THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) if you are in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser. This document, which in the United Kingdom comprises a prospectus relating to the Rights Issue, has been prepared in accordance with the Prospectus Rules of the UK Listing Authority (made under Section 73A of the FSMA) and has been approved by the Financial Conduct Authority (the ‘‘FCA’’) in accordance with Section 85 of the FSMA and made available to the public in accordance with Rule 3.2.1 of the Prospectus Rules. This document is not a prospectus within the meaning of the South African Companies Act but is a circular as defined in the JSE Listings Requirements. Accordingly, a copy of this document in English has been submitted to and approved by JSE Ltd in accordance with paragraph 16.3 of the JSE Listings Requirements and will be lodged with the South African Companies and Intellectual Property Commission for disclosure and record purposes only. If you sell or transfer or have sold or otherwise transferred all of your Existing Shares held in certificated form (other than ex-Rights) before 8:00 a.m. (London time) on 31 March 2014 (in the case of Shareholders whose Shares are on the UK Register and which are in certificated form) or before 9:00 a.m. (Johannesburg time) on 31 March 2014 (in the case of Shareholders whose Shares are on the SA Register and who hold their Shares in certificated form) (the relevant ‘‘Ex-Rights Date’’), please send this document and any Provisional Allotment Letter or Form of Instruction (as applicable), duly renounced, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to, the United States and any of the Restricted Jurisdictions. If you are a Shareholder who holds Shares in certificated form and you sell or transfer or have sold or otherwise transferred only part of your holding of Existing Shares held in certificated form (other than ex-Rights) before the relevant Ex-Rights Date, you should immediately consult the bank, stockbroker or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document and in the Provisional Allotment Letter, if your Shares are on the UK Register, or refer to the section entitled ‘‘Partial acceptance, renunciation and/or sale’’ in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document and in the Form of Instruction, if your Shares are on the SA Register. If you are a Shareholder who holds Shares in uncertificated form and you sell or transfer or have sold or have otherwise transferred all or some of your Existing Shares (other than ex-Rights) held in uncertificated form before the relevant Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK & Ireland which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee, if your Shares are on the UK Register, or the appropriate number of Letters of Allocation will be automatically credited to the purchaser’s or transferee’s CSDP or broker account, if your Shares are on the SA Register. Qualifying CREST Shareholders will have their Nil Paid Rights credited to their stock accounts in CREST. Qualifying South African Shareholders who hold their Shares in uncertificated form will not be sent a Form of Instruction and will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation (which represent their entitlement to Nil Paid Rights). Qualifying Non-CREST Shareholders will be sent a Provisional Allotment Letter (representing their entitlement to Nil Paid Rights). Qualifying South African Shareholders who hold their Shares in certificated form will be sent a Form of Instruction and will have their Letters of Allocation (which represent their entitlement to Nil Paid Rights) credited to an account held with the SA Registrar. The Nil Paid Rights will not be admitted to trading on any exchange other than the LSE and the Letters of Allocation will not be admitted to trading on any exchange other than the JSE. The distribution of this document, the Provisional Allotment Letter and/or the Form of Instruction and the transfer of Nil Paid Rights, Fully Paid Rights, Letters of Allocation and/or New Shares into jurisdictions other than the United Kingdom and South Africa may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this document, the Provisional Allotment Letter and/or the Form of Instruction and any other related documents should not be distributed, forwarded to or transmitted in or into the United States or any of the Restricted Jurisdictions. This document does not constitute an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Shares or to take up entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in which such offer or solicitation is unlawful, except as determined by the Company in its sole discretion and pursuant to applicable law.

13MAR201413472717 Intu Properties plc (incorporated and registered in England and Wales with registered number 03685527)

2 for 7 Rights Issue of 278,241,628 New Shares at 180 pence or ZAR32.28 per New Share

Sponsor Rothschild

Joint Bookrunner Joint Bookrunner Joint Bookrunner BofA Merrill Lynch UBS Investment Bank HSBC

The Existing Shares are listed on the premium segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. The Existing Shares have a secondary listing, and are traded, on the Main Board of the JSE. Application has been made to the UK Listing Authority and to the London Stock Exchange for the New Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange, respectively. It is expected that UK Admission will become effective and that dealings on the London Stock Exchange in the New Shares (nil paid) will commence at 8:00 a.m. (London time) on 31 March 2014 and in the New Shares (fully paid) will commence at 8:00 a.m. (London time) on 22 April 2014. Application has been made to JSE Ltd for the Letters of Allocation and the New Shares to be admitted to listing and trading on the Main Board of the JSE. It is expected that South African Admission will become effective and that dealings on the JSE in the Letters of Allocation (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on 31 March 2014 and in the New Shares (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on 11 April 2014 and in the New Shares (fully paid) will commence at 9:00 a.m. (Johannesburg time) on 22 April 2014. You should read this entire document and the information incorporated by reference into this document in full. Shareholders and any other persons contemplating a purchase of Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares should read in particular the part of this document entitled ‘‘Risk Factors’’ at pages 20 to 33 for a discussion of certain risks and other factors that should be considered when deciding on what action to take in relation to the Rights Issue or deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares. Investors should only rely on the information contained in this document and any documents incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this document and any document incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised. Intu will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information. The Company and its Directors (whose names appear on page 39 of this document) accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. Apart from the responsibilities and liabilities, if any, that may be imposed on Rothschild, HSBC, Merrill Lynch International or UBS by, and owed solely to the FCA, no representation or warranty, express or implied, is made by Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS or any person affiliated with Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS in relation to this document, including as to the accuracy, completeness or verification of the information set forth in this document, in connection with Intu or the Rights Issue and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. None of Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS nor any of their respective Affiliates assumes any responsibility in relation to this document, including its accuracy, completeness or verification and accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. HSBC, which is authorised in the United Kingdom by the Prudential Regulation Authority (the ‘‘PRA’’) and authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction, arrangement or other matter referred to in this document. Merrill Lynch International, which is authorised in the United Kingdom by the PRA and authorised and regulated in the United Kingdom by the FCA, and Merrill Lynch South Africa, which is a registered sponsor and member of the JSE, are acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction, arrangement or other matter referred to in this document. UBS, which is authorised in the United Kingdom by the PRA and authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction, arrangement or other matter referred to in this document. Rothschild, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Intu and no one else in connection with the Rights Issue and the Acquisition and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or the Acquisition or any transaction, arrangement or other matter referred to in this document. Neither the delivery of this document nor any sale made hereunder shall under any circumstances imply that there has been no change in the Company’s affairs since the date hereof or that the information set forth in this document is correct as of any date subsequent to its date. The Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation, the Provisional Allotment Letters, the Forms of Instruction and the New Shares are not transferable except in accordance with, and the distribution of this document is subject to, the restrictions set out in paragraph 9 of Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document. No action has been taken by Intu or any of the Banks that would permit an offer of the New Shares or rights thereto or possession or distribution of this document or any other offering or publicity material or the Provisional Allotment Letters, the Forms of Instruction, the Letters of Allocation, the Nil Paid Rights or the Fully Paid Rights to the public in any jurisdiction where action for that purpose is required, other than in the United Kingdom and South Africa. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes are required to inform themselves about and observe any such restrictions, including those set out in the preceding paragraphs. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. For further information on the manner of distribution of the New Shares or rights thereto, and the transfer restrictions to which they are subject, see paragraph 9 of Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document. The Nil Paid Rights, the Fully Paid Rights, the New Shares, the Provisional Allotment Letters, the Letters of Allocation, and the Forms of Instruction have not been and will not be registered under the US Securities Act of 1933 (‘‘US Securities Act’’) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares in the United States. The Provisional Allotment Letters, the Letters of Allocation and the New Shares are being offered and sold in offshore transactions in compliance with Regulation S of the US Securities Act (‘‘Regulation S’’) and within the United States to qualified institutional buyers (‘‘QIBs’’) as defined in Rule 144A of the US Securities Act (‘‘Rule 144A’’) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Purchasers are hereby notified that sellers of the New Shares may be relying on an exemption from Section 5 of the US Securities Act provided by Rule 144A. The Nil Paid Rights, the Fully Paid Rights, the New Shares, the Provisional Allotment Letters, the Letters of Allocation, and the Forms of Instruction also have not been and will not be registered under the securities laws of any Restricted Jurisdiction and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption, from and in compliance with (or in a transaction not subject to), any applicable securities laws. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares in any of the Restricted Jurisdictions. It is expected that Qualifying Non-CREST Shareholders other than, subject to certain exceptions, those with registered addresses in the United States or any of the Restricted Jurisdictions will be sent a Provisional Allotment Letter on 28 March 2014; that Qualifying South African Shareholders who hold their Shares in certificated form, other than, subject to certain exceptions, those with registered addresses in the United States or any of the Restricted Jurisdictions will be sent a Form of Instruction on 1 April 2014 that Qualifying CREST Shareholders and Qualifying South African Shareholders who hold their Shares in uncertificated form, other than, subject to certain exceptions, those with registered addresses in the United States or any of the Restricted Jurisdictions, will receive a credit to their appropriate stock accounts in CREST or Strate in respect of the Nil Paid Rights or Letters of Allocation to which they are entitled on 31 March 2014 and 7 April 2014, respectively. Your attention is drawn to the fact that no person in the United States or any Restricted Jurisdiction receiving or being given access to a copy of this document, a Provisional Allotment Letter or Form of Instruction and/or receiving a credit of Nil Paid Rights to a stock account in CREST or a Letter of Allocation to a broker or CSDP account in Strate may treat the same as constituting an invitation or offer to him nor should he in any event use the Provisional Allotment Letter or Form of Instruction or deal with Nil Paid Rights or Fully Paid Rights in CREST or Letters of Allocation in Strate unless such an invitation or offer could lawfully be made to and accepted by him or the Provisional Allotment Letter or Form of Instruction (as the case may be) could lawfully be used or dealt with without contravention of any registration or other legal requirements. In such circumstances, this document, the Provisional Allotment Letter and the Form of Instruction are to be treated as sent (or made available) for information only and should not be copied or redistributed and such Qualifying Shareholders should take independent professional advice in relation thereto. Qualifying Non-CREST Shareholders should retain this document for reference pending receipt of a Provisional Allotment Letter. Qualifying CREST Shareholders should note that they will receive no further written communication from Intu in respect of the Rights Issue. They should accordingly retain this document for, among other things, details of the action they should take in respect of the Rights Issue. Qualifying CREST Shareholders who are CREST Sponsored Members should refer to their CREST Sponsors regarding the action to be taken in connection with this document and the Rights Issue. The latest time and date for acceptance and payment in full in respect of the Rights Issue by Qualifying Shareholders (other than Qualifying South African Shareholders) is expected to be 11:00 a.m. (London time) on 17 April 2014, unless otherwise announced by the Company. In respect of Qualifying South African Shareholders the latest time and date for acceptance and payment in full is expected to be 12:00 p.m. (Johannesburg time) 17 April 2014, unless otherwise announced by the Company. The procedures for acceptance and payment are set out in Part III: ‘‘Information in relation to the Rights Issue’’ of this document and, for Qualifying Non-CREST Shareholders and Qualifying South African Shareholders who hold their Existing Shares in certificated form (other than, subject to certain exceptions as set out in paragraphs 3 and 4 of section 2 of Part III: ‘‘Information in relation to the Rights Issue’’ of this document, Shareholders with a registered address in the United States or any of the Restricted Jurisdictions), in the Provisional Allotment Letter or Form of Instruction, as the case may be. Qualifying CREST Shareholders should refer to paragraph 5 of section 2 of Part III: ‘‘Information in relation to the Rights Issue’’ of this document titled ‘‘Action to be taken by Qualifying CREST Shareholders in relation to Nil Paid Rights and Fully Paid Rights in CREST’’. Qualifying South African Shareholders who hold their shares in uncertificated form should refer to the relevant provisions contained in paragraph 4 of section 2 of Part III: ‘‘Information in relation to the Rights Issue’’ of this document titled ‘‘Action to be taken by Qualifying South African Shareholders’’. None of the Nil Paid Rights, the Fully Paid Rights, the New Shares, the Provisional Allotment Letters, the Letters of Allocation, the Forms of Instruction, this document or any other offering document relating to the Existing Shares or to the New Shares have been approved or disapproved by the United States Securities and Exchange Commission (the ‘‘SEC’’), any State’s securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fully Paid Rights, the Nil Paid Rights, the Provisional Allotment Letters, the Letters of Allocation, the New Shares or the Rights Issue or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence. Subject to certain exceptions, none of this document, the Provisional Allotment Letters, the Forms of Instruction or the Letters of Allocation will be distributed in or into the United States or any of the Restricted Jurisdictions, and none of this document, the Provisional Allotment Letters, the Forms of Instruction or the Letters of Allocation constitute an offer of Nil Paid Rights, Fully Paid Rights or New Shares to any Shareholder with a registered address in, or who is resident or located in, the United States or any of the Restricted Jurisdictions. None of the Nil Paid Rights, the Fully Paid Rights, the New Shares, the Provisional Allotment Letters, the Forms of Instruction or the Letters of Allocation have been or will be registered under the relevant laws of any State, province or territory of the United States or any of the Restricted Jurisdictions. Persons into whose possession this document comes should inform themselves about and observe any restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any jurisdiction. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANYWAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO OVERSEAS SHAREHOLDERS All Overseas Shareholders and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this document, or any Provisional Allotment Letter or any Form of Instruction if and when received, or any other document relevant to the Rights Issue, to a jurisdiction outside the United Kingdom or South Africa should read the information set out in paragraph 9 of Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document. NOTICE TO SOUTH AFRICAN SHAREHOLDERS Qualifying South African Shareholders who hold their Shares in certificated form will need to complete a Form of Instruction and cannot exercise or otherwise deal in their Letters of Allocation under the Rights Issue by way of a Provisional Allotment Letter. Any Provisional Allotment Letter (as opposed to a Form of Instruction) sent by a Qualifying South African Shareholder will be treated as invalid by Intu. Further information on the Form of Instruction is set out in paragraph 4 of Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document. Qualifying South African Shareholders who hold their Shares in certificated form and who have not received their Form of Instruction by 7 April 2014 and think that they are eligible to participate in the Rights Issue should contact the SA Registrar (tel: 011 370 5000, if calling from inside South Africa, or +27 11 370 5000 from outside South Africa). Qualifying South African Shareholders who hold Shares in uncertificated form must instruct their CSDP or broker to act on their behalf in terms of the custody agreement entered into between the relevant Qualifying South African Shareholder and the CSDP or broker. GENERAL NOTICE Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in or incorporated by reference into this document for any purpose other than in considering an investment in the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation and/or the New Shares is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing. In making an investment decision, each investor must rely on his or her own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved. The investors also acknowledge that: (i) they have not relied on the Banks or any person affiliated with the Banks in connection with any investigation of the accuracy of any information contained in this document or their investment decision; and (ii) they have relied only on the information contained in this document, and that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the New Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Banks. None of Intu, Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS nor any of their respective Affiliates is making any representation or warranty, express or implied, to any offeree or purchaser of the New Shares regarding the legality of an investment in the securities by such offeree or purchaser under the laws applicable to such offeree or purchaser. The contents of this document and the information incorporated by reference herein should not be construed as legal, business, financial, tax, investment or other professional advice. This document is for investors’ information only and nothing in this document is intended to endorse or recommend a particular course of action. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the New Shares. This document is dated 20 March 2014. TABLE OF CONTENTS

SUMMARY ...... 2 INDICATIVE STATISTICS ...... 15 EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UNITED KINGDOM ...... 16 EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA ...... 18 RISK FACTORS ...... 20 IMPORTANT INFORMATION ...... 34 DIRECTORS, GROUP COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS ...... 39 PART I LETTER FROM THE CHAIRMAN OF INTU PROPERTIES PLC ...... 41 PART II BUSINESS OVERVIEW OF THE GROUP ...... 52 PART III INFORMATION IN RELATION TO THE RIGHTS ISSUE ...... 67 PART IV OPERATING AND FINANCIAL REVIEW OF THE GROUP ...... 112 PART V HISTORICAL FINANCIAL INFORMATION OF THE GROUP ...... 140 PART VI UNAUDITED PRO FORMA STATEMENT OF NET ASSETS ...... 141 PART VII VALUATION REPORTS AS AT 31 DECEMBER 2013 FOR THE GROUP .... 144 PART VIII VALUATION REPORT AS AT 6 MARCH 2014 FOR MERRY HILL, DERBY AND SPRUCEFIELD ...... 188 PART IX TAXATION ...... 197 PART X ADDITIONAL INFORMATION ...... 210 PART XI DOCUMENTATION INCORPORATED BY REFERENCE ...... 266 PART XII DEFINITIONS ...... 267

1 SUMMARY Summaries are made up of disclosure requirements known as ‘‘Elements’’. The Elements are numbered in Sections A to E (A.1 to E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘‘not applicable’’.

SECTION A—Introduction and Warnings A.1 Introduction and This summary should be read as an introduction to the warnings: prospectus. Any decision to invest in the new ordinary shares of 50 pence in the share capital of the Company (‘‘New Shares’’) in nil paid form (‘‘Nil Paid Rights’’), and/or rights to acquire the New Shares fully paid (‘‘Fully Paid Rights’’) and/or a renounceable letter of allocation (‘‘Letter of Allocation’’) and/or New Shares pursuant to the 2 for 7 rights issue announced by the Company on 20 March 2014 (the ‘‘Rights Issue’’) should be based on consideration of this document as a whole by the investor. Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent by the issuer to Not applicable. The Company has not given its consent to the the use of the Prospectus use of this document for the resale or final placement of the for resale or final New Shares by financial intermediaries. placement of securities by financial intermediaries:

SECTION B—Issuer B.1 Legal and commercial Intu Properties plc (‘‘Intu’’ or the ‘‘Company’’). name: B.2 Domicile and legal form, The Company is a public limited company, incorporated and applicable legislation and domiciled in England and Wales with its registered office country of incorporation: situated in London, United Kingdom and is registered as an external company in South Africa with its registered external office situated in Johannesburg, South Africa. The Company operates under the United Kingdom Companies Act 2006 and is also subject to the South African Companies Act 71 of 2008. B.3 Current operations and Intu is the UK’s leading shopping centre owner, developer and principal activities and the manager, with interests in 17 shopping centres including ten of principal markets in which the UK’s top 25 and one of the top centres in Spain. it competes: With 18 million sq. ft. of retail, catering and leisure space valued at £7.6 billion, as at 31 December 2013, Intu’s centres attract around 350 million customer visits a year and two-thirds of the UK population live within 45 minutes’ drive time of one of the centres.

2 At the beginning of January 2013, the Company announced the creation of a nationwide consumer facing shopping centre brand—intu—and the transformation of the Group’s digital proposition with a view to providing the UK’s leading shopping centre experience both on and off-line. Intu has a UK development pipeline of £1.2 billion over the next ten years on active management projects at most of its centres and major extensions. Intu also has interests outside the UK comprising an effective interest of 9 per cent. in Equity One, a US retail REIT, a 32 per cent. interest in Prozone, an Indian shopping centre developer, a joint venture in Spain for pre-development activity on three major sites under option in Malaga, Valencia and Vigo, and a joint partnership interest in a regional shopping centre in Oviedo, Northern Spain. B.4a Significant recent trends Intu operates in the retail and leisure sector of the real estate affecting the Company and market, predominantly in the UK. This market is affected by the the industries in which it impact of macro-economic conditions and changing consumer operates: shopping habits on retailers and operators. In recent years a number of retailers have ceased to trade, causing short-term income fluctuation, and others have limited their investment programmes resulting in Intu having limited capacity to increase rental levels. However, occupancy in the Group’s centres remains high at 95 per cent. and the market shift towards top regional shopping centre destinations such as Intu’s continues. B.5 Description of the Group The Company was incorporated in 1998 and is the ultimate and the Company’s parent company of the Group comprised of the Company and its position within the Group: subsidiaries from time to time.

B.6 Interests in the Company As at 17 March 2014, being the latest practicable date prior to and voting rights: the publication of this document, insofar as it is known to the Directors from notifications received by the Company in accordance with the Disclosure and Transparency Rules, the names of each person, other than a Director, who, directly or indirectly, is interested in 3 per cent. or more of the voting rights attaching to the issued share capital of the Company, and the amount of such person’s interest, is as follows: As at 17 March 2014 Approximate percentage of the voting rights attached to the issued share Ordinary Shares capital The Wider Peel Group ..... 192,102,358 19.73 Coronation Asset Management (Pty) Limited . . 136,288,534 13.99 Gordon Family Interests .... 92,143,204 9.46 BlackRock Inc ...... 52,301,369 5.37 Public Investment Corporation ...... 35,565,906 3.65 Save as set out above, the Company is not aware of any person who, as at 17 March 2014, being the latest practicable date prior to the publication of this document, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company. None of the major shareholders of the Company set out above has different voting rights from any other holder of Ordinary Shares in respect of any Ordinary Shares held by them.

3 B.7 Select historical key The tables below set out the Group’s summary financial financial information: information for the periods indicated. The financial information for the three years ended 31 December 2011, 2012 and 2013 has been extracted without material adjustment from the audited financial statements of the Group for that period. Group Summary Consolidated Income Statements for the financial years ended 31 December 2011, 2012 and 2013 2013 2012 2011 (£m) Revenue ...... 533.2 525.7 516.1 Net rental income ...... 369.5 362.6 364.0 Operating profit ...... 450.2 387.1 474.4 Net finance costs ...... (87.3) (234.5) (447.2) Profit before tax and associates .... 362.9 152.6 27.2 Profit for the year ...... 364.0 158.6 33.6 Attributable to: Owners of Intu ...... 359.8 155.9 30.0 Non-controlling interest ...... 4.2 2.7 3.6 364.0 158.6 33.6 Basic earnings per share ...... 37.8p 17.6p 2.9p Diluted earnings per share ...... 35.1p 17.3p 2.9p

Group Summary Consolidated Statements of Comprehensive Income for the financial years ended 31 December 2011, 2012 and 2013 2013 2012 2011 (£m) Profit for the year ...... 364.0 158.6 33.6 Other comprehensive income for the year ...... (1.6) 18.0 (22.7) Total comprehensive income for the year ...... 362.4 176.6 10.9 Attributable to: Owners of Intu ...... 359.2 173.9 7.3 Non-controlling interest ...... 3.2 2.7 3.6 362.4 176.6 10.9

4 Group Summary Consolidated Balance Sheets as at 31 December 2011, 2012 and 2013 2013 2012 2011 (£m) Non-current assets Investment and development property ...... 7,551.4 7,009.7 6,896.2 Other non-current assets ...... 340.7 324.5 331.9 7,892.1 7,334.2 7,228.1 Current assets Current assets ...... 317.5 257.5 171.8 Total assets ...... 8,209.6 7,591.7 7,399.9 Current liabilities Borrowings ...... (149.2) (94.2) (65.4) Other current liabilities ...... (258.4) (240.6) (305.8) (407.6) (334.8) (371.2) Non-current liabilities Borrowings ...... (3,944.0) (3,751.6) (3,546.1) Derivative financial instruments .... (220.5) (495.8) (535.7) Other non-current liabilities ...... (16.4) (3.3) (1.3) (4,180.9) (4,250.7) (4,083.1) Total liabilities ...... (4,588.5) (4,585.5) (4,454.3) Net assets ...... 3,621.1 3,006.2 2,945.6 Equity Share capital ...... 486.9 434.2 430.2 Share premium ...... 695.6 577.4 564.1 Treasury shares ...... (48.2) (43.9) (29.5) Convertible bonds ...... 143.7 143.7 143.7 Other reserves ...... 500.5 336.7 318.7 Retained earnings ...... 1,740.3 1,528.9 1,494.9 Attributable to owners of Intu ..... 3,518.8 2,977.0 2,922.1 Non-controlling interest ...... 102.3 29.2 23.5 Total equity ...... 3,621.1 3,006.2 2,945.6

Group Summary Consolidated Cashflow Statements for the financial years ended 31 December 2011, 2012 and 2013 2013 2012 2011 (£m) Cash generated from operations ...... 317.6 339.2 323.0 Cash flows from operating activities .... (21.8) 75.7 32.7 Cash flows from investing activities ..... (411.1) (51.1) (89.0) Cash flows from financing activities ..... 406.4 73.3 (98.1) Effects of exchange rates on cash and cash equivalents ...... (0.1) — — Net increase/(decrease) in cash and cash equivalents ...... (26.6) 97.9 (154.4) Cash and cash equivalents at 1 January . . 186.1 88.2 242.6 Cash and cash equivalents at 31 December ...... 159.5 186.1 88.2

5 The Group’s profit for the years ended 31 December 2013, 2012 and 2011 was £364.0 million, £158.6 million and £33.6 million, respectively. The Group’s revenue and net rental income have been relatively stable through this period with the increase in profit largely due to valuation items namely increases in property valuation gains and credits arising from the movement in the provision for the fair value of derivative financial instruments. The Group’s net assets for the years ended 31 December 2013, 2012 and 2011 was £3,621.1 million, £3,006.2 million and £2,945.6 million respectively. The growth in 2013 is largely due to the retained profit for the year and the issue of equity at a discount to finance the acquisition of the Midsummer Place shopping centre. Cash and cash equivalents for the years ended 31 December 2013, 2012 and 2011 were £159.5 million, £186.1 million and £88.2 million respectively. The Group’s cash flows from operations for the years ended 31 December 2013, 2012 and 2011 were a cash outflow of £21.8 million, a cash inflow of £75.7 million and a cash inflow of £32.7 million, respectively. The most significant factor in this decrease was an increase in exceptional finance costs paid during 2013 resulting from debt refinancings. Other than as described above, there has been no significant change in the financial condition or operating results of the Group for the years ended 31 December 2013, 2012 and 2011 and since 31 December 2013, the date to which the Group’s last audited consolidated financial information was published. PricewaterhouseCoopers LLP, the auditors of the Company, issued an unqualified audit opinion in respect of financial years ended 31 December 2011, 2012 and 2013. B.8 Select unaudited key pro The unaudited pro forma statement of net assets set out below forma financial has been prepared to illustrate the effect of the Rights Issue as if information: the event had taken place as at 31 December 2013. The unaudited pro forma statement of net assets, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or results. The unaudited pro forma statement of net assets is presented on the basis of the accounting policies adopted by the Group in preparing the financial statements for the year ended 31 December 2013. The unaudited pro forma statement of net assets has been prepared on the basis set out in the notes below and in accordance with the requirements of items 1 to 6 of Annex II to the PD Regulation.

6 Unaudited Pro Forma Statement of Net Assets Intu 31 December Rights Issue Pro forma 2013(1) adjustment(2) total (£m) Non-current assets Investment and development property .... 7,551.4 — 7,551.4 Plant and equipment ..... 5.5 — 5.5 Investment in associate companies ...... 35.8 — 35.8 Other investments ...... 154.9 — 154.9 Goodwill ...... 8.2 — 8.2 Derivative financial instruments ...... 25.1 — 25.1 Trade and other receivables 111.2 — 111.2 7,892.1 — 7,892.1 Current assets Trading property ...... 0.4 — 0.4 Derivative financial instruments ...... 0.7 — 0.7 Trade and other receivables 81.6 — 81.6 Short term investments . . . 69.3 — 69.3 Cash and cash equivalents . 165.5 488.0 653.5 317.5 488.0 805.5 Total assets ...... 8,209.6 488.0 8,697.6 Current liabilities Trade and other payables . . (245.8) — (245.8) Current tax liabilities .... (1.2) — (1.2) Borrowings ...... (149.2) — (149.2) Derivative financial instruments ...... (11.4) — (11.4) (407.6) — (407.6) Non-current liabilities Borrowings ...... (3,944.0) — (3,944.0) Derivative financial instruments ...... (220.5) — (220.5) Other payables ...... (4.4) — (4.4) Deferred tax ...... (12.0) — (12.0) (4,180.9) — (4,180.9) Total liabilities ...... (4,588.5) — (4,588.5) Net assets ...... 3,621.1 488.0 4,109.1

Notes: (1) The financial information of Group has been extracted, without material adjustment, from the audited financial statements of the Group for the year ended 31 December 2013 which are prepared in accordance with IFRS. (2) The net proceeds of the Rights Issue of £488.0 million are calculated on the basis that the Company issues 174.5 million New Shares at 180 pence per share and 103.7 million New Shares at ZAR 32.28 per share, net of estimated expenses in connection with the Rights Issue of approximately £12.0 million. The Rand proceeds have been translated into pounds sterling at an exchange rate of £1.00: Rand 18.0161, being the average rate of exchange contracted in the Group’s foreign currency forward and option contracts to hedge against foreign exchange movements prior to the expected date of receipt of funds. (3) No account has been taken of the results and financial performance of the Group since 31 December 2013.

7 B.9 Profit forecast or estimate: Not applicable. No profit forecast or estimate has been included in this document. B.10 A description of the nature Not applicable. There are no qualifications to the audit report of any qualifications in the on the historical financial information included in this audit report on the document. historical financial information: B.11 Explanation in respect of Not applicable. In the opinion of the Company, after taking into insufficient working account available bank facilities and the net proceeds of the capital: Rights Issue, the working capital available to the Group is sufficient for the Group’s present requirements, that is, for at least the next 12 months from the date of this document.

SECTION C—Securities C.1 Type and class of the The Rights Issue is being made to all Shareholders on the UK securities being offered Register at the close of business on 25 March 2014 and on and admitted to trading, the SA Register at the close of business on 4 April 2014. including the security Pursuant to the Rights Issue, the Company is proposing to offer identification number: 2 New Shares to Qualifying Shareholders at 180 pence per New Share or, in the case of Qualifying South African Shareholders, ZAR32.28 per New Share, for every 7 Existing Shares held on the relevant Record Date by Qualifying Shareholders. When admitted to trading, the New Shares will be registered with ISIN number GB0006834344 and SEDOL number 0683434. The ISIN (LSE) number for the Nil Paid Rights is GB00BKJ9QX26 and the ISIN (LSE) number for the Fully Paid Rights is GB00BKJ9QY33; and the ISIN (JSE) number for the Letters of Allocation is ZAE000189585. This document relates not only to the issue of the New Shares but also sets out information in relation to the Existing Shares which were admitted to trading, pursuant to Section 85(6)(b) of the FSMA and in accordance with Rule 1.2.3(i) of the Prospectus Rules. C.2 Currency of the securities The Nil Paid Rights and the Ordinary Shares held on the UK issue: Register and the SA Register are denominated in pounds sterling. C.3 Number of shares in issue As at 17 March 2014 (being the last practicable date prior to the and par value: publication of this document), the Company had 973,845,701 Existing Shares of 50 pence each (all of which were fully paid or credited as fully paid) and the nominal share capital of the Company amounted to £486,922,850.50. C.4 Rights attached to the The New Shares to be issued pursuant to the Rights Issue will, securities: on Admission, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and other distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Shares, including the recommended final dividend for 2013.

8 C.5 Restrictions on free There are no restrictions on the free transferability of the transferability of the Ordinary Shares. However, the making of the proposed offer of securities: New Shares to persons located or resident in, or who are citizens of, or who have a registered address in countries other than the United Kingdom and South Africa, may be affected by the law or regulatory requirements of the relevant jurisdiction, which may include restrictions on the free transferability of such New Shares. C.6 Admission to trading on The Existing Shares are currently trading on the main market regulated market: for listed securities operated by the London Stock Exchange plc (the ‘‘London Stock Exchange’’). The Company has a premium listing on the official list of the UK Listing Authority (‘‘Official List’’). The Existing Shares are also listed and traded in South Africa, on the securities exchange (the ‘‘JSE’’) operated by JSE Limited through a secondary listing. The JSE is not a regulated market as defined by the Markets in Financial Instruments Directive 2004/39/EC. An application for admission to trading on the main market for listed securities operated by the London Stock Exchange and for listing and trading on the JSE will be made in respect of all the New Shares. It is expected that trading in the Nil Paid Rights (in the computerised system for the paperless settlement of sales and purchases and securities (‘‘CREST’’)) and through the renounceable provisional allotment letters relating to the Rights Issue (the ‘‘Provisional Allotment Letters’’) and in the Letters of Allocation (in Strate Limited, the electronic clearing and settlement system used by JSE Limited to settle trades) will commence on 31 March 2014. C.7 Dividend policy: The Directors have recommended a final dividend of 10.0 pence per share bringing the amount paid and payable in respect of 2013 to 15.0 pence per share. New Shares issued pursuant to the Rights Issue will not be entitled to this final dividend. Applying the indicative bonus factor element of the Rights Issue to the total 2013 dividend shows that following the Rights Issue the dividend of 15.0 pence per share would equate to approximately 13.6 pence per share. In the short term, subject to performance and available resources, the Company would seek to maintain that level of dividend. Over the medium term, subject to performance and available resources, the Company would aim to grow the dividend as the appropriate coverage levels increase.

9 SECTION D—Risks D.1 Key risks that are specific The key risk factors relating to the Group and its industry are set to the Group and its forth below: industry: • The Group’s performance is influenced by a variety of factors, including the economic conditions of the countries in which it operates, in particular the United Kingdom. Economic conditions may impact occupancy levels, rental payments and the general underlying performance of tenants, which may in turn impact the Group’s ability to generate revenues and returns from its investments. • The Group’s performance is dependent upon its ability to collect rent from tenants on a timely basis. This may be impacted by factors specific to the real estate market, such as competition from other property owners, by negative changes in the financial condition of an anchor tenant or multiple tenants or by the impact of general economic conditions on consumer spending levels. Any of the foregoing could result in a decrease in rental income. • There can be no assurance that the Group’s tenants will renew their leases upon expiry of their existing leases, and if they do not, there is no guarantee that new tenants of equivalent standing (or at all) will be found. If a renewal is effected or replacement leases are granted, there can be no assurance that such renewals or replacement leases will be on terms as favourable as existing leases and a prolonged period of reduced occupancy could negatively impact the Group’s results of operations. • The Group and its operations are subject to competition from various sources, including (i) other United Kingdom and international property groups and other retail offerings within the same catchment area and (ii) other retail sales channels (such as the Internet), both of which could impact demand for the Group’s retail space, its ability to attract and retain tenants, the level of rent it can obtain and its ability to acquire properties or develop land at a satisfactory cost. • The Group’s property and development activities are also subject to inherent risks, such as increases in business rates, payroll expenses and energy costs; a competitive rental market; and the periodic need to renovate, repair and re-lease space, which may generate an increase in operating expenses or a loss of income that is not matched by an increase in revenue or is not recoverable from tenants. • The valuation of the Group’s properties is inherently subjective due to, among other factors, the individual nature of each property, its location and the expected future rental revenues from that particular property. Incorrect assumptions or flawed assessments underlying a valuation report could negatively affect the Group’s financial condition and potentially inhibit the Group’s ability to realise a sale price that reflects the stated valuation.

10 • The Group’s operations, and in particular tenant demand at the Group’s properties, could be negatively impacted by events beyond the Group’s control, such as adverse weather, public health concerns, accidents or terrorist activities. • The Group has various financing facilities which contain covenants requiring the Group to maintain certain specified financial ratios. The Group’s obligation to make scheduled payments on its indebtedness and to maintain its covenants could limit its financial and operational flexibility and any breach of covenants could require the Group to dispose of assets at significantly less than full value. These financings are used to finance the Group’s investment and development activities and an inability to raise funds on favourable terms or at all could affect the Group’s operations. • Acquisitions, including the Acquisition, are subject to a number of risks, including the failure to complete or integrate acquisitions successfully, exposure to undisclosed liabilities and regulatory intervention, any of which could increase cost or result in additional losses for the Group. • The Group may be liable for the costs of removal, investigation or remediation of hazardous or toxic substances located on or in a property currently or previously owned by or leased to it, or which it may own or lease in the future (including the Acquisition properties), which may be substantial and may adversely affect the Group’s ability to sell or lease the real estate or to borrow using the real estate as security. D.3 Key risks specific to the • The market value of the Ordinary Shares may fluctuate Ordinary Shares: significantly as a result of factors beyond the Company’s control and may not always reflect the underlying asset value or prospects of the Company. • The Company may offer additional shares or securities in the future, which may adversely affect the market price of the Ordinary Shares. • If an active trading market in the Nil Paid Rights, the Fully Paid Rights or the Letters of Allocation does not develop, their market price may be adversely affected.

11 SECTION E—Offer E.1 Total net proceeds and The Company’s total estimated net proceeds from the Rights estimate of total expenses Issue are expected to be approximately £488 million. of the issue/offer, including The total estimated expenses of the Rights Issue payable by the estimated expenses Company are £12.0 million (excluding VAT). charged to investors: No expenses will be charged to Shareholders who take up their rights in the Rights Issue. Shareholders who do not take up their rights in the Rights Issue may have the New Shares to which they are entitled sold on their behalf. To the extent that such New Shares are sold at a premium to the UK Issue Price (or its equivalent in Rand), the relevant Shareholders shall be entitled to such premium, subject to brokerage and exchange costs. No amount of less than £5.00 (or the equivalent in Rand) will be paid to such Shareholders. E.2a Reasons for the offer, use The Group intends to use the aggregate net proceeds of the of proceeds and estimated Rights Issue of approximately £488 million, together with funds net amount of proceeds: available from new committed debt facilities, to acquire from certain Westfield Entities, the Westfield Entities’ and certain joint venture partners’ 50 per cent. interest in Westfield Merry Hill shopping centre, the Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in Westfield Derby shopping centre and the Westfield Entities’ 100 per cent. interest in Sprucefield retail park for a consideration of £867.8 million. The Board believes that the Acquisition provides a rare and attractive opportunity to acquire a further two prime shopping centres and conforms with Intu’s focus on the UK’s large-scale, high quality regional shopping centres in prime locations that typically out-perform secondary locations over the longer term reflecting the ongoing trend for retail trade to gravitate towards the strongest locations. Additionally, Sprucefield represents an opportunity, subject to planning, for further retail and development on a strategically located site. The Board believes that the Acquisition, which will be partially funded by the Rights Issue, is capable of generating improved total returns for Shareholders over time for a number of reasons: • Merry Hill occupies a strategic West Midlands location filling a gap in Intu’s national coverage and provides opportunities to grow rental values and generate capital value growth over the medium term; • the acquisition of Derby provides an attractive income return, with potential for capital growth from yield compression; • the acquisition of Sprucefield, at a relatively low capital cost, provides the potential for development of further retail space over the longer term; • the acquisition of high quality assets reinforces the Company’s position as the leading owner, developer and manager of prime UK regional shopping centres; and • the Acquisition is expected to be EPS accretive in 2014, maintaining the overall capital structure with support from existing investors and a new partner.

12 E.3 Terms and conditions of The Company is proposing to raise approximately £500 million the offer: (gross proceeds) by way of the Rights Issue, pursuant to which it proposes to issue 278,241,628 New Shares. The Rights Issue is underwritten pursuant to the Underwriting Agreement. The price at which qualifying shareholders of the Company will be invited to subscribe for New Shares will be 180 pence or ZAR32.28, as the case may be, which, respectively represents a 36.5 per cent. discount to the theoretical ex-rights price based on the Dividend Adjusted UK Closing Price on 19 March 2014 and a 36.1 per cent. discount to the theoretical ex-rights price based on the Dividend Adjusted South African Closing Price on 19 March 2014. Under the Rights Issue, the New Shares will be offered by way of rights to all qualifying shareholders of the Company (in the case of qualifying shareholders with registered addresses outside the UK or South Africa, such offer being made by way of a notice which will be published in the London Gazette). Subject to certain exceptions, Shareholders with a registered address, resident, or otherwise believed to be in the United States or any Restricted Jurisdiction will not be entitled to participate in the Rights Issue. The Rights Issue is conditional upon: (a) admission of the New Shares (nil paid) to the premium segment of the Official List and to trading nil paid on the London Stock Exchange’s main market for listed securities (‘‘UK Admission’’) becoming effective by not later than 8:00 a.m. (London time) on 31 March 2014 (or such later time and/or date as certain parties to the Underwriting Agreement may agree, but provided that the date by which shareholders entitled to participate in the Rights Issue must exercise their rights in order to participate in the Rights Issue, which is expected to be 17 April 2014, does not fall later than 2 May 2014); (b) admission of the Letters of Allocation to listing and trading on the JSE’s Main Board for listed securities becoming effective by not later than UK Admission (‘‘South African Admission’’); and (c) the Underwriting Agreement having become unconditional in all respects, save for the conditions relating to the UK Admission and the South African Admission and not having been terminated in accordance with its terms. E.4 Interests material to the Not applicable. There is no interest, including any conflicting issue/offer, including interest, which is material to the Rights Issue. conflicting interests: E.5 Name of person offering to Intu Properties plc sell the securities: Lock-up agreement details Pursuant to the terms of the Underwriting Agreement and including the parties subject to certain exceptions, the Company has agreed not to involved and indication of allot, issue or grant any rights over any securities of the the period of the lock-up: Company or any member of the Group until the date which is 90 days after the last date for acceptances in the Rights Issue.

13 E.6 Amount and percentage of Qualifying Shareholders who do not take up their entitlements immediate dilution to New Shares will have their proportionate shareholdings in the resulting from the offer: Company diluted by approximately 22.2 per cent. as a consequence of the Rights Issue. E.7 Estimated expenses Not applicable. Investors will not be charged expenses by the charged to the investor by Company in respect of the Rights Issue. the Company:

14 INDICATIVE STATISTICS

Basis of Rights Issue ...... 2 New Shares for every 7 Existing Shares Price per New Share ...... 180 pence or ZAR32.28 Discount to the theoretical ex-Rights price based on the Dividend Adjusted UK Closing Price of 313.2 pence per Share on 19 March 2014 ...... 36.5 per cent. Discount to the theoretical ex-Rights price based on the Dividend Adjusted South African Closing Price of ZAR55.71 per Share on 19 March 2014 ...... 36.1 per cent. Number of Shares in issue at the date of this document ...... 973,845,701 Number of New Shares to be issued by Intu ...... 278,241,628 Number of Shares in issue immediately following completion of the Rights Issue ...... 1,252,087,329 New Shares as a percentage of enlarged issued share capital of Intu immediately following completion of the Rights Issue ...... 22.2 per cent. Estimated net proceeds receivable by Intu after expenses ...... £488 million Estimated expenses of the Rights Issue ...... £12.0 million

15 EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UNITED KINGDOM Each of the times and dates in the table below is indicative only and may be subject to change. The times in this timetable are London times.

Approval of prospectus by UKLA and Rights Issue announcement ...... Thursday 20 March 2014 Restrictions on transfers between UK Register and SA Register begin ...... 5:00 p.m. on Thursday 20 March 2014 Record Date for entitlement under the Rights Issue for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders ...... 6:00 p.m. on Tuesday 25 March 2014 Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only)(1) ...... Friday 28 March 2014 Notice to be published in the London Gazette ...... Friday 28 March 2014 Start of subscription period ...... Monday 31 March 2014 Dealings in New Shares, nil paid, commence on the London Stock Exchange(2) ...... 8:00 a.m. on Monday 31 March 2014 Existing Shares marked ‘‘ex’’ by the London Stock Exchange ...... 8:00 a.m. on Monday 31 March 2014 Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)(1) ...... 8:00 a.m. on Monday 31 March 2014 Nil Paid Rights and Fully Paid Rights enabled in CREST . . 8:00 a.m. on Monday 31 March 2014 Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form) ...... 4:30 p.m. on Friday 11 April 2014 Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form) ...... 3:00 p.m. on Monday 14 April 2014 Latest time and date for splitting Provisional Allotment Letters, nil or fully paid ...... 3:00 p.m. on Tuesday 15 April 2014 Latest time and date for acceptance, payment in full and registration or renunciation of Provisional Allotment Letters ...... 11:00 a.m. on Thursday 17 April 2014 Results of the Rights Issue announced(3) ...... 7:00 a.m. on Tuesday 22 April 2014 Restriction on transfers between UK Register and SA Register ends ...... 7:00 a.m. on Tuesday 22 April 2014 Dealings in New Shares, fully paid, commence on the London Stock Exchange ...... 8:00 a.m. on Tuesday 22 April 2014 New Shares credited to CREST stock accounts ...... 8:00 a.m. on Tuesday 22 April 2014 Despatch of definitive share certificates for the New Shares in certificated form ...... By no later than Wednesday 30 April 2014

Notes: (1) The Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses in the United States or the Restricted Jurisdictions, details of which are set out in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document. (2) The Nil Paid Rights ISIN is GB00BKJ9QX26. The Fully Paid Rights ISIN is GB00BKJ9QY33.

16 (3) The results of the Rights Issue will be announced by way of a simultaneous RIS and SENS announcement at 7:00 a.m. (London time) on Tuesday 22 April 2014. (4) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Intu in consultation with the Sponsor and the Underwriters, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders by way of a simultaneous RIS and SENS announcement. (5) References to times in this timetable are to London time. (6) If you have any queries on the procedure for acceptance and payment, you should contact the UK Shareholder Helpline on 0871 664 0321 (from inside the United Kingdom) or +44 20 8639 3399 (from outside the United Kingdom). This UK Shareholder Helpline is available from 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday (excluding bank holidays). Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline, excluding VAT, in addition to any service provider charges. Other network providers’ costs may vary. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and call may be monitored or recorded. Please note that for legal reasons, the UK Shareholder Helpline is only able to provide information contained in this document and information relating to Intu’s register of members and is unable to give advice on the merits of the Rights Issue, or provide legal, financial, tax or investment advice.

17 EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA Each of the times and dates in the table below is indicative only and may be subject to change. The times in this timetable are Johannesburg times.

Rights Issue announcement ...... Thursday 20 March 2014 Restrictions on transfers between UK Register and SA Register begins ...... 7:00 p.m. on Thursday 20 March 2014 Last day to trade Existing Shares on the JSE to qualify to participate in the Rights Issue (cum Rights) ...... Close of business on Friday 28 March 2014 In respect of Qualifying South African Shareholders who hold their Shares in certificated form, commencement of period during which the SA Registrar will not dematerialise Existing Shares ...... Close of business on Friday 28 March 2014 Listing of and trading in Letters of Allocation on the JSE on a deferred settlement basis begins(1) ...... 9:00 a.m. on Monday 31 March 2014 Existing Shares marked ‘‘ex’’ by the JSE ...... 9:00 a.m. on Monday 31 March 2014 Issue of Letters of Allocation and despatch of Forms of Instruction to Qualifying South African Shareholders who hold their Shares in certificated form(2) ...... Tuesday 1 April 2014 Record Date for entitlements under the Rights Issue for Qualifying South African Shareholders ...... Close of business on Friday 4 April 2014 In respect of Qualifying South African Shareholders who hold their Shares in certificated form, end of period during which the SA Registrar will not dematerialise Existing Shares ...... Close of business on Friday 4 April 2014 Qualifying South African Shareholders who hold their Shares in uncertificated form will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation (Rights Issue opens)(2) ...... 9:00 a.m. on Monday 7 April 2014 Qualifying South African Shareholders who hold their Shares in certificated form will have their Letters of Allocation credited to an account held with the SA Registrar (Rights Issue opens)(2) ...... Monday 7 April 2014 In respect of Qualifying South African Shareholders who hold their Shares in certificated form wishing to sell all or part of their Letters of Allocation, latest time and date for submission of Form of Instruction to SA Registrar ...... 12:00 p.m. on Thursday 10 April 2014 Last day to trade Letters of Allocation on the JSE to settle trades by the closing date of the Rights Issue in order to participate in the Rights Issue ...... 5:00 p.m. on Thursday 10 April 2014 Listing and trading of New Shares on the JSE and dealings in New Shares on a deferred settlement basis commence ...... 9:00 a.m. on Friday 11 April 2014 Rights Issue closes ...... 12:00 p.m. on Thursday 17 April 2014 In respect of Qualifying South African Shareholders who hold their Shares in certificated form and who wish to exercise all or part of their Nil Paid Rights, latest time and date for submission of completed Form of Instruction (with payment in full) to the SA Registrar . . . 12:00 p.m. on Thursday 17 April 2014 Record Date for Letters of Allocation ...... 12:00 p.m. on Thursday 17 April 2014 Results of Rights Issue announced(3) ...... 8:00 a.m. on Tuesday 22 April 2014

18 Restrictions on transfers between UK Register and SA Register ends ...... 8:00 a.m. on Tuesday 22 April 2014 CSDP/broker accounts credited with New Shares and debited with payments due in respect of New Shares in uncertificated form(7) ...... 9:00 a.m. on Tuesday 22 April 2014 Despatch of definitive share certificates for the New Shares in certificated form ...... By no later than Wednesday 30 April 2014

Notes: (1) Letters of Allocation will trade under the JSE code ITUN and ISIN ZAE000189585. (2) The Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses in the United States or the Restricted Jurisdictions, details of which are set out in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document. (3) The results of the Rights Issue will be announced by way of a simultaneous RIS and SENS announcement at 8:00 a.m. (Johannesburg time) on Tuesday 22 April 2014. (4) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Intu in consultation with the Underwriters, in which event details of the new times and dates will be notified to JSE Ltd and, where appropriate, Qualifying South African Shareholders and announced by way of a simultaneous RIS and SENS announcement. (5) References to times in this timetable are to Johannesburg times. (6) Qualifying South African Shareholders who hold their Shares in uncertificated form are required to inform their CSDP or broker of their instructions in terms of the Rights Issue in the manner and time stipulated in the agreement governing the relationship between the shareholder and their CSDP or broker. (7) Share certificates may not be dematerialised or rematerialised between Friday 28 March 2014 and Friday 4 April 2014, both days inclusive. Qualifying South African Shareholders who hold their Existing Shares in uncertificated form will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation and Qualifying South African Shareholders who hold their Existing Shares in certificated form will have their Letters of Allocation credited to an account with the SA Registrar. (8) CSDPs effect delivery in respect of Qualifying South African Shareholders who hold their shares in uncertificated form on a delivery versus payment method. (9) If you have any queries on the procedure for acceptance and payment, you should contact the South African Shareholder Helpline on +27 11 370 5000 (from outside South Africa). This South African Shareholder Helpline is available from 8:00 a.m. to 5:00 p.m. (Johannesburg time) Monday to Friday (except public holidays). Please note that for legal reasons, the South African Shareholder Helpline is only able to provide information contained in this document and information relating to Intu’s register of members and is unable to give advice on the merits of the Rights Issue, or provide legal, financial, tax or investment advice.

19 RISK FACTORS Any investment in the Ordinary Shares is subject to a number of risks. Prior to investing in the Ordinary Shares, prospective investors should consider carefully the factors and risks associated with any investment in the Ordinary Shares, the Group’s business and the industry in which it operates, together with all other information contained in this document including, in particular, the risk factors described below. Prospective investors should note that the risks relating to the Group, its industry, the Acquisition and the Ordinary Shares summarised in the section of this document headed ‘‘Summary’’ are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed ‘‘Summary’’ but also, among other things, the risks and uncertainties described below. The following is not an exhaustive list or explanation of all risks which investors may face when making an investment in the Ordinary Shares and should be used as guidance only. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that it currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group’s business, prospects, results of operations and financial position and, if any such risk should occur, the price of the Ordinary Shares may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in the light of the information in this document and their personal circumstances. The order in which the following risk factors are presented does not necessarily reflect the likelihood of their occurrence or the relative magnitude of their potential material adverse effect on the Group’s business, results of operations, financial condition and prospects, or the market price of the Shares.

1 Risks related to the Group Deterioration in the real estate market and adverse economic conditions could have an impact on the Group’s business, financial condition and results of operations. The Group is subject to the risks of ownership, development and management of shopping centres. The performance of the Group generally (including the value of its properties) may be directly or indirectly influenced by the economic conditions of the countries in which it operates, in particular the United Kingdom. The Group derives most of its revenue from the United Kingdom and is therefore sensitive to fluctuations in the UK economy. UK regional shopping centres accounted for approximately 98 per cent. of the market value of the Group’s investment properties as at 31 December 2013. The precise nature of all the risks the Group may face as a result of a deterioration in economic conditions cannot be predicted and many of these risks are outside the Group’s control. Returns from an investment in property depend largely upon the amount of rental income generated from the property versus the expenses incurred in the construction or redevelopment and management of the property, as well as changes in its market value. The Group’s ability to generate revenues from its portfolio is linked to occupancy levels, rental payments (including the timeliness thereof) and the scope for rental increases. These factors are themselves determined by a number of other general economic factors outside of the Group’s control, including, but not limited to: the underlying performance of the tenants that rent space in those properties, which is influenced by consumer spending, the solvency of retailers, the availability of lending and consumer credit, the level of consumer indebtedness, consumer and business confidence, gross domestic product growth, infrastructure quality, financial performance and productivity of industry, levels of employment, interest rates, trends in house prices, fluctuations in weather, taxation, regulatory changes and oil prices. The Group manages its properties to maintain occupancy levels in order to minimise void costs but is also mindful of protecting values and tenant mix strategies for medium and long term value creation. Negative changes in the financial condition of a significant number of the Group’s tenants, including actual tenant failure, could result in a substantial decrease in the Group’s rental income, which would have an adverse impact on the Group’s business, financial condition and/or results of operations. Both rental income and the value of properties may also be affected by other factors specific to the real estate market, such as competition from other property owners, the perception by prospective tenants of the attractiveness, convenience and safety of properties, the inability to collect rent because of the

20 bankruptcy or insolvency of tenants or otherwise, the periodic need to renovate, repair and release space and the costs thereof, the costs of maintenance and insurance, and increased operating costs. Any significant decline in the valuation of the Properties would have an adverse impact on the Group’s business, financial condition and/or results of operations.

Retail tenants (including anchor or multiple tenants), who provide a significant portion of the Group’s rental income, are exposed to decreased consumer spending in periods of economic uncertainty. The Group derives a substantial portion of its rental income from retail tenants whose revenues are exposed to decreased consumer spending in periods of economic uncertainty. Retail sales are affected by, among other things, general economic conditions, at both a national and local level, and the resulting level of consumer spending, consumer confidence in the face of an economic downturn, seasonal earnings and increasing competition from discount and internet retailers. Multiple retailers, being tenants who account for a number of different stores across the Group’s portfolio, represent over 90 per cent. of the Group’s rent roll. Bankruptcy, insolvency or a downturn in the business of any of the Group’s anchor or multiple tenants, or the failure of any anchor tenant or multiple tenant to renew its lease when it expires, could adversely affect the Group’s business, financial condition and/or results of operations as the Directors regard anchor and multiple tenants as playing an important part in generating customer traffic and making shopping centres desirable locations at which to shop. Since 31 December 2012, certain retailers have gone into administration, the most significant of which has been the clothing chain Republic. There can be no assurance that further tenants will not experience financial difficulties or go into administration. Such a default, in particular by one of the Group’s top 20 tenants, could result in a loss of rental income, void costs, an increase in bad debts and a decrease in the value of the relevant property. If the financial condition of tenants suffers, the Group may take steps or make arrangements with such tenants to pro-actively manage these situations, for example by agreeing monthly rental payments or temporary reductions in rent. Such steps could also have an adverse effect on the Group’s business, financial condition and/or results of operations.

The quality of tenants and occupancy levels at the Properties may decline over time as leases expire, having an adverse effect on the Group’s business, financial condition and results of operations. There can be no assurance that existing tenants of the Group will renew their respective leases on expiry of their existing leases and, if they do not, that new tenants of equivalent standing (or at all) will be found to take up replacement leases. Furthermore, even if such renewals are effected or replacement leases are granted, there can be no assurance that such renewals or replacement leases will be on terms (including rental levels) as favourable as those which exist now or before such termination, nor that the financial strength of tenants who renew their leases or new tenants who replace them will be the same as, or equivalent to, those now existing or existing before such termination. In addition, there can be no assurance that a significant number of existing and/or future leases will not expire at the same time or within a short period of each other, either with respect to any particular Property or across all or a large number of Properties, thereby concentrating any such occupancy risk within a limited time period. Any prolonged period of reduced occupancy could have an adverse effect on the Group’s business, financial condition and/or results of operations.

The Group faces inherent risks relating to property investment and development activities. Revenue earned from the properties held by the Group, the value of properties held by the Group and the operating expenses of the Group are subject to a number of inherent risks, which include, among others: (i) increases in business rates; (ii) increases in payroll expenses and energy costs; (iii) a competitive rental market, which may affect rental levels and/or occupancy levels at the Group’s properties; (iv) the periodic need to renovate, repair and re-lease space, and the cost thereof; (v) the Group’s ability to collect rent and service charge payments from tenants on a timely basis or at all;

21 (vi) the Group’s ability to manage increases in the cost of services provided by third-party providers and/or increases in the cost of maintaining properties including, but not limited to, unforeseen capital expenditure; (vii) tenants seeking the protection of bankruptcy laws which could result in delays in receipt of rental and other contractual payments, inability to collect such payments, the termination of a tenant’s lease or the failure of a tenant to vacate a property, all of which could hinder or delay the sale or re-letting of a property; (viii) whether the Group’s properties are perceived as attractive, convenient, geographically well-located and safe in order to attract high quality tenants and to maintain footfall levels at the properties; (ix) changes in laws and governmental regulations in relation to real estate, including those governing permitted and planning usage, taxes and government charges (including those relating to health and safety and environmental compliance). Such changes may lead to an increase in property management expenses or unforeseen capital expenditure to ensure compliance. Rights related to particular properties may also be restricted by legislative actions, such as revisions to existing laws or the enactment of new laws; and (x) the Group’s ability to obtain adequate maintenance or insurance services on commercial terms and at acceptable premiums or at all. To the extent that these factors generate an increase in operating and other expenses or loss of income that is not matched by an increase in revenues or are otherwise not recoverable from tenants, they could have an adverse effect on the Group’s business, financial condition and/or results of operations.

The valuation of the Group’s property is inherently subjective and uncertain and is based on assumptions which may prove to be inaccurate. The valuation of the Group’s properties is inherently subjective due to, among other factors, the individual nature of each property, its location and the expected future rental revenues from that particular property. The Group’s property portfolio has been valued as at 31 December 2013 on the basis of ‘‘Market Value’’ in accordance with the Valuation Standards, Eighth Edition published by the RICS (the ‘‘Red Book’’), defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. In determining Market Value, the Valuers are required to make certain assumptions. Such assumptions may prove to be inaccurate. Incorrect assumptions or flawed assessments underlying a valuation report could negatively affect the Group’s financial condition and potentially inhibit the Group’s ability to realise a sale price that reflects the stated valuation. This is particularly so in periods of volatility or when there has been limited transactional evidence against which property valuations can be benchmarked. Further, if the Group acquires properties based on inaccurate valuations, the Group’s net assets and results of operations may be materially adversely affected. There can be no assurance that the valuations of the Group’s current and prospective properties will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and estimated annual rental income will prove to be attainable. In addition, property valuations are dependent on the level of rental income receivable and anticipated to be receivable on that property in the future and, as such, declines in rental income could have an adverse impact on revenue and the value of the Group’s properties. Any of the foregoing factors could have an adverse impact on the Group’s business, financial condition and/or results of operations.

The Group has material credit facilities and indebtedness and its credit facilities contain various covenants which, if not complied with, could require accelerated repayment, thereby materially adversely affecting the Group’s business, financial condition and results of operations. At 31 December 2013, the Group had £3,698 million of net external debt outstanding. The Group’s obligation to make scheduled payments on its indebtedness and to maintain its covenants could limit its financial and operational flexibility, for example by restricting its ability to develop a property, carry out an extension to an existing property or to pursue active asset management opportunities with tenants. This could have an adverse impact on the Group’s business, financial condition and/or results of operations.

22 The Group’s financing facilities contain covenants requiring the Group to maintain certain specified financial ratios. If market conditions deteriorate significantly, there is a risk that existing financial covenants could be breached, particularly covenants based on loan to value ratios (for example, if property valuations fall significantly), interest cover ratios (for example, if income falls or non-hedged interest rises significantly) and net worth covenants (for example, if the net worth of the Group falls). Breach of such covenants, whether as a result of declining property values or otherwise, could, subject to any applicable waiver or agreement, result in the facilities being withdrawn or becoming immediately repayable, potentially requiring the Group to dispose of assets at significantly less than full value. In addition, certain of the Group’s financings may impose further restrictions, including on the management of the properties underlying the facilities and the ability to withdraw cash from the structure, as covenant levels deteriorate towards the point of breach. Any cross-default provisions in the Group’s corporate facilities or in the Convertible Bonds could magnify the effect of an individual default if such provisions were exercised by the Group’s lenders. Generally, however, the terms of the Group’s asset-specific facilities (whose covenant ratios vary from facility to facility) permit the Group to remedy any breach by setting aside additional capital. The Company also expects to be able to maintain the relevant financial ratios for at least the next 12 months. In the event that there is any such breach, withdrawal, repayment, remedy or restriction, it could have an adverse impact on the Group’s business, financial condition and/or results of operations in the longer term.

Borrowings by the Group are secured on Group assets and any failure to meet the requirements of the debts incurred may have an adverse effect on the Group’s business, financial condition and results of operations. The investment and development activities of the Group are performed by one or more subsidiaries of the Group. Apart from the Group’s corporate facilities, which are secured by two of the Group’s properties, and the Convertible Bonds, certain subsidiaries act as the borrower for the purposes of the financing requirements of the relevant investment and development activities of the Group. Such borrowings are often made on a secured basis, with the security being granted over the relevant property investment or development assets, including in the case of one borrowing, over a group of property investments comprising 31 per cent. of the market value of all the Properties as at 31 December 2013. Secured borrowings by subsidiaries are generally structured on a non-recourse basis to the Company. Any such secured borrowings will rank ahead of the unsecured borrowings of the Group on an insolvent distribution of the Group’s assets. The borrowings of the Company’s subsidiaries made in the course of their investment and development activities, and the security granted in respect thereof, may prove to be substantial. If the lenders force a sale of any of the secured assets of the Group, there is a risk that the value received may be lower than the value at which the investment was previously recorded. If the value received is less than the amount of indebtedness, the borrower’s other assets (which in some cases include monies owed to the borrower from the rest of the Group) would be available to the lender. In addition, if the Group’s lenders seize secured properties, the Group will likely suffer reputational damage which could result in lender unwillingness to extend additional finance and significantly raise the Group’s future borrowing costs. Any of the foregoing factors could have an adverse effect on the Group’s business, financial condition and/or results of operations.

The Group may be unable to access credit markets, or may be able to access them only on unfavourable terms. The Group’s operations are highly capital intensive. The Group has a number of asset-specific financings and also has general corporate borrowings in place to finance its property acquisitions and development activities. The ability of the Group to raise funds on favourable terms depends on a number of factors, including the Group’s ability to negotiate new or increased or longer term credit facilities and lenders’ estimates of the stability of the Group’s cash flows, as well as general economic, political and capital market conditions and credit availability. Although the Group has historically been able to obtain financing on reasonable terms, there is no guarantee that future financing will be available on terms that the Group considers acceptable. It is possible in the current lending environment that the terms of any new facilities entered into by the Group in the future could be more onerous than the terms of the Group’s existing financing facilities. Any of the foregoing factors may have an adverse impact on the Group’s business, financial condition and/or results of operations.

23 The Group is exposed to market risk including interest rate and foreign currency risk. An increase in interest rates or an increase in the margins on which finance can be obtained may increase the Group’s financing costs and, consequently, adversely affect the Group’s business, financial condition and/or results of operations. The Group has a number of different borrowing facilities and arrangements in the UK and, where the arrangements are not fixed rate, has entered into a range of interest rate derivatives to protect itself against fluctuations in interest rates. However, the market value of these instruments can fluctuate significantly as can the fair value of these instruments, and if such values decrease this will be reflected negatively in the Group’s income statements. If there is a substantial decrease in the fair value of any of the Group’s derivative instruments, this could have an adverse effect on the Group’s business, financial condition and/or results of operations. Further, to the extent that the Group incurs variable rate indebtedness which is unhedged, increases in interest rates may increase the cost of borrowing, which will adversely affect the Group’s business, financial condition and/or results of operations. In relation to the Group’s interest rate swap contracts, there may be instances where an interest rate swap contract provides for the option of early termination by either the Group or the counterparty. Depending on the interest rate environment, there is a risk that a counterparty to the contracts may elect to terminate early and the market value calculated on such termination may result in a net payment to the counterparty from the Group and this could have an adverse effect on the Group’s business, financial condition and/or results of operations. The Group presents its financial statements in, and the majority of its revenues are generated in, pounds sterling. However, it also receives income from its overseas investments in US dollars and euros. The Group does not currently hedge the impact of foreign currency movements on the valuation of or income from its overseas investments, and accordingly adverse movements in foreign currency exchange rates may adversely affect the Group’s business, financial condition and/or results of operations.

The Group is exposed to counterparty credit risk. The Group is exposed to counterparty credit risk in respect of the surplus funds it has placed on deposit and financial derivatives used to hedge interest rate risk. There is a risk of a loss being sustained by the Group as a result of payment default by the counterparty with whom the Group has placed funds on deposit or entered into hedging transactions to hedge its interest rate risks. The extent of the Group’s loss could be the full amount of the deposit or, in the case of hedging transactions, the cost of replacing those transactions. Under the Group’s treasury risk management policy, the Group only deals with counterparties with certain minimum credit ratings and has set its maximum exposure to each of them with regard to credit ratings. There can be no assurance, however, that the Group will successfully manage this risk or that such payment defaults by counterparties will not adversely affect the Group’s business, financial condition and/or results of operations.

The market for the Group’s real estate investments is relatively illiquid, and may result in low disposal prices or an inability to sell certain properties. The Group’s properties, and those in which the Group may invest in the future, are relatively illiquid in the sense that there may not be ready buyers with financing and who are willing to pay fair value at the time the Group desires to sell. In addition, in the case of leasehold properties, consents are often required from landlords to transfer such properties. Such illiquidity and/or consent requirements may affect the Group’s ability to dispose of, or liquidate part of, its portfolio in a timely fashion and at satisfactory prices in response to changes in economic, real estate market or other conditions or to finance its development activity. In the case of an accelerated sale or a sale required for compliance with covenants contained in the Group’s financing, or in the event of enforcement of security by a lender under one of the Group’s non-recourse financings, there may be a significant shortfall between the carrying value of the property on the Group’s consolidated balance sheet and the price achieved on the disposal of such property, and there can be no assurance that the price obtained from such a sale would cover the book value of the property sold. Periods of reduced liquidity in the capital markets may also mean that it may be difficult to achieve the sale of property assets at prices reflecting the Group’s property valuations. In addition, the lack of relevant transactional evidence increases the possibility of being unable to achieve successful sales of properties at an acceptable price. Failure to achieve successful sales of properties in the future at acceptable prices could have an adverse impact on the Group’s business, financial condition and/or results of operations.

24 The Group’s consolidated balance sheet and income statement may be significantly affected by fluctuations in the fair market value of the Group’s properties as a result of revaluations. In accordance with IAS 40, as adopted in the European Union, the Group’s properties are independently revalued on a half-yearly basis, and any increase or decrease in the value of its properties is recorded in the Group’s income statement in the period during which the revaluation occurs. As a result, the Group can have significant non-cash revenue gains and losses from period to period depending on the change in fair market value of its properties, whether or not such properties are sold, and could have difficulty maintaining its internal target debt to asset ratio and other financial measures. Any such fluctuations could have an adverse impact on the Group’s business, financial condition and/or results of operations.

The Group may not be successful in completing development projects as planned, or on commercially favourable terms. The Group engages in development activities. As at 31 December 2013, the Group was committed to £0.1 billion of development expenditure for the purchase, construction, development and enhancement of investment property (including development projects at Metrocentre, Gateshead, Victoria Centre, Nottingham, and Eldon Square, Newcastle) and had a further uncommitted development programme of £1.1 billion, comprising asset management initiatives of £0.2 billion and £0.9 billion in respect of major extension projects. Development projects may require substantial capital expenditure for land acquisition and construction and it usually takes a considerable amount of time before projects are completed and become income generating. Certain general risks affect development and refurbishment activities, including risks relating to completion, the possibility of construction overruns (both in terms of time and budget), the risk of not obtaining, or delays in obtaining, necessary administrative permits, statutory consents and planning permissions and risks relating to the financing of the development. Inaccurate assessment of a development opportunity or a decrease in tenant demand due to competition from other commercial real estate properties or adverse market conditions, could result in a substantial proportion of the development remaining vacant after completion and exert pressure on the Group to provide rental or capital incentives to tenants or purchasers. In addition, there are risks associated with failure to obtain title to property and there are obligations in development agreements which may give rise to expenditure commitments and there are also risks of failure by third parties, for instance failure to complete a compulsory purchase order by a local authority. Furthermore, the changing economic environment could mean projects no longer meet the Company’s criteria for development. Any of these factors could increase the cost of, or could delay or prevent completion of, a project and could result in a delay or loss of revenues or of capital invested. In addition, overruns on any new or existing developments (or the insolvency of sub-contractors or failure of sub-contractors to perform obligations) may have an adverse impact on the financial viability of the scheme and may lead to the need for additional funding. Despite insurance coverage, the development, restructuring and sale of premises may also give rise to actions being brought against the Group, or companies in which the Group owns an interest, in connection with actual or alleged defects in the property. Please see ‘‘The Group may be insufficiently insured against all losses, damage and limitations of use of its properties’’ below. Consequently, there can be no assurance that the existing or future development of property by the Group will not have an adverse effect on the Group’s business, financial condition and/or results of operations.

The Group’s joint ventures and other forms of co-ownership subject the Group to certain risks of shared ownership and control of the properties affected. Some of the Group’s operations or developments are conducted in the context of joint ventures or are jointly owned with other UK and international partners (such as the Metrocentre, the St. David’s Centre, Cribbs Causeway, Manchester Arndale, Parque Principado and, following the Acquisition, Merry Hill; please see Part II ‘‘Business Overview of the Group’’ for further details). The Group may enter into additional joint ventures to finance its development and/or acquisition activity. By definition, control of joint ventures is shared with the Group’s joint venture partners, and the Directors will not be able to exclusively direct the strategy and operating decisions, nor do they have direct day-to-day financial control of the joint venture entities. In particular, material decisions relating to the joint ventures are likely to require the consent of both joint venture partners, which may restrict the Group’s ability to proceed with a

25 planned operational change, acquisition, disposal or development, or the refinancing or repayment of debt. Conflict with joint venture partners or co-owners may lead to deadlock and result in the Group being unable to pursue its desired strategy or exit the joint venture other than on disadvantageous terms. The Group’s understanding of the performance of a joint venture where day-to-day management is undertaken by a joint venture partner is also dependent on the quality of the reporting procedures of its joint venture partners. Should the joint venture partner fail to report correctly then this could affect the Group’s results of operations. There may be various restrictive provisions and rights which govern sales or transfers of interests in the Group’s joint ventures and joint ownership arrangements. These may affect the Group’s ability to dispose of a property at a time that is most advantageous, for instance by giving the joint venture partner a pre-emptive right and/or requiring the approval of the joint venture partner for disposal to a particular purchaser. In addition, in the event of a joint venture partner being unable to make financial commitments to the relevant asset, it may be difficult to proceed with a particular project relating to an asset or the Group may have increased financial exposure as the Group may be jointly and severally liable under the terms of the joint venture agreement with the joint venture partner. The Group’s ability to recover any such monies from a joint venture partner may be limited. In addition, the bankruptcy, insolvency or severe financial distress of one of the Group’s joint venture partners could materially and adversely affect the relevant joint venture or joint venture property. The Group may have a right to acquire the joint venture or the relevant joint venture property, but the Group may not wish to do so, or may not have sufficient funds available to do so, which could lead to a third party acquiring such interest or the joint venture’s insolvency, both of which may have uncertain outcomes for the Group and could have an adverse impact on the Group’s business, reputation, financial condition and/or results of operations. Further if the joint venture has incurred recourse obligations, the insolvency of a joint venture partner may, in certain circumstances, result in the Group assuming a liability for a greater portion of those obligations than it would otherwise bear.

Competition from new shopping centres, other retail premises and other retail sales channels, including the internet, could have an adverse effect on the Group’s business, financial condition and results of operations. The Group faces competition from other United Kingdom and international property groups and other commercial organisations active in the United Kingdom property markets and the other markets in which the Group operates. Competition in the property market may lead to: an oversupply of retail premises through overdevelopment (leading to a difficulty in achieving expected rents from existing properties); inflated prices for existing properties or land for development arising from bids by potential purchasers; or difficulty in achieving expected rents from existing properties due to an oversupply of retail space. The Group’s shopping centres compete with other retail offerings within their catchment area. The amount of lettable space in the relevant area, the quality of facilities and the nature of stores at such competing retail offerings could each have a material adverse effect on the Group’s ability to retain tenants, lease space and on the level of rent it can obtain. In addition, the existence of such competition may also have a material adverse impact on the Group’s ability to acquire properties or develop land at a satisfactory cost. Further, retailers at the Group’s shopping centres face increasing competition from other forms of retailing, such as shopping via the internet, retail parks, supermarkets, discount shopping centres and clubs, outlet malls, catalogues, video and home shopping networks, direct mail and telemarketing, all of which impact on the demand for the Group’s retail space, as well as alternative uses for customers’ discretionary income. Any of the foregoing factors could have an adverse effect on the Group’s business, financial condition and/or results of operations.

External events beyond the control of the Group may have a negative impact on footfall at the Group’s shopping centres and therefore demand for, and the value of, the Group’s properties. Tenancy demand at the Group’s shopping centres is affected by customer footfall and a decrease in footfall may therefore adversely affect demand for, and the value of, the Group’s properties. For example, the occurrence of events such as adverse weather, an outbreak of an infectious disease, such as avian or swine flu, or any other serious public health concern, could result in a reduction of footfall at the Group’s shopping centres. In addition, accidents, system failures or other similar external events could raise

26 questions as to the safety and security of the Group’s shopping centres and result in reputational damage and/or impact the Group’s business, financial condition and/or results of operations. Furthermore, terrorist attacks or war could damage infrastructure or associated transport infrastructure or otherwise inhibit or prevent access to the Group’s shopping centres or harm the demand for and the value of the Group’s properties. Terrorist attacks could also discourage consumers from shopping in public places including the Group’s shopping centres. While the Group does have insurance in place in respect of certain risks, it is (or may become) not economically viable to insure against all risks (including certain of the risks specified above). Furthermore, any such insurance cover that is in place may not be sufficient to cover the full extent of any loss or damage suffered. Any of the foregoing could have an adverse impact on the Group’s business, financial condition and/or results of operations.

The Group is exposed to risks associated with having investments in the US, India and Spain. The Group has investments in listed companies in the US and India. In addition, the Group has interests in certain properties in Spain. As a result, the Group is exposed to risks typically associated with conducting business internationally, many of which are beyond its control and could have an adverse effect on the Group’s business, financial condition and/or results of operations. These risks include: (i) different environments for doing business which may be more burdensome than in the United Kingdom or which the management team of the Group may be less familiar with; (ii) legal uncertainty owing to the overlap of different legal regimes, changes in legislation, and problems in asserting contractual or other rights across international borders; (iii) potentially adverse tax consequences; (iv) longer payment cycles in some countries; (v) the burden and expense of complying with the laws and regulations of various jurisdictions; (vi) terrorist attacks and other acts of violence or war; (vii) an outbreak of an infectious disease or any other serious public health concern; (viii) natural disasters; and (ix) foreign exchange rate exposure. Furthermore, the consequences arising from these risks may be more difficult for the Group to fully anticipate as they are specific to each particular market. Therefore, should these risks materialise, they could have an adverse impact on the performance of the Group in that market. Any of these factors, individually or in aggregate, could have a material adverse effect on the Group’s business, financial condition and/or results of operations.

The Group may face restrictions or liabilities under laws and regulations in the jurisdictions in which it operates. The Group is required to comply with a variety of laws and regulations of local, regional, national and European Union authorities, including planning, zoning, environmental, fire, health and safety, tax, landlord and tenant and other laws and regulations. If the Group fails to comply with these laws and regulations, the Group may have to pay penalties or private damages awards. For example, there could be changes in retail tenancy laws that limit the Group’s recovery of certain property operating expenses, changes or increases in real estate taxes that cannot be recovered from the Group’s tenants or changes in environmental laws that require significant capital expenditure. A number of leases entered into by the Group exclude the Landlord and Tenant Act 1954 which gives tenants the right to renew leases through a court system. If there were a change in law affecting the ability to exclude these rights, there is a risk that the Group would not be able to enter into leases which, on expiry, could be re-let on more favourable terms to more attractive tenants, which could affect the rental income of the Group and the overall profitability of the Group in the future. Changes in existing laws or regulations, or in their interpretation or enforcement, could require the Group to incur additional costs in complying with those laws, or require changes to its investment strategy,

27 operations or accounting and reporting systems, leading to additional costs and tax liabilities or loss of revenue, which could materially adversely affect the Group’s business, financial condition and/or results of operations. In addition, any property or part of any property in the UK may, at any time, be compulsorily acquired by a Government department or local authority in connection with proposed redevelopment or infrastructure projects. If a compulsory purchase order were made in respect of a property or part of a property, compensation would be payable on the basis of the value of all owners’ and tenants’ proprietary interests in that property at the time of the related purchase as determined by reference to a statutory compensation code, but the compensation could be less than the Group’s assessment of the property’s current market value (or the relevant apportionment of such market value where only part of a property is subject to a compulsory purchase order). In the case of an acquisition of the whole or part of that property, the relevant freehold, heritable or long leasehold estate and any lease would both be acquired. If the amount received from the proceeds of purchase of the relevant freehold, heritable or long leasehold estate were inadequate, the Group’s business, financial condition and/or results of operations may be adversely affected.

The Group is exposed to potential claims relating to its leasing, selling and developing of real estate. The Group has disposed of assets and may dispose of assets in the future and when it disposes of investments it may be required to give representations and warranties about those investments and to pay damages to the extent that any such representations or warranties are proven to be inaccurate. The Group may become involved in disputes or litigation concerning such representations and warranties and may be required to make payments to third parties as a result of such disputes or litigation. Any such cash outflows from the Group could have an adverse impact on the Group’s business, financial condition and/or results of operations.

The Group may fail to complete or integrate acquisitions successfully, and may incur additional liabilities as part of such acquisitions. The successful completion of any acquisition (including the Acquisition) may be impacted by various factors, including the inability to satisfy any conditions precedent to such acquisition. In addition, the successful integration of any completed acquisitions may be affected by various factors, including the ability to align management and operating systems, carry out successful refurbishments (where appropriate in order to maximise returns), and manage differences in lease structures, service charge arrangements and tenant composition. Any delay or inability to complete or integrate acquisitions successfully (including the Acquisition) could materially adversely affect operations and future financial performance. The Group also may be exposed to substantial undisclosed or unascertained liabilities embedded in properties that were incurred or that arose prior to the acquisition of properties. These liabilities include, in cases where the Group has acquired the entity which owned the property, liabilities (including tax liabilities and other liabilities to state entities) to existing tenants, to creditors or to other persons involved with the properties prior to the acquisition. Furthermore, there can be no guarantee that the title to the properties in any acquisition will not be subject to challenge. It can be difficult, or impossible in certain cases, to establish beyond doubt that such title is incapable of challenge. Any successful challenge to the validity of the Group’s title to a property may have adverse consequence for its title, and the Group may not be able to obtain compensation from the seller in such case. Any of the foregoing factors could have an adverse impact on the Group’s business, financial condition and/or results of operations.

The Group may be unable to realise the benefits that it believes will result from acquisitions as a result of regulatory intervention. The UK competition authorities have a broad range of investigative, remedial and other powers, capable of being applied either pre- or post-completion, which could adversely impact acquisitions or investments that the Group may choose to make, including the Acquisition. If such powers are exercised, this may result in a delay in the execution of the strategic objectives of the Group and may mean that the Group will be unable to realise the benefits that the Board believes will result from any acquisition or investment. This could have an adverse impact on the Group’s business, reputation, financial condition and/or results of operations.

28 The Group may not have full recourse against a seller in respect of all potential liabilities in relation to acquisitions, whether identified or unidentified. As part of any acquisition, including under the terms the Acquisition Agreement, the Group will normally receive certain indemnities, representations and warranties from the seller. However, these indemnities, representations and warranties may not cover all potential liabilities associated with the business, whether identified or unidentified, and they are in certain circumstances limited in their scope, duration and/or amount. Accordingly, the Group may not have full recourse against, or otherwise recover in full from, any relevant seller in respect of all losses which it may suffer in respect of a breach of those representations or warranties, or in respect of the subject matter of any of the indemnities, or otherwise in respect of the acquisition. In addition, the Group will be dependent on the ongoing solvency of the seller to the extent it seeks to recover amounts in respect of claims brought under such indemnities, representation and warranties. This could have an adverse impact on the Group’s business, reputation, financial condition and/or results of operations.

The Group’s success depends on attracting and retaining key personnel. The Group’s success depends, to a significant extent, on the continued services of its executive management team, which has substantial experience in the property industry. In addition, the Group’s ability to continue to identify, manage and develop properties depends on the management’s knowledge of, and expertise in, the property market. There is no guarantee that any of the executive management team will remain employed by the Group. The sudden and/or unanticipated loss of the services of one or more members of the executive management team could have an adverse effect on the Group’s business, financial condition and/or results of operations.

The Group may become subject to disputes with tenants and other commercial parties. The Group may become subject to disputes with tenants, commercial parties with whom it maintains relationships or other commercial parties in the property or related industries. Any such dispute could result in litigation between the Group and such commercial parties. Whether or not any dispute actually proceeds to litigation, the Group may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from the management’s ability to focus on the Group’s business. Any such resolution could involve the payment of damages or expenses by the Group which may be significant. In addition, any such resolution could involve the Group agreeing to terms that restrict the operation of its business. Any of the foregoing could have an adverse impact on the Group’s business, financial condition and/or results of operations.

The Group may be liable for environmental issues relating to its operations and properties. The Group may be liable for the costs of removal, investigation or remediation of hazardous or toxic substances located on or in a property currently or previously owned by or leased to it, or which it may own or lease in the future (including the properties to be acquired pursuant to the Acquisition). The costs of any required removal, investigation or remediation of such substances may be substantial. The presence of such substances, or the failure to remediate such substances properly, may also adversely affect the Group’s ability to sell or lease the real estate or to borrow using the real estate as security. Laws and regulations, as these may be amended over time, may also impose liability for the release of certain materials into the air or water from a current or former real estate investment, including asbestos, and such release can form the basis for liability to third persons for personal injury or other damages. Other laws and regulations can limit the development of, and impose liability for the disturbance of, wetlands or the habitats of threatened or endangered species. Non-compliance with, or liabilities under, existing or future environmental laws and regulations, including failure to hold the requisite permits or licences, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on the Group’s business, financial condition and/or results of operations.

The Group may be insufficiently insured against all losses, damage and limitations of use of its properties. The Group’s insurance policies are subject to exclusions of liability and limitations of liability both in amount and with respect to the insured loss events.

29 There are certain types of losses, generally of a catastrophic nature, such as those caused by earthquakes, floods, hurricanes, terrorism or acts of war that may be uninsurable or for example, in the case of terrorism, are not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also may result in insurance proceeds, if any, being insufficient to repair or replace a property if it is damaged or destroyed. Under such circumstances, the insurance proceeds, if any, may be inadequate to restore the Group’s economic position with respect to the affected real estate. Should an uninsured loss or a loss in excess of insured limits occur, the Group could lose capital invested in the affected property as well as anticipated future revenue from that property. In addition, the Group could be liable to repair damage caused by uninsured risks. The Group would also remain liable for any debt or other financial obligation related to that property. There can be no guarantee that the level of insurance cover for the Group now or in the future will be sufficient. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future or that any insurance proceeds will be received at all. If such losses occur and are not covered by insurance and the Group has to make a payment, there could be an adverse effect on the Group’s business, financial condition and/or results of operations. There is a risk of accidents involving the public at shopping centres and other premises owned by the Group. However, should an accident attract publicity or be of a size and/or nature that is not adequately covered by insurance, the resulting publicity and costs could have an adverse impact on the Group’s reputation, business, financial condition and results of operation. In such instance, the Group’s ability to put in place public liability insurance cover in the future may also be adversely affected.

There are tax and other risks associated with the Group’s REIT status. On 1 January 2007, the Group became a REIT under the Finance Act 2006 (now rewritten in Part 12 of the Corporation Tax Act 2010). This affords the Group significant tax advantages while it continues to qualify as a REIT. Although the Directors believe that the Group will be organised and operate in a manner that will qualify as a REIT, no assurance can be given that the Group will remain qualified as a REIT. If the Group fails to meet the REIT conditions, the Group could have its REIT status terminated and therefore lose many of the taxation benefits of the REIT regime, potentially from the end of the previous accounting period. This may reduce the cash available to the Company to make distributions and, consequently, Shareholders’ yield on their investment. The loss of REIT status would affect the tax treatment of profits and distributions payable to Shareholders. The Group intends to manage its affairs to attain REIT status although there is no guarantee that this can be achieved or that this will remain the case indefinitely, particularly when the REIT condition depends on factors outside the control of the Group (e.g. whether the Company is a ‘‘close company’’ for the purposes of the REIT rules). The operation of the REIT rules may also subject the Group to tax charges in certain circumstances. The Group intends to manage its affairs so that these circumstances do not arise, but there is no guarantee that this can be achieved. One circumstance when a tax charge could arise is when dividends are paid on the Ordinary Shares to a company (or an entity treated as a body corporate for tax purposes under a UK double tax treaty) that is beneficially entitled, directly or indirectly, to 10 per cent. or more of the Company’s distributions or share capital or that controls, directly or indirectly, 10 per cent. or more of the voting rights in the Company (a ‘‘Substantial Shareholder’’). To minimise the risk of the Company incurring such a tax charge, the Company’s Articles of Association contain various provisions (e.g. entitling the Directors to withhold dividends or effect a sale of Ordinary Shares) which could have an adverse impact on a Substantial Shareholder.

The Group’s status as a REIT may restrict business opportunities. The REIT distribution requirements potentially limit the Group’s ability to fund acquisitions and developments. To obtain full exemption from UK tax on qualifying property rental businesses, the Company is required, amongst other things, to distribute annually to Shareholders at least 90 per cent. of the Group’s UK profits from its qualifying property rental businesses by way of a property income distribution (‘‘PID’’) payable either in cash or through the issue of shares for those Shareholders who elect for the Scrip Dividend Scheme to apply. Any of the foregoing factors may have an adverse impact on the Group’s business, financial condition and/or results of operations.

30 2 Risks related to the Rights Issue and the Ordinary Shares The Company’s share price may fluctuate. The Company’s share price is generally subject to fluctuation and, in addition, the market price of the New Shares and the Existing Shares could be subject to significant fluctuations due to a change in sentiment in the market specifically regarding the issue of the New Shares (or securities similar to them). Such risks depend on the market’s response to the Rights Issue and various facts and events, including any regulatory changes affecting the Group’s operations, variations in the Group’s property valuations and results of operations, and business developments of the Group and/or its competitors. Furthermore, the Group’s results of operations and prospects may, from time to time, be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the New Shares and the Existing Shares.

Shareholders who do not, or are unable to, acquire New Shares in the Rights Issue will experience dilution in their ownership of the Company. If shareholders do not, or are unable to, take up the offer of New Shares in the Rights Issue, their proportionate ownership and voting interests in the Company will be reduced and the percentage that their Shares will represent of the total share capital of the Company will be reduced accordingly. Even if a Shareholder elects to sell his unexercised Nil Paid Rights or Letters of Allocation, or such Nil Paid Rights or Letters of Allocation are sold on his behalf, the consideration he receives may be nothing or may not be sufficient to compensate him fully for the dilution of his percentage ownership of the Company’s share capital that may be caused as a result of the Rights Issue.

An active trading market in the Nil Paid Rights, the Fully Paid Rights or the Letters of Allocation may not develop.

The Nil Paid Rights will not be admitted to trading on any exchange other than the London Stock Exchange and the Letters of Allocation will not be admitted to trading on any exchange other than the JSE. An active trading market in the Nil Paid Rights or the Fully Paid Rights may not develop on the London Stock Exchange during the trading period. Further, an active trading market in the Letters of Allocation may not develop on the JSE during the trading period. Because the trading price of the Nil Paid Rights, the Fully Paid Rights and the Letters of Allocation depends on the trading price of the Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Letters of Allocation prices may be volatile and subject to the same risks as noted above.

The Company may issue additional shares or securities in the future, which may adversely affect the market price of the Ordinary Shares. The Company may offer additional shares or securities in the future, which may adversely affect the market price of the Ordinary Shares. An additional offering by the Company, or the public perception that an offering may occur, could have an adverse effect on the market price of the Ordinary Shares. In addition, if the conversion rights in respect of the Convertible Bonds are exercised, the Company would be required to issue additional shares, which could also impact the market price of the Ordinary Shares and may cause dilution to other Shareholders. Other than the issue of the New Shares, the Company has no current plans for any subsequent offering of its shares or securities or of rights or invitations to subscribe for Shares in the next 12 months.

The Company’s ability to continue to pay dividends will depend on revenue, the level of profits, and cash flows generated by the Group. Under English company law, a company can only pay cash dividends to the extent that it has distributable reserves and cash available for this purpose. As a holding company, the Company’s ability to pay dividends in the future is affected by a number of factors, including having sufficient distributable reserves and its ability to receive sufficient dividends from subsidiaries. The ability of these subsidiaries to pay dividends and the Company’s ability to receive distributions from its investments in other entities are subject to applicable local laws and regulatory requirements and other restrictions, including, but not limited to, the existence of sufficient distributable reserves and cash and applicable tax laws and covenants in some of the Group’s debt facilities. These laws and restrictions could limit the payment of dividends and distributions to the Company by its subsidiaries, which could in future restrict the Company’s ability to fund other operations or to pay a dividend to holders of the Ordinary

31 Shares. In particular, if there are significant declines in the value of the Group’s properties, this is expected to reduce the level of distributable reserves in the Company which could, depending on the level of the decline and any other steps the Company might take, result in it being unable to pay cash dividends. Any of the foregoing could have an adverse impact on the market price of the Ordinary Shares. Additionally, because the Company is the principal company of a REIT group, the Company is required, amongst other things, to distribute annually to Shareholders at least 90 per cent. of the Group’s UK profits (as defined in Section 530(2) Corporation Tax Act 2010 from its qualifying property rental businesses by way of a PID. The Company would be required to pay tax at regular corporate rates on any shortfall to the extent that it distributes as a PID less than the amount required to meet this 90 per cent. test each year. If, however, the reason the Company fails to meet this 90 per cent. distribution test is a legal impediment, such as having insufficient distributable reserves, the 90 per cent. distribution test will still be considered satisfied provided the Company pays a PID equal to the distributable reserves. Failure to meet the 90 per cent. distribution test may have an adverse effect on the Group’s business, financial condition and results of operations.

Shareholders may not be able to exercise pre-emption rights or participate in future issues of Ordinary Shares and Shareholders outside the UK may not be able to participate in future issues of Ordinary Shares. In the case of a future allotment of new Ordinary Shares for cash, existing Shareholders have certain statutory pre-emption rights unless those rights are disapplied by a special resolution of the Shareholders at a general meeting. An issue of new Ordinary Shares not for cash or when pre-emption rights have been disapplied could dilute the interests of the then-existing Shareholders. Even where pre-emption rights do apply, holders of Ordinary Shares who are located in the US may not be able to exercise their pre-emption rights unless a registration statement under the US Securities Act is effective with respect to such rights or an exemption from the registration requirements thereunder is available. There can be no assurance that the Company will file any such registration statement, or that an exemption to the registration requirements of the US Securities Act will be available, which would result in Shareholders in the US being unable to exercise their pre-emption rights. Further, South African exchange control laws may prevent or have the effect of preventing participation by Shareholders in South Africa. South African exchange control laws and securities laws of certain other jurisdictions may restrict the participation, or the Company’s ability to allow participation, by certain Shareholders in such jurisdictions in any future issue of Ordinary Shares or other securities carried out by Intu. This could have an adverse impact on the market price of the Ordinary Shares and the ability of the Company to raise funds to meet its business requirements.

The ability of Overseas Shareholders to bring actions or enforce judgements against the Company or the Directors may be limited. The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England. The rights of holders of Shares are governed by English law and by the Company’s Articles of Association. These rights differ from the rights of Shareholders in typical US corporations and some other non-UK corporations. An Overseas Shareholder may not be able to enforce a judgement against some or all of the Directors and executive officers. The majority of the Directors and executive officers of the Company are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers within the Overseas Shareholder’s country of residence or to enforce against the Directors and executive officers judgements of courts of the Overseas Shareholder’s country of residence based on civil liabilities under that country’s securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgements in civil and commercial matters or any judgements under the securities laws of countries other than the United Kingdom against the Directors or executive officers who are residents of the United Kingdom or countries other than those in which judgement is made. In addition, English or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries.

32 There is a significant risk that the Company is treated as a passive foreign investment company for US federal income tax purposes, which status will subject US holders to adverse US federal income tax consequences. Based on the Group’s income, assets and activities, there is a significant risk that the Company is treated as a passive foreign investment company (a ‘‘PFIC’’) for US federal income tax purposes. If the Company is treated as a PFIC, its status as a PFIC will subject US holders of Ordinary Shares to adverse US federal income tax consequences. US holders may be able to mitigate these adverse consequences by making a mark to market election with respect to the Ordinary Shares. US holders should consult their tax advisers regarding the potential application of the PFIC regime.

33 IMPORTANT INFORMATION General Investors should rely only on the information in this document and the information incorporated herein by reference. No person has been authorised to give any information or to make any representations other than those contained in this document in connection with the Rights Issue and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, the Joint Bookrunners, the Sponsor, the SA Sponsor or the Financial Adviser to the Rights Issue. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to Section 87G of the FSMA and PR 3.4.1 of the Prospectus Rules, neither the delivery of this document nor any subscription or sale made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial advisor or tax advisor for legal, financial or tax advice in relation to any action in respect of the New Shares or Existing Shares. None of the Company, the Directors, the Sponsor, the SA Sponsor, the Joint Bookrunners or the Financial Adviser to the Rights Issue is making any representation to any Shareholder or purchaser of the New Shares or Existing Shares regarding the legality of an investment by such Shareholder. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa and UBS by the FSMA or by JSE Ltd, as applicable, or the regulatory regimes established thereunder or any other applicable regulatory regime, the Sponsor, the SA Sponsor and the Joint Bookrunners accept no responsibility whatsoever for, or make any representation or warranty, express or implied, as to, the contents of this document or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company, the New Shares, the Existing Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue, UK Admission or South African Admission and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. The Joint Bookrunners, the Sponsor, the SA Sponsor and the Financial Adviser to the Rights Issue accordingly disclaim all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. Any investment decision relating to the New Shares should be based on the consideration of this document in its entirety (and of the information incorporated by reference into it). In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this document, including the risks involved.

Presentation of Financial Information The Company publishes its respective financial statements in pounds sterling (‘‘£’’ or ‘‘pounds sterling’’). The references to ‘‘pence’’ and ‘‘p’’ represent pence in the United Kingdom. References to ‘‘USD’’, ‘‘dollars’’ or ‘‘$’’ are to US dollars. The references to ‘‘cents’’ represent cents in the United States. All references to ‘‘South African rand’’ or ‘‘Rand’’ are to the lawful currency of South Africa. The financial information presented in a number of tables in this document has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. This document relates not only to the issue of the New Shares, but also sets out information in relation to the Existing Shares, which were admitted to trading, pursuant to Section 85(6)(b) of the FSMA and in accordance with Rule 1.2.3(i) of the Prospectus Rules.

34 Financial Information Incorporated by Reference The audited consolidated financial statements of the Group as at and for the years ended 31 December 2013, 2012 and 2011 and the notes thereto are incorporated by reference into this document as further detailed in Part XI ‘‘Documentation Incorporated by Reference’’ of this document.

Exchange Rates On 19 March 2014, being the last practicable date prior to the publication of this document, the South African rand:pound sterling exchange rate was £1.00: Rand 17.9353. The gross proceeds of the Rights Issue of £500 million are calculated on the basis that the Company issues 174,492,585 million New Shares at 180 pence per share and 103,749,043 million New Shares at ZAR32.28 per share. The Rand proceeds have been translated into pounds sterling at an exchange rate of £1.00: Rand 18.0161, being the average rate of exchange contracted in the Group’s foreign currency forward and option contracts to hedge against foreign exchange movements prior the expected date of receipt of funds.

Market, Economic and Industry Data The market, economic and industry data used in this document has been obtained by the Company from various third party reports, as identified in this document, including: • Investment Property Databank Index • Experian Footfall Index • PMA Retail Score Index Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. The Group confirms that information sourced from a third party has been accurately reproduced, and as far as the Group is aware and has been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, in many cases the Group has made statements in this document regarding its industry and its position in the industry based on internal surveys as well as its own experience.

International Financial Reporting Standards As required by the Companies Act and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Group are prepared in accordance with IFRS issued by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union. The consolidated financial statements of the Group also comply with IFRS as issued by the IASB. In this document, the Group presents certain financial measures, such as underlying profit before tax; adjusted earnings per share; net assets per share (adjusted, diluted); as well as revenue, net rental income and certain other income statement figures that are adjusted on a like-for-like capital and like-for-like capital and income basis, and net external debt, which are not recognised by IFRS. These measures are presented because the Group believes that they and similar measures are widely used in the Group’s industry as a means of evaluating financial and operating performance. These measures may not be comparable with similarly titled measures used by other companies and are not measurements under IFRS or any other body of generally accepted accounting principles. Further, certain of these measures do not reflect the impact of items which the directors have determined to be non-recurring. Consequently, these measures should not be considered substitutes for the information contained in the Accounts.

Key Operating Metrics In this document, the Group also presents certain key operational metrics, such as ERV (estimated rental value), initial stabilised yield, net initial yield, nominal equivalent yield, passing rent and topped-up NIY, as a means of evaluating operating performance. Meanings of those terms are set out in Part XII ‘‘Definitions’’ of this document.

35 Forward-Looking Statements Certain information contained in this document, including information as to the Group’s strategy, market position, plans or future financial or operating performance, constitutes ‘‘forward-looking statements’’. Generally, words such as ‘‘may’’, ‘‘could’’, ‘‘will’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘plan’’, ‘‘seek’’, ‘‘continue’’ or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward- looking statements. Such factors include, but are not limited to: (i) general macroeconomic conditions and real estate activity in the markets in which the Group operates; (ii) the Group’s earnings, financial position, cash flows, return on capital, and capital expenditures; (iii) the Group’s ability to implement its business strategy and (iv) the Group’s ability to complete the Acquisition. These statements are further qualified by the risk factors disclosed in or incorporated by reference in this document that could cause actual results to differ materially from those in the forward-looking statements. See ‘‘Risk Factors’’. These forward-looking statements speak only as at the date of this document. Except as required by the FCA, the London Stock Exchange, the Johannesburg Stock Exchange, the Part VI Rules or applicable law, Intu does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FCA, the London Stock Exchange, the Johannesburg Stock Exchange, the Part VI Rules or applicable law, Intu expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Intu’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Notice to All Investors and Shareholders This document has been lodged with the London Stock Exchange and made available to the Johannesburg Stock Exchange for review in connection with its issue to South African Shareholders. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering the proposed Rights Issue is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by any member of the Group or Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS or any of their respective Affiliates. Neither the delivery of this document nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Intu since the date of this document or that the information in this document is correct as at any time subsequent to its date. Without limitation, neither the contents of the websites of the Group nor any other website form part of this document. Capitalised terms have the meanings ascribed to them in Part XII ‘‘Definitions’’ of this document. References to times in this document are to London times unless otherwise stated. Certain information in relation to the Group is incorporated by reference into this document as set out in Part XI ‘‘Documentation Incorporated by Reference’’ of this document. Investors and Shareholders should read the entire document and any document incorporated by reference and, in particular, the section headed ‘‘Risk Factors’’, when considering the proposed Rights Issue.

Overseas Shareholders United States considerations Subject to certain exceptions, neither this document, the Provisional Allotment Letter, the Letter of Allocation nor the Form of Instruction constitutes, or will constitute, or forms or will form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, New Shares, Nil Paid Rights and/or Fully Paid Rights to any Shareholder with a registered address in, or who is resident or

36 located in, the United States. If you are in the United States, you may not exercise your Nil Paid Rights, Fully Paid Rights and/or acquire any New Shares offered hereby. Notwithstanding the foregoing, the Company reserves the right to offer and deliver the Nil Paid Rights or the Letters of Allocation to, and the Fully Paid Rights and the New Shares may be offered to and acquired by investors in the United States reasonably believed by the Company to be QIBs in offerings exempt from, or in transactions not subject to, the registration requirements of the US Securities Act. The Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation and the New Shares being offered outside the United States are being offered in reliance on Regulation S. A QIB will be permitted to subscribe for the New Shares or participate in any sales or purchases of the Nil Paid Rights, the Fully Paid Rights or the Letters of Allocation only if the QIB (i) returns a duly completed and executed investor representation letter to the Company, in accordance with the instructions of its custodian or nominee; and (ii) such investor representation letter has been accepted by the Company in writing. Any envelope containing a Provisional Allotment Letter or a Form of Instruction and post-marked from the United States will not be valid unless it contains a duly executed investor representation letter in the appropriate form, which is accepted by the Company in writing. Similarly, any Provisional Allotment Letter or Form of Instruction in which the exercising holder requests New Shares to be issued in registered form and gives an address in the United States will not be valid unless it contains a duly executed investor representation letter, which is accepted by the Company in writing. The payment paid in respect of Provisional Allotment Letters or Forms of Instruction that do not meet the foregoing criteria will be returned without interest, at the risk of the payer. No representation has been, or will be, made by the Company, Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the re-offer, pledge or transfer of the New Shares. Any person in the United States who obtains a copy of this document, the Provisional Allotment Letter or the Letter of Allocation and who is not a QIB is required to disregard it.

Available information The Company has agreed that, for so long as any of the New Shares are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4) under the US Securities Act.

Enforceability of US judgments The Company is a holding company organised as a public limited company incorporated under the laws of England and Wales with business operations conducted through various subsidiaries. The majority of the Directors and all of its officers reside outside the United States. In addition, substantially all of the Company’s assets and the majority of the assets of its Directors and officers are located outside of the United States. As a result, it may not be possible for US investors to effect service of process within the United States upon the Company or its Directors and officers located outside the United States or to enforce in the US courts or outside the United States judgments obtained against them in US courts or in courts outside the United States, including judgments predicated upon the civil liability provisions of the US federal securities laws or the securities laws of any state or territory within the United States. There is also doubt as to the enforceability in England and Wales, whether by original actions or by seeking to enforce judgments of US courts, of claims based on the federal securities laws of the United States. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in England and Wales.

37 Australian considerations Neither this document, the Provisional Allotment Letter, the Letter of Allocation nor the Form of Instruction constitute an Australian law compliant prospectus for the purposes of Divisions 3, 4 and 5 of Part 6D.2 of the Australian Corporations Act (the ‘‘Corporations Act’’) (other than section 718) and sections 728(1)(b) and (c), 728(3)(b), 730(1)(b) and (c), 734 and 735 of the Corporations Act. The information disclosed in this document, the Provisional Allotment Letter, the Letter of Allocation and the Form of Instruction may not be the same as that which would have been disclosed if those documents had been prepared in accordance with Australian law. This document will be lodged with the Australian Securities and Investments Commission.

38 DIRECTORS, GROUP COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS Directors Name Position Patrick Burgess MBE ...... Chairman John Whittaker ...... Deputy Chairman and Non-Executive Director David Fischel ...... Chief Executive Matthew Roberts ...... Finance Director Adele` Anderson ...... Non-Executive Director Richard Gordon ...... Non-Executive Director Andrew Huntley ...... Non-Executive Director Louise Patten ...... Non-Executive Director Neil Sachdev ...... Non-Executive Director Andrew Strang ...... Non-Executive Director

The business address of each of the Directors is 40 Broadway, London SW1H 0BT, United Kingdom.

Group Company Secretary Susan Marsden

Registered Office 40 Broadway, London SW1H 0BT, United Kingdom Telephone: 020 7887 4220, or, when dialling from outside the United Kingdom, +44 20 7887 4220 Registered in England and Wales No. 03685527 Registered in South Africa as an external company No. 1999/012910/10

39 FINANCIAL ADVISER AND SPONSOR TO INTU Rothschild New Court St. Swithin’s Lane London EC4N 8AL United Kingdom

SPONSOR IN SOUTH AFRICA Merrill Lynch South Africa (Pty) Ltd 138 West Street Sandton Johannesburg South Africa 2196

JOINT BOOKRUNNERS BofA Merrill Lynch UBS Investment Bank 2 King Edward Street 1 Finsbury Avenue London EC1A 1HQ London EC2M 2PP United Kingdom United Kingdom HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

LEGAL ADVISERS TO THE SPONSOR AND LEGAL ADVISERS TO INTU JOINT BOOKRUNNERS as to English and US law as to English and US law Linklaters LLP Herbert Smith Freehills LLP One Silk Street Exchange House London EC2Y 8HQ Primrose Street United Kingdom London EC2A 2EG United Kingdom

LEGAL ADVISERS TO INTU AUDITORS AND REPORTING ACCOUNTANTS as to South African law Edward Nathan Sonnenbergs PricewaterhouseCoopers LLP 150 West Street 1 Embankment Place Sandton London WC2N 6RH Johannesburg United Kingdom South Africa 2196

INDEPENDENT VALUERS CBRE Limited DTZ Debenham Tie Leung Limited Henrietta House 125 Old Broad Street Henrietta Place London EC2N 1AR London W1G 0NB United Kingdom United Kingdom

Cushman & Wakefield LLP Knight Frank LLP 43-45 Portman Square 55 Baker Street London W1A 3BG London W1U 8AN United Kingdom United Kingdom

40 PART I LETTER FROM THE CHAIRMAN OF INTU PROPERTIES PLC

13MAR201413472717

Directors: Patrick Burgess MBE (Chairman) Registered in England & Wales no: 3685527 John Whittaker (Deputy Chairman and Registered Office: Non-Executive Director) 40 Broadway David Fischel (Chief Executive) London Matthew Roberts (Finance Director) SW1H 0BT Andrew Huntley (Senior Independent Director) Adele` Anderson (Non-Executive Director) Richard Gordon (Non-Executive Director) Louise Patten (Non-Executive Director) Neil Sachdev (Non-Executive Director) Andrew Strang (Non-Executive Director) 20 March 2014 Dear Shareholder

Acquisition of two regional shopping centres and a retail park, and fully underwritten Rights Issue to raise gross proceeds of £500 million 1 Introduction Intu Properties plc announced today that it had entered into agreements with certain Westfield Entities to acquire the Westfield Entities’ and certain joint venture partners’ 50 per cent. interest in Westfield Merry Hill shopping centre, the Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in Westfield Derby shopping centre and the Westfield Entities’ 100 per cent. interest in Sprucefield retail park (together, the ‘‘Assets’’) for an aggregate consideration of £867.8 million to be financed by new debt facilities and a fully underwritten Rights Issue of: 2 New Shares for every 7 Existing Shares at 180 pence or ZAR32.28 per New Share. The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March 2014 of 313.2 pence being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014. The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing Price on 19 March 2014 of ZAR55.71 being the last day of trading prior to the announcement of the Rights Issue and a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing Price on 19 March 2014. The Rights Issue is intended to raise gross proceeds of approximately £500 million and net proceeds of approximately £488 million. The Rights Issue is being made subject to and on the terms set out in this document to all Qualifying Shareholders on the register of members of the Company at the close of business on the relevant Record Date. New debt facilities entered into in relation to the Acquisition total £423.8 million. Further details are set out in paragraph 8 of this letter. The Acquisition is conditional on certain matters, including the receipt of funds from the Rights Issue and the Facilities Agreements described below. In the unlikely event that following Admission the Acquisition does not complete, Intu will use the proceeds of the Rights Issue to progress its development pipeline and, where possible, for acquisitions that fulfil the Company’s clear strategic objectives in addition to general corporate purposes.

41 2 Information on Intu Intu is the UK’s leading shopping centre owner, developer and manager, with interests, prior to the Acquisition, in 17 shopping centres including ten of the UK’s top 25 and one of the top centres in Spain. With 18 million sq. ft. of retail, catering and leisure space valued at £7.6 billion as at 31 December 2013, Intu’s centres attract around 350 million customer visits a year and two-thirds of the UK population live within a 45 minute drive time of one of the centres. Intu’s strategy is to provide compelling destinations for shoppers and to be the landlord that retailers want to do business with, in order to create long term and sustainable growth in net rental income and thus generate superior shareholder returns through dividend growth and capital appreciation over the long term. The Board believes that the Group’s scale and focus are key to its successful development and operation of UK prime regional shopping centres. As such assets are rarely traded, the Board would expect to consider opportunities that may arise to acquire such interests, particularly where the Group’s operating skills can be applied through its specialist asset and property management teams. Additionally, Intu has a UK development pipeline of £1.2 billion over the next ten years on active management projects at most of its centres and major extensions. Funding for this programme will include recycling of existing assets including possible disposals and introduction of partners. In this context, while there can be no certainty that a transaction will be concluded, Intu has, since announcing its results on 28 February 2014, signed non-binding heads of terms with a third party investor to form a joint venture in respect of intu Uxbridge. The proposed consideration from the investor for an 80 per cent. interest would represent a small premium to the latest market value of intu Uxbridge of £213.9 million. Intu would retain a 20 per cent. interest and be appointed as the asset manager of the centre.

3 Information on the Acquisition (a) The terms of the Acquisition Pursuant to the Acquisition, Intu will acquire for an aggregate consideration of £867.8 million the Westfield Entities’ and certain joint venture partners’ 50 per cent. interest in the corporate entities that hold Merry Hill, the Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in the corporate entities that hold Derby, and the Westfield Entities’ 100 per cent. interest in the corporate entities that hold Sprucefield as set out in more detail in the table below.

Estimated net Consideration for working capital Total the Assets(1) at completion consideration (£ million) (£ million) (£ million) Merry Hill Target Entities ...... 407.5 0.2 407.7 Derby Target Entities ...... 387.5 2.8 390.3 Sprucefield Target Entities ...... 68.4 1.4 69.8 Total ...... 863.4 4.4 867.8

Note: (1) The consideration agreed with the Sellers for the Assets represents the property value as at 6 March 2014 for Merry Hill and Sprucefield. For Derby the consideration agreed with the Sellers is £387.5 million which compares to the property value as at 6 March 2014 of £390.0 million. The difference between the total consideration and the consideration for the Assets is £4.4 million which represents the estimated level of the net working capital of the corporate entities being acquired at the expected date of completion, which is expected to be around the beginning of May 2014. The total consideration will be subject to a net asset value adjustment if the net asset value of (i) the corporate entities owning the Assets and (ii) the corporate entities which own these companies and which are held by the Sellers (excluding the value of the Assets) at completion of the Acquisition differs from the estimated net asset value of the Target Entities. Additionally, in the event that Intu secures certain planning consents for the Sprucefield development land following the Acquisition, Intu will make an overage payment of an additional £2.5 million to the Sellers.

42 The Sellers currently hold their interest in the Merry Hill Target Entities which own the Assets (being English limited partnerships) jointly with QIC. Following the Acquisition, QIC will retain its 50 per cent. holding in the Merry Hill Target Entities and Intu will become party to the existing partnership agreements with QIC, setting out the terms of their relationship as owners of the Merry Hill Target Entities. Intu will be appointed as asset and development manager for Merry Hill and it is intended that Merry Hill will be rebranded as intu Merry Hill. QIC is Australia’s third largest institutional investment manager with over A$75 billion in funds under management as at 31 December 2013. It was established in 1991 by the Queensland Government to manage its long-term investments and has a client base spanning sovereign wealth funds, superannuation funds and other institutional investors. QIC’s Global Real Estate division has around A$11 billion invested in Australian and international retail and office assets as at 31 December 2013.

(b) Information on the Assets (i) Merry Hill Merry Hill comprises the main shopping centre together with a number of other adjoining, or nearby, assets covering a total of 229 acres and providing 1.7 million sq. ft. of retail space. The shopping centre is a super-regional centre in the West Midlands and is located 10 miles west of Birmingham, the UK’s second largest city by population. Approximately 2.9 million people live within 45 minutes’ drive of Merry Hill. The main shopping centre was originally developed in five phases from 1985 to 1990 and a new food court was completed in 2009. The 1.4 million sq. ft. scheme is arranged over two retail levels, with seven primary mall areas featuring 214 shop units across the centre including seven anchor stores, retail shops and food court units (with seating capacity of around 1,200). Approximately 7 per cent. of the centre’s rental income is derived from catering and leisure. The centre benefits from around 10,000 free car parking spaces. The shopping centre is anchored by Marks & Spencer, Debenhams, Bhs, Primark, Sainsbury’s, Next and Asda. The shopping centre currently has an occupancy of approximately 96 per cent. with a weighted average lease length of 7.0 years (6.4 years to first break). Merry Hill is number 13 in PMA’s ranking of UK shopping centres. The shopping centre attracts around 25 million customer visits annually with an average dwell time of just under two hours. In addition to the shopping centre, Merry Hill includes nine surrounding mixed-use assets and land parcels, which comprise two retail warehouse parks, The Waterfront Properties which comprise a business park, the waterfront offices and a leisure complex, a stand-alone Asda supermarket, an industrial estate, a petrol station and approximately 47 acres of development land. As at 6 March 2014 on the basis of a 50 per cent. interest, Merry Hill had net annual rent of £22.6 million and was externally valued at £407.5 million. On a standalone basis and on the basis of a 50 per cent. interest, as at 6 March 2014, the shopping centre (excluding the surrounding mixed use assets) had net annual rent of £20.2 million and was externally valued at £371.0 million reflecting a net initial yield of 5.21 per cent. and a nominal equivalent yield of 5.10 per cent. (see Part VIII ‘‘Valuation Report as at 6 March 2014 for Merry Hill, Derby and Sprucefield’’ of this document for further information).

(ii) Derby Derby is an enclosed town centre shopping centre comprising 1.3 million sq. ft. of space with over 180 shop units over two levels and a 12 screen cinema. The centre benefits from more than 3,600 car parking spaces. The city of Derby is the third largest city in the East Midlands region with major employers including Rolls Royce, Toyota and Bombardier. Approximately 950,000 people live within 30 minutes’ drive of the shopping centre. The centre is anchored by Marks & Spencer, Debenhams, Cinema De Lux and Sainsbury’s. Derby’s predecessor, the Eagle Centre, was opened in 1975 and in 2004 construction started on a new scheme which opened in 2007 doubling the size of the original centre. Derby has very high occupancy (99 per cent. as at 31 December 2013) and weighted average lease length of 7.9 years (7.1 years to first break). Approximately 12 per cent. of the centre’s rental income is derived from catering and leisure. Derby shopping centre is number 18 in PMA’s ranking of UK shopping centres. The shopping centre attracts around 25 million customer visits annually with an average dwell time of just under 90 minutes. As at 6 March 2014 Derby had net annual rent of £28.2 million and was externally valued at £390.0 million reflecting a net initial yield of 6.89 per cent. and a nominal equivalent yield of 6.45 per cent. (see Part VIII

43 ‘‘Valuation Report as at 6 March 2014 for Merry Hill, Derby and Sprucefield’’ of this document for further information).

(iii) Sprucefield Sprucefield is a retail park in Northern Ireland originally developed in 2003. Sprucefield comprises five retail units and has a total floor area of 230,000 sq. ft., with around 1,400 car park spaces. Sainsbury’s and B&Q are the key anchor tenants. The retail park currently has an occupancy of 100 per cent. with a weighted average lease length of 12 years. Sprucefield is strategically located just 10 miles from Belfast city centre with excellent accessibility to the A1 and M1 with routes to Belfast and Dublin. Approximately 1.1 million people live within 45 minutes’ drive of Sprucefield. As part of the Acquisition, Intu will acquire a further 17.5 acres of development land adjacent to the retail park. As at 6 March 2014 Sprucefield had net annual rent of £4.1 million and was externally valued at £68.4 million. As at 6 March 2014 the retail units at Sprucefield on a standalone basis (excluding the adjacent development land) were externally valued at £66.4 million reflecting a net initial yield of 5.86 per cent. and a nominal equivalent yield of 5.35 per cent. (see Part VIII ‘‘Valuation Report as at 6 March 2014 for Merry Hill, Derby and Sprucefield’’ of this document for further information).

(c) Background to and reasons for the Rights Issue and the Acquisition The Board believes that the Acquisition provides a rare opportunity to acquire a further two prime shopping centres and conforms with Intu’s focus on the UK’s large-scale, high quality regional shopping centres in prime locations that typically outperform secondary locations over the longer term, reflecting the ongoing trend for retail trade to gravitate towards the strongest locations. Additionally, Sprucefield represents an opportunity, subject to planning, for further retail development on a strategically located site. The Board believes that the Acquisition, which will be partially funded by the Rights Issue, is capable of generating improved total returns for Shareholders over time for a number of reasons:

(i) Merry Hill occupies a strategic West Midlands location filling a gap in Intu’s national coverage and provides opportunities to grow rental values and generate capital value growth over the medium term: • The Board believes that, although it is a prime regional centre, Merry Hill’s relative position has declined in recent years. The centre presents significant opportunities to re-engineer and update the tenant mix encouraging large flagship formats and reducing the number of smaller units to make the centre more relevant for retailers and customers; • On a square foot basis for a super-regional centre, Merry Hill currently has a relatively low valuation and rental levels. Current headline ITZA rents of £150 per square foot are below the PMA average for a comparable regional shopping centre of £317 per square foot as well as for intu Trafford Centre of £405 per square foot and for intu Lakeside of £345 per square foot(1); • The Board is of the view that Merry Hill has the potential to be repositioned over the medium term as a family day out destination with an integrated shopping, dining and leisure experience extending dwell time, trading hours and catchment; • The short to medium term business plan for the centre is to pursue a number of initiatives to improve the rental tone of the centre. Key initiatives include: • rightsizing a number of existing key anchor and major space users to provide the retailers with the appropriate space to trade at sustainable levels of rents; • targeting key retailers not currently represented in the centre including international and aspirational retailers;

(1) As at December 2013. Headline ITZA rent relates to the annual rent per square foot after expiry of concessionary periods in terms of zone A.

44 • reducing the number of smaller standard units through amalgamation and minimising the number of short term lettings; • repositioning the food and beverage and leisure offering in the centre, in particular adding more restaurants; and • refreshing the appearance and ambience of the centre through rebranding and improved promotional activities. • Any capital expenditure for these initiatives will be incremental to the Group’s existing £1.2 billion UK development pipeline. Disposals of certain of the ancillary assets may be considered which could contribute capital for these initiatives. It is anticipated that, as a result of certain identified asset management initiatives deemed necessary to improve medium term rental tone, passing rents may fall in the short term. It is expected that capital expenditure on the Assets will be minimal in the short term, in particular prior to detailed plans being progressed with QIC in respect of Merry Hill over the medium term.

(ii) The acquisition of Derby provides an attractive income return, with potential for capital growth from yield compression: • The Board believes Derby provides an opportunity to acquire a modern, prime in-town centre, which is yet to reach its potential following the opening of a major redevelopment in 2007 shortly before the downturn; • The Board believes there are opportunities to generate additional value at Derby through an asset management strategy which: • rebalances the proportions of retail, catering and leisure to drive footfall and extend dwell time; and • reconfigures existing retail space to realign supply and demand for shop units; • Rental levels being achieved at present are lower than comparable centres, which when combined with the low vacancy rates presents an opportunity for ERV growth over the medium term. Current headline ITZA rents of £110 per square foot compare to the PMA average for an equivalent centre of £208 per square foot as well as for intu Eldon Square, Newcastle, and Manchester Arndale of £250 per square foot(1); • Key asset management initiatives include: • refocusing the retailer mix with more aspirational brands to appeal to the more affluent 35 year old and over customers in the catchment area; • improving the existing catering offer by adding restaurants in the upper level of the centre to complement the fast food provision in the food court and as a result broaden the appeal and provide a further draw in the evening in addition to the cinema; • reducing the number of short term lettings; • adding to the customer experience through improved promotional activities; and • reducing the disparity in appearance and rents between the older and the redeveloped areas.

(iii) The acquisition of Sprucefield, at a relatively low capital cost, provides the potential for development of further retail space over the longer term: • The acquisition of Sprucefield implies a capital value for the retail units at Sprucefield of £66.4 million and a net initial yield of 5.86 per cent.; and • The 17.5 acres of development land adjacent to the existing retail park valued at £2.0 million have the potential, subject to planning, for further retail development. Intu will consider its options with respect to this site in due course.

(1) As at December 2013. Headline ITZA rent relates to the annual rent per square foot after expiry of concessionary periods in terms of zone A.

45 (iv) Acquisition of high quality assets reinforces the Company’s position as the leading owner, developer and manager of prime UK regional shopping centres: • Derby and Merry Hill are both prime UK regional shopping centres, an attractive asset class given the on-going trend for retail trade to gravitate towards the strongest destinations. The Board believes that there are many advantages that can be gained through increasing the scale of Intu’s portfolio to enhance returns from the portfolio as a whole including strengthening relationships with major national and international retailers, increased national coverage of all intu centres leading to higher footfall, enhanced commercialisation opportunities and opportunities to deliver operational efficiencies; • The acquisition of Merry Hill will provide Intu with an important presence in the West Midlands, an area of the UK where it is currently under-represented; and • The transaction extends Intu’s footprint for its nationwide consumer facing brand and digital strategy.

(v) EPS accretive transaction in 2014 and overall capital structure maintained with support from existing investors and a new partner: • The Board expects the Acquisition to be accretive on an earnings per share basis following the adjustment for the bonus element of the Rights Issue(1); • As at 6 March 2014 the combined net annual rent of the Assets was £54.9 million, before an estimated £2 million of further direct costs. It is anticipated that as a result of the Acquisition the Group will incur an additional £2 million per annum of administration costs; • The partnership with QIC on Merry Hill enables a capital-efficient acquisition and offers Intu the opportunity to develop a relationship with a new major global financial partner; • The balance of equity and debt funding is broadly in line with the existing Group capital structure; and • The Rights Issue is supported by the Peel Group, the Gordon Family and Coronation Asset Management (Proprietary) Limited as described further in paragraph 14 ‘‘Shareholder intentions’’ below.

4 Information on the Rights Issue The Rights Issue is intended to raise gross proceeds of £500 million and net proceeds of approximately £488.0 million. The Rights Issue is being fully underwritten by the Underwriters. A summary of the material terms of the Underwriting Agreement is set out in paragraph 17.1.1 of Part X ‘‘Additional Information’’ of this document. Subject to the fulfilment of, amongst others, the conditions described below, the New Shares will be offered for subscription to Qualifying Shareholders by way of Rights at 180 pence per New Share, in respect of Qualifying Shareholders other than Qualifying South African Shareholders, or, in the case of Qualifying South African Shareholders, ZAR32.28 per New Share, payable in full on acceptance. The Rights Issue will be on the basis of: 2 New Shares for every 7 Existing Shares held by and registered in the names of Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions) on the relevant Record Date and otherwise on the terms and conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders or Qualifying South African Shareholders holding certificated Shares (other than, subject to certain exceptions, such Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions), the Provisional Allotment Letters or Forms of Instruction respectively. The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price of 313.2 pence on 19 March 2014, being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014. The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing Price of ZAR55.71 on 19 March 2014, being the last day of trading prior to the

(1) This statement does not constitute, and should not be construed as, a profit forecast.

46 announcement of the Rights Issue and a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing Price on 19 March 2014. Entitlements to New Shares arising under the Rights Issue will be rounded down to the nearest whole number and fractional entitlements will not be allotted to Qualifying Shareholders but will be aggregated and placed in the market for the benefit of the Company. Holdings of Existing Shares in certificated form and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. The Rights Issue is conditional upon: (a) UK Admission of the New Shares nil paid becoming effective by not later than 8:00 a.m. (London time) on 31 March 2014 (or such later time and/or date as the Company and the Banks may agree, but provided that the Acceptance Date is not later than 2 May 2014); (b) South African Admission of the New Shares and the Letters of Allocation to listing and trading on the JSE’s Main Board for listed securities becoming effective by not later than the date of UK Admission; and (c) the Underwriting Agreement otherwise becoming unconditional in all respects (other than in regard to Admission and the South African Admission), and not having been terminated in accordance with its terms prior to Admission. Applications have been made for the New Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective and dealings will commence (nil paid) in the New Shares at 8:00 a.m. (London time) on 31 March 2014 and dealings in the New Shares (fully paid) will commence at 8:00 a.m. (London time) on 22 April 2014. Application has been made to JSE Ltd for the Letters of Allocation and the New Shares to be admitted to listing and trading on the Main Board of the JSE. It is expected that South African Admission will become effective and that dealings on the JSE in the Letters of Allocation (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on 31 March 2014 and in the New Shares (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on 11 April 2014 and in the New Shares (fully paid) will commence at 9:00 a.m. (Johannesburg time) on 22 April 2014. Any changes to the timetable of the Rights Issue will be announced by the Company in accordance with applicable rules in the United Kingdom and South Africa. The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Shares, including the recommended final dividend for 2013. The Rights Issue will result in the issue of 278,241,628 New Shares, which will form approximately 22.22 per cent. of the Shares in issue immediately following the Rights Issue. The Company has entered into hedging arrangements comprising a combination of a forward sale and an option to mitigate currency movements between the announcement and settlement of the Rights Issue. See Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ for the full terms and conditions of the Rights Issue. The net proceeds of the Rights Issue together with the new debt facilities will be used to fund the Acquisition and associated costs which are estimated to be £18.0(1) million. Any excess proceeds will be used for a combination of progressing the initiatives identified at the Assets, progressing the Company’s development pipeline and general corporate purposes.

5 Financial position, current trading and prospects As announced on 28 February 2014, the Group made progress during the year ended 31 December 2013 and ended the year better positioned to create long term value through opportunities afforded by the changing retail landscape through: (i) cultural change as a result of the Group’s rebranding; (ii) important

(1) Associated costs include stamp duty (£4 million), debt arrangement fees (£5 million), advisers’ fees (£3 million) and integration costs (£2 million).

47 milestones reached within the development pipeline; and (iii) new debt and equity improving the Group’s financial position. The financial highlights of the year ended 31 December 2013 are set out below: • underlying earnings per share of 15.0 pence (2012—16.1 pence) reflecting £10 million impact of tenants who entered administration in late 2012 and early 2013; • an increase in property valuations of 1.8 per cent., comparing favourably with the IPD index, which increased 0.8 per cent.; • a total property return of 7.3 per cent. (2012—6.0 per cent.); and • net asset value per share of 380 pence (diluted, adjusted) reduced by 12 pence from 392 pence, including a reduction of 15 pence from early termination of interest rate swaps and a 7 pence dilution from the equity raising for the acquisition of Midsummer Place.

Future prospects The Directors are encouraged that the UK economy continued to recover during 2013. While household purchasing power remains under pressure, there are signs of returning confidence and increasing appetite for lending. The Directors believe that well configured space in prime shopping centres such as Intu’s will become increasingly important as retail businesses adapt to the challenge of changing shopping habits. Looking forward to the remainder of 2014, the relative stability of the second half of 2013 has enabled the Group to prepare for upcoming developments by holding space vacant or on flexible terms to enable a timely start to a number of development projects. Additionally, the Directors believe that the benefit of new lettings in 2013 will be more than offset by (i) lease expiry concentrations; and (ii) the residual impact of 2013 tenant failures. The Directors expect the combination of these factors to lead to a further year of reduced like-for-like net rental income in 2014. However, the Directors expect that the Group’s development projects, tenant mix repositioning and effective asset management approach will significantly enhance the long term total return of the business.

6 Dividend and dividend policy The Directors have recommended a final dividend of 10.0 pence per share bringing the amount paid and payable in respect of 2013 to 15.0 pence per share. New Shares issued pursuant to the Rights Issue will not be entitled to this final dividend. Applying the indicative bonus factor element(1) of the Rights Issue to the total 2013 dividend shows that following the Rights Issue the dividend of 15.0 pence per share would equate to approximately 13.6 pence per share. In the short term, subject to performance and available resources, the Company would seek to maintain that level of dividend. Over the medium term, subject to performance and available resources, the Company would aim to grow the dividend as the appropriate coverage levels increase.

7 Financial impact of the Acquisition and the Rights Issue It is expected that the Acquisition will be accretive to earnings per Ordinary Share in 2014 following the Acquisition following the adjustment for the bonus element of the Rights Issue(2). Part VI ‘‘Unaudited Pro Forma Statement of Net Assets’’ of this document contains an unaudited pro forma statement of net assets, which illustrates the effect of the Rights Issue on the consolidated net assets of Intu as if it had occurred on 31 December 2013.

(1) Based on the Dividend Adjusted UK Closing Price on 19 March 2014 of 313.2 pence being the last day of trading prior to the announcement of the Rights Issue. The final bonus factor element of the Rights Issue will be based on the Dividend Adjusted UK Closing Price in pounds sterling of an Existing Share trading on the London Stock Exchange on the last day of trading prior to the Existing Shares being marked ‘‘ex’’ which is expected to be 28 March 2014. (2) This statement does not constitute, and should not be construed as, a profit forecast.

48 8 Debt financing Intu has entered into three debt facilities to raise £423.8 million to provide financing for the Acquisition. Individual facilities have been raised and secured on each of the Assets. The three facilities have a weighted average all-in annual cost of 2.5 per cent for the first year. All three facilities have a margin step-up after twelve months(3) and further step-ups after each additional six month period. Intu has entered into a £191.3 million facility agreement with Deutsche Bank AG, London Branch and HSBC Bank plc to provide debt secured against its 50 per cent. stake in Merry Hill with a final maturity in September 2016 (with a one year extension option). In 2012 QIC issued a CMBS against its 50 per cent. share of Merry Hill which matures in 2016. It is anticipated that in due course both parties will refinance their respective debt secured against their holdings in Merry Hill through borrowing secured at the asset level. Intu has entered into a £202.5 million facility agreement with Lloyds Bank plc and UBS AG, London Branch to provide debt secured against Derby with a final maturity in October 2016. It is intended that in due course this facility will be refinanced through the Group’s Secured Group Structure. Intu has entered into a £30.0 million facility agreement with HSBC Bank plc to provide debt secured against Sprucefield with a final maturity in September 2016. The combined loan to value ratio for the Acquisition is 48.9 per cent., which is broadly in line with that of the Group as at 31 December 2013.

9 Taxation Your attention is drawn to Part IX ‘‘Taxation’’ of this document. If you are in any doubt as to your tax position you should contact your professional adviser immediately.

10 Intu Share Plans The options and awards granted and subsisting under the Intu Share Plans described in paragraph 14 of Part X ‘‘Additional Information’’ of this document (other than the SIP) may be adjusted by the Company to take account of the Rights Issue in accordance with the rules of the relevant scheme. Such adjustments will not be made until after the Rights Issue and, in the case of the Company’s Approved Scheme, will require the approval of HMRC. Relevant participants will be contacted separately with further information on how their options and/or awards may be affected by the Rights Issue. Participants in the SIP or in joint ownership arrangements will be contacted separately about their rights under the Rights Issue.

11 Convertible Bonds The conversion price of the Peel Convertible Bonds may be required to be adjusted by the Company to take account of the Rights Issue in accordance with the terms and conditions of the Peel Convertible Bonds. The exchange price of the 2018 Convertible Bonds may be required to be adjusted by the Company to take account of the Rights Issue in accordance with the terms and conditions of the 2018 Convertible Bonds. For additional detail, see paragraphs 17.1.5 and 17.1.6 of Part X ‘‘Additional Information’’. Bondholders will be notified of any adjustment to the conversion price or the exchange price, as the case may be, as soon as practicable following any determination in respect thereof, as provided in the relevant terms and conditions.

12 Action to be taken In relation to the Rights Issue, if you are a: • Qualifying Non-CREST Shareholder (other than, subject to certain exceptions, a Qualifying Non-CREST Shareholder with a registered address in the United States or any of the Restricted Jurisdictions), you will be sent a Provisional Allotment Letter giving you details of your Nil Paid Rights by post; • Qualifying South African Shareholder who holds Shares in certificated form (other than, subject to certain exceptions, a Qualifying South African Shareholder with a registered address in the United

(3) After the first 12 months the margin step ups are 50 basis points for Merry Hill and Derby and 15 basis points for Sprucefield.

49 States or any of the Restricted Jurisdictions), you will be sent a Form of Instruction giving you details of your Letters of Allocation by registered mail; • Qualifying CREST Shareholder (other than, subject to certain exceptions, a Qualifying CREST Shareholder with a registered address in the United States or any of the Restricted Jurisdictions), you will receive a credit to your appropriate stock accounts in CREST in respect of your Nil Paid Rights; and • Qualifying South African Shareholder who holds Shares in uncertificated form (other than, subject to certain exceptions, if you are a Qualifying South African Shareholder with a registered address in the United States or any of the Restricted Jurisdictions) your CSDP/broker account in Strate will be credited with tradable Letters of Allocation in respect of your Nil Paid Rights. You should be contacted by your CSDP or stockbroker (as the case may be) who will provide you with instructions on how you can exercise your rights to subscribe for New Shares on the basis of the terms of the Rights Issue in accordance with the terms of the custody agreement between you and your CSDP or stockbroker. The latest time and date for acceptance and payment in full in respect of the Rights Issue by Qualifying Shareholders (other than South African Qualifying Shareholders) is expected to be 11:00 a.m. (London time) on 17 April 2014, unless otherwise announced by the Company. In respect of South African Qualifying Shareholders the latest time and date for acceptance and payment in full in respect of the Rights Issue is expected to be 12:00 p.m. (Johannesburg time) on 17 April 2014, unless otherwise announced by the Company. The procedure for acceptance and payment is set out in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document and, in respect of Qualifying Non-CREST Shareholders and Qualifying South African Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, such Shareholders with registered addresses in the United States or any of the Restricted Jurisdictions), in the Provisional Allotment Letter or Form of Instruction, respectively. If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the FSMA if you are in the United Kingdom or, if you are outside the United Kingdom, by another appropriately authorised independent financial adviser.

13 Further information Your attention is drawn to the further information on the Rights Issue set out in Section 1 and Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document, including some questions and answers and about the Rights Issue, further terms and conditions, details on the procedure for acceptance and payment and the procedure in respect of Rights not taken up. Shareholders located outside of the UK or South Africa should refer to paragraph 9 of Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document for further information on their ability to participate in the Rights Issue.

14 Shareholder intentions The Peel Group has undertaken to the Company to take up its full entitlements pursuant to the Rights Issue in respect of 188,946,817 Ordinary Shares, being the 185,096,817 Ordinary Shares currently held by the wholly owned subsidiaries of Peel Chapel Holdings (IOM) Limited and a further 3,850,000 Ordinary Shares expected to be transferred by other members of the Peel Group to such companies. The Company understands that such further Ordinary Shares and the Rights and New Shares to be issued to such companies will be subject to the same security as such companies have previously granted in respect of their current shareholdings in the Company. Members of the Gordon Family or their related entities have undertaken to the Company to take up at least half of their entitlements pursuant to the Rights Issue in respect of their holding of 92,143,204 Ordinary Shares. Together, the Peel Group and the Gordon Family have undertaken to take up 67,148,112 New Shares, representing 24.1 per cent. of the New Shares to be issued pursuant to the Rights Issue.

50 Coronation Asset Management (Proprietary) Limited, the Company’s second largest shareholder, has informed the Company that it is supportive of the Rights Issue.

15 Directors’ intentions The Directors currently beneficially own, in aggregate, 198,341,548 Ordinary Shares, representing approximately 20.4 per cent. of the Company’s share capital as at 17 March 2014, being the latest practicable date prior to the publication of this document, and currently intend to take up (or procure the taking up of) their entitlement to New Shares in full. Such number of Ordinary Shares includes the Ordinary Shares held by the Peel Group and the Ordinary Shares held by Richard Gordon which are the subject of the undertaking by the Gordon Family as set out in paragraph 14 above.

Yours faithfully

Patrick Burgess MBE Chairman

51 PART II BUSINESS OVERVIEW OF THE GROUP The selected historical financial information in relation to Intu in this Part II has, unless otherwise stated, been extracted without material adjustment from the Intu Annual Report 2013 and Intu Annual Report 2012. Investors should read the whole of this document and the documents incorporated herein by reference and should not rely solely on the financial information set out in this Part II.

1 Overview Intu is the UK’s leading shopping centre owner, developer and manager, with interests, prior to the Acquisition, in 17 shopping centres including ten of the UK’s top 25(1) and one of the top centres in Spain. With 18 million sq. ft. of retail, catering and leisure space valued at £7.6 billion, as at 31 December 2013, Intu’s centres attract around 350 million customer visits a year and two-thirds of the UK population live within a 45 minute drive time of one of the centres. At the beginning of January 2013, the Company announced the creation of a nationwide consumer facing shopping centre brand—intu—and the transformation of the Group’s digital proposition with a view to providing the UK’s leading shopping centre experience both on and off-line. Intu has a UK development pipeline of £1.2 billion over the next ten years on active management projects at most of its centres and major extensions. Funding for this programme will include recycling of existing assets, including possible disposals and the introduction of partners to provide capital where appropriate. Intu also has interests outside the UK comprising an effective interest of 9 per cent. in Equity One, a US retail REIT, a 32 per cent. interest in Prozone, an Indian shopping centre developer, a joint venture in Spain for pre-development activity on three major sites under option in Malaga, Valencia and Vigo, and a joint partnership interest in a regional shopping centre in Oviedo, Northern Spain. Over 80,000 people are employed at Intu centres across the UK and the Group is fully committed to supporting local communities and the wider environment through meaningful and hands-on initiatives. The map below shows the location of Intu’s UK shopping centres (prior to the Acquisition):

17MAR201409543114

(1) Source: PMA Retail Score December 2013.

52 The table below provides selected information on the Company’s investment and development properties:

As at 31 December 2013 Net Initial Topped-up Nominal Market yield NIY equivalent ABC1 value Ownership (EPRA) (EPRA)(5) yield Occupancy(6) Gross area(8) customers(9) (£m) (%) (%) (%) (%) (%) (million (%) sq. ft.) intu Trafford Centre . . 1,900.0 100 4.2 4.6 5.1 97 2.0 66 intu Lakeside ...... 1,124.5 100 4.8 4.9 5.5 95 1.4 56 intu Metrocentre .... 885.2 90(1)(2) 5.0 5.2 5.8 94 2.1 53 intu Braehead ...... 602.3 100 4.4 4.6 5.9 90 1.1 51 Manchester Arndale . . 399.0 48(3) 5.0 5.1 5.5 97 1.6 48 intu Watford ...... 323.0 93 4.7 4.9 6.5 94 0.7 71 intu Victoria Centre . . 306.0 100 4.7 4.8 6.6 98 1.0 53 St David’s, Cardiff . . . 272.2 50 5.2 5.6 5.7 94 1.4 66 Midsummer Place .... 251.0 100 5.1 5.1 5.5 98 0.4 71 intu Eldon Square . . . 250.2 60 4.8 4.9 6.6 96 1.4 61 intu Chapelfield ..... 245.5 100 5.7 5.7 6.4 94 0.5 60 Cribbs Causeway, Bristol ...... 241.5 33(4) 4.2 4.6 5.8 92 1.1 71 intu Uxbridge ...... 213.9 100 5.4 5.8 6.4 95 0.4 58 intu Potteries, Stoke-on-Trent .... 162.6 100 6.1 6.4 7.6 92 0.6 51 intu Bromley ...... 159.2 64 5.5 5.6 7.5 87 0.5 69 Other UK ...... 144.6 1.2 Total UK ...... 7,480.7 Parque Principado, Oviedo, Spain ..... 143.1 100(7) 6.9 7.1 7.2 98 0.8 Total Investment and Development Property ...... 7,623.8 4.7 5.0 5.8 95 18.2

Notes: (1) Interest shown is that of the Metrocentre Partnership in intu Metrocentre (90 per cent.) and the Metro Retail Park (100 per cent.). (2) The Group has a 60 per cent. interest in the Metrocentre Partnership which is consolidated as a subsidiary of the Group. (3) The Group’s interest is through a joint venture ownership of a 95 per cent. interest in Manchester Arndale, and a 90 per cent. interest in New Cathedral Street, Manchester. (4) The Group’s interest is through a joint venture ownership of a 66 per cent. interest in The Mall at Cribbs Causeway and a 100 per cent. interest in The Retail Park, Cribbs Causeway. (5) Net initial yield adjusted for the expiration of rent free periods and other unexpired lease incentives. (6) The EPRA vacancy rate at 31 December 2013 was 3.0 per cent (31 December 2012: 1.9 per cent.). (7) Interest shown is that of Parque Principado S.a.r.l. (100 per cent.). The Group has a 51 per cent. interest in this company by way of its share of equity and debt which is consolidated as a subsidiary of the Group. (8) Area shown is not adjusted for the proportional ownership of the relevant shopping centre. (9) Estimated proportion of customers within UK social groups A, B and C1, defined as members of households whose chief earner’s occupation is professional, higher or intermediate management or supervisory.

2 Strategy and objectives Intu’s strategy is to provide compelling destinations for shoppers and to be the landlord that retailers want to do business with, in order to create long term and sustainable growth in net rental income and thus generate superior shareholder returns through dividend growth and capital appreciation over the long term. Intu measures its progress in each aspect of this strategy with a range of financial and non-financial key performance indicators.

53 Providing compelling destinations for shoppers Intu’s objective is to find and showcase the best mix of retailers in the most accessible locations for shopping and socialising, to stage events that create theatre and experience for shoppers and to provide excellent service, security and facilities. Retailers use footfall as a key part of their decision-making process on where to locate their stores. After 3 per cent. compound annual growth in footfall in Intu’s centres from 2008 to 2011, 2012 and 2013 saw marginal reductions (1 per cent. and 2 per cent. respectively), still significantly out-performing the national benchmark as measured by Experian (3 per cent. and 4 per cent. reductions, respectively).

The landlord that retailers want to do business with Intu aims to combine its high footfall locations with a specialist and collaborative approach to the changing retail environment, innovative and effective marketing and high quality cost effective facilities management to create an attractive proposition for retailers. The Directors believe that the attractiveness of Intu’s properties to retailers is demonstrated by continued high occupancy levels. Intu’s occupancy of 95 per cent. as at 31 December 2013 (96 per cent. as at 31 December 2012) remains at the level which Intu has operated for most of 2013 and compares favourably with the vacancy level of ‘‘big shopping centres’’(1) as estimated by PMA of 10 per cent. Intu takes a firm line on re-lettings with a view to maintaining the quality of its centres. In 2013 Intu signed 201 long term leases for £42 million of new annual rent at an average of 4 per cent. above previous passing rent. Short term leases, those for less than five years, are primarily entered into for flexibility in the run up to development projects or for trials of new concept stores rather than for headline occupancy management.

Create long term and sustainable growth in net rental income With astute investment in improvements, specialist knowledge of emerging occupier and management trends in shopping centres and long term partnerships with local authorities and communities, Intu’s focus is on creating sustainable income growth over the long term. Like-for-like net rental income measures the organic income growth generated by the Group’s properties in a year, and is measured by removing from the year-on-year movement in rental income the impact of acquisitions, developments and disposals. Further information on the Group’s net rental income is set out in paragraph 3 of this Part II below.

Generate superior shareholder returns over the long term through dividend growth and capital appreciation In addition to taking a robust asset management approach, focused on medium term total property return combining income growth and capital appreciation, the Group aims to operate under tight cost controls with lean operations, utilising the debt market efficiently and involving other partners to provide capital where appropriate for its property investments. In 2013 the Group entered into new partnerships in the UK and Spain and improved its financial position whilst reducing average funding costs with £1.8 billion of new facilities including the establishment of an innovative new secured debt funding platform. Since 31 December 2013, Intu has also raised a further £110 million of borrowing secured on intu Trafford Centre. Total financial return, which combines change in net asset value and dividend income in a measure of overall return, was 4 per cent. in 2011 and 2012. In 2013, whilst total property return was 7.3 per cent. supported by robust valuations particularly for Intu’s super-regional shopping centres, net asset value reduced by 3 per cent. such that total financial return was 1 per cent. The most significant reason for the reduction in net asset value was a result of costs associated with reorganising the debt structure and the equity raising for the acquisition of Midsummer Place.

3 Key strengths The Directors believe the key strengths of the Group are: • it is a leading UK shopping centre business with focus on prime assets;

(1) ‘‘Big shopping centres’’ are classified by PMA as those shopping centres above 400,000 sq. ft. in the 70 largest city centres in the UK plus super-regional shopping centres. Vacancy is calculated by PMA on the basis of the percentage of unoccupied units within a shopping centre.

54 • it has defensive and resilient rental income with recovery prospects; • its £1.2 billion pipeline of organic development opportunities; • its nationwide consumer-facing brand and transformed digital proposition; • its robust financial position; and • its experienced management team.

Leading UK shopping centre business with focus on prime assets • Intu is the UK’s leading shopping centre owner, developer and manager, and the operator of the only UK national branded network of prime centres, with interests, prior to the Acquisition, in 17 shopping centres including ten of the UK’s top 25(1) and one of the top centres in Spain. The Directors estimate that approximately half of the UK population visits one of its UK centres every year and two-thirds live within a 45 minute drive time of one of its centres; • Intu focuses on large-scale, high quality regional shopping centres in prime locations that benefit from the on-going trend for retail trade to gravitate towards the strongest destinations. Eight of its centres are larger than 1,000,000 sq. ft. Over 60 per cent. of its investment properties by value is accounted for by five super-regional centres and over 80 per cent. by its largest ten centres; • Prime UK shopping centres have historically displayed lower levels of valuation volatility than the IPD retail property benchmark. Intu’s UK shopping centre assets out-performed during the downturn, with a 37 per cent. decline in value from 30 June 2007 to 30 June 2009, compared to an IPD monthly retail index decline of 46 per cent. They have subsequently recovered to a level 26 per cent. below the peak, compared to the IPD monthly retail index which is 38 per cent. below; • The Group’s UK portfolio has out-performed the UK retail property benchmark in 2012 and 2013 recording revaluation surpluses of 0.6 per cent. and 1.8 per cent respectively, mostly as a result of yield compression with rental values holding up, while the IPD retail monthly index decreased 5.8 per cent. and increased by 0.8 per cent., respectively; and • Intu’s focus on large-scale shopping centres enables it to develop relationships with retailers (in particular those for whom high quality destinations are a major priority for flagship and new concept stores). For example, Next made flagship investments in four Intu centres in 2013 and now occupies 650,000 sq. ft. across the portfolio, a third more than in 2008. Intu’s focus also enables it to provide a wide range of catering and leisure facilities with well over 400 outlets across the portfolio contributing 11 per cent. of rent roll, and leverage its 350 million annual customer visits through commercialisation opportunities not available to landlords with fewer major centres.

Defensive and resilient rental income with recovery prospects • The Group focusses on like-for-like change in net rental income as a measure of the organic growth in income generated in a year. This removes from the year-on-year movement in rental income the impact of acquisitions, developments and disposals; • Following the downturn in the commercial property market in 2009, the Group returned to positive like-for-like net rental income growth in 2010, with a further increase in growth level achieved in 2011. In 2012, £5 million of rent increases on new and continuing leases on like-for-like assets was more than offset by £13 million of lost rent and direct costs associated with tenant failures; • Similarly in 2013, encouraging operational progress in the form of new lettings was impacted in terms of earnings by the £10 million cost of tenants who entered into administration in late 2012 and early 2013. The Directors believe that the benefit of 2013’s new lettings will be more than offset by the short-term impact of (i) holding space vacant to enable a timely start to upcoming developments; (ii) lease expiry concentrations; and (iii) the residual impact of 2013 tenant failures. The Directors expect the combination of these factors to lead to a further year of reduced like-for-like net rental income in 2014. The Group continues to take a robust line to ensure that it achieves the right rental level for its prime product and is prepared to withstand some short-term reduction in earnings as it continues to improve its centres through development projects and tenant mix repositioning;

(1) Source: PMA Retail Score December 2013.

55 Change in like-for-like net rental income (%)

10.0 8.5 8.5 8.0 6.0 5.3 6.0 4.6 3.5 3.6 4.0 2.3 2.1 2.0

0.0 –2.0 –1.9 –2.7 –3.4 –4.0 –4.3 2001 2002 2003 2004 2005 2006 2007 2008 2009 201017MAR201409542927 2011 2012 2013 • Intu benefits from high quality tenants. National or international multiple retailers represented over 90 per cent. of rent as at 31 December 2013. Intu has a highly granular rent roll which reduces the risk from a major tenant failing—the top 20 tenants accounted for only 36 per cent. of rent roll as at 31 December 2013; and • As at 31 December 2013, 99 per cent. of rent was collected within 28 days of it falling due, excluding rent due from tenants in administration.

£1.2 billion pipeline of organic development opportunities Intu is planning to invest across its centres to reinforce the destination status of each centre within its catchment area, in particular looking to provide the right environment to support an extension of trading hours wherever possible. As well as the aim of generating income from incremental space, the projects are designed to provide more reasons for shoppers to visit, to come from further afield and stay longer in its centres. Over half of the 2.6 million sq. ft. of additional retail, catering and leisure space in Intu’s pipeline of organic development opportunities has now received planning consent, including major extension projects in Watford, Nottingham and at intu Lakeside. In 2013 Intu improved its financial flexibility to progress these projects by restructuring much of the debt which was to mature in the next few years and since the end of 2013 has raised further debt (see ‘‘Robust financial position’’ below). Intu also plans to recycle capital from existing assets to reinvest into organic growth opportunities. This may include asset disposals and/or introducing partners to provide capital into existing assets. For example, Intu’s interest in intu Uxbridge is currently being marketed for sale. Dwell time has a strong relationship with retail spend. This relationship is more pronounced in visitors who take advantage of the food and beverage offering, a particular driver of evening trading. The Group’s research indicates that customers who eat or drink at a centre stay significantly longer and spend much more than those who only shop in a centre. Therefore, a particular area of focus is investment in improving the range, quality and setting of the dining and leisure options across the centres. These will reinforce the long term attractiveness of the assets and, with leisure and catering operators keen to expand into high footfall destinations, are intended to contribute to a superior financial return for Shareholders. The development pipeline includes a 1.5 million sq. ft. of extra catering and leisure space, an 80 per cent. increase on the current level. 900,000 sq. ft. has already received planning consent and a further 360,000 sq. ft. has been applied for. As an example in the period, Intu has seen the successful opening of the Sealife Aquarium next to the Legoland Discovery Centre in Barton Square. The relative stability of the second half of 2013 has enabled Intu to prepare for upcoming developments by holding space vacant or on flexible terms to enable a timely start to a number of projects. Altogether 2.4 per cent. of ERV is now held for development, of which around a third is let on short term leases for flexibility. The table below sets out a summary of the project pipeline, with further details included in paragraph 4.4 below. In the case of expansionary projects which create additional space for which direct incremental rent can be identified, the Directors expect the majority of projects to generate a stabilised initial yield on cost in the range of 6 to 10 per cent. and at least 7 per cent. for major projects. Where no significant additional space is created, project return is assessed in the context of an internal rate of return based on the overall

56 impact of the expenditure on centre performance through enhancing the ambience, tenant mix and rental tone.

Indicative Expected construction Intu Size(1) timing(2) investment (‘000 sq. ft.) (£ million) Committed intu Lakeside food court refurbishment(3) ...... — 2013-14 7 intu Victoria Centre refurbishment(4) ...... — 2014-15 40 intu Potteries leisure extension ...... 58 2014-15 19 Other committed(5) ...... 41 2014-15 20 Total—committed ...... 99 86 Active management pipeline intu Trafford Centre—Barton Square courtyard enclosure and second floor retail ...... 112 2014-15 40 intu Bromley Queen’s Gardens restaurants ...... 14 2014-15 4 intu Eldon Square ‘‘Sidgate’’ redevelopment and restaurants ..... — 2014-15 12 intu Metrocentre ‘‘Qube II’’ restaurants ...... — 2014-15 11 intu Lakeside hotel(6) ...... 8 2014-15 7 Other active managements ...... 89 2014-18 141 Total—active management pipeline ...... 223 215 Major extensions intu Watford—Charter Place ...... 380 2014-17 100 intu Broadmarsh redevelopment ...... 51 2015-16 78 intu Lakeside leisure extension ...... 225 2015-17 80 intu Lakeside northern extension ...... 438 2016-18 180 intu Braehead extension(7) ...... 475 2016-18 200 Cribbs Causeway extension(8) ...... 200 2018-20 30 intu Victoria Centre extension ...... 505 2018-20 240 Total—major extensions ...... 2,274 908 Overall total ...... 2,596 1,209

Notes: (1) Represents net additional floor space of retail, catering and leisure. (2) Timing is based on current expectations. It is subject to change due to a number of internal and external factors, including timing of planning permission and tenant demand. (3) Total project cost of £9 million of which £2 million has already been spent. (4) Total project cost of £42 million of which £2 million has already been spent. (5) Smaller committed and pipeline projects do not necessarily involve the creation of additional floor space. (6) Size refers to catering element only. (7) Size excludes arena and hotel. (8) Intu shares 33 per cent. of total project cost of £90 million.

Nationwide consumer-facing brand and transformed digital proposition As the leading operator of prime UK shopping centres, Intu has recognised the opportunity to create a national identity and integrate shoppers’ physical and online retail experiences. Since the January 2013 announcement of the ‘‘intu’’ brand and of its plans for a digitally-enabled environment for its shopping centres the Group has rebranded the Company and has: • rebranded each of its directly managed shopping centres, creating the only UK national branded network of prime centres. The scope of the rebranding ranges from physical signage to new uniforms to Intu’s own world class customer service training for all its employees;

57 • in-sourced facilities management services at each of its directly managed shopping centres, aligning the local teams with the Group’s brand aspirations and values and allowing Intu to take more direct control over the customer experience at such centres; • installed fibre-optic infrastructure and launched free Wi-Fi in nine of its centres, with direct ownership of the infrastructure technology and the resulting data. The other centres are expected to follow in the first half of 2014. Intu Trafford Centre is now one of the UK’s most digitally connected shopping centre, the first to be 4G-enabled, with another eight of Intu’s centres to become enabled in the first half of 2014; and • developed the UK’s first multi-channel shopping centre, intu.co.uk, launched during 2013. The purpose of these initiatives is to increase footfall, dwell time and spend in Intu’s centres and contribute to the success of Intu and its tenants. Intu is already seeing benefits from this approach: • emphasising with retailers the scale of Intu’s activities and the importance of their stores in intu centres; • launch of nationwide marketing partnerships with the potential to generate ancillary income; • increased national press coverage of Intu and its centres; • operational efficiencies, particularly for marketing initiatives and materials; • motivated and energised centre teams aiming to deliver a higher quality of service; • excellent customer response to the rebranding and high quality Wi-Fi; • retailer interest in Wi-Fi with potential to generate additional income; • initial interest by online-only retailers in physical stores to maximise their own multi-channel opportunities; and • identification of opportunities for infrastructure efficiencies within its centres.

Robust financial position At 31 December 2013, the Group had net external debt of £3,698 million, a weighted average debt maturity of eight years and a loan to value ratio of 48.5 per cent. In addition to cash balances of £166 million and short term investments of £69 million, the Group had £90 million undrawn on the revolving credit facility at 31 December 2013, giving total cash, short term investments and available facilities of £325 million. Since 31 December 2013, Intu has also raised a further £110 million of borrowing secured on intu Trafford Centre.

Experienced management team • The Group has a strong and experienced management team with complementary skills across managing, developing and investing in retail assets and a demonstrable track record of managing the Group’s assets; • David Fischel, the Chief Executive since March 2001, has been employed by the Group for over 28 years and has gained significant executive experience in numerous aspects of the shopping centre industry including shopping centre acquisitions and developments; • Matthew Roberts, the Finance Director since June 2010, has significant previous experience of the retail and leisure sectors as the Finance Director of Debenhams plc from 1996 to 2003, and Chief Financial Officer of Gala, subsequently Gala Coral Group Ltd, from 2004 to 2008; and • Mike Butterworth, the Chief Operating Officer since October 2011, joined the Group following the acquisition by Intu of the Trafford Centre and has been involved with the Trafford Centre from its initial development and its subsequent opening in 1998.

58 4 Further property details 4.1 Top tenant groups Intu’s top 20 tenant groups by rent account for approximately 36 per cent. of rent roll as at 31 December 2013:

Number of Per cent. Rank Tenant group units rent(1) 1 Arcadia ...... 49 5 2 Next ...... 17 4 3 Boots ...... 23 3 4 Debenhams ...... 9 2 5 H&M...... 15 2 6 JD Sports ...... 25 2 7 New Look ...... 14 2 8 Sportsdirect ...... 23 2 9 River Island ...... 15 2 10 Signet Group ...... 32 2 11 Primark...... 8 1 12 A S Watson ...... 33 1 13 Dixon Retail ...... 11 1 14 Monsoon ...... 22 1 15 House of Fraser ...... 4 1 16 WH Smith...... 13 1 17 Marks & Spencer ...... 13 1 18 Superdry ...... 12 1 19 Gap...... 13 1 20 Clintons ...... 15 1 Total for top 20 tenant groups ...... 366 36

Note: (1) For the purposes of this table, rent is calculated as annual rent payable excluding the impact (if relevant) of any rent-free periods.

4.2 Rent review pattern The following table sets out the rent review pattern in respect of the Group’s regional shopping centres as at 31 December 2013:

Percentage of passing rent 2013 and earlier 2014 2015 2016 2017 intu Trafford Centre ...... 36 3 13 9 13 intu Lakeside ...... 25 7 25 11 5 intu Metrocentre (incl. Retail Park) ...... 16 20 11 15 12 intu Braehead (all estate) ...... 13 17 10 11 2 The Mall at Cribbs Causeway ...... 22 11 2 12 10 Town centre schemes ...... 12 11 16 10 6 Percentage of total Intu passing rent ...... 23 10 15 11 8

59 4.3 Lease maturities The weighted average unexpired lease term in respect of the Group’s properties as at 31 December 2013 was 7.5 years (31 December 2012–7.8 years). The following table sets out the lease maturity pattern by percentage of net rental income in respect of the Group’s regional shopping centres:

2014 and More previous 0-5 6-10 than years 2015 2016 2017 2018 Years Years 11-15 Years 15 Years intu Trafford Centre ...... 6 2239216010 9 intu Lakeside ...... 7 23899562415 5 intu Metrocentre (inc Retail Park) ...... 11 877537388 17 intu Braehead (all estate) ...... 30 427245311311 The Mall at Cribbs Causeway ...... 11 6339345311 2 Town centre schemes ...... 9 11 12 10 11 53 32 7 8 Percentage of total Intu passing rent ...... 10 10878433810 9 The Group has completed the 2011/2012 major lease expiry programme at intu Metrocentre and is currently managing the 2013 concentrations of expiries at The Mall at Cribbs Causeway and intu Potteries and the upcoming expiries at intu Braehead. The Group has now secured leases with existing or new retailers for two-thirds of the 2013 expiries. Whilst these concentrations bring the risk of earnings impact, they also provide the opportunity to effect significant repositioning of the tenant mix. In 2013, for example, six new retailers were introduced to intu Potteries and more than one in five stores were refitted. This improved the overall attractiveness of the centre although the rental tone has settled at a lower level which was anticipated in the December 2012 valuation. At intu Braehead, Intu created major new stores for Next and JD Sports, providing new anchors for areas of the centre and establishing improvement and change ahead of a concentration of expiries in 2014.

4.4 Property interests Except where otherwise indicated, all shopping centres listed below are managed solely by Intu.

Super-regional centres (i) Intu Trafford Centre—100 per cent. freehold interest Intu Trafford Centre opened in 1998, is the Group’s largest centre by value and at 2 million sq. ft. is very similar in size to intu Metrocentre. It is located on a 148 acre site in Trafford Park, Manchester between two motorway junctions on Manchester’s M60 orbital motorway. It has a catchment area of approximately 9.2 million people within 70 minutes’ drive time and attracts over 30 million customer visits per annum. Intu Trafford Centre is the top shopping centre destination in the North West of England with over 200 units, anchored by John Lewis, Selfridges, Debenhams and Marks & Spencer. It has a 20 screen multiplex cinema, over 60 catering offers and car parking for over 10,500 cars. During the year ending 31 December 2013 a number of new retail brands opened at intu Trafford Centre including Forever 21, Hamley’s and Victoria’s Secret. 2013 has also seen the successful opening of the Sealife Aquarium next to the Legoland Discovery Centre in Barton Square. Several brands upsized their stores, including a major new flagship store for Next. Planning consent has been secured for further open A1 retail in Barton Square and Intu is in advanced negotiations with a major fashion retailer not currently represented in intu Trafford Centre for a flagship store on a new second floor. The enabling development, which is expected to start later this year and complete in 2015, will include a glass roof to enclose the central courtyard.

60 (ii) Intu Lakeside, Thurrock—100 per cent. freehold interest Intu Lakeside opened in 1990, was one of the first out-of-town regional shopping centres in the South of England. Intu Lakeside, Intu’s second largest asset by value, is located on the eastern perimeter of London’s M25 orbital motorway and offers approximately 1.4 million sq. ft. of retail and leisure space. It has a catchment area of approximately 11.3 million people within 70 minutes’ drive time and it is estimated that intu Lakeside attracts approximately 25 million customer visits per annum. Intu Lakeside is one of the country’s top shopping centre destinations, with some 259 shops, anchored by House of Fraser, Marks & Spencer, Debenhams and Primark, a nine-screen multiplex cinema, a range of restaurants and cafes´ and parking space for 13,000 cars. Intu Lakeside has recently attracted a number of new retail brands including Lakeland, US brands Forever 21 and The Locker Room and first phase stores for new brand launches Boux Avenue and Schuh Kids. Work is underway on a £9 million food court refurbishment with the new mix of operators and contemporary environment expected to lengthen the average dwell time and spend in the eating area. Intu Lakeside has now secured planning consent for two major projects which together would add over 600,000 sq. ft. of new retail, catering and leisure attractions, significantly increasing its appeal to customers. Given the current high demand from restaurant and entertainment operators for the leisure scheme, Intu aims to secure sufficient pre-lets to start construction of a first phase in 2015.

(iii) Intu Metrocentre, Gateshead—54 per cent. ownership through a leasehold interest of 200 years from 1995 Intu Metrocentre, located in Gateshead, Tyne & Wear, became the largest out-of-town shopping and leisure centre in the UK when the Red Mall opened in October 2004. Intu Metrocentre offers one of the most extensive choices of shops and stores in Britain, with approximately 2.1 million sq. ft. of retail and leisure space. The four malls (Red, Yellow, Green and Blue) contain 350 shops and stores ranging from major department stores to specialist shops, anchored by House of Frasers, Marks & Spencer, Debenhams and Primark. Intu Metrocentre is easily accessible to customers, has a catchment area of 2.6 million people within 70 minutes’ drive, with 9,250 parking spaces and its own bus and railway stations. It is a premier regional shopping destination for North East England, attracting an estimated 22 million customer visits per annum. In March 2007, GIC Real Estate (‘‘GIC RE’’) acquired a 40 per cent. share in Intu’s 90 per cent. leasehold interest in Metrocentre. GIC RE is the real estate investment arm of the Government of Singapore Investment Corporation Private Limited. The Church Commissioners hold the freehold interest in the Metrocentre, which has a 10 per cent. participation. Following the successful Red Mall extension in 2004, Intu embarked on a £45 million project to remodel the leisure and catering offer of the Yellow and Blue Malls to include a new Odeon IMAX cinema, Namco family entertainment centre and ten restaurants. In 2012 a new 15,000 sq. ft. restaurant/catering development was completed and let to Starbucks, Krispy Kreme, Harvester and Toby Carvery. An adjacent 26 acre site was also acquired for future complementary development. Work has recently started on refurbishment to create the new Platinum Mall including the opening of a champagne bar and aspirational brands including Mamas & Papas, Tessuti and Phase Eight. Planning consent has been received for a 45,000 sq. ft. extension to the existing dining and cinema area which will add 11 new catering operators. The Metrocentre Retail Park is approximately 220,400 sq. ft and comprises 12 units. Tenants include Toys ‘‘R’’ Us, Next Home and Barker & Stonehouse, with one restaurant unit let to Pizza Hut. Intu and GIC RE jointly own the Metrocentre Retail Park (60:40), which has a long leasehold interest of 999 years from 1995.

(iv) Intu Braehead, Glasgow—100 per cent. freehold interest Intu Braehead opened in September 1999 and is one of Scotland’s premier shopping and leisure destinations and, combined with the retail park, offers approximately 1.1 million sq. ft. of retail and leisure space. It is accessible to 2.3 million people within a 45 minute drive and attracts an estimated 17 million customer visits per annum. It is at the heart of the successful regeneration area led by Intu, which now also includes intu Braehead Leisure destination, Ikea, business parks, new homes, flagship car dealerships and a Dobbies garden centre.

61 Intu Braehead is situated between Glasgow Airport and Glasgow city centre and has direct access from the M8 motorway to its 6,500 free parking spaces. The centre is served by local and regional bus routes and water taxis in the summer. Intu Braehead offers a combination of retail with over 110 shops, anchored by Marks & Spencer and Primark, and leisure in a riverfront location on the River Clyde, including curling, an arena which plays host to national and international events and a business park. Intu owns the adjacent retail park of 11 units including Next at Home, Currys and Laura Ashley, as well as a multi occupied office building of approximately 33,000 sq. ft. Following Sainsbury’s relocation to the former B&Q unit on the retail park in late 2009, the 80,000 sq. ft. store was let to Primark in 2010. In 2011 the food court area was reconfigured and improved and in 2012 the upper mall was refurbished and some significant tenant mix improvements secured including the replacement of Bhs with Next as a main anchor. In 2013 new flagship stores for JD Sports and Topshop/ Topman opened. Intu is awaiting the outcome of the public enquiry by the Scottish Government into the Local Development Plan for Renfrew which should, amongst other things, confirm Braehead’s role as a town centre and a planning application has been submitted for a major expansion.

(v) The Mall at Cribbs Causeway, Bristol—66 per cent. leasehold interest of 500 years from 1995— and The Retail Park at Cribbs Causeway—freehold. The leasehold in the Mall and the freehold in the Retail Park are held jointly with The Prudential Assurance Company Limited (‘‘PACL’’) The Mall at Cribbs Causeway opened in March 1998 and comprises approximately 780,000 sq. ft. of retail space, anchored by John Lewis and Marks & Spencer, 135 shops, cafes´ and restaurants. The retail park comprises nine retail units of approximately 245,000 sq. ft. The retail park includes tenants such as DSG Retail, Allied Carpets, Argos and Magnet. The food court in the shopping centre was remodelled in March 2009, providing ten new restaurants. The freehold interest in the Mall at Cribbs Causeway is held by the trustees of the J T Baylis Land Development Partnership. The superior landlord is John Baylis Limited with a 34 per cent. head rent or participation. All interests in Cribbs Causeway are managed on behalf of Intu and PACL by M&G Real Estate Ltd. Intu and PACL also hold the freehold interest in a 66,000 sq. ft. distribution centre, and one further site at Cribbs Causeway.

In-town centres (vi) Manchester Arndale—95 per cent. leasehold interest of 220 years from 1980 held jointly with PACL Manchester Arndale is one of the largest city-centre shopping centres in the UK, comprising approximately 1.4 million sq. ft. of retail space. Approximately 200,000 sq. ft. of retail space is located in nearby New Cathedral Street, which is jointly owned with PACL and is a leasehold interest of 200 years from 1998. Manchester Arndale is accessible to a wide catchment area of 4.5 million people within 45 minutes’ drive and offers 221 shops and stores. It is anchored by Next, Argos, Boots, River Island, WH Smith and Topshop and includes a wide range of leading national retailers, together with specialist and local traders. New Cathedral Street offers an additional 10 shops and stores and is anchored by Harvey Nichols, Zara and Hugo Boss. Manchester City Council owns the freehold interest and is entitled to a 4.731 per cent. participation interest. All the Group’s interests in Manchester Arndale and New Cathedral Street are managed by M&G Real Estate Ltd on behalf of Intu and PACL.

62 (vii) St. David’s Centre, Cardiff—50:50 joint venture with Land Securities Group with a leasehold interest of 987 years from 1993 The one million sq. ft. extension to St. David’s Centre, Cardiff, which opened in October 2009, led the regeneration of Wales’ capital city into an unique shopping, leisure, cultural and tourist destination. Now covering 1.4 million sq. ft. with 203 stores and with a catchment area encompassing 1.2 million people within 45 minutes’ drive, attracting an estimated 37 million customer visits per annum, St. David’s Centre is number six in PMA’s retail score index as at December 2013. St. David’s Centre is anchored by Debenhams, Marks & Spencer, Boots and John Lewis and includes a wide range of leading national retailers. St. David’s Centre is managed jointly by Land Securities Group and Intu.

(viii) Intu Eldon Square, Newcastle upon Tyne—60 per cent. leasehold interest of 250 years from 2005

Originally opened in 1976, intu Eldon Square was one of the first examples of mixed-use development in the UK. It provides 1.4 million sq. ft. of retail and leisure space incorporating 150 shops and stores, offices, flats and a major leisure centre and is anchored by John Lewis, Fenwicks and Debenhams. Over the last seven years, intu Eldon Square has been transformed involving a series of development projects that have delivered a new state-of-the-art bus station (which opened in March 2007) and two new malls; St George’s Way, opened in 2008 providing 38,000 sq. ft. of retail space and St Andrews Way which was completed in spring 2010 and added a further 400,000 sq. ft. of retail space comprising 25 new shops including Hollister, Apple and a four storey department store, Debenhams. The older section of the centre is currently subject to a major refurbishment project, which is expected to complete in autumn 2014. The mall refurbishment includes a new entrance on Northumberland Street, improved ceilings and lighting and two new feature areas in Northumberland Square and Chevy Chase. The new St Andrews Way mall has traded strongly since opening fully let in February 2010. The enlarged centre now includes 70 per cent. of Newcastle’s prime retail space. During the latter part of 2014 works is expected to commence on the redevelopment of a new 86,000 sq. ft. dining quarter in Sidgate and High Friars providing 21 new restaurants. Newcastle is the regional capital of the North East and intu Eldon Square’s catchment area encompasses 1.8 million people within a 45 minute drive. Intu Eldon Square is served by two Metro stations and is serviced by bus routes into the city. In addition, a number of car parks are in close proximity to the centre. The City of Newcastle holds the remaining 40 per cent. interest in the property.

(ix) Intu Watford—93 per cent. leasehold interest of 999 years from 1987 Opened in phases from 1990 to 1992, intu Watford provides 726,000 sq. ft. of retail space. It is a popular shopping destination only a short distance from the M1, with a dual carriageway leading directly to the centre’s car parks, providing a total of 2,050 parking spaces. This makes the shopping centre accessible to a wide catchment area of 4.4 million people within 45 minutes’ drive. Intu Watford offers 147 shops and stores and is anchored by a John Lewis, Marks & Spencer and Primark and includes a wide range of leading national retailers, together with specialist and local traders. In 2013 Intu acquired a leasehold interest in Watford Borough Council’s adjoining Charter Place shopping centre and in January 2014 planning permission was granted to redevelop and integrate it into a substantially refurbished intu Watford. The development will provide a cinema, restaurants and large format retail units to create a combined 1.4 million sq. ft. shopping and leisure destination. As a mixed-use project, intu Watford includes restored listed buildings, flats and office accommodation, as well as the three car parks which are attached to the malls. The Group manages, on behalf of Watford Borough Council, a further 2,576 parking spaces in four other town-centre car parks close to the centre, pursuant to a lease of 35 years from 1990. Watford Borough Council holds the remaining 7 per cent. interest in intu Watford.

63 (x) Intu Victoria Centre, Nottingham—100 per cent. freehold interest Intu Victoria Centre is regarded as a major shopping destination in Nottingham city centre, with 981,000 sq. ft. of retail space. It was built in the 1970s, redeveloping a redundant railway station. Nottingham, the largest city in the East Midlands, is a major retail destination. Intu Victoria Centre has 127 shops including two department stores, John Lewis and House of Fraser, and a wide variety of fashion shops. There are over 2,250 parking spaces attached to the mall. Intu Victoria Centre has a catchment area encompassing 2 million people and the centre is served by a strong network of local buses. Development of a restaurant quarter and a significant refurbishment of intu Victoria Centre are currently underway. These projects have already created interest among retailers currently not represented in the city. Further, proposals for a possible extension of intu Victoria Centre have now received planning approval.

(xi) Midsummer Place, Milton Keynes—100 per cent freehold interest Midsummer Place opened in 2000 in central Milton Keynes with 430,000 sq. ft. in 50 retail units on a single-level mall. Anchored by Debenhams and H&M it offers leading names such as Superdry, Topshop, Hollister and Apple orientating the tenant mix towards young trends, as well as fashion brands including Hugo Boss, Coast, Karen Millen and Hobbs. Other major space users include New Look, Gap and Zara. Midsummer Place links with the centre:mk, the city’s other major shopping centre. Midsummer Place is easily accessible by car and benefits from an adjoining multi-storey car park with provision for 750 cars which contributes to the c. 20,000 car parking spaces available overall in central Milton Keynes. Central Milton Keynes has a catchment area of 1.3 million within 45 minutes drive and is the fastest growing city in the UK. The city has an affluent catchment population indicated by the proportion of households owning two or more cars and percentage of owner-occupied households higher than the national average.

(xii) Intu Chapelfield, Norwich—100 per cent. freehold interest Opened in September 2005, intu Chapelfield provides 530,000 sq. ft. of retail space. Intu Chapelfield is accessible to a wide catchment area of 0.9 million people within 60 minutes’ drive and offers 90 shops and cafes´ and restaurants. It is anchored by House of Fraser, H&M, Apple, Boots and Zara.

(xiii) Intu Uxbridge—100 per cent. freehold interest Opened in March 2001, intu Uxbridge offers 440,000 sq. ft. of retail space. The nine-acre town-centre site was redeveloped to provide a retail-led, mixed-use development. It is anchored by Debenhams and a nine-screen Odeon cinema. Intu Uxbridge has 1,600 car parking spaces with a catchment area encompassing 1.3 million people within a 30 minute drive, and is fully integrated with the local public transport system.

(xiv)Intu Potteries, Stoke-on-Trent—100 per cent. freehold interest Opened in 1988, intu Potteries shopping centre provides 566,000 sq. ft. of retail space, with 89 shops and stores. The centre includes a wide range of shops with major national retailers such as Debenhams, Primark and Next, as well as regional and specialist shops. Intu Potteries was a major regeneration project. It occupies one side of Market Square and its two mall entrances are fully integrated with the pedestrianised central shopping area of the town. The centre’s multi storey car park which is attached (providing 1,240 parking spaces) provides shoppers with direct access to the malls, ensuring a strong pedestrian flow. Intu Potteries’ catchment area encompasses 1 million people. Planning permission has been granted for a new cinema and restaurant development aimed at widening the appeal of the intu Potteries centre. The anchor, Cineworld cinema, and all five restaurant units are exchanged or under offer, with construction expected to start shortly for completion in 2015.

64 (xv) Intu Bromley—63.525 per cent. leasehold interest of 125 years from 1988 Opened in 1991, intu Bromley provides 463,000 sq. ft. of retail space. It is linked to Bromley’s high street at both ends and is anchored by Debenhams and Marks & Spencer. The centre has 1,530 parking spaces. As a mixed-use development, intu Bromley includes a swimming pool and leisure centre, modern flats and a church, alongside the historic Queen’s Garden which runs along one side of the centre. In 2013 planning consent was granted for the creation of five new restaurants on a dining terrace overlooking Queen’s Gardens. CGNU plc, a member of the Aviva insurance group, and the London Borough of Bromley hold the remaining 36.475 per cent. leasehold interest with interests of 21.475 per cent. and 15 per cent. respectively.

(xvi)Intu Broadmarsh, Nottingham—66.7 per cent. leasehold interest Intu Broadmarsh is the ‘‘second’’ shopping centre in Nottingham behind intu Victoria Centre. It comprises 490,000 sq. ft. of retail space and is largely let on short term arrangements. The centre was intended for redevelopment by the previous owner and has been managed accordingly for a number of years. It is Intu’s intention to redevelop the scheme in a manner that is complementary with intu Victoria Centre, including a significant component of catering and leisure. A new development agreement was concluded in January 2014 with the freeholder, Nottingham City Council, who are entitled to a ground rent of 33.3 per cent. of rents received. Intu intends to initiate public consultation on a leisure- and convenience- led refurbishment and redevelopment later this year. Subject to legal and commercial preconditions, work could commence in 2015.

Other Properties Intu holds additional freehold and leasehold interests in Norwich, Nottingham, Newcastle upon Tyne, Gateshead, Renfrewshire and Watford.

Non UK Properties Spain The Directors believe that considerable scope exists for improvement in the shopping centre provision for many major catchments in Spain, along the lines of regionally pre-eminent destinations in the UK and elsewhere. The Directors further believe that the Spanish market is reasonably fragmented in terms of ownership. Spain is one of the few major European countries without a committed pipeline of prime shopping centre developments and limited investor competition currently provides a contra-cyclical opportunity to acquire large, high quality centres at historically low pricing. In October 2013 Intu acquired Parque Principado with Canada Pension Plan Investment Board. Earlier in 2013, Intu established a joint venture in Spain (up to A5 million investment) with Eurofund, a local partner with a track record of successful retail development. Intu is aiming to attract additional third party capital to assist with funding its Spanish activities without diverting significant financial resources from its organic development pipeline in the UK. In this context Intu is actively investigating the creation of a special purpose investment vehicle for its Spanish activities, such as a Spanish REIT, following a number of recent regulatory improvements to this product.

Parque Principado, Oviedo, Asturias, Spain Parque Principado shopping centre (75,000m2) forms the key part of a retail complex (120,000m2) that is the primary regional out-of-town retail destination in Asturias with a catchment population of around 900,000 within 30 minutes’ drive. Footfall in 2013 was 9 million. The wider retail complex includes major occupiers such as Ikea, Bricomart, Intersport and Conforama. The complex is located on the north eastern outskirts of Oviedo city, approximately six kilometres from its centre, and has frontage on to the main A66 motorway, strategically positioned at its junction with the A64 motorway. The shopping centre is a single-level covered retail gallery of 156 units with a quality tenant line-up, anchored by Primark, Zara, H&M, Cortefiel, C&A, Mango and Eroski Hypermarket, and including other major

65 national and international retailers such as Inditex (Bershka, Massimo Dutti, Pull & Bear, Stradivarius, Kiddy’s Class, and Oysho), Springfield, Women’s Secret, New Yorker, Benetton, Media Markt, and FNAC. The catering and leisure offer represents around 20 per cent. of space, including a 12 screen cinema and bowling plus 20 restaurants. Operators include McDonalds, Gino’s, VIP’s, 100 Montaditos, Burger King, Foster’s Hollywood, Cinesa cinema and Planet Bowling. There are 5,000 car parking spaces on site.

Eurofund Joint Venture, Spain Intu has a site under option in Andalucia for 80,000m2 of retail space with additional leisure and has entered into arrangements with Eurofund for pre-development activity on this site and at two major sites under option in Valencia and Vigo.

Other Investments Equity One The Group owns 11.4 million redeemable joint venture units in Equity One, a US retail REIT, providing an effective interest of 9 per cent. Equity One owns, develops and manages US neighbourhood shopping centres anchored by supermarket chains. The Group may redeem its units in the joint venture for cash or, at Equity One’s option, Equity One common stock (on a one-for-one basis). The units were acquired in January 2011 as a result of the restructuring of the Group’s previous investment in Californian property and were valued at £154 million at 31 December 2013 based on a share price of US$22.44. Dividends in 2013 amounted to US$0.88 per unit.

Prozone and Provogue, India The Group owns 32 per cent. of listed Indian shopping centre developer, Prozone, and 10 per cent. of its former parent company, the Indian listed retailer Provogue. These interests combined were valued at a combined £37 million at 31 December 2013.(1) Prozone was demerged from Provogue in March 2012 and listed as an independent property developer in September 2012. Prozone has continued to progress the construction of its mixed use projects at Coimbatore, Nagpur and Indore. The company’s operational mall at Aurangabad has showed encouraging increases in tenant sales and footfall in 2013.

5 Employees As at 31 December 2013, the Group employed in total 2,027 employees. Of these, 1,728 are employed by Intu Retail Services Limited, Intu’s joint venture with Europa Support Services Limited, which provides facilities management services across Intu’s shopping centres. The Group employed 645 employees as at 31 December 2012.

6 Insurance The Group has insurance policies that provide coverage for activities related to the Group’s operations and activities, including property owner’s insurance, business interruption, public/product liability, terrorism and professional indemnity insurance. The Group also has insurance policies that provide coverage for the Directors and other officers of the Group.

(1) As more fully described in the Intu Annual Report 2013, Prozone is classified as an associate company of the Group and as such is valued on the basis of the Group’s share of Prozone’s underlying net assets adjusted to be in line with the Group’s accounting policies. At 31 December 2013 Prozone’s listed shares were trading at a 75 per cent. (£27 million) discount to the Group’s carrying value.

66 PART III INFORMATION IN RELATION TO THE RIGHTS ISSUE

Section 1: Some Questions and Answers about the Rights Issue ...... 68 A. Questions and Answers for all Qualifying Shareholders ...... 68 B. Questions and Answers for Qualifying Shareholders (other than Qualifying South African Shareholders) ...... 73 C. Questions and Answers for Qualifying South African Shareholders ...... 75 Section 2: Terms and Conditions of the Rights Issue ...... 78

67 Section 1: Some Questions and Answers about the Rights Issue The questions and answers set out in Section 1 of this Part III are intended to be in general terms only and, as such, you should read Section 2 of this Part III for full details of the terms of the Rights Issue and what action you should take if you wish to participate in the Rights Issue. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the FSMA, or from another appropriately authorised independent financial adviser. Section 1 of this Part III deals with general questions relating to the Rights Issue and more specific questions primarily relating to Shares held by persons resident in the United Kingdom who hold their Shares in certificated form and persons whose Shares are on the SA Register. If you are an Overseas Shareholder, you should read paragraph 9 of Section 2 of this Part III and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your Rights. If you hold your Shares in uncertificated form (through CREST or through a broker or CSDP account in Strate) you should read Section 2 of this Part III for full details of what action you should take. If you are a CREST Sponsored Member, you should also consult your CREST Sponsor. If you are a Qualifying South African Shareholder holding your Shares in uncertificated form, you should also consult your CSDP or stockbroker. If you do not know whether your Shares are in certificated or uncertificated form, please call the UK Shareholder Helpline on 0871 664 0321 (from inside the United Kingdom), or +44 208 639 3399 (from outside the United Kingdom) or the South African Shareholder Helpline on 011 370 5000 (from inside South Africa), or +27 11 370 5000 (from outside South Africa), as appropriate. The UK Shareholder Helpline will be open between 9:00 a.m. and 5:00 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute (excluding VAT) plus your service providers’ network extras. Calls to the UK Shareholder Helpline from outside the United Kingdom will be charged at the applicable international rates. The South African Shareholder helpline will be open between 8:00 a.m. and 5:00 p.m. (Johannesburg time) Monday to Friday (except South African public holidays). Calls to the South African Shareholder Helpline from within South Africa are charged at your service provider’s applicable rate for calls to a standard Telkom telephone number. Calls to the South African Shareholder Helpline from outside South Africa will be charged at applicable international rates. Different charges may apply to calls to the Shareholder Helplines from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Shareholder Helplines will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice.

Part A—Questions and Answers for all Qualifying Shareholders 1 What is a rights issue? A rights issue is a way for companies to raise money by giving their existing shareholders the right to subscribe for further shares in proportion to their existing holdings, usually at a discount to the market price as at the date of announcement. The offer under the Rights Issue is 2 New Shares at a price of 180 pence per New Share in the case of Qualifying Shareholders (other than Qualifying South African Shareholders) or, in the case of Qualifying South African Shareholders, ZAR 32.28 per New Share, for every 7 Existing Shares held on the relevant Record Date by Qualifying Shareholders. If you hold Existing Shares on the relevant Record Date, and, subject to certain exceptions, are not a Shareholder resident or with a registered address in the Restricted Jurisdictions or in the United States, you will be entitled to subscribe for New Shares in the Rights Issue. New Shares are being offered to Qualifying Shareholders in terms of the Rights Issue at a discount to the share price on the last Business Day before the details of the Rights Issue were announced on 19 March 2014. The UK Issue Price of 180 pence per New Share represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March 2014 being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014. The South African Issue Price of ZAR 32.28 represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing Price on 19 March 2014, being the last day of trading prior to the announcement of the Rights Issue and a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing Price on 19 March 2014.

68 Because of this discount and while the market value of the Existing Shares exceeds the Issue Price, the right to subscribe for the New Shares is potentially valuable. If you are a Qualifying Shareholder other than, subject to certain exceptions, a Shareholder with a registered address, or who is resident, in one of the Restricted Jurisdictions or the United States and you do not want to subscribe for the New Shares to which you are entitled, you can instead sell or transfer your Rights (called Nil Paid Rights) to subscribe for those New Shares and receive the net proceeds, if any, of the sale or transfer in cash. This is referred to as dealing ‘‘nil paid’’.

2 Is the Rights Issue underwritten? Yes. The Rights Issue is underwritten by the Underwriters pursuant to the Underwriting Agreement. The fees payable to the Underwriters in connection with this underwriting and a summary of the terms of the Underwriting Agreement are set out in paragraph 17.1.1 of Part X ‘‘Additional Information’’ of this document.

3 Why is Intu undertaking the Rights Issue? As described more fully in Part I ‘‘Letter from the Chairman of Intu Properties plc’’ of this document, Intu has entered into agreements with the Westfield Entities to acquire the Westfield Entities’ and certain joint venture partners’ 50 per cent. interest in Merry Hill, the Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in Derby and the Westfield Entities’ 100 per cent. interest in Sprucefield for a consideration of £867.8 million. In order to part finance the Acquisition, the Group is undertaking the Rights Issue. The Rights Issue is intended to raise gross proceeds of £500 million and net proceeds of approximately £488 million. The Group has also raised £423.8 million through three debt facilities to provide additional financing for the Acquisition.

4 What if the number of New Shares to which I am entitled is not a whole number: am I entitled to fractions of New Shares? Your entitlement to New Shares will be calculated at the relevant Record Date. If the result is not a whole number, your entitlement will be rounded down to the nearest whole number and you will not receive a New Share in respect of any fraction of a New Share.

5 Will the Rights Issue affect the future dividends Intu pays? The Directors have recommended a final dividend of 10.0 pence per share bringing the amount paid and payable in respect of 2013 to 15.0 pence per share. New Shares issued pursuant to the Rights Issue will not be entitled to this final dividend. Applying the indicative bonus factor element of the Rights Issue to the total 2013 dividend shows that following the Rights Issue the dividend of 15.0 pence per share would equate to approximately 13.6 pence per share. In the short term, subject to performance and available resources, the Company would seek to maintain that level of dividend. Over the medium term, subject to performance and available resources, the Company would aim to grow the dividend as the appropriate coverage levels increase. The final bonus factor element of the Rights issue will be based on the Dividend Adjusted UK Closing Price in pounds sterling of an Existing Share trading on the London Stock Exchange on the last day of trading prior to the Existing Shares being marked ‘‘ex’’ by the London Stock Exchange which is expected to be 28 March 2014.

6 Will my current shareholding in Intu remain the same following the Rights Issue? If you decide to take up all of your Rights to acquire the New Shares to which you are entitled, the proportion of your holding in Intu will, subject to fractional entitlements, remain the same as it was before the Rights Issue. If your entitlement to New Shares is not a whole number, your entitlement will be rounded down. If you decide to sell or not take up some or all of your Rights, the proportion of the Group that you own will be smaller once the Rights Issue has been completed, as a result of the New Shares that are being

69 issued. In these circumstances your interest in Intu will have been diluted. The maximum dilution you may suffer (in the event you do not take up any of your Rights) will be 22.2 per cent.

7 I understand that there is a period when there is trading in the Nil Paid Rights. What does this mean? If you do not want to buy the New Shares being offered to you under the Rights Issue, you can instead sell or transfer your Nil Paid Rights (i.e. your rights to subscribe for those New Shares) and receive the net proceeds of the sale or transfer in cash. This is referred to as dealing ‘‘nil paid’’. If you are a Qualifying Shareholder (other than a Qualifying South African Shareholder and other than, subject to certain exceptions, a Qualifying Shareholder resident or with a registered address in the United States or any of the Restricted Jurisdictions) you will only be able to trade your Nil Paid Rights on the LSE and will not be able to trade your Nil Paid Rights on the JSE. In South Africa, Nil Paid Rights trade in the form of Letters of Allocation. If you are a Qualifying South African Shareholder (other than, subject to certain exceptions, a Qualifying South African Shareholder resident or with a registered address in the United States or any of the Restricted Jurisdictions) you will only be able to trade your Letters of Allocation on the JSE and will not be able to trade your Letters of Allocation on the LSE.

8 How will I know the price of the Nil Paid Rights or Letters of Allocation and how much will I actually receive if I decide to sell my Nil Paid Rights or Letters of Allocation? If you choose to sell your Nil Paid Rights or Letters of Allocation, the price you will receive for your Nil Paid Rights or Letters of Allocation will vary with market conditions. It is important to note that the market price for Nil Paid Rights or Letters of Allocation is different from the Issue Price of the New Shares. The value of the Nil Paid Rights or Letters of Allocation reflects the difference between the market price of Existing Shares ex-Rights and the Issue Price of New Shares (allowing for any applicable brokerages and commissions and amounts in respect of value added tax and excluding the 2013 final dividend which the New Shares will not receive). It is possible that you may receive little or no proceeds from the sale of some or all of your Nil Paid Rights or Letters of Allocation if the market price of the Existing Shares falls, thus reducing the discount at which the New Shares are issued. In addition, there may be transaction costs on the sale of Nil Paid Rights or Letters of Allocation.

9 I am a Qualifying Shareholder and I hold my Existing Shares in certificated form. How do I know if I am able to subscribe for New Shares under the Rights Issue? If you receive a Provisional Allotment Letter or a Form of Instruction and, subject to certain exceptions, you are not a holder with a registered address in the United States or any of the Restricted Jurisdictions, then you should be eligible to subscribe for New Shares under the Rights Issue (as long as you have not sold all of your Existing Shares before the relevant Ex-Rights Date).

10 I am a Qualifying Shareholder and I hold my Existing Shares in certificated form. What do I need to do in relation to the Rights Issue? If you hold your Existing Shares in certificated form and, subject to certain exceptions, do not have a registered address in the United States or any of the Restricted Jurisdictions, you will be sent a Provisional Allotment Letter or a Form of Instruction (as appropriate) that shows: • how many Existing Shares you held at the close of business on the relevant Record Date for the Rights Issue; • how many New Shares you are entitled to subscribe for; and • how much you need to pay and by when if you want to take up your Rights to subscribe for all the New Shares provisionally allotted to you. If you are not a Qualifying Shareholder or have a registered address in one of the Restricted Jurisdictions or the United States, then subject to certain exceptions, you will not receive a Provisional Allotment Letter or a Form of Instruction.

70 Provisional Allotment Letters and Forms of Instruction constitute temporary documents of title. Qualifying South African Shareholders who hold their Shares in certificated form will have their Letters of Allocation (which are represented by their Form of Instruction) credited to an account held with the SA Registrar. Qualifying Shareholders (other than South African Shareholders) who hold their Existing Shares in certificated form should also see Question 2 of Part B below, regarding their choices in respect of taking up Rights. Qualifying South African Shareholders who hold their Existing Shares in certificated form should also see Question 2 of Part C below, regarding their choices in respect of taking up Rights.

11 I hold my Existing Shares in certificated form. What if I do not receive a Provisional Allotment Letter or Form of Instruction? If you do not receive a Provisional Allotment Letter or Form of Instruction but hold your Existing Shares in certificated form, this probably means that you are not able to subscribe for New Shares under the Rights Issue (see Question 10 above). However, some Qualifying Non-CREST Shareholders and Qualifying South African Shareholders holding their Shares in certificated form, however, will not receive a Provisional Allotment Letter or Form of Instruction but may still be eligible to acquire New Shares under the Rights Issue, namely: • Qualifying CREST Shareholders who held their Existing Shares in uncertificated form on 25 March 2014 and who have converted them to certificated form; • Qualifying South African Shareholders who held their Existing Shares in uncertificated form on 4 April 2014 and who have converted them to certificated form; • Shareholders who bought Existing Shares before the relevant Record Date and who hold such Shares in certificated form but were not registered as the holders of those Shares at the close of business on the relevant Record Date; and • certain Overseas Shareholders. If you do not receive a Provisional Allotment Letter or a Form of Instruction but think that you should have received one, please contact the UK Shareholder Helpline or the South African Shareholder Helpline, as appropriate. Contact details for the Shareholder Helplines are set out on page 82 of this document. The Shareholder Helplines will only be able to provide information contained in this document (and, in addition, information relating to Intu’s register of members) and will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice.

12 I hold my Existing Shares in certificated form. If I take up my Rights, when will I receive the certificate representing my New Shares? If you take up your Rights under the Rights Issue, definitive share certificates for the New Shares are expected to be posted by no later than 30 April 2014.

13 If I buy Shares after the Record Date will I be eligible to participate in the Rights Issue? If you are a Qualifying Shareholder (other than a Qualifying South African Shareholder) and you bought Shares after the UK Record Date but prior to the relevant Ex-Rights Date, you may be eligible to participate in the Rights Issue. If you are in any doubt, please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement. Qualifying South African Shareholders who bought Shares after the SA Record Date will not be eligible to participate in the Rights Issue.

14 Will I be taxed if I take up my Rights or sell my Rights or Letters of Allocation or if my Rights or Letters of Allocation are sold on my behalf? If you are resident in the UK or South Africa for tax purposes, you should not have to pay UK or South African tax when you take up your Rights, although the Rights Issue will affect the amount of UK or South African tax you may pay when you subsequently sell your Shares.

71 However, in the UK, assuming that you hold your Shares as an investment, rather than for the purposes of a trade, you may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds that you receive from the sale of your Rights. In South Africa, assuming that you hold your Shares as an investment, rather than for speculative or trading purposes, you may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds that you receive from the sale of your Rights (conferred by Letters of Allocation). Persons who do not hold their Shares as an investment should contact a professional tax adviser. Further information for Qualifying Shareholders who are resident in the UK, South Africa or the United States for tax purposes is contained in Part IX ‘‘Taxation’’ of this document. This information is intended as a general guide to the current tax position in the UK, South Africa and the United States and Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances. Qualifying Shareholders who are in any doubt as to their tax position, or who are subject to tax in any other jurisdiction, should consult an appropriate professional adviser as soon as possible. Please note that the Shareholder Helplines will not be able to assist you with taxation issues.

15 Can I change my decision to take up my Rights? If you hold your Existing Shares in certificated form, once you have returned your Provisional Allotment Letter or Form of Instruction to the relevant Registrar, you cannot withdraw your application or change the number of New Shares that you have applied for, save in accordance with paragraph 6 of Section 2 of this Part III ‘‘Information in relation to the Rights Issue’’.

16 What if I hold options and awards under the Intu Share Plans? Options and awards granted under the Intu Share Plans described in paragraph 14 of Part X ‘‘Additional Information’’ of this document, may be adjusted to compensate for the effect of the Rights Issue in accordance with the rules of the relevant scheme. Such adjustments will not be made until after the Rights Issue and, in the case of the Company Approved Scheme, will require approval of HMRC. Relevant participants will be contacted separately with further information on how their options and/or awards may be affected by the Rights Issue.

17 What should I do if I live outside the United Kingdom and South Africa? Whilst you have an entitlement to participate in the Rights Issue, your ability to take up rights to subscribe for New Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Rights. Subject to certain exceptions, Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions are not able to acquire the New Shares provisionally allotted to them under the Rights Issue. Your attention is drawn to the information in paragraph 9 of Section 2 of this Part III ‘‘Information in relation to the Rights Issue’’. Intu has made arrangements under which the Joint Bookrunners will try to find investors to take up the New Shares represented by (i) Rights of Shareholders which cannot be taken-up as a result of Shareholders being resident or with registered addresses in the United States or any of the Restricted Jurisdictions and (ii) Rights of Shareholders which have otherwise not been taken up. If the Joint Bookrunners do find investors for such New Shares who agree to pay a premium above the UK Issue Price (or its equivalent in Rand at the time of sale) and the related expenses of procuring those investors (including any applicable brokerage and other commissions and amounts attributable to value added tax and currency conversion costs), you will either be sent a cheque for your share of the amount of that premium, provided that this is £5.00 or more (or the Rand equivalent, as the case may be); or, if you are a Shareholder who held Nil Paid Rights in CREST you will receive a credit to your CREST stock account; and if you are a Shareholder who held Nil Paid Rights in Strate, the relevant CSDP or your broker’s account will be credited with the cash amount concerned. Payment of the premium will be made in pounds sterling where payable to Qualifying Non-CREST Shareholders and Qualifying CREST shareholders and in Rand where payable to Qualifying South African Shareholders, with proceeds being converted from pounds sterling to ZAR or ZAR to pounds sterling (as applicable) at the spot price on the date (with such conversion rate to be determined by the Company in its absolute discretion). Cheques are expected to be despatched on or around 15 May 2014 and will be sent to your address as it appears on Intu’s register of

72 members (or to the first-named holder if you hold your Shares jointly). If the Joint Bookrunners cannot find investors who agree to pay a premium over the UK Issue Price (or its equivalent in Rand at the time of sale) and related expenses so that your entitlement would be £5.00 or more (or the Rand equivalent, as the case may be), you will not receive any payment.

18 What should I do if I think my holding of Shares at the relevant Record Date is incorrect or I want more information in relation to the Rights Issue? If you have bought or sold Shares shortly before the relevant Record Date, your transaction may not be entered on the register of members in time to appear on the register at the relevant Record Date. If you are concerned about the figure in the Provisional Allotment Letter or Form of Instruction or otherwise concerned that your holding of Shares has been reflected incorrectly, please contact the UK Shareholder Helpline or the South African Shareholder Helpline, as appropriate. Contact details for the Shareholder Helplines are set out on page 82 of this document. The Shareholder Helplines will only be able to provide information contained in this document (and, in addition, information relating to Intu’s register of members) and will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice.

Part B—Questions and Answers for Qualifying Shareholders (other than Qualifying South African Shareholders) 1 I hold my Existing Shares in uncertificated form. What do I need to do in relation to the Rights Issue? If you hold Existing Shares in uncertificated form, your account in CREST will be credited with Nil Paid Rights. If you are a CREST Sponsored Member you should refer to your CREST Sponsor, as only your CREST Sponsor will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with your Nil Paid Rights. If you are not a CREST Sponsored Member, you should read paragraph 5 of Section 2 of this Part III ‘‘Information in relation to the Rights Issue’’ and consult the CREST Manual for instructions as to how to participate in the Rights Issue.

2 I hold my Existing Shares in certificated form. What are my choices and what should I do with the Provisional Allotment Letter? (a) If you want to take up all of your Rights If you want to take up all of the Rights to acquire the New Shares to which you are entitled, all you need to do is send the Provisional Allotment Letter, together with your cheque or banker’s draft in pounds sterling for the full amount payable on acceptance, payable to ‘‘Capita Registrars Limited re: Intu Properties plc Rights Issue a/c’’ and crossed ‘‘A/C payee only’’, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU to be received by no later than 11:00 a.m. (London time) on 17 April 2014. Within the UK only, you can use the reply-paid envelope which will be enclosed with the Provisional Allotment Letter. Full instructions are set out in Section 2 of this Part III ‘‘Information in relation to the Rights Issue’’ and the Provisional Allotment Letter. Please note cheques from third parties other than building society cheques or banker’s drafts may not be accepted. If payment is made by building society cheque or a banker’s draft, the building society or bank must confirm on the cheque or draft the applicant’s name (which should be the same as that shown on the Provisional Allotment Letter) by stamping or endorsing the building society cheque or banker’s draft to such effect. The Company may, at its discretion, elect to accept payment by way of electronic fund transfer. If it elects to accept payment in such manner, further details will be included in the Provisional Allotment Letter. A definitive share certificate will then be sent to you for the New Shares that you take up. Your definitive share certificate for New Shares is expected to be despatched to you by no later than 30 April 2014. You will need your Provisional Allotment Letter to be returned to you if you want to deal in your Fully Paid Rights. Your Provisional Allotment Letter will not be returned to you unless you tick the relevant box on the Provisional Allotment Letter.

73 (b) If you do not want to take up any of your Rights If you do not want to take up your Rights, you do not need to do anything. If you do not return your Provisional Allotment Letter subscribing for the New Shares to which you are entitled by 11:00 a.m. (London time) on 17 April 2014, the Company has made arrangements under which the Joint Bookrunners will endeavour to find investors to take up the New Shares represented by your Rights and the New Shares represented by the Rights of others who have not taken them up. If the Joint Bookrunners do find investors who agree to pay a premium above the UK Issue Price (or its equivalent in Rand at the time of sale) and the related expenses of procuring those investors (including any applicable brokerage and other commissions and amounts attributable to value added tax and currency conversion costs), you will be sent a cheque for your share of the amount of that premium provided that this is £5.00 or more. Cheques are expected to be despatched on or around 15 May 2014 and will be sent to your address appearing on the UK Register (or to the address of the first-named holder if you hold your Existing Shares jointly). If the Joint Bookrunners cannot find investors who agree to pay a premium over the UK Issue Price (or its equivalent in Rand at the time of sale) and related expenses so that your entitlement would be £5.00 or more, you will not receive any payment, and any amounts of less than £5.00 will be retained for the benefit of Intu. Alternatively, if you do not want to take up your Rights, you can sell or transfer your Nil Paid Rights (see paragraph (d) below).

(c) If you want to take up some but not all of your Rights If you want to take up some but not all of your Rights and wish to sell some or all of those you do not want to take up, you should first apply to have your Provisional Allotment Letter split by completing Form X on the Provisional Allotment Letter, and returning it by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, to be received by 3:00 p.m. (London time) on 15 April 2014, together with a covering letter stating the number of split Provisional Allotment Letters required and the number of Nil Paid Rights to be comprised in each split Provisional Allotment Letter. You should then deliver the split Provisional Allotment Letter representing the New Shares that you wish to accept together with your cheque or banker’s draft to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, (see paragraph (a) above) to be received by 11:00 a.m. (London time) on 17 April 2014. Alternatively, if you only want to take up some of your Rights (but not sell some or all of the rest), you should complete Form X on the Provisional Allotment Letter and return it with a cheque or banker’s draft together with an accompanying letter indicating the number of Nil Paid Rights that you wish to take up. Shareholders who wish to effect a cashless take-up of their Nil Paid Rights (which may be achieved through the sale of such portion of their Nil Paid Rights as will raise sufficient funds to allow the relevant Shareholder to take up their remaining Nil Paid Rights) should contact their broker, who may be able to assist with such arrangements.

(d) If you want to sell all of your Rights If you want to sell all of your Rights, you should complete and sign Form X on the Provisional Allotment Letter (if it is not already marked ‘‘Original Duly Renounced’’) and pass the entire letter to your stockbroker, bank manager or other appropriate financial adviser or to the transferee (provided they are not in the United States or any of the Restricted Jurisdictions). The latest time and date for selling all of your Rights is 11:00 a.m. (London time) on 17 April 2014. Please ensure, however, that you allow enough time to enable the person acquiring your Rights to take all necessary steps in connection with taking up the entitlement prior to 11:00 a.m. (London time) on 17 April 2014.

3 If I buy Shares after the UK Record Date will I be eligible to participate in the Rights Issue? If you bought Shares after the UK Record Date but prior to the relevant Ex-Rights Date (in this case being 8:00 a.m. (London time) 31 March 2014), you may be eligible to participate in the Rights Issue. If you are in any doubt, please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement.

74 If you buy Shares at or after the Ex-Rights Date, you will not be eligible to participate in the Rights Issue in respect of those Shares.

4 I hold my Existing Shares in certificated form. What if I want to sell the New Shares for which I have paid? Provided the New Shares have been paid for and you have requested the return of the receipted Provisional Allotment Letter, you can transfer the Fully Paid Rights by completing Form X (the form of renunciation) on the receipted Provisional Allotment Letter and passing it to your stockbroker, bank manager or the appropriate financial adviser or to the transferee (provided they are not in the United States or any of the Restricted Jurisdictions). After that time, you will be able to sell your New Shares in the normal way. The definitive share certificate relating to your New Shares is expected to be despatched to you by no later than 30 April 2014. Pending despatch of the definitive share certificate, instruments of transfer will be certified by the UK Registrar against the register. Further details are set out in Section 2 of this Part III ‘‘Information in relation to the Rights Issue’’.

Part C—Questions and Answers for Qualifying South African Shareholders 1 I hold my Existing Shares in uncertificated form. What do I need to do in relation to the Rights Issue? If you are a Qualifying South African Shareholder who holds Existing Shares in uncertificated form your account at your CSDP or broker will be automatically credited with your Letters of Allocation and you will be contacted by your CSDP or stockbroker (as the case may be) who will provide you with instructions on how you can exercise your rights to subscribe for New Shares on the basis of the terms of the Rights Issue in accordance with the terms of the custody agreement between you and your CSDP or stockbroker (as the case may be). If you comply with, and communicate, those instructions in accordance with the custody agreement with your CSDP or stockbroker (as the case may be), the CSDP or stockbroker will exercise your Rights under the relevant Letters of Allocation on your behalf. If you have not been contacted by your CSDP or stockbroker (as the case may be) by no later than the close of business on 7 April 2014, you should contact that CSDP or stockbroker directly. Qualifying South African Shareholders who hold their Existing Shares in uncertificated form will not be sent a Form of Instruction.

2 I hold my Existing Shares in certificated form. What are my choices and what should I do with the Form of Instruction? Qualifying South African Shareholders who hold their shares in certificated form will be sent a Form of Instruction in respect of their Rights and will have the following choices in respect of their Rights:

(a) If you want to take up all of your Rights If you want to take up all of the Rights to which you are entitled, all you need to do is send a completed Form of Instruction, together with your cheque payable to ‘‘Computershare Investor Services Proprietary Limited on behalf of Intu Properties’’ and crossed, marked ‘‘not transferable’’ and with the words ‘‘or bearer’’ deleted, or banker’s draft (drawn by a registered bank in South Africa) for the full South African Issue Price payable in respect of the New Shares, by post to Computershare Investor Services, Proprietary Limited, PO Box 61763 Marshalltown, 2107, South Africa, or by hand (during normal business hours) to Computershare Investor Services, Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001, South Africa, in either case to be received by no later than 12:00 p.m. (Johannesburg time) on 17 April 2014. Full instructions are set out in paragraph 4 of Section 2 of this Part III and in the Form of Instruction. The Company may, at its discretion, elect to accept payment by way of electronic fund transfer. If it elects to accept payment in such manner, further details will be included in the Form of Instruction. A definitive share certificate will then be sent to you for the New Shares that you have subscribed for. Your definitive share certificate for New Shares is expected to be dispatched to you, at your own risk, by no later than 30 April 2014. The maximum number of New Shares you are entitled to subscribe for and the total price payable for that number of New Shares is set out in the Form of Instruction.

75 (b) If you do not want to take up any of your Rights If you do not want to take up any of your Rights you do not need to do anything. If you do not return a Form of Instruction subscribing for the New Shares to which you are entitled by 12:00 p.m. (Johannesburg time) on 17 April 2014, your Rights will lapse and the Company has made arrangements under which the Joint Bookrunners will endeavour to find investors to take up the New Shares represented by those Rights and the New Shares represented by the Rights of others who have not taken them up. If the Joint Bookrunners do find investors for such New Shares who agree to pay a premium over the UK Issue Price (or its equivalent in Rand at the time of sale) and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts attributable to value added tax and currency conversion costs), you will be sent a cheque for your share of the amount of that premium, save that no payment will be made of amounts in Rand which are equivalent to less than £5.00 (based on the spot rate on the relevant date). Cheques are expected to be despatched, at your own risk, by no later than 15 May 2014 and will be sent to your address appearing on the SA Register (or to the address of the first- named holder if you hold your Shares jointly). If the Joint Bookrunners cannot find investors who agree to pay a premium over the UK Issue Price (or its equivalent in Rand at the time of sale) and related expenses so that your entitlement would be the Rand equivalent of £5.00 or more, you will not receive any payment and any amounts of less than the Rand equivalent of £5.00 will be retained for the benefit of Intu. Alternatively, if you do not want to take up your Rights, you can sell or transfer your Letters of Allocation (see paragraph (d) below) and/or renounce your Letters of Allocation (see paragraph (e) below).

(c) If you want to take up some but not all of your Rights If you want to take up some but not all of your Rights and wish to sell some or all of the Letters of Allocation in respect of those Rights you do not take up, you must indicate on the relevant Form of Instruction the number of New Shares for which you wish to subscribe and complete Form A of the relevant Form of Instruction indicating the number of Letters of Allocation you wish to sell, in accordance with the instructions contained therein, and return it by post to the SA Registrar, Computershare Investor Services (Proprietary) Limited, PO Box 61763, Marshalltown 2107, South Africa, or by hand (during normal business hours) to 70 Marshall Street, Johannesburg 2001, South Africa, in either case to be received by no later than 12:00 p.m. (Johannesburg time) on 10 April 2014 if you want to sell any of your Letters of Allocation and by 12:00 p.m. (Johannesburg time) on 17 April 2014 if you do not want to sell any of your Letters of Allocation but want to exercise a portion of your Nil Paid Rights and renounce your remaining Letters of Allocation or allow your remaining portion of Nil Paid Rights to lapse. The SA Registrar will endeavour to procure the sale of the Letters of Allocation on the JSE on your behalf and will remit the proceeds in accordance with the payment instructions reflected on the Form of Instruction, provided that such proceeds, net of brokerage charges and associated expenses are in excess of the ZAR equivalent of £5.00 (at the spot rate on the effective date of such sale, if any). Qualifying South African Shareholders who hold their Existing Shares in certificated form who want to take up some but not all of their Rights and wish to renounce the Letters of Allocation in respect of their remaining Rights or allow their remaining Rights to lapse should refer to paragraph 4.5 of Section 2 of this Part III. Shareholders who wish to effect a cashless take-up of their Nil Paid Rights (which may be achieved through the sale of such portion of their Letters of Allocation as will raise sufficient funds to allow the relevant Shareholder to take up their remaining Nil Paid Rights) should contact their broker, who may be able to assist with such arrangements.

(d) If you want to sell all of your Rights If you want to sell all of your Rights, you must complete Form A of the relevant Form of Instruction and return it by post to Computershare Investor Services (Proprietary) Limited, PO Box 61763, Marshalltown 2107, South Africa, or by hand (during normal business hours) to 70 Marshall Street, Johannesburg 2001, South Africa, in either case to be received by no later than 12:00 p.m. (Johannesburg time) on 10 April 2014. The SA Registrar will endeavour to procure the sale of the Letters of Allocation on the JSE on your behalf and will remit the proceeds in accordance with the payment instructions reflected on the Form of Instruction, provided that such proceeds, net of brokerage charges and associated expenses, are in excess of the ZAR equivalent of £5.00 (at the spot rate on the effective date of such sale, if any).

76 (e) If you want to renounce all of your Rights If you want to renounce all of your Rights, you must complete Form B of the relevant Form of Instruction and the person in whose favour such Rights have been renounced who wishes to subscribe for the New Shares in terms of the Rights Issue must complete Form C of the relevant Form of Instruction and return it together with payment of the South African Issue Price by post to Computershare Investor Services (Proprietary) Limited, PO Box 61763, Marshalltown 2107, South Africa, or by hand (during normal business hours only) to 70 Marshall Street, Johannesburg 2001, South Africa, in either case to be received before 12:00 p.m. (Johannesburg time) on 17 April 2014 in accordance with the instructions contained in paragraph 4.4 of Section 2 of this Part III.

77 Section 2: Terms and Conditions of the Rights Issue 1 Details of the Rights Issue The Company proposes to raise proceeds of approximately £488 million (net of expenses) by way of a Rights Issue of 278,241,628 New Shares. Subject to the satisfaction or waiver of the conditions of the Underwriting Agreement and the terms and conditions set out below, the New Shares will be offered by way of rights at 180 pence per New Share in the case of Qualifying Shareholders other than Qualifying South African Shareholders and, in the case of Qualifying South African Shareholders, ZAR 32.28 per New Share, payable in full on acceptance by Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions) on the basis of: 2 New Shares for every 7 Existing Shares held by and registered in the names of Qualifying Shareholders on the relevant Record Date (and so in proportion to any other number of Shares each Qualifying Shareholder then holds) and otherwise on the terms and conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders or Qualifying South African Shareholders holding certificated shares (other than, subject to certain exceptions, such Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions), the Provisional Allotment Letters or Forms of Instruction respectively. Qualifying Shareholders are holders of Ordinary Shares on the register of members of the Company at the relevant Record Date. With the exclusion (subject to certain exceptions) of Qualifying Shareholders with a registered address, or who are located or resident, in the United States or the Restricted Jurisdictions, Qualifying Shareholders will be entitled to take up the New Shares represented by their entitlements to Nil Paid Rights. Subject to certain exceptions, Nil Paid Rights to which Qualifying Shareholders with registered addresses, or who are located or resident, in the United States or the Restricted Jurisdictions would otherwise be entitled, will be aggregated with entitlements to Nil Paid Rights which have not been taken up by other Qualifying Shareholders and, if possible, sold as described in paragraph 6 below. Timetable dates in this Part III have been included on the basis of the expected timetable set out on pages 16 to 19 of this document. The UK Issue Price of 180 pence per New Share represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March 2014, being the last day of trading prior to the announcement of the Rights Issue, and a 36.5 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014. The South African Issue Price of ZAR 32.28 represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing Price on 19 March 2014, being the last day of trading prior to the announcement of the Rights Issue, and a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing Price on 19 March 2014. Qualifying Shareholders who do not take up their entitlements in full to New Shares will have their proportionate shareholdings in the Company diluted by approximately 22.2 per cent. Those Qualifying Shareholders who take up their Rights in full will, following the Rights Issue being completed, as nearly as practicable, subject to fractions, have the same proportional voting rights and entitlements to receive dividends and other distributions as they had on the Record Date. However, New Shares issued pursuant to the Rights Issue will not be entitled to the 2013 final dividend. The Nil Paid Rights (also described as New Shares, nil paid) are entitlements to subscribe for New Shares subject to payment of the Issue Price. The Fully Paid Rights are entitlements to receive the New Shares, for which payment of the Issue Price has already been made. Holdings of Existing Shares in certificated form or uncertificated form will each be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. New Shares representing fractional entitlements will not be allotted to Qualifying Shareholders and, where necessary, entitlements to New Shares will be rounded down to the nearest whole number. Such fractions will be aggregated and, if possible, sold as soon as practicable after the commencement of dealings in Nil Paid Rights. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company.

78 The attention of Shareholders with a registered address in, or who are resident or located in countries other than the United Kingdom or South Africa, or who are holding Shares in the Company for the benefit of such a person, and any person (including, without limitation, custodians, nominees, agents and trustees) who has a contractual or other legal obligation to forward this document (or any Provisional Allotment Letter or Form of Instruction) into a jurisdiction other than the United Kingdom or South Africa is drawn to paragraph 9 of this Section 2 of this Part III. In particular, subject to the provisions of paragraph 9 of this Section 2 of this Part III and certain exceptions, Qualifying Shareholders with a registered address in the United States or any of the Restricted Jurisdictions will not be sent Provisional Allotment Letters or Forms of Instruction and will not have their CREST stock accounts credited with Nil Paid Rights, or Letters of Allocation credited to a CSDP or broker account in Strate. Application has been made to the UKLA for the New Shares (nil paid and fully paid) to be admitted to the premium segment of the Official List and to the LSE for the New Shares (nil paid and fully paid) to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective on 31 March 2014 and that dealings in the New Shares, nil paid, will commence on the main market of the LSE at 8:00 a.m. (London time) on that date. The New Shares and the Existing Shares are in registered form and can be held in certificated form or uncertificated form via CREST. The Existing Shares are already admitted to CREST. Accordingly, no further application for admission to CREST is required for the New Shares and all the New Shares when issued and fully paid may be held and transferred by means of CREST. Applications have been made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Euroclear UK & Ireland requires the Company to confirm that certain conditions (imposed by the CREST Manual) are satisfied before Euroclear UK & Ireland will admit the Nil Paid Rights and the Fully Paid Rights to CREST. It is expected that these conditions will be satisfied on Admission. As soon as practicable after satisfaction of the conditions, the Company will confirm this to Euroclear UK & Ireland. Application has been made to JSE Ltd for the Letters of Allocation and the New Shares to be admitted to listing and trading on the Main Board of the JSE and it is expected that deferred settlement trading of the Letters of Allocation will commence on the JSE on 31 March 2014 deferred settlement trading of the New Shares will commence on 11 April 2014 and trading of the New Shares (fully paid) will commence on 22 April 2014. No holding statements will be issued to Qualifying South African Shareholders on the SA Register and Qualifying South African Shareholders who hold their Shares in certificated form are advised to consult the SA Registrar. Qualifying South African Shareholders who hold their Existing Shares in uncertificated form should consult their CSDP or broker for confirmation of their holding of Letters of Allocation and/or New Shares. Any Qualifying South African Shareholder who deals in their Letters of Allocation or the New Shares in any way prior to receiving confirmation of their holding from the SA Registrar or their CSDP or broker, as the case may be, will do so at their own risk. The Company disclaims all liability howsoever caused and howsoever arising (and to the maximum extent permitted by law) to persons who trade their Letters of Allocation or New Shares before receiving confirmation of their holding. In order to facilitate the Rights Issue the Company has instructed the Registrars not to process transfers of Shares between the Company’s UK Register and SA Register between 5:00 p.m. (London time) on 18 March 2014 and 7:00 a.m. (London time) on 22 April 2014. Accordingly, during this period, Shareholders on the UK Register may only deal with Existing Shares, Nil Paid Rights, Fully Paid Rights and New Shares on the LSE and Shareholders on the SA Register may only deal with Existing Shares and Letters of Allocation on the JSE respectively. If you are a Qualifying Shareholder (other than a Qualifying South African Shareholder and other than, subject to certain exceptions, a Qualifying Shareholder resident or with a registered address in the United States or any of the Restricted Jurisdictions) you will be able to trade your Nil Paid Rights on the LSE, but will not be able to trade your Nil Paid Rights on the JSE. If you are a Qualifying South African Shareholder (other than, subject to certain exceptions, a Qualifying South African Shareholder resident or with a registered address in the United States or any of the Restricted Jurisdictions) you will be able to trade your Letters of Allocation on the JSE, but will not be able to trade your Letter of Allocation on the LSE. The ISIN code for the New Shares will be the same as that of the Existing Shares, being GB0006834344. The ISIN (LSE) code for the Nil Paid Rights is GB00BKJ9QX26, the ISIN (LSE) code for the Fully Paid Rights is GB00BKJ9QY33; and the ISIN (JSE) code for the Letters of Allocation is ZAE000189585.

79 None of the New Shares have been marketed or are being made available in whole or in part to the public other than pursuant to the Rights Issue. The Underwriters have agreed to underwrite the Rights Issue in accordance with the terms and subject to the conditions in the Underwriting Agreement. The Underwriters may arrange sub-underwriting for some, all or none of the New Shares. The Underwriting Agreement is conditional upon certain matters being satisfied or not occurring prior to Admission and may also be terminated by the Underwriters prior to Admission upon the occurrence of certain specified events, in which case the Rights Issue will not proceed. After Admission, however, the Underwriting Agreement will not be subject to any right of termination. A summary of certain terms and conditions of the Underwriting Agreement is set out in paragraph 17.1.1 of Part X ‘‘Additional Information’’ of this document. The Underwriters and any of their respective affiliates, acting as an investor for their own accounts, may engage in trading activity in connection with their roles under the Underwriting Agreement and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own account in securities of the Company and related or other securities and instruments (including Ordinary Shares, Nil Paid Rights and Fully Paid Rights) otherwise than in connection with the Rights Issue. Accordingly, references in the document to New Shares being offered or placed should be read as including any offering or placement of New Shares to any of the Banks or any of their respective affiliates acting in such capacity. None of the Joint Bookrunners intends to disclose the extent of any such transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Shares. Subject to, amongst other things, the aforementioned conditions to the Rights Issue being satisfied, and save as provided in this Section 2 of this Part III, it is expected that: (i) Provisional Allotment Letters in respect of Nil Paid Rights will be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, such Qualifying Non-CREST Shareholders with a registered address in the United States or any of the Restricted Jurisdictions) on 28 March 2014; (ii) a Form of Instruction in respect of the Letters of Allocation will be despatched to Qualifying South African Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, Qualifying South African Shareholders with registered addresses in the United States or any of the Restricted Jurisdictions) on 1 April 2014; (iii) the UK Registrar will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, such Qualifying CREST Shareholders with a registered address in the United States or any of the Restricted Jurisdictions) with such Shareholders’ entitlements to Nil Paid Rights, with effect from 8:00 a.m. on 31 March 2014; (iv) the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear UK & Ireland on 31 March 2014, as soon as practicable after the Company has confirmed to Euroclear UK & Ireland that all the conditions for admission of such Rights to CREST have been satisfied; (v) Qualifying South African Shareholders who hold their Shares in uncertificated form will have their Strate accounts at their CSDP or broker automatically credited with their Letters of Allocation at 9:00 a.m. (Johannesburg time) on 7 April 2014. However, the crediting of Letters of Allocation to a CSDP or broker account in Strate of a Qualifying South African Shareholder with a registered address in the United States or any Restricted Jurisdiction will not constitute an offer in those jurisdictions in which it would be illegal to make and/or accept an offer. Accordingly, no Qualifying South African Shareholder with a registered address in the United States or any Restricted Jurisdiction, receiving a credit of Letters of Allocation to a CSDP or broker account in Strate, may treat the same as constituting an invitation or offer to him nor should he in any event use or deal with any Letters of Allocation credited to him in Strate unless such an invitation or offer could lawfully be made to and accepted by him or the Letters of Allocation could lawfully be used or dealt with without contravention of any registration or other legal requirements. In such circumstances, this document, and the formal credit of the Letters of Allocation must be treated as sent (or made available) for information purposes only, should not be copied or redistributed and such Qualifying South African Shareholder should take independent professional advice in relation thereto;

80 (vi) Qualifying South African Shareholders who hold their Shares in certificated form will have their Letters of Allocation created in electronic format and credited to an account held by the SA Registrar at 9:00 a.m. (Johannesburg time) on 7 April 2014; (vii) New Shares will be credited to the appropriate stock accounts of relevant Qualifying CREST Shareholders (or their renouncees) who validly take up their Rights by no later than 8:00 a.m. (London time) on 22 April 2014; (viii)share certificates for the New Shares will be despatched to relevant Qualifying Non-CREST Shareholders (or their renouncees) who validly take up their Rights by no later than 30 April 2014, at their own risk; (ix) the CSDP or broker accounts of Qualifying South African Shareholders who hold their Shares in uncertificated form (or their renouncees) who validly take up their Rights will be updated and credited in respect of New Shares and debited with a corresponding multiple of the South African Issue Price at 9:00 a.m. (Johannesburg time) on 22 April 2014; and (x) share certificates for the New Shares will be despatched to Qualifying South African Shareholders (or their renouncees) who hold their Shares in certificated form who validly take up their Rights by no later than 30 April 2014, at their own risk. The offer will be made (a) to Qualifying Non-CREST Shareholders by way of the Provisional Allotment Letter (as described in paragraph (i) above), (b) to Qualifying South African Shareholders by way of this document and, in the case of Qualifying South African Shareholders holding their Shares in certificated form, the Form of Instruction (as described in paragraph (ii) above), and in the case of Qualifying South African Shareholders holding their Shares in uncertificated form by way of the credit of Letters of Allocation as described in paragraph (v) above, and (c) to Qualifying CREST Shareholders by way of the enablement of the Nil Paid Rights and the Fully Paid Rights (as described in paragraph (iv) above) (such Shareholders’ stock accounts having been credited as described in paragraph (iii) above), in each case such offer being made on the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders or Qualifying South African Shareholders holding shares in certificated form, any relevant Provisional Allotment Letter or Form of Instruction respectively) and based on the information contained in this document. The offer of New Shares pursuant to the Rights Issue is not being, and will not be, made by means of this document into the United States or any of the Restricted Jurisdictions or any other jurisdiction outside the United Kingdom or South Africa in which it would be illegal to make an offer. In order to comply with the provisions of the Companies Act, the offer of New Shares to Qualifying Shareholders with registered addresses outside the EEA and who have not given the Company an address within the EEA for the serving of notices will also be made to such Shareholders through a notice in the London Gazette, details of which are provided in paragraph 9.7 of this Section 2 of this Part III. The attention of Overseas Shareholders is drawn to paragraph 9 of this Section 2 of this Part III. The New Shares will be issued pursuant to the authority granted under the resolution passed at the annual general meeting of the Company on 8 May 2013. The New Shares will, when issued and fully paid, be ordinary shares ranking pari passu in all respects with the Existing Shares, and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Shares, including the recommended final dividend for 2013. The rights attaching to the New Shares are governed by the Articles, a summary of which is set out in paragraph 4 of Part X ‘‘Additional Information’’ of this document. There will be no restrictions on the free transferability of the New Shares save as provided in the Articles. All documents including Provisional Allotment Letters, Forms of Instruction and cheques and definitive share certificates posted to, by or from Qualifying Shareholders and/or their transferees or renouncees (or their agents, as appropriate) will be posted at their own risk. Any person who accepts and/or renounces a Provisional Allotment Letter or Letter of Allocation, or who requests registration of the New Shares comprised therein, or who makes a valid acceptance in accordance with the procedures set out in this Section 2 of this Part III will be deemed by doing so to make the representations and warranties to Intu and the Underwriters contained in paragraph 9.8 of this Section 2 of this Part III. Shareholders taking up their Rights by sending an MTM instruction to Euroclear UK &

81 Ireland will also be deemed to have given the representations and warranties set out in paragraph 5.2.4 of this Section 2 of this Part III, unless the requirement is waived by Intu and the Underwriters.

2 Action to be taken The action to be taken in respect of New Shares depends on whether, at the relevant time, the Qualifying Shareholder holds his Shares in certificated form or uncertificated form. If you are a Qualifying Shareholder (other than a Qualifying South African Shareholder) and you have any queries about the Rights Issue or the procedure for acceptance and payment, you should call the UK Shareholder Helpline on 0871 664 0321 (or +44 20 8639 3399, if you are calling from outside the United Kingdom). This helpline is available between the hours of 9:00 a.m. to 5:00 p.m. (London time), Monday to Friday (excluding public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline, excluding VAT, in addition to any service provider charges. Other network providers’ costs may vary. Calls to the UK Shareholder Helpline from outside the United Kingdom will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be monitored or recorded. If you are a Qualifying South African Shareholder and have any queries about the Rights Issue or the procedure for acceptance or payment, you should contact the South African Shareholder Helpline on +27 11 370 5000 between 8:00 a.m. and 5:00 p.m. (Johannesburg time), Monday to Friday (excluding public holidays). Please note that calls to a Shareholder Helpline may be monitored or recorded and that different charges may apply to calls made from mobile telephones. For legal reasons, the Shareholder Helplines and will only be able to provide you with information contained in this document and as such will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice. Shareholder Helpline staff can explain the options available to you, which forms you need to fill in and how to fill them in correctly. If you are a Qualifying Non-CREST Shareholder, have received a Provisional Allotment Letter, and, subject to certain exceptions, are not located in and do not have a registered address in the United States or any of the Restricted Jurisdictions, please refer to paragraphs 3 and 6 to 9 inclusive of this Section 2 of this Part III. If you are a Qualifying South African Shareholder, have received a Form of Instruction, and, subject to certain exceptions, are not located in and do not have a registered address in the United States or any of the Restricted Jurisdictions, please refer to paragraphs 4 and 6 to 9 inclusive of this Section 2 of this Part III. If you are a Qualifying CREST Shareholder, and, subject to certain exceptions, are not located in and do not have a registered address in the United States or any of the Restricted Jurisdictions, please refer to paragraphs 5 to 9 inclusive of this Section 2 of this Part III and to the CREST Manual for further information on the CREST procedures referred to below. If you are Qualifying Shareholder located in and/or with a registered address in the United States or any of the Restricted Jurisdictions, please refer to paragraph 9 of this Section 2 of this Part III. CREST Sponsored Members should refer to their CREST Sponsors, as only their CREST Sponsors will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST Sponsored Members.

3 Action to be taken by Qualifying Non-CREST Shareholders in relation to Nil Paid Rights represented by Provisional Allotment Letters 3.1 General The Company intends that the Provisional Allotment Letters will be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, such Qualifying Non-CREST Shareholders with a registered address in the United States or any of the Restricted Jurisdictions) on 28 March 2014.

82 The personalised Provisional Allotment Letter will set out: (i) the holding of Existing Shares at the UK Record Date on which the Qualifying Non-CREST Shareholder’s entitlement to New Shares has been based; (ii) the aggregate number and cost of New Shares in certificated form which have been provisionally allotted to such Qualifying Non-CREST Shareholder; (iii) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of all or part of his entitlement or to convert all or part of his entitlement into uncertificated form; and (iv) instructions regarding acceptance and payment, consolidation, splitting and registration of renunciation. On the basis that Provisional Allotment Letters are posted on 28 March 2014 and that dealings commence on 31 March 2014, the latest time and date for acceptance and payment in full will be 11:00 a.m. on 17 April 2014. If the Rights Issue is delayed so that Provisional Allotment Letters cannot be despatched on 28 March 2014, the sections of this document: ‘‘Expected Timetable of Principal Events in the United Kingdom’’ and ‘‘Expected Timetable of Principal Events in South Africa’’ will be adjusted accordingly and the revised dates will be set out in the Provisional Allotment Letters and announced through a Regulatory Information Service. References to dates and times in this document should be read as subject to any such adjustment. Any fractional entitlements to New Shares will be disregarded in calculating pro rata entitlements and any Qualifying Non-CREST Shareholders with fewer than 4 Existing Shares will not have or receive any Rights. 3.2 Procedure for acceptance and payment 3.2.1 Qualifying Non-CREST Shareholders who wish to accept in full Holders of Provisional Allotment Letters who wish to take up all of their entitlements must complete and return the Provisional Allotment Letter, together with a cheque or bankers’ draft in pounds sterling made payable to ‘‘Capita Registrars Limited re: Intu Properties plc Rights Issue a/c’’ and crossed ‘‘A/C payee only’’ for the full amount payable on acceptance, in accordance with the instructions printed on the Provisional Allotment Letter, by post or hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to be received as soon as possible and in any event so as to be received by not later than 11:00 a.m. on 17 March 2014, being the last date and time for acceptances. A reply-paid envelope will be enclosed with the Provisional Allotment Letter for this purposed and for use within the UK only. If you post your Provisional Allotment Letter within the UK by first class post, it is recommended that you allow at least four days for delivery. The Company may, at its discretion, elect to accept payment by way of electronic fund transfer. If it elects to accept payment in such manner, further details will be included in the Provisional Allotment Letter. 3.2.2 Qualifying Non-CREST Shareholders who wish to accept in part Holders of Provisional Allotment Letters who wish to take up some but not all of their Nil Paid Rights should refer to paragraph 3.6 below. 3.2.3 Company’s discretion as to validity of acceptances If payment is not received in full by 11:00 a.m. on 17 March 2014, the provisional allotment will be deemed to have been declined and will lapse. The Company may elect, but shall not be obliged, to treat as valid Provisional Allotment Letters and accompanying remittances for the full amount due which are received through the post prior to 5:00 p.m. on 17 March 2014. The Company may (in its sole discretion) treat a Provisional Allotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney (where required). The Company reserves the right to treat as invalid any acceptance or purported acceptance of the offer of New Shares that appears to the Company to have been executed in, despatched from or that

83 provides an address for the delivery of definitive share certificates for New Shares in the United States or an Restricted Jurisdiction. A Qualifying Non-CREST Shareholder who makes a valid acceptance and payment in accordance with this paragraph 3.2 is deemed to request that the Fully Paid Rights and/or New Shares to which he will become entitled be issued to him on the terms set out in this document and subject to the Company’s Articles. 3.2.4 Payments All payments must be made by (i) cheque (ii) banker’s draft in pounds sterling drawn on an account at a branch in the UK of a bank or building society and bear a UK bank or building society sort code number in the top right hand corner or (iii) if the Company so elects, electronic funds transfer. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be made payable to ‘‘Capita Registrars Limited re: Intu Properties plc Rights Issue a/c’’ and crossed ‘‘A/C payee only’’. Third party cheques may not be accepted with the exception of building society cheques or bankers’ drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society cheque or banker’s draft to such effect. The account name should be the same as that shown on the PAL. Neither post-dated cheques nor payments via CHAPS, BACS or electronic transfer will be accepted. All documents, cheques and bankers’ drafts sent through the post will be sent at the risk of the sender. The Company reserves the right to have cheques and bankers’ drafts presented for payment on receipt and to instruct Capita Asset Services to seek special clearance of cheques to allow the Company to obtain value for remittances at the earliest opportunity. Interest will not be paid on payments made before such payments are due but will accrue for the benefit of the Company. Return of the Provisional Allotment Letter with a remittance in the form of a cheque or banker’s draft will constitute a warranty that the cheque or banker’s draft will be honoured on first presentation. The Company may elect, in its absolute discretion, to treat as invalid any acceptances in respect of which cheques or bankers’ drafts are notified to it or its agent as not having been so honoured. If New Shares have already been allotted to Qualifying Non-CREST Shareholders prior to any payment not being so honoured and such acceptances being treated as invalid, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of such Qualifying Non-CREST Shareholders and hold the proceeds of sale (net of the Company’s reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of this Part III in respect of the subscription of such shares) on behalf of such Qualifying Non-CREST Shareholders. In these circumstances neither the Company nor any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by Qualifying Non-CREST Shareholders as a result. If a cheque or banker’s draft sent by a Qualifying Non-CREST Shareholder is drawn for an amount different from that set out on that Shareholder’s Provisional Allotment Letter, that Shareholder’s application shall be treated as an acceptance in respect of such whole number of shares that could be acquired at the UK Issue Price with the amount for which that cheque or banker’s draft is drawn (and not the amount set out in the Provisional Allotment Letter). Any balance from the amount of the cheque will be retained for the benefit of the Company 3.2.5 Further representations and warranties Holders of Provisional Allotment Letters who accept and/or renounce their Provisional Allotment Letter also make the representations and warranties set out in paragraph 9.8.1 of this Section 2 of this Part III, except in the circumstances described in that paragraph.

3.3 Money Laundering Regulations It is a term of the Rights Issue that, to ensure compliance with the Money Laundering Regulations, Capita Asset Services may require, at its absolute discretion, verification of the identity of the person lodging the Provisional Allotment Letter and, where relevant, its beneficial owner or ultimate controller and/or of any person on whose behalf the Provisional Allotment Letter is lodged with payment and, where relevant, its

84 beneficial owner or ultimate controller (which requirements are referred to below as the ‘‘verification of identity requirements’’). If an application is made by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of Capita Asset Services. In such case, the lodging agent’s stamp should be inserted on the Provisional Allotment Letter. The person who, by lodging the Provisional Allotment Letter with payment (the ‘‘applicant’’), (including any person who appears to Capita Asset Services to be acting on behalf of some other person) accepts the allotment of the New Shares comprised in such Provisional Allotment Letter (being the provisional allottee or, in the case of renunciation, the person named in such Provisional Allotment Letter), shall thereby be deemed to agree to provide Capita Asset Services and/or the Company with such information and other evidence as either of them may require to satisfy the verification of identity requirements and agree for Capita Asset Services and/or the Company to make a search using a credit reference agency for the purposes of confirming such identity; where deemed necessary a record of the search will be retained. Return of the Provisional Allotment Letter with the appropriate remittance will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by acceptance of such remittance. If Capita Asset Services determine that the verification of identity requirements apply to an acceptance of an allotment and the verification of identity requirements have not been satisfied (which the Registrars shall in their absolute discretion determine) by 11:00 a.m. on 17 April 2014, the Company may, in its absolute discretion, and without prejudice to any other rights of the Company, treat the acceptance as invalid or may confirm the allotment of the relevant shares to the acceptor but (notwithstanding any other term of the Rights Issue) such shares will not be issued to him or registered in his name until the verification of identity requirements have been satisfied (which the Registrars shall in their absolute discretion determine). If the acceptance is not treated as invalid and the verification of identity requirements are not satisfied within such period, being not less than seven days after a request for evidence of identity is despatched to the acceptor, as the Company may in its absolute discretion allow, the Company in consultation with the Joint Underwriters will be entitled to make arrangements to sell the relevant shares (and for that purpose the Company will be expressly authorised to act as agent of the acceptor). Any proceeds of sale (net of expenses) of the relevant shares which shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to the original payment, whichever is the lower, will be held by the Company on trust for the acceptor, subject to the requirements of the Money Laundering Regulations. Capita Asset Services are entitled in their absolute discretion to determine whether the verification of identity requirements apply to any acceptor and whether such requirements have been satisfied. Neither the Company, Capita Asset Services, nor the Underwriters will be liable to any person for any loss suffered or incurred as a result of the exercise of any such discretion or as a result of any sale of relevant shares. Return of a Provisional Allotment Letter with the appropriate remittance will constitute a warranty from the acceptor that the Money Laundering Regulations will not be breached by acceptance of such remittance. If the verification of identity requirements apply, failure to provide the necessary evidence of identity may result in your acceptance being treated as invalid or in delays in the despatch of a receipted fully-paid Provisional Allotment Letter or a share certificate. The verification of identity requirements will not usually apply if: (i) the applicant is a regulated UK broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; (ii) the applicant is an organisation required to comply with the EU Money Laundering Directive (2005/60/EC); (iii) the applicant is a company whose securities are listed on a regulated market subject to specified disclosure obligations; (iv) the applicant (not being an applicant who delivers his application in person) makes payment through an account in the name of such applicant with a credit institution which is subject to the EU Money Laundering Directive (2005/60/EC) or with a credit institution situated in a non-EEA state which imposes requirements equivalent to those laid down in the EU Money Laundering Directive (2005/60/EC); or

85 (v) the aggregate subscription price for the relevant New Shares is less than A15,000 (or its pounds sterling equivalent, approximately £12,000). Where the verification of identity requirements apply, please note the following, as this will assist in satisfying the requirements. Satisfaction of these requirements may be facilitated in the following ways: (i) payments must be made by cheque or bankers’ draft in pounds sterling drawn on a branch in the UK of a bank or building society and bear a UK bank or building society sort code number in the top right hand corner. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be made payable to ‘‘Capita Registrars Limited re: Intu Properties plc Rights Issue a/c’’ and crossed ‘‘A/C payee only’’. Third party cheques may not be accepted with the exception of building society cheques or bankers’ drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society cheque/bankers’ draft to such effect. The account name should be the same as that shown on the application; (ii) if the Provisional Allotment Letter is lodged with payment by an agent which is an organisation required to comply with the EU Money Laundering Directive (2005/06/EC) or which is subject to anti-money laundering regulations in a country which is a member of the Financial Action Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada, China, members of the Gulf Co-operation Council (being Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), Hong Kong, Iceland, India, Japan, Korea, Mexico, New Zealand, Norway, the Russian Federation, Singapore, South Africa, Switzerland, Turkey and the United States), the agent should provide written confirmation that it has that status with the Provisional Allotment Letter(s) and written assurances that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to Capita Asset Services and/or any relevant regulatory or investigatory authority; or (iii) if a Provisional Allotment Letter is lodged by hand by the applicant in person, he should ensure that he has with him evidence of identity bearing his photograph (for example, his passport) and evidence of his address. In order to confirm the acceptability of any written assurance referred to above, or in any other case, the applicant should contact the UK Shareholder Helpline on 0871 664 0321 (or + 44 20 8639 3399 if you are calling from outside the UK). This helpline is available from 9:00 a.m. to 5:00 p.m. (London time), Monday to Friday (excluding public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline, excluding VAT, in addition to any service provider charges. Other network providers’ costs may vary. Calls to the UK Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be monitored or recorded.

3.4 Dealings in Nil Paid Rights Assuming the Rights Issue becomes unconditional, dealings on the London Stock Exchange in the Nil Paid Rights are expected to commence at 8:00 a.m. on 31 March 2014. A transfer of Nil Paid Rights can be made by renunciation of the Provisional Allotment Letter in accordance with the instructions printed on it and delivery of the letter to the transferee. The latest time and date for registration of renunciation of Provisional Allotment Letters, nil paid, is expected to be 11:00 a.m. on 17 April 2014.

3.5 Dealings in Fully Paid Rights After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document and the Provisional Allotment Letter, the Fully Paid Rights may be transferred by renunciation of the relevant Provisional Allotment Letter and delivering it, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by not later than 11:00 a.m. on 17 April 2014. To do this, Qualifying Non-CREST Shareholders will need to have their fully paid Provisional Allotment Letters returned to them after acceptance has been effected by Capita Asset Services. However, fully paid Provisional Allotment Letters will not be returned to Qualifying Non-CREST Shareholders unless their return is requested by ticking the appropriate box on the Provisional Allotment Letter. After 17 April 2014, the New Shares will be in registered form and transferable in the usual way.

86 3.6 Transfer, renunciation and splitting of Provisional Allotment Letters Holders of Provisional Allotment Letters who wish to transfer all of their Nil Paid Rights or, after acceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in a Provisional Allotment Letter may (save as required by the laws of certain overseas jurisdictions) renounce such allotment by completing and signing Form X on the Provisional Allotment Letter (if it is not already marked ‘‘Original Duly Renounced’’) and passing the entire Provisional Allotment Letter to their stockbroker or bank or other appropriate financial adviser or to the transferee. Once a Provisional Allotment Letter has been renounced, the letter will become a negotiable instrument in bearer form and the Nil Paid Rights or Fully Paid Rights (as appropriate) comprised in the Provisional Allotment Letter may be transferred by delivery of the Provisional Allotment Letter to the transferee. The latest time and date for registration of renunciation of Provisional Allotment Letters, fully paid, is 11:00 a.m. on 17 April 2014. Qualifying Non-CREST Shareholders should note that fully paid Provisional Allotment Letters will not be returned to Qualifying Non-CREST Shareholders. If a holder of a Provisional Allotment Letter wishes to have only some of the New Shares registered in his name and to transfer the remainder, or wishes to transfer all the Nil Paid Rights or (if appropriate) Fully Paid Rights but to different persons, he may have the Provisional Allotment Letter split, for which purpose he or his agent must complete and sign Form X on the Provisional Allotment Letter. The Provisional Allotment Letter must then be delivered by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, by not later than 3:00 p.m. on 15 April 2014, to be cancelled and exchanged for the split Provisional Allotment Letters required. The number of split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to be comprised in each split letter should be stated in an accompanying letter. Form X on split Provisional Allotment Letters will be marked ‘‘Original Duly Renounced’’ before issue. The Company reserves the right to refuse to register any renunciation in favour of any person in respect of which the Company believes such renunciation may violate applicable legal or regulatory requirements, including (without limitation) any renunciation in the name of any person with an address outside the United Kingdom. Alternatively, holders of Provisional Allotment Letters who wish to take up some of their rights, without transferring the remainder, should complete Form X on the original Provisional Allotment Letter and return it, together with a covering letter confirming the number of rights to be taken up and a cheque or banker’s draft in pounds sterling to pay for this number of New Shares, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. In this case, the Provisional Allotment Letter and payment must be received by Capita Asset Services by 11:00 a.m. on 17 April 2014.

3.7 Registration in names of Qualifying Shareholders A Qualifying Shareholder who wishes to have all the New Shares to which he is entitled registered in his name must accept and make payment for such allotment in accordance with the provisions set out in this document and the Provisional Allotment Letter but need take no further action. A share certificate is expected to be sent to such Qualifying Shareholders by no later than 11:00 a.m. on 30 April 2014.

3.8 Registration in names of persons other than Qualifying Shareholders originally entitled In order to register Fully Paid Rights in certificated form in the name of someone other than the Qualifying Shareholders originally entitled, the renouncee or his agent(s) must complete Form Y on the Provisional Allotment Letter (unless the renouncee is a CREST member who wishes to hold such New Shares in uncertificated form, in which case Form X and the CREST Deposit Form must be completed (see paragraph 3.9 below) and deliver the entire Provisional Allotment Letter, when fully paid, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by not later than the latest time for registration of renunciations, which is expected to be 11:00 a.m. on 17 April 2014. Registration cannot be effected unless and until the New Shares comprised in a Provisional Allotment Letter are fully paid. The New Shares comprised in several renounced Provisional Allotment Letters may be registered in the name of one holder (or joint holders) if Form Y on the Provisional Allotment Letter is completed on one Provisional Allotment Letter (the ‘‘Principal Letter’’) and all the Provisional Allotment Letters are

87 delivered in one batch. Details of each Provisional Allotment Letter (including the Principal Letter) should be listed in the Consolidated Listing Form adjacent to Forms X and Y of the Principal Letter and the allotment number of the Principal Letter should be entered in the space provided on each of the other Provisional Allotment Letters.

3.9 Deposit of Nil Paid Rights or Fully Paid Rights into CREST The Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter may be converted into uncertificated form, that is, deposited into CREST (whether such conversion arises as a result of a renunciation of those Rights or otherwise). Similarly, Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is, withdrawn from CREST. Subject as provided in this paragraph 3.9 or in the Provisional Allotment Letter, normal CREST procedures and timings apply in relation to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures. The procedure for depositing the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter into CREST, whether such Rights are to be converted into uncertificated form in the name(s) of the person(s) whose name(s) and address(es) appear on page 1 of the Provisional Allotment Letter or in the name of a person or persons to whom the Provisional Allotment Letter has been renounced, is as follows: Form X and the CREST Deposit Form (both set out in the Provisional Allotment Letter) will need to be completed and the Provisional Allotment Letter must be deposited with the CCSS. In addition, the normal CREST Stock Deposit procedures will need to be carried out, except that: (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS; and (b) only the whole of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be deposited into CREST. If you wish to deposit only some of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter into CREST, you must first apply for split Provisional Allotment Letters. If the Rights represented by more than one Provisional Allotment Letter are to be deposited, the CREST Deposit Form on each Provisional Allotment Letter must be completed and deposited. A consolidation listing form (as defined in the CREST Regulations) must not be used. A holder of the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter who is proposing to convert those Rights into uncertificated form (whether following a renunciation of such Rights or otherwise) is recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Nil Paid Rights or Fully Paid Rights in CREST following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11:00 a.m. on 17 April 2014. In particular, having regard to processing times in CREST and on the part of Capita Asset Services, the latest recommended time for depositing a renounced Provisional Allotment Letter (with Form X and the CREST Deposit Form in the Provisional Allotment Letter duly completed) with the CCSS (in order to enable the person acquiring the Nil Paid Rights or Fully Paid Rights in CREST as a result of the conversion to take all necessary steps in connection with taking up the entitlement prior to 11:00 a.m. on 17 April 2014) is 3:00 p.m. on 14 April 2014. When Form Y and the CREST Deposit Form (both in the Provisional Allotment Letter) have been completed, title to the Nil Paid Rights or the Fully Paid Rights represented by the Provisional Allotment Letter will cease forthwith to be renounceable or transferable by delivery and for the avoidance of doubt any entries in Form X of the Provisional Allotment Letter will not be recognised or acted upon by Capita Asset Services. All renunciations or transfers of the Nil Paid Rights or Fully Paid Rights must be effected through the means of the CREST system once such Rights have been deposited into CREST. CREST Sponsored Members should contact their CREST Sponsor as only their CREST Sponsor will be able to take the necessary action to take up the entitlement or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST Sponsored Members.

3.10 Issue of New Shares in definitive form Definitive share certificates in respect of the New Shares to be held in certificated form are expected to be despatched by post by 30 April 2014 at the risk of the person(s) entitled to them, to accepting Qualifying Non-CREST Shareholders and renounces or their agents or, in the case of joint holdings, to the first- named Shareholder at their registered address (unless a lodging agent’s stamp or details appear in the relevant box of the Provisional Allotment Letter). After dispatch of definitive share certificates, Provisional Allotment Letters will cease to be valid for any purpose whatsoever. Pending despatch of

88 definitive share certificates, instruments of transfer of the New Shares will be certified by Capita Asset Services against the lodgement of fully paid Provisional Allotment Letters and/or, in the case of renunciations, against the Provisional Allotment Letters held by Capita Asset Services.

4 Action to be taken by Qualifying South African Shareholders 4.1 General 4.1.1 Qualifying South African Shareholders who hold their Shares in uncertificated form It is expected that Qualifying South African Shareholders who hold their Shares in uncertificated form (other than, subject to certain exceptions, Qualifying South African Shareholders resident in or with registered addresses in the United States or any of the Restricted Jurisdictions) will not receive a Form of Instruction and will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation which represent their entitlement to Nil Paid Rights, on 7 April 2014. Qualifying South African Shareholders who hold their Shares in uncertificated form that wish to participate in the Rights Issue must act in terms of the instructions received from their CSDP or broker. 4.1.2 Qualifying South African Shareholders who hold their Shares in certificated form It is expected that Qualifying South African Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, Qualifying South African Shareholders resident in or with registered addresses in the United States or any of the Restricted Jurisdictions) will have their Letters of Allocation which represent their entitlement to Nil Paid Rights credited to the account with the SA Registrar on 7 April 2014. Qualifying South African Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, Qualifying South African Shareholders resident in or with a registered address in the United States or any of the Restricted Jurisdictions) will receive a Form of Instruction. The personalised Form of Instruction, which constitutes a temporary document of title, sets out: (a) the holding of Existing Shares as at the SA Record Date on which the Qualifying South African Shareholder’s entitlement to New Shares has been based; (b) the aggregate number and the South African Issue Price of New Shares in certificated form which have been provisionally allotted to the Qualifying South African Shareholder; and (c) the procedures to be followed if the Qualifying South African Shareholder wishes to exercise his Nil Paid Rights, or sell or renounce all or part of his Letters of Allocation and instructions regarding payment. The latest time and date for acceptance and payment in full will be 12:00 p.m. (Johannesburg time) on 17 April 2014.

4.2 Procedure for acceptance of the Rights Issue 4.2.1 Qualifying South African Shareholders who hold their Shares in uncertificated form Qualifying South African Shareholders who hold their Shares in uncertificated form must instruct their CSDP or broker as to whether they are Qualifying South African Shareholders and wish to participate in the Rights Issue to enable their CSDP or broker to act on their behalf in terms of the custody agreement entered into between the relevant Qualifying South African Shareholder and the CSDP or broker. 4.2.2 Qualifying South African Shareholders who hold their Shares in certificated form Full details of the procedure for the exercise of Nil Paid Rights and payment are contained in the relevant Forms of Instruction to be sent to Qualifying South African Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, Qualifying South African Shareholders resident in or with registered addresses in the United States or any of the Restricted Jurisdictions). The following should be noted: (a) Qualifying South African Shareholders may subscribe for a lesser number of New Shares than their full entitlement and must indicate the number of New Shares for which they wish to subscribe on the Form of Instruction;

89 (b) any instruction to sell or renounce all or part of their Letters of Allocation in favour of another person may only be made by a Qualifying South African Shareholder who holds their Shares in certificated form by means of the Form of Instruction; (c) the properly completed Form of Instruction and payment of the aggregate South African Issue Price for any New Shares must, subject to the rest of this paragraph 4.2.2, be made by cheque (crossed, marked ‘‘not transferable’’ and with the words ‘‘or bearer’’ deleted) or a banker’s draft (drawn by a registered bank in South Africa) in Rand and made payable to ‘‘Computershare Investor Services Proprietary Limited on behalf of Intu Properties’’ must be delivered by hand or posted to the SA Registrar at either of the addresses referred to in paragraph 4.6.2 of this Section 2 of this Part III to be received by not later than 12:00 p.m. (Johannesburg time) on 17 April 2014, and the receipt of which by the SA Registrar will constitute an irrevocable acceptance by such Qualifying South African Shareholders to take up their Nil Paid Rights, save as required by statute. Qualifying South African Shareholders are advised to take postal delivery times into consideration if posting their Form of Instruction, as no late postal deliveries will be accepted. Where possible, Qualifying South African Shareholders who hold their Shares in certificated form are advised to deliver their completed Form of Instruction together with cheque or banker’s draft to the SA Registrar by hand or by courier. Each cheque or banker’s draft will be deposited immediately upon collection. The Company may, at its discretion, elect to accept payment by way of electronic fund transfer. If it elects to accept payment in such manner, further details will be included in the Form of Instruction; (d) should the requisite cheque or banker’s draft not accompany the completed Form of Instruction, the SA Registrar will treat the application for the subscription of New Shares as invalid; (e) payment must be made by way of (i) cheque, (ii) banker’s draft or (iii) if the Company so elects, by electronic funds transfer in accordance with the terms and conditions set out in this document and the Form of Instruction. Should any cheque or banker’s draft be dishonoured, or should payment in full not be received for any reason whatsoever the Company may in its sole discretion, without prejudice to any other rights it may have, regard the application to subscribe for New Shares and the duly completed Form of Instruction as null and void and/or take such other steps in regard thereto as it deems fit; and (f) if any Form of Instruction or cheque or banker’s draft is not received as set out above, the Nil Paid Rights will be deemed to have been declined by the Qualifying Shareholder to whom the Form of Instruction is addressed and the right to subscribe for the New Shares offered to the addressee or renounced in favour of another person in terms of such Form of Instruction will lapse, no matter who then holds it.

4.3 Procedure for sale of Letters of Allocation Qualifying South African Shareholders not wishing to exercise and/or renounce all or part of their Nil Paid Rights may sell all or part of their Letters of Allocation. Alternatively, such Qualifying South African Shareholders may allow all or part of their Nil Paid Rights to lapse. 4.3.1 Qualifying South African Shareholders who hold their Shares in uncertificated form Qualifying South African Shareholders who hold their Shares in uncertificated form must instruct their CSDP or broker as to whether they are Qualifying South African Shareholders and wish to sell their Letters of Allocation to enable the CSDP or broker to act on their behalf in terms of the custody agreement entered into between the relevant Qualifying South African Shareholder and the CSDP or broker. 4.3.2 Qualifying South African Shareholders who hold their Shares in certificated form Qualifying South African Shareholders who hold their Shares in certificated form wishing to sell all or part of their Letters of Allocation in respect of some or all their Nil Paid Rights as reflected in the relevant Form of Instruction must complete Form A of the relevant Form of Instruction and return it to the SA Registrar in accordance with the instructions contained therein, to be received by no later than 12:00 p.m. (Johannesburg time) on 10 April 2014. The SA Registrar will endeavour to procure the sale of the Letters of Allocation on the JSE on behalf of such Qualifying South African Shareholder and will remit the proceeds in accordance with the payment instructions reflected on the

90 Form of Instruction, provided that such proceeds, net of brokerage charges and associated expenses, are in excess of the ZAR equivalent of £5.00 (at the spot rate on the effective date of such sale, if any). Qualifying South African Shareholders who hold their Shares in certificated form should note that the closer to the above deadline that they instruct the SA Registrar to sell their Letters of Allocation, the less opportunity the SA Registrar will have to sell their Letters of Allocation at a profit or at all. None of the Company, the SA Registrar or any broker appointed by them will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising out of the timing of such sale, the price obtained or any failure to sell such Letters of Allocation. References in this paragraph 4.3.2 to a Qualifying South African Shareholder who holds their Shares in certificated form include references to such shareholder’s renouncees, the person or persons executing the Form of Instruction and any person or persons on whose behalf such person or persons executing the Form of Instruction is or are acting. In the event of more than one person executing the Form of Instruction the provisions of this paragraph 4.3.2 shall apply jointly and severally.

4.4 Procedure for renunciation of Letters of Allocation Qualifying South African Shareholders not wishing to sell all or part of their Letters of Allocation or to exercise all or part of their Nil Paid Rights may renounce all or part of the Letters of Allocation in respect of the remaining Nil Paid Rights in favour of another person, who may then take up the Nil Paid Rights represented by such renounced Letters of Allocation. Alternatively, such Qualifying South African Shareholders may allow all or part of their Nil Paid Rights to lapse. 4.4.1 Qualifying South African Shareholders who hold their Shares in uncertificated form Qualifying South African Shareholders who hold their Shares in uncertificated form must instruct their CSDP or broker as to whether they are Qualifying South African Shareholders and wish to renounce their Letters of Allocation to enable the CSDP or broker to act on their behalf in terms of the custody agreement between the relevant Qualifying South African Shareholder and the CSDP or broker. 4.4.2 Qualifying South African Shareholders who hold their Shares in certificated form Qualifying South African Shareholders who hold their Shares in certificated form who do not wish to sell all or part of their Letters of Allocation in respect of some or all of the Nil Paid Rights reflected in the relevant Form of Instruction and who do not wish to subscribe for all of the New Shares offered in terms of the Form of Instruction, and wish to renounce all or part of the Letters of Allocation in favour of another person, must complete Form B of their Form of Instruction and the person in whose favour such Letters of Allocation have been renounced who wishes to subscribe for the New Shares in terms of the Rights Issue must complete Form C of the relevant Form of Instruction and lodge the Form of Instruction together with their payment of the aggregate South African Issue Price to the SA Registrar at either of the addresses set out in paragraph 4.6.2 below to be received by no later than 12:00 p.m. (Johannesburg time) on 17 April 2014 in accordance with the instructions contained herein and in the Form of Instruction. The lodging of the Form of Instruction, with Form B of the relevant Form of Instruction purporting to be signed by the Qualifying South African Shareholder whose name appears thereon and Form C of the relevant Form of Instruction purporting to be signed by the renouncee(s) whose name(s) appear(s) thereon, will be taken to be conclusive evidence of the right of the: (a) Qualifying South African Shareholders to deal with the Form of Instruction; and (b) renouncee(s) to have the New Shares in question allotted to him/them and to receive a certificate in respect of those New Shares. The Company will not be obliged to investigate whether Forms B and C of the relevant Form of Instruction have been properly signed or completed or to investigate any facts surrounding the signing or lodging of either form. Any person in whose favour Letters of Allocation have been renounced must: (i) be a person who is not, subject to certain exceptions, resident or with a registered address in the United States or any of the Restricted Jurisdictions; and

91 (ii) not be subject to the laws or regulations of a country under which its participation in the Rights Issue would be prohibited or subject to any restrictions imposed by that country’s laws and regulations, either collectively or individually.

4.5 Partial acceptance, renunciation and/or sale Qualifying South African Shareholders may exercise only a portion of their Nil Paid Rights and renounce and/or sell the Letters of Allocation representing their remaining Nil Paid Rights and/or allow their remaining Nil Paid Rights to lapse. 4.5.1 Qualifying South African Shareholders who hold their Shares in uncertificated form Qualifying South African Shareholders who hold their Shares in uncertificated form must instruct their CSDP or broker as to whether they are Qualifying South African Shareholders and wish to exercise only a portion of their Nil Paid Rights and renounce and/or sell the Letters of Allocation in respect of their remaining Nil Paid Rights and/or allow their remaining Nil Paid Rights to lapse, to enable the CSDP or broker to act on their behalf in terms of the custody agreement entered into between the relevant Qualifying South African Shareholder and the CSDP or broker. 4.5.2 Qualifying South African Shareholders who hold their Shares in certificated form Qualifying South African Shareholders who hold their Shares in certificated form and wish to exercise only a portion of their Nil Paid Rights and wish to renounce and/or sell the Letters of Allocation in respect of their remaining Nil Paid Rights and/or allow their remaining Nil Paid Rights to lapse must indicate on the relevant Form of Instruction the number of New Shares for which they wish to subscribe and/or complete Form A of their Form of Instruction indicating the number of their Letters of Allocation they wish to sell and/or complete Form B of their Form of Instruction indicating the number of Letters of Allocation that they wish to renounce, as applicable and, in the event that that they wish to renounce any portion of their Letters of Allocation then the person in whose favour such Letters of Allocation have been renounced and who wishes to exercise the Nil Paid Rights represented by such renounced Letters of Allocation and subscribe for the New Shares in terms of the Rights Issue must complete Form C of the relevant Form of Instruction. The Form of Instruction must be received by the SA Registrar at one of the addresses referred to in paragraph 4.6.2 below by no later than 12:00 p.m. (Johannesburg time) on 10 April 2014 if Qualifying South African Shareholders want to sell any of their Letters of Allocation, and by no later than 12:00 p.m. (Johannesburg time) on 17 April 2014 if Qualifying South African Shareholders do not want to sell any of their Letters of Allocation but want to exercise a portion of their Nil Paid Rights and renounce the Letters of Allocation in respect of their remaining Nil Paid Rights and/or allow their remaining Nil Paid Rights to lapse. In this regard, the other procedures and instructions in the Form of Instruction will apply to each of the actions taken by Qualifying South African Shareholders who hold their Shares in certificated form.

4.6 Payment 4.6.1 Qualifying South African Shareholders who hold their Shares in uncertificated form Qualifying South African Shareholders who hold their Shares in uncertificated form who wish to subscribe for New Shares must, in making payment, act in terms of the instructions received from their CSDP or broker. 4.6.2 Qualifying South African Shareholders who hold their Shares in certificated form Payment by Qualifying South African Shareholders who hold their Shares in certificated form who wish to subscribe for New Shares must, together with their duly completed Form of Instruction, lodge a cheque (crossed, marked ‘‘not transferable’’ and with the words ‘‘or bearer’’ deleted) or a banker’s draft (drawn on a bank registered in South Africa) for the aggregate South African Issue Price for the New Shares for which they are subscribing made payable to ‘‘Computershare Investor Services

92 Proprietary Limited on behalf of Intu Properties’’ for the amounts payable, in Rand, with the SA Registrar as follows: Delivered to: Posted to: Computershare Investor Services (Proprietary) Computershare Investor Services (Proprietary) Limited Limited 70 Marshall Street PO Box 61763 Johannesburg 2001 Marshalltown 2107 South Africa South Africa so as to be received by the SA Registrar by no later than 12:00 p.m. (Johannesburg time) on 17 April 2014. Should any cheque or banker’s draft be dishonoured, or should payment in full not be received for any reason whatsoever, Intu may, in consultation with the Underwriters and without prejudice to any other rights it may have, regard the application to subscribe for New Shares and the completed Form of Instruction as null and void or take such steps in regard thereto as it deems fit. 4.6.3 Company’s discretion as to validity of acceptances In respect of Qualifying South African Shareholders who hold their Shares in certificated form, if payment is not received in full by 12:00 p.m. (Johannesburg time) on 17 April 2014, the provisional allotment of New Shares will be deemed to have been declined and will lapse. The Company and the Underwriters may (in their absolute discretion) treat a Form of Instruction as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney (where required). The Company and the Underwriters reserve the right to treat as invalid any acceptance or purported acceptance of the offer of New Shares that appears to the Company and the Underwriters or their respective agents to have been executed in, despatched from or that provides an address for the delivery of definitive share certificates for New Shares in the United States or a Restricted Jurisdiction. A Qualifying South African Shareholder holding their shares in certificated form who validly accepts the offer of New Shares and makes payment in accordance with this paragraph 4.6.3 is deemed to request that the New Shares to which they will become entitled be issued to him on the terms set out in this document and subject to the Company’s Articles. 4.6.4 Currency for payment Qualifying South African Shareholders are being offered New Shares at an South African Issue Price of ZAR32.28 per New Share. South African Exchange Control Regulations do not generally permit residents of the Common Monetary Area to make payments of this nature in currencies other than Rand but if these regulations and the laws and regulations applying to the SA Register allow you to take up your Nil Paid Rights and subscribe for New Shares at the UK Issue Price of 180 pence per New Share, then the Company may at its discretion seek to facilitate this.

4.7 Lapsing of Nil Paid Rights Qualifying South African Shareholders who do not want to take up any of their Nil Paid Rights to subscribe for New Shares and do not want to sell or renounce their Letters of Allocation do not need to do anything. Nil Paid Rights that are not taken up will be dealt with in accordance with paragraph 6 of this Section 2 of this Part III. If Qualifying South African Shareholders do not take up their Nil Paid Rights, although they continue to own the same number of Shares, their percentage holding in Intu will be diluted.

4.8 Dealings in Letters of Allocation Subject to the Rights Issue otherwise becoming unconditional, dealings on the Main Board of the JSE in the Letters of Allocation on a deferred settlement basis are expected to commence at 9:00 a.m. (Johannesburg time) on 31 March 2014.

4.9 Representations and warranties of Qualifying South African Shareholders Qualifying South African Shareholder holding their Shares in certificated form who accept and/or renounce their Forms of Instruction also make the representations and warranties set out in

93 paragraph 9.8.1 of this Section 2 of this Part III and Qualifying South African Shareholders holding their Shares in uncertificated form who make a valid acceptance in accordance with this Section 2 of this part III also make the representations and warranties set out in paragraph 9.8.2 of this Section 2 of this Part III.

4.10 Compliance with the Financial Intelligence Centre Act, 2001 A Qualifying South African Shareholder shall, upon request, provide the SA Registrar with any documentation required by the SA Registrar, or any other party, for the purpose of complying with any obligations which they may have under or in connection with the Financial Intelligence Centre Act, 2001.

5 Action to be taken in relation to Nil Paid Rights or Fully Paid Rights in CREST 5.1 General It is expected that each Qualifying CREST Shareholder, other than, subject to certain exceptions, Shareholders with a registered address, or resident in, the United States or the Restricted Jurisdictions, will receive a credit to his CREST stock account of his entitlement to Nil Paid Rights on 31 March 2014. The CREST stock account to be credited will be an account under the Participant ID and member account ID that apply to the Existing Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Nil Paid Rights are provisionally allotted. The Nil Paid Rights will constitute a separate security for the purposes of CREST and can accordingly be transferred, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST. If for any reason it is impracticable to credit the stock accounts of Qualifying CREST Shareholders or to enable the Nil Paid Rights by 11:00 a.m. on 31 March 2014, Provisional Allotment Letters shall, unless the Company determines otherwise, be sent out in substitution for the Nil Paid Rights which have not been so credited or enabled and the expected timetable as set out in this document may be adjusted as appropriate. References to dates and times in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service approved by the UKLA giving details of the revised dates but Qualifying CREST Shareholders may not receive any further written communication. CREST Members who wish to take up all or part of, or otherwise to transfer, all or part of their Nil Paid Rights and/or Fully Paid Rights held by them in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST Sponsored Member, you should consult your CREST Sponsor if you wish to take up your entitlement as only your CREST Sponsor will be able to take the necessary action to take up your entitlements or otherwise to deal with your Nil Paid Rights or Fully Paid Rights. The Nil Paid Rights constitute a separate security for the purposes of CREST and will be admitted to CREST and enabled for settlement. Applications in respect of Nil Paid Rights may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Transactions identified by the CREST Claims Processing Unit as ‘‘cum’’ the Rights Issue entitlement will generate an appropriate market claim transaction and the relevant Rights Issue entitlement(s) will thereafter be transferred accordingly.

5.2 Procedure for acceptance and payment 5.2.1 MTM instructions CREST Members who wish to take up all or part of their entitlement in respect of Nil Paid Rights in CREST must send (or, if they are CREST Sponsored Members, procure that their CREST Sponsor sends) an MTM instruction to Euroclear UK & Ireland which, on its settlement, will have the following effect: (a) the crediting of a stock account of Capita Asset Services under the Participant ID and member account ID specified below, with the number of Nil Paid Rights to be taken up; (b) the creation of a settlement bank payment obligation (as this term is defined in the CREST Manual), in accordance with the CREST RTGS payment mechanism (as this term is defined in the CREST Manual), in favour of the RTGS settlement bank (as this term is defined in the CREST Manual) of Capita Asset Services in pounds sterling, in respect of the full amount payable on acceptance in respect of the Nil Paid Rights referred to in paragraph (a) above; and

94 (c) the crediting of a stock account of the accepting CREST Member (being an account under the same Participant ID and member account ID as the account from which the Nil Paid Rights are to be debited on settlement of the MTM instruction) of the corresponding number of Fully Paid Rights to which the CREST Member is entitled on taking up his Nil Paid Rights referred to in paragraph (a) above. 5.2.2 Contents of MTM instructions The MTM instruction must be properly authenticated in accordance with Euroclear UK & Ireland specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details: (a) the number of Nil Paid Rights to which the acceptance relates; (b) the Participant ID of the accepting CREST Member; (c) the member account ID of the accepting CREST Member from which the Nil Paid Rights are to be debited; (d) the Participant ID of Capita Asset Services, in its capacity as a CREST receiving agent. This is 7RA33; (e) the member account ID of Capita Asset Services, in its capacity as a CREST receiving agent. This is 28182INT; (f) the number of Fully Paid Rights that the CREST Member is expecting to receive on settlement of the MTM instruction. This must be the same as the number of Nil Paid Rights to which the acceptance relates; (g) the amount payable by means of the CREST assured payment arrangements on settlement of the MTM instruction. This must be the full amount payable on acceptance in respect of the number of Nil Paid Rights to which the acceptance relates; (h) the intended settlement date (which must be on or before 11:00 a.m. on 17 April 2014); (i) the Nil Paid Rights ISIN. This is GB00BKJ9QX26; (j) the Fully Paid Rights ISIN. This is GB00BKJ9QY33; (k) the Corporate Action Number (as this term is defined in the CREST Manual) for the Rights Issue. This will be available by viewing the relevant corporate action details in CREST; (l) a priority of at least 80; and (m) the contact name and telephone numbers in the shared notes field. 5.2.3 Valid acceptance An MTM instruction complying with each of the requirements as to authentication and contents set out in paragraph 5.2.2 above will constitute a valid acceptance where either: (a) the MTM instruction settles by not later than 11:00 a.m. on 17 April 2014; or (b) at the discretion of the Company (i) the MTM instruction is received by Euroclear UK & Ireland by not later than 11:00 a.m. on 17 April 2014; and (ii) the number of Nil Paid Rights inserted in the MTM instruction is credited to the CREST stock member account of the accepting CREST Member specified in the MTM instruction at 11:00 a.m. on 17 April 2014; and (iii) the relevant MTM instruction settles by 2:00 p.m. on 17 April 2014 (or such later time and/or date as the Company has determined). An MTM instruction will be treated as having been received by Euroclear UK & Ireland for these purposes at the time at which the instruction is processed by the Network Provider’s Communications Host (as this term is defined in the CREST Manual) at Euroclear UK & Ireland of the network provider used by the CREST Member (or by the CREST Sponsored Member’s CREST Sponsor). This will be conclusively determined by the input time stamp applied to the MTM instruction by the Network Provider’s Communications Host. 5.2.4 Representations, warranties and undertakings of CREST Members A CREST Member or CREST Sponsored Member who makes a valid acceptance in accordance with this paragraph 5.2 represents, warrants and undertakes to the Company that he has taken (or

95 procured to be taken), and will take (or will procure to be taken), whatever action is required to be taken by him or by his CREST Sponsor (as appropriate) to ensure that the MTM instruction concerned is capable of settlement at 11:00 a.m. on 17 April 2014 and remains capable of settlement at all times after that until 2:00 p.m. on 17 April 2014 (or until such later time and/or date as the Company and the Underwriters may determine). In particular, the CREST Member or CREST Sponsored Member represents, warrants and undertakes that at 11:00 a.m. on 17 April 2014 and at all times thereafter until 2:00 p.m. on 17 April 2014 (or until such later time and date as the Company and the Underwriters may determine) there will be sufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account to be debited with the amount payable on acceptance to permit the MTM instruction to settle. CREST Sponsored Members should contact their CREST Sponsor if they are in any doubt. A CREST Members or CREST Sponsored Member who makes a valid acceptance in accordance with this paragraph 5.2 also makes the representations and warranties set out in paragraph 9.8.2 of this Section 2 of this Part III, except in the circumstances described in that paragraph. If there is insufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account of a CREST Member or CREST Sponsored Member for such amount to be debited or the CREST Member’s or CREST Sponsored Member’s acceptance is otherwise treated as invalid and New Shares have already been allotted to such CREST Member or CREST Sponsored Member, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST Member or CREST Sponsored Member and hold the proceeds of sale (net of the Company’s reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by the CREST Member or CREST Sponsored Member pursuant to the provisions of this Section 2 of this Part III in respect of the subscription of such shares) on behalf of such CREST Member or CREST Sponsored Member. In these circumstances, neither the Company nor any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such CREST Member or CREST Sponsored Member as a result. By making a valid acceptance in accordance with the procedures set out in this paragraph 5.2, a Qualifying CREST Shareholder agrees and acknowledges that (i) the Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Rights Issue and the listing of the New Shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients for providing advice in connection with the Rights Issue, Admission or the contents of this document; and (ii) apart from the responsibilities and liabilities, if any, which may be imposed on any of the Joint Bookrunners by the FSMA, none of the Joint Bookrunners has any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, the Company or any other person, or on behalf of them in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Shares or the Rights Issue. None of the Joint Bookrunners shall have any liability whatsoever to such Qualifying Shareholder, whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement. 5.2.5 CREST procedures and timings CREST Members and CREST Sponsors (on behalf of CREST Sponsored Members) should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of an MTM instruction and its settlement in connection with the Rights Issue. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST Sponsored Member, to procure that his CREST Sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 11:00 a.m. on 17 April 2014. In connection with this, CREST Members and (where applicable) CREST Sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

96 5.2.6 CREST Member’s undertaking to pay A CREST Member or CREST Sponsored Member who makes a valid acceptance in accordance with the procedures set out in this paragraph 5.2: (a) undertakes to pay to the Company or procure the payment to the Company of, the amount payable in pounds sterling on acceptance in accordance with the above procedures or in such other manner as the Company may require (it being acknowledged that, where payment is made by means of the RTGS payment mechanism, (as defined in the CREST Manual), the creation of a RTGS settlement bank (as defined in the CREST Manual) payment obligation in pounds sterling in favour of Capita Asset Services’ RTGS settlement bank (as defined in the CREST Manual), in accordance with the RTGS payment mechanism shall, to the extent of the obligation so created, discharge in full the obligation of the CREST Member (or CREST Sponsored Member) to pay to the Company the amount payable on acceptance); and (b) requests that the Fully Paid Rights and/or New Shares, to which they will become entitled, be issued to them on the terms set out in this document and subject to the Memorandum of Association and Articles. Qualifying CREST Shareholders agree that the UK Registrar will hold such moneys on trust for the Company. If the payment obligations of the relevant CREST Member in relation to such New Shares are not discharged in full and such New Shares have already been issued to the CREST Member or CREST Sponsored Member, the Company may (in its absolute discretion as to the manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST Member or CREST Sponsored Member and hold the proceeds of sale (net of the Company’s reasonable estimate of any loss it has suffered as a result of the same and of the expenses of the same including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by the CREST Member or CREST Sponsored Member pursuant to the provisions of this Section 2 of this Part III in respect of the subscription of such shares) or an amount equal to the original payment of the CREST Member or CREST Sponsored Member (whichever is lower) on trust for such CREST Member or CREST Sponsored Member. In these circumstances, neither the Company nor any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by any CREST Member or CREST Sponsored Member as a result. 5.2.7 Discretion as to rejection and validity of acceptances The Company may agree in its absolute sole discretion to: (a) reject any acceptance constituted by an MTM instruction, which is otherwise valid, in the event of breach of any of the representations, warranties and undertakings set out or referred to in this paragraph 5.2. Where an acceptance is made as described in this paragraph 5.2 which is otherwise valid, and the MTM instruction concerned fails to settle by 2:00 p.m. on 17 April 2014 (or by such later time and/or date as the Company and the Underwriters may determine), the Company and the Underwriters shall be entitled to assume, for the purposes of their right to reject an acceptance as described in this paragraph 5.2, that there has been a breach of the representations, warranties and undertakings set out or referred to in this paragraph 5.2; (b) treat as valid (and binding on the CREST Member or CREST Sponsored Member concerned) an acceptance which does not comply in all respects with the requirements as to validity set out or referred to in this paragraph 5.2; (c) accept an alternative properly authenticated arrangement instruction from a CREST Member or (where applicable) a CREST Sponsor as constituting a valid acceptance in substitution for, or in addition to, an MTM instruction and subject to such further terms and conditions as the Company and the Underwriters may determine; (d) treat a properly authenticated arrangement instruction (the ‘‘first instruction’’) as not constituting a valid acceptance if, at the time at which Capita Asset Services receives a properly authenticated arrangement instruction giving details of the first instruction, either the Company or Capita Asset Services has received actual notice from Euroclear UK & Ireland of any of the matters specified in CREST Regulation 35(5)(a) in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and (e) accept an alternative instruction or notification from a CREST Member or (where applicable) a CREST Sponsor, or extend the time for acceptance and/or settlement of an MTM instruction or any alternative instruction or notification if, for reasons or due to circumstances outside the

97 control of any CREST Member or CREST Sponsored Member or (where applicable) CREST Sponsor, the CREST Member or CREST Sponsored Member is unable validly to take up all or part of his Nil Paid Rights by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of facilities and/or systems operated by Capita Asset Services in connection with CREST.

5.3 Money Laundering Regulations If you hold your Nil Paid Rights in CREST and apply to take up all or part of your entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a bank, a broker or another UK financial institution), then, irrespective of the value of the application, Capita Asset Services is required to take reasonable measures to establish the identity of the beneficial owner or ultimate controller of the person or persons on whose behalf you are making the application. Such Qualifying CREST Shareholders must therefore contact Capita Asset Services before sending any MTM instruction or other instruction so that appropriate measures may be taken. Submission of an MTM instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to Capita Asset Services any information Capita Asset Services may specify as being required for the purposes of the verification of the identity requirements in the Money Laundering Regulations or the FSMA. Pending the provision of evidence satisfactory to Capita Asset Services as to identity, Capita Asset Services, having consulted with the Company, may take, or omit to take, such action as it may determine to prevent or delay settlement of the MTM instruction. If satisfactory evidence of identity has not been provided within a reasonable time, Capita Asset Services will not permit the MTM instruction concerned to proceed to settlement without prejudice to the right of the Company to take proceedings to recover any loss suffered by it/them as a result of failure by the applicant to provide satisfactory evidence.

5.4 Dealings in Nil Paid Rights Dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence at 8:00 a.m. on 31 March 2014. A transfer (in whole or part) of Nil Paid Rights can be made by means of CREST in the same manner as any other security that is admitted to CREST. The Nil Paid Rights are expected to be disabled in CREST after the close of CREST business on 17 April 2014.

5.5 Dealings in Fully Paid Rights After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document and (where appropriate) the Provisional Allotment Letter, the Fully Paid Rights may be transferred (in whole or in part) by means of CREST in the same manner as any other security that is admitted to CREST. The last date for settlement of any transfer of Fully Paid Rights in CREST is expected to be 11:00 a.m. on 17 April 2014. The Fully Paid Rights are expected to be disabled in CREST after the close of CREST business on 17 April 2014. After 17 April 2014, the New Shares will be registered in the name(s) of the person(s) entitled to them in the Company’s register of members and will be transferable by means of CREST in the usual way.

5.6 Withdrawal of Nil Paid Rights or Fully Paid Rights from CREST Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is, withdrawn from CREST. Normal CREST procedures (including timings) apply in relation to any such conversion. The recommended latest time for receipt by Euroclear UK & Ireland of a properly authenticated dematerialised instruction requesting withdrawal of Nil Paid Rights or, if appropriate, Fully Paid Rights from CREST is 4:30 p.m. on 11 April 2014, so as to enable the person acquiring or (as appropriate) holding the Nil Paid Rights or, if appropriate, the Fully Paid Rights following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11:00 a.m. on 17 April 2014. You are recommended to refer to the CREST Manual for details of such procedures.

5.7 Issue of New Shares in CREST Fully Paid Rights in CREST are expected to be disabled in CREST after the close of CREST business on 17 April 2014 (being the latest date for the settlement of Fully Paid Rights in CREST). New Shares (in

98 definitive form) will be issued in uncertificated form to those persons registered as holding Fully Paid Rights in CREST at the close of business on the date on which the Fully Paid Rights are disabled. Capita Asset Services will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of those persons (under the same Participant ID and member account ID that applied to the Fully Paid Rights held by those persons) with their entitlements to New Shares with effect from the next Dealing Day (expected to be 22 April 2014).

5.8 Right to allot/issue in certificated form Despite any other provision of this document, the Company reserves the right to allot and to issue any Nil Paid Rights, Fully Paid Rights or New Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or of a part of the facilities and/or systems operated by the UK Registrar in connection with CREST.

6 Procedure in respect of Rights not taken up and withdrawal rights Procedure in respect of Rights not taken up If an entitlement to New Shares (whether in whole or in part) is not validly taken up in accordance with the procedure laid down for acceptance and payment, then that provisional allotment (or that part of the provisional allotment not taken up, as the case may be) will be deemed to have been declined and will lapse. The Joint Bookrunners shall use reasonable endeavours to procure, by not later than 4:00 p.m. on the second Dealing Day after 17 April 2014, subscribers for all of those New Shares not taken up at a price per New Share which is at least equal to the total of the UK Issue Price (or its equivalent in Rand at the time of sale) and the expenses of procuring the relevant subscribers (including any applicable brokerage and other commissions and any amounts attributable to VAT and currency conversion costs). Notwithstanding the above, the Joint Bookrunners may cease to endeavour to procure any such subscribers if, in the reasonable opinion of the Joint Bookrunners, it is unlikely that any such subscriber(s) can be so procured at such a price by such time. If and to the extent that subscribers for New Shares cannot be procured on the basis outlined above, the relevant New Shares will be acquired by the Joint Bookrunners at the UK Issue Price pursuant to the terms of the Underwriting Agreement. Any premium obtained over the aggregate of the UK Issue Price (or its equivalent in Rand at the time of sale) and the expenses of procuring subscribers (including any applicable brokerage and other commissions and any amounts attributable to VAT and currency conversion costs) shall be paid (subject as provided in this paragraph 6): (i) where the Nil Paid Rights were, at the time they lapsed, in certificated form on the UK Register, to the person whose name and address appeared on page 1 of the Provisional Allotment Letter relating to those Nil Paid Rights; (ii) where the Nil Paid Rights were, at the time they lapsed, in uncertificated form on the UK Register, to the person registered as the holder of those Nil Paid Rights at the time of their disablement in CREST; (iii) in respect of non-accepting Qualifying South African Shareholders, non-accepting transferees and non-accepting renounces (as the case may be), to the person registered as the holder of Shares as at the applicable Record Date; and (iv) to the extent not provided above, where an entitlement to New Shares was not taken up by an Overseas Shareholder, to such Overseas Shareholder. New Shares for which subscribers are procured on this basis will be re-allotted to such subscribers and the aggregate of any premiums (being the amount paid by such subscribers after deducting the UK Issue Price (or its equivalent in Rand at the time of sale, as the case may be) and the expenses of procuring such subscribers including any applicable brokerage and other commissions and any amounts attributable to VAT and currency conversion costs), if any, will be paid (without interest and after deducting currency conversion costs) to those persons entitled (as referred to above) pro rata to the relevant lapsed Nil Paid Rights, save that no payment will be made of amounts of less than £5.00 (or the equivalent in Rand on the relevant date), which amounts will be aggregated and ultimately paid to the Company. Payments will be made in pounds sterling where payable to Qualifying Non-CREST Shareholders and Qualifying CREST Shareholders (other than Qualifying South African Shareholders) and in Rand where payable to

99 Qualifying South African Shareholders and any currency conversions from pounds sterling to Rand or Rand to pounds sterling as appropriate shall be at the spot price on the relevant date (with such conversion rate to be determined by the Company in its absolute discretion). Cheques for the amounts due will be sent in pounds sterling or Rand (as applicable), by post, at the risk of the entitled person(s)), to their registered address(es) (the registered address of the first named in the case of joint holders), provided that where any entitlement concerned was held in CREST or Strate, the amount due will, unless the Company (in its absolute discretion) otherwise determines, be satisfied by the Company procuring the creation of an assured payment obligation in favour of the relevant CREST Member’s (or CREST Sponsored Member’s) RTGS settlement bank (as defined in the CREST Manual) in respect of the cash amount concerned in accordance with the RTGS payment mechanism (as defined in the CREST Manual) or procuring that the relevant CSDP or broker’s account is credited with the cash amount concerned. Any transactions undertaken pursuant to this paragraph 6 shall be deemed to have been undertaken at the request of the persons entitled to the lapsed provisional allotments and none of the Company, the Underwriters nor any other person procuring subscribers shall be responsible for any loss or damage (whether actual or alleged) arising from the terms of or timing of any subscription, any decision not to endeavour to procure subscribers or the failure to procure subscribers on the basis described above. The Underwriters will be entitled to retain any brokerage fees, commissions, or other benefits received in connection with these arrangements.

Withdrawal rights Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders or their renouncees who have the right to withdraw their acceptances under Section 87Q(4) of the FSMA after a supplementary prospectus (if any) has been published and who wish to exercise such right of withdrawal must deposit a written notice of withdrawal (which shall not include a notice sent by any form of electronic communication other than facsimile), which must include the full name and address of the person wishing to exercise such right of withdrawal and, if such person is a CREST Member, the Participant ID and the member account ID of such CREST Member, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or, after calling the UK Shareholder Helpline, in each case so as to be received before the end of the period of two Business Days beginning with the first Business Day after the date on which the supplementary prospectus (if any) was published. Notice of withdrawal of acceptance given by any other means or which is deposited with, or received by, the UK Registrar after the end of the period of two Business Days beginning with the first Business Day after the date on which the supplementary prospectus (if any) was published will be invalid. Qualifying South African Shareholders who hold their Shares in certificated form or their renouncees who wish to exercise such right of withdrawal after a supplementary prospectus (if any) has been published must do so by depositing a written notice of withdrawal (which shall not include a notice sent by any form of electronic communication other than facsimile) which must include the full name and address of the person wishing to exercise such right of withdrawal, to Computershare Investors Services (Proprietary) Limited by post to 70 Marshall Street, Johannesburg 2001, PO Box 61763, Marshalltown 2107, South Africa, by hand to 70 Marshall Street, Johannesburg 2001, South Africa, or by fax to +27 (0) 11 688 5210, in each case so as to be received before the end of the period of two Business Days beginning with the first Business Day after the date on which the supplementary prospectus (if any) was published. Notice of withdrawal of acceptance given by any other means or which is deposited with, or received by, the SA Registrar after the end of the period of two Business Days beginning with the first Business Day after the date on which the supplementary prospectus (if any) was published will be invalid. If such right to withdraw would apply at any time after the last date for valid acceptance, such date shall be postponed to a new date announced by the Company being not earlier than two Business Days following publication of any supplementary prospectus. Qualifying South African Shareholders who hold their Shares in uncertificated form who wish to exercise such right of withdrawal after a supplementary prospectus (if any) has been published should contact their CSDP or broker. Furthermore, the exercise of withdrawal rights will not be permitted after payment by the relevant person of his subscription price in full and the allotment of the New Shares to such person becoming unconditional, save as required by statute. In such circumstances, Shareholders are advised to consult their professional advisers, including their legal advisers, as this may be a matter of law.

100 Provisional allotments of entitlements to New Shares which are the subject of a valid withdrawal notice will be deemed to be declined and will therefore be subject to the provisions of this paragraph 6 as if the entitlement to New Shares had not validly been taken up. In such circumstances, to the extent that Shareholders have paid monies to the Company in respect of an acceptance which they wish to withdraw, the Company will remit such monies to Shareholders at their own risk and without interest, within 14 Business Days to the address set out in the Provisional Allotment Letter and/or the UK Registrar will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment. Any interest earned on such monies will be retained for the benefit of the Company.

7 Taxation Information on United Kingdom, South African and United States taxation with regard to the Rights Issue is set out in Part IX ‘‘Taxation’’ of this document and is intended only as a general guide to the current tax position in the United Kingdom, South Africa and the United States. If you are in any doubt as to your tax position, you should consult your own independent adviser immediately.

8 South African Exchange Control The following summary, which is not legal advice, is intended only as a guide and is, therefore, not comprehensive. If Shareholders are in any doubt as to the appropriate course of action, they are advised to consult their professional advisers.

8.1 Qualifying Shareholders who hold Shares on the UK Register and are resident in or emigrants from the CMA 8.1.1 General Subject to the further provisions of paragraphs 8.2 and 8.3 below, those Qualifying Shareholders who hold Shares on the UK Register that are currently resident or were previously resident in the CMA (that is, emigrants) are subject to Exchange Control Regulations and cannot participate in the Rights Issue in the United Kingdom without obtaining the specific approval of the Financial Surveillance Department to do so. 8.1.2 Residents in the CMA Individual South African Resident Shareholders are granted a foreign investment allowance of ZAR4 million per calendar year per private individual who is a taxpayer in good standing over the age of 18 and where such Shareholder has not fully utilised that foreign investment allowance for the period, he may, with the authorisation of an Authorised Dealer in foreign exchange, utilise the foreign investment allowance to participate in the Rights Issue in the United Kingdom. Furthermore, where a South African Resident Shareholder holds funds outside South Africa with the approval of the Financial Surveillance Department, those funds may be utilised to participate in the Rights Issue in the United Kingdom. South African retirement funds, long term insurers, collective investment scheme management companies and investment managers who have the required Exchange Control approval may participate in the Rights Issue in the United Kingdom, subject to the following (as well as the restrictions set out in paragraph 4 of this Section 2 of this Part III): (a) currently, foreign portfolio investments by South African institutional investors can be made subject to certain limits based on an institution’s total retail assets. The foreign exposure of retail assets may not exceed 25 per cent. in the case of retirement funds and underwritten policy business of long term insurers. Collective investment scheme management companies, investment managers registered with the Financial Services Board of South Africa as discretionary managers for exchange control purposes and the investment-linked business of long term insurers are restricted to 35 per cent. of total retail assets under management; and (b) where a South African institutional investor has fully utilised its capacity to invest outside South Africa, they will not be permitted to participate in the Rights Issue in the United Kingdom. In order for Qualifying Shareholders that are currently resident in the CMA to participate in the Rights Issue in the United Kingdom using their foreign investment allowance, they need to obtain a banker’s draft in pounds sterling from their banker (in its capacity as an Authorised Dealer in foreign

101 exchange) who will prepare that banker’s draft provided he is satisfied that the Qualifying Shareholder has complied with the Exchange Control Regulations. If a Qualifying Shareholder that is currently resident in the CMA has used its foreign investment allowance to participate in the Rights Issue and it transfers its New Shares from the UK Register to the SA Register, SARB has indicated that those New Shares cannot be credited against that South African Resident Shareholder’s foreign investment allowance. In order for that South African Resident Shareholder’s foreign investment allowance to be credited for repatriating the proceeds received from the Rights Issue, it would need to sell its New Shares offshore and repatriate those funds to South Africa. 8.1.3 Emigrants from the CMA Individuals who are emigrants from the CMA may utilise any unutilised balance of the foreign investment allowance of up to ZAR4 million per adult to participate in the Rights Issue in the United Kingdom. Where an emigrant held funds abroad prior to emigration with the approval of the Financial Surveillance Department or, accumulated funds abroad post-emigration from the CMA, those funds may be utilised to participate in the Rights Issue in the United Kingdom. An emigrant may not, without the approval of the Financial Surveillance Department, utilise blocked funds, that is funds held under the control of an Authorised Dealer in foreign exchange comprising those funds remaining in South Africa after emigration allowances have been utilised, to participate in the Rights Issue in the United Kingdom.

8.2 Qualifying Shareholders who hold Shares on the SA Register and are resident in the CMA Qualifying Shareholders who hold Shares on the SA Register (including institutional investors, private individuals, corporates, trusts or partnerships) who are South African Resident Shareholders may participate in the Rights Issue in South Africa without restriction.

8.3 Qualifying Shareholders who hold Shares on the SA Register and are emigrants from the CMA Where a Nil Paid Right becomes due to a former resident of the CMA, which Nil Paid Right is based on Shares blocked in terms of the Exchange Control Regulations, then only emigrant blocked funds may be used to: (i) take up the Rights in terms of the Rights Issue; (ii) purchase Letters of Allocation on the JSE; and (iii) subscribe for the New Shares arising in respect of Letters of Allocation purchased on the JSE. All applications by emigrants using blocked funds for the above purposes must be made through the Authorised Dealer in South Africa controlling their blocked assets. Share certificates issued to such emigrants will be endorsed ‘‘non-resident’’ and placed under the control of the Authorised Dealer in foreign exchange through whom the payment was made. The proceeds due to emigrants from the sale of the Letters of Allocation, if applicable, will be returned to the Authorised Dealer in foreign exchange for credit to such emigrants’ blocked accounts. Electronic statements issued in terms of Strate and any Share certificates issued pursuant to blocked Rand transactions will be endorsed ‘‘non-resident’’ and placed under the control of the Authorised Dealer through whom the payment was made. The proceeds arising from the sale of Letters of Allocation or arising from the sale of blocked Shares will be credited to the blocked accounts of the emigrants concerned.

8.4 Qualifying Shareholders who hold Shares on the SA Register and are non-resident in the CMA Pursuant to the Exchange Control Regulations, non-residents of the CMA will be allowed to: (i) take up Rights in terms of the Rights Issue; (ii) purchase Letters of Allocation on the JSE; and (iii) subscribe for New Shares pursuant to the acquisition of Letters of Allocation on the JSE, provided payment is received either through normal banking channels from abroad or from a non-resident account.

102 All applications by non-residents of the CMA for the above purposes must be made through an Authorised Dealer in foreign exchange. Electronic statements issued in terms of Strate and any share certificates issued pursuant to such applications will be endorsed ‘‘non-resident’’.

9 Overseas Shareholders This document has been approved by the FCA, being the competent authority in the United Kingdom, and JSE Ltd, being the competent authority in South Africa.

9.1 General The making or acceptance of the proposed offer of Nil Paid Rights, Fully Paid Rights and/or New Shares to persons who have registered addresses outside the United Kingdom and South Africa, or who are located or resident in countries other than the United Kingdom and South Africa, may be affected by the laws or regulatory requirements of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Rights. Any Shareholder who is in any doubt as to his position should consult an appropriate professional adviser without delay. It is also the responsibility of any person (including, without limitation, custodians, nominees and trustees) outside the United Kingdom and South Africa wishing to take up Rights under the Rights Issue to satisfy himself as to the full observance of the laws of any relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories. The comments set out in this paragraph 9 are intended as a general guide only and any Overseas Shareholder who is in doubt as to his position should consult his professional adviser without delay and take independent professional advice in relation thereto. Receipt of this document, a Provisional Allotment Letter and/or Form of Instruction or the crediting of Nil Paid Rights to a stock account in CREST or Letters of Allocation to a CSDP or broker account in Strate will not constitute an offer in those jurisdictions in which it would be illegal to make or accept an offer and, in those circumstances, this document, the Provisional Allotment Letter and/or Form of Instruction must be treated as sent (or made available) for information only and should not be copied or redistributed. Save as set out in this paragraph 9 no action has been or will be taken in any jurisdiction (other than the United Kingdom and South Africa) that would permit a public offer or distribution of the New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the Letters of Allocation or the Forms of Instruction or possession or distribution of this document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the Letters of Allocation and the Forms of Instruction may not be distributed, offered or sold, directly or indirectly, and this document may not be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this document comes (or who otherwise access this document) should inform themselves about and observe any restrictions on the distribution of this document and the offer or distribution of the New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the Letters of Allocation and the Forms of Instruction contained in this document. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to acquire any, or a distribution, of the New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the Letters of Allocation and the Forms of Instruction to any person in any jurisdiction to whom it is unlawful to make or accept such offer, distribution or solicitation in such jurisdiction. New Shares will be provisionally allotted (nil paid) to all Shareholders on the UK Register and the SA Register as at the relevant Record Date (including, for the avoidance of doubt, any Overseas Shareholders). However, neither the Provisional Allotment Letters nor Forms of Instruction will be sent to Qualifying Shareholders with registered addresses in the United States or any Restricted Jurisdiction and Nil Paid Rights or Letters of Allocation, as the case may be, will not be credited to CREST accounts or the CSDP or broker accounts in Strate of Shareholders with registered addresses in the United States or any Restricted Jurisdiction, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. The fact that the Nil Paid Rights will be credited to the CREST accounts of all CREST Shareholders does not constitute an offer to

103 Shareholders: (i) with a registered address, or resident, in one of the Restricted Jurisdictions; (ii) subject to certain exceptions, in the United States; or (iii) with a registered address in the United States, or who hold on behalf of, or for the account or benefit of, persons with a registered address in the United States or located in the United States, or to Shareholders who hold on a non-discretionary basis on behalf of, or for the account or benefit of, any person who is in the United States. Any such CREST Shareholders will not be entitled to take up rights in the Rights Issue, unless such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. No person in the United States or any Restricted Jurisdiction receiving or being given access to a copy of this document, a Provisional Allotment Letter or Form of Instruction and/or receiving a credit of Nil Paid Rights to a stock account in CREST or a Letter of Allocation to a broker or CSDP account in Strate may treat the same as constituting an invitation or offer to him nor should he in any event use the Provisional Allotment Letter or Form of Instruction or deal with Nil Paid Rights or Fully Paid Rights in CREST or Letters of Allocation in Strate unless such an invitation or offer could lawfully be made to and accepted by him or the Provisional Allotment Letter or Form of Instruction (as the case may be) could lawfully be used or dealt with without contravention of any registration or other legal requirements. In such circumstances, this document, the Provisional Allotment Letter and the Form of Instruction are to be treated as sent (or made available) for information only and should not be copied or redistributed. Accordingly, persons (including, without limitation, custodians, nominees and trustees) receiving or being given access to a copy of this document and/or a Provisional Allotment Letter or Form of Instruction or whose stock account in CREST is credited with Nil Paid Rights or Fully Paid Rights or whose broker or CSDP account in Strate is credited with a Letter of Allocation, should not, in connection with the Rights Issue, distribute or send the same or transfer Nil Paid Rights, Fully Paid Rights or Letters of Allocation in or into any jurisdiction where to do so would or might contravene local securities laws or regulations including, but not limited to, those of the United States and the Restricted Jurisdictions. If a Provisional Allotment Letter, a Form of Instruction or a credit of Nil Paid Rights, Fully Paid Rights or Letters of Allocation is received by any person in any such territory, or by his agent or nominee, he must not seek to take up the Rights referred to in the Provisional Allotment Letter, the Form of Instruction or in this document or renounce the Provisional Allotment Letter or Form of Instruction or transfer the Nil Paid Rights, Fully Paid Rights or Letter of Allocation unless the Company determines that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, nominees and trustees) who does forward this document or a Provisional Allotment Letter or a Form of Instruction or transfer Nil Paid Rights, Fully Paid Rights or Letter of Allocation into any such territories (whether pursuant to a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this paragraph 9. The Company reserves the right to treat as invalid and will not be bound to allot or issue any New Shares in respect of any acceptance or purported acceptance of the offer of New Shares which: (i) appears to the Company or its agents to have been executed, effected or despatched from the United States or any of the Restricted Jurisdictions; or (ii) in the case of a Provisional Allotment Letter or Form of Instruction, provides an address for delivery of the definitive share certificates in, or, in the case of a credit of New Shares in CREST or Strate, to a CREST Member or CREST Sponsored Member, broker or CSDP whose registered address is in the United States or any of the Restricted Jurisdictions or any other jurisdiction outside the United Kingdom or South Africa in which it would be unlawful to deliver such definitive share certificates or make such a credit or which does not make the warranty set out in the Provisional Allotment Letter or Form of Instruction (as the case may be) to the effect that the person accepting and/or renouncing and/or otherwise disposing of the provisional allotment does not have a registered address and is not otherwise located in the United States or one of the Restricted Jurisdictions and is not acquiring the Nil Paid Rights, the Fully Paid Rights, Letters of Allocation or the New Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares in the United States or one of the Restricted Jurisdictions or where the Company believes acceptance of such Provisional Allotment Letter or Form of Instruction (as the case may be) may infringe applicable legal or regulatory requirements. Subject to paragraphs 9.2 to 9.6 below, any person (including, without limitation, agents, nominees and trustees) outside the United Kingdom and South Africa, wishing to take up their Rights under the Rights Issue must satisfy himself as to full observance of the applicable laws of any relevant territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and

104 paying any issue, transfer or other taxes due in such territories. The comments set out in this paragraph 9 are intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay. The attention of Overseas Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions is drawn to paragraphs 9.2 to 9.6 below. Entitlements to Nil Paid Rights to which Shareholders with registered addresses in the United States or any of the Restricted Jurisdictions would otherwise be entitled, will be aggregated with entitlements to Nil Paid Rights which have not been taken up by other Shareholders and, if possible, sold as described in paragraph 6 of this Section 2 of this Part III. The net proceeds of such sales (after deduction of expenses) will be paid to the relevant Shareholders pro-rated to their holdings of Existing Shares at the Record Date as soon as practicable after receipt, except that (i) individual amounts of less than £5.00 (or the equivalent in Rand at the spot rate on the effective date of such sales, if any) per holding and (ii) fractional entitlements will be disregarded. None of the Company, the Underwriters or any other person shall be responsible or have any liability whatsoever for any loss or damage (actual or alleged) arising from the terms or the timing of the acquisition or the procuring of it or any failure to procure subscribers. Despite any other provision of this document, the Provisional Allotment Letter or the Form of Instruction, the Company reserves the right to permit any Shareholder to take up his Rights if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question. These Shareholders who wish, and are permitted, to take up their entitlement, should note that payments must be made as described in paragraphs 3.2.4, 4.6 and 5.2.6 of this Section 2 of this Part III. Overseas Shareholders who are Qualifying Non-CREST Shareholders or Qualifying CREST Shareholders should note that all subscription monies must be in pounds sterling by cheque or banker’s draft and should be drawn on a bank in the United Kingdom. For more information regarding payment details see paragraphs 3.2.4 and 5.2.6 of this Section 2 of this Part III. Overseas Shareholders who are Qualifying South African Shareholders should note that all subscription monies must be in Rands by cheque or banker’s draft and should be drawn on a bank in South Africa. For more information regarding payment details see paragraph 4.6 of this Section 2 of this Part III.

9.2 United States The Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation, the Provisional Allotment Letters, the Forms of Instruction and the New Shares have not been and will not be registered under the US Securities Act or under any securities laws of any State or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares in the United States. The notice in the London Gazette referred to in paragraph 9.7 below will state where a copy of this document and the Provisional Allotment Letter or Form of Instruction may be inspected or obtained. Any person in the United States who obtains a copy of this document, or a Provisional Allotment Letter or a Form of Instruction, is required to disregard them, except with the consent of the Company and the Joint Bookrunners. Accordingly, Intu is not extending the offer under the Rights Issue into the United States unless an exemption from the registration requirements of the US Securities Act is available and, subject to certain exceptions, none of this document and the Provisional Allotment Letter or the Form of Instruction constitutes or will constitute an offer or an invitation to apply for, or an offer or an invitation to acquire, any Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares in the United States. Subject to certain exceptions, neither this document nor a Provisional Allotment Letter or a Form of Instruction will be sent to any Qualifying Shareholder in, or with a registered address in, the United States. Subject to certain exceptions, Provisional Allotment Letters or Forms of Instruction or renunciations thereof sent from or post-marked in the United States will be deemed to be invalid and all persons acquiring New Shares and wishing to hold such Shares in registered form must provide an address for registration of the New Shares issued upon exercise thereof outside the United States.

105 Subject to certain exceptions, any person who acquires Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares will be deemed to have declared, warranted and agreed, by accepting delivery of this document, the Provisional Allotment Letter or the Form of Instruction, taking up their entitlement or accepting delivery of the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares that it is not, and that at the time of acquiring the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares it will not be, in the United States or acting on behalf of a person on a non-discretionary basis in the United States or any State of the United States. Intu, in consultation with the Underwriters, reserves the right to treat as invalid any Provisional Allotment Letter or Form of Instruction (or renunciation thereof) that appears to Intu or its agents to have been executed in or dispatched from the United States, or that provides an address in the United States for the acceptance or renunciation of the Rights Issue, or which does not make the warranty set out in the Provisional Allotment Letter or the Form of Instruction to the effect that the person accepting and/or renouncing the Provisional Allotment Letter or the Form of Instruction or exercising the Nil Paid Rights does not have a registered address and is not otherwise located in the United States and is not acquiring the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares in the United States or where Intu believes acceptance of such Provisional Allotment Letter or the Form of Instruction may infringe applicable legal or regulatory requirements. Intu will not be bound to allot (on a non-provisional basis) or issue any New Shares, Nil Paid Rights, Fully Paid Rights or Letters of Allocation to any person with an address in, or who is otherwise located in, the United States in whose favour a Provisional Allotment Letter or the Form of Instruction or any Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares may be transferred or renounced. In addition, Intu and the Underwriters reserve the right to reject any MTM instruction sent by or on behalf of any CREST Member with a registered address in the United States in respect of the Nil Paid Rights. In addition, until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of the New Shares, the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation, the Forms of Instruction or the Provisional Allotment Letters within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act. None of the Nil Paid Rights, the Fully Paid Rights, the New Shares, the Provisional Allotment Letters, the Letters of Allocation, the Forms of Instruction, this document or any other offering document relating to the Existing Shares or to the New Shares have been approved or disapproved by the United States Securities and Exchange Commission, any State’s securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fully Paid Rights, the Nil Paid Rights, the Letters of Allocation, the New Shares or the Rights Issue or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence. The provisions of paragraph 6 of this Section 2 of this Part III will apply to any Rights not taken up. Accordingly, subject to certain exceptions, Qualifying Shareholders with registered addresses in the United States will be treated as holders who are not participating in the Rights Issue, and the Underwriters will endeavour to sell the Rights relating to such holders’ entitlements on such holders’ behalf.

9.3 European Economic Area In relation to each EEA State which has implemented the Prospectus Directive (each, a ‘‘relevant member state’’) (except for the United Kingdom), no New Shares, Nil Paid Rights, Fully Paid Rights or Letters of Allocation have been offered or will be offered pursuant to the Rights Issue to the public in that relevant member state prior to the publication of a prospectus in relation to the New Shares, Nil Paid Rights, Fully Paid Rights and Letters of Allocation which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that, offers of New Shares, Nil Paid Rights, Fully Paid Rights or Letters of Allocation may be made to the public in that relevant member state: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

106 (ii) to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such relevant member state; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares, Nil Paid Rights, Fully Paid Rights or Letters of Allocation shall result in a requirement for the publication by Intu or any Bank of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in that relevant member state.

9.4 Australia In accordance with ASIC Class Order (CO 00/183), Intu is extending the offer under the Rights Issue to each Qualifying Shareholder whose registered address is in Australia. Those Qualifying Shareholders should be aware that neither this document, the Provisional Allotment Letter, the Letter of Allocation nor the Form of Instruction constitute an Australian law compliant prospectus for the purposes of Divisions 3, 4 and 5 of Part 6D.2 of the Australian Corporations Act (other than section 718) and sections 728(1)(b) and (c), 728(3)(b), 730(1)(b) and (c), 734 and 735 of the Australian Corporations Act. The information disclosed in this document, the Provisional Allotment Letter, the Letter of Allocation and the Form of Instruction may not be the same as that which would have been disclosed if those documents had been prepared in accordance with Australian law. This document will be lodged with the Australian Securities and Investments Commission.

9.5 DIFC This document, the Provisional Allotment Letters and the Forms of Instructions relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (‘‘DFSA’’). This document, the Provisional Allotment Letters and the Forms of Instructions are intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. They must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this document, the Provisional Allotment Letters or the Forms of Instructions nor taken steps to verify the information set forth in this document, the Provisional Allotment Letters or the Forms of Instructions and has no responsibility for such documents. The New Shares, the Nil Paid Rights, the Fully Paid Rights and the Letters of Allocation to which this document, the Provisional Allotment Letters and the Forms of Instructions relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Shares, the Nil Paid Rights, the Fully Paid Rights and the Letters of Allocation offered should conduct their own due diligence on the New Shares, the Nil Paid Rights, the Fully Paid Rights and the Letters of Allocation Rights. If you do not understand the contents of this prospectus you should consult an authorised financial adviser.

9.6 Restricted Jurisdictions and Other Overseas Territories Due to restrictions under the securities laws of the Restricted Jurisdictions, no Provisional Allotment Letters or Forms of Instruction will be sent to, and no Nil Paid Rights or Fully Paid Rights will be credited to a stock account in CREST of, and no Letters of Allocation will be credited to the CSDP or broker account of any Qualifying Shareholder with a registered address in any of the Restricted Jurisdictions and, if possible, subscribers will be procured in respect of the New Shares to which such Qualifying Shareholders were entitled in accordance with paragraph 6 of this Section 2 of this Part III. The Nil Paid Rights, the Fully Paid Rights, the New Shares, the Provisional Allotment Letters, the Letters of Allocation, and the Forms of Instruction also have not been and will not be registered under the securities laws of any Restricted Jurisdiction and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption, from and in compliance with (or in a transaction not subject to), any applicable securities laws. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation or the New Shares in any of the Restricted Jurisdictions and no offer of New Shares is being made by virtue of this document, the Provisional Allotment Letters or the Forms of Instruction into the Restricted Jurisdictions.

107 9.6.1 Canada Neither the New Shares, Nil Paid Rights, the Fully Paid Rights nor the Letters of Allocation have been or will be qualified by prospectus for offer or sale to the public in Canada under applicable Canadian securities laws and, accordingly, no offer or sale of New Shares, Nil Paid Rights, Fully Paid Rights or the Letters of Allocation will be made in Canada and no Provisional Allotment Letters or Forms of Instructions will be sent to any Shareholder in or with a registered address in Canada, nor will any Nil Paid Rights be credited to a stock account in CREST and no Letters of Allocation will be credited to a CSDP or broker account on behalf of any Shareholder with a registered address in Canada. 9.6.2 Japan The New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the Forms of Instruction and the Letters of Allocation have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, as amended (the ‘‘FIEL’’). The New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the Forms of Instruction and the Letters of Allocation may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan, except pursuant to an exemption from the registration requirements under the FIEL and otherwise in compliance with such law and any other applicable laws, regulations and ministerial guidelines in Japan. Therefore, subject to certain exceptions, the Rights Issue will not be made within Japan and Provisional Allotment Letters or Forms of Instruction will not be sent to any Shareholder in or with a registered address in Japan, nor will any Nil Paid Rights be credited to a stock account in CREST and no Letters of Allocation will be credited to a CSDP or broker account on behalf of any Shareholder with a registered address in Japan. As used in this paragraph 9.6, the term ‘‘resident of Japan’’ means any natural person having his place of domicile or residence in Japan, or any corporation or other entity organised under the laws of Japan or having its main office in Japan. 9.6.3 Switzerland The Company has not been approved by the Swiss Financial Market Supervisory Authority (‘‘FINMA’’) as a foreign collective investment scheme pursuant to Article 120 of the Swiss Collective Investment Schemes Act (‘‘CISA’’) and no Swiss representative and Swiss paying agent has been or will be appointed in Switzerland. The New Shares, Nil Paid Rights, Fully Paid Rights and Letters of Allocation may not be publicly offered (as such term is defined in the Swiss Code of Obligations (‘‘CO’’)) in or into Switzerland and may only be distributed in, into or from Switzerland to regulated qualified investors within the meaning of Article 10(3)(a) and (b) CISA. The New Shares, Nil Paid Rights, Fully Paid Rights and Letters of Allocation will not be listed on the SIX Swiss Exchange (‘‘SIX’’) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for prospectuses under the CISA, Article 652a or 1156 CO or the listing rules of SIX or any other exchange or regulated trading facility in Switzerland and therefore does not constitute a prospectus within the meaning of the CISA, Article 652a or 1156 CO or the listing rules of SIX or any other exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Company, the New Shares, the Nil Paid Rights, the Fully Paid Rights or the Letters of Allocation may be distributed to unregulated qualified investors or non-qualified investors within the meaning of the CISA in, into or from Switzerland or made available in Switzerland in any manner which would constitute a public offering within the meaning of the CO and all other applicable laws and regulations in Switzerland. Neither this document nor any other offering or marketing material relating to the Company, the New Shares, the Nil Paid Rights, the Fully Paid Rights or the Letters of Allocation have been or will be filed with, or approved by, any Swiss regulatory authority. The investor protection afforded to investors of interests in collective investment schemes under the CISA does not extend to acquirers of the New Shares, the Nil Paid Rights, the Fully Paid Rights or the Letters of Allocation. 9.6.4 Qualifying South African Shareholders in Restricted Jurisdictions The crediting of Letters of Allocation to a CSDP or broker account in Strate of a Qualifying South African Shareholder with a registered address in any Restricted Jurisdiction, will not constitute an offer in that jurisdiction and no such Qualifying South African Shareholder with a registered address in any Restricted Jurisdiction, receiving a credit of Letters of Allocation to a CSDP or broker account

108 in Strate may treat the same as constituting an invitation or offer to him nor should he in any event use or deal with any Letters of Allocation credited to him in Strate (unless such an invitation or offer could lawfully be made to and accepted by him or the Letters of Allocation could lawfully be used or dealt with without contravention of any registration or other legal requirements) and the entitlements of such Qualifying South African Shareholder with a registered address in any Restricted Jurisdiction to New Shares will be sold in the market as if they were New Shares not taken up, in accordance with paragraph 6 of this Section 2 of this Part III. 9.6.5 Other Overseas Shareholders Qualifying Shareholders who are located in other overseas territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights. Any person in a Restricted Jurisdiction who obtains a copy of this document or a Provisional Allotment Letter or a Form of Instruction, is required to disregard them, except with the consent of the Company and the Joint Bookrunners. Notwithstanding the foregoing, if a Qualifying Shareholder with a registered address in any of the Restricted Jurisdictions can demonstrate to the satisfaction of the Company and the Joint Bookrunners that receipt, and acceptance, of the offer in such jurisdiction will not breach applicable securities laws then the Company in its absolute discretion (in consultation with the Joint Bookrunners) may either arrange for such Qualifying Shareholder to be sent a Provisional Allotment Letter or a Form of Instruction if he is a Qualifying Non-CREST Shareholder or a Qualifying South African Shareholder holding his Shares in certificated form (as the case may be) or, if he is a Qualifying CREST Shareholder or a Qualifying South African Shareholder who holds Shares in uncertificated form, arrange for Nil Paid Rights to be credited to the relevant CREST stock account or for Letters of Allocation to be credited to the relevant CSDP or broker account in Strate, as the case may be.

9.7 Notice in the London Gazette The offer by way of Rights to Qualifying Shareholders who have no registered address in the UK or South Africa and who have not given to the Company an address in the UK or South Africa for the serving of notices, will (subject to the other conditions of the Rights Issue) be made by the Company causing a notice to be published in the London Gazette on 28 March 2014 stating where copies of this document may be obtained or inspected on personal application by or on behalf of such Qualifying Shareholders. However, in order to facilitate acceptance of the offer made to such Shareholders by virtue of such publication, Provisional Allotment Letters will also be posted to Qualifying Shareholders who are Overseas Shareholders (other than, subject to certain exceptions, to those with addresses in the United States or any of the Restricted Jurisdictions) and Forms of Instruction will also be posted to Qualifying South African Shareholders who hold their shares in certificated form (other than, subject to certain exceptions, to those with addresses in the United States or any of the Restricted Jurisdictions). Such Qualifying Shareholders, if it is lawful to do so, may accept the offer by way of Rights either by returning the Provisional Allotment Letter posted to them in accordance with the instructions set out therein or, subject to surrendering the original Provisional Allotment Letter posted to them, by obtaining a copy thereof from the Registrars and returning it in accordance with the instructions set out therein. Such Qualifying South African Shareholders, if it is lawful to do so, may accept the offer by way of rights by returning the Form of Instruction posted to them in accordance with the instructions set out therein. Similarly, Nil Paid Rights are expected to be credited to stock accounts in CREST of Qualifying CREST Shareholders who are Overseas Shareholders (other than, subject to certain exceptions, those with addresses in the United States or any of the Restricted Jurisdictions) and Qualifying South African Shareholders who hold their Shares in uncertificated form (other than, subject to certain exceptions, those with addresses in the United States or any of the Restricted Jurisdictions) are expected to have their Strate accounts at the CSDP or broker credited with the Letters of Allocation).

9.8 Further representations and warranties 9.8.1 Qualifying Non-CREST Shareholders and Qualifying South African Shareholders holding their shares in certificated form Any person accepting and/or renouncing a Provisional Allotment Letter or accepting and/or renouncing Letters of Allocation in terms of a Form of Instruction or requesting registration of the

109 New Shares comprised therein makes the representations and warranties set out below to the Company and the Underwriters, except where proof has been provided to the Company’s and the Underwriters’ satisfaction that such person’s use of the Provisional Allotment Letter or Form of Instruction will not result in the contravention of any applicable regulatory or legal requirement in any jurisdiction. Documentation for establishing such proof may be obtained from Intu or Capita Asset Services. In the absence of such proof, the representations and warranties referred to above are that: (a) such person is not located or resident in, and is not accepting and/or renouncing the Provisional Allotment Letter or the Form of Instruction, or requesting registration of the relevant New Shares, from within the United States or any of the Restricted Jurisdictions; (b) such person is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire or subscribe for New Shares or to use the Provisional Allotment Letter or Form of Instruction in any manner in which such person has used or will use it; (c) such person is not accepting, renouncing or requesting registration on a non-discretionary basis for a person located or resident in the United States or any of the Restricted Jurisdictions or any jurisdiction referred to in (b) above at the time the instruction to accept, renounce or request was given; and (d) such person is not acquiring New Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Shares into the United States or any of the Restricted Jurisdictions or any jurisdiction referred to in (b) above. The Company, in consultation with the Underwriters, may treat as invalid any acceptance or purported acceptance of the allotment of New Shares comprised in, or renunciation or purported renunciation of, a Provisional Allotment Letter or Form of Instruction if it (a) appears to the Company to have been executed in or despatched from the United States or any of the Restricted Jurisdictions or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement in any jurisdiction; (b) provides an address in the United States or any of the Restricted Jurisdictions for delivery of definitive share certificates for New Shares (or any jurisdiction outside the United Kingdom in which it would be unlawful to deliver such certificates); or (c) purports to exclude any of the representations and warranties required by this paragraph 9.8. 9.8.2 Qualifying CREST Shareholders and Qualifying South African Shareholders holding Shares in uncertificated form A Qualifying South African Shareholder holding his Shares in uncertificated form, a CREST Member or a CREST Sponsored Member who makes a valid acceptance in accordance with the procedures set out in paragraph 4 or 5 (as the case may be) of this Section 2 of this Part III makes the representations and warranties set out below to the Company and the Underwriters, except where proof has been provided to the Company’s and the Underwriters’ satisfaction that such person’s acceptance will not result in the contravention of any applicable regulatory or legal requirement in any jurisdiction. Documentation for establishing such proof may be obtained from Intu or Capita Asset Services. In the absence of such proof, the representations and warranties referred to above are that: such person (a) is not located within or resident in the United States or any of the Restricted Jurisdictions; (b) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire or subscribe for Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares; (c) is not accepting on a nondiscretionary basis for a person located within or resident in the United States or any of the Restricted Jurisdictions or any jurisdiction referred to in (b) above at the time the instruction to accept was given; and (d) is not acquiring Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares into the United States or any of the Restricted Jurisdictions or any jurisdiction referred to in (b) above. The Company, in consultation with the Underwriters, may treat as invalid any MTM instruction if it: (a) appears to the Company to have been despatched from the United States or any of the Restricted Jurisdictions or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement in any jurisdiction; or (b) purports to exclude any of the representations and warranties required by this paragraph 9.8. For the purposes of this paragraph 9.8, any natural person having his place of domicile or residence in Japan, or any corporation or other entity organised under the laws of Japan or having its main office in Japan, would be resident in Japan.

110 9.9 Times and dates The Company shall, at its discretion and after consultation with its financial and legal advisers, be entitled to amend the dates that Provisional Allotment Letters or Forms of Instruction are despatched or dealings in Nil Paid Rights commence and amend or extend the latest date for acceptance under the Rights Issue and all related dates set out in this document and in such circumstances shall announce such amendment via a RIS and/or SENS (as appropriate) and notify the UKLA and/or JSE Ltd (as appropriate) and, if appropriate, Shareholders.

9.10 Waiver The provisions of this paragraph 9 and of any other terms of the Rights Issue relating to Qualifying Shareholders with registered addresses in, or who are located in, the United States or any of the Restricted Jurisdictions may be waived, varied or modified as regards specific Qualifying Shareholder(s) or on a general basis by the Company in its absolute discretion. Subject to this, the provisions of this paragraph 9.10 which refer to Qualifying Shareholders shall include references to the person or persons executing a Provisional Allotment Letter (or a Form of Instruction, as the case may be) and, in the event of more than one person executing a Provisional Allotment Letter (or a Form of Instruction, as the case may be), the provisions of this paragraph 9.10 shall apply jointly to each of them.

9.11 Governing law The terms and conditions of the Rights Issue as set out in this document and, where appropriate, the Provisional Allotment Letter and the Form of Instruction and any non-contractual obligation relating thereto shall be governed by, and construed in accordance with, the laws of England and Wales. The New Shares will be created pursuant to the Articles and under the Companies Act.

10 Jurisdiction The Courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue, this document, and/or, where appropriate, the Provisional Allotment Letter and/or the Form of Instruction (including, without limitation, disputes arising relating to any non-contractual obligations arising out of or in connection with the Rights Issue, this document, the Provisional Allotment Letter and/or the Form of Instruction). By accepting rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders (but no other Qualifying Shareholders), the Provisional Allotment Letter, and in the case of Qualifying South African Shareholders who hold their Shares in certificated form (but no other Qualifying Shareholders), the Form of Instruction, Qualifying Shareholders irrevocably submit to the jurisdiction of the Courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

111 PART IV OPERATING AND FINANCIAL REVIEW OF THE GROUP The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the financial information referred to in Part V ‘‘Historical Financial Information of the Group’’ which has been incorporated by reference into this document, the information set out in Part II ‘‘Business Overview of the Group’’, the information set out in Part VI ‘‘Unaudited Pro Forma Statement of Net Assets’’ and Part VII ‘‘Valuation Reports as at 31 December 2013 for the Group’’. The financial information relating to the years ended 31 December 2013, 2012 and 2011 has been extracted without material adjustment from the audited consolidated financial statements of the Group for the years ended 31 December 2013, 2012 and 2011 that are incorporated herein by reference. This Part IV contains forward-looking statements that are based on assumptions about the Group’s future business development and sources of funding and that involve risks and uncertainties. The Group’s actual results may differ materially from the results discussed in these forward-looking statements as a result of many factors, including those set forth in this document under ‘‘Risk Factors’’ and elsewhere. Investors should read the whole of this document and should not rely solely on summarised information. In this document, certain financial measures are presented, including presentation of underlying earnings, underlying earnings per share and net assets per share (diluted, adjusted), as well as revenue, rental income and certain other income statement figures that are adjusted on a like-for-like capital and like-for-like capital and income basis and net external debt, which are not recognised by IFRS or any other body of generally accepted accounting principles. These measures are presented because the Group believes that they and similar measures are widely used in the Group’s industry as a means of evaluating financial and operating performance. These measures may not be comparable with similarly titled measures used by other companies and are not measurements under IFRS or any other body of generally accepted accounting principles. Further, certain of these measures do not reflect the impact of items that the Directors have deemed to be exceptional. Exceptional items are, in the Directors’ view, those significant items which are separately disclosed by virtue of their size or incidence to enable a full understanding of the Group’s financial performance. Consequently, these measures should not be considered substitutes for the information contained in the Accounts.

1 Overview Intu is the UK’s leading shopping centre owner, developer and manager, with interests, prior to the Acquisition, in 17 shopping centres including ten of the UK’s top 25 and one of the top centres in Spain. With 18 million sq. ft. of retail, catering and leisure space valued at £7.6 billion as at 31 December 2013, Intu’s centres attract around 350 million customer visits a year and two-thirds of the UK population live within a 45 minute drive time of one of the centres. The Group’s UK assets comprise five major out-of-town centres – intu Trafford Centre, intu Lakeside, Thurrock; intu Metrocentre, Gateshead; intu Braehead, Glasgow; and The Mall at Cribbs Causeway, Bristol – and ten in-town centres, including centres in prime destinations such as Cardiff, Manchester, Newcastle, Norwich and Nottingham. A detailed description of the Group’s operations is set out in Part II ‘‘Business Overview of the Group’’. Intu also has interests outside the UK, comprising an effective interest of 9 per cent. in Equity One, a US retail REIT, a 32 per cent. interest in Prozone Capital Shopping Centres, an Indian shopping centre developer, a joint venture in Spain for pre-development activity on three major sites under option in Malaga, Valencia and Vigo, and a joint partnership interest in a regional shopping centre in Oviedo, Northern Spain.

2 Recent developments 2.1 The Acquisition Intu intends to acquire 100 per cent. of Derby, 100 per cent. of Sprucefield and 50 per cent. of Merry Hill in the second quarter of fiscal year 2014 for a total consideration of £867.8 million. The Acquisition will provide Intu with a further two prime shopping centres, Derby and Merry Hill, along with an opportunity at Sprucefield, subject to planning, for further retail and development on a strategically located site. The Acquisition will be funded using the aggregate net proceeds of the Rights Issue, together with the funds available from the Facilities Agreements.

112 2.2 Trafford Centre Securitisation On 4 March 2014, a subsidiary of Intu completed the issuance of £20 million 2.875 per cent. commercial mortgage backed notes due 2019, £20 million 4.250 per cent. commercial mortgage backed notes due 2024 and £70 million 4.750 per cent. commercial mortgage backed notes due 2024, the proceeds of which will be used to make certain permitted payments as defined in the Issuer/Borrower Facility Agreements. These notes are ultimately secured on rental income received from tenants of the intu Trafford Centre.

3 Principal factors affecting the Group’s results of operations The following discussion highlights those factors currently known or expected by the Directors to have a material effect on the Group’s results of operations.

3.1 Rental income Rental income is the primary source of revenue for the Group and constituted 98 per cent. of the recurring revenue for the year ended 31 December 2013. The Group expects rental income to provide the primary source of recurring revenue for the foreseeable future. Rental income is affected by a number of factors and may fluctuate from year to year. One of the key drivers of rental income is the level of underlying occupancy of the Group’s portfolio of income-producing assets, with higher levels of occupancy generally having a positive impact on rental income. Occupancy levels are, in part, influenced by general economic conditions, in particular in the United Kingdom where the Group derives most of its revenue, as low or no growth in the economy often results in tenant failures and higher vacancy rates. Other factors which may influence occupancy rates include employment levels, levels of consumer spending and changing consumer shopping habits which impact, among others, the financial condition of tenants. Although there has been short term income fluctuation in recent years as a number of retailers have ceased to trade, the Group’s occupancy level is 95 per cent. and the market shift towards top regional shopping centre destinations continues. In light of recent improvements in the macro-economic environment in the United Kingdom, and in the UK property market in particular, the Group has been able to sustain its policy of maintaining the quality of its centres, which may mean that units may be held vacant for a period of time, temporarily impacting occupancy levels. Short term leases (i.e., those for less than five years) are now primarily entered into for flexibility in the run-up to development projects or for trials of new concept stores rather than for maintaining occupancy levels as the Group believes this approach is more beneficial to medium term net rental income levels. However, if economic conditions become unfavourable, as occurred during the property market downturn in 2008 and 2009, the Group may be required to change its strategy to managing occupancy levels by offering more favourable terms to tenants, such as agreeing monthly payments or temporary reductions in rent. Net rental income may also fluctuate as a result of the signing of a new lease contract by a tenant, a tenant not renewing its lease at the end of its term or as new properties are acquired, developed or sold. For additional discussions on the impact of acquisitions and the development process, see ‘‘Property acquisition and development’’ in paragraph 3.3 below. Rental income is also affected by the rent review process. Typically, rents are fixed under the terms of the lease for a period of five years, after which the rent is adjusted through the rent review process. Growth in net rental income can be correlated to the rent review process, which in the United Kingdom is typically on a five-year cycle, and reviews are generally structured to ensure that if adjustments are made to existing rents such adjustments are upward only at the time of the rent review. Therefore, if market rental levels should fall, there is no downward adjustment to the rent payable under the lease.

3.2 Movements in commercial property prices The market value of the Group’s property portfolio is assessed by external independent valuers on an open-market basis. The valuation of investment and development properties is published and reflected in the Group’s consolidated balance sheet. The change in the commercial property yields, which have a considerable impact on property valuations, is driven by both market factors and factors relating to each individual property asset such as its location and assessed quality. Revaluation gains and losses arising from movements in property valuation are reflected in the Group’s consolidated income statement and thus have an impact on the Group’s profit or loss for the period (but are excluded from underlying profit, a non-IFRS measure used by the Group).

113 Such values assigned to the Group’s properties may change, as they are affected by a number of macroeconomic and sector-specific factors that are outside the Group’s control, including, among others, GDP growth rates, business and consumer confidence levels, demand for business products and services, levels of corporate profitability, government building and infrastructure initiatives, the general availability and cost of credit, and interest rates. The turbulence in financial markets in 2008 and 2009 significantly affected the UK commercial property sector generally, with significant increases in commercial property yields and consequent decreases in property valuations, widespread market evidence of difficult conditions for achieving property disposals or obtaining bank finance, an increased level of tenant defaults and greater reluctance by tenants to make decisions in respect of new lettings. However, the UK commercial property market has experienced a period of relative recovery in recent years, as evidenced by movements in the IPD monthly retail index, which increased by 0.6 per cent. for the year ended 31 December 2011, decreased by 5.8 per cent. for the year ended 31 December 2012 and then increased by 0.8 per cent. for the year ended 31 December 2013. The Group’s property valuations outperformed the IPD monthly retail index over the three-year period, recording a like-for-like increase of 1.0 per cent. in 2011, 0.6 per cent. in 2012 and 1.8 per cent. in 2013. Since 30 June 2009, when the commercial property market began to recover, the Group’s like-for-like valuation movement has been positive in every six-month period up to and including the six months ended 31 December 2013. The Group’s investment properties and development properties are revalued at each balance sheet date. As a result, its profit may experience significant volatility as valuation changes between reporting dates may be significant, particularly in periods of uncertainty regarding property values. As a result of revaluation of the Group’s properties in accordance with IAS 40, net revaluation gains recognised on the income statement were £63.0 million for the year ended 31 December 2011, £40.8 million for the year ended 31 December 2012 and £125.8 million for the year ended 31 December 2013. Valuation changes recognised in the Group’s consolidated income statement do not have an impact on the Group’s cash position until the sale or other disposal of such property.

3.3 Property acquisition and development As part of the Group’s activities, the Group undertakes the purchase and development of property. This may include the acquisition of investment properties, the redevelopment and refurbishment of existing assets or the development of new assets. Development expenditure, which is capitalised, may include the acquisition of land, construction costs, financing costs, and professional fees. Acquisitions and developments utilise a significant proportion of the Group’s capital resources and are, therefore, a key factor affecting the Group’s results. Acquisitions, development and re-development of property may also have a significant impact on the Group’s results to the extent they impact rental income. The addition of new significant tenants when a property is acquired or a property under development is completed, as well as delays in the development process, could result in material fluctuations in the Company’s net rental income or operating profit between given periods. The Group has made the following acquisitions since 1 January 2011, further details of which can be found in Note 40 of the Intu Annual Report 2013 and Note 41 of the Intu Annual Report 2012: • On 28 January 2011, the Group acquired 100 per cent. of the Trafford Centre in Manchester for 155 million shares in the Company and £127.6 million, 3.75 per cent. perpetual subordinated convertible bonds, amounting to a total fair value of consideration of £702.7 million. As a condition to the acquisition an additional 12,316,817 Shares in the Company and convertible bands with a nominal value of £26.7 million were also issued to the Peel Group. During the year 2011 the acquisition contributed £80.5 million to Group revenue and £25.4 million to Group profit for the year. • On 1 December 2011, the Group acquired 100 per cent. of the Broadmarsh shopping centre in Nottingham for £72.8 million. • On 19 December 2012, the Group acquired 100 per cent. of StyleMeTV Limited for £3.4 million, including £3.2 million of contingent consideration, which is subject to the satisfaction of various performance conditions.

114 • On 24 December 2012, the Group acquired the remaining 50 per cent. interest in the Xscape Braehead Partnership for £4.0 million, bringing the Group’s interest in the Xscape Braehead Partnership to 100 per cent. • On 25 March 2013, the Group acquired 100 per cent. of the Midsummer Place shopping centre for £248.6 million. For the nine months ended 31 December 2013, the acquisition contributed £11.4 million to Group revenue and £9.3 million of Group profit. • On 7 October 2013, the Group and the Canada Pension Plan Investment Board entered into a joint partnership agreement to acquire 100 per cent. of Parque Principado in Oviedo, Spain for £142.6 million. • The Group intends to acquire 100 per cent. of Derby, 100 per cent. of Sprucefield and 50 per cent. of Merry Hill in the second quarter of 2014 for a total consideration of £867.8 million.

3.4 Cost and availability of funding Funding costs, recognised in the financial statements as interest expense, are the result of the decision to finance certain activities of the Group with external financing, whether bank loans or publicly listed debt. While the vast majority of the Group’s debt is currently fixed-rate principally through the issue of fixed rate bonds or the Group entering into interest rate swaps, movements in the cost of debt may potentially to have a significant impact on the long term profitability of the Group. Funding is required to support the Group’s development expenditure and to refinance maturing debt. The availability of debt funding will have a significant impact on the Group’s profitability and capital structure. Should debt funding be restricted then the Group may become reliant on equity or equity-related capital. This could increase the Group’s overall cost of capital and make certain types of property investment economically unattractive or not feasible. A severe rationing of debt funding over the longer term may require the Group to dispose of property assets, potentially at unattractive prices, to avoid expensive re-financing costs. In addition, the Group has entered into three debt faculties to raise £423.8 million, each secured by one of the Assets, in order to fund the proposed Acquisition as described more fully in paragraph 8 of Part I ‘‘Letter from the Chairman of Intu properties plc’’ of this document. It is intended that in due course the facility in relation to Derby will be financed through the Group’s Secured Group Structure.

4 Results of operations The selected financial information for the Group as at and for the years ended 31 December 2013, 31 December 2012 and 31 December 2011 set out below has been extracted, without material adjustment, from the audited consolidated financial statements of the Group for the years ended 31 December 2013, 2012 and 2011 that are incorporated by reference herein. Investors should read the audited consolidated financial statements and should not rely solely on the selected financial information contained herein.

115 4.1 Income statement data The following table is extracted from the Group’s audited consolidated results for each of the three years ended 31 December 2013, 31 December 2012 and 31 December 2011: Year ended Year ended Year ended 31 December 31 December 31 December 2013 2012 2011 (£ millions) Revenue ...... 533.2 525.7 516.1 Net Rental income ...... 369.5 362.6 364.0 Net other income ...... 3.8 6.3 7.8 Revaluation and sale of investment and development property . . 125.8 40.9 63.0 Gain on acquisition of subsidiaries ...... — 2.3 52.9 Gain on sale of subsidiaries ...... — — 40.4 Sale and impairment of other investments ...... — 1.4 (8.7) Impairment of goodwill ...... — (8.8) — Distribution of shares received from Provogue ...... — 10.2 — Administration expenses—ongoing ...... (27.7) (26.7) (24.1) Administration expenses—exceptional ...... (21.2) (1.1) (20.9) Operating profit ...... 450.2 387.1 474.4 Finance costs ...... (197.2) (197.3) (198.9) Finance income ...... 0.6 0.2 0.8 Other finance costs ...... (164.5) (67.9) (55.7) Change in fair value of financial instruments ...... 273.8 30.5 (193.4) Net finance costs ...... (87.3) (234.5) (447.2) Profit before tax and associates ...... 362.9 152.6 27.2 Current tax ...... (0.8) (0.5) (0.3) Deferred tax ...... 1.4 5.6 (2.3) Taxation ...... 0.6 5.1 (2.6) Share of profit of associates ...... 0.5 0.9 9.0 Profit for the year ...... 364.0 158.6 33.6 Attributable to: Owners of Intu Properties plc ...... 359.8 155.9 30.0 Non-controlling interest ...... 4.2 2.7 3.6 364.0 158.6 33.6

4.2 Underlying earnings and key financial ratios Underlying earnings for the years ended 31 December 2013, 2012 and 2011 were £140.2 million, £137.7 million and £138.6 million respectively. Underlying earnings is a non-IFRS financial measure used

116 by the Group to evaluate its operating performance. The table below sets out a reconciliation of underlying earnings to profit for the year.

Year ended Year ended Year ended 31 December 31 December 31 December 2013 2012 2011 (£ millions) Profit for the year ...... 364.0 158.6 33.6 Net gain on revaluation and sale of investment and development property ...... (125.8) (40.9) (63.0) Gain on acquisition of subsidiaries ...... — (2.3) (52.9) Gain on sale of subsidiaries ...... — — (40.4) Sale and impairment of investments ...... — (1.4) 8.7 Impairment of goodwill ...... — 8.8 — Distribution of shares received from Provogue ...... — (10.2) — Administration expenses—exceptional ...... 21.2 1.1 20.9 Change in fair value of financial instruments ...... (273.8) (30.5) 193.4 Exceptional finance costs ...... 158.0 61.0 47.8 Taxation—non underlying (unaudited) ...... (1.5) (5.9) 1.6 Non-controlling interest—underlying (unaudited) ...... 4.4 5.8 3.3 Share of profit of associates—non underlying (unaudited) ..... (0.5) (0.6) (9.1) Interest on convertible bonds deducted directly in equity ...... (5.8) (5.8) (5.3) Underlying earnings (unaudited) ...... 140.2 137.7 138.6

The following table sets forth certain key financial ratios and selected components of the Group’s condensed consolidated balance sheets as at 31 December 2013, 31 December 2012 and 31 December 2011.

As at As at As at 31 December 31 December 31 December 2013 2012 2011 (£ millions, except as otherwise indicated) Investment and development property ...... 7,551.4 7,009.7 6,896.2 Total borrowings ...... (4,093.2) (3,845.8) (3,611.5) Net external debt(1) ...... (3,698.4) (3,504.2) (3.374.2) Net assets (adjusted, diluted)(2) ...... 3,804.4 3,515.4 3,492.7 Interest cover (unaudited)(3) ...... 1.71x 1.69x 1.71x Debt to property assets (unaudited)(4) ...... 48.5% 49.5% 48.5% Weighted average debt maturity (years)(5) ...... 8.0 6.1 7.0 Weighted average cost of total borrowings(6) ...... 4.8% 5.2% 5.6% Proportion of total borrowings with interest rate protection(7) . . . 92% 95% 97%

Notes: (1) Net external debt is a non-IFRS financial measure that excludes £160.0 million (31 December 2012: £153.5 million, 31 December 2011: £146.6 million) of the intu Metrocentre compound financial instrument relating to GIC Real Estate’s participation, which constitutes the value of that portion of the compound financial instrument that is required to be treated as debt under IFRS, but which, from an economic perspective, bears certain equity-like characteristics; and £69.3 million of short term investments in the form of CMBS notes issued by intu Metrocentre and held by another Group company which were received as cash in February 2014. (2) Adjustments to net assets required to arrive at the adjusted, diluted figure are set out in Note 19 of the Intu Annual Report 2013, Note 19 of the Intu Annual Report 2012 and Note 18 of the Intu Annual Report 2011 and include adjustments for: fair value of derivative financial instruments; unrecognised surplus on trading properties; tax on the above; deferred tax on revaluation surpluses; deferred tax on capital allowances; minority interests on the above; minority interest recoverable balance not recognised; and dilution on conversion of convertible bonds and exercise of options. (3) For a reconciliation of interest cover please see paragraph 14 ‘‘Capital structure’’ below. (4) Debt to property assets is defined as net external debt dividend by the market value of investment and development property. (5) Weighted average debt maturity is defined as the weighted average years to maturity for each debt facility calculated based upon the time from the calculation date to each amortisation cash flow. To calculate a group weighted average debt maturity this is then weighted based upon outstanding notional debt for each debt facility as at the calculation date. The Group’s revolving credit facility is drawn and repaid over short periods of time and therefore is not included in the calculation.

117 (6) Weighted average cost of total borrowings is defined as the cost of debt for each facility calculated upon the forecast interest cost (including non-cash amortisation) for the forthcoming year as a percentage of the current notional debt outstanding to give an all in rate for each debt facility. This is weighted based upon outstanding notional debt for each facility as at the calculation date. (7) Proportion of total borrowings with interest rate protection is defined as current nominal value of interest rate swaps plus nominal value of fixed rate debt expressed as a percentage of total nominal value of gross debt outstanding as at the calculation date. Finance leases and the Metrocentre compound financial interest are excluded from the calculation.

5 Description of key income statement items 5.1 Net rental income Net rental income consists of rental income generated by the Group’s property assets less property expenses directly associated with the generation of that income. Rental income is recognised on an accruals basis. 5.1.1 Rental income Rental income receivable in the period from lease commencement to lease expiry is spread evenly over that period. Any directly attributable incentive for lessees to enter into a lease agreement is spread over the same period. Rental income includes service charge recoveries, which the Group receives from a majority of its tenants. Service charges include, among others, costs of utilities, cleaning, security and insurance. Contingent rents, being those lease payments that are not fixed at the inception of a lease—for example, increases arising on rent reviews—are recorded as income in the periods in which they are earned. Rent reviews are recognised as income, based on estimates that are derived from knowledge of market rents for comparable properties determined on an individual property basis and updated for progress of negotiations, when management determines that it is reasonable to assume they will be received. If a tenant should go into administration, the Group charges a bad debt provision to its rental income against any rental payments outstanding and undertakes an impairment review on any unamortised lease incentives which may result in the write-down of the value of the lease incentive. 5.1.2 Rental expenses Rental expenses relate only to the costs directly associated with the generation of rental income, including rent payable on head leases, and do not include general and administrative expenses associated with the Group’s operations. Rental expenses also include expenses on the provision of property management services typically recovered from tenants through the service charge.

5.2 Gain or deficit on revaluation and sale of investment and development property The gain or deficit on revaluation and sale of investment and development property reflects the periodic movement in the market value of the Group’s investment and development properties, determined by independent valuers. In addition, any profit or loss on the sale of investment and development properties is included. A property’s valuation is generally a function of a property’s projected rental income and the nominal equivalent yield used to discount the property’s projected rental income. Nominal equivalent yield is the effective annual yield to a purchaser from an asset at that asset’s market value after taking account of notional acquisition costs, and assuming rent is receivable annually in arrears rather than reflecting the actual rental cash flows.

5.3 Administration expenses Administration expenses primarily comprise staff costs and other administrative costs. Staff costs consist mainly of salaries and bonuses paid to employees of the Group and associated costs, including benefits, pension arrangements and employer’s national insurance. Other administrative costs consist mainly of IT, travel, office-related expenditure and legal and professional fees. Any administration expenses that the Directors’ believe given their significance they should be disclosed separately have been categorised as ‘‘exceptional’’. The remaining administration expenses have been categorised as ‘‘ongoing’’.

118 5.4 Gain on acquisition of subsidiaries A gain on acquisition of a subsidiary is made when the fair value of the subsidiary’s net assets acquired exceeds the acquisition consideration paid for that subsidiary.

5.5 Gain on sale of subsidiaries A gain on sale of a subsidiary is made when the fair value of the disposal proceeds received exceeds the book value of the subsidiary’s net assets sold.

5.6 Impairment of goodwill Goodwill arises when a subsidiary undertaking is acquired, and is carried at cost on the balance sheet less accumulated impairment losses. Impairment reviews are performed annually and are to a large degree based on management estimates of future performance of the asset. Any resulting impairment charges are recorded on the Group’s consolidated income statement if management concludes that such asset’s originally estimated value is permanently reduced. The impairment charge for the year ended 31 December 2012 related to the goodwill arising on the acquisition of Broadmarsh, Nottingham.

5.7 Net finance costs Net finance costs include interest payable, offset by interest receivable, as well as exceptional finance costs and income, and the change in fair value of derivative financial instruments. Net interest expense consists of the interest expense associated with the Group’s borrowing arrangements less interest received by the Group on its cash deposits and cash equivalents.

5.8 Change in fair value of derivative financial instruments The Group’s exposure to derivatives is largely to interest rate swaps. These derivative contracts have been entered into, often as a requirement by lenders, in order to fix the net interest rate impact on the Group’s cash flows of the significant proportion of the loan agreements entered into by the Group that are on variable interest rates. The values of the swap contract arrangements are marked to market in the financial statements, which may result in significant fluctuations on the Group’s consolidated income statement.

5.9 Taxation The Group’s low current tax charge reflects the benefit of REIT status in the UK since 1 January 2007. Since entering this tax regime, the Group has been exempt from corporate tax on its property rental income and on capital gains on disposals of investment properties which are held within REIT qualified subsidiaries. Taxation comprises the following components: 5.9.1 Current tax The charge for current taxation is based on the results for the year as adjusted to exclude items which are non-assessable (including as a result of the REIT exemption) or disallowed. It is calculated using rates that have been enacted or substantively enacted by the balance sheet date. Tax payable upon realisation of revaluation gains not covered by the REIT exemption recognised in prior periods is recorded as a current tax charge with a release of any associated deferred tax. The Group’s current tax charges largely represents tax expenses on the Group’s US and Spanish investments.

5.9.2 Deferred tax Deferred tax is provided using the balance sheet liability method in respect of temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, with the exception of deferred tax on revaluation surpluses where the tax basis used is the accounts’ historic cost. Deferred tax is provided on all temporary differences, except in respect of unremitted earnings from investments in subsidiaries and joint ventures where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the

119 deferred tax liability is settled. It is recognised in the income statement except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are recognised in the consolidated balance sheet to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred taxation assets and liabilities are offset only when they relate to taxes levied by the same authority, with a legal right to set-off and when the Group intends to settle them on a net basis.

5.9.3 REIT entry charge In December 2006, following an extraordinary general meeting, the Group notified HMRC of its intention to become a REIT with effect from 1 January 2007. REIT status brings the Group many advantages including tax transparency for shareholders and a significantly increased flexibility for asset management which can be conducted without the complication of tax on capital gains or on rental income profits. The Group committed to the applicable entry charge at 2.19 per cent. of investment properties, which amounted to £169.0 million to be paid over a number of years with the final payment made in 2011. A further REIT entry charge of £33.0 million was made following the acquisition of intu Trafford Centre, with payments made in 2011 and 2012. Following a change in legislation, from 30 June 2012, the REIT entry charge aspect of the REIT regime no longer applies.

5.10 Profit for the year attributable to equity shareholders Profit for the year attributable to equity shareholders is the post-tax results of the Group’s operations after all income and expense, including gains or deficits associated with revaluation and sale of investment and development property and changes in the fair value of derivative financial instruments and minority interests.

5.11 Underlying earnings Underlying earnings is a non-IFRS measure that management uses to measure the Group’s operating performance. See note 1 to the table under ‘‘Income statement data’’ above for a reconciliation to profit for the year.

6 Description of key balance sheet items 6.1 Investment and development properties Investment and development properties are properties owned or leased by the Group, which are held for long term rental income and for capital appreciation. The Group has elected to use the fair value model. Properties are initially recognised at cost including transaction costs and subsequently revalued at the balance sheet date to fair value as determined by professionally qualified external valuers on the basis of market value. Market value is arrived at after deducting notional acquisition costs. In accordance with IAS 40 ‘‘Investment Property’’, property held under leases is stated gross of any applicable recognised finance lease liability. The cost of development properties includes capitalised interest incurred on borrowings during the development phase and other directly attributable outgoings, except in the case of properties and land where no development is currently ongoing, in which case no interest is included. When the Group redevelops an existing investment property for continued future use as an investment property, the property remains an investment property measured at fair value and is not reclassified. Interest is capitalised (before tax relief), on the basis of the average rate of interest paid on the relevant debt outstanding, until the date of practical completion. Gains or losses arising from changes in the fair value of investment property are recognised in the consolidated income statement of the period in which they arise. Depreciation is not provided in respect of investment properties including integral plant (which includes, for example, a building’s heating and cooling systems). When the use of a property changes from that of trading to investment, that property is transferred at fair value, with any resulting gain being recognised as property trading profit. See paragraph 16.3.5 ‘‘Principal accounting policies of the Group — Critical accounting policies, judgments and estimates — Trading property’’ below in this Part IV for information on trading properties.

120 6.2 Net debt Net debt comprises total borrowings less cash and cash equivalents.

6.2.1 Total borrowings Total borrowings includes bank loans drawn by the Group from its committed financing arrangements, CMBS, convertible bonds, debentures, leases and loan notes. Debt instruments are recognised initially at their issue proceeds, net of transaction costs. The majority of the Group’s debt instruments are subsequently stated at amortised cost using the effective yield method, with the difference between net proceeds and redemption value recognised in the income statement over the period of the borrowings. The Group’s £300 million 2.5 per cent. Guaranteed Convertible Bonds due 2018 are classified as borrowings on the Group’s balance sheet. These bonds are recorded on the balance sheet within borrowings at fair value with all gains and losses recognised in the income statement under ‘‘changes in fair value of financial instruments’’. On early termination of debt instruments, all unamortised transaction costs are recognised immediately in the income statement.

6.2.2 Cash and cash equivalents Cash and cash equivalents comprise cash balances and deposits held on call. Cash equivalents are short term, highly liquid investments with original maturities of three months or less. Bank overdrafts that are repayable on demand are included within cash and cash equivalents for the purpose of the cash flow statement.

7 Non-IFRS financial measures 7.1 Like-for-like capital and income The category of investment properties that have been owned throughout two periods without significant capital expenditure in either period, so both income and capital can be compared on a like-for-like basis. Revenues from like-to-like capital and income properties are used by management and discussed in paragraph 8.1.1—‘‘Net rental income’’ to provide an indication of the revenues generated by the Group’s property portfolio without regard to the impact of acquisitions, disposals or significant redevelopments.

7.2 Like-for-like capital The category of investment properties that includes like-for-like capital and income properties, plus those that have been owned throughout the current period but not the whole of the prior period, without significant capital expenditure in the current period, so capital values but not income can be compared on a like-for-like basis. Gains or deficits on revaluation and sale of the Group’s properties, on a like-for-like capital basis, are monitored by management and discussed below as an indication of organic movements in the value of the group’s portfolio, without regard to the impact of acquisitions disposals or redevelopments.

7.3 Net external debt Net external debt is a non-IFRS financial measure that excludes £160.0 million as at 31 December 2013 of the intu Metrocentre compound financial instrument relating to GIC Real Estate’s participation, which constitutes the value of that portion of the compound financial instrument that is required to be treated as debt under IFRS, but which, from an economic perspective, bears certain equity-like characteristics; and £69.3 million of short-term investments in the form of CMBS notes issued by intu Metrocentre and held by another Group company which were received as cash in 2014.

8 Comparison of the year ended 31 December 2013 and 31 December 2012 8.1 Financial results 8.1.1 Net rental income Net rental income increased from £362.6 million for the year ended 31 December 2012 to £369.5 million for the year ended 31 December 2013.

121 Net rental income increased largely due to the impact of the acquisitions of Midsummer Place and Parque Principado that were completed in the year. Excluding the impact of acquisitions, like-for-like net rental income decreased by 1.9 per cent. due to the negative impact of lower rental income received and rental expenses associated with tenant failures, which amounted to £10 million for the year ended 31 December 2013. Tenant failures also impacted occupancy levels, which decreased from 96 per cent. as at 31 December 2012 to 95 per cent. as at 31 December 2013. The impact of tenant failures on like-for-like net rental income was partially offset by £4 million of additional income from rent increases on new and continuing leases compared to the year ended 31 December 2012.

8.1.2 Net other income Net other income decreased from £6.3 million for the year ended 31 December 2012 to £3.8 million for the year ended 31 December 2013. Net other income largely comprised dividend income from the Group’s investment in a joint venture with Equity One, a listed US REIT. In 2013, net other income reflected a net £2.6 million loss arising from the first year’s activity of IntuDigital Limited, a business comprising the Group’s digital initiatives.

8.1.3 Net gain on revaluation and sale of investment and development property The Group recorded a net gain of £125.8 million in connection with the revaluation and sale of investment and development property for the year ended 31 December 2013 compared to a net gain of £40.9 million for the year ended 31 December 2012. The net gain on revaluation of investment and development property of £125.8 million represented a revaluation surplus of 1.8 per cent. during the period. The net gain was primarily driven by the reduction in the weighted average nominal yield from 5.94 per cent. as at 31 December 2012 to 5.79 per cent. as at 31 December 2013.

8.1.4 Gain on acquisition of subsidiaries No gain on acquisition of subsidiaries was made in 2013. In 2012, the Group recorded a gain of £2.3 million on the acquisition of the 100 per cent. of the share capital of Capital & Regional Braehead Limited (now renamed intu Braehead Limited) which holds a 50 per cent. interest in Xscape Braehead Partnership (now renamed Braehead Leisure Partnership). As a result of this transaction, the Group’s interest in the Braehead Leisure Partnership increased to 100 per cent.

8.1.5 Sale and impairment of other investments No gains or losses were recorded on sales or impairments of investments in 2013. For the year ended 31 December 2012, the Group recorded a gain of £1.4 million on the sale of 4.1 million shares in Equity One. Following this transaction, the Group retained 11.4 million instruments in a joint venture with Equity One, convertible into Equity One shares.

8.1.6 Impairment of goodwill No impairment of goodwill was recorded in 2013. In the year ended 31 December 2012, the Group recorded an impairment charge of £8.8 million against the goodwill that arose on the Group’s acquisition of Broadmarsh shopping centre in Nottingham following a reduction in its property valuation as at 31 December 2012.

8.1.7 Distribution of shares received from Provogue No distributions of shares from Provogue were received in 2013. For the year ended 31 December 2012, Provogue (India) Limited in which the Groups owns a 9.9 per cent. interest, undertook a demerger of its 75 per cent. holding in Prozone Capital Shopping Centres Limited (‘‘Prozone’’) by way of a distribution of shares in Prozone. The receipt by the Group of the additional shares was treated as a distribution valued at £10.2 million.

8.1.8 Administration expenses Ongoing administration expenses were £27.7 million for the year ended 31 December 2013 compared to £26.7 million for the year ended 31 December 2012. The increase largely resulted from higher employee-related costs due to an increase in the number of employees.

122 Exceptional administration expenses during the year ended 31 December 2013 amounted to £21.2 million compared to £1.1 million for the year ended 31 December 2012. These exceptional costs were largely in connection with acquisitions. For the year ended 31 December 2013 the most significant cost was in respect of the acquisition of Midsummer Place (£11.2 million), being predominantly stamp duty. In addition to the cost of acquisitions in 2013, the Group incurred costs of £6.8 million in respect of the rebranding of the Group to intu. For the year ended 31 December 2012, the Group incurred costs of £1.1 million related to the acquisitions of StyleMeTV Limited (now renamed IntuDigital Limited) and Capital and Regional Braehead (now renamed Intu Braehead Limited).

8.1.9 Net finance costs Net finance costs for the year ended 31 December 2013 were £87.3 million, compared to net finance costs of £234.5 million for the year ended 31 December 2012, a reduction of £147.2 million. This was principally due to movement from a non-cash credit of £30.5 million relating to changes in the fair value of derivative financial instruments, principally interest rate swaps, during the year ended 31 December 2012 to a credit of £273.8 million for the year ended 31 December 2013. The credit for the year ended 31 December 2013 is largely due to cash payments made in the year to terminate interest rate swaps associated with debt refinancing in the year that had previously been provided for. The credit for the year ended 31 December 2012 was largely a consequence of the increase in UK interest rates. Exceptional finance costs for the year ended 31 December 2013 totalled £158.0 million compared to £61.0 million for the year ended 31 December 2012. This increase was principally due to the costs incurred on termination of interest rate swaps.

8.1.10 Profit before tax and associates Profit before tax and associates increased to £362.9 million for the year ended 31 December 2013 from £152.6 million for the year ended 31 December 2012, as a result of the factors discussed above.

8.1.11 Taxation Taxation for the year ended 31 December 2013 was a credit of £0.6 million compared to a credit of £5.1 million for the year ended 31 December 2012. The credit for the year ended 31 December 2013 was due to a deferred tax credit of £1.4 million offsetting a current tax charge, mainly on the income from the Group’s US and Spanish investments. The credit for the year ended 31 December 2012 primarily related to deferred tax on the movements in the fair value of derivative financial instruments.

8.1.12 Underlying earnings Underlying earnings increased to £140.2 million for the year ended 31 December 2013 from £137.7 million for the year ended 31 December 2012. The increase was due to the combination of higher net rental income arising from the acquisitions completed in the year and lower underlying finance costs, largely due to the lower average cost of net debt, more than offsetting the increase in ongoing administrative expenses and lower net other income.

8.2 Selected balance sheet data 8.2.1 Investment and development property Investment and development property totalled £7,551.4 million as at 31 December 2013 compared to £7,009.7 million as at 31 December 2012. This movement primarily relates to the acquisitions of Midsummer Place and Parque Principado, valued at £250.5 million and £144.7 million at their respective acquisition dates. The like-for-like valuation gain for the year added £124.9 million to the value of the Group’s property.

8.2.2 Net debt Net debt totalled £3,927.7 million as at 31 December 2013, compared to £3,657.7 million as at 31 December 2012. The increase was principally due to debt taken on in connection with the acquisitions and exceptional finance costs incurred during the year.

123 8.2.3 Key financial measures The Group’s net assets per share (diluted, adjusted) decreased to 380 pence as at 31 December 2013 compared to 392 pence as at 31 December 2012. This decrease was mainly due to exceptional finance costs and the impact of issuing shares at a discount to net asset value to fund the Midsummer Place acquisition, which more than offset the impact of the valuation gain on the Group’s investment and development property portfolio. Total dividends paid in the year were matched by the underlying earnings generated in the year. As at 31 December 2013, the Group’s debt to property assets was 48.5 per cent., compared to 49.5 per cent. as at 31 December 2012, largely as a result of the increase in the value of the Group’s property values.

9 Comparison of the year ended 31 December 2012 and 31 December 2011 9.1 Financial results 9.1.1 Net rental income Net rental income decreased marginally from £364.0 million for the year ended 31 December 2011 to £362.6 million for the year ended 31 December 2012. Net rental income decreased largely due to the negative impact of lower rental income received and rental expenses associated with tenant failures, which amounted to £13 million for the year ended 31 December 2012. Tenant failures also impacted occupancy levels, which decreased from 97 per cent. as at 31 December 2011 to 96 per cent. as at 31 December 2012. The impact of the tenant failures was partially offset by higher rental income resulting from an extra month of income from intu Trafford Centre for the year ended 31 December 2012 compared to the year ended 31 December 2011 (as the property was acquired on 28 January 2011). The impact of tenant failures was further offset by £5 million of additional income from rent increases on new and continuing leases for the year ended 31 December 2012 compared to the year ended 31 December 2011.

9.1.2 Net other income Net other income decreased from £7.8 million for the year ended 31 December 2011 to £6.3 million for the year ended 31 December 2012. Net other income largely comprised dividend income from the Group’s investment in a joint venture with Equity One, a listed US REIT, and shares in Equity One. In March 2012, the Group disposed of 4.1 million shares in Equity One resulting in a reduction in income from investments of £2 million for the year ended 31 December 2012 as no further dividends were received following the disposal.

9.1.3 Net gain or deficit on revaluation and sale of investment and development property The Group recorded a net gain of £40.9 million in connection with the revaluation and sale of investment and development property for the year ended 31 December 2012 compared to a net gain of £63.0 million for the year ended 31 December 2011. The net gain on revaluation of investment and development property of £40.8 million represented a revaluation surplus of 0.6 per cent. during the period. The net gain was primarily driven by the reduction in the weighted average nominal yield from 5.98 per cent. as at 31 December 2011 to 5.94 per cent. as at 31 December 2012.

9.1.4 Gain on acquisition of subsidiaries In 2012, the Group acquired 100 per cent. of the share capital of Capital & Regional Braehead Limited (now renamed Intu Braehead Limited) which holds a 50 per cent. interest in Xscape Braehead Partnership (now renamed Braehead Leisure Partnership). As a result of this transaction, the Group’s interest in the Braehead Leisure Partnership increased to 100 per cent. The Group recorded a gain of £2.3 million on this acquisition. In 2011, the Group acquired 100 per cent. of a group of companies that owned and operated the Trafford Centre, now renamed intu Trafford Centre. The Group recorded a gain of £52.9 million on this acquisition.

124 9.1.5 Gain on sale of subsidiaries In 2011, the Group contributed its interests in its US subsidiaries to a joint venture with Equity One, receiving as consideration shares in Equity One and instruments in a joint venture convertible into Equity One shares. The Group recorded a gain of £40.4 million on this sale.

9.1.6 Sale and impairment of other investments For the year ended 31 December 2012, the Group recorded a gain of £1.4 million on the sale of its 4.1 million shares in Equity One. Following this transaction, the Group retained 11.4 million instruments in a joint venture with Equity One, convertible into Equity One shares. For the year ended 31 December 2011, the Group recorded an £8.7 million impairment charge against its 9.9 per cent. investment in Provogue (India) Limited, a listed Indian retailer.

9.1.7 Impairment of goodwill For the year ended 31 December 2012, the Group recorded an impairment charge of £8.8 million against the goodwill that arose on the Group’s acquisition of Broadmarsh shopping centre in Nottingham following a reduction in its property valuation as at 31 December 2012.

9.1.8 Distribution of shares received from Provogue For the year ended 31 December 2012, Provogue (India) Limited in which the Groups owns a 9.9 per cent. interest, undertook a demerger of its 75 per cent. holding in Prozone Capital Shopping Centres Limited (‘‘Prozone’’) by way of a distribution of shares in Prozone. The receipt by the Group of the additional shares was treated as a distribution valued at £10.2 million and increased its stake in Prozone from 25.0 per cent. to 32.4 per cent.

9.1.9 Administration expenses Ongoing administration expenses were £26.7 million for the year ended 31 December 2012 compared to £24.1 million for the year ended 31 December 2011. The increase largely resulted from higher employee-related costs due to a higher number of employees as a result of certain acquisitions and enhancing skill levels in certain areas. Exceptional administration expenses during the year ended 31 December 2012 amounted to £1.1 million compared to £20.9 million for the year ended 31 December 2011. These exceptional costs were in connection with acquisitions. For the year ended 31 December 2012 the acquisitions were StyleMeTV Limited (now renamed IntuDigital Limited) and Capital and Regional Braehead (now renamed Intu Braehead Limited). For the year ended 31 December 2011, the costs were in relation to the acquisition and integration of the Trafford Centre (£17.6 million) and Broadmarsh, Nottingham (£3.3 million).

9.1.10 Net finance costs Net finance costs for the year ended 31 December 2012 were £234.5 million, compared to net finance costs of £447.2 million for the year ended 31 December 2011, a reduction of £212.7 million. This was principally due to movement from a non-cash charge of £193.4 million relating to changes in the fair value of derivative financial instruments, principally interest rate swaps, during the year ended 31 December 2011 compared to gains of £30.5 million for the year ended 31 December 2012. The charge recognised for the year ended 31 December 2011 arose primarily as a consequence of lower UK interest rate swap levels. The gain for the year ended 31 December 2012 resulted largely as a consequence of the increase in UK interest rates. Exceptional finance costs for the year ended 31 December 2012 totalled £61.0 million compared to £47.8 million for the year ended 31 December 2011. This increase was principally due to the higher costs incurred on termination of interest rate swaps in 2012.

9.1.11 Profit before tax and associates Profit before tax and associates increased from £27.2 million for the year ended 31 December 2011 to £152.6 million for the year ended 31 December 2012, as a result of the factors discussed above.

125 9.1.12 Taxation Taxation was a credit of £5.1 million for the year ended 31 December 2012 compared to a charge of £2.6 million for the year ended 31 December 2011. The credit for the year ended 31 December 2012 primarily related to movements in the fair value of derivative financial instruments. The charge for the year ended 31 December 2011 primarily related to deferred tax provisions on the increased value of the Group’s US investments.

9.1.13 Underlying earnings Underlying earnings decreased to £137.7 million for the year ended 31 December 2012 from £138.6 million for the year ended 31 December 2011. The decrease in underlying earnings was due to the reduction in net rental income and the increase in ongoing administrative expenses being only partially offset by a reduction in the underlying net finance costs arising from the lower average cost of net debt for the year ended 31 December 2012 compared to the year ended 31 December 2011.

9.2 Selected balance sheet data 9.2.1 Investment and development property Investment and development property totalled £7,009.7 million, as at 31 December 2012, compared to £6,896.2 million as at 31 December 2011. This movement primarily relates to additional expenditures during the year of £73.8 million with the largest individual item being the £28 million acquired as part of the acquisition of the remaining 50 per cent. interest in Braehead Xscape. Other significant items of capital expenditure included £13 million in respect of the purchase of the Group’s 50 per cent. interest in the Centaurus Retail Park, which is adjacent to a centre the Group has an interest in, The Mall at Cribbs Causeway; £5 million in respect of King George V Dock, which is adjacent to intu Braehead; and £8 million for the Group’s 50 per cent. share of the long leasehold interest in two units in Arndale, Manchester. In addition to these items of capital expenditure the Group recorded a surplus on the valuation of its investment and development property of £40.8 million during the year.

9.2.2 Net debt Net debt totalled £3,657.7 million as at 31 December 2012, compared to £3,520.8 million as at 31 December 2011. The increase was principally due to capital expenditure and exceptional finance costs incurred during the year.

9.2.3 Key financial measures The Group’s net assets per share (diluted, adjusted) increased marginally to 392 pence as at 31 December 2012 compared to 391 pence as at 31 December 2011. This increase was due to revaluation gains on the Group’s investment and development property portfolio and investments more than offsetting exceptional finance and administration costs during the year. As at 31 December 2012, the Group’s debt to assets ratio was 49.5 per cent., compared to 48.5 per cent. as at 31 December 2011 largely as a result of the increase in the Group’s net debt.

10 Liquidity and capital resources 10.1 Capital and liquidity requirements The Group’s liquidity requirements arise primarily from the need to fund the purchase and development of property, the repayment of borrowings and the payment of dividends, finance and administration costs. To date, these requirements have been funded largely through cash flow from operations, bank and other borrowings and equity funding. The Group receives relatively stable and predictable cash flows from its tenants and expects to continue to meet short term liquidity requirements through cash generated from operations and existing Group banking facilities. Capital acquisitions are typically funded through a combination of one or more of existing Group banking facilities, asset-specific debt funding and equity raising. The Group may pre-fund capital expenditure by arranging facilities or raising debt in the capital markets and then placing surplus funds on deposit until required for the project. Set forth below is a description of the Group’s current debt structure.

126 As at 31 December 2013, the Group had £3,698.4 million of net external debt representing an increase of £194.2 million since 31 December 2012. The majority of the Group’s debt is asset-specific (or secured) and is limited or non-recourse from the borrowing and guarantor entities to other Group companies, which would also include the secured group structure. This structure permits the Group a higher degree of financial flexibility in dealing with individual property issues than a financing structure based on a single Group-wide borrowing facility. See, however, in the section of this document entitled ‘‘Risk Factors’’, the paragraph under the heading ‘‘Borrowings by the Group are secured on Group assets and any failure to meet the requirements of the debts incurred may have an adverse effect on the Group’s business, financial condition and results of operations.’’ In addition to limited and non-recourse debt, the Group has a corporate revolving credit facility of £375 million (described below under ‘‘Financial Arrangements’’), which can be utilised to fund development and investment opportunities before they are sufficiently developed to support their own financing arrangements. The Group’s borrowing requirements are not subject to seasonality. As at 31 December 2013 the Group had cash, short term investments and unutilised committed bank facilities available in the aggregate amount of £325 million, which provides resources for the Group’s committed development programme. There has been no material change in the net indebtedness of the Group since 31 December 2013.

10.1.1 Maturity Profiles As at 31 December 2013, the Group had outstanding debt with the following maturities measured at accounting book value: As at 31 December 2013 Amounts falling due within one year—current Bank loans and overdrafts ...... 127.6 Commercial mortgage backed securities (‘‘CMBS’’) notes ...... 16.5 Loan notes 2014 ...... 1.6 Borrowings excluding finance leases ...... 145.7 Finance lease obligations ...... 3.5 Amounts falling due within one year—current ...... 149.2 Amounts falling due after more than one year—non-current Revolving Credit Facility 2018(1) ...... 285.0 CMBS notes 2015 ...... 3.1 CMBS notes 2022 ...... 51.6 CMBS notes 2029 ...... 93.2 CMBS notes 2033 ...... 364.1 CMBS notes 2035 ...... 184.0 Bank loan 2016 ...... 586.9 Bank loan 2017 ...... 41.9 Bank loan 2018 ...... 346.6 Debentures 2027 ...... 227.6 3.875% bonds 2023 ...... 439.4 4.625% bonds 2028 ...... 340.1 4.125% bonds 2023 ...... 475.2 2.5% convertible bonds 2018 ...... 312.8 Borrowings excluding finance leases and Metrocentre compound financial instrument . 3,751.5 Metrocentre compound financial instrument—2027 ...... 160.0 Finance lease obligations ...... 32.5 Amounts falling due after more than one year—non-current ...... 3,944.0 Total borrowings ...... 4,093.2

Note: (1) Each of the lenders under the facility have extended their participation until 2018, except Lloyds Bank plc, whose £100 million participation terminates in 2017.

127 A revolving credit facility of £375 million matures in 2018. However, Lloyds Bank plc’s £100 million participation will terminate in 2017. £285 million was drawn under this facility as at 31 December 2013. The loans secured on Braehead Leisure and St. David’s Cardiff are due to mature in 2014. These total £122 million of debt.

10.1.2 Financial covenants Secured, non-recourse debt The Group has financial covenants that apply to its secured limited or non-recourse debt. The two main covenants are Loan to Value (LTV) and Interest Cover (IC). The actual requirements, as set out in the tables below, vary and are specific to each loan. At 31 December 2013 and for all covenant test dates to 17 March 2014, the Group is fully compliant in all financial covenant tests certified to lenders. There are LTV and IC tests, as set out in a table below, that apply to the Group’s £79 million of joint venture borrowing secured on St. David’s Cardiff. The LTV covenant is to be complied with at all times. The LTV and IC covenants are reported quarterly in each compliance certificate. At 31 December 2013, and for all covenant test dates to 17 March 2014, the joint venture is fully compliant in all financial covenant tests certified to lenders. Compliance with financial covenants is continuously monitored. In the case of CMBS-related debt and non-recourse bank loans, a potential breach would be discussed with lenders. This could result in a renegotiation or possible waiving of the covenant. Actual covenant breaches can be rectified by a number of remedies such as additional security, temporary cash deposit or partial repayment before an event of default occurs. Further details of the financial covenants contained in the Group’s debt, both non-recourse and recourse, are set forth below:

Secured Group Structure as at 31 December 2013 Additional detail regarding the Secured Group Structure can be found in paragraph 17.1.7 of Part X ‘‘Additional Information’’.

Interest Interest Loan LTV LTV cover cover £m Maturity covenant(1) actual covenant(1) actual 4.625 per cent. bonds ...... 350.0 2028 — — — — 3.875 per cent. bonds ...... 450.0 2023 — — — — Term loan ...... 351.8 2018 — — — — 1,151.8 80% 48% 125% 231%

Note: (1) Tested on the Security Group (as defined in the 8 March 2013 prospectus in relation to the bond issue), the principal assets of which are intu Lakeside, intu Braehead, intu Watford and intu Victoria Centre. intu Metrocentre as at 31 December 2013

Loan LTV LTV Interest cover Interest cover £m Maturity covenant actual covenant actual 4.125 per cent. bonds ...... 485.0 2023 100% 55% 125% 222% The bonds, which were issued by Intu Metrocentre Finance plc on 20 November 2013, are secured on (among other things) the Group’s intu Metrocentre property. The financial covenants (comprising a loan to value test and a historic interest cover test as shown in the above table) are tested on a semi-annual basis, and certified to the security trustee. A breach of the financial covenant levels described in the above table constitutes an event of default (subject to limited cure rights). In addition, if either of the financial covenants breach a specified trigger level set below the default threshold (being, in the case of the loan to value covenant, 70 per cent., and in the case of interest cover, 140 per cent.) then, amongst other consequences, no dividends or distributions may be made to the Group from free cash available after debt service on the bonds (this cash being instead locked up in the structure and available to partly redeem the bonds after 18 months), and the bondholders may appoint an independent third party property manager to the property after 12 months.

128 Intu Debenture plc as at 31 December 2013

Debt Debt Debenture Capital Capital service service Stock cover cover cover cover £m Maturity covenant actual covenant actual 227.6 2027 150% 204% 100% 106% The debenture is currently secured on a number of the Group’s interests including intu Potteries, intu Eldon Square and intu Broadmarsh. Should the capital cover or interest cover test be breached, Intu Debenture plc has three months from the date of delivery of the valuation or the latest certificate to the trustees to make good any deficiencies. The issuer may withdraw property secured on the debenture by paying a sum of money or through the substitution of alternative property provided that the capital cover and interest cover tests are satisfied immediately following the substitution.

Financial covenants on asset-specific debt

Loan outstanding Loan to as at 31 December 31 January 2013 Interest Interest 2014(1) LTV Market cover cover Financial covenants on asset-specific debt (£m) Maturity covenant value(2) covenant actual(3) intu Chapelfield ...... 204.9 2016 N/A 83% 120% 160% intu Uxbridge ...... 147.0 2016 80% 69% 120% 181% Midsummer Place ...... 125.3 2016 65% 50% 150% 329% intu Bromley ...... 116.0 2016 80% 73% 120% 191% St David’s, Cardiff(4) ...... 78.6 2014 65% 29% 180% 341% Braehead Leisure ...... 42.9 2014 80% 75% 120% 260% Barton Square ...... 42.5 2017 65% 54% 175% 202%

Notes: (1) The loan values are the principal balances outstanding at 31 January 2014, which take into account any principal repayments made in January 2014. The balance sheet value of the loans includes unamortised fees. (2) The loan to 31 December 2013 market value provides an indication of the impact the 31 December 2013 property valuations could have on the LTV covenants. The actual timing and manner of testing LTV covenants varies and is loan specific. (3) Based on latest certified figures, calculated in accordance with loan agreements, which have been submitted between 31 December 2013 and 31 January 2014. The calculations are loan specific and include a variety of historic, forecast and, in certain instances, a combined historic and forecast basis. (4) 50 per cent. of the debt is shown which is consistent with accounting treatment and the Group’s economic interest.

Intu Trafford Centre There are no financial covenants in relation to the notes issued under the Trafford Centre securitisation. However, a debt service cover ratio is assessed quarterly and where this falls below specified levels certain restrictions come into force. The loan to 31 December 2013 market value ratio is 40 per cent.

Financial covenants on corporate facilities as at 31 December 2013

Net Interest Interest Borrowings/ Borrowings/ worth Net worth cover cover net worth net worth covenant actual covenant actual covenant actual £375m facility, maturing in 2018(1) £750m £1,909m 110%(3) 195% 110% 81% £300m due in 2018—2.5 per cent. convertible bonds(2) ...... n/a n/a n/a n/a 175% 12%

Notes: (1) Tested on the ‘‘Borrower Group’’ (as defined in the facility). Certain subsidiaries with asset-specific finance are excluded from the calculation of borrowings and net worth. The facility is secured on the Group’s investments in Manchester Arndale and Cribbs Causeway. Lloyds Bank plc’s participation terminates in 2017.

129 (2) Tested on the ‘‘Group’’ (as defined in the bond documentation). Certain subsidiaries with asset specific finance are excluded from the calculation of the Group’s borrowings. (3) A further test is applied if interest cover is between 110 per cent. and 120 per cent. based on the projected rental income received by the Borrower Group as compared to the projected interest expense paid under the facility over the coming 12 month period.

10.1.3 Financial arrangements

(i) 2.5 per cent. convertible bonds due 2018 On 4 October 2012, Intu (Jersey) Limited (formerly Capital Shopping Centres (Jersey) Limited) issued £300.0 million 2.5 per cent. Guaranteed Convertible Bonds due 4 October 2018 at par. The Company is the guarantor of Intu (Jersey) Limited’s obligations, including payment. The bonds are convertible into preference shares of the issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or (at the Company’s election) any combination of ordinary shares and cash. Subject to certain conditions, including in relation to the market value of the bonds compared to the Ordinary Shares, the bonds can be converted at any time from 14 November 2012 up to the 20th dealing day before the maturity date. For additional detail regarding the conversion price, see paragraph 17.1.6 of Part X ‘‘Additional Information’’. All the bonds issued remain outstanding as at 31 December 2013. During the year ended 31 December 2013 interest of £7.5 million (31 December 2012: £1.8 million) in respect of the coupon rate has been recognised on the bonds within finance costs. For additional information, please see Note 33 of the Intu Annual Report 2013.

(ii) 3.75 per cent. convertible bonds On 28 January 2011, the Company issued £127.6 million, 3.75 per cent. perpetual subordinated convertible bonds as part of the consideration for the acquisition of intu Trafford Centre. On the same date as a condition of the acquisition the Company also issued to the Peel Group £26.7 million of convertible bonds for a subscription amount of £23.7 million and an implied issue price of the underlying shares of £3.55 per share. For additional detail regarding the conversion price, see paragraph 17.1.5 of Part X ‘‘Additional Information’’. A total of £154.3 million of the 3.75 per cent. bonds were issued and remain outstanding as at 31 December 2013 (31 December 2012: £154.3 million). The bonds rank for payment behind all unsubordinated creditors of the Company and are accounted for as equity at their fair value on issue which totalled £143.7 million as at 31 December 2013 (31 December 2012: £143.7 million). During the year interest of £5.8 million (31 December 2012: £5.8 million) has been recognised on these bonds directly in equity. For additional information, please see Note 33 of the Intu Annual Report 2013.

(iii) Revolving credit facility The Group has a £375 million revolving credit facility with HSBC Bank plc, Lloyds Bank plc, BoA Netherlands Cooperative U.A, Credit Suisse AG London, Branch and UBS AG, London Branch. This facility contains financial covenants which may be breached in the event of a sustained reduction in property values. The minimum net worth covenant, which excludes at the Group’s election certain subsidiaries with asset-specific finance, is £750 million and there is a pledge over the Company’s interest in two shopping centres, Cribbs Causeway, Bristol and Manchester Arndale, the combined value of which at 31 December 2013 was £641 million. The interest cover covenant is 110 per cent. (based on the Group’s consolidated profits) with a further test to be applied if interest cover is between 110 and 120 per cent. (based on projected rental income received by the Borrower Group compared to projected interest expense paid under the facility over the coming 12 month period). Please see Note 31 of the Intu Annual Report 2013.

130 11 Cash flow analysis The following table presents, for the years ended 31 December 2013, 31 December 2012 and 31 December 2011, the Group’s cash flow from operating activities, cash flow from investing activities, cash flow from financing activities, and the decrease in cash and cash equivalents at the end of each period:

Year ended 31 December 2013 2012 2011 (£ millions) Cash flows from operating activities ...... (21.8) 75.7 32.7 Cash flows from investing activities ...... (411.1) (51.1) (89.0) Cash flows from financing activities ...... 406.4 73.3 (98.1) Effects of exchange rates on cash and cash equivalents ...... (0.1) — — Net increase/(decrease) in cash and cash equivalents ...... (26.6) 97.9 (154.4) Cash and cash equivalents at 1 January ...... 186.1 88.2 242.6 Cash and cash equivalents at 31 December ...... 159.5 186.1 88.2

11.1 Cash flows from operating activities The cash outflow from operating activities of £21.8 million for the year ended 31 December 2013 represents a reduction of £97.5 million from the cash inflow of £75.7 million for the year ended 31 December 2012. The most significant factor in this movement was £97.0 million increase in exceptional finance costs in the year largely as a result of payments required to terminate interest swaps in connection with the debt refinancings completed in the year. The cash inflow of £75.7 million for the year ended 31 December 2012 represents a £43.0 million increase from the £32.7 million inflow from operating activities achieved for the year ended 31 December 2011. The most significant factor in this increase was the £23.7 million reduction in REIT entry charge payments which fell from £38.9 million for the year ended 31 December 2011 to £15.2 million for the year ended 31 December 2012. The payments made in 2011 relate to the final payment of £21.1 million of the initial REIT charge and £17.8 million in respect of the £33.0 million total REIT charge payable in respect of the Trafford Centre. The balance of the Trafford Centre charge of £15.2 million was paid in 2012.

11.2 Cash flows from investing activities The net cash outflow from investing activities of £411.1 million for the year ended 31 December 2013 was largely due to payments totalling £382.1 million net of cash acquired, in respect of the acquisitions of Midsummer Place (£248.6 million) and Parque Principado (£133.5 million). The net cash outflow from investing activities of £51.1 million for the year ended 31 December 2012 was largely due to £81.2 million of capital expenditure with the most significant item being the payment of £27.0 million to settle a Compulsory Purchase Order in respect of a piece of land that formed part of the extension at St. David’s, Cardiff. The outflow on capital expenditure was partially offset by an inflow of £48.7 million from the sale of 4.1 million of the Group’s shares in Equity One, a US listed REIT. Following this transaction, the Group retained 11.4 million instruments in a joint venture with Equity One, convertible into Equity One shares. For the year ended 31 December 2011 the Group recorded a £89.0 million cash outflow from investing activities. The most significant outflow was the £72.8 million paid to acquire a 100 per cent. interest in The Broadmarsh Retail Limited Partnership that owns and operates the Broadmarsh shopping centre (now renamed intu Broadmarsh) in Nottingham. Capital expenditure for the year ended 31 December 2012 totalled £26.9 million on a number of relatively small projects.

11.3 Cash flows from financing activities The Group recorded a cash inflow of £406.4 million from financing activities for the year ended 31 December 2013. The major factors in the inflow were the £273.0 million cash received from the issue of ordinary shares to finance the acquisition of Midsummer Place; an inflow of £159.7 million from the net impact of new borrowings drawn and borrowings repaid in the year; £71.1 million received from Canada Pension Plan Investment Board for their 49 per cent. share of the acquisition of Parque Principado; and a cash outflow of £90.9 million in respect of the 2012 final dividend and the 2013 interim dividend.

131 The Group recorded a cash inflow of £73.3 million from financing activities for the year ended 31 December 2012. The major factors in the inflow were the issue of £300 million of convertible bonds, £117.2 million total payments in respect of the Group’s 2011 final dividend and the interim 2012 dividend, and the £107.3 million net repayment of borrowings. The net cash outflow from financing activities for the year ended 31 December 2011 of £98.1 million was predominantly due to the net repayment of borrowings of £138.2 million and the payment of equity dividends totalling £125.6 million.

11.4 Contingencies and Commitments The following table summarises the Group’s contractual obligations under certain contracts as at 31 December 2013:

<1 yr 1-2 years 2-5 years >5 years Total (£ millions) Total borrowings (including interest)(1) ...... 302.4 180.6 2,056.3 3,045.5 5,584.8 Finance lease obligations ...... 4.7 4.3 12.7 66.2 87.9 Net derivative financial instruments ...... 51.7 42.0 45.3 101.0 240.0 358.8 226.9 2,114.3 3,212.7 5,912.7

Notes: (1) Includes intu Metrocentre compound financial instrument. (2) This table excludes operating lease obligations.

12 Capital expenditure Capital expenditure is spending associated with the development and redevelopment of the Group’s property assets and purchases of new property assets. As set out in the table below, as at 31 December 2013, the Group had a committed development programme of £86 million which will be principally funded by the current corporate available facilities, as outlined in the paragraph ‘‘Revolving credit facility’’ above. The majority of the outstanding commitments relate to residual commitments in respect of the Group’s refurbishment works at intu Victoria Centre of £40 million which is due to be completed in 2015.

2014 2015 Total (£ millions) Amount of Development Commitment ...... 60 26 86

13 Off balance sheet arrangements and contingent liabilities As at 17 March 2014 the Group does not have any significant off balance sheet arrangements or contingent liabilities.

14 Capital structure The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure. The capital of the Group consists of equity, debt and hybrid financial instruments. The Group aims to access both debt and equity capital markets with maximum efficiency and flexibility. The key ratios used to monitor the capital structure of the Group are the debt to assets ratio and the interest cover ratio. The Group’s stated medium to long-term preference is for the debt to assets ratio to

132 be between 40 to 50 per cent. and interest cover to be greater than 1.60x. The Group has met these internal targets in each of the last three years.

As at 31 December 2013 (£ millions) Debt to assets ratio Market value of investment and development property ...... 7,624 Net external debt ...... 3,698 48.5%

As at 31 December 2013 (£ millions) Interest cover Interest payable ...... 197.2 Interest receivable ...... (0.6) Interest on convertible bonds deducted directly in equity ...... 5.8 202.4 Underlying operating profit ...... 345.6 1.71x

15 Qualitative and quantitative disclosures about market risk The four most significant market risks that the Group faces are liquidity risk, interest rate risk, foreign exchange risk and credit risk. A full review of the market risks faced by the Group is detailed in the notes to the Accounts, which are incorporated by reference herein. Liquidity risk and interest rate risk are considered to be the principal financial risks.

15.1 Liquidity risk Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due. Liquidity analysis is intended to provide sufficient headroom to meet the Group’s operational requirements and investment commitments. The Group treasury policy aims to meet this objective through maintaining adequate cash and marketable securities, as well as maintaining adequate committed facilities. A key factor in ensuring existing facilities remain available to the Group is the borrowing entities’ ability to meet the relevant facilities’ financial covenants. The Group has a process to continuously monitor both current and projected compliance with the financial covenants. A detailed analysis of the Group’s financial covenant position is set out above. The Group’s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest risk and to refinancing risk. The Group seeks to borrow for as long as possible at the lowest acceptable cost. It is the Group’s policy to maintain a weighted average debt maturity of over five years. As at 31 December 2013, the Group’s debt maturity profile showed an average maturity of eight years (31 December 2012: six years). The Group regularly reviews the maturity profile of its financial liabilities and seeks to avoid concentrations of maturities through the regular replacement of facilities and by arranging a selection of maturity dates. Re-financing risk may be reduced by re-borrowing prior to the contracted maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the time of the desired refinancing.

15.2 Interest rate risk Interest rate risk comprises both cash flow and fair value risks. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Fair value interest rate risk is the risk that the fair value of financial instruments will fluctuate, and be reflected in the consolidated income statement, as a result of changes in market interest rates.

133 The Group’s interest rate risk arises, on both a cash flow and fair value basis, from borrowing. Borrowings issued at variable rates expose the group to cash flow interest rate risk, whereas borrowings issued at fixed interest rates expose the Group to fair value interest rate risk. Bank debt is typically at floating rates linked to LIBOR for the relevant currency. Bond debt and other capital market debt is generally at fixed rates. The Group’s secured borrowing facilities that include floating rate debt may require the Group to enter into interest rate swaps, which have the economic effect of converting borrowings from floating to fixed rates. The Group’s policy on borrowings which do not contain such requirements is also to eliminate the vast majority of the near term exposure to interest rate fluctuations in order to establish certainty over cash flows by using fixed interest rate swaps. As a consequence, the Group is exposed to market price risk in respect of the fair value of its fixed rate derivative financial instruments. This policy can result in significant non-cash movements in the Group’s income statement. Certain of the Group’s interest rate swap contracts provide the option for early termination by either the Group or the counterparty. Depending on the interest rate environment there is a risk that a counterparty to the contracts may elect to terminate early and the market value amount calculated on termination may result in a net payment to the counterparty from the Group. The following table sets out the interest rate profile of the Group’s borrowings for the periods indicated and the effects of interest rate swaps thereon.

Fixed Floating 31 December 31 December 2013 2013 (£ millions) Borrowings(1) ...... 2,292.8 1,640.6 Derivative impact (nominal value of interest rate swaps) ...... 1,311.8 (1,311.8) Net borrowings profile ...... 3,604.6 328.8 Interest rate protection on floating debt ...... 91.6%

Note: (1) Borrowings are stated at nominal value and exclude the Metrocentre compound financial instrument. Group policy is to ensure that interest rate protection is within the range of 75 per cent. to 100 per cent.

15.3 Foreign currency risk It was previously Group policy to eliminate partially the market price risk in respect of foreign exchange movements through hedging a significant element of the net investment in non-sterling assets. This was done by borrowing in foreign currencies which in some cases occurred through overseas legal entities owning foreign currency denominated assets, and through entering into cross-currency interest rate swaps and forward exchange contracts. The Group’s current policy is that the Group’s net exposure to foreign currency is less than 10 per cent. of the Group’s equity attributable to owners of the Company. The Group’s exposure to operating subsidiaries located overseas was reduced when it exchanged its US subsidiaries in January 2011 for investments in Equity One shares and instruments convertible into Equity One shares. At this point the net exposure to foreign currency movements represented less than 10 per cent. of the Group’s equity attributable to shareholders and therefore, as permitted by the Group’s policy, hedging of this exposure was not required. On this basis, as the existing cross-currency interest rate swaps matured they were not renewed, leaving the Group’s exposure to foreign currency movements on its investments in Equity One and the related joint venture unhedged. The Group is also exposed to foreign currency movements in respect of its investments in Spain, acquired in 2012 and 2013, and India. The Group’s net exposure to foreign currency movements as of 31 December 2013 is 8 per cent. of net assets attributable to shareholders, which is not hedged.

15.4 Credit risk Credit risk is the risk of financial loss if a tenant or counterparty fails to meet an obligation under a contract.

134 The Group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and tenants. Exposure to credit risk is limited by investing in liquid funds and entering into derivative financial instruments with counterparties who have a relatively high percentage Tier One capital and strong credit ratings assigned by international credit rating agencies. The Group is exposed to credit risk in respect of its trade receivables, which represent, among other items, payments of rent due from tenants. For further details of the Group’s trade receivables profile, please see Note 35 of the Intu Annual Report 2013.

15.5 Change in value of property portfolio risk The valuation of property and property-related assets is inherently subjective because of the individual nature of each property. This is can be particularly so, as was the case in 2008 and the first half of 2009, where there has been limited transactional activity in the market against which property valuations can be benchmarked by the Group’s independent third-party valuation agents. For risks relating to the Group’s property portfolio, see the section of this document entitled ‘‘Risk Factors’’.

16 Principal accounting policies of the Group 16.1 Accounting convention and basis of preparation The Group prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union (‘‘IFRS’’), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Group’s consolidated financial statements are prepared under the historical cost convention as modified by the revaluation of properties, available-for-sale investments, and certain other financial assets and liabilities. A summary of the more important Group accounting policies is set out below.

16.2 Basis of consolidation The consolidated financial information includes financial information in respect of the Company and its subsidiary undertakings, as well as its interests in joint ventures and associates. Subsidiary undertakings are those entities in which the Group has the ability to govern the financial and operating policies, whether through a majority of the voting rights or otherwise. The Group’s interest in jointly controlled entities (i.e., joint ventures) are accounted for using proportional consolidation. The Group’s share of the assets, liabilities, income and expenses are combined with the equivalent items in the consolidated financial statements on a line-by-line basis. The Group’s interest in associate entities is recognised using the equity method. The Group’s share of net assets of associates is reported within the consolidated balance sheet. The Group’s share of profits of associates is included in the consolidated income statement. Associate entities are defined by the Group as being entities over which significant influence could be exercised by participating in, but without control or joint control over the financial and operating policies of, the entity. The identifiable assets and liabilities acquired in a business combination are measured at their estimated fair value at the date of acquisition. Costs associated with the acquisition are expensed as incurred. Any excess of the fair value consideration, including any costs directly attributable to the acquisition, over the fair value of the assets and liabilities acquired is recognised as goodwill.

16.3 Critical accounting policies, judgments and estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Where such judgements are made, they are included within the accounting policies below.

16.3.1 Goodwill Goodwill arising on acquisition of Group undertakings is carried at cost less accumulated impairment losses. Goodwill is assessed for impairment on an annual basis.

135 16.3.2 Impairment of assets At each balance sheet date, the Group reviews whether there is any indication that either the carrying amount of its assets may not be recoverable or an impairment loss recognised in previous periods may have decreased. If such an indication exists, the asset’s recoverable amount is estimated. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. An impairment loss recognised in prior periods is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount, in which case the asset’s carrying amount is increased to its recoverable amount but not exceeding the carrying amount that would have been determined had no impairment loss been recognised. The reversal of an impairment loss is recognised in the income statement. No impairment reversals are permitted to be recognised on goodwill.

16.3.3 Investment and development properties Investment and development properties are properties owned or leased by the Group, which are held for long term rental income and for capital appreciation. The Group has elected to use the fair value model. Properties are initially recognised at cost and subsequently revalued at the balance sheet date to fair value as determined by professionally qualified external valuers on the basis of market value. Market value is arrived at after deducting notional acquisition costs. In accordance with IAS 40 ‘‘Investment Property’’, property held under leases is stated gross of the recognised finance lease liability. The cost of investment and development properties includes interest and other directly attributable outgoings incurred during development, except in the case of properties and land where no development is imminent, in which case no interest is included. Interest is capitalised (before tax relief), on the basis of the average rate of interest paid on the relevant debt outstanding, until the date of practical completion. Gains or losses arising from changes in the fair value of investment property are recognised in the consolidated income statement of the period in which they arise. Depreciation is not provided in respect of investment properties (which includes, for example, a building’s heating and cooling systems). Gains or losses arising on the sale of investment and development properties are recognised when the significant risks and rewards of ownership have been transferred to the buyer, which will normally take place on exchange of contracts. The gain or loss recognised is the proceeds received less the carrying value of the property and costs directly associated with the sale.

16.3.4 Leases Leases are classified according to the substance of the transaction. A lease that transfers substantially all the risks and rewards of ownership to the lessee is classified as a finance lease. All other leases are normally classified as operating leases.

Group as lessee: In accordance with IAS 40, finance and operating leases of investment property are accounted for as finance leases and recognised as an asset and an obligation to pay future minimum lease payments. The investment property asset is included in the balance sheet at fair value, gross of the recognised finance lease liability. Contingent rents are recognised as they accrue. Lease payments are allocated between the liability and finance charges so as to achieve a constant financing rate. Other finance- leased assets are capitalised at the lower of the fair value of the leased asset or the present value of the minimum lease payments and depreciated over the shorter of the lease term and the useful life of the asset. Rentals payable under operating leases are charged to the income statement on a straight-line basis over the lease term.

Group as lessor: Investment properties are leased to tenants under operating leases, with rental income recognised on a straight-line basis over the lease term.

136 16.3.5 Depreciation Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is charged to the income statement on a straight-line basis over an asset’s estimated useful life up to five years.

16.3.6 Trading property Trading property comprises those properties either intended for sale or in the process of construction for sale. Trading property is included in the balance sheet at the lower of cost and net realisable value.

16.3.7 Revenue recognition The Group recognises revenue on an accruals basis, and when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the Group. Rental income receivable is spread evenly over the term of the lease. Any incentive for lessees to enter into a lease agreement is recognised within rental income over the same period. Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example increases arising on rent reviews or rents linked to tenant revenues, are recorded as income in the periods in which they are earned. Rent reviews are recognised as income, based on estimates, when it is reasonable to assume they will be received. Where revenue is obtained by the sale of trading properties, it is recognised when the significant risks and returns have been transferred to the buyer. This will normally take place on exchange of contracts unless there are conditions attached. For conditional exchanges, sales are recognised when these conditions are satisfied. Available-for-sale investments, being investments intended to be held for an indefinite period, are initially and subsequently measured at fair value. Gains or losses arising from changes in fair value are included in other comprehensive income, except to the extent that losses are considered to represent a permanent impairment, in which case they are recognised in the income statement. Upon disposal, accumulated fair value adjustments are recycled from reserves to the income statement. Dividends are recognised when the shareholders’ right to receive payment has been established. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate.

16.3.8 Income taxes Current tax The charge for current taxation is based on the results for the year as adjusted for items in respect of prior years. It is calculated using rates that have been enacted or substantively enacted by the balance sheet date. Tax payable upon realisation of any revaluation gains not covered by the REIT exemption recognised in prior periods is recorded as a current tax charge with a release of any associated deferred taxation.

Deferred tax Deferred tax is provided using the balance sheet liability method in respect of temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in computation of taxable profit. Deferred tax is provided on all temporary differences, except in respect of unremitted earnings from investments in subsidiaries and joint ventures where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. It is recognised in the income statement except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred taxation assets and

137 liabilities are offset only when they relate to taxes levied by the same authority, with a legal right to set-off and when the Group intends to settle them on a net basis.

16.3.9 Provisions Provisions are recognised when the Group has a current obligation arising from a past event and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle that obligation at the balance sheet date.

16.3.10 Debt instruments Debt instruments are recognised initially at their issue proceeds, net of transaction costs. Debt instruments are subsequently stated at amortised cost using the effective yield method, with the difference between net proceeds and redemption value recognised in the income statement over the period of the borrowings. On early termination of debt instruments, all unamortised transaction costs are recognised immediately in the income statement. Convertible bonds are assessed on issue, as to whether they should be classified as a financial liability, as equity or as a compound financial instrument with both debt and equity components. Assessments are made on an individual basis and are based on the terms of the bond.

16.3.11 Derivative financial instruments The Group enters into derivative transactions in order to manage the risks arising from its activities. Derivatives are initially recorded at fair value based on market prices, estimated future cash flows and forward rates as appropriate, and subsequently re-measured at fair value. Any ineffective portion is recognised immediately in the income statement as a finance cost. Any change in the fair value of such derivatives is recognised immediately in the income statement as a finance cost.

16.3.12 Exceptional items Exceptional items are those items that in the Directors’ view are required to be separately disclosed by virtue of their size or incidence to enable a full understanding of the Group’s financial performance.

17 Capitalisation and indebtedness statement The table below sets out the capitalisation and indebtedness of the Group as at 31 December 2013. This table should be read in conjunction with the Accounts, which are incorporated herein by reference.

Capitalisation As at 31 December 2013 (£ millions) Shareholders’ equity(1) Share capital—allotted, called up and fully paid ...... 486.9 Share premium ...... 695.6 Treasury shares ...... (48.2) Convertible bonds ...... 143.7 Other reserves ...... 500.5 1,778.5

138 Indebtedness(2) As at 31 December 2013 (£ millions) Current debt Guaranteed ...... — Secured(3) ...... 147.6 Unguaranteed/unsecured(4) ...... 1.6 Total current debt ...... 149.2 Non-current debt (excluding current portion of long term debt) Guaranteed ...... — Secured(3) ...... 3,471.2 Unguaranteed/unsecured(4) ...... 472.8 Total non-current debt ...... 3,944.0 Total indebtedness ...... 4,093.2

Notes: (1) Shareholders’ equity does not include the profit and loss reserve. (2) This statement of indebtedness has been prepared under IFRS using policies which are consistent with those used in preparing the Group’s financial statements for the year ended 31 December 2013, which have been incorporated by reference in this document. The Group’s debt is shown net of unamortised issue costs. (3) The Group’s debt is secured on an individual facility/debt instrument basis against specific property assets owned by the Group. (4) Unguaranteed/unsecured debt relates to Loan Notes 2014, 2.5 per cent. convertible bonds 2018 and the Metrocentre compound financial instrument. The following table sets out the net consolidated financial indebtedness of the Group as at 31 December 2013:

Net financial indebtedness(1) As at 31 December 2013 (£ millions) Cash and cash equivalents ...... 165.5 Total liquidity ...... 165.5 Current financial debt Current bank debt ...... (121.1) Current portion of non-current debt ...... (23.0) Current bonds issued ...... (1.6) Other current financial debt ...... (3.5) Current financial debt(3) ...... (149.2) Net current financial indebtedness ...... 16.3 Non-current bank loans ...... (1,260.4) Non-current CMBS notes ...... (696.0) Bonds issued ...... (1,795.1) Other non-current financial debt(2) ...... (192.5) Non-current financial indebtedness(3) ...... (3,944.0) Net financial indebtedness ...... (3,927.7)

Notes: (1) The Group has no indirect or contingent indebtedness as at 31 December 2013. (2) Other current financial debt and other non-current financial debt includes finance lease obligations and other non-current financial debt includes partnership debt of £160.0 million comprising the Metrocentre compound financial instrument. (3) The Group’s net debt is shown net of unamortised issue costs.

139 PART V HISTORICAL FINANCIAL INFORMATION OF THE GROUP

The consolidated financial statements of Intu included in the annual reports for each of the years ended 31 December 2013, 2012 and 2011 together with the audit opinions thereon are incorporated by reference into this document. PricewaterhouseCoopers LLP of 1 Embankment Place, London WC2N 6RH, a member firm of the Institute of Charted Accountants in England and Wales, has issued unqualified audit opinions on the consolidated financial statements of Intu included in the annual reports for each of the three years ended 31 December 2013, 2012 and 2011. The financial statements for the years ended 31 December 2013, 2012 and 2011 were prepared in accordance with IFRS. The audit opinion to the members of Intu for the year ended 31 December 2013 is set out on page 104 of the Intu Annual Report 2013. The audit opinion to the members of Intu for the year ended 31 December 2012 is set out on page 94 of the Intu Annual Report 2012. The audit opinion to the members of Intu for the year ended 31 December 2011 is set out on page 85 of the Intu Annual Report 2011. See Part XI ‘‘Documentation Incorporated by Reference’’ of this document for further details about information that has been incorporated by reference into this document.

140 PART VI UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

Part A: Unaudited pro forma statement of net assets The unaudited pro forma statement of net assets set out below has been prepared to illustrate the effect of the Rights Issue as if the event had taken place as at 31 December 2013. The unaudited pro forma statement of net assets, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or results. The unaudited pro forma statement of net assets is presented on the basis of the accounting policies adopted by the Group in preparing the financial statements for the year ended 31 December 2013. The unaudited pro forma statement of net assets has been prepared on the basis set out in the notes below and in accordance with the requirements of items 1 to 6 of Annex II to the PD Regulation. The unaudited pro forma statement does not constitute statutory accounts within the meaning of Section 434 of the Companies Act.

Unaudited Pro Forma Statement of Net Assets Intu 31 December Rights Issue Pro forma 2013(1) adjustment(2) total (£m) Non-current assets Investment and development property ...... 7,551.4 — 7,551.4 Plant and equipment ...... 5.5 — 5.5 Investment in associate companies ...... 35.8 — 35.8 Other investments ...... 154.9 — 154.9 Goodwill ...... 8.2 — 8.2 Derivative financial instruments ...... 25.1 — 25.1 Trade and other receivables ...... 111.2 — 111.2 7,892.1 — 7,892.1 Current assets Trading property ...... 0.4 — 0.4 Derivative financial instruments ...... 0.7 — 0.7 Short term investments ...... 69.3 — 69.3 Trade and other receivables ...... 81.6 — 81.6 Cash and cash equivalents ...... 165.5 488.0 653.5 317.5 488.0 805.5 Total assets ...... 8,209.6 488.0 8,697.6 Current liabilities Trade and other payables ...... (245.8) — (245.8) Current tax liabilities ...... (1.2) — (1.2) Borrowings ...... (149.2) — (149.2) Derivative financial instruments ...... (11.4) — (11.4) (407.6) — (407.6) Non-current liabilities Borrowings ...... (3,944.0) — (3,944.0) Derivative financial instruments ...... (220.5) — (220.5) Deferred tax ...... (12.0) — (12.0) Other payables ...... (4.4) — (4.4) (4,180.9) — (4,180.9) Total liabilities ...... (4,588.5) — (4,588.5) Net assets ...... 3,621.1 488.0 4,109.1

Notes: (1) The financial information of Group has been extracted, without material adjustment, from the audited financial statements of the Group for the year ended 31 December 2013 which are prepared in accordance with IFRS. (2) The net proceeds of the Rights Issue of £488.0 million are calculated on the basis that the Company issues 174.5 million New Shares at 180 pence per share and 103.7 million New Shares at ZAR 32.28 per share, net of estimated expenses in connection with the Rights Issue of approximately £12.0 million. The Rand proceeds have been translated into pounds sterling at an exchange rate of £1.00: Rand 18.0161, being the average rate of exchange contracted in the Group’s foreign currency forward and option contracts to hedge against foreign exchange movements prior to the expected date of receipt of funds. (3) No account has been taken of the results and financial performance of the Group since 31 December 2013.

141 PART B ACCOUNTANT’S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

10MAR201422523893 The Directors Intu Properties plc 40 Broadway London SW1H 0BT N M Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4N 8AL 20 March 2014 Dear Sirs

Intu Properties plc (the ‘‘Company’’) We report on the pro forma statement of net assets (the ‘‘Pro Forma Financial Information’’) set out in Part A of Part VI of the Company’s prospectus dated 20 March 2014 (the ‘‘Prospectus’’) which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed rights issue might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ending 31 December 2013. This report is required by item 7 of Annex II to the PD Regulation and is given for the purpose of complying with those items and for no other purpose.

Responsibilities It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex II to the PD Regulation. It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation, as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH T: +44(0)20 7583 5000, F: +44(0)20 7212 4652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

142 Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company. Our work has not been carried out in accordance with auditing standards or other standards and practices generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States) and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion In our opinion: (a) the Pro Forma Financial Information has been properly compiled on the basis stated; and (b) such basis is consistent with the accounting policies of the Company.

Declaration For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the Prospectus and we declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Item 1.2 of Annex I to the PD Regulation. Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH T: +44(0)20 7583 5000, F: +44(0)20 7212 4652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

143 PART VII VALUATION REPORTS AS AT 31 DECEMBER 2013 FOR THE GROUP 1 Valuation Reports as at 31 December 2013 As at 31 December 2013, the date of the relevant Valuation Reports, the market value of the Group’s investment and development properties was £7.6 billion.

2 Table of investment and development properties

31 December 2013 Nominal ‘‘Topped up’’ Market equivalent net initial Value yield yield (£ millions) (%) (%) intu Trafford Centre, Manchester ...... 1,900.0 5.1 4.6 intu Lakeside, Thurrock ...... 1,124.5 5.5 4.9 intu Metrocentre, Gateshead (including Retail Park) ...... 885.2 5.8 5.2 intu Braehead, Glasgow ...... 602.3 5.9 4.6 Arndale Centre, Manchester ...... 399.0 5.5 5.1 intu Watford ...... 323.0 6.5 4.9 intu Victoria Centre, Nottingham ...... 306.0 6.6 4.8 St David’s, Cardiff ...... 272.2 5.7 5.6 Midsummer Place, Milton Keynes ...... 251.0 5.5 5.1 intu Eldon Square, Newcastle upon Tyne ...... 250.2 6.6 4.9 intu Chapelfield, Norwich ...... 245.5 6.4 5.7 Cribbs Causeway, Bristol ...... 241.5 5.8 4.6 intu Uxbridge ...... 213.9 6.4 5.8 intu Potteries, Stoke on Trent ...... 162.6 7.6 6.4 intu Bromley ...... 159.2 7.5 5.6 Parque Principado, Spain ...... 143.1(1) 7.2 7.1 Other ...... 144.6 7,623.8 5.8 5.0

Note: (1) The Group’s interest in Parque Principado, Oviedo, Spain is valued in euros. The equivalent sterling value of £143.1 million is the same value as shown in the Intu Annual Report 2013 applying the relevant exchange rate set out therein.

3 Reconciliation of property values The reason why there is a difference between the total of the Valuation Reports of DTZ, CBRE, Knight Frank and Cushman & Wakefield included in this Part VII ‘‘Valuation Reports as at 31 December 2013 for the Group’’ of this document as indicated on the table at paragraph 4 below of £7,747.7 million and the above table showing the Group’s market value of investment and development properties of £7,623.8 million is: (i) the Group has a 50 per cent. interest in St David’s, Cardiff and the relevant Valuation Report of Knight Frank is in respect of a 100 per cent. interest which is valued at £544.5 million; and (ii) the Group owns one investment and development property in Spain, Parque Principado, Oviedo, which was valued by an independent valuer for the purpose of the Intu Annual Report 2013 at £143.1 million and a separate Valuation Report in respect of this property has not been included in this Part VII ‘‘Valuation Reports as at 31 December 2013 for the Group’’ of this document.

144 4 Table of market values from each Valuation Report

Market value as at 31 December 2013 (£ millions) SECTION 1: DTZ ...... 4,114.6 SECTION 2: CBRE ...... 1,188.6 SECTION 3: Knight Frank ...... 544.5 SECTION 4: Cushman & Wakefield ...... 1,900.0 Total ...... 7,747.7

145 SECTION 1 VALUATION REPORT PREPARED BY DTZ RELATING TO INTU ASSETS (EXCLUDING METROCENTRE, METRO RETAIL PARK, MIDSUMMER PLACE, INTU BROADMARSH, WHADDON HOUSE, ST. DAVID’S CENTRE, INTU TRAFFORD CENTRE AND PARQUE PRINCIPADO)

17MAR201407340184 The Directors Intu Properties plc 40 Broadway London SW1H 0BT N M Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4N 8AL HSBC Bank plc 8 Canada Square London E14 5HQ Merrill Lynch International 2 King Edward Street London EC1A 1HQ UBS Limited 1 Finsbury Avenue London EC2M 2PP

20 March 2014

Dear Sirs

Property Investment Assets of Intu Properties plc Market Valuation as at 31 December 2013 1 Instructions In accordance with your instructions which were confirmed in our letter dated 14 March 2014, we report our opinion of the Market Value of the freehold and/or long leasehold (and Scottish equivalent) interests (as appropriate) in each of the properties listed in paragraph 2 below (the ‘‘Properties’’), which are to be included within an approved prospectus (the ‘‘Approved Prospectus’’) as detailed below. It is understood that our Valuation Report and Schedule (together, the ‘‘Valuation Report’’) is required for inclusion in the Approved Prospectus which is to be published by Intu Properties plc (the ‘‘Company’’), in connection with the proposed rights issue, as a result of which shares of the Company will be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange and to the main board of the Johannesburg Stock Exchange (the ‘‘Transaction’’). We confirm that the valuations have been prepared in accordance with the appropriate sections of the Valuation Standards (‘‘VS’’) and United Kingdom Valuation Standards (‘‘UKVS’’) contained within the RICS Valuation— Professional Standards 2012, (the ‘‘Red Book’’).

146 The Properties are predominately shopping centres and other properties ancillary thereto and are held as investments. The effective date of the valuation is 31 December 2013 (the ‘‘Valuation Date’’). The Properties valued are described in Appendix A.

2 Brief summary of the Properties The Properties form part of a portfolio of Properties described in Appendix A. The valuations reported herein relate only to the Properties comprising the portfolio. 1. intu Lakeside Shopping Centre, Thurrock; 2. intu Braehead Shopping Centre, Glasgow, surrounding land known as Phase II lands and Riverside Development; 3. intu Victoria Shopping Centre, Nottingham; 4. intu Chapelfield Shopping Centre, Norwich; 5. intu Uxbridge Shopping Centre; 6. intu Potteries Shopping Centre, Hanley and land formerly the Swift House and Jaxx Nightclub; 7. Soar at intu Braehead, Glasgow; 8. The Retail Park, Cribbs Causeway, Bristol; 9. Units 3A and 3B Centaurus Retail Park, Cribbs Causeway; 10. Various Retail Properties on Charter Place and Watford High Street, Watford; 11. York House, Mansfield Road, Nottingham; 12. Former BT Building, Cribbs Causeway, Bristol; 13. 36-38 St. Stephens Street, Norwich; 14. 178 Huntingdon Street, Nottingham; 15. No 1 Old Eldon Square, Newcastle upon Tyne; 16. 6 Chapelfield Gardens, Norwich; 17. Arndale Shopping Centre, Manchester; 18. intu Watford Shopping Centre; 19. intu Eldon Square Shopping Centre, Newcastle upon Tyne; 20. intu Bromley Shopping Centre; 21. The Mall, Cribbs Causeway, Bristol and surrounding land known as Site 4; and 22. Retail Properties at New Cathedral Street, Manchester. The tenure of each of the Properties is detailed in Appendix A.

3 Inspections All the Properties have been the subject of inspections during 2013.

4 Compliance with appraisal and valuation standards We confirm that the valuations have been prepared in accordance with the appropriate sections of the Valuation Standards (‘‘VS’’) and United Kingdom Valuation Standards (‘‘UKVS’’) contained within the RICS Valuation—Professional Standards 2012, (the ‘‘Red Book’’) as well as Rule 5.6.5G of the Prospectus Rules published by the Financial Conduct Authority and paragraphs 128 to 130 of CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses no 809/2004.

147 We further confirm that our receiving instruction in this matter was not conditional upon the appraisals/ valuations producing maximum values, specific values, or values within a given range.

5 Status of valuer and conflicts of interest We confirm that we have sufficient current knowledge of the relevant markets, and the skills and understanding to undertake these valuations competently. We also confirm that where more than one valuer has contributed to the valuations the requirements of VS 1.6.4 of the Red Book have been satisfied. We confirm that Jonathan Goode has overall responsibility for the valuation. Finally, we confirm that we have undertaken the valuations acting as External Valuers, qualified for the purpose of the valuation. We further confirm that DTZ provided valuation advice, in connection with the Company’s re-financing of intu Lakeside Shopping Centre, Thurrock in June 2004; intu Potteries, Hanley in December 2004 and March 2007; intu Watford and intu Braehead, Renfrew in April 2005; the intu Victoria Centre, Nottingham in October 2005; intu Chapelfield, Norwich, the intu Bromley, intu Chimes, Uxbridge in April 2006, and 29-35, 41a, 43-45, 55, 63-67 and 73-75 Watford High Street, Watford in August 2007. DTZ also act as valuers to the Company and have been undertaking year-end valuations of the majority of assets owned by the Company, for accounting purposes and more general valuation advice since 1994. In February 2013, DTZ provided valuation advice in connection with a new debt funding platform which created a central source of finance for the group. This included four of the Company’s shopping centres, intu Lakeside, West Thurrock, intu Braehead, Glasgow, intu Watford and intu Victoria Centre, Nottingham. This has been discussed with the Company and notwithstanding our previous involvement, the Company have confirmed that we may proceed with the valuation. At all times we have adhered by the RICS recommendations to the Carsberg Report.

6 Purpose of the valuation We understand that this Valuation Report is required for inclusion in the Approved Prospectus which is to be published by the Company and that this Valuation Report will assist investors in assessing the Company and its ordinary shares and/or whether to participate in the Transaction (the ‘‘Purpose of this Valuation Report’’).

7 Disclosures required under the provisions of VS 1.9 and UKVS 4.3 7.1 Name of Signatory Jonathan Goode has been the signatory of Valuation Reports provided to the Company for the same purpose as the Purpose of this Valuation Report for a continuous period since 1 November 2010. DTZ has been carrying out this valuation instruction for the Company for a continuous period since 1994.

7.2 DTZ’s relationship with client As mentioned above in paragraph 5, DTZ act as valuers to the Company, Intu Debenture PLC and Prudential Assurance Company Limited and undertake half yearly valuations of the majority of assets owned by the Company, for accounting purposes and more general valuation advice. We do not consider that any conflict of interest arises for us in preparing the advice requested by the Company and the Company has confirmed this to us. We confirm that we do not have any material interest in the Company, or any of the Properties.

7.3 Fee income from the Company DTZ Debenham Tie Leung was a wholly owned subsidiary of DTZ Holdings plc (the ‘‘Group’’) until 5 December 2011, when all the trading subsidiaries of the Group (the ‘‘Subsidiaries’’) were sold to UGL Limited (‘‘UGL’’). In UGL’s financial Year Ending 30 June 2013, the proportion of fees payable by the Company to the total fee income of UGL was less than 5 per cent.

7.4 DTZ involvement in the Properties in previous 12 months DTZ have not received any introductory fees or acquisition fees in respect of the Properties within the 12 months prior to the Valuation Date.

148 8 Report format Appendix A to this Valuation Report comprise details of the Properties and our valuations.

9 Basis of valuation Our opinion of the Market Value of each of the Properties has been primarily derived using comparable recent market transactions on arm’s length terms.

9.1 Market Value The value of each of the Properties has been assessed in accordance with the relevant parts of the current RICS Valuation—Professional Standards 2012. In particular, we have assessed Market Value in accordance with VS 3.2. Under these provisions, the term ‘‘Market Value’’ means ‘‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’’. In undertaking our valuations on the basis of Market Value, we have applied the conceptual framework which has been settled by the International Valuation Standards Council and which is set out in paragraphs 31-35 of the IVS Framework.

9.2 Taxation and costs We have not made any adjustments to reflect any liability to taxation that may arise on disposal, nor for any costs associated with a disposal of the respective legal interests in the Properties by the owner. No allowance has been made to reflect any liability to repay any government or other grants or taxation allowance or lottery funding that may arise on disposal. We have made deductions to reflect an assessment of purchaser’s acquisition costs where appropriate, including stamp duty at 4 per cent., having regard to the size and value of the asset.

10 VAT We have been advised by the Company that, with the exception of 1 Old Eldon Square, Newcastle, elections have been made for the Properties to be subject to VAT. The Market Values contained in this report are, therefore, quoted net of VAT at the prevailing rate.

11 Assumptions and sources of information In undertaking our valuation, we have made a number of Assumptions and have relied on certain sources of information. An Assumption is referred to in the Glossary to the Red Book as a ‘‘supposition taken to be true’’ (‘‘Assumption’’). In this context, Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, the Company has confirmed that our Assumptions are correct so far as they are aware. In the event that any of these Assumptions prove to be incorrect then our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below:

11.1 Title We have relied on the Certificates of Title, which were prepared by the Company’s solicitors (the ‘‘Certificates of Title’’). We have reflected the contents of the Certificates of Title in our valuations. It is stated in the Certificates of Title that the Company is possessed of good and marketable freehold, heritable (Scottish equivalent of freehold) or leasehold titles as appropriate in each case. Except as disclosed by the Certificates of Title, we have made an Assumption that the Properties are free from rights of way or easements, restrictive covenants, or onerous or unusual outgoings. We have also made an Assumption that the Properties are free from mortgages, charges or other encumbrances.

149 11.2 Condition of structure and services, deleterious materials, plant and machinery and goodwill Due regard has been paid to the apparent state of repair and condition of the Properties, but condition surveys have not been undertaken, nor have woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the Properties are structurally sound or are free from any defects. We have made an Assumption that the Properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may have been mentioned in the Schedule. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in construction or any alterations and therefore we cannot confirm that the Properties are free from risk in this regard. For the purposes of these valuations, we have made an Assumption that any investigation would not reveal the presence of such materials in any adverse condition. We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completing the valuation inspection of the Properties that may fall within the Control of Asbestos of Work Regulations 2002. We have not made an enquiry of the duty holder (as defined in the Control of Asbestos of Work Regulations 2002), of the existence of an Register of Asbestos or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that there is a duty holder, as defined in the Control of Asbestos of Work Regulations 2002 and that a Register of Asbestos and Effective Management Plan is in place, which does not require any immediate expenditure, or pose a significant risk to health, or breach the HSE regulations. We advise that such enquiries be undertaken by a lawyer during normal pre-contract enquiries. No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the site of each property are sufficient to support the buildings constructed thereon. We have also made an Assumption that there are no services on, or crossing the sites in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present on any of the sites, which might adversely affect the present or future occupation, development or value of each property. No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage, are provided and are functioning satisfactorily. No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the buildings. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any business goodwill that may arise from the present occupation of any of the Properties. It is a condition of DTZ Debenham Tie Leung Limited or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services of any of the Properties.

11.3 Environmental matters We have made enquiries of the Company in order, so far as reasonably possible, to establish the risk of flooding at the Properties and the potential existence of contamination arising out of previous or present uses of the site and any adjoining sites. We have examined, in respect of the valuations carried out as at 28 February 1994 and reported under a report dated 16 March 1994, an environmental review report prepared by Parkman Environment in January 1994 in respect of Lakeside, Thurrock and updated by an environmental review report prepared in 2004. We were also provided with copies of environmental desk review reports undertaken by Messrs Travers Morgan in January and February 1994 in respect of the remaining properties, except the office building at 1 Eldon Square, Newcastle, Braehead and the Chimes. We have reflected the contents of all of these environmental reports and reviews in our valuations.

150 In accordance with our inquiries of the Company and the contents of the above mentioned reports, we have made an Assumption that no contamination or other adverse environmental matters exist in relation to the Properties sufficient to affect value. Other than as referred to above, we have not made any investigations into past or present uses, either of the Properties or any neighbouring land to establish whether there is any contamination or potential for contamination to the Properties. Commensurate with our Assumptions set out above we have made no allowance in this valuation for any effect in respect of actual or potential contamination of land or buildings. A purchaser in the market might, in practice, undertake further investigations than those undertaken by us. If it is subsequently established that contamination exists at the Properties or on any neighbouring land or that any of the premises have been, or are being, put to any contaminative use then this might reduce the values now reported.

Flooding We have made enquiries of the Environment Agency website and are advised that the Properties fall outside the extent of the extreme flood. This is categorised as being a chance of flooding equivalent to 0.1 per cent. (1 in 1,000) or less. Albeit, we have made the Assumption that building insurance is in place regarding flooding and available to be renewed to the current or any subsequent owners of the Properties, without payment of an excessive premium or excess.

11.4 Areas The Company has provided us with details of floor areas in relation to each property. As instructed, we have relied on these areas and have not checked them on site. We have made an Assumption that the floor areas supplied to us have been calculated in accordance with the current Code of Measuring Practice, prepared by the Royal Institution of Chartered Surveyors.

11.5 Statutory requirements and planning Verbal enquiries have been made of the relevant planning authorities in whose areas the properties lie as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. The results of our enquiries have been included within our Valuation Report where relevant. Unless stated to the contrary in the Certificates of Title, or where we have been otherwise advised by the Company, we have made an Assumption that the buildings have been constructed in full compliance with valid town planning and building regulations approvals, that where necessary they have the benefit of current Fire Risk Assessments compliant with the requirements of the Regulatory Reform (Fire Safety) Order 2005. Similarly, we have also made an Assumption that the properties are not subject to any outstanding statutory notices as to their construction, use or occupation. Unless our enquiries have revealed the contrary, we have made a further Assumption that the existing uses of the Properties are duly authorised or established and that no adverse planning conditions or restrictions apply. In respect of the valuation as at 28 February 1994, we were advised of the planning position for each property, except for intu Braehead and intu Chimes, by virtue of solicitors’ searches and the Certificates of Title. In addition, we have been provided with an update of the planning position of intu Lakeside in 2004, intu Braehead and intu Watford in April 2005 and intu Potteries in March 2007, by virtue of solicitors’ searches and Certificates of Title. None of this documentation indicated any breaches of planning. No allowances have been made for rights, obligations or liabilities arising under the Defective Premises Act 1972, and we have made an Assumption that the Properties comply with all relevant statutory requirements. In England and Wales, the Government has implemented the Energy Performance of Buildings Directive requiring Energy Performance Certificates (‘‘EPC’’) to be made available for all properties, when bought or sold, subject to certain exemptions. In respect of any of the subject Properties which are not exempt from the requirements of this Directive, we have made an Assumption that an EPC is made available, free of charge, to the purchasers of the interests which are the subject of our valuation. We would draw your attention to the fact that employees of town planning departments now always give information on the basis that it should not be relied upon and that formal searches should be made if more

151 certain information is required. We assume that, if you should need to rely upon the information given about town planning matters, your solicitors would be instructed to institute such formal searches. In instances where we have valued the property with the benefit of a recently granted planning consent, or on the Special Assumption that planning consent is granted, we have made an assumption that it will not be challenged under Judicial Review. Such a challenge can be brought by anyone (even those with only a tenuous connection with the property, or the area in which it is located) within a period of three months of the granted of a planning consent. When a planning consent is granted subject to a Section 106 Agreement, the three month period commences when the Section 106 Agreement is signed by all parties. If a planning consent is subject to Judicial Review, we must be informed and asked to reconsider our opinion of value. Advice would be required from your lawyer and a town planner, to obtain their opinion of the potential outcomes of such a Judicial Review, which we will reflect in our reconsideration of value.

11.6 Leasing Subject to the provisions of the paragraph below, we have read all the leases and related documents provided to us by the Company. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date. We have not undertaken investigations into the financial strength of any of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise advised we have also made an Assumption that there are no material arrears of rent or service charges, breaches of covenants, current or anticipated tenant disputes. However, our valuations reflect the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness. We have made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits.

11.7 Information We have made an Assumption that the information the Company and its professional advisers have supplied to us in respect of the Properties is both full and correct. It follows that we have made an Assumption that details of all matters likely to affect value within your/ their collective knowledge such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions have been made available to us and that the information is up to date. For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this Report and we will accept responsibility for the information contained in this Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Report is in accordance with the facts and contains no omissions likely to affect its import.

12 Valuation Market Value We are of the opinion that the aggregate Market Value as at 31 December 2013 of the freehold, heritable and long leasehold property interests described in Schedule A, subject to the Assumptions and comments in this report, and in Schedule A, is: £4,114,585,250 (Four Billion One Hundred and Fourteen Million, Five Hundred and Eighty Five Thousand, Two Hundred and Fifty pounds sterling) This can be apportioned between the freehold/heritable and long leasehold properties as follows: Freehold/heritable: £2,804,485,250 (Two Billion Eight Hundred and Four Million Four Hundred Eighty Five Thousand Two Hundred and Fifty pounds sterling) Long leasehold: £1,310,100,000 (One Billion Three Hundred and Ten Million One Hundred Thousand pounds sterling)

152 13 Confidentiality and disclosure The contents of this Valuation Report may be used only for the specific purpose to which they refer. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer’s written approval as to the form and context of such publication or disclosure must first be obtained. For the avoidance of doubt such approval is required whether or not DTZ Debenham Tie Leung Limited is referred to by name and whether or not the contents of our Report are combined with others. This Valuation Report has been prepared for inclusion in the Approved Prospectus. Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this Valuation Report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the PD Regulation, consenting to its inclusion in the Approved Prospectus. For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Valuation Report and declare that we have taken all reasonable care to ensure that the information contained in this Valuation Report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Approved Prospectus in compliance with Annex I item 1.2 of the PD Regulation.

Yours faithfully

Jonathan Goode RICS Registered Valuer Senior Director

For and on behalf of DTZ DEBENHAM TIE LEUNG LIMITED

153 APPENDIX A Schedule A Schedule of Property Assets and Market Values Values Net of Purchaser’s Costs

Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) Freehold/ Heritable (equivalent to English Freehold) The Company’s A major out of town shopping Leases are generally for 25 years 56,328,799 1,124,500,000 interest in intu centre close to the M25 just north with five yearly upward only rent Lakeside, of the Dartford River Crossing, east reviews. Rents paid are based on Thurrock of London. Opened in 1990, the the higher of 80 per cent. of rack Centre comprises approximately rental value or a percentage of 1.4m sq. ft. primarily arranged on turnover. The leases are on two main fully enclosed, heated and effectively full repairing and insuring comfort cooled malls. It overlooks a terms with landlord’s costs lake and is surrounded by surface reimbursed via a service charge. and multi-storey car spaces comprising approximately 13,000 A limited number of units are let on spaces plus a bus/coach park. leases reviewed to full 100 per cent. rack rental value. The scheme comprises some 259 unit shops including ten anchors and major space users including Marks & Spencer, Argos, Primark, Bhs, Boots, Debenhams, House of Fraser, WH Smith and Next. In addition there is a food court at third floor level, numerous restaurants and a nine screen cinema. There is also the Boardwalk situated adjacent to the lake. FREEHOLD The Company owns a 100 per cent. interest in the property.

The Company’s A major out of town shopping The majority of retail units are let 27,540,305 583,000,000 interest in intu centre located adjacent to junctions on effectively full repairing and Braehead 25a/26 of the M8 motorway, insuring leases for 15 years with Shopping Centre approximately eight kilometres (five provisions for five yearly upward and Retail Park, miles) to the west of Glasgow City only rent reviews. Rentals comprise Glasgow Centre. a basic rent plus a turnover related element. The basic rent is reviewed The shopping centre opened in to 80 per cent. of the rack rental September 1999 and comprises value. approximately 1.06 million sq. ft. of retail and leisure space. The A limited number of units are let on Property is arranged over two fully leases which have no turnover enclosed malls. Surface parking element and the tenant pays 100 per provides spaces for 6,500 cars. cent. of the rack rental value on There are 111 unit shops including review. two anchors let to Primark and Marks & Spencer, five major space The Marks & Spencer and users let to New Look, H&M, Sainsbury’s unit on the retail park Boots, WH Smith and Next situated are let for terms of 125 years and at lower and upper mall levels. In the rent is fixed at a nominal figure addition there is a leisure element throughout the term. to the Property comprising an ice The majority of the retail park is let rink, a curling rink and a multi on full repairing and insuring terms purpose arena. for 25 years with provisions for five The retail park comprises 11 units yearly upward only rent reviews.

154 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) totalling 260,000 sq. ft. of A1 Food (Sainsbury’s unit) and bulky goods retail warehouse accommodation, anchored by Next at Home. Units range in size from 3,315 sq. ft. to 135,479 sq. ft. HERITABLE The Company owns a 100 per cent. interest in the property. The Company’s The Property is situated to the The majority of the leases are let on 15,078,779 306,000,000 interest in the north of the City Centre and an internal repairing rack- rented intu Victoria opened for trade in 1972. The basis, although approximately 10 per Centre, Property was extended in 1997 to cent. comprise a turnover element. Nottingham provide additional car parking and The turnover leases include a base retail accommodation; the Upper rent, which is defined as 80 per and Lower Malls have since been cent. of estimated rental value. In refurbished. addition to the base rent, a turnover top up rent is payable annually in The Property is arranged over two arrears. malls, of similar size. The prime pitch is on the Lower Mall, to the There are a variety of lease lengths south leading off the main entrance with lease expiries ranging from a on Milton Street/Lower Parliament few months to approximately Street. 88 years. Most leases contain a provision for five yearly upwards Including the anchor stores, the only rent reviews. Property currently comprises approximately 124 standard shop The main anchors are John Lewis, units providing 981,000 sq. ft. of House of Fraser, Boots, Next and retail space and a local market Tesco. The Property is anchored by House of Fraser and John Lewis. The Property also benefits from various MSU’s, including Boots, Tesco Metro, WH Smith, Next and Argos. FREEHOLD In addition to the main shopping centre, the Company also owns the Freehold of neighbouring buildings. These comprise an adjacent office building, Argos and another unit on Lower Parliament Street and part of a Victorian terraced block of shops and flats on Glasshouse Street. There is also a block of 464 residential flats immediately above the Property, which are let to Nottingham City Council, on a long lease at a peppercorn rent. The Company owns a 100 per cent. interest in the property. The Company’s Intu Chapelfield is located in The majority of units are let on an 14,614,240 245,500,000 interest in intu Norwich city centre and occupies internal repairing rack-rented basis, Chapelfield, the former Nestle´ factory site. The although some comprise a turnover Norwich Property opened in September 2005. element. The turnover leases include a base rent, which is defined The Property trades over two levels as 80 per cent. of estimated rental and comprises 99 unit shops, value. In addition to the base rent, a restaurants and cafes. The mix of turnover top up rent is payable retailers in Chapelfield will add to annually in arrears. the variety of retailers currently in the city centre and many will be new to Norwich. FREEHOLD The Company owns a 100 per cent. interest in the property.

155 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) The Company’s This town centre shopping centre is The majority of the retail units are 12,207,983 213,900,000 interest in intu located in Uxbridge, which is let on effectively full repairing and Uxbridge situated close to the junction of the insuring leases for 15 years with the M40 and the M25. The Property provision of five yearly upwards only benefits from its own car park and rent reviews. its close proximity to Uxbridge underground station. The Property Some leases comprise a basic rent trades from two levels comprising plus turnover related element. The approximately 440,000 sq. ft. of basic rent is reviewed to 80 per retail accommodation and includes cent. of rack rental value. 69 shop units including those units Other leases have no turnover situated along the High Street. The element and the tenant pays 100 per centre is anchored by an Odeon cent. of rack rental value. cinema, Debenhams, Bhs and Boots. 17 units face directly onto the High The anchors, Odeon, Bhs, Boots Street. and Debenhams are all let on 25 year terms. The centre benefits from an uncovered food court, which provides access to the cinema and includes a Hogs Head, Pizza Express, Auberge and Nandos. The Property opened in March 2001. FREEHOLD The Company owns a 100 per cent. interest in the property.

The Company’s A town centre shopping centre The centre includes the Lewis’s 10,394,786 162,600,000 interest in intu completed in 1988 within which is a store, now trading as Debenhams, Potteries, Hanley, public market, a Debenhams, which was acquired during 1995 by Stoke-on-Trent Primark, standard shop units in the the Company. main malls, and further units in the lower arcade. In addition there is a The majority of the retail units are multi storey car park for 1,240 cars let on internal repairing leases for and a coach park. 25 year terms subject to upwards only five yearly rent reviews. They Excluding the market hall the centre pay a basic rent calculated as to provides approximately 80 per cent. of the market rental 566,000 sq. ft. of retail space. value, with provision for a payment based on a rental percentage of The Property was previously held by turnover. Full management costs way of a 150 year lease from Pearl and maintenance costs are Assurance PLC. The Freehold was recoverable via service charges on a purchased in 2002. proportional basis calculated by FREEHOLD reference to rateable values. The Company owns a 100 per cent. The Market Hall is let to the Local interest in the property. Authority on a lease expiring in 2138 at a peppercorn rent without review.

The Company’s An entertainment and leisure The leases for the retail and 3,628,737 57,000,000 interest in Soar at complex located adjacent to restaurant units range from 5 to intu Braehead, Braehead shopping centre directly 25 years with 5 yearly upward only Glasgow to the north of junction 25a/26 of rent reviews. The majority of the the M8 motorway. Located units are let on effectively full approximately eight kilometres (five repairing and insuring leases. miles) to the west of Glasgow City Centre. The cinema is let to Odeon for 25 years with 5 yearly reviews on an The leisure complex was opened in effectively full repairing and insuring 2006 and consists of 373,135 sq. ft. lease. The complex comprises 36 retail and restaurants units. The complex The Snozone is let to Snozone

156 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) is predominantly let to outdoors and (Braehead) Ltd for 25 years with sports retailers such as Ellis 5 yearly reviews on an effectively Brigham and Evans Cycles. The full repairing and insuring lease. restaurant operators include TGI Fridays and Chiquitos. There are numerous leisure activities available including a bowling alley, a ski slope, a climbing wall and a 12 screen multiplex cinema. The complex includes a car park with approximately 1,200 car parking spaces. HERITABLE (FREEHOLD) The Company owns a 100 per cent. interest in the property.

The Company’s Cribbs Causeway Retail Park is The Property is let to DSG Retail, 2,145,133 47,700,000 interest in The located approximately six miles to Argos, Smyths Toys and Magnet Retail Park, the north of Bristol city centre and with lease expiries occurring Cribbs Causeway is adjacent to the Mall. The between 2015 and 2021. Property comprises three separate buildings arranged in an ‘L’ shape There are currently four vacant and has a total floor area of units (unit 7 is in solicitors hands approximately 245,000 sq. ft. The with Think Furniture). Property benefits from Open A1 planning. FREEHOLD The Company owns a 50 per cent. interest in the Property.

The Company’s Cribbs Causeway Retail Park is The Property is let on two leases; 754,354 12,500,000 interest in located approximately six miles to unit 3A is occupied and trading as Units 3A and 3B the north of Bristol city centre and Halfords; and 3B let to The Centaurus Retail is adjacent to the Mall. Carphone Warehouse but currently Park, Cribbs vacant. Causeway The Property is a double bay steel portal frame retail warehouse totalling approximately 4,516 sq m (48,607 sq. ft.) sub-divided to create two units. The units were constructed in circa 1985 and underwent major refurbishment in 2010. FREEHOLD The Company owns a 50 per cent. interest in the Property.

The Company’s The Properties comprise a parade of The High Street properties are — 22,450,000 interest in retail units fronting the High Street either vacant or occupier on leases Charter Place and and Charter Place a two story open with short unexpired terms, the Watford High air shopping centre detached to intu longest being HSBC with 7 years Street Watford. remaining. The units are to be redeveloped The leases all contain a provision with the exception of the HSBC for five yearly upward only rent 73-75 High Street for the proposed reviews. Tenants include, Greggs, Charter Place leisure focused HSBC, Lloyds TSB and Burger development. King. The Properties are held on a Similarly Charter Place, has a number of Freehold and leasehold number of vacant units and

157 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) titles. occupiers with relatively short unexpired terms. The largest two tenants in regards to passing rent are Argos and Top Shop/Top Man both of which are holding over.

The Company’s The Property comprises six areas of None — 16,835,000 interest in the land in Braehead. The sites Phase 2 Lands, comprise 30.18 acres to be Braehead developed for community or commercial uses. HERITABLE The Company owns a 100 per cent. interest in the property.

The Company’s A modern purpose built office Part of the ground floor is let to 40,797 2,500,000 interest in building, comprising approximately Xerox on a 10 year lease with a Riverside 33,301 sq. ft. of office break at the 5th year. Part of the Development, accommodation, located over second floor has been sold heritable Braehead, ground, first and second floors. The with the remainder of the Glasgow building was completed during 2008. accommodation being vacant. HERITABLE

The Company’s The Property comprises an office The Property is vacant with the — 2,600,000 interest in York block and provides Grade B office exception of a telecom mast. House, Mansfield accommodation. The Property Road, provides approximately 79,020 sq. ft. Nottingham of accommodation over ground to seventh floors. FREEHOLD

The Company’s The Property is located within one The Property is let to City Link for 150,000 1,540,000 interest in the of the city’s prime distribution 10 years from April 2011 at a rent Former BT locations, approximately one mile of £300,000 per annum. Building, Cribbs from Junction 17 of the M25 and Causeway approximately 2.5 miles from the M4/M5 interchange. The Property comprises approximately 66,744 sq .ft. of distribution accommodation. The office element comprises about 10 per cent. of the total floor area at both ground and first floor levels. The Property comprises steel portal frame construction with profiled steel roof and a combination of full height steel profiled sheeting and part steel profile/brick elevations. The internal eaves height is approximately 21 ft. FREEHOLD The Company owns a 50 per cent. interest in the Property.

158 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) Leasehold The Company’s The Property comprises a relatively The Property is let in its entirety to 110,000 1,480,000 interest in 36-3 modern building situated on the Starbucks for a term of ten years 8 St. Stephens north west side of St. Stephens’s from June 2007. Street, Norwich Street, immediately adjacent to the ground floor entrance of intu Chapelfield Shopping Centre. The property comprises a retail unit on ground floor with two floors of ancillary offices above. FREEHOLD The Company owns a 100 per cent. interest in the property.

The Company’s The Property comprises a relatively The Property is let in its entirety to 33,700 1,900,000 interest in 178 modern purpose built office block Global Fire Systems for a term of Huntingdon and provides Grade B office three years from 7 April 2006. The Street, accommodation. The Property lease is subject to a tenant only Nottingham provides approximately 2,593 sq. ft. break option with six months’ notice of accommodation over ground and and a landlord only break option if two upper floors. The ground floor the tenant and its group companies is used as a showroom with offices vacate the premises. The rent is a above. peppercorn. FREEHOLD The Company owns a 100 per cent. interest in the property.

The Company’s The Properties comprise a former The Property is currently vacant and — 1,366,000 interest in Swift office building and nightclub behind being held for redevelopment. House and Jaxx the Potteries Shopping Centre which Nightclub, Hanley was demolished in 2008. FREEHOLD The Company owns a 100 per cent. interest in the property.

The Company’s A three storey listed building Shops let on two effectively full 67,250 970,000 interest in 1 Old adjacent to the Eldon Square repairing and insuring leases with Eldon Square, Shopping Centre, providing three upward only rent reviews expiring in Newcastle retail units and two upper floors of 2014. The offices are For the most (including 44B offices and having a net floor area part vacant, with only one tenant in and 44C Blackett of approximately 5,900 sq. ft. Built occupation of part of the second Street) circa 1860. floor. FREEHOLD The Company owns a 100 per cent. interest in the property.

The Company’s The Property comprises a modern The Property is let on an AST. 6,000 128,500 interest in 6 one bedroom flat located adjacent Chapelfield to Chapelfield Shopping Centre. Gardens, Norwich LEASEHOLD

The Company’s The site is located between the The site is vacant. — 15,750 interest in Site 4, Venue leisure scheme and the Cribbs Causeway airfield. FREEHOLD The Company owns a 50 per cent. interest in the Property.

159 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) The Company’s The Arndale Centre is situated in The majority of the lease terms are 19,548,781 375,000,000 interest in the centre of Manchester and generally for either 10 or 15 years Arndale Centre, comprises the Southern Site with a with 5 yearly upward only rent Manchester redevelopment of the Northern reviews. The leases are effectively Extension which was opened in on full repairing and insuring terms 2006. The centre is situated over with the landlord’s costs reimbursed two levels with a mezzanine food via a service charge. court area above Marsden Way South. New Cannon Street forms Four of the retail units are let on the prime pitch which is part of the leases of either 98 years or Northern Extension. 124 years from March 1980. The market hall is let to Manchester The centre provides City Council on a lease of 124 years 1.4 million sq. ft. in total providing from March 1980 at a peppercorn 221 shops and stores and offices. At rent. present, the major space users within the centre include Boots, Bhs, Next, WH Smith, River Island, Argos, Waterstones, Topshop and New Look. The Arndale Tower is included within the centre which provides multi let office accommodation. There are 1,450 car parking spaces in the adjacent multi storey car park. LEASEHOLD The Property is currently held under two long leasehold interests from the Manchester City Council (‘‘MCC’’) which both expire in 2105. A deed of variation provides for an extension of the current leasehold interest a further 95 years to 25 December 2200. An annually variable ground rent of 4.731 per cent. of rents receivable is payable for the majority of units within the Centre after deducting the Centres void rates. The Company owns a 50 per cent. interest in the Property.

The Company’s A town centre shopping centre The majority of retail units are let 15,758,907 323,000,000 interest in intu trading on two main levels on a site on effectively full repairing and Watford of 3.80 hectares (9.39 acres). insuring leases for 25 years with five Comprises 726,000 sq. ft. to include yearly upward only rent reviews. 147 retail units, six MSU’s, 13 food/ Rents comprise basic rent plus a catering units and, three anchors let turnover related element, with to John Lewis, Bhs and Marks & reviews of basic rent to 80 per cent. Spencer. In addition, there are of rack rental value. The stores let ancillary storage units, seven to Boots, John Lewis and Marks & residential units and self contained Spencer are non- income producing. offices. The Property benefits from The catering units and kiosks are let 4,550 car parking spaces within the on a variety of lease terms. The Centre and nearby satellite car residential units are let on assured parks. The Property was built in shorthold tenancies. phases opening between September 1990 and June 1992. LEASEHOLD The Property is held on two full repairing leases having over 988 years unexpired, at a ground

160 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) rent of 7 per cent. of net property income, on a side by side basis. The satellite car parks held on internal repairing lease having 20 years unexpired (with an option to determine in 2015 exercisable by either party), at a current rent of circa £779,633 per annum exclusive with five yearly rent reviews, index linked. The Company owns the 100 per cent. leasehold interest in the property and is entitled to receive 93 per cent. of the income.

The Company’s A major shopping centre in Central The John Lewis store is let under a 12,827,609 249,200,000 interest in intu Newcastle which totals lease expiring in 2075 at a base rent Eldon Square, approximately 1,350,000 sq. ft. of plus turnover with the base rent Newcastle upon retail space plus 37,000 sq. ft. of reviewable every five years to 80 per Tyne office space. It is anchored by John cent. of the average actual rent Lewis, Debenhams and Boots and received during the previous three includes over 151 standard retail years. units. It provides links into Northumberland Street and to The majority of the retail units are Fenwicks and Marks & Spencer. let on 25 year effectively full The centre is arranged on two mall repairing and insuring leases with levels around Eldon Square and five yearly upward only rent reviews. includes one public house, offices, The leases incorporate an 80 per six flats and a bus concourse. In cent. of ERV base rent and addition there is a leisure centre, specified turnover percentage top up which is let on a long lease to the provisions. City Council subject to the payment of a peppercorn rent. The centre opened in 1976 and was refurbished and extended in 1987/1988. The centre has been redeveloped in three schemes. Scheme One provided an additional 22,000 sq. ft. of retail space and two restaurants. Scheme 2 commenced in 2005 included the development of the new bus station which opened in March 2007 and the development of St Georges Way which included a Waitrose and 15 new stores which opened in 2008. Scheme 3, comprises St Andrews Way, which opened in Spring 2010 and provides 20 units and the Debenhams anchor store. LEASEHOLD The leasehold interest in the centre expires in 2250. There are aggregate head rent payments of approximately 39.52 per cent. of divisible participation income to the freeholder (Newcastle City Council). The Company owns a 60.48 per cent. interest in the Property.

161 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) The Company’s A major covered shopping centre on The majority of the retail units are 9,411,486 159,200,000 interest in intu Bromley High Street. The Centre let on 25 year effectively full Bromley which was opened in October 1991, repairing and insuring leases with comprises a total of approximately five yearly upwards only rent 463,000 sq. ft. of retail space and is reviews. The leases incorporate a anchored by Boots and Debenhams base rent calculated as to 80 per and includes links into the High cent. of the market rental value and Street Marks & Spencer. There are specified turnover top up provisions. two main mall levels and a specialty arcade together providing 142 unit Several units are let on rack rental shops. There is also a large car park terms without turnover provisions. (1,500 spaces) and a link into the The food court kiosks have now leisure centre. been converted to three units and let for retail use. A number of High Street retail units were integrated into the shopping A few units are let on turnover only centre in 2008 and are occupied by throughout the term and a few tenants including H&M. incorporate turnover only for the first five years, after which there is a LEASEHOLD review to a base rent, being 80 per cent. of ERV. The leasehold interests expires in 2113. There are head rent payments of 15 per cent. of net property income to the freeholder (London Borough of Bromley) subject to a minimum of £1,878,800 per annum exclusive expiring in 2023 and 21.472 per cent. of net property income to the head leaseholder (General Accident). The Company owns the 100 per cent. leasehold interest in the property and is entitled to receive 63.528 per cent. of the income.

The Company’s The Mall, which opened in March With the exception of the anchor 7,615,688 179,700,000 interest in The 1998, comprises approximately 144 stores and Bhs, two different types Mall, Cribbs retail units and a total of of leases have been granted to the Causeway 750,000 sq. ft. of retail retailers within the Property, namely accommodation. The shopping the rack rented lease and turnover centre, which has a wing shaped top-up leases, both of which are design, trades on two levels and is considered acceptable to the centred on a large glass fronted investment market. entrance lobby leading to a central atrium/meeting point and the The rack rented and turnover avenue restaurants. Two top-up leases reportedly provide for architecturally distinct concourses five yearly upward only rent reviews run east and west from the central and with respect to the standard atrium to anchor store units at the store units, have been written for extremities. terms of either 10 or 15 years. The lease terms for the medium store The eastern concourse is anchored units are either 15 or 25 years. The by John Lewis and the western majority of leases are outside the concourse by Marks & Spencer. provisions of the Landlord and Medium sized units such as Bhs, Tenant Act 1954. Boots and WH Smith occupy extensive accommodation totalling approximately 125,571 sq. ft. The Mall has a two tier Food Court which has been remodelled and was renamed the Avenue and has 11 restaurants. The complex incorporates approximately 7,000 free car parking

162 Market Capital Value as at Net Annual 31 December Property Description Age and Tenure Terms of Existing Tenancies Rent 2013 (£) (£) spaces and a bus station and taxi rank is located directly alongside John Lewis. LEASEHOLD The Property is held on a long leasehold basis (expiring 2382) and the Company is entitled to receive 32.87 per cent. of the net income.

The Company’s The Property is a mixed use The retail units are let on modern 1,400,476 24,000,000 interest in New development in Manchester city 15 year leases to Austin Reed, Cathedral Street, centre in an open street format. The Hobbs, Reiss, Ted Baker, Massimo Manchester Property comprises three distinct Dutti, Zara, Heals, Radley and LK elements including ground floor Bennett. retail units, a department store and high rise residential units above. The residential element was separately developed and is The retail element comprises two separately owned by others on a MSUs and eight unit shops totalling long leasehold interest basis and 72,359 sq. ft. The retail units are therefore does not form part of the clad in natural stone and have Company’s interest. Similarly the double height glazed shop fronts. department store anchoring the The residential block comprises two retail element, occupied by Harvey elements, a retail platform of retail Nichols, whilst being included within and restaurants and 14 storey glazed the Company’s ownership, has no tower containing the residential value attributed to it as the tenant units. has been granted a long underlease (co-terminus with the headlease less LEASEHOLD only a nominal few days) at a The long leasehold interest is held peppercorn rent. for a term of 200 years from 1 January 1998. The ground rent payable will equate to 10 per cent. of rents receivable from the retail premises subject to a minimum of £295,000 per annum. Under the terms of the original Development Agreement with MCC, the Fund are in certain circumstances and if rental growth exceeds certain defined thresholds, obliged to make an ‘overage’ payment to MCC following completion of the first rent review cycle in respect of all the retail units under leases. The Company owns a 50 per cent. interest in the Property.

163 SECTION 2 VALUATION REPORT PREPARED BY CBRE RELATING TO INTU METROCENTRE, METRO RETAIL PARK, GATESHEAD SITE, MIDSUMMER PLACE, INTU BROADMARSH AND WHADDON HOUSE

22NOV201211475781 CBRE Limited Henrietta House Henrietta Place London W1G 0NB Switchboard +44 (0)20 71 82 2000 Fax +44 (0)20 7182 2001 www.cbre.com Registered in England No 3536032 CBRE Limited is regulated by the RICS and is an appointed representative of CBRE Indirect Investment Services Limited which is authorised and regulated by the Financial Conduct Authority.

Report Date 20 March 2014 Addressees The Directors Intu Properties plc 40 Broadway London SW1H 0BT N M Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4N 8AL HSBC Bank plc 8 Canada Square London E14 5HQ Merrill Lynch International 2 King Edward Street London EC1A 1HQ UBS Limited 1 Finsbury Avenue London EC2M 2PP The Properties As listed in the Schedule of Property Details set out below. Instruction To value on the basis of Market Value the Properties as at the Valuation Date in accordance with your instructions (the ‘‘Valuations’’). We understand that this Valuation Report (the ‘‘Valuation Report’’) is required for inclusion in a prospectus (the ‘‘Prospectus’’) which is to be published by Intu Properties plc (‘‘Intu’’ or the ‘‘Company’’) in connection with the proposed rights issue (the ‘‘Rights Issue’’), as a result of which shares of Intu will be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange. Valuation Date 31 December 2013 Capacity of Valuer External.

164 Purpose of Valuation For inclusion in the Prospectus by Intu in connection with the proposed Rights Issue, as a result of which shares of Intu will be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange (the ‘‘Transaction’’). Market Value £1,188,550,000 (One Billion One Hundred and Eighty Eight Million Five Hundred and Fifty Thousand Pounds Sterling) exclusive of VAT, as shown in the Schedule of Capital Values set out below. We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole. Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached, and has been primarily derived using comparable recent market transactions on arm’s length terms. Compliance with Valuation Standards The Valuations have been prepared in accordance with The RICS Valuation Standards—Professional Standards (2012) (‘‘The Red Book’’). We confirm that we have sufficient current local and national knowledge of the particular markets, and the skills and understanding to undertake the valuation competently. Where the knowledge and skill requirements of The Red Book have been met in aggregate by more than one valuer within CBRE Limited, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of The Red Book. Assumptions The property details on which each valuation is based are as set out in this Valuation Report. We have made various assumptions as to tenure, letting, town planning, and the condition and repair of buildings and sites—including ground and groundwater contamination—as set out below. If any of the information or assumptions on which the valuation is based are subsequently found to be incorrect, the valuation figures may also be incorrect and should be reconsidered. Variation from Standard Assumptions None. Valuer The Properties have been valued by a valuer who is qualified for the purpose of the valuation in accordance with The Red Book. Independence The total fees, including the fee for this assignment, earned by CBRE Limited (or other companies forming part of the same group of companies within the UK) from the Addressee (or other companies forming part of the same group of companies) is less than 5.0 per cent. of the total UK revenues. Responsibility This Valuation Report has been prepared for inclusion in the Prospectus.

165 Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this Valuation Report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the PD Regulation, consenting to its inclusion in the Prospectus. For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Valuation Report and declare that we have taken all reasonable care to ensure that the information contained in this Valuation Report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of the PD Regulation. This Valuation Report complies with Rule 5.6.5G of the Prospectus Rules and paragraphs 128 to 130 of CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004. Disclosure The principal signatory of this report has continuously been the signatory of valuations for Intu and valuation purpose as this Valuation Report since 2012. CBRE Limited has carried out valuation instructions for Intu since 1995. CBRE Limited has carried out valuation and agency services on behalf of Intu for over ten years. Reliance and Publication No reliance may be placed upon the contents of this Valuation Report by any party for any purpose other than in connection with the Purpose of Valuation. Before the Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, the valuer’s written approval as to the form and context of such publication or disclosure must first be obtained such approval not to be unreasonably withheld or delayed. Such publication or disclosure will not be permitted unless, where relevant it incorporates the Assumptions referred to herein.

Yours faithfully Yours faithfully Peter Stoughton-Harris Jennifer Thomasson MRICS MRICS Executive Director Director For and on behalf of For and on behalf of CBRE LIMITED CBRE LIMITED T: 020 7182 2675 T: 020 7182 2923 E: peter.stoughton- E: [email protected] [email protected] CBRE Limited—Valuation and Advisory Services T: 020 7182 2000 F: 020 7182 2273 W: www.cbre.co.uk

166 SCOPE OF WORK AND SOURCES OF INFORMATION Sources of Information We have carried out our work based upon information supplied to us by Intu, as set out within this Valuation Report, which we have assumed to be correct and comprehensive. The Properties Our Valuation Report contains a brief summary of the Property details on which our valuation has been based. Inspections We inspected the Properties between 25 June 2013 and 13 January 2014. Areas We have not measured the Properties but have relied upon the floor areas provided which we have been informed have been measured in compliance with the current edition of the Code of Measuring Practice issued by the RICS. Environmental Matters We have not undertaken, nor are we aware of the content of, any environmental audit or other environmental investigation or soil survey which may have been carried out on the Properties and which may draw attention to any contamination or the possibility of any such contamination. We have not carried out any investigations into the past or present uses of the Properties, nor of any neighbouring land, in order to establish whether there is any potential for contamination and have therefore assumed that none exists. Repair and Condition We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part of the Properties. We are unable, therefore, to give any assurance that the Properties are free from defect. Town Planning We have not undertaken planning enquiries. Titles, Tenures and Lettings Details of title/tenure under which the Properties are held and of lettings to which they are subject are as supplied to us. We have not generally examined nor had access to all the deeds, leases or other documents relating to the Properties. Where information from deeds, leases or other documents is recorded in this Valuation Report, it represents our understanding of the relevant documents. We have not had sight of any previous report on title for intu Broadmarsh, Whaddon House or the Gateshead site. We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our general understanding of purchasers’ likely perceptions of the financial status of tenants. VALUATION ASSUMPTIONS Capital Values Each valuation has been prepared on the basis of ‘‘Market Value’’ which is defined as: ‘‘The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion’’.

167 The valuation represents the figure that would appear in a hypothetical contract of sale at the Valuation Date. No adjustment has been made to this figure for any expenses of acquisition or realisation—nor for taxation which might arise in the event of a disposal. We have deducted usual purchasers’ costs in arriving at our opinions of Market Value, including full liability for UK Stamp Duty Land Tax as applicable at the Valuation Date. No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charges. No account has been taken of the availability or otherwise of capital based Government or European Community grants. Rental Values Rental values indicated in our Valuation Report are those which have been adopted by us as appropriate in assessing the capital value and are not necessarily appropriate for other purposes, nor do they necessarily accord with the definition of Market Rent. The Properties Where appropriate we have regarded the shop fronts of retail and showroom accommodation as forming an integral part of the building. Landlord’s fixtures such as lifts, escalators, central heating and other normal service installations have been treated as an integral part of the buildings and are included within our valuations. Process plant and machinery, tenants’ fixtures and specialist trade fittings have been excluded from our valuations. All measurements, areas and ages quoted in our Valuation Report are approximate. Environmental Matters In the absence of any information to the contrary, we have assumed that: (a) the Properties are not contaminated and are not adversely affected by any existing or proposed environmental law; (b) any processes which are carried out on the Properties which are regulated by environmental legislation are properly licensed by the appropriate authorities; and (c) the Properties possess current Energy Performance Certificates (EPCs) as required under the Government’s Energy Performance of Buildings Directive. High voltage electrical supply equipment may exist within, or in close proximity of, the Properties. The National Radiological Protection Board (NRPB) has advised that there may be a risk, in specified circumstances, to the health of certain categories of people. Public perception may, therefore, affect marketability and future value of the Properties. Our valuation reflects our current understanding of the market and we have not made a discount to reflect the presence of this equipment.

168 Repair and Condition There has historically been differential ground settlement in part of intu Metrocentre, Gateshead, which has been subsequently underpinned and remedied but continues to be monitored. Intu has informed us that there has been no recent movement; hence we have not made any allowance in our valuation. In the absence of any information to the contrary, we have assumed that: (a) there are no abnormal ground conditions, nor archaeological remains, present which might adversely affect the current or future occupation, development or value of the Properties; (b) the Properties are free from rot, infestation, structural or latent defect; (c) no currently known deleterious or hazardous materials or suspect techniques, including but not limited to Composite Panelling, have been used in the construction of, or subsequent alterations or additions to, the Properties; and (d) the services, and any associated controls or software, are in working order and free from defect. We have otherwise had regard to the age and apparent general condition of the Properties. Comments made in the property details do not purport to express an opinion about, or advise upon, the condition of uninspected parts and should not be taken as making an implied representation or statement about such parts. Title, Tenure, Planning and Lettings Unless stated otherwise within this Valuation Report, and in the absence of any information to the contrary, we have assumed that: (a) the Properties possess a good and marketable title free from any onerous or hampering restrictions or conditions; (b) all buildings have been erected either prior to planning control, or in accordance with planning permissions, and have the benefit of permanent planning consents or existing use rights for their current use; (c) the Properties are not adversely affected by town planning or road proposals; (d) all buildings comply with all statutory and local authority requirements including building, fire and health and safety regulations; (e) only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in order for occupiers of each Property to comply with the provisions of the Disability Discrimination Act 1995; (f) all rent reviews are upward only and are to be assessed by reference to full current market rents; (g) there are no tenant’s improvements that will materially affect our opinion of the rent that would be obtained on review or renewal; (h) tenants will meet their obligations under their leases, and are responsible for insurance, payment of business rates, and all repairs, whether directly or by means of a service charge;

169 (i) there are no user restrictions or other restrictive covenants in leases which would adversely affect value; (j) where more than 50 per cent. of the floor space of a property is in residential use, the Landlord and Tenant Act 1987 (the ‘‘Act’’) gives certain rights to defined residential tenants to acquire the freehold/head leasehold interest in the property. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest. Disposal on the open market is therefore unrestricted; (k) where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where required; and (l) vacant possession can be given of all accommodation which is unlet or is let on a service occupancy.

Intu Properties plc—Summary of Capital Values Long Company Freehold Leasehold(1) Total (£) The Metrocentre Partnership(2) ...... 882,150,000 882,150,000 Midsummer Place ...... 251,000,000 251,000,000 intu Broadmarsh, Nottingham ...... 50,000,000 50,000,000 Ex-brewery site, Gateshead ...... 3,000,000 3,000,000 Intu—Flat 10, Whaddon House ...... 2,400,000 2,400,000 Intu Properties plc Total ...... 254,000,000 934,550,000 1,188,550,000

Notes: (1) More than 50 years unexpired. (2) Intu has a 60 per cent. holding.

170 SCHEDULE PROPERTY DETAILS Valuation as at 31 December 2013 Net Annual Rent Market Property Description Age and Tenure Terms of Main Tenancies Receivable Value (£) (£) intu Metrocentre, A regional shopping centre that opened in 1986 The property is multi-let 44,250,280 826,000,000 Gateshead and has been subsequently refurbished and on approximately 400 extended (including the new red mall in 2004). leases, mostly on The property trades over two floors. The leisure effectively full repairing element of the scheme has recently been and insuring leases and relocated and extended. with five-yearly rent reviews. Leasehold. Held on six leases expiring in September 2195 at an assumed current rent of Approximately 14.44 per £5,350,981 per annum. The rent is geared to cent. of the income 10 per cent. of the net rents received. expires before 31 December 2015, although the stores have expiries between 2025 and 2111. Metro Retail Park, A purpose built retail park built in 1996 The property is multi-let 3,186,117 56,150,000 Gateshead providing trading on the ground floor only with to 14 tenants on 16 ancillary mezzanine floors installed by the leases. The leases expire tenants. between August 2019 and July 2029 and have The property has Open A1 planning consent five-yearly rent reviews. but is occupied by bulky traders. Leasehold. Held on a 999 year lease expiring in September 2994 at a fixed peppercorn rental. Midsummer Place, A purpose-built, single-storey shopping centre The property is multi-let 13,414,128 251,000,000 Milton Keynes that opened in 2000. The centre is linked to the and has approximately larger and older thecentre:mk. 50 retail units, mostly held on effectively full Freehold repairing and insuring leases and with five-yearly rent reviews. The leases expire between 2013 and 2035. There is a lease expiry spike in June 2015. intu Broadmarsh, A purpose-built shopping centre that opened in The shopping centre is 1,156,297 50,000,000 Nottingham 1975. The centre trades on part single and part multi-let to two/three storeys and provides a redevelopment approximately 55 opportunity. In addition, there are a number of retailers, some being nearby ancillary properties that are used for held on effectively full office and industrial purposes with car parking. repairing and insuring leases and others on The majority of the centre is held long inclusive terms. The leasehold on a lease expiring December 2119. ancillary accommodation The ancillary plots are a mix of freehold and is part vacant and part short leasehold interests at low fixed rents or let on shorter terms. peppercorn rents. The leases expire between 2013 and 2074.

171 Net Annual Rent Market Property Description Age and Tenure Terms of Main Tenancies Receivable Value (£) (£) Ex-brewery site, The property comprises two adjacent parcels of The larger site is vacant 144,000 3,000,000 Gateshead land located east of intu Metrocentre, and the smaller site is let Gateshead. on two full repairing and insuring leases expiring The larger site comprising 12.86 acres housed between 2014 and 2016 the former Federation Brewery, which has been plus two ancillary poster demolished, on a triangular, level site with sites. extensive frontage onto the A1. The smaller four acre rectangular site is located opposite on Lancaster Road and comprises a three-storey dumbbell-shaped 41,965 sq. ft. entertainment suite with offices and a detached 9,830 sq. ft. single-storey industrial building with two-storey offices to the front, used for care rental purposes with a large adjacent surfaced care park. Freehold Flat 10 Whaddon William Mews is located in Knightsbridge, off Owner Occupied. 0 2,400,000 House, William the north western corner of Lowndes Square Mews, London SW1 and William Street. William Street connects Lowndes Square with Knightsbridge. Third floor flat comprising three bedrooms, dressing room/fourth bedroom, two bathrooms, reception room and kitchen. Long Leasehold

172 SECTION 3 VALUATION REPORT PREPARED BY KNIGHT FRANK RELATING TO ST. DAVID’S CENTRE, CARDIFF

13MAR201421273413 The Directors Intu Properties plc 40 Broadway London SW1H 0BT N M Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4N 8AL HSBC Bank plc 8 Canada Square London E14 5HQ Merrill Lynch International 2 King Edward Street London EC1A 1HQ UBS Limited 1 Finsbury Avenue London EC2M 2PP 20 March 2014 Dear Sirs

Intu Properties plc (the ‘‘Company’’)—The St David’s Centre, Cardiff—Valuation Report as at 31 December 2013 In accordance with the terms of engagement agreed with the Company, we have pleasure in reporting to you as follows:

1 Scope of Instructions 1.1 We are instructed to report to you our opinion as to the value of certain properties held within The St David’s Limited Partnership (the ‘‘Partnership’’) between St. David’s (General Partner) Limited, LS Cardiff Limited, Intu The Hayes Limited (formerly CSC The Hayes Limited), Land Securities Group plc and Intu Shopping Centres plc (formerly Capital Shopping Centres plc) and as briefly described in the attached appendix (the ‘‘Properties’’), as at 31 December 2013 (the ‘‘Valuation Date’’) for use in connection with the proposed rights issue, as a result of which shares of the Company will be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange (the ‘‘Transaction’’) and the prospectus to be issued in connection with the Transaction (the ‘‘Prospectus’’). 1.2 Our valuation is of the entirety of the interests held by the Partnership and does not therefore represent a valuation of the Company’s shares or stake in such properties.

2 The Properties The Properties comprise freehold and long leasehold interests held by the Partnership.

173 3 Basis of Valuation 3.1 The Investment Properties have been valued individually on the basis of ‘‘Market Value’’ subject to the existing tenancies at the Valuation Date (or reflecting vacant possession where no tenancies exist) in accordance with the relevant definitions, commentary and assumptions contained in the RICS Valuation—Professional Standards 2013 Global and UK edition and in accordance with the relevant provisions of the Listing Rules and the Prospectus Rules issued by the Financial Conduct Authority and CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004 and EU Directive 2003/71/EC. 3.2 The valuations have been undertaken by us as External Valuers as defined in the RICS Valuation— Professional Standards. We confirm that the Valuers meet the requirements of the RICS Valuation— Professional Standards VPS 1 having sufficient knowledge of the particular market and the skills and understanding to undertake the valuation competently. Valuations based on Market Value adopt the definition and the conceptual framework settled by the International Valuation Standards Committee. ‘‘Market Value’’ is defined for these purposes as: ‘‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.’’ 3.3 The total valuation of the Properties represents the aggregate of the individual values.

4 Tenure and Tenancies We have not read documents of title or leases and, for the purpose of our valuations, have accepted the details of tenure, tenancies, planning consents and all other relevant information with which we have been supplied by the Company and the Partnership or its advisors. We assume that this information is complete and correct. Save where matters have been specifically drawn to our attention, or we have been notified to the contrary prior to the date of this report, our valuation is on the basis that: (a) each property possessed a good and marketable title, free from any unusually onerous restrictions, covenants or other encumbrances; (b) all documentation has been satisfactorily drawn on institutionally acceptable terms; (c) there are no unusual outgoings, planning proposals, onerous restrictions or local authority intentions which affect any property nor any material litigation pending; (d) in respect of leasehold properties, there were no unreasonable or unusual clauses which would affect value and no unusual restrictions or conditions governing the assignment or disposal of the interest; (e) leases to which the properties were subject were on full repairing and insuring terms and contained no unusual or onerous provisions or covenants which would affect value and where the repairing terms were subject to schedules of condition, these would not have materially affected Market Value; (f) in respect of leases subject to impending or outstanding rent reviews and lease renewals, we have assumed that all notices had been served validly and within appropriate time limits; and (g) vacant possession could be given of all accommodation which was un-let.

5 Town Planning We have not made formal searches in respect of the Properties, but generally relied upon verbal enquiries and any informal information received from the Local Planning Authority, together with information supplied by the Company. We have not seen planning consents and, except where advised to the contrary, have assumed that the Properties have been constructed, or are being constructed and are occupied and used in accordance with the appropriate consents and that there are no outstanding statutory notices, consent or other statutory regulations, save to the extent disclosed to us. We assume that the premises comply with all relevant statutory requirements including fire and building.

6 Structure and Condition 6.1 We have neither carried out a building, structural and ground condition survey of any of the Properties, nor tested any services, plant or machinery. We were not therefore able to give any opinion on the condition of the structure and services. However, our valuation took into account any

174 information supplied to us and any defects noted during our inspections. Otherwise, our valuation was on the basis that there were no defects, items of disrepair or other matters that would materially affect our valuation. 6.2 For the purposes of the valuation we have assumed that, where appropriate, suitable action had been taken to ensure compliance with the Disability Discrimination Act 1995 in respect of the Properties. 6.3 Our valuation assumes that all Properties would, in all respects, be insurable against usual risks including terrorism, flooding and rising water table at normal, commercially acceptable premiums.

7 Site Condition and Environmental Matters 7.1 We have not investigated ground conditions. Unless advised to the contrary, our valuation was on the basis that there are no unidentified adverse ground or soil conditions and that the load bearing qualities of the sites of each property are sufficient to support the building constructed thereon and that all buildings had been constructed having appropriate regard to existing ground conditions. 7.2 We have not carried out any scientific investigations or tests to establish the existence or otherwise of any environmental contamination in relation to the Properties, nor do we undertake searches of public archives to seek evidence of past activities which might identify potential for contamination. Any environmental reviews which have been carried out by or on behalf of the Company or the Partnership have not, we understand, led the Directors to believe that there are any significant potential environmental problems affecting the Properties. Save as disclosed by any environmental reports provided to us or otherwise disclosed by the Company, we have assumed that the Properties are unaffected by any environmental problems.

8 Inspections We have previously inspected the Properties regularly for quarterly valuation purposes, and most recently in August 2013.

9 Information 9.1 Our valuations were based upon the information (including in relation to tenants and tenancies, tenure and floor areas and costs remaining in respect of completed development and refurbishment works) with which we had been supplied by the Partnership or which we had obtained from our enquiries. We relied upon this as being complete and correct and on there being no undisclosed matters which would affect our valuation. 9.2 When considering the covenant strength of individual tenants we did not receive any formal report on the financial status of any tenant and did not carry out detailed investigations as to the financial standing of the tenants, but have liaised with the Partnership and reflected in our valuations our general understanding of purchasers’ likely perceptions of tenants’ financial status. 9.3 We have assumed, except where otherwise informed by the Company, that in all cases there are no significant arrears of payment and that the tenants are capable of meeting their obligations under the terms of leases and agreements.

10 Taxation and Costs In accordance with market practice, we have deducted usual purchaser’s costs in arriving at our opinions of Market Value, including full liability for UK stamp duty land tax as applicable at the Valuation Date. No allowances were made for vendor’s expenses of realisation or for any taxation liability arising from the sale of any Property. Our valuations were exclusive of any VAT that may become chargeable. The Properties were valued disregarding any mortgages or other charges.

11 Valuation of the Properties as at 31 December 2013 11.1 Having regard to the foregoing we are of the opinion that the aggregate of the Market Values of the Investment Properties held by the Partnership, as at 31 December 2013, totalled £544,450,000 (Five Hundred and Forty Four Million, Four Hundred and Fifty Thousand pounds sterling). 11.2 We attach at Appendix 2 brief descriptions of the Properties, terms of tenure and main tenancies together with the Net Annual Rent where applicable.

175 Net Annual Rent is defined within the FCA’s handbook as: ‘‘The current income or income estimated by the valuer: (a) ignoring any special receipts or deductions arising from the property; (b) excluding VAT and before taxation (including tax on profits and any allowances for interest on capital or loans); and (c) after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.’’ The total of current Net Annual Rent receivable was estimated at £29,713,362 (Twenty Nine Million Seven Hundred and Thirteen Thousand Three Hundred and Sixty Two pounds sterling) per annum.

12 The Properties—Tenure and Categorisation 12.1 The valuation of the Properties allocated by Tenure is shown in the table at Appendix 1. Where the Partnership’s holding is comprised of mixed tenure, the valuation has been apportioned between the respective categories of tenure having regard to the interests held. 12.2 The Properties are categorised by the Company as Investment Properties.

13 Confidentiality and Disclosure 13.1 We confirm that Knight Frank LLP is appointed by the Partnership as External Valuer, as defined in the RICS Valuation—Professional Standards. Knight Frank LLP has continuously fulfilled this role since the Partnership was formed, beginning with a valuation in December 2006. Prior to that Knight Frank LLP had previously undertaken valuations and provided advice to Land Securities PLC in respect of some holdings now included within the Partnership’s assets. We further confirm that, in relation to Knight Frank LLP’s preceding financial year, the proportion of the total fees paid by the Company to the total fee income of Knight Frank LLP was less than 5 per cent. We recognise and support the RICS Rules of Conduct and have established procedures for identifying conflicts of interest. 13.2 This report has been prepared for inclusion in the Prospectus. 13.3 Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the PD Regulation, consenting to its inclusion in the Prospectus. 13.4 For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this report and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Our Valuation Report complies with Rule 5.6.5G of the Prospectus Rules and paragraphs 128 - 130 of CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of the PD Regulation.

Yours faithfully

Peter P S Barnard BSc (Hons) FRICS Graham Spoor BSc (Hons) MBA MRICS Partner, Commercial Valuations Partner, Commercial Valuations

For and on behalf of For and on behalf of KNIGHT FRANK LLP KNIGHT FRANK LLP

176 APPENDIX 1

Long St David’s Limited Partnership(1) Freehold Leasehold Total (£) Market Values at 31 December 2013 Properties Held as Investments St David’s Centre, Phase 1, Cardiff(2) ...... — 115,450,000 115,450,000 St David’s Centre, Phase 2, Cardiff(3) ...... — 429,000,000 429,000,000 Total ...... — 544,450,000 544,450,000

Notes: (1) Valuations are of the entirety of the interest in the Properties held by the Partnership and do not therefore represent a valuation of the Company’s shares or stake in such properties. (2) The development of the shopping centre is subject to a development agreement with Cardiff City Council dated 15 December 2005. The Partnership has been granted a long leasehold interest of 250 years from 28 March 2007. The property value is accordingly categorised as long leasehold above.

(3) The long leasehold granted to Primark Stores Ltd (50⁄54 Queen Street, 43 St David’s Way and 6⁄10 Frederick Street) includes part of the Partnership’s leasehold demise and a long lease over the freehold demise, which are now of only nominal value.

177 APPENDIX 2

Properties held for Investment

Market Net Annual Value as at Rent 31 December Property Description Age and Tenure Terms of Existing Tenancies Receivable 2013 (£) (£) St David’s The Properties comprise a St David’s 2 is substantially let 29,713,362 544,450,000 Centre Phase 1 substantial regional shopping to a variety of retailers including and St David’s centre following the completion John Lewis, Debenhams, Centre Phase, of St David’s 2 in October 2009 Hennes & Mauritz, Hollister, Cardiff and incorporating the original Apple, Superdry, Hamleys and St David’s Centre refurbished. River Island. Lease terms typically vary from ten to fifteen St David’s 2, anchored by a new years, mainly from September John Lewis department store, 2009, with the majority added over 100 retail and 15 incorporating initial rent free restaurant units, parking for periods, five yearly upward only around 2,500 cars, a newly built market rent reviews and civic library facility. provisions for turnover rent. The Department Store is let to It provides net internal area in John Lewis for a term of excess of 89,900 square metres 250 years from 2007 subject to (967,700 sq. ft.). The original tenant’s break options after St David’s Centre was built in 35 years. 1982 and provides over 60 shops including Debenhams and Bhs The original St David’s centre is extending to around 39,670 let to predominantly national square metres (427,000 sq. ft.). retailers, on standard Refurbishment works to institutional lease terms upgrade finishes in the original incorporating five yearly upward centre were also completed in only rent reviews. Leases 2009 and Town Wall South, typically expire between 2014 which links to St David’s 2 was and 2022. rebuilt to include an extension of the Debenhams department In Town Wall South, the store, a major store unit and 20 Department store extension is unit shops. let to Debenhams until 2034 and the major Store Unit to 50-54 Queen Street comprises a Peacocks Stores Limited until substantial retail outlet, centrally 2019. located with frontages both to Queen Street (the city’s 50-54 Queen Street is let to principal shopping Primark Stores Limited for a thoroughfare) and the term of 150 years from St David’s Centre. It is currently 4 February 2013 at a being redeveloped by Primark to peppercorn. provide a total net internal area of circa 11,150 square metres (120,000 sq. ft.).

St David’s Centre: Held Leasehold for a term of 987 years from 22 December 1993 from Cardiff City Council at a peppercorn rent.

St David’s 2: Long Leasehold for a term of 250 years from 28 March 2007. The initial ground rent payable of £878,138 per annum is to be converted to

178 Market Net Annual Value as at Rent 31 December Property Description Age and Tenure Terms of Existing Tenancies Receivable 2013 (£) (£) a proportionate percentage of net rents; The Library section is the subject of a separate headlease of 250 years from 5 August 2009 at a peppercorn rental.

50-54 Queen Street: Part freehold and part leasehold for a term of 150 years from 25 December 1981 from Cardiff City Council. The ground rent is subject to five yearly upward only reviews geared to 18.5 per cent. of rents received from 3 and 4/5 Frederick Street. The current rent payable is £11,812 per annum.

Two further leasehold elements known as St David’s Way and Ebenezer Street, both held for 150 years from December 1981 at a fixed peppercorn. The property also includes a long leasehold residential apartment at 27 Park View, Greyfriars Road, Cardiff.

179 SECTION 4 VALUATION REPORT PREPARED BY CUSHMAN & WAKEFIELD RELATING TO INTU TRAFFORD CENTRE

13MAR201419034723 Valuation Report Cushman & Wakefield LLP 43/45 Portman Square London W1A 3BG Tel 020 7935 5000 Fax 020 7152 5360 www.cushmanwakefield.com

To: The Directors Intu Properties plc 40 Broadway London SW1H 0BT

N M Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4N 8AL

HSBC Bank plc 8 Canada Square London E14 5HQ

Merrill Lynch International 2 King Edward Street London EC1A 1HQ

UBS Limited 1 Finsbury Avenue London EC2M 2PP

The Company: Intu Properties plc

Report Date: 20 March 2014

Valuation Date: 31 December 2013

1 Instructions Appointment We are pleased to submit our valuation report, which has been prepared in connection with the proposed rights issue by the Company, as a result of which shares of the Company will be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange (the ‘‘Transaction’’) and the prospectus to be issued in connection with the Transaction (the ‘‘Prospectus’’).

180 2 Background to the Valuation Properties The properties and interests valued are detailed in Part B.

3 Bases of Valuation The valuation has been prepared in accordance with the RICS Valuation—Professional Standards (the ‘‘Red Book’’) by a valuer acting as an External Valuer, as defined within the Red Book.

Bases The properties in Part B have been valued on the basis of Market Value, subject to any existing leases and otherwise assuming vacant possession.

Market Value Definition We have assessed ‘‘Market Value’’ in accordance with the Red Book. The Red Book defines Market Value as ‘‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.’’

Market Rent Definition We have assessed ‘‘Market Rent’’ in accordance with the Red Book. The Red Book defines Market Rent as ‘‘the estimated amount for which an interest in real property should be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing where the parties had each acted knowledgeably, prudently and without compulsion.’’

Estimated Net Annual Rents Receivable In the Part B schedule, we set out our estimates of the net annual rents currently receivable from the Investment Properties. In providing these estimates, we define ‘‘net annual rent’’ as ‘‘the current income or income estimated by the valuer: (a) ignoring any special receipts or deductions arising from the property; (b) excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and (c) after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.’’ Where premises are let on effective full repairing and insuring leases, the net annual rents receivable stated in the schedule are the presently contracted rents payable under those leases or agreements to lease without any deduction for the cost of management or any other expenses. Where leases are subject to rent-free periods which have not expired, the total Estimated Net Annual Rents Receivable stated reflect the present nil rent passing under those leases. We have stated the total including the rents payable following expiry of the rent-free period within the Terms of Existing Tenancies column. The schedule sets out our opinion of the current Estimated Net Annual Rents, which is on the basis of Market Rent. Where there are outstanding or forthcoming reviews, rental value has been assessed in accordance with the terms of the occupational lease review provisions. Otherwise, rental value has been assessed on the basis of Market Rent, assuming a new lease drawn on terms appropriate to current practice in the relevant market.

181 4 Assumptions, Departures and Reservations We have made no Special Assumptions. We have made no Departures from the Red Book. The valuation is not subject to a reservation.

Tenure and Tenancies We have not inspected title deeds and we have relied on the information supplied and listed at paragraph 6 of this Report as being correct and complete. In the absence of information to the contrary, we have assumed the absence of unusually onerous restrictions, covenants or other encumbrances and that the property has a good and marketable title. Where supplied with legal documentation, we have considered it but we will not take responsibility for the legal interpretation of it. We have not obtained information from The Land Registry. We have not read any leases.

Structure We have not carried out a structural survey of any property nor have we tested services but have relied on the information supplied and listed at paragraph 6 of this Report. Further, no inspection has been made of the woodwork and other parts of the structures which are covered, unexposed or inaccessible. In the absence of information to the contrary, the valuation is on the basis that the property is free from defect. However, the value reflects the apparent general state of repair of the property noted during inspection, but we do not give any warranty as to the condition of the structure, foundations, soil and services. Our report should not be taken or interpreted as giving any opinion or warranty as to the structural condition or state of repair of the property, nor should such an opinion be implied.

Planning and Statutory Regulations We have not been instructed to make formal searches with local planning authorities and we have relied on the information supplied and listed at paragraph 6 of this Report. We recommend that your lawyers be instructed to confirm the planning position relating to the property and review our comments on planning in the light of their findings.

Covenant Our valuation takes into account potential purchasers’ likely opinion of the financial strength of tenants. However, we have not undertaken any detailed investigations on the covenant strength of the tenants. Unless informed to the contrary by you or in the information supplied and listed at paragraph 6 of this Report, we have assumed that there are no significant arrears and that the tenants are able to meet their obligations under their leases or agreements.

Floor Areas The Company has provided us with floor areas of the properties. For the majority of units these floor areas were calculated previously by Cushman & Wakefield LLP. However, the floor areas for some units have been revised following physical alterations or as a result of review or renewal negotiations. We have relied on these areas and have not checked them on site. We have assumed that the areas supplied to us have been measured in accordance with the RICS Code of Measuring Practice.

Other Our valuation takes into account the information supplied and listed at paragraph 6 of this Report. Subject to this information providing otherwise, we have made the following additional assumptions: (i) the properties and any existing buildings are free from any defect whatsoever; (ii) all buildings have been constructed having appropriate regard to existing ground conditions or that these would have no unusual effect on building costs, property values or viability of any development or existing buildings; (iii) all the building services (such as lifts, electrical, gas, plumbing, heating, drainage and air conditioning installations and security systems) and property services (such as incoming mains, waste, drains, utility supplies, etc) are in good working order without any defect whatsoever;

182 (iv) there are no environmental matters (including but not limited to actual or potential land, air or water contamination, or by asbestos or any other harmful or hazardous substance) that would affect the property, any development or any existing buildings on the property or any adjoining property, and we shall not be responsible for any investigations into the existence of the same and you are responsible for making such investigations; (v) any building, the building services and the property services comply with all applicable current regulations (including fire and health and safety regulations); (vi) the properties and any existing buildings on the property comply with all planning and building regulations, have the benefit of appropriate planning consents or other statutory authorisation for the current use and no adverse planning conditions or restrictions apply (which includes, but is not limited to, threat of or actual compulsory purchase order); (vii) any occupational leases are on full repairing and insuring terms, with no unusually onerous provisions or covenants that would affect value; (viii) in respect of any lease renewals or rent reviews, all notices have been served validly within any time limits; (ix) vacant possession can be given of all accommodation which is unlet or occupied by Intu Properties plc or its employees on service tenancies; and (x) any valuation figures provided will be exclusive of VAT whether or not the building has been elected.

5 Inspection We inspected the properties from a customer’s general perspective on 21 October 2013. We are informed by the Company that there has been no material change to the properties since this date.

6 Sources of Information In addition to information established by us, we have relied on the information obtained from the persons below:

Information Source 1 Floor areas Intu Properties plc and Cushman & Wakefield LLP 2 Tenancy Schedule Intu Properties plc 3 Details of irrecoverable outgoings, rental arrears Intu Properties plc and other management matters 4 Details of current negotiations in hand, e.g. rent Intu Properties plc and Ravenscroft & Co reviews and active management issues 5 Turnover rent Intu Properties plc 6 Building and environmental surveys dated Waterman Group October 2010 7 Rating assessments Intu Properties plc Cushman & Wakefield LLP accepts responsibility for the information contained in the Valuation Report (other than information contained in the Valuation Report which is stated to have been obtained from a third party as set out in the table above). To the best of the knowledge of Cushman & Wakefield LLP (having taken all reasonable care to ensure that such is the case) the information contained in this Valuation Report is in accordance with the facts and (in the reasonable opinion of Cushman & Wakefield LLP) does not omit anything likely to affect the import of such information.

7 General Comment Our opinion of value is based on an analysis of recent market transactions, supported by market knowledge derived from our agency experience. Our valuation is supported by this market evidence.

183 Where there are outstanding or forthcoming reviews, rental value has been assessed in accordance with the terms of the occupational lease review provisions. Otherwise, rental value has been assessed on the basis of Market Rent, assuming a new lease drawn on terms appropriate to current practice in the relevant market. All valuations are professional opinions on a stated basis, coupled with any appropriate assumptions or special assumptions. A valuation is not a fact, it is an estimate. The degree of subjectivity involved will inevitably vary from case to case, as will the degree of certainty, or probability, that the valuer’s opinion of market value would exactly coincide with the price achieved were there an actual sale at the valuation date. The purpose of the valuation does not alter the approach to the valuation. Property values can change substantially, even over short periods of time, and so our opinion of value could differ significantly if the date of valuation was to change. If you wish to rely on our valuation as being valid on any other date you should consult us first. Should a sale be contemplated, we strongly recommend that the property is given proper exposure to the market. We recommend that you keep the valuation of this property under frequent review. You should not rely on this report unless any reference to tenure, tenancies and legal title has been verified as correct by your legal advisers.

8 Valuation Market Value Our opinion of the Market Value of the interests in the properties detailed in Part B is: £1,900,000,000 (One Billion Nine Hundred Million pounds sterling) The value may be apportioned between the components;

Market Value Freehold (£) Property intu Trafford Centre ...... 1,806,000,000 Barton Square ...... 79,000,000 The Trafford Centre Land ...... 15,000,000 Total ...... 1,900,000,000

9 Valuation for a Regulated Purpose This valuation is classified by the Red Book as a Regulated Purpose Valuation and we are therefore required to disclose the following information. Cushman & Wakefield LLP provides other professional or agency services to you from time to time and has done so for a period of more than 5 years. In our most recent financial year, Cushman & Wakefield LLP received less than 5 per cent. of its total fee income from you. We have provided bi-annual valuations on the subject properties for the past three years to the owners, the Company, for accounts purposes. Simon Smith MRICS, David Lusher MRICS and Rupert Dodson FRICS have all previously acted as signatories to the Company’s valuations. For this appointment and as part of our internal procedures, therefore, the valuation has also been reviewed and signed by an unconnected partner, Dudley Holme-Turner MRICS, who while having extensive and current experience of valuing shopping centres, has to date not been involved in the valuation of the Trafford Centre and further has had no professional contact with Intu Properties plc. As you are also aware, Cushman & Wakefield LLP acts for the Company as letting agents and from time to time on individual rent reviews. We consider that the operational and physical separation of our valuation team, our internal procedures and the review by an unconnected partner, mean that we do not have a conflict advising the Addressees.

184 10 FCA Compliance For the purposes of Prospectus Rule 5.5.3(R)(2)(f), we are responsible for this Report and we will accept responsibility for the information contained in this Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Report is in accordance with the facts and contains no omissions likely to affect its import. This Report complies with Rule 5.6.5G of the Prospectus Rules and paragraphs 128 to 130 of CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses no. 809/2004. We also confirm that for the purposes of the Listing Rules issued by the Financial Conduct Authority, neither the signatories to this report or Cushman & Wakefield LLP has an interest (material or otherwise) in the entity.

11 Confidentiality To the fullest extent permitted by the law (including any mandatory responsibility arising from the listing rules of any stock exchange) we do not assume any responsibility to and we hereby exclude all liability arising from use of and/or reliance on this report by any person or persons for the purposes of determining whether or not to take up their entitlement to new ordinary shares in the Company other than those parties to whom this report is addressed and to whom we have issued a reliance letter.

12 Disclosure and Publication You must not disclose the contents of this valuation report to a third party in any way without first obtaining our written approval to the form and context of the proposed disclosure. You must obtain our consent, even if we are not referred to by name or our valuation report is to be combined with others. We will not approve any disclosure that does not refer sufficiently to any Special Assumptions or Departures that we have made. You must not modify, alter (including altering the context in which the report is displayed) or reproduce the contents of this valuation report (or any part) without first obtaining our written approval. Any person who contravenes this provision shall be responsible for all of the consequences of the same, including indemnifying Cushman & Wakefield LLP against all consequences of the contravention. Cushman & Wakefield LLP accepts no liability for any use of the Report that is in contravention of this section. Signed for and on behalf of Cushman & Wakefield LLP

Rupert Dodson FRICS Simon Smith MRICS Partner Partner +44 (0)20 7152 5042 +44 (0)20 7152 5143 [email protected] [email protected]

David Lusher MRICS Dudley Holme-Turner Partner Partner +44 (0)20 7152 5597 +44 (0)20 7152 5803 [email protected] [email protected]

185 Part B: Property Report Properties held as Investments

Estimated Description, Age and Terms of Existing Estimated Net Annual Net Annual Property Tenure Tenancies Rents Receivable Rents Market Value (£) The intu The property is a Let on full repairing and 85,753,000 (this includes 104,005,000 1,806,000,000 Trafford regional shopping centre insuring leases by way of deemed income on Centre, which was completed service charge, insurance outstanding rent review Manchester and opened for trading contributions and of £2,681,000 per on 10 September 1998. repairing obligations. annum) The property comprises retail and leisure The gross annual rents accommodation arranged receivable including principally on 2 levels rents agreed, but where including 3 department rent free periods are stores (Selfridges, outstanding, is Debenhams and John £88,746,000 per annum Lewis), 5 major space including turnover. The users (BhS, Boots, H&M net rent is £87,650,000 Hennes, Marks & per annum, This Spencer and Next), 14 includes deemed income large space users, 135 from outstanding rent shop units, 41 cafes/ reviews. restaurants and 1 The entire Property is entertainment unit. In let with the exception of addition there are mall 18 retail and restaurant carts, a 20 screen units. Discussions are multiplex cinema, 2 taking place, heads of leisure units and offices terms are issued or at second floor level. solicitors instructed in There are 157 retail respect of 12 of these units in total. units. There are 10 ATMs and The majority of the 41 separate store rooms. property is held on To the west of the Mall leases granted in excess is the Wilderspool of 5 years and subject to Woodland which 5 yearly upward only comprises a hotel, rent reviews. The restaurant and leisure majority of leases are area. There is a petrol granted outside the filling station and car provisions of Part II of wash to the north of the the Landlord and Tenant shopping centre. Act 1954. The company has In addition to leases of obtained planning retail, restaurant and permission for a hotel leisure accommodation on the site. This has there are barrows, been excluded from the merchandising carts and valuation. microcell telephone The Property has a total equipment occupied by floor area of way of leases and approximately 158,864 licences. square metres (1,710,000 The valuation includes sq.ft. There are the Dome offices which approximately 10,000 car have been let to Peel parking spaces, a coach Management Ltd at a park for 300 coaches rent of £406,743 per and a bus station. annum. The site area of the Approximately £453,000 Property (excluding the of net additional income hotel site) is is receivable from approximately 53.9 advertising sites. hectares (133.4 acres). The majority of the The property is leases provide for connected by a bridge turnover income to be

186 Estimated Description, Age and Terms of Existing Estimated Net Annual Net Annual Property Tenure Tenancies Rents Receivable Rents Market Value (£) link to Barton Square, paid in addition to a comprising base rent. This is 338,000 sq. ft. of retail estimated at £1,955,000 and leisure per annum above the accommodation. rent at the valuation Freehold. date (once the outstanding rent reviews are settled). Allowances have been made to arrive at a net income with deductions being made for a landlord’s contribution to promotion (£680,000 per annum), a permanent income void (2.5 per cent. per annum of rental value commencing after 18 months) and void costs associated with currently vacant units.

Barton The Property is a retail Let on full repairing and 3,653,000 5,537,000 79,000,000 Square, mall arranged on 2 insuring leases by way of Manchester levels connected by way service charge, insurance of an enclosed walkway contributions and to The intu Trafford repairing obligations. Centre. The net annual rents There are 13 retail units, receivable including 2 leisure units and 1 rents agreed, but where ATM having a total area rent free periods are of 31,434 square metres outstanding, is (338,000 sq. ft.). £3,653,000 per annum including turnover. The site area of the Property is The entire Property is approximately 6.5 let with the exception of hectares (16.1 acres). 2 retail units. Turnover income is estimated at Freehold £274,000 per annum above the rent at the valuation date. Allowances have been made to arrive at a net income with deductions being made for a landlord’s contribution to promotion (£63,000 per annum) and void costs associated with currently vacant units.

The 3.8 hectares (9.3 acres). Land adjacent to Park — — 15,000,000 Trafford Way Centre Freehold. Land

187 PART VIII VALUATION REPORT AS AT 6 MARCH 2014 FOR MERRY HILL, DERBY AND SPRUCEFIELD

17MAR201407340184 The Directors Intu Properties plc 40 Broadway London SW1H 0BT N M Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4N 8AL HSBC Bank plc 8 Canada Square London E14 5HQ Merrill Lynch International 2 King Edward Street London EC1A 1HQ UBS Limited 1 Finsbury Avenue London EC2M 2PP 20 March 2014 Dear Sirs

Property Investment Assets relating to Merry Hill, Derby and Sprucefield Market Valuation as at 6 March 2014 1 Instructions In accordance with your instructions which were confirmed in our letter dated 14 March 2014, we report our opinion of the Market Value of the freehold and long leasehold interests (as appropriate) in each of the properties listed in paragraph 2 below (the ‘‘Properties’’), which are to be included within an approved prospectus (the ‘‘Approved Prospectus’’) as detailed below. It is understood that our Valuation Report and Schedule (together, the ‘‘Valuation Report’’) is required for inclusion in the Approved Prospectus which is to be published by Intu Properties plc (the ‘‘Company’’), in connection with the proposed rights issue, as a result of which shares of the Company will be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange and to the main board of the Johannesburg Stock Exchange (the ‘‘Transaction’’). We confirm that the valuations have been prepared in accordance with the appropriate sections of the Professional Standards (‘‘PS’’), RICS Global Valuation Practice Statements (‘‘VPS’’), RICS Global Valuation Practice Guidance— Applications (‘‘VPGAs’’) and United Kingdom Valuation Standards (‘‘UKVS’’) contained within the RICS Valuation—Professional Standards 2014 UK Edition, (the ‘‘Red Book’’). It follows that the valuations are compliant with International Valuation Standards. The Properties are predominately shopping centres and other properties ancillary thereto and are held as investments.

188 The effective date of the valuation is 6 March 2014 (the ‘‘Valuation Date’’). The Properties valued are described in Appendix A.

2 Brief summary of the Properties The Properties form part of a portfolio of properties described in Appendix A. The valuations reported herein relate only to the Properties comprising the Portfolio. 1. Merry Hill Shopping Centre and associated assets, Brierley Hill, West Midlands, DY5 1QX; 2. Westfield Derby, Albion Street, Derby DE1 2NQ; and 3. The Sprucefield Centre, Hillsborough Road, Lisburn, Northern Ireland, BT2 5UJ. The tenure of each of the Properties is detailed in Appendix A.

3 Inspections All the Properties have been the subject of inspections during January and February 2014.

4 Compliance with appraisal and valuation standards We confirm that the valuations have been prepared in accordance with the appropriate sections of the Professional Standards (‘‘PS’’), RICS Global Valuation Practice Statements (‘‘VPS’’), RICS Global Valuation Practice Guidance—Applications (‘‘VPGAs’’) and United Kingdom Valuation Standards (‘‘UKVS’’) contained within the RICS Valuation—Professional Standards 2014 UK Edition, (the ‘‘Red Book’’). It follows that the valuations are compliant with International Valuation Standards as well as Rule 5.6.5G of the Prospectus Rules published by the Financial Conduct Authority and paragraphs 128 to 130 of CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses no 809/2004. We further confirm that our receiving instruction in this matter was not conditional upon the appraisals/ valuations producing maximum values, specific values, or values within a given range.

5 Status of valuer and conflicts of interest We confirm that we have sufficient current knowledge of the relevant markets, and the skills and understanding to undertake these valuations competently. We also confirm that where more than one valuer has contributed to the valuations the requirements of PS 2.3.7 of the Red Book have been satisfied. We confirm that Jonathan Goode has overall responsibility for the valuation. Finally, we confirm that we have undertaken the valuations acting as external valuers, qualified for the purpose of the valuation. We further confirm that DTZ provided valuation advice, in connection with the Company’s re-financing of intu Lakeside Shopping Centre, Thurrock in June 2004; intu Potteries, Hanley in December 2004 and March 2007; intu Watford and intu Braehead, Renfrew in April 2005; the intu Victoria Centre, Nottingham in October 2005; intu Chapelfield, Norwich, the intu Bromley, intu Chimes, Uxbridge in April 2006, and 29-35, 41a, 43-45, 55, 63-67 and 73-75 Watford High Street, Watford in August 2007. DTZ also act as valuers to the Company and have been undertaking year-end valuations of the majority of assets owned by the Company, for accounting purposes and more general valuation advice since 1994. In February 2013, DTZ provided valuation advice in connection with a new debt funding platform which created a central source of finance for the group. This included four of the Company’s shopping centres, intu Lakeside, West Thurrock, intu Braehead, Glasgow, intu Watford and intu Victoria Centre, Nottingham. This has been discussed with the Company and notwithstanding our previous involvement, the Company have confirmed that we may proceed with the valuation. At all times we have adhered by the RICS recommendations to the Carsberg Report.

6 Purpose of the valuation We understand that this Valuation Report is required for inclusion in the Approved Prospectus which is to be published by the Company and that this Valuation Report will assist investors in assessing the Company and its ordinary shares and/or whether to participate in the Transaction (the ‘‘Purpose of this Valuation Report’’).

189 7 Disclosures required under the provisions of PS 2.8 UKVS 4 7.1 Name of Signatory Jonathan Goode has been the signatory of Valuation Reports provided to the Company for the same purpose as the Purpose of this Valuation Report for a continuous period since 1 November 2010. DTZ has been carrying out this valuation instruction for the Company for a continuous period since 1994.

7.2 DTZ’s relationship with client As mentioned above in paragraph 5, DTZ act as valuers to the Company, Intu Debenture PLC and Prudential Assurance Company Limited and undertake half yearly valuations of the majority of assets owned by the Company, for accounting purposes and more general valuation advice. We do not consider that any conflict of interest arises for us in preparing the advice requested by the Company and the Company has confirmed this to us. We confirm that we do not have any material interest in the Company, or any of the Properties.

7.3 Fee income from the Company DTZ Debenham Tie Leung was a wholly owned subsidiary of DTZ Holdings plc (the ‘‘Group’’) until 5 December 2011, when all the trading subsidiaries of the Group (the ‘‘Subsidiaries’’) were sold to UGL Limited (‘‘UGL’’). In UGL’s financial Year Ending 30 June 2013, the proportion of fees payable by the Company to the total fee income of UGL was less than 5 per cent.

7.4 DTZ involvement in the Properties in previous 12 months DTZ have not received any introductory fees or acquisition fees in respect of the Properties within the 12 months prior to the Valuation Date.

8 Report format Appendix A to this Valuation Report comprise details of the Properties and our valuations.

9 Basis of valuation Our opinion of the Market Value of each of the Properties has been primarily derived using comparable recent market transactions on arm’s length terms.

9.1 Market Value The value of each of the properties has been assessed in accordance with the relevant parts of the current RICS Valuation—Professional Standards 2014 UK Edition. In particular, we have assessed Market Value in accordance with VPS 4.1.2. Under these provisions, the term ‘‘Market Value’’ means ‘‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’’. In undertaking our valuations on the basis of Market Value, we have applied the conceptual framework which is set out in IVS Framework paragraphs 30-34.

9.2 Taxation and costs We have not made any adjustments to reflect any liability to taxation that may arise on disposal, nor for any costs associated with a disposal of the respective legal interests in the Properties by the owner. No allowance has been made to reflect any liability to repay any government or other grants or taxation allowance or lottery funding that may arise on disposal. We have made deductions to reflect an assessment of purchaser’s acquisition costs where appropriate, including stamp duty at 4 per cent., having regard to the size and value of the asset.

10 VAT We have been advised by the Company that elections have been made for the Properties to be subject to VAT.

190 The Market Values contained in this report are, therefore, quoted net of VAT at the prevailing rate.

11 Assumptions and sources of information In undertaking our valuation, we have made a number of Assumptions and have relied on certain sources of information. An Assumption is referred to in the Glossary to the Red Book as a ‘‘supposition taken to be true’’ (‘‘Assumption’’). In this context, Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, the Company has confirmed that our Assumptions are correct so far as they are aware. In the event that any of these Assumptions prove to be incorrect then our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below:

11.1 Title We have relied on the Certificates of Title, which were prepared by the Company’s solicitors (the ‘‘Certificates of Title’’). We have reflected the contents of the Certificates of Title in our valuations. It is stated in the Certificates of Title that the Company is possessed of good and marketable freehold or leasehold titles as appropriate in each case. Except as disclosed by the Certificates of Title, we have made an Assumption that the Properties are free from rights of way or easements, restrictive covenants, or onerous or unusual outgoings. We have also made an Assumption that the Properties are free from mortgages, charges or other encumbrances.

11.2 Condition of structure and services, deleterious materials, plant and machinery and goodwill Due regard has been paid to the apparent state of repair and condition of the Properties, but condition surveys have not been undertaken, nor have woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the Properties are structurally sound or are free from any defects. We have made an Assumption that the Properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may have been mentioned in the Schedule. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in construction or any alterations and therefore we cannot confirm that the Properties are free from risk in this regard. For the purposes of these valuations, we have made an Assumption that any investigation would not reveal the presence of such materials in any adverse condition. We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completing the valuation inspection of the Properties that may fall within the Control of Asbestos of Work Regulations 2002. We have not made an enquiry of the duty holder (as defined in the Control of Asbestos of Work Regulations 2002), of the existence of an Register of Asbestos or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that there is a duty holder, as defined in the Control of Asbestos of Work Regulations 2002 and that a Register of Asbestos and Effective Management Plan is in place, which does not require any immediate expenditure, or pose a significant risk to health, or breach the HSE regulations. We advise that such enquiries be undertaken by a lawyer during normal pre-contract enquiries. No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the site of each property are sufficient to support the buildings constructed thereon. We have also made an Assumption that there are no services on, or crossing the sites in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present on any of the sites, which might adversely affect the present or future occupation, development or value of each property. No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage, are provided and are functioning satisfactorily.

191 No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the buildings. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any business goodwill that may arise from the present occupation of any of the Properties. It is a condition of DTZ Debenham Tie Leung Limited or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services of any of the Properties.

11.3 Environmental matters We have made enquiries of the Company in order, so far as reasonably possible, to establish the risk of flooding at the Properties and the potential existence of contamination arising out of previous or present uses of the site and any adjoining sites. In accordance with our inquiries of the Company and the contents of the above mentioned reports, we have made an Assumption that no contamination or other adverse environmental matters exist in relation to the Properties sufficient to affect value. Other than as referred to above, we have not made any investigations into past or present uses, either of the Properties or any neighbouring land to establish whether there is any contamination or potential for contamination to the Properties. Commensurate with our Assumptions set out above we have made no allowance in this valuation for any effect in respect of actual or potential contamination of land or buildings. A purchaser in the market might, in practice, undertake further investigations than those undertaken by us. If it is subsequently established that contamination exists at the Properties or on any neighbouring land or that any of the premises have been, or are being, put to any contaminative use then this might reduce the values now reported.

Flooding We have made enquiries of the Environment Agency website and are advised that the Properties fall outside the extent of the extreme flood. This is categorised as being a chance of flooding equivalent to 0.1 per cent. (1 in 1,000) or less. Albeit, we have made the Assumption that building insurance is in place regarding flooding and available to be renewed to the current or any subsequent owners of the Properties, without payment of an excessive premium or excess.

11.4 Areas The Company has provided us with details of floor areas in relation to each property. As instructed, we have relied on these areas and have not checked them on site. We have made an Assumption that the floor areas supplied to us have been calculated in accordance with the current Code of Measuring Practice, prepared by the Royal Institution of Chartered Surveyors.

11.5 Statutory requirements and planning Verbal enquiries have been made of the relevant planning authorities in whose areas the properties lie as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. The results of our enquiries have been included within our Valuation Report where relevant. Unless stated to the contrary in the Certificates of Title, or where we have been otherwise advised by the Company, we have made an Assumption that the buildings have been constructed in full compliance with valid town planning and building regulations approvals, that where necessary they have the benefit of current Fire Risk Assessments compliant with the requirements of the Regulatory Reform (Fire Safety) Order 2005. Similarly, we have also made an Assumption that the properties are not subject to any outstanding statutory notices as to their construction, use or occupation. Unless our enquiries have revealed the contrary, we have made a further Assumption that the existing uses of the properties are duly authorised or established and that no adverse planning conditions or restrictions apply.

192 No allowances have been made for rights, obligations or liabilities arising under the Defective Premises Act 1972, and we have made an Assumption that the properties comply with all relevant statutory requirements. In England and Wales, the Government has implemented the Energy Performance of Buildings Directive requiring Energy Performance Certificates (‘‘EPC’’) to be made available for all properties, when bought or sold, subject to certain exemptions. In respect of any of the subject properties which are not exempt from the requirements of this Directive, we have made an Assumption that an EPC is made available, free of charge, to the purchasers of the interests which are the subject of our valuation. We would draw your attention to the fact that employees of town planning departments now always give information on the basis that it should not be relied upon and that formal searches should be made if more certain information is required. We assume that, if you should need to rely upon the information given about town planning matters, your solicitors would be instructed to institute such formal searches. In instances where we have valued the property with the benefit of a recently granted planning consent, or on the Special Assumption that planning consent is granted, we have made an assumption that it will not be challenged under Judicial Review. Such a challenge can be brought by anyone (even those with only a tenuous connection with the property, or the area in which it is located) within a period of three months of the granted of a planning consent. When a planning consent is granted subject to a Section 106 Agreement, the three month period commences when the Section 106 Agreement is signed by all parties. If a planning consent is subject to Judicial Review, we must be informed and asked to reconsider our opinion of value. Advice would be required from your lawyer and a town planner, to obtain their opinion of the potential outcomes of such a Judicial Review, which we will reflect in our reconsideration of value.

11.6 Leasing Subject to the provisions of the paragraph below, we have read all the leases and related documents provided to us by the Company. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date. We have not undertaken investigations into the financial strength of any of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise advised we have also made an Assumption that there are no material arrears of rent or service charges, breaches of covenants, current or anticipated tenant disputes. However, our valuations reflect the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness. We have made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits.

11.7 Information We have made an Assumption that the information the Company and its professional advisers have supplied to us in respect of the properties is both full and correct. It follows that we have made an Assumption that details of all matters likely to affect value within your/ their collective knowledge such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions have been made available to us and that the information is up to date. For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this Report and we will accept responsibility for the information contained in this Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Report is in accordance with the facts and contains no omissions likely to affect its import.

193 12 Valuation Market Value We are of the opinion that the Market Value as at 6 March 2014 of the freehold, heritable and long leasehold property interests described in Schedule A, subject to the Assumptions and comments in this report, and in Schedule A, is: £868,400,000 (Eight Hundred and Sixty Eight Million Four Hundred Thousand pounds sterling) The Market Value stated above includes the Market Value of the 50 per cent. interest of the Merry Hill Assets being acquired by the Company.

13 Confidentiality and disclosure The contents of this Valuation Report may be used only for the specific purpose to which they refer. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer’s written approval as to the form and context of such publication or disclosure must first be obtained. For the avoidance of doubt such approval is required whether or not DTZ Debenham Tie Leung Limited is referred to by name and whether or not the contents of our Report are combined with others. This Valuation Report has been prepared for inclusion in the Approved Prospectus. Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this Valuation Report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the PD Regulation, consenting to its inclusion in the Approved Prospectus. For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Valuation Report and declare that we have taken all reasonable care to ensure that the information contained in this Valuation Report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Approved Prospectus in compliance with Annex I item 1.2 of the PD Regulation.

Yours faithfully

Jonathan Goode

RICS Registered Valuer Senior Director

For and on behalf of DTZ DEBENHAM TIE LEUNG LIMITED

194 APPENDIX A Property Assets and Market Values Values Net of Purchaser’s Costs

Market Capital Net Annual Value as at Property Description Age and Tenure Terms of Existing Tenancies Rent 6 March 2014 (£) (£) Freehold Merry Hill The property is situated near Historically leases were typically for £22,570,719 £407,500,000(1) Shopping Centre Dudley in the heart of the West 25 and 35 years with five yearly and Ancillary Midlands, approximately ten miles upward only rent reviews. However, Properties; from the M42 motorway with a lease lengths have shortened to Brierley Hill, total area of 2.4 million sq. ft. between five and ten years in more West Midlands including around 1.7 million sq. ft. recent years. DY5 1QX of retail space. Opened in 1985, the centre comprises approximately The leases are on effectively full 1.5 million sq. ft. of retail floor repairing and insuring terms with space primarily arranged on two landlord’s costs reimbursed via a floors. The complex includes an service charge. A number of short Odeon cinema and external retail term leases (under 18 months) are park. The centre is surrounded by inclusive of service charge, surface and multi-storey car spaces insurance, and in some cases, rates. comprising approximately 10,000 The stores let to Asda, Marks & spaces plus a bus station. Spencer (Store J) and H & M are The scheme comprises over 289 non-income producing. units including 214 shop units, 20 food court/restaurant units and 47 kiosks in the main covered mall of approximately 1.4 million sq. ft., 7 retail warehouses and a cinema. The anchors and major space users include Marks & Spencer, BhS, Sainsbury, Primark, Boots, Debenhams, and Next. In addition there is a new food court comprising 16 food court units and restaurants Pizza Express and Nandos are located at the heart of the centre. FREEHOLD The Company will own a 50 per cent. interest in the property on completion of the acquisition.

Westfield Derby, Located in the centre of Derby, the Historically leases were typically £28,166,308 £390,000,000 Albion Street, shopping centre provides one of granted for ten to 15 years with Derby, the premier shopping destinations five yearly upward only rent Derbyshire, in the East Midlands. Four themed reviews. However, lease lengths DE1 2NQ malls operate on two main levels, have shortened to between five and anchored by Marks & Spencer, ten years in more recent years Debenhams and Next. which is a reflection of the prevailing economic climate. A It comprises approximately 120,700 number of short term leases (under sq m (1.3 million sq. ft.) of retail 18 months) are inclusive of service space to around 227 units including charge, insurance, and in some 182 shop units, 15 food court/ cases, rates. restaurant units, 24 kiosks, 2 offices and 4 retail warehouses. In addition, there are ancillary storage units, seven residential units and self contained offices. The property benefits from more than 3,600 car parking spaces within the Centre and nearby Satellite car parks. The property was built in 1967 but significantly extended in 2007. MAJORITY FREEHOLD WITH PART LEASEHOLD The Company will own a 100 per cent. interest in the property as part of the acquisition.

(1) £371,000,000 (91.0 per cent.) of the Market Value as at 6 March 2014 relates to the main Merry Hill shopping centre, which accounts for £20,240,918 (89.7 per cent.) of the net annual rent.

195 Market Capital Net Annual Value as at Property Description Age and Tenure Terms of Existing Tenancies Rent 6 March 2014 (£) (£) The Sprucefield The property is located in The property is fully let to DSG £4,121,970 £68,400,000(2) Centre, Sprucefield, Northern Ireland Retail Ltd, B&Q Plc, Argos Ltd, Hillsborough between junctions 7 and 8 of the Next Group Plc and Sainsbury’s Road, Lisburn, M1 motorway. This interchange Supermarkets Ltd and with lease Northern Ireland links the M1 (the main motorway expiries occurring between 2018 BT2 5UJ link between Belfast and the west and 2028. of Northern Ireland) with the A1 (the main dual carriageway/ motorway link between Belfast and Dublin). The property comprises a linear parade construction anchored by B&Q and Sainsbury together with a Sainsbury petrol filling station on a site which extends to 18 hectares (44.48 acres) to include phase 2 earmarked for retail development. The property was constructed in 2003 providing 21,475 sq m (231,166 sq. ft.) of retail warehouse accommodation. FREEHOLD The Company will own a 100 per cent. interest in the property as part of the acquisition.

(2) £66,350,000 (97.0 per cent.) of the Market Value as at 6 March 2014 relates to the retail warehouse units and £2,050,000 (3.0 per cent.) of the Market Value as at 6 March 2014 relates to the phase 2 site.

196 PART IX TAXATION UK TAXATION 1 General The following statements do not constitute tax advice and are intended as a general guide only to the UK tax position under current UK legislation and published HM Revenue & Customs (‘‘HMRC’’) practice as at the date of this document, both of which are subject to change at any time, possibly with retrospective effect. These statements deal only with the position of Shareholders who are resident (and, in the case of individuals only, domiciled) solely in the UK for tax purposes (except where the position of a non-UK tax resident Shareholder is expressly referred to) and who hold their New Shares and Existing Shares as an investment and who are the absolute beneficial owners of their New Shares and Existing Shares and of all dividends of any kind paid in respect of them. The statements do not address all possible tax consequences relating to an investment in New Shares. The statements are not addressed to: (i) special classes of Shareholders such as, for example, dealers in securities, broker-dealers, insurance companies and collective investment schemes; (ii) Shareholders who hold their New Shares or Existing Shares as part of hedging or conversion transactions; (iii) Shareholders who have (or are deemed to have) acquired their New Shares or Existing Shares by virtue of an office or employment or who are officers or employees; or (iv) Shareholders who hold their New Shares or Existing Shares in connection with a trade, profession or vocation carried on in the UK (whether through a branch or agency or, in the case of a corporate Shareholder, through a permanent establishment or otherwise). Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult their own professional advisers immediately.

2 Taxation of chargeable gains 2.1 New Shares acquired pursuant to the Rights Issue For the purposes of United Kingdom taxation of capital gains, the issue of the New Shares should be regarded as a reorganisation of the share capital of the Company. Accordingly, you should not be treated as making a disposal of all or part of your holding of Existing Shares by reason of taking up all or part of your Rights to New Shares. No liability to UK tax on capital gains in respect of the New Shares should arise if you take up your entitlement to New Shares in full. Your Existing Shares and New Shares should be treated as the same asset acquired at the time you acquired your Existing Shares. The subscription monies for your New Shares should be added to the base cost of your existing holding(s). In the case of a corporate shareholder, indexation allowance will apply to the amount paid for the New Shares only from the date the monies for the New Shares are paid or liable to be paid. If you sell all or some of the New Shares allotted to you, or your Rights to subscribe for them, or if you allow or are deemed to have allowed your Rights to lapse and receive a cash payment in respect of them, you may, depending on your circumstances, incur a liability to UK tax on any capital gain realised. If you dispose of all or part of your Rights to subscribe for New Shares or allow or are deemed to allow them to lapse in return for a cash payment and the proceeds resulting from the disposal or lapse of Rights are ‘‘small’’ as compared to the value of the Existing Shares in respect of which the Rights arose, you may be treated as making no disposal for the purpose of tax on capital gains. No liability to UK tax on capital gains will then arise as a result of the disposal or lapse of the Rights, but the proceeds will be deducted from the allowable expenditure in respect of your holding of Existing Shares for the purpose of UK taxation of chargeable gains. HMRC interprets ‘‘small’’ as 5 per cent. or less of the value of the Existing Shares in respect of which the Rights arose or £3,000, regardless of whether or not it would pass the 5 per cent. test. The treatment will not apply where such proceeds are greater than the allowable expenditure in respect of the relevant Existing Shares for the purpose of UK taxation of chargeable gains.

3 Taxation of Dividends Shareholders who are not resident for tax purposes in the UK should obtain their own tax advice concerning tax liabilities on any dividends received from the Company. They may also be subject to foreign taxation on dividend income under local law.

197 This section considers the UK taxation implications of receiving cash dividends on New Shares, but the Company may also offer a scrip dividend alternative to cash dividends. The UK taxation implications of the scrip dividend scheme are covered in a scrip dividend scheme booklet, which is available on the Company’s website.

3.1 Property Income Distributions The Company may distribute dividends to Shareholders either in the form of a PID (where the distribution represents a distribution of profits from the Company’s property rental business) or as an ordinary dividend (where the dividend represents a distribution of profits of activities other than its tax-exempt business) (‘‘Non-PID Dividend’’). One of the requirements of the REIT regime is that the principal company of a group REIT (being here the Company) must, in respect of each accounting period, distribute to Shareholders at least 90 per cent. of the UK profits (as defined in Section 530(2) of the Corporation Tax Act 2010) from the group’s property rental business in the form of PIDs. Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are UK tax resident as profits from a UK property rental business, whereas a Non-PID Dividend will be treated as dividend income. Where a Shareholder who is tax resident outside the UK receives a PID, the PID will generally be chargeable to UK income tax as profit of a UK property business and this tax will generally be collected by way of a withholding (see paragraph below). A Non-PID Dividend will be treated as dividend income, and so will generally not be subject to UK tax for Shareholders who are tax resident outside the UK.

Withholding tax on PIDs Subject to certain exemptions summarised below, the Company will generally be required to withhold tax at source at the basic rate (currently 20 per cent.) from its PIDs. Where tax has been withheld at source, Shareholders who are tax resident in the UK may, depending on their individual circumstances, either be liable to further UK tax on their PID at their applicable marginal rate (in which case, the tax withheld will be set against such Shareholder’s overall liability to tax), have no further UK tax to pay, or be entitled to claim repayment of some or all of the tax withheld on their PID. For Shareholders who are not tax resident in the UK, it is not possible for such a Shareholder to make a claim under a double taxation treaty for a PID to be paid by the Company gross or at a withholding tax rate lower than the basic rate of UK income tax (currently 20 per cent.). The right of a Shareholder to claim repayment of any part of the tax withheld from a PID will depend on the existence and terms of any double tax convention between the UK and the country in which the Shareholder is resident. The relevant article of the double tax convention will generally be that dealing with company dividends, notwithstanding the way in which the UK treats PIDs for UK tax purposes.

Exceptions to requirement to withhold tax on PIDs Shareholders should note that in certain circumstances the Company must not withhold UK tax at source from a PID. These include where the Company reasonably believes that the person beneficially entitled to the PID is a company resident for corporation tax purposes in the UK or a charity. They also include where the Company reasonably believes that the PID is paid to the scheme administrator of a registered pension scheme, the sub-scheme administrator of certain pension sub-schemes, the account manager of an Individual Savings Account (ISA), or the account provider for a Child Trust Fund, in each case, provided the Company reasonably believes that the PID will be applied for the purposes of the relevant fund, scheme or account. In order to pay a PID without UK withholding tax, the Company will need to be satisfied, in its sole and absolute discretion, that the Shareholder concerned is entitled to that treatment. For that purpose, the Company will require such Shareholder to submit a valid declaration form to the Company’s UK Registrar. Shareholders should note that the Company may seek recovery from Shareholders if the statements made in their declaration form are incorrect and the Company suffers tax as a result. The Company will, in some circumstances, suffer tax if its reasonable belief as to the status of the Shareholder turns out to have been mistaken.

198 3.2 Non-PID Dividends Non-PID Dividends received by UK tax resident Shareholders will be taxed in the same manner as if they were distributions by a UK tax- resident company that is not within the REIT regime. Accordingly, the Company will not be required to withhold tax at source when paying a Non-PID Dividend. A UK tax resident individual Shareholder who receives a Non-PID Dividend from the Company will be entitled to a tax credit which may be set off against the Shareholder’s total UK income tax liability on the Non-PID Dividend. The tax credit will be equal to 10 per cent. of the aggregate of the Non-PID Dividend and the tax credit (the ‘‘gross dividend’’), which is also equal to one-ninth of the cash Non-PID Dividend received. Such an individual UK tax resident Shareholder who is liable to UK income tax at a rate not exceeding the basic rate will be subject to tax on the Non-PID Dividend at the rate of 10 per cent. of the gross dividend, so that the tax credit will satisfy in full such Shareholder’s liability to income tax on the Non-PID Dividend. In the case of an individual UK tax resident Shareholder who is liable to UK income tax at the higher rate, the tax credit will be set against but not fully match the Shareholder’s UK tax liability on the gross dividend. Consequently, such Shareholder will have to account for additional UK income tax currently equal to 22.5 per cent. of the gross dividend (which is also currently equal to 25 per cent. of the cash Non-PID Dividend received) to the extent that the gross dividend, when treated as the top slice of the Shareholder’s income, falls above the threshold for higher rate UK income tax. In the case of such an individual Shareholder who is subject to UK income tax at the additional rate, the tax credit will also be set against but not fully match the Shareholder’s liability on the gross dividend and such Shareholder will have to account for additional UK income tax equal to 27.5 per cent. of the gross dividend (which is also equal to approximately 30.6 per cent. of the cash Non-PID Dividend received) to the extent that the gross dividend when treated as the top slice of the Shareholder’s income falls above the threshold for additional rate of UK income tax. A UK tax resident individual Shareholder who is not liable to income tax in respect of the gross dividend and other UK tax resident taxpayers who are not liable to UK tax on Non-PID Dividends, including pension funds and charities, will not be entitled to claim repayment of the tax credit attaching to Non-PID Dividends paid by the Company. Shareholders who are within the charge to UK corporation tax will be subject to UK corporation tax on Non-PID Dividends paid by the Company, unless (subject to special rules for such Shareholders that are small companies) the Non-PID Dividends fall within an exempt class and certain other conditions are met. It is expected that the Non-PID Dividends paid by the Company would generally be exempt for such Shareholders. Such Shareholders will not be able to claim repayment of tax credits attaching to Non-PID Dividends. Non-UK resident Shareholders will not generally be able to claim repayment from HMRC of any part of the tax credit attaching to Non-PID Dividends paid by the Company.

4 Stamp duty and SDRT 4.1 Issue of Rights Subject to the following sections, no stamp duty or SDRT will generally be payable on the issue of Provisional Allotment Letters or split Provisional Allotment Letters (provided they are renounceable within six months of issue) or Forms of Instruction in respect of the New Shares or on the issue of definitive share certificates or the crediting of Nil Paid Rights to accounts in CREST or the crediting of Letters of Allocation to accounts in Strate.

4.2 Dealings in Nil Paid Rights and Fully Paid Rights The purchaser of Rights to New Shares represented by Provisional Allotment Letters or split Provisional Allotment Letters (whether nil paid or fully paid but provided its life does not exceed six months) or Nil Paid Rights or Fully Paid Rights held in CREST on or before the latest time for registration or renunciation will not generally be liable to pay stamp duty, but the purchaser will normally be liable to pay SDRT at the rate of 0.5 per cent. of the amount or value of the actual consideration paid. The purchaser of Rights to New Shares represented by a Form of Instruction or of Nil Paid Rights held in Strate on or before the latest time for dealing with such Rights will not generally be liable to stamp duty. The SDRT position of such a purchase is unclear. Given that, in practice, HMRC accept that a purchase of the New Shares represented by the Forms of Instruction or by the Nil Paid Rights held in Strate will (once

199 they are issued) be exempt from SDRT (see paragraph 4.3 below) it is possible that the same practice will be applied to a purchase of Rights to New Shares represented by a Form of Instruction or to a purchase of Nil Paid Rights held in Strate. However, it is also possible that HMRC might consider the purchaser to be liable to pay SDRT at the rate of 0.5 per cent. of the actual consideration paid. Where such a purchase is effected through a stockbroker or other financial intermediary, that person will normally account for the liability to SDRT and will indicate that this has been done in any contract note issued to a purchaser. In other cases, the purchaser of the Rights as represented by a Provisional Allotment Letter, a split Provisional Allotment Letter, Form of Instruction or as held in Strate is liable to pay the SDRT and must account for it to HMRC. In the case of transfers of Rights within CREST, any SDRT due should be collected through CREST in accordance with the CREST rules.

4.3 New Shares registered on the UK Register of the Company No stamp duty or stamp duty reserve tax (‘‘SDRT’’) will be payable on the issue of Provisional Allotment Letters. Accordingly where shares represented by such documents are registered in the name of the original subscriber, no liability to stamp duty or SDRT will arise. The purchase of rights to New Shares represented by Provisional Allotment Letters or credited in CREST (whether nil paid or fully paid) on or before the latest time for registration or renunciation will not generally be liable to stamp duty, but the purchaser will normally be liable to pay SDRT at the rate of 0.5 per cent. of the actual consideration paid. Where such a purchase is effected through a stockbroker or other financial intermediary that person will normally account for the liability of SDRT and will indicate that this has been done in any contract note issued to a purchaser. In other cases, the purchaser of the rights to the New Shares represented by the Provisional Allotment Letter is liable to pay the SDRT and must account for it to HMRC. No stamp duty or SDRT will be payable on the registration of Provisional Allotment Letters, whether by the original holders or their renouncees. Any subsequent dealings in New Shares will be subject to stamp duty or SDRT in the normal way. An agreement to transfer shares in the Company will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. SDRT is, in general, payable by the purchaser. Transfers of shares in the Company will generally be subject to stamp duty at the rate of 0.5 per cent. of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty. If a duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT paid is generally repayable, normally with interest, and otherwise the SDRT charge is cancelled. Paperless transfers of shares in the Company within the CREST system are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of shares into CREST will not generally be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration. Following the ECJ decision in C-569/07 HSBC Holdings Plc, Vidacos Nominees Limited v The Commissioners of Her Majesty’s Revenue & Customs and the First-tier Tax Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v The Commissioners of Her Majesty’s Revenue & Customs HMRC has confirmed that 1.5 per cent. SDRT is no longer payable when new shares are issued to a clearance service or depositary receipt system. Where shares in the Company are transferred (a) to, or to a nominee or an agent for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration given or, in certain circumstances, the value of the shares. There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer will arise on any transfer of shares in the Company into such an account and on subsequent agreements to transfer such shares within such account. Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service, which does arise will strictly be accountable by the

200 clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt system.

4.4 New Shares registered on the SA Register UK stamp duty will not be payable on a transfer or sale of New Shares registered on the Company’s SA Register, provided the transfer is executed outside the UK (although South African securities transfer tax will be relevant—see paragraph 4 of ‘‘South African Taxation’’ below). An agreement to transfer New Shares held within the Strate system and registered on the Company’s SA Register should not give rise to a charge to SDRT (other than an agreement to transfer to a provider of clearance services or issuer of depository receipts as described above). The Company understands that formal confirmation has been obtained from HMRC by the Strate system for electronic transfers of shares listed on the JSE, Johannesburg to the effect that: 4.4.1 issues or transfers of shares in UK companies which are registered on a South African branch register into the Strate system will not be subject to UK stamp duty or SDRT at the higher rate of 1.5 per cent.; and 4.4.2 transfers of such shares within the Strate system should not be subject to UK stamp duty or SDRT.

5 Inheritance tax UK inheritance tax may be chargeable (subject to certain exemptions and reliefs) on the death of, or in certain circumstances on a gift by, the owner of New Shares where the owner is an individual even if the holder is neither domiciled in the United Kingdom nor deemed to be domiciled there (under certain rules relating to long residence or previous domicile). Generally, UK inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to the death of the donor. For UK inheritance tax purposes, a transfer of assets at less than the full market value may be treated as a gift and particular rules apply where the donor reserves or retains some benefit. New Shares held by the trustees of a settlement may also be subject to UK inheritance tax. Special rules apply to such settlements and such trustees should consult an appropriate professional adviser in this instance. They should also seek professional advice in a situation where there is potential for a double charge to UK inheritance tax and an equivalent tax in another country.

SOUTH AFRICAN TAXATION 1 General The statements set out below are intended only as a general and non-exhaustive guide to current South African tax law and practice and apply only to certain categories of persons. The summary does not purport to be a complete analysis or listing of all the potential tax consequences of holding New Shares. Prospective acquirers of New Shares are advised to consult their own professional tax advisers concerning the consequences of the acquisition, ownership and disposition of New Shares. This summary is based upon current South African law and South African Revenue Service published practice, as at the date of this document, each of which may be subject to change, possibly with retroactive effect. Unless specified otherwise, the statements apply only to holders of New Shares who are resident solely in South Africa for tax purposes (‘‘South African Tax Resident Shareholders’’), who hold the New Shares as an investment and who are the absolute beneficial owners of the New Shares and any dividends paid in respect of them. The statements are not addressed to (i) special classes of Shareholders such as, for example, dealers in securities, broker-dealers, insurance companies and collective investments schemes; (ii) Shareholders who hold New Shares as part of hedging or conversion transactions; (iii) Shareholders who have (or are deemed to have) acquired their New Shares by virtue of an office or employment; or (iv) Shareholders who, directly or indirectly, together with ‘connected persons’ control 10 per cent. or more of the voting power of the Company. Shareholders who are in any doubt about their taxation position and Shareholders who are not resident for tax purposes in South Africa should consult their own professional tax advisers.

201 2 Taxation of dividends This section considers the South African taxation implications of receiving cash dividends on New Shares, but the Company may also offer a scrip dividend alternative to cash dividends. The South African taxation implications of the scrip dividend scheme are covered in a scrip dividend scheme booklet, which is available on the Company’s website.

2.1 Property Income Distributions It is not possible for a South African Tax Resident Shareholder to make a claim under a double taxation treaty for a PID to be paid by the Company gross or at a withholding tax rate lower than the basic rate of UK income tax (currently 20 per cent.). Accordingly, except when a corporate South African Tax Resident Shareholder has a permanent establishment in the UK in connection with which the shares are held, PIDs paid to South African Tax Resident Shareholders will be subject to withholding tax at the full basic rate. However, South African Tax Resident Shareholders may be entitled, on application, to a refund from HMRC (under the provisions of the UK/South African double tax treaty) of the tax withheld to the extent that it exceeds the treaty rate of 15 per cent. South African Tax Resident Shareholders should note that it will be their responsibility to file their own application for repayment with HMRC in respect of PIDs received net of UK withholding tax in this way and there may be some delay in receiving the refund from HMRC. If the UK/South African double tax treaty is applicable, the relevant article will be that dealing with company dividends, notwithstanding the way in which the UK treats PIDs for UK tax purposes. As the Company is a foreign company for South African tax purposes, the tax treatment of PIDs is dependent on whether the payment is a foreign dividend for South African tax purposes. A foreign dividend is broadly any cash amount payable by a foreign company where such amount is treated as a dividend payment by the company under the income tax laws of the country where the company is tax resident. The payment of cash PIDs will be treated, from the perspective of the Company, for UK tax purposes as the payment of dividends by the Company, and so they should be regarded as foreign dividends for South African tax purposes. PIDs would therefore be treated in the hands of South African Tax Resident Shareholders as exempt from income tax as being a foreign dividend from a share listed on the JSE. For South African resident individuals and trusts, PIDs will be subject to dividend tax in South Africa, but there will not be any additional tax withheld as a result of UK withholding tax already having been borne. South African resident companies are exempt from dividend tax.

2.2 Non-PID Dividends Non-PID Dividends received by South African Tax Resident Shareholders on New Shares constitute foreign dividends under South African tax law and are exempt from South African normal income tax on the basis that the Company is listed on the London Stock Exchange and the Johannesburg Stock Exchange. The exemption from South African tax applies despite the fact that the UK may not levy withholding tax on Non-PIDs payable to South African Tax Resident Shareholders. The Non-PID Dividends will, however, be subject to dividend tax in South Africa at the withholding rate of 15 per cent. for South African resident individuals and trusts. South African resident companies are, however, exempt from dividend tax.

3 South African taxation on capital gains South Africa will tax capital gains arising on New Shares sold by South African Tax Resident Shareholders. Tax is payable on the excess of the net proceeds realised on the sale of New Shares (or market value if sold to a ‘connected person’) over the cost of acquiring such shares. Where the net proceeds realised are less than the cost of the New Shares sold, a capital loss will be available to reduce other capital gains realised by the taxpayer in the year of assessment in which the sale takes place (unless the disposal was to a ‘connected person’). Any remaining loss may be carried forward and set off against capital gains in subsequent years of assessment. In the case of individual taxpayers 33.3 per cent. of the capital gain is liable to income tax at the person’s maximum marginal tax rate, which cannot exceed 40 per cent., with the result that capital gains are generally taxed at an effective rate of 13.3 per cent. Natural persons are entitled to an annual exclusion of R30,000 for the tax year ending on or after 28 February 2013. The net capital gain or loss realised in the year of assessment is reduced by this exclusion, prior to the 33.3 per cent.

202 of the capital gain being included in taxable income. In the case of taxpayers other than natural persons, 66.6 per cent. of the capital gain will attract income tax at the taxpayer’s applicable tax rate, currently 28 per cent. for South African companies, and companies therefore pay tax on capital gains at the effective rate of 18.67 per cent. South African Tax Resident Shareholders disposing of all or part of their rights to subscribe for New Shares may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds received from the sale of these Rights (or Letters of Allocation) on the assumption that the Shares are held as an investment, rather than for speculative or trading purposes. South African Tax Resident Shareholders who do not hold their Shares as an investment should contact a professional tax adviser. South African Tax Resident Shareholders who allow their rights to subscribe for New Shares to lapse and who receive a cash payment from the proceeds resulting from the lapse of rights could be subject to capital gains tax on such proceeds received as being proceeds for forfeiting the rights to subscribe for New Shares.

4 South African securities transfer tax in respect of New Shares in the Company It is noted that the wording of the Securities Transfer Tax Act is wide enough to arguably include transfers of securities of the Company on the UK Register. However, from a practical perspective the view is usually taken in the case of dual-listed companies that the tax only applies to the transfer of shares on the SA Register. With regards to the New Shares registered on the SA Register, the transfer of such New Shares by a South African Tax Resident Shareholder to any other person will attract South African securities transfer tax. This is payable by various persons depending on how the transaction is effected, but is always ultimately recoverable from the purchaser. The tax is payable at the rate of 0.25 per cent., usually of the greater of the consideration paid for those New Shares or their market value.

Donations Tax Where a South African Tax Resident Shareholder donates or transfers New Shares at less than full market value, donations tax at the rate of 20 per cent. will generally be payable on the market value of the New Shares. Where the South African Tax Resident Shareholder acquired the New Shares in the Company before becoming tax resident in South Africa for the first time, a donation of shares by the South African Tax Resident Shareholder would not be subject to donations tax. There is an annual exemption from donations tax of R100,000 per annum available to natural persons.

5 Estate duty South African estate duty may be chargeable on the death of the owner of New Shares where the owner is an individual that is ordinarily tax resident in South Africa at the time of his or her death. Where the South African Tax Resident Shareholder acquired the New Shares in the Company before becoming tax resident in South Africa for the first time, the shares will not constitute part of his/her estate liable to South African estate duty. The dutiable amount of an estate is to be determined by deducting from the net value of the estate an amount of R3.5 million.

UNITED STATES TAXATION CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK

203 ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER. ***** The following is a summary of certain US federal income tax consequences of the receipt, exercise and disposition of Rights pursuant to the Rights Issue, as well as the acquisition, ownership and disposition of New Shares by a US Holder (as defined below). This summary deals only with US Holders that receive Rights in the Rights Issue and will hold Rights and New Shares as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the receipt, exercise or disposition of Rights or the acquisition, ownership or disposition of New Shares by particular investors, and does not address state, local, foreign or other tax laws. This summary also does not address tax considerations applicable to investors that own (directly or indirectly) 10 per cent. or more of the voting stock of the Company, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, investors liable for the alternative minimum tax or net investment income tax, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, investors that will hold Rights or the New Shares as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes or investors whose functional currency is not the US dollar). As used herein, the term ‘‘US Holder’’ means a beneficial owner of Rights or New Shares that is, for US federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or organised under the laws of the United States or any State thereof, (iii) an estate the income of which is subject to US federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes. The US federal income tax treatment of a partner in an entity treated as a partnership for US federal income tax purposes that holds Rights or New Shares will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are entities treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to their partners of the receipt, exercise and disposition of Rights and the acquisition, ownership and disposition of New Shares by the partnership. There is a significant risk that the Company is a passive foreign investment company (a ‘‘PFIC’’) for US federal income tax purposes. If the Company is treated as a PFIC, its status as a PFIC will subject US Holders that receive Rights in the Rights Issue and US Holders that will hold New Shares to adverse US federal income tax consequences. See ‘‘Passive Foreign Investment Company Considerations’’ below. The summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and the United Kingdom (the ‘‘Treaty’’) all as of the date hereof and all subject to change at any time, possibly with retroactive effect. THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF RECEIVING, EXERCISING AND DISPOSING OF RIGHTS AND ACQUIRING, OWNING AND DISPOSING OF THE NEW SHARES, INCLUDING THEIR ELIGIBILITY FOR THE BENEFITS OF THE TREATY AND THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

1 Taxation in respect of Rights 1.1 Receipt of Nil Paid Rights The tax consequences of the receipt of Nil Paid Rights by a US Holder are not free from doubt. In particular, it is not clear whether the procurement of subscribers for the New Shares by the Underwriters, and the remittance of the proceeds from the sale of New Shares to certain holders whose Nil Paid Rights

204 were not taken up, should be treated, for US federal income tax purposes, as a distribution of such proceeds by the Company, or as a distribution of Nil Paid Rights by the Company and a subsequent sale of those Nil Paid Rights by the relevant holders. If the sale and distribution were considered to be made by the Company, then the receipt of Nil Paid Rights would be taxable to US Holders as a dividend to the extent of the Company’s current or accumulated earnings and profits, as described below under ‘‘Taxation in Respect of New Shares—Dividends—General’’. However, based on the particular facts relating to the Nil Paid Rights and the procurement of subscribers for the New Shares by the Underwriters, and to the extent it is required to do so, the Company intends to take the position that a US Holder is not required to include any amount in income for US federal income tax purposes as a result of the receipt of Nil Paid Rights. It is possible that the US Internal Revenue Service will take a contrary view and require a US Holder to include in income the fair market value of the Nil Paid Rights on the date of their distribution. The remainder of this discussion assumes that the receipt of Nil Paid Rights will not be a taxable event for US federal income tax purposes. If, on the date of receipt, the fair market value of Nil Paid Rights is less than 15 per cent. of the fair market value of the Existing Shares with respect to which Nil Paid Rights are received, Nil Paid Rights will be allocated a zero tax basis unless the US Holder affirmatively elects to allocate tax basis in the US Holder’s Existing Shares between such Existing Shares and Nil Paid Rights in proportion to their relative fair market values determined on the date of receipt. This election must be made in the US Holder’s timely filed US federal income tax return for the taxable year in which Nil Paid Rights are received, in respect of all Nil Paid Rights received by the US Holder, and is irrevocable. If, on the date of receipt, the fair market value of Nil Paid Rights is 15 per cent. or more of the fair market value of the Existing Shares with respect to which Nil Paid Rights are received, then, except as discussed below under ‘‘Expiration of Rights’’, the basis in the US Holder’s Existing Shares must be allocated between the Existing Shares and Nil Paid Rights received in proportion to their relative fair market values determined on the date of receipt.

1.2 Sale or Other Disposition of Rights Subject to the PFIC rules discussed below, upon a sale or other disposition of Rights, a US Holder will generally recognise capital gain or loss equal to the difference, if any, between the US dollar value of the amount realised (as determined on the date of the sale or other disposition) and the US Holder’s adjusted tax basis in the Rights. Any gain or loss will generally be US source, and will be long-term capital gain or loss if the US Holder’s holding period in the Rights exceeds one year. A US Holder’s holding period in Nil Paid Rights will include the holding period in the Existing Shares with respect to which the Rights were distributed. However, subject to the PFIC rules discussed below a US Holder’s holding period in Fully Paid Rights will not include the holding period in the Existing Shares with respect to which the Rights were distributed.

1.3 Expiration of Nil Paid Rights If a US Holder allows the Nil Paid Rights it receives to expire without selling or exercising them and does not receive any proceeds, the holder will not recognise any loss upon the expiration of the Nil Paid Rights, and the holder will not be entitled to allocate any basis to the Nil Paid Rights.

1.4 Exercise of Nil Paid Rights A US Holder will not recognise taxable income due to the receipt of Fully Paid Rights pursuant to the exercise of Nil Paid Rights or due to the receipt of New Shares acquired through Fully Paid Rights. A US Holder’s basis in the Fully Paid Rights and subsequently the New Shares will generally equal the sum of the US dollar value of the exercise price determined at the spot rate on the date of exercise and the US Holder’s basis, if any, in the Nil Paid Rights exercised. Subject to the PFIC rules discussed below, a US Holder’s holding period in each New Share acquired through the exercise of a Nil Paid Right will begin with and include the date of exercise.

205 2 Taxation in Respect of New Shares 2.1 Dividends 2.1.1 General Subject to the PFIC rules discussed below, distributions paid by the Company out of current or accumulated earnings and profits (as determined for US federal income tax purposes) before reduction for any UK withholding taxes paid by the Company with respect thereto will generally be taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the New Shares and thereafter as capital gain. However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should therefore assume that any distribution by the Company with respect to New Shares will constitute ordinary dividend income. US Holders should consult their own tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from the Company. Dividends paid by the Company will generally be taxable to a non-corporate US Holder at the special reduced rate normally applicable to long-term capital gains, provided the Company qualifies for the benefits of the Treaty which the Company believes to be the case. A US Holder of New Shares will be eligible for this reduced rate only if it has held the New Shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. A US Holder will not be able to claim the reduced rate for any year if the Company is treated as a PFIC for that year or the preceding year. See ‘‘Passive Foreign Investment Company Considerations’’ below.

2.1.2 Effect of UK Withholding Taxes As discussed in paragraph 3 of ‘‘UK Taxation’’ above, under current law payments of certain dividends (PIDs) by the Company to foreign investors are subject to a 20 per cent. UK withholding tax. The rate of tax applicable to US Holders that are eligible for benefits under the Treaty is reduced to a maximum of 15 per cent. in certain circumstances. For US federal income tax purposes, US Holders will be treated as having received the amount of UK taxes withheld by the Company, and as then having paid over the withheld taxes to the UK taxing authorities. As a result of this rule, the amount of dividend income included in gross income for US federal income tax purposes by a US Holder with respect to a payment of dividends may be greater than the amount of cash actually received (or receivable) by the US Holder from the Company with respect to the payment. A US Holder will generally be entitled, subject to certain limitations, to a credit against its US federal income tax liability, or a deduction in computing its US federal taxable income, for UK income taxes withheld by the Company. If dividends paid by the Company qualify for the 15 per cent. rate under the Treaty, US Holders that are eligible for that reduced rate under the Treaty will not be entitled to a foreign tax credit for the amount of any UK taxes withheld in excess of this maximum rate, and with respect to which the holder can obtain a refund from the UK taxing authorities. For purposes of the foreign tax credit limitation, foreign source income is classified in one of two ‘‘baskets’’, and the credit for foreign taxes on income in any basket is limited to US federal income tax allocable to that income. Dividends paid by the Company will generally constitute foreign source income in the ‘‘passive income’’ basket. If a US Holder receives a dividend from the Company that qualifies for the reduced rate described above under ‘‘Dividends—General’’, the amount of the dividend taken into account in calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. In certain circumstances, a US Holder may be unable to claim foreign tax credits (and may instead be allowed deductions) for foreign taxes imposed on a dividend if the US Holder has not held the New Shares for at least 16 days in the 31-day period beginning 15 days before the ex dividend date. US Holders that are accrual basis taxpayers, and who do not otherwise elect, must translate UK taxes into US dollars at a rate equal to the average exchange rate for the taxable year in which the taxes accrue, while all US Holders must translate taxable dividend income into US dollars at the spot rate on the date received. This difference in exchange rates may reduce the US dollar value of the credits for UK taxes relative to the US Holder’s US federal income tax liability attributable to a dividend.

206 However, cash basis and electing accrual basis US Holders may translate UK taxes into US dollars using the exchange rate in effect on the day the taxes were paid. Any such election by an accrual basis US Holder will apply for the taxable year in which it is made and all subsequent taxable years, unless revoked with the consent of the IRS. Prospective purchasers should consult their tax advisers concerning the foreign tax credit implications of the payment of UK taxes and of receiving a dividend from the Company that is eligible for the special reduced rate described above under ‘‘Dividends—General’’.

2.1.3 Foreign Currency Dividends Dividends paid in foreign currency will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless of whether the foreign currency is converted into US dollars at that time. If dividends received in foreign currency are converted into US dollars on the day they are received the US Holder will generally not be required to recognise foreign currency gain or loss in respect of the dividend income.

2.2 Sale or other Disposition Subject to the PFIC rules discussed below, upon a sale or other disposition of New Shares, a US Holder will generally recognise capital gain or loss for US federal income tax purposes equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder’s adjusted tax basis in the New Shares. This capital gain or loss will be long-term capital gain or loss if the US Holder’s holding period in the New Shares exceeds one year. However, regardless of a US Holder’s actual holding period, any loss may be long-term capital loss to the extent the US Holder receives a dividend with respect to Ordinary Shares that qualifies for the reduced rate described above under ‘‘Dividends’’, and exceeds 10 per cent. of the US Holder’s adjusted basis in its New Shares. See ‘‘Passive Foreign Investment Company Considerations’’ below for a discussion of more adverse rules that will apply to a sale or other disposition of New Shares if the Company is or becomes a PFIC for US federal income tax purposes.

2.3 Disposition of Foreign Currency Foreign currency received on the sale or other disposition of Rights or New Shares will have a tax basis equal to its US dollar value on the settlement date. Foreign currency that is purchased will generally have a tax basis equal to the US dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including its use to purchase New Shares or upon exchange for US dollars) will be US source ordinary income or loss.

3 Passive Foreign Investment Company Considerations A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable ‘‘look-through rules,’’ either (i) at least 75 per cent. of its gross income is ‘‘passive income’’ or (ii) at least 50 per cent. of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. Rental income is generally considered passive income, although a special rule allows a lessor of real estate to treat rental income as non-passive to the extent that the lessor, through its own officers or staff of employees, regularly performs active and substantial management functions. Because the Company holds rental properties in subsidiaries that are separate from the subsidiaries through which it conducts its property management activities, there is a significant risk that the Company may not qualify under this rule. It is therefore possible that the Company may be a PFIC in any year. If the Company is a PFIC in any year during which a US Holder owns Rights or New Shares, and the US Holder has not made a mark to market or qualified electing fund (‘‘QEF’’) election (each as described below), the US Holder will generally be subject to special rules (regardless of whether the Company continues to be a PFIC) with respect to (i) any ‘‘excess distribution’’ (generally any distributions received by the US Holder on the New Shares in a taxable year that are greater than 125 per cent. of the average annual distributions received by the US Holder in the three preceding taxable years or, if shorter, the US Holder’s holding period for the New Shares; and (ii) any gain realised on the sale or other disposition of Rights or New Shares.

207 Under these rules (i) the excess distribution or gain will be allocated rateably over the US Holder’s holding period; (ii) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the Company was a PFIC will be taxed as ordinary income; and (iii) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. If the Company is a PFIC, a US Holder will generally be subject to similar rules with respect to distributions to the Company by, and dispositions by the Company of the shares of, any of the Company’s direct or indirect subsidiaries that are also PFICs. Additionally, dividends paid by the Company would not be eligible for the special reduced rate of tax described above under ‘‘Dividends—General’’. US Holders can avoid the interest charge with respect to excess distributions on the New Shares and gain realised on the sale or other disposition of New Shares by making a mark to market election with respect to the New Shares, provided that the New Shares are ‘‘marketable’’. New Shares will be marketable if they are regularly traded on certain US stock exchanges, or on a foreign stock exchange if (i) the foreign exchange is regulated or supervised by a governmental authority of the country in which the exchange is located; (ii) the foreign exchange has trading volume, listing, financial disclosure, surveillance and other requirements designed to prevent fraudulent and manipulative acts and practices, remove impediments to, and perfect the mechanism of, a free and open, fair and orderly, market, and to protect investors; (iii) the laws of the country in which the exchange is located and the rules of the exchange ensure that these requirements are actually enforced; and (iv) the rules of the exchange ensure active trading of listed stocks. It is expected that the London Stock Exchange will satisfy these requirements. For purposes of this election, the New Shares will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. US Holders should consult their tax advisers concerning the availability and consequences of making a mark to market election with respect to the Shares. A US Holder that makes a mark to market election must include in ordinary income for each year an amount equal to the excess, if any, of the fair market value of the New Shares at the close of the taxable year over the US Holder’s adjusted basis in the New Shares. An electing holder may also claim an ordinary loss deduction for the excess, if any, of the US Holder’s adjusted basis in the New Shares over the fair market value of the New Shares at the close of the taxable year, but this deduction is allowable only to the extent of any net mark to market gains for prior years. Gains from an actual sale or other disposition of the New Shares will be treated as ordinary income, and any losses incurred on a sale or other disposition of the New Shares will be treated as an ordinary loss to the extent of any net mark to market gains for prior years. Once made, the election cannot be revoked without the consent of the IRS unless the New Shares cease to be marketable. If the Company is a PFIC for any year in which the US Holder owns the New Shares but before a mark to market election is made, the interest charge rules described above will apply to any mark to market gain recognised in the year the election is made. In some cases a Shareholder of a PFIC can avoid the interest charge and the other adverse PFIC consequences described above by making a QEF election to be taxed currently on its share of the PFIC’s undistributed income. The Company does not, however, expect to provide US Holders with the information regarding this income that would be necessary for a US Holder to make a QEF election with respect to its New Shares. A US Holder who owns, or who is treated as owning, PFIC stock during any taxable year in which the Company is classified as a PFIC may be required to file IRS Form 8621. Prospective purchasers should consult their tax advisers regarding the requirement to file IRS Form 8621 and the potential application of the PFIC regime.

4 Backup Withholding and Information Reporting Payments of dividends and other proceeds with respect to Rights or New Shares by a US paying agent or other US intermediary will be reported to the IRS and to the US Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Certain US Holders are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

208 5 Foreign Financial Asset Reporting US taxpayers that own certain foreign financial assets, including equity of foreign entities, with an aggregate value in excess of US$50,000 at the end of the taxable year or US$75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an information report with respect to such assets with their tax returns. The Rights and New Shares are expected to constitute foreign financial assets subject to these requirements unless the Rights and New Shares are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). US Holders should consult their tax advisers regarding the application of the rules relating to foreign financial asset reporting.

6 Transfer Reporting Requirements A US Holder who exercises their Rights may be required to file Form 926 (or similar form) with the IRS if the amount transferred to the Company in connection with such exercise, when aggregated with all transfers of cash or other property made by the US Holder (or any related person) to the Company within the preceding 12 month period, exceeds US$100,000 (or its equivalent). In certain circumstances, a US Holder that receives cash from the Underwriters may be deemed to have exercised its Rights and, thus, to have transferred cash to the Company. See ‘‘Sale or Other Disposition of Rights’’. Accordingly, US Holders should consult their own tax advisers with respect to whether they should file Form 926. A US Holder who fails to file any such required form could be required to pay a penalty equal to 10 per cent. of the gross amount transferred to the Company in connection with the exercise of Rights (subject to a maximum penalty of US$100,000, except in cases of intentional disregard). US Holders should consult their tax advisers with respect to this or any other reporting requirement that may apply to an acquisition of the New Shares.

209 PART X ADDITIONAL INFORMATION 1 Responsibility The Company and the Directors, whose names are set out on page 39 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

2 Incorporation and Registered Office 2.1 The Company was incorporated under the name Liberty International PLC on 14 December 1998 under the Companies Act 1985 as a public limited company, limited by shares, and incorporated in England and Wales with registered number 03685527. The Company changed its name to Capital Shopping Centres Group PLC on 7 May 2010 and then to Intu Properties plc on 15 February 2013. 2.2 The Company was registered as an external company by the South African Register of Companies on 18 June 1999 with registration number 1999/012910/10. 2.3 The Company is domiciled in the United Kingdom. Its head office and its registered office is at 40 Broadway, London SW1H 0BT, United Kingdom, and its registered external office is at Liberty Life Centre, 1 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa. The Company’s telephone number is +44 (0)20 7887 4220. 2.4 On 1 January 2007, the Group became a REIT under the Finance Act 2006. The Company is the holding company of the Group. 2.5 The principal laws and legislation under which the Company operates, and under which the Ordinary Shares have been created, are the Companies Act and regulations made thereunder. The Company is also subject to the South African Companies Act 71 of 2008 as a result of its registration as an external company in South Africa.

3 Intu’s Share Capital 3.1 As at 17 March 2014 (being the latest practicable date prior to the date of this document), the issued and fully paid share capital of the Company was as follows:

Issued and fully paid Class of Share Number Amount (£) Ordinary Shares of 50p each ...... 973,845,701 486,922,850.50 3.2 The issued and fully paid share capital of the Company immediately following completion of the Rights Issue is expected to be as follows:

Issued and fully paid Class of Share Number(1) Amount (£) Ordinary Shares of 50p each ...... 1,252,087,329 626,043,664.50

Note: (1) The number of Ordinary Shares in issue immediately following the Rights Issue assumes that no options are exercised under the Intu Share Plans between the date of this document and completion of the Rights Issue. 3.3 Save as disclosed in paragraph 3.5 below, since 31 December 2013 there has been (other than in connection with the Rights Issue) no issue of share capital of Intu, fully or partly paid, either in cash or for other consideration, and (other than in connection with the Rights Issue, any conversion of the Convertible Bonds and the exercise of options or allotments pursuant to the joint ownership arrangements under the Intu Share Plans) no such issues are proposed. Other than in connection with the Intu Share Plans and the Convertible Bonds, no share capital of Intu or any of its subsidiaries is under option or agreed conditionally or unconditionally to be put under option.

210 3.4 The number of Ordinary Shares outstanding at the beginning and end of the last financial year is as follows: Issued and Date fully paid 1 January 2013 ...... 868,473,001 31 December 2013 ...... 973,845,701

3.5 History of ordinary share capital 3.5.1 Authorised ordinary share capital On 1 October 2009, the Companies Act removed the concept of authorised share capital.

3.5.2 Issued ordinary share capital Since 1 January 2011, the first day covered by the historical financial information in this document, the changes to the issued share capital of Intu have been as follows: (i) on 5 January 2011, the issued share capital of Intu was increased by 53,427 shares to 692,726,436 Ordinary Shares in connection with the exercise of options by former group employees; (ii) on 12 January 2011, the issued share capital of Intu was increased by 52,855 shares to 692,779,291 Ordinary Shares in connection with the exercise of options by former group employees; (iii) on 28 January 2011, the issued share capital of Intu was increased by 167,316,817 shares to 860,096,108 Ordinary Shares in connection with the acquisition of the intu Trafford Centre; (iv) on 10 May 2011, the issued share capital of Intu was increased by 52,855 shares to 860,148,963 Ordinary Shares in connection with the exercise of options by former group employees; (v) on 26 May 2011, the issued share capital of Intu was increased by 158,565 shares to 860,307,528 Ordinary Shares in connection with the exercise of options by former group employees; (vi) on 2 June 2011, the issued share capital of Intu was increased by 39,641 shares to 860,347,169 Ordinary Shares in connection with the exercise of options by former group employees; (vii) on 24 April 2012, the issued share capital of Intu was increased by 56,427 shares to 860,403,596 Ordinary Shares in connection with the exercise of options by former group employees; (viii) on 8 May 2012, the issued share capital of Intu was increased by 4,790,134 shares to 865,193,730 Ordinary Shares in connection with an allotment to the Trustee of the Company’s EBT pursuant to the joint ownership arrangements described under paragraph 14.2(e) of this Part X below; (ix) on 3 August 2012, the issued share capital of Intu was increased by 11,041 shares to 865,204,771 Ordinary Shares in connection with the exercise of options by former group employees; (x) on 20 November 2012, the issued share capital of Intu was increased by 3,268,230 shares to 868,473,001 Ordinary Shares in connection with the allotment of shares pursuant to the Company’s Scrip Dividend Scheme in respect of the 2012 interim dividend; (xi) on 6 March 2013, the issued share capital of Intu was increased by 86,000,000 shares to 954,473,001 Ordinary Shares on completion of a placing announced on 27 February 2013; (xii) on 20 March 2013, the issued share capital of Intu was increased by 62,509 shares to 954,535,510 Ordinary Shares in connection with the exercise of options by employees; (xiii) on 8 May 2013, the issued share capital of Intu was increased by 22,082 shares to 954,557,592 Ordinary Shares in connection with the exercise of options by employees; (xiv)on 21 May 2013, the issued share capital of Intu was increased by 1,721,664 shares to 956,279,256 Ordinary Shares in connection with an allotment to the trustee of the Company’s EBT pursuant to the joint ownership arrangements detailed under paragraph 14.2(e) of this Part X; (xv) on 4 June 2013, the issued share capital of Intu was increased by 10,693,407 shares to 966,972,663 Ordinary Shares in connection with the allotment of shares pursuant to the Company’s Scrip Dividend Scheme in respect of the 2012 final dividend; (xvi)on 12 June 2013, the issued share capital of Intu was increased by 21,993 shares to 966,994,656 Ordinary Shares in connection with the exercise of options by employees;

211 (xvii)on 9 October 2013, the issued share capital of Intu was increased by 13,213 shares to 967,007,869 Ordinary Shares in connection with the exercise of options by employees; and (xviii)on 19 November 2013, the issued share capital of Intu was increased by 6,837,832 shares to 973,845,701 Ordinary Shares in connection with the allotment of shares pursuant to the Company’s Scrip Dividend Scheme in respect of the 2013 interim dividend. At 17 March 2014, the issued and fully paid-up ordinary share capital of the Company was £486,922,850.50 divided into 973,845,701 Ordinary Shares. 3.6 At an annual general meeting of the Company held on 8 May 2013, the power to allot shares conferred on the Directors by Article 5.2 of the Articles of Association was renewed for a period expiring at the conclusion of the annual general meeting of Intu in 2014 or on 30 June 2014, whichever is the earlier, and for the purposes of that Article the ‘‘Section 551 amount’’ was set at £159,078,833.50 being 33.3 per cent. of the existing issued share capital of the Company at the date of the annual general meeting (‘‘AGM’’). At that AGM, the following resolutions were also passed: 3.6.1 the power to allot shares for cash conferred on the Directors by Article 5.3 of the Articles of Association was renewed for the period ending at the conclusion of the AGM of Intu in 2014 or on 30 June 2014, whichever is the earlier, and for that purpose the ‘‘Section 561 amount’’ was £23,861,825.00; and 3.6.2 the Company was generally and unconditionally authorised to make market purchases (within the meaning of Section 701 of the Companies Act) of Ordinary Shares, provided that: (i) the maximum number of Ordinary Shares to be purchased is 95,447,300 (representing 10 per cent. of the issued ordinary share capital at the date of the AGM); (ii) the minimum price which may be paid for an Ordinary Share is 50 pence per share; (iii) the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of (a) 105 per cent. of the average of the closing price of the Company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which such share is contracted to be purchased or (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and (iv) the authority will expire at the conclusion of the annual general meeting of the Company in 2014 or, if earlier, 30 June 2014 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time. The general authority to allot relevant securities for the prescribed period referred to in this paragraph 3.6 authorises the Directors to allot further relevant securities representing approximately 30.87 per cent. of the share capital of Intu as at the date of this document. The Directors have no present intention of issuing any further share capital other than upon the exercise of options or allotments pursuant to the joint ownership arrangements under the Intu Share Plans or in connection with the Convertible Bonds or as part of the Rights Issue. 3.7 Subject to Admission, the New Shares will be issued which will result in the issued ordinary share capital of the Company as at the date of this document increasing by approximately 28.6 per cent. Shareholders who do not take up their rights in the Rights Issue will suffer a dilution of approximately 22.2 per cent. to their current interests in the Company.

4 Articles of Association A summary of the Company’s Articles of Association is set out in this paragraph 4 and in paragraph 5 below. The Articles of Association are available for inspection at the address specified in paragraph 25 below.

212 The Company’s objects are not restricted by its Articles of Association. Accordingly, pursuant to Section 31 of the Companies Act, the Company’s objects are unrestricted.

4.1 Voting rights When a Shareholder is entitled to attend a meeting and vote, whether in person or by proxy, he has only one vote on a show of hands. On a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed (i) by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or (ii) by one or more of those members to vote either for or against the resolution and by one or more other of those members to use his discretion as to how to vote. Where there is a poll, a Shareholder who is present in person or by proxy and who is entitled to be present and to vote has one vote for every share which he holds. This is subject to any special rights or restrictions which are given to any class of shares by, or in accordance with, the Articles. Unless the Articles say otherwise, the only people who can attend or vote at general meetings are Shareholders who have paid the Company all calls, and all other sums, relating to their shares which are due at the time of the general meeting. This applies both to attending a general meeting personally and to appointing a proxy. A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote.

4.2 Shareholders’ meetings An annual general meeting shall be held in each period of six months beginning with the day following the Company’s accounting reference date, at such place or places, date and time as may be decided by the directors. The directors may, whenever they think fit, call a general meeting. The directors are required to call a general meeting once the Company has received requests from its members to do so in accordance with the Companies Act. Notice of general meetings shall include all information required to be included by the Companies Act and shall be given to all members other than those members who are not entitled to receive such notices from the Company under the provisions of the Articles. The Company may determine that only those persons entered on the Register at the close of business on a day decided by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.

4.3 Restrictions where notice under Section 793 of the Companies Act not complied with If any person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act) has been duly served with a notice under Section 793 of the Companies Act (which confers upon public companies the power to require information as to interests in its voting shares) and is in default for a period of 14 days in supplying to the Company the information required by that notice: (i) the holder of those shares shall not be entitled to attend or vote (in person or by proxy) at any Shareholders’ meeting, unless the directors otherwise determine; and (ii) the directors may in their absolute discretion, where those shares represent 0.25 per cent. or more of the issued shares of a relevant class, by notice to the holder direct that: (a) any dividend or part of a dividend or other money which would otherwise be payable on the shares will be retained by the Company without any liability for interest and the Shareholder will not be entitled to elect to receive shares in lieu of a dividend; and/or (b) (with various exceptions set out in the Articles) transfers of the shares will not be registered.

4.4 Attendance at Shareholders’ meetings and proxies The appointment of proxies must be in writing and signed by the appointing Shareholder or his duly appointed attorney if the Shareholder is an individual or otherwise validly executed in accordance with the Articles if the appointing Shareholder is a company. A proxy form can be in any form which is commonly used or has been approved by the Directors and must be delivered to the Company, in accordance with the Articles, at least 48 hours before a meeting or adjourned meeting or 24 hours before a poll is taken if the

213 poll is taken more than 48 hours after it was demanded. The directors may allow a proxy for a holder of shares in uncertificated form to be appointed by electronic means in the form of an uncertificated proxy instruction.

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

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

4.7 Directors The Directors shall manage the business of the Company and may exercise all powers of the Company other than those that are required by the Companies Act or by the Articles to be exercised by the Company at the general meeting. The minimum number of Directors (excluding alternate Directors) is four and the maximum number is 20. There is no age limit for Directors. Directors are not required to hold any shares in the Company. Excluding executive remuneration and any other entitlement to remuneration for extra services (including service on board committees) under the Articles, Directors can decide the amount, timing and manner of payment of the fees of the Directors but the aggregate fees paid to all Directors shall not exceed £750,000 per annum or such amount as may be approved by an ordinary resolution of the Company. Each Director is entitled to reimbursement for all reasonable expenses properly incurred by the Director in connection with the Company’s business. Subject to the provisions of the Articles, the directors may meet for the despatch of business and adjourn and otherwise regulate their meetings as they think fit. The quorum necessary for the transaction of business of the directors may be fixed from time to time by the directors and unless so fixed at any other number shall be two. A meeting of the directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the directors. The directors may elect from their number a Chairman and a Deputy Chairman (or two or more Deputy Chairmen) and decide the period for which each is to hold office. Questions arising at any meeting of the directors shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote. At each annual general meeting, any Director who was elected or last re-elected a Director at or before the annual general meeting held in the third calendar year before the current year shall retire. A director who retires at any annual general meeting shall be eligible for election or re-election. When a director retires at an annual general meeting in accordance with the Articles, the Company may, by ordinary resolution at the meeting, fill the office being vacated by re-electing the retiring director. In the absence of such a resolution, the retiring director shall nevertheless be deemed to have been re-elected, except in the cases identified by the Articles. The Board has the power to appoint additional Directors or to fill a casual vacancy amongst the Directors. Any Director so appointed holds office until the next annual general meeting, at which they may offer themselves for election by the Shareholders.

214 Directors may appoint either another Director or some other person approved by the Board to act as their alternate with power to attend Board meetings and generally to exercise the functions of the appointing Director in their absence. The Company may, by ordinary resolution of which special notice is given, remove any director before the expiration of his period of office in accordance with the Companies Act, and elect another person in place of a director so removed from office. Such removal may take place notwithstanding any provision of the Articles or of any agreement between the Company and such director, but is without prejudice to any claim the director may have for damages for breach of any such agreement. For the purposes of Section 175 of the Companies Act, the directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. Any such authorisation will be effective only if: (i) the matter in question was proposed in writing for consideration at a meeting of the directors, in accordance with the Board’s normal procedures or in such other manner as the directors may resolve; (ii) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and (iii) the matter was agreed to without such interested directors voting or would have been agreed to if their votes had not been counted. The directors may extend any such authorisation to any actual or potential conflict of interest which may arise out of the matter so authorised and may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions they expressly impose, but such authorisation is otherwise given to the fullest extent permitted. The directors may also terminate any such authorisation at any time. Except as provided below, a director may not vote in respect of any contract, arrangement or any other proposal in which he, or a person connected to him, is interested. Any vote of a director in respect of a matter where he is not entitled to vote shall be disregarded. Subject to the provisions of the Companies Act, a director is entitled to vote and be counted in the quorum in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal (inter alia): (i) in which he has an interest, of which he is not aware, or which cannot be reasonably be regarded as likely to give rise to a conflict of interest; (ii) in which he has an interest only by virtue of interests in the Company’s shares, debentures or other securities or otherwise in or through the Company; (iii) which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of obligations incurred by him and guaranteed by the Company (or vice versa); (iv) concerning an offer of securities by the Company or any of its subsidiary undertakings in which he is or may be entitled to participate as a holder of securities or as an underwriter or sub-underwriter; (v) concerning any other body corporate, provided that he and any connected persons do not own or have a beneficial interest in 1 per cent. or more of any class of share capital of such body corporate, or of the voting rights available to the members of such body corporate; (vi) relating to an arrangement for the benefit of employees or former employees which does not award him any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates; (vii) concerning the purchase or maintenance of insurance for any liability for the benefit of directors; (viii) concerning the giving of indemnities in favour of the directors; or (ix) concerning the funding of expenditure by any director or directors (i) on defending criminal, civil or regulatory proceedings or actions against him or them, (ii) in connection with an application to the

215 court for relief, (iii) on defending him or them in any regulator investigations, or (iv) incurred doing anything to enable him to avoid incurring such expenditure. Subject to the Companies Act, the provisions described in the sub-paragraphs (viii) and (ix) of this paragraph 4.7 may be relaxed or suspended by an ordinary resolution of the Shareholders of the Company.

4.8 Confidential Information If a director, otherwise than by virtue of his position as director, receives information in respect of which he owes a duty of confidentiality to a person other than the Company, he shall not be required to disclose such information to the Company or otherwise use or apply such confidential information for the purpose of or in connection with the performance of his duties as a director, provided that such an actual or potential conflict of interest arises from a permitted or authorised interest under the Articles. This is without prejudice to any equitable principle or rule of law which may excuse or release the director from disclosing the information, in circumstances where disclosure may otherwise be required under the Articles.

4.9 Powers of the directors The directors may delegate any of their powers or discretions, including those involving the payment of remuneration or the conferring of any other benefit to the directors, to such person or committee and in such manner as they think fit. Any such person or committee shall, unless the directors otherwise resolve, have the power to sub-delegate any of the powers or discretions delegated to them. The directors may make regulations in relation to the proceedings of committees or sub-committees. The directors may establish any local boards or appoint managers or agents to manage any of the affairs of the Company, either in the United Kingdom or elsewhere, and may: (i) appoint persons to be members or agents or managers of such local boards and fix their remuneration; (ii) delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the directors, with the power to sub-delegate; (iii) remove any person so appointed, and may annul or vary any such delegation; and (iv) authorise the members of any local boards, or any of them, to fill any vacancies on such boards, and to act notwithstanding vacancies. The directors may appoint any person or fluctuating body of persons to be the attorney of the Company with such purposes and with such powers, authorities and discretions and for such periods and subject to such conditions as they may think fit.

4.10 Amendments affecting Shareholder rights If the Company’s share capital is split into different classes of share, and if the relevant legislation allows this, the special rights which are attached to any of these classes can be varied or abrogated if this is approved by a special resolution passed at a separate meeting of the holders of the relevant class of shares or with the written consent of holders of at least three quarters of the existing shares of the class (by nominal value). The special rights of a class of shares can be varied or abrogated while the Company is a going concern, or while the Company is being wound up, or if winding-up is being considered. All the Articles relating to general meetings apply, with any necessary changes, to a class meeting, but with the following adjustments: (i) at least two people who hold (or who act as proxies for) at least one-third of the total nominal value of the existing shares of the class are a quorum, however, if this quorum is not present at an adjourned meeting, one person who holds shares of the class, or his proxy, is a quorum; (ii) anybody who is personally present, or who is represented by a proxy, can demand a poll; (iii) on a poll, the holders of shares will have one vote for every share of the class which they hold; and/or (iv) if a meeting is adjourned for any reason including a lack of quorum, the adjourned meeting may be held less than 10 clear days after the original meeting notwithstanding the provisions relating to lack of quorum.

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

4.11 Financial statements and other communications with Shareholders Copies of every balance sheet and profit and loss account to be laid before the Company’s Shareholders at a general meeting (and any other document which is required by the relevant legislation to be attached to these) must be sent to the Shareholders and debenture holders and all other people to whom the Articles, or relevant legislation, require the Company to send them, at least 21 days before the relevant general meeting. The Company need not send these documents to: (i) Shareholders who are sent summary financial statements in accordance with the relevant legislation; (ii) more than one joint holder of shares or debentures; or (iii) any person for whom the Company does not have a current postal address. Shareholders or debenture holders who are not sent copies can receive a copy free of charge by applying to the Company at the registered office of the Company. Save where the Articles expressly require otherwise, any notice, document or information to be sent or supplied by the Company may be sent or supplied in accordance with Schedule 5 to the Companies Act (Company Communication Provisions) in hard copy or electronic form including by means of a website.

4.12 Dividends The Shareholders can declare dividends by ordinary resolution. No such dividend can exceed the amount recommended by the Directors. If the Directors consider that the profits of the Company justify such payments, they can (i) pay the fixed dividends on any class of shares carrying a fixed dividend on the dates prescribed for the payment of those dividends; and (ii) pay interim dividends on shares of any class of any amounts and on any dates and for any period which they decide. No dividend can be paid otherwise than out of profits available for distribution under the Companies Acts (as defined in Section 2 of the Companies Act, as amended), the CREST Regulations and all other laws and regulations applying to the Company. All dividends will be divided and paid in proportions based on the amounts which have been paid up on the shares during the period for which the dividend is paid. Sums which have been paid up in advance of calls do not count as paid up for this purpose, but if the rights of any share say that it will be entitled to a dividend as if it were a fully paid-up, or partly paid-up, share from a particular date (in the past or the future), it will be entitled to a dividend on that basis. This provision applies unless the rights attached to any shares, or the terms of any shares, say otherwise. Unless the rights attached to any shares, or the terms of any shares, or the Articles say otherwise, a dividend, or any other money payable in respect of a share, can be paid in whatever currency the Directors decide, using an appropriate exchange rate selected by the Directors for any currency conversions which are required. If recommended to do so by the Directors, the Shareholders can pass an ordinary resolution to direct all or part of a dividend to be paid in paid-up shares or debentures of another company, rather than cash. If a dividend has not been claimed for six years after the passing of the resolution for payment of that dividend, it will be forfeited and belong to the Company. In circumstances where a dividend is payable by the Company the Directors can, at their discretion, offer Shareholders the right to elect to receive new ordinary Shares in the Company (credited as fully paid) (‘‘Scrip Shares’’) instead of a cash dividend (the ‘‘Scrip Dividend Scheme’’). The Directors are authorised to offer the Scrip Dividend Scheme pursuant to resolutions that were passed at the Company’s annual general meeting on 25 April 2012 which: (i) authorised the Directors, at their discretion, to offer a Scrip Dividend Scheme for a period of five years, to expire at the conclusion of the annual general meeting to be held in 2017; and

217 (ii) amended the Articles of Association to clarify the method by which the price of a Scrip Share is to be calculated (including to reflect the requirements of the JSE) and provided the Directors with suitable flexibility as to the treatment of any fractional entitlements that may arise in connection with the Scrip Dividend Scheme and the requirements of the LSE and/or JSE, as applicable.

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

4.14 Pre-emption rights Under UK law, if Intu issues specific kinds of additional securities for cash, current Shareholders will have pre-emption rights to those securities on a pro rata basis. Pre-emption rights may be transferable during the subscription period depending on the nature of the particular offering. The Shareholders may, by way of a special resolution, grant authority to the Directors to allot shares as if the pre-emption rights did not apply. This authority may be either specific or general and may not exceed a period of five years. If the Directors wish to seek authority to disapply the pre-emption rights, the Directors must produce a statement that is circulated to Shareholders detailing their reasons for seeking the disapplication of such pre-emption rights. The pre-emption rights attaching to the Ordinary Shares do not apply to any allotments in respect of a rights issue or certain other pre-emptive offerings where Ordinary Shares are allotted pursuant to the Directors’ authority to allot set out in the Articles.

4.15 Form, holding and transfer of Shares Shares may be held in either certificated or uncertificated form. Shares held in certificated form are evidenced by a certificate and a register of Shareholders is maintained by Intu’s registrar. Any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or a form approved by the directors. Title to certificated shares is evidenced by entry in the register of Intu’s members. The Directors can refuse to register a transfer of any certificated shares which are not fully paid up. The Directors may decline to register any transfer of a fully paid-up certificated share unless: (i) the instrument of transfer is lodged at the specified place and accompanied by the certificate for the shares to which it relates; (ii) the instrument of transfer is in respect of only one class of share; and (iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four. Ordinary Shares held in uncertificated form on the UK Register are held through CREST (the computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear). Ordinary Shares held in uncertificated form on the SA Register are held through Strate. Subject to any applicable restrictions in the Articles, any member may transfer all or any of his uncertificated shares by means of a relevant system in the manner provided for in the CREST Regulations and the rules of the relevant system. The Directors may decline to register the transfer of an uncertificated share in accordance with the CREST Regulations, and, in the case of jointly held shares, where the share is to be transferred to more than four joint holders.

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

218 At an extraordinary general meeting of the Company held on 1 April 2009, the borrowing limit set out in article 107.2 of the Articles of Association was suspended until the conclusion of the Company’s annual general meeting in 2011, and was reinstated thereafter at four times the adjusted capital and reserves.

4.17 Disclosure of holdings exceeding certain percentages The Disclosure and Transparency Rules require Shareholders to notify Intu if the voting rights held by such Shareholder (including by way of a certain financial instrument) reaches, exceeds or falls below 3 per cent., 4 per cent., 5 per cent., 6 per cent., 7 per cent., 8 per cent., 9 per cent., 10 per cent. and each 1 per cent. threshold thereafter up to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in Intu may be disregarded. Pursuant to the Companies Act, Intu may also send a notice to any person whom Intu knows or believes to be interested in Intu’s shares requiring that person to confirm whether he has such an interest and if so details of that interest. Under the Articles and UK law, if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares (the ‘‘default shares’’), the Directors may serve a restriction notice on such person. Such a restriction notice will state that the default shares and, if the Directors determine, any other shares held by that person, shall not confer any right to attend or vote at any general meeting of Intu. In respect of a person with a 0.25 per cent. or more interest in the issued ordinary share capital of Intu, the Directors may direct in the restriction notice that, subject to certain exceptions, no transfers of shares held by such person (in certificated or uncertificated form) shall be registered and that any dividends or other payments on the shares shall be retained by Intu pending receipt by Intu of the information requested by the Directors.

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

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

4.20 Ownership of Shares by non-UK persons There are no provisions in the Articles that restrict non-resident or foreign Shareholders from holding Ordinary Shares or from exercising voting rights attaching to Ordinary Shares.

4.21 Untraceable Shareholders Intu shall be entitled to sell any shares, at the best price reasonably obtainable, if: (i) during the 12 years before the earliest of the advertisements referred to in (ii) below, at least three dividends have been paid and none have been claimed in respect of those shares; (ii) after this 12-year period, it announces that it intends to sell the shares by placing an advertisement in a national newspaper and in a newspaper appearing in the area which includes the address held by Intu for serving notices relating to the shares; and (iii) during this 12-year period, and for three months after the advertisements appear, it has not heard from the Shareholder or any person who is automatically entitled to the shares by law. The net proceeds of such sale shall belong to Intu, which shall be obliged on request to account to the former member or other person previously entitled to the shares for an amount equal to the proceeds as a creditor of Intu.

4.22 Indemnity Subject to applicable legislation, every current and former Director or other officer of Intu and each of its associated companies shall be indemnified by Intu against any liability in relation to Intu, other than, in general, any liability to Intu or any of its associated companies, and may be indemnified by Intu in relation to any criminal or regulatory fine.

219 5 REIT Rules The following provides a summary of the relevant articles contained in the Company’s Articles of Association which relate to the Company as the principal company of a REIT group (the ‘‘REIT Articles’’ and each a ‘‘REIT Article’’):

Relevant definitions

REIT Regulations ...... UK legislation as described in Part 12 of the Corporation Tax Act 2010. Substantial Shareholder ...... a shareholder that is a company or any entity that is treated as a body corporate for tax purposes under a UK double-tax treaty and is beneficially entitled, directly or indirectly, to 10 per cent. or more of the Company’s distributions or share capital or controls, directly or indirectly, 10 per cent. or more of the voting rights of the Company. Substantial Shareholding ...... the shares in respect of which a Substantial Shareholder is entitled to distributions, directly or indirectly, and/or the votes attached to which are controlled, directly, or indirectly, by the Substantial Shareholder.

5.1 The REIT Articles (a) provide the Directors with powers to identify Substantial Shareholders; (b) prohibit the payment of distributions in respect of Ordinary Shares that form part of a Substantial Shareholding, unless certain conditions are met; (c) allow distributions in respect of Ordinary Shares that form part of a Substantial Shareholding where the Substantial Shareholder has disposed of its rights to distributions in respect of its Ordinary Shares; and (d) seek to ensure that if a distribution is paid in respect of Ordinary Shares that form part of a Substantial Shareholding and arrangements of the kind referred to in paragraph (c) above are not in place, the Substantial Shareholder concerned does not become beneficially entitled to that distribution. A Substantial Shareholder is a Shareholder whose interest in the Company, whether legal or beneficial, direct or indirect, may cause the Company to be liable to pay tax under Section 551 of the Corporation Tax Act 2010 (as such legislation may be modified, supplemented or replaced from time to time) on or in connection with the making of a distribution to or in respect of such person including, at the date of adoption of the REIT Article, any holder of excessive rights as defined in Section 553 of the Corporation Tax Act 2010 and a Substantial Shareholding refers to the shares in the Company in relation to which or by virtue of which (in whole or in part) a person is a Substantial Shareholder.

5.2 Identification of Substantial Shareholders The REIT Articles require a Substantial Shareholder (and any registered Shareholder holding shares on behalf of a Substantial Shareholder) to notify the Company if his Ordinary Shares (or the Ordinary Shares he holds) form part of a Substantial Shareholding. Such a notice must be given by the end of the second Business Day after the day on which the duty to notify arose. The REIT Articles give the Board the right to require any person to provide information in relation to any Ordinary Shares in order to determine whether the Ordinary Shares form part of a Substantial Shareholding. If the required information is not provided within the time specified (which would be seven days after a request is made or such other period as the Board may decide), the Board would be entitled to impose sanctions, including withholding distributions (as described below) and/or requiring the transfer of the Ordinary Shares to another person who is not and does not thereby become a Substantial Shareholder (as described below). The Directors shall be entitled to presume without enquiry, unless any Director has reason to believe otherwise, that a person is not a Substantial Shareholder.

220 5.3 Preventing payment of a distribution to a Substantial Shareholder The REIT Articles provide that a distribution will not be paid on any Ordinary Shares that the Board believes may form part of a Substantial Shareholding unless the Board is satisfied that the Substantial Shareholder is not beneficially entitled to the distribution. If in these circumstances payment of a distribution is withheld, the distribution will be paid subsequently if the Board is satisfied that: (a) the Substantial Shareholder concerned is not beneficially entitled to the distribution; (b) the shareholding is not part of a Substantial Shareholding; (c) all or some of the Ordinary Shares and the right to the distribution have been transferred to a person who is not, and does not thereby become, a Substantial Shareholder (in which case the distributions would be paid to the transferee); or (d) sufficient Ordinary Shares have been transferred (together with the right to the distributions) such that the Ordinary Shares retained are no longer part of a Substantial Shareholding (in which case the distributions would be paid on the retained Ordinary Shares). For this purpose, references to the ‘‘transfer’’ of an Ordinary Share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to distributions in respect of that Ordinary Share.

5.4 Payment of a distribution where rights to it have been transferred The REIT Articles provide that distributions may be paid on Ordinary Shares that form part of a Substantial Shareholding if the Board is satisfied that the right to the distribution has been transferred to a person who is not, and does not thereby become, a Substantial Shareholder and the Board may be satisfied that the right to the distribution has been transferred if it receives a certificate containing appropriate confirmations and assurances from the Substantial Shareholder. Such a certificate may apply to a particular distribution or to all future distributions in respect of Ordinary Shares forming part of a specified Substantial Shareholding, until notice rescinding the certificate is received by the Company. A certificate that deals with future distributions may include undertakings by the person providing the certificate: (a) to ensure that the entitlement to future distributions will be disposed of; and (b) to inform the Company immediately of any circumstances which would render the certificate no longer accurate. The Directors may require that any such certificate is copied or provided to such persons as they may determine, including HMRC. If the Board believes a certificate given in these circumstances is or has become inaccurate, then it will be able to withhold payment of future distributions (as described above). In addition, the Board may require a Substantial Shareholder to pay the Company the amount of any tax payable (and other costs incurred) as a result of a distribution having been paid to a Substantial Shareholder in reliance on the inaccurate certificate. The Board may (as described below) arrange for the sale of the relevant Ordinary Shares and retain any such amount from the proceeds. Any such amount may also be recovered out of the distributions to which the Substantial Shareholder concerned may become entitled in the future. Certificates provided in the circumstances described above will be of considerable importance to the Company in determining whether distributions can be paid. If the Company suffers loss as a result of any misrepresentation or breach of undertaking given in such a certificate, it may seek to recover damages directly from the person who has provided it. The effect of these provisions is that there is no restriction on a person becoming or remaining a Substantial Shareholder provided that the person who does so makes appropriate arrangements to divest itself of the entitlement to distributions.

221 5.5 Trust arrangements where rights to distributions have not been disposed of by Substantial Shareholder The REIT Articles provide that if a distribution is paid in respect of a Substantial Shareholding, such distribution and any income arising from it shall be held by the payee or the payee’s transferee on trust absolutely for the Persons nominated by the Substantial Shareholder in such proportions as directed in the nomination. For these provisions to apply the Substantial Shareholder should be beneficially entitled to the distribution.

5.6 Mandatory sale of Substantial Shareholdings The REIT Articles also allow the Board to require the disposal of Ordinary Shares forming part of a Substantial Shareholding if: • a Substantial Shareholder has been identified and a distribution has been announced or declared and the Board has not been satisfied that the Substantial Shareholder has transferred the right to the distribution (or otherwise is not beneficially entitled to it); • there has been a failure to provide information requested by the Board; or • any information provided by any person proves materially inaccurate or misleading. If a disposal of Ordinary Shares required by the Board is not completed within the timeframe specified by the Board or the Company incurs a charge to tax as a result of a distribution having been paid on a Substantial Shareholding, the Board may arrange for the sale of the relevant shares.

5.7 Takeovers The REIT Articles do not prevent a person from acquiring control of the Company through a takeover or otherwise, although such an event may cause the Company to cease to qualify as a REIT.

5.8 Other The REIT Articles also give the Company power to require any Shareholder who applies to be paid distributions without any tax withheld to provide such certificate as the Board may require to establish the Shareholder’s entitlement to that treatment.

6 Mandatory takeover bids, squeeze-out and sell-out rules Other than as provided by the Companies Act, the Takeover Code and the equivalent South African legislation to the extent applicable, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the Ordinary Shares.

7 Directors, President for Life and Senior Management of the Company 7.1 Directors The Directors and their principal functions are as follows: Name Position Patrick Burgess MBE(1) ...... Chairman John Whittaker(4) ...... Deputy Chairman David Fischel ...... Chief Executive Matthew Roberts ...... Finance Director Adele` Anderson(2)(3) ...... Non-Executive Director Richard Gordon(5) ...... Non-Executive Director Andrew Huntley(1) ...... Non-Executive Director Louise Patten(1)(2) ...... Non-Executive Director Neil Sachdev(1)(2)(3) ...... Non-Executive Director Andrew Strang(3) ...... Non-Executive Director

Notes: (1) Member of the Nomination and Review Committee. (2) Member of the Remuneration Committee. (3) Member of the Audit Committee. (4) John Whittaker has appointed Steven Underwood as an alternate director. (5) Richard Gordon has appointed Raymond Fine as an alternate director.

222 Brief biographical details of the Directors are as follows:

Patrick Burgess MBE Appointed a Non-Executive Director of Intu in 2001 and Chairman on 1 August 2008. Qualified as a solicitor in 1972 and became a partner in Gouldens in 1974, serving as head of the Corporate Department for 14 years and as Senior Partner for six, culminating with the merger of Gouldens with Jones Day in 2003, from which he retired in 2007. He has also been active in a number of charitable and community organisations. At Jones Day, Mr Burgess specialised in mergers and acquisitions and corporate restructurings. He has considerable experience in compliance, regulatory and stock exchange matters. Mr Burgess is also Chairman of the Nomination and Review Committee, the Capital Projects Committee and the Corporate Responsibility Committee. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Burgess holds or has held in the past five years the following directorships. Save as disclosed above, he has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) Caius House Limited ...... Current Chichester Festivities Limited ...... Current Coalition for Efficiency ...... Current E.H. Burgess Limited ...... Current Hart Ventures Limited ...... Current Kaye Enterprises Limited ...... Current Standard Bank PLC ...... Current The Boodle’s Archive Limited ...... Current The Friends of Arundel Cathedral ...... Current The Thames Wharf Charity ...... Current The Thrombosis Research Institute ...... Current Awareness Foundation ...... Previous Capital & Counties Limited ...... Previous The Bulldog Trust Limited ...... Previous

John Whittaker John Whittaker was appointed as Deputy Chairman and a Non-Executive Director on 28 January 2011. Mr Whittaker is Chairman of the Peel Group which he founded in 1971 and developed into a leading UK infrastructure, transport and real estate enterprise. Mr Whittaker is a highly regarded real estate investor and has overseen the growth of the Peel Group across many sectors such as land, real estate, ports, airports, renewable energy and media. Mr Whittaker is an experienced property developer and business leader, illustrated by projects such as the Trafford Centre and MediacityUK. His appointment to the Board followed the acquisition by Intu of The Trafford Centre from the Peel Group. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Whittaker holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) A & P A Property Limited ...... Current A & P Dry Docks Limited ...... Current A & P Tyne Properties Limited ...... Current A & P Ports & Properties Limited ...... Current A & PPP 2006 Limited ...... Current Albright Investments Limited ...... Current Arma Developments Limited ...... Current Astermill Limited ...... Current Astley Business Park Management Company Limited ...... Current Ayrshire Power Holdings Limited ...... Current

223 Status (Current/ Company Previous) Ayrshire Power Limited ...... Current Ballaman (Shenvalley) Limited ...... Current Bartizan Limited ...... Current Barwent Developments Limited ...... Current Beaumont Properties Limited ...... Current Bexton Croft 1 Limited ...... Current Bexton Croft 2 Limited ...... Current Birkenhead Port Limited ...... Current Blackburn Arena Limited ...... Current Bridgewater Remediation Limited ...... Current Cannorth Property Investments Limited ...... Current Cardinal Helicopter Services (IOM) Limited ...... Current Cardinal Holdings (IOM) Limited ...... Current Carr Laund 1 Limited ...... Current Carr Laund 2 Limited ...... Current Castlewood Holdings 1 Limited ...... Current Castlewood Holdings 2 Limited ...... Current Cheeseden Developments Limited ...... Current Cheeseden Investments Espana SL ...... Current Cheeseden Investments Limited ...... Current City Airport Limited ...... Current Clydemore Properties Limited ...... Current Clydeport Limited ...... Current Clydeport Longhaugh A Limited ...... Current Clydeport Longhaugh B Limited ...... Current Clydeport Longhaugh C Limited ...... Current Clydeport Properties Limited ...... Current Clydeport Terminal Limited ...... Current Clydeside Investment Properties Limited ...... Current Clydeside Properties Limited ...... Current Coastal Container Line Limited ...... Current Coastal Seaforth Container Terminals Limited ...... Current Concorde Container Line Limited ...... Current Corinium Properties Limited ...... Current Cronkdrean Limited ...... Current Dalundon Limited ...... Current De Facto 1693 Limited ...... Current Doncaster Sheffield Airport Limited ...... Current DPP Limited ...... Current Durham Tees Valley Airport Limited ...... Current Earlbroom Limited ...... Current Event City Limited ...... Current Flaskranch Limited ...... Current Glasgow Harbour (Byron Street Limited) ...... Current Glasgow Harbour Developments Limited ...... Current Glasgow Harbour Investments Limited ...... Current Glasgow Harbour Limited ...... Current Glasgow Harbour Management Limited ...... Current Glasgow Harbour Properties Limited ...... Current Gloucester Quays Antiques Centre Limited ...... Current Goodweather Holdings (IOM) Limited ...... Current Goodweather Holdings Limited ...... Current Goodweather Investments (UK) Limited ...... Current Greathey Investments Limited ...... Current Halton Development Partnership Limited ...... Current Harmont Investment Company Limited ...... Current

224 Status (Current/ Company Previous) Hartlebury Trading Estate Limited ...... Current Haxden Properties Limited ...... Current Heliconia Limited ...... Current Imari Limited ...... Current Ince Park Developments Limited ...... Current Ionica Limited ...... Current Kamella Limited ...... Current Knight & Co (Services) Limited ...... Current Largs Limited ...... Current Liverpool Airport Development Limited ...... Current Liverpool Airport Investments Limited ...... Current London Shop (Bishops Stortford) Limited ...... Current London Shop (Crosby) Limited ...... Current London Shop (Stockport) Limited ...... Current Londrock Finance Company Limited ...... Current Londrock Insurance Limited ...... Current Manchester Ship Canal Developments Limited ...... Current Marine Terminals Limited ...... Current Maritime Centre (No.2) Limited ...... Current Maritime Centre Limited ...... Current MediaCity Studios Limited ...... Current Medway Ports Limited ...... Current Merlin Ports Limited ...... Current Mersey Docks Property Developments Limited ...... Current Mersey Docks Property Holdings Limited ...... Current Mersey Docks Property Investments Limited ...... Current Moorland Wind Holdings Limited ...... Current Mug Shot 1 Limited ...... Current No.1 MediaCity UK Management Company Limited ...... Current North Clyde Recycling Centre Limited ...... Current Pacific Shelf 1054 Limited ...... Current Peel (Anglia) Limited ...... Current Peel Acquisitions (Pegasus) Limited ...... Current Peel Advertising Holdings Limited ...... Current Peel Advertising Limited ...... Current Peel Airports (AEPSL) Limited ...... Current Peel Airports (Management) Limited ...... Current Peel Airports (No.1) Limited ...... Current Peel Airports (No.2) Limited ...... Current Peel Airports (No.3) Limited ...... Current Peel Airports (No.4) Limited ...... Current Peel Airports Holdings (IOM) Limited ...... Current Peel Airports Leasing Limited ...... Current Peel Airports Limited ...... Current Peel Airports Undertakings Limited ...... Current Peel Assets Limited ...... Current Peel Chapel Group Limited ...... Current Peel Chapel Holdings (IOM) Limited ...... Current Peel Chapel No.1 Limited ...... Current Peel Chapel No.2 Limited ...... Current Peel Chapel No.3 Limited ...... Current Peel Commercial (N.W.) Limited ...... Current Peel Commercial (S.E.) Limited ...... Current Peel Commercial (S.W.) Limited ...... Current Peel Developments (Cambuslang) Limited ...... Current Peel Developments (N.E.) Limited ...... Current

225 Status (Current/ Company Previous) Peel Developments (N.W.) Limited ...... Current Peel Developments (S.W.) Limited ...... Current Peel Developments (U.K.) Limited ...... Current Peel Developments Ampthill Limited ...... Current Peel Developments Andalucia SL ...... Current Peel Developments Holdings Limited ...... Current Peel Digital Limited ...... Current Peel Electricity Networks Limited ...... Current Peel Electricity Services Limited ...... Current Peel Energy (Barton) Limited ...... Current Peel Energy (Ince) Limited ...... Current Peel Energy (No.2) Limited ...... Current Peel Energy CCS Limited ...... Current Peel Energy Limited ...... Current Peel Environmental Holdings Limited ...... Current Peel Environmental Ince Limited ...... Current Peel Environmental Limited ...... Current Peel Environmental Management (UK) Limited ...... Current Peel Farms Limited ...... Current Peel Finance (IOM) Limited ...... Current Peel Finance (UK) Limited ...... Current Peel Finance Holdings (IOM) Limited ...... Current Peel Holdings (Advertising) Limited ...... Current Peel Holdings (Environmental) Limited ...... Current Peel Holdings (Glasgow Harbour) Limited ...... Current Peel Holdings (Gloucester) Limited ...... Current Peel Holdings (Insurance Services) Limited ...... Current Peel Holdings (IOM) Limited ...... Current Peel Holdings (ITC) Limited ...... Current Peel Holdings (Land and Property) Limited ...... Current Peel Holdings (Leisure) Limited ...... Current Peel Holdings (Management) Limited ...... Current Peel Holdings (Media) Limited ...... Current Peel Holdings (Overseas) Limited ...... Current Peel Holdings (PAIOM) Limited ...... Current Peel Holdings (Pegasus) Limited ...... Current Peel Holdings (Ports) Limited ...... Current Peel Holdings (Telecommunications) Limited ...... Current Peel Holdings (TTC) Limited ...... Current Peel Holdings (Utilities) Limited ...... Current Peel Holdings (Waste) Limited ...... Current Peel Holdings CCS (IOM) Limited ...... Current Peel Holdings Chapel No.1 Limited ...... Current Peel Holdings Chapel No.2 Limited ...... Current Peel Holdings Chapel No.3 Limited ...... Current Peel Holdings Digital Limited ...... Current Peel Holdings Energy (IOM) Limited ...... Current Peel Holdings Energy (No.2) Limited ...... Current Peel Holdings Energy (No.3) Limited ...... Current Peel Holdings Energy Projects (IOM) Limited ...... Current Peel Holdings Environmental (IOM) Limited ...... Current Peel Holdings Finance Limited ...... Current Peel Holdings Group Limited ...... Current Peel Holdings Investments (IOM) Limited ...... Current Peel Holdings Investments (LS) Limited ...... Current Peel Holdings Land and Property (UK) Limited ...... Current

226 Status (Current/ Company Previous) Peel Holdings Limited ...... Current Peel Holdings Media Lowry Limited ...... Current Peel Holdings Scout Moor (IOM) Limited ...... Current Peel Holdings Services Limited ...... Current Peel Holdings Wind Farms (IOM) Limited ...... Current Peel Holdings Wind Power (IOM) Limited ...... Current Peel Homes (Anglia) Limited ...... Current Peel Homes Limited ...... Current Peel Housing (Anglia) Limited ...... Current Peel Insurance (Holdings) Limited ...... Current Peel Investments (Anglia) Limited ...... Current Peel Investments (Botany Bay) Limited ...... Current Peel Investments (DTVA) Limited ...... Current Peel Investments (Gloucester) Limited ...... Current Peel Investments (Intermediate) Limited ...... Current Peel Investments (Land and Property) No.1 Limited ...... Current Peel Investments (Leisure) Limited ...... Current Peel Investments (N.W.) Limited ...... Current Peel Investments (North) Limited ...... Current Peel Investments (North) No.1 Limited ...... Current Peel Investments (PAH) Limited ...... Current Peel Investments (PHA) Limited ...... Current Peel Investments (RHADS) Limited ...... Current Peel Investments (S.W.) Limited ...... Current Peel Investments (South) Limited ...... Current Peel Investments (U.K.) Limited ...... Current Peel Investments Andalucia SL ...... Current Peel Investments DTVA (IOM) Limited ...... Current Peel Investments Environmental UK Limited ...... Current Peel Investments Espana S.L...... Current Peel Investments Finance Limited ...... Current Peel Investments Holdings (IOM) Limited ...... Current Peel Investments Holdings Limited ...... Current Peel Investments RHADS (IOM) Limited ...... Current Peel Land (CL) Limited ...... Current Peel Land (INCE) Limited ...... Current Peel Land (Intermediate) Limited ...... Current Peel Land (IOM) Limited ...... Current Peel Land (No.2) Limited ...... Current Peel Land (Red City) Limited ...... Current Peel Land and Property (Ardrossan) Limited ...... Current Peel Land and Property (Greenock Harbours) Limited ...... Current Peel Land and Property (I Topco) Limited ...... Current Peel Land and Property (James Watt Dock) Limited ...... Current Peel Land and Property (Liverpool) Limited ...... Current Peel Land and Property (No.2) Limited ...... Current Peel Land and Property (Ports No.3) Limited ...... Current Peel Land and Property (Ports) Limited ...... Current Peel Land and Property Holdings (CL) Limited ...... Current Peel Land and Property Holdings Limited ...... Current Peel Land and Property Investments (CL) Limited ...... Current Peel Land and Property Investments Plc ...... Current Peel Land and Property Limited ...... Current Peel Land Holdings Limited ...... Current Peel Land Ince (No.1) Limited ...... Current Peel Land Ince (No.2) Limited ...... Current

227 Status (Current/ Company Previous) Peel Land Limited ...... Current Peel Leisure (Operations) Limited ...... Current Peel Leisure (Operations) No.2 Limited ...... Current Peel Leisure (Properties) Limited ...... Current Peel Leisure Developments Limited ...... Current Peel Leisure Group Limited ...... Current Peel Leisure Holdings (IOM) Limited ...... Current Peel Leisure Holdings Limited ...... Current Peel Leisure Management Limited ...... Current Peel Leisure Operations No.1 Limited ...... Current Peel Leisure Operations No.3 Limited ...... Current Peel Living Investments (IOM) Limited ...... Current Peel Living Investments (No.2) Limited ...... Current Peel Living Investments No.1 Limited ...... Current Peel Living Limited ...... Current Peel Management Holdings (IOM) Limited ...... Current Peel Management Limited ...... Current Peel Media (Holdings) Limited ...... Current Peel Media Development (Holdings) Limited ...... Current Peel Media Development Limited ...... Current Peel Media Digital (Holdings) Limited ...... Current Peel Media Digital Limited ...... Current Peel Media Facilities Limited ...... Current Peel Media Group Limited ...... Current Peel Media Hotels Limited ...... Current Peel Media Limited ...... Current Peel Media Living No.1 Limited ...... Current Peel Media Living No.2 Limited ...... Current Peel Media Lowry (Holdings) Limited ...... Current Peel Media Lowry Outlet Mall Limited ...... Current Peel Media Management (Holdings) Limited ...... Current Peel Media Management Limited ...... Current Peel Media Services (Holdings) Limited ...... Current Peel Media Services (Studios) Limited ...... Current Peel Media Studios Limited ...... Current Peel Media Wharfside (Holdings) Limited ...... Current Peel Media Wharfside Limited ...... Current Peel Mineral Resources Limited ...... Current Peel North East Limited ...... Current Peel North West Limited ...... Current Peel One Limited ...... Current Peel Overseas (Dormants) Limited ...... Current Peel Overseas Limited ...... Current Peel Pet Products Limited ...... Current Peel Ports (BIHL) Limited ...... Current Peel Ports (IDS) Limited ...... Current Peel Ports (IOM) Limited ...... Current Peel Ports (M43) Limited ...... Current Peel Ports Freight Limited ...... Current Peel Ports Group Limited ...... Current Peel Ports Holdings (CI) Limited ...... Current Peel Ports Holdings (IOM) Limited ...... Current Peel Ports Holdings (No.2) (IOM) Limited ...... Current Peel Ports Holdings Limited ...... Current Peel Ports Intermediate Holdco Limited ...... Current Peel Ports Investments (IOM) Limited ...... Current

228 Status (Current/ Company Previous) Peel Ports Investments Limited ...... Current Peel Ports Land and Property Investments (No.2) Limited ...... Current Peel Ports Land and Property Investments Limited ...... Current Peel Ports Limited ...... Current Peel Ports Operations Limited ...... Current Peel Ports UK Financeco Limited ...... Current Peel Properties (MSC) Limited ...... Current Peel Properties (N.W.) Limited ...... Current Peel Properties (S.E.) Limited ...... Current Peel Properties (S.W.) Limited ...... Current Peel Property (CL) Limited ...... Current Peel Property (Investments) Limited ...... Current Peel Property (No.2) Limited ...... Current Peel Property (Partnerships) Limited ...... Current Peel Property (SDL) Limited ...... Current Peel Property Holdings Limited ...... Current Peel Property Intermediate Limited ...... Current Peel Property Limited ...... Current Peel Red City Holdings Limited ...... Current Peel RT Holdings (IOM) Limited ...... Current Peel Scout Moor Services Limited ...... Current Peel Securities (N.W.) Limited ...... Current Peel Securities (S.E.) Limited ...... Current Peel Securities (S.W.) Limited ...... Current Peel South East Limited ...... Current Peel South West Limited ...... Current Peel Studios Holdings (IOM) Limited ...... Current Peel Telecommunications (Holdings) Limited ...... Current Peel Telecommunications Limited ...... Current Peel Two Limited ...... Current Peel Utilities Electricity Limited ...... Current Peel Utilities Holdings Limited ...... Current Peel Utilities Limited ...... Current Peel Utilities Services Limited ...... Current Peel Utilities Water Limited ...... Current Peel Venues Holdings (IOM) Limited ...... Current Peel Waste Holdings Limited ...... Current Peel Water Limited ...... Current Peel Water Networks Limited ...... Current Peel Water Services Holdings Limited ...... Current Peel Water Services Limited ...... Current Peel Water Solutions Limited ...... Current Peel Wind Farms (Asfordby) Limited ...... Current Peel Wind Farms (Blue Sky Forest) Limited ...... Current Peel Wind Farms (Broughton Lodge) Limited ...... Current Peel Wind Farms (FIT) Limited ...... Current Peel Wind Farms (Frodsham) Limited ...... Current Peel Wind Farms (Garleffan) Limited ...... Current Peel Wind Farms (Heysham) Limited ...... Current Peel Wind Farms (Management) Limited ...... Current Peel Wind Farms (No.1) Limited ...... Current Peel Wind Farms (Plenmeller) Limited ...... Current Peel Wind Farms (Projects) Limited ...... Current Peel Wind Farms (Seaforth) Limited ...... Current Peel Wind Farms (Sheerness) Limited ...... Current Port Falmouth Limited ...... Current

229 Status (Current/ Company Previous) Port of Liverpool Wind Farm Holdings Limited ...... Current Port of Liverpool Wind Farm Limited ...... Current Port of Sheerness Limited ...... Current Port of Sheerness Wind Farm Limited ...... Current Port Salford Limited ...... Current Portia World Travel Limited ...... Current Prime Renevables Wind Farms (Liverpool) Limited ...... Current Princes Dock Development Company Limited ...... Current Princes Dock Development Company No.4 Limited ...... Current Princes Dock Development Company No.5 Limited ...... Current Princes Dock Hotel Limited ...... Current Princes Dock Office No.12 Limited ...... Current Princes Dock Office No.8 Limited ...... Current Princes Dock Office No.9 Limited ...... Current Principal Management Company Limited ...... Current R T Acquisitions (Holdings) Limited ...... Current R T Acquisitions Limited ...... Current R T Salford Limited ...... Current Reddington Developments Limited ...... Current Reddington Finance Limited ...... Current Reddington Holdings Limited ...... Current RHADS Hotel Limited ...... Current Rio De Janeiro Land, Mortgage & Investment Agency Company Limited ...... Current Riverside Peel Limited ...... Current Rounded Thought Limited ...... Current Salta Company Investments Limited ...... Current Scout Moor Wind Farm Expansion Limited ...... Current Seaforth Windfarm Limited ...... Current Seawing Landguard International Limited ...... Current Sheffield Heliport Limited ...... Current Ship Canal Enterprises Limited ...... Current Ship Canal Investments Limited ...... Current Ship Canal Land Limited ...... Current Ship Canal Properties Limited ...... Current South Clyde Energy Centre Limited ...... Current South Yorkshire Emergency Services Centre Limited ...... Current Sudbrook Trading Estate Limited ...... Current The Beaumont Property Trust Limited ...... Current The Bridgewater Canal Company Limited ...... Current The Bridgewater Centre Management Company Limited ...... Current The Heart (MediaCity) Management Company Limited ...... Current The Manchester Ship Canal Company Limited ...... Current The Mersey Docks and Harbour Company Limited ...... Current The Pie Factory Limited ...... Current The Saddlery Investments Limited ...... Current The Trafford Centre PFS Limited ...... Current Tokenhouse Investments (IOM) Limited ...... Current Tokenhouse Investments Limited ...... Current Tokenhouse Limited ...... Current Tokenhouse Management Limited ...... Current Toll House Motors Limited ...... Current Trafford Centre Developments Limited ...... Current Trafford Centre Espana SL ...... Current Trafford Golf Centre Limited ...... Current Velida (No2) Limited ...... Current Velida Investments Limited ...... Current

230 Status (Current/ Company Previous) Woodside Business Park Limited ...... Current B.G. Freight Line Holding B.V...... Previous Barton Square Limited ...... Previous Colver Limited ...... Previous Conway Container Way Limited ...... Previous Doncaster Sheffield Airport Limited ...... Previous Durham Tees Valley Airport Limited ...... Previous Goodweather Investment Management Limited ...... Previous Liverpool Airport Hotel Car Park Limited ...... Previous Liverpool Airport Hotel Limited ...... Previous Liverpool Airport Limited ...... Previous Manchester Ship Canal Services Limited ...... Previous Mug Shot 2 Limited ...... Previous MVL20 Limited ...... Previous Northstream Holdings Limited ...... Previous Northstream Limited ...... Previous Peel Airports (Liverpool) Limited ...... Previous Peel Airports Limited ...... Previous Peel Airports Property Limited ...... Previous Peel Holdings (Wind Power) Limited ...... Previous Peel Land (CL) Limited ...... Previous Peel Leisure Hotels Limited ...... Previous Peel Media Services (I&S) Limited ...... Previous Peel Media Services (Post Production) Limited ...... Previous Peel Media Services (Resources) Limited ...... Previous Peel Ports (Isle of Grain) Limited ...... Previous Peel Wind Farms (Bilsthorpe) Limited ...... Previous Peel Wind Farms (UKC) Limited ...... Previous Peel Wind Power Holdings Limited ...... Previous Peel Wind Power Limited ...... Previous Pinewood Shepperton plc ...... Previous Portia Management Services Limited ...... Previous Redcity Developments Limited ...... Previous Sarazen Investments Limited ...... Previous Scout Moor Wind Farm (No2) Limited ...... Previous Scout Moor Wind Farm Limited ...... Previous Sheffield Business Park Phase 2 Limited ...... Previous Sheffield City Airport Limited ...... Previous The Trafford Centre Finance Limited ...... Previous The Trafford Centre Group (UK) Limited ...... Previous The Trafford Centre Group Limited ...... Previous The Trafford Centre Holdings Limited ...... Previous The Trafford Centre Investments Limited ...... Previous The Trafford Centre Limited ...... Previous Utilities Services (MediaCity UK) Limited ...... Previous Wakeley Brothers (Rainham, Kent) Limited ...... Previous

David Fischel Appointed Finance Director in 1988, Managing Director in 1992 and Chief Executive in March 2001. Mr Fischel qualified as a chartered accountant in 1983 at Touche Ross & Co before joining the Group in 1985. At Touche Ross, Mr Fischel worked in the corporate finance department with experience in acquisitions, flotations and capital raisings. During his 28 year career with Intu, Mr Fischel has gained significant executive experience in numerous aspects of the shopping centre industry including shopping centre acquisitions and developments. He has also been closely involved with the Group’s corporate development including equity and debt financings and a wide range of other corporate transactions, including the 2010 demerger of the Capital & Counties business from Intu.

231 In addition to his directorship of Intu and any directorships of companies in the Group, Mr Fischel holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) Cribbs Causeway JV Limited (alternate director) ...... Current Equity One, Inc...... Current Ferensway Limited ...... Current Mall-UK Limited (in liquidation) ...... Current Manchester JV Limited (alternate director) ...... Current Marlowe Investments (Kent) Limited ...... Current Parque Principado S.a.r.l...... Current Prozone Capital Shopping Centres Limited ...... Current St. David’s (Cardiff Residential) Limited ...... Current St. David’s (General Partner) Limited ...... Current St. David’s (No. 1) Limited ...... Current St. David’s (No. 2) Limited ...... Current Anchoraid Limited ...... Previous Barrett Brothers (London) Limited ...... Previous C&C Greenwich Limited ...... Previous C&C Management Services Limited ...... Previous C&C Properties (Jersey) Limited ...... Previous C&C Properties No.9 Limited ...... Previous C&C Properties UK Limited ...... Previous C&C (Southbank) Limited ...... Previous C&C (US) No.1, Inc ...... Previous C&C Delaware, Inc ...... Previous C&C Greenwich Limited ...... Previous C&C Management Services Limited ...... Previous C&C Properties (Jersey) Limited ...... Previous C&C Properties No.9 Limited ...... Previous C&C Properties UK Limited ...... Previous C&C Wincheap Limited ...... Previous Capco Covent Garden Limited ...... Previous Capco ECO Limited ...... Previous Capco Empress State LP Limited ...... Previous Capco Floral Place Limited ...... Previous Capco Group Treasury Limited ...... Previous Capcount Property Investment Company Limited ...... Previous Capital & Counties (Australia) Holdings Limited ...... Previous Capital & Counties Asset Management Limited ...... Previous Capital & Counties CG Limited ...... Previous Capital & Counties CG 9 Limited ...... Previous Capital & Counties CG (No.1) Limited ...... Previous Capital & Counties CG (No.2) Limited ...... Previous Capital & Counties CG Nominee Limited ...... Previous Capital & Counties CG Nominee 9 Limited ...... Previous Capital & Counties Limited ...... Previous Capital & Counties Properties PLC ...... Previous Capital & Counties U.S.A Inc ...... Previous Capital Park Management Limited ...... Previous Capital Enterprise Centres (Jersey) Limited (alternate director) ...... Previous Capvestco China Limited ...... Previous Capvestco Limited ...... Previous Covent Garden (43 Management) Limited ...... Previous Covent Garden (49 Wellington Street) Limited ...... Previous Covent Garden Restaurants Limited ...... Previous

232 Status (Current/ Company Previous) Earls Court & Olympia Catering Company Limited ...... Previous Earls Court & Olympia Group Limited ...... Previous Earls Court & Olympia Group Pension Trustees Limited ...... Previous Earls Court & Olympia Holdings Limited ...... Previous Earls Court & Olympia Licensing Limited ...... Previous Earls Court & Olympia Management Limited ...... Previous Earls Court and Olympia Events Limited ...... Previous Earls Court and Olympia Limited ...... Previous Earls Court and Olympia Productions Limited ...... Previous Earls Court Limited ...... Previous Empress Place Limited ...... Previous Earls Court Property Limited ...... Previous Earls Court Real Estate Limited ...... Previous Earls Court Realty Limited ...... Previous Ecando Systems Limited ...... Previous Femston Limited ...... Previous Greenhaven Securities Limited ...... Previous G.S. Associates Holding Corp ...... Previous Kestrel Properties Limited ...... Previous Liberty International Capital (Five) Limited ...... Previous Liberty International Capital (Four) Limited ...... Previous Liberty International Capital (Six) Limited ...... Previous Liberty International Capital (Three) Limited ...... Previous Liberty International Developments Limited ...... Previous Liberty International Project Managements Limited ...... Previous Liberty Life Assurance Limited ...... Previous Liberty Retail Properties Limited ...... Previous Matterhorn Capital EC&O Limited ...... Previous N.A.R. Limited ...... Previous Olympia Conferences Limited ...... Previous Olympia Exhibitions Limited ...... Previous Olympia Limited ...... Previous Olympia Property Limited ...... Previous Opex Exhibitions Limited ...... Previous Polo at Olympia Limited ...... Previous Potteries Management Limited ...... Previous Prozone International Limited ...... Previous Prozone Liberty International Limited ...... Previous Qudos Broadband Limited ...... Previous Rock Garden Limited ...... Previous Santaland Events Limited ...... Previous Sible (Two) Limited ...... Previous St James Capital ECO Holdings Limited ...... Previous St James Capital G Gate Property Limited ...... Previous St James Capital Maclise Road Limited ...... Previous St James Capital Olympia Two Limited ...... Previous St James Capital Seagrave Road Limited ...... Previous Sytrix IT Services Limited ...... Previous The Brewery by EC&O Limited ...... Previous The Earls Court & Olympia Charitable Trust ...... Previous The Environment, Wildlife and Conservation Exhibition and Conference Limited ...... Previous Tuttons Brasserie Limited ...... Previous

Matthew Roberts Appointed as Finance Director on 3 June 2010. Mr Roberts was previously the Finance Director of Debenhams plc from 1996 to 2003, and Chief Financial Officer of Gala, subsequently Gala Coral

233 Group Ltd, from 2004 to 2008. Mr Roberts is a fellow of the Institute of Chartered Accountants in England and Wales, and has gained significant executive level finance experience in his previous positions at Debenhams plc, where he managed its 1998 IPO and ran its international business and property function, and at Gala where he led a number of acquisitions and fundraisings including the creation of a £3 billion debt package following the acquisition of Coral. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Roberts holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) St. David’s (Cardiff Residential) Limited ...... Current St. David’s (General Partner) Limited ...... Current St. David’s (No.1) Limited ...... Current St. David’s (No.2) Limited ...... Current Gala Coral Group Limited ...... Previous Gala Coral Nominees Limited ...... Previous Gala Electric Casinos Limited ...... Previous Gala Group Finance Limited ...... Previous Wellesley House & St Peter’s Court Educational Trust Limited ...... Previous

Ad`ele Anderson Appointed a Non-Executive Director on 22 February 2013 and Chairman of the Audit Committee from 1 August 2013. Adele` Anderson commenced her career at KPMG where she became a partner and held a number of senior roles, including Chief Financial Officer. She is currently Chairman of the Audit Committee of Save the Children International and a member of the easyJet plc Audit Committee. Adele` graduated from Kent University with BSc Hons in Mathematics and Computer Science. She is a qualified ACA. She has gained extensive financial experience throughout her career and has significant Audit Committee experience. In addition to her directorship of Intu and any directorships of companies in the Group, Ms Anderson holds or has held in the past five years the following directorships and been a partner in the following partnerships.

Status (Current/ Company Previous) easyJet plc ...... Current Save the Children Fund ...... Current Save the Children International ...... Current The Save The Children Alliance Trading Limited ...... Current Save The Children UK ...... Current Equaterra UK Ltd ...... Previous K Nominees Limited ...... Previous KPMG Audit Holdings Limited ...... Previous KPMG Audit plc ...... Previous KPMG Business Intelligence Limited ...... Previous KPMG CW Properties Limited ...... Previous KPMG Europe Holdings Limited ...... Previous KPMG Europe LLP ...... Previous KPMG Holdings Limited ...... Previous KPMG IT Advisory Limited ...... Previous KPMG LLP...... Previous KPMG No 1 Limited ...... Previous KPMG Nominees No 2 Limited ...... Previous KPMG Nominees No 3 Limited ...... Previous KPMG Secretarial No 1 Limited ...... Previous KPMG Secretarial No 2 Limited ...... Previous

234 Status (Current/ Company Previous) KPMG Sourcing Limited ...... Previous KPMG UK Limited ...... Previous KPMG United Kingdom plc ...... Previous Morgan Chambers Europe Limited ...... Previous

Richard Gordon Appointed a Non-Executive Director in May 2010. Mr Gordon previously served as a Non-Executive Director of Capital Shopping Centres PLC between 1996 and 2006 and was appointed as an alternate Director in respect of Graeme Gordon’s directorship of the Group in 2001. He has also served on the boards of a number of companies within the Liberty Life Group and various companies within the commercial and residential real estate sector, mainly in South Africa. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Gordon holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) Richland Developments (Ham) Limited ...... Current Richland Developments (Southfield) Limited ...... Previous

Andrew Huntley Appointed a Non-Executive Director on 8 July 2009 and Senior Independent Director with effect from 1 August 2013. Mr Huntley’s career commenced some 40 years ago with Richard Ellis where he served as Chairman from 1993 until 2002. He was a Non-Executive Director of Pillar Property plc from 2000 to 2005 and Chairman of Metric Property Plc from 2010 to 2013. Mr Huntley is a Chartered Surveyor and experienced property advisor. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Huntley holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) Ashfern Developments Limited ...... Current Capital & Counties Properties PLC ...... Current Ashfern Services Limited ...... Previous Catella Property Group ...... Previous London Metric Property plc ...... Previous Metric Property Investments PLC ...... Previous Panceltica Holdings Limited ...... Previous Real Office Group PLC ...... Previous The Miller Group Limited ...... Previous

Louise Patten Appointed a Non-Executive Director on 22 September 2011. Lady Patten began her career at Citibank, working mainly in retail financial services until she joined global strategy advisers Bain & Company Inc in 1993 where since 1997 she has been a Senior Advisor. Lady Patten has extensive board level experience at a number of retail and property companies including as Chairman of Brixton plc and Interim Chairman of Somerfield plc, and Non-Executive roles at Marks & Spencer plc, where she chaired the Remuneration Committee, GUS plc, Hilton Group plc and Harveys Furnishings plc. In addition to her directorship of Intu and any directorships of companies in the Group, Lady Patten holds or has held in the past five years the following directorships. She has not been a partner in any partnerships during the past five years.

235 Status (Current/ Company Previous) Control Risks Group Holdings Limited ...... Current Bradford & Bingley PLC ...... Previous Brixton Limited ...... Previous Brixton Pension Trustees Limited ...... Previous Marks and Spencer Group PLC ...... Previous Northern Rock (Asset Management) PLC ...... Previous UK Asset Resolution Limited ...... Previous

Neil Sachdev Appointed a Non-Executive Director in November 2006. Neil Sachdev joined Tesco PLC in 1978, where he was Property Director before joining J Sainsbury PLC as Commercial Director in March 2007. He was subsequently appointed Property Director of J Sainsbury PLC in June 2010 and held this position until leaving J Sainsbury PLC in March 2014. Mr Sachdev has an MBA from Stirling University and has gained significant experience in retail, environment and property matters throughout his career. Mr Sachdev is a member of the Business Innovation and Skills Board on Green Construction and the Construction Leadership Council. He was also appointed to the Joint Advisory Board of the Grantham Institute for Climate Change in 2010. Mr Sachdev is Chairman of the Remuneration Committee. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Sachdev holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) Clevertec Limited ...... Current IGD Services Limited ...... Current Querkus Limited ...... Current Sixth Sense Partnership Limited ...... Current The Institute of Grocery Distribution ...... Current Arcus FM Limited ...... Previous Ballyowan Limited ...... Previous Barleygold Limited ...... Previous BL Crawley ...... Previous BL Sainsbury Superstores Limited ...... Previous BL Superstores (Funding) Ltd ...... Previous BL Superstores Finance PLC ...... Previous BLS Non Securitised 2012 1 Limited ...... Previous BLS Non Securitised 2012 2 Limited ...... Previous BLSSP (Cash Management) Limited ...... Previous BLSSP (Lending) Limited ...... Previous BLSSP (PHC 1) Limited ...... Previous BLSSP (PHC 1 2010) Limited ...... Previous BLSSP (PHC 1 2012) Limited ...... Previous BLSSP (PHC 10) Limited ...... Previous BLSSP (PHC 11) Limited ...... Previous BLSSP (PHC 12) Limited ...... Previous BLSSP (PHC 13) Limited ...... Previous BLSSP (PHC 14) Limited ...... Previous BLSSP (PHC 15) Limited ...... Previous BLSSP (PHC 16) Limited ...... Previous BLSSP (PHC 17) Limited ...... Previous BLSSP (PHC 18) Limited ...... Previous BLSSP (PHC 19) Limited ...... Previous BLSSP (PHC 2 2010) Limited ...... Previous BLSSP (PHC 2) Limited ...... Previous BLSSP (PHC 20) Limited ...... Previous

236 Status (Current/ Company Previous) BLSSP (PHC 21) Limited ...... Previous BLSSP (PHC 22) Limited ...... Previous BLSSP (PHC 23) Limited ...... Previous BLSSP (PHC 24) Limited ...... Previous BLSSP (PHC 25) Limited ...... Previous BLSSP (PHC 26) Limited ...... Previous BLSSP (PHC 27) Limited ...... Previous BLSSP (PHC 28) Limited ...... Previous BLSSP (PHC 3) Limited ...... Previous BLSSP (PHC 30) Limited ...... Previous BLSSP (PHC 31) Limited ...... Previous BLSSP (PHC 32) Limited ...... Previous BLSSP (PHC 33) Limited ...... Previous BLSSP (PHC 34) Limited ...... Previous BLSSP (PHC 35) Limited ...... Previous BLSSP (PHC 4) Limited ...... Previous BLSSP (PHC 5) Limited ...... Previous BLSSP (PHC 6) Limited ...... Previous BLSSP (PHC 7) Limited ...... Previous BLSSP (PHC 9) Limited ...... Previous BLSSP Property Holdings Limited ...... Previous British Land Superstores (Non-Securitised) ...... Previous Clarendon Property Company ...... Previous East Walls Nominees No.1 Limited ...... Previous East Walls Nominees No.2 Limited ...... Previous Harvest 2 GP Limited ...... Previous Harvest 2 Selly Oak Limited ...... Previous Harvest GP Limited ...... Previous Harvest Nominee No.1 Limited ...... Previous Harvest Nominee No.2 Limited ...... Previous JSD (London) Limited ...... Previous Oxford Road Land Limited ...... Previous Pencilscreen Limited ...... Previous Ramheath Properties Limited ...... Previous Reef Investments Limited ...... Previous Romford Developments Limited ...... Previous S.W. Dewsbury Limited ...... Previous Sainsbury Bridgeco Holdco Limited ...... Previous Sainsbury Bridgeco Propco Limited ...... Previous Sainsbury Holdco A Limited ...... Previous Sainsbury Holdco B Limited ...... Previous Sainsbury Propco A Limited ...... Previous Sainsbury Propco B Limited ...... Previous Sainsbury Propco C Limited ...... Previous Sainsbury Propco D Limited ...... Previous Sainsbury’s Supermarkets Limited ...... Previous Sainsbury’s Supermarkets Limited (NI company) ...... Previous Selected Land and Property Company ...... Previous Stamford Properties (Dorking) Limited ...... Previous Ten Fleet Place ...... Previous Vyson ...... Previous Vauxhall Storage Limited ...... Previous

Andrew Strang Appointed as a Non-Executive Director on 8 July 2009. Mr Strang started his career with Richard Ellis 39 years ago. He served as Managing Director of Threadneedle Property Investments Limited for 17 years

237 until January 2008. He was Chairman of Hermes Real Estate Investment Management from 2009 to 2011. He was a Director of the British Property Federation from 1994 to 2013, and is a current member of the Norges Bank Investment Real Estate Advisory Board and a member of the Investment and Governance Committees at AEW UK. Mr Strang is a chartered surveyor and has substantially focused on property investment throughout his career. In addition to his directorship of Intu and any directorships of companies in the Group, Mr Strang holds or has held in the past five years the following directorships and has been a partner in the following partnerships.

Status (Current/ Company Previous) Capital & Counties Properties PLC ...... Current Evergreen Members LLP ...... Current British Property Federation ...... Previous Hermes Real Estate Investment Management Limited ...... Previous

7.2 President for Life Sir Donald Gordon retired as Chairman of Intu at the end of June 2005 but has continued his association with the Company by holding an interest in the Company, as part of the Gordon Family Interests and in his capacity as President for Life.

7.3 Senior Management The Senior Management and their principal functions are as follows: Name Position Mike Butterworth ...... Chief Operating Officer Martin Ellis ...... Construction Director Hugh Ford ...... General Corporate Counsel Susan Marsden ...... Group Company Secretary Trevor Pereira ...... Digital and Commercial Director Peter Weir ...... Group Financial Controller Brief biographical details of the Senior Management are as follows:

Mike Butterworth Appointed as Chief Operating Officer on 3 October 2011. A fellow of the Royal Institution of Chartered Surveyors, Mike joined the Manchester Ship Canal Company, now part of the Peel Group, in 1981, and became Property Director of Peel Holdings in 2002. He has extensive experience in the shopping centre industry having served as Managing Director of The Trafford Centre Limited from 1996, responsible for the opening of the centre in 1998, until 2011 when the Trafford Centre was acquired by Intu. In addition to any directorships of companies in the Group, Mike Butterworth holds or has held no directorships in the past five years. He has not been a partner in any partnerships during the past five years.

Martin Ellis Appointed a director of Capital Shopping Centres PLC on 1 October 2005. Initially joined the Group in 1990, and was appointed in 2008 as Managing Director, Liberty International Construction and Development Limited. Following the demerger of the Capital & Counties business in May 2010 he reverted to being Intu’s Construction Director responsible for development and construction projects.

238 In addition to any directorships of companies in the Group, Martin Ellis holds or has held in the past five years the following directorships. He has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) Capco Floral Place Limited ...... Previous St. David’s (Cardiff Residential) Limited ...... Previous St. David’s (General Partner) Limited ...... Previous St. David’s (No. 1) Limited ...... Previous St. David’s (No. 2) Limited ...... Previous

Hugh Ford Appointed General Corporate Counsel to the Group in 2003. Previously he was General Manager Legal at Virgin Atlantic Airways and before that a commercial lawyer with British Airways Plc. He qualified as a solicitor in 1992 with Freshfields. In addition to any directorships of companies in the Group, Hugh Ford holds or has held no directorships in the past five years. He has not been a partner in any partnerships during the past five years.

Susan Marsden Joined the Group as Company Secretary in 2000. Fellow of the Institute of Chartered Secretaries and Administrators. Commenced her career at the London Stock Exchange, and has been Company Secretary of two FTSE real-estate sector companies prior to joining the Group. In addition to any directorships of companies in the Group, Susan Marsden holds or has held in the past five years the following directorships. She has not been a partner in any partnerships during the past five years.

Status (Current/ Company Previous) C&C Properties (Jersey) Limited ...... Previous Capco Covent Garden Limited ...... Previous Capco Group Treasury Limited ...... Previous Capital & Counties CG (No.1) Limited ...... Previous Capital & Counties CG (No.2) Limited ...... Previous Capvestco China Limited ...... Previous Capvestco Limited ...... Previous N.A.R. Limited ...... Previous Qudos Broadband Limited ...... Previous

Trevor Pereira Joined the Group in 2007 as Commercial Director, Capital Shopping Centres PLC. He was appointed Group Commercial Director in October 2011 and Digital and Commercial Director in November 2013. He previously worked for airport group BAA plc for 21 years, latterly as Retail and Commercial Director for Heathrow Airport. In addition to any directorships of companies in the Group, Trevor Pereira holds or has held in the past five years the following directorships. He has not been a partner in any partnerships in the last five years.

Status (Current/ Company Previous) Capco Floral Place Limited ...... Previous

Peter Weir Joined the Group in October 2008 as Group Financial Controller. Previously worked in a number of finance roles in both listed and privately owned companies, lastly before joining the Group as Finance Director—Europe at Fidelity International. He is a member of ICAS.

239 In addition to any directorships of companies in the Group, Peter Weir holds or has held no directorships in the past five years. He has not been a partner in any partnerships during the past five years.

8 Directors’ and Senior Management’s interests Save as set out in paragraphs 8.1 and 8.2 below, no Director or member of Senior Management has any interests (beneficial or non-beneficial) in the share capital of the Company or any of its subsidiaries.

8.1 Directors’ and Senior Management’s shareholdings As at 17 March 2014 (being the latest practicable date prior to the publication of this document), the Directors collectively held 198,341,548 Existing Shares. As at 17 March 2014 (being the latest practicable date prior to the publication of this document), members of the Senior Management collectively held 62,715 Existing Shares. The interests (all of which are beneficial unless otherwise stated) of the Directors and Senior Management (as well as their immediate families) in the share capital of Intu or (so far as is known or could with reasonable diligence be ascertained by the relevant Director or Senior Manager) interests of a person connected (within the meaning of Section 96B of the FSMA) with a Director or Senior Manager so far as is known to or could, with reasonable diligence, be ascertained by the relevant Directors or Senior Managers as at 17 March 2014 (being the latest practicable date prior to the date of this document), and as they are expected to be immediately following completion of the Rights Issue (assuming each of the Directors and Senior Management take up their Rights Issue Entitlements in full) are as follows:

Immediately following completion As at 17 March 2014 of the Rights Issue Percentage of Number of New Percentage of issued share and Existing Enlarged Issued Existing Shares capital Shares Share Capital (Number) (%) (Number) (%) Chairman Patrick Burgess MBE ...... 29,266 0.003 37,627 0.003 Executive Directors David Fischel ...... 666,987 0.068 857,554 0.068 Matthew Roberts ...... 64,699 0.007 83,184 0.007 Non-Executive Directors Adele` Anderson ...... 13,712 0.001 17,629 0.001 Richard Gordon ...... 5,436,526 0.558 6,989,819 0.558 Andrew Huntley ...... 18,000 0.002 23,142 0.002 Louise Patten ...... 10,000 0.001 12,857 0.001 Neil Sachdev ...... 0 0.000 0 0.000 Andrew Strang ...... 0 0.000 0 0.000 John Whittaker ...... 192,102,358 19.726 246,988,746 19.726 Senior Management Mike Butterworth ...... 9,000 0.001 11,571 0.001 Martin Ellis ...... 10,000 0.001 12,857 0.001 Hugh Ford ...... 15,899 0.002 20,441 0.002 Susan Marsden ...... 8,443 0.001 10,855 0.001 Trevor Pereira ...... 9,854 0.001 12,669 0.001 Peter Weir ...... 9,519 0.001 12,238 0.001

8.2 Directors’ and Senior Management share options and awards As at 17 March 2014 (being the latest practicable date prior to the publication of this document), the following conditional awards of Ordinary Shares had been made to Directors or Senior Management and remain outstanding under Intu’s annual bonus scheme. The awards comprise Share Incentive Plan (‘‘SIP’’) shares which are held in trust for a period of five years to qualify for full tax advantages. The Company is also able to award ‘‘Restricted’’ and ‘‘Additional’’ shares, the latter usually being equal to 50 per cent. of the Restricted and SIP shares combined. The Restricted and Additional shares are released respectively two and four years after the date of the award provided the individual Director or Senior Manager has remained in service.

240 Certain employees and the Directors are eligible to participate in a partnership scheme in which they can save money from their pre-tax salary to purchase Ordinary Shares (‘‘Partnership Shares’’). For every two Partnership Shares purchased, the participating employees receive one free Ordinary Share (one free Ordinary Share for every four Partnership Share purchased for years prior to 2008) (‘‘Matching Shares’’). The Partnership Shares are purchased annually using savings accumulated over the 12-month period. Partnership and Matching Shares must then be kept in trust for five years in order to qualify for full tax advantages. The dividend payable in respect of the Ordinary Shares held in trust is used to purchase additional Ordinary Shares (‘‘Dividend Shares’’) which are also held in trust. The Dividend Shares are generally required to be held in trust for a minimum period of three years from the date of acquisition.

Year Restricted Partnership Matching Dividend Director/Senior Manager Awarded Shares SIP Shares Shares Shares Shares David Fischel ...... 2002 — 529 — — 21 2003 — 531 265 66 47 2004 — 412 259 65 68 2005 — 306 197 49 76 2006 — 272 156 39 85 2007 — 248 128 32 99 2008 — 302 148 74 154 2009 — — 335 168 45 2010 — — 367 183 237 2011 — 775 399 200 275 2012 153,795 892 463 231 382 2013 123,283 895 458 229 416 Matthew Roberts ...... 2011 — 775 — — 29 2012 113,170 892 462 231 99 2013 94,626 895 458 229 152 Mike Butterworth ...... 2012 52,307 892 — — 37 2013 55,335 895 — — 68 Martin Ellis ...... 2002 — 529 — — 21 2003 — 442 — — 38 2004 — 412 — — 48 2005 — 306 — — 51 2006 — 272 156 39 58 2007 — 248 127 31 71 2008 — 302 149 76 116 2009 — — 334 167 36 2010 — — 367 183 189 2011 — 775 399 200 231 2012 20,536 892 — — 302 2013 17,388 895 — — 315 Hugh Ford ...... 2004 — 337 — — 11 2005 — 306 197 49 21 2006 — 272 156 39 34 2007 — 248 127 32 47 2008 — 302 149 74 83 2009 — — 334 167 26 2010 — — 367 184 147 2011 — 775 400 200 191 2012 58,631 892 463 231 285 2013 56,753 895 457 229 325 Susan Marsden ...... 2008 — — — 74 — 2009 — — — — 26 2010 — — — — 136 2011 — 775 — — 181 2012 14,732 892 463 231 116 2013 12,490 895 458 229 166 Trevor Pereira ...... 2008 — 302 — — 10 2009 — — 334 167 7

241 Year Restricted Partnership Matching Dividend Director/Senior Manager Awarded Shares SIP Shares Shares Shares Shares 2010 — — 367 183 57 2011 — 775 399 200 106 2012 20,536 892 463 231 186 2013 17,388 895 458 229 234 Peter Weir ...... 2010 — — 367 183 22 2011 — 775 399 200 73 2012 15,179 892 463 231 150 2013 13,208 895 457 229 199 As at 17 March 2014 (being the latest practicable date prior to the publication of this document), the following Directors and Senior Management held options and awards to subscribe for Shares, or were allocated Shares under the Intu Share Plans which may be satisfied by a subscription for Shares and are currently outstanding:

Number Year of share Exercisable Director/Senior Manager Granted Option Price options held between (pence) Intu Properties plc Unapproved Share Option Scheme David Fischel ...... 2009 271.69 649,648 2012–2019 2010 313 607,000 2013–2020 2012 336 309,000 2015–2022 Matthew Roberts ...... 2010 313 437,416 2013–2020 2012 336 238,000 2015–2022 Mike Butterworth ...... 2012 336 204,000 2015–2022 Martin Ellis ...... 2009 271.69 147,524 212–2019 2010 313 220,000 2013–2020 2012 336 109.000 2015–2022 Hugh Ford ...... 2012 336 153,000 2015–2022 Susan Marsden ...... 2012 336 80,000 2015–2022 Trevor Pereira ...... 2009 271.69 94,668 2012–2019 2010 313 201,000 2013–2020 2012 336 109,000 2015–2022 Peter Weir ...... 2009 271.69 68,241 2012–2019 2010 313 143,000 2013–2020 2012 336 84,000 2015–2022 Intu Properties plc Approved Share Option Scheme David Fischel ...... 2009 271.69 11,041 2012–2019 Matthew Roberts ...... 2010 313 9,584 2013–2020 Martin Ellis ...... 2009 271.69 11,041 2012–2019 Susan Marsden ...... 2009 271.69 11,041 2012–2019 Trevor Pereira ...... 2009 271.69 11,041 2012–2019 Peter Weir ...... 2009 271.69 11,041 2012–2019 All the above options were granted for nil consideration.

Number of nil cost Performance options/ shares Director/Senior Manager Award date PSP shares award price Exercisable between Intu Properties plc Performance Share Plan David Fischel ...... 21/05/2013 572,982 £3.57 21/05/2016–21/05/2023 Matthew Roberts ...... 21/05/2013 440,754 £3.57 21/05/2016–21/05/2023 Mike Butterworth ...... 21/05/2013 338,235 £3.57 21/05/2016–21/05/2023 Martin Ellis ...... 21/05/2013 126,048 £3.57 21/05/2016–21/05/2023 Hugh Ford ...... 21/05/2013 181,848 £3.57 21/05/2016–21/05/2023 Susan Marsden ...... 21/05/2013 61,797 £3.57 21/05/2016–21/05/2023 Trevor Pereira ...... 21/05/2013 126,048 £3.57 21/05/2016–21/05/2023 Peter Weir ...... 21/05/2013 65,433 £3.57 21/05/2016–21/05/2023

242 8.3 Other than as set out in paragraph 18 below or in the financial information referred to therein, none of the Directors or Senior Management has or has had any interest in any transaction which is or was unusual in its nature or conditions or is or was significant to the business of the Company and which was effected by any member of Intu in the current or immediately preceding financial year or which was effected during an earlier financial year and remains in any respect outstanding or unperformed. There are no guarantees provided by any member of Intu for the benefit of the Directors or Senior Management. 8.4 Within the period of five years preceding the date of this document, none of the Directors or Senior Management: 8.4.1 has had any convictions in relation to fraudulent offences; 8.4.2 has been a director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company) of any company at the time of any bankruptcy, receivership or liquidation of such company except: (i) David Fischel, who is a director of Mall-UK Limited (currently in members’ voluntary liquidation); (ii) John Whittaker, who was a director of Red City Developments Limited (dissolved following a creditors’ voluntary liquidation) and MVL20 Limited (dissolved following a members’ voluntary liquidation); or 8.4.3 has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company; 8.5 Other than as a result of any directorships of the Group, any interests in the share capital of the Company (as set out in paragraph 8.2 above) and any share options with the Company (as set out in paragraph 8.2 above), none of the Directors or Senior Management has any potential conflicts of interests between their duties to the Company and their private interests or other duties save as indicated below: 8.5.1 Andrew Huntley’s directorship of Capital & Counties Properties PLC; 8.5.2 Andrew Strang’s directorship of Capital & Counties Properties PLC and his committee memberships at Norges Bank Investment Management and AEW UK as set out in paragraph 7.1 of this Part X; and 8.5.3 John Whittaker’s directorship of those companies set out in paragraph 7.1 of this Part X.

9 Remuneration details, Directors’ service contracts and letters of appointment 9.1 Remuneration of Directors and Senior Management In the year ended 31 December 2013, the aggregate total remuneration paid (including contingent or deferred compensation) and benefits in kind granted (under any description whatsoever) to the Directors by members of the Group was £2.8 million. Under the terms of their service contracts and applicable incentive plans, in the year ended 31 December 2013, the Executive Directors were entitled to the remuneration and benefits set out below:

Annual bonus (cash and deferred 2013 total Salary/fees Benefits Pension shares) remuneration (£’000) Chairman Patrick Burgess MBE ...... 400 6 — — 406 Executive Directors David Fischel ...... 540 20 162 359 1,081 Matthew Roberts ...... 415 20 99 287 821

243 Board committee and Board fees other fees 2013 total (£’000) Non-Executive Directors Adele` Anderson (appointed 27 February 2013) ...... 48 10 58 Richard Gordon ...... 57 — 57 Andrew Huntley ...... 57 5 62 Louise Patten ...... 57 8 65 Rob Rowley (resigned 18 October 2013)* ...... 45 47 92 Neil Sachdev ...... 57 28 85 Andrew Strang ...... 57 5 62 John Whittaker ...... — — —

* Rob Rowley continued to provide services to the Company from his resignation date until 31 December 2013 at equivalent fee levels. Total fees in respect of those services were £18,392 and are included in ‘‘Board committee and other fees’’ above.

Annual bonus (cash and deferred 2013 total Salary Benefits Pension shares) remuneration(1) (£’000) Senior Management Aggregate amount paid to Senior Management .... 1,528 131 244 726 2,629

Note: (1) The total 2013 remuneration figure does not include the vesting of shares under the Group’s long term incentive plan during the year ended 31 December 2013, as disclosed in the Intu Annual Report 2013. No Director or Senior Manager received any expense allowances chargeable to UK income tax or compensation for loss of office/termination payment. The Non-Executive Directors did not receive any bonus payments or benefits. In the year ended 31 December 2013, no amount was set aside or accrued by the Group to provide pension, retirement or other benefits to the Directors save for the amounts set out in the table above.

9.2 UK-based Directors’ Benefits — Executive Directors’ Salary As at the date of this document, the salaries of the Executive Directors are as follows: David Fischel receives £545,480 per annum and Matthew Roberts receives £419,600 per annum.

Bonus In respect of year ended 31 December 2013, David Fischel received a cash bonus of £179,024 and deferred bonus shares with a value of £179,024. Matthew Roberts received a cash bonus of £143,417 and deferred bonus shares with a value of £143,417.

Share Plans and Options Executive Directors are eligible for the Company’s Bonus Scheme, Share Incentive Plan (‘‘SIP’’) and the Performance Share Plan (the ‘‘PSP’’), and were until the introduction of the PSP in 2013, eligible for the Company’s Share Option Schemes, whilst employed by the Company. Awards made to Directors under these schemes for the year ended 31 December 2013 are set out in the table in paragraph 8.2 of this Part X. Please refer to paragraph 14 of this Part X for a detailed description of the terms of the schemes described in this paragraph 9.2.

Insurance benefits As Executive Directors, David Fischel and Matthew Roberts are entitled to receive private medical insurance, life assurance and personal accident insurance. The medical insurance covers the Executive Director’s spouse and unmarried children under the age of 21 (or 24 if in full time education). The private medical insurance is a taxable benefit. The life assurance cover is four times salary. The personal accident insurance cover is a capital sum based on five times salary.

244 Subject to limitations set by the insurer, the Executive Directors are also provided with salary continuance cover of 50 per cent. of their salary, plus pension contributions, which would become payable after a continuous absence of 26 weeks owing to sickness or disability and is payable until retirement date, death or return to work.

Car allowances The Executive Directors are entitled to car allowances of £18,000 per annum. Such car allowances are non-pensionable.

Pensions The Executive Directors are eligible for membership of the Group’s personal pension arrangement (the ‘‘GPP’’), but the actual benefits provided are as follows: David Fischel was a member of the Group Retirement Benefit Scheme (the ‘‘Scheme’’) which closed in December 2009 and was fully wound up in 2011. He opted out from accrual of future benefit in the Scheme from April 2006 following a change in pension legislation and receives a taxable cash sum in lieu of the employer’s pension contributions. His benefits in the Scheme based on service to April 2006 were fully preserved on Scheme closure in December 2009 but have since been transferred to a personal arrangement. Matthew Roberts has chosen not to join the Group’s personal pension arrangement, but is eligible instead for a pension contribution of 24 per cent. of annual salary to be made to a pension arrangement of his choice. Following changes in the tax treatment of pension contributions, this contribution is now paid partly as a contribution to an approved arrangement and partly as a taxable cash sum. In addition to a personal pension, the Group also insures a dependants’ pension in the event of the death in service of an employee. David Fischel is insured for a dependants’ benefit equivalent to the benefit payable had the Scheme continued less the dependants’ pension preserved in the Scheme on closure. Matthew Roberts is insured for the normal dependants’ pension provided to members of the GPP, equivalent to 30 per cent. of salary.

Other benefits All Executive Directors are entitled to an interest-free travel season ticket loan. 9.2.1 Benefits — President for Life A life presidency fee of £150,000 per annum is paid to Sir Donald Gordon, the Group’s Life President and former Chairman who founded the Company in 1980. The Life Presidency fee was agreed by the Board at the time of his retirement in June 2005 in recognition of his outstanding contribution to the Group. The payment is payable for the remainder of Sir Donald Gordon’s life, and is secured by deed.

9.2.2 Benefits — Chairman and Deputy Chairman Under his letter of appointment, Patrick Burgess MBE was appointed as chairman of the Board of the Company with effect from 1 August 2008 and he is entitled to receive remuneration of £400,000 per annum for acting in the roles of Chairman and Director. This remuneration package is reviewable on an annual basis, the next such review being effective from 1 August 2014 and his role is terminable upon 12 months’ written notice from either party. He is also provided with business and secretarial support, use of car and driver from a third party provider at the expense of the Company when necessary for business purposes, private medical insurance, personal accident insurance and travel insurance on terms and at a cost equivalent to those provided to Executive Directors. John Whittaker was appointed Non-Executive Director and Deputy Chairman of the Company on 28 January 2011. No fee was payable under his letter of appointment. Pursuant to an agreement between the Company and Peel Management Limited dated 24 July 2013, a fee of £200,000 per annum is payable to Peel Management Limited in respect of the provision of a Non-Executive Director and an Alternate Director. Such fee is payable from 1 January 2013.

245 9.2.3 Benefits — Other Non-Executive Directors The Non-Executive Directors (excluding the Deputy Chairman) each receive an annual fee (basic annual fee plus any additional fee). Adele` Anderson receives £76,375, Richard Gordon receives £56,375, Andrew Huntley receives £76,375, Louise Patten receives £66,375, Neil Sachdev receives £89,375 and Andrew Strang receives £61,375 each on a per annum basis. These fees are reviewable at least once every two years. In the event of a successful takeover of the Company, the Chairman and the Non-Executive Directors (excluding the Deputy Chairman) will be entitled in certain limited circumstances to an additional payment of an amount calculated by reference to the amount of additional time spent in relation to such a takeover at a rate per diem, currently £2,000 per day. The Non-Executive Directors (excluding the Deputy Chairman) are not entitled to any contractual benefits and receive only their respective fees. Non-Executive Directors are entitled to benefit from the Group’s Directors’ and Officers’ Liability insurance scheme.

9.3 Benefits on termination In the event of the severance of the Executive Directors’ service contracts, it is provided that if any contractual notice period has not been worked, the employing company may pay a sum to the Executive Director in lieu of any required period of notice subject to the deduction of such income tax or other deductions required by law (‘‘PILON’’). Any such payment would, as a minimum, include salary to the end of the notice period. In the case of David Fischel, it also includes the payment of benefits. In the case of Matthew Roberts, the Company may elect either (i) to make a payment in lieu of the monetary cost of benefits or (ii) to continue to provide one or more of the benefits in respect of the notice period. In the event of situations involving breach of obligations to the Company or other circumstances of misconduct leading to dismissal, no payment will be made to the Executive Director except for the payment of the due proportion of accrued remuneration to date. Each of the Executive Directors may be placed on ‘‘garden leave’’ during their notice period. For the period of ‘‘garden leave’’, the Executive Director is entitled to receive his salary and all contractual benefits in accordance with the terms of his service contract. The maximum period of garden leave is six months. At the end of the garden leave period the Company may pay the balance of any period of outstanding notice in accordance with the PILON. Please also see paragraph 14 of this Part X for details of the benefits in relation to shares which may continue on termination.

9.4 Directors’ service contracts and letters of appointment Details of the Executive Directors’ notice periods under their service contracts are set out below:

Notice period– Notice period– Director Date of current contract/employing company from Company from Executive David Fischel ...... 12 July 1999 Intu Properties plc 12 months 12 months (formerly Capital Shopping Centres Group PLC) Matthew Roberts ...... 10 May 2010 Intu Management 12 months 12 months Services Limited (formerly CSC Management Services Limited) Other than the Chairman, who has a 12 month notice period, the Non-Executive Directors do not have service contracts or notice periods, although they each have letters of engagement reflecting their responsibilities and commitments. Under the Articles of Association, all Directors must retire by rotation and seek re-election by Shareholders at least every three years, or earlier if required under the Corporate Governance Code. The dates in the table below reflect the latest date for re-election. Except as described in paragraph 9.2 above, no compensation would be paid to the Chairman or to any Non-Executive Director in the event of early termination.

246 The original date of appointment as a Director of the Company and the latest date for the next re-election are as follows:

Latest date for next Director Date first appointed re-election David Fischel ...... 1 March 1988 2015 AGM Matthew Roberts ...... 3 June 2010 2014 AGM Patrick Burgess MBE ...... 1 January 2001 2014 AGM Adele` Anderson ...... 22 February 2013 2016 AGM Richard Gordon ...... 7 May 2010 2014 AGM Andrew Huntley ...... 8 July 2009 2014 AGM Louise Patten ...... 22 September 2011 2014 AGM Neil Sachdev ...... 1 November 2006 2016 AGM Andrew Strang ...... 8 July 2009 2015 AGM John Whittaker ...... 28 January 2011 2014 AGM

10 Board practices 10.1 Introduction The Corporate Governance Code recommends that at least half the members of the board of directors (excluding the chairman) of a public limited company incorporated in the United Kingdom should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement. The Group is currently in compliance with the Corporate Governance Code. Currently, the Board is composed of ten members, consisting of the Chairman, two Executive Directors and seven Non-Executive Directors, five of whom are independent. The roles of the Chairman and Chief Executive are distinct and separate, with a clear division of responsibilities. The Chairman leads the Board and ensures the effective engagement and contribution of all Non-Executive and Executive Directors. The Chief Executive has responsibility for all Group businesses and acts in accordance with the authority delegated by the Board. Responsibility for the development of policy and strategy and operational management is delegated to the Chief Executive and other Executive Directors. The Board has established Nomination and Review, Remuneration, and Audit Committees, with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

10.2 Nomination and Review Committee Patrick Burgess MBE (chairman), Andrew Huntley, Neil Sachdev and Louise Patten The Nomination and Review Committee comprises independent Non-Executive Directors, under the chairmanship of the Chairman of the Board. The Nomination and Review Committee meets a minimum of three times per year and as and when required. The Nomination and Review Committee is responsible for assisting the Board in the formal selection and appointment of Directors. It considers potential candidates and recommends appointments of new Directors to the Board. The appointments are based on merit and against objective criteria, including the time available to, and the commitment which will be required of, the potential director. It is also responsible for carrying out an annual performance evaluation of the Board, its committees and individual Directors. In addition, the Nomination and Review Committee makes recommendations to the Board as regards succession planning for both Executive and Non-Executive Directors. The Nomination and Review Committee takes into account the challenges and opportunities facing the Group and what skills and expertise are therefore needed on the Board in the future.

247 10.3 Remuneration Committee Neil Sachdev (chairman), Ad`ele Anderson and Louise Patten The members of the Remuneration Committee comprise independent Non-Executive Directors. The Remuneration Committee is responsible for determining and agreeing with the Board the broad policy for the remuneration of the Chief Executive, the Chairman and such other members of the executive management as it is designated to consider. The Remuneration Committee, within the terms of the agreed policy, determines the total individual remuneration package of each Executive Director. In addition, the Remuneration Committee ensures that provisions regarding disclosure of remuneration are fulfilled. The Remuneration Committee makes recommendations to the Board on the remuneration arrangements for the Executive Directors and the Chairman. No Director is involved in decisions as to his or her own remuneration

10.4 Audit Committee Ad`ele Anderson (chairman), Neil Sachdev and Andrew Strang All members of the Audit Committee are independent Non-Executive Directors. The Audit Committee holds at least four meetings each year, each of which are held prior to the publication and release of the interim management statements and the release of interim and annual financial statements. Further meetings may be called as required. The internal and external auditors have the right to attend meetings. The relevant Executive Directors, Intu’s legal advisers and other persons may, by invitation from the Audit Committee, attend meetings. At least once per annum, the Audit Committee may, if it so requires, meet privately with the external auditors. The Audit Committee is responsible for: • assisting the Board in discharging its responsibilities and in making all relevant disclosures in relation to the financial affairs of Intu; • reviewing accounting policies and financial reporting and regulatory compliance; • reviewing Intu’s system of internal control; and • monitoring Intu’s processes for internal audit, risk management and external audit.

11 Significant shareholdings 11.1 As at 17 March 2014 (being the latest practicable date prior to the publication of this document), the Company had been notified of or was otherwise aware of the following Shareholders who were directly or indirectly interested in 3 per cent. or more of the issued Ordinary Shares: As at 17 March 2014 Approximate percentage of the voting rights attached to the issued share Ordinary Shares capital(1) The Wider Peel Group ...... 192,102,358 19.73 Coronation Asset Management (Pty) Limited ...... 136,288,534 13.99 Gordon Family Interests ...... 92,143,204 9.46 BlackRock Inc ...... 52,301,369 5.37 Public Investment Corporation ...... 35,565,906 3.65

Note: (1) The percentages shown above are calculated using the current total number of shares in issue, which was 973,845,701, as at 17 March 2014. 11.2 Save as disclosed in this paragraph 11, Intu is not aware of any person who as at 17 March 2014 (being the latest practicable date prior to the publication of this document), directly or indirectly, has a holding which exceeds the threshold of 3 per cent. or more of the total voting rights attaching to its issued share capital.

248 11.3 Intu is not aware of any persons who, as at 17 March 2014 (being the latest practicable date prior to the publication of this document), directly or indirectly, jointly or severally, exercise or could exercise control over Intu nor is it aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company. 11.4 None of the Shareholders referred to in this paragraph 11 has different voting rights from any other holder of Ordinary Shares in respect of any Ordinary Shares held by them.

12 Subsidiaries Intu is the parent company of the Group. The following table contains a list of the principal subsidiaries of Intu (each of which is considered by Intu to be likely to have a significant effect on the assessment of the assets, liabilities, the financial position and/or the profits and losses of Intu).

Percentage ownership interest and Country of Name voting power Field of activity incorporation Registered office Barton Square Limited .... 100 Property England and Wales 40 Broadway Belside Limited ...... 100 Property Jersey 22-24 Seale Street, St. Helier, Jersey Braehead Glasgow Limited . . 100 Property England and Wales 40 Broadway Braehead Park Estates Limited ...... 100 Property England and Wales 40 Broadway Braehead Park Investments Limited ...... 100 Property England and Wales 40 Broadway Broadmarsh Retail General Partner Limited acting as General Partner of The Broadmarsh Retail Limited Partnership ...... 100 Property England and Wales 40 Broadway Chapelfield GP Limited acting as General Partner of the Chapelfield Partnership ...... 100 Property England and Wales 40 Broadway Curley Limited ...... 100 Property Jersey 22-24 Seale Street, St. Helier, Jersey Intu Braehead Limited as partner in the Braehead Leisure Partnership ..... 100 Property England and Wales 40 Broadway Intu Braehead Leisure Limited as partner in the Braehead Leisure Partnership ...... 100 Property England and Wales 40 Broadway Intu Bromley Limited ..... 100 Property England and Wales 40 Broadway Intu Debenture plc ...... 100 Financing England and Wales 40 Broadway IntuDigital Limited ...... 100 Online retailer England and Wales 40 Broadway Intu Eldon Square Limited . . 100 Property England and Wales 40 Broadway Intu Experiences Limited . . . 100 Commercial promotion England and Wales 40 Broadway Intu (Jersey) Limited ...... 100 Finance Jersey 22-24 Seale Street, St. Helier, Jersey Intu Lakeside Limited ..... 100 Property England and Wales 40 Broadway Intu Midsummer Limited . . . 100 Property England and Wales 40 Broadway Intu Properties Investment Limited ...... 100 Property England and Wales 40 Broadway Intu Retail Services Limited . 51 Facilities management England and Wales 40 Broadway Intu (SGS) Finco Limited . . . 100 Security group company England and Wales 40 Broadway Intu (SGS) Limited ...... 100 Holding company England and Wales 40 Broadway Intu Shopping Centres plc . . 100 Property England and Wales 40 Broadway Intu Uxbridge Limited ..... 100 Property Jersey 22-24 Seale Street, St. Helier, Jersey Intu Watford Limited ..... 100 Property England and Wales 40 Broadway Liberty International Group Treasury Limited ...... 100 Treasury management England and Wales 40 Broadway Liberty International Holdings Limited ...... 100 Holding company England and Wales 40 Broadway

249 Percentage ownership interest and Country of Name voting power Field of activity incorporation Registered office Metrocentre GP Limited acting as general partner of The Metrocentre Partnership ...... 100 Property England and Wales 40 Broadway Nailsfield Limited ...... 100 Holding company Mauritius IFS Court, Ebene, Mauritius Parque Principado S.a.r.l.(1) . . 71 Holding company Luxembourg 7 rue Robert Stumper,¨ L-2557 Luxembourg Parque Principado S.L. .... 71 Property Spain Ayala 66, 28001, Madrid, Spain Potteries (GP) Limited acting as General Partner of The Potteries Shopping Centre Limited Partnership ..... 100 Property England and Wales 40 Broadway Principado Numero Dos S.L. 71 Property Spain Ayala 66, 28001, Madrid, Spain Steventon Limited ...... 100 Property Jersey 22-24 Seale Street, St. Helier, Jersey The Trafford Centre Finance Limited ...... 100 Finance Cayman Islands Ugland House, George Town, Cayman Islands The Trafford Centre Limited . 100 Property England and Wales 40 Broadway VCP (GP) Limited acting as General Partner of The Victoria Centre Partnership...... 100 Property England and Wales 40 Broadway WRP Management Limited . . 100 Property England and Wales 40 Broadway

Note: (1) Canada Pension Plan Investment Board have by way of their share of equity and debt, a 49 per cent. economic interest in Parque Principado S.a.r.l.

13 Employees As at 31 December 2013, the Group had 2,027 employees:

As at 31 December 2013 2012 2011 Group ...... 2,027 645 624

On 1 April 2013 Intu and Europa Support Services Limited launched a joint venture with the creation of Intu Retail Services Limited. This joint venture was launched to deliver total facilities managements to all Intu shopping centres across the UK and employs all facilities service staff based at the shopping centres. Such staff were previously either employed directly by the Group, or by outsourced service providers such as Europa Support Services Limited. As at 31 December 2013, 1,728 staff were employed by Intu Retail Services Limited. They are included in the 2,027 employees of the Group.

14 The Intu Properties plc Share Plans The Company has established five employee share incentive arrangements which comprise an approved and unapproved share option scheme, a performance share plan, an annual performance-related bonus scheme and an approved share incentive plan (together, the ‘‘Intu Share Plans’’). The benefits of each of the employee share incentive arrangements are not pensionable and not assignable. The Remuneration Committee (the ‘‘Committee’’) is responsible for all the employee share incentive arrangements and approves the grant of all benefits or options under the Intu Share Plans in accordance with the Corporate Governance Code. The basic terms of the Intu Share Plans may not be altered to the advantage of participants without Shareholder approval. The Company has established and funds an employee benefit trust (the ‘‘EBT’’) which acquires and holds Ordinary Shares which it makes available for the purposes of various of the Intu Share Plans.

250 Brief details of these arrangements are as follows:

14.1 The Intu Properties plc Approved Share Option Scheme (the ‘‘Approved Scheme’’) As at 17 March 2014 (being the latest practicable date prior to the publication of this document), options over a total of 568,610 Ordinary Shares were outstanding under the Approved Scheme with a weighted average exercise price of 310 pence per Ordinary Share. The Approved Scheme has been approved by HMRC.

Eligibility Full-time Directors and employees of the Group selected by the Committee are eligible to participate. Participants are selected by the Committee in its absolute discretion.

Exercise price Options are granted at an exercise price which is not less than the market value of an Ordinary Share on the date of grant (or such other day as agreed with HMRC) and, where Ordinary Shares are to be subscribed, the nominal value (if greater). Market value means the average of the middle-market quotations of an Ordinary Share for the five immediate preceding Business Days.

Individual limits No participant may be granted an option which would, at the date of the grant of the option, cause the total of the market value of the Ordinary Shares which he may acquire under the Approved Scheme or any other HMRC approved discretionary option scheme to exceed the relevant HMRC limit at the time (currently £30,000).

Scheme limits The following limits apply in relation to the number of Ordinary Shares which may be issued: (a) in any 10-year period, not more than 10 per cent. of the issued ordinary share capital of the Company for the time being may, in aggregate, be issued or be issuable under the Approved Scheme and all other employee share schemes operated by the Company; and (b) in any 10-year period, not more than 5 per cent. of the issued ordinary share capital of the Company for the time being may, in aggregate, be issued or be issuable under the Approved Scheme and all other discretionary share schemes adopted by the Company. For the purposes of these limits, options which have lapsed or been released without being exercised will not be counted.

Exercise of options Options may normally only be exercised not less than three years nor more than 10 years from the date of grant. In these circumstances, an option can only be exercised to the extent that any performance conditions have been satisfied over a minimum three-year period and while the employee remains employed in the Group. The performance condition is determined by the Committee. All subsisting options granted prior to 2012 are subject to a performance condition which requires smoothed earnings growth equal to or greater than 5 per cent. per annum (compounded) over the comparison period. ‘‘Smoothed’’ earnings growth excludes exceptional and trading profits above a certain level. The options granted under the Approved Scheme in 2012 and 2013 are not subject to a performance condition. Options may be exercised early if an optionholder dies, and the options of an optionholder who leaves employment because of his or her misconduct, impropriety or inefficiency (as conclusively determined by the Committee) will immediately lapse. If an optionholder resigns, options under three years old will lapse and other options may be exercised within six months of such cessation unless the Committee in its absolute discretion decides otherwise and always subject to such conditions as the Committee in its absolute discretion thinks fit to impose. If an optionholder leaves employment for any other reason, all options may be exercised, again within six months of such cessation unless the Committee in its absolute discretion decides otherwise and always subject to such conditions as it may impose.

251 In the event of, or in anticipation of, a change in control of the Company, optionholders may, in certain circumstances, exercise their options under the Approved Scheme or exchange them for equivalent options over shares in the acquiring company. The Committee may also allow some or all options to be exercised if there is or is expected to be a demerger, dividend in specie, super dividend or any other event which the Committee believes would affect the value of options.

Adjustment of options Subject to the prior approval of HMRC, options may be adjusted in such manner as the Committee deems appropriate, following any variation in the share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of the share capital.

Amendment and termination The Committee can amend the scheme, but its basic structure and, in particular, the limits on the number of shares which may be issued under it cannot be altered to the advantage of participants without the prior sanction of Shareholders in general meeting. Amendments to key features of the Approved Scheme currently require the prior approval of HMRC. The Committee may, at any time, terminate the Approved Scheme. If this happens, no further options may be granted, but existing options will not be affected. No options may be granted under the Approved Scheme after 18 April 2018, being the tenth anniversary of the Company’s 2008 Annual General Meeting at which the Approved Scheme period was extended.

14.2 The Intu Properties plc Unapproved Share Option Scheme (the ‘‘Unapproved Scheme’’) As at 17 March 2014 (being the latest practicable date prior to the publication of this document), options over a total of 4,751,418 Ordinary Shares were outstanding under the Unapproved Scheme, with a weighted average exercise price of 310 pence per Ordinary Share. The Unapproved Scheme is not approved by HMRC. Accordingly, none of the requirements for HMRC approval described in relation to the Approved Scheme apply. Otherwise, its terms, including in relation to amendment and termination, are broadly the same as the terms of the Approved Scheme, with the following differences: (a) instead of the individual limit described above, no participant may be granted an option which would, at the date of the grant of the option, cause the total of the market value of Ordinary Shares over which the individual has been granted options in that financial year under the Unapproved Scheme, and any other discretionary share scheme operated by the Company, to exceed the greater of 200 per cent. of his or her total remuneration from members of the Group in the 12 months ending on the date of grant and 200 per cent. of the annual rate of his or her total remuneration from members of the Group (except that in exceptional circumstances the limit may be increased to 400 per cent.); (b) the rules permit the Committee to satisfy options on exercise by a cash payment rather than the issue or transfer of shares; (c) the exercise of options granted prior to 2012 is subject to the satisfaction of a performance condition. The performance condition for such options requires smoothed earnings growth equal to or greater than 5 per cent. per annum (compounded) over the comparison period. ‘‘Smoothed’’ earnings growth excludes exceptional and trading profits above a certain level. Options granted under the Unapproved Scheme to Executive Directors and Senior Executives in 2012 are subject to a performance condition based on a sliding scale for three-year growth in earnings per share ranging from 4 per cent. per annum to 6 per cent. per annum with awards vesting on a straight-line basis for performance between these levels. Options granted under the Unapproved Scheme to other employees in 2012 and 2013 are not subject to a performance condition; (d) options may be adjusted in such manner as the Committee deems appropriate if the Company makes an exempt distribution under Section 1075 of the Corporation Tax Act 2010 or any other distribution in specie, including a demerger; and (e) the Unapproved Scheme provides that, in addition to or instead of receiving options, a participant may elect to participate in a joint ownership arrangement whereby beneficial interests over Ordinary Shares are held jointly by a participant and the trustee of the Company’s EBT, Computershare Trustee (Jersey) Limited), as tenants in common. The terms of the joint ownership arrangements replicate those which apply to unapproved options in all material respects, including in relation to the dividend

252 growth performance condition and the potential gains that may be made by participants. However, a participant’s interest in the jointly held Ordinary Shares is limited to the growth in value (if any) of the Ordinary Shares above a defined value between the time of the joint acquisition of the Ordinary Shares and their eventual sale. The defined value is the market value of the Ordinary Shares at the time of their joint subscription plus 1.5 per cent. (compounded) per annum to date of vesting. As at 17 March 2014 (being the latest practicable date prior to the publication of this document), 8,362,055 Ordinary Shares were jointly owned under the Unapproved Scheme.

14.3 The Intu Properties plc Performance Share Plan (the ‘‘PSP’’) The PSP was approved by shareholders at the 2013 AGM. As at 17 March 2014 (being the latest practicable date prior to the publication of this document), awards under the PSP (‘‘Awards’’) in respect of a total of 1,913,145 Ordinary Shares were outstanding under the PSP. The PSP has not been approved by HMRC.

Eligibility Employees (including Executive Directors) of any Group Company are eligible but not entitled to participate in the PSP and participation is at the Committee’s absolute discretion.

Grant of awards Awards may be made in the form of: (a) a nil-cost option; (b) a conditional share award; or (c) a joint share ownership award (whereby the participant acquires an interest as joint beneficial owner in a given number of Ordinary Shares upon and subject to the terms of a Joint Ownership Agreement) and a fixed value zero-cost option and an eligible employee may be granted any combination of such Awards subject to the individual limits set out below. Awards may be granted: (a) within the period of 42 days following the announcement by the Company of its results for any period; and (b) at other times when exceptional circumstances have arisen which, the Committee decides, justify the grant of Awards at such time. No payment is required for the grant of an Award.

Individual Limits The aggregate market value of Ordinary Shares (valued at each grant date) subject to Awards granted during a financial year to an individual shall generally not exceed 250 per cent. of his or her basic salary. However, for all Awards granted during 2013 (the ‘‘2013 Awards’’) and any Awards granted in future years in exceptional circumstances, this limit may be increased to 375 per cent. of basic salary. The 2013 Awards are enhanced in this way to ensure that participants are not unduly disadvantaged by the fact that Awards granted under the PSP will be subject to a longer performance period (five years) than awards granted in previous years under the Company’s existing Approved Scheme and Unapproved Scheme (three years).

Settlement and Dilution limits Awards granted under the PSP may be settled by the allotment of new shares, the transfer of shares from treasury or the transfer of existing shares from the EBT. At any time, the total number of shares issued or issuable pursuant to Awards granted under the PSP, when added to awards granted in the preceding ten years under: (i) any other executive share scheme established by the Company, may not exceed five per cent (5 per cent.) of the shares in issue at that time; and (ii) any other employee share scheme established by the Company, may not exceed ten per cent (10 per cent.) of the shares in issue at that time.

253 Vesting of Awards The 2013 Awards will normally vest in three equal instalments. Vesting of each third of an Award shall be dependent on: (a) as to 50 per cent. of the shares, the Company’s absolute total return over the applicable performance period; and (b) as to the other 50 per cent. of the shares, the Company’s total shareholder return (‘‘TSR’’) over the applicable performance period relative to the TSR of the five largest FTSE-listed REITs by market capitalisation as at the beginning of the performance period. For Awards granted in future years, the Committee will review whether the performance conditions remain appropriately challenging taking into account the industry’s outlook and shareholders’ interests. Where events occur which cause the Committee to consider that any performance condition has become unfair or impractical, the Committee may amend or replace such condition as it deems appropriate, provided such revised or new condition is, in the Committee’s opinion, no more and no less difficult to satisfy than was the original condition on the date it was set. In addition, if the Committee, in its absolute discretion, considers that the number of shares in respect of which an Award would vest is not a fair reflection of the underlying financial performance of the Company over the applicable performance period, the Committee may, in its absolute discretion, determine that such Award shall vest in respect of a smaller or larger number of shares. In respect of the 2013 Awards and any Awards granted in future years with the same type of performance conditions, the Committee’s intention is that this discretion will only be exercised in respect of the TSR element of the performance conditions.

Cessation of Employment If an Award holder dies, his or her Award shall vest to the extent that the Committee determines that the performance condition has been or would likely have been satisfied, generally based on performance to the date of death or, otherwise, shall vest as to 50 per cent. of the Award shares. If an Award holder leaves the Group because of injury, ill-health, disability or retirement (each proved to the satisfaction of the Committee), redundancy, as a result of the sale out of the Group of the business or subsidiary by which the Award holder is employed or otherwise at the Committee’s discretion, Awards shall vest in the normal course, i.e. in line with other participants following the end of the performance periods. The number of shares subject to all Awards held by employees who cease employment for one of the reasons set out above (including death) shall be reduced to reflect the reduced service period, unless the Committee, in its absolute discretion, determines that an Award shall vest in respect of a smaller or larger number of shares (limited to 100 per cent. of the shares subject to the Award). If an Award holder ceases employment for any other reason prior to his or her Award vesting, his or her Award will lapse.

Takeover, change of control and winding-up If the Company is taken over, Awards shall vest to the extent that the Committee determines that the performance conditions have been or would likely have been satisfied and the number of shares will also be reduced to reflect the reduced service period, unless the Committee, in its absolute discretion, determines that Awards shall vest in respect of a larger number of shares (limited to 100 per cent. of the shares subject to an Award).

Voting, dividend and other rights Award holders will have no voting or dividend rights in respect of the shares subject to Awards until the Awards are exercised or vest. In the event of any variation in the ordinary share capital of the Company, the number of shares subject to an Award and/or the performance condition may be adjusted as the Committee deems appropriate.

254 Amendments The PSP may be amended in any respect by the Committee provided that the prior approval of the Company in general meeting is required for amendments to the material advantage of Award holders to any provisions relating to: (a) the persons to whom Awards may be granted; (b) the overall and individual share limits; (c) the basis for determining Award holders’ entitlements to, and the terms of, Awards; (d) any adjustments as a result of a variation in share capital; and (e) amendments to the PSP. No amendment may be made which would adversely affect Award holders without the approval of Award holders holding Awards over at least 75 per cent. of the affected shares. However, amendments to the benefit of the administration of the PSP, to take account of changes in legislation, or to obtain or maintain favourable tax, exchange control, or regulatory treatment, may be made without either of the approvals set out above where such amendments do not alter the basic principles of the PSP.

14.4 The Intu Properties plc Bonus Scheme (the ‘‘Bonus Scheme’’) As at 17 March 2014 (being the latest practicable date prior to the publication of this document), there were outstanding awards over 1,085,286 Ordinary Shares under the Bonus Scheme (excluding SIP shares). The Bonus Scheme is not approved by HMRC. At the beginning of each financial year, a number of key financial targets and objectives are set which must be achieved in whole or in part before any annual bonus is earned by any Executive Director or any employee. The Bonus Scheme comprises ‘‘Restricted’’ shares and ‘‘Additional’’ shares. It is the Company’s current practice that, where awarded, awards of Additional shares equal 50 per cent. of the Restricted shares and SIP shares combined. Employees must remain in employment with the Company for periods of two years after the date of award for Restricted shares, and four years after the date of award for Additional shares, before such shares are released. An individual whose employment terminates during the specified period will not be entitled to receive the Ordinary Shares, unless the termination is on the grounds of death, redundancy or ill health. Similarly, if the Company is wound up, if there is a change of control of the Company or in any other circumstances if the Directors so decide, the Ordinary Shares will be transferred to the participant. The number of Ordinary Shares to which participants are conditionally entitled may be adjusted to the extent the Directors think appropriate in the event of a rights issue, capitalisation issue or other event affecting the share capital of the Company. On vesting, existing shares will be transferred from the EBT and, therefore, no New Shares will be issued.

14.5 The Intu Properties plc Share Incentive Plan (the ‘‘SIP’’) As at 17 March 2014 (being the latest practicable date prior to the publication of this document), there were outstanding awards over 492,007 Ordinary Shares under the SIP. The SIP has been approved by HMRC. The SIP is established under a UK resident trust and the trustee is Capita IRG Trustees Limited. All employees and directors of designated participating companies who are UK resident and have been employed for a qualifying period of up to 18 months are eligible to participate in the SIP and must be invited to do so. Under the provisions of the Bonus Scheme (see paragraph 14.4 above), part of the bonus award may be taken in the form of Ordinary Shares to a maximum value of, currently £3,000 in each tax year (£3,600 from 2014/2015) under the SIP (‘‘Free Shares’’). The holding period during which the Free Shares must be held in trust has been set at three years. Additionally, each eligible employee may be invited to use up to, currently £1,500 of pre-tax salary (or, if less, 10 per cent. of salary) in any tax year (£1,800 from 2014/2015) to purchase Ordinary Shares (‘‘Partnership Shares’’). The SIP permits deductions from salary to be accumulated over a period of time,

255 set at the discretion of the Committee, but not exceeding 12 months (the ‘‘Accumulation Period’’). The price at which Ordinary Shares are acquired on behalf of employees will be the lower of the market value of an Ordinary Share at the beginning and end of the Accumulation Period. Where there is no Accumulation Period, the price at which Ordinary Shares are acquired will be the market value on the acquisition date. There is no holding period for Partnership Shares. Partnership Shares purchased by eligible employees may attract, at the discretion of the Directors, an award of free Ordinary Shares (‘‘Matching Shares’’) in a ratio (to be determined by the Directors) of up to two Matching Shares for each Partnership Share. The holding period for Matching Shares is four years. The Directors may require or permit eligible employees to reinvest dividends received on Ordinary Shares held under the SIP in further Ordinary Shares (‘‘Dividend Shares’’). There is a three-year holding period for Dividend Shares. If a participant dies or ceases to be an employee of any Group company by reason of injury, disability, redundancy or retirement or because of the sale of the subsidiary or business in which the participant is employed, any Free Shares or Matching Shares held by the Trustee will be transferred to the participant (or the participant’s personal representatives). When Free Shares or Matching Shares are awarded, the Trustee may determine that a participant who ceases employment for any other reason within three years of the allocation of the Free Shares or Matching Shares will forfeit the Shares. Where forfeiture does not apply, the Trustee will transfer the Shares to the participant, subject to any required PAYE deductions. When Matching Shares are awarded, the Trustee may stipulate that if the related Partnership Shares are withdrawn from trust within three years, the Matching Shares will be forfeited. Whenever and for whatever reason a participant ceases to be an employee of any Group company, his Partnership Shares and Dividend Shares will be transferred to him, subject, in the case of Partnership Shares, to any required PAYE deductions. In the event of any reconstruction or takeover of the Company or any capitalisation issue, any shares received as consideration will be held in trust on the same terms as the Free Shares, Partnership Shares, Matching Shares or Dividend Shares in respect of which they are received. In the event of any rights issue, any shares received on taking up rights funded by selling other rights will be held in trust on the same terms as the Free Shares, Partnership Shares, Matching Shares or Dividend Shares in respect of which they were received. Where Ordinary Shares are received by the trustee other than in these circumstances they will be held outside the SIP and separate to the SIP holdings. The number of shares which may be acquired under the SIP shall not exceed 5 per cent. of the issued share capital of the Company from time to time.

15 Pension benefits The Group operates a defined contribution group pension plan (the ‘‘GPP’’), and a trustee based money purchase scheme (The Trafford Centre Limited Retirement Benefits Scheme) which, since 1 October 2013, no longer has any contributing members. Additionally, the Group makes contributions to a self-invested personal pension arrangement (‘‘SIPP’’) on behalf of an executive director. All contributions are invested in funds administered outside of the Group. Intu Retail Services Limited operates a separate defined contribution group pension plan for its employees and a stakeholder scheme. The pension charge for the Group contributions to these arrangements is the actual amount paid which for the year ended 31 December 2013 totalled £1,873,310.

16 Litigation There are no governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which Intu is aware) during the period covering at least the 12 months preceding the date of this document which may have, or have had in the recent past, significant effects on Intu and/or the Group’s financial position or profitability.

17 Material contracts 17.1 Intu The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by members of the Group (a) within the two years immediately preceding the

256 date of this document which are, or may be, material to the Group; or (b) at any time and contain obligations or entitlements which are, or may be, material to the Group as at the date of this document:

17.1.1 Underwriting Agreement The Company and the Banks have entered into a sponsor and underwriting agreement dated 20 March 2014 which sets out the terms on which the Company has appointed (i) Rothschild to act as sponsor in relation to the Rights Issue; (ii) Merrill Lynch South Africa to act as SA Sponsor to the Company pursuant to the JSE Listing Requirements; and (iii) HSBC, Merrill Lynch and UBS to act as Joint Bookrunners in connection with the Rights Issue (the ‘‘Underwriting Agreement’’). The Underwriting Agreement contains warranties and undertakings given by the Company which are customary for an agreement of this kind. In addition, it contains indemnities from the Company in favour of the Banks in respect of certain liabilities connected with the Admission and documentation issued to Shareholders and/or investors by or on behalf of the Company in connection with the Rights Issue, which, again, are customary for an agreement of this kind. Pursuant to the Underwriting Agreement, the Joint Bookrunners may, in their absolute discretion terminate the agreement in certain limited circumstances prior to Admission. The Joint Bookrunners are not entitled to terminate the Underwriting Agreement in respect of the Rights Issue after Admission. Subject to the terms and conditions of the Underwriting Agreement, the Underwriters have severally agreed, subject to conditions, to use reasonable endeavours to procure subscribers, or failing which, the Underwriters will themselves, in their Due Underwriting Proportions, severally subscribe for New Shares not taken up under the Rights Issue or will procure sub-underwriters to do so, in each case, at not less than the UK Issue Price. In consideration of the Joint Bookrunners’ agreement to underwrite the New Shares and subject to their obligations under the Underwriting Agreement having become unconditional, the Company shall pay to the Joint Bookrunners a commission of 1.75 per cent. (rising to 1.875 per cent. in certain circumstances) of the Issue Price multiplied by the total number of New Shares, except that (i) in relation to the New Shares which the Peel Group and the Gordon Family have committed to subscribe for, the Company shall pay to the Joint Bookrunners a commission of 0.25 per cent. of the Issue Price multiplied by the number of such New Shares, and (ii) in relation to any New Shares which Coronation Asset Management (Proprietary) Limited subunderwrites, the Company shall pay to the Joint Bookrunners a commission of 1.25 per cent. (rising to 1.375 per cent. in certain circumstances) of the Issue Price multiplied by the number of such New Shares. The above commissions will be allocated between the Joint Bookrunners pro rata to their Due Underwriting Proportions. The Company, at its sole discretion (as to payment and allocation) may pay a discretionary fee to the Joint Bookrunners equal to 0.25 per cent. of the Issue Price multiplied by the total number of New Shares, excluding the number of New Shares which the Peel Group and the Gordon Family have committed to subscribe for, and the number of any New Shares which Coronation Asset Management (Proprietary) Limited subunderwrites. Out of such underwriting commissions payable to the Joint Bookrunners, the Joint Bookrunners will pay any sub-underwriting commissions (to the extent that sub-underwriters are or have been procured). The Company shall pay (whether or not the obligations of the Banks under the Underwriting Agreement becomes unconditional or are terminated) all properly incurred costs and expenses of, or in connection with, the Rights Issue, Admission and the arrangements contemplated by the Underwriting Agreement. The obligations of the Banks under the Underwriting Agreement in respect of the Rights Issue are subject to certain conditions being satisfied, including, amongst others: (i) the Company having complied with all its obligations and having satisfied, in each case under the Underwriting Agreement or under the terms and conditions of the Rights Issue which fall to be performed or satisfied on or prior to Admission; (ii) the warranties, representations and undertakings given by the Company in the Underwriting Agreement being true and accurate and not misleading on and as of the date of the Underwriting Agreement, the date of the Prospectus and the date of Admission; (iii) UK Admission becoming effective by not later than 8.00 a.m. (London time) on 31 March 2014 (or such later time and/or date as the Company and the Banks may agree); and (iv) South African Admission becoming effective by not later than 9:00 a.m. (Johannesburg time) on 31 March 2014 (or such later time and/or date as the Company and the Banks may agree).

257 If any of the conditions are not satisfied prior to Admission (or waived by the Joint Bookrunners in their absolute discretion), then the Underwriting Agreement shall terminate, without prejudice to any liability for any prior breach of the agreement and pursuant to certain surviving provisions. In addition, the Company has further agreed that, subject to certain customary exceptions (including, inter alia, the issue of Ordinary Shares under the Company’s share option schemes, the issue of Ordinary Shares on conversion of the Convertible Bonds and any other acquisition of business undertakings and real property) between the date hereof and the date falling 90 days after Admission, it will not, without the prior written consent of the Joint Bookrunners (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell any option, purchase any option, grant any option, right or warrant to acquire or otherwise transfer or dispose of a portion of the share capital of the Company or any interest therein; or (ii) enter into any arrangement which transfers to another, in whole or in part, any of the economic consequence of ownership of a portion of the share capital of the Company; or (iii) allow any subsidiary of the Company to do any of the foregoing. The Joint Bookrunners have agreed that they will not procure subscribers for any of the New Shares other than in accordance with certain selling restrictions.

17.1.2 Acquisition Agreements In connection with the Acquisition, the Buyers and the Sellers entered into three acquisition agreements each dated 20 March 2014 (each an ‘‘Acquisition Agreement’’ and together the ‘‘Acquisition Agreements’’) pursuant to which the Buyers agreed to acquire the Westfield Entities’ and certain joint venture partners’ 50 per cent. interest in the Merry Hill Target Entities, the Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in the Derby Target Entities and the Westfield Entities’ 100 per cent. interest in the Sprucefield Target Entities. The Acquisition Agreements contain customary warranties and indemnities in favour of the Buyers and the Sellers’ liability is subject to customary limitations and qualifications. The warranties are provided by reference to matters such as the capacity and ownership, constitution and structure, compliance with legal requirements, accounts, indebtedness and guarantees, regulatory compliance, contracts, property, employees, pensions, insurance, litigation, insolvency and taxation. The total consideration payable by the Buyers to the Sellers pursuant to the Acquisition Agreements is £867.8 million, of which £407.7 million is payable under the Acquisition Agreement relating to Merry Hill, £390.3 million is payable under the Acquisition Agreement relating to Derby and £69.8 million is payable under the Acquisition Agreement relating to Sprucefield. The total consideration will be subject to a net asset value adjustment if the net asset value of (i) the corporate entities owning the Assets and (ii) the corporate entities which own these companies and which are held by the Sellers (excluding the value of the Assets) at completion of the Acquisition differs from the estimated net asset value of the Target Entities. The Acquisition is conditional upon, among other things, (i) receipt of the proceeds of the Rights Issue; (ii) the drawdown of funds under each of the Facilities Agreements; and (iii) simultaneous completion of each of the Acquisition Agreements. The long stop date for the satisfaction or waiver of these conditions is three months from the date of the Acquisition Agreements or such other date as may be agreed between the Buyers and the Sellers. Pending satisfaction of limb (ii) of these conditions, the Acquisition Agreements may be terminated if a Drawstop Event occurs under any of the Facilities Agreements. Westfield Holdings Limited is guaranteeing the Sellers’ obligations under the Acquisition Agreements and an equivalent guarantee is being provided by the Company in respect of the Buyers’ obligations.

17.1.3 Peel Relationship Agreement On completion of the acquisition of the entire issued share capital of The Intu Trafford Centre Group in January 2011, the Wider Peel Group held approximately 24.7 per cent. of the then enlarged issued share capital of the Company, assuming conversion of the Peel Convertible Bonds (see paragraph 17.1.5 below). To enable the newly enlarged Group to operate as an independent listed company, Intu and Peel Chapel Holdings (IOM) Limited as seller, entered into a relationship agreement on 28 January 2011 (the ‘‘Relationship Agreement’’) which records the terms of the relationship between the Group and the Wider Peel Group.

258 Independence and Related Party Transactions The Relationship Agreement provides that Peel Chapel Holdings (IOM) Limited and each other member of the Wider Peel Group shall not take any action which precludes or inhibits any member of the Group from carrying on its business independently of the Wider Peel Group. All transactions and relationships entered into between any member of the Group and any member of the Wider Peel Group are required to be entered into or conducted on arm’s length terms, on a normal commercial basis and in accordance with Chapter 11 of the Listing Rules. Peel Chapel Holdings (IOM) Limited and the other members of the Wider Peel Group are required to abstain from voting on any resolution of the Shareholders to approve any related party transaction. The Wider Peel Group is also required to vote in favour of any future equity capital raising by the Company (not exceeding £300 million) which relates to the extension of the Group’s centres at Lakeside, Braehead or Nottingham.

Disposals The Wider Peel Group is restricted for a period until 28 January 2016 from disposing of any Ordinary Shares to any single shareholder such that that shareholder would then have an interest of 14.9 per cent. or more in the Ordinary Shares of the Company without that shareholder making a takeover offer for all the Ordinary Shares.

Appointments to the Board of the newly enlarged Group Peel Chapel Holdings (IOM) Limited is entitled to appoint one Non-Executive Director to the Board of the Company for so long as it continues to hold at least 10 per cent. of the issued share capital of the Company. The first such appointee was John Whittaker, and for so long as John Whittaker continues to holds such appointment he shall also be appointed Deputy Chairman of Intu. Peel Chapel Holdings (IOM) Limited’s entitlement to appoint a Non-Executive Director to the Board will terminate upon the earlier of (i) Peel Chapel Holdings (IOM) Limited and its wholly owned subsidiaries ceasing to be controlled by the Billown Settlement Trust (ii) the Ordinary Shares ceasing to be listed on the Official List and traded on the London Stock Exchange and the JSE following a takeover or (iii) any material non-compliance by the Wider Peel Group with the terms of the Relationship Agreement and other arrangements entered into in connection with the Trafford Centre acquisition.

17.1.4 The Trafford Centre Securitisation The Intu Trafford Centre Group has raised finance funded by way of commercial mortgage backed notes issued by The Trafford Centre Finance Limited (Cayman Islands) (the ‘‘Securitisation Issuer’’) under a securitisation structure on three occasions. In February 2000, the Securitisation Issuer issued £610 million fixed and floating rate secured notes, in June 2005 the Securitisation Issuer completed a further issuance of £354.55 million floating rate secured notes, and then in March 2014, the Securitisation Issuer completed a further issuance of £110 million fixed rate secured notes. As at 17 March 2014, an aggregate principal amount of £825.8 million of notes were outstanding, with bond repayment dates from 2015 to 2038. The securitisations comprise secured debt financing of The Intu Trafford Centre Group where the Securitisation Issuer (a wholly owned subsidiary of The Trafford Centre Holdings Limited (the ‘‘Parent’’), which also owns all the shares in The Trafford Centre Limited) issued asset backed notes. The Securitisation Issuer’s ability to pay interest and repay principal on these notes is dependent primarily on the receipt of amounts payable to it under a loan agreement (the ‘‘IBFA’’) entered into between the Securitisation Issuer (as lender) and The Trafford Centre Limited (as borrower), less certain payments due to third parties providing services or hedging arrangements as part of the securitisation arrangements. The Trafford Centre Limited’s primary sources of funds for the payment of amounts due under the IBFA are rents received from intu Trafford Centre tenants and receipts under certain hedging arrangements it has entered into as part of the securitisation to mitigate against certain variations in LIBOR (i.e. the ultimate third party funding cost reference rate for the securitisation).

259 The obligations of The Trafford Centre Limited to the Securitisation Issuer under the IBFA are guaranteed by the Parent and The Trafford Centre Investments Limited (‘‘Intermediate Holdings’’). Intermediate Holdings holds no other assets save for its shareholdings in Parent. The obligations of The Trafford Centre Limited, the Parent and Intermediate Holdings are secured by fixed and floating charges in favour of Deutsche Trustee Company Limited for the benefit of the creditors of The Trafford Centre Investments Limited (including, primarily, the Securitisation Issuer). Such security includes (amongst other things) an assignment by way of security over rent payable by the intu Trafford Centre tenants, a legal mortgage over the property (The Trafford Centre), charges over accounts held by The Trafford Centre Limited and floating charges over the assets and property of The Trafford Centre Limited, the Parent and Intermediate Holdings (including, in the latter case, its shareholdings in the Parent). The Securitisation Issuer has granted fixed and floating charges over substantially all of its property and assets in favour of Deutsche Trustee Company Limited for the benefit of its creditors (including, primarily, the holders of the securitisation notes).

17.1.5 3.75 per cent. Convertible Bonds On 28 January 2011 the Company issued £154.3 million 3.75 per cent. convertible bonds (the ‘‘Peel Convertible Bonds’’) in connection with the Trafford Centre acquisition to Peel Chapel Holdings (IOM) Limited and Peel Holdings (TTC) Limited. These consist of £127.6 million of convertible bonds as part of the acquisition consideration and £27.6 million of convertible bonds as a condition to the acquisition. The Peel Convertible Bonds are perpetual bonds convertible into Ordinary Shares of the Company at the option of the bondholder any time after two years from the date of issue or earlier in certain limited circumstances (including on the making of a takeover offer for the Company). See paragraph 10.1.3 of Part IV ‘‘Operating and Financial Review of the Group’’. As at 17 March 2014, being the last practicable date prior to the publication of this document, none of the holders of the Peel Convertible Bonds had exercised the option to convert. The current conversion price of the Peel Convertible Bonds is £4.00 per Ordinary Share. Assuming all of the Peel Convertible Bonds were exercised as of the date of this document, holders of the Peel Convertible Bonds would be entitled to 38,579,250 Ordinary Shares. The current conversion price of £4.00 per ordinary share is above the Group’s current market share price and net asset value per share. An adjustment is made in the Group’s 2013 net assets per share (diluted, adjusted) calculation to reflect the conversion of these loan notes as the value of these notes is currently accounted for as equity. This adjustment adds 38,579,250 shares to the 31 December 2013 ordinary shares in issue. Based on the net assets used in the net asset per share (diluted, adjusted) calculation of £3,804.4 million the conversion adjustment has an estimated dilutive impact of 15 pence per share. This impact is reflected in the Group’s reported net asset value per share (diluted, adjusted) of 380 pence per share at 31 December 2013. In certain circumstances the conversion price is subject to adjustment in accordance with the terms and conditions of the Peel Convertible Bond. In particular, in connection with the Rights Issue, if the rights are issued at a price per Ordinary Share which is less than 95 per cent. of the average of the daily volume weighted average price of the Ordinary Shares for the five consecutive days ending on the dealing day prior to the date the Ordinary Shares trade ex- the rights prior to issue (the ‘‘Current Market Price’’), the conversion price will be adjusted downwards by a fraction which seeks to capture the economic effect for bondholders of the discount at which the rights issue shares are offered, taking into account the number of Ordinary Shares in issue on such date, the number of Ordinary Shares that could be purchased with the aggregate consideration of the Rights Issue at the Current Market Price and the maximum number of Ordinary Shares that may be issued upon exercise of the rights. The terms of the Peel Convertible Bonds also require that if the Company elects to defer any payment of interest and a scheduled interest payment is not made, the Company is prohibited from declaring or paying any cash dividend unless or until the deferred interest is paid in full.

17.1.6 2.5 per cent. Convertible Bonds On 4 October 2012 Intu (Jersey) Limited issued £300.0 million 2.5 per cent. guaranteed convertible bonds due 2018 (the ‘‘2018 Convertible Bonds’’) to certain institutional investors. The Company has unconditionally and irrevocably guaranteed the due and punctual performance by Intu (Jersey) Limited of all of its obligations (including payments) in respect of the 2018 Convertible Bonds and the

260 obligations of the Company, as guarantor, constitute direct, unsubordinated and unsecured obligations of the Company. The 2018 Convertible Bonds are convertible, at the option of the bondholder, into preference shares of Intu (Jersey) Limited which are automatically transferred to the Company in exchange for Ordinary Shares in the Company or any combination of Ordinary Shares and cash. Subject to certain considerations, the bonds can be converted at any time from 14 November 2012 up to the 20th Dealing Day before the final maturity date on 4 October 2018. As at 17 March 2014, being the last practicable date prior to the publication of this document, none of the holders of the 2018 Convertible Bonds had exercised the option to convert. The current conversion price of the 2018 Convertible Bonds is £4.1199 per Ordinary Share. Assuming all of the 2018 Convertible Bonds were exercised as of the date of this document, holders of the 2018 Convertible Bonds would be entitled to 72,816,980 Ordinary Shares. These loan notes would not be dilutive if converted as of this date as the conversion price is higher than both the Group’s current market share price and net asset value per share. In certain circumstances the conversion price is subject to adjustment in accordance with the terms and conditions of the 2018 Convertible Bond. In particular, in connection with the Rights Issue, if the rights are issued at a price per Ordinary Share which is less than 95 per cent. of the Current Market Price, the conversion price will be adjusted downwards by a fraction which seeks to capture the economic effect for bondholders of the discount at which the rights issue shares are offered, taking into account the number of Ordinary Shares in issue on such date, the number of Ordinary Shares that could be purchased with the aggregate consideration of the Rights Issue at the Current Market Price and the maximum number of Ordinary Shares that may be issued upon exercise of the rights.

17.1.7 Secured Group Structure and £800 million bond issue In March 2013 the Company established a new debt funding platform, a special purpose vehicle for issuing investment grade secured debt. The Secured Group Structure is a central source of financing for the Group and enables the Group to access the medium and long-dated bond and private placement markets on an ongoing basis alongside bank debt, thereby diversifying the Group’s sources of funds beyond the banking markets and lengthening its maturities. The initial purpose of the platform was to refinance intu Lakeside, intu Braehead, intu Watford and intu Victoria Centre and these centres were contributed into the SGS which issued bonds and raised bank debt secured against them. There is fixed and floating security over all the property and assets of each of the obligor entities in the SGS which includes security over intu Lakeside, intu Braehead, intu Watford and intu Victoria Centre. In addition, each obligor entity in the SGS guarantees each of the other obligors’ secured liabilities. As part of the overall £1,150 million refinancing of intu Lakeside, intu Braehead, intu Watford and intu Victoria Centre, Intu (SGS) Finance plc issued £800 million of bonds to certain institutional investors in March 2013 under the Intu (SGS) Finance plc £5 billion programme for the issuance of notes. The issue was divided into two tranches of £450 million 3.875 per cent. bonds due 2023 and £350 million 4.625 per cent. bonds due 2028. All of the money raised through these bond issues are on-lent to Intu (SGS) Finco Limited through an intercompany loan agreement. Intu (SGS) Finance plc’s obligations to repay principal and interest on such bonds are met primarily from the payments of principal and interest received from Intu (SGS) Finco Limited under the intercompany loan. In addition, on the same date as the issuance of the bonds, Intu (SGS) Finco Limited drew down a syndicated term loan in the initial principal amount outstanding of £351,750,000 from Bank of America, N.A., HSBC Bank plc and UBS AG, London Branch, as initial lenders (the ‘‘Initial Authorised Loan Facility’’). The Initial Authorised Loan Facility benefits from the common representations and warranties, covenants and events of default applicable to all debt raised under the Secured Group Structure. The Initial Authorised Loan Facility also benefits from the common security package applicable to all debt raised under the Secured Group Structure (including security over the intu Lakeside, intu Braehead, intu Watford and intu Victoria Centre assets), and is guaranteed by each of the Group entities which are obligors under the structure, in the same manner as the bonds.

261 The Initial Authorised Loan Facility is due for repayment on the date falling 60 months after 27 February 2013.

17.1.8 Syndicated revolving facility agreement—HSBC Bank plc, Lloyds Bank plc, BoA Netherlands Cooperative U.A., Credit Suisse AG, London Branch and UBS AG, London Branch The Company has entered into a £375 million revolving facility agreement dated 25 February 2009 (as amended by amendment agreements dated 2 October 2009 and 19 February 2010, and further amended and restated on 18 November 2011) as borrower with HSBC Bank plc and Lloyds Bank plc as coordinators, HSBC Bank plc as agent, HSBC Corporate Trustee Company (UK) Limited as security agent and HSBC Bank plc, Lloyds Bank plc, BoA Netherlands Cooperative U.A, Credit Suisse AG, London Branch and UBS AG, London Branch as lenders. The key terms of the facility agreement are set out below:

(i) Facility The facility consists of a £375 million sterling revolving loan facility. The full facility of £375 million is available for utilisation until 18 October 2017 following a one year extension of the participation of all the lenders. Each of the lenders (other than Lloyds Bank plc) have further extended their participation in the facility for an additional year, such that £275 million is available for utilisation until 18 October 2018.

(ii) Purpose The facility may be used for the Company’s general corporate purposes.

(iii) Interest and fees Advances under the facility bear interest at a rate equal to the relevant rate of LIBOR, plus an amount in respect of the lender’s costs of compliance with certain regulatory requirements, plus a margin which varies based on the calculation of consolidated net borrowings to adjusted consolidated total net worth. If the ratio of consolidated net borrowing to adjusted consolidated total net worth is equal to or less than 50 per cent. the margin is 1.75 per cent. If it is between 50 and 75 per cent. the margin is 2.00 per cent. and if it is greater than 75 per cent. the margin is 2.75 per cent. Accrued interest is payable on the last day of the interest period relating to each loan. The Company may select interest periods for each loan of one, two, three or six months or any other period agreed with the lenders. In the case of loans provided by Lloyds Bank plc under the facility, the interest period may not extend beyond 19 November 2017. In the case of loans provided by other lenders, the interest period may not extend beyond 19 November 2018. Certain fees and expenses, including an upfront fee, utilisation fee, an annual agent’s and security agent’s fee and a commitment fee, are also payable.

(iv) Repayment Each loan made under the facility is repayable on the last day of its interest period but, subject to the terms of the agreement, may be re-drawn.

(v) Security The facility is secured by, amongst other things, (i) an equitable mortgage over the Group’s beneficial interest in The Manchester Arndale Centre and The Mall at Cribbs Causeway, Bristol and (ii) share pledges over the relevant legal and beneficial Group owners of those properties.

(vi) Covenants The facility agreement requires the Company and certain of its subsidiaries to comply with financial covenants including (i) a minimum profits to interest cover ratio of 110 per cent. (if coverage is greater than 110 per cent. but less than 120 per cent., a further covenant applies as described in paragraph 10.1.3 of Part IV ‘‘Operating and Financial Review of the Group’’) (ii) a minimum consolidated tangible net worth and (iii) a maximum consolidated net borrowings to consolidated tangible net worth ratio.

262 The facility agreement also contains certain other covenants which, amongst other things, restricts further borrowings, the creation of security (with permitted exceptions), disposal of assets (with permitted exceptions), mergers and change of business.

(vii) Events of default The facility agreement contains customary events of default including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults, certain events of insolvency, change of control and material adverse effect.

18 Related Party Transactions Other than: (i) the amount of £971,726 which is payable to the Peel Group in connection with their undertaking to take up their full Rights Issue Entitlements as set out in paragraph 14 of Part I ‘‘Letter from the Chairman of Intu Properties plc’’ of this document; (ii) the amount of £236,940 which is payable to Richard Gordon, his family and related trusts in connection with their undertakings to take up certain Rights Issue Entitlements, as set out in paragraph 14 of Part I ‘‘Letter from the Chairman of Intu Properties plc’’ of this document; (iii) income received and expenditure incurred of approximately £0.4 million and £0.1 million respectively for the period from 1 January 2014 to 17 March 2014 (being the latest practicable date prior to the publication of this document) in relation to transactions between the Group and members of the Peel Group, such income and expenditure being of the same nature as the income and expenditure described in note 45 to the accounts for the year ended 31 December 2013; and (iv) otherwise as disclosed in the financial information incorporated by reference into this document for the years ended 31 December 2013 (see note 45 to the accounts), 2012 (see note 47 to the accounts) and 2011 (see note 46 to the accounts), there were no related party transactions entered into by members of the Group during the years ended 31 December 2013, 2012 and 2011 and during the period between 1 January 2014 and 17 March 2014 (the latest practicable date prior to the publication of this document).

19 Dividends 19.1 The following table sets out the dividend per Ordinary Share paid in each of the years ended 31 December 2013, 31 December 2012 and 31 December 2011:

Dividend per Share (pence per Ordinary Share) Reported(1) Adjusted(2) (£) 2013 ...... 0.15 0.15 2012 ...... 0.15 0.13 2011 ...... 0.15 0.13

Notes: (1) As reported in respective year-end financial statements. (2) As adjusted for the number of shares in issue (excluding shares held by the EBT and shares held under the joint ownership arrangements over which the right to receive a dividend has been waived) on 17 March 2014 being the latest practicable date prior to the publication of this document. 19.2 The Company’s EBT has waived its right to receive a dividend on the shares it holds which are not subject to joint share ownership arrangements under the Unapproved Scheme. There are no other arrangements in place under which future dividends are to be waived or agreed to be waived.

20 Working capital The Company is of the opinion that, after taking into account available bank facilities and the net proceeds of the Rights Issue, the working capital available to the Group is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

263 21 No significant change There has been no significant change in the trading or financial position of the Group since 31 December 2013, the date to which the Intu Annual Report 2013, which is incorporated by reference into this document, was prepared.

22 Consents 22.1 DTZ Debenham Tie Leung Limited of 125 Old Broad Street, London EC2N 1AR has given and has not withdrawn its written consent to the inclusion of its Valuation Reports and name and reference to it in the form and context in which they appear and has authorised the content of its reports for the purposes of PR 5.5.3R(2)(f) of the Prospectus Rules. 22.2 CBRE Limited of Henrietta House, Henrietta Place, London W1G 0NB has given and has not withdrawn its written consent to the inclusion of its Valuation Report and name and reference to it in the form and context in which they appear and has authorised the content of its report for the purposes of PR 5.5.3R(2)(f) of the Prospectus Rules. 22.3 Knight Frank LLP of 55 Baker Street, London, W1U 8AN has given and has not withdrawn its written consent to the inclusion of its Valuation Report and name and reference to it in the form and context in which they appear and has authorised the content of its report for the purposes of PR 5.5.3R(2)(f) of the Prospectus Rules. 22.4 Cushman & Wakefield LLP of 43-45 Portman Square, London, W1A 3BG has given and has not withdrawn its written consent to the inclusion of its Valuation Report and name and reference to it in the form and context in which they appear and has authorised the content of its report for the purposes of PR 5.5.3R(2)(f) of the Prospectus Rules. 22.5 PricewaterhouseCoopers LLP has given and has not withdrawn its written consent to the inclusion of its report set out in Part B of Part VI ‘‘Accountant’s report on the Unaudited pro forma statement of net assets’’ of this document in the form and context in which it appears and has authorised the contents of its report for the purposes of item 5.5.3R(2)(f) of the Prospectus Rules. A written consent under the Prospectus Rules is different from a consent filed with the Securities and Exchange Commission under Section 7 of the US Securities Act. As the New Shares have not been and will not be registered under the US Securities Act, PricewaterhouseCoopers LLP has not filed a consent under Section 7 of the US Securities Act. 22.6 Rothschild has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they are included in this document. 22.7 HSBC has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they are included in this document. 22.8 Merrill Lynch International has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they are included in this document. 22.9 Merrill Lynch South Africa has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they are included in this document 22.10 UBS has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they are included in this document.

23 Dates of valuations in the Valuation Reports The property valuations in the Valuation Reports, as set out in Parts VII and VIII of this document, are as at 31 December 2013 and 6 March 2014, respectively. There has been no material change to the values of the properties since the dates of the Valuation Reports.

24 General 24.1 The total costs, charges and expenses payable by the Company in connection with the Rights Issue are estimated to be £12.0 million (exclusive of VAT).

264 24.2 The Company remains subject to the continuing obligations of the Listing Rules with regard to the issue of securities for cash and the provisions of Section 561 of the Companies Act (which confers on Shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to the share capital of the Company which is not the subject of the disapplication in Article 5.3 of the Articles of Association and in the resolution passed at the annual general meeting of Intu held on 8 May 2013. 24.3 The Existing Shares are in registered form, are capable of being held in uncertificated form and are admitted to the Official List and are traded on the main market for listed securities of the London Stock Exchange, with a secondary listing on the Main Board of the Johannesburg Stock Exchange. 24.4 The New Shares will be in registered form and, from each Admission, will be capable of being held in uncertificated form and title to such shares may be transferred by means of a relevant system (as defined in the CREST Regulations). Where New Shares are held in certificated form, share certificates will be sent to the registered members by first-class post. Where New Shares are held in CREST, the relevant CREST stock account of the registered members will be credited. The New Shares will be admitted fully paid with the ISIN GB0006834344 on the London Stock Exchange and with the ISIN GB0006834344 on the JSE.

25 Documents available for inspection Copies of the following documents may be inspected during usual business hours on any Business Day for a period of 12 months following Admission at the registered office of the Company, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom and at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandton, Johannesburg, South Africa 2196: • the Articles of Association; • the Intu Annual Report 2013, the Intu Annual Report 2012 and the Intu Annual Report 2011; • the consent letters referred to in paragraph 22 of this Part X; • the report on the unaudited pro forma financial information by PricewaterhouseCoopers LLP set out in Part VI ‘‘Unaudited Pro Forma Statement of Net Assets’’; • the Valuation Reports; • the service contracts of the Executive Directors referred to in paragraph 9.4 of this Part X; • the appointment letters of the Non-Executive Directors referred to in paragraph 9.4 of this Part X; and • this document.

26 Announcement on completion of the Rights Issue The Company will make an appropriate announcement to a RIS giving details on the completion of the Rights Issue.

265 PART XI DOCUMENTATION INCORPORATED BY REFERENCE The Intu Annual Report 2013, the Intu Annual Report 2012 and the Intu Annual Report 2011 are available for inspection in accordance with paragraph 25 of Part X ‘‘Additional Information’’ of this document. These documents are also available on Intu’s website at www.intugroup.co.uk. No part of the Intu Annual Report 2013, Intu Annual Report 2012 or the Intu Annual Report 2011 is incorporated herein except as expressly stated below. It should be noted that the other sections of such documents that are not incorporated by reference are either not relevant to Shareholders and others or are covered elsewhere in this document. Information that is itself incorporated by reference or referred or cross-referred to in these documents is not incorporated by reference into this document.

Consolidated financial statements of the Group

Accounts for the period as at and ended 31 December 31 December 31 December 2013 2012 2011 Consolidated income statements ...... page 107 page 95 page 86 Balance sheets ...... page 109 page 97 page 88 Consolidated statement of comprehensive income .... page 108 page 96 page 87 Statements of cash flows ...... page 113 page 101 page 92 Principal accounting policies ...... N/A(1) N/A(2) N/A(3) Notes to the accounts ...... pages 114-152 pages 102-138 pages 93-129 Independent auditors’ report ...... page 104 page 94 page 85

Notes: (1) Principal accounting policies can be found in Note 2 to the audited financial statements contained in the Intu Annual Report 2013. (2) Principal accounting policies can be found in Note 2 to the audited financial statements contained in the Intu Annual Report 2012. (3) Principal accounting policies can be found in Note 2 to the audited financial statements contained in the Intu Annual Report 2011.

266 PART XII DEFINITIONS In this document the following expressions have the following meaning unless the context otherwise requires: 2018 Convertible Bonds £300.0 million 2.5 per cent. guaranteed convertible bonds due 2018 issued by Intu (Jersey) Limited, a subsidiary of the Company, on 4 October 2012 to certain institutional investors. Acceptance Date The date by which Qualifying Shareholders must exercise their Rights in order to participate in the Rights Issue, which is expected to be 17 April 2014. Accounts The audited consolidated financial statements of Intu as at and for the financial years ended 31 December 2013, 2012 and 2011 and the notes thereto which are incorporated herein by reference. Acquisition The acquisition of a 50 per cent. interest in the Merry Hill Target Entities, a 100 per cent. interest in the Derby Target Entities and a 100 per cent. interest in the Sprucefield Target Entities by the Buyers from the Sellers. Admission Together, UK Admission and South African Admission. Admission and Disclosure Standards The ‘‘Admission and Disclosure Standards’’ of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange’s main market for listed securities. Affiliate Any holding company, subsidiary, branch or associated undertaking (including, without limitation, joint venture partners) from time to time or any subsidiary, branch or associated undertaking (including, without limitation, joint venture partners) of any such holding company from time to time. all-in annual cost The total annualised accounting charge as a percentage of the drawn debt, including interest payable and other costs such as amortisation of fees incurred in the arrangement of the debt. Articles of Association or Articles The articles of association of the Company. Authorised Dealer A person authorised by the South African treasury to deal in foreign exchange. Banks Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa and UBS. Billown Trust The Billown Settlement Trust. Board The board of directors of Intu. Business Day A day (excluding Saturdays and Sundays or public holidays in England and Wales or South Africa) on which banks generally are open for business in London or Johannesburg for the transaction of normal business. Buyers Certain subsidiaries of the Company. CBRE CBRE Limited. CMA or Common Monetary Area The Common Monetary Area comprising South Africa, Lesotho, Swaziland and Namibia.

267 CMBS Commercial mortgage backed securities notes. Companies Act The UK Companies Act 2006, as amended from time to time. Company Intu Properties plc, a company incorporated under the laws of England and Wales (registered under no. 03685527), with its registered office at 40 Broadway, London SW1H 0BT and registered as an external company in South Africa (registered under No. 1999/012910/10), with its registered external office at Liberty Life Centre, 1 Ameshoff Street, Braamfontein, Johannesburg, 2001 South Africa. Convertible Bonds The Peel Convertible Bonds and the 2018 Convertible Bonds. Corporate Governance Code The UK Corporate Governance Code published by the Financial Reporting Council, as in force from time to time. CREST The relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland Limited is the operator). CREST Manual The rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear UK & Ireland on 15 July 1996 and as amended since). CREST Member A person who has been admitted by Euroclear UK & Ireland as a system member (as defined in the CREST Regulations). CREST Participant A person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations). CREST Regulations The Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended. CREST Sponsor A CREST Participant admitted to CREST as a CREST sponsor. CREST Sponsored Member A CREST Member admitted to CREST as a sponsored member. CSDP A person that holds in custody and administers securities or an interest in securities and that has been accepted in terms of the Financial Markets Act by a central securities depository as a participant in that central securities depository or a ‘‘participant’’, as defined in the Financial Markets Act. Cushman & Wakefield Cushman & Wakefield LLP. Daily Official List The daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange. Dealing Day A day on which dealings in domestic equity market securities may take place on the London Stock Exchange and JSE. Derby Westfield Derby shopping centre. Derby Target Entities The corporate entities that hold the properties that comprise Derby. Directors The Executive Directors and Non-Executive Directors, whose names appear on page 39 of this document.

268 Disclosure and Transparency Rules The rules relating to the disclosure of information made in accordance with Section 73A(3) of the FSMA. Dividend Adjusted South African The closing, middle market quotation in South African Rand of Closing Price an Existing Share trading on the Johannesburg Stock Exchange, less the South African Rand equivalent of the 2013 final dividend of 10 pence per Existing Share which will not be payable on the New Shares. Dividend Adjusted UK Closing Price The closing, middle market quotation in pounds sterling of an Existing Share trading on the London Stock Exchange, less the 2013 final dividend of 10 pence per Existing Share which will not be payable on the New Shares. Drawstop Event The failure of the relevant borrower to satisfy any condition precedent to drawdown under a Facilities Agreement, or any other event specified in a Facilities Agreement which results in the relevant lenders not being obliged to advance the relevant facility under that Facilities Agreement. DTZ DTZ Debenham Tie Leung Limited. Due Underwriting Proportions The proportions in which the Underwriters will subscribe for New Shares pursuant to the terms and conditions of the Underwriting Agreement, which in the case of Merrill Lynch International is 40 per cent., in the case of UBS is 40 per cent. and in the case of HSBC is 20 per cent. EBITDA Earnings before interest, tax, depreciation and amortisation. Enlarged Issued Share Capital The Company’s ordinary issued share capital following the issue of the New Shares. EPRA European Public Real Estate Association, the publisher of Best Practice Recommendations intended to make financial statements of public real estate companies in Europe clearer, more transparent and comparable. EPS or earnings per share Earnings per Ordinary Share adjusted to exclude valuation movements, exceptional items and related tax. Equity One Equity One, Inc. ERV or estimated rental value The external valuers’ estimates of the Group’s share of the current annual market rent of all lettable space net of any non-recoverable charges, before bad debt provision and adjustments required by International Accounting Standards regarding tenant lease incentives. EU or European Union The European Union. Exchange Control The restrictions applicable to residents and non-residents on the remittance of funds from the CMA to a country outside the CMA. Exchange Control Regulations The Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act No. 9 of 1933. Executive Directors The executive directors of Intu. Existing Shares The Ordinary Shares in issue as at the date of this document. Ex-Rights Date 8:00 a.m. (London time) 31 March 2014 (in the case of Shareholders whose Shares are on the UK Register) or 9:00 a.m. (Johannesburg time) 31 March 2014 (in the case of Shareholders whose Shares are on the SA Register).

269 Facilities Agreements The three debt facility agreements entered into by the Buyers and/or their subsidiaries and affiliates in relation to the part funding of the price payable by the Buyers in relation to the Acquisition and other costs related to the Acquisition as described more fully in paragraph 8 of Part I ‘‘Letter from the Chairman of Intu Properties plc’’ of this document. Financial Adviser Rothschild. Financial Conduct Authority or FCA The Financial Conduct Authority of the United Kingdom. Financial Markets Act The South African Financial Markets Act No. 19 of 2012. Form of Instruction Each of the forms of instruction, to be posted to Qualifying South African Shareholders who hold their Existing Shares in certificated form, in respect of their Letters of Allocation and reflecting the entitlement of that Qualifying Shareholder to Nil Paid Rights. FSMA The Financial Services and Markets Act 2000, as amended. Fully Paid Rights Rights to acquire the New Shares fully paid. Gordon Family Sir Donald Gordon, Richard Gordon, their family and related trusts. Gordon Family Interests The interests in the Company of the Gordon Family. Group The Company and, where appropriate, its subsidiaries from time to time. headline ITZA rent Annual contracted rent per square foot after expiry of concessionary periods in terms of zone A. HMRC HM Revenue & Customs. HSBC HSBC Bank plc of 8 Canada Square, London E14 5HQ. IASB The International Accounting Standards Board. IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board. initial stabilised yield Annual uplift in net rental income assuming the units developed are fully occupied and any rent free periods given to tenants have ended expressed as a percentage of the total cost of the development, including a notional finance cost. Intu The Company or, where appropriate, the Group or the relevant member of the Group. Intu Annual Report 2011 The annual report and accounts of the Group for 31 December 2011. Intu Annual Report 2012 The annual report and accounts of the Group for 31 December 2012. Intu Annual Report 2013 The annual report and accounts of the Group for 31 December 2013. Intu Share Plans or ESOP The Intu Properties plc Approved Share Option Scheme, the Intu Properties plc Unapproved Share Option Scheme, the Intu Properties plc Bonus Scheme and the Intu Properties plc Share Incentive Plan. IPD Investment Property Databank Ltd, producer of an independent benchmark of property returns.

270 Issue Price The UK Issue Price or the South African Issue Price, as appropriate. Johannesburg Stock Exchange or JSE JSE Limited (Registration number 2005/022939/06), a company duly registered and incorporated with limited liability under the company laws of South Africa, licensed to operate an exchange under the Financial Markets Act, or the securities exchange operated by that company, as the context may require. Joint Bookrunners HSBC, Merrill Lynch International and UBS. JSE Listing Requirements The JSE Ltd listing requirements in force as at the date of this document. Knight Frank Knight Frank LLP. Letters of Allocation A renounceable letter of allocation issued by the Company in electronic form conferring Nil Paid Rights on a Qualifying South African Shareholder. LIBOR London Interbank Offer Rate. like-for-like basis In relation to investment properties, investment properties which have been owned without significant capital expenditure in any relevant period, so that income, capital and yields can be compared on a like-for-like basis. Listing Rules The Listing Rules made by the FCA under Part VI of the FSMA. London Stock Exchange or LSE London Stock Exchange plc. major space users A lessee of greater than 10,000 sq. ft. of space. Merrill Lynch International Merrill Lynch International of 2 King Edward Street, London EC1A 1HQ. Merrill Lynch South Africa Merrill Lynch South Africa (Pty) Limited of 138 West Street, Sandton, Johannesburg, South Africa 2196. Merry Hill Westfield Merry Hill shopping centre. Merry Hill Target Entities The corporate entities that hold the properties that compromise Merry Hill. Money Laundering Regulations The Money Laundering Regulations 2007 (SI 2007/2157). MTM instruction Many-to-many (or complex) delivery, a form of CREST transaction. net initial yield Annualised net rent on investment property (after deduction of revenue costs such as head rent, running void, service charge after shortfalls, empty rates and merchant association contribution) expressed as a percentage of the gross market value before deduction of theoretical acquisition costs, consistent with EPRA’s net initial yield. net rental income The Group’s share of net rents receivable, having taken due account of non-recoverable costs, bad debt provisions and adjustments to comply with IFRS including those regarding tenant lease incentives. New Shares The new Ordinary Shares of 50 pence each proposed to be issued and allotted by the Company pursuant to the Rights Issue.

271 Nil Paid Rights In the case of Qualifying Shareholders (other than Qualifying South African Shareholders), New Shares in nil paid form provisionally allotted to such Qualifying Shareholders pursuant to the Rights Issue and, in the case of Qualifying South African Shareholders, the right to subscribe for New Shares at the South African Issue Price, as represented by Letters of Allocation automatically credited to their CSDP or broker accounts or, in the case of Qualifying South African Shareholders who hold their Shares in certificated form, the account of the SA Registrar for the benefit of such Shareholder. nominal equivalent yield The effective annual yield to a purchaser from the assets individually at market value after taking account of notional acquisition costs assuming rent is receivable annually in arrears, reflecting estimated rental values but disregarding potential changes in market rents. Non-CREST Shareholders Shareholders whose Shares are on the UK Register and are held in certificated form. Non-Executive Directors The non-executive directors of Intu. Non-PID Dividend Any dividend received by a Shareholder of the Company that is not a PID. occupancy The passing rent of let and under offer units expressed as a percentage of the passing rent of let and under offer units plus ERV of un-let units, excluding development and recently completed properties. Units let to tenants in administration and still trading are treated as let and those no longer trading are treated as un-let. Official List The Official List of the FCA pursuant to Part VI of the FSMA. Ordinary Shares or Shares The ordinary shares of 50 pence each in the share capital of the Company (including, if the context requires, the New Shares). Overseas Shareholders Shareholders or Qualifying Shareholders, as the context so requires, who have registered addresses, or who are located, outside the United Kingdom or South Africa. Participant ID The identification code or membership number used in CREST to identify a particular CREST Member or CREST Participant. Part VI Rules The rules contained in Part VI of the FSMA. passing rent The Group’s share of contracted annual rents receivable at the balance sheet date. This takes no account of accounting adjustments made in respect of rent free periods or tenant incentives, the reclassification of certain lease payments as finance charges or any irrecoverable costs and expenses, and does not include excess turnover rent, additional rent in respect of unsettled rent reviews or sundry income such as from car parks or similar. Peel Convertible Bonds £154.3 million 3.75 per cent. perpetual subordinated convertible bonds issued by the Company on 28 January 2011 to Peel Chapel Holdings (IOM) Limited and Peel Holdings (TTC) Limited in connection with the acquisition of the Trafford Centre. Peel Group Peel Holdings Group Limited, a company incorporated in the Isle of Man (registered no. 06198V), and its subsidiaries from time to time.

272 PMA Property Market Analysis LLP, an independent property consultancy firm dedicated to the provision of research and forecasting in the property sector. pounds sterling or £ The lawful currency of the United Kingdom. Properties The properties which are the subject of the Valuation Reports at Part VII ‘‘Valuation Reports as at 31 December 2013 for the Group’’ of this document. Property Income Distribution(s) or A dividend received by a shareholder of a REIT in respect of PID profits and gains of the qualifying property rental business of UK resident group companies and the qualifying property rental business in the UK of non-UK resident group companies. Prospectus Rules The Prospectus Rules published by the FCA under Section 73A of the FSMA. Provisional Allotment Letters or The renounceable provisional allotment letters relating to the PALs Rights Issue, expected to be dispatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Qualifying Non-CREST Shareholders with registered addresses in the United States or any of the Restricted Jurisdictions) as described in Part III ‘‘Information in relation to the Rights Issue’’ of this document. QIBs Qualified Institutional Buyers as defined in Rule 144A. QIC Queensland Investment Corporation and its subsidiaries. Qualifying CREST Shareholder Shareholders whose Shares are on the UK Register as at the UK Record Date and which are in uncertificated form and held through CREST. Qualifying Non-CREST Shareholder Shareholders whose Shares are on the UK Register as at the UK Record Date and which are held in certificated form. Qualifying Shareholder A Qualifying Non-CREST Shareholder, Qualifying CREST Shareholder and/or Qualifying South African Shareholder, as the case may be. Qualifying South African Shareholders on the SA Register as at the SA Record Date. Shareholders Rand or ZAR or R or Rand and The currency of South Africa. cents Record Date The UK Record Date and/or the SA Record Date, as the context so requires. Registrar The UK Registrar and/or the SA Registrar, as the context requires. Regulation S Regulation S under the US Securities Act. Regulatory Information Service or One of the regulatory information services authorised by the UK RIS Listing Authority to receive, process and disseminate regulatory information in respect of listed companies. Restricted Jurisdiction Canada, Japan and Switzerland and any other jurisdiction outside the United Kingdom or South Africa where the Company is advised that the allotment or issue of New Shares pursuant to the Rights Issue would or may infringe the relevant laws and regulations for such jurisdiction or would or may require to Company to obtain any governmental or other consent or to effect any registration, filing or other formality

273 which, in the opinion of the Company, it would be unable to comply with or is unduly onerous. RICS Royal Institution of Chartered Surveyors. Rights The Nil Paid Rights and/or the Fully Paid Rights. Rights Issue The 2 for 7 rights issue by the Company, as more particularly described in Part III ‘‘Information in relation to the Rights Issue’’ of this document. Rights Issue Entitlement Such number of New Shares to which a Qualifying Shareholder is entitled. Rothschild N M Rothschild & Sons Limited. Rule 144A Rule 144A under the US Securities Act. SA Record Date Close of business on 4 April 2014. SA Register The branch register of members of the Company in South Africa. SA Registrar or Computershare Computershare Investor Services (Pty) Ltd (registration number 2004/003647/07), 70 Marshall Street, Johannesburg 2001, PO Box 61763, Marshalltown 2107, South Africa. SARB The South African Reserve Bank. SA Sponsor Merrill Lynch South Africa. SDRT Stamp duty reserve tax. Secured Group Structure or SGS The Group’s secured group structure established in February 2013 to provide a new debt funding platform through a special purpose vehicle (Intu (SGS) Finance plc) for issuing investment grade secured debt. Sellers The Westfield Entities. Senior Management The senior management of the Group, whose names appear on page 238 of this document. Senior Manager Each member of Senior Management. SENS The Stock Exchange News Service of the Johannesburg Stock Exchange. Shareholder Holder of Ordinary Shares. Shareholder Helplines The UK Shareholder Helpline and the South African Shareholder Helpline. South Africa The Republic of South Africa. South African Admission Admission, in accordance with the JSE Listing Requirements, of the Letters of Allocation and the New Shares, as the context requires, to listing and trading on the Main Board of the JSE. South African Companies Act The Companies Act No. 71 of 2008, as amended. South African Issue Price ZAR32.28, the price at which New Shares will be issued to Qualifying South African Shareholders pursuant to the Rights Issue. South African Resident Shareholder A Qualifying Shareholder that is considered a resident of South Africa under the Exchange Control Regulations.

274 South African Shareholder Helpline The number 011 370 5000 (when dialling from inside South Africa), +27 11 370 5000 (when dialling from outside South Africa) available from 8:00 a.m. to 5:00 p.m. (Johannesburg time) Monday to Friday (except public holidays). Sponsor Rothschild. Sprucefield Sprucefield retail park in Northern Ireland. Sprucefield Target Entities The corporate entities that hold the properties that comprise Sprucefield. sq. ft. Square feet. Strate Strate Limited (registration number 1998/022242/06), a company incorporated in accordance with the laws of South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system used by the JSE. subsidiary undertaking As defined in Section 1162 of the Companies Act. Takeover Code The City Code on Takeovers and Mergers. Target Entities The Derby Target Entities, the Merry Hill Target Entities and the Sprucefield Target Entities. The Intu Trafford Centre Group Intu Trafford Centre Group Limited, a company incorporated in the Isle of Man (registered no. 004199V) and its subsidiaries from time to time. topped-up NIY Net initial yield adjusted for the expiration of rent free periods and other unexpired lease incentives. total property return The change in market value of property in the period adjusted for the impact of any capital expenditure and/or capital disposals in the period, plus net income receivable at the end of the period expressed as a percentage of the market value at the start of the period plus any capital expenditure in the period. UBS UBS Limited of 1 Finsbury Avenue, London EC2M 2PP. UK Admission The admission of the New Shares nil paid to the Official List becoming effective in accordance with the Listing Rules and the admission of the New Shares nil paid to trading on the London Stock Exchange’s main market for listed securities, becoming effective in accordance with the Admission and Disclosure Standards. UK Issue Price 180 pence, the price at which New Shares will be issued to Qualifying Shareholders (other than Qualifying South African Shareholders) pursuant to the Rights Issue. UK Listing Authority or UKLA The FCA in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the FSMA. UK Record Date Close of business on 25 March 2014. UK Register The register of members of the Company in the United Kingdom. UK Registrar or Capita Asset Capita Asset Services, a trading name of Capita Registrars Services Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

275 UK Shareholder Helpline The number 0871 664 0321 (when dialling from inside the United Kingdom) or +44 20 8639 3399 (when dialling from outside the United Kingdom) available from 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday (excluding bank holidays). uncertificated or in uncertificated Recorded on the relevant register of the share or security form concerned as being held in uncertificated form in CREST or Strate and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST or by Strate, as the case may be. Underwriters HSBC, Merrill Lynch International and UBS. Underwriting Agreement The sponsor and underwriting agreement dated 20 March 2014 between the Company and the Banks in respect of the Rights Issue. United Kingdom or UK The United Kingdom of Great Britain and Northern Ireland. United States or US The United States of America, its territories and possessions, any state of the United States and the District of Columbia. US dollars or dollars or USD or US$ United States dollars and cents, the currency of the United or $ States. US Exchange Act The US Securities Exchange Act of 1934. US Securities Act The US Securities Act of 1933. Valuation Reports The valuation reports produced by the Valuers as set out in Parts VII ‘‘Valuation Reports as at 31 December 2013 for the Group’’ and VIII ‘‘Valuation Report as at 6 March 2014 for Merry Hill, Derby and Sprucefield’’ of this document. Valuers CBRE, Cushman & Wakefield, DTZ and Knight Frank. VAT Value Added Tax. Westfield Entities In respect of the corporate entities that hold (i) Merry Hill—UK Shopping Centres (No. 1) LLC, UK Shopping Centres (No. 3) LLC, The Westfield Core Shopping Centre Fund Limited Partnership, Westfield Investments Pty Limited, Duelguide Holdings Limited, Westfield Merry Hill Limited, Cavemont Pty. Limited, UK Shopping Centres Trustee (No. 1) Limited, UK Shopping Centres Trustee (No. 2) Limited and Westfield Holdings Limited; (ii) Derby—Cavemont Pty. Limited, Westfield UK Limited Partnership, The Westfield Core Shopping Centre Fund Limited Partnership, Derby SLP Limited Partnership, Westfield RSCF Management Pty Limited, Westfield Developments Pty Limited and Westfield Holdings Limited; and (iii) Sprucefield—Duelguide Holdings Limited, Duelguide Limited and Westfield Holdings Limited. Wider Peel Group The Peel Group, the Billown Trust, any other undertaking controlled by the Billown Trust, any beneficiary of the Billown Trust and any person acting in concert with any such persons.

276 Merrill Corporation Ltd, London 14ZAX45301