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Important notice THIS OFFERING MEMORANDUM IS AVAILABLE ONLY (1) IN THE UNITED STATES TO INVESTORS WHO ARE QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR (2) OUTSIDE THE UNITED STATES TO NON-US PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE US SECURITIES ACT (AND ONLY TO INVESTORS WHO, IF RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, ARE QUALIFIED INVESTORS UNDER DIRECTIVE 2003/71/EC, AS AMENDED (THE “PROSPECTUS DIRECTIVE”). IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the US Securities Act) or (2) non-US persons (within the meaning of Regulation S under the US Securities Act) outside the United States; provided that investors resident in a Member State of the European Economic Area must be qualified investors (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area). This Offering Memorandum is being sent at your request and by accepting the email and accessing this Offering Memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) not a US person and that the electronic mail address that you gave us and to which this Offering Memorandum has been delivered is not located in the United States (and if you are resident in a Member State of the European Economic Area, you are a qualified investor) and (2) that you consent to delivery of such Offering Memorandum by electronic transmission. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Memorandum to any other person. You may not transmit the attached Offering Memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its content to any other person, except with the consent of the Initial Purchasers. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Initial Purchasers, Wagamama Finance plc or any of their subsidiaries nor any person who controls them nor any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. Restrictions: The attached document is being furnished in connection with an offering exempt from registration under the US Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction. Recipients of the attached Offering Memorandum who intend to subscribe for or purchase securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the attached Offering Memorandum. Any securities to be issued will not be registered under the US Securities Act and may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the US Securities Act) unless registered under the US Securities Act or pursuant to an exemption from such registration. Notwithstanding the foregoing, prior to the expiration of a 40-day distribution compliance period (as defined under Regulation S under the US Securities Act) commencing on the issue date, the securities may not be offered or sold in the United States or to, or for the account or benefit of, US persons, except pursuant to another exemption from the registration requirements of the US Securities Act. This communication is for distribution only to, and is directed solely at persons who (i) are outside the United Kingdom; (ii) are investment professionals, as such term is defined in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The attached Offering Memorandum must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the attached Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the attached Offering Memorandum or any of its contents. Offering Memorandum Strictly Confidential Not for general distribution in the United States Wagamama Finance plc £150,000,000 7.875% Senior Secured Notes due 2020 Wagamama Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), is offering (the “Offering”) £150,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2020 (the “Notes”). The Notes will bear interest at a rate of 7.875% and will mature on February 1, 2020. The Issuer will pay interest on the Notes semi-annually in arrears on each February 1 and August 1 commencing on August 1, 2015. The proceeds of the Notes will primarily be used to repay existing indebtedness. See “Use of Proceeds”. The Issuer may redeem the Notes in whole or in part at any time on or after February 1, 2017 at the redemption prices specified herein. Prior to February 1, 2017, the Issuer may redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of such Notes, plus a “make-whole” premium as of, and accrued and unpaid interest and additional amounts to, if any, the redemption date. Prior to February 1, 2017, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at the redemption prices set forth in this Offering Memorandum. The Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting a “change of control”, the Issuer may be required to make an offer to repurchase the Notes. The Notes will be senior secured obligations of the Issuer, will rank senior in right of payment to all of the Issuer’s future debt that is expressly subordinated in right of payment to the Notes and will rank pari passu in right of payment with the Issuer’s existing and future debt that is not subordinated, including the Issuer’s obligations under the Revolving Credit Facility (as defined herein). On the Issue Date, the Notes will be guaranteed on a senior secured basis (the “Guarantees”, and each of them, a “Guarantee”) by Mabel Mezzco Limited (“Mezzco”) and certain of its subsidiaries (collectively, the “Guarantors”, and each of them, a “Guarantor”).

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