![img-0.jpeg](img-0.jpeg) # 5 ## SHAFTESBURY CAPITAL 2025 Annual Report --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Contents ## 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 2 Investing in the West End 4 What sets us apart 6 The year in review 7 Chief Executive's statement 8 Our strategy 12 Our business model 13 Measuring performance 14 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 91 ## Financial statements 151 ## Additional information 199 ![img-1.jpeg](img-1.jpeg) Visit us online to learn more about our business and portfolio www.shaftesburycapital.com ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg) ![img-4.jpeg](img-4.jpeg) ![img-5.jpeg](img-5.jpeg) ## 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. COVENT GARDEN SOME HOME CARNABY CHINATOWN LONDON ## 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. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # 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. 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. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Impossible-to-replicate portfolio in the heart of London's West End 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. WIGMORE STREET £5.4bn Portfolio valuation BOND STREET MAYFAIR Portfolio breakdown ![img-6.jpeg](img-6.jpeg) 36% Retail ![img-7.jpeg](img-7.jpeg) 33% Food & beverage ![img-8.jpeg](img-8.jpeg) 19% Office ![img-9.jpeg](img-9.jpeg) 12% Residential Represents percentage of the portfolio under management ![img-10.jpeg](img-10.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report Impossible-to-replicate portfolio in the heart of London's West End continued # Vibrant destinations ![img-11.jpeg](img-11.jpeg) ## 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. ![img-12.jpeg](img-12.jpeg) 52% of the value of the portfolio under management £2.8bn Valuation 63m Annual footfall* ![img-13.jpeg](img-13.jpeg) ## 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. ![img-14.jpeg](img-14.jpeg) 34% of the value of the portfolio under management £1.8bn Valuation 42m Annual footfall* ![img-15.jpeg](img-15.jpeg) ## 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. ![img-16.jpeg](img-16.jpeg) 14% of the value of the portfolio under management £0.8bn Valuation 42m Annual footfall* MRI OnLocation footfall counters --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Investing in the West End 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, innovation 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. ![img-17.jpeg](img-17.jpeg) ![img-18.jpeg](img-18.jpeg) ![img-19.jpeg](img-19.jpeg) ![img-20.jpeg](img-20.jpeg) Source data: CACI, Colliers, London Theatre Direct, MRI, Transport for London. ![img-21.jpeg](img-21.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report ![img-22.jpeg](img-22.jpeg) ![img-23.jpeg](img-23.jpeg) * MRI OnLocation football counters ![img-24.jpeg](img-24.jpeg) ![img-25.jpeg](img-25.jpeg) ![img-26.jpeg](img-26.jpeg) * CACI # Strong growth through our digital channels 26 Social channels 1.6m Combined followers 149k new followers in 2025 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 1.3m Organic engagement 52% increase year-on-year ![img-27.jpeg](img-27.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # What sets us apart ## Our portfolio - Concentrated in iconic, high-footfall destinations in the West End - Balance of uses with diversified income streams - Long history of occupier demand exceeding availability - Long-term resilience of exceptional destinations Read more on page 16 → ## 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 87 → Employee engagement ![img-28.jpeg](img-28.jpeg) ![img-29.jpeg](img-29.jpeg) ![img-30.jpeg](img-30.jpeg) ![img-31.jpeg](img-31.jpeg) ## Customer focus and insights - Placing our customers at the heart of our business to provide best-in-class service - Leveraging our deep understanding of our customers and consumers together with data-led insights to inform our business strategy Read more on page 25 → ## Annual footfall ![img-32.jpeg](img-32.jpeg) ## Stakeholder relationships - Collaborative approach, maintaining good relationships with our customers and local communities - Delivering positive environmental and social outcomes to enhance value for stakeholders Read more on page 37 → £5.9m ![img-33.jpeg](img-33.jpeg) ## Strong capital structure - Resilience, flexibility and efficiency - Access to significant liquidity - Disciplined approach to capital allocation - Prudent approach to financial leverage and risk Read more on page 49 → EPRA loan-to-value ratio ![img-34.jpeg](img-34.jpeg) 17% --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # The year in review ## Strong financial performance Strong financial performance with growth in rental income, earnings, dividends, valuation and EPRA NTA ![img-35.jpeg](img-35.jpeg) Underlying EPS¹ 4.5p 2024: 4.0p EPR A LTV¹ 17% 2024: 27% ## Basic earnings per share 18.7p 2024: 13.8p Net debt to EBITDA¹ 6.6x 2024: 10.9x Read more on page 42 → ¹ Further information on alternative performance and EPRA measures are set out on page 199. ## Excellent operating performance Strong operating performance with high occupancy, ERV and valuation growth ![img-36.jpeg](img-36.jpeg) L-f-L valuation growth +6.6% 2025 2024 £5.4bn* £5.0bn* L-f-L ERV growth +6.2% 2025 ERV*: £270m Low vacancy 2.6% ERV available to let 434 transactions +10.3% vs December 2024 ERV L-f-L AGI growth +5.3% 2025 AGI*: £215m Read more on page 27 → * Property portfolio under management ## A sustainable business Responsible long-term approach delivering long-term value ![img-37.jpeg](img-37.jpeg) Carbon footprint reduction 54% 2025 54%* 2024 50%* 85% Commercial assets EPC A-B by ERV Employee engagement 84% 2024: 82% Read more on page 72 → * Compared to 2019 baseline --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Chief Executive’s statement ![img-38.jpeg](img-38.jpeg) "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 ## 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-controlling 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 ambitions 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. ## 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 world-class retail, food & beverage, office and residential space, supporting London's position as a leading global destination. London's rich cultural offering, strong transport links, globally-recognised educational hub and innovative business environment continue to underpin its global appeal. The West End remains a thriving hub for culture, retail, dining, leisure and entertainment. With limited new supply and consistently high demand for prime space, the fundamentals of the West End 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 global brands. Our portfolio continues to benefit from active asset management and curation, ensuring our locations remain vibrant, distinctive and well-positioned to capture customer demand. Hotel occupancy in the West End remains high, while the Elizabeth Line continues to broaden catchment for visitors and workers alike. There is significant growth potential and rental reversion across each of our locations. Footfall and sales continue to strengthen, reflecting consumer confidence and underpinning leasing activity. 2025 has been a positive year, with demand remaining resilient despite uncertainty arising from higher employment costs and ongoing geopolitical and macroeconomic volatility. We have made significant progress and remain confident and excited about the prospects for each of our destinations. We are generating rental income --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report "We enter 2026 with a strong leasing pipeline across our destinations." growth through our asset management activities. The benefit of unifying the Covent Garden district including the Piazza and surrounding streets, together with Seven Dials, through leasing, asset management and marketing activities is clear. The changes implemented across Seven Dials over the past three years have delivered 32 per cent rental growth with continued leasing demand, reinforcing consumer interest in the wider Covent Garden area. The evolution of Carnaby Street has moved forward, with 19 new concepts introduced this year, with brand and category selection designed to address the evolving needs of our customers and consumers. We have undertaken initial engagement on public realm enhancements, including streetscape, lighting and wayfinding, which are expected to commence later this year while 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 transactional 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 whilst strengthening our financial position and providing significant optionality to the Group. We remain disciplined in our approach to capital allocation and continue 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 billion 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 Carnaby | 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 acquisitions present attractive asset management opportunities with rental growth potential. We continue to invest where appropriate, with an encouraging pipeline of acquisition opportunities currently 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 previous 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 continue to be identified and implemented across the business. Current initiatives include supplier consolidation --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Chief Executive’s statement continued across portfolio operations, such as security, cleaning, facility management and property management, which 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 Board 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 progression 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, flexibility 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 new 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 quality 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 cent 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, delivering high-quality service, while creating vibrant, differentiated experiences for visitors, workers and residents. Our approach focuses on building and maintaining close customer relationships together with our partners. Customer retention remains a strength, underpinned by consistently high renewal rates and trusted partnerships with our customers. The scale 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 our 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. Activations and events provide further collaboration opportunities with brands across our portfolio providing ancillary revenue opportunities whilst benefiting stakeholders across the wider 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 and 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 buildings 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 and 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 to decarbonise by replacing gas with electricity where practical to do so. As we look ahead, we will utilise technology and innovation to enhance our sustainability 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 realm across our destinations, making them greener and more enjoyable for everyone. Covent Garden’s Henrietta Street public realm is currently being improved, with completion expected by the end of 2026, delivering wider, more accessible pavements and enhanced al fresco dining with greening. We are also undertaking early engagement 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, provision 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 addition, 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 through partnerships across a range of charitable and community initiatives. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Chief Executive’s statement continued ## 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 and 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 overall engagement score of 84 per cent, ahead of the global benchmark. Overall, the employee feedback received was positive, reflecting strong levels of pride and commitment 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 well 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 Investment 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 designed to enhance productivity and value. There are benefits of scale through aggregation, improved public realm and greater use of data continue to support sustainable growth. These strong fundamentals and our active approach have enabled us to outperform. Despite ongoing macroeconomic and geopolitical uncertainty, the West End continues 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 grow 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 ![img-39.jpeg](img-39.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Our strategy ## Our purpose Investing to create thriving destinations in London's West End where people enjoy visiting, working and living. ![img-40.jpeg](img-40.jpeg) Confidence in medium-term targets set out in 2023¹ | Rental growth | Total property return | Total accounting return | | --- | --- | --- | | 5–7% | 7–9% | 8–10% | 1. Annualised rates over 3 to 5 years, assuming stable cap rates ## Our strategy ![img-41.jpeg](img-41.jpeg) 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 values - 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 --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 13 # Our business model ## Our resources - **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 ## How we deliver ![img-42.jpeg](img-42.jpeg) ## How we measure - **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 Creating value for our stakeholders For more on our stakeholder engagement: see pages 37 to 41 → --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Measuring performance 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 property return ![img-43.jpeg](img-43.jpeg) +10.1% +3.0% +10.1% Measures gains and losses on portfolio valuation including disposals, and rents received less associated costs. Benchmarked against the MSCI Total Return All Property Index (comparator group). During 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 percentage points per annum outperformance.) ## Total accounting return ![img-44.jpeg](img-44.jpeg) +9.1% +3.0% +9.1% Measures growth in EPRA NTA per share plus dividends per share paid during the year. Benchmarked against the FTSE 350 Real Estate companies (comparator group). The Group generated a total accounting return of 9.1 per cent in the year, outperforming the median of the comparator group by 3.0 percentage points. ## Total shareholder return ![img-45.jpeg](img-45.jpeg) +18.6% +4.7% +18.6% 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. 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. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Measuring performance continued ![img-46.jpeg](img-46.jpeg) **Underlying earnings per share** 4.5p 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. ![img-47.jpeg](img-47.jpeg) **EPRA net tangible assets per share** 214.7p The net assets as at the end of the year including the excess of the fair value of trading property over its cost and revaluation of other non-current investments, excluding the fair value of financial instruments and deferred tax on revaluations, divided by the diluted number of ordinary shares. EPRA NTA per share as at 31 December 2025 was 214.7 pence, a 7.2 per cent increase from 31 December 2024. ![img-48.jpeg](img-48.jpeg) **Properties with an EPC rating of A to C** 94% 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. # We are proud of the following awards, benchmarks and accreditations: ![img-49.jpeg](img-49.jpeg) ![img-50.jpeg](img-50.jpeg) ![img-51.jpeg](img-51.jpeg) ![img-52.jpeg](img-52.jpeg) ![img-53.jpeg](img-53.jpeg) ![img-54.jpeg](img-54.jpeg) ![img-55.jpeg](img-55.jpeg) 1. https://www.msci.com/legal/notice-and-disclaimer 2. https://www.lseg.com/en/ftse-russell/indices/ftse4good --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Our portfolio Delivering long-term sustainable rental income and value growth ![img-56.jpeg](img-56.jpeg) 2.6% ERV available to let +6.6% Valuation +6.2% ERV +5.3% Annualised gross income 434 Leasing transactions completed --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # COVENT GARDEN +5.5% Valuation £2.8bn +5.6% ERV £142m +4.8% Annualised gross income £110m 1.5m Sq. ft. of lettable space --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # COVENT GARDEN "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 ![img-57.jpeg](img-57.jpeg) - Retail - Food & beverage - Offices - Residential Percentage of portfolio valuation as at 31 December 2025 # 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 iconic Piazza, Market Building and surrounding streets, together with Seven Dials, a seventeenth-century network of streets and courtyards. Covent Garden offers unique shopping and dining experiences complemented by offices and a high-quality residential neighbourhood. This exceptional mixed-use portfolio of approximately 1.5 million square feet provides a broad range of unit sizes, attracting a wide spectrum of retail and hospitality customers. 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 international 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 cent 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 renewals 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. ![img-58.jpeg](img-58.jpeg) # 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 destinations. E Watch video coverage of the event here: https://bit.ly/4seb5y0 --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Covent Garden continued ## Henrietta Street reimagined Improvements to the Henrietta Street public realm have commenced to enhance accessibility and pedestrian comfort through widened footways, level surfaces and improved permeability. High-quality materials, sensitively integrated lighting and retained historic features will reinforce the character of the Market Building and Piazza while improving safety and overall streetscape quality. CGI for illustrative purposes only ![img-59.jpeg](img-59.jpeg) ![img-60.jpeg](img-60.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report SOFHO CARNABY STREET WELCOME TO CARNABY STREET +8.5% Valuation £1.8bn +7.5% ERV £92m +6.8% Annualised gross income £72m 0.9m Sq. ft of lettable space --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Soho # CARNABY STREET "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 ![img-61.jpeg](img-61.jpeg) - Retail - Food & beverage - Offices - Residential Percentage of portfolio valuation as at 31 December 2025 # A distinctive London district shaped by cultural heritage and creative energy 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 famous 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 independent 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 - providing 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 food & beverage lettings and asset management activity. # 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 signing follows the brand's recent upsizing in Covent Garden, reflecting our ability to support customer growth and expansion across the portfolio. ![img-62.jpeg](img-62.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report Carnaby | Soho continued # 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. CGI for illustrative purposes only ![img-63.jpeg](img-63.jpeg) ![img-64.jpeg](img-64.jpeg) # 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 Tala, Farm Rio and Charlotte Tilbury alongside signings including Sephora and Edikted, which sit alongside a number of new high-quality dining offers, reinforcing the area's position as a dynamic, experience-led destination. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # CHINATOWN LONDON +6.4% Valuation £0.8bn +5.5% ERV £36m +4.0% Annualised gross income £33m 0.4m Sq. ft. of lettable space --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # CHINATOWN LONDON "London's Chinatown is unmatched in its variety and authenticity – offering an array of cuisines in a vibrant area." The Times ![img-65.jpeg](img-65.jpeg) - Retail - Food & beverage - Offices - Residential Percentage of portfolio valuation as at 31 December 2025 # 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 restaurants, bars, shops and cafés, as well as its unique mix of oriental supermarkets and authentic Asian retail stores, attract large numbers of Londoners, tourists, Chinese students and 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 "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 London'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. ![img-66.jpeg](img-66.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # 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. Our digital platforms including social media, email newsletters and websites continue to see significant growth. During the year, our level of engagement 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 our channels and in December 2025 launched a new consumer website for Covent Garden. 1.6m total social audience 280k email subscribers 149k new followers in 2025 ![img-67.jpeg](img-67.jpeg) # 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. "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 ![img-68.jpeg](img-68.jpeg) ![img-69.jpeg](img-69.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 26 Creating consumer experiences for action ## 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. ![img-70.jpeg](img-70.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Operating and portfolio review ## 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. Our properties are located at the heart of the West End's entertainment and cultural attractions, benefitting from excellent connectivity through close proximity 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 requirements 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 through leasing and asset management activity. Customer sales in aggregate are approximately 30 per cent ahead of pre-pandemic levels, while retail ERVs are only marginally 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, category 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 rental uplifts and align leases with prevailing market rates. Our approach and aggregated ownership of estates enables us to deliver rental growth whilst establishing new rental tones, the benefit of which is often compounded across nearby buildings. Our focus is on converting the portfolio's reversionary potential into contracted income 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 transacted 22 per cent ahead of previous passing rents with a strong leasing pipeline. ![img-71.jpeg](img-71.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # 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 refurbishment | 11.3 | 13.5 | | Net under-rented | 17.6 | 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 and look for opportunities to expand, adding to our growth prospects. Ongoing asset management initiatives continue across Covent Garden and Carnaby | Soho in particular. During 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. ![img-72.jpeg](img-72.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 29 Operating and portfolio review continued "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 £1,962 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 average 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 million). 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 net 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 cent. 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 have seen marginal yield compression, supported by occupational and investment transactional evidence demonstrating demand for high-quality, prime central London real estate, from both international and domestic investors. There is renewed appetite for larger lot sizes with lower interest rates contributing to improved liquidity conditions. 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 management 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 cent 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. During 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 reflection 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. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 30 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, comprising: - 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 reviews 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 previous passing rent | | --- | --- | --- | --- | --- | | Retail | 66 | 13.1 | 11.8 | 18.7 | | Food & beverage | 37 | 8.7 | 15.7 | 27.3 | | Offices | 46 | 6.1 | 7.2 | 11.1 | | Residential | 285 | 10.9 | 6.4 | 3.9 | | Total | 434 | 38.8 | 10.3 | 13.9 | Leasing transactions by destination concluded during the year | Destination | Transactions | New contracted rent £m | % above Dec 2024 ERV | % above previous passing rent | | --- | --- | --- | --- | --- | | Covent Garden | 196 | 18.3 | 9.6 | 17.8 | | Carnaby | Soho | 164 | 14.2 | 9.8 | 9.9 | | Chinatown | 74 | 6.3 | 13.9 | 11.6 | | Total | 434 | 38.8 | 10.3 | 13.9 | ## 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 was 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 | 0.7 | 1.7 | 9 | | Food & beverage | 0.8 | 2.0 | 26 | | Offices | 0.1 | 0.2 | 4 | | Residential | 0.0 | 0.1 | 2 | | Total¹ | 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 | 0.7 | 1.7 | 15 | | Food & beverage | 0.5 | 1.4 | 19 | | Offices | 0.7 | 1.9 | 32 | | Residential | 0.7 | 1.8 | 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 equating 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, mixed-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 James 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 widening the footway, creating a level surface to improve accessibility, and upgrading the surfacing to enhance the historic character. Public lighting will be improved 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. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Operating and portfolio review continued ## Under refurbishment | Use | % of portfolio under management ERV | ERV (£m) | Area ('000 sq. ft.) | | --- | --- | --- | --- | | Retail | 0.3 | 0.8 | 7 | | Food & beverage | 0.7 | 1.8 | 22 | | Offices | 3.0 | 8.2 | 93 | | Residential | 0.2 | 0.5 | 8 | | Total | 4.2 | 11.3 | 130 | | | 2025 Assets under management | 2024 Assets under management | 2025 Group share portfolio | | --- | --- | --- | --- | | Valuation (£m)¹ | 5,405.2 | 4,971.6 | 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 | | ERV psf (£) | 98 | 92 | 98 | | 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 yield | 3.6% | 3.6% | 3.6% | | Topped up net initial yield | 3.9% | 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 count²,³ | 1,906 | 1,869 | 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 and 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 sentiment 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 December 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 residential apartments have been sold. ![img-73.jpeg](img-73.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report Operating and portfolio review continued # Retail ![img-74.jpeg](img-74.jpeg) ## 36% of the property portfolio under management value Demand for West End retail is excellent, with brands placing considerable value on locations that combine high footfall, culture and a diverse consumer base. Scarcity 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 and 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 Swatch, 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 experiential retail. A number of high-quality brands have been added to Seven Dials including luxury ![img-75.jpeg](img-75.jpeg) ![img-76.jpeg](img-76.jpeg) ![img-77.jpeg](img-77.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # 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 flagship 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 of £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. | BYRIDO | SEPHORA | | --- | --- | | edikted | DOLCE & GABBANA | | FARM RIO | TALA | | MATIERE | CharlotteTilbury | ![img-78.jpeg](img-78.jpeg) | 66 | +£13.1m | | --- | --- | | lettings and renewals | contracted rent | | 419 | +8.1% | | shops | L-f-L ERV | | +10.4% | +3.2% | | L-f-L valuation growth | L-f-L annualised gross income | ![img-79.jpeg](img-79.jpeg) ![img-80.jpeg](img-80.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 34 Operating and portfolio review continued # Food & beverage ![img-81.jpeg](img-81.jpeg) ## 33% of the property portfolio under management value 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 food & 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 levels 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, Burro, 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 London, 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. The 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 our Soho portfolio. Founder-led Soho restaurant Heard opened on Foubert's Place, alongside pizza and natural wine concept Ria's, joined by French-inspired restaurant 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 ALTA opened in Kingly Court over two floors with an outdoor terrace and Soho icon The Shaston Arms relaunched under new management. Italian restaurant, Padella, signed to ![img-82.jpeg](img-82.jpeg) # Burro # Ria's # Heard. # HARRY'S # COVENT GARDEN # A # PADELLA # L # T # A ![img-83.jpeg](img-83.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # 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 on 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 customer base and unique cultural resonance. Interest in Chinatown, especially from new international entrants, is positive, with active demand from existing customers. Recent 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 and 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 total 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. ![img-84.jpeg](img-84.jpeg) | 37 lettings and renewals | +£8.7m contracted rent | | --- | --- | | 392 units | +4.9% L-f-L ERV | | +5.8% L-f-L valuation growth | +5.0% L-f-L annualised gross income | ![img-85.jpeg](img-85.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 36 Operating and portfolio review continued # Office ![img-86.jpeg](img-86.jpeg) ## 19% of the property portfolio under management value 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 credentials. Our offices benefit from unparalleled connectivity, with short walking distances to busy West End stations including Covent Garden, Leicester Square, Charing Cross, Oxford Circus, Piccadilly Circus and Tottenham Court Road. Customers place high value on being located within vibrant mixed-use neighbourhoods, where retail, dining, culture and 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 and retaining talent. Our Carnaby | Soho and Covent Garden offices have captured this demand, with lettings to occupiers in the financial, professional services and real estate sectors. Our refurbishment strategy remains focused on delivering spaces that meet a broad spectrum of customer requirements - from larger floorplates to highly flexible, ready-to-occupy suites - ensuring we can accommodate both established organisations and fast-growing businesses. The range of options across our portfolio continues to support customer ![img-87.jpeg](img-87.jpeg) expansion and long-term retention. During the year, refurbishment of 23,000 square feet at The Floral, Covent Garden, targeting BREEAM Outstanding, completed and is fully occupied, together with new signings on King Street, Ganton Street and Carnaby Street, commanding rents of over £110 per square foot. During 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. # Residential ![img-88.jpeg](img-88.jpeg) ## 12% of the property portfolio under management value 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 quality and character of our period buildings, which combine modern specification with the advantages of vibrant neighbourhoods and well-managed estates. These attributes remain 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 supply 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 residential portfolio continues to play a role in supporting our vibrant, mixed-use neighbourhoods. Across the year, 285 residential lettings and renewals were completed, 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. --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 37 # 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 --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report # Stakeholder engagement 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. | --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 39 # 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. | --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 40 # Stakeholder engagement continued ## 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 - 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. ### Why we engage - 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. ### How we engage - 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. ### Outcomes of our engagement - 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 - 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. ### Why we engage - 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. ### How we engage - 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. ### Outcomes of our engagement - 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 (including removal of a customer terrace and the introduction of window privacy screens). --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 41 # 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. | --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 42 # Financial review ![img-89.jpeg](img-89.jpeg) --- Strategic report Corporate governance Financial statements Additional information Shaftesbury Capital PLC | 2025 Annual Report 43 # Financial review ![img-90.jpeg](img-90.jpeg) "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 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 introduced private capital through the formation of a long-term partnership on Covent Garden with the Norwegian sovereign wealth fund which highlights the fundamental 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 against 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 ## Financial results | £161.1m | £81.9m | | --- | --- | | Gross profit^{1} | Underlying earnings^{1} | | 4.0p | 4.5p | | Dividend per share | Underlying earnings per share^{1} | | £340.2m | IFRS profit for the year attributable to owners of Parent | ## £5,407m Total market value of portfolio under management ## £3,954m Net assets attributable to owners of Parent ## £1,014m Cash and undrawn facilities12