Barclays Dealers Banco Bilbao Vizcaya Bank of China Barclays Bayerische Landesbank Argentaria, S.A

BASE PROSPECTUS National Express Group PLC (incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2590560) guaranteed by West Midlands Travel Limited (incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 2652253) £1,500,000,000 Euro Medium Term Note Programme Under the Programme, National Express Group PLC (the “Issuer”) may from time to time issue notes (the “Notes”) guaranteed by West Midlands Travel Limited (the “Guarantor”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive (as defined below), the minimum denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of such Notes). This base prospectus (the “Base Prospectus”) has been approved by the Financial Conduct Authority (the “FCA”), in its capacity as United Kingdom competent authority for the purposes of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the “Prospectus Directive”) and the relevant implementing measures in the United Kingdom (the “UK Listing Authority”), as a base prospectus in accordance with Article 5.4 of the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes issued under the Euro Medium Term Note Programme (the “Programme”) described in this Base Prospectus during the period of twelve months after the date hereof. Applications have been made for the Notes to be admitted during the period of twelve months after the date hereof to listing on the official list of the UK Listing Authority (the “Official List”) and to trading on the Regulated Market of the London Stock Exchange plc (the “London Stock Exchange”). The London Stock Exchange’s Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directives (2004/39/EC (“MiFID”) and 2014/65/EU (“MiFID II”)). The Issuer has been assigned a rating of Baa3 from Moody’s Investors Service Ltd. (“Moody’s”) and BBB- from Fitch Ratings Ltd. (“Fitch”). Each of Moody’s and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended, the “CRA Regulation”). A Series (as defined below) of Notes issued under the Programme may also be rated or unrated. Where a Series of Notes is rated, any such rating will be specified in the relevant Final Terms (as defined below) and will not necessarily be the same as the rating assigned to the Issuer. A credit 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. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantor to fulfil their respective obligations under the Notes are discussed under “Risk Factors” on pages 6 to 18 of this Base Prospectus. Arranger Barclays Dealers Banco Bilbao Vizcaya Bank of China Barclays Bayerische Landesbank Argentaria, S.A. BNP PARIBAS BofA Merrill Lynch CaixaBank Commerzbank HSBC ING MUFG NatWest Markets Santander Global Wells Fargo Securities Corporate Banking 3 October 2017 TABLE OF CONTENTS IMPORTANT NOTICES........................................................................................................................................ i RISK FACTORS .................................................................................................................................................... 6 USE OF PROCEEDS ........................................................................................................................................... 19 DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 20 FINAL TERMS, DRAWDOWN PROSPECTUSES AND SUPPLEMENTS...................................................... 21 FORM OF THE NOTES ...................................................................................................................................... 22 TERMS AND CONDITIONS OF THE NOTES.................................................................................................. 24 FORM OF FINAL TERMS.................................................................................................................................. 57 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ........................................ 67 DESCRIPTION OF THE ISSUER....................................................................................................................... 69 DESCRIPTION OF THE GUARANTOR............................................................................................................ 80 TAXATION .......................................................................................................................................................... 81 SUBSCRIPTION AND SALE ............................................................................................................................. 83 GENERAL INFORMATION ............................................................................................................................... 87 IMPORTANT NOTICES The Issuer accepts responsibility for all the information contained in this Base Prospectus and any Final Terms (as defined below). To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Guarantor accepts responsibility for the information contained in this Base Prospectus and any Final Terms, excluding the information set forth under “Description of the Issuer” on pages 69 to 79 and item (i) under “1. Authorisation”, the first paragraph under “4. Legal and Arbitration Proceedings” and the first paragraph under “5. Significant/Material Adverse Change” set forth under “General Information” on page 87 (the “WMTL Information”), and to the best of the knowledge of the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in the WMTL Information is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as completed by a document specific to such Tranche called final terms (the “Final Terms”) or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”) as described under “Final Terms, Supplements and Drawdown Prospectuses” below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any documents incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. No person has been authorised to give any information or to make any representation not contained or incorporated by reference in or not consistent with this Base Prospectus and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantor or any Dealer. None of the Dealers, the Trustee and any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them makes any representation or warranty or undertaking (express or implied) or accepts any responsibility or liability as to the accuracy or completeness of the information contained or incorporated by reference in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer or the Guarantor since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by

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