Directors’ remuneration policy
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
("Capital & Regional" or "the Company")
DIRECTORS' REMUNERATION POLICY
The notice of Annual General Meeting ("AGM") of Capital & Regional to be held on Thursday, 16 May 2019 includes
at resolution 3, a proposal to adopt a new Directors' Remuneration Policy (the "Policy") which will replace the existing
Directors' Remuneration Policy.
Following further consultation with our key shareholders and representative bodies, the Remuneration Committee ("the
Committee") is proposing the following changes to the Policy contained in pages 48 to 54 of our 2018 Annual Report
(available in the Investor Info section of the Capital & Regional website at https://capreg.com/investor-info/reports-
- the removal of the ability to grant an ex-gratia award to an incoming Executive Director; and
- that the maximum combined incentive award potential in any year (300% of salary) will be adjusted downwards
to reflect the year on year reduction in the profit outturn (if any) or if the shareholder return over the same
period has been negative.
The board would like to remind shareholders that the deadline for receipt of proxy votes is 10.00am UK / 11.00am
SA time on Tuesday, 14 May 2019. The board hopes that shareholders will be able to support not only the resolution
proposing the Company's revised Directors' Remuneration Policy but also the other resolutions being proposed at the
Tony Hales, Chair of the Remuneration Committee, notes:
"We have engaged with our leading shareholders and governance rating agencies over the last few months and thank
them for their helpful comments and feedback. The Committee has taken this feedback on board and, to reflect
shareholders' views, have proposed these additional commitments within which the Committee will operate the proposed
new remuneration policy. The Board believes that the policy, is fair, aligns management's interests with shareholders,
ensures there is an appropriate focus on performance and is necessary for retaining the right talent in order to achieve
successful outcomes to the challenges facing the business."
9 May 2019
Notes to editors:
About Capital & Regional plc
Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering significant value
enhancing retail and leisure asset management opportunities across its c. £0.9 billion portfolio of in-town, dominant
community shopping centres.
Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone,
Walthamstow and Wood Green. Capital & Regional manages these assets through its in-house expert property and asset
For further information see capreg.com/
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