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Safeway Plc Wm Morrison Supermarkets

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Safeway Plc Wm Morrison Supermarkets THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or from an appropriately authorised independent financial adviser in a territory outside the United Kingdom. If you have sold or otherwise transferred all your Safeway Shares, please forward this document, together with the accompanying documents, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred only part of your holding of Safeway Shares, you should retain these documents. HSBC Bank plc, which is regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting for Safeway and no one else in connection with the Proposals and will not be responsible to anyone other than Safeway for providing the protections afforded to clients of HSBC Bank plc or for providing advice in relation to the Proposals. Citigroup Global Markets Limited is acting for Safeway and no one else in connection with the Proposals and will not be responsible to anyone other than Safeway for providing the protections afforded to clients of Citigroup Global Markets Limited or for providing advice in relation to the Proposals. ABN AMRO Corporate Finance Limited is acting for Morrisons and no one else in connection with the Proposals and will not be responsible to any other person for providing the protections afforded to clients of ABN AMRO Corporate Finance Limited or for providing advice in relation to the Proposals. This document should be read in conjunction with the accompanying documents, including the Listing Particulars relating to Morrisons, which have been prepared in accordance with the Listing Rules made under section 74 of the Financial Services and Markets Act 2000. A copy of the Listing Particulars has been delivered to the Registrar of Companies in England and Wales for registration in accordance with section 83 of that Act. Recommended merger of Safeway plc and Wm Morrison Supermarkets PLC by means of a Scheme of Arrangement under section 425 of the Companies Act 1985 A letter of recommendation to vote in favour of the Proposals from the Chairman of Safeway is set out in Part I of this document. Notices convening the Safeway Court Meeting and the Safeway EGM, each of which will be held at the Thistle Tower Hotel, St Katharine’s Way, London E1W 1LD on 11 February 2004, are set out at the end of this document. The Safeway Court Meeting will start at 10.00 a.m. and the Safeway EGM will start at 10.05 a.m. (or as soon thereafter as the Safeway Court Meeting has been concluded or adjourned). The action to be taken in respect of the Meetings is set out inside the front cover and in paragraph 12 of the letter from the Chairman of Safeway. Whether or not you plan to attend both or either of the Meetings, please complete the enclosed Forms of Proxy and return them in accordance with the instructions printed thereon, whether or not your Safeway Shares are in CREST, by post or, during normal business hours, by hand to Safeway’s registrars, Computershare Investor Services PLC (‘‘Computershare’’), at PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 3FA, as soon as possible, but in any event so as to be received by 10.00 a.m. on 9 February 2004 in the case of the Safeway Court Meeting and by 10.05 a.m. on 9 February 2004 in the case of the Safeway EGM. If the blue Form of Proxy for use at the Safeway Court Meeting is not lodged by then, it may be handed to Safeway’s registrars on behalf of the Chairman at the Safeway Court Meeting before the taking of the poll. However, in the case of the Safeway EGM, unless the pink Form of Proxy is lodged so as to be received by 10.05 a.m. on 9 February 2004, it will be invalid. The completion and return of a Form of Proxy will not prevent you from attending and voting at either the Safeway Court Meeting or the Safeway EGM, or any adjournment thereof, in person if you wish to do so. Alternatively, you can submit your proxies electronically at www.safeway.co.uk using the pin and shareholder reference numbers set out in the enclosed Forms of Proxy. Electronic proxy appointments must be received by 10.00 a.m. on 9 February 2004 in the case of the Safeway Court Meeting and by 10.05 a.m. on 9 February 2004 in the case of the Safeway EGM. If you have any questions relating to this document or the completion and return of your Forms of Proxy, please call Computershare on 0870 702 0123 (or, from outside the United Kingdom, +44 870 702 0123) between 9.00 a.m. and 5.00 p.m. Monday to Friday. Please note that calls to these numbers may be monitored or recorded, and no advice on the Proposals can be given. The new Morrisons Shares to be issued to Safeway Shareholders under the Scheme have not been and will not be registered under the US Securities Act of 1933, as amended. The new Morrisons Shares will be issued in reliance upon the exemption from the registration requirements of that Act provided by Section 3(a)(10) thereof. Safeway Shareholders who are or will be ‘‘affiliates’’ of Safeway or Morrisons prior to, or of Morrisons after, the Effective Date will be subject to certain US transfer restrictions relating to new Morrisons Shares received under the Scheme. This document contains certain statements that are or may be forward-looking. These statements typically contain words such as ‘‘intends’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘estimates’’ and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified elsewhere in this document as well as the following possibilities: future revenues are lower than expected; costs or difficulties relating to the integration of the businesses of Morrisons and Safeway, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places Morrisons and Safeway do business, are less favourable than expected; and/or conditions in the securities market are less favourable than expected. This document and the accompanying documents have been prepared for the purpose of complying with English law, the City Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The distribution of this document in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The new Morrisons Shares have not been approved or disapproved by the US Securities and Exchange Commission nor has such Commission or any US state securities commission passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Action to be taken Please check you have received with this document the following: • a blue Form of Proxy for use in respect of the Safeway Court Meeting on 11 February 2004 (attaching an attendance card in relation to the Safeway Court Meeting); • a pink Form of Proxy for use in respect of the Safeway EGM on 11 February 2004 (attaching an attendance card in relation to the Safeway EGM); • a green Form of Election for use in respect of the Mix and Match Facility; and • three reply-paid envelopes for use in the United Kingdom. To vote in favour of the Proposals Whether or not you plan to attend the Meetings, PLEASE COMPLETE AND SIGN BOTH the blue and pink Forms of Proxy and return them as soon as possible, but in any event so as to be received by no later than 10.00 a.m. on 9 February 2004 in the case of the Safeway Court Meeting (blue form) and by no later than 10.05 a.m. on 9 February 2004 in the case of the Safeway EGM (pink form). This will enable your votes to be counted at the Meetings in the event of your absence. Three reply-paid envelopes for use in the United Kingdom are enclosed for your convenience in returning the two Forms of Proxy and the Form of Election. If the blue Form of Proxy for use at the Safeway Court Meeting is not lodged by 10.00 a.m. on 9 February 2004, it may be handed to Safeway’s registrars on behalf of the Chairman at the Safeway Court Meeting before the taking of the poll.
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