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Wellcome Trust Finance Plc (Incorporated in England and Wales Under the Companies Act 1985 with Registered Number 5857955) £275,000,000 4.75 Per Cent

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Wellcome Trust Finance Plc (Incorporated in England and Wales Under the Companies Act 1985 with Registered Number 5857955) £275,000,000 4.75 Per Cent Wellcome Trust Finance plc (incorporated in England and Wales under the Companies Act 1985 with registered number 5857955) £275,000,000 4.75 per cent. Guaranteed Bonds due 2021 guaranteed (as described herein) by Wellcome Trust (a charity registered under the Charities Act 1993 with registered number 210183) Issue Price 98.902 per cent The £275,000,000 4.75 per cent. Guaranteed Bonds due 2021 (the “Bonds”) will be issued by Wellcome Trust Finance plc (the “Issuer”). The payment of all amounts due in respect of the Bonds will be unconditionally and irrevocably guaranteed pursuant to the terms of a guarantee (the “Guarantee”) given by The Wellcome Trust Limited (in its capacity as trustee of the Wellcome Trust). Interest on the Bonds is payable annually in arrear on 28 May in each year. Payments on the Bonds will be made without withholding or deduction for or on account of taxes of the United Kingdom to the extent described under “Terms and Conditions of the Bonds – Taxation”. The Bonds will mature on 28 May 2021 but may be redeemed before that date at the option of the Issuer in whole but not in part at any time at a redemption price which is equal to the higher of (i) their principal amount and (ii) a price calculated by reference to the yield on the relevant United Kingdom government stock, plus 0.10 per cent., in each case, together with accrued interest. See “Terms and Conditions of the Bonds – Redemption and Purchase”. The Bonds are also subject to redemption in whole but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the United Kingdom. See “Terms and Conditions of the Bonds – Redemption and Purchase”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Bonds to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Bonds to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to Bonds being “listed” (and all related references) shall mean that the Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Bonds will initially be represented by a temporary global bond (the “Temporary Global Bond”), without interest coupons, which will be issued in new global note (“NGN”) form as they are intended to be eligible collateral for Eurosystem monetary policy. The Temporary Global Bond will be delivered on or prior to 28 May 2009 to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Temporary Global Bond will be exchangeable for interests in a permanent global bond (the “Permanent Global Bond” and together with the Temporary Global Bond, the “Global Bonds”), without interest coupons, on or after a date which is expected to be 7 July 2009 upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable for definitive Bonds in bearer form in the denominations of £50,000 and integral multiples of £1,000 in excess thereof, up to and including £99,000 in the limited circumstances set out in it. No definitive Bonds will be issued with a denomination above £99,000. See “Summary of Provisions relating to the Bonds while in Global Form”. The Bonds will be rated AAA by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies Inc. (“Standard & Poor’s”) and rated Aaa by Moody’s Investors Service Limited (“Moody’s”). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. This Prospectus does not describe all the risks of an investment in the Bonds. Barclays Capital J.P. Morgan Cazenove Morgan Stanley 26 May 2009 This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer, the Wellcome Trust, the Wellcome Trust and its subsidiaries taken as a whole (the “Group”) and the Bonds which according to the particular nature of the Issuer, the Wellcome Trust, the Group and the Bonds is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the Wellcome Trust and the Group and of the rights attaching to the Bonds. Each of the Issuer and The Wellcome Trust Limited (in its capacity as trustee of the Wellcome Trust) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer and The Wellcome Trust Limited (in its capacity as trustee of the Wellcome Trust) (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated in, and form part of, the Prospectus. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Wellcome Trust, The Wellcome Trust Limited (in its capacity as trustee of the Wellcome Trust) or the Managers (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Wellcome Trust, The Wellcome Trust Limited (in its capacity as trustee of the Wellcome Trust) and the Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus see “Subscription and Sale” below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Wellcome Trust, The Wellcome Trust Limited (in its capacity as trustee of the Wellcome Trust) or the Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Wellcome Trust since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Wellcome Trust since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of this Prospectus. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons. In this Prospectus, references to “£”, pounds and “sterling” are to the lawful currency of the United Kingdom. In connection with the issue of the Bonds, Barclays Bank PLC (the “Stabilising Manager”) or any person acting on behalf of the Stabilising Manager may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules. 2 TABLE OF CONTENTS Documents Incorporated by Reference ....................................................................................
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