Letter to Shareholders

Capital Properties New Zealand Limited
Level 11, The Bayleys Building
Cnr Brandon Street & Lambton Quay
PO Box 1690, Wellington
New Zealand

28 October 2005

LETTER TO SHAREHOLDERS

Capital Properties New Zealand Limited ("Capital Properties") today released to NZX a letter which is being mailed to shareholders. A copy of the letter will also be made available later today on Capital Properties website at www.cpnz.co.nz under Articles/Media Releases.

Chairman of Capital Properties’ Independent Directors’Committee Tony Frankham said that the shareholder letter was being sent to inform shareholders about recent communications between AMP Property Portfolio Investments Limited ("AMP Property Portfolio") and the Independent Directors, in relation to AMP Property Portfolio’s takeover offer and Capital Properties’ target company statement issued in response to the offer.

“In the letter we highlight aspects of this recent communication exchange and other information in the public domain which, in the opinion of the Independent Directors, are worthy of further comment to shareholders”Mr Frankham said.

AMP Property Portfolio is offering $1.42 for each Capital Properties share. The Independent Adviser appointed under the Takeovers Code, Deloitte, assessed that the $1.42 a share offer was not fair to shareholders and was below the fair value range of $1.48 to $1.73 a share with a mid-point of $1.60. The Capital Properties Independent Directors’ Committee has recommended that shareholders not accept the current offer.

ENDS

See... http://img.scoop.co.nz/media/pdfs/0510/Shareholder_Letter_281005.pdf

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