PROSPECTUS DATED 26 May 2015

Whitbread Group PLC (Incorporated with limited liability in England and with registered no. 00029423) £450,000,000 3.375 per cent. Guaranteed Bonds due 2025 Issue price: 98.914 per cent. The £450,000,000 3.375 per cent. Guaranteed Bonds due 2025 (the ‘‘Bonds’’) are issued by Group PLC (the ‘‘Issuer’’) and constituted by a trust deed to be dated on or about 28 May 2015 (the ‘‘Issue Date’’) (as amended or supplemented from time to time, the ‘‘Trust Deed’’) between the Issuer and the Trustee (as defined in ‘‘Terms and Conditions of the Bonds’’ (the ‘‘Conditions’’, and references herein to a numbered ‘‘Condition’’ shall be construed accordingly)). The Bonds will be guaranteed initially by Whitbread PLC, Hotels Limited and Costa Limited (together, the ‘‘Guarantors’’ and each a ‘‘Guarantor’’). Unless previously redeemed or cancelled, the Bonds will be redeemed at their principal amount on 16 October 2025 but may be redeemed in whole before then at the option of the Issuer at any time after the Issue Date at the relevant redemption amount described under ‘‘Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the option of the Issuer’’. The Bonds are also subject to redemption in whole, 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 . In addition, upon the occurrence of certain change of control events, which lead to negative ratings action being taken by any relevant credit rating agency, each Bondholder shall have the option to require the Issuer to redeem or purchase the Bonds of such holder at a price equal to the principal amount thereof plus accrued interest. See ‘‘Terms and Conditions of the Bonds – Redemption and Purchase’’. The Bonds will constitute direct, unconditional, unsubordinated and (subject to Condition 3) unsecured obligations of the Issuer and the Guarantee will constitute unconditional, unsubordinated and (subject to Condition 3) unsecured obligations of the Guarantors. See ‘‘Terms and Conditions of the Bonds – Guarantee and Status’’. The Bonds will bear interest from the Issue Date at the rate of 3.375 per cent. per annum payable annually in arrear on 16 October each year commencing on 16 October 2015. Payments on the Bonds will be made in pounds sterling without deduction for or on account of taxes imposed or levied by the United Kingdom to the extent described under ‘‘Terms and Conditions of the Bonds – Taxation’’. This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the ‘‘Financial Conduct Authority’’), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC, as amended (the ‘‘Prospectus Directive’’) and relevant implementing measures in the United Kingdom as a prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of the Bonds. Application has been made to the Financial Conduct Authority in its capacity as competent authority under Part VI of 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 Stock Exchange plc (the ‘‘’’) for the Bonds to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References in this Prospectus to the Bonds being ‘‘listed’’ (and all related references) shall mean that the Bonds have been admitted to the Official List and have been admitted to trading on the Market. 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 denominations of the Bonds shall be £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000. 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 and will be delivered on or prior to the Issue Date to a common safekeeper (the ‘‘Common Safekeeper’’) for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). The Temporary Global Bond will be exchangeable for interests in a permanent global bond (the ‘‘Permanent Global Bond’’), without interest coupons, on or after a date which is expected to be 7 July 2015, upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable for definitive Bonds in bearer form in denominations of £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000, in the limited circumstances specified in the Permanent Global Bond. No definitive Bonds will be issued with a denomination above £199,000. See ‘‘Overview of Provisions Relating to the Bonds while in Global Form’’. The Bonds are expected to be rated BBB by Fitch Ratings Limited (‘‘Fitch’’). Fitch is established in the EU and registered under Regulation (EC) No 1060/2009, as amended (the ‘‘CRA Regulation’’). 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. An investment in the Bonds involves certain risks. For a discussion of these risks see ‘‘Risk Factors’’.

Joint Lead Managers Lloyds Bank MUFG The Royal Bank of Scotland Co-Managers HSBC Santander Global Banking & Markets This Prospectus comprises a prospectus under the Prospectus Directive for the purpose of giving information with regard to the Issuer, the Group (as defined in Condition 2), the Guarantors and the Bonds which, according to the particular nature of the Issuer, the Guarantors 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 Guarantors and of the rights attaching to the Bonds. The Issuer and the Guarantors accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer and the Guarantors (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’’. Any information contained in this Prospectus which has been sourced from a third party has been accurately reproduced and, as far as the Issuer and the Guarantors are aware and are able to ascertain from information published by any such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. No person is or has been authorised to give any information or to make any representations other than those contained in or consistent with this Prospectus in connection with the issue or sale of the Bonds and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors, the Managers (as defined in ‘‘Subscription and Sale’’ below) or HSBC Corporate Trustee Company (UK) Limited (the ‘‘Trustee’’). 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 Guarantors since the date hereof or that there has been no adverse change in the financial position of the Issuer or the Guarantors since the date hereof or that any other information supplied in connection with the Bonds is correct as of any time after the date on which it is supplied or, if different, the date indicated in the document containing the same. The Managers and the Trustee have not approved or authorised the information contained in this Prospectus. Neither the Managers nor the Trustee make any representation, express or implied, or accept any responsibility, with respect to the accuracy or completeness of any of the information contained in this Prospectus or any other information provided by the Issuer or the Guarantors in connection with the distribution of the Bonds. Neither the Managers nor the Trustee accept any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer or the Guarantors in connection with the distribution of the Bonds. Neither this Prospectus nor any other information supplied in connection with the distribution of the Bonds is intended to constitute, and should not be considered as, a recommendation by any of the Issuer, the Guarantors, any member of the Group, the Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the distribution of the Bonds should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the relevance of the information contained in this Prospectus and its purchase of Bonds should be based upon such investigation as it deems necessary. Neither the Managers nor the Trustee undertake to review the financial condition or affairs of the Issuer or the Guarantors during the life of the arrangements contemplated by this Prospectus or to advise any investor or potential investor in the Bonds of any information coming to their attention. Neither this Prospectus nor any other information provided by the Issuer and the Guarantors in connection with the offering of the Bonds constitutes an offer of, or an invitation by or on behalf of, any of the Issuer, the Guarantors, the Managers or the Trustee to subscribe for, or purchase, any of the Bonds. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Bonds may be restricted by law in certain jurisdictions. The Issuer, the Guarantors, the Trustee and the Managers do not represent that this Prospectus may be lawfully distributed, or that the Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by any of the Issuer, the Guarantors, the Trustee or the Managers, which is intended to permit a public offering

2 of the Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Bonds may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Bonds. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Bonds in the United States of America (‘‘U.S.’’), the United Kingdom and France. Persons in receipt of this Prospectus are required by the Issuer, the Guarantors, the Trustee and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on the offer and sale of the Bonds and on the distribution of this Prospectus, see ‘‘Subscription and Sale’’ below. In particular, the Bonds and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) and are subject to United States tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the U.S. Each potential investor in any Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it: (i) has sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio; (iii) has sufficient financial resources and liquidity to bear all the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understands thoroughly the terms of the Bonds and is familiar with the financial markets; and (v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Prospective investors whose investment activities are subject to investment laws and regulations or to review or regulation by certain authorities may be subject to restrictions on investments in certain types of debt securities. Prospective investors should review and consider such restrictions prior to investing in the Bonds. Prospective investors should consider the tax consequences of investing in the Bonds and consult their own tax advisers with respect to the acquisition, sale and redemption of the Bonds in light of their personal situations. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules. In this Prospectus, unless otherwise specified, all references to ‘‘pounds sterling’’, ‘‘sterling’’, ‘‘£’’, ‘‘p’’ or ‘‘pence’’ are to the lawful currency of the United Kingdom. In connection with the offering of the Bonds, The Royal Bank of Scotland plc (the ‘‘Stabilising Manager’’) (or persons acting on behalf of the Stabilising Manager) may over- allot Bonds or effect transactions to support 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 persons 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 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 persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

3 Forward-Looking Statements

This Prospectus includes certain ‘‘forward-looking statements’’. Statements that are not historical facts, including statements about the beliefs and expectations of the Issuer, the Guarantors and any member of the Group and their respective directors or management, are forward-looking statements. Words such as ‘‘believes’’, ‘‘anticipates’’, ‘‘estimates’’, ‘‘expects’’, ‘‘intends’’, ‘‘plans’’, ‘‘aims’’, ‘‘potential’’, ‘‘will’’, ‘‘would’’, ‘‘could’’, ‘‘considers’’, ‘‘likely’’, ‘‘estimate’’ and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur, many of which are beyond the control of the Issuer, the Guarantors or any member of the Group and all of which are based on their current beliefs and expectations about future events. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Issuer, the Guarantors or any member of the Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Issuer, the Guarantors and any member of the Group and the environment in which the Issuer, the Guarantors and any member of the Group will operate in the future. These forward-looking statements speak only as at the date of this Prospectus. Except as required by the Financial Conduct Authority, the London Stock Exchange, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules or any other applicable law or regulation, the Issuer and the Guarantors expressly disclaim any obligations or undertakings to release publicly any updates or revisions to any forward-looking statements contained in this Prospectus to reflect any change in the Issuer’s or any Guarantor’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

4 Table of Contents

Forward-Looking Statements 4 Documents Incorporated by Reference 6 Overview of the Principal Features of the Bonds 7 Risk Factors 10 Terms and Conditions of the Bonds 19 Overview of Provisions Relating to the Bonds while in Global Form 33 Description of the Issuer and the Group 35 The Guarantors 44 Taxation 48 Subscription and Sale 50 General Information 52

5 Documents Incorporated by Reference

This Prospectus should be read and construed in conjunction with: (a) the annual consolidated financial statements of Whitbread PLC and the Group for the financial year ended 27 February 2014, audited by Ernst & Young LLP, together with the audit report thereon (which appear at pages 84 to 142 (inclusive) of Whitbread PLC’s Annual Report 2014); (b) the annual consolidated financial statements of Whitbread PLC and the Group for the financial year ended 26 February 2015, audited by Ernst & Young LLP, together with the audit report thereon (which appear at pages 84 to 142 (inclusive) of Whitbread PLC’s Annual Report 2015); (c) the audited financial statements of the Issuer and the Guarantors (other than Whitbread PLC) for the financial years ended 28 February 2013, together with the audit report thereon; and (d) the audited financial statements of the Issuer and the Guarantors (other than Whitbread PLC) for the financial years ended 27 February 2014, together with the audit report thereon, which have been previously published and which have been filed with the Financial Conduct Authority. Such documents shall be incorporated in, and form part of, this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Those parts of the documents incorporated by reference in this Prospectus which are not specifically incorporated by reference in this Prospectus are either not relevant for prospective investors in the Bonds or the relevant information is included elsewhere in this Prospectus. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus. Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the registered office of the Issuer, the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/marketnews- home.html and the website of the Issuer at www.whitbread.com. Information contained in the documents incorporated by reference, other than information listed above, is for information purposes only and does not form part of this Prospectus.

6 Overview of the Principal Features of the Bonds

The following overview refers to certain provisions of the terms and conditions of the Bonds and the Trust Deed and is qualified by the more detailed information contained elsewhere in this Prospectus. Terms which are defined in ‘‘Terms and Conditions of the Bonds’’ below have the same meaning when used in this overview, and references herein to a numbered ‘‘Condition’’ shall refer to the relevant Condition in ‘‘Terms and Conditions of the Bonds’’. Issue £450,000,000 3.375 per cent. Guaranteed Bonds due 2025 (the ‘‘Bonds’’), to be issued by the Issuer on 28 May 2015 (the ‘‘Issue Date’’). Issuer Whitbread Group PLC. Initial Guarantors Whitbread PLC Premier Inn Hotels Limited Costa Limited. Trustee HSBC Corporate Trustee Company (UK) Limited. Joint Lead Managers Barclays Bank PLC Lloyds Bank plc Mitsubishi UFJ Securities International plc The Royal Bank of Scotland plc. Co-Managers Banco Santander, S.A. HSBC Bank plc. Principal Paying Agent HSBC Bank plc. Clearing Systems Euroclear and Clearstream, Luxembourg. Status The Bonds will constitute direct, unconditional, unsubordinated and (subject to Condition 3) unsecured obligations of the Issuer. Interest The Bonds will bear interest from (and including) the Issue Date at the rate of 3.375 per cent. per annum, payable annually in arrear on each Interest Payment Date. See ‘‘Terms and Conditions of the Bonds – Interest’’. Interest Payment Dates 16 October of each year, commencing on 16 October 2015. There will be a short first coupon. Maturity Date 16 October 2025. Optional Redemption by the The Issuer may, at its option, redeem all, but not some only, of the Issuer for taxation reasons Bonds at any time at their principal amount plus accrued interest in the event of certain tax changes, as described under ‘‘Terms and Conditions of the Bonds – Redemption and Purchase – Redemption for taxation reasons’’. Optional Redemption by the The Issuer may, at its option, redeem or purchase, or procure that Issuer at any time any of its Subsidiaries shall purchase, all, but not some only, of the Bonds at a redemption price per Bond equal to: (a) if the Optional Redemption Date (as defined in Condition 5(C)) is on or after 16 July 2025, the principal amount of the Bond; or (b) otherwise, the higher of the principal amount of the Bond and an amount calculated by reference to the then yield of the 5 per cent. United Kingdom Government Treasury Stock due March 2025 plus a margin of 0.30 per cent., in all cases together with accrued interest, as described under ‘‘Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the option of the Issuer’’. Change of Control Put Event Upon the occurrence of a Change of Control (as defined in Condition 5(D)) leading to certain contemporaneous negative ratings action being taken by any relevant credit rating agency or agencies, each Bondholder shall have the option to require the Issuer to redeem or, at the option of the Issuer, purchase the Bonds of such holder at a cash purchase price equal to the

7 principal amount thereof plus accrued interest, as described under ‘‘Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the option of Bondholders following a Change of Control’’. Events of Default Events of Default under the Bonds include non-payment of principal or premium or purchase moneys due under the Conditions for seven days or more, non-payment of interest for 14 days or more, breach of other obligations under the Bonds or the Trust Deed (where such breach is either not capable of remedy or not remedied within 30 days), cross-acceleration relating to indebtedness for borrowed money of the Issuer, the Parent or any Guarantor or Principal Subsidiary (as defined in Condition 3) subject to an aggregate threshold of £35,000,000, the Guarantee not being in full force and effect (except in accordance with Condition 2(E)) and certain events related to insolvency or winding up of the Issuer, the Parent or any Guarantor or Principal Subsidiary. Certain grace periods and thresholds apply before certain events will be deemed to have become an ‘event of default’ under the Conditions. In addition, Trustee certification that such event would be materially prejudicial to the interests of Bondholders is required in respect of certain events before the Trustee will be entitled to declare the Bonds to be immediately due and payable. Negative Pledge The terms of the Bonds contain a negative pledge provision pursuant to which none of the Issuer, the Parent, any Guarantor nor any Principal Subsidiary will create or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital), to secure any Relevant Indebtedness (as defined in Condition 3) or to secure any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Bonds and the coupons relating to them (the ‘‘Coupons’’) the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security or other arrangement, subject to certain exceptions, as further described in ‘‘Terms and Conditions of the Bonds – Negative Pledge’’. Guarantee The Bonds will initially be unconditionally and (subject to the provisions of Condition 2(E)) irrevocably guaranteed on a joint and several basis by the Guarantors. The obligations of each of the Guarantors under its guarantee will be direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of such Guarantor and shall at all times rank at least equally with all other outstanding unsecured and unsubordinated obligations of such Guarantor, present and future. See ‘‘Initial Guarantors’’ above. The circumstances in which the Guarantors may be released from their obligations in relation to the Guarantee, or in which additional companies may provide a guarantee of the Bonds, are set out in Conditions 2(D) and 2(E). Form and Denomination The Bonds will be issued in bearer form and in denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. Meetings of Bondholders The Conditions and the Trust Deed contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders, including Bondholders who did not vote on

8 the relevant resolution (whether or not they were present at the meeting at which such resolution was passed) and Bondholders who voted in a manner contrary to the majority, and all Couponholders. Modification, Waiver and The Trustee may, without the consent of Bondholders, agree to (i) Substitution any modification of (subject to certain exceptions), or to the waiver or authorisation of any breach of proposed breach of, any of the provisions of the Bonds or the Trust Deed or (ii) the substitution of certain other entities in place of the Issuer, in each case, in the circumstances and subject to the conditions described in Condition 11. Withholding Tax All payments of principal or interest in respect of the Bonds and Coupons or under the Guarantee will be made free and clear of any deduction or withholding for or on account of United Kingdom taxes, unless such deduction or withholding is required by law. In the event that any such deduction or withholding is required by law, the Issuer or, as the case may be, a Guarantor, will, save in certain circumstances, pay such additional amounts as shall result in the receipt by each Bondholder and/or Couponholder of such amounts as would have been received by them had no such deduction or withholding been required, all as described in ‘‘Terms and Conditions of the Bonds – Taxation’’. Listing and Admission to Application has been made for the Bonds to be admitted to the Trading Official List of the UK Listing Authority and for the Bonds to be admitted to trading on the London Stock Exchange’s regulated market. Credit Rating The Bonds are expected to be rated BBB by Fitch Ratings Limited (‘‘Fitch’’). Fitch is established in the EU and registered under Regulation (EC) No 1060/2009, as amended (the ‘‘CRA Regulation’’). Governing Law The Bonds and the Trust Deed, and any non-contractual obligations arising out of or in connection therewith, will be governed by and construed in accordance with English law. Selling Restrictions There are restrictions in relation to the offering and sale of the Bonds and the distribution of offering material in certain jurisdictions. See ‘‘Subscription and Sale’’.

9 Risk Factors

The Issuer and the Guarantors believe that the following factors may affect their ability to fulfil their obligations under the Bonds and the Guarantee. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantors are in a position to express a view on the likelihood of any such contingency occurring. Any of these risk factors, individually or in the aggregate, could have an adverse effect on the Issuer and/or the Guarantors and the impact each risk could have on the Issuer and the Guarantors is set out below. Factors which the Issuer and the Guarantors believe may be material to assess the market risks associated with the Bonds are also described below. The Issuer and the Guarantors believe that the factors described below represent the principal risks inherent in investing in the Bonds, but the Issuer or the Guarantors may be unable to pay interest, principal or other amounts on or in connection with the Bonds and/or the Guarantee for other reasons, and none of the Issuer or the Guarantors represent that the statements below regarding the risks of holding the Bonds are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.

1. FACTORS THAT MAY AFFECT THE ISSUER’S AND GUARANTORS’ ABILITY TO FULFIL THEIR OBLIGATIONS

1.1 The Group’s businesses are affected by macroeconomic conditions in the UK The Group’s businesses are predominantly in the UK and performance of the businesses is affected by general economic conditions. The UK economy has recently entered a period of growth having been severely affected by illiquidity in the domestic and global financial system since August 2007. Although a number of key economic indicators have improved significantly, it is not possible to predict accurately the duration of current market trends. It is also not possible to provide any assurances that the current market conditions will not weaken. Negative or uncertain market conditions could affect the confidence levels of the Group’s customers, which could reduce their propensity to purchase products and stay in the Group’s hotels. This could have an adverse effect on the Group’s financial prospects, financial condition and/or results of operations.

1.2 Achieving growth plans contemplated in the strategic business plan The Group’s strategic plans are predicated on the expansion of the UK network and growing the Group’s presence in areas, including , China, France, Poland, India, South East Asia and the Middle East. There is no guarantee that suitable locations will be found, or if they are, that the opportunities will afford the anticipated levels of profitability and cash flows. This could have an adverse effect on the Group as it might affect the Group’s organic growth plans as well as its financial condition and/or results of operations. The economic conditions in these locations could affect the confidence levels of the Group’s customers, which could reduce their propensity to purchase products and stay in the Group’s hotels.

1.3 Competition with other hotels, -restaurants and coffee shops The Group’s hotels, pub-restaurants and coffee shops compete for consumers with a wide variety of other branded and non-branded hotels, pub-restaurants and coffee shops, some of which may be perceived to offer better value for money. The Group may be forced to reduce prices to compete. In particular, in the event of a general downturn in UK hotel occupancy levels, four-star hotels might reduce their rates and thereby reduce the differential between the rates currently charged by upscale/mid-market hotels and the rates set by the Group’s hotels. In this event, the Group’s hotels might have to reduce their prices to maintain the differential. Furthermore, the Group’s hotels, pub-restaurants and coffee shops may not be successful in competing against any or all of these alternatives and a sustained loss of customers and/or skilled employees to other hotels, restaurants, or leisure activities could have an adverse effect on its business operations and prospects.

10 1.4 Results can be adversely affected by adverse weather conditions or unforeseen events Attendance at hotels and pub-restaurants is generally higher during holiday periods, including Christmas and bank holidays. Frequenting of both hotels and pub-restaurants is slightly lower during the winter months than in the summer. Attendance levels at the Group’s hotels, pub- restaurants and coffee shops may also be adversely affected by the weather and the timing of major sporting events. Persistent rain or other inclement weather, especially during the summer months or over the Christmas period, could have a negative effect on turnover generated by the Group’s hotels and pub-restaurants and in turn could have a negative effect on the results of the Group’s operations. Major sporting events, especially those in which British teams are participating, could also negatively impact turnover, as customers stay at home to watch such events rather than visiting the Group’s pub-restaurants or hotels.

1.5 Cyber and data security Increasing levels of cyber crime represent a significant threat to the Group due to the Group’s dependence upon its IT systems due to either the disruption of those systems or the theft and consequential misuse of confidential data. Such crime is usually sophisticated in nature and can be very difficult to prevent and/or identify. The Group could incur liabilities due to breaching data protection laws and sanctions by credit card issuers following the loss of credit card data. These impacts could have an adverse effect on the Group’s future, financial condition and/or results of operations.

1.6 IT development The efficient operation and management of the Group’s businesses relies heavily on a wide range of complex IT systems in terms of both the availability of hardware and the efficient and effective operation of software. The fast pace of technology advances, together with the rapid expansion of the Group, has resulted in an increasing demand for IT services, particularly as the Group develops new capabilities to supply products and services such as online-based services. If the availability of the required IT resources reduces, it could result in development programmes being delayed and new IT systems not being successfully implemented. This may lead to an IT environment that is inadequate to support the needs and objectives of the Group’s businesses.

1.7 Interruption or failure of IT infrastructure There is a risk of systems failure, both centrally and at outlet level, either through intrinsic weakness in the systems themselves or through external failures. Although appropriate backup systems are maintained, it is not always practical or cost-effective to cover every eventuality. Systems failures could have an adverse impact on the financial performance of the Group. A significant performance failure of the Group’s IT systems for a significant period (either through deliberate acts or through accidental failure) could lead to loss of control over critical business systems and/or information. Such failures could result in an adverse impact on the ability of the business systems and/or information, affecting the ability of the business to operate effectively and/ or fulfil its legal or contractual obligations. This could, in turn, lead to a loss of custom, revenue and profitability and the incurring of significant consequential and remedial costs.

1.8 Failure of Premier Inn booking system The Group’s Premier Inn hotels are reliant on customers being able to make reservations through its proprietary reservations system, a central repository of the hotel room inventories linked electronically to multiple sales channels including the Group’s own websites, call centres and third party intermediaries. Any future lack of resilience and operational availability could lead to prolonged service disruption and may result in significant business interruption and subsequent impact on revenues. Lack of investment in these systems may also result in reduced ability to compete. Additionally, failure to maintain an appropriate technology strategy and select the right technology partners could erode the Group’s long-term competitiveness.

1.9 The Group is exposed to a variety of risks associated with its financial stability and ability to borrow and satisfy debt covenants The Group requires capital to fund some development opportunities and to maintain and improve owned hotels. The Group is reliant upon its financial strength as a borrower and access to borrowing facilities to source capital. The majority of the Group’s borrowing facilities are only

11 available if the financial covenants in the facilities are complied with. Adverse changes to trading conditions could affect the Group’s ability to comply with such covenants and non-compliance with covenants could result in the lenders demanding repayment of the funds advanced. If the Group’s financial performance does not meet market expectations, it may not be able to refinance existing facilities on favourable terms. The banking sector has contracted in recent years and may contract in the future. The Group’s ability to access liquidity to fund its businesses in the longer term may be affected during periods of tight credit conditions or the absence of funds at reasonable cost. The availability and cost of debt finance could influence the Group’s opportunities to develop its business and expand its hotel and retail networks, which could have an adverse effect on the future prospects, financial condition and/or results of operations.

1.10 The Group may be subject to increases in operating and other expenses The Group’s operating and other expenses could increase without a corresponding increase in turnover. Factors that could materially increase operating and other expenses include: (a) increases in the rate of inflation; (b) increases in insurance premiums; (c) unforeseen capital expenditure arising as a result of defects affecting the properties which need to be rectified; (d) unforeseen increases in any other costs of maintaining properties; (e) costs associated with any implementation of more flexible trading options in the future, such as managed and semi-managed operations; and (f) increases in other overhead costs applicable to the Group, including employment costs and the cost of raw materials to the extent that these cannot be passed on to the Group’s customers. Such increases could have a material adverse effect on the Group’s business, financial position and/or results of operations.

1.11 The Group requires the right people, skills and capability to manage growth and change The ability to recruit, retain and motivate suitably qualified staff is an important driver of the Group’s overall performance. The strength of the Group’s customer proposition is underpinned by the quality of the people working throughout the Group. Many of them have worked for the Group for a long time, during which they have gained valuable knowledge and expertise. The Group’s success depends, to a significant extent, on the continued services of its senior management team which has substantial knowledge of and experience in the industry. The members of the senior management team contribute to the Group’s ability to obtain, generate, manage and develop opportunities. There is no guarantee that any of the senior management team will remain employed by the Group. The loss of the services of key members of the senior management team could have an adverse effect on the future prospects, financial condition and/or results of operations of the Group. The Group hires managers to operate all the Group’s outlets. The Group’s outlets compete with other hotel, pub-restaurant and coffee shop companies to attract high quality managers. If the Group is unsuccessful in convincing both existing and prospective managers that the overall combination of its properties, services and employment terms are more favourable than those of its competitors, existing managers may choose to leave the Group and work for its competitors. The Group faces intense competition for the best people from other companies and organisations. There may at any time be shortages in the availability of appropriately skilled people at all levels both within and outside the Group, and these shortages may have a negative effect on its businesses. The loss of such personnel, or the inability to attract and retain new highly skilled employees, could have an adverse effect on the Group’s business and prospects.

1.12 Varying customer perceptions and public attitudes Changes in consumer tastes in hotels and in both food and drink (for example, a heightened awareness of healthy eating and drinking) and demographic trends over time may affect the appeal of consumers, especially if the Group does not anticipate, identify and respond by evolving its

12 brands, formats and offerings adequately and sufficiently promptly to reflect changes in consumer requirements and preferences. Similarly, changes in the level of business travel, the popularity of weekend breaks, or the availability of low cost travel may affect the appeal to consumers. In addition, events that reduce domestic or international travel, such as actual or threatened acts of terrorism or war, epidemics, travel-related accidents, travel-related industrial action, and natural disasters, may have a negative impact on occupancy rates. This could have a negative impact on the Group’s financial performance.

1.13 Brand damage The Group has a number of strong brands and a loss of trust in the brands and products could arise from, among other things, failure to meet product quality and food safety standards, or from significant breaches of health and safety standards. Such loss of trust could affect the Group’s operations in a number of ways, including a decline in the customer base, or difficulty in recruiting and retaining the best employees. Any of these factors could have an adverse impact on the Group’s results of operations.

1.14 Concerns about food safety may damage the Group’s reputation, increase costs of operation or decrease demand for products The Group is susceptible to localised, national and/or international scares as a result of food contamination, which could have an adverse impact on both the supply of and the demand for certain food products. For example, if there was an international food safety scare, there could be an adverse impact on food sales in the Group’s outlets. The contamination of products or a significant health and safety failure at one or more of the hotels and/or restaurants could put the reputation of the brand at risk and have a negative impact on the performance of the Group.

1.15 There is a risk of changes in supplier dynamics The Group may be exposed to reliance on a limited number of suppliers. Those suppliers may be able to exert pressures on the Group, which could have the effect of raising the prices paid for goods and services bought or delivered, thereby reducing margins and adversely affecting results of operations. The hotels business is particularly reliant on the providers of laundry services and the Group has entered into agreements with key suppliers. Termination of these agreements, variation of their terms or the failure of a party to comply with its obligations under these agreements could have an adverse effect on the Group’s operations and financial performance. The interruption, disruption (e.g. due to strikes) or contamination of the supply of food and drink to the Group’s sites or loss of key offices or part of the Group’s IT infrastructure may also affect the ability to trade. The Group is a large commercial user of gas and electricity and is therefore subject to fluctuations in utility costs, which could have an effect on the financial performance of the Group.

1.16 The businesses have a high proportion of fixed overheads and variable revenues A high proportion of the Group’s operating overheads and certain other costs, such as lease payments, remain constant even if its revenues drop. The expenses of owning and operating a hotel or pub-restaurant and coffee shops are not significantly reduced when circumstances such as market and economic factors and competition cause a reduction in revenues, particularly in the short term. Accordingly, a significant decline in the Group’s revenues would have a disproportionately adverse effect on its cash flows.

1.17 The Group is subject to fluctuations in the property market and lease variations The Group’s portfolio is a combination of freehold and leasehold interests, the latter of which are subject to regular rent reviews, lease expiries and negotiations. As a result, the Group is susceptible to changes in the property rental market, such as increases in market rents. Any such increase may negatively affect the Group’s operating margins and could have an adverse effect on the Group’s future prospects, financial condition and/or results of operations. The property market may develop so that rents may increase such that they affect the economic viability of one or more of the hotels, pub-restaurants and coffee shops. Equally, a downturn in the UK property market may lead to a reduction in the Group’s freehold or property values over time.

13 Increases in property freehold prices or lease values could prevent the Group opening new hotels and meeting its organic growth plans.

1.18 The Group faces risks associated with litigation from customers, employees and others in the ordinary course of business The Group could be the subject of complaints or litigation from individuals or groups of customers and/or employees and/or class actions alleging illness or injury (e.g. from passive smoking or alcohol abuse) or raising other food quality, health or operational concerns, and from other third parties in nuisance and negligence. These claims may also divert the Group’s financial resources from more beneficial uses. If the Group were to be found liable in respect of any complaint or litigation, this could adversely affect the Group’s results of operations and adversely affect its reputation or that of its brands. Litigation, including that related to product liability, asbestos, environmental pollution or contamination or health and safety, may have a material adverse impact on the Group’s future prospects, financial condition and/or results of operations, and the Group’s insurance cover may not be adequate.

1.19 The Group is required to comply with existing and changing regulations across numerous countries, territories and jurisdictions Governmental regulations affect many aspects of the Group’s business ranging from corporate governance, health and safety, environmental, bribery and corruption, employment law and diversity, disability access, data privacy and information protection, financial, accounting and tax. Regulatory changes may require significant changes to the way the business operates and may inhibit the Group’s strategy with respect to the markets in which the Group operates, brand protection and use or transmission of customer data. If the Group fails to comply with existing or changing regulations, it may be subject to fines, prosecution and loss of licence to operate or reputational damage.

1.20 Licences and approvals The hotel, pub-restaurant and coffee shop industries in the United Kingdom are highly regulated at both national and local levels and require licences, permits and approvals. Delays and failures to obtain required licences or permits could negatively affect the operation of the hotels, pub- restaurants and/or coffee shops. The redevelopment or renovation of sites may be subject to compliance with applicable planning, land use and environmental regulations.

1.21 Licensing reform The Group’s businesses are subject to licensing requirements relating to the sale of alcoholic beverages and these requirements are subject to change from time to time. Additional or more stringent requirements could be imposed on the Group’s operations in the future, which could restrict operations as well as impose additional costs.

1.22 Drink-driving The European Commission has recommended that all countries in the EU adopt the same drink and drive limits. If the UK Government were to carry out a review of the legal blood alcohol limit for drivers and opted to reduce the legal limit it could discourage customers from driving to pub- restaurants. This change could adversely affect trading in the Group’s rural and suburban pub- restaurant sites.

1.23 Taxation policy on sales of alcohol The Group sells alcoholic drinks in its hotels and pub-restaurants and these sales may be affected as result of changes in taxation policy.

1.24 The Group is exposed to funding risks in relation to the defined benefits under its pension plans The Group operates a defined benefit pension scheme entitled the Whitbread Group Pension Fund. The pension scheme closed to new entrants on 31 December 2001 and closed to future service accrual on 31 December 2009. The nature of a defined benefit pension scheme means the funding levels can fluctuate due to the nature of the assumptions made and to factors outside the Group’s

14 control, each of which could increase the deficit of the scheme. These assumptions and factors include investment returns, discount rates for valuing liabilities, life expectancy and inflation rates. As a result, it is not possible to predict accurately the future funding level of the Group’s defined benefit pension scheme or accounting charges with any degree of certainty. If future payments increase substantially above the current levels, it could reduce the availability of cash for other purposes and have an adverse effect on the Group’s future prospects, financial condition and/or results of operations.

1.25 Insurance The Group carries insurance with respect to its real estate (including coverage of material damage, business interruption, loss of rent and third party liability). However, certain types of risk will not be insured fully, either because such insurance is not available or because management believes that the premium costs are disproportionate to the risks in question (such as full terrorism cover and environmental impairment liability cover). The Group’s insurance costs are largely driven by its claims history. A significant deterioration in its claims record is likely to affect premium rates available to the Group. This could adversely affect the Group by increasing costs or increasing its financial exposure to certain risks if a lower quality of cover is maintained. If such an uninsured or uninsurable loss was to occur, this may adversely affect the financial results of the Group.

1.26 Other fiscal-related matters The Group’s activities are affected by a number of fiscal-related matters. These matters include property rates, VAT and other business taxes. Changes in legislation which affect all or any of these matters may adversely affect the financial performance of the Group.

2. RISKS RELATING TO THE BONDS 2.1 Condition 2 of the Bonds is intended to ensure that the Bonds and the Group’s Revolving Credit Facility rank pari passu with each other at all times On 28 January 2014, the Issuer entered into a £650,000,000 multicurrency revolving credit facility with, inter alios, Barclays Bank PLC as agent. This agreement and any subsequent refinancing or replacement of it is referred to in this Prospectus as the ‘‘Principal Bank Facility’’. The Conditions require that any guarantor under the Principal Bank Facility must also guarantee the Bonds. Therefore (a) on the Issue Date, all guarantors under the Principal Bank Facility are also guarantors of the Bonds; (b) from the Issue Date onwards, if a member of the Group is added as a new guarantor to the Principal Bank Facility, the Issuer must promptly inform the Trustee and add it as a guarantor of the Bonds; and (c) conversely, if in future a guarantor ceases to be a guarantor under the Principal Bank Facility, the Issuer can require (subject to certain Bondholder protections) that it ceases to be a guarantor of the Bonds. Bondholders should note that neither the Trustee nor the Bondholders have control over which members of the Group are guarantors of the Bonds from time to time, as that will be determined by the structure of the Principal Bank Facility.

2.2 Integral multiples of less than £100,000 As the Bonds have denominations consisting of £100,000 plus a higher integral multiple of £1,000, it is possible that the Bonds may be traded in amounts in excess of £100,000 (or its equivalent) that are not integral multiples of £100,000 (or its equivalent). In such case a Bondholder who, as a result of trading such amounts, holds a principal amount of less than £00,000 may not receive a definitive Bond in respect of such holding (should definitive Bonds be printed) and would need to purchase a principal amount of Bonds such that its holding amounts to one or more denominations. If definitive Bonds are issued, Bondholders should be aware that definitive Bonds which have a denomination which is not an integral multiple of £100,000 may be illiquid and difficult to trade.

15 2.3 The terms of the Bonds may be modified with the consent of specified majorities of the Bondholders at a duly convened meeting, and the Trustee may consent to certain modifications to the Bonds, or substitution of the Issuer, without the consent of the Bondholders The Trust Deed contains provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders, including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority. The Trust Deed constituting the Bonds also provides that the Trustee may (except as set out in the Trust Deed), without the consent of Bondholders, agree to certain modifications of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Bonds or the Trust Deed or to the substitution of another company as principal debtor under the Bonds in place of the Issuer in the circumstances described in Condition 11 and the Trust Deed.

2.4 Risk of early redemption In the event that the Issuer or the Guarantors would be obliged to pay additional amounts in respect of any Bonds or the Guarantee due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any authority thereof or therein having power to tax (or any other jurisdiction or any political subdivision thereof or any authority thereof or therein having power to tax to which the Issuer or a Guarantor becomes subject), the Issuer may redeem all outstanding Bonds in accordance with the Conditions. In addition the Conditions provide that the Bonds are redeemable at the Issuer’s option at any other time. The optional redemption feature of the Bonds is likely to limit their market value. The market value of the Bonds generally will not rise substantially above the price at which they can be redeemed. The Issuer may be expected to redeem Bonds when its cost of borrowing is lower than the interest rate on the Bonds. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

2.5 Credit rating The Bonds are expected to be assigned a rating of BBB by Fitch. The rating may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Bonds. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, downgrading or withdrawal at any time by the assigning rating agency. Any adverse change in an applicable credit rating could adversely affect the trading price for the Bonds. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Economic Area (‘‘EEA’’) and registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation.

2.6 EU Savings Directive EC Council Directive 2003/48/EC on the taxation of savings income (the ‘‘Savings Directive’’) requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or to certain other types of entity established, in that other EU Member State, except that Austria will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period it elects otherwise. A number of non-EU countries and territories have adopted similar measures to the Savings Directive.

16 The Council of the European Union has adopted a directive (the ‘‘Amending Directive’’) which will, when implemented, amend and broaden the scope of the requirements of the Savings Directive described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, these requirements will apply to payments made to (or for the benefit of) persons, entities or legal arrangements (including trusts) where certain conditions are satisfied and may in some cases apply where the person, entity or legal arrangement is established or effectively managed outside the EU. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017. If a payment to (or for the benefit of) an individual were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to any law implementing or complying with, or introduced in order to conform to, the Savings Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000, neither the Issuer, a Guarantor nor a Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result of the imposition of such withholding tax. Furthermore, once the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances than at present, as explained above. The Issuer is required to maintain a Paying Agent with a specified office in an EU Member State that is not obliged to withhold or deduct tax pursuant to any law implementing the Savings Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000, which may mitigate an element of this risk if the Bondholder or Couponholder is able to arrange for payment through such a Paying Agent. However, the European Commission has proposed the repeal of the Savings Directive from 1 January 2017 in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to ongoing requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU). The proposal also provides that, if it proceeds, Member States will not be required to apply the new requirements of the Amending Directive. Investors should also note that the Savings Directive does not preclude EU Member States from levying other types of withholding tax. Investors who are in any doubt as to their position as regards the Savings Directive, as amended from time to time, should consult their professional advisers.

2.7 Change of law The Conditions are based on English law and regulation in effect as at the date of issue of the Bonds. No assurance can be given as to the impact of any possible judicial decision or change to English law, regulation or administrative practice after the date of issue of the Bonds.

3. RISKS RELATED TO THE MARKET GENERALLY 3.1 The secondary market generally The Bonds have no established trading market when issued, and one may never develop. If a market does develop it may not be liquid. Investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the Bonds. If the Issuer’s financial condition deteriorates such that there is an increased risk that the Issuer may be wound up or enter into administration, or if at any time there is any actual or anticipated redemption in accordance with the Conditions, such circumstances can be expected to have a material adverse effect on the market price of the Bonds. Investors in the Bonds may find it difficult to sell their Bonds in such circumstances, or may only be able to sell their Bonds at a price which may be significantly lower than the price at which they purchased their Bonds. In such a sale, investors may lose some or substantially all of their investment in the Bonds.

17 3.2 Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Bonds in sterling. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than sterling. These include the risk that exchange rates may significantly change (including changes due to devaluation of sterling or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to sterling would decrease (1) the Investor’s Currency-equivalent yield on the Bonds, (2) the Investor’s Currency-equivalent value of the principal payable on the Bonds and (3) the Investor’s Currency-equivalent market value of the Bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

3.3 Interest rate risks Investment in the Bonds, which bear a fixed rate of interest, involves the risk that subsequent increases in market interest rates may adversely affect the market value of them.

3.4 The clearing systems The Bonds will be represented by one or more global Bonds. Such global Bonds will be deposited with a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the Permanent Global Bond, investors will not be entitled to receive definitive Bonds. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the global Bonds. While the Bonds are represented by one or more global Bonds, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. While the Bonds are represented by one or more global Bonds, the Issuer and the Guarantors will discharge their payment obligations under the Bonds by making payments to the Principal Paying Agent in accordance with the instructions of the Common Safekeeper for onward payment to Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a global Bond must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Bonds. The Issuer and the Guarantors have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the global Bonds. Holders of beneficial interests in the global Bonds will not have a direct right to vote in respect of the Bonds. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies. Similarly, holders of beneficial interests in the global Bonds will not have a direct right under the global Bonds to take enforcement action against the Issuer or the Guarantors in the event of a default under the Bonds but will have to rely upon their rights under the Trust Deed.

18 Terms and Conditions of the Bonds

The following are the Terms and Conditions of the Bonds, substantially as they will appear on the Bonds in definitive form (if issued). The issue of £450,000,000 3.375 per cent. guaranteed bonds due 2025 (the ‘‘Bonds’’, which expression shall, unless otherwise indicated, include any further Bonds issued pursuant to Condition 14 and forming a single series with the Bonds) was authorised by a resolution of the board of directors of Whitbread Group PLC (the ‘‘Issuer’’) passed on 8 May 2015. The guarantee of the Bonds was authorised by resolutions of the board of directors of Whitbread PLC on 23 April 2015 and a committee of the board of directors of Whitbread PLC on 8 May 2015, and by resolutions of the board of directors of each of Premier Inn Hotels Limited and Costa Limited passed on 5 May 2015 (together, the ‘‘Guarantors’’ and each a ‘‘Guarantor’’, which expressions shall include any member of the Group (as defined in Condition 2) which becomes, and has not for the time being ceased to be, a Guarantor pursuant to the relevant provisions of Condition 2). The Bonds are constituted by a trust deed (the ‘‘Trust Deed’’) dated 28 May 2015 (the ‘‘Issue Date’’) between the Issuer, the initial Guarantors and HSBC Corporate Trustee Company (UK) Limited (the ‘‘Trustee’’, which expression shall include all persons for the time being the trustee or trustees appointed under the Trust Deed) as trustee for the holders of the Bonds (the ‘‘Bondholders’’). These terms and conditions (the ‘‘Conditions’’) include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bonds and the coupons relating to them (the ‘‘Coupons’’). Copies of the Trust Deed, and of the paying agency agreement (the ‘‘Agency Agreement’’) dated on or around the Issue Date relating to the Bonds between the Issuer, the initial Guarantors, the Trustee and HSBC Bank plc (the ‘‘Principal Paying Agent’’, which expression shall include any successor as Principal Paying Agent under the Agency Agreement), are available for inspection during usual business hours at the specified offices of the Principal Paying Agent and any other paying agents for the time being (the ‘‘Paying Agents’’, which expression shall include the Principal Paying Agent and any successor or additional Paying Agents under the Agency Agreement). The Bondholders and the holders of the Coupons (whether or not attached to the relevant Bonds) (the ‘‘Couponholders’’) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement.

1. Form, Denomination and Title (A) Form and denomination: The Bonds are serially numbered and in bearer form in denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000, each with Coupons attached on issue. No definitive Bonds will be issued with a denomination above £199,000. (B) Title: Title to the Bonds and Coupons passes by delivery. The holder of any Bond or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder.

2. Guarantee and Status (A) Status: The Bonds and Coupons constitute direct, unconditional, unsubordinated and (subject to Condition 3) unsecured obligations of the Issuer and (subject as provided in these Conditions) shall at all times rank pari passu and without any preference among themselves. The obligations of the Issuer under the Bonds and the Coupons shall, save for such exceptions as may be provided by mandatory provisions of applicable law, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. (B) Guarantee: Each initial Guarantor named herein has guaranteed in the Trust Deed, and each member of the Group which becomes a Guarantor pursuant to Condition 2(D) will guarantee, jointly and severally, unconditionally and (subject to the provisions of Condition 2(E)) irrevocably, the due payment of all sums expressed to be payable by the Issuer under the Trust Deed, the Bonds and the Coupons (each such obligation of a Guarantor in that respect individually and/or collectively referred to in these Conditions as, the ‘‘Guarantee’’).

19 (C) Status of the Guarantee: The obligations of each Guarantor under its Guarantee constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the relevant Guarantor. The payment obligations of each Guarantor under its Guarantee shall, save for such exceptions as may be provided by mandatory provisions of applicable law, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations. (D) Addition of Guarantors: If at any time after the Issue Date, any member of the Group provides a guarantee in respect of the Principal Bank Facility (as defined below), the Issuer covenants that it shall procure that such member of the Group shall, as soon as reasonably practicable but in any event no later than 14 days after the date of giving its guarantee in respect of the Principal Bank Facility, provide a Guarantee in respect of the Trust Deed, the Bonds and the Coupons on the terms set out in the Trust Deed. The Issuer shall provide written notice to the Trustee of the proposed accession of any member of the Group as a guarantor under the Principal Bank Facility. The Trust Deed provides that the Trustee shall agree to any such Guarantee being provided by any such further Guarantor, subject to such amendment of, or supplement to, the Trust Deed as the Trustee may require and such other conditions as are set out in the Trust Deed (including the delivery to the Trustee of a legal opinion of independent counsel of recognised status as to the capacity of the relevant Group member to enter into such amendment or supplement and the validity and enforceability of such amendment or supplement (and such other matters as the Trustee may require)), but without the consent of the Bondholders or the Couponholders. (E) Release of Guarantors: A Guarantor which is no longer providing a guarantee in respect of the Principal Bank Facility shall be immediately, automatically and (subject always to Condition 2(D) and the following provisions of this Condition 2(E)) irrevocably released and relieved of all of its obligations under the Guarantee and all of its present and future obligations as a Guarantor under the Trust Deed, the Bonds and the Coupons, but without prejudice to any obligations or liabilities which may have accrued prior to such release, upon the Issuer giving written notice to the Trustee signed by two authorised signatories of the Issuer to that effect. Any such notice must also contain the following certifications to the Trustee: (i) that no Event of Default or Potential Event of Default (as defined in the Trust Deed) is continuing, or is expected to result from the release of that Guarantor; (ii) that no part of the financial indebtedness in respect of which that Guarantor is or was providing a guarantee in respect of the Principal Bank Facility is at that time due and payable but remains unpaid in circumstances where any obligation to make payment has arisen under the relevant guarantee in respect of the Principal Bank Facility; and (iii) that such Guarantor is no longer providing (or will be ceasing to provide), in accordance with the terms of the Principal Bank Facility, any guarantee, indemnity, security, surety or other form of collateral or credit support arrangement in respect of the Principal Bank Facility. If any Guarantor or any other member of the Group released from providing a Guarantee as described above subsequently provides a guarantee in respect of the Principal Bank Facility, the relevant member of the Group will, in accordance with the Trust Deed, be required again to provide a Guarantee as described in Condition 2(D). (F) Notice of Change of Guarantors: Notice of any release or addition of a Guarantor at any time pursuant to the foregoing provisions of this Condition 2 will be given by the Issuer to the Bondholders in accordance with Condition 15. (G) Trustee not obliged to monitor: The Trustee shall not be obliged to monitor compliance by the Issuer or any other member of the Group with Condition 2(D) or 2(E) and shall have no liability to any person for not doing so. The Trustee shall be entitled to rely, without liability to any person, on a notice of the Issuer provided under this Condition 2, and, until it receives any such notice, it shall assume that no other member of the Group has provided a guarantee in respect of the Principal Bank Facility.

20 (H) Definitions: In these Conditions: ‘‘Group’’ means the Parent, any holding company (as defined in section 1159 of the Companies Act 2006, as amended) of the Parent and any of the Parent’s or such holding company’s consolidated Subsidiaries from time to time; ‘‘Parent’’ means Whitbread PLC; ‘‘Principal Bank Facility’’ means the £650,000,000 multicurrency revolving credit facility dated 4 November 2011 (as amended and restated on 28 January 2014) made between, among others, the Issuer and Barclays Bank PLC as agent, as amended and/ or restated and/or replaced and/or refinanced from time to time or any facility (or facilities) which in turn refinances or replaces such facility as the primary working capital and standby facility (or facilities) of the Group, however many times) (each, individually and/or collectively, the ‘‘Principal Bank Facility’’); ‘‘Principal Subsidiary’’ means the Issuer, the Guarantors and each other Subsidiary of the Parent: (i) whose operating profits are equal to or greater than ten per cent. of the consolidated operating profits of the Group; or (ii) whose gross assets have a value equal to or greater than ten per cent. of the aggregate value of all gross assets owned by the Group, as measured in each case by reference to the latest financial statements of the relevant entity; and ‘‘Subsidiary’’ means a subsidiary within the meaning of section 1159 of the Companies Act 2006, as amended.

3. Negative Pledge So long as any Bond or Coupon remains outstanding (as defined in the Trust Deed), neither the Issuer nor any Guarantor will, and the Issuer will procure that neither the Parent nor any Principal Subsidiary will, create or have outstanding any mortgage, charge, lien, pledge or other equivalent or similar security interest (other than as arising by operation of law), upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital), to secure any payment of any Relevant Indebtedness (as defined below) or to secure any guarantee or indemnity in respect of any Relevant Indebtedness of the Issuer, any Guarantor, the Parent, any Principal Subsidiary or any other person, without at the same time or prior thereto ensuring that the Issuer’s obligations under the Bonds, or such Guarantor’s obligations under the Guarantee of the Bonds, as the case may be, are secured equally and rateably therewith to the satisfaction of the Trustee, or (i) providing such other security for the Bonds and the Coupons as the Trustee may in its absolute discretion deem to be not materially less beneficial to the interests of the Bondholders or (ii) providing such other security for the Bonds and the Coupons as may be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders. In these Conditions: ‘‘Relevant Indebtedness’’ means any present or future indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be (with the agreement of the issuer thereof), quoted, listed or dealt in or traded on any stock exchange or other regularly operating securities market.

4. Interest (A) Interest Rate and Interest Payment Dates: The Bonds bear interest from (and including) the Issue Date at the rate of 3.375 per cent. per annum (the ‘‘Rate of Interest’’), payable annually in arrear on 16 October in each year (each, an ‘‘Interest Payment Date’’), subject as provided in Condition 6. The first payment of interest shall be made on 16 October 2015 (also, an ‘‘Interest Payment Date’’) in respect of the period from (and including) the Issue Date to (but excluding) such Interest Payment Date.

21 (B) Interest accrual: Each Bond will cease to bear interest from (and including) the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused. In such event interest shall continue to accrue as provided in the Trust Deed. (C) Calculation of Interest: If interest is to be calculated in respect of a period which is equal to or shorter than an Interest Period (as defined below), the day-count fraction used will be: (a) the number of days in the relevant period, from and including the date from which interest begins to accrue to but excluding the date on which it falls due, divided by (b) the number of days in the Interest Period in which the relevant period falls (including the first such day but excluding the last). In these Conditions, the period beginning on, and including, the Issue Date and ending on, but excluding, the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is called an ‘‘Interest Period’’. Interest in respect of any Bond shall be calculated per £1,000 in principal amount of the Bonds (the ‘‘Calculation Amount’’). The amount of interest payable per Calculation Amount for any period shall be equal to the product of the Rate of Interest, the Calculation Amount and the day-count fraction for the relevant period, rounding the resulting figure to two decimal places (with 0.005 being rounded upwards).

5. Redemption and Purchase (A) Final redemption: Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their principal amount on 16 October 2025, subject as provided in Condition 6. The Bonds may not be redeemed at the option of the Issuer other than in accordance with this Condition 5. (B) Redemption for taxation reasons: The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders in accordance with Condition 15 (which notice shall be irrevocable), at their principal amount (together with interest accrued to, but excluding, the date fixed for redemption), if:

(i) either: (a) the Issuer (or, if the Guarantee is called, a Guarantor) satisfies the Trustee immediately prior to the giving of such notice that the Issuer (or relevant Guarantor, as the case may be) has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of a relevant Tax Jurisdiction (as defined below), or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date; or (b) a Guarantor, in making available to the Issuer any funds required by the Issuer to make a payment in respect of the Bonds or Coupons, would itself be required to make any withholding or deduction of a kind referred to in Condition 7 from such funds; and (ii) an obligation referred to in Condition 5(B)(i) cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or relevant Guarantor, as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Bonds (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 5(B), the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer (or of the relevant Guarantor, as the case may be) stating that an obligation referred to in Condition 5(B)(i) above has arisen and cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it, and the Trustee shall be entitled to accept such certificate as sufficient evidence of

22 the satisfaction of the condition precedent set out in Conditions 5(B)(i) and 5(B)(ii) above (without liability to any person), in which event it shall be conclusive and binding on all Bondholders and Couponholders. In these Conditions, ‘‘Tax Jurisdiction’’ means the United Kingdom or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision thereof or any authority thereof or therein having power to tax to which the Issuer or a Guarantor, as the case may be, is or becomes subject in respect of payments under the Trust Deed, the Bonds and the Coupons. (C) Redemption at the option of the Issuer: The Issuer may, at any time, on giving not less than 15 nor more than 30 days’ notice to the Bondholders in accordance with Condition 15 (which notice shall be irrevocable and shall specify the date fixed for redemption (the ‘‘Optional Redemption Date’’)), redeem or purchase, or procure that any of its Subsidiaries shall purchase, all but not some only of the Bonds for the time being outstanding at a redemption price per Bond equal to (a) if the Optional Redemption Date is on or after 16 July 2025, the principal amount of the Bond; or (b) otherwise, the higher of the following, in all cases together with interest accrued to but excluding the Optional Redemption Date: (i) the principal amount of the Bond; and (ii) the principal amount of the Bond multiplied by the price (as reported in writing to the Issuer and the Trustee by an independent financial adviser (the ‘‘Financial Adviser’’) appointed by the Issuer at the Issuer’s expense and whose identity is approved in writing by the Trustee) expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards) at which the Gross Redemption Yield on the Bonds (if the Bonds were to remain outstanding until their stated maturity) on the Determination Date is equal to the Gross Redemption Yield at 11.00 a.m. (London time) on the Determination Date of the 5 per cent. United Kingdom Government Treasury Stock due March 2025 (or, where the Financial Adviser advises the Issuer that, for reasons of illiquidity or otherwise, such bond is not appropriate for such purpose, such other government bond as such Financial Adviser may recommend) plus a margin of 0.30 per cent. Any notice of redemption given under this Condition 5(C) will override any notice of redemption given (whether previously, on the same date or subsequently) under Condition 5(B) or 5(D). In these Conditions: ‘‘Determination Date’’ means the date which is the second business day in London prior to the Optional Redemption Date; and ‘‘Gross Redemption Yield’’ means a yield calculated by the Financial Adviser on the basis set out by the United Kingdom Debt Management Office in the paper ‘‘Formulae for Calculating Gilt Prices from Yields’’ page 5, Section One: Price/Yield Formulae (Conventional Gilts; Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date) (published on 8 June 1998 and updated on 15 January 2002 and 16 March 2005) (as amended or supplemented from time to time).

(D) Redemption at the option of Bondholders following a Change of Control: A‘‘Change of Control Put Event’’ will be deemed to occur if: (i) any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in section 1159 of the Companies Act 2006, as amended) whose shareholders are or are to be substantially the same as the pre-existing shareholders of Whitbread PLC, becomes interested (within the meaning of Part 22 of the Companies Act 2006, as amended) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of Whitbread PLC or (B) shares in the capital of Whitbread PLC carrying more than 50 per cent. of the voting rights normally exercisable on a poll vote at a general meeting of Whitbread PLC (each such event being, a ‘‘Change of Control’’);

23 (ii) on the date (the ‘‘Relevant Announcement Date’’) that is the earlier of: (x) the first public announcement of the occurrence of a relevant Change of Control, and (y) the date of the earliest Relevant Potential Change of Control Announcement (if any), the Bonds carry: (a) an investment grade credit rating (Baa3 (from Moody’s)/BBB- (from S&P or Fitch), or their respective equivalents, or better) (an ‘‘Investment Grade Rating’’) from any Rating Agency (as defined below) at the invitation of the Issuer (or, where there is no rating from any Rating Agency assigned at the invitation of the Issuer, any Investment Grade Rating from any Rating Agency of its own volition) and such rating is, within the Change of Control Period (as defined below), either downgraded to a non-investment grade credit rating (Ba1 (from Moody’s)/BB+ (from S&P or Fitch), or their respective equivalents, or worse) (a ‘‘Non-Investment Grade Rating’’) or withdrawn and is not, within the Change of Control Period, subsequently upgraded or restored to an Investment Grade Rating by such Rating Agency; or (b) a Non-Investment Grade Rating from any Rating Agency at the invitation of the Issuer (or, where there is no rating from any Rating Agency assigned at the invitation of the Issuer, any Non-Investment Grade Rating from any Rating Agency of its own volition) and such rating is, within the Change of Control Period, either downgraded by one or more rating categories (from BB+ to BB being an example of a downgrade by one rating category) or withdrawn and is not, within the Change of Control Period, subsequently upgraded or restored to its earlier credit rating or better by such Rating Agency; or (c) no credit rating and, within the Change of Control Period, (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Bonds or of any other of its unsecured and unsubordinated debt; or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain at least an Investment Grade Rating by the end of the Change of Control Period (a ‘‘Negative Rating Event’’), provided that, if on the Relevant Announcement Date the Bonds carry a credit rating from more than one Rating Agency, at least one of which is an Investment Grade Rating, then only sub-paragraph (a) above will apply; and (iii) in making any decision to downgrade or withdraw a credit rating pursuant to sub- paragraphs (a) and (b) above or not to award a credit rating of at least an Investment Grade Rating as described in sub-paragraph (ii) of the definition of Negative Rating Event, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the relevant Change of Control. If a Change of Control Put Event occurs, the holder of each Bond will have the option (a ‘‘Change of Control Put Option’’) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Conditions 5(B) or 5(C) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Bond on the date (the ‘‘Change of Control Put Date’’) which is seven days after the expiration of the Change of Control Put Period (as defined below) at its principal amount together with (or, where purchased, together with an amount equal to) interest accrued to (but excluding) the Change of Control Put Date. Promptly upon, and in any event within 14 days after, the Issuer becoming aware that a Change of Control Put Event has occurred, the Issuer shall, and at any time upon the Trustee having express notice thereof, and if so requested by the holders of at least one-quarter in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders, the Trustee shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction), give notice (a ‘‘Change of Control Put Event Notice’’) to the Bondholders (and the Trustee,

24 where such Change of Control Put Notice is given by the Issuer) in accordance with Condition 15 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option. To exercise the Change of Control Put Option, the holder of the Bond must deposit such Bond with any Paying Agent at its specified office at any time during its normal business hours within 45 days after a Change of Control Put Event Notice is given (the ‘‘Change of Control Put Period’’), accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a ‘‘Change of Control Put Notice’’). No Bond so deposited and option so exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. Any such Bond should be delivered together with all Coupons appertaining thereto maturing after the Change of Control Put Date, failing which the relevant Paying Agent will require payment from or on behalf of the Bondholder of an amount equal to the face value of any such missing Coupon. Any amount so paid will be reimbursed to the Bondholder against presentation and surrender of the relevant missing Coupon (or any replacement therefore issued pursuant to Condition 10) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. The Paying Agent to which such Bond and Change of Control Put Notice are delivered will issue to the Bondholder concerned a non-transferable receipt in respect of the Bond so delivered. Payment in respect of any Bond so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Bonds on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled. If 80 per cent. or more in principal amount of the Bonds then outstanding have been redeemed or purchased pursuant to this Condition 5(D), the Issuer may, on giving not less than 15 nor more than 30 days’ notice to the Bondholders (such notice being given within 30 days after the Change of Control Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Bonds at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase. If the rating designations employed by Moody’s, Fitch and/or S&P (each as defined below) are changed from those which are described in paragraph (ii) of the definition of ‘‘Change of Control Put Event’’ above, or if a rating is procured from a Substitute Rating Agency (as defined below), the Issuer shall determine the rating designations of Moody’s and/or Fitch and/or S&P and/or such Substitute Rating Agency, as applicable, as are most equivalent to the prior rating designations of Moody’s, Fitch and/or S&P, as the case may be, and this Condition 5(D) shall hence be construed accordingly. The Trustee is under no obligation to ascertain or monitor whether a Change of Control Put Event or Change of Control or Negative Rating Event or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control or Negative Rating Event has occurred, or to seek any confirmation relating to a decision of any Rating Agency pursuant to paragraph (iii) above or pursuant to the definition of Negative Rating Event above and, until it shall have express notice pursuant to the Trust Deed to the contrary, the Trustee shall be entitled to assume that no Change of Control Put Event or Change of Control or Negative Rating Event has occurred and shall have no liability to the Bondholders or any other person in respect thereof. In these Conditions: ‘‘Change of Control Period’’ means the period commencing on the Relevant Announcement Date and ending 90 days after the relevant Change of Control (both dates inclusive) (or such longer period for which the Bonds are under consideration

25 (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the first public announcement of such consideration);

‘‘Rating Agency’’ means Moody’s Investors Service Limited (‘‘Moody’s’’), Fitch Ratings Ltd. (‘‘Fitch’’) or Standard & Poor’s Credit Market Services Europe Limited (‘‘S&P’’) or any of their respective successors or any other internationally recognised rating agency (a ‘‘Substitute Rating Agency’’) substituted for any of them by the Issuer from time to time; and

‘‘Relevant Potential Change of Control Announcement’’ means any public announcement or statement by Whitbread PLC, any actual or potential bidder or any adviser thereto relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

(E) Notice of redemption: All Bonds in respect of which any notice of redemption is given under this Condition 5 shall be redeemed on the date specified in such notice in accordance with this Condition 5.

(F) Purchase: Each of the Issuer, any of the Guarantors or any of their respective Subsidiaries or holding companies may at any time purchase Bonds in the open market or otherwise at any price (provided that, if they are to be cancelled pursuant to Condition 5(G) below, they are purchased together with all unmatured Coupons relating to them). The Bonds so purchased, while held by or on behalf of the Issuer, any Guarantor or any such member of the Group, shall not entitle the holder to vote at any meetings of the Bondholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Bondholders or for the purposes of Condition 11. Such Bonds may be held, resold or re-issued or, at the option of the Issuer, surrendered to any Paying Agent for cancellation.

(G) Cancellation: All Bonds so redeemed or purchased and that are to be cancelled under Condition 5(F), and any unmatured Coupons attached to or surrendered with them, will be cancelled and may not be re-issued or resold.

6. Payments (A) Method of Payment: Payments of principal, premium and interest will be made against presentation and surrender of Bonds or the appropriate Coupons (as the case may be) at the specified office of any Paying Agent by sterling cheque drawn on, or by transfer to a sterling account maintained by the payee with, a bank in London. Payments of interest due in respect of any Bond other than on presentation and surrender of matured Coupons shall be made only against presentation of the relevant Bond.

(B) Payments subject to laws: Save as provided in Condition 7, (i) all payments will be subject in all cases to any applicable fiscal or other laws, regulations and directives to which the Issuer (or a Guarantor, as the case may be) is subject and (ii) the Issuer (or a Guarantor, as the case may be) will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements (including, without limitation, any withholding or deduction arising under or in connection with Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended, any regulations or agreements thereunder, any official interpretation thereof, any law interpreting any intergovernmental agreement thereto or any legislation adopted by any non- U.S. jurisdiction in connection with those provisions (‘‘FATCA’’)). If any such withholding or deduction is required, then the Issuer (or a Guarantor, as the case may be) shall pay the amounts payable net of, and after deducting the applicable amount of, such withholding or deduction and shall account to the appropriate tax authority for the amount required to be withheld or deducted and, accordingly, the Issuer (or a Guarantor, as the case may be) shall be acquitted and discharged of so much money as is represented by any such withholding or deduction as if such sum had been actually paid to the holders of the Bonds or Coupons. No commission or expenses shall be charged to the Bondholders or Couponholders in respect of such payments.

26 (C) Surrender of unmatured Coupons: Each Bond should be presented for redemption together with all unmatured Coupons relating to it, failing which the amount of any such missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal amount due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relevant missing Coupon not later than 10 years after the Relevant Date (as defined in Condition 7) for the relevant payment of principal.

(D) Payments on business days: A Bond or Coupon may only be presented for payment on a day which is a business day in the place of presentation (and, in the case of payment by transfer to a sterling account, in London). No further interest or other payment will be made as a consequence of the day on which the relevant Bond or Coupon may be presented for payment under this Condition 6 falling after the due date. In these Conditions, ‘‘business day’’ means a day on which commercial banks and foreign exchange markets are open for business in the relevant city.

(E) Paying Agents: The initial Paying Agents and their initial specified offices are listed below these Conditions. The Issuer and the Guarantors reserve the right at any time with the prior written approval of the Trustee to vary or terminate the appointment of any Paying Agent and appoint additional or other Paying Agents, provided that they will maintain (i) a Principal Paying Agent, (ii) a Paying Agent having its specified office in London and/or any other major European city and (iii) a Paying Agent with a specified office in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC (as amended from time to time) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced to conform to, such directive (provided there is such a Member State). Notice of any change in the Paying Agents or their specified offices will promptly be given to the Bondholders in accordance with Condition 15.

7. Taxation All payments of principal, premium and interest by or on behalf of the Issuer or a Guarantor in respect of the Bonds and the Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature (‘‘Taxes’’) imposed, levied, collected, withheld or assessed by a relevant Tax Jurisdiction (as defined under Condition 5(B)), unless such withholding or deduction is required by law. In that event the Issuer or, as the case may be, a Guarantor shall pay such additional amounts as will result in the receipt by the Bondholders and/or the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Bond or Coupon:

(A) Other connection: presented for payment by, or on behalf of, a holder of, or any beneficial owner of any interest in, a Bond or Coupon where such holder or beneficial owner is liable to such Taxes in respect of such Bond or Coupon by reason of his having some connection with any Tax Jurisdiction other than the mere holding of the Bond or Coupon (and, for these purposes, ‘‘connection’’ includes but is not limited to any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder, if such holder is an estate, trust, partnership or company) and the Tax Jurisdiction); or

(B) Presentation more than 30 days after the Relevant Date: presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder of it would have been entitled to such additional amounts on presenting such Bond or Coupon for payment on the last day of such period of 30 days; or

27 (C) EU Savings Directive: where such withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26- 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive; or (D) Payment by another Paying Agent: presented for payment by, or on behalf of, a holder of, or any beneficial owner of any interest in, a Bond or Coupon where such holder or beneficial owner would have been able to avoid such withholding or deduction by presenting the relevant Bond or Coupon to another Paying Agent in a Member State of the European Union; or (E) Lawful avoidance of withholding: presented for payment by, or on behalf of, a holder of, or any beneficial owner of any interest in, a Bond or Coupon where such holder or beneficial owner could lawfully avoid (but has not so lawfully avoided) such deduction or withholding by complying with any statutory requirements or by making a declaration of non-residence or other similar claim or filing for exemption to any relevant tax authority in the place where the relevant Bond or Coupon is presented for payment; or (F) FATCA: for or on account of any deduction or withholding arising under or in connection with FATCA. ‘‘Relevant Date’’ means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Principal Paying Agent or the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders. Any reference in these Conditions to principal, premium and/or interest shall be deemed to include any additional amounts which may be payable under this Condition 7 or any undertaking given in addition to or substitution for it under the Trust Deed.

8. Events of Default If any of the following events occurs and is continuing the Trustee at its discretion may, and if so requested by holders of at least one-quarter in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution shall, subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction, give notice to the Issuer that the Bonds are, and they shall immediately become, due and payable at their principal amount together (if applicable) with accrued interest: (A) Non-Payment: default is made in the payment by the Issuer or any Guarantor of (i) any amount of principal or (ii) any amount of premium or moneys due under Condition 5(C) or 5(D), in each case in respect of any of the Bonds for a period of seven days or more or default is made by the Issuer or any Guarantor in the payment of any amount of interest in respect of any of the Bonds for a period of 14 days or more; or (B) Breach of Other Obligations: the Issuer or any of the Guarantors does not perform or comply with any one or more of its respective other obligations in the Bonds or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days after notice of such default shall have been given by the Trustee to the Issuer or the relevant Guarantor requiring the same to be remedied; or (C) Cross Default: (i) any other present or future indebtedness of the Issuer, any Guarantor, the Parent or any Principal Subsidiary for or in respect of moneys borrowed or raised becomes and is declared due and payable prior to its stated maturity by reason of any actual or potential event of default or the like (howsoever described), or (ii) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (iii) the Issuer, any Guarantor, the Parent or any Principal Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised; provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 8(C) have occurred equals or exceeds £35,000,000 or its equivalent in other currencies; or

28 (D) Unsatisfied judgment: one or more judgment(s) or order(s) for the payment of an amount in excess of £35,000,000 (or its equivalent in any other currency or currencies), whether individually or in aggregate, is rendered against the Issuer, any Guarantor, the Parent or any Principal Subsidiary and continue(s) unsatisfied and unstayed for a period of 30 days after the date(s) thereof or, if later, the date therein specified for payment; or (E) Enforcement Proceedings: a distress, attachment, diligence, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer, any Guarantor, the Parent or any Principal Subsidiary for the payment of money aggregating in excess of £35,000,000 or its equivalent in other currencies and is not discharged or stayed within 30 days; or (F) Security Enforced: any mortgage, standard security, assignation, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, any Guarantor, the Parent or any Principal Subsidiary over the whole or any substantial part of the undertaking, assets or revenues of the Issuer or the Parent (in each case determined on a consolidated basis), or over the whole or substantially all the undertaking, assets or revenues of the Guarantors and/or Principal Subsidiaries (in each case taken together), becomes enforceable and any formal legal action is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person) and in any case is not discharged, stayed or stopped within 30 days; or (G) Insolvency: the Issuer or the Parent is, or is deemed by a court to be, insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or any substantial part of (or all or any substantial part of any particular type of) its debts or proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of all or any substantial part of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any substantial part of the debts of the Issuer or the Parent, or any Guarantor or any Principal Subsidiary is, or is deemed by a court to be, insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or substantially all of (or all or substantially all of any particular type of) its debts or proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of all or substantially all of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or substantially all the debts of any Guarantor or any Principal Subsidiary; or (H) Winding-up: an administrator is appointed, an order is made or an effective resolution passed for the winding-up or dissolution or administration of the Issuer, any Guarantor, the Parent or any Principal Subsidiary, or the Issuer or any Guarantor, the Parent or any Principal Subsidiary ceases or threatens to cease to carry on all or substantially all of its business or operations, except (A) for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by the Trustee or by an Extraordinary Resolution of the Bondholders, or (ii) in the case of a Guarantor or Principal Subsidiary only, whereby the undertaking and assets of that Guarantor or Principal Subsidiary are transferred to or otherwise vested in the Issuer or another Guarantor or Principal Subsidiary or (B) in the case of a Guarantor or Principal Subsidiary only, for the purpose of a bona fide disposal for full value on an arm’s length basis of all or substantially all of the business or operations (including the disposal of shares in a member of the Group of the Issuer) of such Guarantor or Principal Subsidiary; or (I) Analogous Events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs of this Condition 8; or (J) Guarantee: the Guarantee is not, or is claimed by the Issuer or any Guarantor not to be, in full force and effect (except in accordance with Condition 2(E)), provided that, other than in the case of Conditions 8(A) and 8(J), only if the Trustee shall have certified in writing to the Issuer that in its opinion such event is materially prejudicial to the interests of the Bondholders.

29 9. Prescription Claims in respect of principal and interest will become void unless presentation for payment is made as required by Condition 6 within a period of 10 years in the case of principal and five years in the case of interest, including, without limitation, any arrears of interest, from the appropriate Relevant Date (as defined in Condition 7).

10. Replacement of Bonds and Coupons If any Bond or Coupon is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Paying Agent in London subject to all applicable laws and stock exchange or other relevant authority requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer and the Guarantors may require (provided that the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Bonds or Coupons must be surrendered before replacements will be issued.

11. Meetings of Bondholders, Modification, Waiver and Substitution (A) Meetings of Bondholders: The Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provision of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee (with the consent of the Issuer) and shall be convened by the Issuer if requested in writing by Bondholders holding not less than 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be one or more persons holding or representing a clear majority in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the aggregate principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds or the Coupons, (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel any Guarantee or the provisions of Conditions 2(D) and 2(E), in which case the necessary quorum will be one or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders including Bondholders who did not vote on the relevant resolution (whether or not they were present at the meeting at which such resolution was passed) and Bondholders who voted in a manner contrary to the majority, and on all Couponholders.

The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

(B) Modification and Waiver: The Trustee may agree, without the consent of the Bondholders or Couponholders, to (i) any modification of any of the provisions of the Trust Deed or the Agency Agreement which in its opinion is of a formal, minor or technical nature or is made to correct a manifest or proven error, and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Bondholders. Any such modification, authorisation or waiver shall be binding on all Bondholders and the Couponholders and, if the Trustee so requires, such modification shall be notified to the Bondholders as soon as practicable.

30 (C) Substitution: Without prejudice to Condition 2(E), the Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as are set out in the Trust Deed, but without the consent of the Bondholders or the Couponholders, to the substitution of a Guarantor or certain other entities in place of the Issuer, or of any previous substituted company or entity, as principal debtor under the Trust Deed, the Bonds and the Coupons, provided that such substitution would not in the opinion of the Trustee be materially prejudicial to the interests of the Bondholders.

(D) Entitlement of the Trustee: In connection with the exercise of its functions (including but not limited to those referred to in this Condition 11) the Trustee shall have regard to the interests of the Bondholders as a class and shall not have regard to the consequences of such exercise for individual Bondholders or Couponholders, and the Trustee shall not be entitled to require, nor shall any Bondholder or Couponholder be entitled to claim, from the Issuer or the Guarantors any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders or Couponholders, except to the extent already provided for in Condition 7 and/or any undertaking given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

12. Enforcement The Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and/or any Guarantor as it may think fit to enforce the terms of the Trust Deed, the Bonds and the Coupons, but it need not take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Bondholders holding at least one-quarter in principal amount of the Bonds outstanding and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Bondholder or Couponholder may proceed directly against the Issuer or any Guarantor unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

13. Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Issuer, the Guarantors and any entity related to the Issuer or the Guarantors without accounting for any profit.

The Trustee may rely without liability to Bondholders or Couponholders on a report, confirmation, certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation, certificate or advice and such report, confirmation, certificate or advice shall be binding on the Issuer, the Trustee and the Bondholders in the absence of manifest error.

14. Further Issues The Issuer may from time to time, without the consent of the Bondholders or Couponholders, create and issue further securities either having the same terms and conditions as the Bonds in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Bonds) or upon such terms as the Issuer may determine at the time of their issue. Any further securities forming a single series with the outstanding securities of any series (including the Bonds) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed in a form satisfactory to the Trustee.

31 15. Notices Notices to Bondholders will be valid if published in a leading newspaper having general circulation in London (which is expected to be the Financial Times) or, if in the opinion of the Trustee such publication shall not be practicable, in an English language newspaper of general circulation in the United Kingdom. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the first date on which publication is made. Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Bondholders in accordance with this Condition 15. For so long as all the Bonds are represented by the global Bond and the global Bond is deposited with a common safekeeper for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and/or Clearstream, Luxembourg, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’), notices to Bondholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and such notices shall be deemed to have been given to Bondholders on the day of delivery to Euroclear and/or Clearstream, Luxembourg.

16. Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999.

17. Governing Law and Jurisdiction (A) Governing Law: The Trust Deed, the Bonds and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by and shall be construed in accordance with English law. (B) Jurisdiction: The courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed, the Bonds, the Coupons or the Guarantee (including a dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Bonds, the Coupons or the Guarantee) and, accordingly, any legal action or proceedings arising out of or in connection with the Trust Deed, the Bonds, the Coupons or the Guarantee (‘‘Proceedings’’) may be brought in such courts. The Issuer and each Guarantor acknowledges that the English courts are the most appropriate and convenient courts to settle any Proceedings and the Issuer and each Guarantor waives any objection to Proceedings in such courts whether on the grounds of inconvenient forum or otherwise. To the extent permitted by law, the Trustee, the Bondholders and the Couponholders may take any Proceedings against the Issuer or any Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

32 Overview of Provisions Relating to the Bonds while in Global Form

The Temporary Global Bond and the Permanent Global Bond contain provisions which apply to the Bonds while they are in global form, some of which modify the effect of the terms and conditions of the Bonds set out in this document. The following is a summary of certain of those provisions:

1. Principal amount and exchange The Bonds will initially be in the form of the Temporary Global Bond which will be deposited on or around the Issue Date with a common safekeeper for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’) and/or any alternative clearing system approved by the Trustee (an ‘‘Alternative Clearing System’’) (each, a ‘‘relevant Clearing System’’). The records of such relevant Clearing System shall be conclusive evidence of the principal amount of Bonds represented by the Temporary Global Bond and the global Bond and a statement issued by such relevant Clearing System at any time shall be conclusive evidence of the records of that relevant Clearing System at that time. The Temporary Global Bond is exchangeable in whole or in part for interests recorded in the records of the relevant Clearing Systems in the global Bond on or after a date which is expected to be 7 July 2015, upon certification as to non-U.S. beneficial ownership in the form set out in the Temporary Global Bond. The global Bond is exchangeable in whole but not in part (free of charge to the holder) for the definitive Bonds described below if: (a) the global Bond is held on behalf of a relevant Clearing System and such relevant Clearing System is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or does in fact do so or (b) any of the circumstances described in Condition 8 occurs. Thereupon, the Issuer or the holder may give notice to the Principal Paying Agent of its intention to exchange the global Bond for definitive Bonds on or after the Exchange Date specified in the notice. Whenever the Permanent Global Bond is to be exchanged for definitive Bonds, the Issuer shall deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated definitive Bonds (having attached to them all Coupons in respect of interest which has not already been paid on the global Bond), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in Schedule 2 to the Trust Deed. On exchange of the global Bond, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with any relevant definitive Bonds.

2. Payments No payment will be made on the Temporary Global Bond unless exchange for an interest in the global Bond is improperly withheld or refused. Payments of principal, premium and interest in respect of Bonds represented by the global Bond will be made to its holder. The Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant Clearing System and, in the case of payments of principal, the principal amount of the Bonds will be reduced accordingly. Each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing System shall not affect such discharge. Condition 6(E)(iii) and Condition 7(D) will apply to the definitive Bonds only. For the purpose of any payments made in respect of a global Bond, Condition 6(D) shall not apply, and all such payments shall be made on a day on which commercial banks and foreign exchange markets are open for business in London.

3. Notices So long as the Bonds are represented by a global Bond and such global Bond is held on behalf of a relevant Clearing System, notices to Bondholders may be given by delivery of the relevant notice to that relevant Clearing System for communication by it to entitled accountholders in substitution for publication as required by the Conditions. Any such notice shall be deemed to have been given to Bondholders on the day on which such notice is delivered to the relevant Clearing System.

33 4. Prescription Claims against the Issuer in respect of principal, premium and interest on the Bonds while the Bonds are represented by a global Bond will become void unless they are presented for payment within a period of 10 years (in the case of principal and premium) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 7).

5. Meetings The holder of the global Bond shall be treated as having one vote in respect of each £1,000 in principal amount of Bonds at any meeting of Bondholders.

6. Purchase and cancellation On cancellation of any Bond required by the Conditions to be cancelled following its purchase, the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the principal amount of the Bonds recorded in the records of the relevant Clearing Systems and represented by this global Bond shall be reduced by the aggregate principal amount of the Bonds so cancelled.

7. Trustee’s powers In considering the interests of Bondholders while the global Bond is held on behalf of a relevant Clearing System, the Trustee may have regard to any information provided to it by such relevant Clearing System or its operator as to the identity (either individually or by category) of its accountholders with entitlements to the global Bond and may consider such interests as if such accountholders were the holder of the global Bond.

8. Put option The Bondholders’ put option in Condition 5(D) may be exercised by the holder of the global Bond giving notice to the Principal Paying Agent of the principal amount of Bonds in respect of which the option is exercised within the time limits specified in Condition 5(D). The Issuer shall procure that any exercise of any option or any right under the Bonds, as the case may be, shall be entered in the records of the relevant Clearing Systems and upon any such entry being made, the principal amount of the Bonds represented by such global Bond shall be adjusted accordingly.

9. New global note format The Bonds will be issued in new global note (‘‘NGN’’) form. On 13 June 2006 the European Central Bank (the ‘‘ECB’’) announced that Bonds in NGN form are in compliance with the ‘‘Standards for the use of EU securities settlement systems in ECB credit operations’’ of the central banking system for the euro (the ‘‘Eurosystem’’), provided that certain other criteria are fulfilled. At the same time the ECB also announced that arrangements for bonds in NGN form will be offered by Euroclear and Clearstream, Luxembourg as of 30 June 2006 and that debt securities in global bearer form issued through Euroclear and Clearstream, Luxembourg after 31 December 2006 will only be eligible as collateral for Eurosystem operations if the NGN form is used. The Bonds are intended to be held in a manner which would allow Eurosystem eligibility – that is, in a manner which would allow the Bonds to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

34 Description of the Issuer and the Group

Introduction Whitbread Group PLC (the ‘‘Issuer’’) was incorporated in England and Wales on 25 July 1889 under the name ‘Whitbread and Company Public Limited Company’ as a company with limited liability under the Companies Act 1886 with registered number 29423. On 1 March 1991 its name was changed to ‘Whitbread PLC’ before changing its name to ‘Whitbread Group PLC’ on 1 May 2001. The Issuer operates in conformity with its articles of association. The Issuer’s principal place of business and registered office is at Whitbread Court, Houghton Hall Business Park, Porz Avenue, LU5 5XE and its telephone number is +44 (0)1582 424200. The Issuer is a wholly owned subsidiary of Whitbread PLC, which is listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange. As at the date of this Prospectus, Whitbread PLC ranks among the top 60 largest companies by market capitalisation listed in the UK.

Overview of the Group As at 26 February 2015, the net assets of the Group (as defined in Condition 2) were £1,977.9 million. The Group generated underlying EBITDA of £670.3 million and operating profits of £504.4 million on revenues of £2,608.1 million in the year ended 26 February 2015. In the year to 26 February 2015, total sales from the Group increased by 13.7% on the previous year and like for like sales by 6.5%. The Group employs approximately 45,000 people, primarily in the UK and also in France, Germany, Poland, the United Arab Emirates, China, India, Singapore and Indonesia. The Group has two business units: (i) Whitbread Hotels & Restaurants; and (ii) Costa. A description of the two business units is set out below.

Whitbread Hotels & Restaurants The business unit owns and operates hotels under the ‘‘Premier Inn’’ name, as well as ‘‘jointly- sited’’ pub-restaurants under a variety of brand names. Premier Inn is the UK’s largest hotel chain, with 697 hotels and 59,138 rooms in the UK and Ireland. The standard Premier Inn room size is approximately 21.4 square metres and all rooms have an en-suite bathroom, TV with Freeview and free Wi-Fi internet access. Premier Inn offers customers a ‘Good Night Guarantee’, which gives them their money back if they don’t get a good night’s sleep. At 26 February 2015 approximately 65% (by number of sites) of the Premier Inn estate comprised freehold or long (over 35 years) leasehold properties, with the remainder being leasehold properties with terms of less than 35 years. At the same date Premier Inn had a committed pipeline of new sites for development consisting of 12,465 new rooms, comprising 5,158 freehold and long leasehold rooms, including freehold extensions and 7,307 short leasehold rooms. All Premier Inn hotels have a bar and restaurant, either inside the building or next to it. For 381 of the UK Premier Inns, one of Whitbread’s restaurants is located alongside, trading as , , , Whitbread Inns or . A further 191 UK Premier Inns include either a Thyme or a Kitchen restaurant inside the hotel, where a full English or buffet breakfast and evening meal is available. In the year to 26 February 2015, c.55% of turnover was attributed to business travellers with c.45% being attributed to leisure travellers. 80% of bookings are made on Premier Inn’s digital direct platforms (www.premierinn.com), with visits from mobile devices now accounting for c.45% of all traffic. Premier Inn’s dynamic pricing aims to deliver efficient pricing for all of its hotels, with a combination of high occupancy and value for money. In the year to 26 February 2015, in the UK & Ireland total RevPAR1 grew by 8.7% to £48.43, average room rate grew by 4.5% to £59.55 and occupancy grew by 3.2% pts to a record high of 81.3% while rooms available grew by 6.1%. In London total sales grew by 15.6% with a 14% increase in rooms available with total RevPAR growth of 1.7% to £77.45 and an occupancy rate of 86.2%.

1 RevPAR is revenue per available room, which is also known as ‘yield’. This hotel measure is calculated by multiplying the average room rate by the occupancy rate and excludes non-room income such as food and beverage sales.

35 ‘hub by Premier Inn’ is a new hotel concept. It has been designed for customers who value price, location and design over space. With the room footprint being c.45% smaller than a normal Premier Inn it enables Whitbread to access high cost city centre locations and make similar returns on capital at a c.30% lower price point. The first ‘hub’ was opened in November 2014 and there are currently 13 more ‘hub’ hotels in the pipeline in central London and Edinburgh. This provides the Group with access to high-cost locations where a Premier Inn might not be viable. Internationally, the Group’s strategy is to grow Premier Inn in the Middle East, South East Asia and India. These markets were selected because they are believed to have growing demand for hotels and the hotel markets are relatively undeveloped compared with the UK. There are currently three wholly-owned Premier Inn hotels in India and a further five hotels owned via a joint venture in the Middle East. Much of the future expansion in these markets will be via management contracts as the Group is pursuing an ‘asset light’ strategy in these international markets. The Group has over 1,700 rooms in eight hotels and a pipeline of a further c.4,242 rooms. In addition, Premier Inn is currently starting up a new hotel business in Germany. Unlike the other international markets it is intended that this business will be run using the same model as in the UK, so the hotels will be owned and operated by the Group. The first Premier Inn in Germany is due to open in Frankfurt in the first half of 2016. Current plans are to open six to eight hotels in Germany by 2020. In the financial year to 26 February 2015, the Whitbread Hotels & Restaurants business segment achieved an increase in total sales of 11.1% to £1,659.2 million, and an increase in underlying operating profit of 15.3% to £401.4 million.2

Costa This business segment comprises Costa-branded coffee shops in the UK and overseas, and Costa Express, a coffee vending machine business. Costa roasts almost all the coffee sold in its outlets across the world at its roastery in Lambeth, London, and also operates a coffee wholesaling business. Typically, Costa shops are in leased premises with typical lease terms of 8-10 years. The chart below shows the number of stores and vending machines in each unit of the Costa business segment, together with the system sales3 made by each unit. Also shown is the growth in store numbers, vending machines and system sales during the financial year to 26 February 2015.

Costa: strength and breadth

UK Retail Costa Enterprises Costa EMEI Costa Asia Equity stores Costa Express Europe, Middle East China and South Individual franchise Corporate partnerships and India East Asia

System sales System sales System sales System sales £762.3m £346.6m £204.1m £85.7m 17.2% growth 20.1% growth 14.7% growth* 22.9% growth* Stores Stores Stores Stores 1,575 356 785 364 +12.7% –0.6% +2.7% +6.4% Machines 4,292 +22.1%

*At constant FX system sales reported grew 8.1% for Costa EMEI and 20.0% for Costa Asia.

Costa UK Retail and Enterprises comprises wholly owned and franchise coffee shops in the UK, together with a wholesaling business named ‘Proud to Serve’, whereby other businesses purchase coffee from Costa and serve it to their customers under the Costa brand. Costa is the UK’s largest coffee shop business in terms of number of stores, it is larger than Cafe Nero and Starbucks combined. As at 26 February 2015, there were 4,292 Costa Express vending machines in operation, with 3,954 in the UK and 338 outside the UK. The state-of-the-art Costa Express machines use precision grinding, tamping, temperature and fresh steamed milk to produce a cup of . The machines need as little as 1m2 of floor space, making them a convenient option even where

2 Underlying profit excluding amortisation of acquired intangibles, exceptional items and the impact of the pension finance cost as accounted for under IAS 19. 3 System sales include all retail sales from Costa outlets and Costa Express machines irrespective of their ownership structure.

36 space is limited. The profit from the sale of drinks from the vending machines is shared with the business partner under contractual terms. Costa Europe, Middle East and India (‘‘EMEI’’) includes wholly-owned businesses in Poland, Latvia and France. As at 26 February 2015 there were 106 coffee shops in Poland, 11 coffee shops in Latvia, and 14 coffee shops in France (including 3 franchise shops). In addition, Costa EMEI includes 654 franchise coffee shops across 22 other countries. A table showing the number of stores in each country within the EMEI region as at 26 February 2015 is shown below.

Country Stores

Poland (Costa wholly-owned stores) 106 UAE 97 Ireland 72 Saudi Arabia 70 Egypt 45 Kuwait 36 Bahrain 30 Czech Republic 28 Russia 27 Oman 23 Qatar 23 Bulgaria 20 Hungary 19 Serbia 19 Cyprus 17 France (includes 11 Costa wholly-owned stores) 14 Latvia (Costa wholly-owned stores) 11 10 Kazakhstan 8 Malta 8 Portugal 8 Lebanon 3 Jordan 2 Morocco 2 Costa Asia is focused on China, where the Group is working with two partners. As at 26 February 2015 there were 344 shops operating in 31 cities in China. In addition, there were nine shops in Singapore, six in Cambodia and five in Thailand. In the financial year to 26 February 2015, Costa showed an increase in turnover of 17.9% to £951.9 million and an increase in underlying operating profit of 20.7% to £132.5 million.4

Real Estate Assets The Group has considerable UK real estate assets, being its freehold and long-leasehold interest in Premier Inn and pub-restaurant and coffee shop sites which are predominately short leasehold interests. The Group’s audited financial statements for 26 February 2015 showed £2,520.7 million in book value of land and buildings. The Group believes that the market value of these is considerably higher than this figure because, under IFRS, properties have not been revalued since the 1999/2000 financial year, so the estate is carried at either (for properties owned at that year) their value in that year, or (for properties acquired since that year) at cost, in both cases less accumulated depreciation and any impairment in value.

Markets and Competition Whitbread Hotels & Restaurants Premier Inn is the UK’s largest hotel business. As at 26 February 2015, the Group operated 697 hotels in the UK and Ireland with over 59,000 rooms, which is nearly 200 more hotels in the UK than any other competitor. The number of Premier Inn rooms accounts for approximately 8% of the UK’s total hotel room stock of approximately 700,000 rooms.

4 Underlying profit excluding amortisation of acquired intangibles, exceptional items and the impact of the pension finance cost as accounted for under IAS 19.

37 The following table shows the growth in the number of hotel rooms in the UK between 2010 and 2014 and the Group’s share of the UK hotel market. It also shows the long term structural decline of the independent hotel sector that is benefiting the branded sector, and the Group’s estimate of growth in the market and its share if it meets its published milestones.

Structural growth opportunity

Total UK 684,000 676,000 688,000 715,000 740,000 762,000 hotel market rooms rooms rooms rooms rooms rooms

Rooms 42,000 47,000 55,000 c.65,000 c.75,000 c.85,000 Share 6% 7% 8% 9% 10% 11%

Budget branded Other branded Independents Company data as at April 2015

Network strength

Number of UK hotels c.900 hotels c.830 hotels

c.740 hotels

Gap of Gap of Gap of 130 172 194

2016 Milestone 2018 Milestone ** 2020 Milestone **

Source Ibis: AM:PM HotelsHoliday database Inn Express 31 August 2014Travelodge Premier Inn * Premier Inn as reported, includes 1 hotel in Ireland

1 Source: Whitbread competitive database / AM:PM Hotels * Includes 1 hotel in Ireland ** Calendar year

The table above shows the number of UK hotels operated by Premier Inn and its closest three branded budget competitors. Premier Inn plans to grow to around 900 hotels in the UK by 2020.

In January 2015 Premier Inn retained its title as the ‘Best Value Hotel’ in the YouGov BrandIndex for the fifth year running, whilst achieving an average TripAdvisor score of 4.3 out of 5.

38 YouGov — value measure

35

30

25

20

15

10

5

0

–5

–10 January January January January January January 2010 2011 2012 2013 2014 2015 Key Premier Inn Ibis Travelodge Marriott Holiday Inn Hilton

1 Source: YouGov Brand Index. 52 week rolling average at 1 January 2015. “Which of the following brands do you think represents good/poor value for money. By that we don’t mean cheap or expensive, but that the brands offer a customer a lot in return for price paid.”

Costa Over the last 10 years there has been a series of social trends which have underpinned growth in the coffee shop market. According to coffee experts Allegra Strategies, UK branded chain outlets have grown at around 6.0% compound annual growth rate (‘‘CAGR’’) over 2008-2014 with further growth of around 6.5% CAGR expected up to 2020 for the total coffee shop market. Six years ago, there were fewer than 11,000 outlets in the UK; today there are just under 19,000 and by 2020 this is expected to rise to over 27,000. The changes in consumer habits are cited as the major drivers behind the growth of this sector, including the rise in female spending power, increased mobile working and the evolution of the high street with many coffee venues increasingly acting as social and community hubs. Number of UK stores †

1,931 1,755 1,578 1,392

824 743 757 790 560 590 490 530

2011 2012 2013 2014 Starbucks Nero

† Source: Allegra Project Cafe 2015; Costa store number actual for FY

39 Costa was named the UK’s favourite coffee shop chain for the fifth year running by industry experts Allegra in their Project Cafe´ 15 report for 2014. This market-leading position was reinforced by YouGov’s usage and awareness study as can be seen in the chart below.

Group Strategy, Business Model and Legal Structure The Group’s strategy is to invest in the organic growth of its Premier Inn and Costa brands, while delivering a good return on capital, to create significant shareholder value. The Group has recently announced new five-year growth milestones. The charts below shows the growth in the business since 2007/2008 and the milestones for 2016, 2018 and 2020. Growth milestones were first introduced in 2011.

Sustained performance

2,608.1 CAGR 800.0 2,294.3 11.5% 2,030.0 670.3 700.0 CAGR 1,778.0 580.5 2,000.0 600.0 1,599.6 1,435.0 504.4 1,216.7 1,334.6 502.6 500.0 450.7 9.9% Sales (£m) 410.8 430.7 377.0 CAGR 400.0 346.3 349.5 358.9 343.6 1,000.0 310.0 263.0 EBITDA300.0 (£m) 257.3 253.2 10.1% CAGR EBIT200.0 (£m) 0.0 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 Premier Inn 7.3% 36,006 59,138 room s CAGR

24.3% Cost a Syst em £0.3b n £1.4b n sale s CAGR

Re turn on 12.8% 15.7% +2.9% capit al pts

1

40 The Group’s business model is shown below and shows how it creates value for its teams, customers, shareholders and the communities in which it operates. The Customer Heartbeat schematic forms the basis of the business model.

41 The legal structure, showing the position of the Issuer and each Guarantor within the Group, is shown below.

Recent Developments On 26 February 2015 the Group undertook a reorganisation where all the hotels and pub- restaurants in Whitbread Restaurants Limited and Premier Inn Limited, (who were both guarantors to the Principal Credit Facility at that time and are now, as at the date of this Prospectus, dormant companies), were sold to Whitbread Group PLC and Premier Inn Hotels Limited. This was part of a reorganisation to simplify the structure of the Group. As part of this restructuring, substantially all the distributable profits of Whitbread Restaurants Limited and Premier Inn Limited were distributed up the Group such that they became distributable reserves of Whitbread Group PLC or Premier Inn Hotels Limited.

Capital Structure The Issuer is a public limited company, which is wholly owned by Whitbread PLC. The Issuer’s share capital consists of 490.6 million Ordinary Shares of 25p each and 44.0 million ‘A’ Ordinary Shares of 25p each.

Board of Directors The directors of the Issuer, together with brief biographies are outlined below:

Richard Baker Richard joined the Board of Whitbread PLC as a non-executive director in September 2009, before becoming Chairman of Whitbread in September 2014, when he also became a director of the Issuer. He has previously served as Chairman of Virgin Active Group, Chief Executive of Alliance Boots Group plc and Chief Operating Officer at Asda Group plc. Richard became a director of the Issuer in September 2014. His other directorships include DFS Furniture Holdings Plc, where he is non-executive Chairman, The Lawn Tennis Association, where he is an independent non-executive director and Advent International Plc, where he is Operating Partner. Richard is also Chairman of the Global Advisory Council, Aimia.

Andy Harrison Andy became Chief Executive of Whitbread in September 2010 and became a director of the Issuer at the same date. Andy previously served as Chief Executive of easyJet plc from 2005 to 2010 and was Chief Executive of RAC plc (previously Lex Services plc) from 1996 to 2005. Prior to this, he held the roles of Managing Director of Courtaulds International Fabrics and Finance Director of Courtaulds Textiles plc. Andy has also held a non-executive directorship at Emap plc, where he was Chairman of the Audit Committee. Andy is a current non-executive director of Dunelm Group plc. Andy has decided to retire as Chief Executive by the end of Whitbread PLC’s financial year ending February 2016.

42 Nicholas Cadbury Nicholas joined Whitbread in November 2012 as Group Finance Director and became a director of the Issuer at the same date. He previously worked at Dixons Retail PLC, in a variety of management roles, including Chief Financial Officer from 2008 to 2011. Nicholas also held the position of Chief Financial Officer of Premier Farnell PLC, which he joined in 2011. Nicholas originally qualified as an accountant with Price Waterhouse. Louise Smalley Louise joined Whitbread in 1995 and has held the position as Group Human Resources Director since 2007. During her time at Whitbread, Louise has held a variety of HR roles across the Whitbread businesses, including HR Director of Leisure and Whitbread Hotels & Restaurants. She previously worked in the oil industry, with BP and Esso Petroleum. Louise was appointed to the Board of Whitbread PLC in November 2012 and became a director of the Issuer in September 2014. Louise is also a non-executive director of DS Smith Plc. There are no existing or potential conflicts of interest between any duties of the directors of the Issuer and their private interests and other duties. The business address of each director of the Issuer is the registered office of the Issuer.

Material Contracts The Group has contractual arrangements with numerous third parties in support of its business activities, none of which is considered individually to be essential to its business.

43 The Guarantors

Description of Whitbread PLC Whitbread PLC (‘‘WPLC’’) was incorporated in England and Wales on 1 December 2000 under the name ‘Whitbread Holdings PLC’ as a company with limited liability under the Companies Act 1989 with registered number 4120344. On 10 May 2001 its name was changed to ‘Whitbread PLC’. WPLC’s principal place of business and registered office is at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable LU5 5XE and its telephone number is +44 (0)1582 424200. The directors of WPLC include the four directors of the Issuer, whose details can be found above, as well as the following: Christopher Rogers Christopher joined Whitbread in May 2005 as Group Finance Director, a role he held until November 2012. He was appointed to his current role as Managing Director of Costa Coffee in July 2012. Christopher previously worked at Woolworths Group plc where he was Finance Director and also held the position of Chairman of the Woolworths Group Entertainment business. He originally qualified as an accountant with Price Waterhouse before joining Kingfisher plc in 1988. He is a non-executive director of Travis Perkins Plc. Wendy Becker Wendy was appointed a non-executive director of WPLC in January 2008. She is Chief Executive of Jack Wills Limited, having previously been Group Chief Marketing Officer for , Managing Director of TalkTalk and a partner at McKinsey & Company. Wendy is also Deputy Chairman of Cancer Research UK, a member of the Business Advisory Board at Oxford University and a trustee of both the Prince’s Trust and the English National Ballet. Sir Ian Cheshire Sir Ian joined the Board of WPLC in February 2011 as a non-executive director. He is currently Senior Independent Director, having previously served as Chairman of the Remuneration Committee. Sir Ian was Group Chief Executive of Kingfisher Plc until the end of January 2015. Prior to joining Kingfisher in 1998 he worked for a number of retail businesses including Sears & Guinness. Sir Ian’s other appointments include Lead non-executive director at the Department of Work and Pensions, director of BGT Capital PLC, Chairman of the Advisory Board for the Cambridge Programme for Sustainability Leadership, Trustee Director of Business in the Community and Trustee Chair at Medicinema. Simon Melliss Simon was appointed as a non-executive director of WPLC in April 2007 and is Chairman of the Audit Committee. Simon, a chartered accountant, was Chief Financial Officer of Hammerson plc from 1995 to 2011, having originally joined the company in 1991 as Group Financial Controller. Prior to that, he served as the Group Financial Controller of Sketchley PLC, and held senior finance positions with Reed International. Simon also previously held a non-executive directorship at Associated British Ports Holdings plc. Other current appointments are Chairman of Hermes Property Unit Trust and Treasurer and member of the council at University College London. Susan Taylor Martin Susan joined the Board of WPLC in January 2012 as a non-executive director. She is President, Legal at Thomson Reuters and has previously held a number of roles at Thomson Reuters, including as President, Thomson Reuters Media, Media President of Global Investment Focus Accounts and a Managing Director of Legal in the UK and Ireland. Prior to this, she was Global Head, Corporate Strategy for Reuters, which she joined in 1993. Stephen Williams Stephen was appointed as a non-executive director of WPLC in April 2008 and is Chairman of the Remuneration Committee, having previously served as Senior Independent Director. Stephen retired as General Counsel and Chief Legal Officer of during 2010, having originally joined in 1986. Prior to that, Stephen spent 11 years at Imperial Chemical Industries plc. From 1995 to 2004 he was a non-executive director of plc and from 2004 to 2010 he was Senior Independent Director of Arriva plc. Stephen’s current appointments include non-executive director at

44 both Plc and Eversheds LLP, Senior Advisor at Spencer Stuart LLP, Trustee of the Moorfields Eye Hospital NHS Trust, Chairman of De La Warr Pavilion Trust, director of Amicus Curiae Limited and a Board member of the Leverhulme Trust.

Alison Brittain On 22 May 2015, Whitbread announced that Alison Brittain had been appointed as its next Chief Executive, to succeed Andy Harrison. Alison will join Whitbread on 4 January 2016. Alison is currently Group Director, Retail Division PLC which she joined in 2011. Previously she held senior roles at Santander UK PLC and Barclays PLC. Alison is also a non executive director of Marks and Spencer Group PLC. There are no potential conflicts of interest between the duties to WPLC of any of the directors listed above and their private interests and other duties. The business address of each director of WPLC is the registered office of the Issuer.

Description of Premier Inn Hotels Limited Premier Inn Hotels Limited (‘‘PIHL’’) is a direct wholly owned subsidiary of the Issuer. PIHL was incorporated in England and Wales on 25 May 2004 under the name ‘Trushelfco (No 3047) Limited’ as a company with limited liability under the Companies Act 1989 with registered number 5137608. On 24 June 2004 its name was changed to ‘Premier Lodge NewCo Limited’ before changing its name to ‘Premier Travel Inn Limited’ on 29 July 2004 and ‘Premier Inn Hotels Limited’ on 16 July 2007. PIHL’s principal place of business and registered office is at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable LU5 5XE and its telephone number is +44 (0)1582 424200. The directors of PIHL are as follows:

Paul Flaum Paul joined Whitbread in 2002 as Operations Director for Travel Inn, shortly before the acquisition and integration of Premier Lodge. He was then appointed Chief Operating Officer of Premier Inn, before becoming Chief Operating Officer of Whitbread Hotels & Restaurants in 2008 and then Managing Director, Whitbread Restaurants in 2011. Paul was appointed to his current role as Managing Director of Whitbread Hotels & Restaurants in March 2015. Before joining the Group, Paul began his career at Price Waterhouse where he qualified as a Chartered Accountant. In 1995, he joined the Rank Group in a strategic role before moving into operations with Odeon Cinemas. He became a director of PIHL in January 2015.

John Forrest John joined Whitbread in August 2007 as Business Development Director for Whitbread Hotels & Restaurants to lead the growth programme for Premier Inn. He was promoted to Brand Operations Director for Table Table in 2009 and moved into his current role of Chief Operating Officer for Premier Inn in March 2011. John began his career at Marks and Spencer before moving to senior operational roles at The Body Shop and The Co-operative Group. He became a director of PIHL in July 2011.

Bhavesh Mistry Bhavesh joined Whitbread as Finance Director, Whitbread Hotels & Restaurants in February 2013. Prior to joining Whitbread, Bhavesh was Group Financial Planning & Analysis Director at Virgin Media from 2010 to 2013. Prior to this, he held a variety of roles with Anheuser Busch InBev from 2003 to 2010 in Canada and the UK, most recently as UK & Ireland Finance Director. Bhavesh qualified as a Chartered Accountant with KPMG and holds an MBA from London Business School. He became a director of PIHL in March 2013. There are no potential conflicts of interest between the duties to PIHL of any of the directors listed above and their private interests and other duties. The business address of each director of PIHL is the registered office of the Issuer.

Description of Costa Limited Costa Limited (‘‘CL’’) is a direct wholly owned subsidiary of the Issuer. CL was incorporated in England and Wales on 28 July 1976 under the name ‘C.B. Costa Bros. Coffee Co. Limited’ as a

45 company with limited liability under the Companies Acts 1948 to 1976 with registered number 1270695. On 12 September 1997 its name was changed to ‘Costa Limited’. CL’s principal place of business and registered office is at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable LU5 5XE and its telephone number is +44 (0)1582 424200. The directors of CL are Christopher Rogers, who became a director of CL in July 2012 and whose details can be found in the ‘‘Description of Whitbread PLC’’, together with the following: Jo Bennett Jo, who joined Whitbread in November 2013, is an HR professional with many years of senior general HR experience as well as having led specialist HR teams in the areas of change management, organisation development and leadership and management development. Before Whitbread, Jo lived and worked overseas for a number of organisations, including two years in Switzerland as European HRD for SABMiller, four years in Singapore as Asia Pacific HR Director for Cadbury and seven years in Tokyo as HR Director Japan and Korea for the Mars Group. She is a qualified BioChemical Engineer and spent her early career in manufacturing and logistics. Jo became a director of CL in February 2014. Clive Bentley Clive is Costa’s Property & Commercial Director. He joined Whitbread in 1993 as an acquisitions manager for Beefeater Grill and had a number of roles in Whitbread Hotels & Restaurants before becoming Costa’s Property Director in 2003. In his commercial role he has responsibility for buying, supply chain and coffee production. He is Trustee Chairman of the Costa Foundation. Clive is a qualified Chartered Surveyor with over 25 years’ experience in the retail/leisure property market. Before joining Whitbread, he spent five years in a major commercial surveying practice in London. Clive became a director of CL in January 2009. Jason Cotta Jason joined Costa in 2010 as Operations Director for Costa Coffee, a role he held until January 2013, when he became Managing Director of Costa Coffee – Retail UK. In March 2015 he was appointed to his current role as Managing Director for Costa Coffee International EMEA. Jason previously worked at Care UK as Projects Director and Travelodge Hotels Ltd as International and Development Director. His background previous to this was with TGI Fridays and in operational roles, starting in 1986. Jason became a director of CL in March 2013. Sarah Highfield Sarah joined CL in March 2015 as Finance Director. Sarah began her career on the Mars graduate scheme. In 2005 she moved to Tesco where she held a number of finance roles including UK Retail Finance Manager, UK Distribution Finance Director, Chief Financial Officer Tesco Slovakia and Chief Financial Officer Tesco Hungary. Sarah became a director of CL in April 2015. Murray McGowan Murray joined CL in January 2014 as International Finance and Strategy Director and was appointed to his current position of Managing Director, Costa Express in March 2015. Prior to joining CL, Murray spent almost four years as the Chief Financial Officer for KFC in the UK & Ireland. Before that he was the Global Commercial Strategy Director for Cadbury plc and also spent seven years working at McKinsey & Company in the UK and U.S. where he focused on serving retail and packaged goods clients. Murray became a director of CL in April 2015. Andy Marshall Andy Marshall joined Whitbread in July 2001 as CL’s Operations Director. He became Retail MD for the UK operation, which included responsibility for the development of the new Individual franchise network. After also taking on responsibility for the ‘Proud to Serve’ (wholesale) business, he moved into a new role in 2005 running the franchise network in both the UK and Overseas. In 2007 Andy became responsible for Costa’s international business, overseeing the original development of the joint venture businesses in China. He is responsible for the International Franchise business and Costa’s Corporate Social Responsibility programme. Prior to joining Whitbread, Andy worked for 24 years at Marks and Spencer where he was an Executive in their Food Division, creating their Cafe Revive concept and running their Food on the Go Division. Andy became a director of CL in March 2010.

46 Jim Slater Jim began his career with marketing roles at Mars, Kraft and , before becoming an executive director at AFC in 1998. In 2004 he joined the board of Phones 4u, before becoming Costa’s Marketing Director in 2008. Jim then became Managing Director of Costa Enterprises and, in March 2015, he was appointed Managing Director of Costa UK & Ireland. Jim became a director of CL in March 2010. There are no potential conflicts of interest between the duties to CL of any of the directors listed above and their private interests and other duties. The business address of each director of CL is the registered office of the Issuer.

47 Taxation

United Kingdom taxation The comments below are of a general nature and are based on the Issuer’s understanding of current United Kingdom law and the published practice of HM Revenue & Customs (‘‘HMRC’’), which may not be binding on HMRC. They are not intended to be exhaustive. They apply only to the position of persons who are absolute beneficial owners of their Bonds. They describe only the United Kingdom withholding tax treatment of payments of interest in respect of the Bonds and certain information reporting requirements. They do not deal with any other aspect of the United Kingdom taxation treatment of acquiring, holding or disposing of the Bonds. The United Kingdom tax treatment of prospective Bondholders depends on their individual circumstances and may be subject to change in the future, possibly with retrospective effect. Prospective holders of Bonds who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom are advised to consult their own professional advisers. The Bonds will constitute ‘‘quoted Eurobonds’’ provided they are and continue to be listed on a recognised stock exchange, within the meaning of section 1005 of the Income Tax Act 2007. While the Bonds are and continue to be quoted Eurobonds, payments of interest by the Issuer on the Bonds may be made without withholding or deduction for or on account of United Kingdom income tax. The London Stock Exchange is a recognised stock exchange for these purposes. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List by the United Kingdom Listing Authority and are admitted to trading on the regulated market of the London Stock Exchange. Interest on the Bonds may also be paid without withholding or deduction for or on account of United Kingdom income tax where, at the time the payment is made, the Issuer reasonably believes (and any person by or through whom interest on the Bonds is paid reasonably believes) that the person beneficially entitled to the interest is within the charge to United Kingdom corporation tax as regards the payment of interest, provided HMRC has not given a direction that the interest should be paid under deduction of tax. In other cases, absent a relief or exemption (such as a direction by HMRC that interest may be paid without withholding or deduction for or on account of United Kingdom income tax to a specified Bondholder following an application by that Bondholder under an applicable double tax treaty), an amount must generally be withheld on account of United Kingdom income tax at the basic rate (currently 20 per cent.) from payments of interest on the Bonds. Where Bonds are issued at an issue price of less than 100 per cent. of their principal amount, any payments in respect of the accrued discount element on any such Bonds should not be subject to any withholding or deduction for or on account of United Kingdom income tax, as long as they do not constitute payments of interest, but may be subject to reporting requirements as outlined below. The United Kingdom withholding tax treatment of payments made by a Guarantor under the terms of the Guarantee in respect of interest on the Bonds (or other amounts due under the Bonds) is uncertain. In particular, such payments by a Guarantor may not be eligible for the exemption in respect of securities listed on a recognised stock exchange described above in relation to payments of interest by the Issuer. Accordingly, if a Guarantor makes any such payments, these may be subject to United Kingdom withholding tax at the basic rate (currently 20 per cent.). HMRC have powers to obtain information, including in relation to interest or payments treated as interest and payments derived from securities. This may include details of the beneficial owners of the Bonds (or the persons for whom the Bonds are held), details of the persons to whom payments derived from the Bonds are, or may be, paid and information in connection with transactions relating to the Bonds. Information obtained by HMRC may be provided to tax authorities in other countries.

EU Savings Directive The Savings Directive requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or to certain other types of entity established, in that other EU Member State, except that Austria will instead impose

48 a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period it elects otherwise. A number of non-EU countries and territories have adopted similar measures to the Savings Directive. The Council of the European Union has adopted the Amending Directive which will, when implemented, amend and broaden the scope of the requirements of the Savings Directive described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities and the circumstances in which payments must be reported or paid subject to withholding. For example, these requirements will apply to payments made to (or for the benefit of) persons, entities or legal arrangements (including trusts) where certain conditions are satisfied and may in some cases apply where the person, entity or legal arrangement is established or effectively managed outside the EU. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017. However, the European Commission has proposed the repeal of the Savings Directive from 1 January 2017 in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to ongoing requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU). The proposal also provides that, if it proceeds, Member States will not be required to apply the new requirements of the Amending Directive. Investors should also note that the Savings Directive does not preclude EU Member States from levying other types of withholding tax. Investors who are in any doubt as to their position as regards the Savings Directive, as amended from time to time, should consult their professional advisers.

49 Subscription and Sale

General Barclays Bank PLC, Lloyds Bank plc, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc (the ‘‘Joint Lead Managers’’) and Banco Santander, S.A. and HSBC Bank plc (the ‘‘Co-Managers’’, and together with the Joint Lead Managers, the ‘‘Managers’’) have, pursuant to a Subscription Agreement dated 26 May 2015, jointly and severally agreed with the Issuer and the Guarantors, subject to the satisfaction of certain conditions, to subscribe the Bonds at 98.914 per cent. of their principal amount less a combined management and underwriting commission payable to the Managers. In addition, the Issuer has agreed to reimburse the Managers for certain of their expenses in connection with the issue of the Bonds. The Managers are entitled to terminate the Subscription Agreement in certain circumstances prior to payment being made to the Issuer. None of the Issuer, any Guarantor or any Manager has made any representation that any action will be taken in any jurisdiction by the Managers or the Issuer or the Guarantors that would permit a public offering of the Bonds, or possession or distribution of this Prospectus or any offering or publicity material relating to the Bonds (including roadshow materials and investor presentations), in any country or jurisdiction where action for that purpose is required. Each Manager has undertaken to the Issuer and the Guarantors that it will, to the best of its knowledge and belief in all material respects, comply with all applicable laws and regulations in each country or jurisdiction in which it purchases, offers, sells or delivers Bonds or has in its possession or distributes this Prospectus or any related offering material, in all cases at its own expense.

United States The Bonds and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Bonds are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each of the Managers has represented and agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver Bonds (a) as part of its distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Issue Date within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. Terms used above have the meanings given to them by Regulation S under the Securities Act.

United Kingdom Each Manager has represented, warranted and agreed that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (‘‘FSMA’’)) received by it in connection with the issue or sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

France Each Manager has represented, warranted and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, Bonds to the public in France and that offers and sales of Bonds in France will be made only (i) to providers of investment services relating to portfolio management for the account of third parties and/or (ii) to qualified investors (investisseurs qualifie´s) acting for their own account, as defined in, and in accordance with, Articles L.411-2, II, 2 and D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code mone´taire et financier.

50 In addition, each Manager has represented, warranted and agreed that it has not distributed or caused to be distributed and will not distribute or cause to be distributed in France this Prospectus or any other offering material relating to the Bonds other than to investors to whom offers and sales of Bonds in France may be made as described above.

51 General Information

(1) The net proceeds of the issue, which are expected to amount to £443,650,500, will be used by the Issuer for the general corporate purposes of the Group. (2) The Bonds have been accepted for clearance through Euroclear and Clearstream, Luxembourg with a common code of 123529553 and an ISIN of XS1235295539. (3) The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels, and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. (4) The yield of the Bonds is 3.473 per cent., on an annual basis. The yield is calculated as at the Issue Date on the basis of the issue price and the interest rate of 3.375 per cent. per annum. It is not an indication of future yield. (5) The Issuer estimates that the amount of expenses related to the admission to trading of the Bonds will be up to £4,200. (6) It is expected that the applications for the Bonds to be admitted to the Official List and to trading on the London Stock Exchange’s regulated market will be granted on or about 28 May 2015 and that such admission will become effective, and that dealings in the Bonds on the London Stock Exchange will commence, on or about 29 May 2015. (7) The Issuer and the Guarantors have obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Bonds. The issue of the Bonds was authorised by a resolution of the board of directors of the Issuer passed on 8 May 2015. The guarantee of the Bonds was authorised in principle by a resolution of the board of directors of Whitbread PLC on 23 April 2015 and by resolutions of the board of directors of each of the other Guarantors passed on 5 May 2015. (8) The Trust Deed provides that the Trustee may rely on certificates or reports from any auditors or other parties in accordance with the provisions of the Trust Deed whether or not any such certificate or report or engagement letter or other document in connection therewith contains any limit on the liability of such auditors or such other party. (9) There has not been a significant change in the financial or trading position of the Issuer or the Guarantors (other than Whitbread PLC) and each of their respective controlled entities since 27 February 2014, nor has there been any material adverse change in the prospects of the Issuer or the Guarantors (other than Whitbread PLC) and each of their respective controlled entities since 27 February 2014, save as disclosed in the paragraph headed ‘‘Recent Developments’’ in ‘‘Description of the Issuer and the Group’’. (10) There has not been a significant change in the financial or trading position of Whitbread PLC or the Group since 26 February 2015, nor has there been any material adverse change in the prospects of Whitbread PLC or the Group since 26 February 2015, save as disclosed in the paragraph headed ‘‘Recent Developments’’ in ‘‘Description of the Issuer and the Group’’. (11) There are no, nor have there been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer, any Guarantor or any member of the Group is aware) which may have, or have had during the period of 12 months prior to the date of this document, a significant effect on the financial position or profitability of the Issuer, any Guarantor or the Group. (12) The Prospectus will be available for inspection on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/ exchange/news/market-news/market-news-home.html. (13) Copies of the annual report for Whitbread PLC and the Group, the annual consolidated financial statements of Whitbread PLC and the Group for the financial years ended 26 February 2015 and 27 February 2014, the audited financial statements of the Issuer and the Guarantors (other than Whitbread PLC) for the financial years ended 28 February 2013 and 27 February 2014, copies of this Prospectus, the Trust Deed and the Agency Agreement and the constitutional documents of the Issuer and the Guarantors will be available for inspection at the specified offices of each of the Paying Agents (as defined in the Conditions) during normal business hours, so long as any of the Bonds is outstanding.

52 (14) The annual consolidated financial statements of Whitbread PLC and the Group for the financial years ended 26 February 2015 and 27 February 2014 have been audited without qualification by Ernst & Young LLP, a member firm of the Institute of Chartered Accountants of England & Wales. (15) The annual financial statements of the Issuer and the Guarantors, other than Whitbread PLC, for the financial years ended 27 February 2014 and 28 February 2013 have been audited without qualification by Ernst & Young LLP, a member firm of the Institute of Chartered Accountants of England & Wales. (16) At the Annual General Meeting of Whitbread PLC to be held on 16 June 2015, it is proposed that Whitbread PLC appoint Deloitte LLP as the auditor to hold office until the conclusion of Whitbread PLC’s next Annual General Meeting. (17) There are no material contracts entered into other than in the ordinary course of any of the Issuer’s, a Guarantor’s or a member of the Group’s business, which could result in any of the Issuer, any Guarantor or a member of the Group being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to Bondholders in respect of the Bonds or any Guarantor’s ability to meet its obligations in respect of the Guarantee. (18) None of the Issuer, the Guarantors or any member of the Group intends to provide any post- issuance information in relation to the Bonds. (19) Certain of the Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer, the Guarantors and their respective affiliates in the ordinary course of business. Certain of the Managers and their affiliates may have positions, deal or make markets in the Bonds, related derivatives and reference obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuer, the Guarantors and their respective affiliates, investor clients, or as principal to manage their exposure, their general market risk, or other trading activities. In addition, in the ordinary course of their business activities, the Managers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer, the Guarantors or their affiliates. Certain of the Managers or their affiliates that have a lending relationship with the Issuer or the Guarantors routinely hedge their credit exposure to the Issuer and the Guarantors consistent with their customary risk management policies. Typically, such Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Bonds. Any such positions could adversely affect future trading prices of the Bonds. The Managers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

53 PRINCIPAL OFFICE OF THE ISSUER AND THE GUARANTORS Whitbread Court Houghton Hall Business Park Porz Avenue Dunstable LU5 5XE

TRUSTEE PRINCIPAL PAYING AGENT HSBC Corporate Trustee Company (UK) Limited HSBC Bank plc Level 27 Floor 4 8 Canada Square 8 Canada Square London E14 5HQ London E14 5HQ

JOINT LEAD MANAGERS Barclays Bank PLC Lloyds Bank plc Mitsubishi UFJ Securities The Royal Bank of 5 The North Colonnade 10 Gresham Street International plc Scotland plc London E14 4BB London EC2V 7AE Ropemaker Place 135 Bishopsgate 25 Ropemaker Street London EC2M 3UR London EC2Y 9AJ

CO-MANAGERS Banco Santander, S.A. HSBC Bank plc Ciudad Grupo Santander 8 Canada Square Avenida de Cantabria s/n London E14 5HQ Edificio Encinar, planta baja, 28660, Boadilla del Monte, Madrid, Spain

AUDITOR OF THE ISSUER Ernst & Young LLP One Colmore Square Birmingham B4 6HQ

LEGAL ADVISERS To the Issuer To the Managers and the Trustee Slaughter and May Clifford Chance LLP One Bunhill Row 10 Upper Bank Street London EC1Y 8YY London E14 5JJ

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