IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore required to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, 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. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 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 SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. Confirmation of your Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, you must be a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) who is outside the United States. By accepting the email and accessing this Prospectus, you shall be deemed to have represented to us that you and any customers you represent are not a U.S. person; the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the U.S., its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia; and that you consent to delivery of this Prospectus by electronic transmission. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus 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 Prospectus to any other person. Any materials relating to the potential 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 potential offering be made by a licensed broker or dealer and any underwriter or any affiliate of any underwriter is a licensed broker or dealer in that jurisdiction, any offering shall be deemed to be made by the underwriter or such affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Recipients of this Prospectus who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Prospectus. This Prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. The Wellcome Trust Limited (incorporated in England and Wales under the Companies Acts 1985 to 1989 with registered number 2711000) £400,000,000 4 per cent. Bonds due 2059 Issue Price 99.574 per cent The £400,000,000 4 per cent. Bonds due 2059 (the “Bonds”) will be issued by The Wellcome Trust Limited (the “Issuer”) (in its capacity as trustee of the Wellcome Trust, a charity registered with the Charity Commission for England and Wales with registered charity number 210183 (the “Wellcome Trust”)). Interest on the Bonds is payable annually in arrear on 9 May in each year. If payments on the Bonds are subject to withholding or deduction for or on account of taxes of the United Kingdom, such payments will be increased to the extent and in the circumstances described under “Terms and Conditions of the Bonds – Taxation”. The Bonds will mature on 9 May 2059 but may be redeemed before that date at the option of the Issuer (in its capacity as trustee of the Wellcome Trust) 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 (in its capacity as trustee of the Wellcome Trust) 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”. This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (including the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange Plc (the “Irish Stock Exchange”) for the Bonds to be admitted to its official list (the “Official List”) and trading on the Main Securities Market of the Irish Stock Exchange (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 or talons, 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 9 May 2014 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 or talons, on or after a date which is expected to be 9 May 2014 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 £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000 in the limited circumstances set out in it. No definitive Bonds will be issued with a denomination above £199,000. 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 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. Standard & Poor’s and Moody’s are established in the EU and are registered under Regulation (EC) No 1060/2009. The Bonds may not be offered, sold or delivered within the United States or to U.S. persons unless the Bonds are registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption from the registration requirements under the Securities Act is available. The Bonds have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. For a further description of certain restrictions on the offering and sale of the Bonds and on distribution of this document, see "Subscription and Sale" below. 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. J.P. Morgan Cazenove Morgan Stanley 7 May 2014 2 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 (in its capacity as trustee of the Wellcome Trust), 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 (in its capacity as trustee of the Wellcome Trust), 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 (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust and the Group and of the rights attaching to the Bonds.