The £154, 317,000 million Convertible Bonds were issued on 28 January 2011 in connection with the acquisition of the Trafford Centres, Manchester from the Peel Group.

They are perpetual subordinated 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).

The initial conversion price is 400 pence per Ordinary Share. The initial conversion price may be adjusted downwards from time to time in accordance with the terms and conditions of the Convertible Bonds, including in circumstances where the Company pays a dividend in respect of its Ordinary Shares in excess of 15.0 pence in respect of any fiscal year.

Claims of bondholders, on a winding up of the Company, are subordinated to claims of senior creditors of the Company, but rank in priority to claims of holders of all classes of the Company’s share capital.

The Convertible Bonds bear interest at the rate of 3.75 per cent. per annum payable semi-annually in arrear.

Further information is contained in the Offering Circular.

The Convertible Bonds were admitted to the UKLA’s official list and to trading on the Professional Securities Market of the London Stock Exchange on 2 June 2011.

The Bonds have been accepted for clearance through the Clearstream, Luxembourg and Euroclear systems. The Common Code for the Bonds is 056463615. The International Securities Identification Number for the Bonds is XS0564636156.