Circular to Shareholders

Capital & Regional PLC
1 February 2002

                                                                01 February 2002


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

Posting of circular to shareholders and further EGM request by certain
shareholders

Posting of circular to shareholders

The Company is today posting to shareholders a circular containing further
information concerning the proposed transaction, announced on 25 January 2002,
under which Capital & Regional and clients of Morley Fund Management Limited
would form a £670 million shopping centre fund.  The proposed transaction is
subject to shareholder approval at an Extraordinary General Meeting which has
been convened for 12pm on 18 February 2002.

The circular provides details of the transaction and contains the following
section concerning current trading and prospects:

'On 11 September 2001 the Company announced its interim results for the six
months ended 24 June 2001.  The Company announced pre tax profits for the six
months of £4.8 million.  Since 24 June 2001, trading has been satisfactory.

The Board is optimistic about the prospects of Capital & Regional in light of
its recent transactions which the Board believes will, together with the
Proposed Transaction, have a beneficial impact on the Continuing Group's trading
performance.'



Further EGM resolution request by certain shareholders

The Board of Capital & Regional has received this afternoon from Dawnay, Day
Properties Limited, on behalf of three shareholders, a notice requesting that
certain resolutions be put before shareholders at an Extraordinary General
Meeting ('EGM').

This is the second request for an EGM to be proposed by Dawnay, Day in the last
six weeks.  Dawnay, Day withdrew, on 14 January 2002, their previous request to
convene an EGM.  The Company therefore cancelled the printing and posting of a
circular convening that meeting.

The Board will in due course consider its response to this latest request.



Enquiries

Michael Sandler/Andrew Hayes
Hudson Sandler
020 7796 4133



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