

media channels, across all our destinations.

• In 2025, consumer engagement surveys

were conducted for Covent Garden and

Carnaby | Soho email and reward card

subscribers, to better understand their

views on our current and future offerings.

• Undertook a wide variety of marketing campaigns and activations

across our destinations including the TUSK Turtle Trail, the Big

Beauty campaign and a series of ‘Soho Nights’. Across our

destinations, there were over 31.5 million social media impressions

made during the 2025 Christmas campaign.

• Grew level of engagement and social media followers by 17.8 per

cent in aggregate across our destinations to reach over 1.6 million

consumers across our social media channels.

• Received nearly 1,000 responses to the Covent Garden consumer

engagement survey, with 87 per cent likely to recommend Covent

Garden to a friend.

• Received over 1,100 responses to the Carnaby | Soho consumer

engagement survey, with 92 per cent likely to recommend the area

to a friend.

• Launched new Covent Garden website with improved user

experience.

Suppliers

Those who have a direct contractual relationship with us, including managing agents, outsourced service providers, building contractors, project managers, consultants

and professional advisers.

Priorities Why we engage How we engage Outcomes of our engagement

• Building and maintaining

constructive and collaborative

relationships.

• Providing high-quality goods

and services responsibly, with

suppliers who are aligned with

our values, including

throughout their own supply

chains.

• Ensuring services meet agreed

standards.

• Providing fair payment terms.

• To deliver high-quality

service to our customers

and visitors by leveraging

trusted, long-term supplier

relationships.

• Monitoring performance against agreed

service levels, including regular meetings.

• Tendering and onboarding processes that

promote high standards and responsible

business practices in our supply chain.

• Running an annual conference with key

operational supply chain partners to review

Customer Satisfaction Survey results.

• Delivering periodic seminars to share our

objectives and values with suppliers.

• Strengthened supplier relationships through clear communication

of expectations. This has fostered long-term collaboration and

trust.

• Implemented machine reading functionality within our accounts

payable systems to streamline processing and payment of invoices.

• Refined and relaunched our internal procurement policy and

process, providing a robust framework for supplier management.

• The annual operational supply chain conference enabled key

partners to propose actions to address feedback from the

Customer Satisfaction Survey.

Shaftesbury Capital PLC | 2025 Annual Report 39

Strategic report Corporate governance Financial statements Additional information

Partners

Local authorities and business improvement districts, neighbouring landowners, tourism partners, local amenity societies and business associations, and a variety of cultural partners.

Ata national level, our partners include government bodies, regulators and industry bodies.

Priorities Why we engage How we engage Outcomes of our engagement

• Engaging with and supporting

our partners’ local statutory

and economic plans and public

realm initiatives to ensure the

continued appeal of the

WestEnd.

• Working co-operatively with

arange of government bodies

and regulators to ensure

compliance, and to foster

transparency and

accountability in our

operations.

• To promote the long-term

success of the West End as

a vibrant, safe and

attractive destination, by

being a good neighbour and

practising responsible

stewardship.

• Meetings, planning consultations, working

groups and responses to policy

consultations andsurveys.

• Active participation in local interest and

neighbourhood co-ordination groups where

we have membership or representation.

• Contribution to initiatives that promote the

success of the West End beyond our

destinations.

• Ongoing engagement with Westminster City Council and the London

Borough of Camden Council to find opportunities to use our practical

knowledge and experience to help to achieve our shared goals.

• Participated in or supported local projects, including the repaving of

Monmouth Street, public realm improvements to Henrietta Street

and Carnaby Street greening trials.

• Responded to policy consultations on matters including licensing

framework and legislation, and planning policy such as the Greater

London Authority’s ‘Towards a new London Plan’.

• Active members of the UKGBC, Better Buildings Partnership and

British Property Federation.

• Supported London Fashion Week via our association with the British

Fashion Council.

• Maintained low-risk tax rating with HMRC.

Local communities

The people who work, live or study in or around our destinations, as well as local organisations, schools, charities and social enterprises.

Priorities Why we engage How we engage Outcomes of our engagement

• Understanding community

needs and how we can best

support them as a responsible,

long-term steward of our

destinations.

• Keeping our communities

informed of our activities

andinitiatives.

• To enhance the vibrancy

ofour destinations through

community investment.

• To keep our communities

informed of our activities

and initiatives and to

respond to their views

andneeds.

• To help address local issues

such as employment and

training, as a responsible

investor in the West End.

• Collaborate with community partners, local

enterprises and others to support projects

and initiatives that benefit our local

communities.

• Provide time, space, expertise and

donations to local charities, organisations

and groups.

• Community grants programme provides

funding towards the cost of local projects

and events.

• Provide destination-specific websites and

in-person drop-in sessions to share

information with and request feedback from

local stakeholders about current and

proposed projects in each

area, including

planning applications and public realm

improvements.

• Destination reward cards offer discounts

across local businesses for those that work,

live or study within our destinations.

• Delivered the first year of our three-year Community Investment

Strategy, primarily focused on local employment; the area identified

as most relevant to our local communities.

• In 2025, our direct total community contribution was £1.1 million.

This included:

• Direct financial contributions to charities, organisations and groups

such as the Young Camden and Westminster Foundations.

• £0.1 million in total in community grants towards 19 local projects

and events.

• 583 employee hours volunteered to local community projects and

initiatives.

• A value of £0.5 million of in-kind space based on a discounted rate

for the space for charities and charitable events.

• Extensive public engagement on planning, licensing and public

realm proposals enabled local stakeholders to be closely involved

in the development of proposals and allowed the needs and

aspirations of local communities to be incorporated, where

possible.

• In 2025, in response to community feedback, we installed 35 new

CCTV cameras across Chinatown and amended operating plans

of a proposed new restaurant in Covent Garden (i

ncluding

removal of a customer terrace and the introduction of window

privacy screens).

Shaftesbury Capital PLC | 2025 Annual Report 40

Strategic report Corporate governance Financial statements Additional information

Stakeholder engagement continued

Capital partners, joint ventures and associates

Our partnership with NBIM in respect of the Covent Garden estate (in which NBIM acquired a 25 per cent non-controlling interest) and our 50:50 Lillie Square joint venture with The Kwok

Family Interests.

Priorities Why we engage How we engage Outcomes of our engagement

• Agreeing strategies to enhance

our portfolios.

• Ensuring the estates are

well-managed.

• Building long-term

relationships.

• To work closely together to

deliver successful outcomes

that add long-term value for

both parties.

• For Covent Garden, regular Board and

management meetings are held throughout

the year, with additional ongoing

engagement including site visits to see

day-to-day operations.

• For Lillie Square, we engage frequently with

our partner, including regular dialogue

between operational and management

teams, outside Board meetings.

• Agreed the annual business plan for Covent Garden, which covers

priorities for 2026.

• Continued to implement the business plan for Lillie Square.

Shareholders

The owners of our business.

Priorities Why we engage How we engage Outcomes of our engagement

• Communicating our investment

case.

• Delivering on our purpose and

ourstrategy.

• Achieving our medium-term

targets.

• Making a long-term positive

impact.

• To strengthen relationships

with our existing

shareholders, potential

investors and analysts,

ensuring that we understand

their priorities.

• To provide updates on our

activities, investment case

and governance.

• The investor relations programme provides

regular updates on our results, activities

and investment case. This includes results

and reporting, regular press releases,

one-to-one meetings, roadshows and

conferences, property tours and our Annual

General Meeting.

• The Chairman of the Remuneration

Committee wrote to shareholders who

represent 65 per cent of the share register

regarding proposed changes to the

Directors’ Remuneration Policy.

• Contacted shareholders to explain

transition to electronic dividends which

improve speed, security and reliability.

• All resolutions at our 2025 Annual General Meeting passed with

over 89 per cent support.

• During 2025, we had approximately 300 investor interactions

including tours, meetings and conferences.

• Investor feedback shared with the Board.

• Shareholder feedback incorporated into proposed Directors’

Remuneration Policy.

Finance providers

Our lending banks, secured-debt providers, exchangeable bondholders and private placement loan note holders.

Priorities Why we engage How we engage Outcomes of our engagement

• Maintaining a strong balance

sheet with low leverage, access

to significant liquidity and

diversified sources of funding

and a balanced maturity

profile.

• Ensuring compliance with our

financial covenants.

• To build strong, transparent

relationships based on

mutual understanding and

regular engagement.

• To ensure that our finance

providers are informed on

business performance,

covenant compliance and

our proposed actions in

relation to underlying

secured assets.

• Regular meetings with counterparties.

• Portfolio tours led by the Executive

Directors and senior management.

• Entered into a five-year £300 million revolving credit facility for

theCovent Garden partnership.

• Extended and repriced £150 million unsecured revolving credit

facility until 2030. This followed early repayment of £200 million

ofthefacility.

• Extended and repriced £300 million unsecured revolving credit

facility until 2029.

• Launched a sustainability linked financing framework.

• Entered into interest rate hedging arrangements.

Stakeholder engagement continued

Shaftesbury Capital PLC | 2025 Annual Report 41

Strategic report Corporate governance Financial statements Additional information

Financial

review

Shaftesbury Capital PLC | 2025 Annual Report 42

Strategic report Corporate governance Financial statements Additional information

Financial review

2025 was a year of positive performance with growth

in rental income, earnings, dividends, property

valuation and net tangible assets per share. We are

pleased to have in

troduced private capital through the

formation of a long-term partnership on Covent

Garden with the Norwegian sovereign wealth fund

which highlights the fundamenta

l value and

attractiveness of our portfolio, and to have further

strengthened our balance sheet through our financing

activities and enhanced the Group’s

financial flexibility.

Total accounting return for the year was 9.1 per cent

and a total property return of 10.1 per cent was

achieved, representing 3 percentage points of

outperformance against the MSCI UK Property Index.

ERV increased by 6.2 per cent resulting in 6.6 per cent

growth in the valuation of property under management

on a

like-for-like basis. Underlying earnings increased

by 12.2 per cent to £81.9 million and the dividend

increased by 14.3 per cent for the year, reflecting the

progression in underlying and cash earnings. The

Group maintains a strong balance sheet with EPRA

loan-to-value of 16.8 per cent and significant

headroom again

st debt covenants. The Group has

access to liquidity of £1.0 billion, positioning it to act

on market opportunities.

On 1 April 2025, the Group completed the sale of a 25

per cent non-controlling interest in the Covent Garden

estate to Norges Bank Investment Management

(“NBIM”). The transaction valued the Covent Garden

estate in

line with its independent property valuation

as at 31 December 2024 and generated gross cash

proceeds of £574 million for the Group.

Presentation of information

The Group financial statements are prepared under

IFRS whereby the Group fully consolidates the Covent

“Performance in 2025 was strong

with positive progress across our

key metrics and a total shareholder

return of 18.6 per cent. The Group

is well-positioned to achieve its

medium-term targets and generate

value for our stakeholders.”

Situl Jobanputra

Chief Financial Officer

£161.1m

Gross profit

4.0p

Dividend per

£81.9m

Underlying earnings

4.5p

Underlying earnings per

214.7p

EPRA NTA per share

16.8%

EPRA loan-to-value

10.1%

Total property return

9.1%

Total accounting return

Financial results

£340.2m

IFRS profit for the year attributable to owners of Parent

18.6%

Total shareholder return

£5,407m

Total market value of portfolio under management

£3,954m

Net assets attributable to owners of Parent

£1,014m

Cash and undrawn facilities

1. Presented on a Group share basis. See page 199 for further

information and reconciliation to IFRS.

2. Further details on alternative performance measures are set out

onpa

ge 199.

Shaftesbury Capital PLC | 2025 Annual Report 43

Strategic report Corporate governance Financial statements Additional information

Garden estate, with NBIM’s 25 per cent interest in

Covent Garden presented as a non-controlling interest.

Prior to the establishment of the Covent Garden

partnership, the Group’s

focus was primarily on the

wholly-owned portfolio with information presented on

an IFRS basis. Following the sale of the 25 per cent

non-controlling interest in the

Covent Garden estate,

management considers the business principally on a

Group share basis with the non-controlling interest

removed on a line-by-line

basis. The key financial

performance indicators are also presented on this

basis. Results for the first quarter of the year reflect

100 per cent ownership of Covent Garden, whilst

the

remaining three quarters reflect a gross cash inflow of

£574 million and the Group’s 75 per cent ownership

post-completion of the transaction.

The Group’s share of join

t ventures and associates

continues to be viewed as a single line item. The Group

holds a 50 per cent interest in the Lillie Square joint

venture. Lillie

Square is not considered to be a core

part of the operations of the Group and therefore its

results are not included on a Group share basis and

are excluded from the calculation of

underlying

earnings. In the prior year the Group also held a 50 per

cent interest in the Longmartin investment, which was

sold to the partner in October 2024.

A summary

income statement and balance sheet which

reconcile the IFRS reported results to Group share are

set out within the alternative performance measures

on page 201.

Financial highlights

We have delivered continued strong operational and

financial performance across the Group. Activity levels

remained consistently high, as evidenced by the

vibrancy of our estates, footfall, customer sales,

leasing volumes and the strong pipeline.

Underlying earnings increased by 12.2 per cent to

£81.9 million, equival

ent to 4.5 pence per share, driven

primarily by higher net rental income, on a like-for-like

basis, and cost efficiencies including lower net financ

costs. The Group’s cost ratio, which adjusts for the

non-cash share award charge, has reduced to 33.1

percent (Dec 2024: 36.2 per cent). The Directors have

proposed a final div

idend of 2.1 pence per share,

which when combined with the interim dividend of 1.9

pence results in a total dividend for the year of 4.0

pence per share. This represe

nts an increase of 14 per

cent compared with the 3.5 pence per share dividend

for 2024 (H1 2024: 1.7 pence; H2 2024: 1.8 pence).

Property assets under management have

been

independently valued at £5,407.1 million, reflecting 6.6

per cent like-for-like growth. ERV increased by 6.2 per

cent (like-for-like) to £270.3 mi

llion and annualised

gross income was up 5.3 per cent like-for-like to

£215.0 million. The equivalent yield of the portfolio

was 4.43 per cent, reflec

ting a marginal inward

movement of 2 basis points since 31 December 2024.

During the year, £113.3 million was invested into asset

acquisitions and capital expend

iture across the

portfolio and proceeds of £12.4 million were realised

on the sale of three properties.

Overall EPRA NTA (net tangible assets) per share

increased by 7.2 per cent from 200.

2 pence to 214.7

pence. Combined with the 3.7 pence per share

dividend paid to shareholders during the year, the total

accounting return for the year was 9.1 per cent. T

otal

shareholder return for the year was 18.6 per cent,

reflecting dividends paid and the change in the share

price from 125.5 pence to 144.5 pence per share.

Total property ret

urn was 10.1 per cent,

outperforming the 7.1 per cent return on the

MSCIProperty Index.

Net finance costs have been reduced by 28 per cent

from £57.2 million

to £41.4 million primarily due to the

increase in interest income earned on the cash

proceeds received from the sale of a non-controlling

interest in Coven

t Garden. The proceeds were used in

part to reduce gross debt by £242 million, which

included a part repayment of the secured Canada Life

loan, for general corporate p

urposes, and are

expected in due course to be used for the repayment

of the £275 million of exchangeable bonds which are

due to mature in March 2026.

Financial review continued

The Group has a strong balance sheet with an EPRA

loan-to-value ratio of 16.8 per cent (Dec 2024: 27.4

per cent) and net debt of £0.8 billion (Dec 2024:

£1.4 billion). The ratio of

net debt to EBITDA has been

reduced from approximately 11 to under 7 times.

There is substantial headroom against debt

covenants and access to liquidity, includi

ng undrawn

committed bank facilities of £675 million.

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 EP

RA net tangible assets,

making adjustments set out by EPRA in its Best Practice

Recommendations. These recommendations are

designed to make the financ

ial statements of public

real estate companies more comparable across

Europe, enhancing the transparency, comparability

and coherence of the sector.

One of the key performance meas

ures which the

Group uses is underlying earnings. The underlying

earnings measure reflects the underlying financial

performance of the Group’s West End property ren

tal

business, on a Group share basis, and is a relevant

metric in determining dividends. The measure aligns

with the main principles of EPRA earnings. EP

earnings exclude valuation movements on the

property portfolio, profit or loss on disposal of

investment properties and investment in subsidiaries

and associates, fair value cha

nges of financial

instruments, cost of early close out of debt and

adjustments in relation to any other non-operating

andexceptional items.

The non-operating

and exceptional items adjusted for

by the Group in the current and prior years include

non-recurring corporate and transaction costs. These

costs are considered non-recurring as

they relate to

significant transactions outside the ongoing operations

of the Group. Other exceptional items adjusted for

include the fair value movements of the option

component of the exchangeable bond, and following

the completion of the all-share merger in March 2023,

the unwinding of the IFRS 3 fair value of debt.

Shaftesbury Capital PLC | 2025 Annual Report 44

Strategic report Corporate governance Financial statements Additional information

In calculating underlying earnings, additional adjustments of £6.7 million (Dec

2024: £2.3 million) are made to EPRA earnings to exclude the financial

performa nce

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.

Further details on APMs use

d and how they reconcile to IFRS are set out on page 199.

Income statement

Underlying earnings is a key measure used by the Group to assess performance.

The numbers for 2025 presented below are on a Group share basis for the Covent

Garden estate (refl

ecting the Group’s 75 per cent ownership) and profits from

associates (which relate to the prior year) are reflected as a single line item. Further

details regarding underlying ear

nings are set out in note 3 to the financial statements,

‘Performance measures’, on pages 171 to 172.

2025

£m

2024

£m

Gross profit

161.1 167.1

Other income

3.0 –

Administration expenses

(41.0) (39.4)

Net finance costs

(41.4) (57.2)

Profit from associate

–2.8

Taxation

0.2(0.3)

Underlying earnings for the year

81.9 73.0

Non-controlling interest 47.2 –

EPRA and non-underlying adjustments 258.3 179.1

IFRS profit for the year 387.4 252.1

Underlying earnings per share 4.5p 4.0p

RS earnings per share 18.7p 13.8p

Dividend per share 4.0p 3.5p

1. Numbers for 2025 presented on a Group share basis.

Gross profit

2025

£m

2024

£m

Rent receivable 212.7 197.2

Straight-lining of tenant lease incentives 3.6 7.8

Revenue attributable to non-controlling interest for 9-month period

April to December

2025 (20.7)–

Revenue 195.6 205.0

Property expenses (33.7) (33.1)

Expected credit loss provision(3.3) (3.9)

Tenant lease incentives written off (1.6) (0.9)

Costs attributable to

non-controlling interest for 9-month period

April to December 2025 4.1 –

Costs (34.5) (37.9)

Gross profit

161.1 167.1

1. Gross profit for 2025 is presented on a Group share basis.

Positive leasing and asset management activity across the portfolio has resulted in

an increase in rent receivable, up 5.9 per cent on a like-for-like

basis, adjusting for

acquisitions and disposals, and for the sale of the 25 per cent interest in the Covent

Garden estate, which took effect on 1 April 2025.

Cash collections ha

ve continued to be strong with limited customer administrations

or anticipated failures in the year. Property costs have remained consistent on an

IFRS basis, with inflationary pressures offset

by operational efficiencies.

Gross profit attributable to the non-controlling interest for the nine-month period

1 April to 31 December 2025 was £16.6 million.

Other income

Following the 25 per cent investment by NBIM in the Covent Garden estate, the

Group provides day-to-day asset management and property management services.

Asset m

anagement fees, broadly reflecting the costs of managing the estate, are

paid to the Group and, together with other items, £3.0 million of income was

recognised in the

year in respect of the nine months commencing on 1 April 2025.

Administration expenses

Underlying administration expenses of £41.0 million have been incurred durin g

theyear, reflecting ongoing efficiencies with an offsetting increase in non-cash

share aw

ard charges (which were £4.6 million higher than in the prior year).

Administration expenses now include a running cost of three years of share

awardcharges for the first time since mer

ger completion in 2023. In view of

strongrelative performance against the peer group on the TAR measure, expected

vesting assumptions have been increased in relation to

the 2023 awards.

Shaftesbury Capital PLC | 2025 Annual Report 45

Strategic report Corporate governance Financial statements Additional information

Financial review continued

Adjustingfor this, and reflecting the effect of ongoing efficiencies, cash

administration costs were effectively eight per cent lower relative to 2024,

andfurther cost saving

s are targeted over the next two years.

£5.9 million (Dec 2024: £3.3 million) of non-recurring corporate and transaction

related administration costs, which do not relate to

the ongoing operations of the

Group, have been incurred during the year.

The Group’s cost ratio, which adjusts for the non-cash share award charge, has

reduced to 33.1 per ce

nt (Dec 2024: 36.2 per cent).

Net finance costs

The cash inflow from the Covent Garden partnership transaction of £574 million

brought net debt down significantly. Net finance costs have been reduced to

£41

.4 million (Dec 2024: £57.2 million). Finance costs of £61.6 million were incurred

in the year with the average gross drawn debt balance of £1.4 billion, reducing to

£1

.2 billion at 31 December 2025.

Finance income of £20.2 million comprises £3.2 million in relation to interest rate

hedging arrangements and £17.0 mill

ion interest on cash held on deposit.

The majority of the Group’s debt is at fixed rates, and as at the year end, the Group

had only £75 million of drawn debt at variable rates. Protec

tion is currently in place

in relation to the interest rate exposure on the Group’s expected drawn variable rate

debt until the end of 2026 through derivative con

tracts entered into in December

2025. These comprise interest rate caps for SONIA exposure at 3 per cent for

notional value of £150 million in each of Covent Garden

and the Group. It is

expected that further interest rate hedging arrangements will be put into place in

due course, as appropriate, in relation to variable rate exposure

for future years.

In 2026, we will refinance or repay £400 million of maturing debt, comprising the

exchangeable bonds and private placement loan notes; however base

d on current

borrowing levels we are targeting finance costs to be broadly flat overall.

Profit from associate

In October 2024 the sale of our 50 per cent share in Longmartin investment was

completed. Up until October 2024 the investment was presented as an associate

with our share

of the profit included in the underlying metrics.

Taxation

The Group continues to satisfy the requirements to qualify for REIT status.

Therefore, as its income is derived substantially from qualifying property rental

business activities within

the REIT regime, the majority of its income is exempt from

tax. There is a tax credit of £0.2 million in the year (2024: £0.3 million charge)

arising in respect of an

adjustment to the prior period tax charge relating to

non-REIT activity.

Dividends

The Board has proposed a final dividend of 2.1 pence per share, bringing the total

dividend to 4.0 pence per share (2024: 3.5 pence per share), reflecting progression

inun

derlying earnings and cash generation. The dividend is to be paid wholly as

aPID on 22 May 2026 to shareholders on the register at 24 April 2026.

Summary balance sheet

The summary balance sheet below as at 31 December 2025 is presented on a Group

share basis, excluding the 25 per cent non-controlling interest in the Covent Garden

estate.

31 December

2025

31 December

2024



IFRS

£m

Adjustment for

non-controlling

interest

£m

Group

£m

IFRS

£m

Property portfolio

5,358.0 (697.1) 4,660.94,929.0

Net debt

(901.5) 88.2 (813.3) (1,405.0)

Other assets and liabilities 111.6 (5.0) 106.6 150.3

Non-controlling interest (613.9) 613.9 – –

Net assets (IFRS and Group share) 3,954.2 – 3,954.2

3,674.3

EPRA net tangible assets 3,954.9 – 3,954.9 3,671.1

EPRA net tangible assets pershare

(pence) 214.7p – 214.7p 200.2p

Adjusted, diluted number ofshares

1,842.3m–1,842.3m1,833.3m

1. Includes £20.7 million (2024: £20.1 million) accounted for as owner-occupied property and £nil

(2024: £9.8 million) accounted for as held for sale. The market value of

the property portfolio under

management is £5,407.1 million (2024: £4,973.5 million).

2. Net debt based on nominal value of debt drawn less cash, excluding tenant deposits

of £11.6 million

(2024: £14.2 million).

3. Number of shares excludes 128.4 million shares held in relation to the exchangeable bond and 3.1 million

within an approved Employee

Benefit Trust. Total shares in issuance, including these components, was

1,953.2 million shares.

IFRS net assets and EPRA NTA have increased by 7.2 per cent in the year, primarily

due to the like-for-like increase in the valuation of the property portfolio. Thenon

controlling 25 per cent interest in the Covent Garden partnership is £613.9 million,

having increased by £47.2 million since completion of the transaction i

n April 2025.

£7.9 million of dividends were paid to NBIM during the year, representing 25 per

cent of the Covent Garden dividends for the period April to September 2025.

Financial review continued

Shaftesbury Capital PLC | 2025 Annual Report 46

Strategic report Corporate governance Financial statements Additional information

EPRA net tangible assets per share +7.2% to 214.7 pence

December

2024

Gain on

revaluation

and sale of

investment

property

Underlying

earnings

Dividends

paid

Non-

underlyi ng

costs

Other December

2025

200.2p

15.6p

4.5p

(3.7)p

(0.7)p

(1.2)p

214.7p

Property portfolio

The carrying value of the portfolio under management, reflected at 100 per cent,

asat 31 December 2025 is £5,358.0 million having increased from £4,929.0 million

at

31 December 2024.

The independent market valuation of the portfolio of £5,407.1 million has increased by

6.6 per cent (like-for-like) since 31 December 2024 driven

by ERV growth of 6.2 per

cent (like-for-like) and the equivalent yield of 4.43 per cent (Dec 2024: 4.45 per cent).

£80.2 million (before costs) has been invested in

targeted acquisitions in Covent

Garden and Soho, presenting asset management opportunities with excellent rental

growth prospects and the pipeline of acquisitions is en

couraging, with a number of

buildings currently under review.

Capital expenditure during the year was £33.1 million, predominantly relating to

office refurbish

ments in Covent Garden.

The sale of three properties, including the last remaining Fitzrovia assets, was

completed in the year for total proceeds of £12.4 million, in l

ine with the

31 December 2024 valuation.

Debt and gearing

The Group maintains a strong financial position, with diversified sources of funding,

aspread of debt maturities, significant headroom against debt covenants, access to

liqui

dity, modest capital commitments, significant unencumbered asset value and

interest rate hedging in place for 2026.

The Group’s cash and undrawn committed facilities as at

31 December 2025 were

£1,014.1 million (Dec 2024: £559.8 million). As at 31 December 2025, the Group had

capital commitments of £8.9 million.

Group share

31 December

2025

£m

31 December

2024

£m

Cash and cash equivalents

339.1 109.8

Undrawn committed facilities 675.0450.0

Cash and undrawn committed facilities1,014.1 559.8

Commitments (8.9) (24.1)

Available resources 1,005.2 535.7

1. Numbers for 2025 are presented on a Group share basis.

2. Excludes tenant deposits of £11.6 million (Dec 2024: £14.2 million).

It is expected that £275 million of the cash and cash equivalents on balance sheet

will be applied towards repayment of the exchangeable bonds upon matu

rity in

March 2026.

The loan-to-value (“LTV”) ratio and EPRA LTV at 31 December 2025 were 17 per cent.

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

ent. Net debt to

EBITDA has been reduced from a multiple of approximately 11 to under 7 times.

Group share

31 December

2025

£m

31 December

2024

£m

Cash and cash equivalents 339.1 109.8

Debt at nominal value (1,152.4) (1,514.8)

Net debt (813.3) (1,405.0)

Loan-to-value 17.3% 28.2%

EPRA loan-to-value 16.8% 27.4%

Net debt to EBITDA 6.6x 10.9x

Interest cover 396.4% 292.1%

Weighted average debt maturity – drawn facilities 4.0 years 4.6 years

Weighted average cost of debt – gross 3.6% 4.0%

Weighted average cost of debt –

net 3.4% 3.7%

Drawn debt with interest rate protection

100% 100%

1. Numbers for 2025 are presented on a Group share basis.

2. Taking account of interest on cash deposits and interest rate caps.

At 31 December 2025, Group net debt was £813.3 million having reduced

significantly following the receipt of the £574 million of gross proceeds from the

creation of

the Covent Garden partnership with NBIM. Proceeds have been used

toreduce drawn debt, with partial repayment of the Canada Life term loan

(£67.4 million of the £135 million, whi

ch utilised approximately £42 million of the

proceeds net of restricted cash), repayment of a £200 million term loan in October

2025 and in due course we are positioned for repay

ment of the £275 million of

exchangeable bonds due in March 2026. In the meantime, the remaining proceeds

are held on deposit until deployed.

Shaftesbury Capital PLC | 2025 Annual Report 47

Strategic report Corporate governance Financial statements Additional information

Financial review continued

In October 2025, the Covent Garden partnership entered into a new five-year

£300 million (£225 million at Group share) unsecured revolving credit facility which

isundraw

The maturity of the Group’s £150 million unsecured revolving credit facility was

extended from December 2027 to December 2030 and the £300 million unsecured

rev

olving credit facility from December 2028 to December 2029. The margins on

these loans were reduced to better reflect market conditions and further strengthen

the Group

’s position. The facilities are currently undrawn.

The weighted average cash cost of drawn debt is 3.6 per cent (Dec 2024: 4.0 per

cent) which reduces to an effective cash cost

of 3.4 per cent (Dec 2024: 3.7 per cent)

taking into account interest income on cash deposits and the benefit of interest rate

hedging. As maturing debt is repaid or refinance

d (including the £275 million of

exchangeable bonds, which have a cash coupon of 2 per cent), based on current

market interest rates, it is currently anticipated that

the weighted average cost of

debt will increase.

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

protection in place. £300 million of hedgi

ng (comprising £150 million at Group and

£150 million in the Covent Garden partnership) has been entered into during the year

and is in place until the end of 2026 whi

ch provides for a cap of 3.0 per cent on

SONIA exposure.

Financing opportunities will continue to be reviewed over the coming year, taking

advantage of the

Group’s attractive credit profile.

Cash flows

Movement in cash flow – Group share

2025

£m

Cash, excluding tenant deposits, as at 31 December 2024 109.8

Non-controlling interest’s share of cash acquired (7.5)

Operating inflow104.0

Investing outflow (107.1)

Financ

ing inflow306.6

Dividends paid (66.7)

Cash, excluding tenant deposits, as at 31 December 2025 339.1

The overall balance of cash increased by £229.3 million to £339.1 million as at

31 December 2025. This is due largely to:

• Operating cash inflows of £104.0 million reflecting growing gross profit and

continuing high levels of cash collection, partly offset by administrative and

finance c

osts. The inflow is further reduced for the payment of non-underlying

administrative costs, non-underlying transaction costs for property acquisitions

and disposals and costs relate

d to the sale of Covent Garden partnership.

• Investing cash outflows of £107.1 million, including £9.4 million of gross proceeds

from the sale of three properties offset by £31.5 million capital expenditure and

£85.

1 million for property acquisitions (including acquisition costs).

• The £267.4 million financing outflow reflects the net movement in facilities drawn

and repaid in the year. In addition, £574 million of gross proceeds were recei

ved

on completion of the long-term Covent Garden partnership.

• Total dividends paid in the year excludes £4.7 million paid to a Group entity which

holds 128.4 million shares in relation to the exchangeable bonds. Followin

g the

dividend threshold test, as set out in the exchangeable bonds conditions,

substantially all of the dividend was subsequently retained by the Group.

Going concern

Further information on the going concern assessment is set out in note 1 to the

financial statements, ‘Principal accounting policies’, on page 163 to 164.

The

Group has a strong balance sheet with EPRA loan-to-value of 16.8 per cent,

Group interest cover of 4.0 times, and access to cash of £339.1 million and undrawn

cilities of £675.0 million as at 31 December 2025. There remains sufficient liquidity

and debt covenant headroom even in a “severe but plausible” dow

nside scenario.

There continues to be a reasonable expectation that the Group will have adequate

resources to meet both ongoing and future commitments for at l

east 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 2025

Annual Report.

Situl Jobanputra

Chief Financial Officer

24 February 2026

Opening

cash

NBIM

transaction

Operating

inﬂow

Non-

controlling

interest cash

acquired

Investing

outﬂow

Financing

outﬂow

Closing

cash

Dividends

paid

Undrawn

RCF

109.8

574.0

104.0

(7.5)

(107.1)

(267.4)

(66.7)

675.0

Total liquidity £1,014m

339.1

Shaftesbury Capital PLC | 2025 Annual Report 48

Strategic report Corporate governance Financial statements Additional information

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 tak

en to mitigate them. The Board has delegated responsibility for the

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

framework to the Audit Comm

ittee.

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

cult

ure. The Executive Committee and senior management team are responsible for

the day-to-day commercial and operational activity across the Group and are,

therefore, responsible for the m

anagement of business risk.

The Executive Risk Committee, comprising the Chief Executive, Chief Financial

Officer, Director of Asset Management, Heads of Asset Managem

ent and Property

Management, General Counsel, Group Financial Controller, Director of

Transformation and Technology, Head of Sustainability and Head of Health a

Safety, 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 eac

h 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 re

gulatory 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 Ris

k 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.

Risk management

Oversight,

assessment and

mitigation at a

Group level

Identification,

assessment and

mitigation at an

operational level

Top

down

Bottom

Governance Board • Sets risk culture

• Sets risk appetite

• Monitors risk exposure and

appetite

• Reviews principal and

emerging risks

Oversight

Ownership

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

•

Reviews the adequacy and

effectiveness of the risk

management framework and

the internal control 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

Shaftesbury Capital PLC | 2025 Annual Report 49

Strategic report Corporate governance Financial statements Additional information

Risk awareRisk averse Risk neutral

Economic and

political

Portfolio

Operational

resilience

Leasing and asset

management

People

Climate change

Compliance with

laws and regulations

Risk

appetite

Risk averse: The Group

is cautious and takes as

few risks as possible

Risk neutral: The Group

takes a balanced

approach to risk taking

Risk aw

are: The Group

is willing to take greater

than normal risks

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 Board and senior management levels. The Group’s risk

appetite statement is rev

iewed 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 manage

ment 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 i

n 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 co

ncentration 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 operation

al,

reputation and compliance risks, recognising that our appetite to risk varies across

different elements of the strategy. Recognising that risk appetite is not an “absolute”,

the Gro

up 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,

inclu

ding 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 controls weaknesses

arise, appropriate

action is taken to rectify the issue and implement controls to mitigate further

occurrences. Such occurrences are reported to the Board. The Group’s processes

nd 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

approval

of the 2025 Annual Report.

Risk appetite

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Strategic report Corporate governance Financial statements Additional information

Risk management continued

Risk outlook and emerging risk

Looking ahead to 2026, there is a high degree of interconnectedness between

macroeconomic conditions and the global geopolitical climate which could affect

the Group’

s risk profile. While inflationary pressures and interest rates may show

signs of improvement, shifts in trade policy, regional conflicts, regulatory changes,

inflation

and capital market volatility could continue to influence investor sentiment,

financing costs, occupational demand, travel patterns, consumer behaviour and

realestate

valuations.

Climate change, environmental regulation and sustainability expectations continue

torepresent an area of focus and potential risk. Failure to comply with evolving

regulatory requirements or meet stakeholder expectations could result in financial,

operational or reputational impacts. In addition, physical climate risks

and the cost

of adapting assets to meet environmental standards may increase over time,

requiring ongoing investment and active management. The regulatory l

andscape also

continues to evolve and bring additional challenges and costs of compliance.

The Group actively monitors emerging risks to identify

and assess issues that could

affect the delivery of its strategic objectives. These risks arise from evolving

circumstances or trends which may develop rapidly and could ha

ve a significant

impact on the Group’s financial strength, competitive position or reputation, either

over the next three years or in the longer term. At this stage, the

likelihood and

potential impact of such risks are often uncertain, and appropriate mitigating actions

may not yet be fully developed.

The Group undertakes regular horizon

-scanning to identify potential risks and

emerging trends that may become significant in the future. The most relevant risks

and opportunities identified throu

gh this process are assessed to determine their

relevance and whether any additional actions are required. Prioritised emerging risks

are then reviewed and validated by senior ma

nagement to better understand their

potential impact and to develop appropriate strategies to manage them. A non-

exhaustive list of emerging risks is outlined over

leaf.

Internal controls

Embedded within the Group’s risk management process is its internal controls

framework, which is built around clearly defined governance structures and robust

oversight processes. The Board and its Committees operate under a clear remit,

with established terms of reference and a schedule of matters reserved for their

review.

The Executive Committee is c

losely involved in the day-to-day management of the

business, holding regular meetings with senior management, while delegated

authority limits govern co

mmitments and payments. Management undertakes daily

monitoring of risks and controls, supported by a formal assessment of strategic and

emerging risks by the Exe

cutive Risk Committee, which reports to the Audit

Committee and Board.

The Board receives regular updates on operations, IT systems and cyber security,

and the Group maintains a transparent

Tax Strategy, published on our website,

outlining its approach to tax risk management and governance. In addition, a

Whistleblowing Policy and confidentia

l hotline enable employees and third parties to

raise concerns, with these arrangements reviewed annually by the Audit Committee.

Specific controls over financial reportin

g and the consolidation process include an

appropriately staffed management structure with clear accountability, alongside a

comprehensive reporting, budgeting and review

system. The Chief Financial Officer

and Group Financial Controller provide regular updates to the Board and Audit

Committee, covering forecasts, performance against budget a

nd financial covenants.

The effectiveness of financial, operational and compliance controls is subject to

formal review by management and exter

nal advisers, with findings reported to the

Audit Committee. Furthermore, BDO LLP, appointed as the Group’s internal auditor,

conducts regular audits of controls procedures an

d reports its findings directly to

the Audit Committee.

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Strategic report Corporate governance Financial statements Additional information

Risk management continued

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

•

UK fiscal and monetary policy and political uncertainty, alongside evolving

geopolitical risks, impacting confidence, investment and occupier deman

• Landlord, tenant and wider regulatory reform, including implementation of the

Renters’ Rights Act from 2026;

• Implementation of the Building Safety Act and evolving UK property valuation

standards and practices;

• Planning and environmental policy changes affecting development feasibility,

cost and timelines;

• Changes to residential rent controls; and

• Technology disruption (particularly the impact of AI) and associated cyber,

fraud and business-model impacts across customer and operations.

Emerging risks with a longer-term horizon include:

•

Shifts in social dynamics and demographics, including changes in how space

isused, patterns of urbanisation, consumer spending and travel patterns;

• Evolving consumer preferences and behaviours;

• Long-term impacts of climate change;

• Influence of technological developments, including in areas such as digital

currencies on consumer behaviour and payment practices; and

• Changes to property-related tax and regulatory changes.

2025 principal risks

Change in

the year

Economic and political

Portfolio

Operational resilience

Leasing and asset management

People

Climate change

Compliance with law and regulations

Key

Increase DecreaseStable

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. 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.

The risks i

nherent in the compilation of financial information, are disclosed in note 1

to the financial statements, ‘Principal accounting policies’ within ‘Critical accounting

judgements and key sources of estimation and uncertainty’, on page 164.

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Risk management continued

Economic and political

• Decline in real estate valuations driven by

macroeconomic conditions, interest rates

and investor sentiment

• Changes to government policy, legislation

and regulation impacting the property

sector

• Weak or volatile business and consumer

confidence

• Inflationary pressures on operating costs,

including energy and the cost of living

• Increased material costs, supply chain

disruptions and labour shortages affecting

customers

• Reduced availability and/or increased cost

of debt or equity funding; financial market

volatility and/or disruption

• Uncertainty over the level and trajectory

ofinterest rates

• Persistent discount of the Group’s share

price relative to EPRA NTA

Impact on strategy

• Lower rental income due

to customer demand,

affordability pressures or

tenant failures

• Increased vacancy levels,

incentives or longer letting

periods resulting in lower

rental income

• Downward pressure on

capital values and

portfolio valuations

• Higher finance costs due

to increased interest

expense on new or

refinanced debt

• Higher operating costs

due to inflation in property

operating costs, energy,

insurance and service

contracts

• Reduced financial and

operational flexibility due

to constraints on capital

investment, development

activity or asset

repositioning

Mitigation

• Maintain appropriate liquidity to meet

operational and financial commitments

• Target longer and staggered debt maturities,

and diversified sources of funding

• Undertake early refinancing of upcoming

debt maturities where appropriate

• Covenant headroom monitored and stress

tested

• Fixed rate financing and derivative contracts

to provide interest rate protection

• Counterparty credit monitoring, early

intervention, diversification by concept, price

point and covenant quality

• Monitoring proposals and emerging policy

and legislation, with industry lobbying where

appropriate

• Engagement with key stakeholders and local

authorities

• Monitoring of key indicators including

interest rate and yield movements, capital

market liquidity, valuation trends, customer

demand and occupancy levels, and the

Group’s EPRA NTA discount

Context and actions taken:

The Group’s focus on prime West End assets has

historically provided resilience through economic cycles,

supported by strong underlying demand, low vacancy

levels and sustained footfall.

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

strong balance sheet, with sufficient liquidity and debt

covenant headroom, to ensure it is able to withstand

market volatility and take advantage of opportunities.

Asat 31 December 2025, the Group had access to cash

of£339 million and undrawn facilities of £675 million

providing substantial headroom against foreseeable

commitments. Funding, debt and treasury metrics are

monitored on a continual basis with a focus on preserving

liquidity and capital, maintaining leverage and managing

refinancing risks.

Extensive forecasting, stress testing and scenario

modelling has been undertak

en, including sensitivities to

interest rates, valuation movements, rental income and

cost inflation, to help inform decision-making and capital

allocation.

A down

side scenario has been analysed in connection with

the going concern assessment, details of which are set out

in note 1 to the financial statements, ‘Principal accounting

policies’ within ‘Going concern’, on page 163. The financial

statements have been prepared on a going concern basis.

The Group remains in close dialogue with local authorities

and key stakeholders to understand policy developments

and future plans, and to position the estate constructively

in response to potential l

egislative, planning and

regulatory changes.

See Chief Executive’s statement on page 8 for further

information ->

KeyIncrease Stable Decrease

Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded

Principal risks and uncertainties continued

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Risk management continued

KeyIncrease Stable Decrease

Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded

Portfolio

• Inability of the Group to adopt the

appropriate portfolio strategy to respond

effectively to changing market conditions

and shifts in consumer behaviour and

customer requirements

• Portfolio concentration

• Misalignment with joint venture and

otherpartners

• Volatility in the investment and capital

markets, including changes in investor

sentiment and fluctuations in property

yields and values

Impact on strategy

• Inability to deliver the

Group’s business plan or

need for structural change

to the business plan

impacting returns or

capital values

• Reduced flexibility to

respond to adverse

market conditions

Mitigation

• Focus on prime assets, locations and uses

where, in normal conditions, there is a

structural imbalance between availability of

space and demand

• Concentration of assets where scale and

control can be leveraged to influence

place-making outcomes

• Establish asset clusters to provide the

opportunity to drive long-term growth and

returns

• Regular strategic analysis with focus on

creating mixed-use destinations and

residential districts with distinct and

sustainable attributes

• Market monitoring and valuation through

regular assessment of investment market

condition and bi-annual external valuations

to monitor portfolio performance and value

• Regular communication and agreed business

plan with joint venture partners

• Reconfigure and repurpose space to

respond to, and anticipate, evolving

customer demand and consumer behaviour

Context and actions taken:

The Group focuses on prime assets in the West End of

London, predominantly within the retail and F&B (food &

beverage) sectors.

While this portfolio concentration presents inherent risk,

the Group considers this focus to be a strategic strength,

providing a high degree of influence over defined areas

and the ability to curate customer mix, uses and the public

realm in order to drive long-term value.

The Group actively promotes and manages its areas to

sustain high levels of footfall and to maintain locations that

remain relevant, attractive and commercially vibrant.

During 2025, sustained customer demand resulted in low

vacancy levels across the portfolio and consistently strong

footfall performance.

Further to the introduction of NBIM as an investor in

Covent Garden, the Group has retained 75 per cent

ownership and management control over the Covent

Garden estate but does not have sole control over all

strategic, operational and financial decisions relating to

these assets. Contractual agreements for management of

the estate are in place with regular communication

between parties throughout the year and performance

tracked against the agreed business plan.

Through regular dialogue with current and potential

customers, combined with ongoing assessment of market

conditions, the Group is able to better understand market

demand and consumer preferences and reconfigure and

adapt space as appropriate to support leasing

performance and long-term returns.

See Our Portfolio on page 16 for further

information ->

Principal risks and uncertainties continued

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Strategic report Corporate governance Financial statements Additional information

Risk management continued

Operational resilience

• Misconduct or poor operational or

sustainability standards

• Poor performance, failure or misconduct by

third-party advisers, contractors or service

providers including during period of

transition

• Catastrophic or disruptive event such as

aterrorist attack, natural disaster, health

pandemic or cyber security incident or

cyber crime

Impact on strategy

• Reduced rental income as

a result of business

disruption, reduced

footfall or tenant impacts

• Higher operating costs,

including remediation,

security, insurance or

recovery costs

• Reduced capital values

and investment

attractiveness

• Reduced financial and

operational flexibility

• Business disruption or

damage to property

assets

• Reputational damage to

the Group and/or

diminished attractiveness

of London as a destination

Mitigation

• Supplier procurement policy in place, with

regular monitoring of third-party advisers

and contractors

• Engagement with key stakeholders and local

authorities

• Comprehensive insurance cover, including

building reinstatement, loss of rent and

terrorist insurance

• Detailed business continuity and crisis

communication plans in place

• On-site physical security measures and

cyber security systems in place to protect

data and IT infrastructure

• Health and safety policies and procedures

• Close liaison with police, National Counter

Terrorism Security Office and local

authorities

Context and actions taken:

While geographic concentration presents inherent risk, the

Group’s ownership of prime West End real estate is also a

significant strength, providing an element of control and

enabling active curation of areas to maintain locations that

are popular, safe and resilient. Given the high-profile

nature of the Group’s assets, the risk of an external event

is inevitably heightened. The Group therefore places

significant emphasis on maintaining appropriate insurance

cover and implementing effective security, operational and

health and safety frameworks. Business continuity plans

for both employees and service providers have been

reviewed, including the introduction of external resources

if required, alongside associated HR policies, technology

and communication arrangements. IT security systems that

support data security and disaster recovery are in place.

Cyber security risk, including both widespread threats

such as state-sponsored attacks and those targeted

directly at the Group’s systems and data, remains a key

area of focus. The Group is supported by external

advisers, including specialist consultants, to ensure

appropriate controls and security protocols are

maintained, and employees receive regular cyber security

and phishing awareness training.

Operational resilience, cyber security and business

continuity arrangements are reviewed regul

arly by

management, with key risks and mitigation measures

reported to the Board.

See Our strategy and business model on page 12 and

13 for further information ->

KeyIncrease Stable Decrease

Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded

Principal risks and uncertainties continued

Shaftesbury Capital PLC | 2025 Annual Report 55

Strategic report Corporate governance Financial statements Additional information

Risk management continued

Leasing and asset management

• Inability to achieve target rents or to attract

and retain desired customer mix and high

occupancy due to changing market

conditions, shifts in consumer behaviour

and spending patterns and increased

competition from alternative 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

• Reduced ability to deliver

targeted rental growth

and long-term valuation

creation

Mitigation

• Maintain a high-quality and diversified

customer mix aligned to each location

• Strategic focus on creating mixed-use

destinations with distinctive and sustainable

attributes

• Early engagement with local and national

authorities

• Pre-application and consultation with key

stakeholders and landowners

• Regular assessment of market conditions,

leasing performance and development

strategy

• Active asset management to respond to

changing customer and consumer demands

• Business strategy based on delivering

sustainable, long-term returns

Context and actions taken:

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 2025, leasing activity

remained strong, with high occupancy levels reflecting the

strength of demand for prime central London real estate.

Many of the Group’s customers operate within the retail

and F&B sectors and are exposed to a range of external

pressures, including the availability and cost of credit,

cost-of-living impacts on consumer spending, business and

consumer confidence, inflation, energy costs and supply

chain disruption, labour availability and other operational

cost pressures.

The Group actively seeks opportunities to create or

enhance value through the planning process, cognisant of

the risks but leveraging the Group’s experience and

capabilities to deliver strategic objectives.

The Group has a focused leasing, asset management and

marketing strategy in place, ensuring the business is

well-positioned, and regularly engages with customers,

suppliers and partners to ensure requirements, standards

and operational resilience are maintained.

See Our Portfolio on page 16 for further

information ->

KeyIncrease Stable Decrease

Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded

Principal risks and uncertainties continued

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Strategic report Corporate governance Financial statements Additional information

Risk management continued

People

• Inability to attract, retain and develop

suitable skilled and experienced employees,

leadership and succession planning within

the business

• Key person risk

Impact on strategy

• Reduced ability to execute

the Group’s strategy and

business plan

• Constrained growth and

loss of strategic or

commercial opportunities

• Increased pressure on

corporate costs and

operational effectiveness

Mitigation

• Succession planning and identification of key

roles and critical skills

• Regular performance evaluations, training

and professional development

• Long-term, competitive and performance-

linked incentive arrangements

• Flexible and modern working practices

Context and actions taken:

The Group’s success is driven by a dedicated team of

skilled and talented individuals working collaboratively

across the business. The health, safety and well-being of

our people and service providers is of the utmost

importance, supported by a culture and environment that

allows individuals 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 and

management strategies have been implemented to ensure

appropriate support, supervision and collaboration where

employees are working flexibly or remotely.

Recruiting and on-boarding policies have been reviewed

and adapted where necessary to ensure that the business

is able to continue to attract, develop and retain high-

quality talent.

The Group continues to monitor 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 Our people and culture on page 87 for further

information ->

KeyIncrease Stable Decrease

Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded

Principal risks and uncertainties continued

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Strategic report Corporate governance Financial statements Additional information

Risk management continued

KeyIncrease Stable Decrease

Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded

Climate change

• Physical impact to the Group’s assets from

rising temperatures or other extreme

climate-related event such as flooding

• Transitional challenge of increasing and

more onerous climate-related regulation,

compliance and reporting requirements

• The cost, complexity and feasibility of

retrofitting, insuring or leasing heritage

assets and listed buildings on a Whole-Life

Carbon basis

• Failure to progress cost-effective retrofit

pathways for heritage assets may reduce

lettability, ERVs, and exit liquidity risk

• 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 resulting from

physical climate events

• Increased operating costs

associated with

compliance, reporting and

achieving target

environmental metrics

• Increased capital costs of

retrofitting, or inability to

resolve listed building or

planning challenges, leads

to buildings becoming

“carbon stranded”

• Reduced rental income

through lower rents and

longer void periods due to

reduced customer

demand for less

sustainable buildings

Mitigation

• Active management of climate-related risks

and opportunities, supported by a dedicated

sustainability team

• We have set a 2040 Net Zero Carbon target

to align with the Science Based Targets

initiative (“SBTi”) long-term carbon reduction

targets. For more detail on the mitigation

measures in place for climate risk, please

refer to the Group’s TCFD disclosures in the

2025 Annual Report as well as the Group’s

Net Zero Carbon Pathway.

• External reporting and performance

monitoring through recognised indices and

benchmarks, including EPRA, CDP, MSCI and

GRESB

• Continued engagement with stakeholders to

preserve heritage buildings, while enhancing

environmental performance

• Proactive 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 recognises

the urgent need to tackle climate change. The Group is

committed to meeting our interim 2030 carbon reduction

targets and our 2040 Net Zero Carbon target which aligns

with the SBTi long-term carbon reduction targets. As a

long-term steward of the West End, the Group recognises

the importance of preserving and celebrating the area’s

heritage through carefully considered refurbishments

anddevelopments.

The Group has made material progress in the

decarbonisation of the portfolio and recognises that it is

ata critical point for action and will continue our efforts in

2026 to reduce greenhouse gas emissions in our buildings

and operations. This requires more innovative and

sustainable ways of working and includes supply chain

partners across development and operational disciplines,

customers, as well as corporate actions.

See Sustainability on page 72 for further

information ->

Compliance with law andregulations

• Breach of legislation, regulation or

contractual obligations including

shareholders agreement with joint venture

and other partners

• Failure to anticipate, respond to or comply

with changes in legal or regulatory

requirements, including potential reforms

tothe Landlord and Tenant Act or other

property-related legislation

• Health and safety incidents, including

accidents or near misses, causing loss of life

or very serious injury to employees,

contractors, customers or visitors

• Loss of REIT status due to non-compliance

with REIT requirements

• Added complexity of reporting requirements

because of joint venture and other partner

arrangements

Impact on strategy

• Prosecution for non-

compliance with

legislation or regulation

• Litigation or fines and

associated reputational

damage

• Distraction of

management from

strategic objectives

• Adverse financial

consequences, including

potential loss of REIT tax

benefits

Mitigation

• Appointment of external advisers to monitor

changes in law or regulation

• Employees attend external briefings to

remain cognisant of legislative and

regulatory changes

• Governance frameworks within joint venture

agreements and partnerships with regular

communication with partners

• Robust health and safety policies,

procedures, training and governance

frameworks across the Group

• Appointment of reputable and competent

contractors

• Adequate insurance held to cover the risks

inherent in property ownership, management

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 awareness of, and

compliance with, 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.

The Group remains in ongoing communication with HMRC

regarding its REIT status, its compliance with the

requirements and HMRC’s approach in the event of any

potential breach of the REIT conditions.

See Corporate governance on page 91 for further

information ->

Principal risks and uncertainties continued

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Risk management continued

Shaftesbury Capital PLC | 2025 Annual Report 59

Strategic report Corporate governance Financial statements Additional information

The Directors have assessed the viability of the Group over the three-year period to

December 2028. 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 49 to 58.

Whilst the Board monitors prospects over a

longer period in the execution of the

Group’s strategy, the primary focus within the business planning process is on the

first three years, therefore the Directors have determined that

this remains an

appropriate period over which to provide the Viability Statement.

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.

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.

Our West End portfolio continues to demonstrate its end

uring appeal with positive

trends in footfall and sales, high occupancy and overall leasing activity levels well

ahead of ERV. Occupational demand is delivering rental

income and valuation

growth.

While geopolitical risk remains elevated and there is macroeconomic volatility, the

West End and the Group’s unique portfolio of pri

me investments have demonstrated

remarkable resilience. The Group maintains a strong balance sheet with a focus on

resilience, flexibility and efficiency. There

is significant headroom against debt

covenants and access to significant liquidity.

As at 31 December 2025, the Group had net debt of £0.8 billion, an EPR

A LTV ratio

of 17 per cent and Group interest cover of 4.0 times. The Group is projected to have

sufficient cash reserves and undrawn facilities to meet debt maturities durin

g the

viability period. Drawn debt is at fixed rates or currently has interest rate protection

in place.

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 viabil

ity. The Group has clear

plans in place to address energy performance, Net Zero Carbon and related areas;

however, the longer-term impacts of sustainability and clim

ate change are less

predictable, and the current assessment indicates that these risks remain within the

parameters of “severe but plausible” scenarios over the viability period,

such that

no additional downside impact has been modelled for these purposes.

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 liquid

ity. 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 interest 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 2025 valuation, assuming a decline in rental values along and/or a

idening of valuation yields.

Viability Statement

Viability Statement continued

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Strategic report Corporate governance Financial statements Additional information

Liquidity

As at 31 December 2025, the Group had cash reserves of £339 million and undrawn

facilities of £675 million, both on a Group share basis. The Group’s debt matures

between March

2026 and 2037. Debt maturities during the viability assessment

period are:

• £275 million exchangeable bonds are expected to be repaid using cash resources

onmaturity in March 2026.

• £162.5 million (£122 million Group share) of private placement loan notes maturing

at the end of 2026 and £100 million (£75 million Group share) of private place

ment

loan notes maturing between 2027 and 2028 are assumed to be refinanced at

terms reflecting current market conditions.

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 “severe but plausible”

downside scenario, replacement fin

ancing could be put in place for debt maturities

as demonstrated through the recent refinancing activity.

Covenant compliance

The downside scenario was carried out to evaluate the potential impact of certain

principal risks materialising, in particular to stress test the Group’s financing

covena

nts. Under the downside scenario, the Group is expected to remain in

compliance with all financial covenants of its debt arrangements.

In addition to considering a downside scenario, reverse stress testing has also been

undertaken, which indicates that the Group could withstand a decrease of 49 per

cent in income a

nd 52 per cent in valuations before breaching 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 its liabilities as they fall due

over the viabil

ity period to December 2028.

This is Shaftesbury Capital’s third TCFD disclosure and is aligned with all 11

recommendations of the Task Force on Climate-related Financial Disclosures.

Itsummarises

our climate-related risks and opportunities and meets the

requirements of the UK Listing Rules, the TCFD Annex all-sector guidance, and the

supplemental guidance for materia

ls and buildings. We continue to refine our data

and analysis to enhance future disclosures. All relevant information is included in this

dis

closure and we have not published additional disclosures as done in prior years.

Our portfolio is concentrated in London’s West End and remains fully within the

UKregulatory framework. There have been no year-on-year changes to our business

strategy or asset base that would materially affect our assessment of climate-

related risks or opportunities

We continue to monitor relevant UK regulatory developments that may influence

ourassessment of transition risk. No material changes have been identified in either

physical or transition risks during the reporting period.

Governance

Board’s oversight of climate-related risks and opportunities

The Board has ultimate responsibility for climate-related risks and opportunities.

Itoversees the Group’s Sustainability Strategy, monitors progress against 2030

carbon-reduction targets and

the 2040 Net Zero ambition, and reviews sustainability

performance. Climate change, major investments and delivery of the sustainability

strategy are considered by the f

ull Board, with overall accountability resting with the

Chief Executive.

The Chief Executive, Chief Financial Officer and Richard Akers bring relevant climate

and ESG experience,

supported by the sustainability team, which advises senior

management and the Board.

Climate-related risks are embedded within the Group’s risk management framework

d overseen by the Executive Risk Committee, which reviews risks quarterly and

reports to the Board. In 2025, the Audit Committee reviewed climate-related risk

reporting, including GHG an

d environmental disclosures and this TCFD report.

Further details on governance committees and meeting frequency are set out

on page 63 ->

Management role in assessing climate-related risks and opportunities

Senior management report sustainability matters to the Board, supported by the

Sustainability Committee (previously the Environment, Sustainability and Community

(“ESC”) Management Committee). Climate-related risks are assessed through the

Group’s risk management framework by the Executive Risk Committee, informed

bybusiness un

its and the Head of Sustainability.

Senior management actively manage climate-related risks and opportunities,

including delivery of carbon-reduction initiatives a

nd regulatory compliance.

Thesustainability team is embedded within the property function, and Executive

Directors have ESG-related objectives under the annual bonus pla

n, including

climate actions where relevant, as described on pages 138 to 140.

Strategy

The Group assesses potential climate-related risks and opportunities over the

following time horizons to support effective financial planning and lease

management:

• Short term: 0–3 years

• Medium term: 3–10 years

• Long term: 10–30 years

Our assessment focuses on Shaftesbury Capital’s target to achieve Net Zero by

2040. As this falls at the end of the medium term and the early part of

the long term,

the assessment provides a balanced view of both time horizons.

Our process to identify and assess climate risks is set out in the Risk management section

on page 62 ->

Climate-related risks and opportunities the organisation has identified over the

short, medium and long term

Identified risks and opportunities apply across the business. Risks are included if

they are deemed to have a significant financial impact, are assessed as being ‘high’

‘very high’ in our transitional risk analysis, or are considered to have the potential

to be material in future. These risks are set out on pages 64 to 68.

Transition risks

Our assets are concentrated in a single UK jurisdiction, limiting overall climate risk

but increasing the potential impact of any single adverse event. A desk

top

assessment undertaken in 2025 found no significant change in key transition risks,

which include short-term regulatory changes, medium-term shifts in customer

dema

nd for sustainable assets, and challenges upgrading heritage buildings due

topolicy or configuration.

Task Force on Climate-related Financial Disclosures

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Physical risks

Most assets have low exposure to physical hazards across all time horizons and

emissions scenarios. However, surface water flooding and drought stress pose

medi

um or higher risk at some locations before mitigation. River/coastal flooding

and storm surges are immaterial in the short to medium term due to distance from

the Thames and prote

ction from the Thames Barrier.

Indirect physical risks include potential disruption to London’s transport network,

energy grid strain and construction delays, which could affec

t customers and

operations.

Opportunities

Opportunities mainly arise in the short and medium term through attracting and

retaining customers with energy-efficient buildings, showcasing Whole-Life Carbon

benefits of heritage stock

and leveraging expertise in heritage building

decarbonisation.

Identified risks and opportunities apply across the business. These are set out on pages 64

to 68 ->

Impact of climate-related risks and opportunities on the organisation’s business,

strategy and financial planning

Climate-related mitigation measures are incorporated into our sustainable

development requirements and are therefore embedded within our capital

expenditure refurbishment

programme. We remain committed to long-term, low-

carbon investment in our assets, prioritising repurposing and refurbishment over

demolition and new construction. This approach

preserves the heritage character

ofour destinations, enhances energy performance and reduces embodied carbon,

while limiting potential future liabilities associated with carbon

offsetting.

With planned mitigation measures and suitable insurance in place, physical risks are

effectively managed and residual risk is acceptable. We conclude

that no change to

the current investment strategy is required, either in terms of building type or

location, under any scenario reviewed.

Through our refurbish

ment strategy, we continue to improve the energy efficiency

and climate resilience of the portfolio. We will invest approximately 0.1 per cent of

portfolio value

per year in energy-efficiency upgrades, supporting our ability to meet

Minimum Energy Efficiency Standards (“MEES”) requirements and supporting the

needs of custo

mers and stakeholders.

Our Net Zero Carbon targets are clearly defined (see page 82) and integrated into

our business planning through our sustainable developme

nt requirements.

Resilience of the organisation’s strategy, taking into consideration different

climate-related scenarios

Considering multiple climate scenarios, including a 2°C pathway to reflect the Paris

Agreement, we remain committed to long-term investment in London’s West

End

andto delivering energy-efficient, climate-resilient buildings. Based on identified

risks, we do not expect material changes to our strategy over the mediu

m term.

Current mitigation measures are effective and the business is resilient.

Scenario analysis confirms resilience across a range of plausible outcomes. Ong

oing

investment, asset enhancements and integration of our Net Zero Carbon target

strengthen strategic resilience. Aligning our Net Zero Carbon target with a 1.5°C

trajectory reduces future target tightening, while clear 2030 and 2040

decarbonisation milestones enable informed planning and clarity for stakeholders.

Resilience approach for each risk is set out on pages 64 to 68 ->

Risk management

Process for identifying and assessing climate-related risks

Physical

Climate-related physical risks were reviewed in 2024 using the ‘Climate X’ data

projection platform Spectra. Risk ratings have been determined for relevant physical

cli

mate hazards by combining likelihood and severity scores. We have used three

physical climate change scenarios representing established low, medium and high

emissions pathways

(Representative Concentration Pathway (“RCP”) 2.6, RCP4.5 and

RCP8.5) to understand the range of potential climate outcomes, aiding in

comprehensive risk understanding an

d strategic planning. This approach addresses

compliance with regulatory and stakeholder recommendations, informs investment

and resource allocation and enhances

resilience. We assumed that these scenarios

will not be exceeded across the timelines identified. During 2025, we reviewed loss

history for all assets identified as being higher ris

k from storm flood and determined

that there had been no relevant losses recorded.

Transition

Our transition risk analysis, updated in 2025, employed a third-party desktop review

of the market using the “Balanced Pathway” and “Fossil Fuel Pathway” from the

buildings se

ction of the UK’s Seventh Carbon Budget.

Balanced Pathway: This is the proposed UK trajectory for achieving Net Zero by

2050. It assumes continued expansion of renewable e

nergy, accelerated grid

decarbonisation and strong policy support.

Fossil Fuel Pathway: This scenario assumes a shift away from Net Zero

commitments, increased reliance

on domestic fossil fuels, slower technological

innovation and weaker economic conditions, accompanied by declining living

standards.

These sc

enarios inform our understanding of potential policy, market and

technological shifts that could affect the business. No material changes to transition-

risk exposure were id

entified during the year.

See page 49 for further information on risk management and our principal risks ->

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Managing climate-related risks and integrating into overall risk management

Climate change has been identified as a principal risk as set out on page 58. Climate-

related risks are managed through the Executive Risk Committee, comprising the

Executive Directors, General Counsel, Group Financial Controller, senior members

of the property team, Director of Transformation and Technology, Head of Health

and Safety and

Head of Sustainability. This is the executive level management forum

for the review and discussion of risks, controls and mitigation measures, as set out

on page

49.

Physical risks are managed and mitigated through our ongoing programme to

improve the energy efficiency of our buildings and our investmen

t in increasing green

space across our portfolio.

The Board has overall responsibility for the Group’s risk management framework,

setting risk appetite and regularly reviewing pri

ncipal risks and associated mitigation

actions. Climate-related risks are embedded into this framework through staff

engagement and targeted training, including rol

e-specific programmes covering EPC

requirements, data collection and embodied-carbon assessments.

The Head of Sustainability sits on the Executive Risk Committee, ensuring that

limate risks are considered within broader operational and financial risk

discussions. The Committee meets quarterly to review significant business risks,

including sustainabi

lity-related risks, and prepares a risk report for the Board.

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List of climate-related risks and opportunities, impact on the business and our resilience to risk

Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk

Chronic and acute

The portfolio

broadly

demonstrates a high

level of resilience

toclimate change

across RCP2.6,

RCP4.5 and RCP8.5

(low, medium and

high

emission)

scenarios and our

strategic time

horizons.

Risks are assessed

without

consideration of

mitigation to

understand the

underlying risk.

Indirect physical

impacts from

amage to London

infrastructure are

also considered.

Time horizon:

Medium to long

term

1. Hotter summers increase costs

for maintaining indoor building

environments as frequency of

peak summer temperatures

increase.

RCP2.6,

RCP4.5

RCP8.5

Climate adaptation a

nd mitigation measures are

integrated into our standard design brief.

Applied measures to improve resilience include

reducing water demand, preventing overheating

through desig

n and adding sustainable drainage to

mitigate precipitation impacts where appropriate.

These actions did not result in material additional

capital expenditure, as planning req

uirements

already address such risks.

We will also support customer transition to Net

Zero, alongside our ongoing EPC programme and

building optimisation i

nitiatives.

We purchase suitable insurance to cover the perils

identified in our physical climate risks analysis.

We continue to invest in innovation re

lating to

climate-resilient urban buildings in a heritage

setting.

Ongoing investment to increase green space and

infrastructure across the portfolio reduces

urban

heat island effect.

Assets are not located in coastal or

fluvial flood areas which limits overall

exposure in all scenarios and time

horizons. Our investme

nt appraisal for

individual assets considers climate risk

exposure on new acquisitions.

We are confident that we are sufficiently

resilient to these risks and con

sider

risks across suitable scenarios and time

horizons.

We recognise the evolving nature of

climate projections and availability of

data. Therefore, we will

review physical

climate risk exposure every two years,

or sooner if required, to update and

inform asset strategies as appropriate.

2. Localised flooding and costs

associated with retrofitting

buildings for increased

resilience. Surface water

flooding is considered as the

greatest risk, with 55 assets out

of 660 at potentia

l high risk

based on location. Climate X

analysis indicated that

aggregated replacement costs

could be c. £3 million under all

scenarios.

RCP2.6,

RCP4.5

RCP8.5

3. Increased disruption to the local

energy and transport network

due to extreme weather events.

Our business relies on the

functioning of the wider London

frastructure that may be more

vulnerable to physical impacts

ofclimate change. Increased

risk when combined with

possible failure of the Thames

Barrier.

RCP2.6,

RCP4.5

RCP8.5

4. Fresh water availability and

drought stress are noted risks

for London which exposes the

business to risks from increased

planning requirements and

potential impact o

n construction

through water-intensive

materials in longer time

horizons.

RCP4.5

RCP8.5

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Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk

Policy and legal

As the transition

toalow-carbon

economy continues,

we anticipate

accelerated and

enhanced emission

reporting

regulations will

potentially be

impl

emented in

response to meeting

the UK carbon

reduction targets,

alongside existing

requirements.

Time horizon:

Short to medium

term

5. Evolving regulations such as

MEES and enhanced climate

disclosures become increasingly

difficult to implement, especially

in heritage building

s where we

see a potential conflict between

heritage and energy efficiency.

There is a potential risk of

additional cost as we need to

replace less carbon-efficient

syste

ms outside of their normal

lifecycle.

Balanced

and Fossil

Fuel

We have embedded an ongoing EPC improvement

programme. There is a modest cost to repeating

EPC assessment periodically. Research indicates

that the cost of achieving MEES and Net Zero

Carbon compliance is not excessive. We currently

estimate costs of £30-35 mill

ion by 2030 to achieve

energy efficiency improvement for expected MEES

regulation and support our drive to reduce

operational carbon emissions. The costs are

inclu

ded in our refurbishment capital expenditure,

and, consequently, thereis no incremental cost.

EPC progress is reported twice-yearly.

We engage with customers

to support their

transition towards Net Zero as part of our strategy

to reduce Scope 3 emissions.

Over the past two years we have embarked on a

programme of investme

nt to increase utility meter

coverage and consider the benefits of ESG data

management software.

We recognise the role that carbon offsets will have

to playover the

medium term and have set out our

approach in the 2025 Net Zero Carbon Pathway.

We recognise the importance of electrification and

have undertaken a gas boiler repl

acement exercise.

The Group continues to allocate funds to pilots and

trials of innovative technologies and solutions and,

where trials are successful, s

uch innovation

isconsidered for adoption more widely.

We have detailed existing GHG

reporting which goes beyond current

statutory requirements, including all

Scope 3, mak

ing us resilient to

increased reporting. We have SBTi

approval of our carbon reduction

targets and report progress annually to

align with best practice. We undertake a

perio

dic review of climate regulation

with a professional adviser.

The risk from MEES compliance is

trending lower as we make progress to

improve EPC ratings across the

portfolio

. The business targets a B rating

for all commercial properties within the

scope of MEES by 2030 to stay ahead

of regulation. EPC performance is set

out on page 81 to 82.

Our green l

ease ensures that customers

do not undertake works which will

reduce the EPC performance rating of

the individual unit.

Detailed CRREM-aligned energy audits

undertaken to date demonstrate that

our portfolio can be upgraded to meet

future Net Zero requirements with

current technology and at a relatively

modest c

apital expenditure.

6. Energy performance in buildings

continues to require

improvements beyond those

ofMEES. If market-driven

pressures demand further

increases to energy efficienc

ratings towards EPC A by 2040,

with many listed buildings in

Shaftesbury Capital’s portfolio,

this next step may pose a

material risk to the business.

List of climate-related risks and opportunities, impact on the business and our resilience to risk continued

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Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk

Market and

technology risk

Customers,

investors and ESG

benchmarks are

increasingly

adopting

sustainability

building

certifications to

assess portfolios.

These certifications

are

primarily

designed for new

buildings,

consequently, there

is a risk that due to

lack of suitable

certification for

smaller, heritage

assets, our portfolio

may be percei

ved

as less attractive to

customers,

investors or capital

providers.

Time horizon:

7 and 8: Short to

long term

9: Medium to

longterm

7. An inability to meet growing

customer expectations for

assets with greater sustainability

credentials, or energy efficiency

leading to a decrease in

revenues due to re

duced

demand for products and

services or access to capital

due to the reclassification of

’green assets’.

BalancedWe identify opportunities within our operations to

reduce

GHG emissions, including energy efficiency

within our offices.

We have published our first sustainability linked

loan framework aligned with our key Net

Zero

Carbon targets that will enable us to access green

finance.

In this context, the Group reports and engages

through recognised industry indices such as G

RESB,

CDP, EPRA and MSCI.

Our Sustainability Strategy emphasises explaining

the carbon benefit of retrofit of heritage assets and

developing examples of leadership.

Our assessment of acquisitions includes

consideration of Net Zero Carbon during due

diligence. We are committed to providing such

environmental information as is requeste

d by

purchasers when we dispose of buildings. Climate-

related risk also forms part of due diligence for

new acquisitions.

The Group’s valuers have regard to the

individual

climate-related risks and opportunities relevant to

the assets in the context of RICS guidance and

make adjustments where appropriate; the value

pacts of sustainability where recognised reflect

the valuers’ understanding of how market

participants include sustainability requirements in

their bids and the impact

on market valuations.

We recognise that commercial property

valuers may adjust investment property

yields to reflect this risk, thoughthe

Grouphas not to date seen any

such

adjustments or financial impact.

We remain resilient to these risks

through an increase in the number of

assets with sustainability credentials.

We ha

ve refurbishment standards and

targets in place which are embedded in

our internal sustainable development

scoping tool.

Improved data collection wi

ll allow us to

develop more appropriate carbon

reduction targets for individual assets.

8. Investment costs into low-

carbon refurbishment of

heritage buildings may be

significant and are likely to

increase. Cost of installing new

tech plus the

operational carbon

and the embodied carbon

associated with taking out

adequate heating source ahead

of its lifecycle completing.

Balanced

and Fossil

Fuel

9. Unsuccessful investment in new

technology. There is a risk that

Shaftesbury Capital may make

significant investments into a

specific technology, which

bec

omes unviable or requires

the substitution of existing

products or services.

Investments in electrification will

be less impactful if the grid does

not decarbonise as

predicted.

Fossil Fuel

List of climate-related risks and opportunities, impact on the business and our resilience to risk continued

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Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk

Asset-specific risk

Our portfolio is

located in heritage

areas and includes

asignificant number

of listed assets,

including grade 1,

grade 2 and

grade2*. Therefore

we expect that

there will be some

barriers to the

adoption of

low-carbon

technology on

individual assets.

10. Heritage restrictions impeding

application of energy efficiency

measures.

BalancedEstate-wide review of renewable energy generation

capability to identify opportunities

that free grid

capacity.

Due to planning policy and the nature of heritage

listed buildings, the application of energy efficiency

measures may require higher le

vels of capital

expenditure to manage engagement with local

planning authority, and specialist consultancy

support.

The drive to electrification of bu

ildings will likely

lead to constraint on electrical supply in central

London. In conjunction with our strategy to promote

electrification, we are assessi

ng the future power

demand to inform investment requirements.

The Group notes that planners are

increasingly aware of this issue, and

weexpect to see

further agreement on

appropriate interventions to reduce

planning risk and incorporate new

technologies.

We recognise the evolving risk relating

to upgradin

g heritage assets and will

retain our focus on the identification of

suitable technologies.

11. Adoption of lower-carbon

products and technologies is

constrained by local electrical

infrastructure and supply. There

is a risk posed to the existing

assets an

d those not yet

completed within Shaftesbury

Capital’s portfolio which would

require a potential roll out of

refurbishments should the

technologies within the

developments req

uire

upgrading.

Opportunities

Theme Opportunity Impact on strategy and financial planning

Revenue

Providing buildings with

appropriate sustainability

certifications and energy-

efficient measures in place

will attract and retain

customers who seek to

demon

strate their own

sustainability credentials

andreduce energy costs.

Time horizon:

Short term

Scenario:

Balanced

1. Attracting and retaining customers:

providing energy-efficient and

sustainability-certified buildings. Upgrading

the portfolio enhances performance and

supports cost saving

s for the Company

and occupiers.

Potential for reduction of void periods and improvement of investment yields as assets

meet customer and investor requirements. The

Group does not currently apply any

forward differential in its business planning on this basis due to the inherent uncertainty

but will continue to monitor this opportun

ity.

We have made continued progress to improve EPC ratings and building certification

coverage; this information will be provided as evidence tovaluers.

Conti

nuing to improve our data collection will enable us to provide better information

toour customers and demonstrate the additional value of our assets.

Our refu

rbishment projects of sufficient size target BREEAM Excellent or a level

appropriate to the heritage nature of the building. We are ahead of our targets for

improvin

g EPC ratings in line with MEES, demonstrating the overall energy efficiency

ofthe portfolio to investors.

List of climate-related risks and opportunities, impact on the business and our resilience to risk continued

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Theme Opportunity Impact on strategy and financial planning

Market/technology

Investment into increasing

the energy efficiency of

assets increases their

attractiveness to customers

through lower emissions and

reduced energy

costs.

Time horizon:

2 and 3: Short term

4 to 6: Medium term

Scenario:

Balanced

2. The increased energy efficiency and low

embodied carbon of our portfolio make

itmore desirable to customers.

We conduct Whole-Life Carbon assessments for new developments, refurbishments and

retrofits in excess of £0.25 million at milestoneproject stages. We work only with design

and construction teams who can measure embodied carbon.

We continue to implement energy efficiency measures in our properties and explore the

impact of embodied carbon emissions by assessing the Whole-Life Carbon of bu

ildings

and implementing performance benchmarks on larger projects. We continue to actively

explore opportunities for use of new technology a

nd practices at scale on our portfolio.

Continued investment in data collection to demonstrate ongoing improvements in carbon

and energy intensity of

our assets.

Decarbonisation of the grid would support the transition of existing assets towards Net

Zero buildings. Rapid decarbonisation scenarios reduce the associated market-based

emissio

ns with energy use in developments.

Established our first sustainability linked loan framework to facilitate access to improve

loan terms based on sustainabil

ity and carbon reduction performance.

3. Improved technologies enable an

increased usage of onsite renewable

energy generation. Improvement of data

collection will benefit our decision-making,

nfluencing behaviour change and

identifying the effectiveness of energy

efficiency interventions.

4. Move to Net Zero Carbon buildings and

abatement of existing fossil fuel infrastructure

will increase the market for low-carbon real

estate supported by green financin

5. Expansion of low-carbon heat networks

may enable the adoption of low-carbon

heat at a lower cost than the electrification

of individual assets.

6. Ongoing decarbonisation of the grid

supports emissions reductions from our

portfolio, especially in conjunction with

ongoing asset electrification.

Reputational

Through lev

eraging our skill

set and expertise in

delivering Whole-Life Carbon

benefitin heritage stock and

our leadership in improving

the energy performance

ofheritage bu

ildings.

Time horizon:

Medium term

Scenario:

Balanced

7. Demonstrating the Whole-Life Carbon

benefit of our heritage stock and improving

the energy performance of heritage

buildings increases asset value.

Engaging with suppl

iers who can demonstrate ethical and environmental credentials.

Selecting products that are certified to industry standards (e.g. FSC timber through our

Timber Procu

rement Policy).

Regular reviewing of our procurement-related policies tomaintain alignment with industry

standards.

Expertise and skills may support the

ability to buy property at a lower price as

competitors may beless able to apply cost-effective intervention. The continuous

process of acquiring experience anddev

eloping supply chain expertise on heritage stock

may open additional opportunities.

Whole-Life Carbon assessments are undertaken to provide more evidence on the relative

ben

efits of retrofit of heritage assets.

Internal and external communications including stakeholder engagement across

customers, local authorities and investors.

Opportunities continued

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Task Force on Climate-related Financial Disclosures continued

Metrics and targets

The business uses a range of metrics and targets to assess climate-related risks and opportunities and measure our progress. These are set out below. A detailed breakdown

of Sc

ope 1, Scope 2 and Scope 3 GHG emissions is disclosed on page 82, and the methodology for the calculations can be found on page 217. In line with Streamlined Energy

and Carbon Reporting (“SECR”) requirements, energy use and an intensity metric are disclosed on page 82 to 83.

Metrics and targets Reporting period Related risks oropportunities 2025 progress update

Reducing Scope 1 & 2 carbon by 60% by 2030 from a2019

baseline year

Cumulative Risk 6, 7, 10

Opportunity 1, 2, 3, 4, 6, 7

53.9% Scope 1 and 2 reduction on baseline

year

Reducing Scope 3 carbon by 50% by 2030 from a 2019

baselineyear

Cumulative Risk 6, 7, 10

Opportunity 1, 2, 3, 4, 6, 7

54.1% Scope 3 reduction on baseline year

8% annual re

duction in Scope 1 & 2 emissions, AnnualRisk 6, 7, 10

Opportunity 1, 2, 3, 4, 6, 7

29.9% year-on-year reduction

5.25% annual reduction in Scope 3 downstream leased assets AnnualRis

k 6, 7, 10

Opportunity 1, 2, 3, 4, 6, 7

6.2% reduction in downstream leased assets

emissions

Electricity purchased by the Company (Scope 2) via renewable

energy sources

Target

100%

AnnualRisk 7

Opportunity 1

91% renewable electricity consumption

Building Certification – BREEAM and SKA rating (number

ofassessments and total area assessed in m

); for relevant

refurbishment schemes

Cumulative Risk 1, 6, 7, 10

Opportunity 1, 2, 7

To be updated in 2025 EPRA Sustainability

Data Report

EPC performance for MEES

(% breakdo

wn on EPC ratings by ERV); refurbishments to

achieve minimum Grade B EPC (commercial) and GradeC

(residential) rating

Cumulative Risk 5, 6, 7, 10

Opportunity 1, 2

94.4% of

the portfolio by ERV is EPC A-C, an

increase of 6.8% from last year

We disclose to CDP

(Carbon Disclosure Project)

Target B

AnnualRisk 5, 7

Opportunity 1

Score B

EPRA sBP

R reporting quality

Target Gold

AnnualRisk 5, 7

Opportunity 1

Gold (2025)

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Task Force on Climate-related Financial Disclosures continued

As Shaftesbury Capital has fewer than 500 employees, it is not required to comply with the non-financial reporting requirements contained in sections 414CA and 414CB of

the Companies Act 2006. However, the table below and on the adjacent page contains references to non-financial information intended to help our

stakeholders understand

the impact of our policies and activities. You can find some of these policies on our website at https://www.shaftesburycapital.com.

Topics Key policies and standards

1,2

Additional information

Employees • Our strategy and business model

• People Policy

• Anti-harassment and Bullying Policy

• Directors’ Remuneration Policy

• Health and Safety Policy

• Business Code of Practice

• Board Diversity and Inclusion Policy

• Equal Opportunities and Diversity Policy

• Neurodiversity Policy

• Trans Inclusion Policy

For more on people and culture: see pages 87 and 88->

For more on diversity: see pages 114 and 115->

For more on remuneration: see pages 123 to 147->

For more on gender diversity: see page 115->

People section of our website:

ttps://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->

Social and

community

matters

• Sustainability Strategy

• Sustainability Policy

• Community Impact Report

For more on stakeholder engagement: see pages 37 to 41->

For more on our Sustainability Strategy: see pages 73 to 74 and pages 78 to 80->

For more on our community: see pages 85 to 86->

Responsibility section of our website:

https://www.shaftesburycapital.com/en/responsibility.html->

Community section of our website:

https://www.shaftesburycapital.com/en/responsibility/community.h

tml->

Respect for

human rights

• Sustainability Policy

• Modern Slavery and Human Trafficking Statement

• Business Code of Practice

For more on modern slavery: see pages 84, 103 and 107->

For more on how we behave: see page 107->

Modern Slavery and Human Trafficking Statement on our website:

https://www.shaftesburycapital.com/en/index.html->

Responsibility section of our website:

https://www.shaftesburycapital.com/en/responsibility.html->

Non-financial and sustainability information statement

1. Policies and further information can be found on the website at https://www.shaftesburycapital.com.

2. Certain policies and internal guidelines are not published externally.

Shaftesbury Capital PLC | 2025 Annual Report 70

Strategic report Corporate governance Financial statements Additional information

Topics Key policies and standards

1,2

Additional information

Environmental

matters

• Sustainability Policy

• Sustainability Strategy

• Net Zero Carbon Pathway

• Procurement and Supplier Management Policy

• Supplier Code of Conduct

• EPRA Sustainability DataReport

• Sustainability Supplier Requirements

• Sustainability linked loan framework

For more on sustainability and environmental matters: seepages 72 to 84->

For more on greenhouse gas emissions: see pages 81 to 83 and pages 217 to 218->

Responsibility section of our website:

https://www.shaftesburycapital.com/en/responsibility.html->

Climate-related

financial

disclosures

• Task Force on Climate-related Financial

Disclosures

For more on action on climate change: see pages 61 to 69 and 81 to 83->

Responsibility section of our website:

https://www.shaftesburycapital.com/en/responsibility.html->

Anti-bribery

andanti-

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

• Procurement and Supplier Management Policy

• Supplier Code of Conduct

• Share Dealing Policy

For more on how we behave: see page 107->

For more on conflicts of interests: see page 107->

For our Audit Committee report: see pages 117 to 122->

How we behave section of our website:

https://www.sha

ftesburycapital.com/en/about-us/corporate-governance/how-we-behave.html->

Modern Slavery and Human Trafficking Statement on our website:

https://www.shaftesburycapital.com/en/index.html->

Business model

For more on our strategy: see page 12->

For more on our business model: see page 13->

Non-financial

key performance

indicators

For more on non-financial key performance indicators: seepages 14 to 15->

Principal

risks and

uncertainties

For more on our principal risks and uncertainties: seepages 52 to 58->

For our Viability Statement: see pages 59 and 60->

1. Policies and further information can be found on the website at https://www.shaftesburycapital.com.

2. Certain policies and internal guidelines are not published externally.

Shaftesbury Capital PLC | 2025 Annual Report 71

Strategic report Corporate governance Financial statements Additional information

Non-financial and sustainability information statement continued

Sustainability

Our sustainability approach and strategy 73

Our sustainability governance structure 75

Our Sustainability Strategy is built on the

fundamentals of long-term protection and

enhancement of our portfolio and support

for local communities.

Contents

Sustainability initiatives 76

Our sustainability progress in 2025 78

Shaftesbury Capital PLC | 2025 Annual Report 72

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Our sustainability approach

andstrategy

Our aim is to be considered the destination of choice for sustainability-focused

customers, suppliers and partners in the West End.

Sustainability is central to Shaftesbury Capital’s values

and long-term investment approach. We continue to

operate responsibly, acting in an environmentally and

socially

sustainable way, to meet the evolving

expectations of our stakeholders. We aspire to be

recognised as a leader in the sustainable development

and preservation

of heritage buildings, reflecting the

history and vibrancy of the places that we curate.

Our Sustainability Strategy (previously known as the

Environmental, Social

and Community (“ESC”) Strategy)

underpins our commitment. From an environmental

perspective it focuses on extending the life of our

heritage properties by investing i

n sustainable

refurbishment and reuse rather than demolition,

preserving the character of our destinations while

improving energy performance and minimising carbon

emission

s associated with new development. This

“retrofit-first” approach supports demand for our

spaces, strengthens long-term value and enhances

resilience to climate change.

We ha

ve continued to deliver against our Sustainability

Strategy which was updated in 2024 to concentrate

onthe areas where we can make the greatest positive

environmental

and community impact and align our

priorities with relevant UN Sustainable Development

Goals (“SDGs”). These are set out on page 74.

Wecontinue to embed su

stainability across the

business, clarifying the roles of individuals and building

robust governance structures.

We also reset our Net Zero Carbon target to 204

inline with the Science Based Targets initiative (“SBTi”),

and in 2025 published a detailed roadmap setting out

our commitment and actions that we will take to

achieve our targets. This can be found on our

corporate website at https://www.shaftesburycapital.

com/en/responsibility/environment/net-zero-carbon-

pathway.html.

We continue to monitor

sustainability risk, with climate

change continuing to be considered a principal risk to

the business as explained on pages 49 to 58. Our

physical climate risk assessme

nt was updated in 2024,

and transitional risks were reviewed in 2025 using

updated scenarios. This is detailed in the TCFD

statement on pages 61 to 69.

We are deliveri

ng our three-year Community Strategy,

which is centred on supporting local employment

opportunities, the area where we can deliver the

greatest long-term benefit through collaboration

and

partnership. In addition to reporting our donations, we

have also introduced a measure to quantify the social

value of our initiatives, using the nationally recog

nised

TOMs (Themes, Outcomes, Measures) framework. More

on our aspirations, targets and achievements is set out

in the community investment section on pages 85 to 86.

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Sustainability Strategy

Be a leader in the sustainable development

of heritage buildings; sustainably adding

value and delivering a Net Zero Carbon

portfolio by 2040

Behave as a good neighbour and support

our local community: creating sustainable

and healthy places

Support our people by promoting diversity,

talent development and creativity across

our team

PlacesBuildingsPeople

SDGsSDGsSDGs

How we deliver

• Low-carbon “retrofit-first” reuse of our

heritage buildings

• Implement energy-efficient retrofit and

encourage low-carbon behaviours

• Integrate new technologies and make

“data-led” decisions

How we deliver

• Consider future climate scenarios in the

design of our buildings andplaces

• Focus on issues that impact our local

community

• Increase biodiversity and create healthier

places

How we deliver

• Promote an equitable and diverse culture

across our business

• Provide personal and career development

• Maintain a positive health and safety culture

throughout theCompany

Emissions reduction

8.1%

Reduction in year-on-year reported

greenhouse gas emissions

Community investment

£5.9m

Social value

Employee engagement

84%

Engagement rate in our 2025 survey

Read more on pages 81 to 83 -> Read more on pages 84 to 86 -> Read more on pages 87 to 88 ->

Underpinned by:

Our values Innovation Effective governance

Shaftesbury Capital PLC | 2025 Annual Report 74

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Strong governance supports the business to

successfully manage sustainability risks, identify and

implement opportunities and promote effective

communications.

Day-

to-day oversight is undertaken by the Executive

Committee and senior management, with regular

reporting to the Board. We have a Sustainability

Committee (previously called the ES

C Management

Committee) that meets quarterly to review progress

against the strategy and monitor the integration of

targets across the wider business. Our sustainability

team conti

nues to be responsible for recommending

the strategic direction, focusing the business on key

areas and overseeing our measuring and reporting

processes. The Head of Sustainability is a

member of

the Executive Risk Committee, periodically reporting

on sustainability and climate change risks and

opportunities.

We have a range of policies and procedures

that

underpin our Sustainability Strategy. These can be

found on our corporate website and are set out in our

Non-financial and sustainability information statement

page 70 to 71.

Our sustainability governance structure

Sustainability governance

Sustainability is central to our business, and we are committed to delivering the change that is required to achieve our sustainability aspirations.

The Board has oversight of

sustainability, with Ian Hawksworth, as Chief Executive, having overall responsibility. Day-to-day review of sustainability is undertaken

bymembers of the Executive Committee and the

senior management team, with regular reporting to the Board.

Board and Audit Committee

Management

The Board retains oversight of sustainability, including consideration of climate-related risks

and opportunities and implementation of the Group’s Sustainability Strategy and N

et Zero Carbon Pathway.

The Audit Committee reviews our TCFD and SECR disclosures.

We have a dedicated Head of Sustainability who reports to the General Counsel, alongsi

de the Head of Property Management

and Head of Project Management who play an active role in the delivery of our Sustainability Strategy.

Sustainability

activities are supported by the Head of HR and our Health & Safety Governance Committee.

Sustainability Committee

Considers sustainability policies, targets

and progress by senior management. Reports via

the Executive Committee.

Community Investment Forum

Considers our community investment, in

particular applications to our Community Grants

Fund. Reports via the Sustainability Committee.

Executive Risk Committee

Considers sustainability-related risk, in particular

climate change risk.

Shaftesbury Capital PLC | 2025 Annual Report 75

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Sustainability

initiatives

The Floral

The Floral, located at 27B Floral Street, Covent Garden, has

undergone a comprehensive refurbishment, transforming

22,500 sq ft of office space into a modern, ener

gy-efficient

workplace while transforming its historic setting. Guided by

a sustainability-first brief, the project team delivered a

market-leading model in responsible ref

urbishment.

Key sustainable enhancements included replacing the

façade and roof insulation, introducing electric air source

heat pumps, and removing all gas connections to achieve a

fully electrified building. Photovoltaic panels were installed

to generate on-site renewable energy, while heat recovery

entilation units further improved energy efficiency. The

retention of existing window frames, combined with

upgraded glazing, optimised thermal performance and

signific

antly reduced embodied carbon.

Biodiversity was introduced through new green walls and

planted roof terraces, creating valuable urban habitats and

enhancing well-being. The

scheme is on track to achieve

outstanding sustainability metrics, targetingBREEAM

OutstandingandWELL Platinumcertifications, with an

embodied carbon footprint of 334 kgCO

e/m² – below

LETI’s 2030 benchmark – and an energy use intensity of just

83 kWh/m²/year.

Through detailed planning, material reuse and close

collaboration with stakeholders, T

he Floral sets a high

standard for sustainable refurbishment, implementing key

interventions which deliver exemplary environmental

performance for high

-quality, future-ready workplaces.

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Sustainability initiatives continued

9-10 Floral Street

Prior to the recent strip-out project at 9-10

Floral Street, we commissioned a pre-

demolition audit to record the materials

currently in the building and id

entified

materials for reuse and recycling before

works started.

Having identified what could be reused and

recycled, the strip-out contractor then

managed the process of dis

mantling certain

items and delivering them to other projects.

Of the 82 tonnes of material removed from

the building we were able to donate four

tonnes of furnitu

re, lighting and plywood to

projects off site. Only 10kg of waste ended up

going to landfill, with the rest of the materials

being sent for recycling or to be used to

create energy.

CGI for illustrative purposes only

Made in Central London recruitment

event

In 2025, we partnered with industry peers,

Westminster City Council and the Department

for Work and Pensions to support a large-

scale recruitment event in Leicester

Square.

The event, attended by over 30 employers

including our customers and supply chain,

connected candidates seeking employment

with vacancies

in the retail, hospitality,

construction and facilities management

sectors.

To maximise local employment, we provided

financial support to cover event

costs,

allowing employers to participate at no

expense. Working alongside local

stakeholders, we promoted the event to

residents across Westminster and Camden,

res

ulting in a significant turnout of over 700

candidates. This high level of engagement

enabled employers to conduct “speed

interviews” for their

current vacancies, leading

to 36 job offers both on the day and several

more post-event. Following the event’s

success, we are planning to repeat this

initiative i

n 2026.

London College of Fashion, UAL

Since 2019, we have partnered with London

College of Fashion (“LCF”), University of the Arts

London, to support the next generation of young

talent in the British tailoring indu

stry. Through our

partnership, every two years we host a

competition providing an opportunity for LCF

graduate BA (Hons) Bespoke Tailors to pitch their

business idea to a pane

l of experts. The judges

review competition applicants’ business models

and designs based on sustainability, quality and

innovation. The winning package includes tw

years of rent-free studio space in the iconic

Carnaby Street area, providing a platform to scale

their brands.

2025 marked the fourth round of the competition,

with representatives

from LCF and Shaftesbury

Capital judging alongside iconic British bespoke

tailor Mark Powell. Following presentations by five

finalists, the judges selected Tilda Jonathan a

Johanna Boone as the competition winners. Tilda's

work is centred on designing and crafting the

highest-quality bespoke womenswear. Johanna

crafts one of a kind garments

and accessories

which are rooted in her own designs, yet extend

far beyond this through continuous conversation

with her clients.

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2025 committed actions Update

Work with customers to inspire and support their decarbonisation

efforts, including the electrification of kitchens

Publication of customer communications setting out our environmental and community strategy.

Engagementwith restaurant operators to better understand the feasibility of electrification

Applying findings from detailed energy audits undertaken in 2024

todevelop individual asset improvement plans

Ongoing work with our facility management partner to record the energy efficiency attributes of our assets

tobetter understand interventions required on individual assets and effectively plan works

Continuing to decarbonise our operations and make progress against

our Net Zero Carbon targets

53 energy-efficiency refurbishment projects completed this year, ongoing EPC improvement achieved and

8.1per cent annual decrease in total GHG emissions within the scope of our Net Zero Carbon commitment

Further improve EPC A-B coverage to 75 per cent for commercial

assetsand improve EPC A-C coverage for commercial and resi

dential

assets to 90 per cent

Increased EPC A-B coverage to 84.7 per cent for commercial assets and EPC A-C coverage for commercial

and residential assets to 94.4 per cent

Improve data collection by increasi

ng the proportion of automatic

energy meters for both landlord and tenant supplies

61 per cent of landlord utility supplies now on smart meters. We have increased the collection of accurate

tenant gas meter data to 70 per cent of lettable area and accurate electricity meter data to 77 per cent

oflettable area

Increase our reporting of energy and carbon intensity

We have increased the number of assets with whole building floor area measurement to enable wider

reporting of energy intensity, helping us to compare performance across the portfolio and measure progress

against established industry benchmarks

Embodied carbon footprinting for all major active development

projectsto be completed

All major projects have a whole lifecycle carbon footprint, incorporated into our Scope 3 emissions reporting

Reduce our water consumption by 5 per cent

Water consumption has decreased by 13.3 per cent from 2024 due to the reallocation of some meters

totenant supplies

Achieve 100 per cent waste diversion from landfill

99.9 per cent of operational and construction waste diverted from landfill

Embed our revised Community Investment Strategy

Progress on embedding the strategy is set out in the Community impact section on pages 85 to 86

andCommunity Impact Report 2025, available on our website

Adopt the TOMs (T

hemes, Outcomes and Measures) framework

toreport our social impact in a clear and consistent way

Our social value, calculated using TOMs is explained the Community impact section on pages 85 to 86

andCommunity Impact Report 2025

Our sustainability progress in 2025

During the year we are pleased to have made

continued progress in the delivery of our Sustainability

Strategy, achieving ongoing improvements in the

energy

efficiency of our portfolio and embedding our

new Community Impact Strategy. Highlights included

the publication of our updated 2040 Net Zero Carbon

Pathway,

to reflect our SBTi verified targets, and our

first annual Community Impact Report. Progress

against our carbon targets in 2025 is set out on page

82 and our 2025

Community Impact Report can be

found on our website.

In last year’s Annual Report we committed to actions

for 2025, and progress against these is set out below.

Additional perform

ance measures and commentary

will be included in our 2025 EPRA Sustainability Data

Report which will be published in April 2026.

Target met Target ongoing

Shaftesbury Capital PLC | 2025 Annual Report 78

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In addition to the actions set out last year, other 2025

highlights include:

•

Publication of our first sustainability linked loan

framework to create a mechanism for performance

against our Net Zero Carbon target to be reflected

inloan a

greements. This is available on our

corporate website

• 34.0 per cent recycling rate for operational waste,

excluding food waste

• £1.1 million community investment (cash, time and

in-kind donations)

• 583 hours of employee volunteering undertaken

inCompany time

• 13.4 per cent of the portfolio has BREEAM

certification by area

• Completion of an audit of all landlord owned and

operated gas boilers and replacement of 10 boilers

during the year

Increasing climate resilience

During the year we undertook a desktop assessment

of transitional climate risk. This builds on a physical

climate risk assessment undertaken in 2024 which

confirmed ou

r assessment that the portfolio has a

relatively low exposure to physical risks, with a small

number of assets at a theoretical elevated risk

fromlocal flooding. Our cl

imate change risks and

opportunities are set out in our TCFD report on

pages61 to 69.

Measuring social value

Our positive social impact goes beyond the value of

the donations we make to community organisations.

Recognising this, we have utilised the TOMs framework

throughout 2025

to measure the additional benefit.

Additional benefit measurement includes calculating

the social value of supporting people into employment

through programmes r

un in conjunction with our

supply chain and charity partners. TOMs has also

enabled us to calculate the social value of our

additional stewardship activities, marketi

ng initiatives

and estate management projects. For our in-kind space

donations, where there is no established TOMs

Industry and supply chain collaboration

We collaborate widely across the industry to share

best practice in sustainable real estate, with

memberships including the UKGBC, Better Buildings

Partnership, British Property Federation and

West

minster Property Association. As signatories

toWestminster City Council’s Sustainable City Charter,

we support city-wide decarbonisation and participated

in the West End Zero Emissions Group.

Supply chain

collaboration is integral to our

community impact. Throughout 2025, we partnered

with our supply chain on several local initiatives,

including Manilva Con

tracts’ enhancement of the

Covent Garden Playground through professional

painting works. See pages 85 to 86 for more

information on our community projects.

Our sustainability progress in 2025 continued

£5.9m

Social value delivered

£1.1m

Contributions to charities, community groups

and organisations

£0.4m

Employment initiatives

£4.4m

Stewardship, estate investment and

marketing initiatives

See page 85 for more information->

measurement, we calculate the value of these spaces

using our own methodology, details of which can be

found within the 2025 EPRA Sustainability Data Report.

Industry recognition and standards

We participate in a range of external benchmarks and

indices to provide independent verification of our

sustainability progress and identify areas for con

tinued

improvement. Our CDP climate disclosure rating in

2025 was B, reflecting our transparent reporting and

ongoing progress to reduce carbon emissions.

Our GRESB

score remained consistent at 66. The

nature of our portfolio, with a significant proportion

ofsmaller, heritage assets when compared with GRESB

peer groups, continues to restrict our s

core,

particularly when considering the coverage of green

building certifications such as BREEAM across the

estate. Our MSCI rating remained BBB, with no review

by MSCI taking p

lace in 2025.

We are pleased to have achieved our sixth consecutive

Gold award for reporting in line with the EPRA sBPR,

reflecting the breadth and transpare

ncy of our

sustainability-related disclosures.

We continue to apply BREEAM on larger assets,

adding 7,700 sq. ft.

in 2025 but reporting a reduced

percentage coverage due to sold assets and

increased overall portfolio floor area. We have

undertaken a detailed review of the practicalities

ofapplying certification on a smaller, ‘typical’,

refurbishment project on Berwick Street. We found

that BREEAM Outstanding certification could

theoretically be achieved but the cost

of meeting the

requirements makes a wider ‘roll out’ prohibitive.

Wewill continue to deliver BREEAM on this pilot

project to complete our learning.

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Our sustainability progress in 2025 continued

Customer engagement

We have implemented a customer engagement strategy in response

to feedback from the first annual customer survey completed in

2024. This included communication

s to increase awareness of our

sustainability aspirations and encourage customers to improve

sustainability, including actions to reduce carbon emissions. We will

continue bi-annual communications going forward with the aim of

sharing more carbon and energy performance data with customers.

Our updated green lease was launched 2025, setting o

ut our

expectations for customers, including requirements to share data on

environmental performance and take action to maintain or improve

the energy

efficiency of their demises.

2026 priorities

As we continue to deliver our strategy in 2026, we will

prioritise:

• Continuing to decarbonise our operations and make

progress against our Net Zero Carbon targets, as set out

onpage 82

• Further improving EPC A-B coverage to 89 per cent for

commercial assets and improving EPC A-C coverage for all

applicable assets to 96 per cent

• Reduce annual like-for-like Scope 1 and 2 carbon emissions

by 5 per cent

• Reduce our water consumption by 5 per cent

• Achieve 100 per cent waste diversion of non-hazardous

waste from landfill

• Reporting energy and carbon intensity for more properties,

including performance against industry benchmarks such

asCRREM

• Continuing to promote electrification, in particular in

commercial kitchens

• Increasing levels of reporting from key suppliers –

determining what is required and the steps that we are

going to take to increase interactions

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Our sustainability progress in 2025 continued

Robust data on waste, water, upstream energy,

business travel and employee commuting further

supports our reporting, with remaining emissions

estimated using industry best-practice m

ethods and

verified as detailed in our GHG methodology on

page217.

Increasing the energy efficiency ratings

ofour buildings

Our programme of energy-efficient refurbishments

continues to deliver strong improvements in EPC

performance across the portfolio. These upgrades

improve the read

iness of our assets for expected

changes in MEES regulation.

As at 31 December 2025, 94.4 per cent of the portfolio

was rated EPC A–C by ERV, representing a 6.8

percentage-point

increase on the prior year. By ERV,

78.0 per cent of the portfolio is rated A–B, rising to

84.7 per cent for commercial assets.

Approximately 1.4 per cent of the portfolio by ERV

does not

require an EPC, primarily relating to outdoor

areas, unconditioned basement space, long-lease

residential properties not captured by MEES or

operational demises such as substations

Refurbishments currently in progress are expected

toachieve EPC B or better for commercial space

andEPC C or above for residential units. Our EPC

disclosures have

been independently assessed as part

of our GHG verification.

We continue to undertake EPC-enhancement works

asunits become vacant and to work proactively with

occupiers to ensure compliance with MEES regulations.

All new commercial refurbishments target EPC B,

ensuring the portfolio is well-positioned for anticipated

future regulatory

developments, and the cost is

included in project appraisal.

Our buildings represent long-term stores of embodied

carbon, many of which pre-date mass industrialisation

and their operation/refurbishment is the most

significant contributor to our carbon emissions.

Byapplying cost-effective, low-carbon interventions

where they are most impactful, w

e continue to deliver

meaningful improvements in energy and carbon

performance that meet the needs of our customers,

protect heritage and enhance climate

resilience.

Improving our environmental

performance data

We have continued to strengthen the coverage and

accuracy of our sustainability data, providing a robust

foundation for setting targets and shaping action plans.

e have undertaken a detailed review of landlord

utility meters and have automatic (smart) meters

installed on 61 per cent of landlord-controlled energy

and water

supplies, all of which feed directly into a

unified data-management platform. In addition, we

have expanded measurement of tenant usage on our

landl

ord meters by installing 66 smart submeters that

enable us to more accurately recharge tenants and

report emissions as Scope 3.

We also strengthened our Scope 3 data collection,

particularly for commercial customer energy, by

utilising a central database to collect data directly.

Through this process we have reported actual gas

meter data

for 70 per cent of lettable area and actual

electricity meter data for 77 per cent of lettable area.

Over the year, we increased the share of refurbishment

expenditure covere

d by actual embodied-carbon

reporting to 55.8 per cent, measured by spend.

Threemajor refurbishment projects completed in 2025,

with average GHG intensity of 292 kgCO

e/m

demonstrating that our typical refurbishment projects are

already below LETI 2030 benchmark of 350kgCO

e/m

Our buildings

Progressing towards our Net Zero Carbon targets through sustainable

refurbishment of our buildings

Shaftesbury Capital PLC | 2025 Annual Report 81

Strategic report Corporate governance Financial statements Additional information

Scope 1: Landlord gas 0.58%

Scope 1: Fugitive emissions & fuel 0.39%

Scope 2: Landlord electricity 2.14%

Scope 3: Purchased goods and services

31.19%

Scope 3: Capital goods 5.94%

Scope 3: Upstream transportation 0.00%

Scope 3: Fuel & energy 0.93%

Scope 3: Waste generated 0.09%

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0.19%

Scope 3: Employee commuting 0.08%

Scope 3: Downstream leased assets 58.47%

Reducing carbon emissions from our

energy use

Phasing out fossil fuels across our estate remains

critical to achieving our Net Zero Carbon targets.

Wecontinue to electrify heating and cooking systems

where practic

al to maximise the benefits of the

ongoing decarbonising of the UK grid. Recognising the

challenges of limited electricity capacity in the West

End of London, we have

completed an assessment of

current and future electrical capacity to inform

long-term planning.

We will continue to make electrification our first

preferenc

e on refurbishments but have not mandated

this, recognising that it is not always practical due to

technical constraints or customer preference.

During the year, w

e completed a gas boiler removal

planning project, developing a plan to remove gas

boilers that are within landlord control by 2030. To

date 10 boilers have

been replaced including a variety

of residential and commercial assets of varying size.

This is reflected in our ongoing reduction in gas

consumption.

We co

ntinue to procure renewable electricity across

our landlord-controlled portfolio, with 91 per cent of

consumption from green tariffs. This represents a

decrease from 2024 as we

transitioned our supplies to

a single energy broker.

Applying circular economy principles

Our heritage assets and the long-term view we take of

our investments lend themselves to the application of

circular economy principles, whereby materials are

preserved

and reused where possible.

This year c.6 per cent of our carbon emissions arose

from the embodied carbon associated with our

refurbishment projects. These emissions are directly

correlated with

the scale of refurbishment activity

undertaken in any given year. We continue to enhance

our embodied-carbon data collection processes for

these projects, enab

ling more robust analysis of our

impact and better identification of opportunities to

further reduce emissions.

Of the sites reported, 100 per cent of timber used was

sustainably

sourced and we diverted 99.9 per cent of

waste from landfill.

Our 2040 Net Zero Carbon target requires a 90 per

cent reduction in absolute emissions from our

2019

baseline year. It also includes an interim target of a

50per cent reduction in Scope 3 and a 60 per cent

reduction in Scope 1 and 2 emissions

by 2030.

Our Scope 1 and 2 emissions remain relatively small,

covering only common areas of our buildings, our head

office and direct energy u

se in refurbishment activities.

Scope 3 continues to account for most of our footprint,

primarily from customer energy use, embodied carbon

in refurbishment materials, an

d purchased goods and

services.

Energy Performance Certificates (“EPC”) by ERV

94.4%

Portfolio rated

EPCA-C

Grade A

Grade B

Grade D

Grade E

Grade C

16.4%

74%

0.9%

4.7%

Our sustainability progress in 2025 continued

54%

Carbon

footprint

reduction

against

published 2019

baseline

54%

Reduction in

Scope 1 and 2

emissions

against

published 2019

baseline

37,472

Scope 1, 2 & 3

Total (location-based)

2025 GHG emissions inventory – summary

Progress against our

2040 Net Zero Carbon target

2040

Net Zero Carbon commitment

Shaftesbury Capital PLC | 2025 Annual Report 82

Strategic report Corporate governance Financial statements Additional information

When excluding the benefit of zero-carbon tariffs and

applying standard UK carbon factors, we achieved a

29.9 per cent reduction in combined Scope 1 and

Scope 2 emission

s compared with 2024. This reflects

an ongoing improvement in energy efficiency, along

with the sale of our Longmartin investment and

electrification of

additional buildings which enables us

to benefit more from improved carbon factors for

electricity. Improved sub-metering has also enabled

some emissions to be

re-categorised as Scope 3,

tenant emissions. Our cumulative reduction in Scope 1

and 2 emissions is 53.9 per cent from our 2019

baseline.

We have also co

mmitted to offsetting our Scope 1 and

2 emissions from 2025. We have purchased 1,169

tonnes of carbon removal credits from a Verified

Carbon Standard aligned afforestation programme

Sierra Leone.

Overall, we recorded a 7.2 per cent reduction in

reported Scope 3 emissions compared with last year,

driven by a 6.2 per cent reduction in emissio

ns relating

to occupiers’ use of our buildings (downstream leased

assets) from improved efficiency and a 64.8 per cent

reduction in embodied carbon (capital goods) reflecti

the lower amount of refurbishment activity in 2025 and

ongoing efforts to apply our expertise in heritage

refurbishment to achieve required energy-efficient

upgrades with minimal embodied carbon. This

reduction has been partly offset by a 33.4 per cent

increase in purchased goods and services reflecting

services relatin

g to the completion of the Covent

Garden Partnership transaction and change in

facilities management partner during 2025.

Ourcumulative Scope 3 reduction fro

m the 2019

baseline is 54.1 per cent.

Further explanation and like-for-like performance data

will be included in our 2025 EPRA Sustainability Data

Report, to be

published in April 2026.

Greenhouse gas emissions including

Streamlined Energy and Carbon Reporting

Shaftesbury Capital has engaged Carbon Footprint

Limited to provide independent verification of the

calculation of 2025 GHG emissions assertion data, in

accordance with the industry

recognised standard ISO

14064-3.

Our absolute Scope 1 and Scope 2 emissions have

decreased by 29.9 per cent since 2024. When

considered on an intensity basis

, intensity has

decreased by 32.7 per cent.

Overall, Scope 1 and 2 emissions are down 53.9 per

cent compared to our reported 2019 baseline.

Scope 3 emissions decreased a

nnually by 7.2 per cent,

demonstrating continued progress against our Net

Zero Carbon targets.

Our sustainability progress in 2025 continued

Total Scope 1 and 2

GHG emissions

(location-based method)

Total Scope 1 and 2

energy consumption

(MWh)

Total Scope 2 GHG

emissions

(market-based method)

Intensity measure

Tonnes of CO

e 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, 2 and 3 emissions can be found on page 217.

2. The market-based method reports emission

s 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, 2 and 3 emissions can be found on page 217.

2025 2024

Total energy use (MWh)

Intensity measure (MWh

per '000 sqft lettable area)

2,000

4,000

6,000

8,000

2.0

1.5

1.0

0.5

2.5

3.0

3.5

8,192

5,741

2.05

3.03

MWh

20242025

Scope 1

Scope 2

500

1,000

1,500

2,000

tCO

365

537 1,131

803

20242025

Scope 1

Scope 2

0.0

0.6

0.4

0.3

0.8

0.13

0.20 0.42

0.29

tCO

20242025

120

100

114

tCO

2026 priorities

In our published Net Zero Carbon Pathway, we

have committed to milestone actions, including

the following for the period 2025 – 2027:

• Continue to improve our Scope 3 data

coverage, reducing the proportion of

estimation required

• Continue to prioritise the removal of fossil

fuels and electrification of buildings

• Continue to improve reporting of floor areas

to enable a move towards intensity-based

targets

• Enhance occupier engagement programme

toincrease the proportion of occupiers

implementing Net Zero Carbon strategies

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The second pillar of our Sustainability Strategy focuses

on being a responsible steward of our destinations.

Our impact extends beyond our buildings, an

d through

continued investment in placemaking we create

healthy, welcoming and vibrant West End locations for

visitors, workers and residents. We continue to

impro

ve our areas through enhancements to the public

realm, supporting our community engagement and

increasing activation.

Since January 2025, we have measured our social

impact using the national Themes, Outcomes and

Measures (“TOMs”) framework. Adopting the widely

used TOMs framework enables us to include the

impa

ct of our stewardship activities and transparent

reporting of our social value.

Additional activities such as enhanced security

presence and cleaning, public realm improvements

and marketing activities across the portfolio have

delivered £4.4 million in social value according to

TOMs. For more information on our applicatio

n of the

TOMs methodology, please refer to the 2025

Community Impact Report available on our website.

Creating healthy and biodiverse places

We have remained active partners in the Zero

Emissions Working Group with Westminster Council,

helping reduce transport and waste-related emissions.

A practical logisti

cs toolkit has been developed for

customers and suppliers to support this work.

We are long-standing members of the Wild West End

partnership, promoting biodiversity across our

estate

by prioritising pollinators and native species,

and working with our peers to determine the next

phase of the partnership. Green spaces also help

with climate adaptation and well-being. I

n 2025, we

added 140m² of new green space with a biodiverse

green wall at The Floral, Coven t Garden. The

greening at The Floral helped to co ntribute to its

targeting of

a WELL Platinum rating, reflecting the

wider health and well-being benefits of the project.

We have commenced a 12-month greening trial on

Carnaby greening, using pl

anters placed to enhance

biodiversity on this busy, historic street. If successful,

lessons from the trial will be incorporated into the

upcoming public realm improvement

scheme.

Waste management

In 2025, our partnership with Veolia continued to

enhance the operational and environmental

performance of the West End. Veolia now operates

afully electric, closed loop waste coll

ection fleet,

powered using energy generated from locally

collected waste. This approach reduces emissions by

up to 89 per cent and supports a cleaner, quieter

environm

ent for businesses, visitors and residents.

Transport and public realm

We continue to support Westminster City Council in

managing pedestrian areas in Covent Garden and

Carnaby | Soho. We also collaborated on the trial of

e-cycle a

nd e-scooter parking bays and contributed

tothe “Fairer Westminster” consultation on

sustainable transport.

Stewardship and community

Safety remains paramount. Our flexible security

strategy allows us to scale provision quickly, with

83,000 hours of targeted patrols delivered in 2025. We

also

funded 3,600 hours of Westminster City Inspector

services in Covent Garden. Our destinations play an

important role in the local community, and we work

collaborati

vely to address shared challenges and

deliver long-term social value. We have continued to

collaborate with neighbouring Business Improvement

Districts on stewardship,

security and policy

consultations.

Our sustainability progress in 2025 continued

Our places

Responsible stewardship of our destinations

2026 priorities

We are exploring consolidating waste servicing

and deliveries, which could significantly reduce

vehicle movements and enhance air quality and

the pu

blic realm. In 2026, we will continue to seek

opportunities to enhance biodiverse planting and

develop a system of measurement that is able to

reflect the quality as w

ell as the areas of green

space. In partnership with local authorities, we

are working on several public realm schemes in

2026, including Henrietta Street in Covent

Gard

en. Following a successful public

consultation this work will include widening of the

pavement and upgrading surfaces with traditional

granite and York

stone to enhance the visitor

experience. By making the highway surface flush

with the pavement, we will create an Equality Act

compliant accessible street.

2025, we undertook several public consultations,

including major schemes on Carnaby Street, Henrietta

Street and a development on Bedford Street, in Covent

Garde

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 updated our des

k-top

modern slavery risk assessment that set out potential

risk areas and mitigation actions, demonstrating to the

Executive Committee that residual risks are effectively

naged. 100 per cent of employees completed a

mandatory online training programme. Our Modern

Slavery and Human Trafficking Statement, updated in

February 2026, 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.

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Shaftesbury Capital has a strong record of supporting

the local community. We partner with a wide range of

charitable and community initiatives across

Westminster and Camden, focu

sing on local

employment and community cohesion.

In 2025, our direct total community contribution was

£1.1 million, as detailed in our 2025 Community Impact

Report. In

addition to financial donations, we offer free

or subsidised space for charitable activity and provide

opportunities for our employees to volunteer locally.

Employee volunteering ho

urs increased in 2025 by

12per cent from 2024 to 583 hours. In addition to the

TOMs calculation, the value of in-kind space was

determined to be £0.5 million based

on a discounted

rate for the space. Combined with our estate

management and marketing initiatives, the total

reported social value for 2025 is £5.9 million.

This year, we im

plemented our 2025 – 2028 community

strategy, with our primary focus on supporting local

employment.

For more information on our strategy and a

methodolog

y for the calculation of social value, see

our 2025 Community Impact Report which is published

on our website.

Supporting local employment

During the year, we invested in multiple initiatives that

support local people into employment. These

initiatives prepare individuals for the world of work

through ski

lls development and connect them to

potential employers. In addition to the value reported

above, employment secured through programmes run

in conjunction with o

ur supply chain and charity

partners has delivered an additional £0.4 million

ofsocial value.

Our annual programme with the University of

Westminster continues to su

pport an eligible Real

Estate BSc (Hons) student with a bursary, providing

financial assistance for both tuition fees and

maintenance costs. We have continued o

ur partnership

with 2-3 Degrees, a Westminster-based social

enterprise that specialises in personal development

and employability for young people.

Through collaboration with Westminster

City Council,

our supply chain, customers and our industry peers,

we supported a large-scale recruitment event in

Leicester Square. The event conne

cted over 700

candidates with employers across the retail,

hospitality, construction and facilities management

sectors, resulting in 36 employment offers both on the

day

and post-event.

In partnership with the Department for Work &

Pensions, we have established Shaftesbury Capital

Recruit. This new, free service supports our retail

customers with their rec

ruitment needs while

promoting local employment by connecting

Westminster and Camden residents with current job

vacancies.

Strengthening local communities

We remain committed to fostering a cohesive West

End. Our continued support for events that foster

community cohesion includes the Soho Food Feast,

which supports Soho Parish Primary School,

Soho

Village Fete, and social activities delivered by the

Covent Garden Community Association (“CGCA”).

Ourfinancial assistance to CGCA continues to support

their quarterl

y social events and the annual Christmas

Carol concert at St Paul’s Church in Covent Garden,

both of which play a vital role in bringing local

residents together.

Homelessness continues to be a significant challenge

across the West End. We work closely with several

local charities to help break the cycle of homelessness

and support those in need. Through our continued

partnership, the work of the Community Team at The

Connection at St Martin-in-the-Fields has a positive

impact on the

most vulnerable people in our local

community.

Our sustainability progress in 2025 continued

Our community

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Throughout the year, our employees have remained

committed to fundraising by tackling high-profile

challenges such as the London Marathon, the London

to Paris cyc

le and Tough Mudder to raise funds for

various charities. In line with our policy, the value of

donations typically up to £250 has been matched by

the business. In

total these donations came to £19k.

Our sustainability progress in 2025 continued

2026-2028 priorities

Over 2026–2028 we will:

• Continue to deliver our community strategy

and enhance our social value reporting

• Identify opportunities to maximise local

employment with our customers and supply

chain

• Continue promoting Shaftesbury Capital

Recruit to support our retail customers with

their employment

• Facilitate joint initiatives between our supply

chain, customers and charitable partners for

greater community impact

• Increase collaboration with our industry

peers

We have continued to support local schools including

Soho Parish and St Joseph’s Catholic Primary Schools.

Through our

partnership with ecoACTIVE, an

educational charity, both schools have benefitted from

environmental educational workshops covering topics

including climate change, waste reductio

n and

biodiversity.

Community Grants Fund

Our Community Grants Fund provides an opportunity

for Westminster and Camden-based charities and

community groups to apply for quarterly funding

towards the cost of projects and

initiatives. In 2025, we

awarded 19 grants totalling £99k. Grant recipients

included Westminster-based Fair Shot Café, where our

funding supports an employability programme for

youn

g adults with learning disabilities. In Camden, our

grant award to Wac Arts enabled local young people

to take part in 10 weeks of classes, upskilling

participants an

d unlocking their potential in the

creative industry.

Our Community Investment Forum (“CIF”), chaired by

our Head of Sustainability and comprising a cross-

section of colleagues, conti

nued to ensure a fair and

consistent approach to reviewing applications to our

Community Grants Fund.

In-kind space

We continue to provide free or subsidised space to

charitable organisations, to the value of £479k in 2025.

This included a collaboration with charity Smart

Works, a UK charity that

exists to give unemployed

women the confidence they need to reach their full

potential and secure employment.

Volunteering and employee engagement

Our employees volunteered 583 hours during 2025,

representing a 12 per cent increase compared to

2024. Volunteering activities included grounds

maintenance at Kentish Town City F

arm, decorating

supported accommodation with homeless charity

Depaul UK and serving lunches at the Seven Dials

Lunch Club.

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Culture and values

We have built a high-performing, professional, inclusive

and entrepreneurial culture, where creativity and

innovation are actively encouraged. We foster a

collaborative

environment that inspires people to give

their best and contribute to the Company’s success.

During the year, we ran all-employee sessions on our

values in ac

tion, reinforcing respectful behaviours

across the business.

Employee engagement

When decisions affect our employees, we actively seek

perspectives from across the organisation.

In our 2025 annual engagement survey, our overall

enga

gement score was 84 per cent (an increase from

2024). We are very pleased with this outcome and will

use the feedback to identify areas where we can

improve further.

Our Empl

oyee Engagement Forum, attended by a

Non-executive Director, met twice in 2025 and again

following the annual engagement survey. The

Employee En

gagement Forum provides an opportunity

to discuss the results of the engagement survey as well

as trends and other matters that may arise during the

year. We also hold

regular townhall meetings to keep

our employees up to date on business developments.

Our Chief Executive hosts informal gatherings with

employees throughout the year

, sharing priorities and

creating space for questions and open discussions.

We bring people together beyond work too, with

informal events, including Chinese New Year

celebrations, a fund

raising quiz night, regular team

lunches and our annual summer and Christmas parties.

Talent, training and development

We regularly review succession plans to strengthen

our talent pipeline and ensure that our people are

supported and developed appropriately. Our learning

and de

velopment programmes are designed to build

capability, stretch high-potential talents and develop

future leaders. This year, our leadership development

initiatives

focused on the senior leadership team,

delivering a programme designed to strengthen team

effectiveness.

We make training available to all employees and

activel

y encourage continued professional

development, with 2,325 hours of training undertaken

across the Group in 2025. We offered tailored

coaching programmes (including mater

nity coaching

for senior employees), and sponsor employees

pursuing further professional qualifications. We believe

that all of our employees should have access to

foundation

al learning and to facilitate this, we offered

core skills training throughout the year, including

PowerPoint and Excel, presentation, negotiation,

report writing, business etiquette and

professional

communications. In addition, we offer bespoke learning

opportunities which included media training this year.

It is important that our employees understand the

broader lan

dscape in which the Company operates

and therefore we host regular lunch and learn

sessions, encouraging participation across the

business. This year’s topics have included Comm

unity

Impact, Security, Financial Crime, Leasing, Digital

Marketing and Health & Safety. Sessions are well-

attended and feedback is positive.

Where possible, we aim to promote from withi

n to

support career growth and strengthen mobility across

the Company.

When recruiting externally we look for talented

individuals with the ambition and potential to

grow.

Our people and culture

Our people power our performance and are central to delivering our purpose

Our values

We have a responsibility to our stakeholders,

our people and our planet. We make decisions

with the long-term in mind, focusing on the

lasting impact of

our actions and creating

sustainable economic and social value.

We are a high-performance business and

arecommitted to the highest professional

standards, actin

g 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.

Take a responsible, long-term view

Act with integrity

Take a creative approach

Listen and collaborate

Make a difference

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Strategic report Corporate governance Financial statements Additional information

Wesupport our people’s growth by encouraging and

facilitating professional qualifications and

development. We sponsor the Chartered Surveyors

Assessment of Professional Com

petence (“APC”),

accounting qualifications and various other

qualifications and in 2025, we recruited four graduates

who are now pursuing the APC qualification.

Performance management

We agree annual performance objectives with every

employee at the start of the year, supported by

regular check-ins throughout the year. This year we

delivered tailored performanc

e management training

for line managers.

Reward

Our core compensation package includes base salary,

discretionary cash bonus linked to performance (part

of which may be deferred in shares) and discretionary

share awards. We benc

hmark our remuneration

approach regularly, to ensure that it remains

competitive.

Benefits

We offer an attractive benefits package to all

permanent employees. The Company offers a pension

contribution of17.5 per cent of salary. We provide 30

days’ annu

al leave plus the ability to buy and sell up to

10 days’ holiday each year. In addition, we provide

private medical insurance, dental insurance, tra

vel

insurance and life assurance.

Well-being

The well-being of our people is a priority. We run a

year-round lifestyle programme supporting financial

well-being, physical health and mental health. In 2025,

sessions covered

financial health, nutrition, resilience

and mental health, women’s health and men’s health.

Within our benefits offer, we support well-being

through Gymflex and Cycl

e to Work schemes and

provided free yoga classes during the year.

All employees can access free annual flu vaccinations,

and we run an annual steps challenge to encourage

people to stay active.

Diversity, equity and inclusion

We believe that every employee has a role in

generating value and we recognise the benefits of a

diverse workforce. We consider diversity at every

level of

recruitment and we work to maintain a culture

where inclusion is part of how we operate every day.

Our maternity and shared parental leave benefits

provide six months’ full

salary. Employees are able to

take up to 52 weeks’ parental leave (subject to

qualifying periods and statutory rules). We also offer

enhanced paternity leave of up

to 12 weeks. Other

family friendly policies include assisted conception

policy, foster care leave, neonatal leave and flexible

personal leave. In 2025, we introd

uced a salary

exchange benefit that reduces childcare fees for

working parents.

We launched a programme focused on diversity,

equity and inclusion, starting with an i

ntroductory

session facilitated by PREACH Inclusion. We hosted

sessions celebrating neurodiversity and delivered a

women’s health session with a focus on menopause.

We su

pport initiatives which promote greater diversity

across the property industry, and are members of the

Employers Network for Equality & Inclusion (“ENEI”)

and Real Estate Balance and Urban Land Institu

(“ULI”). To promote social mobility, we sponsor the

Reading Real Estate Foundation and support the

Pathways to Property work experience programme.

We are a corporate member of the British Property

deration and support its Futures programme. We

are a corporate sponsor of Freehold (the networking

forum for LGBTQ+ real estate professionals), and a

corporate member of AbilityRE and the Business

isability Forum.

We work with 10,000 Black Interns and the social

mobility charity UpReach, to provide work experience

placements to students. We also support the Reading

Real Estate Foundation’s Access programme and have

sponsored a scholar studying Real Estate at the

University of Westminster through funded fees,

abursary and work experie

nce.

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

page115 ->

Our people and culture continued

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Strategic report Corporate governance Financial statements Additional information

Health, safety and security

We seek to attain the highest standards of health, safety and security

2025 achievements

9 Fully implemented the revised Occupational

Health & Safety Management System that

meets the requirements set out in ISO 45001,

the relevant internationally reco

gnised

standard.

9 Launched a formal employee health and

safety training programme based on role-

specific needs, delivered throughout the year.

9 Briefed key supply chain partners on

Shaftesbury Capital Client Health & Safety

Standards.

9 Conducted client health, safety and welfare

checks on all major projects, including

unannounced spot checks and subject-

specific assessments, achieving an ov

erall

mean score of 90 per cent.

9 Continued implementation of the Building

Safety Act 2022 requirements at the

Company’s registered Higher-risk Buildings,

liaising with the Building Safety Regulator

and

London Fire Brigade.

9 Maintained consistent property health and

safety compliance across all destinations

during the transition to a single outsourced

facilities management provider.

2026 commitments

• Deliver role-specific employee health and

safety training programme with 100 per cent

completion for new joiner inductions.

• Adopt, measure and report on formal key

performance indicators for property health

and safety compliance by the outsourced

facilities management provider.

• Extend the client health, safety and

welfare checks to include smaller works in

addition to major projects, with a target

score of 95 per cent.

• Report formally on health and safety

reviews of key property and facilities

supply chain partners.

• Submit Building Assessment Certificate

applications for registered Higher-risk

Buildings when required to do so and

maintain proactive work with the Building

Safety Reg

ulator and London Fire Brigade.

• Prepare for the requirements of the

Terrorism (Protection of Premises)

Act 2025 (known as “Martyn’s Law”),

expected to be adopted in 2027.

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Strategic report Corporate governance Financial statements Additional information

Health, safety and security continued

Governance

The Board maintains overall responsibility for our

health, safety and security strategy and its delivery

and leads a health, safety and security-aware culture,

which is embedd

ed in the Company. This ensures that

health, safety and security are considered in our

decision-making across our portfolio and are

embedded in the actions we tak

Our Health & Safety Governance Committee, chaired

by the General Counsel and attended by the Chief

Executive, oversees our approach to the health, safety

and security strategy

and statutory compliance.

TheCommittee is supported by health and safety

leadership teams (“HSLTs“), which cover specific

business areas and meet regularly to ensure that our

hea

lth, safety and security commitments are met at

operational level. The HSLTs report to the Committee,

which in turn reports to the Board. Health, safety and

security is reported on and c

onsidered at each formal

Board meeting.

Ensuring our standards are met

We focus on visible health and safety leadership and

use formal and informal director and senior

management tours, and the on-site presence of our

team an

d outsourced providers, to ensure health and

safety across our destinations. This is supported by

regular detailed health and safety checks, inspections

and risk assessments.

We cl

osely monitor health and safety performance,

with formal targets being set for properties, project

sites, all key supply chain providers and training.

Performance is reported to and review

ed by the HSLTs

and Health & Safety Governance Committee.

We are members of the Considerate Constructors

Scheme Client Partnership. Our pre-tender

documentation for c

ontractors includes health, safety

and security standards and compliance is monitored

by site and projectmanagers.

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 d

emands across our portfolio, to ensure

that the appropriate security provision is maintained

and scaled up when needed.

Training

Relevant role-dependent health and safety training is

provided to all employees, with a combination of

third-party and in-house-delivered training taking place

throughout the year.

Reporting

In 2025 there were no serious accidents, no cases

ofoccupational disease and no serious work-related

incidents reportable to any statutory authorities

involving our empl

oyees arising from our business

activities. In addition, no significant security incidents

occurred.

Shaftesbury Capital PLC | 2025 Annual Report 90

Strategic report Corporate governance Financial statements Additional information

Corporate

governance

Board of Directors 92

Chairman’s introduction 96

How the Board monitors culture and employee

engagement

The role of the Board and its Committees 100

Our experienced Board and Committees guide the

business with transparency, control and a clear focus

on sustainable success.

Contents

Principal Board activities in 2025 102

Our section 172(1) statement 104

Division of responsibilities 109

Board skills, experience and background 111

Nomination Committee report 112

Audit Committee report 117

Directors’ remuneration report 123

Directors’ report 148

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Key Audit Committee Nomina tion Committ ee Remuneration Committee Committ e e Chair

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 2023 following

themerger between Shaftesbury and Capco. Prior to the merger,

Jonathan was Chairman of Shaftesbury, having joined in 2016.

Jonathan has over 28 years’ experience of public company boards

and their operations and was previously Chairman of Ibstock plc and

Chair of the Audit Committee of Great Portlan

d 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 22 years of experience in the property sector and is a member

ofthe Institute of Chartered Accountants in Englan

d 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 pro

vide constructive leadership,

challenge and support to the Board and wider business for the benefit

of all stakeholders.

Year of first appointment:

2023

Ian leads Shaftesbury Capital, shapes its strategy and drives its

performance.

Skills, experience and contribution

Ian has over 39 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 was previously Executive Director of Hongkong Land Lt

d and

Liberty International PLC. Ian is a chartered surveyor and a member

ofleading international industry bodies.

Ian’s ability to shape strategy, drive expansion and el

evate

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 enable him to provide

broad leadership of the business internally and externally, including

design and implementation of the Compa

ny’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 embedd

across the business and are reflected in the Company΄s culture.

External appointment

Non-executive Director of Chancerygate Limited.

Chairman of The Urban Land Institute UK.

Year of first appointment:

2010

Combined with leadership of Shaftesbury Capital’s finance functions,

Situl makes a broader contribution to the business through oversight

of investment strategy, risk man

agement and technology, working

closely with the Chief Executive on strategy, capital allocation,

commercial matters and key transactions.

Skills, experience and contribution

Situl joined Capco in 2014 and has undertaken a number of senior

roles across the business, before being appointed Chief Financial

Officer in 2017. He is an experienced c

orporate financier, having

previously worked in mergers and acquisitions, equity capital markets,

corporate broking and real estate investment banking, including

13years at De

utsche Bank.

Situl’s significant experience of commercial and financial management,

corporate finance, capital markets, large-scale transactions, real

estate

investment and stakeholder management are key to his role

and the implementation and development of the Group’s strategy.

External appointment

Non-executive Director of WH Smith PLC.

Year of first appointment:

2017

Jonathan Nicholls

Chairman

Ian Hawksworth

Chief Executive

Situl Jobanputra

Chief Financial Officer

Board of Directors

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Board of Directors continued

Key Audit Committee Nomina tion Committ ee Remuneration Committee Committ e e Chair

Sian Westerman

Senior Independent Director

Richard Akers

Independent Non-executive Director

Sian joined the Shaftesbury Capital Board in 2024

as an Independent Non-executive Director and

became the Senior Independent Director in

December 2025. Sian is

an experienced non-

executive director in the private retail, fashion and

beauty sectors. Since 2014, Sian has been a Senior

Advisor to Rothschild & Co in the Globa

l Advisory

Division, where she previously held a number of

senior executive roles specialising in retail and

luxury M&A.

Skills, experience and contribution

Sian has over 35 years’ experience as a board

member, adviser and investor in the retail and

luxury sectors, both in the UK and overseas.

Thisextensive expertise and her experie

nce as

anon-executive director allow Sian to contribute

valuable commercial insights to the Board’s

discussions. Sian is the Non-executive Director

designated to update the Board on employee views

and attends the Employee Engagement Forum.

External appointments

Sian is Chair of Strathberry Group Limited and

Fenwick Limited, and a Non-executive Director of

ASC Regenity Limited (trading as Augustinus Bader)

and Lyma Life Li

mited. Sian is also a Senior Advisor

to Rothschild & Co in the Global Advisory Division

and a member of the Executive Board of the British

Fashion Council, a member of the

International

Advisory Board of Brown Advisory and a Trustee

ofThe Barbican Centre Trust.

Year of first appointment:

2024

Richard joined the Shaftesbury Capital Board in

2023. He was Senior Independent Director

following the merger between Shaftesbury and

Capco from March 2023 to December 2025. Prior

to the merger, Richard was Senior Independent

Director and Chair of the Sustainability Committee

at Shaftesbury, having joined in 2017. Richard was

previously Chairman of Redro

w plc until its merger

with Barratt Developments plc; Non-executive

Director, Senior Independent Director and

Chairman of the Remuneration, Safety, Health and

Enviro

nmental Committees of Barratt

Developments plc until 2021; 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 m

atters, enable him to provide

essential input into Board and Committee

discussions and decisions and to effectively chair

the Company’s Remuneration Committee.

External appointments

Chairman of Ibstock plc.

Chairman of Miller Homes Limited.

Year of first appointment:

2023

Ruth joined the Shaftesbury Capital Board in 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 was previously a 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’s knowledge gained over 30 years’ advising

global businesses, together with over 15 years’

experience on public company boards, enable her

to provide valuabl

e input and challenge in Board

and Committee discussions and to chair effectively

the Company’s Audit Committee.

External appointments

Independent Non-executive of EY UK and Chair

oftheir UK Audit Board.

Year of first appointment:

2023

Madeleine joined the Shaftesbury Capital Board in

2024 as an Independent Non-executive Director.

Madeleine was Managing Director and Regional

Head, Europe at

GIC Real Estate from 2016 until

2021. Madeleine joined GIC in 1999 and previously

held roles at JLL in valuation, fund management,

leasing and development in

London and Sydney.

Madeleine was previously a Non-executive Director

of Land Securities Group plc, retiring at the

company’s Annual General Meeting in

July 2025.

Madeleine is a chartered surveyor.

Skills, experience and contribution

Madeleine has extensive experience within the

property industry. Madeleine’s in-depth knowledge

of the property sector and experience as a

non-executive direc

tor enable her to bring valuable

insight to Board and Committee discussions.

External appointments

Madeleine is an independent member of the CBRE

IM EMEA Investment Committee and senior advisor

to ICG Real Estate. She is a Trustee and Director of

The Story of Christ

mas. Madeleine also has

mentoring roles with lntoUniversity and GAIN (Girls

Are Investors).

Year of first appointment:

2024

Ruth Anderson

Independent Non-executive Director

Madeleine Cosgrave

Independent Non-executive Director

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Overview – Governance

67%

Independent Non-executive

Directors (excluding the

Chairman)

43%

Female Directors

Compliant with UK Listing

Rule gender and ethnic

minority representation on

Board

Board meetings during

theyear

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Overview – Governance continued

See more about our approach to leadership

andpurpose on pages 96 to 110 ->

See more on our approach to division of

responsibilities on pages 100 to 101 and pages

109 to110 ->

See more on our approach to audit, risk and

internal controls on pages 117 to 122 ->

See more on our approach to composition,

succession and performance on page 111 and

pages 112 to 116 ->

See more on our approach to remuneration

onpages 123 to 147 ->

Leadership and purpose

An overview of how the Board monitors

purpose and culture, and of the Board’s key

activities throughout the year and its

governance framework

• Chairman’s introduction

• The Board

• How the Board monitors culture and

employee engagement

• The role of the Board and its Committees

• Principal Board activities in 2025

• Section 172(1) statement

• Conflicts of interest

• How we behave

• Relations with shareholders

• Shareholders’ and stakeholders’ views

• Corporate website

• Annual General Meeting

• Independence and effectiveness

Division of responsibilities

Describes the roles of the Directors and how

the Company ensures Director independence

• Roles and responsibilities of the Directors

• Independence and effectiveness

Compliance with the UK Corporate

Governance Code 2024

(the “2024 Code”)

The Board considers it has complied in full with

the 2024 Code throughout the year ending

31 December 2025. The Corporate governance

report on pages 91 to 150 sets out how the

Company has complied with the principles and

provisions of the 2024 Code.

Audit, risk and internal controls

Explains the role of the Audit Committee in

overseeing the integrity of the financial

statements and the risk management and

internal controls systems

• Audit Committee report

Composition, succession and

performance

Sets out our consideration of Board

composition and succession planning,

recruitment and induction of Directors, and

describes the Board performance review

• Board diversity

• Board skills

• Non-executive Director tenure

• Nomination Committee report

• Director recruitment, induction and

development

• 2025 Board performance review

Remuneration

Provides details of proposed changes to our

Directors’ Remuneration Policy and explains

how our remuneration policies, which support

our strategy and promote the long-

term

sustainable success of the business, have

operated during the year

• Directors’ remuneration report

• Directors’ Remuneration Policy

• Annual report on remuneration

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Leadership and purpose

Chairman’s introduction

Dear Shareholder

I am pleased to introduce our Corporate governance

report for the year ended 31 December 2025.

Overview and dividend

The business has continued to deliver the strong

operational performance demonstrated over recent

years, with 25 per cent growth in cash rents and 19 per

cent growth in

ERV since 2023. Over this period we

have maintained an active and disciplined approach to

capital allocation, enhancing the quality of our

portfolio, and have compl

eted £1.5 billion of

refinancing activity, resulting in a strong balance sheet,

with access to significant liquidity.

2025 was another strong year, with continued growth

in rental income, earnings, dividends, property

valuation and net tangible assets per share.

Notwithstanding an uncertain macroeconomic

backdrop, the West End continues

to perform strongly

with high footfall, low vacancy and astrong leasing

pipeline. Our customers recognise the exceptional

features of our portfolio of actively manage

d assets

which have broad appeal to domestic and international

occupiers and consumers.

On 1 April 2025, we entered into a long-term

partnership withNorges Bank Investment Man

agement,

the Norwegian sovereign wealth fund, which acquired

a25 per cent non-controlling interest in the Covent

Garden estate, in line with the December

2024

valuation. We retain control and management of the

Covent Garden estate, with fee income from the

partnership broadly reflecting the running costs of

managing the estate

. The transaction provides

increased financial flexibility, and I am pleased to

report that the partnership is operating effectively.

We have a strong balance sheet and are well-

positio

ned to capitalise on further market

opportunities inLondon’sWest End, delivering

long-term sustained income and value growth for our

shareholders. Total shareholder return for

2025 was

18.6 per cent. The Board is recommending a final

dividend of 2.1 pence per share, bringing the total

dividend for the year to 4.0 pence per share.

Board and management changes

As we announced in October 2025, Sian Westerman

became the Senior Independent Director and the

Director responsible for engagement with our

employees with effect fro

m 31 December 2025, and

Madeleine Cosgrave will become Chairman of the

Remuneration Committee following the 2026 AGM.

Richard Akers is continuing as an independe

nt Non-

executive Director of the business, and I would like to

thank him for his contribution as Senior Independent

Director and Chairman of the Remuneration

Committee

It is important that we keep succession planning under

regular review, and, following consideration by the

Nomination Committee, the search for a new Non-

executive

Director is underway.

Following the departures of two long-serving Executive

Directors, Michelle McGrath and Andrew Price, from

the business, the Executive Committee now co

mprises

our Executive Directors, who are supported by

astrong and experienced team. We have a robust

governance structure below Board level which ensures

oversight

and effective operations, while fostering

collaboration across teams. On behalf of the Board,

Iwould like to thank Michelle and Andrew for their

valuable contribution to the busin

ess, over many

years.

“The business has continued to

deliver the strong operational

performance demonstrated over

recent years.“

Jonathan Nicholls

Chairman

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Chairman’s introduction continued

Board performance review

As we undertook an external Board evaluation in 2023,

it was agreed that an internal Board performance

review should be undertaken in 2025. I am pleased to

report that the Board conti

nues to operate well.

Details of the process and findings of the review are

onpage 116.

Engaging with our shareholders

In addition to our extensive investor relations programme

led by Ian Hawksworth and Situl Jobanputra, during

2025 and early 2026 the Chairman of our Remuneration

Committee offered to meet with shareholders holding

over 65 per cent of our register to explain and

understand their views on proposed amendments to

our Directors’ Remuneration Po

licy, for which we are

seeking shareholder support at our 2026 AGM.

Sustainability and community

We continue to deliver our Sustainability Strategy,

working under our “retrofit-first” approach to building

management which preserves the character of our

heritage b

uildings and extends their life, improving

energy efficiency and minimising the carbon emissions

resulting from new development. We have achieved a

rther reduction 8.1 per cent in our greenhouse gas

emissions and remain on track for our 2040 targets.

Our Community Investment Strategy is integral to our

business, outlining how we support local communities

and build long-term relationships with our partners.

This year we have continued our focus on creating

empl

oyment opportunities and have adopted the

TOMs framework, which allows us to measure the

wider social value of our donations, partnerships and

the initiatives we support. We

are proud that the social

value for 2025 was £5.9 million.

UK Corporate Governance Code 2024

The Board is compliant with those parts of the 2024

Code which came into force on 1 January 2025, and

Iam pleased to report that work has been undertaken

during the year to rev

iew and update the business’s

internal controls in advance of the requirement at the

end of the year for the Board to report on their

effectiveness under Provision

29 of the 2024 Code.

Looking ahead

Notwithstanding our strong performance, the wider

economic and geopolitical situation remains unclear

and is likely to remain so for some time. However,

the

business is well-positioned to continue to deliver our

strategic objectives, by growing rents, valuation,

earnings and dividends. Shaftesbury Capital continues

to be

very well-positioned to deliver attractive

long-term returns as the leading central London

mixed-use REIT.

My thanks to the team

The Company’s performance relies on the efforts of

our employees and I would like to thank everyone for

their commitment and hard work during the course

of2025. The Board was

delighted that Shaftesbury

Capital was recognised in Britain’s Most Admired

Companies 2025 as the sector winner for Property/

Residential & Commercial REITs.

Jonathan Nicholls

Chairm

24 February 2026

Board members and meeting attendance

Number of meetings held: 6

Number of meetings

attended

Chairman

Jonathan Nicholls 6/6

Executive Directors

Ian Hawksworth 6/6

Situl Jobanputra 6/6

Non-executive Directors

Richard Akers 6/6

Ruth Anderson 6/6

Madeleine Cosgrave 6/6

Sian Westerman 6/6

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

Corporate governance report continued

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 reserve

d for Board approval.

These matters are reviewed annually and include

strategy, corporate reporting, significant funding

decisions and corporate transactions, the

Sustainability Strategy, Net Zero

Carbon commitments,

risk appetite, the Modern Slavery and Human

Trafficking Statement, delegated authority limits,

material policies including those on dividends and tax,

nd Board and Committee composition.

Board composition

As at 31 December 2025, the Board comprised the

Chairman, the Chief Executive, the Chief Financial

Officer and four Non-executive Directors. Biographies

of each of the Directors on the Board at the date of

this report and their membership of the Committees

can be found on pages 92 to 93, and additional

information on the Directors’ skills, experience and

backgroun

d is included on page 111.

Board operations in 2025

The Board met formally throughout the year, with

meetings aligned to the financial calendar, and an

annual strategy session in October. Additional

meetings were conven

ed, or communications sent, as

appropriate. Attendance details are provided on the

previous page for the Board and in the Committees’

reports on pages 113, 118 and 127. Board papers are

circ

ulated in advance of meetings, and written

approval is sought where matters require approval

atshort notice.

The Chairman and Non-executive Directors maintain

close enga

gement with senior management throughout

the year and hold meetings without Executive

Directors. Informal updates and regular briefings from

the Chief Executive ens

ure Directors have time to

consider and challenge matters under consideration.

During 2025, the Board received comprehensive

updates on business performance, the property

portfolio,

operations, finance, sustainability and

people, alongside reports from the General Counsel,

the Company Secretary and the Chairmen of the

Committees. The table on pages 102 to 103

shows the

key areas considered by the Board during the year.

Investing to create thriving destinations

in London’s West End where people

enjoy visiting, working and living.

To deliver long-term income and

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.

Purpose StrategyValues

Take a responsible, long-term view

Act with integrity

Take a creative approach

Listen and collaborate

Make a difference

Read more on pages 12 and 13-> Read more on pages 12 and 87-> Read more on pages 12 and 13->

and ensures that the Shaftesbury Capital culture is embedded across the Group. Shaftesbury Capital promotes high standards and a high-performance,

professional, entrepreneurial and i

nclusive culture, reflective of our business strategy and values.

Read more on pages 99 and 107->

The Board establishes the Group’s:

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

How the Board monitors culture and

employee engagement

During the year this included:

Employee engagement

• Reviewing findings from the 2024 employee survey,

with regular updates on actions taken.

• Hosting Company-wide meetings and informal

sessions to share strategic priorities and invite

employee questions.

• Engaging through the Employee Engagement Forum,

covering survey actions, learning and development,

well-being initiatives and benefits.

Meeting the team and updates on

development initiatives

• Receiving presentations from senior management

atBoard meetings throughout the year.

• Meeting senior managers informally at the Board

Strategy Day dinner to foster dialogue and

alignment.

• Receiving updates on leadership development

programmes and individual coaching plans aligned

with the Group’s values.

Governance and compliance

• Reviewing core governance policies and monitoring

completion of mandatory e-learning modules.

• The alignment of employee objectives and

remuneration structures with our values.

• Receiving feedback from internal and external

auditors and reviewing internal audit findings on

controls and compliance.

• Receiving reports on key projects aligned with

corporate values, including health and safety and

customer strategy.

Speak-up culture

• Our Whistleblowing Policy encourages employees

tospeak up confidentially if they have any concerns.

No reports were made during the year.

The Board considers cul

ture as part of its decision-

making and governance processes and will continue to

monitor progress through the annual employee survey

and ongoing engage

ment initiatives.

Our purpose and values underpin our culture, and are integral to the way we conduct

our business. Our people are central to this culture and play a critical role in

delivering our strategy. The Board and senior management recognise that culture

isled from the top, and regularly review feedback to ensure the culture remains

embedded within the business.

Shaftesbury Capital PLC | 2025 Annual Report

Strategic report

Corporate governance

Financial statements Additional information

• 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 and the

implementation of the Group’s Sustainability Strategy

• Holds ultimate oversight and responsibility for the

management of climate-related risks and

opportunities

• Reviews the structure, size and composition

ofthe Board and its Committees

• Oversees succession planning and development

of a diverse pipeline of talent at Board and

senior management levels

• Makes recommendations about appointments

tothe Board

• Oversees the Group’s valuation and financial

reporting processes

• Reviews the adequacy and effectiveness of

internal controls and risk management systems

• Reviews the independence and effectiveness of

the internal and external auditors

• Determines the Remuneration Policy for the

Executive Directors and sets the remuneration

for the Chairman and designated senior

management

• Ensures there is a link between culture,

performance and remuneration

• Monitors employee remuneration and related

policies

The role of the Board and its Committees

Board activities: pages 102 to 103 ->

Nomination Committee report:

pages 112 to 116 ->

Audit Committee report:

pages 117 to 122 ->

Remuneration Committee report:

pages 123 to 147 ->

Division of responsibilities of Directors: pages 109

to110 ->

Directors’ biographies: pages 92 to 93 ->

The Board

Led by Jonathan Nicholls

Nomination Committee

Led by Jonathan Nicholls

Audit Committee

Led by Ruth Anderson

Remuneration Committee

Led by Richard Akers

6 meetings

3 meetings 4 meetings5 meetings

Shaftesbury Capital PLC | 2025 Annual Report

100

Strategic report

Corporate governance

Financial statements Additional information

• Leads the implementation of the Company’s

business plan

• Monitors operational performance

• Reviews financial performance

• Reviews and prioritises resourcing in the Group

• Considers matters referred from management

committees

Executive Committee

• Oversees occupational

health and safety and

matters related to

well-being and security

risk

• Monitors the Group’s

policy and performance

against best practice for

health and safety and

security

• Considers and provides

updates and

recommendations to the

Board on the investment

and capital allocation

strategy of the Group

• Considers and

recommends proposed

capital expenditure,

acquisitions, disposals

and other material

capital initiatives prior to

approval

• Considers sustainability

matters including

strategy, policies, Net

Zero Carbon Pathway

and community

initiatives and makes

recommendations to the

business

• Monitors implementation

of and performance

against the Group’s

sustainability objectives

and targets

The role of the Board and its Committees continued

Health, safety and security:

pages 89 to 90 ->

Sustainability: pages 72

to 86 ->

Health & Safety

Governance

Committee

Led by Alison Fisher

Investment

Committee

Led by Situl Jobanputra

Sustainability

Committee

Led by Alison Fisher

• Reviews and monitors

the Group’s principal

and emerging risks

• Oversees the

effectiveness of the

Group’s risk

management systems

Risk management: pages

49 to 58 ->

Principal risks and

uncertainties: pages 52

to58 ->

Climate-related risks and

opportunities: pages 58

and 61 to 69 ->

Executive Risk

Committee

Led by Ian Hawksworth

Meets at least

4 times a year

Meets at least

4 times a year

Meets regularly

throughout the year

Meets at least 4

times a year

• Monitors the status of

potential inside

information in the

business

• Ensures disclosure

requirements are met

and that appropriate

records are maintained

in respect of inside

information

Disclosure

Committee

Led by Situl Jobanputra

Meets regularly

throughout the year

Shaftesbury Capital PLC | 2025 Annual Report

101

Strategic report

Corporate governance

Financial statements Additional information

Principal Board activities in 2025

• Regularly considered the geopolitical and

macroeconomic environment.

• Considered and approved key strategic

priorities, strategic proposals and

performance metrics.

• Approved the formation of the Covent

Garden partnership with NBIM.

• Reviewed capital structure, including leverage

and possible initiatives such as buybacks.

• Reviewed organ

isational structure and cost

base.

• Received updates on performance against

the Company’s medium-term targets.

• Approved the half year and year end results,

includ

ing consideration of the Going Concern

and Viability Statements.

• Approved the 2024 Annual Report.

• Approved the 2025 Annual General Meeting

and the December 2025 trading updates.

• Approved the 2026 budget and reviewed the

medium-term financial projections.

• Approved a five-year £300 million revolving

credit facility for the Covent G

arden

partnership, the repayment of the

£200 million term loan element of the

£350 million unsecured facility, extensions to

some maturity dates and reductions to the

headline margins of other Group financing

arrangements, and interest rate hedging

arrangements.

• Approved the updated Tax Strategy.

• Approved the 2024 final divid

end of 1.8

pence paid in May 2025 and the 2025 interim

dividend of 1.9 pence paid in October 2025.

• Received updates on the business’s customer

strategy includ

ing the Customer Satisfaction

Survey and action plan.

• Received regular updates on investor

relations activity and matters raised by

shareholders.

• Received updates on the results of employee

surveys.

• Considered the impact of business decisions

on a wide range of stakeholders.

• Received feedback on meetings with vario

stakeholders.

The Board met formally six times during the year, with additional matters approved by written resolution. At each meeting, the Directors received updates from the Executive

Committee, General Counse

l and Company Secretary on the operating environment, portfolio activities (including sustainability and stakeholder engagement), financial

performance, health a

nd safety, people, legal matters and governance. Employees from across the business are regularly invited to join meetings to present topicalupdates.

This ensures that the Board

is able to take considered decisions that progress delivery of the Company’s strategy.

The table below and on the adjacent page provides examples of matters c

onsidered during the year.

Strategy Finance, tax and corporate reporting Stakeholder engagement

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102

Strategic report

Corporate governance

Financial statements Additional information

• Approved the appointments of Sian

Westerman as Senior Independent Director

and of Madeleine Cosgrave as future

Chairman of the Remuneration Committee.

• Approved

new and revised corporate

policies, including updated Financial Crime

Policy and Committee terms of reference.

• Received updates from the Chairman of each

of the A

udit, Remuneration and Nomination

Committees.

• Approved the 2025 Annual General Meeting

resolutions.

• Approved the 2025 Modern Slavery and

Human Trafficking Statement.

• Approved the

external appointments of all

Directors.

• Considered the findings of the Board

performance review.

• Received updates on legal and governance

devel

opments including Provision 29 of the

2024 Code and further measures of the

Economic Crime and Corporate

Transparency Act 2023.

• Received feedback from the Employee

Enga

gement Forum.

• Received updates from the Head of HR and

the Chairman of the Nomination Committee

on the leadership development programmes

delivered during the year.

• Received updates on the results of employee

surveys.

• Received updates on organisational structure,

reporting lines and succession planning.

• Receiv

ed updates from the Chairman of the

Remuneration Committee on Board and

employee remuneration.

• Received updates on investment market,

valuations, occupier trading cond

itions, rent

collection levels, leasing activities, marketing

strategy and vacancy levels.

• Received updates on operational strategy,

customer strategy, valuer rotation

and health

and safety and security.

• Received updates on acquisitions and

disposals which did not require Board

approval.

• Received updates on the implemen

tation

ofthe Group’s Sustainability Strategy and

Community Investment Strategy.

• Considered climate-related risks and

opportunities.

• Approved the Group Risk Management Pol

icy

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 Ris

k and

Audit Committees, and the risk disclosures

for the half year and full year results.

• Consideration of work being undertaken in

preparation for reporting under Provision 29

of the 2024 Co

de.

Governance

People and culture

Operations

Sustainability

Risk management and internal controls

Principal Board activities in 2025 continued

Shaftesbury Capital PLC | 2025 Annual Report

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Strategic report

Corporate governance

Financial statements Additional information

Our section 172(1) statement

Engagement with stakeholders

The Board principally engages directly with employees

and shareholders but is also kept apprised of

engagement with other stakeholders through a

combination of reports from the

Executive Directors,

senior management and advisers to understand the

views of the Group’s stakeholders on day-to-day

operations. On pages 37 to 41, we outline the w

ays 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 under section 172(1)(a) to (f) of the Companies

Act 2006 (“s172(1)”) 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 risk mitigation.

• Oversight of employee resourcing and well-being.

• A dedicated section within each Board approval

paper setting out the likely impact of any proposal

on the relevant stakeholders.

• Review of stakeholder engagement and reporting

completed, and internal audit review by BDO LLP

(internal auditor of the Group).

• Consideration of stakeholder surveys.

• External assurance received from the external

auditors and reports from brokers and advisers.

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 o

ut in s172(1)

during 2025 are shown in the table on the adjacent

page. Other examples of how the Board has

considered stakeholder interests and s172(1) matters

are inc

luded in the section “How the Board monitors

culture and employee engagement” on page 99.

The Board confirms that during the year under review it 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 had regard

tothe matters set out in section 172(1)(a) to (f) of the Companies Act 2006.

Shaftesbury Capital PLC | 2025 Annual Report

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Strategic report

Corporate governance

Financial statements Additional information

Our section 172(1) statement continued

Examples of the Board΄s consideration of stakeholder interests and matters set out in s172(1) in 2025 are shown below.

Key matters Relevant

stakeholders

Board considerations Outcomes

Formation of Covent

Garden partnership

with NBIM

In considering entering into the strategic long-term

partnership with NBIM in respect of Covent Garden, the

Board gave careful consideration to the benefits of the

transaction includi

ng both strategic and financial benefits as

well as the opportunity to form a strategic partnership with

aleading global investor with a long-term investment horizon

and established

presence in London’s West End.

In reaching its decision the Board considered the likely views

of all of the business’s stakeholder groups, and the planned

enga

gement and communications programmes that would be

implemented to explain the benefits of the transaction.

The Board approved the sale of a 25 per cent non-

ntrolling interest in the Covent Garden estate to NBIM, at

31 December 2024 book value, and the establishment of the

Covent Garden partnership.

A communications programme was und

ertaken to ensure

key stakeholders understood the long-term focus and

stewardship benefits of the partnership.

Customer

focus

The Company places the customer at the heart of the

business. During 2025 the Board continued to give focus to

this area in order to maintain strong relationships and the

prov

ision of appropriate levels of service.

During the year, the Board received updates on the

outcomes of the Customer Satisfaction Survey and action

plan developed to

address the findings of the survey.

Implementation of the strategy will ensure that our expected

standards are delivered.

Strength of

balance sheet

Maintaining a strong capital structure is a key part of the

Company’s strategy. The Board therefore considers the

Company’s financing structure and debt maturity profile on

regular basis to ensure that a strong balance sheet and

access to sufficient liquidity are maintained.

The financial stability of the Company is important to a

wide

range of stakeholders. In considering financings, the views of

investors and the negotiation of the terms available from,

and relationships with, different finance

providers are given

particular consideration by the Board.

During the year the Board considered medium-term funding

and refinancing options and approved matters including a

five

-year £300 million revolving credit facility for the Covent

Garden partnership, the repayment of the £200 million term

loan element of the £350 million unsecured

facility and

improvements to the terms of a number of other Group

financing arrangements as well as new interest rate hedging

arrangements.

Purpose,

culture

and values

The Board remains committed to embedding our culture and

values within the business and receives regular updates on

this from management throughout the year.

The Board received updates throughout the year on actions

taken to address matters arising from the 2024 employee

survey, and received feedback from the Employee

Engagement For

um.

Key Visitors Capital partners, joint ventures and associatesEmployees ShareholdersCustomers PartnersFinance providers Suppliers Local communities

Shaftesbury Capital PLC | 2025 Annual Report

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Corporate governance

Financial statements Additional information

Our section 172(1) statement continued

s172(1) factors Relevant disclosuresPages

a The likely

consequences of

anydecision in

the long term

What sets us apart

Chief Executive’s statement

Our strategy

Our business model

Measuring performance

Our portfolio

Stakeholder engagement

Non-financial and sustai

nability

information statement

Sustainability report

Chairman’s introduction

Principal Board activities in 2025

8 to 11

14 to 15

16 to 36

37 to 41

70 to 71

72 to 86

96 to 97

102 to 103

b The interests of

theCompany’s

employees

Stakeholder engagement

Non-financial and sustainability

information statement

Our people and culture

Diversity, equity and inclusion

Chairman’s introdu

ction

How the Board monitors culture and

employee engagement

Employee remuneration and related

policies below the Board

37 to 41

70 to 71

87 to 88

88 and 115

96 to 97

123

to 126

s172(1) factors Relevant disclosuresPages

c The need to foster

theCompany’s

business

relationshipswith

suppliers,

customers

andothers

Stakeholder engagement

Non-financial and sustainability

information statement

Sustainability Strategy, approach and

progress

Industry and supply chain collaboration

Mod

ern slavery and human rights

Chairman’s introduction

Principal Board activities in 2025

How we behave

37 to 41

70 to 71

72 to 86

96 to 97

102 to 103

107

d The impact of the

Company’s

operationson the

community and

the environment

Stakeholder engagement

Non-financial and sustainability

information statement

Sustainability report

Our community

Chairman’s introduction

Directors’ remuneration report

37 to

70 to 71

72 to 86

85 to 86

96 to 97

123 to 147

e The desirability of

theCompany

maintaining a

reputation for

high standards of

business conduct

Our strategy

Our business model

Stakeholder engagement

Risk management

Non-financial and sustainability

information statement

Chairman’s introdu

ction

Conflicts of interest

How we behave

Division of responsibilities

Independence and effectiveness

37 to 41

49 to 58

70 to 71

96 to 97

107

109 to 110

110

f The need to act

fairlyas between

members of

theCompany

Stakeholder engagement

Relations with shareholders

Shareholders’ and stakeholders’ views

37 to 41

107

Shaftesbury Capital PLC | 2025 Annual Report

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Financial statements Additional information

Corporate governance report continued

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

commitm

ents. Any potential conflicts of interest are

declared at the start of each Board meeting and

aDirector who has a conflict of interest is excluded

from the quorum and voti

ng on the relevant matter.

Allactual and potential conflicts are formally reviewed

annually, considering both the nature of external roles

and time comm

itments.

External interests of new Directors are considered

during recruitment, and, where appropriate, authorised

by the Board on appointment. Any subsequent

appointments require

Board approval, taking into

account the nature of the role and time commitment.

This process was followed in approving Richard Akers’

external appointment as

the Chairman of Ibstock plc,

which was effective from 5 May 2025.

The Board considers these procedures to be working

effectively.

How we behave

We aspire to the highest standards of business

conduct built on honesty, respect, integrity and

transparency. With a relatively small team, our Board

has a high

degree of oversight of the Group’s activities,

policies and procedures.

While we do not have a specific human rights policy,

our expectations are embedd

ed across multiple

policies and procedures. We expect suppliers, as a

minimum, to comply with all applicable human rights,

employment and health a

nd safety legislation, as well

as relevant industry standards and codes.

We have formal compliance policies in place in relation

to anti-money

laundering, anti-bribery and corruption,

data protection, fraud, tax evasion, gifts and

hospitality, share dealing, whistleblowing and conflicts

of interest. All new employees receive train

ing on these

policies during induction, with annual e-learning

refresher training mandatory for all employees.

Aconfirmation of compliance with these policies is also

quired to be signed by employees on joining and

annually thereafter. In February 2026, we published

our latest Modern Slavery and Human Trafficking

Statement, which can be found on our website.

Thissets out the actions undertaken during the year

toprevent modern slavery and human trafficking in

our business and supply chai

Our culture is open, honest and transparent, and our

employees are encouraged to speak up about any

concerns. We have a formal Whistleblowing Poli

cy,

under which employees and suppliers can report

issues either directly to our General Counsel, our

Company Secretary or the Chairman of the Audit

Committee, or throug

h an independent hotline and

online portal. Following receipt of a whistleblowing

report, we have procedures to ensure that an

appropriate investigation is undertak

en. This policy

isreviewed by the Audit Committee and the Board

annually.

Relations with shareholders

The Board values regular engagement with

shareholders and potential investors as a key aspect

of corporate governance. An extensive investor

relations programme is led

by the Chief Executive and

the Chief Financial Officer, involving the Director of

Commercial Finance and Investor Relations and other

members of management. Annu

al activities include

investor and analyst meetings, results presentations,

webcasts, roadshows, one-to-one meetings, industry

conferences and property tours.

All Directors

attended the 2025 Annual General

Meeting where shareholders were able to participate,

ask questions and vote.

As part of our regular investor relations programme,

meetings were held with UK an

d overseas existing and

potential institutional investors as well as with equity

market analysts. The Chief Executive, the Chief

Financial Officer and senior management

have also

ledtours of our portfolio, which provide existing and

potential investors the opportunity to see our

destinations, understand our management strategy

and m

eet senior management.

During 2025, the Chairman of the Remuneration

Committee engaged with shareholders on proposed

amendments to the Directors’ Remuneration Policy.

Shareholders’ and stakeholders’ views

The Board receives regular updates on the views of

major shareholders and stakeholders, with a dedicated

section on stakeholder impact included in each Board

approv

al paper. More about the Company’s

consideration of and engagement with its stakeholders

can be found on pages 37 to 41 and in the Company’s

section 172(

1) statement on pages 104 to106.

The Board also receives regular updates from the

Executive Directors and the Head of HR on employee

matters, and receives updates fro

m the Employee

Engagement Forum.

Retail shareholders may raise questions through

theCompany Secretary by email to

cosec@shaftesburycapital.com.

Corporate website

Our corporate website gives visitors access to

Company information, annual reports, results

presentations and webcasts. There are also links to

ourdestination websites, contact details for

shareholder

enquiries, and information about our

whistleblowing hotline andonline portal.

Annual General Meeting

The 2026 Annual General Meeting of the Company

(the“AGM”) will be held on 14 May 2026 at 11.30 am

(London time) at the London offices of Herbert Smith

Freehills Kramer

LLP. The AGM notice 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

check the website for the latest details concerning the

2026 AGM. Separate resolutions will be proposed on

each issue and, in accordance with the 2024 Code,

each Director willoffer them

selves for re-election.

Shareholders are advised to vote in advance of the

meeting, prior to the proxy deadline set outinthe AGM

notice. Shareholders may submit any questions by

sending an email tocosec@shaftesburycapital.com

and a response willbeprovided.

The results of the votes on all resolutions will be

publishedonour website

following the AGM.

Shaftesbury Capital PLC | 2025 Annual Report

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Corporate governance

Financial statements Additional information

Corporate governance report continued

Board and Committee meetings, key corporate events and investor engagement during 2025

• Board meeting

• Audit Committee

• Nomination Committee

• Remuneration

Committee

• Board meeting

• Audit Committee

• Remuneration

Committee

• Board meetings

• Audit Committee

• Nomination

Committee

• Remuneration

Committee

• Board Strategy Day

• Remuneration

Committee

• Board meeting

• Audit Committee

• Nomination Committee

• Remuneration

Committee

• 2025 interim results

• 2025 interim results analyst

presentation

• 2025 interim cash dividend of 1.90 pence

per share paid

• New five-year £300 revolving credit facility

for the Covent Garden partnership

• Early repayment of £200 million term loan

• Trading update

• Sian Westerman replaces Richard

Akers as Senior Independent Director

on 31 December 2025

• Extended maturity dates and reduced

margins for finance facilities

• Covent Garden partnership formed

with NBIM

• 2024 year end results

• Year end results analyst presentation

• 2025 interim results roadshow

• Trading update

• 2025 Annual General Meeting

• 2024 final cash dividend of 1.80

pence per share paid

• 2024 Annual Report

• 2024 year end roadshow

Jan

Jul

Oct

Apr

Feb

Aug

Nov

May

Mar

Sep

Dec

Jun

Board and Committee

meetings

Board and Committee

meetings

Board and Committee

meetings

Q3 Q4

Board and Committee

meetings

Key corporate events

and investor engagement

Key corporate events

and investor engagement

Key corporate events

and investor engagement

y corporate events

and investor engagement

Shaftesbury Capital PLC | 2025 Annual Report

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Strategic report

Corporate governance

Financial statements Additional information

Division of responsibilities

The Board comprises the Non-executive Chairman, two Executive Directors and four

Independent Non-executive Directors. There is clear division between Executive a

Non-executive responsibilities, which ensures accountability and oversight. The

Board has overall responsibility for governance throughout the Group and is

supported by

the Company Secretary and the General Counsel. The Chairman and

Non-executive Directors meet regularly without the Executive Directors, and at least

once a year the No

n-executive Directors meet without the Chairman.

The Board delegates some of its responsibilities to the Nomination, Audit and

Remuneration Committees. A description of the work of these Co

mmittees can

befound in their reports on pages 113, 118 and 127, respectively.

The roles of Board members

The following table sets out the key responsibilities of each individual or group:

Positions and names Key responsibilities

Chairman

Jonathan Nicholls

• Leading the Board in the consideration, challenge, support and oversight of the Company’s strategy and its implementation,

andmonitoring the Group’s risk profile.

• Overseeing succession planning at the Board level.

• Ensuring effective links between shareholders, other stakeholders, the Board and senior management.

Chief Executive

Ian Hawksworth

• Developing and implementing the Company’s strategy and commercial objectives.

• Reviewing and prioritising resourcing in the Group.

• Overseeing the financial and operational performance of the Group.

• Communication with the Board, employees and other stakeholders.

• Overseeing the skills, diversity, management development and succession of the Group’s employees.

Chief Financial Officer

Situl Jobanputra

• Working closely with the Chief Executive in developing and implementing the Company’s strategy, and overseeing capital allocation,

investment and key transactions

• Providing financial and commercial leadership, developing the Company’s business and financial strategy, and managing the Company’s

capital structure.

• Responsible for financial reporting, financial planning and analysis, investor relations, treasury, tax, investment and IT functions.

Non-executive Directors

Sian Westerman

Richard Akers

Ruth Anderson

Madeleine Cosgrave

• Providing constructive challenge of the Executive Directors and monitoring the delivery of the Company’s strategy within the risk

management and internal contro

ls frameworks set by theBoard.

Each Committee operates under terms of reference, which are available on our

website and reviewed annually, and assesses its effectiveness ev

ery year as part of

the performance review process set out on page 116.

Operational matters are delegated to the Executive Directors, except for those

reserved for the Board under the Sched

ule of Board Responsibilities, also available

on our website and reviewed annually.

The roles of Chairman, Chief Executive and Senior Independent Director are

separately held, clearly defined, documented and regularly reviewed by the Board.

The terms of reference for each role are available on our website.

Shaftesbury Capital PLC | 2025 Annual Report

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Corporate governance

Financial statements Additional information

Division of responsibilities continued

All Directors have access to the advice and services of:

Positions and names Key responsibilities

Company Secretary

Ruth Pavey

• Advising the Board on corporate governance matters

and ensuring the smooth flow of information within the

Board and its Committees, and between senior

management and the Non-executive Directors.

General Counsel

Alison Fisher

• Providing legal advice and guidance to the Board.

• Reporting to the Board on corporate services

activities, including HR, health and safety, planning,

place making, stakeholders and sustainability.

Independence and effectiveness

In accordance with the 2024 Code, all Directors stand for 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 an appropriate combination

of skills, experience and knowledge

to enable them to carry out their duties

effectively. The Nomination Committee reviews Director tenure, individual

effectiveness and Board diversity on an ongoing basis. A

ll Non-executive

Directors are considered to be independent and free from any business or other

relationship which could materially interfere with the exercise of their judgem

ent.

Our Non-executive Directors remain independent from executive management

ofthe Company, and 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

expected time commitment is considered on appointment, and any additional

external appointments require Board approval to ensure responsibi

lities to the

Company are not compromised. For example, the Board approved the

appointment of Richard Akers as the Chairman of Ibstock plc with effect from

May 2025.

The key responsibil

ities of Board members are set out in the table on the

pageopposite.

Shaftesbury Capital PLC | 2025 Annual Report

110

Strategic report

Corporate governance

Financial statements Additional information

Board skills, experience and background

Board composition as at 31 December 2025

Board skills and tenure as at 31 December 2025

Board skills

Leadership Real estate

Hospitality, leisure, luxury,

fashion and retailSustainability

Corporate

finance

Accounting/

finance

Fund management/financial

markets

Ian Hawksworth 9999999

Situl Jobanputra 9999999

Jonathan Nicholls 99 999

Richard Akers 9999

Ruth Anderson 999 999

Madeleine Cosgrave 999 9

Sian Westerman 99999

Non-executive Director tenure

Year joined 2023 2024 2025 2026 year-to-date

Length of time

(to 24 February 2026)

Chairman

Jonathan Nicholls 2023 3 years

Non-executive Directors

Richard Akers 2023 3 years

Ruth Anderson 2023 3 years

Madeleine Cosgrave 2024 1.5 years

Sian Westerman 2024 1.5 years

Age

50-54 (1) 55-59 (1) 60-64 (3) 65+ (2)

14.29% 14.29% 42.85% 28.57%

Board independence

Chairman (1)

Executive Directors (2)

Non-executive Directors (4)

14.29% 28.57% 57.14%

Ethnic group

Asi an/Asi an British (1) White British or other white (including minority white groups) (6)

14.29% 85.71%

Gender

Male (4) Female (3)

57.14% 42.86%

Shaftesbury Capital PLC | 2025 Annual Report

111

Strategic report

Corporate governance

Financial statements Additional information

Composition, succession and evaluation

Nomination Committee report

Dear Shareholder

On behalf of the Nomination Committee, I am pleased

to present our 2025 report.

Overview

This year the Committee has focused on refreshing

Board responsibilities following the successful

integration of the Non-executive Directors appointed

in2024.

Board changes

During the year, the Committee recommended that

Sian Westerman succeed Richard Akers as Senior

Independent Director with effect from 31 December

2025 and that Madeleine

Cosgrave become Chair of

the Remuneration Committee following the 2026 AGM.

Richard Akers will continue as an Independent Non-

executive Director. Sian has also ass

umed

responsibility for employee engagement.

Succession planning

To strengthen Board succession planning, the

Committee has initiated a search for an additional

Non-executive Director and has appointed Russell

Reynolds Associates to assist with

this process.

Below-Board development

During the year, the Committee received updates from

the Chief Executive and Head of HR on development

and succession planning initiatives in place below

Board l

evel.

Diversity

The Board meets UK Listing Rules targets for gender

representation across key roles.

We recognise the value that a broad range of

backgrounds, experiences and perspectives brings

tothe b

usiness. Currently, the Company’s Executive

Committee has significant representation from an

ethnic minority background. As a company with a

relatively small number of

employees, we do not

believe it is practical to set formal targets for ethnic

orother forms of diversity within senior management.

However, we remain committed to di

versity in a broad

sense across the organisation.

Jonathan Nicholls

Chairman of the Nomination Committee

24 February 2026

“During 2025, the Committee

continued to focus on the evolution

of the Board, ensuring that we have

the right balance of diversity, skills

and experience.”

Jonathan Nicholls

Chairman

Strategic report Corporate governance Financial statements Additional information

Shaftesbury Capital PLC | 2025 Annual Report 112

Nomination Committee report continued

Nomination Committee at a glance

Key responsibilities of the Committee

•

Monitors and reviews the structure, size and composition (including skills,

knowledge, experience and diversity) of the Board and its Committees.

• Ensures that there are appropriate plans in place for the orderly and effective

succession of the Board and senior management.

• Oversees the development of a diverse pipeline for succession at Board

andsenior management levels.

• Keeps Directors’ skills, experience and independence under consideration.

• Leads the process for Board appointments and makes recommendations

totheBoard.

• Reviews the time commitment expected from Directors.

• Oversees the Board performance review process.

Nomination Committee members and meeting attendance

Number of meetings attended (3 held)

Jonathan Nicholls (Chairman) 3/3

Richard Akers 3/3

Ruth Anderson 3/3

Madeleine Cosgrave 3/3

Sian Westerman 3/3

How the Committee operates

The Nomination Committee comprises Independent Non-executive Directors.

Throughout the year the members of the Committee were Jonathan Nicholls (who

isChairman of the Committee), Ri

chard Akers, Ruth Anderson, Madeleine Cosgrave

and Sian Westerman.

The biographies set out on pages 92 to 93 demonstrate the diversity of experience

of the Committee members.

Independent executive search firms are engaged to assist in Executive and Non-

executive Director succession planning and appointment processes, as appropriate.

Russell Reynolds Associates was engaged as the external search agency to assist

with the recruitment of an additional Non-executive Director during the year

. Russell

Reynolds Associates has no connection with the Company or any individual Director,

other than to assist with the Non-executive Director recruitment proc

ess.

In making recommendations to the Board on Non-executive Director appointments,

the Nomination Committee specifically considers the expected time commitment

ofthe proposed Non-executive Director, against the other commitments that they

already have external to the Company. Agreement of the Board is also required

before a Dire

ctor may accept any additional commitments. This is to ensure that

possible conflicts of interest are identified and that Directors will continue to have

sufficient ti

me to devote to the Company’s affairs.

All Directors stand for annual re-election in accordance with the 2024 UK Corporate

Governance Code. The Committee considers the skill

s, knowledge and level of

performance of all Directors before making its recommendation to the Board.

The Committee reviews its effectiveness and terms of reference annu

ally.

Strategic report Corporate governance Financial statements Additional information

Shaftesbury Capital PLC | 2025 Annual Report 113

Nomination Committee report continued

Director recruitment, induction and development

Our recruitment process for new Non-executive Directors is set out in the graphic

tothe right. On joining the Board, we provide each Director with an induction

programme, which is tailored depending on the individual’s experience and expected

role on the Board. Our induction programmes include individua

l meetings with the

Chairman, Executive Directors, General Counsel, Company Secretary and members

of senior management, together with participation in site tours and meetings with

the

Company’s advisers, which may include the internal and external auditors, brokers,

valuers and lawyers. We also provide copies of past Board papers and access to

a

reference library which includes corporate information and policies, information

ondirectors’ duties and responsibilities and other useful materials.

The Chairman and the Committees together ensu

re that Directors keep their skills

and knowledge up to date, to allow them to fulfil their roles on the Board and

Committees. The General Counsel and Company Secretary regular

ly update the

Board on legal and corporate governance matters. Directors are required to

participate in the Company’s mandatory training modules, and information on other

traini

ng opportunities and seminars is circulated to Directors. Directors also receive

periodic briefings from external advisers, and Directors may take independent

advice at the Compan

y’s expense where they feel this appropriate.

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 Co

mmittee’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

versity which encompasses diversity in the broadest sense, i.e. not just of gender

orethnicity, but also experience and skills.

At 31 December 2025, 43 per cent of

our Board were women, we had one Director

from an ethnic minority background and the holder of one of the key Board roles of

Chairman, Chief Executive, Chief Financial Officer

and Senior Independent Director

was female.

The Board considers that quotas are not appropriate in determining its composition

and has, therefore, chosen not to set formal targets; howev

er, it keeps diversity under

consideration in all aspects of Board composition, including the Committees and senior

Board positions.

In conducting searches, the Nomination Committee works w

ith executive search

consultants that are required to provide a diverse selection of candidates for Board

appointments, taking into account our Diversity and I

nclusion Policy and the UK Listing

Rules targets, with selection based upon merit, objective criteria and alignment with

our values.

Below Board level, we are proud that we

have strong representation from female

employees across the business. Our team is 62 per cent female and 42 per cent of our

senior management are 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. This is an area on which we will

continue to focus.

Initiatives we support to promote diversity 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

managemen

t 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 initiatives including

AbilityRE, the British Property Federation Diversity & Inclusion Champions network

and the Business Disability Forum.

Lookin

g ahead, the Nomination Committee will continue to develop and monitor

succession plans at both Board and senior management level, and keep under

review both the diversity

of, and development programmes for, our talented team.

Director recruitment process

The Committee considers Board composition and determines desired

skills and experience

A person specification is prepared

An executive search firm is appointed

A shortlist of candidates is identified

The Chairman and Chief Executive meet with shortlisted candidates

and

provide feedback to the Committee

All Directors are given the opportunity to meet the preferred candidate

The Committee makes a formal recommendation to the Board

A tailored induction is provided to the new Director

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Shaftesbury Capital PLC | 2025 Annual Report 114

Nomination Committee report continued

Sex or gender identity of Board and Executive Committee as at 31 December 2025

Number

of Board

members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chairman)

Number in

executive

management

(ExCo)

Percentag

of executive

management

(ExCo)

Men 4 57% 3 3 75%

Women 3 43% 1 1 25%

Other categories 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 UK Listing Rule 6 Annex 1R.

Ethnic background of Board and Executive Committee as at 31 December 2025

Number

of Board

members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chairman)

Number in

executive

management

(ExCo)

Percentag

of executive

management

(ExCo)

White British or other

white(including minority-

white groups)686% 3 3 75%

Mixed/multiple ethnic groups 00% 0 00%

Asian/Asian British 1 14% 1 1 25%

Black/African/Caribbean/

Black British 0 0% 0 0 0%

Other ethnic group,

includingArab 0 0% 0 0 0%

Not specifie

d/prefer

nottosay 00% 0 00%

1. Data self-reported against the categories set out in UK Listing Rule 6 Annex 1R.

75%

25%

Male number: 3Female number: 1

58%42%

Male number: 11

Female number: 8 Male number: 40Female number: 64

38%62%

Executive Committee (excluding the Board Executive

Directors) and directors of the subsidiary companies

Gender diversity as at 31 December 2025

Direct reports into Executive Committee All employees

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Shaftesbury Capital PLC | 2025 Annual Report 115

Our Board performance review

In accordance with the recommendations of the UK Corporate Governance Code

2024 we undertake an annual review of the performance of the Board and its

Committees and Directors, w

ith an externally facilitated review commissioned at

least every three years. As an external review of the Board, its Committees and

individual Directors was undertaken in 2023

, it was decided that an internal review

would be undertaken in 2025, facilitated by Richard Akers, our Senior Independent

Director, and the Company Secretary. T

he review also considered the

effectiveness of individual Directors, with feedback given to Directors by the

Chairman of the Board, and feedback given to theChairman by Ric

hard Akers as

Senior Independent Director, at the end of the process. In accordance with our

three-year cycle, it is expected that an externally facilitated performanc

e review

will be undertaken in 2026.

Progress against actions from the 2024 Board evaluation

Agreed actions

Review stakeholder reporting to ensure the Board receives a balanced overview

Consider the introduction of strategic update briefings during the year

Review Board materials to

ensure succinct, clear reporting

Our progress

9The Company Secretary reviewed stakeholder reporting and a review was

undertaken by BDO as part of the internal audit plan which provided

substantial assurance ov

er the design and operational effectiveness of

stakeholder management.

9Management arranged updates on key business initiatives, and a number

ofpresentations are planned for future Board updates.

9The Board materials were reviewed and some progress was made. However,

ithas been agreed that this will be addressed again in 2026 with the aim of

streamlining the meeting packs. A

new Board portal was also introduced.

Nomination Committee report continued

2025 Board performance review

Actions from the 2025 Board performance review

The operation of the Board was rated highly in all areas considered.

The balance of skills and experience on the Board was appropriate and Madeleine

Cosgrave and Sian Westerm

an had settled in well. Agreed actions included:

The Chairman and Company Secretary considered the approach to be

taken and recommended that an internal performance review be

undertaken, facilitated by t

he Senior Independent Director and the

Company Secretary

The Nomination Committee approved the proposed timing and overall

approach

Each Director completed a questionnaire about the operation of the

Board and its Committees

A report was prepared by the Senior I

ndependent Director and

Company Secretary; its findings were considered by the Board and a

number of actions were agreed

Richard Akers as Senior Independent Director completed a review of

the Chairman’s performance

Further review of Board materials to streamline meeting packs

Review of risk management

Proposed session to consider evolving corporate culture

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Shaftesbury Capital PLC | 2025 Annual Report 116

Audit, risk and internal controls

Audit Committee report

Dear Shareholder

On behalf of the Audit Committee, I am pleased to

present our 2025 report.

The Group’s significant accounting matters and key

areas of assumptions and estimates, together

with an

explanation of how the Audit Committee addressed

them, are outlined on page 119. The Committee paid

careful attention to these matters throughout the

year, including consid

eration of the accounting

treatment for the new Covent Garden partnership

formed during 2025.

The valuations provided by the external valuers

remain a key determinant of

the Group’s EPRA NTA,

and so reviewing the valuation process, and

considering the valuers’ independence, continues to

beone of the Committee’s key responsibilities. The

Comm

ittee received regular reports from the valuers

on the valuation process, and has received regular

updates from management on the planned valuer

rotation during 2025, in accord

ance with the RICS rules

on the rotation of valuers. Following the Committee’s

consideration and challenge, we continue to be

satisfied that the valuation process is robust, that the

valuers’ key assumptions were appropriate, and that

all the valuers remain independent and objective.

Prior to the Board’s approval of the 2025 Annual

Report, the Committee gave consi

deration to the

Group’s going concern assessment and Viability

Statement, noting the maturity profile of the Group’s

external financing.

During the year, in complian

ce with the external

auditor partner rotation requirements, Saira

Choudhry was appointed as audit partner for the

2025 financial year.

Finally, during 2025 the Committee has receiv

regular updates on the work being undertaken in

conjunction with BDO to ensure that the Board is ready

to report on Provision 29 of the 2024 UK Corporate

Governance Code, whic

h relates to the Company’s

riskmanagement and internal controls framework,

andapplies to our accounting period beginning

on1 January 2026.

Ruth Anderso

Chairman of the Audit Committee

24 February 2026

“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.”

Ruth Anderson

Chairman

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Shaftesbury Capital PLC | 2025 Annual Report 117

Audit Committee report continued

Audit Committee at a glance

Key responsibilities of the Committee

•

Monitors the integrity of the Group’s financial reporting and satisfies itself on

significant accounting judgements, assumptions and estimates made by

management.

• Advises 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 is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Company’s performance,

business model and strategy.

• Reviews reports from the external auditors, internal auditor and valuers.

• Oversees the relationship with the external auditors and considers their

reappointment, and their performance, objectivity and independence, which

includes the level of

provision of non-audit services and fees.

• Oversees the relationship with the internal auditor and considers their

reappointment and their performance, objectivity and independence.

• Reviews the Company’s systems of risk management and internal controls,

including financial, operational and compliance controls.

• Reviews the Company’s Whistleblowing Policy and procedures.

• Reviews the reporting of the Group’s financial year end greenhouse gas

andenvironmental data disclosures and its TCFD disclosures.

How the Committee operates

The Audit Committee comprises Independent Non-executive Directors. Throughout

the year, the members of the Committee were Ruth Anderson (who is Chairman of

the Committee), Richard Ak

ers, Madeleine Cosgrave and Sian Westerman.

The biographies set out on pages 92 to 93 demonstrate the diversity of experience

of the Committee members. Ruth Anderson, as a chartere

d accountant with many

years of senior financial experience, satisfies the requirement of the 2024 UK

Corporate Governance Code for at least one member of the Committee to have

appropriate, recent and relevant financial experience.

During the year, at the Chairman of the Audit Committee’s request, all or parts

ofmeetings were attended by the Chief Fin

ancial Officer, senior members of the

finance team, the external auditors, the internal auditor, the valuers and other

external advisers. The Chairman, the Chief Executive an

d members of senior

management also attended all or parts of meetings, as appropriate.

The Chairman of the Audit Committee meets with each of the valuers before the half

year and full

year results to discuss key aspects of their valuations. She also meets

with the external auditors and with the internal auditor before each Audit Committee.

In addition, the A

udit Committee spends time in each Committee meeting with the

external auditors and the internal auditor, without management present, to discuss

any matters they may wish

to raise.

Throughout the year, the Chairman of the Audit Committee met with the Chief

Financial Officer and members of senior management, 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 and terms of reference annually.

Audit Committee members and meeting attendance

Number of meetings attended (4 held)

Ruth Anderson (Chairman) 4/4

Richard Akers 4/4

Madeleine Cosgrave 4/4

Sian Westerman 4/4

Strategic report Corporate governance Financial statements Additional information

Shaftesbury Capital PLC | 2025 Annual Report 118

Audit Committee report continued

Accounting matters and key areas of assumptions and estimates

The most significant financial judgement in the preparation of the Annual Report is the valuation of the Group’s property portfolio.

During the course of the year the Committee also

assessed the accounting implications of the formation of the Covent Garden partnership. The formation is not considered

asignificant judgement but due to the material

nature of the transaction further details are provided below.

Subject Issue How the Audit Committee addressed the issue

Valuation of the Group’s

property portfolio.

Further information on

the approach taken by

the valuers in valuing the

portfolio and a sensitivity

analysis on equivalent

yie

lds and ERV are set out

in note 12 to the financial

statements on page 176.

For more information

onoperating and

portfolio review: see

pages 27 to 36 ->

The valuation of the property portfolio is a key determinant of the

Group’s net assets, as well as indirectly impacting executive and

employee remuneration.

The valuatio

n 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 2025, the valuation of the property

portfolio under management was £5.4 billion. The Group’s share

ofthe property

portfolio held in the joint venture was £62.4million.

The Chairman of the Audit Committee met the valuers, without

management present, to review the 30 June and 31 December 2025

valuations. In addition, Cushman & Wakefield and CBRE, valuers of

the portfolio under management, provided detailed papers to the

Committee in advance of the

July and February Committee meetings.

The valuers attended these Committee meetings and the Committee

was able to discuss their papers and raise questions.

The Committee considered the underlyin

g assumptions used in the

valuations and questioned the valuers on how the changing

macroeconomic and interest rate environment, as well as evidence

ofleasin

g transactions, had impacted the valuations. The Committee

also considered analysis and commentary by management and an

assessment by the external auditors. Followi

ng 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.

Formation of the Covent

Garden partnership with

sale of a 25 per cent

non-controll

ing interest in

the Covent Garden estate

to NBIM, with Shaftesbury

Capital retaining 75 per

cent ownership and

management control over

the estate.

Following the sale of a

25 per cent interest in the Covent Garden

estate to NBIM, management assessed the accounting implication

andcontrol rights of NBIM to direct the relevant activities of the

partnership and as such accounted for a non-controlling interest.

Consideration was also given to NBIM’s 23.5 per cent shareholding

inShaftesbury Capital PLC.

Accounting imp

lications of the transaction, including segmental

disclosure, were also assessed.

Management provided detailed papers on accounting for the

transaction and impli

cations on disclosures in the Annual Report prior

to the Audit Committee meeting so that at the meetings the

Committee was able to discuss in detail and raise questions on the

acc

ounting treatments adopted.

With additional information from the external auditors on their work

on the transaction and disclosures, the Committee was satisfied that

the judgements an

d estimates were appropriate.

In addition, the Committee considered and challenged, as appropriate, a number of other items that impacted the Group’s financial statements, including:

• the accounting treatment of acquisitions and disposal of investment properties, including held for sale classification;

• the recoverability of tenant debtors and lease incentives;

• going concern and viability assessment;

• principal and emerging risks;

• assessment of internal controls and 2024 UK Corporate Governance Code;

• use of alternative performance measures; and

• the recoverability of investment in Group companies within the Parent Company financial statements.

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Shaftesbury Capital PLC | 2025 Annual Report 119

Financial reporting

2025 Annual Report

The Executive Directors have confirmed that they are not aware of any material

misstatements in the interim results and Annual Report. The external auditors

confirmed that they

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 and 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

• 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.

For more information on going concern and viability:

see pages 48 and 59 to 60 ->

Fair, balanced and understandable

The Board as a whole is responsible for determining whether the 2025 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 Board asked the Committee to review the draft 2025 Annual Report and advise

on whether these requirements had been met.

undertaking its review, the Committee discussed a report from the Group

Financial Controller covering the Annual Report and considered whether the Annual

Report, taken as a whole:

• explained how 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 signposting to additional information where necessary;

• had a consistent tone throughout;

• appropriately reflected what had been reported and considered by the Board

throughout the year;

• 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.

On completion of its review, the Committee identified no material concerns to be

raised with the Board, and conclud

ed that it was satisfied that the Annual Report was

fair, balanced and understandable and provides the information necessary for

shareholders to assess the Group’s performance, business mo

del and strategy.

Internal controls and risk management

Risk, controls 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 A

udit Committee considers

reports from management, the work undertaken by external advisers and feedback

from the internal and external auditors. Key controls observations, exc

eptions 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 Group Financial Controller were presented to the Committee, and, o

n the basis

of these reports, the Committee considered the key controls to be working

effectively.

Audit Committee report continued

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Shaftesbury Capital PLC | 2025 Annual Report 120

Audit Committee report continued

Over the course of the year, the Committee received regular updates on the work

that was being undertaken to evaluate and update the Group’s internal controls and

risk ma

nagement systems to ensure that the Company is ready to report on

Provision 29 of the 2024 UK Corporate Governance Code, which relates to the

Company’s risk manageme

nt and internal controls framework, and applies to our

accounting period beginning on 1 January 2026. BDO were engaged to facilitate this

work and met with manageme

nt from across the business to document key

processes and internal controls and help identify any areas for improvement.

Following this exercise, risk and c

ontrols matrices were completed to document

each process and its associated controls, and a system of internal sign-offs and

reporting was agreed to ensure that the Board rec

eives sufficient evidence to

support the year end declaration on the effectiveness of material controls.

During 2025, the Committee ensured that it complied with the FRC’s

Audit

Committees and the External Audit: Minimum Standard publication.

For more information on the Company’s risk management and internal controls:

see pages 49 to 58 ->

Internal audit

BDO is appointed to act as the Company’s internal auditor. During 2025, BDO

continued to work under an agreed five-year internal audit plan. In November 2025

an

ew three-year internal audit plan was considered and approved by the

Committee. The full audit programme will be considered over the three-year period,

with detailed plans for ea

ch year to ensure that key risk areas are appropriately

covered over the plan period. Reviews undertaken in the year included the Bribery

Act 2010, contract management an

d procurement, payroll, H&R and talent

management, environmental, social and community matters, health and safety,

stakeholder management, the Economic Crime an

d Corporate Transparency Act

2023, commercial leasing and corporate tax.

The Committee reviews the effectiveness of the internal auditor, the internal audit

plan, any matters ide

ntified 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 au

ditor continues to be independent and

its services remain effective.

The internal audit partner has direct access to the Chairman of the Audit Committee

should he w

ish to raise any concerns outside formal Committee meetings.

Sustainability data and reporting

The Committee has oversight of the Group’s sustainability data and reporting and

received updates from the external auditors and Head of Sustainability on

sustainability reporting a

nd performance during the year. At the year end, the

Committee reviewed the draft TCFD disclosures setting out the Group’s transitional

and physical risks and opportunities relating to cli

mate change. In particular, the

Committee reviewed the short, medium and long-term nature of the risks and

opportunities and considered that the approach adopted by the Group in assessing

these

risks and opportunities remains appropriate and reasonable.

For more information on the Company’s TCFD: see pages 61 to 69 ->

Cyber security

During the year, the Committee received updates in relation to actions being

undertaken to enhance cyber security, including systems upgrades and employee

training.

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

nclude an independent, confidential hotline through which employees and third-

parties can anonymously raise a matter of concern. Alternatively, employees

and

third parties can contact the General Counsel, the Company Secretary or the

Chairman of the Audit Committee. 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 Aud

it Committee Responsibilities) Order 2014.

The Committee has primary responsibility for overseeing the relationship with the

external auditors.

PwC were first appointed as the Company’s external a

uditors in 2010 and, following

a competitive tender process, were reappointed as external auditors in January

2020. Following the rules for audit firm rotation, the Company has to

appoint a new

firm as external auditors for no later than the year ending 31 December 2030. The

retender process will be planned and conducted well in advance

of this deadline.

At the 2025 AGM, shareholders reappointed PwC as the external auditors for the

year ended 31 December 2025 and authorised the Audit Committee to determine

the exter

nal auditors’ remuneration.

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Shaftesbury Capital PLC | 2025 Annual Report 121

Following the rules for audit engagement partner rotation, the previous audit partner

rotated off the audit at the end of last year’s audit. Saira Choudhry has been

appointed as the audit partner for 2025.

During the year, the Committee considered the depth of discussions held with the

external auditors and how they 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 risk assessment and areas of focus, is considered by the Committee

ateach of its m

eetings and the Chairman of the Audit Committee meets with the

external audit partner in advance of all Audit Committee meetings. Management

provides constructi

ve 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.

To ens

ure that the external auditors remain effective and independent, the

Committee reviews the performance of the auditors and their independence

annually.

Following the 2024 year end audit, the Committee assessed the performance

oftheexternal auditors, the audit team’s qualifications, expertise, resources and

independence, and the effecti

veness of the audit process including the timeliness

ofcommunication of audit matters. This assessment was undertaken through

discussions with the Chief Financial Offic

er and Group Financial Controller and

consideration of the feedback given on the service provided by PwC during the

audit. 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 obje

ctivity of the

audit report;

• the total fees paid by the Group during the year do not represent a material part

of their 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

leve

l of non-audit fees. Factors taken into account included:

• confirmation received that PwC did not perform any non-audit services for the

years ended 31 December 2024 and 31 December 2025 apart from the half year

review noted in

the Audit fees section.

• the nature of the work undertaken by PwC and consideration of the relevant

independence threats and safeguards in place; and

• consideration of whether all of the non-audit services provided in the year were

permissible under the FRC Revised Ethical Standard 2024 (“Ethical Standard”);

The Committee co

ncluded 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 resources; 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 FR

C 2024/25 Audit Quality Inspection and

Supervision Report for PwC issued in July 2025.

Audit fees

Fees payable to the external auditors for audit and non-audit services are set out

innote 5 to the financial statements on page 174.

The Committee’s po

licy 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

mpromised. Under our non-audit services policy, in line with the requirements of

the FRC’s Ethical Standard, other than in exceptional circumstances, no

n-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 Chief Executive

or Chief Financial

Officer have authority to approve non-audit assignments to the auditors below

thisthreshold.

Non-audit fees were 9 per cent of audit fees in the

year ended 31 December 2025

(2024: 10 per cent) and were 17 per cent (2024: 15 per cent) of the average audit fee

for the preceding three years. The external audit fee for

the audit of the joint venture

and associate was £47,000 (2024: £45,000). The Group’s 50 per cent share of this

was £23,500 (2024: £22,500).

Independence and reappointment

The Committee remains satisfied with the effectiveness of the external audit and

with its interaction with PwC. It also remains confident that PwC’s objectivity a

independence are not impaired by the provision of non-audit services.

The reappointment of the external auditors is reassessed annually.

Audit Committee report continued

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Shaftesbury Capital PLC | 2025 Annual Report 122

Strategic report Corporate governance Financial statements Additional information

Shaftesbury Capital PLC | 2025 Annual Report 123

Directors’ remuneration report

Dear Shareholder

On behalf of the Board, I am pleased to present our

2025 Directors’ remuneration report.

Our Directors’ Remuneration Policy was approved by

shareholders in June 2023 following the

merger of

Capco and Shaftesbury earlier that year. The report

which follows is against this Policy.

2025 was the final year of the three-year Policy and

therefore we have undertake

n a comprehensive

review of senior executive remuneration. I am grateful

for the feedback received from our shareholders,

which has been incorporated into the final design of

the

proposed 2026 Policy. This Policy will be put to a

binding shareholder vote at the 2026 AGM, alongside

the usual advisory vote on the Directors’ remuneration

report and a vote to

approve our new long-term

incentive plan.

Business context

2025 was a successful year which delivered strong

performance with continued growth in rental income,

earnings, dividends, property valuation and financial

metrics. This

included a 14.5 pence increase in EPRA

NTA per share to 214.7 pence per share driven by

leasing and asset management activity, a 12.2 per cent

increase

in underlying earnings per share driven by

rental growth and cost savings and total shareholder

return of 18.6 per cent.

These financial outcomes have been

accompanied by

continued strong operational performance, with limited

vacancy, strong demand, positive trends in footfall and

customer sales and continued delivery of

our

customer and sustainability strategies. You can read

more about our financial and operational performance

within the Annual Report.

In April 2025 the business compl

eted a long-term

partnership with NBIM which acquired a 25 per cent

non-controlling interest in the Covent Garden estate,

inline with the December 2024 valuation.

2025 incentive outcomes

2025 was an excellent year for Shaftesbury Capital,

and the strong performance summarised above is

reflected in the achievements against the financial and

non-finan

cial performance targets set for our

Executive Directors.

The 2025 annual bonus was based 75 per cent on

financial measures and 25 per cent on non-financial

objectives. Total property return (“TPR”) of 10.1 per

cent was ahead of the Total Return All-Property index,

EPRA NTA per share (“NTA”) of 214.7 pence increased

by 7.2 per cen

t over the year, and underlying earnings

per share (“EPS”) increased by 12.2 per cent. This

resulted in the TPR and EPS outcomes being at

maximum and the NTA metric bei

ng ahead of

threshold, although below maximum. Altogether, our

performance delivered 86.67 per cent of the 75 per

cent bonus opportunity allocated to these three

financial measures

The non-financial element comprised objectives

relating to corporate strategy and goals, people,

financial deliverables and portfolio management. The

Executiv

e Directors performed strongly against these

objectives, delivering extensive leasing and asset

management activity, entering into the long-term

partnership with NBIM in respec

t of Covent Garden,

responsible financial management, a new customer

strategy, a positive employee survey with improved

engagement score, continued pro

motion of a positive

and progressive working culture and championing our

Sustainability and Community Investment strategies.

Performance against the non-financial targ

ets for the

Executive Directors was assessed at between 85 and

91 per cent of the 25 per cent opportunity allocated to

these measures, reflecting each of the Executive

Directors’ efforts.

“ In 2025 the Committee undertook

acomprehensive review of our

Remuneration Policy, which

included a thorough consultation

process with our leading

shareholders, to ensure that our

new Policy continues to support

our strategy and long-term focus.”

Richard Akers

Chairman

Directors’ remuneration report continued

The overall annual bonus outcome was between 86.25

and 87.75 per cent of maximum for 2025.

Performance Share Plan (“PSP”) awards were granted

to Executive Direc

tors and employees on 23 March

2023 and these are capable of vesting based on

relative TSR and relative TAR performance for the

three-year period ending 31 December 2025.

Shaftesbury

Capital’s total shareholder return results

in a ranking in the upper quartile of the FTSE 350 Real

Estate peer group and total accounting return is just

below the upper quarti

le of the same group, based on

provisional results. The actual TAR ranking and vesting

outcome will be known once all peer group annual

reports have been

published. However, based on

estimated performance, it is expected that 97.8 per

cent of the total award will vest.

The Committee believes the annual bonus and PSP

outc

omes for the year ending 31 December 2025 are

an appropriate reflection of the strong performance of

the Company over the relevant one- and three-year

periods. No discretion was

used to amend the

formulaic outcomes.

Review of the Directors’ Remuneration

Policy

Our current Policy has reached the end of its three-

year life and a new Policy will be presented for

shareholder approval at the 2026 AGM. A major focus

of the Committee ov

er the course of 2025 has been to

undertake a detailed review of the Policy to ensure

that our new Policy continues to effectively support

Shaftesbury Capital’s strategy

and culture.

Directors’ Remuneration Policy: pages 128 to 135 ->

Policy review context

Since completion of the merger to form Shaftesbury

Capital PLC in 2023, we have delivered strong

operational performance, with 22 per cent growth in

cash rents and 26 per cent

growth in ERV. We have

maintained an active and disciplined approach to

capital allocation, enhancing the quality of our

portfolio, and have completed close

to £2 billion of

refinancing activity, resulting in a strong balance sheet,

with access to significant liquidity. As set out earlier,

2025 has been another successf

ul year, delivering

continued growth in rental income, earnings, dividends,

property valuation and net tangible assets per share

and entering into the long-term partn

ership with NBIM

in respect of Covent Garden.

Shaftesbury Capital has a unique West End mixed-use

portfolio. Given the lack of a relevant listed peer

group, it is difficult to set

meaningful and robust

three-year targets and, indeed, there is a danger that

such targets could inadvertently distract management

from delivering their medium-term obj

ectives. Against

this backdrop and following a comprehensive

consultation with shareholders, we are proposing to

replace performance shares with restricted shares.

Rationale for restricted shares

The Committee considered the following factors in

moving to restricted shares:

• Stewardship, simplicity and retention – restricted

shares are clear and simple and provide participants

with direct alignment with shareholders and long-

term stewardship of

the share price. The move to

restricted shares will provide a meaningful incentive

tool and encourage retention across the business.

• Relative measurement – our recent long-term

incentive awards have been based on relative total

shareholder return and relative total accounting

retur

n. To date, this has felt to have been a fair

measure of management performance. However,

with fewer companies now in the FTSE 350 real

estate sector, and with the sec

tor split into various

sub-sectors and geographies resulting in a lack of

comparability in underlying portfolios, this is no

longer felt to be a sufficiently robust

measure of

performance.

• Strategic alignment – over the next few years, we

remain focused on delivering sustained growth and

total returns to shareholders through unlocking

growth poten

tial across our portfolio and positioning

ourselves to capitalise on market opportunities.

Restricted shares will help discourage any actions

which unduly focus on short-term

impacts and

instead will encourage a mindset which is aligned

tothe shareholder experience through long-term

value creation throughout the property cycle.

• Setting medium-term targets – in an uncertain market

and interest rate environment, setting meaningful

absolute three-year financial targets is very

challenging and is l

ikely to lead to binary (0 per cent

or 100 per cent) outcomes which are heavily

impacted by macroeconomic factors rather than

company-specific actions.

line with the generally accepted conversion rate

of1:2, restricted shares with a face value of 150 per

cent of salary will replace our previous policy of 300

per ce

nt of salary in performance shares. Restricted

shares will vest subject to continued service and

aperformance underpin.

Bonus deferral

Our Executive Directors each have significant

shareholdings in the Company. Therefore, reflecting

latest guidance from investor bodies, the Committee

has determined that, whilst

the current requirement for

40 per cent of annual bonus earned to be deferred in

shares will continue to apply, in respect of bonus

earned for FY2026 and thereafter, the bonus

required

to be deferred will be reduced to 20 per cent of any

bonus earned if an Executive Director has met their

shareholding guideline.

Incorporating shareholder feedback – underpin and

shareholding guidelines

The majority of shareholders were supportive of our

rationale for moving to restricted shares, noting the

challenge of relative measurement from having a small

and diverse set

of listed real estate peers who invest

invery different real estate assets to Shaftesbury

Capital.

Some shareholders wanted to better understand how

the underpin would be assessed in practice. In light

this, the Committee has identified a number of factors

to be taken into consideration to allow a structured

and robust assessment while also providing more

clarity for

participants and shareholders.

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Shaftesbury Capital PLC | 2025 Annual Report 124

Whilst there is a default to vesting, the Committee will

apply a qualitative underpin to restricted share awards

which will enable it, exceptionally, to reduce vesting if,

the round, there has been material

underperformance. The factors the Committee will

consider are not exhaustive but are likely to include

the following:

Strategic

priorities

Delivery of key strategic objectives

over the vesting period including

operational performance.

Financial

health

The overall financial health of the

business which may have regard to

Company KPIs including total

accounting return, total property return,

total shareholder return, cash flows,

underlying profit and balance sheet

strength.

Stakeholder

experience

Consideration of key stakeholders

including employees, customers,

suppliers and shareholders.

A small minority of shareholders commented on the

current shareholding guidelines which are 300 per cent

of salary for the Chief Executive and 200 per cent of

salary for

other Executive Directors. While both

Executive Directors have shareholdings in excess of

these requirements, the Committee has decided to

increase the guideline for other Exe

cutive Directors to

250 per cent of base salary.

Our previous pledges contained in the 2023 Annual

Report to test performance on a change of control and

to inc

lude malus and clawback provisions in the cash

element of the bonus plan have been included in the

new 2026 Policy.

Employees

The Committee is provided with updates on

remuneration decisions taken for the wider employee

population. 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 w

ith that for the Executive

Directors, with employees being eligible for a

discretionary bonus and share awards, as well as

salary, pension and employee benefits. Bonus awar

below Board level are based 50 per cent on the

financial measures described above and 50 per cent

on non-financial measures.

In addition to Executive Direc

tor reports to the Board,

the Board receives feedback from our Employee

Engagement Forum, which I previously attended and is

now attended by Sian Westerman, and was updated

the findings of our annual employee survey. The

Board also met senior managers from across the

business at a dinner following its annual strategy

session, which

provided a good opportunity to hear

the views of our employees.

Key elements of employee remuneration include:

• Salary increases effective from 1 January 2026 are

c. 3 per cent on average; c. 6 per cent including

promotional increases, which are set with regard to

market levels.

• All permanent employees participate in the annual

bonus scheme and will receive annual bonuses in

respect of 2025 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 2025

based on the same measures as the Executive

Directors.

• All permanent employees will be eligible to receive

annual bonuses and share awards in 2026.

• The employer pension contribution of 17.5 per cent

of salary applies to all employees.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 125

Incentive scheme performance measures

2026 annual bonus

EPRA net tangible assets (“NTA”) per share (25%)

• A key measure driving the long-term potential of our assets.

Underlying earnings per share (“EPS”) (30%)

• Rewards value growth in net rental income as well as success in managing costs. Upweighted from 25 per

cent in 2023 to reflect the importance of deli

vering 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-u

sed MSCI Total Return All-Property Index.

Non-financial (corporate and sustainability) (25%)

• Bespoke, 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.

Directors’ remuneration report continued

Implementation of Remuneration Policy

in2026

• Salaries: For 2026, Executive Directors’ salaries will

increase by 3 per cent, which is in line with the

underlying increase applying to the wider workforce.

• Incentives: Executive Directors’ annual bonus

opportunity will be 150 per cent of salary and it is

intended that restricted share a wards will be

granted shortly after the 2026 A

GM at 150 per

cent of salary, in line with the proposed Policy.

The market value used to grant the 2026 awards

is, for parity, to be the same three-day a verage

closing midd

le market quotation value u sed in

relation to awards planned for grant below Board

in March 2026.

For 2026, the Chairman and Non-executive Directors’

fees (includin

g Committee fees) will increase by 3 per

cent, which is in line with the underlying increase

applying to the wider workforce. The revised fees

are set out in the Annual

report on remuneration

onpage 144.

Conclusion

The business performed strongly in 2025 and this has

been reflected in the annual bonus and PSP outcomes

for the year.

Our new Policy includes a change

to our proposed

long-term incentive structure, with restricted shares

replacing performance shares. In line with good

practice, we have adopted a 50 per cent discount

too

ur previous PSP grant level and have included an

underpin alongside higher shareholding guidelines for

Executive Directors other than the Chief Executiv

Ihope you will be supportive of the remuneration

resolutions being tabled at the 2026 AGM.

If you have any questions on this report, please feel

free to direct them to me via the

Company Secretary.

Richard Akers

Chairman of the Remuneration Committee

24 February 2026

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Shaftesbury Capital PLC | 2025 Annual Report 126

Remuneration Committee at a glance

Remuneration Committee members and meeting attendance

Number of meetings attended (5 held)

Richard Akers (Chairman) 5/5

Ruth Anderson 5/5

Madeleine Cosgrave 5/5

Sian Westerman

4/5

1. Due to a prior commitment, Sian Westerman was unable to attend one meeting that was called on relatively short notice.

How the Committee operates

The Remuneration Committee comprises Independent Non-executive Directors.

Throughout the year the members of the Committee were Richard Akers (who is

Chairman of the Committee), Ruth A

nderson, Madeleine Cosgrave and Sian

Westerman.

The biographies set out on pages 92 to 93 demonstrate the diversity of experience

of the Committee members.

FIT Remuneration Con

sultants LLP (“FIT”), an independent remuneration consultancy,

provided advice throughout the year. FIT was engaged by the Committee following a

tender process in 2023. FIT atten

ded all or parts of meetings, as appropriate, and

provided advice on the remuneration of the Executive Directors, together with

regular market and best practice updates.

In addition,

some or parts of meetings, as appropriate, were attended by the Chief

Executive, the Chief Financial Officer, the Company Secretary and the Company’s

Head of HR in relation to em

ployee remuneration and related policies. No Executive

Director participated in discussions or decisions regarding their own remuneration.

The Committee reviews its effectiveness

and terms of reference annually.

Directors’ remuneration report continued

Key responsibilities of the Committee

•

Determines the Remuneration Policy for Executive Directors and the remuneration

framework for senior management.

• Monitors the appropriateness of the Remuneration Policy.

• Ensures the Executive Directors are remunerated fairly and responsibly, in a

manner aligned to the long-term interests of the Company.

• Sets the remuneration of the Chairman, the Executive Directors and designated

senior management, including the Company Secretary.

• Keeps under review employee remuneration, related policies and alignment

ofincentives and rewards with the Company’s culture and values.

• Considers the appropriateness of the Directors’ remuneration framework

compared with the arrangements for other employees.

• Reviews and approves the performance targets and outcomes (using discretion

where appropriate) for the annual bonus scheme and PSP.

• Ensures that the Directors’ remuneration report and disclosures in the Annual

Report are easy to read and understandable.

• Appoints and manages the relationship with the Company’s remuneration adviser.

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Shaftesbury Capital PLC | 2025 Annual Report 127

1. Directors’ Remuneration Policy

This section of the Directors’ remuneration report sets out Shaftesbury Capital’s

proposed Directors’ Remuneration Policy (the “Policy”) which will be put to a

shareholder vote at the 2026 AGM on

14 May 2026.

The key changes to the Policy from the one approved by shareholders at the 2023

AGM are:

• A change to the long-term incentive structure through the replacement of

performance shares with restricted shares. Restricted shares will ordinarily vest

after three years subjec

t to continued service and the assessment of an underpin.

The maximum value of restricted shares that may be granted to an Executive

Director is 150 per cent of salary,

being half the previous Performance Share Plan

opportunity of 300 per cent of salary.

• An increase to the shareholding guideline operating during employment for

Executive Directors other than the Chief Executive, from 200 per cent of salary

to250 per cent of

salary. The Chief Executive’s shareholding guideline of 300 per

cent of salary and the post-cessation shareholding requirement remains

unchanged.

• The current requirement for 40 per cent of annual bonus earned to be deferred

inshares will continue to apply. However, in respect of bonus earned for FY2026

and thereafter,

the bonus required to be deferred will be reduce to 20 per cent

ofany bonus earned if an Executive Director has met their shareholding guideline.

• Reflecting the pledge made to shareholders in 2024, the 2026 Policy has been

amended in two areas. Firstly, any unvested long-term incentive awards

(performan

ce shares or restricted shares) will be performance tested in the event

of a change of control. Secondly, malus and clawback provisions will apply to the

cash portion of the

annual bonus (previously malus provisions applied to the

deferred portion of the bonus only) and the triggers have been updated to reflect

good practice in this area.

• Further detail on all employee share schemes under which all employees,

including Executive Directors, may participate.

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 an

d 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 Share Award Plan (“SAP”).

In order to avoid any conflict of interest, remun

eration is managed through well-

defined processes ensuring that no individual is involved in the decision-making

process related to their own remuneration. In parti

cular, 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 rem

uneration arrangements.

Each year, with the support of external advisers, the Committee undertakes a review

of the remuneration of the Executive Directors. The Committee also determines the

remuneration framework for a group of 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.

Subject to approval by shareholders at the 2026 AGM, this Policy will be effective

for the 2026 financial year and will

apply to incentive awards with performance

periods beginning on 1 January 2026. Payments to Directors can only be made if

they are consistent with the shareholder-approve

d Policy (including previous

policies) or amendment to the Policy.

Details of each element of remuneration, its operation, purpose, link to strategy and

performan

ce metrics are set out in this section.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 128

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 opportunityPerformance 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.

TheCommittee reviews base salaries with reference to:

• Other property companies of a similar size

• 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 the

typical range of salary

increases awarded to other

employees (in percentage of

salary terms).

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.

The Committee considers individual and Company

performance when setting base salary, as well as the

general increase awarded to other employees.

No malus or clawback provisions apply.

Bene

fits

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 packag

e 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.

Any reasonable business-

related expenses (including tax

thereon) can be reimbursed if

determined to be a taxable

ben

efit.

Not performance related and no malus or clawback

provisions apply.

Pension

To be appropriately competitive

with that offered by comparator

companies.

Shaftesbury Capital offers a defined co

ntribution 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).

Not performance related and no malus or clawback

provisions apply.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 129

Purpose and link to strategy Operation Maximum opportunityPerformance 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. Annual bonus

deferral 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.

40 per cent of any bonus earned is deferred in Shaftesbury

Capital shares or nil-cost options for three years without further

performance conditions but subject to risk of forfeiture should an

Executive Director leave the Company in certain circumstances.

The level of bonus deferred reduces to 20 per cent of bonus

earned if an Executive Director has achieved their shareholding

guideline.

Directors may be entitled to be paid dividend equivalents on

vested deferred bonus awards.

The maximum bonus

opportunity for Executive

Directors is 150 per cent of

annual salary with, typically, 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/or strategic measures.

The measures selected and their weightings may vary

each year according to the Group’s strategic priorities.

Atleast 75 per cent of the bonus will be measured against

financial performance.

Annual bonus (cash and deferred bonus awards) are

subject to malus and clawback provisions as set out in the

notes to this table.

Long-term incentives

To incentivise and reward

long-term decision-making as

the basis for sustai

nable growth,

and to help retain and recruit

Executive Directors over the

longer term.

Executive Directors are eligible to receive restricted share

awards, which may be made as conditional awards or nil-cost

or nominal-cost options, at the discretion of the Committee.

Restricted share awards are discretionary and will normally

vest three years after grant subject to continued service and

the satisfaction of an underpin.

A post-vesting holding period will apply which means that

restricted shares may not ordinarily be sold until the second

anniversary of vesting (other than to pay relevant taxes due on

vested awards).

Dividend equivalents may accrue on vested awards normally

in relation to the vesting period and on unexercised awards

during the holding period.

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.

The maximum grants which

may be made to participants

as conditional awards or

nil-cost or nominal-cost

options are 150 per cent of

salary.

The Committee will apply a qualitative underpin to

restricted share awards which will enable it,

exceptionally, to reduce vesting if, in the round, there

has been material underperformance. The factors the

Committee will consider are not exhaustive but are

likely to include the following:

• Strategic priorities: Delivery of key strategic

objectives over the vesting period including

operational performance

• Financial health: The overall financial health of the

business which may have regard to Company KPIs

including total accounting return, total property

return, total shareholder return, cash flows,

underlying profit and balance sheet strength

• Stakeholder experience: Consideration of key

stakeholders including employees, customers,

suppliers and shareholders

Restricted share awards are subject to malus and clawback

provisions as set out in the notes to this table.

All-employee share schemes

Encourage employees to build

ashareholding through the

operation of all-employee

plans such as the HMRC

Sharesave and SIP schemes

Executive Directors may participate in all-employee schemes

(such as HMRC Sharesave or SIP pl

ans) on the same terms as

other eligible employees.

Participation in all-employee

schemes is subject to the limits

set by HMRC from time to

time.

No malus or clawback provisions apply.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 130

1.3 Notes to the Policy table performance measurement selection

Performance measures in the annual bonus scheme

Executive Directors may earn bonuses depending on the Company’s financial

performance and performance against individual performance targets designed to

eliver strategic goals. The bonus measures in place may include financial metrics

such as earnings per share, total property return and net tangible assets.

Measure Reason

Underlying earnings

per share

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 m

easured

by the MSCI Total Return All-Property Index, an external

benchmark widely used in the property industry.

EPRA net tangible

assets per share

(“NTA”)

Considered by the

Committee to be an important driver

of value creation for Shaftesbury Capital.

The metrics and weightings may change from year to year to reflect the priorities at

the start of each performan

ce year. 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 a

nd internal expectations. The Committee sets targets it

believes to be appropriately stretching, but achievable. A portion of the bonus may

be based on strategic or individual

objectives which provides a more rounded

assessment of performance.

Malus and clawback

Annual bonus and share awards (performance shares, restricted shares and

deferred bonus shares) are subject to malus (withholding) and clawback (recovery)

provisions which permit the Re

muneration Committee, at its discretion, to reduce the

size of any future award or share award granted to an Executive Director, to reduce

the size of any granted b

ut unvested share award held by an Executive Director, or

to require an Executive Director to transfer shares or make a cash payment to the

Company.

The circumstances

in which the Company may apply the recovery or withholding

provisions include

• gross misconduct of the participant;

• the participant having 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 participant being wholly or partly responsible for the Company becoming

insolvent or otherwise suffering a corporate failure so that shares cease to have

material value.

In respect

of cash award payments under the annual bonus scheme, the recovery

and withholding provisions apply for three years from the date of payment of the

award. In respect of the deferre

d element of the annual bonus, a deferred share

award (whether under the PSP or the new Share Award Plan) is subject to the

recovery and withholding provisions durin

g the period ending three years after the

date of grant.

In respect of other share awards, whether under the PSP or the new Share Award

Plan, the recovery and withholding provisions

apply during the period ending two

years from vesting. The Committee may delay vesting of a share award to enable an

investigation of the potential application of the recovery an

d withholding provisions.

The Committee views these periods as appropriate as they allow the provisions to

be applied for a number of years following the date of the award, generally aligni

with the vesting and/or post-vesting holding periods.

Discretions

Under the annual bonus scheme and the long-term incentive plans, the Company uses

judgement and has standard discretions to take appropriate action in the

event of

unforeseen events which affect the schemes. Such judgement and discretions include:

• who participates in the plan, the quantum of an award (including pricing basis and

dividend equivalents) and/or payment and the timing of awards a

nd/or payments;

• determining the extent of vesting;

• treatment of awards and/or payments on a change of control or restructuring of

the Group;

• whether an Executive Director is a good/bad leaver for incentive plan purposes

and whether the proportion of awards that vest do so at the time of leaving or at

the norm

al vesting date(s);

• how and whether an award may be adjusted in certain circumstances (e.g. for a

rights issue, a corporate restructuring, a material acquisition or divestment or for

special dividend

s);

• what the weighting, measures and targets should be for the annual bonus plan and

LTIP awards from year to year;

• the Committee also retains the ability, if events occur that cause it to determine

that the conditions set in relation to incentive schemes are no longer appropriate

unable to fulfil their original intended purpose, to adjust targets and/or set

different measures or weightings. Any such changes would be explained in the

subsequent Directors’ remuneration report and, if appropriate, be the subject of

consultation with the Company’s major shareholders; and

• the ability to override formulaic outcomes in line with the Policy.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 131

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 individua

l 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, 2020 and 2023 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.

Remuneration of employees below the Board

No element of remuneration is operated solely for Executive Directors, except for

car allowances. Shaftesbury Capital employees below the Board receive base

salary, benefits, pensio

n, and annual bonus, and some participate in the long-term

incentive schemes. However, there are some differences in operation as set out

below:

• In certain circumstances, such as recruitment, long-term incentive awards may be

granted without performance conditions or an underpin to participants belo

w 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 250 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 income tax and NIC). There is a two-year

post-cessation shareholding requirement of 200 per cent of salary for all Exe

cutive

Directors, capturing deferred annual bonus awards made from 1 January 2022 (in

respect of 2021) and all Performance Share Plan awards and restricted share

awards ma

de from 1 January 2021.

Directors’ remuneration report continued

Total ﬁxed remuner a tion Annual bonus Restricted shares Share price growth

£964

£2,737

£3,328

£3,919

100.00%

35.22%

28.96%

24.60%

21.59%

35.52%

30.16%

43.19%

35.52%

30.16% 15.08%

Below threshold

On target

Max

Max with growth

Total ﬁxed remuner a tion Annual bonus Restricted shares Share price growth

£683

£1,955

£2,379

£2,803

100.00%

34.95%

28.72%

24.37%

21.68%

35.64%

30.25%

43.37%

35.64%

30.25% 15.13%

Below threshold

On target

Max

Max with growth

1.4 Performance scenario charts

The potential reward opportunities illustrated in Figure 1 are based on the Policy

which will apply in 2026 and provide estimates of the potential future reward

opportunity for ea

ch of the Executive Directors, and the potential split between the

different elements of remuneration under three different performance scenarios:

‘Below threshold’, ‘Target’ and ‘Maxi

mum’.

The Below threshold scenario includes base salary, pension and benefits (fixed pay).

No annual bonus or restricted share elements are included (variable pay). The Target

enario includes fixed pay, on-target bonus (50 per cent of opportunity) and

assumes restricted share awards vest in full. The Maximum scenario includes fixed

pay, maxim

um bonus and full vesting of restricted share 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

restricted share element if there was share price appreciation of 50 per cent

between the date of award and the date of vesting.

It shoul

d be noted that the restricted share 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-vestin

g 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

Ian Hawksworth, Chief Executive (£000)

Situl Jobanputra, Chief Financial Officer (£000)

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Shaftesbury Capital PLC | 2025 Annual Report 132

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

SalaryBased on scope and nature of responsibilities of the proposed role; the candidate’s experience; implications for total remuneration

positioning vs market pay levels for c

omparable 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 provi

ded, which may include the continuation of benefits received in a previous role. Consistent with the

Policy table limit

Annual bonusExecutive 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 appoi

ntment, 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.

Restricted

New Executive Directors will be eligible to participate in the long-term incentive scheme set out in the Remuneration Policy table.

A restricted share award can be made shortly following an appointment (assuming the Company is not in a prohibited period).

150 per cent of

salary, consistent

with Policy table.

Other In determining appropriate remuneration for new Executive Directors, the Committee will take into consideration all releva

nt 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 Capita

l 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 co

mpensatory 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 va

lue 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 structu

re or an additional

award under the PSP or SAP

• 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 relevan

t legislation

• In the event that an employee is promoted to the Board, the Company would honour any existing contractual arrangements

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 133

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 Com

pany’s registered office.

Commencement date Notice period

Ian Hawksworth 17 May 2010 12 months

Situl Jobanputra 1 January 2017 12 months

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 ag

reement. The

Committee may make additional incidental payments, which are not material in

quantum, to a departing Director on exit, if appropriate, for example in settle

ment 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 considere

appropriate.

When considering exit payments, the Committee reviews all potential incentive

outcomes, having regard to the reason for leaving and the Director’s performanc

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

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

cla

wback for a period of three years from the date of grant.

An individual would generally be considered a ‘good leaver’ if they left the Group’s

employment for reasons inc

luding 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 or restricted 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 discretio

n 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 performan

conditions. Where vesting is accelerated, the

Committee will determine the extent to which the

performance conditions or underpin had been

satisfied at the date of leaving. The hol

ding period

would continue to apply.

Change of

control

ImmediatelyAwards will normally be pro-rated for time and

remain subject to performance conditions or

underpin.

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 wo

uld 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 pay

ments 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.

Non-executive Directors seeking re-election at 2026 AGM: dates of appointment

and unexpired terms

Date of appointment Unexpired term as at 31 December 2025

Jonathan Nicholls 6 March 2023 6 months

Richard Akers 6 March 2023 6 months

Ruth Anderson 6 March 2023 6 months

Madeleine Cosgrave1 August 20246 months

Sian Westerman 1 September 20246 mo

nths

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 134

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 opportunityPerformance metrics

Fee

To recruit and retain

appropriately qualified

Non-executive Directors

The Chairman and Non-executive Director fees are reviewed on

anannualbasis.

The Board and Co

mmittee 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 commitmen

ts 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 or fees for additional

responsibilities 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 c

omparator

companies

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 wi

ll 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 2026 Remuneration Policy and investor guidelines were considered by the Committee when preparing the Remuneration Policy, and feedback

was incorporated

into the design of the final Policy.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 135

Ian Hawksworth

Composition of 2025 single figures (%)

Salary

16.0%

ØƉØòıýǹòýĸýǇŪţ

0.8%

ýĸţěŁĸ

2.8%

Łĸůţ

20.7%

PSP award

48.2%

ĘØşýǹŜşěóýǹđşŁƄŪĘ

11.4%

ĘØşýǹŜşěóýǹđşŁƄŪĘ

11.4%

Salary

16.0%

ØƉØòıýǹòýĸýǇŪţ

0.6%

ýĸţěŁĸ

2.8%

Łĸůţ

21.1%

PSP award

48.1%

Situl Jobanputra

Ian Hawksworth

Composition of 2024 single figures (%)

Salary 47% ØƉØòıýǹòýĸýǇŪţǹǑǿǒɬ ýĸţěŁĸǹǗǿǑɬ ŁĸůţǹǓǑǿǔɬ PSP N/A

ØıØşƊǹǓǕǿǓɬ

ØƉØòıýǹòýĸýǇŪţǹǑǿǑɬ

ýĸţěŁĸǹǗǿǐɬ

ŁĸůţǹǓǒǿǒɬ PSP N/A

Situl Jobanputra

2. Annual report on remuneration

This section of the Directors’ remuneration report explains how Shaftesbury

Capital’s current Remuneration Policy has been implemented during the year.

Thereport is made up of

the following parts:

Subject Issue

Pay outcomes for 2025 2.1 Single total figure of remuneration

2.2 Annual bonus outcomes for 2025

2.3 PSP awards vesting in relation to 2025

performance

2.4 Paym

ents 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 2025

2.7 Outstanding PSP a

nd deferred bonus awards

2.8 Statement of Directors’ shareholdings and share

interests

Implementation of the

Policy in 2026

2.9 Implementation of the Remuneration Policy

in2026

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 spend on pay

Remuneration

Committee membership,

governance and voting

2.14 Independent adviser to the Remuneration

mmittee

2.15 Shareholder voting

Directors’ remuneration report continued

Pay outcomes for 2025

2.1 Single total figure of remuneration

What is included in the 2025 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 2025 annual bonus awarded for the year – including both cash and the

deferred elements

• The expected value of any long-term incentive awards due to vest

• The cash value of any pension contribution or allowance in lieu

The figures below illustrate the contribution that each element of the Executive

Directors’ rem

uneration made to the single figure disclosures.

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Shaftesbury Capital PLC | 2025 Annual Report 136

The table below shows the single total figure of remuneration for each Director in 2025 and 2024. The charts on the previous page illustrate the contribution that each

elem

ent of remuneration made to the total remuneration of the Executive Directors.

Single figure of remuneration 2025 and 2024 (Audited)

Executive Directors

Base salary

£’000

Taxable benefits

£’000

Pension-related

benefits

£’000

Annual bonus

£’000

PSP vesting

£’000

Total fixed

remuneration

£’000

Total variable

remuneration

£’000

Total

£’000

2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024

Current Executive Directors

Ian Hawksworth 765 747 3837134 131 990 675 2,846 - 937 915 3,836 675 4,773 1,590

Situl Jobanputra 549 5361925 9694 723 500 2,042-664 655 2,765 500 3,429 1,155

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. No Director participated in a defined benefit pension

scheme.

3. Part of the annual bonus earned is deferred into Shaftesbury Capital PLC shares or nil-cost options for three years, subject to forfeiture should the Executive Director leave

the Company. For 2025 and 2024, 40 per cent

of the bonus is deferred into shares.

4. The 2025 disclosure comprises the estimated value on maturity of the 2023 PSP awards which have a

performance period that ran from 2023 to 2025, and are expected to vest in early 2026. These awards have been

included in the 2025 single figure as the performance cond

itions relating to these awards had been substantially (but not fully) completed during 2025. The disclosure has been calculated based on an estimate that 97.8

per cent of the

PSP awards will vest, using the average share price over the period 1 October to 31 December 2025 of 141.86 pence. Dividend equivalents have been included, calculated on a reinvestment basis. The

actual vesting value of the 2023 PSP, based on actual performance and the share price at the vesting date, will be disclosed in ne

xt year’s report.

Chairman and Non-executive Directors

Fees £’000 Taxable benefits

£’000 Total remuneration £’000

2025 2024 2025 2024 2025 2024

Current Non–executive Directors

Jonathan Nicholls 315 31434318318

Richard Akers 110 110 1 1 111 111

Ruth Anderson 97 95 ––97 95

Madeleine Cosgrave

81 33 ––81 33

Sian Westerman

81 27 ––81 27

Former Non–executive Directors

Charlotte Boyle

–56 – – –56

Helena Coles

–7 – – –7

Anthony Steains

–7 – – –7

Jennelle Tilling

–7 – – –7

1. Madeleine Cosgrave was appointed to the Board on 1 August 2024. Sian Westerman was appointed to the Board on 1 September 2024.

2. Helena Coles, Anthony Steains and J

ennelle Tilling stepped down from the Board on 31 January 2024. Charlotte Boyle stepped down from the Board on 31 August 2024.

3. Comprises medical insurance and travel expen

ses 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 N

on-executive Director expenses as they are incurred in the fulfilment of Directors’ duties.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 137

2.2 Annual bonus outcomes for 2025 (Audited)

Opportunity

Executive Directors had the opportunity to earn bonuses of up to 150 per cent of salary for performance in 2025. 40 per cent of the total amount of any bonus earned is

deferred for three years, subject to forfeiture should the Executive Director leave the Company.

Performance measures and targets

Bonuses for the year ended 31 December 2025 were based 75 per cent on financial performance, and 25 per cent on individual performance.

Financial measures: T

he 2025 bonus included three financial measures with the following weightings:

• EPRA net tangible assets per share (25/75)

• Underlying earnings per share (30/75)

• Relative total property return (20/75)

Non-financial measures: The Committee assessed individual performance against a set of non-financial objectives which al

ign with the Company’s objectives outlined on

pages 12 and 13 of this Annual Report. A summary of the achievement against the Directors’ non-financia

l objectives is set out on pages 139 to 140.

Outcome of 2025 annual bonus performance measures (Audited)

The performance targets that applied in respect of the year ended 31 December 2025 and the Company’s performance against them are set out below:

The Company’s perform

ance against the financial performance targets set for the year ended 31 December 2025 achieved the maximum target for TPR and underlying EPS,

and EPRA NTA perfor

mance was between target and maximum. Accordingly, 86.67 per cent of maximum becomes payable to the Executive Directors in respect of the

financial performanc

e measures. No discretion was applied by the Committee to adjust the formulaic outcomes.

Performance measure WeightingTarget rangeActual performance

% of bonus opportunity

awarded (out of 100%)

Threshold

(10% payout)

Target

(50% payout)

Maximum

(100% payout)

Net tangible assets per share 25/75 207.5p 213.5p 219.5p 214.7p 60%

Underlying earnings per share 30/75 4.0p 4.2p 4.5p 4.5p 100%

Relative total property return 20/75

Equal to MSCI

Total Return All-

Property I

ndex

Outperformance

of 0.5%

Outperformance

of 1.5%

3 percentage point

outperformance 100%

Non-financial objectives 25 per cent Disclosure of objectives an

d their achievement is set out on the following page85-91%

Total bonus 86.25-87.75%

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 138

The Committee set clear non-financial measures for each Executive Director, which were split into five categories covering strategic business priorities. The relative weighting

of the c

ategories varied reflecting the nature of each role. After the year end, the Committee considered the performance of each Executive Director against their non-

financial targets

for 2025. A summary of the assessment of performance against these objectives and the key achievements in the year is set out below.

Area Director Achievements

Ian HawksworthSitul Jobanputra

Corporate 45/50 23/25 • Delivered effective progression of corporate strategy, including capital rotation and introduction of third-party capital

• Share price performance amongst strongest in sector

• Successful completion of Covent Garden partnership with NBIM

• Delivered significant reduction in LTV and improvement in liquidity

• Progressed initiatives to deliver continued cost savings

• Delivered effective investor relations programme including introduction of new shareholders and enhancement

ofrelationships with existing holders

• Effective risk management

People/

positive

impact

12/15 12/12.5 • Continued development of positive and progressive working culture

• Effectively addressed priorities identified from first employee survey

• Positive results of employee survey and year-on-year improvement of employee engagement score to 84 per cent

• Delivery of development programmes for individuals and to develop core skill sets across the business

Financial N/A22.5/25 • Delivery of a wide range of improvements to financing structure and metrics including reduction of net debt to EBITDA,

extension of debt maturity profile,

reduction of marginal borrowing costs, liquidity management and interest rate

hedging.

• Evolution of internal and external reporting and data management with enhanced timing, analysis and efficiencies

Customer/

transactions,

performance

and

technology

12/15 22/25 • Completion of comprehensive customer service review and survey, with engagement score adopted

• Development of customer strategy which is being rolled out across the business and service partners

• Delivered excellent leasing and asset management activity resulting in 6.2 per cent ERV growth and 6.6 per cent

valuation growth

• 434 leasing transactions, representing £38.8 million of rent, completed 10.3 per cent ahead of December 2025 ERV

and13.9 per cent ahead of previous passing rent

• High occupancy maintained across the portfolio with only 2.6 per cent of ERV available to let

• Established roadmap for enhanced data, systems and processes to be delivered over coming years

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 139

Area Director Achievements

Ian HawksworthSitul Jobanputra

Community,

social

contribution

and

sustainability

16/20 11.5/12.5 • Championed Company-wide support for Sustainability and Community Investment strategies and participated

ininitiatives during the year

• Implemented TOMs framework to quantify the social value of our initiatives, achieving a social value of £5.9 million

• Introduced sustainability-linked financing framework

• Improved proportion of portfolio rated EPC A to C to 94 per cent by ERV

• 8 per cent annual reduction in total Scope 1, 2, and 3 greenhouse gas emissions

• Progressed practical initiatives across the portfolio including improving the coverage of utility meter data and removal

ofgas boilers

Total 85/100 91/100

Directors’ remuneration report continued

The Committee believes this is a fair reflection of the overall performance of the

Executive Directors during the performance period. As a result, the following awards

are esti

mated to vest to the Executive Directors and the values are included in the

single figure of remuneration table:

Executive

No. of awards

granted

No. of awards

expected to vest

Value of awards including

dividend equivalent

1,2

Ian Hawksworth 1,926,4831,884,004 £2,846,437

Situl Jobanputra 1,381,753 1,351,285 £2,041,582

1. Dividend equivalents have been included on vested awards, calculated on a reinvestment basis.

2. Using the average share price over the period 1 October to 31

December 2025 of 141.86 pence.

2.4 Payments for loss of office (Audited)

No payments for loss of office were made during 2025.

2.5 Payments to previous Directors (Audited)

During 2025, no payments were made to previous Directors that fall within the

disclosure requirements of the Remuneration Regulations.

The financial and non-fina

ncial outcomes have resulted in bonuses of between

86.25per cent and 87.75 per cent of maximum for 2025 for the Chief Executive and

Chief Financial Officer respec

tively. The Committee believes this is a fair reflection

of the overall performance of the Executive Directors during the year.

Summary of Executive Directors’ annual bonuses (Audited)

Executive Director Cash 60%

Deferred

shares 40% Total

Ian Hawksworth £593,831 £395,888 £989,719

Situl Jobanputra £433,572 £289,049£722,621

2.3 Performance share awards vesting in relation to 2025 performance

Performance shares granted 23 March 2023 are due to vest in 2026 and are subject

to two performance criteria, each with a 50 per cent weighting:

Measure

Threshold

(25%)

Maximum

(100%)

Actual/estimated

outcome

Actual/estimated

vesting (out of 100%)

Relative TSR v FTSE

350 REITs (50%)Median

Upper

Quartile

Above Upper Quartile

(3rd out of 17 companies) 100%

Relative TAR v FTSE

350 REITs (50%)Median

Upper

Quartile

Between Med

ian and

Upper Quartile

(5th out of 17 companies)

95.59%

(estimated)

Total 97.80%

1. Whilst the Relative TSR condition has been finalised, the Relative TAR is based on estimated performance

as at 31 December 2025 and will not be fully finalised unti

l prior to vesting.

2. Any change in outcomes will be restated in next year’s report along with the value of the awards based

onthe share price on vesting.

Performance against 2025 non-financial performance targets continued

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Shaftesbury Capital PLC | 2025 Annual Report 140

Directors’ share ownership and share interests

2.6 PSP and deferred bonus awards granted in 2025 (Audited)

2025 PSP awards

On 26 March 2025, 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

123.4p 300% of salary

1,859,805 £2,294,999

25% 31 December 2027

Situl Jobanputra 1,334,683 £1,646,999

1. The awards were granted at a price of 123.4 pence, 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 2025 to 31 December 2027.

The awards will become exercisable on 20 March 2028 and are subject to two performance criteria, each with a 50 per cent weighting:

Threshold (25%)Maximum (100%)

Relative TSR v FTSE 350 REITs (50%) Median Upper quartile

Relative TAR v FTSE 350 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 26 March 2025, deferred bonus awards were granted to the Chief Executive and Chief Financial Officer. These awards represent the deferred element of the annual

bonus awarde

d in respect of 2024 reported within the Company’s 2024 Annual Report.

Scheme

Market price on

date of grant

Basis of award

Number of

awards

Face value of

awards

Ian Hawksworth

Deferred bonus –

nil-cost options

123.4p

40% of 2024

annual bonus

218,833 £270,040

Situl Jobanputra 162,233 £200,195

1. The awards were granted at a price of 123.4 pence, being the three-day average share price prior to grant.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 141

2.7 Outstanding PSP and deferred bonus awards (Audited)

Outstanding awards made under the PSP

a) Annual PSP awards

1,2

Year granted

Option price

(pence) if any

Held at

1 January 2025

Granted during

the year

Exercised

during the year

Lapsed during

the year

Held at

31 December

2025

Exercisable

during or

between

Ian Hawksworth 2025 Nil–1,859,805 ––1,859,805 2028-2035

2024Nil 1,686,230 ––1,686,230 2027–2034

2023 Nil 1,926,483 –––1,926,483 2026–2033

Situl Jobanputra 2025 Nil–1,334,683 ––1,334,683 2028-2035

2024Nil 1,209,932 –––1,209,932 2027–2034

2023 Nil 1,381,753 –––1,381,753 2026–2033

Total 6,204,398 3,194,488 – – 9,398,886

1. Subject to three-year performance conditions, as set out in each year’s Directors’ remuneration report.

2. Subject to a two-year post-vesting holding period.

b) Deferred bonus awards

Year granted

Option price

(pence) if any

Held at

1 January 2025

Granted during

the year

Exercised

during the year

Lapsed during

the year

Held at

31 December

2025

Exercisable

during or

between

Ian Hawksworth 2025 Nil–218,833 218,833 2028-2035

2024Nil 270,033 –––270,033 2027–2034

2023 Nil 356,864 –––356,864 2026–2033

Situl Jobanputra 2025 Nil–162,233 162,233 2028-2035

2024Nil 196,613 –––196,613 2027–2034

2023 Nil 237,023 –––237,023 2026–2033

Total 1,060,533 381,066 1,441,599

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 142

2.8 Statement of Directors’ shareholdings and share interests (Audited)

a) Directors’ shareholdings

The beneficial interests in the shares of the Company for each Director who served

during the 2025 financial year, as at 31 December 2025 (and which are unchanged as

at 2

4 February 2026, being a date not more than one month before the date of the

Notice of 2026 Annual General Meeting), are set out in the table below.

Directors’ shareholdings (including connected persons) – 2025 and 2024 (Audited)

2025 2024

Executive Director

Ian Hawksworth

2,245,623 2,245,623

Situl Jobanputra

910,779 910,779

Non–executive Director

Jonathan Nicholls 192,970 192,970

Richard Akers 133,550 133,550

Ruth Anderson 16,780 16,780

Madeleine Cosgrave40,000 –

Sian Westerman 15,000 –

1. Excludes deferred bonus awards.

The Chief Executive is required to achieve a shareholding in the Company equivalent

to 300 per cent of base salary and, under the 2023 Policy, the Chief Financ

ial 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).

The current shareholdings of the Executive Directors, and their value based on a

share price of 145.0 pence, being the price of a

Shaftesbury Capital PLC share on

31 December 2025 (being the last day for trading during the year), are illustrated in

the chart below. The value of the Executive Directors’ shareholding for the purposes

of meeting the shareholding guideline is 511 per cent of salary for the Chief

Executive and 324 per cent of salary for the Chief Financial Officer.

The shares which are in

cluded 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 subje

ct to a pre-vesting holding period, such as

deferred bonus; and vested but unexercised awards. The last three categories are

included on a net-of-tax basis.

b) Directors’ share interests (Audited)

Details of Executive Directors’ share scheme interests, including information on

vested and unvested share awards that remain subject to performance, are set out

the table below:

(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 2,245,623 845,730 – 5,472,518 8,563,871

Situl Jobanputra 910,779 595,869 – 3,926,368 5,433,016

Total 3,156,402 1,441,599 – 9,398,886 13,996,887

1. There are no vested but unexercised share options.

The market price of Shaftesbury Capital PLC shares on 31 December 2025 (being

the last day for trading during the year) was 145.0 pence, and during the year the

price varied between 113

.5 pence and 161.2 pence.

2.9 Implementation of the Remuneration Policy in 2026

Salary

The Executive Directors’ salaries are reviewed annually. For 2026, effective from

1 January, the Chief Executive and Chief Financial Officer have received an increase of

3per

cent, which is in line with the underlying wider workforce increase of 3 per cent.

The salaries for the Executive Directors are set out in the table below:

Executive Director salaries – 2025 and 2026

2026 2025

Percentage

increase

Ian Hawksworth £788,000 £765,000 3%

Situl Jobanputra £565,000 £549,000 3%

Directors’ remuneration report continued

Value of Executive Director shareholdings and share interests as at 31 December 2025

(Audited)

Ian Hawksworth

Actual holding as a % of base salary

Shareholding guideline

Deferred bonus (net of tax) as a % of base salary

Situl Jobanputra

511%

324%

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Shaftesbury Capital PLC | 2025 Annual Report 143

Pension and benefits

Executive Directors receive a pension contribution or cash allowance of 17.5 per

cent of salary, which is aligned with the workforce contribution rate, and ben

efits

asdescribed in the Remuneration Policy on page 129.

Annual bonus

Opportunity

The annual bonus opportunity will remain unchanged for 2026 at 150 per cent of

salary. 40 per cent of any bonus awarded will be deferred into shares for three

years unless an Exe

cutive Director has met their shareholding requirement, in which

case 20 per cent of the bonus award will be deferred into shares for three years.

Performance conditions

For 2026, the three financial measures and weightings will remain unchanged from

2025. The Committee considers NTA per share, underlying EPS and total property

return to be well ali

gned with shareholders’ interests.

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 success in managing costs. Weighting

reflects the importance of delivering cost

savings and operating efficiencies

Relative total

property return

/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 wi

dely-used

MSCI Total Return All-Property Index

The remaining 25 per cent of the bonus will be based on non-financial and

sustainability objectives.

The TP

R target is included in the Company’s KPIs on page 14. The KPIs are in part

dependent upon the occurrence of certain discrete events. Therefore, whilst the

tperformance 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 Lon

don 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 o

nce 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 14 to 15 ->

Restricted share awards

Subject to approval of the new Directors’ Remuneration Policy and Share Award

Plan at the 2026 Annual General Meeting, restricted share awards of 150 per cent

of2026 salary

will be made to each Executive Director as awards of nil-cost options

under the Share Award Plan. The awards will vest contingent upon the Director still

bei

ng employed by the Company. A two-year post-vesting holding period will apply.

There is a default to vesting, however the awards will be subject to a qualitative

derpin which would allow the Committee, exceptionally, to reduce vesting if, in the

round, there has been material underperformance. The factors that the Committee

will consider are not exha

ustive, but are likely to include strategic priorities, financial

health and stakeholder experience. The first restricted share awards to Executive

Directors are planned for

grant as soon as practicable following approval of the new

Policy. The reference market value that will be used to set the number of shares

under such awards is c

urrently expected, for parity, to be the same three-day

average closing middle market quotation value used in relation to awards planned

for grant below Board in March

2026.

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 Board. The fees paid to the Chairman and

Non-executive Dire

ctors are reviewed annually, although fees may not be increased

every year. Following the 2025 review, it was agreed that the Chairman and Non-

executive Director fees would be

increased by 3 per cent, which is in line with the

underlying increase awarded to employees. The fees which will take effect from

1 May 2026 are set out in the tab

le below:

2026 Chairman and Non-executive Director remuneration

2026 2025

Chairman£327,300 £317,750

Non-executive Director basic fee £68,500 £66,625

Committee member £5,300 £5,125

Committee Chairman£21,100 £20,500

Senior Independent Director £14,150 £13,735

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 144

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 2025, 31 December 2024, 31 December 2023,

31 December 2022 an

d 31 December 2021 of each Director compared with the average year-on-year percentage change in remuneration of a comparator group of

Shaftesbury Capital employees:

Salary/fees (% change)Benefits (% change) Annual bonus (% change)

2025 2024 2023

2022 2021 2025 2024 2023

2022 2021 2025 2024 2023 2022 2021

Executive Directors

Ian Hawksworth 2.41 3.89 8.28 3.75 0.79 2.70 (9.76) 32.26 10.71 7.69 46.67 (24.75)-10.92 42.23 N/A

Situl Jobanputra 2.43 5.30 15.423.76 1.67-24.00 (10.71)40.00 –1

6.67 –4.00 44.60(23.43)-2.39 42.34N/A

Non-executive Directors

Jonathan Nicholls 0.32 25.60 N/A N/A N/A-25.00 00.00 N/A N/A N/AN/A N/A N/A N/A N/A

Richard Akers 0.00 39.24N/A N/A N/A 0.00 30.90 N/A N/A N/AN/A N/A N/A N/A N/A

Ruth Anderson 2.11 23.38N/A

N/A N/AN/A N/A N/A N/A N/AN/A N/A N/A N/A N/A

Madeleine Cosgrave 145.45N/A N/A N/A N/AN/A N/A N/A N/A N/AN/A N/A N/A N/A N/A

Sian Westerman 200.00 N/A N/A N/A N/AN/A N/A N/A N/A N/AN/A N/A N/A N/A N/

Average employee

4.83 6.88 13.23 10.3 4.63 14.31 1.16 13.13 2.95 30.51 23.02 (23.95) 33.6320.99 54.18

1. Changes in Executive Directors’ salaries in 2023 reflected the increased scope of roles following completion of the merger.

2. Changes in Executive Directors’ benefits ref

lected inclusion of permanent health insurance and life insurance in the 2023 figure in addition to the increased cost of health insurance. Due to the relatively small values

ofthese amounts, small absolute changes can result in large percentage changes.

3. Jonathan Nicholls, Richard Akers and Ruth An

derson joined the Board on completion of the merger and therefore only received fees from 13 March 2023. Madeleine Cosgrave and Sian Westerman were appointed during

2024 and only

received fees from 1 August 2024 and 1 September 2024 respectively.

4. 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 average e

mployee 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 o

ut the remuneration of Ian Hawksworth, who has been Chief Executive since 2010, compared with the 25

, median and 75

percentile employee within

the employee reference group as at 31 December 2025. 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 2025, the employees included in the calculation are those employed by the Group

at year

end, on a full-time equivalent basis.

Directors’ remuneration report continued

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Shaftesbury Capital PLC | 2025 Annual Report 145

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

2025 Option A53.5:135.2:121.2

2024Option A20.1:112.8:17.6:1

2023 Option A 43.6:126.5:114.1:1

2022 Option A 31.0:117.3:110.9:1

2021 Option A 23.9:114.2:19.5:1

2020 Option A14.4:17.9:1 6.

0:1

The remuneration used to calculate the 2025 pay ratios is set out below:

Chief

Executive

£000

percentile

£000

Median

£000

percentile

£000

Base salary 7655780128

Total remuneration 4,773 89136 225

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.

The

higher ratio in 2025 is due to the anticipated vesting of the 2023 PSP awards and

share price accretion. In addition, due to the Group’s relatively small number of

ployees, the ratios calculated may vary between years as a result of employees

joining or leaving the Group.

2.12 Chief Executive single figure of total remuneration history and TSR performance

The first chart below shows the total shareholder return at 31 December 2025 of

£100 invested in Shaftesbury Capital at the start of trading on 6 March 2023, on

completion of the mer

ger with Shaftesbury PLC, compared with the FTSE 350 Real

Estate Index. The Committee considers this benchmark to be the most relevant

benchmark for the Company’s performance.

As re

quired under the remuneration regulations, the second chart shows the total

shareholder return at 31 December 2025 of £100 invested in Capital & Counties

Properties PLC (now Shaftesbury Capital PLC

) on 1 January 2015, when the business

had a very different portfolio and business model, compared to the same index.

The table below the graphs shows, for each financial

year, information on the

remuneration of Ian Hawksworth, who has been Chief Executive since 2010.

Financial year 2016 2017 2018 2019 2020 2021 2022 2023

2024 2025

Single figure £’000 918 1,307 991 1,566 813 1,510 2,121 3,723 1,590 4,773

Annual bonus % of max 21.25 61.6023.75 83.33 0 73.75 100.00 82.50 60.25 86.25

MSP vesting % of max 000N/A N/A N/A N/A N/A N/AN/A

SP vesting % of max 0000002563 and 66.72 N/A 97.80

1. PSP vesting for the 2021 and 2022 PSP awards. Note that awards were also subject to pro-rating for time.

Directors’ remuneration report continued

31 Dec

2025

06 Mar

2023

31 Dec

2023

31 Dec

2024

120

150

RE FTSE 350 Shaftesbury Capital

31 Dec

2020

31 Dec

2021

31 Dec

2022

31 Dec

2023

31 Dec

2024

31 Dec

2025

31 Dec

2015

31 Dec

2016

31 Dec

2017

31 Dec

2018

31 Dec

2019

120

150

RE FTSE 350 Shaftesbury Capital

Date of merger

Total shareholder return since merger

10-year total shareholder return

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Shaftesbury Capital PLC | 2025 Annual Report 146

2.13 Relative importance of spend on pay

The bar charts below illustrate dividends paid and total employee pay expenditure (which includes pension, variable pay and National Insurance) for the financial years ended

31 December 2024 and 31 December 2025, and the year-on-year change in each. The aforementioned measures are those prescribed by the remuneration disclosure

regulations; howe

ver, they do not reflect Shaftesbury Capital’s KPIs, which are explained on pages 14 and 15. Accordingly, bar graphs showing Shaftesbury Capital’s one-year

TPR and TA

R are also included.

1. £4.7 million (2024: £4.3 million) of the total dividend paid during 2025 was retained by a Group-controlled entity following the dividend threshold test as set out in the exchangeable bond conditions.

Remuneration Committee adviser and voting

2.14 Independent adviser to the Remuneration Committee

The Committee appointed FIT as its independent remuneration adviser in 2023 following a competitive tender. FIT is a member of the Remuneration Consultants Group and

adheres to its

code of conduct. The Committee has received confirmation of independence from FIT, and is satisfied that the advice received was objective and independent.

In add

ition to advice provided to the Committee, FIT provided share award valuation and share plan implementation services to the Company. During 2025, the Company

was charged a

total of £64,926 by FIT in respect of advice to the Committee. Fees were charged on a time spent basis other than work relating to the review of the Directors’

Remuneration Policy, whic

h was charged on a fixed-fee basis.

2.15 Shareholder voting

The table below shows the results of the advisory vote on the 2024 Directors’ remuneration report at the 2025 AGM and the binding vote on the current Remuneration Policy

at the 2023 A

GM.

Voting on remuneration report at the 2025 AGM and Remuneration Policy at the 2023 AGM

Year Votes for % for Votes against % against Total votes cast

Votes withheld

(abstentions)

2025 Approval of remuneration report 1,434,573,784 96.69 49,105,673 3.31 1,483,679,457 10,468,486

2023 Approval of Remuneration Policy1,279,525,790 89.18 155,218,84910.821,434,744,639 10,790,790

This Directors’ remuneration report was approved for issue by the Board of Directors on 24 February 2026.

Richard Akers

Chairman of the Remuneration Committee

Directors’ remuneration report continued

Total property return (%)

2025

2024

7.6

+2.5

10.1

+2.1

Total accounting return (%)

2025

2024

7.0

9.1

Dividends (£m)

2025

2024

65.4

72.2

+6.8

Employee costs (£m)

2025

2024

28.4

+5.4

23.0

Strategic report Corporate governance Financial statements Additional information

Shaftesbury Capital PLC | 2025 Annual Report 147

Directors’ report

The Directors present their Annual Report and the audited consolidated financial statements for the year ended

31 December2025.

Company status and listings

The Company has a primary and premium listing on the London Stock Exchange

main market and a secondary listing on the Johannesburg Stock Exchange and the

A2X. 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 bond

s due in 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

Sian Westerman (appointed as Senior Independent

Director on 31 December 2025)

Richard Akers (stepped down as Senior Independent

Director on 31 December 2025)

Ruth An

derson

Madeleine Cosgrave

Biographies of each current Director can be found on pages 92 and 93.

Details of the remuneration of current Directors alongside details of ea

ch Director’s

interests in the Company’s shares, are set out in the Directors’ remuneration report

(which is incorporated by reference into this report) on pages 123 to 147.

The powers

of the Directors are determined by UK legislation and the Company’s

Articles of Association (the “Articles”), 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

UK legislation and the Company’s Articles. In compliance with the UK Corporate

Governance Code 2024 (the “2024 Code”), all the current Directors will retire from

office and will offer themselves for re-election at the 2026 Annual General Meeting.

Additional disclosures

Certain Directors’ report disclosures, including a number of those required under

the Companies Act 2006 (the “CA 2006”), Schedule 7, Large and Medium-sized

Companies and Groups (

Accounts and Reports) Regulations 2008, the UK Listing

Rules and the Disclosure Guidance and Transparency Rules, have been incorporated

into this Directors’ report by reference and can be

found within other sections of the

Annual Report as follows:

Content Pages

Strategic report (which includes information on likely future

developments in the business of the Company)

Inside cover

to90

Chief Executive’s statement

8 to 11

Our strategy

Our business model

Key performance indicators

14 and 15

Our portfolio (including operating and portfolio review)

16 to 36

Stakeholder engagement

37 to 41

Financial review

42 to 48

Going Concern Statement

Risk management

49 to 58

Principal risks and uncertainties

52 to 58

Viability Statement

59 to 60

Task Force on Climate-related Financial Disclosures

61 to 69

Sustainability (which includes information on the Group’s

environmental, sustainability and community matters and the

Group’s disclosures on greenhouse gas emissions,

energy

consumption and energy efficiency activities)

72 to 86

Our people and culture

87 and 88

Section 172(1) statement

104 to 106

Non-pre-emptive issue of equity (note 25 to the financial statements)

190

Interests in significant contracts (note 29 to the financial statements)

191 and 192

Strategic report Corporate governance Financial statements Additional information

Shaftesbury Capital PLC | 2025 Annual Report 148

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 i

nterest in

an existing or proposed transaction with the Group, they should notify the Company

Secretary before or at the next Board meeting. Directors have a continuing

obligation to notify

any changes totheir potential conflicts.

Directors’ indemnities and insurance

In accordance with the Company’s Articles, the Company has indemnified the

Directors to the full extent allowed by UK law. The indemnity arrangements were in

force throughout the year (and at the date of approval of the financial statements)

and are qualifying indemnity provisions under the CA 2006. The Company maintains

dire

ctors’ and officers’ liability insurance, which is reviewed annually.

Articles of Association

Changes to the Articles must be approved by shareholders in accordance with

UKlegislation.

Dividends

The Directors have proposed the following dividends:

Interim dividend paid on

1 October 2025

1.9 pence per ordinary share

Proposed final dividend

to be paid on 22 May 2026

2.1 pence per ordinary share

Total dividend for 2025 4.

0 pence per ordinary share

The proposed final dividend will be paid wholly as a Property Income Distribution

(“PID”). There will be no ordinary dividend (“Non-PID”). The dividend w

ill be paid

on22 May 2026 to shareholders whose names are on the register on 24 April

2026. Theinterim dividen d consisted of 1.5 pence paid as a PIDand 0.4 pence

paidas

a Non-PID.

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 i n note 25 to the financial

Directors’ report continued

statementson page 190. Each share carries the right to one vote at general

meetings of the Company.

The Company was granted authority at the 2025 Annual General Meeting to ma

market purchases of its own ordinary shares. This authority will expire at the

conclusion of the 2026 Annual General Meeting, or, if earlier, on 22 August 2026, and

a reso

lution will be proposed to seek further authority to make market purchases of

the Company’s own ordinary shares. No ordinary shares were purchased under this

authority during the year or

in the period from 1 January 2026 to 24 February 2026

(the latter being a date not more than one month before the date of the Notice of

2026 Annual General Meeting).

At 24 February 2026, the Com

pany had an unexpired authority to repurchase shares

up to a maximum of 182,482,734 shares with a nominal value of £45.6 million, and

the Directors had an unexpired au

thority to allot up to a maximum of 1,216,551,563

shares with a nominal value of £304.1 million, of which 608,275,781 shares with a

nominal value of £152.0

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

. 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 23 to the financial statements on pages 184 to 189.

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 £300 million, the £150 million and the £75 million Shaftesbury

Capital facilities; the Covent Garden £300 million facility and the £380 million loan

otes; the £450 million Shaftesbury AV Limited facility; and the £67million

Shaftesbury CL Limited facility contain provisions requiring outstanding facilities to

be repaid on

a change of control. The £275 million exchangeable bonds (due in

March 2026) provide bondholders the right of early redemption on a change of

control

, subject to certain exceptions.

The Lillie Square development joint venture contains provisions which are triggered

by a change of control.

The Covent Gard

en partnership arrangements also contain provisions which are

triggered by a change of control. Notably, the lock up period of three years from

completion of the partnership will cease to

apply.

The Company’s current Performance Share Plan and the proposed new Share

Award Plan include provisions relating to the treatment of awards in the ev

ent of

achange of control.

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Shaftesbury Capital PLC | 2025 Annual Report 149

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 Disclos

ure

Guidance and Transparency Rule 5, as at 24 February 2026, are shown below.

Holder

Number of

shares held at time of

last notification

Percentage of total

issued share capital

held at time

of last notification

1,2

Nature of holding

Date of last

notification

Norges Bank459,649,804 23.53% Direct interest 8 March 2023

BlackRock, Inc. 128,733,967 6.57% Indirect interest 6 October 2025

Government of

South Africa

(Public Investment

Corporation) 59,259,0673.03% Direct interest 4 July 2025

1. Notified holdings are calculated with reference to the total issued share capital on the date the threshold

was reached.

2. The existing issued share capital of the Company includes 128,350,

793 ordinary shares held by a Group

entity, of which 127,008,786 are held as security under the terms of the £275 million exchangeable bonds

(due in March 2026). The 12

8,350,793 ordinary shares will not vote whilst they are held by a Group entity.

Corporate governance statement

The information fulfilling the requirements of the corporate governance statement

should be deemed to be incorporated within this Directors’ report. This includes the

requisite disclosures

in relation to diversity (see pages 91 to 147) andshare capital

(see note 25 to the financial statements (page190)).

Application of the Principles of the 2024 Code can be

found on pages 91 to 147.

Fulldetails of the 2024 Code can be found onthe Financial Reporting Council’s

website at https://www.frc.org.uk.

Employees

Information on the Group’s employees, and engagement with our employees during

the year, can be found on pages 38, 87 to 88 and 99 and in note 5 to the fin

ancial

statements on pages 173 to 174.

Engagement with stakeholders

Information on the ways in which the Directors have regard to the need to foster

theCompany’s relationships with stakeholders, including customers, the local

community and

finance providers, and the effect of that regard on principal

decisions taken by the Board, is set out in the stakeholder engagement section

onpages 37

to 41 and our section 172(1) statement on pages 104 to 106.

Political donations

The Company did not make any political donations during the year (2024: nil).

Directors’ report continued

The environment

Details of the Group’s Sustainability Strategy and its aims and activities during the

year are set out on pages 72 to 86. Further information is available on the

Compan

y’s website.

Disclosure to external auditors

So far as the Directors are aware, there is no relevant audit information of which the

external auditors are unaware. Each Director has taken all steps that they ought

have taken as a Director in order to make themself aware of any relevant audit

information, and to establish that the auditors are aware of that inform

ation. This

confirmation is given in accordance with section 418 of the CA 2006.

Independent auditors

The Board has recommended that PricewaterhouseCoopers LLP (“PwC”), who have

indicated their willingness to continue in office, be reappointed as the Company’s

independent aud

itors and that a resolution seeking PwC’s reappointment will be

proposed at the 2026 Annual General Meeting. The external audit contract was last

put out to competitive te

nder in 2019 and PwC were reappointed as external

auditors in January 2020. Under current regulations, the Company is required to

retender the audit by no later than

the 2030 financial year.

Events after the reporting period

There have been no events after the reporting period.

Annual General Meeting

The 2026 Annual General Meeting of the Company (the “AGM”) will be held on

14 May 2026 at 11.30 am (London time) at the London offices of Herbert Smith

Freehills Kramer LLP. T

he AGM notice 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 dependent on their election via

electronic or hard copy means. The notice of AGM will be issued to shareholders at

least 20 working days before the meeting, an

d will also be made available on the

Company’s website. Shareholders are requested to check the website for the latest

details concerning the 2026 AGM.

By order of the Board

Ruth Pa

vey

Company Secretary

24 February 2026

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Shaftesbury Capital PLC | 2025 Annual Report 150

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 financial

statements in accordance with UK-adopted

international accounting standards and the Company

financial statements in accordance with United

Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, comprising

FRS 101, ‘Reduced Disclosure Framework’, and

applicable law).

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 for the

Group financial statements and United Kingdom

Accounting Standards, comprising FRS 101, have

been followed for the Company financial statements,

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 and

accounts, 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 financial statements, which have been

prepared in accordance with UK-adopted

international accounting standards, give a true and

fair view of the assets, liabilities, financial position

and profit of the Group;

 the Company financial statements, which have been

prepared in accordance with United Kingdom

Accounting Standards, comprising FRS 101, give a

true and fair view of the assets, liabilities and

financial position of the Company; 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 159 to 198 were

approved by the Board of Directors on 24 February

2026 and signed on its behalf by:

Ian Hawksworth Situl Jobanputra

Chief Executive Chief Financial Officer

24 February 2026

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Shaftesbury Capital PLC | 2025 Annual Report 151

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 2025 and of the Group's

profit and the Group's cash flows for the year then ended;

the Group financial statements have been properly prepared in accordance with

UK-adopted international accounting standards as applied in accordance with the

provisions of the Companies Act 2006;

the Company financial statements have been properly prepared in accordance

with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards, including FRS 101 "Reduced Disclosure Framework", and

applicable law); and

the financial statements 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 balance sheet as at 31 December 2025;

 the Shaftesbury Capital PLC Company balance sheet as at 31 December 2025;

 the Consolidated income statement for the year then ended;

 the Consolidated statement of comprehensive income for the year then ended;

 the Consolidated statement of changes in equity for the year then ended;

 the Shaftesbury Capital PLC Company statement of changes in equity for the year

then ended;

 the Consolidated statement of cash flows for the year then ended; and

 the notes to the financial statements, comprising material accounting policy

information and other explanatory information.

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 5, 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 tailored the scope of our audit to ensure that we

performed enough work to be able to give an opinion on the

financial statements as a whole.

 The Group’s investment properties are held within a variety of

subsidiary entities. The Group financial statements

consolidate the Company and its subsidiaries and equity

account for the Group’s joint venture. Due to the homogeneity

of financial information and processes, the Group audit team

conducted all work, with supplementary procedures

performed at the Group level. These included audit

procedures over the consolidation and consolidation

adjustments, ensuring sufficient coverage and appropriate

audit evidence for our opinion on the Group’s financial

statements as a whole.

Key audit matters  Valuation of investment property (Group)

 Valuation of investments in Group companies (Company)

Materiality  Overall Group materiality: £58.8 million (2024: £52.3 million)

based on 1 per cent of total assets.

 Overall Company materiality: £39.7 million (2024: £36.6

million) based on 1 per cent of total assets.

 Performance materiality: £44.1 million (2024: £39.2 million)

(Group) and £29.8 million (2024: £27.4 million) (Company).

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Shaftesbury Capital PLC | 2025 Annual Report 152

Independent auditors' report continued

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.

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.

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, 6, and 12 of the financial statements. The

valuation of the Group's investment property is the key component of the Group’s net asset

value.

The Group’s assets principally comprise investment property within the West End of London,

including Covent Garden, Carnaby, Soho and Chinatown.

The result of the revaluation this year was a gain of £322.7 million (2024: £202.9 million loss)

as set out in notes 6 and 12 and is accounted for within 'Gain on revaluation and sale of

investment property' in the 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 ("RICS")

Valuation - Professional Standards.

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, Cushman & Wakefield, and JLL for the Lillie Square joint venture in

determining fair value.

The assumptions on which the property values are based are influenced by tenancy details,

market yields and the estimated rental values for each property. Macroeconomic factors and

prevailing property market conditions also impact the valuation of investment property,

which are particularly subjective in the current macroeconomic environment.

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 the Lillie Square joint venture.

Given the inherent subjectivity involved in the valuation of investment properties, and

therefore the need for deep market knowledge when determining the most appropriate

assumptions, and the technicalities of the valuation methodology, we engaged our internal

valuation experts to assist us in our audit of this matter.

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.

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 valuer engaged to undertake the property valuation for the Group's Lillie Square joint

venture. Our auditor’s 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 auditor’s experts also confirmed that the

valuation 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 details for each property, including leases, rental income

and break clauses. We tested a sample of this data to ensure it was complete and accurate.

Testing the valuation assumptions and capital movement

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 depending on

the nature of each property, but they included investment yields and estimated rental values

and also 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 the properties in the portfolio, based on their individual uses and locations.

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Shaftesbury Capital PLC | 2025 Annual Report 153

Independent auditors' report continued

Key audit matter How our audit addressed the key audit matter

Valuation of investment property (Group) óŁĸŪěĸůýù We focused on the Group’s largest properties and any outliers, and made specific enquiries

to the third-party valuers where the movements in capital values or yields were out of line

with our range of assumptions developed using externally published market data.

We evaluated whether, based on these procedures together with our experience of this

sector, the estimate or assumptions applied were reasonable. We considered the

reasonableness of assumptions that are not so readily comparable with published

benchmarks, in particular ERV where, for a sample of individual properties, we specifically

challenged the third-party valuers to support their individual ERV assumptions with reference

to available evidence and in the context of the impact of macroeconomic uncertainties and

trends.

With the support of our internal valuation experts, we also questioned the Valuers as to the

extent to which yields and expected rental values used in deriving their valuations took into

account the impact of climate change and related ESG considerations.

Overall outcome

We have no matters to report in respect of our work over the valuation of investment

property.

Valuation of investments in Group companies (Company)

Refer to note II of the Company financial statements. The Company holds investments in

Group companies, after impairment, of £3,654.3 million (2024: £2,129.4 million).

The impairment assessment of the Company’s investments in subsidiaries is performed on an

annual basis. Investments in Group companies are assessed for impairment in line with

International Accounting Standard 36 (Impairment of Assets).

Given the inherent judgement and complexity in assessing the carrying value of a subsidiary

company, this was identified as a key audit matter.

We assessed the accounting policy for investments in Group companies to ensure it was

compliant with FRS 101 “Reduced Disclosure Framework”.

We obtained management’s impairment assessments for the recoverability of investments in

Group companies as at 31 December 2025. We verified that the methodology used by

management in arriving at the carrying value of each subsidiary was compliant with

applicable accounting standards. We identified the key estimate within the assessment for

impairment of the investments in Group companies to be the underlying valuation of

investment property held by the subsidiaries. For details of our procedures over investment

property valuations please refer to the related Group key audit matter above.

Overall outcome

We have no matters to report in respect of our work over the valuation of investments in

Group companies.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be

able to give an opinion on the financial statements as a whole, taking into account the

structure of the Group and the Company, the accounting processes and controls,

and the industry in which they operate.

The Group’s properties are spread across a number of statutory entities, with the

Group financial statements being a consolidation of these entities, the Company and

equity accounting for the Group’s joint venture. All work was carried out by the

Group audit team. In establishing the overall approach to our audit, we assessed the

risk of material misstatement, taking into account the nature, likelihood and potential

magnitude of any misstatement. Following this assessment, we applied professional

judgement to determine the extent of testing required over each balance in the

financial statements. Due to the homogeneity of financial information and processes,

the Group audit team conducted all work, with supplementary procedures

performed at the Group level. These included audit procedures over the

consolidation and consolidation adjustments, ensuring sufficient coverage and

appropriate audit evidence for our opinion on the Group’s financial statements as a

whole.

In respect of the audit of the company, the Group audit team performed a full scope

statutory audit.

The impact of climate risk on our audit

In planning our audit, we made enquiries with management to understand the extent

of the potential impact of climate change risk on the financial statements. Our

evaluation of this conclusion included challenging key judgements and estimates in

areas where we considered that there was greatest potential for climate change

impact. We particularly considered how climate change risks would impact the

assumptions made in the valuation of investment property as explained in our key

audit matter above. We also considered the consistency of the disclosures in relation

to climate change made within the Annual Report, the financial statements and the

knowledge obtained from our audit. We assessed the consideration of the cost of

delivering the Group’s climate change and sustainability strategy within the going

concern and viability forecasts.

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Shaftesbury Capital PLC | 2025 Annual Report 154

Independent auditors' report continued

Materiality

The scope of our audit was influenced by our application of materiality. We set

certain quantitative thresholds for materiality. These, together with qualitative

considerations, helped us to determine the scope of our audit and the nature, timing

and extent of our audit procedures on the individual financial statement line items

and disclosures and in evaluating the effect of misstatements, both individually and in

aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial

statements as a whole as follows:

Financial statements – Group

Financial statements – Company

Overall materiality £58.8 million (2024: £52.3 million). £39.7 million (2024: £36.6 million).

How we determined it 1 per cent of total assets 1 per cent of total assets

Rationale for

benchmark applied

The primary measurement attribute

of the Group is the carrying value of

investment property. On this basis,

we set an overall Group materiality

level based on total assets.

The primary measurement attribute

of the Company is the carrying

value of investments in Group

companies. On this basis, we set an

overall Company materiality level

based on total assets.

We use performance materiality to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements

exceeds overall materiality. Specifically, we use performance materiality in

determining the scope of our audit and the nature and extent of our testing of

account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was 75% (2024: 75%) of

overall materiality, amounting to £44.1 million (2024: £39.2 million) for the Group

financial statements and £29.8 million (2024: £27.4 million) for the Company financial

statements.

In determining the performance materiality, we considered a number of factors - the

history of misstatements, risk assessment and aggregation risk and the effectiveness

of controls - and concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Audit Committee that we would report to them misstatements

identified during our audit above £2.9 million (Group audit) (2024: £2.6 million) and

£2.0 million (Company audit) (2024: £1.8 million) as well as misstatements below those

amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the Group's and the Company’s ability

to continue to adopt the going concern basis of accounting included:

 Obtaining management’s analysis of the going concern of the Group and Company

and supporting cash flow forecasts and covenant compliance calculations.

Management prepared forecasts for a base case, severe but plausible downside

case, and undertook reverse stress testing;

 Understanding and assessing the reasonableness of the key assumptions used in

the cash flow forecasts, including assessing whether we considered the downside

sensitivities to be appropriately severe, the availability of committed finance and

covenant compliance during the forecast period;

 Corroborating key assumptions in the cash flow forecasts to other evidence

including external research and historical performance, and ensuring this was

consistent with our audit work in these and other areas;

 Evaluating the audit evidence we obtained and assessing whether management's

conclusions were supportable; and

 Reviewing the disclosures in the financial statements relating to the going concern

basis of preparation and evaluating whether these provided an explanation of the

Directors' assessment that was consistent with the audit evidence we obtained.

Based on the work we have performed, we have not identified any material

uncertainties relating to events or conditions that, individually or collectively, may

cast significant doubt on the Group's and the Company’s ability to continue as a going

concern for a period of at least twelve months from when the financial statements

are authorised for issue.

In auditing the financial statements, we have concluded that the Directors’ use of the

going concern basis of accounting in the preparation of the financial statements is

appropriate.

However, because not all future events or conditions can be predicted, this

conclusion is not a guarantee as to the Group's and the Company's ability to continue

as a going concern.

In relation to the Directors’ reporting on how they have applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation to

the Directors’ statement in the financial statements about whether the Directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going

concern are described in the relevant sections of this report.

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Shaftesbury Capital PLC | 2025 Annual Report 155

Independent auditors' report continued

Reporting on other information

The other information comprises all of the information in the Annual Report other

than the financial statements and our auditors’ report thereon. The Directors are

responsible for the other information. Our opinion on the financial statements does

not cover the other information and, accordingly, we do not express an audit opinion

or, except to the extent otherwise explicitly stated in this report, any form of

assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read

the other information and, in doing so, consider whether the other information is

materially inconsistent with the financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated. If we identify an apparent

material inconsistency or material misstatement, we are required to perform

procedures to conclude whether there is a material misstatement of the financial

statements or a material misstatement of the other information. If, based on the work

we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report based on

these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered

whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006

requires us also to report certain opinions and matters as described below.

Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the

information given in the Strategic report and Directors' Report for the year ended 31

December 2025 is consistent with the financial statements and has been prepared in

accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their

environment obtained in the course of the audit, we did not identify any material

misstatements in the Strategic report and Directors' Report.

Directors Remuneration

In our opinion, the part of the Directors' Remuneration Report to be audited has been

properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the Directors’ statements in relation to going

concern, longer-term viability and that part of the corporate governance statement

relating to the Company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review. Our additional responsibilities with

respect to the corporate governance statement as other information are described in

the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of

the following elements of the corporate governance statement is materially

consistent with the financial statements and our knowledge obtained during the audit,

and we have nothing material to add or draw attention to in relation to:

 The Directors’ confirmation that they have carried out a robust assessment of the

emerging and principal risks;

 The disclosures in the Annual Report that describe those principal risks, what

procedures are in place to identify emerging risks and an explanation of how these

are being managed or mitigated;

 The Directors’ statement in the financial statements about whether they considered

it appropriate to adopt the going concern basis of accounting in preparing them,

and their identification of any material uncertainties to the Group’s and Company’s

ability to continue to do so over a period of at least twelve months from the date of

approval of the financial statements;

 The Directors’ explanation as to their assessment of the Group's and Company’s

prospects, the period this assessment covers and why the period is appropriate;

and

 The Directors’ statement as to whether they have a reasonable expectation that

the Company will be able to continue in operation and meet its liabilities as they fall

due over the period of its assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

Our review of the Directors’ statement regarding the longer-term viability of the

Group and Company was substantially less in scope than an audit and only consisted

of making inquiries and considering the Directors’ process supporting their

statement; checking that the statement is in alignment with the relevant provisions of

the UK Corporate Governance Code; and considering whether the statement is

consistent with the financial statements and our knowledge and understanding of the

Group and Company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded

that each of the following elements of the corporate governance statement is

materially consistent with the financial statements and our knowledge obtained

during the audit:

 The Directors’ statement that they consider the Annual Report, taken as a whole, is

fair, balanced and understandable, and provides the information necessary for the

members to assess the Group’s and Company's position, performance, business

model and strategy;

 The section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems; and

 The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the

Directors’ statement relating to the Company’s compliance with the Code does not

properly disclose a departure from a relevant provision of the Code specified under

the Listing Rules for review by the auditors.

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Shaftesbury Capital PLC | 2025 Annual Report 156

Independent auditors' report continued

Responsibilities for the financial statements and the audit

Responsibilities of Directors for the financial statements

As explained more fully in the Statement of Directors' responsibilities, the Directors

are responsible for the preparation of the financial statements in accordance with the

applicable framework and for being satisfied that they give a true and fair view. The

Directors are also responsible for such internal control as they determine is

necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the

Group’s and the Company’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or the Company

or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial

statements as a whole are free from material misstatement, whether due to fraud or

error, and to issue an auditors’ report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted

in accordance with ISAs (UK) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and

regulations. We design procedures in line with our responsibilities, outlined above, to

detect material misstatements in respect of irregularities, including fraud. The extent

to which our procedures are capable of detecting irregularities, including fraud, is

detailed below.

Based on our understanding of the Group and industry, we identified that the

principal risks of non-compliance with laws and regulations related to compliance

with the Real Estate Investment Trust (REIT) status Part 12 of the Corporation Tax Act

2010 and UK regulatory principles, such as those governed by the Financial Conduct

Authority, and we considered the extent to which non-compliance might have a

material effect on the financial statements. We also considered those laws and

regulations that have a direct impact on the financial statements such as the

Companies Act 2006. We evaluated management’s incentives and opportunities for

fraudulent manipulation of the financial statements (including the risk of override of

controls), and determined that the principal risks were related to the posting of

inappropriate journal entries to increase revenue, and management bias in

accounting estimates and judgemental areas of the financial statements particularly

in relation to the estimation of the fair value of investment property. Audit

procedures performed by the engagement team included:

 Enquiries with management and parties outside of the finance function, including

the Group's internal auditors, regarding any known or suspected instances of non-

compliance with laws and regulations and fraud;

 Understanding management’s internal controls designed to prevent and detect

irregularities;

 Review of tax compliance with the involvement of our tax specialists in the audit;

 Designing audit procedures to incorporate unpredictability around the nature,

timing and extent of our testing;

 Challenging assumptions and judgements made by management in their significant

accounting estimates, in particular in relation to the valuation of investment

property (see key audit matters set out earlier in this report);

 Identifying and testing journals entries, in particular any journal entries posted to

revenue with unusual account combinations; and

 Reviewing relevant minutes of meetings, including those of the Board and Audit

Committee.

There are inherent limitations in the audit procedures described above. We are less

likely to become aware of instances of non-compliance with laws and regulations that

are not closely related to events and transactions reflected in the financial

statements. Also, the risk of not detecting a material misstatement due to fraud is

higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations, or

through collusion.

Our audit testing might include testing complete populations of certain transactions

and balances, possibly using data auditing techniques. However, it typically involves

selecting a limited number of items for testing, rather than testing complete

populations. We will often seek to target particular items for testing based on their

size or risk characteristics. In other cases, we will use audit sampling to enable us to

draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is

located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This

description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the

Company’s members as a body in accordance with Chapter 3 of Part 16 of the

Companies Act 2006 and for no other purpose. We do not, in giving these opinions,

accept or assume responsibility for any other purpose or to any other person to

whom this report is shown or into whose hands it may come save where expressly

agreed by our prior consent in writing.

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Shaftesbury Capital PLC | 2025 Annual Report 157

Independent auditors' report continued

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 we have not obtained all the information and explanations we require for our audit;

 adequate accounting records have not been kept by the Company, or returns

adequate for our audit have not been received from branches not visited by us; or

 certain disclosures of Directors’ remuneration specified by law are not made; or

 the Company financial statements and the part of the Directors' Remuneration

Report to be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the Company for the financial year ended 31 December

2010. Our uninterrupted engagement covers 16 financial years.

Other matter

The Company is required by the Financial Conduct Authority Disclosure Guidance

and Transparency Rules to include these financial statements in an annual financial

report prepared under the structured digital format required by DTR 4.1.15R -

4.1.18R and filed on the National Storage Mechanism of the Financial Conduct

Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those

requirements.

Saira Choudhry (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

24 February 2026

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Shaftesbury Capital PLC | 2025 Annual Report 158

Consolidated income statement

For the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Revenue	4	238.9	227.1
Costs	4	(61.2)	(60.0)
Gross profit	4	177.7	167.1
Other income		3.0	–
Administration expenses	5	(50.2)	(42.7)
Gain on revaluation and sale of investment property	6	321.8	194.6
Change in value of investments and other receivables	7	(6.5)	(7.0)
Operating profit		445.8	312.0
Finance income	8	20.5	14.8
Finance costs	9	(63.8)	(72.0)
Other finance income	8	4.0	4.5
Other finance costs	9	(9.7)	(6.5)
Change in fair value of derivative financial instruments	16	(3.0)	(0.9)
Net finance costs		(52.0)	(60.1)
Net profit from joint ventures and associates	14	–	0.5
Loss on sale of investments and subsidiaries	15	(6.7)	–
Profit before tax		387.1	252.4
Taxation	10	0.3	(0.3)
Profit for the year		387.4	252.1
Profit attributable to:
Owners of the Parent		340.2	252.1
Non-controlling interest	15	47.2	–
Earnings per share attributable to owners of the Parent:
Basic earnings per share	3	18.7p	13.8p
Dilutive earnings per share	3	18.5p	13.8p

Consolidated statement of

comprehensive income

For the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Profit for the year		387.4	252.1
Other comprehensive income
Items that will not be reclassified to profit or loss:
Revaluation gain/(loss) on owner-occupied property	13	0.6	(0.1)
Total comprehensive income for the year		388.0	252.0
Total comprehensive income attributable to:
Owners of the Parent		340.8	252.0
Non-controlling interest	15	47.2	–

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Shaftesbury Capital PLC | 2025 Annual Report 159

Consolidated balance sheet

As at 31 December 2025

		2025	2024
	Note	£m	£m
Non-current assets
Investment property	12	5,337.3	4,899.1
Property, plant and equipment	13	25.2	25.5
Trade and other receivables	17	113.8	139.7
		5,476.3	5,064.3
Current assets
Trade and other receivables	17	41.3	30.4
Derivative financial instruments	16	1.6	3.4
Tax receivable		0.3	–
Cash and cash equivalents	18	361.4	124.0
		404.6	157.8
Assets held for sale
Investment property held for sale	12	–	9.8
		–	9.8
Total assets		5,880.9	5,231.9
Non-current liabilities
Borrowings	20	(772.4)	(1,467.8)
Lease liabilities	21	(2.3)	(2.7)
Derivative financial instruments	16	–	(1.8)
		(774.7)	(1,472.3)

		2025	2024
	Note	£m	£m
Current liabilities
Borrowings	20	(438.4)	–
Lease liabilities	21	(0.3)	(0.3)
Tax liabilities		–	(0.2)
Derivative financial instruments	16	(1.3)	–
Trade and other payables	19	(98.1)	(84.8)
		(538.1)	(85.3)
Total liabilities		(1,312.8)	(1,557.6)
Net assets		4,568.1	3,674.3
Equity
Share capital	25	488.2	488.2
Other components of equity		3,466.0	3,186.1
Equity attributable to owners of the Parent		3,954.2	3,674.3
Non-controlling interest	15	613.9	–
Total equity		4,568.1	3,674.3

These consolidated financial statements on pages 159 to 193 have been approved

for issue by the Board of Directors on 24 February 2026 and signed on its behalf by:

Ian Hawksworth Situl Jobanputra

Chief Executive Chief Financial Officer

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Shaftesbury Capital PLC | 2025 Annual Report 160

Consolidated statement of changes in equity

For the year ended 31 December 2025

Capital

Share-based

Non-

Own

redemption

Merger

payments

Other

Retained

controlling

Total

capital

premium

reserve

reserves

earnings

Total

interest

equity

Note

£m

At 1 January 2024

488.2

232.5

(32.9)

1.5

1,256.0

1.3

(0.3)

1,533.9

3,480.2

–

3,480.2

Profit for the year

–

252.1

–

252.1

Other comprehensive expense for the year

–

(0.1)

–

(0.1)

Total comprehensive income for the year

–

252.0

–

252.0

Dividends

–

(61.1)

–

(61.1)

Fair value of share-based payments

–

3.1

–

3.1

–

3.1

Realisation of cash flow hedge

–

0.1

–

0.1

–

0.1

Balance at 31 December 2024

488.2

232.5

(32.9)

1.5

1,256.0

4.4

(0.2)

1,724.8

3,674.3

–

3,674.3

Profit for the year

–

340.2

47.2

387.4

Other comprehensive income for the year

–

0.6

–

0.6

Total comprehensive income for the year

–

340.8

47.2

388.0

Contribution from non-controlling interest

–

574.6

Dividends

–

(67.5)

(7.9)

(75.4)

Fair value of share-based payments

–

6.5

–

6.5

–

6.5

Realisation of cash flow hedge

–

0.1

–

0.1

–

0.1

Balance at 31 December 2025

488.2

232.5

(32.9)

1.5

1,256.0

10.9

(0.1)

1,998.1

3,954.2

613.9

4,568.1



Represents the nominal value of 128,350,793 shares issued to a controlled entity, of which 127,008,786 shares are held as collateral for the exchangeable bonds, and 3,146,886 shares held by the Group’s Employee Benefit Trust in respect of

employee share awards.



Represents non-qualifying consideration received following previous share placings and the all-share merger with Shaftesbury PLC in March 2023. The amounts taken to the merger reserve do not currently meet the criteria for qualifying

consideration and therefore will not form part of distributable reserves as they form part of linked transactions.



Excludes £4.7 million (31 December 2024: £4.3 million) paid to a controlled entity, Capco Investment London (No.7) Scottish Limited Partnership, in respect of 128,350,793 shares, of which 127,008,786 are held as collateral for the exchangeable

bonds. The entity has provided an undertaking not to exercise its voting rights in respect of such ordinary shares but has received its dividend, all of which was retained by the Group following calculation of the dividend threshold test as set out in

the exchangeable bond conditions.

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 161

Consolidated statement of cash flows

For the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Cash flows from operating activities
Cash generated from operations	28	161.2	108.7
Finance costs paid		(65.1)	(72.0)
Interest received		20.3	15.0
Net cash inflow from operating activities		116.4	51.7
Cash flows from investing activities
Purchase and development of property		(120.4)	(130.4)
Purchase of fixed assets		–	(2.3)
Sale of property		9.4	136.6
Dividends received from associate		–	1.2
Sale of associate		–	82.5
Loans to joint ventures and associate’s repayment received		–	15.6
Net cash (outflow)/inflow from investing activities		(111.0)	103.2
Cash flows from financing activities
Borrowings repaid		(292.4)	(305.0)
Borrowings drawn		25.0	135.0
Gross proceeds from disposal of 25 per cent interest in Group subsidiaries	15	574.0	–
Cash dividends paid to owners of the Parent	11	(66.7)	(61.1)
Cash dividend paid to non-controlling interest	15	(7.9)	–
Net cash inflow/(outflow) from financing activities		232.0	(231.1)
Net movement in cash and cash equivalents		237.4	(76.2)
Cash and cash equivalents at 1 January		124.0	200.2
Cash and cash equivalents at 31 December	18	361.4	124.0

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 162

Notes to the financial statements

For the year ended 31 December 2025

1 Principal accounting policies

General information

Shaftesbury Capital PLC (the “Company”) was incorporated and registered in

England and Wales and domiciled in the United Kingdom on 3 February 2010 under

the Companies Act 2006 as a public company limited by shares, registration number

7145051. The registered office of the Company is Regal House, 14 James Street,

London, WC2E 8BU, United Kingdom. The principal activity of the Company is to act

as the ultimate parent company of Shaftesbury Capital PLC Group (the “Group”),

whose principal activity is the investment and management of property.

The Group’s assets principally comprise investment property within the West End of

London, including Covent Garden, Carnaby, Soho and Chinatown.

Basis of preparation

The Group’s consolidated financial statements are prepared in accordance with

United Kingdom-adopted international accounting standards (“UK-adopted IFRS” or

“IFRS”), and the applicable legal requirements of the Companies Act 2006.

The consolidated financial statements have been prepared on a going concern basis

under the historical cost convention as modified for the revaluation of property and

derivative financial instruments.

All income, expenses and cash flows are generated from continuing operations and

there is no material seasonal impact on the Group’s financial performance.

Going concern

The Directors have considered the appropriateness of adopting the going concern

basis in preparing the consolidated financial statements. The Group’s going concern

assessment covers the period to 30 June 2027 (the “going concern period”), being at

least 12 months from the date of authorisation of these consolidated financial

statements.

Our West End portfolio continues to demonstrate its enduring appeal with positive

trends in footfall and sales, high occupancy and overall leasing activity levels well

ahead of ERV. Occupational demand across all uses is delivering rental income

valuation growth. While there continue to be macroeconomic uncertainties and

geopolitical risks, our customers continue to recognise the exceptional features of

London’s West End.

There is significant headroom against debt covenants and access to significant

liquidity.

In preparing the assessment of going concern, the Directors have considered

projections of the Group’s liquidity, committed capital expenditure, income, costs,

cash flows and debt covenants.

The Directors have assessed a base case and a downside scenario (being a “severe

but plausible” scenario).

As at year end, the Group had net debt of £0.8 billion, an EPRA LTV ratio of 17 per

cent and Group interest cover of 4.0 times. The Group is projected to have sufficient

cash reserves and undrawn facilities to meet debt maturities during the going

concern period. Drawn debt is at fixed rates or currently has interest rate protection

in place.

The Group’s debt matures between March 2026 and 2037. Debt maturities during

the going concern assessment period relate to the £275 million exchangeable bond,

and £162.5 million of private placement loan notes, both of which can be repaid

through existing cash resources or undrawn facilities of approximately £1.0 billion in

both the base case and the downside scenario.

The Group’s financial resources are expected to be sufficient to cover its

commitments over the going concern period.

Relative to the Group’s base case forecast, the downside scenario includes the

following key assumptions:

Substantial reduction in forecast rental income due to a combination of extended

voids and tenant failures;

Elevated interest rates in excess of current market expectations; and

Declines in rental values, along with a widening of valuation yields, resulting in

reduced asset values.

The near-term impact of climate change risks within the going concern period has

been considered in the downside scenario and is expected to be immaterial.

Under the downside scenario, the Group is expected to remain in compliance with all

financial covenants of its debt arrangements.

In addition to considering a downside scenario, the Board has undertaken reverse

stress testing, which indicates that the Group could withstand a decrease of

approximately 52 per cent in valuations and 49 per cent in income before breaching

its debt financial covenants.



Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 163

Notes to the financial statements continued

1 Principal accounting policies óŁĸŪěĸůýù

Going concern óŁĸŪěĸůýù

Based on their analysis, the Directors are satisfied that there is a reasonable

expectation that the Group will be able to meet its ongoing and future commitments

for at least 12 months from the date of approval of the consolidated financial

statements and have therefore resolved that the Group’s consolidated financial

statements be prepared on a going concern basis.

Critical accounting judgements and key sources of estimation and uncertainty

The preparation of consolidated financial statements in accordance with IFRS

requires the Directors to make judgements, estimates and assumptions that affect

the reported amounts of assets, liabilities, equity, income and expenses from

sources not readily apparent. Although these estimates and assumptions are based

on management’s best knowledge of the amount, historical experiences and other

factors, actual results ultimately may differ from those estimates. The estimates and

underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision

affects only that period.

The most significant area of estimation uncertainty is in respect of the valuation of

the property portfolio where external valuations are obtained.

The fair value of the Group’s investment and trading property (trading property

included within the Lillie Square joint venture) at 31 December 2025 was determined

by independent, appropriately qualified external valuers CBRE and Cushman &

Wakefield for the property portfolio under management, and JLL for the Lillie

Square joint venture. The valuations conform to the Royal Institution of Chartered

Surveyors (“RICS”) Valuation Professional Standards.

As various inputs used in the valuation calculations are based on assumptions,

property valuations are inherently subjective and subject to a degree of estimation

uncertainty. The Group’s external valuers have made a number of assumptions

including, but not limited to, market yields, ERVs and void periods. These

assumptions are in accordance with the RICS Valuation Professional Standards,

however, if any prove to be incorrect, it may mean that the value of the Group’s

properties differs from their valuation reported in the financial statements, which

could have a material effect on the Group’s financial position. The key unobservable

inputs used in the valuation models are those in respect of equivalent yields and

ERV, which are summarised within note 12 ‘Property portfolio’ and additional

information is provided on page 206. Further information on the approach taken by

the valuers in valuing the property portfolio and a sensitivity analysis on equivalent

yields and ERV, which are the most significant assumptions impacting the fair values,

is set out in note 12 ‘Property portfolio’.

Other areas of judgement and estimation in the financial statements (which are not

considered critical) include accounting for non-controlling interest, REIT compliance,

the impairment of and expected credit loss allowance on trade receivables, and

share-based payments.

New accounting policies

In the current year, the Group has applied the below amendment to IFRS Standards

and Interpretations issued by the International Accounting Standards Board that is

effective for annual periods that begin on or after 1 January 2025.

IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (amendment) (Lack of

Exchangeability).

The adoption of the above amendment has not had a material impact on the

amounts reported in the consolidated financial statements or on the disclosures.

At the date of approval of the consolidated financial statements the following new

accounting standards and amendments to accounting standards were in issue but

are not yet effective. These new standards and amendments have not been applied

in these consolidated financial statements.

IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’

(amendment) (Classification and Measurement of Financial Instruments);

IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’

(amendment) (Contracts Referencing Nature-dependent Electricity);

IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (new standard).

The amendments to IFRS 9 and IFRS 7 are effective for annual periods beginning on

or after 1 January 2026. The Group has assessed the impact of these amendments

and does not anticipate any material impact on the consolidated financial

statements.

IFRS 18 is effective for annual periods beginning on or after 1 January 2027.

The Group is assessing the impact of this new standard and the Group’s financial

reporting will be presented in accordance with this standard from 1 January 2027,

in line with requirements.



Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 164

Notes to the financial statements continued

1 Principal accounting policies óŁĸŪěĸůýù

Basis of consolidation

These consolidated financial statements include the consolidation of Capital &

Counties CGP Limited Partnership. The members of this qualifying partnership have

taken advantage of exemptions available in Statutory Instrument 2008/569 and

therefore will not produce consolidated financial statements at the partnership level

or submit such annual reports to Companies House.

The consolidated financial statements are prepared in British pounds sterling, which

is also determined to be the functional currency of the Company.

Subsidiaries

Subsidiaries are fully consolidated from the date on which the Group has control, is

exposed or has rights to variable returns from its involvement with an entity and has

the ability to affect those returns through its power over an entity. Subsidiaries

cease to be consolidated from the date this control is lost.

Non-controlling interests are recognised on the basis of their proportionate share in

the recognised amounts of a subsidiary’s identifiable net assets. On the balance

sheet, non-controlling interests are presented separately from the equity of the

owners of the Parent. Profit or loss and total comprehensive income for the period

attributable to non-controlling interests are presented separately in income and the

statement of comprehensive income.

Joint ventures and associates

Joint ventures are those entities over whose activities the Group has joint control,

established by contractual agreement.

Associates are all entities over which the Group has significant influence but not

control or joint control. This is generally the case where the Group holds between 20

per cent and 50 per cent of the voting rights.

When joint control is no longer demonstrated, but significant influence is, a

previously accounted for joint venture is accounted for as an associate.

Investments in joint ventures and associates are accounted for using the equity

method. On initial recognition the investment is recognised at cost, and the carrying

amount is subsequently increased or decreased to recognise the Group’s share of

the profit or loss of the joint venture or associate after the date of acquisition. The

Group’s investments in joint ventures or associates are presented separately on the

consolidated balance sheet and the Group’s share of the joint ventures or

associates’ post-tax profit or loss for the period is also presented separately in the

consolidated income statement.

Where there is an indication that the Group’s investment in a joint venture or

associate may be impaired, the Group evaluates the recoverable amount of its

investment, being the higher of the joint venture or associate’s fair value less costs to

sell and value in use. If the recoverable amount is lower than the carrying value an

impairment loss is recognised in the consolidated income statement.

If the Group’s share of losses in a joint venture or associate equals or exceeds its

investment in the joint venture or associate, the Group does not recognise further

losses, unless it has legal or constructive obligations to make payments on behalf of

the joint venture or associate.

Dividends received or receivable from joint ventures or associates are recognised as

a reduction in the carrying amount of the investment.

Where the Group disposes of its entire interest in a joint venture or associate, a gain

or loss is recognised in the consolidated income statement on the difference

between the amount received on the sale of the joint venture or associate and the

carrying value of the investment in joint venture or associate less costs of disposal.

Revenue recognition

Rental receivable arises from operating leases granted to customers and is

recognised as revenue on a straight-line basis over the lease term.

Tenant lease incentives, and in certain instances surrender premium payments which

are directly linked to new leases, are amortised on a straight-line basis over the non-

cancellable period of the lease, being the earlier of its expiry date or the date of the

first break option as a reduction in net rental income. Surrender premiums received

for early termination of leases are reflected in gross profit.

Lease modifications are accounted for as a new lease from the effective date of the

modification, considering any prepaid or accrued lease payments relating to the

original lease as part of the lease payments for the new lease. On entering into a

lease modification any initial direct costs associated with the lease, including

surrender premia previously paid, are derecognised through costs in the year.

When a concession is provided for rent receivables past due the concession is

accounted for as an impairment through the expected credit loss model in

accordance with IFRS 9.

Contingent rents, being those lease payments that are not fixed at the inception of a

lease, for example increases arising on rent reviews and turnover rent, are recorded

as income in the periods in which they are earned.

Service charge income in the ordinary course of business is recorded as income

over time in the year in which the services are provided. As the Group acts as a

principal, service charge income and costs are shown gross in the financial

statements.

Income taxes

Current tax is the amount payable on the taxable income for the year and any

adjustment in respect of prior years. It is calculated using rates that have been

enacted or substantially enacted by the balance sheet date.



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Shaftesbury Capital PLC | 2025 Annual Report 165

Notes to the financial statements continued

1 Principal accounting policies óŁĸŪěĸůýù

Income taxes óŁĸŪěĸůýù

Deferred tax is provided for using the balance sheet liability method on temporary

differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the tax bases of those assets and liabilities. However,

temporary differences are not recognised to the extent that they arise from the

initial recognition of goodwill or an asset or liability in a transaction that is not a

business combination and, at the time of the transaction, affects neither accounting

nor taxable profit or loss (except leases); or are associated with investments in

subsidiaries, joint ventures and associates where the timing of the reversal of the

temporary difference can be controlled by the parent, venture or investor,

respectively, and it is probable that the temporary differences will not reverse in the

foreseeable future.

Deferred tax is determined using tax rates that have been enacted or substantively

enacted by the balance sheet date and are expected to apply when the related

deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised only to the extent that management believes it is

probable that future taxable profit will be available against which the deferred tax

assets can be recovered. Deferred tax assets and liabilities are only offset when

there is a legally enforceable right to offset current tax assets and liabilities and

when the deferred tax assets and liabilities relate to income taxes levied by the

same tax authority on either the same taxable group or different taxable entities

where there is an intention to settle balances on a net basis.

Tax is included in the consolidated income statement except when it relates to items

recognised directly in equity, in which case the related tax is also recognised directly in

equity.

Share-based payments

The Group administers the following share-based remuneration to employees and

Directors:

Long-term incentive plan

Long-term incentive awards will only vest and become exercisable upon

achievement of performance targets, linked to the Group’s total accounting return

and total shareholder return, as well as being conditional upon continued

employment with the Group. The fair value of the awards is determined using an

option pricing model, which applies assumptions around expected yields, forfeiture

rates, exercise price and volatility, at the grant date of the awards. Non-market

vesting conditions are taken into account by adjusting the number of awards

expected to vest at each reporting date so that, ultimately, the cumulative amount

recognised over the vesting period is based on the number of awards that will

eventually vest. Market vesting conditions are factored into the fair value of the

awards granted. The cumulative expense is not adjusted for failure to meet a market

vesting condition.

The cost of granting share options to employees is charged to the consolidated

income statement over the vesting period of the awards with a corresponding

increase in equity. Employer’s National Insurance contributions are payable, on

exercise, on the market value of the award and are accrued for within the share-

based payments expense in the consolidated income statement.

Upon eventual exercise, a reserves transfer occurs with no further charge reflected

in the consolidated income statement.

Deferred shares

Executive Directors’ annual bonuses may be deferred in Company shares or nil-cost

options for three years under the long-term incentive plan without further

performance conditions but subject to risk of forfeiture should an Executive Director

leave the Company in certain circumstances. The Group accrues the cost of the non-

cash bonus over the relevant period. Employer’s National Insurance contributions

are payable, on exercise, on the market value of the award and are accrued for

within the share-based payments expense in the consolidated income statement.

Upon eventual exercise, a reserves transfer occurs with no further charge reflected

in the consolidated income statement.

Own shares held in connection with employee share plans and other share-based

payment arrangements are treated as treasury shares and deducted from equity.

Investment property

Investment property is owned or leased by the Group and held for long-term rental

income and capital appreciation.

The Group has chosen to use the fair value model. Property and any related

obligations are initially recognised when the significant risks and rewards attached to

the property have transferred to the Group. Payments made in respect of the future

acquisition of investment property are initially recognised as prepayments until the

recognition criteria outlined above have been met. Investment property is recorded

at cost and subsequently revalued at the balance sheet date to fair value as

determined by professionally qualified external valuers on the basis of market value

The fair value of property is arrived at by adjusting the market value as above for

directly attributable tenant lease incentives, deferred letting fees and fixed

head leases.

Property held under leases is stated gross of the recognised lease liability.

The valuation is based upon assumptions as outlined within the property portfolio

note. These assumptions conform to the RICS Valuation Professional Standards.

When the Group redevelops a property for continued future use, that property is

classified as investment property during the redevelopment period and continues to

be measured at fair value. Gains or losses arising from changes in the fair value

of investment property are recognised in the consolidated income statement in the

period in which they arise. Depreciation is not provided in respect of investment

property including plant and equipment integral to such investment property. 

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Notes to the financial statements continued

1 Principal accounting policies óŁĸŪěĸůýù

Investment property óŁĸŪěĸůýù

Investment properties cease to be recognised as investment property when they

have been disposed of or when they cease to be held for the purpose of generating

rental income or for capital appreciation.

Disposals are recognised on completion. Gains or losses arising are recognised in

the consolidated income statement. The gain or loss on disposal is determined as

the difference between the net sales proceeds and the carrying amount of the asset

at the commencement of the accounting period, plus capital expenditure in the

period.

When the use of a property changes from trading property to investment property,

the property is transferred at fair value with any resulting gain or loss recognised in

the consolidated income statement.

Investment property is classified as held for sale when the property has exchanged,

though not yet completed. Transfers from investment property to investment

property held for sale will occur at market value. The Group will subsequently

determine the fair value of the property less costs to sell, and to the extent that the

market value of the property exceeds the fair value of the property less costs to

sell, an impairment loss will be recognised. Should an uplift occur in valuation in a

subsequent period, a gain shall be recognised, however the gain recognised may not

exceed the cumulative impairment loss recognised.

Trading property

Trading property comprises those properties that in the Directors’ view are not held

for long-term rental income or capital appreciation and are expected to be disposed

of within one year of the balance sheet date or to be developed with the intention

to sell.

Such property is constructed, acquired, or if transferred from investment and

development property, transferred at fair value which is deemed to represent cost.

Subsequently trading property is carried at the lower of cost and net realisable

value.

Net realisable value is the estimated selling price in the ordinary course of business,

less the estimated costs of completion and selling costs. This approximates market

value as determined by professionally qualified external valuers at the balance

sheet date. Details of the valuation methodology are set out in note 12 ‘Property

portfolio’.

The amount of any write down of trading property to market value is recognised as

an expense in the period the write down occurs. Should a valuation uplift occur in a

subsequent period, the amount of any reversal shall be recognised as a reduction in

the previous write down in the period in which the uplift occurs. This may not exceed

the property’s cost. The sale of trading property is recognised as revenue when the

buyer obtains control of the property. Total costs incurred in respect of trading

property are recognised simultaneously as an expense.

Owner-occupied property

Owner-occupied property comprises property held for use in the production or

supply of goods or services or for administrative purposes. Transfers are made

from investment property to owner-occupied property when there is a change in use

of the property. The property is transferred and subsequently carried at market

value, which is determined in the same manner as investment property. Revaluation

gains are recognised in equity. A revaluation loss will reverse any previous

revaluation gain recorded in equity with the residual recognised in profit or loss.

Leases

The Group assesses whether a contract is or contains a lease at inception of the

contract.

Group as a lessee

The Group’s leases predominantly relate to head leases in relation to leasehold

properties. At the commencement date of the lease, the Group recognises a right-of-

use asset equal to the value of the lease liability and direct costs incurred, less any

lease incentives received by the Group. The right-of-use asset is recognised within

investment property. The lease liability is measured at the present value of lease

payments over the lease term. The lease payments include fixed payments and

variable lease payments that depend on an index or rate.

In calculating the present value of lease payments, the Group uses its incremental

borrowing rate at the lease commencement date when the interest rate implicit in

the lease is not readily determinable. After the commencement date, the amount of

lease liabilities is increased to reflect the accretion of interest and reduced for the

lease payments made. In addition, the carrying amount of lease liabilities is

remeasured if there is a modification, a change in the lease term or a change in the

lease payments (e.g. changes to future payments resulting from a change in an index

or rate used to determine such lease payments).

The Group’s lease liabilities are detailed in note 21 ‘Lease liabilities’.

Short-term leases and leases of a low value

As a lessee the Group has elected not to recognise right-of-use assets and lease

liabilities for leases of low-value assets and short-term leases, including IT

equipment. The Group recognises the lease payments associated with these leases

as an expense on a straight-line basis over the lease term.

Group as a lessor

As a lessor the Group classifies its leases as either operating or finance leases.

A lease is classified as a finance lease if it transfers substantially all the risks and

rewards incidental to ownership of the underlying asset, and classified as an

operating lease if it does not.

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Notes to the financial statements continued

1 Principal accounting policies óŁĸŪěĸůýù

Other financial assets

Other financial assets comprise amounts receivable from joint ventures and

associates which are classified as financial assets at amortised cost. At initial

recognition, the Group measures the financial asset at fair value plus transaction

costs that are directly attributable to the acquisition of the financial asset.

Financial assets at amortised cost are subsequently measured using the effective

interest rate (“EIR”) method and are subject to impairment review. The financial

assets are derecognised when the rights to receive cash flows from the financial

assets have expired or have been transferred and the Group has transferred

substantially all the risks and rewards of ownership.

Derivative financial instruments

The Group uses non-traded derivative financial instruments to manage exposure to

interest rate risk. They are initially recognised on the trade date at fair value and

subsequently remeasured at fair value based on market price. The method of

recognising the resulting gain or loss depends on whether the derivative is

designated as a hedging instrument, and if so, the nature of the item being hedged.

Instruments that have not been designated as qualifying for hedge accounting are

classified as fair value through profit and loss. Changes in the fair value of these

instruments are split into interest (calculated as the accrued and realised cash flows)

and other changes in fair value. Interest is recognised in finance income or costs and

changes in fair value are recognised in change in fair value of derivative financial

instruments in the consolidated income statement.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently

measured at amortised cost. The methodology for assessment of impairment is

defined in the following paragraph.

Impairment of financial assets

The Group applies the IFRS 9 expected credit loss model in order to calculate a

lifetime expected loss allowance for all financial assets. To measure the expected

credit loss, receivables are reviewed on an individual contract basis. The expected

loss rates are based on forward-looking information as well as historical evidence of

collection.

For rent receivables, all customers are allocated a risk rating, as determined by

management, and provided a rating of maximum, high, medium and low risk. The

classification is developed by taking into consideration information on the

customer’s credit rating, current financial position, historical trading performance,

historical default rate and the operational performance of the business. In assessing

the provision the Group identifies risk factors associated by sector (retail, food &

beverage, office and residential) and the type of rent receivable outstanding (rent

arrears, service charge, other). In determining the provision on a customer by

customer basis, the Group considers both recent payment history and future

expectations of the customer’s ability to pay or possible default in order to

recognise an expected credit loss allowance. Based on sector and rent receivable

type, a provision is made in addition to a full provision for maximum risk customers

or customers with significant financial issues.

If, in a subsequent period, the amount of the impairment loss decreases and the

decrease can be related objectively to an event occurring after the original

impairment was recognised, the impairment reversal is recognised in the

consolidated income statement on a basis consistent with the original charge.

Tenant lease incentives are impaired based on an assessment of affordability.

For amounts receivable from joint ventures and associates, impairment is assessed

by comparing the carrying amount of the loans and receivables to the discounted

present value of the estimated future cash flows from the joint ventures and

associates.

Cash and cash equivalents

Cash and cash equivalents are recognised at fair value. Cash and cash equivalents

comprise cash on hand, deposits held at call with financial institutions, certain tenant

deposits and other short-term highly liquid investments with original maturities of

three months or less.

Tenant deposits held against tenants’ rent payment obligations in bank accounts

administered by the Group are classified as cash and cash equivalents. Tenant

deposits held against tenants’ rent payment obligations in bank accounts

administered by the Group’s managing agent are not included within the

consolidated balance sheet.

The Group holds cash on deposit as security for certain secured term loans and

secured bank facilities, and where there are certain conditions restricting their use.

Cash held on deposit which has conditions restricting its use and is not available on

demand, liquid or readily convertible, is classified within other receivables.

Borrowings

Borrowings comprise bank loans, secured loan facilities, loan notes and compound

financial instruments.

Bank loans, secured loan facilities and loan notes are ordinarily recognised initially

at their net proceeds as an approximation of fair value. If the transaction price is not

an approximation of fair value at initial recognition, the Group determines the fair

value as evidenced by a quoted price in an active market for an identical instrument

or based on a valuation technique that uses data from observable markets. Bank

loans and loan notes are subsequently carried at amortised cost. Any transaction

costs, premiums or discounts are capitalised and recognised over the contractual

life of the loan using the effective interest rate method, or on a straight-line basis

where it is impractical to do so.

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Shaftesbury Capital PLC | 2025 Annual Report 168

Notes to the financial statements continued

1 Principal accounting policies óŁĸŪěĸůýù

Borrowings óŁĸŪěĸůýù

In the event of early repayment, transaction costs, premia or discounts paid and

unamortised costs are recognised immediately in the consolidated income

statement.

Compound financial instruments issued by the Group comprise exchangeable bonds

that are convertible into shares. The exchangeable bonds were bifurcated into a

liability and embedded derivative option component on initial recognition. The

carrying value of the liability at initial recognition is the difference between the fair

value of the entire instrument as a whole and the embedded derivative’s fair value.

Any directly attributable transaction costs are allocated to each component in

proportion to their initial carrying amounts. The issue costs apportioned to the

embedded derivative are recognised immediately in the consolidated

income statement.

Subsequent to initial recognition, the liability component of a compound financial

instrument is measured at amortised cost using the effective interest method. Any

transaction costs apportioned to the liability are included in the carrying amount and

recognised over the contractual life of the liability using the effective interest rate

method.

When a facility has been modified an assessment of modification and extinguishment

is performed reviewing both quantitative and qualitative factors.

Interest related to the financial liability is recognised in the consolidated income

statement. The embedded derivative is measured at fair value with the fair value

adjustment accounted for in the consolidated income statement.

Trade and other payables

Trade payables are obligations for goods or services acquired in the ordinary

course of business. Trade and other payables are recognised at fair value and

subsequently measured at amortised cost until settled.

Pensions

The costs of the defined contribution scheme and the Group’s personal pension

plans are charged against profits or losses in the year in which they are incurred.

Contingent liabilities and capital commitments

Contingent liabilities are disclosed where there are present or possible obligations

arising from past events, but the economic impact is uncertain in timing, occurrence

or amount. A description of the nature and, where possible, an estimate of the

financial effect of contingent liabilities are disclosed.

Capital commitments are disclosed when the Group has a contractual future

obligation which has not been provided for at the balance sheet date. Amounts are

only provided for where such obligations are onerous.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to

the issue of ordinary shares are recognised as a deduction from equity, net of any

tax effects.

Own shares

Own equity instruments that are reacquired (treasury shares) are recognised at cost

and deducted from equity. No gain or loss is recognised in profit or loss on the

purchase, sale, issue or cancellation of the Group’s own equity instruments. Any

difference between the carrying amount and the consideration, if reissued, is

recognised in the share premium.

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Shaftesbury Capital PLC | 2025 Annual Report 169

Notes to the financial statements continued

2 Segmental reportingȃ

The Group’s operating segments are established on the basis of information evaluated and regularly reviewed in decisions on how to allocate resources and assess

performance by the chief operating decision maker (“CODM”). IFRS 8 requires operating segments to be reported in a manner consistent with the internal financial reporting

reviewed by the CODM. The Group has determined the CODM to be the Executive Committee.

The principal activity of the Group is the investment in property to earn income and generate long-term capital returns. The Group operates primarily within the West End of

London.

The performance of the Group is assessed based on the key performance indicators, which are the IFRS, EPRA and underlying performance measures.

Following completion of the long-term partnership with NBIM on 1 April 2025, the Group has reassessed the way it evaluates performance. Effective from 1 April 2025,

reporting on the performance of the Covent Garden segment is presented separately to the CODM. As such the Covent Garden segment has become a separate reporting

segment from 1 April 2025 with prior year comparatives presented by segment.

For the remainder of the portfolio there has been no change in the way information is reported to the CODM. The allocation of funding and management of overheads and

financing continues to be determined at an overall Group level as the Group continues to look to maximise the potential from investment opportunities across the whole of

the portfolio and investment opportunities continue to be assessed on a building-by-building basis.

The CODM reviews information on a segmental basis for gross profit and market value of property portfolio only. No other assets or liabilities are monitored by segment.

Gross profit

		2025			2024
	Covent			Covent
	Garden	Other	Total	Garden	Other	Total
	£m	£m	£m	£m	£m	£m
Revenue 1	108.9	107.4	216.3	102.4	102.6	205.0
Costs 1	(20.3)	(18.3)	(38.6)	(20.4)	(17.5)	(37.9)
Gross profit per consolidated income statement	88.6	89.1	177.7	82.0	85.1	167.1
Attributable to non-controlling interest	(16.6)	–	(16.6)	–	–	–
Gross profit – Group share	72.0	89.1	161.1	82.0	85.1	167.1

Revenue and costs exclude service charge income and expenses of £22.6 million (31 December 2024: £22.1 million).

Market value of property portfolio

		2025			2024
	Covent			Covent
	Garden	Other	Total	Garden	Other	Total
	£m	£m	£m	£m	£m	£m
Market value of property portfolio under management 1	2,825.5	2,581.6	5,407.1	2,652.7	2,320.8	4,973.5
Attributable to non-controlling interest	(706.4)	–	(706.4)	–	–	–
Market value of property portfolio - Group share	2,119.1	2,581.6	4,700.7	2,652.7	2,320.8	4,973.5

Refer to note 12 ‘Property portfolio’ for a reconciliation to the carrying value of the property portfolio as per the consolidated balance sheet.

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Shaftesbury Capital PLC | 2025 Annual Report 170

Notes to the financial statements continued

3 Performance measures

The Group has applied the European Securities and Markets Authority guidelines on

alternative performance measures (“APMs”) in these annual results. An APM is a

financial measure of historical or future financial performance, position or cash flow

of the Group which is not a measure defined or specified in IFRS. Details of all APMs

used by the Group are set out in the APM section on page 199.

As is usual practice in the sector, the Group presents APMs for certain indicators,

including earnings, earnings per share and net tangible assets, making adjustments

as 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

coherency of the sector.

A summary of the number of shares, on a basic and diluted basis, in issue at year

end, and on a weighted average basis for the year, is set out in the table below.

Number of shares

	2025		2024
	Weighted	2025	Weighted	2024
	average	In issue	average	In issue
	million	million	million	million
Ordinary shares	1,953.2	1,953.2	1,953.2	1,953.2
Own shares – Employee Benefit Trust	(3.1)	(3.1)	(3.1)	(3.1)
Own shares – exchangeable bonds 1	(128.4)	(128.4)	(128.4)	(128.4)
Number of shares – basic 2	1,821.7	1,821.7	1,821.7	1,821.7
Dilutive effect of contingently issuable share
option awards 3	14.2	18.4	5.7	10.0
Dilutive effect of contingently issuable
deferred share awards 3	1.5	2.2	0.7	1.6
Number of shares – diluted 4	1,837.4	1,842.3	1,828.1	1,833.3

Includes 127,008,786 shares held as collateral for the exchangeable bonds.

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share.

Further information on these potential ordinary shares can be found in note 30 ‘Share-based payments’.

Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating

diluted earnings and net assets per share.

Earnings per share – IFRS

2025

£m

2024

£m

Basic earnings attributable to owners of the Parent 340.2 252.1

Basic earnings per share 18.7p 13.8p

Diluted earnings per share

18.5p 13.8p

Headline earnings per share

Headline earnings per share is calculated in accordance with Circular 1/2023 issued

by the South African Institute of Chartered Accountants, a requirement of the

Group’s Johannesburg Stock Exchange secondary listing. This measure is not a

requirement of IFRS.

	2025	2024
	£m	£m
Basic earnings attributable to owners of the Parent	340.2	252.1
Group adjustments:
Loss on sale of associate	–	4.0
Loss on sale of investments and subsidiaries	6.7	–
Gain on revaluation and sale of investment property 1	(286.1)	(194.6)
Headline earnings	60.8	61.5
Basic and diluted headline earnings per share (pence)	3.3p	3.4p

Excludes gain on revaluation of investment property attributable to non-controlling interest of £35.7 million (31

December 2024: nil)

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Shaftesbury Capital PLC | 2025 Annual Report 171

Notes to the financial statements continued

3 Performance measures óŁĸŪěĸůýù

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 West End property rental business and is used for the calculation of

dividends. The measure aligns with the main principles of EPRA earnings. EPRA

earnings excludes valuation movements and profit or loss on disposal of investment

properties, fair value changes of financial instruments, cost of early close out of

debt, certain allowable non-operating and exceptional items and the amounts

allocated to non-controlling interest in respect of these.

The non-operating and exceptional items adjusted for by the Group in the current

and prior year include non-recurring corporate and transaction costs. These costs

are considered non-recurring as they relate to significant transactions outside the

ongoing operations of the Group. Other exceptional items adjusted for include the

fair value movements of the option component of the exchangeable bond, and

following the completion of the all-share merger in March 2023, the unwinding of the

IFRS 3 fair value of debt.

In calculating underlying earnings in both years, additional adjustments are made to

exclude 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.

Earnings per share – EPRA and Underlying

	2025	2024
	£m	£m
Basic earnings	387.4	252.1
Basic earnings attributable to non-controlling interest	(47.2)	–
Basic earnings attributable to owners of the Parent	340.2	252.1
EPRA Group adjustments:
Gain on revaluation and sale of investment property 1	(286.1)	(194.6)
Change in value of investments and other receivables	6.5	7.0
Change in fair value of financial instruments – interest
rate derivatives	3.5	6.3
Fair value acceleration and costs associated with early
close out of debt	4.1	1.0
Loss on sale of investments and subsidiaries	6.7	–
Loss on sale of associate	–	4.0
EPRA non-operating and exceptional items:
Non-underlying administration expenses	5.9	3.3
Change in fair value of financial instruments –
exchangeable bond option	(0.5)	(5.4)
Other exceptional finance items 2	5.4	5.8
EPRA joint venture and associate adjustments:
Adjustments in respect of joint ventures and associate	2.9	(4.2)
EPRA earnings	88.6	75.3
EPRA earnings per share (pence)	4.9	4.1
Underlying earnings adjustments:
Joint ventures adjustment – Lillie Square 3	(6.7)	(2.3)
Underlying earnings	81.9	73.0
Underlying earnings per share (pence)	4.5	4.0

Excludes gain on revaluation of investment property attributable to non-controlling interest of £35.7 million (31

December 2024: nil).

Other exceptional finance items consists of £4.9 million (31 December 2024: £6.1 million) IFRS 3 fair value of debt

unwind, exceptional legal fees and non-underlying finance income of £0.5 million (31 December 2024: £0.3 million

offset).

The Lillie Square joint venture is not considered part of the core underlying business of the Group and therefore its

results are excluded from underlying earnings. The adjustment includes £3.8 million (31 December 2024: £3.8 million)

interest receivable by the Group on the interest-bearing loans issued to the joint venture and £2.9 million (31

December 2024: £1.5 million offset) of adjustments made to EPRA earnings for profit on sale and transfer of trading

property, loss on revaluation of investment property and write down of trading property.

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 172

Notes to the financial statements continued

3 Performance measures óŁĸŪěĸůýù

Net assets per share

		2025			2024
	EPRA NRV	EPRA NTA	EPRA NDV	EPRA NRV	EPRA NTA	EPRA NDV
	£m	£m	£m	£m	£m	£m
Equity attributable to owners of the Parent 1	3,954.2	3,954.2	3,954.2	3,674.3	3,674.3	3,674.3
Unrecognised surplus on trading property – joint venture	0.1	0.1	0.1	0.1	0.1	0.1
Fair value of financial instruments – interest rate derivatives 2	(1.6)	(1.6)	–	(3.4)	(3.4)	–
Fair value adjustment of exchangeable bonds 3	2.2	2.2	–	(0.4)	(0.4)	–
Real Estate Transfer Tax	316.1	–	–	333.1	–	–
Adjustment of fixed rate debt from carrying value to fair value 4	–	–	5.1	–	–	50.8
Deferred tax adjustments	–	–	–	0.5	0.5	–
NAV	4,271.0	3,954.9	3,959.4	4,004.2	3,671.1	3,725.2
NAV per share (pence)	231.8p	214.7p	214.9p	218.4p	200.2p	203.2p

IFRS total equity attributable to owners of the Parent of 214.6 pence per share (31 December 2024: 200.4 pence per share).

This relates to the fair value of interest rate derivatives. Further details are disclosed within note 16 ‘Derivative financial instruments’.

Adjustment to remove the exchangeable bond option fair value and include the exchangeable bond liability at nominal value of £275 million.

Excludes fair value of exchangeable bond option component included under derivative liabilities as disclosed in note 16 ‘Derivative financial instruments’.

4 Gross profit

All revenue has been generated from operations within the United Kingdom.

	2025	2024
	£m	£m
Rental receivable	212.7	197.2
Straight-lining of tenant lease incentives	3.6	7.8
Service charge income	22.6	22.1
Revenue	238.9	227.1
Property expenses	(33.7)	(33.1)
Provision for expected credit loss	(3.3)	(3.9)
Tenant lease incentives written off	(1.6)	(0.9)
Service charge expenses	(22.6)	(22.1)
Costs	(61.2)	(60.0)
Gross profit	177.7	167.1

5 Administration expenses

	2025	2024
	£m	£m
Depreciation	0.2	0.3
Employee costs	28.4	23.0
Head office administration expenses	15.7	16.1
Non-underlying administration expenses 1	5.9	3.3
Administration expenses	50.2	42.7

Non-underlying administration expenses relate to non-recurring corporate and transaction-related costs.

(a) Employee costs (including Executive Directors)

		2025	2024
	Note	£m	£m
Wages and salaries		16.7	16.3
Social security costs		2.4	2.1
Pension costs		1.6	1.5
Share-based payments	30	7.7	3.1
Employee costs		28.4	23.0

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Notes to the financial statements continued

5 Administration expenses óŁĸŪěĸůýù

(b) Employee numbers

Average monthly number of people (including Executive Directors) employed	2025	2024
Total average headcount	101	98

The details of individual Directors’ remuneration and pension benefits as set out in

the tables contained in the Directors’ remuneration report on pages 123 to 147 form

part of these consolidated financial statements.

	2025	2024
	£m	£m
Remuneration to the principal auditors in respect of audit fees:
Company and Group consolidated financial statements	0.9	1.0
Audit of the financial statements of the Company’s subsidiaries	0.3	0.3
Total audit fees	1.2	1.3
Audit related assurance services including interim review	0.1	0.1
Total fees for audit and audit related services	1.3	1.4

The Group’s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in

addition to their audit engagement duties where their expertise and experience of the

Group are important. 2025 non-audit fees, including the interim review, represented 9.2

per cent of the total audit fee (31 December 2024: 10.0 per cent). Further details on

the Audit Committee’s non-audit services policy can be found on page 122.

6 Gain on revaluation and sale of investment property

	2025	2024
	£m	£m
Gain on revaluation of investment property	322.7	202.9
Loss on sale of investment property	(0.9)	(8.3)
Gain on revaluation and sale of investment property	321.8	194.6

7 Change in value of investments and other receivables

Included in the change in value of investments and other receivables are impairments

in relation to amounts receivable from the Lillie Square joint venture of £6.5 million

(31 December 2024: £5.2 million). The prior year included other impairments of £1.8

million.

The investment and other receivables in Lillie Square consist of the equity

investment, interest-bearing loans and a working capital facility.

Due to the joint venture being in a net liability position, and incurring losses in the

year, the equity investment is held at nil (31 December 2024: nil).

As at the balance sheet date, prior to impairment, the Group held an interest-bearing

loan of £93.7 million (31 December 2024: £89.9 million) and working capital facility of

£29.3 million (31 December 2024: £29.2 million).

As required by IFRS 9, an impairment assessment was performed comparing the

carrying amount of the interest-bearing loans and working capital facility to the

present value of the estimated future cash flows from the joint venture.

The key assumptions made in the impairment assessment were the expected cash

flows to be generated over the project life and the timing thereof. In terms of IFRS 9

requirements the Group applied a discount rate of 4.25 per cent (being the effective

interest rate on the loan to the joint venture) to the cash flows which are in line with

the strategic plan of the joint venture.

As a result, the Group has booked an impairment of £6.5 million during 2025 leading

to a cumulative impairment of £54.8 million (31 December 2024: £48.3 million

cumulative impairment). The cumulative impairment takes into consideration the

losses from the joint venture.

Factoring in the impairment, the interest-bearing loan is held at a net book value of

£68.2 million (31 December 2024: £70.7 million) and working capital facility at nil

(31 December 2024: nil). The balances are included within Trade and other

receivables at the balance sheet date.



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Notes to the financial statements continued

8 Finance income

	2025	2024
	£m	£m
Finance income:
On deposits and current accounts	17.3	5.0
On interest rate derivatives	3.2	9.8
Finance income	20.5	14.8
Other finance income:
On loans to joint ventures and associates	3.8	4.2
Non-underlying finance income	0.2	0.3
Other finance income	4.0	4.5

9 Finance costs

	2025	2024
	£m	£m
On bank facilities and loan notes	29.8	35.8
On exchangeable bonds 1	8.6	8.5
On secured loans	25.1	27.4
On obligations under lease liabilities	0.3	0.3
Finance costs	63.8	72.0
Other finance costs:
Non-underlying finance charges 2	9.7	6.5
Other finance costs	9.7	6.5

On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The

net proceeds received from the issue of the exchangeable bonds have been split between the financial liability

element and an option component. The debt component is accounted for at amortised cost and, after taking into

account transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (£5.5

million) represents the cash coupon on the bond.

Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-

recurring costs and do not represent the underlying performance of the business. These finance charges include £4.9

million (31 December 2024: £5.5 million) IFRS 3 fair value of debt unwind, £2.7 million (31 December 2024: nil)

accelerated fair value unwind and £2.1 million (31 December 2024: £1.0 million) costs associated with early close out

of debt and exceptional legal fees.

10 Taxation

	2025	2024
	£m	£m
Current income tax:
Current income tax charge	–	0.5
Adjustments in respect of previous years	(0.3)	(0.2)
Current tax on profits	(0.3)	0.3
Deferred income tax:
On accelerated capital allowances	(0.5)	–
On Group losses	(1.6)	0.9
On other temporary differences	2.1	(0.9)
Deferred tax on profits	–	–
Total taxation (credit)/charge in the consolidated income statement	(0.3)	0.3

Factors affecting the tax charge for the year

The tax credit for the year is £0.3 million (31 December 2024: £0.3 million charge) against

a profit before tax of £387.1 million (31 December 2024: £252.4 million). A reconciliation

against the standard rate of corporation tax in the United Kingdom (“UK”) is set out below:

	2025	2024
	£m	£m
Profit before tax	387.1	252.4
Profit on ordinary activities multiplied by the standard rate in the UK
of 25.0% (31 December 2024: 25.0%)	96.8	63.1
Revaluation gains attributable to the REIT business	(80.6)	(50.8)
Expenses disallowed	13.6	2.8
Non-taxable items	–	(1.5)
REIT tax-exempt rental profits	(29.6)	(12.6)
Share of partnership loss	(1.5)	(0.1)
Other temporary differences not provided	1.3	1.3
Utilisation of losses not recognised for deferred tax	–	(1.7)
Adjustments in respect of previous years	(0.3)	(0.2)
Total taxation (credit)/charge in the consolidated income statement	(0.3)	0.3

As a UK REIT, the Group is exempt from UK corporation tax on income and gains

from qualifying activities. Non-qualifying activities are subject to UK corporation tax.

As a UK REIT, the Group must distribute at least 90 per cent of the Group’s income

profits from its tax-exempt property rental business (calculated by reference to tax

rather than accounting rules), and 100 per cent of the Group's UK REIT investment

profits, by way of a dividend, which is known as a Property Income Distribution

(“PID”). A corporation tax charge will arise for the Group at the main corporation tax

rate if the minimum PID requirement is not met within 12 months of the end of the

period. Further details regarding the PID are set out in note 11 ‘Dividends’.

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Notes to the financial statements continued

11 Dividends

Group and Company	PID	Non-PID	Date paid	2025	2024
	Pence per share			£m	£m
Ordinary shares
For the year ended 31 December 2023:
Final dividend of 1.65 pence per share	0.65	1.0	31 May 2024	–	32.2
For the year ended 31 December 2024:
Interim dividend of 1.7 pence per share	1.0	0.7	1 October 2024	–	33.2
Final dividend of 1.8 pence per share	1.8	–	30 May 2025	35.2	–
For the year ended 31 December 2025:
Interim dividend of 1.9 pence per share	1.5	0.4	1 October 2025	37.0	–
Dividend expense 1				72.2	65.4

Includes £4.7 million (31 December 2024: £4.3 million) paid to a controlled entity, Capco Investment London (No.7)

Scottish Limited Partnership, in respect of 128,350,793 shares, of which 127,008,786 are held as collateral for the

exchangeable bonds. The entity has provided an undertaking not to exercise its voting rights in respect of such

ordinary shares but has received its dividend, all of which was retained by the Group following calculation of the

dividend threshold test as set out in the exchangeable bond conditions. The Group’s dividend expense recorded in

the consolidated statement of cash flows is £66.7 million (31 December 2024: £61.1 million), which includes a £0.8

million adjustment for dividend withholding tax not yet paid at year end.

As a UK REIT, Shaftesbury Capital is required to distribute at least 90 per cent of the

Group’s income profits from its tax-exempt property rental business, and 100 per

cent of the Group’s UK REIT investment profits, by way of a PID.

These distributions can be subject to withholding tax at 20 per cent. Dividends from

profits of the Group’s taxable residual business are ordinary dividends and will be

taxed as an ordinary dividend.

On 24 February 2026, the Directors proposed a final cash dividend for 2025 of 2.1

pence per ordinary share which will be paid wholly as a PID. The final cash dividend

will be paid on 22 May 2026 to all shareholders on the register on 24 April 2026.

12 Property portfolio

Carrying value of property portfolio

		2025	2024
	Note	£m	£m
Carrying value of investment property at 1 January		4,899.1	4,740.2
Carrying value of investment property held for sale at 1
January		9.8	–
Carrying value at 1 January		4,908.9	4,740.2
Additions from acquisitions		85.4	84.9
Additions from subsequent expenditure		33.1	43.1
Disposals 1		(12.8)	(162.2)
Gain on revaluation	6	322.7	202.9
Transfer to held for sale 1		–	(9.8)
Carrying value of investment property		5,337.3	4,899.1
Adjustment in respect of fixed head leases		(2.6)	(3.0)
Adjustment in respect of tenant lease incentives and deferred letting fees	17	51.7	47.5
Market value of investment property		5,386.4	4,943.6
The investment property valuation comprises:
Freehold properties		4,248.6	3,849.0
Leasehold properties		1,137.8	1,094.6
Market value of investment property		5,386.4	4,943.6

At 31 December 2024, two properties had exchanged for sale and were accordingly classified as held for sale. Both

transactions have subsequently completed and are included in the disposals value of £12.8 million for the current

year.

Valuation process

The fair value of the Group’s investment property and owner-occupied property at

31 December 2025 was determined by independent, appropriately qualified external

valuers, CBRE and Cushman & Wakefield. The valuations conform to the Royal

Institution of Chartered Surveyors (“RICS”) Valuation Professional Standards. Fees

paid to valuers are based on fixed price contracts.

Each year the Company appoints the external valuers. The valuers are selected

based on their knowledge, independence and reputation for valuing assets such as

those held by the Group.

Valuations are performed bi-annually and are performed consistently across all

properties in the Group’s portfolio. At each reporting date, appropriately qualified

employees of the Group verify all significant inputs and review computational

outputs. Valuers submit and present summary reports to the Group’s Audit

Committee, with the Executive Committee reporting to the Board on the outcome of

each valuation round.

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Shaftesbury Capital PLC | 2025 Annual Report 176

Notes to the financial statements continued

12 Property portfolio óŁĸŪěĸůýù

Valuation process óŁĸŪěĸůýù

A breakdown of the Group’s property portfolio at market value is shown below:

		2025	2024
Market value of property portfolio	Note	£m	£m
Market value of investment property		5,386.4	4,943.6
Market value of investment property held for sale		–	9.8
Market value of owner-occupied property	13	20.7	20.1
Market value of property portfolio under management		5,407.1	4,973.5
Market value of investment property attributable to non- controlling interest		(706.4)	–
Market value of property portfolio (Group share)		4,700.7	4,973.5

The gain/(loss) on revaluation of the Group’s property portfolio is shown below:

		2025	2024
Revaluation gain/(loss) of property portfolio	Note	£m	£m
Revaluation gain reported in consolidated income
statement	6	322.7	202.9
Revaluation gain/(loss) reported in consolidated
statement of comprehensive income	13	0.6	(0.1)
Total revaluation gain of property portfolio under management		323.3	202.8

Valuation techniques

Valuations are based on what is determined to be the highest and best use. When

considering the highest and best use a valuer will consider, on a property-by-

property basis, its actual and potential uses which are physically, legally and

financially viable. Where the highest and best use differs from the existing use, the

valuer will consider the cost and the likelihood of achieving and implementing this

change in use in arriving at its valuation.

The fair value of the Group’s investment properties has primarily been determined

using a market approach, which provides an indication of value by comparing the

subject asset with similar assets for which price information is available. The external

valuers use information provided by the Group, such as tenancy information and

capital expenditure expectations. In deriving fair value, the valuer also makes a

series of assumptions, using professional judgement and market observations. These

assumptions include, but are not limited to, market yields, ERVs and void periods.

The critical key assumptions are the equivalent yields and ERVs, as set out within the

table on the next page and within the Analysis of property portfolio on page 206.

Equivalent yields are based on current market prices, depending on, inter alia, the

location, condition and use of the properties. ERVs are calculated using a number of

factors which include current rental income, market comparatives and local

occupancy levels.

Whilst there is market evidence for the key inputs, and recent transaction prices for

similar properties, there is still a significant element of estimation and judgement. As

a result of adjustments made to market observable data, these significant inputs are

deemed unobservable.

Non-financial assets carried at fair value, as is the case for investment property held

by the Group, are required to be analysed by level depending on the valuation

method adopted under IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”).

The different valuation levels are defined as:

Level 1: valuation based on quoted market prices traded in active markets;

Level 2: valuation based on inputs other than quoted prices included within Level 1

that maximise the use of observable data either directly or from market prices or

indirectly derived from market prices; and

Level 3: where one or more inputs to valuation are not based on observable market

data. Valuations at this level are more subjective and therefore more closely

managed, including sensitivity analysis of inputs to valuation models.

When the degree of subjectivity or nature of the measurement inputs change,

consideration is given as to whether a transfer between fair value levels is deemed

to have occurred. Unobservable data becoming observable market data would

determine a transfer from Level 3 to Level 2. All investment properties held by the

Group are classified as Level 3 in the current and prior year.

The following table sets out the key unobservable inputs used in the valuation

models of the property portfolio under management:

	2025	2024
	Range	Range
Key unobservable inputs	(weighted average)	(weighted average)
Estimated rental value per square foot per	£18-£323	£19–£296
annum	(£98)	(£92)
Equivalent yield	2.7%-6.8%	2.9%–6.5%
	(4.43%)	(4.45%)

Sensitivity to changes in key assumptions

As noted in the critical accounting judgements and key sources of estimation and

uncertainty section in note 1 ‘Principal accounting policies’, the valuation of the

Group’s property portfolio is inherently subjective. As a result, the valuations are

subject to a degree of uncertainty and are made on the basis of assumptions which

may not prove to be accurate, particularly in periods of volatility or low transaction

flow in the commercial property market.



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Notes to the financial statements continued

12 Property portfolio óŁĸŪěĸůýù

Sensitivity to changes in key assumptions óŁĸŪěĸůýù

The sensitivity analysis below illustrates the impact on the fair value of the Group’s

properties, from changes in the key assumptions:

		Change in ERV
	–10%	–5%	+5%	+10%
(Decrease)/increase in fair value (£m)	(436.3)	(219.9)	224.4	449.3

		Change in Yield
	–50bps	–25bps	+25bps	+50bps
Increase/(decrease) in fair value (£m)	588.4	273.2	(256.8)	(481.6)

The table above shows movements in key assumptions in isolation. These key

unobservable inputs are interdependent. All other factors being equal, a higher

equivalent yield would lead to a decrease in the valuation, and an increase in

estimated rental value would increase the capital value, and vice versa. However,

there are interrelationships between the key unobservable inputs which are partially

determined by market conditions, which would impact these changes.

At 31 December 2025, the Group was contractually committed to £10.8 million

(31 December 2024: £24.1 million) of future expenditure for the purchase,

refurbishment and enhancement of investment property. Refer to note 26 ‘Capital

commitments’ for further information on capital commitments.

Net Zero Carbon and EPC compliance

We are committed to meeting our 2030 carbon reduction targets and have reset our

Net Zero Carbon target to 2040 to align with Science Based Targets initiative (“SBTi”)

long-term carbon reduction targets. A key element in achieving this will come from

carbon efficiencies created through refurbishments of the Group’s property

portfolio.

During 2025, the Group’s additions from subsequent expenditure were £33.1 million

(31 December 2024: £43.1 million). Included within the £33.1 million total subsequent

expenditure is work which related to enhancing the environmental performance of

assets, and design stage work aimed at delivering environmental enhancements.

We aim for commercial units to have a “B” or above and residential units a “C” or

above rating by 2030. We have already exceeded our interim target of 75 per cent

of commercial units having a “B” or above EPC.

13 Property, plant and equipment

	Owner
	occupied
	property	Other	Total
	£m	£m	£m
Net carrying value at 1 January 2024	20.2	3.8	24.0
Additions	–	2.3	2.3
Depreciation 1	–	(0.7)	(0.7)
Revaluation	(0.1)	–	(0.1)
Net carrying value at 31 December 2024	20.1	5.4	25.5
Depreciation 1	–	(0.9)	(0.9)
Revaluation	0.6	–	0.6
Net carrying value at 31 December 2025	20.7	4.5	25.2

£0.2 million (31 December 2024: £0.3 million) of depreciation is recognised within note 5 ‘Administration expenses’ and

£0.7 million (31 December 2024: £0.4 million) is recognised within note 4 ‘Gross profit’.

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Shaftesbury Capital PLC | 2025 Annual Report 178

Notes to the financial statements continued

14 Investments in joint ventures and associates

Investments in joint ventures and associates are measured using the equity method.

At 31 December 2025, investments comprised of Lillie Square joint venture (“LSJV”),

which is held with other investors on a 50:50 basis. The net profit from joint ventures

and associates of £0.5 million included in the prior year consolidated income

statement consists of £4.5 million share of profit from Longmartin, offset by a loss on

sale on its disposal in October 2024 of £4.0 million.

The table below reconciles the opening to closing carrying value of investments as

presented in the consolidated balance sheet.

	Longmartin	LSJV	Total
Investments in joint ventures and associates	£m	£m	£m
At 1 January 2024	83.4	–	83.4
Share of profit/(loss) for the period 1	4.5	(1.8)	2.7
Losses restricted for the year 1	–	1.8	1.8
Dividend received	(1.2)	–	(1.2)
Disposal of associate	(86.7)	–	(86.7)
At 31 December 2024	–	–	–
Share of loss for the year 1	–	(6.5)	(6.5)
Losses restricted for the year 1	–	6.5	6.5
At 31 December 2025	–	–	–

The loss from the Lillie Square joint venture for the year of £6.5 million (31 December 2024: £1.8 million) has been

restricted in accordance with the requirements of IAS 28. Cumulative losses of £46.7 million (31 December 2024: £40.2

million), which exceed the Group’s investment in the joint venture, have been restricted to date, and as a result the carrying

value of the investment in LSJV is nil (31 December 2024: nil). The Group holds £68.2 million (31 December 2024: £70.7

million) of recoverable loans from LSJV within note 17 ‘Trade and other receivables’.

LSJV

LSJV was established as a joint venture arrangement with KFI in August 2012. The

joint venture was established to own, manage and develop land interests at Lillie

Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited, acting as general

partner to the partnership, and its subsidiaries.

All major decisions regarding LSJV are taken by the Board of Lillie Square GP

Limited, through which the Group shares strategic control.

The summarised income statement and balance sheet of LSJV are presented below.

	2025	2024
Summarised income statement	£m	£m
Revenue	4.3	3.6
Gross profit	1.5	1.3
(Loss)/gain on revaluation, sale and transfer of investment
and trading property	(5.8)	3.0
Administration expenses	(1.4)	(0.7)
Net finance costs 1	(7.3)	(7.1)
Loss for the year after taxation	(13.0)	(3.5)

Net finance costs include £7.6 million (31 December 2024: £7.6 million) interest payable on the interest-bearing loans

issued to the joint venture by the Group and KFI. Finance income receivable by the Group from LSJV of £3.8 million

(31 December 2024: £3.8 million) is recognised in the consolidated income statement within other finance income.

	2025	2024
Summarised balance sheet	£m	£m
Investment property	84.9	87.4
Other non-current assets	5.4	5.6
Non-current assets	90.3	93.0
Trading property	39.5	42.8
Other current assets	2.9	1.3
Cash and cash equivalents	11.4	9.7
Current assets	53.8	53.8
Amounts payable to joint venture partners 1	(232.6)	(224.8)
Other current liabilities	(4.5)	(2.1)
Current liabilities	(237.1)	(226.9)
Net liabilities	(93.0)	(80.1)
Carrying value of investment and trading property	124.4	130.2
Unrecognised surplus on trading property 2	0.3	0.3
Market value of investment and trading property 2	124.7	130.5

Amounts payable to joint venture partners include working capital facilities of £29.3 million (31 December 2024: £29.2

million) advanced by the Group and an interest-bearing loan of £163.0 million (nominal value) advanced by the Group

and KFI. The carrying value of the loan before impairment, including accrued interest, was £187.4 million (31

December 2024: £179.8 million). Recoverable amounts receivable by the Group, net of impairments, are recognised

on the consolidated balance sheet within non-current trade and other receivables.

The unrecognised surplus on trading property and the market value of LSJV’s property portfolio are shown for

informational purposes only and are not a requirement of IFRS. Trading property continues to be measured at the

lower of cost and net realisable value.



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Notes to the financial statements continued

15 Non-controlling interest

On 1 April 2025, NBIM Mary Limited, a subsidiary of Norges Bank Investment

Management, acquired a 25 per cent non-controlling interest in Covent Garden Real

Estate Holdings Limited (“Covent Garden estate”), a subsidiary of the Group, for a

cash consideration of £574.0 million. A loss on sale of £6.7 million, including

transaction costs of £6.1 million, has been recorded within the loss on sale of

investments and subsidiaries in the consolidated income statement.

The principal place of business of Covent Garden Real Estate Holdings Limited is

within the United Kingdom.

The accumulated non-controlling interest is presented below.

	2025
	£m
At 1 January	–
Non-controlling interest’s share of net assets acquired	574.6
Profit for the period attributable to non-controlling interest	47.2
Dividends paid to non-controlling interest	(7.9)
At 31 December	613.9

The summarised income statement, balance sheet and cash flow statement of the

Covent Garden estate are presented below.

	1 April 2025 to
	31 December
	2025
Summarised income statement	£m
Revenue 1	83.0
Costs 1	(16.5)
Gross profit	66.5
Gain on revaluation of investment property	142.6
Administration expenses	(13.1)
Net finance costs	(7.4)
Income tax	0.3
Profit for the period	188.9

Revenue and costs exclude service charge income and expenses of £8.2 million.

	1 April 2025 to
	31 December
	2025
Summarised cash flow statement	£m
Operating cash inflow after interest and tax	44.4
Purchase and development of investment property	(15.5)
Cash dividend paid	(31.6)
Net cash outflow	(2.7)

	2025
Summarised balance sheet	£m
Investment property 1	2,788.6
Other non-current assets	34.2
Non-current assets	2,822.8
Cash and cash equivalents 2	42.7
Other current assets	26.1
Current assets	68.8
Borrowings, including lease liabilities 3	(217.0)
Non-current liabilities	(217.0)
Borrowings, including lease liabilities 3	(162.7)
Other current liabilities	(56.4)
Current liabilities	(219.1)
Net assets	2,455.5

The market value of investment property as at 31 December 2025 is £2,825.5 million.

Cash and cash equivalents includes £15.5 million of tenant deposits which relate to cash held on deposit as security

against tenant rent payments which are subject to certain restrictions and therefore not available for general use by

the Group. In addition, cash deposits against tenants’ rent payment obligations totalling £7.0 million are held in bank

accounts administered by the Group’s managing agents which are not included within the consolidated balance sheet.

The nominal value of debt included within borrowings is £380.0 million.

16 Derivative financial instruments

On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The

net proceeds received from the issue of the exchangeable bonds have been split between the financial liability

element and an option component, representing the fair value of the embedded option to convert the financial liability

into equity of Shaftesbury Capital. The debt component is accounted for at amortised cost at the effective interest

rate method and the derivative liability is accounted for at fair value through profit or loss.

	2025	2024
Derivative financial assets	£m	£m
Current
Interest rate derivatives	1.6	3.4
Derivative financial assets	1.6	3.4

	2025	2024
Derivative financial liabilities	£m	£m
Non-current
Derivative liability – exchangeable bonds 1	–	1.8
Current
Derivative liability – exchangeable bonds 1	1.3	–
Derivative financial liabilities	1.3	1.8

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Notes to the financial statements continued

16 Derivative financial instruments óŁĸŪěĸůýù

During the year, the following movements on derivative financial instruments were

recognised in profit or loss:

	2025	2024
Profit or loss	£m	£m
Fair value loss on interest rate derivatives 1	(3.5)	(6.3)
Fair value gain on derivative liability – exchangeable bonds	0.5	5.4
Change in fair value of derivative financial instruments	(3.0)	(0.9)

Fair value loss on interest rate derivatives consists of £3.4 million loss on derivatives which matured on 31 December

2025 and £0.1 million loss on derivatives entered into on 30 December 2025. The derivatives entered into on 30

December 2025 had an upfront cost of £1.7 million.

17 Trade and other receivables

	2025	2024
	£m	£m
Non-current
Prepayments and accrued income 1	39.8	39.9
Amounts receivable from joint ventures 2	68.2	70.7
Other receivables 3	5.8	29.1
Trade and other receivables	113.8	139.7
Current
Rent receivable 4	13.3	9.9
Prepayments and accrued income 1	19.9	15.2
Other receivables	8.1	5.3
Trade and other receivables	41.3	30.4

Includes tenant lease incentives and deferred letting fees of £51.7 million (31 December 2024: £47.5 million).

Amounts receivable from joint ventures represents an interest-bearing loan of £93.7 million (31 December 2024: £89.9

million) provided to LSJV. The loan bears interest at 4.25 per cent per annum and is repayable on demand. As it is not

the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The loan has

been impaired by £25.5 million (31 December 2024: £19.2 million) to date. Included within current trade and other

receivables is working capital of £29.3 million (31 December 2024: £29.2 million) due from LSJV that has been fully

impaired. Refer to note 7 ‘Change in value of investments and other receivables’ for further detail.

Non-current other receivables include £5.7 million (31 December 2024: £29.1 million) of restricted cash held on

deposit as security for the secured debt with certain conditions restricting the use.

Rent receivable is shown net of an expected credit loss provision of £4.9 million (31 December 2024: £8.0 million).

18 Cash and cash equivalents

	2025	2024
	£m	£m
Cash at hand	1.9	11.7
Cash on short-term deposits	344.0	98.1
Cash	345.9	109.8
Tenant deposits 1	15.5	14.2
Cash and cash equivalents	361.4	124.0

Tenant deposits included above relate to cash held on deposit as security against tenant rent payments which

are subject to certain restrictions and therefore not available for general use by the Group. The deposits are

held in bank accounts administered by the Group and are therefore included within cash and cash equivalents

in the consolidated balance sheet. In addition, cash deposits against tenants’ rent payment obligations totalling

£26.5 million (31 December 2024: £22.2 million) are held in bank accounts administered by the Group’s

managing agents which are not included within the consolidated balance sheet.

19 Trade and other payables

	2025	2024
	£m	£m
Rent in advance	27.6	22.1
Accruals	37.2	42.7
Other payables	24.0	14.9
Other taxes and social security	9.3	5.1
Trade and other payables	98.1	84.8

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Notes to the financial statements continued

20 Borrowings

				2025
	Carrying			Fixed	Floating	Fair	Nominal
	value	Secured	Unsecured	rate	rate	value	value
	£m	£m	£m	£m	£m	£m	£m
Current
Loan notes	162.5	–	162.5	162.5	–	160.9	162.5
Exchangeable bonds 1	275.9	275.9	–	275.9	–	274.2	275.0
	438.4	275.9	162.5	438.4	–	435.1	437.5
Non-current
Bank loans	68.7	–	68.7	–	68.7	75.0	75.0
Loan notes	217.1	–	217.1	217.1	–	199.7	217.5
Secured loans	486.6	486.6	–	486.6	–	497.2	517.4
	772.4	486.6	285.8	703.7	68.7	771.9	809.9
Total borrowings	1,210.8						1,247.4
Cash, excluding tenant deposits							(345.9)
Net debt							901.5

				2024
	Carrying			Fixed	Floating	Fair	Nominal
	value	Secured	Unsecured	rate	rate	value	value
	£m	£m	£m	£m	£m	£m	£m
Non-current
Bank loans	269.9	–	269.9	–	269.9	269.9	275.0
Loan notes	379.3	–	379.3	379.3	–	341.0	380.0
Secured loans	545.8	545.8	–	545.8	–	544.8	584.8
Exchangeable bonds 1	272.8	272.8	–	272.8	–	263.1	275.0
	1,467.8	818.6	649.2	1,197.9	269.9	1,418.8	1,514.8
Total borrowings	1,467.8						1,514.8
Cash, excluding tenant deposits							(109.8)
Net debt							1,405.0

Fair value of exchangeable bonds includes the fair value of the option component of £1.3 million (31 December 2024: £1.8 million) as disclosed in note 16 ‘Derivative financial instruments’.

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Shaftesbury Capital PLC | 2025 Annual Report 182

Notes to the financial statements continued

20 BorrowingsȃóŁĸŪěĸůýù

£517.4 million (31 December 2024: £584.8 million) (nominal value) of the Group’s

borrowings are secured by fixed charges over certain investment properties held by

subsidiaries, with a market value of £1,686.4 million (31 December 2024: £1,681.1

million), and by floating charges over the assets of certain subsidiaries.

There are currently no restrictions on the remittance of income from investment

properties.

Certain borrowing agreements contain financial and other covenants that, if

contravened, could alter the repayment profile. Details of financial covenants are

included in note 23 ‘Financial risk management’. The Group has complied with the

financial covenants of all its borrowings during both years presented.

The Group has three revolving credit facilities totalling £750 million, which are

undrawn at 31 December 2025.

Undrawn facilities and cash attributable to the Group, excluding tenant deposits, at

31 December 2025 were £1,095.9 million (31 December 2024: £559.8 million).

The fair value of the Group’s floating rate borrowings has been estimated using the

market rates, which approximates nominal value, and are classified as Level 2 fair

values as defined by IFRS 13. The fair values of fixed rate borrowings have been

determined by using a discounted cash flow approach, using a current borrowing

rate. The loans are classified as Level 3 fair value measurements as defined by IFRS

13 due to the use of unobservable inputs, including own credit risk. The different

valuation levels are defined in note 12 ‘Property portfolio’.

	2025
	Current	Non-current
	borrowings	borrowings
Analysis of movement in borrowings	£m	£m
Balance at 1 January	–	1,467.8
Borrowings drawn	–	25.0
Borrowings repaid	–	(292.4)
Other net cash movements	–	(9.8)
Other non-cash movements	–	20.2
Reclassification from non-current to current	438.4	(438.4)
Balance at 31 December	438.4	772.4

	2024
	Current	Non-current
	borrowings	borrowings
Analysis of movement in borrowings	£m	£m
Balance at 1 January	94.9	1,534.8
Borrowings drawn	–	135.0
Borrowings repaid	(95.0)	(210.0)
Other net cash movements	–	(3.5)
Other non-cash movements	0.1	11.5
Balance at 31 December	–	1,467.8

The maturity profile of gross debt is as follows:

	2025	2024
	£m	£m
Wholly repayable in one year	437.5	–
Wholly repayable in more than one year but not more than five years	407.4	982.3
Wholly repayable in more than five years	402.5	532.5
	1,247.4	1,514.8

21 Lease liabilities

Lease liabilities included within investment property

(a) Minimum lease payments under lease obligations

	2025	2024
	£m	£m
Not later than one year	0.3	0.3
Later than one year and not later than five years	1.1	1.2
Later than five years	6.7	7.6
	8.1	9.1
Future finance charges on lease liabilities	(5.5)	(6.1)
Total undiscounted lease liabilities	2.6	3.0

(b) Present value of minimum lease obligations

	2025	2024
	£m	£m
Not later than one year	0.3	0.3
Later than one year and not later than five years	0.7	1.0
Later than five years	1.6	1.7
Present value of lease liabilities	2.6	3.0



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Shaftesbury Capital PLC | 2025 Annual Report 183

Notes to the financial statements continued

21 Lease liabilities óŁĸŪěĸůýù

Lease liabilities included within investment property óŁĸŪěĸůýù

Lease liabilities included under investment property are in respect of leasehold

interests in investment property. Certain leases provide for payment of contingent

rent, usually a proportion of rental income in addition to the minimum lease

payments above. £0.3 million contingent rent has been paid during the year (31

December 2024: £0.3 million).

These lease liabilities are effectively secured obligations, as the rights to the leased

asset revert to the lessor in the event of default.

22 Operating leases

The Group earns rental income by leasing its investment property to tenants under

operating leases.

In the United Kingdom standard commercial leases vary considerably between

markets and locations but typically are for a term of five to fifteen years at market

rent with provisions to review every five years.

The Group is exposed to changes in the residual value of properties at the end of the

current leases. This residual value risk is mitigated through the implementation of

active asset management initiatives which aim to ensure the Group enters into new

leasing deals prior to the expiry of current leases. The Group also offers lease

incentives to encourage high-quality tenants to remain in properties for longer lease

terms. Expectations about the future residual values are reflected in the fair value of

the properties.

The future undiscounted minimum lease amounts receivable under non-cancellable

operating leases are as follows:

	2025	2024
	£m	£m
Within one year	170.6	165.8
Between one and two years	145.5	141.8
Between two and three years	119.7	120.8
Between three and four years	94.1	99.7
Between four and five years	70.9	75.3
Later than five years	327.0	353.7
Total undiscounted minimum lease receivables	927.8	957.1

The consolidated income statement includes nil (31 December 2024: £0.4 million)

recognised in respect of expected increased rent resulting from outstanding reviews

where the actual rent will only be determined on settlement of the rent review.

Certain leases provide for the payment of variable rent, usually a portion of the

customer’s turnover, in addition to the minimum lease payments above. £5.0 million

variable rent has been included in the consolidated income statement during the year

(31 December 2024: £4.9 million).

23 Financial risk management

The Group’s financial risk management strategy seeks to set financial limits for

treasury activity to ensure they are in line with the risk appetite of the Group. The

Group is exposed to a variety of risks arising from the Group’s operations: market

risk, liquidity risk and credit risk. The following table sets out each class of financial

asset and financial liability as at 31 December:

Categories of financial instruments

		2025		2024
			(Loss)/gain		(Loss)/gain
		Carrying	to income	Carrying	to income
		value	statement	value	statement
	Note	£m	£m	£m	£m
Derivative financial assets	16	1.6	(3.5)	3.4	(6.3)
Fair value through profit and loss		1.6	(3.5)	3.4	(6.3)
Cash and cash equivalents	18	361.4	–	124.0	–
Other financial assets 1	17	95.4	–	115.0	–
Total cash and other financial
assets		456.8	–	239.0	–
Derivative financial liabilities	16	(1.3)	0.5	(1.8)	5.4
Fair value through profit and loss		(1.3)	0.5	(1.8)	5.4
Borrowings	20	(1,210.8)	–	(1,467.8)	–
Lease liabilities	21	(2.6)	–	(3.0)	–
Other financial liabilities 2	19	(70.5)	–	(62.7)	–
Total borrowings and other financial liabilities		(1,283.9)	–	(1,533.5)	–

Includes rent receivable, amounts due from joint ventures and associates and other receivables.

Includes trade and other payables (excluding rents in advance).

The majority of the Group’s financial risk management is carried out by the Group’s

treasury function under policies approved by the Board of Directors. The policies for

managing each of these risks and the principal effects of these policies on the results

for the year are summarised on the following pages.

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Shaftesbury Capital PLC | 2025 Annual Report 184

Notes to the financial statements continued

23 Financial risk management óŁĸŪěĸůýù

Market risk

Interest rate risk

Interest rate risk comprises both cash flow and fair value risks. Cash flow interest

rate risk is the risk that the future cash flows of a financial instrument will fluctuate

due to changes in market interest rates. Fair value risk is the risk that the fair value of

financial instruments will fluctuate as a result of changes in market interest rates.

The Group’s interest rate risk arises from borrowings issued at variable rates that

expose the Group to cash flow interest rate risk, whereas borrowings issued at fixed

interest rates expose the Group to fair value interest rate risk.

It is Group policy, and often a requirement of our lenders, to eliminate substantially

all short and medium-term exposure to interest rate fluctuations in order to establish

certainty over medium-term cash flows by using fixed interest rate derivatives.

Interest rate derivatives have the economic effect of converting borrowings from

floating to fixed rates. Interest rate caps protect the Group by capping the maximum

interest rate payable. Interest rate collars protect the Group by capping the

maximum interest rate payable at the collar’s ceiling but forego the profitability of

interest rate falls below a certain floor.

The Group’s policy is to ensure that interest rate protection on Group external debt

is greater than 25 per cent.

The Group has entered into various non-traded derivative instruments to manage its

exposure to interest rate risk. These derivatives have not been designated as

hedging instruments and therefore they are classified as financial derivatives at fair

value through profit or loss.

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

protection in place, taking into account £300 million of hedging which provides for a

cap of 3.0 per cent on SONIA exposure until the end of 2026, and interest on cash

deposits.

The derivative contracts require settlement of net interest receivable or payable

every 90 days. The settlement dates coincide with the dates on which interest is

payable on the underlying debt.

The sensitivity analysis below illustrates the impact of a 100 basis point (“bps”) shift,

upwards and downwards, in the level of interest rates on the movement in fair value

of interest rate derivatives entered into by the Group.

	Increase in	Decrease in	Increase in	Decrease in
	interest rates	interest rates	interest rates	interest rates
	by 100 bps	by 100 bps	by 100 bps	by 100 bps
	2025	2025	2024	2024
	£m	£m	£m	£m
Effect on profit before tax (change in fair value of derivative financial instruments):
Increase/(decrease)	2.7	(1.5)	2.3	(2.1)

The sensitivity analysis above is a reasonable illustration of the possible effect from

the changes in slope and shifts in the yield curve that may actually occur and

represents management’s assessment of possible changes in interest rates. 100 bps

has been used in 2025 (31 December 2024: 100 bps) to reflect current

macroeconomic conditions. The fixed rate derivative financial instruments are

matched by floating rate debt, therefore such a movement would have a very limited

effect on Group cash flow overall.

Liquidity risk

Liquidity risk is managed to ensure that the Group is able to meet future payment

obligations when financial liabilities fall due.

The Group’s policy is to seek to minimise its exposure to liquidity risk by managing its

exposure to interest rates and its ability to refinance. The Group seeks to achieve an

appropriate balance between a number of factors, including tenor and costs.

Liquidity analysis is intended to provide sufficient headroom to meet the Group’s

operational requirements and investment commitments.

The Group’s policy also includes maintaining adequate cash, as well as maintaining

adequate committed and undrawn facilities.

A key factor in ensuring existing facilities remain available to the Group is the

borrowing entity’s ability to meet the relevant facility’s financial covenants. The

Group has a process to regularly monitor both current and projected compliance

with the financial covenants.

The Group regularly reviews the maturity profile of its financial liabilities and will

seek to avoid concentrations of maturities through the regular replacement of

facilities and by staggering maturity dates. Refinancing risk may be reduced by

reborrowing prior to the contracted maturity date, effectively switching liquidity risk

for market risk. This is subject to credit facilities being available at the time of the

desired refinancing.

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Notes to the financial statements continued

23 Financial risk management óŁĸŪěĸůýù

Liquidity risk óŁĸŪěĸůýù

The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual obligations to make payments of interest and to repay

principal. The unsecured revolving credit facilities totalling £750 million are not included for 2025 as these facilities were undrawn as at 31 December 2025. Where interest

payment obligations are based on a floating rate, the rates used are those implied by the par yield curve.

						2025
	Carrying	Within 1 yr		Between 1-2 yrs		Between 3-5 yrs		Over 5 yrs
	value	(2026)		(2027-2028)		(2029-2030)		(2031 onwards)		Total
		Interest	Principal	Interest	Principal	Interest	Principal	Interest	Principal	Interest	Principal
Group	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Non-derivatives
Loan notes	379.6	10.2	162.5	10.6	100.0	5.9	35.0	7.6	82.5	34.3	380.0
Unsecured bank loans	68.7	7.0	–	14.3	–	6.8	75.0	–	–	28.1	75.0
Secured loans	486.6	24.0	–	48.0	–	40.8	197.4	56.7	320.0	169.5	517.4
Exchangeable bonds	275.9	2.7	275.0	–	–	–	–	–	–	2.7	275.0
Other payables	70.5	–	70.5	–	–	–	–	–	–	–	70.5
Total non-derivatives	1,281.3	43.9	508.0	72.9	100.0	53.5	307.4	64.3	402.5	234.6	1,317.9
Derivatives
Interest rate derivatives	(1.6)	(1.6)	–	–	–	–	–	–	–	(1.6)	–
Total derivatives	(1.6)	(1.6)	–	–	–	–	–	–	–	(1.6)	–

						2024
	Carrying	Within 1 yr		Between 1-2 yrs		Between 3-5 yrs		Over 5 yrs
	value	(2025)		(2026-2027)		(2028-2029)		(2030 onwards)		Total
		Interest	Principal	Interest	Principal	Interest	Principal	Interest	Principal	Interest	Principal
Group	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Non-derivatives
Loan notes	379.3	10.2	–	16.2	212.5	10.6	85.0	7.6	82.5	44.6	380.0
Unsecured bank loans	269.9	20.2	–	23.2	200.0	6.5	75.0	–	–	49.9	275.0
Secured loans	545.8	27.0	–	54.0	–	69.2	264.8	56.8	320.0	207.0	584.8
Exchangeable bonds	272.8	5.5	–	2.7	275.0	–	–	–	–	8.2	275.0
Other payables	62.7	–	62.7	–	–	–	–	–	–	–	62.7
Total non-derivatives	1,530.5	62.9	62.7	96.1	687.5	86.3	424.8	64.4	402.5	309.7	1,577.5
D e r i v a t i v e s
Interest rate derivatives	(3.4)	(3.4)	–	-	–	–	–	–	–	(3.4)	–
Total derivatives	(3.4)	(3.4)	–	-	–	–	–	–	–	(3.4)	–



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Shaftesbury Capital PLC | 2025 Annual Report 186

Notes to the financial statements continued

23 Financial risk management óŁĸŪěĸůýù

Liquidity risk óŁĸŪěĸůýù

Contractual maturities reflect the expected maturities of financial instruments.

The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at the reporting date and these amounts may

change as market interest rates change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates change. Except

for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts based

on the current drawn facility balances.

Financial covenants

The Group has three unsecured revolving credit facilities, loan notes, secured loans, exchangeable bonds and an unsecured term loan that contain loan covenants. Details of

these loans are disclosed in note 20 ‘Borrowings’. A future breach of covenant may require the Group to repay the facilities earlier than indicated in the above table. Details

of the loan covenants are set out below:

			31 December 2025
		Nominal value	Carrying value	LTV	Interest cover
	Maturity	£m	£m	covenant 2	covenant 2
Loan notes	2026–2037	380.0	379.6	60%	1.20x
Exchangeable bonds	2026	275.0	275.9	N/A	N/A
Unsecured term loan 1	2029	75.0	68.7	60%	1.20x
Secured term loan (Canada Life)	2029	67.4	65.0	60%	1.40x
Secured term loans (Aviva)	2030–2035	450.0	421.6	65%	1.35x
Unsecured revolving credit facilities (undrawn) 1	2029-2030	750.0	–	60%	1.20x

Additional covenants include that Group unencumbered assets are equal to or exceed 1.5x of Group unsecured debt, and subsidiary unencumbered assets are equal to or exceed 1.25x of the Company unsecured debt.

The covenants of the drawn loan balances are defined within the Glossary.

Financial covenants

Under the terms of the debt agreements, the secured term loan covenants are

calculated quarterly, and the covenants for the remaining debt agreements are

calculated at the end of each annual and interim reporting period. There are no

indications that the Group would have difficulties complying with the covenants when

they will next be tested.

Credit risk

The Group’s principal financial assets are trade and other receivables, amounts

receivable from joint ventures and cash and cash equivalents. Credit risk is the risk

of financial loss if a customer or counterparty fails to meet an obligation under a

contract. Credit risk arises primarily from trade receivables relating to customers

but also from the Group’s undrawn commitments and holdings of assets such

as cash deposits and loans with counterparties. The carrying value of financial assets

recorded in the consolidated financial statements represents the Group’s maximum

exposure to credit risk without taking into account the value of any deposits or

guarantees obtained.

Trade and other receivables:

Credit risk associated with trade receivables is actively managed; customers are

managed individually by asset managers, who continuously monitor and work with

customers, anticipating and wherever possible identifying and addressing risks prior

to default. Customers are managed through a large and diverse customer base to

reduce the credit risk to the Group. Trade receivables are less than one per cent of

total assets at 31 December 2025 (31 December 2024: less than one per cent) and

are £18.2 million as at 31 December 2025 (31 December 2024: £17.9 million).

Prospective customers are assessed through an internally conducted review

process, by obtaining credit ratings and reviewing financial information. As a result,

deposits or guarantees may be obtained. The amount of deposits held as collateral

at 31 December 2025 was £42.0 million (31 December 2024: £36.4 million). £26.5

million (31 December 2024: £22.2 million) of the cash deposits held against

customers’ rent payment obligations are in bank accounts administered by the

Group’s managing agents which are not included within the consolidated balance

sheet.

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Shaftesbury Capital PLC | 2025 Annual Report 187

Notes to the financial statements continued

23 Financial risk management óŁĸŪěĸůýù

Credit risk óŁĸŪěĸůýù

Rent receivable balances are provided against by applying the IFRS 9 expected

credit loss model which uses a lifetime expected loss allowance. In assessing

the provision the Group identifies risk factors associated by sector and the type of

rent receivable outstanding (rent arrears, service charge, other). In determining the

provision on a customer by customer basis, the Group considers both recent

payment history and future expectations of the customer’s ability to pay or possible

default in order to recognise an expected credit loss allowance.

Trade receivable balances are written off when there is no reasonable expectation

of recovery or when a rent concession is provided for past due rent. Indicators that

there is no reasonable recovery include the failure of the debtor to engage in a

repayment plan with the Group and a failure to make contractual payments.

The amounts of trade receivables presented in the consolidated balance sheet are

net of expected credit losses.

Ageing of gross trade receivables and loss allowances were as follows:

	2025		2024
	£m		£m
	Gross		Gross
	carrying	Loss	carrying	Loss
	amount	allowance	amount	allowance
Not yet due	1.2	(0.1)	–	–
0-90 days	10.4	(1.7)	7.4	(1.1)
91-180 days	2.2	(0.9)	4.0	(1.3)
Over 180 days	4.4	(2.2)	6.5	(5.6)
Trade receivables	18.2	(4.9)	17.9	(8.0)

Set out below is the movement in the loss allowance of trade receivables:

	2025	2024
	£m	£m
As at 1 January	(8.0)	(4.8)
Write-off	6.4	0.7
Provision for expected credit loss allowance	(3.3)	(3.9)
Loss allowance at 31 December	(4.9)	(8.0)

Aged customer balances over 90 days have declined following the write-off of trade

receivable balances resulting in a reduced loss allowance. £6.4 million of the trade

receivable balances were written off due to the finalisation of customer

administrations during the year.

As the Group operates predominantly in central London, it is subject to some

geographical concentration risk. However, this is mitigated by the extensive range of

customers from varying business sectors and the credit review process as noted

above.

Customer concentration risk is limited due to the large and diverse customer base,

with no one customer providing more than 10 per cent of the Group’s rental income.

Amounts receivable from joint ventures:

Included within receivables, net of impairment is nil (31 December 2024: nil) working

capital facility advanced to the Lillie Square joint venture and an interest-bearing loan of

£68.2 million (31 December 2024: £70.7 million). The carrying value of the investment

in the joint venture is nil (31 December 2024: nil) as the Group’s share of losses exceeds

the cost of its investment. Total funding advanced to the joint venture, including the

working capital facility and an interest-bearing loan, has been impaired by £54.8

million cumulatively. Details of the impairment are set out in note 7 ‘Change in value

of investments and other receivables’.

Cash, deposits and derivative financial instruments:

The credit risk relating to cash, deposits and derivative financial instruments is

actively managed by the Group’s treasury function. Relationships are maintained with

a number of institutional counterparties, ensuring compliance with Group cash

investment policy relating to limits on the credit ratings of counterparties. The

maximum exposure to cash and deposits, excluding tenant deposits, as at 31

December 2025 amounted to £351.6 million (31 December 2024: £114.7 million),

including the Group’s share of joint venture cash. The maximum fair value exposure

to derivative financial instruments is £0.3 million (31 December 2024: £1.6 million).

Gross carrying value and loss allowance of other receivables (excluding trade

receivables) are set out in the table below:

	2025		2024
	£m		£m
	Gross		Gross
	carrying	Loss	carrying	Loss
	amount	allowance	amount	allowance
Amounts receivable from joint ventures
and associates	123.0	(54.8)	119.0	(48.3)
Other receivables	75.2	(1.6)	90.4	(0.9)

Fair value estimation

Financial instruments carried at fair value are required to be analysed by level

depending on the valuation method adopted under IFRS 13. The different valuation

levels are defined in note 12 ‘Property portfolio’.

The Group’s financial assets and liabilities carried at fair value are derivative

financial instruments. The fair values of derivative financial instruments are

determined from observable market prices or estimated using appropriate yield

curves at 31 December each year by discounting the future contractual cash flows to

the net present values.

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Shaftesbury Capital PLC | 2025 Annual Report 188

Notes to the financial statements continued

23 Financial risk management óŁĸŪěĸůýù

Fair value estimation óŁĸŪěĸůýù

The fair values of the Group’s derivative financial instruments are reflected within

note 16 ‘Derivative financial instruments’ and are classified as Level 2 fair values as

defined by IFRS 13. There were no transfers between levels during the current and

prior year.

The fair values of the Group’s cash and cash equivalents, other financial assets

carried at amortised cost, and other financial liabilities are not materially different

from those at which they are carried in the consolidated financial statements.

Capital structure

The Group seeks to enhance shareholder value both by investing in the business so

as to improve the return on investment and by managing the capital structure

appropriately. The Group uses a mix of equity, debt and other financial instruments,

and aims to access both debt and equity capital markets efficiently.

The key ratios used to monitor the capital structure of the Group, reflecting debt

financial covenants, are loan-to-value and the interest cover ratios. The Group aims

not to exceed a loan-to-value ratio of more than 40 per cent and to maintain interest

cover above 125 per cent. These ratios are disclosed on a Group share basis on the

nominal value of debt and market value of investment properties. In addition, net

debt to EBITDA is a useful indicator of balance sheet strength. This rate has

enhanced significantly during the year, reducing from 10.9 to 6.6 times. These

metrics are discussed in the Financial review on page 42.

		2025	2024
Loan-to-value (Group share)	Note	£m	£m
Debt at nominal value	20	1,247.4	1,514.8
Adjusted for non-controlling interest 1		(95.0)	–
Debt at nominal value – Group share (A)		1,152.4	1,514.8
Cash	18	(345.9)	(109.8)
Adjusted for non-controlling interest		6.8	–
Cash – Group share (B)		(339.1)	(109.8)
Net debt (C = A+B)		813.3	1,405.0
Total market value of property portfolio (Group share) (B)	12	4,700.7	4,973.5
Loan-to-value (C/B) 2		17.3%	28.2%

Represents 25 per cent of £380 million, which is the nominal value of debt as per note 15 ‘Non-controlling interest’.

Loan-to-value excludes amounts allocated to non-controlling interest and the Lillie Square joint venture.

		2025	2024
Interest cover (Group share)	APM table	£m	£m
Finance costs	Table 1	(61.6)	(72.0)
Finance income	Table 1	20.2	14.8
Net underlying finance costs (A)		(41.4)	(57.2)
Underlying operating income:
Gross profit	Table 1	161.1	167.1
Other income	Table 1	3.0	–
Underlying operating income (B)		164.1	167.1
Interest cover (B/A) 1		396.4%	292.1%

Interest cover excludes amounts allocated to non-controlling interest and the Lillie Square joint venture.

24 Deferred tax

The corporation tax rate referred to in note 10 ‘Taxation’ has been enacted for the

purposes of IAS 12 ‘Income Taxes’ (“IAS 12”) and therefore has been reflected in

these consolidated financial statements based on the expected timing of the

realisation of deferred tax.

Deferred tax on investment property is calculated under IAS 12 provisions on a

disposals basis by reference to the property’s original tax base cost. Properties that

fall within the Group’s qualifying REIT activities will be outside the charge to UK

corporation tax subject to certain conditions being met. The Group’s recognised

deferred tax position on investment property as calculated under IAS 12 is nil at

31 December 2025 (31 December 2024: nil).

		Fair value of
	Accelerated	derivative	Other	Non-REIT
	capital	financial	temporary	Group
	allowances	instruments	differences	losses	Total
	£m	£m	£m	£m	£m
Provided deferred tax provision:
At 1 January 2024	0.5	0.9	–	(1.4)	–
Consolidated income statement items	–	(0.9)	–	0.9	–
At 31 December 2024	0.5	–	–	(0.5)	–
Consolidated income statement items	(0.5)	–	2.1	(1.6)	–
At 31 December 2025	–	–	2.1	(2.1)	–
Unrecognised deferred tax assets:
At 1 January 2024	–	–	(0.9)	(21.4)	(22.3)
Consolidated income statement items	–	(0.7)	(1.5)	(1.0)	(3.2)
At 31 December 2024	–	(0.7)	(2.4)	(22.4)	(25.5)
Consolidated income statement items	–	0.7	(3.0)	(0.1)	(2.4)
At 31 December 2025	–	–	(5.4)	(22.5)	(27.9)

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Shaftesbury Capital PLC | 2025 Annual Report 189

Notes to the financial statements continued

24 Deferred tax óŁĸŪěĸůýù

In accordance with the requirements of IAS 12, deferred tax assets are only recognised

to the extent that the Group believes it is probable that future taxable profits will be

available against which the deferred tax assets can be recovered. As at 31 December

2025, the Group has unrecognised deferred tax assets of £27.9 million (31 December

2024: £25.5 million) in relation to £89.7 million (31 December 2024: £89.8 million) of gross

losses carried forward within its residual business and £21.7 million (31 December 2024:

£12.4 million) of other deductible temporary differences.

25 Share capital and share premium issued and fully paid

Group and Company

	Issue		Share	Share
	price	Number	capital	premium
Issue type	(pence)	of shares	£m 1	£m
At 1 January 2024		1,953,170,495	488.2	232.5
Issued to satisfy employee share scheme awards 2	25	7,643	–	–
At 31 December 2024		1,953,178,138	488.2	232.5
At 31 December 2025		1,953,178,138	488.2	232.5

Nominal value of share capital of 25 pence per share.

On 10 June 2024, 7,643 new shares were issued to satisfy employee share scheme awards.

26 Capital commitments

At 31 December 2025, the Group was contractually committed to £10.8 million

(31 December 2024: £24.1 million) of future expenditure for the purchase,

refurbishment and enhancement of investment property.

The Group’s share of joint venture capital commitments arising from LSJV amounts

to nil (31 December 2024: nil).

27 Contingent liabilities

The Group has contingent liabilities in respect of legislation, sustainability targets,

legal claims, guarantees and warranties arising from the ordinary course of business.

There are no contingent liabilities that require disclosure or recognition in the

consolidated financial statements in the current and prior year.

28 Cash flow information

(a) Cash generated from operations

		2025	2024
	Note	£m	£m
Profit before tax		387.1	252.4
Adjustments:
Gain on revaluation and sale of investment property 1		(322.5)	(197.6)
Change in value of investments and other receivables	7	6.5	7.0
Depreciation 2	13	0.9	0.7
Amortisation of tenant lease incentives and other direct
costs		0.5	(5.6)
Provision for expected credit loss	4	3.3	3.9
Profit from joint ventures and associates	14	–	(4.5)
Share-based payments expense	30	8.3	3.1
Finance income	8	(20.5)	(14.8)
Other finance income	8	(4.0)	(4.5)
Finance costs	9	63.8	72.0
Other finance costs	9	9.7	6.5
Change in fair value of derivative financial instruments	16	3.0	0.9
Loss on sale of associate	14	–	4.0
Loss on sale of investments and subsidiaries 3		1.0	–
Change in working capital:
Change in trade and other receivables		15.6	(4.6)
Change in trade and other payables		8.5	(10.2)
Cash generated from operations		161.2	108.7

Included within the gain on revaluation and sale of investment property in the consolidated income statement is cash

transaction costs of £0.7 million (31 December 2024: £3.0 million) incurred on the disposal of property.

£0.2 million (31 December 2024: £0.3 million) of depreciation is recognised within note 5 ‘Administration expenses’ and

£0.7 million (31 December 2024: £0.4 million) is recognised within note 4 ‘Gross profit’.

Included within loss on sale of investments and subsidiaries in the consolidated income statement are cash

transaction costs of £5.7 million.

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Shaftesbury Capital PLC | 2025 Annual Report 190

Notes to the financial statements continued

28 Cash flow information óŁĸŪěĸůýù

(b) Reconciliation of cash flows from financing activities

The table below sets out the reconciliation of the movements in borrowings to cash

flows arising from financing activities:

				Derivative
				liability –	Total liabilities
		Long-term	Short-term	exchangeable	from financing
		borrowings	borrowings	bonds	activities
	Note	£m	£m	£m	£m
Balance at 1 January 2024		1,534.8	94.9	7.2	1,636.9
Cash flows from financing activities
Repayment of bank loans	20	(210.0)	(95.0)	–	(305.0)
Drawdown of revolving credit
facility and secured loan	20	135.0	–	–	135.0
Total cash flows used in financing
activities		(75.0)	(95.0)	–	(170.0)
Other movements
Transaction costs associated with financing activities		(3.5)	–	–	(3.5)
Amortisation and unwind of fair value adjustment on debt		11.5	0.1	(5.4)	6.2
Total other movements		8.0	0.1	(5.4)	2.7
Balance at 31 December 2024		1,467.8	–	1.8	1,469.6
Cash flows from financing
activities
Repayment of bank loans	20	(292.4)	–	–	(292.4)
Drawdown of revolving credit
facility and secured loan	20	25.0	–	–	25.0
Total cash flows used in financing
activities		(267.4)	–	–	(267.4)
Other movements
Transaction costs associated with financing activities		(4.3)	–	–	(4.3)
Interest on exchangeable bonds		(5.5)	–	–	(5.5)
Amortisation and unwind of fair value adjustment on debt		20.2	–	(0.5)	19.7
Reclassification from non-current
to current	20	(438.4)	438.4	–	–
Total other movements		(428.0)	438.4	(0.5)	9.9
Balance as at 31 December 2025		772.4	438.4	1.3	1,212.1

29 Related party transactions

(a) Transactions with Directors

	2025	2024
Key management compensation 1	£m	£m
Short-term employee benefits	3.3	3.4
Termination benefits	–	0.7
Share-based payments	1.6	1.7
	4.9	5.8

Key management comprises the Directors of the Company, who have been determined to be the only individuals with

authority and responsibility for planning, directing and controlling the activities of the Group.

Share dealings

No Director had any dealings in the shares of any Group company between

31 December 2025 and 24 February 2026, being a date not more than one month

prior to the date of the notice convening the Annual General Meeting.

Other than as disclosed in these consolidated financial statements, no Director of the

Company had a material interest in any contract (other than service contracts),

transaction or arrangement with any Group company during the year ended

31 December 2025.

(b) Transactions between the Group and its subsidiaries and joint ventures

On 1 April 2025, NBIM Mary Limited, a subsidiary of Norges Bank Investment

Management, acquired a 25 per cent non-controlling interest in Covent Garden Real

Estate Holdings Limited (“Covent Garden estate”), a subsidiary of the Group. Prior to

the transaction, NBIM already had a 23.5 per cent shareholding in the Group. Details

of the transaction are set out in note 15 ‘Non-controlling interest’.

Transactions during the year between the Group and its subsidiaries and joint

ventures, which are related parties, are disclosed in notes 14 ‘Investments in joint

ventures and associates’, 17 ‘Trade and other receivables’ and 26 ‘Capital

commitments’. During the year the Group received management fee income of

£2.9 million (31 December 2024: nil) that was charged on an arm’s length basis.



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Shaftesbury Capital PLC | 2025 Annual Report 191

Notes to the financial statements continued

29 Related party transactions óŁĸŪěĸůýù

Property purchased by Directors of the Company

A related party of the Group, Lillie Square GP Limited, entered into the following

related party transaction as defined by IAS 24 ‘Related Party Disclosures’:

Situl Jobanputra, Chief Financial Officer of Shaftesbury Capital, and a family

member own an apartment in the Lillie Square development. The disclosures in

respect of this purchase were included in previous financial statements.

Owners of apartments in the Lillie Square development are required to pay annual

ground rent, insurance premium fees, maintenance work fees and bi-annual service

charge fees, which for Directors are related party transactions. During 2025,

£8,725 had been paid to a related party of the Shaftesbury Capital Group, Lillie

Square GP Limited, in relation to these charges.

Transactions with Directors are conducted at fair and reasonable market prices

based upon similar comparable transactions at that time. Where applicable,

appropriate approval has been provided. Lillie Square GP Limited acts in the

capacity of general partner to Lillie Square LP, a joint venture between the Group

and KFI.

30 Share-based payments

The Group operates a number of share-based payment schemes relating to

employee benefits and incentives. All schemes are equity settled with the increase in

equity measured by reference to the fair value of the Group’s equity instruments at

the grant date of the share awards. The corresponding expense is recognised on a

straight-line basis over the vesting period based on Group estimates of the number

of shares that are expected to vest. The total expense recognised in the

consolidated income statement in respect of share-based payments for 2025 was

£8.3 million (31 December 2024: £3.1 million). £6.5 million (31 December 2024: £3.1

million) of the charge relates to share-based payments expense and £1.8 million (31

December 2024: nil) relates to National Insurance accrual. £0.6 million (31 December

2024: nil) of the £8.3 million has been recognised within non-underlying

administration expenses.

All options have a vesting period of three years and a maximum contractual life of 10

years. The fair value of share awards is determined by the market price of the shares

at the grant date.

Full details of the performance criteria, vesting outcomes and any additional holding

periods for the Performance Share Plan are set out within the Directors’

remuneration report on pages 123 to 147.

1. Performance Share Plan

Nil-cost options, deferred bonuses and conditional awards may be awarded under

the Performance Share Plan (“PSP”). The Company may make a proportion of awards

as HMRC approved market value options.

Share options outstanding at 31 December 2025 have an exercise price of nil and a

weighted average remaining contractual life of five years and are exercisable

between 2026 and 2030.

(a) Nil cost options and deferred bonus awards

		Number of nil cost and
		deferred bonus options
	2025	2024
Outstanding at 1 January	11,906,773	6,476,714
Awarded during the year	5,729,674	5,430,059
Forfeited/lapsed during the year	(1,852,474)	–
Outstanding at 31 December	15,783,973	11,906,773
Exercisable at 31 December	615,090	–

(b) PSP conditional awards

		Number of PSP conditional
		awards
	2025	2024
Outstanding at 1 January	5,534,484	3,230,147
Awarded during the year	2,850,906	2,899,064
Forfeited/lapsed during the year	(439,121)	(594,727)
Outstanding at 31 December	7,946,269	5,534,484
Exercisable at 31 December	44,119	–

2. Fair value of share-based payments

The fair value of share awards is calculated using the Black-Scholes option pricing

model for the half that is subject to the total return performance condition and using

the stochastic pricing model for the half that is subject to the total shareholder

return performance condition. Inputs to the models for share awards granted during

the years ended 31 December 2025 and 2024 are as follows:

	2025	2024
Closing share price at grant date	126p	135p
Exercise price	0p-126p	0p–135p
Expected option life	3-5 years	3-5 years
Risk-free rate	4.37%	3.24%
Expected volatility 1	28.6-26.1%	30.3–31.5%
Expected dividend yield	0%	0%
Fair value per option	54p-126p	79p–135p

Expected volatility is a measure of an amount by which the share price is expected to fluctuate during the period.

Volatility is calculated by determining the movement in share price over the period commensurate with the holding

period immediately prior to the grant date.

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Shaftesbury Capital PLC | 2025 Annual Report 192

Notes to the financial statements continued

31 Related undertakings

The Company’s subsidiaries and other related undertakings at 31 December 2025

are listed below. All Group entities are included in the consolidated financial

statements.

Unless otherwise stated, the Company holds 100 per cent of the voting rights and

beneficial interests in the shares of the subsidiaries listed below. The share capital of

each of the companies, where applicable, comprises ordinary shares unless

otherwise stated.

Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square,

Edinburgh, Scotland, EH3 8FY

Related undertakings
Capco Investment London (No.6)	Capco Investment London (No.7) Scottish Limited
Limited 1,2	Partnership 2

Dormant entity.

Direct undertakings of the Company.

Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG

Related undertakings
Capital & Counties Properties (Jersey) 3	Capvestco Limited 1,2
Limited 1,2	Innova Investment Holdings Limited
Capvestco Earls Court Limited	Lillie Square LP Limited

Dormant entity.

Direct undertakings of the Company.

Registered address: Regal House, 14 James Street, London, WC2E 8BU

Related undertakings
20 The Piazza Limited	Covent Garden Management Services Limited 1,2
20 The Piazza Management Limited 1	Covent Garden Real Estate Holdings Limited (75%)
22 Southampton Street Limited	Floral Court Collection Management Limited 1
22 Southampton Street Management Limited 1 Floral Court Limited
34 Henrietta Street Limited	Innova Investment Management Limited 1
34 Henrietta Street Management Company	Lillie Square Clubhouse Limited (50%) 1,4
Limited 1	4
	Lillie Square Developments Limited (50%)
C & C Management Services Limited 2	Lillie Square GP Limited (50%) 4
C&C Properties UK Limited 2	Lillie Square LP (50%) 4
Capco Covent Garden Limited 2	Lillie Square Management Limited (50%) 4
Capco Covent Garden Residential Limited	Lillie Square Nominee Limited (50%) 1,4
Capco Group Treasury Limited 2	Shaftesbury AV Investment Limited
Capco London Limited 1	Shaftesbury AV Limited
Capital & Counties CG Limited	Shaftesbury Carnaby Limited
Capital & Counties CGP	Shaftesbury Charlotte Street Limited 1
Capital & Counties CG Nominee Limited 1	Shaftesbury Chinatown PLC
Capital & Counties Limited 2,3	Shaftesbury CL Investment Limited
Carnaby Estate Holdings Limited 1	Shaftesbury CL Limited
Carnaby Investments Limited 1	Shaftesbury Covent Garden Limited
Carnaby Property Investments Limited 1	Shaftesbury Covent Garden Property
1	Investments Limited 1
Charlotte Street Estate Holdings Limited
Chinatown Estate Holdings Limited 1	Shaftesbury Investments 2 Limited 1
Chinatown London Ltd 1	Shaftesbury Investments 4 Limited 1
Chinatown Property Investments Limited 1	Shaftesbury Investments 6 Limited 1
Covent Garden Estate Holdings Limited 1	Shaftesbury Investments 7 Limited 1
Covent Garden (43 Management) Limited 1	Shaftesbury Investments 8 Limited 1
Covent Garden (49 Wellington Street) Limited Shaftesbury Investments 9 Limited 1
Covent Garden Group Holdings Limited	Shaftesbury Investments 10 Limited 1
Covent Garden Holdings (No.1) Limited	Shaftesbury Limited 2
Covent Garden Holdings (No.2) Limited	Shaftesbury Soho Limited
Covent Garden Holdings (No.3) Limited	Shaftesbury West End Limited 1

Dormant entity.

Direct undertakings of the Company.

Ordinary and non-voting deferred shares.

Equity accounted joint ventures and associates.

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Shaftesbury Capital PLC | 2025 Annual Report 193

Shaftesbury Capital PLC Company balance sheet

As at 31 December 2025

Note

2025

£m

2024

£m

Non-current assets

Investments in Group companies II 3,654.3 2,129.4

Trade and other receivables III 2.2 1,523.4

3,656.5 3,652.8

Current assets

Trade and other receivables III 0.6 0.5

Derivative financial instruments IV 0.8 3.4

Cash and cash equivalents V 310.4 –

311.8 3.9

Total assets 3,968.3 3,656.7

Non-current liabilities

Borrowings VI (71.1) (542.7)

Derivative financial instruments IV – (1.8)

(71.1) (544.5)

Current liabilities

Borrowings VI (275.9) –

Derivatives financial instruments IV (1.3) –

Trade and other payables VII (950.0) (16.1)

(1,227.2) (16.1)

Total liabilities (1,298.3) (560.6)

Net assets 2,670.0 3,096.1

Equity

Share capital 25 488.2 488.2

Other components of equity 2,181.8 2,607.9

Total equity 2,670.0 3,096.1

The loss for the year attributable to shareholders of the Company is £360.4 million

(31 December 2024: £39.7 million profit). References in Roman numerals refer to the

notes to the Company financial statements, references in numbers refer to the notes

to the Group financial statements.

These financial statements of Shaftesbury Capital PLC (registered number:

07145051) have been approved for issue by the Board of Directors on 24 February

2026 and signed on its behalf by:

Ian Hawksworth Situl Jobanputra

Chief Executive Chief Financial Officer

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Shaftesbury Capital PLC | 2025 Annual Report 194

Shaftesbury Capital PLC Company statement of changes in equity

For the year ended 31 December 2025

Note

capital

£m

premium

£m

Own

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Share-based

payments

reserve

£m

Retained

earnings

£m

Total

equity

£m

At 1 January 2024 488.2 232.5 (0.8) 1.5 1,223.9 1.3 1,172.1 3,118.7

Profit and total comprehensive income for the year – – – – – – 39.7 39.7

Dividends 11 – – – – – – (65.4) (65.4)

Fair value of share-based payments 30 – – – – – 3.1 – 3.1

Balance at 31 December 2024 488.2 232.5 (0.8) 1.5 1,223.9 4.4 1,146.4 3,096.1

Loss and total comprehensive expense for the year – – – – – – (360.4) (360.4)

Dividends 11 – – – – – – (72.2) (72.2)

Fair value of share-based payments 30 – – – – – 6.5 – 6.5

Balance at 31 December 2025 488.2 232.5 (0.8) 1.5 1,223.9 10.9 713.8 2,670.0



Represents 3,146,886 shares held by the Group’s Employee Benefit Trust in respect of employee share awards.



Represents non-qualifying consideration received by the Group following previous share placings and the all-share merger with Shaftesbury PLC in 2023. The amounts taken to the merger reserve do not currently meet the criteria for qualifying

consideration and therefore will not form part of distributable reserves as they form part of linked transactions.

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Shaftesbury Capital PLC | 2025 Annual Report 195

Shaftesbury Capital PLC Notes to the Company financial statements

I Principal accounting policies

General information

Shaftesbury Capital PLC (the “Company”) was incorporated and registered in England

and Wales and domiciled in the United Kingdom on 3 February 2010 under the

Companies Act as a public company limited by shares, registration number 7145051.

The registered office of the Company is Regal House, 14 James Street, London, WC2E

8BU, United Kingdom. The principal activity of the Company is to act as the ultimate

parent company of Shaftesbury Capital PLC Group (the “Group”), whose principal

activity is the investment in and management of property.

Basis of preparation

The Company’s financial statements are prepared in accordance with Financial

Reporting Standard 101 ‘Reduced Disclosure Framework’ (“FRS 101”), and in

conformity with the requirements of the Companies Act 2006.

The Employee Benefit Trust (“EBT”) is consolidated on the basis that the Company

has control. The assets and liabilities of the EBT are therefore included in the

Company balance sheet and shares in the Company held by the EBT are presented

as a deduction from equity.

The financial statements have been prepared on a going concern basis under the

historical cost convention as modified for the revaluation of derivative financial

instruments.

The Directors have taken advantage of the exemption offered by section 408 of the

Companies Act 2006 and do not present a separate income statement or statement

of comprehensive income for the Company.

In these financial statements, the Company has taken advantage of the exemptions

available under FRS 101 in respect of the following disclosures:

 IFRS 7, ‘Financial instruments: Disclosures’;

 Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurements’ (disclosure of valuation

techniques and inputs used for fair value measurement of assets and liabilities);

 Paragraph 38 of IAS 1, ‘Presentation of financial statements’, comparative

information in respect of paragraph 79(a)(iv) of IAS 1 (reconciliation of number of

shares at the beginning and end of the period);

 IAS 7, ‘Statement of cash flows’;

 Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting

estimates and errors’ (requirement for the disclosure of information when an entity

has not applied a new IFRS that has been issued but not yet effective);

 Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management

compensation); and

 The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party

transactions entered into between two or more members of the group).

In the current year, the Company has applied the below amendment to IFRS

Standards and Interpretations issued by the International Accounting Standards

Board that is effective for annual periods that begin on or after 1 January 2025:

 IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (amendment) (Lack of

Exchangeability).

The adoption of the above amendment has not had a material impact on the

amounts reported in the financial statements or on the disclosures.

Going concern

The Company balance sheet is in a net current liability position of £915.4 million,

primarily as a result of amounts owed to subsidiaries totalling £945.1 million which

are classified as current liabilities. The subsidiaries are all under common control in

the Group, and the balances are not due to external counterparties. The amounts

owed to subsidiaries are repayable on demand however there is no intention or

expectation for them to be called or repaid within the next 12 months.

In addition, the £275 million exchangeable bond matures in March 2026 and is

classified as a current liability. As at 31 December 2025, the Company had access to

£760.4 million of available undrawn facilities and cash resources to meet its current

liabilities as they fall due.

Based on the analysis, the Directors are satisfied that there is a reasonable

expectation that the Company will be able to meet its ongoing and future

commitments for at least 12 months from the date of approval of the financial

statements and have therefore resolved that the Company’s financial statements be

prepared on a going concern basis.



Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 196

Notes to the Company financial statements continued

I Principal accounting policies óŁĸŪěĸůýù

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 101 requires the use

of certain critical accounting estimates. It also requires management to exercise its

judgement in the process of applying the Company’s accounting policies.

The review of the recoverability of the carrying value of the Company’s investment in

Group companies is a key source of estimation uncertainty.

The Company reviews the carrying value of its investments in Group companies at

each reporting date to determine whether any indication of impairment exists. Where

such an indication exists, the recoverable amount of the investment is estimated. The

recoverable amount is determined with reference to the underlying fair value of the

subsidiaries.

Other areas of judgement and estimation in the financial statements (which are not

considered critical) include share-based payments.

Investments in Group companies

Investments in Group companies, which eliminate on consolidation, are stated in the

Company’s separate financial statements at cost less impairment losses, if any.

Impairment losses are determined with reference to the investments recoverability

which is discussed above.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently

measured at amortised cost. Trade and other receivables are subject to impairment

review.

Derivative financial instruments

The Company uses non-traded derivative financial instruments to manage its

exposure to interest rate risk. They are initially recognised on the trade date at fair

value and subsequently remeasured at fair value based on market price. The method

of recognising the resulting gain or loss depends on whether the derivative is

designated as a hedging instrument, and if so, the nature of the item being hedged.

Instruments that have not been designated as qualifying for hedge accounting are

classified as fair value through profit and loss. Changes in the fair value of these

instruments are split into interest (calculated as the accrued and realised cash flows)

and other changes in fair value.

Cash and cash equivalents

Cash and cash equivalents are recognised at fair value. Cash and cash equivalents

comprise cash on hand and deposits held at call with financial institutions.

Trade and other payables

Trade payables are obligations for goods or services acquired in the ordinary course

of business. Trade and other payables are recognised at fair value and subsequently

measured at amortised cost until settled.

Amounts owed to and by subsidiaries

Amounts owed to and by subsidiaries are recognised as fair value and subsequently

measured at amortised cost until settled. Amounts receivable from subsidiaries are

assessed for impairment by comparing the carrying value of the loans and

receivables to the net asset value of the subsidiary or to the discounted present

value of estimated cash flows if applicable.

Other

The accounting policies for share-based payments and borrowings are disclosed

within note 1 ‘Principal accounting policies’ to the Group financial statements.

The auditors’ remuneration for audit and other services is disclosed in note 5

‘Administration expenses’ to the Group financial statements.

II Investments in Group companies

2025

£m

2024

£m

At 1 January 2,129.4 2,129.4

Additions

1,878.4 –

Impairment (353.5) –

At 31 December 3,654.3 2,129.4

In the year ended 31 December 2025 there have been additions to investment in

Group companies of £1,878.4 million (2024: nil) following a share subscription in

Capco Covent Garden Limited which was settled via intercompany balances.

The carrying value of the Company investments was impaired by £353.5 million

(2024: nil). The impairment loss was due to corporate restructuring activities in the

year leading to a change in the overall net asset values of certain Group companies

being assessed for impairment. The recoverable amount of the investments has been

determined using their net asset values, comprising fair valued investment property,

cash and debt at 31 December 2025.

III Trade and other receivables

2025

£m

2024

£m

Non-current

Amounts owed by subsidiaries

2.2 1,523.4

Trade and other receivables 2.2 1,523.4

Current

Prepayments and accrued income 0.6 0.5

Trade and other receivables 0.6 0.5

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Shaftesbury Capital PLC | 2025 Annual Report 197

Notes to the Company financial statements continued

IV Derivative financial instruments

Derivative financial assets

2025

£m

2024

£m

Current

Interest rate derivatives 0.8 3.4

Derivative financial assets 0.8 3.4

Derivative financial liabilities

2025

£m

2024

£m

Non-current

Derivative liability – exchangeable bonds

– 1.8

Current

Derivative liability – exchangeable bonds

1.3 –

Derivative financial liabilities 1.3 1.8



On 30 November 2020 the Company issued £275 million of secured exchangeable bonds maturing in March 2026.

The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability

element and an option component, representing the fair value of the embedded option to convert the financial liability

into equity of Shaftesbury. The debt component is accounted for at amortised cost at the effective interest rate

method and the derivative liability is accounted for at fair value through profit or loss.

V Cash and cash equivalents

2025

£m

2024

£m

Cash at hand 0.7 –

Cash on short-term deposits 309.7 –

Cash and cash equivalents 310.4 –

VI Borrowings

2025

Carrying

value

£m

Secured

£m

Unsecured

£m

Fixed

rate

£m

Floating

rate

£m

Fair

value

£m

Nominal

value

£m

Current

Exchangeable bonds

275.9 275.9 – 275.9 – 274.2 275.0

Non-current

Bank loans 71.1 – 71.1 – 71.1 75.0 75.0

71.1 – 71.1 – 71.1 75.0 75.0

Total borrowings 347.0



Fair value of exchangeable bonds includes the fair value of the option component of £1.3 million as disclosed in note

IV ‘Derivative financial instruments’.

2024

Carrying

value

£m

Secured

£m

Unsecured

£m

Fixed

rate

£m

Floating

rate

£m

Fair

value

£m

Nominal

value

£m

Non-current

Bank loans

269.9 – 269.9 – 269.9 269.9 275.0

Exchangeable bonds

272.8 272.8 – 272.8 – 263.1 275.0

Borrowings 542.7 272.8 269.9 272.8 269.9 533.0 550.0



Fair value of exchangeable bonds includes the fair value of the option component of £1.8 million as disclosed in note

IV ‘Derivative financial instruments’.

The Company has two revolving credit facilities totalling £450 million, which are

undrawn at 31 December 2025.

The maturity profile of gross debt is as follows:

2025

£m

2024

£m

Wholly repayable in one year 275.0 –

Wholly repayable in more than one year but not more than five years 75.0 550.0

350.0 550.0

VII Trade and other payables

2025

£m

2024

£m

Amounts owed to subsidiaries

945.1 10.5

Other payables 2.9 5.6

Accruals 2.0 –

Trade and other payables 950.0 16.1

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 198

Alternative performance and EPRA measures (unaudited)

For the year ended 31 December 2025

The Group has applied the European Securities and Markets Authority guidelines on alternative performance measures (“APMs”) in these results. An APM is a financial

measure of historical or future financial performance, position or cash flow of the Group which is not a measure defined or specified in IFRS.

Many of the APMs included are based on the EPRA Best Practice Recommendations reporting framework, a set of standard disclosures for the property industry, which aims

to improve the transparency, comparability and relevance of published results of public real estate companies in Europe.

The Group also uses underlying earnings, property portfolio and financial debt ratio APMs. Financial debt ratios are supplementary ratios which we believe are useful

in monitoring the capital structure of the Group. Additionally, loan-to-value and interest cover are covenants within many of the Group’s borrowing facilities.

EPRA Net Reinstatement Value (“EPRA NRV”), EPRA Net Tangible Assets (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA NDV”) are alternative performance measures that

are calculated in accordance with the Best Practices Recommendations of the European Public Real Estate Association (“EPRA”) to provide a transparent and consistent basis

to enable comparison between European property companies. EPRA NTA is considered to be the most relevant measure for the Group’s operating activity and is the primary

measure of net asset value.

Set out below and overleaf is a summary of the key Group APMs and EPRA performance measures included within this Annual Report.

APM measure – Group share basis Definition of measure Nearest IFRS measure

Explanation and

reconciliation 2025 2024

Underlying earnings

EPRA earnings adjusted for items not considered part of the core underlying activities

of the Group

Profit for the year

attributable to owners of

Parent

Note 3 £81.9m £73.0m

Underlying earnings per share Underlying earnings per weighted average number of ordinary shares Basic earnings per share

attributable to owners of

the Parent

Note 3 4.5p 4.0p

Market value of property

portfolio (Group share)

Market value of property portfolio on a Group share basis Investment property Note 12 £4,700.7m £4,973.5m

Interest cover Underlying gross profit and other income divided by net underlying finance costs N/A Note 23 396.4% 292.1%

Loan-to-value

Net debt, at nominal value and excluding tenant deposits, divided by market value of

property portfolio

N/A Note 23 17.3% 28.2%

Gross debt with interest rate

protection

Proportion of drawn debt with interest rate protection, including interest on cash

deposits

N/A Note 23 100% 100%

Weighted average cost of debt –

gross

Cost of debt weighted by the drawn balance of external borrowings N/A

Financial review,

page 42

3.6% 4.0%

Weighted average cost of debt –

net

Cost of debt weighted by the drawn balance of external borrowings, taking account of

interest income on cash deposits and interest rate derivatives

N/A Financial review,

page 42

3.4% 3.7%

Cash and undrawn committed

facilities

Group share cash and cash equivalents, excluding tenant deposits, plus undrawn

committed facilities

N/A

Financial review,

page 42

£1,014.1m £559.8m

Net debt to EBITDA Net debt, at nominal value, excluding tenant deposits, divided by EBITDA N/A Table 4 6.6x 10.9x

Total accounting return (“TAR”) The movement in EPRA NTA per share plus dividends per share paid during the year N/A Table 5 9.1% 7.0%

Total property return (“TPR”)

Capital growth including gains and losses on disposals plus rent received (less

associated costs) including ground rent

N/A Table 6 10.1% 7.6%

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 199

Alternative performance and EPRA measures (unaudited) continued

APM measure – Group share basis

óŁĸŪěĸůýù

Definition of measure Nearest IFRS measure

Explanation and

reconciliation

2025 2024

Cost ratio

Total Group share underlying costs, excluding non-cash share-based payments, as a

percentage of Group share gross rental income

N/A Table 7 33.1% 36.2%

Like-for-like rental growth Compares the growth of net rental income for properties which have been owned

throughout both years without significant expenditure in either year

N/A Table 8 5.9% N/A

EPRA measure Definition of measure Nearest IFRS measure

Explanation and

reconciliation

2025 2024

EPRA earnings

Earnings that reflect the operational performance of the Group

Profit for the year

attributable to owners of

the Parent

Note 3 £88.6m £75.3m

EPRA earnings per share

EPRA earnings per weighted average number of ordinary shares

Basic earnings per share

attributable to owners of

the Parent

Note 3 4.9p 4.1p

EPRA NTA Net asset value adjusted to include properties at fair value and exclude items not

expected to crystallise in a long-term investment property business model

Net assets attributable to

owners of the Parent

Note 3 £3,954.9m £3,671.1m

EPRA NTA per share EPRA NTA per the diluted number of ordinary shares Net assets per share

attributable to owners of

the Parent

Note 3 214.7p 200.2p

EPRA NDV EPRA NTA amended to include the fair value of financial instruments and debt

Net assets attributable to

owners of the Parent

Note 3 £3,959.4m £3,725.2m

EPRA NDV per share EPRA NDV per diluted number of ordinary shares Net assets per share

attributable to owners of

the Parent

Note 3 214.9p 203.2p

EPRA NRV EPRA NTA amended to include real estate transfer tax Net assets attributable to

owners of the Parent

Note 3 £4,271.0m £4,004.2m

EPRA NRV per share EPRA NRV per diluted number of ordinary shares

Net assets per share

attributable to owners of

the Parent

Note 3 231.8p 218.4p

EPRA net initial yield Annualised rental income less non-recoverable costs as a percentage of market value

plus assumed purchaser’s costs

N/A Table 9 3.7% 3.8%

EPRA topped-up initial yield Net initial yield adjusted for the expiration of rent-free periods N/A Table 9 4.0% 4.1%

EPRA vacancy ERV of un-let units (including those under offer) expressed as a percentage of the ERV

of the property portfolio under management excluding units under development

N/A Table 10 4.2% 3.9%

Capital expenditure Capital expenditure on acquisition and development of investment property portfolio N/A Table 11 £116.6m £131.4m

EPRA cost ratio

Total costs as a percentage of gross rental income (including direct vacancy costs) N/A Table 12 40.2% 38.9%

Total costs as a percentage of gross rental income (excluding direct vacancy costs) N/A Table 12 38.8% 34.9%

EPRA LTV (loan-to-value)

Ratio of adjusted net debt, including net payables, to the sum of the net assets,

including net receivables, of the Group, its subsidiaries, joint ventures and associates,

all on a proportionate basis, expressed as a percentage

N/A Table 13 16.8% 27.4%

Where this report uses like-for-like comparisons, these are defined within the Glossary.

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 200

Alternative performance and EPRA measures (unaudited) continued

The summaries below set out the reconciliation from IFRS to underlying and EPRA metrics used in calculating alternative performance and EPRA measures:

1. Summary income statement

2025 2024

IFRS

£m

Adjustment

for non-

controlling

interest

£m

EPRA and

non-

underlying

adjustments

£m

Underlying

earnings

£m

IFRS

£m

EPRA and

non-

underlying

adjustments

£m

Underlying

earnings

£m

Revenue

216.3 (20.7)

–

195.6 205.0 – 205.0

Costs

(38.6)

4.1

–

(34.5) (37.9) – (37.9)

Gross profit 177.7 (16.6) – 161.1 167.1 – 167.1

Other income 3.0 – – 3.0 – – –

Gain on revaluation and sale of investment property 321.8 (35.7) (286.1) – 194.6 (194.6) –

Administration expenses

(50.2) 3.3 5.9 (41.0) (42.7) 3.3 (39.4)

Share of profit from associate – – – – 4.5 (1.7) 2.8

Net underlying finance costs (43.3) 1.9 – (41.4) (57.2) – (57.2)

Other

(21.9) – 21.9 – (13.9) 13.9 –

Taxation 0.3 (0.1) – 0.2 (0.3) – (0.3)

Profit for the year 387.4 (47.2) (258.3) 81.9 252.1 (179.1) 73.0



Revenue and costs exclude service charge income and expenses of £22.6 million (31 December 2024: £22.1 million).



Underlying administration expenses excludes £5.9 million (31 December 2024: £3.3 million) non-recurring corporate and transaction related costs.



Includes impairment of other receivables, other finance income and costs including the change in fair value of derivatives and loss on sale of investments and subsidiaries.

2. Summary balance sheet

2025

IFRS

£m

Adjustment

for non-

controlling

interest

£m

Group share

£m

Property portfolio

– carrying value

5,358.0 (697.1) 4,660.9

Net debt

(901.5) 88.2 (813.3)

Other assets and liabilities 111.6 (5.0) 106.6

Non-controlling interest (613.9) 613.9 –

Net assets 3,954.2 – 3,954.2

EPRA adjustments 0.7 – 0.7

EPRA net assets 3,954.9 – 3,954.9



Includes £20.7 million accounted for as owner-occupied property.

3. Summary cash flow

2025

IFRS

£m

Adjustment

for non-

controlling

interest

£m

Group share

£m

Cash excluding tenant deposits at 1 January

109.8 – 109.8

Non-controlling interest’s share of cash acquired

– (7.5) (7.5)

Operating inflow

115.1 (11.1) 104.0

Investing outflow (111.0) 3.9 (107.1)

Financing inflow 306.6 – 306.6

Dividends paid (74.6) 7.9 (66.7)

Cash excluding tenant deposits at 31 December

345.9 (6.8) 339.1



Operating inflow excludes the movement in tenant deposits of £1.3 million, which has been included in operating cash

inflow of £116.4 million as per the consolidated statement of cash flows.

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 201

Alternative performance and EPRA measures (unaudited) continued

Alternative performance measures - Group share basis

The APM measures included in tables four to eight have been presented on a Group

share basis and therefore exclude amounts allocated to non-controlling interest and

the Lillie Square joint venture.

4. Net debt to EBITDA

Group share Note

2025

£m

2024

£m

Underlying gross profit

Table 1 161.1 167.1

Underlying other income Table 1 3.0 –

Underlying administration expenses

Table 1 (41.0) (39.4)

123.1 127.7

djusted for: ȃȃ

Depreciation

0.8 0.7

EBITDA (A) 123.9

128.4

Net debt (B)

Table 2 813.3 1,405.0

Net debt to EBITDA (B/A) 6.6x 10.9x



Prior year net debt of £1,405.0 million can be reconciled to note 20 ‘Borrowings’.

5. Total accounting return

Note 2025 2024

Opening EPRA NTA (A)

3 200.2p 190.3p

Closing EPRA NTA

3 214.7p 200.2p

Increase in the year

14.5p 9.9p

djusted for: ȃȃ

Dividends per share paid in the current year 11 3.7p

3.4p

Total accounting return (B) 18.2p

13.3p

Total accounting return % (B/A) 9.1% 7.0%



EPRA NTA has been calculated in line with EPRA Best Practice Recommendations and therefore includes our share of

the Lillie Square joint venture.

6. Total property return

Note

2025

£m

2024

£m

Gross profit Table 1 161.1 167.1

Gain on revaluation and sale of investment property Table 1 286.1 194.6

Total capital return (A) 447.2 361.7

Market value of property portfolio (Group share) 12 4,700.7 4,973.5

Gain on revaluation and sale of investment property Table 1 (286.1) (194.6)

Capital employed (B) 4,414.6 4,778.9

Total property return % (A/B)

10.1% 7.6%

7. Cost ratio

Note

2025

£m

2024

£m

Revenue (A) Table 1 195.6 205.0

Costs Table 1 34.5 37.9

Administration expenses Table 1 41.0 39.4

Less: share-based payments 5 (7.7) (3.1)

Other income

Table 1 (3.0) –

Total costs (B) 64.8 74.2

Cost ratio (B/A) 33.1% 36.2%



Asset management fees, broadly reflecting the costs of managing the estate, are earned by the Group in relation to

the Covent Garden estate following the 25 per cent investment by NBIM.



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Shaftesbury Capital PLC | 2025 Annual Report 202

Alternative performance and EPRA measures (unaudited) continued

8. Like-for-like rental growth

Rental income for the previous year is presented below on a pro-forma basis to

reflect the Group’s rental growth on a like-for-like basis following the completion of

the long-term partnership with NBIM on 1 April 2025.

Rental income for each year includes 100 per cent of the portfolio for the period 1

January to 31 March and excludes amounts allocated to non-controlling interest for

the period 1 April to 31 December; see note 12 ‘Property portfolio’ for valuation

attributable to non-controlling interest to which this income relates. Both years

exclude rental income from joint ventures or associates, and do not include income

relating to £1.9 million of Group properties held in Lillie Square LP Limited (wholly-

owned subsidiary).

The like-for-like rental growth compares the rental income of properties which have

been owned throughout both periods without significant capital expenditure in either

year. Refer to note 12 ‘Property portfolio’, for further details of the portfolio

including acquisitions and disposals. Properties classified as in development, where

no income generating part remained in operation during the period of development,

were valued at £58.0 million at 31 December 2025.

Note

2025

£m

Rental income in current year

4 216.3

Adjusted for non-controlling interest

(20.7)

Rental income for the current year

195.6

djusted for impact of: ȃȃ

Acquisitions (4.9)

Properties in development

(0.9)

Like-for-like rental income in current year (A) 189.8

Rental income in previous year

4 205.0

Adjusted for non-controlling interest

(19.7)

Pro-forma adjusted rental income previous year

185.3

djusted for impact of:

Acquisitions (2.5)

Disposals (3.4)

Properties in development

(0.1)

Like-for-like rental income in prior year (B) 179.3

Like-for-like growth in rental income ((A-B)/B) 5.9%



Revenue as reported in the consolidated income statement, excluding service charge income.



Development properties are defined as properties where no income generating part remained operational during the

period of development. The income pre and post development is removed for like-for-like purposes.

EPRA measures

The EPRA measures included in tables nine to 13 have been calculated in line with

EPRA Best Practice Recommendations.

9. EPRA net initial yield and EPRA ‘topped-up’ net initial yield

Note

2025

£m

2024

£m

Investment property – Group share 12 4,700.7 4,973.5

Investment property – share of joint ventures and

associates

42.5 43.7

Trading property (including share of joint ventures)

19.8 21.6

Less: developments (161.4) (228.0)

Completed property portfolio 4,601.6 4,810.8

Allowance for estimated purchasers’ costs 316.1 333.1

Gross up completed property portfolio valuation (A) 4,917.7 5,143.9

Annualised cash passing rental income 189.7 204.7

Property outgoings (6.3) (6.9)

Annualised net rents (B) 183.4 197.8

Add: notional rent expiration of rent periods or other

lease incentives 13.1 14.9

Topped-up net annualised rent (C) 196.5 212.7

EPRA net initial yield (B/A) 3.7% 3.8%

EPRA ‘topped-up’ net initial yield (C/A) 4.0% 4.1%

10. EPRA vacancy rate

2025

£m

2024

£m

Estimated rental value of vacant space 10.8 9.3

Estimated rental value of the portfolio less refurbishment estimated

rental value

259.0 237.1

EPRA vacancy rate for property portfolio under management 4.2% 3.9%

EPRA vacancy rate includes units under offer, net of which vacancy relating to units

available to let is 2.6 per cent (31 December 2024: 2.6 per cent). Investment

properties held within the joint venture at Lillie Square totalling £42.5 million (the

Group’s share) (31 December 2024: £43.7 million (the Group’s share)) are not

included in the vacancy rate above.

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 203

Alternative performance and EPRA measures (unaudited) continued

11. Property related capital expenditure

2025

2024

Group

(excluding

joint

ventures)

£m

Adjustment

for non-

controlling

interest

£m

Joint

ventures

£m

Total

Group

£m

Group

(excluding

joint

ventures

and

associates)

£m

Joint

ventures

and

associates

£m

Total

Group

£m

Acquisitions 85.4 (0.3) – 85.1 84.9 – 84.9

Development – – 0.1 0.1 – 0.2 0.2

Investment

property

Incremental

lettable space 7.4 (1.4) – 6.0 2.0 – 2.0

incremental

lettable space 25.4 (2.3) – 23.1 38.3 0.8 39.1

Tenant lease

incentives 0.3 – – 0.3 2.8 – 2.8

Capitalised

interest

– – – – – – –

Total CapEx 118.5 (4.0) 0.1 114.6 128.0 1.0 129.0

Conversion from

accrual to cash

basis 1.9 0.1 – 2.0 2.4 – 2.4

Total CapEx on

cash basis

120.4 (3.9) 0.1 116.6 130.4 1.0 131.4

Further detail on the capital expenditure and acquisitions incurred in the year can be

found in the Operating and portfolio review on pages 27 to 36.

12. EPRA cost ratio

Note

2025

£m

2024

£m

Administration expenses

5 50.2 42.7

Total property outgoings 4 57.9 56.1

Provision for expected credit loss 4 3.3 3.9

Less: Service charge expense 4 (22.6) (22.1)

Management fee (3.0) (0.1)

Share of joint ventures and associates expenses 2.1 2.9

Exclude:

Ground rent cost (0.3) (0.4)

EPRA costs (including direct vacancy costs) (A) 87.6 83.0

Direct vacancy costs (2.9) (8.6)

EPRA costs (excluding direct vacancy costs) (B) 84.7 74.4

Gross rental income less ground rent costs 238.6 226.7

Less: Service charge income 4 (22.6) (22.1)

Share of joint ventures and associates property income 2.1 8.8

Adjusted gross rental income (C) 218.1 213.4

EPRA cost ratio (including direct vacancy costs) (A/C) 40.2% 38.9%

EPRA cost ratio (excluding direct vacancy costs) (B/C) 38.8% 34.9%



£0.8 million (31 December 2024: £0.7 million) of administration expenses were capitalised during the year. These

capitalised costs mainly relate to employee costs as it is the Group’s policy to capitalise directly attributable

overheads and operating expenses to assets under refurbishment or development.



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Shaftesbury Capital PLC | 2025 Annual Report 204

Alternative performance and EPRA measures (unaudited) continued

13. EPRA LTV

2025

Group

£m

Adjustment

for non-

controlling

interest

£m

Share of joint

ventures

£m

Total

£m

Borrowings from financial institutions (972.4) 95.0 – (877.4)

Exchangeable bonds (275.0) – – (275.0)

Net payables 57.0 (0.3) (59.5) (2.8)

Exclude:

Cash and cash equivalents

361.4 (10.7) 5.7 356.4

EPRA net debt (B) (829.0) 84.0 (53.8) (798.8)

Investment property at fair value 5,386.4 (706.4) 42.5 4,722.5

Owner-occupied property at fair value 20.7 – – 20.7

Properties under development – – 19.8 19.8

Total property value (A) 5,407.1 (706.4) 62.3 4,763.0

EPRA LTV (B/A) 16.8%



Includes tenant deposits of £15.5 million (non-controlling interest £3.9 million) held as security against tenant rent

payments which are subject to certain restrictions and therefore not available for general use by the Group.

2024

Group

£m

of joint

ventures and

associates

£m

Total

£m

Borrowings from financial institutions (1,239.8) – (1,239.8)

Exchangeable bonds (275.0) – (275.0)

Exclude:

Cash and cash equivalents

124.0 4.9 128.9

EPRA net debt (B) (1,390.8) 4.9 (1,385.9)

Investment properties at fair value 4,943.6 43.7 4,987.3

Owner-occupied property at fair value 20.1 – 20.1

Property held for sale at fair value 9.8 – 9.8

Properties under development – 21.6 21.6

Net receivables 85.5 (61.5) 24.0

Total property value (A) 5,059.0 3.8 5,062.8

EPRA LTV (B/A) 27.4%



Includes tenant deposits of £14.2 million held as security against tenant rent payments which are subject to certain

restrictions and therefore not available for general use by the Group.

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Shaftesbury Capital PLC | 2025 Annual Report 205

Analysis of property portfolio (unaudited)

For the year ended 31 December 2025

Property portfolio valuation by use

31 December 2025 Retail

Food &

beverage Offices

Total

Commercial Residential

Portfolio

under

management

Portfolio on a

Group share

basis

Valuation (£m)

1,977.6 1,782.0 1,006.8 4,766.4 638.8 5,405.2 4,698.8

Valuation (%) 36% 33% 19% 88% 12% 100% 100%

L-f-L valuation movement (FY 2025) +10.4% +5.8% +5.6% +7.6% -0.6% +6.6% +6.7%

L-f-L valuation movement (H2 2025) +5.8% +2.8% +2.5% +4.0% -0.3% +3.4% +3.5%

Annualised gross income (£m) 75.8 76.4 39.0 191.2 23.8 215.0 187.6

Annualised gross income (%) 35% 36% 18% 89% 11% 100% 100%

L-f-L annualised gross income movement (FY 2025) +3.2% +5.0% +12.0% +5.6% +3.2% +5.3% +5.4%

L-f-L annualised gross income movement (H2 2025) +3.4% +3.4% +2.5% +3.2% +2.0% +3.1% +2.9%

ERV (£m) 97.9 89.3 57.1 244.3 26.0 270.3 234.8

ERV (%) 36% 33% 21% 90% 10% 100% 100%

ERV psf (£) 137 95 83 104 62 98 98

L-f-L ERV movement (FY 2025) +8.1% +4.9% +5.8% +6.4% +4.4% +6.2% +6.3%

L-f-L ERV movement (H2 2025) +4.7% +2.3% +1.6% +3.1% +2.2% +3.0% +3.0%

Net initial yield 3.6% 3.9% 3.4% 3.7% 3.0% 3.6% 3.6%

Topped-up net initial yield 3.8% 4.2% 3.8% 3.9% N/A 3.9% 3.9%

Equivalent yield 4.5% 4.6% 4.8% 4.6% 3.3% 4.4% 4.4%

WAULT (years) 3.1 8.1 2.7 4.8 N/A 4.8 4.8

Floor area (sq ft m)

0.8 0.9 0.7 2.4 0.4 2.8 2.8

Unit count

419 392 436 1,247 659 1,906 1,906



Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).



Excludes long-leasehold residential interests.



WAULT, floor area and unit count have not been adjusted and reflect 100 per cent of the portfolio.



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Shaftesbury Capital PLC | 2025 Annual Report 206

Analysis of property portfolio (unaudited) continued

Property portfolio valuation by location

31 December 2025

Covent

Garden

Carnaby |

Soho Chinatown

Portfolio

under

management

Portfolio on a

Group share

basis

Valuation (£m)

2,825.5 1,816.9 762.8 5,405.2 4,698.8

Valuation (%) 52% 34% 14% 100% 100%

L-f-L valuation movement (FY 2025) +5.5% +8.5% +6.4% +6.6% +6.7%

L-f-L valuation movement (H2 2025) +2.7% +4.8% +3.1% +3.4% +3.5%

Annualised gross income (£m) 109.5 72.2 33.3 215.0 187.6

Annualised gross income (%) 51% 34% 15% 100% 100%

L-f-L annualised gross income movement (FY 2025) +4.8% +6.8% +4.0% +5.3% +5.4%

L-f-L annualised gross income movement (H2 2025) +4.2% +2.0% +1.9% +3.1% +2.9%

ERV (£m) 142.1 91.9 36.3 270.3 234.8

ERV (%) 53% 34% 13% 100% 100%

ERV psf (£) 102 99 86 98 98

L-f-L ERV movement (FY 2025) +5.6% +7.5% +5.5% +6.2% +6.3%

L-f-L ERV movement (H2 2025) +3.3% +2.9% +2.2% +3.0% +3.0%

Net initial yield 3.5% 3.5% 3.9% 3.6% 3.6%

Topped-up net initial yield 3.9% 3.8% 4.3% 3.9% 3.9%

Equivalent yield 4.5% 4.4% 4.2% 4.4% 4.4%

WAULT (years) 4.8 4.1 6.5 4.8 4.8

Floor area (sq ft m)

1.5 0.9 0.4 2.8 2.8

Unit count

854 702 350 1,906 1,906



Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).



Excludes long-leasehold residential interests.



WAULT, floor area and unit count have not been adjusted and reflect 100 per cent of the portfolio.

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Shaftesbury Capital PLC | 2025 Annual Report 207

Historical record (unaudited)

For the year ended 31 December 2025

Continuing and discontinued operations

Consolidated income statement

2025

£m

2024

£m

2023

£m

2022

£m

2021

£m

Gross profit

177.7 167.1 141.9 57.3 52.0

Other income 3.0 – 2.7 13.5 2.7

Gain/(loss) on revaluation and sale of investment property 321.8 194.6 (65.0) (0.8) (15.8)

Change in value of investments and other receivables (6.5) (7.0) (12.5) (7.9) –

Revaluation of equity investment – – 52.0 (239.5) 44.6

Non-recurring costs (5.9) (3.3) (44.5) (14.6) (68.6)

Administration expenses (44.3) (39.4) (39.3) (26.0) (22.7)

Operating profit/(loss) 445.8 312.0 35.3 (218.0) (7.8)

Net finance (costs)/income (52.0) (60.1) (90.4) 12.2 (44.4)

Profit/(loss) after finance costs 393.8 251.9 (55.1) (205.8) (52.2)

Gain on bargain purchase – – 805.5 – –

Loss on sale of associate – (4.0) – – –

Loss on sale of investments and subsidiaries (6.7) – – – –

Profit from joint ventures and associates – 4.5 0.2 – –

Profit/(loss) before tax 387.1 252.4 750.6 (205.8) (52.2)

Taxation 0.3 (0.3) (0.2) (6.0) (0.7)

Profit/(loss) for the year 387.4 252.1 750.4 (211.8) (52.9)

Profit/(loss) attributable to:

Owners of the Parent 340.2 252.1 750.4 (211.8) (52.9)

Non-controlling interest 47.2 – – – –

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 208

Historical record (unaudited) continued

Continuing and discontinued operations óŁĸŪěĸůýù

Consolidated balance sheet

2025

£m

2024

£m

2023

£m

2022

£m

2021

£m

Investment property 5,337.3 4,899.1 4,740.2 1,715.1 1,705.6

Other non-current assets 139.0 156.1 224.9 485.4 713.3

Cash and cash equivalents 361.4 124.0 200.2 129.9 331.1

Other current assets 43.2 42.9 51.0 20.8 48.9

Assets held for sale –

9.8 – – –

Total assets 5,880.9 5,231.9 5,216.3 2,351.2 2,798.9

Non-current borrowings, including lease liabilities (774.7) (1,470.5) (1,534.8) (738.3) (934.9)

Other non-current liabilities – (1.8) (9.9) (8.7) (37.5)

Current borrowings, including lease liabilities (438.7) (0.3) (94.9) – –

Other current liabilities (99.4) (85.0) (96.5) (42.6) (39.7)

Total liabilities (1,312.8) (1,557.6) (1,736.1) (789.6) (1,012.1)

Net assets 4,568.1 3,674.3 3,480.2 1,561.6 1,786.8

Net assets attributable to:

Owners of the Parent 3,954.2 3,674.3 3,480.2 1,561.6 1,786.8

Non-controlling interest 613.9

– – – –

Per share information Pence Pence Pence Pence Pence

Basic earnings/(loss) per share attributable to owners of the Parent 18.7 13.8 45.5

(24.9) 4.1

Underlying earnings per share

4.5 4.0 3.7

2.2 0.1

Basic net assets per share attributable to owners of the Parent 214.6 200.4 190.3

183.2

209.7

EPRA NTA per share 214.7 200.2 190.3

182.1

213.0

Dividend per share 4.00 3.50 3.15

2.50

1.50



Underlying earnings for the year ended 31 December 2025 is £81.9 million (31 December 2024: £73.0 million).

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 209

Board and advisers

Chairman

Jonathan Nicholls

Executive Directors

Ian Hawksworth, Chief Executive

Situl Jobanputra, Chief Financial Officer

Non-executive Directors

Sian Westerman

Richard Akers

Ruth Anderson

Madeleine Cosgrave

Company Secretary

Ruth Pavey

General Counsel

Alison Fisher

Registered office

Regal House

14 James Street

London

WC2E 8BU

Telephone: +44 (0) 20 3214 9150

Registered number

7145051

Websites

www.shaftesburycapital.com

www.chinatown.co.uk

www.coventgarden.london

www.thisissoho.co.uk

Independent auditors

PricewaterhouseCoopers LLP

Solicitors

Herbert Smith Freehills Kramer LLP

Financial adviser

Rothschild & Co.

Corporate brokers

Jefferies International Limited

Peel Hunt LLP

UBS AG London Branch

South Africa sponsor

Java Capital Trustees and Sponsors Proprietary Limited

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 210

Dividends

The Directors of Shaftesbury Capital PLC have proposed a final cash dividend of 2.1

pence per ordinary share (ISIN GB00B62G9D36) payable on Friday, 22 May 2026.

Dates

The following are the salient dates for the payment of the proposed 2025 final cash

dividend:

Proposed 2025 final dividend announced Wednesday, 25 February 2026

Sterling/Rand exchange rate struck Wednesday, 8 April 2026

Sterling/Rand exchange rate and dividend amount in Rand

announced by 11.00 am (Johannesburg time)

Thursday, 9 April 2026

Last day to trade cum-dividend* Tuesday, 21 April 2026

Ordinary shares listed ex-dividend on the Johannesburg

Stock Exchange

Wednesday, 22 April 2026

Ordinary shares listed ex-dividend on the London Stock

Exchange

Thursday, 23 April 2026

Record date for the 2025 final dividend in UK and South

Africa

Friday, 24 April 2026

Deadline for submission of declaration of eligibility to

receive gross PID payment to UK registrar

Friday, 24 April 2026 (COB)

Annual General Meeting Thursday, 14 May 2026

Dividend payment date for shareholders Friday, 22 May 2026

The proposed 2025 final cash dividend is subject to approval at the Company’s

Annual General Meeting, to be held on Thursday, 14 May 2026.

*South African shareholders should note that, in accordance with the requirements

of Strate, the last day to trade cum-dividend on the Johannesburg Stock Exchange

will be Tuesday, 21 April 2026. No dematerialisation or rematerialisation of shares

will be possible from Wednesday, 22 April 2026 to Friday, 24 April 2026 inclusive. No

transfers between the UK and South African registers may take place from close of

business on Thursday, 9 April 2026 to Friday, 24 April 2026 inclusive.

The above dates are proposed and subject to change.

The proposed 2025 final cash dividend will be paid wholly as a Property Income

Distribution (“PID”). There will be no Non-PID (ordinary dividend) element of the final

cash dividend. As such, the entire final cash dividend will be subject to a deduction of

a 20 per cent UK withholding tax unless exemptions apply.

Information for shareholders

The information below is included only as a general guide to taxation for

shareholders based on Shaftesbury Capital’s understanding of the law and the

practice currently in force. Any shareholder who is in any doubt as to their tax

position should seek independent professional advice.

UK shareholders

The proposed 2025 final cash dividend will be paid wholly as a PID. Certain

categories of shareholders may be eligible for exemption from the 20 per cent UK

withholding tax and may register to receive their dividends on a gross basis. Further

information, including the required forms, is available from the ‘Investor Information’

section of the Company’s website

(https://www.shaftesburycapital.com/en/investors/investor-information.html), or on

request from the Company’s UK registrar, MUFG Corporate Markets. Validly

completed forms must be received by MUFG Corporate Markets no later than the

dividend record date, as advised; otherwise the dividend will be paid after deduction

of tax.

There will be no Non-PID element of the final cash dividend.

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Shaftesbury Capital PLC | 2025 Annual Report 211

Dividends continued

South African shareholders

The proposed 2025 final cash dividend proposed by the Company is a foreign

payment and the funds are sourced from the UK.

PID: The proposed 2025 final cash dividend will be paid wholly as a PID and a 20 per

cent UK withholding tax is applicable to a PID. As such, South African shareholders

may apply to HMRC after payment of the proposed 2025 final cash dividend for a

refund of the difference between the 20 per cent UK withholding tax and the

UK/South African double taxation treaty rate of 15 per cent.

The proposed 2025 final cash dividend will be exempt from income tax but will

constitute a dividend for Dividends Taxௗpurposes, as it will be declared in respect of

a share listed on the exchange operated by the JSE. South African Dividends Tax will

therefore be withheld from the proposed 2025 final cash dividend at a rate of 20 per

cent, unless a shareholder qualifies for an exemption and the prescribed

requirements for effecting the exemption are in place by the requisite date. Certain

shareholders may also qualify for a reduction of South African Dividends Tax liability

to 5 per cent (being the difference between the South African dividends tax rate and

the effective UK withholding tax rate of 15 per cent) if the prescribed requirements

for effecting the reduction are in place by the requisite date.

Non-PID: There will be no Non-PID element of the proposed 2025 final cash

dividend.

Other overseas shareholders

Other non-UK shareholders may be able to make claims for a refund of UK

withholding tax deducted pursuant to the application of a relevant double taxation

convention. UK withholding tax refunds can only be claimed from HMRC, the UK tax

authority.

Additional information on PIDs and ordinary dividends (Non-PIDs) can be found at

https://www.shaftesburycapital.com/en/investors/investor-information/reit.html

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 212

Glossary

Annualised gross income

Total annualised actual and “estimated income” from leases at a valuation date. It

includes sundry non-leased income and estimated turnover related rents. No rent is

attributed to leases which were subject to rent-free periods at that date. It does not

reflect any head rents and estimated irrecoverable outgoings at the valuation date.

“Estimated income” refers to gross ERVs in respect of rent reviews outstanding at

the valuation date and, where appropriate, ERV in respect of lease renewals outstanding

at the valuation date where the fair value reflects terms for a renewed lease.

APM (alternative performance measure)

A financial measure of historical or future financial performance, position or cash

flows of the Group which is not a measure defined or specified in IFRS.

BREEAM

Building Research Establishment Environmental Assessment Method is a method of

assessing, rating and certifying sustainability of buildings.

Cash and undrawn committed facilities

Cash and cash equivalents, excluding tenant deposits, plus undrawn committed

facilities.

CDP

CDP Worldwide, a global not-for-profit sustainability disclosure system. Shaftesbury

Capital participates in the CDP Climate Change Programme, which measures

progress on climate change disclosure.

Contracted income

Includes rent frees and contracted rent increases.

Covent Garden partnership

A long-term partnership with NBIM, the Norwegian sovereign wealth fund, in respect

of the Covent Garden estate. On 1 April 2025, Shaftesbury Capital sold a 25 per cent

non-controlling interest in the Covent Garden estate to NBIM with Shaftesbury

Capital retaining 75 per cent ownership and management control over the estate.

CRREM

Carbon Risk Real Estate Monitor. The leading global standard and initiative for

operational decarbonisation of real estate assets.

EBITDA

EBITDA represents underlying earnings before interest, tax, depreciation and

amortisation.

Embodied carbon

The total carbon emissions generated during the creation or refurbishment of a

product. Including the extraction, manufacture, transportation, processing, assembly,

replacement and deconstruction of the materials required to create or refurbish the

product.

EPC (Energy Performance Certificate)

An asset rating setting out how energy efficient a building is, rated by its carbon

dioxide emission on a scale of A to G, with A being the most energy efficient.

EPRA

European Public Real Estate Association, the publisher of Best Practice

Recommendations intended to make financial statements of public real estate

companies in Europe clearer, more transparent and comparable.

EPRA cost ratio (including direct vacancy costs)

EPRA cost ratio (including direct vacancy costs) is a proportionally consolidated

measure of the ratio of net overheads and operating expenses against gross rental

income (with both amounts excluding ground rents payable). Net overheads and

operating expenses relate to all administrative and operating expenses, net of any

service fees, recharges or other income specifically intended to cover overhead and

property expenses.

EPRA cost ratio (excluding direct vacancy costs)

EPRA cost ratio (excluding direct vacancy costs) is the ratio defined above, but with

direct vacancy costs removed from the net overheads and operating expenses

balance.

EPRA earnings per share

Profit or loss for the year excluding amounts allocated to non-controlling interest

excluding valuation movements on properties, fair value changes of financial

instruments, cost of early close out of debt, merger-related integration and other

transaction costs unlikely to reoccur in the foreseeable future, divided by the

weighted average number of shares in issue during the year.

EPRA LTV (loan-to-value)

Ratio of net debt, including net payables, to the sum of the net assets, including net

receivables, of the Group, its subsidiaries and joint ventures and associates, all on a

proportionately consolidated basis, expressed as a percentage. The calculation

includes trading properties at fair value and debt at nominal value.

EPRA NDV (net disposal value) per share

The net assets attributable to owners of the Parent as at the end of the year

including the excess of the fair value of trading property over its cost, revaluation of

other non-current investments and the adjustment required to reflect fixed interest

rate debt at fair value, divided by the diluted number of ordinary shares.

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Shaftesbury Capital PLC | 2025 Annual Report 213

Glossary continued

EPRA net initial yield

Annualised net rent (after deduction of revenue costs such as head rent, running

void, service charge after shortfalls and empty rates) on investment and trading

property expressed as a percentage of the gross market value before deduction of

theoretical acquisition costs, all on a proportionally consolidated basis.

EPRA NTA (net tangible assets) per share

The net assets attributable to owners of the Parent 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 NRV (net reinstatement value) 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 excluding the fair value of financial instruments,

deferred tax on revaluations and diluting for the effect of those shares potentially

issuable under employee share schemes and diluting for the effect of those shares

potentially issuable under employee share schemes plus a gross up adjustment for

related costs such as Real Estate Transfer Tax, divided by the diluted number of

ordinary shares.

EPRA sBPR

European Public Real Estate Association Sustainability Best Practice

Recommendations for Reporting, a guidance framework for reporting environmental

performance. The Group publishes details of its environmental performance in line

with the EPRA sBPR.

EPRA topped-up initial yield

EPRA net initial yield adjusted for the expiration of rent-free periods.

EPRA vacancy

ERV of un-let units, including those under offer, expressed as a percentage of the

ERV of the property portfolio under management excluding units under

development. EPRA vacancy excludes properties held within the Lillie Square joint

venture.

ERV (Estimated rental value)

The external valuers’ estimate of the open market rent which, on the date of

valuation, could reasonably be expected to be obtained on a new letting or rent

review of the property.

F&B (Food & Beverage)

A sector within the portfolio which includes establishments primarily engaged in the

preparation and sale of food and beverages. This encompasses a diverse range of

customers including restaurants, cafés, bars, pubs and other hospitality venues.

FTSE 350 Real Estate Index

London Stock Exchange index derived from real estate companies in the FTSE 100

and FTSE 250 indices.

FTSE4GOOD

FTSE4GOOD Index Series, hosted by FTSE Russell, a sustainability index in which

Shaftesbury Capital participates.

FRC

Financial Reporting Council.

FRS 101

Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.

GRESB

The Global Real Estate Sustainability Benchmark, a sustainability index. Shaftesbury

Capital participates in the GRESB Real Estate Assessment.

Gross income

The Group’s share of passing rent plus sundry non-leased income.

Group share

Group share excludes the Lillie Square joint venture and any non-controlling interest

in the Group’s subsidiaries, removed on a line-by-line basis.

Headline earnings per share

Headline earnings per share is calculated in accordance with Circular 1/2023

issued by the South African Institute of Chartered Accountants (“SAICA”), a

requirement of the Group’s JSE listing. This measure is not a requirement of IFRS.

IFRS

United Kingdom-adopted international accounting standards.

ISO

International Organisation for Standardisation.

JSE

Johannesburg Stock Exchange.

KPI

Key performance indicators.

Leasing activity

The rental value secured from lettings, rent reviews and lease renewals during a

period.

LETI

The London Energy Transformation Initiative, a network of built environment

professionals working to put London on the path to Net Zero Carbon.

Like-for-like property

Property which has been owned throughout both years without significant capital

expenditure in either year, so income can be compared on a like-for-like basis. For

the purposes of comparison of capital values, this will also include assets owned at

the previous balance sheet date but not necessarily throughout the prior year.

Loan notes interest cover

Interest cover is calculated based on net rental income, less an administration

adjustment of £5.0 million, divided by net finance costs.

Loan notes LTV

LTV is calculated on the basis of net debt divided by the market value of wholly-

owned property portfolio. This measure is consistent with the LTV ratio disclosed in

the ‘Alternative performance measures’ table.

Strategic report Corporate governance Financial statementsAdditional information

Shaftesbury Capital PLC | 2025 Annual Report 214

Glossary continued

LTV (loan-to-value)

LTV is calculated on the basis of net debt divided by the market value of the

property portfolio excluding amounts allocated to non-controlling interest and the

Lillie Square joint venture.

Longmartin

The Longmartin associate was a 50 per cent investment arrangement between

Shaftesbury Capital and The Mercers’ Company. The Group disposed of its share in

Longmartin during the prior year.

LSJV

The Lillie Square joint venture is a 50 per cent joint venture between the Group and

Kwok Family Interests (“KFI”). The joint venture was established to own, manage and

develop land interests at Lillie Square.

MSCI

Producer of an independent benchmark of property returns.

NAV

Net asset value.

NBIM

Norges Bank Investment Management.

Net debt

Total borrowings, at nominal value, less cash and cash equivalents, excluding tenant

deposits. Net debt excludes amounts allocated to non-controlling interest and the

Lillie Square joint venture.

Net initial yield

The net initial income at the valuation date expressed as a percentage of the gross

valuation. Yields reflect net income after deduction of any ground rents, head rents

and rent charges and estimated irrecoverable outgoings at the valuation date.

NRI (Net rental income)

Gross rental income less ground rents, payable service charge expenses and other

non-recoverable charges, having taken due account of expected credit loss

provisions and adjustments to comply with International Financial Reporting

Standards regarding tenant lease incentives.

Nominal equivalent yield

Effective annual yield to a purchaser on the gross market value, assuming rent is

receivable annually in arrears, and that the property becomes fully occupied and

that all rents revert to the current market level (ERV) at the next review date or

lease expiry.

Occupancy rate

The ERV of let and under-offer units expressed as a percentage of the ERV of let and

under-offer units plus ERV of un-let units, excluding units under development. This is

equivalent to 100 per cent less the EPRA vacancy rate.

Passing rent

Contracted annual rents receivable at the balance sheet date. This takes no account

of accounting adjustments made in respect of rent-free periods or tenant lease

incentives, the reclassification of certain lease payments as finance charges or any

irrecoverable costs and expenses, and does not include excess turnover

rent, additional rent in respect of unsettled rent reviews or sundry income.

PIDs (Property income distributions)

Distribution under the REIT regime that constitutes at least 90 per cent of the

Group’s taxable income profits arising from its qualifying property rental business,

by way of dividend. PIDs can be subject to withholding tax at 20 per cent. If the

Group distributes profits from its non-qualifying business, the distribution will be

taxed as an ordinary dividend in the hands of the investors.

Portfolio under management

Reflects the portfolio under management at 100 per cent.

PSP

Performance Share Plan.

REIT (Real Estate Investment Trust)

A REIT is exempt from corporation tax on income and gains of its property rental

business (qualifying activities) provided a number of conditions are met. It remains

subject to corporation tax on non-exempt income and gains (non-qualifying activities)

which would include any trading activity, interest income and development and

management fee income.

RETT (Real Estate Transfer Tax)

Purchasers’ cost as included within the independent valuation of investment and

trading properties.

Reversionary potential

The amount by which ERV exceeds annualised gross income, measured at a

valuation date.

RICS

Royal Institution of Chartered Surveyors.

SBTi

Science Based Targets initiative.

S&P Global Corporate Sustainability Assessment

A sustainability index of Standard & Poor Global to which Shaftesbury Capital

submits information.

Section 106

Section 106 of the Town and Country Planning Act 1990, pursuant to which

the relevant planning authority can impose planning obligations on a developer to

secure contributions to services, infrastructure and amenities in order to support and

facilitate a proposed development.

Secured loans interest cover

Interest cover is calculated based on net rental income of the company which holds

the loan divided by net finance costs associated with the secured loan.

Secured loans LTV

LTV is calculated on the basis of the secured loan balance outstanding divided by the

market value of specified properties.

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Glossary continued

Shaftesbury Capital

Shaftesbury Capital PLC (also referred to as “the Company”, “Shaftesbury Capital”

or “the Parent”), and all its subsidiaries and Group undertakings, collectively referred

to as “the Group”.

Sterling Overnight Interbank Average Rate (“SONIA”)

The average overnight Sterling risk-free interest rate, set in arrears, paid by banks

for unsecured transactions.

TAR (Total accounting return)

The movement in EPRA NTA per share plus dividends per share paid during the year.

TCFD (Task Force on Climate-related Financial Disclosures)

The TCFD developed a framework to help companies more effectively disclose

climate-related risks and opportunities through existing reporting processes.

Tenant lease incentives

Any incentives offered to customers to enter into a lease. Typically incentives are in

the form of an initial rent-free period and/or a cash contribution to fit-out

the premises. Under IFRS the value of incentives granted to customers is amortised

through the consolidated income statement on a straight-line basis to the earlier of

break or lease expiry.

TOMs

Themes, Outcomes and Measures system.

Topped-up net initial yield

Net initial yield adjusted for the expiration of rent-free periods.

TPR (Total property return)

Capital growth including gains and losses on disposals plus rent received less

associated costs, including ground rent. TPR excludes amounts allocated to non-

controlling interest and the Lillie Square joint venture.

TSR (Total shareholder return)

The movement in the price of an ordinary share plus dividends paid during the

year assuming re-investment in ordinary shares.

Underlying administration expenses

Administration expenses excluding non-recurring corporate and transaction-related

costs. The items are excluded as they are considered to be non-recurring or

significant by virtue of size and nature.

Underlying earnings

EPRA earnings adjusted for the non-core property rental income business. The Lillie

Square joint venture is not considered part of the core underlying business of the

Group and therefore its results are excluded from underlying earnings. Underlying

earnings excludes amounts allocated to non-controlling interest.

Underlying earnings per share (“EPS”)

Underlying earnings divided by the weighted average number of shares in issue

during the year.

Unsecured term loan and revolving credit facilities interest cover

Interest cover is calculated based on net rental income divided by net finance costs.

Unsecured term loan and revolving credit facilities LTV

LTV is calculated on the basis of net debt divided by the market value of wholly-

owned property portfolio. This measure is consistent with the LTV ratio disclosed in

the ‘Alternative performance measures’ table.

Unsecured term loan and revolving credit facilities unencumbered assets

Unencumbered assets are calculated based on the total wholly-owned property

portfolio (or non-wholly owned properties in proportion to the Group’s ownership)

divided by Group’s unsecured debt.

Valuation growth/decline

The valuation movement and realised surpluses or deficits arising from the Group’s

investment property portfolio expressed as a percentage return on the valuation at

the beginning of the period adjusted for acquisitions, disposals and capital

expenditure. When measured on a like-for-like basis, the calculation excludes those

properties acquired or sold during the period.

WAULT (Weighted average unexpired lease term)

The unexpired lease term to the earlier of break or lease expiry weighted by passing

rent for each lease.

Weighted average cost of debt – gross

The cost of debt weighted by the drawn balance of external borrowings.

Weighted average cost of debt – net

The cost of debt weighted by the drawn balance of external borrowings, taking

account of interest income on cash deposits and interest rate derivatives.

Whole Life Carbon

The total embodied and operational emissions that occur over the lifetime of a

building, including the carbon associated with decommissioning at end of life.

Zone A

A means of analysing and comparing the rental value of retail space by dividing it in to

zones parallel with the main frontage. The most valuable zone, Zone A, falls within a 6

metre depth of the shop frontage. Each successive zone is valued at half the rate of the

zone in front of it. The blend is referred to as being ‘ITZA’ (“In Terms of Zone A”).

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Greenhouse gas emissions

Greenhouse gas emissions methodology 2025

Shaftesbury Capital monitors and reports its greenhouse gas (“GHG”) emissions and

operational energy consumption in compliance with the requirements of the

Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 and

the extension of these regulations to include the Streamlined Energy and Carbon

Reporting (“SECR”) regulations.

Our Scope 1, 2 and 3 emissions statements cover the reporting period 1 January

2025 to 31 December 2025 and are detailed on pages 82 and 83.

The GHG emissions data is prepared by following the GHG Protocol: A Corporate

Accounting and Reporting Standard’ published by the World Resources Institute

(“WRI”). We use the GHG Protocol operational control approach as this reflects

where Shaftesbury Capital has the ability to influence GHG emissions. 100 per cent

of emissions and energy use reported are applicable for UK only, as Shaftesbury

Capital does not have any other global operations.

Scope 1 emissions, defined as direct emissions including fuel combustion in owned or

controlled boilers, backup generators, fuel use for construction plant and machinery

and fugitive emissions from air conditioning, are included where they are our

responsibility within the managed portfolio.

Scope 2 is defined as indirect energy emissions which include purchased electricity

throughout the Group’s operations within landlord-controlled parts. The figures

relate to landlord-controlled common parts such as lobbies, staircases or vacant

units and energy use during refurbishments. Scope 2 emissions also include energy

use for external and street lighting and bin stores, where these are our responsibility

within the managed portfolio. Shaftesbury Capital is responsible for all Scope 1 and

Scope 2 emissions disclosed on page 83.

For Scope 2 emissions, those arising from generated electricity usage are reported in

two ways. Firstly, Shaftesbury Capital calculates the ‘location-based’ emissions

which reflect emissions according to the energy mix of the National Grid. Secondly,

Shaftesbury Capital reports ‘market-based’ emissions which reflect the energy mix

provided by our energy suppliers. This helps Shaftesbury Capital to demonstrate the

reduction in emissions as a result of purchasing energy from suppliers who generate

renewable energy.

In addition, we report Scope 3 emissions comprising other indirect emissions from

sources not owned or controlled by Shaftesbury Capital, including customer and

supply chain emissions. We report Scope 3 emissions from the following sources:

 Tenant energy consumption in our properties where the leasing arrangements put

responsibility on energy operation and direct payment for supply on the tenants

(excluding long leasehold properties)

 Embodied emissions from the materials we use in our refurbishment projects

 Purchased goods and services from our suppliers

 Upstream energy use associated with our Scope 1 and 2 emissions

 Waste treatment and disposal, where waste collection is our responsibility within

the managed portfolio

 Emissions from our employees commuting to work

 Emissions from business flights taken throughout the year

 Water supply and treatment, where water supply is our responsibility within the

managed portfolio

Shaftesbury Capital has engaged Carbon Footprint Limited to provide independent

verification of the 2025 GHG emissions assertion, in accordance with the industry

recognised standard ISO 14064-3. The verification statement will be included in our

Sustainability data report, which will be issued in April 2026.

The energy and carbon statements disclosed in this report, on page 83, have been

calculated and reported in accordance with the following standards:

 WRI/WBCSD (World Business Council for Sustainable Development) (2004). Greenhouse

Gas Protocol: Corporate Accounting and Reporting Standard – Revised Edition;

 WRI/WBCSD (2011). Greenhouse Gas Protocol: Corporate Value Chain (Scope 3)

Standard;

 WRI/WBCSD (2015). Greenhouse Gas Protocol: Scope 2 Guidance for market-

based reporting;

 Department for Environment, Food & Rural Affairs and Department for Business,

Energy & Industrial Strategy (2019): Environmental reporting guidelines: Including

Streamlined Energy and Carbon Reporting requirements; and

 European Real Estate Association (2024) Best Practice Recommendations on

Sustainability Reporting (EPRA sBPR).

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Shaftesbury Capital PLC | 2025 Annual Report 217

Greenhouse gas emissions continued

Emissions calculations are in line with the requirements of the GHG Protocol suite of

documents. The method uses activity data relating to Shaftesbury Capital’s

operations, multiplied by relevant emissions conversion factors, sourced from

Department for Energy Security and Net Zero (“DESNZ”) UK Government GHG

Conversion Factors for Company Reporting (2025), OneClick LCA Emission Factor

Database (2025), and spend-based UK Government emission factors by SIC code

(2025).

We have used accurate consumption data for reporting the majority of Scope 1 and

Scope 2 emissions.

For Scope 3 occupier emissions we have used various methods, including meter

reads, billing information and energy data collected from UK energy operators for

approximately 77 per cent of consumption by area for electricity and 70 per cent of

consumption by area for gas supplies, and applied industry benchmarks for the

remaining 23 per cent of electricity consumption and 30 per cent of gas

consumption.

For Scope 3 embodied carbon, we aim to collect accurate data for all our

refurbishment projects, where feasible. This covered 55.8 per cent of our spend in

2025 and 24.5 per cent of our embodied carbon. For the remainder of our

refurbishment project spend, where embodied carbon data collection was not

feasible, we use UK Government spend-based conversion.

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Shareholder information

Electronic communication

As part of our commitment to sustainability, Shaftesbury Capital has adopted

electronic communications. This means that shareholders will receive documents

from the Company electronically unless they elect to receive hard copies.

All of Shaftesbury Capital’s annual and interim results will be published on the

Company’s website www.shaftesburycapital.com. If you are a shareholder who

receives hard copies of documents and you wish to elect to receive electronic

communications, please contact the appropriate registrar. Shareholders may revoke

an election to receive electronic communications at any time.

Registrars

All enquiries concerning shares or shareholdings, including notification of change of

address, queries regarding loss of a share certificate and dividend payments should

be addressed to:

For shareholders registered in the UK:

MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL,

United Kingdom

Telephone: +44 (0) 371 664 0300

Calls are charged at the standard geographic rate and vary by provider. Calls

outside the United Kingdom are charged at the applicable international rate. Lines

are open 9.00 am to 5.30 pm, Monday to Friday, excluding public holidays in England

and Wales.

Email: shareholderenquiries@cm.mpms.mufg.com

Website: eu.mpms.mufg.com

For shareholders registered in South Africa:

Computershare Investor Services Proprietary Limited, Rosebank Towers, 1st Floor,

15 Biermann Avenue, Rosebank, 2196, South Africa

Postal address: Private Bag X9000, Saxonwold 2132, South Africa

Telephone: +27 (0) 11 370 5000 or 086 1100 933 (lines are open 8.00 am to 4.30 pm,

Monday to Friday, excluding public holidays in South Africa)

Email: web.queries@computershare.co.za

Website: www.computershare.com/za

Web-based enquiry service for UK shareholders

Shareholders registered in the United Kingdom can register

at https://uk.investorcentre.mpms.mufg.com to access a range of online

services including:

 Updating address details or registering a mandate to have dividends paid directly

to their bank account

 Online proxy voting

 Electing to receive shareholder communications electronically

 Viewing holding balance, indicative share price and valuation

 Viewing transactions on the holding including any dividend payments received

 Accessing a wide range of shareholder information, including downloadable forms

Share price information

The latest information on the Shaftesbury Capital PLC share price is available on the

Company’s website www.shaftesburycapital.com.

The shares are traded on the London Stock Exchange with LSE code SHC, SEDOL

B62G9D3, ISIN GB00B62G9D36. The shares are traded on the Johannesburg Stock

Exchange under the abbreviated name SHBCAP and JSE code SHC.

Share dealing services for UK shareholders

Many banks, building societies and investment managers offer share dealing

services. Additionally, UK shareholders may trade their shares using the online and

telephone dealing service that MUFG Corporate Markets provides. To use this

service, shareholders should contact MUFG Corporate Markets:

infosharedeal@cm.mpms.mufg.com or telephone +44 (0) 371 664 0445. Calls are

charged at the standard geographic rate and will vary by provider. Calls outside the

United Kingdom are charged at the applicable international rate. (Lines are open 8.00

am to 5.30 pm, Monday to Friday, excluding public holidays in England and Wales.)

Alternatively, shareholders can log on to https://sharedeal.cm.mpms.mufg.com.

This service is only available to private individuals resident in the United Kingdom,

the European Economic Area, the Channel Islands and the Isle of Man who hold

shares in a company for which MUFG Corporate Markets provides share registration

services, or a nominee programme administered by MUFG Corporate Markets

Trustees (UK) Limited.

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Shareholder information continued

ShareGift

ShareGift is a charity share donation scheme for UK-based shareholders who may

wish to dispose of a small quantity of shares where the market value makes it

uneconomical to sell on a commission basis. Further information can be found on

its website www.sharegift.org, by telephoning 020 7930 3737 or by emailing

help@sharegift.org.

Charity Shares for Children NPC ("CS4C")

CS4C is an independent non-profit and registered charity share donation scheme for

shareholders in South Africa who may wish to dispose of small holdings of shares

that are too costly to sell via a stockbroker on a commission basis. Further

information can be found at https://charityshares4children.co.za by emailing

info@charityshares4childre.co.za, or charityshares@computershare.co.za or by

telephoning 0800 202 363 (freephone) or +27 (0) 11 870 8207.

Share fraud warnings

Shareholders are advised to be wary of any unsolicited calls, mail or emails that

offer free advice, the opportunity to buy shares at a discount or to provide free

company or research reports. Such approaches are often investment scams and

you will probably lose your money. Information on how to protect yourself from

investment scams can be found at www.fca.org.uk/scams or by calling the FCA’s

consumer helpline on 0800 111 6768 (freephone).

Cautionary statement

This Report contains “forward-looking statements” regarding the belief or current

expectations of Shaftesbury Capital PLC, its Directors and other members of its

senior management about Shaftesbury Capital PLC’s businesses, financial

performance and results of operations. These forward-looking statements are not

guarantees of future performance. Rather, they are based on current views and

assumptions and involve known and unknown risks, uncertainties and other factors,

many of which are outside the control of Shaftesbury Capital PLC and are difficult to

predict, that may cause actual results, performance or developments to differ

materially from any future results, performance or developments expressed or

implied by the forward-looking statements.

These forward-looking statements speak only as at the date of this Report. Except as

required by applicable law, Shaftesbury Capital PLC makes no representation or

warranty in relation to them and expressly disclaims any obligation to update or

revise any forward-looking statements contained herein to reflect any change in

Shaftesbury Capital PLC’s expectations with regard thereto or any change in events,

conditions or circumstances on which any such statement is based. The information

contained in this Report does not purport to be comprehensive and has not been

independently verified. Any information contained in this Report on the price at which

shares or other securities in Shaftesbury Capital PLC have been bought or sold in the

past, or on the yield on such shares or other securities, should not be relied upon as

a guide to future performance. No statement in this Report is intended to be a profit

forecast and no statement in this Report should be interpreted to mean that earnings

per share of Shaftesbury Capital PLC for the current or future financial years would

necessarily match or exceed the historical published earnings per share of

Shaftesbury Capital PLC. Certain industry and market data contained in this Report

has come from third-party sources. Third-party publications, studies and surveys

generally state that the data contained therein have been obtained from sources

believed to be reliable, but that there is no guarantee of accuracy or completeness

of such data.

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Shaftesbury Capital PLC | 2025 Annual Report 220

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Shaftesbury Capital PLC

Regal House

14 James Street

Covent Garden

WC2E 8BU