EGM Resolution

Capital & Regional PLC
28 December 2001


                                                              28 December 2001



        Capital & Regional plc ('Capital & Regional' or the 'Company')


                   EGM Resolution Requested by Shareholders


The Board of Capital & Regional has received from Dawnay, Day Properties
Limited, on behalf of three shareholders representing 11.13% of the issued
share capital of the Company, a notice requesting that the resolution set out
below be put before shareholders at an Extraordinary General Meeting.

The resolution proposed is as follows:

'That Capital & Regional shall not sell or otherwise transfer any asset(s), or
any interest in any asset, controlled or owned by the Company in one or a
series of transactions having, in any 12-month period a total value in excess
of 10% of the Company's gross property asset value into one or several
existing or prospective joint venture(s), quasi subsidiary(ies), partnership
(s), trust(s) or fund(s) unless (i) full details of the proposed sale or
transfer shall have been fully disclosed to all shareholders; (ii) the
transaction shall have been approved by independent shareholders in general
meeting; and (iii) any relevant contracts are put on display during the notice
period of the general meeting.'

The requisitioning shareholders have informed the Company that they intend to
submit a statement with respect to their proposed resolution and the Board of
Capital & Regional will consider its response once that statement is received.

As required by the Companies Act 1985 the resolution will be circulated to
shareholders shortly, together with the notice of the Extraordinary General
Meeting and the Board of Capital & Regional's recommended course of action.


Enquiries

Hudson Sandler:            Andrew Hayes

                                    020 7796 4133