NOTICE OF ANNUAL GENERAL MEETING 2022

WEDNESDAY 15 JUNE 2022

WHITBREAD PLC (INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 4120344)

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your shares in Whitbread PLC (the "Company"), please send this document and the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

3 Introduction
3 Ordinary resolutions
4 Special resolutions
5 Important information concerning the meeting
6 Notes on the resolutions
9 Directions to meeting venue
10 Appendix 1 Board of Directors
12 Appendix 2 Shareholder guide to accessing the AGM electronically
13 Appendix 3 Whitbread PLC new remuneration policy

ATTENDING THE ANNUAL GENERAL MEETING

The AGM is an important event in the calendar for the Company and our shareholders. We are pleased to confirm that we will be able to welcome shareholders in person to our AGM this year. Further, as with our successful 2021 AGM, we are pleased to confirm that the AGM will be held as a combined physical and electronic meeting via a live webinar (a 'hybrid' format). This therefore provides shareholders with the opportunity to participate in the AGM, without travelling, through the online Lumi meeting platform, which you can access by logging on to https:// web.lumiagm.com. By holding the AGM in this hybrid format, importantly, shareholders can still exercise their votes and raise questions during the meeting as if they were attending in person, by following the instructions set out in Appendix 2 to this Notice.

The safety and security of shareholders, directors, employees and those involved in running the AGM is very important to us. As such, please do not attend in person if you know you have been in contact with a confirmed Covid-19 case in the last five days, have symptoms of, or have tested positive for Covid-19 yourself. Should any changes to the arrangements for the AGM be appropriate, including in response to UK Government guidance relating to Covid-19, any such changes will be communicated to shareholders, in accordance with our articles of association, before the meeting through our website at www.whitbread.co.uk and, where appropriate, by Stock Exchange announcement.

Where will the AGM be held?

The AGM will be held at our registered office at Whitbread Court, Houghton Hall, Business Park, Porz Avenue, Dunstable, Bedfordshire, LU5 5XE.

Can I attend the AGM?

Shareholders can either attend the AGM in person or participate in the meeting remotely:

1. You can access the meeting using this link- https://web. lumiagm.com/124-964-186. This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone.
1. When accessing the meeting platform, you will be asked to enter your unique 11 digit Investor Code (IVC) including any leading zeros, and 'PIN'. Your PIN is the last 4 digits of your IVC. If required, the Meeting ID is 124-964-186

Access to the Lumi platform will be available an hour prior to the start of the meeting.

How can I vote at the AGM?

Your vote is important to us and you are encouraged to vote either in advance of the AGM or on the day. All resolutions at the AGM will be put to shareholders by way of poll rather than a show of hands.

If you will not be participating in the meeting in person or electronically or otherwise wish to vote in advance, you may appoint a proxy by post, online or through CREST as further detailed in the Important Information section of this Notice.

For those shareholders attending remotely, the Lumi platform will allow for live voting on all resolutions. Once the Chairman has formally opened the meeting, the voting procedure will be explained. Once voting has opened, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed.

Link Group, the company's registrar, has launched a shareholder app: LinkVote+.

It's free to download and use and gives shareholders the ability to access their records at any time and attend virtual AGMs.

The app also allows users to submit a proxy appointment quickly and easily online rather than through the post.

You can also use the following QR Codes:

Apple / iOS Android / google play

How can I ask questions at the AGM?

Shareholders will be able to submit questions in advance of the AGM, by emailing them to [email protected]. For any remote attendees, we will also be providing a telephone line to enable shareholders to ask questions relating to the business of the meeting during the AGM, and questions will also be capable of being asked via the Lumi platform. Shareholders attending in person will be able to ask questions at the meeting as usual.

Full details on how to join the AGM electronically, ask questions and vote before and during the meeting can be found in Appendix 2 to this Notice, along with the relevant contact details should you encounter any technical issues.

INTRODUCTION

This document is important and requires your immediate attention. It contains the resolutions to be voted on at the Company's Annual General Meeting to be held on Wednesday 15 June 2022.

Notice is hereby given that the Annual General Meeting (the AGM) of the Company will be held at Whitbread Court, Houghton Hall Business Park, Porz Avenue Dunstable, Bedfordshire, LU5 5XE on Wednesday 15 June 2022 at 2.00pm to consider and, if thought fit, pass the following resolutions, with resolutions 1 to 18 being put as ordinary resolutions and resolutions 19 to 22 being put as special resolutions.

Voting on each of the following resolutions will be taken on a poll, rather than on a show of hands. This reflects current best practice and ensures that shareholders who have appointed the Chair of the meeting as their proxy have their votes fully taken into account.

ORDINARY RESOLUTIONS

Annual Report and Accounts

1 To receive and consider the Annual Report and Accounts (incorporating the reports of the directors and auditor and the strategic report) for the year ended 3 March 2022.

Remuneration

2 To approve the Directors' Remuneration Policy as contained in pages 92 to 100 of the Annual Report and Accounts.
3 To approve the Annual Report on Remuneration as contained in pages 101 to 111 of the Annual Report and Accounts.

Final dividend

4 To declare a final dividend of 34.7 pence per ordinary share in the Company in respect of the year ended 3 March 2022 due and payable on 1 July 2022 to ordinary shareholders on the Company's register of shareholders at 5:00pm on 27 May 2022.

Directors

5 To elect Hemant Patel as a director.
6 To re-elect David Atkins as a director.
7 To re-elect Kal Atwal as a director.
8 To re-elect Horst Baier as a director.
9 To re-elect Alison Brittain as a director.
10 To re-elect Fumbi Chima as a director.
11 To re-elect Adam Crozier as a director.
12 To re-elect Frank Fiskers as a director.
13 To re-elect Richard Gillingwater as a director.
14 To re-elect Chris Kennedy as a director.

Auditors

15 To reappoint Deloitte LLP as the auditor of the Company to hold office until the conclusion of the Company's next AGM.
16 To authorise the Board, through the Audit Committee, to set the auditor's remuneration.

Political Donations

17 That, in accordance with Sections 366 and 367 of the Companies Act 2006 (the Act), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are authorised to:
- (A) make political donations to political parties and/or independent election candidates;
- (B) make political donations to political organisations other than political parties; and
- (C) incur political expenditure,

(as such terms are defined in Sections 363 to 365 of the Act) provided that the aggregate amount of any such donations and expenditure shall not exceed £25,000 during the period of one year beginning with the date of the passing of this resolution.

Directors' authority to allot shares

18 That the Board be generally and unconditionally authorised in accordance with section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
- (A) up to a nominal amount of £51,715,899 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and
- (B) comprising equity securities (as defined in the Act) up to a nominal amount of £103,431,798 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
  - (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  - (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 15 September 2023) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

General authority to disapply pre-emption rights

19 That, if resolution 18 is passed, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
- (A) to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 18, by way of a rights issue only):
  - (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  - (ii) to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

(B) in the case of the authority granted under paragraph (A) of resolution 18 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £7,757,384,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 15 September 2023) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Additional authority to disapply pre-emption rights

20 That, if resolution 18 is passed, the Board be given the power in addition to any power granted under resolution 19 to allot equity securities (as defined in the Act) for cash under the authority granted under paragraph (A) of resolution 18 and/ or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be:
- (A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,757,384; and
- (B) used only for the purposes of financing a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice or for the purposes of refinancing such a transaction within six months of its taking place, such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 15 September 2023) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Company's authority to purchase ordinary shares

21 That, pursuant to Section 701 of the Act, the Company be generally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Act) of up to 20,202,211 ordinary shares (of any nominal value from time to time) in the capital of the Company provided that:
- (A) the minimum price (exclusive of expenses) which may be paid for each ordinary share is the nominal amount of that share;
- (B) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the highest of (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time; and
- (C) this authority will apply until the conclusion of the AGM of the Company to be held in 2023 (or, if earlier, 15 September 2023) but during this period the Company may enter into a contract to purchase ordinary shares which would, or might, be completed or executed wholly or partly after this authority has ended and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not ended.

General meetings

22 That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

By order of the Board

Chris Vaughan General Counsel and Company Secretary 11 May 2022

Registered Office

Whitbread PLC

Whitbread Court Houghton Hall Business Park, Porz Avenue Dunstable, Bedfordshire LU5 5XE

Registered in England and Wales No. 4120344

IMPORTANT INFORMATION CONCERNING THE MEETING

1 The AGM will be held as a hybrid meeting, with in person and remote attendance. If you wish to attend remotely, a guide on how to access the online meeting platform and telephone line can be found in Appendix 2 to this Notice. These notes to this Notice should be read in this context.
2 Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice.
3 The return of a completed proxy form, or any electronic or CREST proxy instruction (as described in paragraph 5 below), will not in itself prevent a shareholder attending the AGM and voting in person or electronically if he/she wishes to do so.
4 To be effective, the instrument appointing a proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be deposited at the offices of the Company's registrars, Link Group, Whitbread Share Register, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, not later than 2.00pm on Monday 13 June 2022 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days).

Proxy appointments submitted via the internet at www.whitbread-shares.com must be received not later than 2.00pm on Monday 13 June 2022 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding nonworking days).

5 If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint a proxy or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the issuer's agent (ID number RA10) not later than 2.00pm on Monday 13 June 2022 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message.

CREST Personal Members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and systems timings, please refer to the CREST Manual (available via www.euroclear.com/ CREST). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours before the time of the Annual General Meeting, in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform.

6 Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the register of shareholders of the Company as at close of business on Monday 13 June 2022.

If the meeting is adjourned, entitlement to attend and vote will be determined by reference to the register of shareholders of the Company as at close of business two days prior to the adjourned meeting (excluding non-working days). Changes to the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
8 The right to appoint proxies does not apply to persons nominated to receive information rights under Section 146 of the Act. Persons nominated to receive information rights under Section 146 of the Act who have been sent a copy of this Notice are hereby informed that they may have a right under an agreement with the registered shareholder by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting.

If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights. Nominated persons should contact the registered shareholder by whom they were nominated in respect of these arrangements.

9 In the case of joint holders, where more than one of the joint holders purports to vote (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.
10 Under Section 527 of the Act shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website.

The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish on a website.

11 Any shareholder attending the meeting has the right to ask questions. As described above, the Company will answer questions at the AGM made in person or via the online platform or the telephone line (see Appendix 2 to this Notice for further details) and in advance. The Company will endeavour to respond to any questions submitted in advance of the meeting and which relate to the business of the meeting which are submitted via email to [email protected] prior to 2.00pm on Monday 13 June 2022.

In relation to questions submitted in advance, answers will be grouped thematically, and provided during the AGM, and made available on our website at www.whitbread.co.uk in the days following the meeting.

Questions may not be answered where (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company that the question be answered.

12 Copies of the following documents will be available for inspection at the registered office of the Company, Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, Bedfordshire LU5 5XE, during usual business hours (Saturdays, Sundays and public holidays excepted) from the date this Notice is mailed until the close of the AGM, at the place of the meeting for 15 minutes before and during the meeting and on the Company's website (www.whitbread.co.uk):
- (A) the audited accounts of the Company for the financial years ended 25 February 2021 and 3 March 2022; and
- (B) the directors' service contracts and terms of appointment.

Copies will also be available for inspection from the date this Notice is mailed until the close of the AGM at Slaughter and May, One Bunhill Row EC1Y 8YY during usual business hours (Saturdays, Sundays and public holidays excepted).

A copy of this Notice, and other information required by Section 311A of the Act, can be found at www.whitbread.co.uk.

Shareholders should only use any electronic address provided in either this Notice or any related documents (including the Chairman's letter and the proxy form) to communicate with the Company for the purposes expressly stated.

At the close of business on 9 May 2022, the Company had 214,476,827 ordinary shares in issue, of which 12,454,718 ordinary shares were held in treasury. Therefore, the total number of voting rights in the Company was 202,022,109.

The ordinary shares have a nominal value of 76 122⁄ 153 pence each.

13 The Company may process personal data of attendees at the AGM. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data. The Company shall process such personal data in accordance with its privacy policy, which can be found at www.whitbread.co.uk/privacy-policy.

NOTES ON THE ORDINARY RESOLUTIONS

Resolutions 1 to 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 19 to 22 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1

Resolution 1 is the usual resolution to receive the Annual Report and Accounts for 2021/22. The Annual Report and Accounts are available on the Company's website (www.whitbread.co.uk) or on request from Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Resolution 2

In accordance with Section 439A of the Act, a Company must seek shareholders' approval of its policy on remuneration of directors (the Directors' Remuneration Policy) set out in the Directors' Remuneration Report. This vote is a binding one.

The Directors' Remuneration Policy, if approved, will take effect from 15 June 2022 and will be valid for up to three financial years without new shareholder approval being required. Once the Directors' Remuneration Policy is effective, the Company will not be able to make remuneration payments to a current or prospective director, or loss of office payments to a current or past director, unless the payment is consistent with the approved Directors' Remuneration Policy or has been otherwise approved by shareholders. The Directors' Remuneration Policy is intended to be put forward for shareholder approval every three years, as required by the Act.

If the Directors' Remuneration Policy is not approved by the shareholders for any reason, the Company will, if and to the extent permitted to do so under the Act, continue to make payments to directors in accordance with the Company's existing policy on directors' remuneration and will seek shareholder approval for a revised policy as soon as practicable.

You can find the Directors' Remuneration Policy on pages 92 to 100 of the Annual Report and Accounts and in Appendix 3 to this Notice.

Resolution 3

Companies quoted on the London Stock Exchange are required to put an ordinary resolution to shareholders at the AGM seeking approval of the Annual Report on Remuneration. This Report is set out in full on pages 101 to 111 of the Annual Report and Accounts. The vote is advisory only, however, and the directors' entitlement to remuneration is not conditional on the resolution being passed.

Resolution 4

Resolution 4 is to declare a final dividend of 34.7 pence per share in respect of the year ended 3 March 2022. Subject to the passing of resolution 4 approving the dividend at the AGM, shareholders will be offered the opportunity to reinvest the cash dividend they receive in the Company's shares by participating in the Dividend Reinvestment Plan (DRIP) offered by the Company's registrars, Link Group, a trading name of Link Market Services Trustees Limited (LMSTL). The full terms and conditions and further information about how to participate in the DRIP can be obtained electronically through the shareholder portal at www.whitbread-shares.com or by contacting Link Group on +44 (0)371 664 0381 (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.) Shareholders who hold their shares in CREST and wish to elect to participate must do so by means of CREST procedures.

Resolution 5

NOTES ON THE ORDINARY RESOLUTIONS

Resolution 5 is to elect Hemant Patel as a director of the Company following his appointment on 21 March 2022. Hemant joined Whitbread in 2018 as UK Finance Director, having previously been Finance Director of Greene King Pub Co. He also worked at ASDA Walmart for 11 years, carrying out various management roles including Commercial Finance Director, Director of Own Label and Director of Strategy. He also had several finance roles over six years at Mars, Inc.

Further biographical details can be found on page 10 of the Annual Report and Accounts and in Appendix 1 to this Notice.

Resolutions 6 to 14

The UK Corporate Governance Code (the 'Code') recommends that directors should be subject to annual re-election by shareholders.

The most recent Board evaluation confirmed that the mix of directors on the Board ensures that the Company has sufficient skills, experience and knowledge at the Board level. The Chairman confirms that each director continues to be effective and demonstrates commitment to his or her role, and that their contribution is important to the Company's long-term sustainable success.

The Senior Independent Director and the non-executive directors confirm that this is also true of the Chairman.

The full biographical details of all directors being proposed for re-election, and a chart highlighting their experience on the Board, can be found on pages 68 to 69 of the Annual Report and Accounts and in Appendix 1 at the end of this Notice, which details why the contribution of each director is, and continues to be, important to the Company's long-term sustainable success. Each director has experience in a key sector which relates to the Company's current business model or plans for future growth (for example, travel and hospitality, digital, property or international), and the Company can confirm that their contribution continues to be relevant and important to its success.

Resolutions 15 and 16

Resolution 15 is to appoint Deloitte LLP as the Company's auditor, to serve until the conclusion of the Company's next AGM and resolution 16 is to authorise the Board, through the Audit Committee, to set the auditor's remuneration.

Resolution 17

Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to: (i) political parties, (ii) other political organisations, and (iii) independent election candidates, and from incurring political expenditure without shareholders' consent.

As the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political expenditure in the usual sense, could be caught. For example, funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform as well as making certain charitable donations may be regarded as political in nature.

It remains the policy of the Company not to make political donations or incur political expenditure within the ordinary meaning of those words and the Board has no intention of using the authority for that purpose. The authority being sought in this resolution will not change but is being sought as a precaution to ensure that the Company's normal business activities are within the Act.

Resolution 18

Paragraph (A) of resolution 18 would give the Board the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £51,715,899 (representing 67,340,703 ordinary shares of 76 122⁄ 153 pence each). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 9 May 2022, the latest practicable date before publication of this Notice.

In line with guidance issued by the Investment Association ('IA'), paragraph (B) of this resolution would give the Board authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £103,431,798 (representing 134,681,405 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 9 May 2022, the latest practicable date before publication of this Notice.

The authority sought under this resolution will expire at the earlier of 15 September 2023 and the conclusion of the AGM of the Company held in 2023.

The Board has no present intention to exercise the authority sought under this resolution, except, under paragraph (A), if necessary to satisfy the consideration payable for businesses to be acquired. However, if it does exercise the authority, the Board intends to follow IA recommendations concerning their use (including as regards the directors standing for re-election in certain cases).

As at 9 May 2022 (being the latest practicable date prior to the publication of this Notice), the Company held 12,454,718 shares as treasury shares, representing 6.17% of the Company's issued ordinary share capital (excluding any treasury shares) at that date.

NOTES ON THE SPECIAL RESOLUTIONS

Resolutions 19 and 20

Resolutions 19 and 20 will be proposed as special resolutions, each of which requires a 75% majority of the votes to be cast in favour. They would give the directors the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The power set out in resolution 19 would be, similar to previous years, limited to: (a) allotments or sales in connection with preemptive offers and offers to holders of other equity securities if required by the rights of those shares, or as the Board otherwise considers necessary, or (b) otherwise up to an aggregate nominal amount of £7,757,384 (representing 10,101,105 ordinary shares).

This aggregate nominal amount represents approximately 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 9 May 2022, the latest practicable date before publication of this Notice.

In respect of the power under resolution 19(B), the directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the Principles) regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.

Resolution 20 is intended to give the Company flexibility to make non pre-emptive issues of ordinary shares in connection with acquisitions and other capital investments as contemplated by the Pre-Emption Group's Statement of Principles. The power under resolution 20 is in addition to that proposed by resolution 19 and would be limited to allotments or sales of up to an aggregate nominal amount of £7,757,384 (representing 10,101,105 ordinary shares) in addition to the power set out in resolution 19. This aggregate nominal amount represents an additional 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 9 May 2022, the latest practicable date before publication of this Notice.

The powers under resolutions 19 and 20 will expire at the earlier of 15 September 2023 and the conclusion of the AGM of the Company held in 2023.

Resolution 21

This resolution, which will be proposed as a special resolution, will renew the authority for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares) as at 9 May 2022 (being the latest practicable date prior to the publication of this Notice).

The maximum and minimum prices to be paid are set out in the resolution. Having the power to buy back shares enables the Board to act without delay.

This power will only be used by the Board if it considers such a purchase would be in the best interests of the Company, and of shareholders generally, and could be expected to result in an increase in earnings per share. In reaching such a decision, the Board would take into account the market conditions prevailing at the time, the investment opportunities otherwise open to the Company and the Company's overall financial position.

The Board has no present intention of exercising the authority to make market purchases.

Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled.

The Company would consider holding any of its own shares that it purchases as treasury shares. This would give the Company the ability to re-issue the treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the

management of its capital base. As at 9 May 2022 (being the latest practicable date prior to the publication of this Notice), the Company held 12,454,718 shares as treasury shares, representing 6.17% of the Company's issued ordinary share capital (excluding any treasury shares) at that date.

The total number of options over ordinary shares outstanding as at 9 May 2022 (being the latest practicable date prior to the publication of this Notice) was approximately 1.45m, representing approximately 0.7% of the Company's issued ordinary share capital (excluding any treasury shares) at that date.

Resolution 22

This resolution, which will be proposed as a special resolution, will renew an authority granted at last year's AGM to allow the Company to call general meetings other than an AGM on 14 clear days' notice.

If approved, this resolution will enable the Company to retain maximum flexibility to seek shareholder approval for any future change or transaction that may require such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole and noting also the recommendations of the Code with which the Company would intend to comply.

Shareholders should note that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

Recommendation

The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The directors will be voting in favour of the proposed resolutions in respect of their own personal shares and unanimously recommend that you do so as well.

8 Whitbread Notice of Annual General Meeting 2022

DIRECTIONS

By Road from M1

Leave the motorway at junction 11 taking the A505 to Dunstable.
Travel to the Poynters Road roundabout.
Take the 3rd exit (Poynters Road) to Houghton Regis.
Travel to the next roundabout.
Take the 1st exit into Porz Avenue.
At the next roundabout take the 3rd exit into Houghton Hall Office Park.
At the next roundabout take the second exit.
Whitbread Court is directly in front of you.

By Rail to Whitbread Court

Leagrave train station is on the main line from London St Pancras.
Leagrave train station is a 10 minute taxi ride to Whitbread Court.
For more information on train times visit www.thetrainline.com or call 03457 484950

APPENDIX 1 – BOARD OF DIRECTORS

ADAM CROZIER N R

CHAIRMAN

Date of appointment to the Board: April 2017 Date of appointment as Chairman: March 2018

Experience:

Adam was Chief Executive of ITV plc from 2010 to 2017. During his time as Chief Executive, ITV was transformed into a global media player of scale, delivering consistently good growth and with increasing emphasis on international content creation and distribution.

Prior to ITV, Adam was Chief Executive of Royal Mail, where he led its modernisation and transformed it from a heavily loss-making position to profitability. He has also been CEO of The Football Association and joint CEO of Saatchi & Saatchi. Adam has served as Chairman of Vue International and ASOS.

External appointments:

› BT Group plc (Chairman)

› Great Ormond Street Hospital Discovery Appeal (Trustee) › Kantar Group (Chairman)

RICHARD GILLINGWATER N R SENIOR INDEPENDENT DIRECTOR

Date of appointment to the Board:

June 2018

Experience:

Richard is Chairman of Janus Henderson Group plc, served as a non-executive director of Helical PLC and was former Pro-Chancellor of the Open University. Richard also served as Chairman on SSE PLC from 2015 to 2021.

Richard is a highly experienced executive and has spent much of his career in corporate finance and investment banking with Kleinwort Benson, BZW and Credit Suisse First Boston, before he moved out of banking and became Chief Executive of the Shareholder Executive and then Dean of Bayes Business School.

External appointments:

› Janus Henderson plc (Chairman) › Spirax-Sarco Engineering plc (independent non-executive director and
senior independent director)
› Wellcome Trust (Chair of the Investment Committee)

ALISON BRITTAIN CHIEF EXECUTIVE

Date of appointment to the Board: September 2015 Date of appointment to the Board: March 2022 Date of appointment to the Board: March 2021 Date of appointment to the Board: January 2017 Date of appointment to the Board: March 2016

Age: 58 Age: 57 Age: 52 Age: 50 Age: 56 Age: 58

Experience:

She has held senior roles at Barclays Bank, was a Member of the Prime Minister's Advisory Group and a Non-Executive Director of Marks & Spencer Plc. Alison was named 'Business Woman of the Year 2017' in the Veuve Clicquot awards and awarded a CBE in the 2019 New Year's honours list.

External appointments:

› Prince's Trust Council (Deputy Chair)
› Experian PLC (non-executive director)
› British Airways PLC* (non-executive director) * A wholly owned subsidiary of International Airlines Group (IAG) SA

FRANK FISKERS R N A

INDEPENDENT NON-EXECUTIVE DIRECTOR

Date of appointment to the Board: February 2019

Age: 65 Age: 60 Age: 47 Age: 65

Experience:

Frank spent ten years from 2007 as President & CEO of Scandic Hotels Group and took the company public in 2015. He has experience in a number of countries in Europe and Africa.

Frank has served as Chairman of Norstedt and Akademibokhandln. He has also served as a board member of the Swedish Hospitality Employers Association, Dame Thomas Foundation for Young People, and the British Hospitality Association.

External appointments:

› Shurgard Self Storage SA (non-executive director)

HEMANT PATEL

CHIEF FINANCIAL OFFICER

Experience:

Hemant joined Whitbread in 2018 as UK Finance Director, having previously been Finance Director of Greene King Pub Co. He also worked at Asda-Walmart for 11 years, carrying out various management roles including Commercial Finance Director, Director of Own Label and Director of Strategy. He also had several finance roles over six years at Mars, Inc.

He was Chair of the Royal Armouries Museum and was awarded an MBE for services to museums and heritage in the 2020 birthday honours list. He also received the Arts and Business Individual of the Year award in 2007 for his work with Interplay Theatre.

External appointments:

› DCMS (non-executive director)

FUMBI CHIMA N A

INDEPENDENT NON-EXECUTIVE DIRECTOR

Date of appointment to the Board:

March 2021

Experience:

Fumbi is Chief Information Officer at BECU, and previously held similar roles at adidas, Fox Network Group, Burberry, Walmart Asia's business operations and American Express global corporate technologies. Fumbi has more than 25 years of leadership and technology experience in both the retail and financial sectors.

In addition to technology, Fumbi's background showcases a dedication to diversity, women's empowerment and inclusion.

External appointments:

› BECU (Chief Information Officer and Executive Vice-President)
› Africa Prudential (independent director)
› Women at Risk International Foundation (director)
› The Azek Company (board member) › Ted Baker PLC (non-executive director)

KAL ATWAL N R INDEPENDENT NON-EXECUTIVE DIRECTOR

Kal has over 13 years' executive committee experience at BGL Group Limited in various roles, including Founding Managing Director of comparethemarket.com. Kal was also Chair of SimplyCook, a tech-enabled meal kit subscription service prior to its sale to Nestlé. Kal began her career at EY in Madrid, after which she held a number of operational and strategic roles with Southern Derbyshire Chamber and Northcliffe Media Ltd. Kal is an experienced strategic leader with international experience in start-up, scale-up,

› Royal London Group (non-executive director) › WH Smith PLC (non-executive director) › SimplyCook Ltd (Board Adviser)

HORST BAIER N A INDEPENDENT NON-EXECUTIVE DIRECTOR

fintech and digital businesses.

Date of appointment to the Board:

He was Chief Financial Officer of TUI AG, the London-listed Anglo-German leisure travel group for eight years until the end of September 2018. During his time at TUI AG, Horst played an important role in TUI's transformation from a tour operator to a global

› Bayer AG (member of the supervisory board) › DIAKOVERE GmbH (member of the supervisory board)

› Ecclesia Holding GmbH (member of the

› Hotel San Francisco S.A. (Consultant)

November 2019

provider of holidays.

External appointments:

supervisory board)

› Riu Family (Consultant)

Experience:

External appointments: › Admiral Financial Services Ltd (non-executive director)

Experience:

DAVID ATKINS N R A INDEPENDENT NON-EXECUTIVE DIRECTOR

David was Chief Executive of Hammerson plc, a British property development and investment company, and one of the UK's largest listed property companies. He stepped down from

He is also the former Chairman and executive board member of the European Public Real Estate Association (EPRA) and past President and a former committee member of Revo (formerly BCSC).

› OCS Group Ltd (non-executive director)

the position in November 2020.

External appointments: › Reading Real Estate Foundation (Director and Trustee)

Experience:

CHRIS KENNEDY A N INDEPENDENT NON-EXECUTIVE DIRECTOR

Chris is Chief Financial Officer and Chief Operating Officer of ITV plc, which he joined in February 2019. Prior to this, Chris held CFO roles with Micro Focus International plc, ARM Holdings plc and easyJet plc, having previously spent 17 years in a variety of senior

Chris was voted FTSE 100 CFO in 2015.

Experience:

roles at EMI.

External appointments: › ITV plc (Chief Financial Officer) › The EMI Group Archive Trust (Trustee) › Great Ormond Street Hospital Trust (Trustee)

KAL ATWAL N R

INDEPENDENT NON-EXECUTIVE DIRECTOR

ADAM CROZIER N R

Date of appointment to the Board: April 2017 Date of appointment as Chairman: March 2018

› Great Ormond Street Hospital Discovery Appeal

RICHARD GILLINGWATER N R

(independent non-executive director and

› Wellcome Trust (Chair of the Investment Committee)

ALISON BRITTAIN CHIEF EXECUTIVE

the 2019 New Year's honours list.

› Prince's Trust Council (Deputy Chair) › Experian PLC (non-executive director) › British Airways PLC* (non-executive director) * A wholly owned subsidiary of International Airlines

Date of appointment to the Board:

countries in Europe and Africa.

External appointments:

FRANK FISKERS R N A INDEPENDENT NON-EXECUTIVE DIRECTOR

Frank spent ten years from 2007 as President & CEO of Scandic Hotels Group and took the company public in 2015. He has experience in a number of

› Shurgard Self Storage SA (non-executive director)

External appointments:

Group (IAG) SA

February 2019

Experience:

Prior to joining Whitbread, Alison was Group Director of Lloyds Banking Group's Retail Division, having previously been Executive Director for Retail Distribution and Board Director at Santander UK PLC. She has held senior roles at Barclays Bank, was a Member of the Prime Minister's Advisory Group and a Non-Executive Director of Marks & Spencer Plc. Alison was named 'Business Woman of the Year 2017' in the Veuve Clicquot awards and awarded a CBE in

Experience:

HEMANT PATEL CHIEF FINANCIAL OFFICER

FUMBI CHIMA N A INDEPENDENT NON-EXECUTIVE DIRECTOR

In addition to technology, Fumbi's background showcases a dedication to diversity, women's

› BECU (Chief Information Officer and Executive

› Africa Prudential (independent director) › Women at Risk International Foundation (director)

› The Azek Company (board member) › Ted Baker PLC (non-executive director)

empowerment and inclusion.

External appointments:

Vice-President)

Date of appointment to the Board:

March 2021

Experience:

sectors.

Experience:

years at Mars, Inc.

External appointments: › DCMS (non-executive director)

CHAIRMAN

Experience:

creation and distribution.

External appointments: › BT Group plc (Chairman)

› Kantar Group (Chairman)

SENIOR INDEPENDENT DIRECTOR

Date of appointment to the Board:

(Trustee)

June 2018

Experience:

2015 to 2021.

Business School.

External appointments: › Janus Henderson plc (Chairman) › Spirax-Sarco Engineering plc

senior independent director)

Experience:

Kal is an experienced strategic leader with international experience in start-up, scale-up, fintech and digital businesses.

External appointments:

› Admiral Financial Services Ltd
(non-executive director)
› Royal London Group (non-executive director)
› WH Smith PLC (non-executive director)
› SimplyCook Ltd (Board Adviser)

HORST BAIER N A

INDEPENDENT NON-EXECUTIVE DIRECTOR

Date of appointment to the Board:

November 2019

Age: 65 Age: 60 Age: 47 Age: 65

Experience:

External appointments:

› Bayer AG (member of the supervisory board)
› DIAKOVERE GmbH (member of the supervisory board)
› Ecclesia Holding GmbH (member of the
supervisory board)
› Hotel San Francisco S.A. (Consultant) › Riu Family (Consultant)

DAVID ATKINS N R A INDEPENDENT NON-EXECUTIVE DIRECTOR

Age: 58 Age: 57 Age: 52 Age: 50 Age: 56 Age: 58

Experience:

David was Chief Executive of Hammerson plc, a British property development and investment company, and one of the UK's largest listed property companies. He stepped down from the position in November 2020.

He is also the former Chairman and executive board member of the European Public Real Estate Association (EPRA) and past President and a former committee member of Revo (formerly BCSC).

External appointments:

› Reading Real Estate Foundation
(Director and Trustee)
› OCS Group Ltd (non-executive director)

CHRIS KENNEDY A N

INDEPENDENT NON-EXECUTIVE DIRECTOR

Experience:

Chris is Chief Financial Officer and Chief Operating Officer of ITV plc, which he joined in February 2019.

Prior to this, Chris held CFO roles with Micro Focus International plc, ARM Holdings plc and easyJet plc, having previously spent 17 years in a variety of senior roles at EMI.

Chris was voted FTSE 100 CFO in 2015.

External appointments:

› ITV plc (Chief Financial Officer)
› The EMI Group Archive Trust (Trustee)
› Great Ormond Street Hospital Trust (Trustee)

APPENDIX 2 – SHAREHOLDER GUIDE TO ACCESSING THE AGM ELECTRONICALLY

Meeting Access

Shareholders can participate in the meeting remotely, via: https:// web.lumiagm.com/124-964-186 This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone. When accessing the meeting platform, you will be asked to enter your unique IVC and Pin. If required, the Meeting ID is 124-964-186

Access to the Lumi platform will be available an hour prior to the start of the meeting.

Broadcast

Once logged in, and at the commencement of the meeting, you will be able to follow the proceedings on your device.

Voting

Once the Chair has formally opened voting, the list of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote.

Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received, there is no submit button.

To vote on all resolutions displayed select the "vote all" option at the top of the screen.

To change your vote, reselect your choice. To cancel your vote, select the "cancel" button. You will be able to do so whilst the poll remains open and before the Chair announces its closure.

Q&A

To ask a question, select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the arrow icon to the right of the text box.

Requirements

An active internet connection is always required in order to allow you to cast your vote when the poll opens, submit questions and view the Broadcast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

As well as having the latest internet browser installed, users must ensure their device is up to date with the latest software release.

Duly appointed proxies and corporate representatives

If you wish to appoint a proxy other than the Chair of the meeting and for them to attend the virtual meeting on your behalf, please submit your proxy appointment in the usual way before contacting Link Group on +44 (0) 371 277 1020* in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.

If your shares are held within a nominee account and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Group, our registrar, as soon as possible and at least 72 hours (excluding nonbusiness days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to https:// proxymity.io/ Your proxy must be lodged by 2.00pm on Monday 13 June 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

* Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate

Introduction

This report outlines the Company's directors' remuneration policy (the 'Policy'), which shareholders will be asked to approve at the annual general meeting to be held on 15 June 2022. Subject to shareholder approval, the Policy will be effective from the date of the 2022 AGM and is intended to apply for three years.

For executive directors, our approach continues to be designed so as to:.

align with the business strategy and the achievement of planned business goals;
support the creation of sustainable long-term shareholder value;
provide an appropriate balance between remuneration elements that attract, retain and motivate the highest calibre of executive talent; and encourage a high-performance culture by ensuring share–based remuneration constitutes a substantial proportion of the remuneration package and by linking maximum payout opportunity to outstanding results.

Whitbread is an international-focused hotel business and our approach is also designed to enable the Company's long-term objective of expansion and growth in both the UK and Germany.

The policy table below provides more detail on each key element of remuneration for executive and non-executive directors, including the maximum potential value of each element, a brief summary of how it works and details of any performance metrics.

Future policy table

Element	Purpose and link to strategy	Operation	Maximum potential value	Performance metrics
Base salary	• Base salaries are set to be sufficient to attract and retain the calibre of executive talent needed to support the long-term interests of the business.	• Salaries are reviewed annually taking account of: • the salary review across the Group; • trading circumstances; • personal performance, including against agreed objectives; and • market data for an appropriate comparator group of companies.	• Annual salary increases would normally be in line with the average increases for employees in other appropriate parts of the Group. • On occasion, increases may be larger where the Committee considers this to be necessary. Circumstances where this may apply include growth into a role, to reflect a change in scope of role and responsibilities, where market conditions indicate a level of under competitiveness and where the Committee judges that there is a risk in relation to attracting or retaining executive directors.	• None.

Element	Purpose and link to strategy	Operation	Maximum potential value	Performance metrics
Benefits	› Benefits are intended to be competitive in the market so as to assist the recruitment and retention of executive directors.	• Executive directors are entitled to benefits relating to a car or car allowance and healthcare or personal insurance. • In exceptional circumstances, such as the relocation of a director, or for a new hire, additional benefits may be provided in the form of a relocation allowance and benefits including tax equalisation, reimbursement of expenses for temporary accommodation, travel and legal and/or financial assistance.	• We do not anticipate that the maximum payable would exceed 10% of salary. However, the Committee may provide benefits above this level in certain situations where it deems it necessary. This may include, for example, the appointment of a director based overseas or a significant increase in the cost of the benefits.	• None.
Annual Incentive Scheme (AIS)	• To provide a direct link between annual performance and reward. • To incentivise the achievement of outstanding results across appropriate key stakeholder measures. • To align with the long-term interests of shareholders and help participants build a significant stake in the business over time, by awarding a material part of the annual incentive in deferred equity.	• Targets for measures are normally set at the beginning of the financial year. • Cash awards paid following the end of the financial year. • Deferred share awards normally vest after three years, subject to continued employment. • Malus provisions apply to unvested deferred shares and clawback provisions apply to cash awards as set out below.	• Up to 200% of base salary (up to 50% of maximum paid in cash and the remainder is paid in deferred share awards). • The maximum bonus for 2022/23 for the current executive directors will be 170% of base salary. Any increase beyond this level in future years will only be applied in exceptional circumstances and will be at the discretion of the Committee.	• Awards are payable based on a mix of financial metrics and other business objectives. Financial metrics will represent no less than 60% of the total award for each year, of which the predominant amount is intended to be profit. Other measures will be objective and, when possible, externally benchmarked leading indicators of future financial performance will be used. Normally around 25% of the maximum incentive is paid for threshold performance, with around 50% paid for on-target performance and the full incentive payment being paid for delivering stretch performance. • These vesting levels may vary from year to year. • The Committee may at its discretion adjust the outcome under the formulaic measures where it considers it is appropriate to do so to better reflect overall

Company performance.

Element	Purpose and link to strategy	Operation	Maximum potential value	Performance metrics
Restricted Share Plan (RSP)	• To enable the growth strategy in both the UK and Germany, which requires different strategies and approaches. • To promote long term value creation rather than focusing on specific targets at a time when the executive directors need to balance investment and growth. • To retain executive directors throughout an important time for the business to deliver the growth strategy.	• Awards normally vest after a period of at least three years, subject to two or more performance underpins and continued employment. • After vesting, there will be an additional holding period during which vested shares cannot be sold, such that the combined underpin measurement period and holding period is at least five years. • Subject to clawback and malus provisions as set out below. • Dividend equivalents may be provided on vested awards during a holding period.	• Annual awards to a maximum of 125% of base salary in respect of each financial year. • The grant for 2022/23 for the current executive directors will be 125% of base salary for the CEO and 110% of base salary for the CFO. Any increase beyond this level for the CFO will only be applied in exceptional circumstances and will be at the discretion of the Committee.	• Vesting will be subject to two or more performance underpins, which will be disclosed at or around the time of grant in the DRR. • If one or more of the underpins is not met, then a portion of the award up to or equal to the weighting of that measure(s) will lapse, subject to the overall discretion set out below. • It is anticipated that all performance underpins will be equally weighted, although the Committee retains the discretion to adjust the weighting of any underpins each year. • The Committee will select the underpins each year in order to align with the Company's strategy and these will normally be disclosed at or around the time of grant, in the DRR. At least one underpin will be based on an objective financial metric. • In addition, the Committee will have general discretion to determine the most appropriate vesting levels if it believes this will better reflect the underlying financial performance of the Company over the period and such other factors as it may determine.
Sharesave Scheme	• To encourage long term shareholding in the Company.	• Annual invitation to all employees, including the executive directors. • Option price calculated by reference to the market price discounted by 20% on the invitation date. • Options granted subject to participant agreeing to save over a three- and/or five year period. • In the event an employee working in Germany is made an executive director, they will be eligible to participate in the International Sharesave scheme (which is aligned with the scheme for UK based employees).	• Consistent with prevailing HMRC limits, currently savings limited to £500 per month.	• None.

Element	Purpose and link to strategy	Operation	Maximum potential value	Performance metrics
Pension	• Pension benefits are provided in order to offer a market competitive remuneration package that is sufficient to attract and retain executive talent.	• Executive directors are entitled to participate in the Company's pension scheme (or other pension arrangements relevant to their location if based overseas). • Defined contribution scheme. • Can elect for cash in lieu of pension contributions.	• The current contribution rate is 15% of base salary (as of 1 May 2022) for incumbent executive directors. This will reduce to 10% of base salary effective from 31 December 2022, which is aligned with the rate available to the majority of the wider workforce. • For any new appointment, the contribution will be up to a maximum of 10% of salary (although the actual level will be determined based on all relevant factors at the time of appointment, including having regard to the pension contribution rates available to the majority of the workforce).	• None.
Chairman and non-executive director fees	• To attract and retain a Chairman and non executive directors of the highest calibre.	• The Chairman receives an annual fee and the non executive directors receive a base fee, with additional fees for acting as the Senior Independent Director or for chairing, or being a member of, the Audit or Remuneration Committees or any other Board committee as may be constituted from time to time. • The Chairman and non-executive directors are entitled to claim all reasonable expenses, and the Company may settle any tax incurred, but do not receive any other fees or remuneration in connection with their roles at Whitbread.	• The fees are reviewed annually by the Board (excluding the non executive directors), taking into account a range of factors including the time commitment required of the directors, the responsibilities of the role and the fees paid by other similar companies. • Non-executive director fees must remain within the aggregate limit approved by shareholders from time to time. The current aggregate limit is £700,000 (excluding the Chairman's fee and additional fees, such as for committee membership).	• None.

Share-based awards under the AIS and RSP may:

a) be delivered as nil-cost options, forfeitable shares, conditional share awards or equivalent cash-settled instruments; and
b) be adjusted in the event of any variation of the Company's share capital or in any other circumstances the Committee considers it appropriate.

Executive directors—potential value of 2022/23 package

Illustration of application of remuneration policy

The graphs below show how the Policy will be applied in 2022/23, with details of expected remuneration levels for each director for below threshold performance, for on-target performance and for maximum performance.

The below sets out the assumptions used in the above scenario charts: Below threshold On target Maximum

Only the fixed pay elements are received (base salary, benefits and pension).
Salary reflects what will be paid in 2022/23. For the CEO this means the salary has been pro-rated to reflect the increase from 1 May 2022. The CFO's salary was set on appointment and will not increase from 1 May 2022.
Benefits are included at the value in the 2021/22 single figure table. As the incumbent CFO was not on the Board during 2021/22, we have taken the outgoing CFO's benefits for 2021/22 as a representative figure.
The CEO's pension is calculated based on the change in contribution rates as outlined on page 100. The CFO's pension is 10% of salary.

Fixed pay elements plus target annual bonus and RSP.

Fixed pay elements plus target annual bonus and RSP.
Incentives are based on salaries at 1 May 2022.
On target pay for the annual incentive award has been included at 50% of the maximum award (170% for each director).
On target pay for the RSP has been included at 100% of the 2022/23 maximum award (125% of salary for the CEO and 110% of salary for the CFO).
Fixed pay elements plus maximum annual incentive award and RSP, with values as set out to the left.
An additional scenario sets out the value of the RSP assuming a 50% increase in share price between grant and vesting.

Performance measures

With the exception of base salary, benefits, pension and participation in the Sharesave scheme, all other elements of the remuneration packages of the executive directors are linked to performance.

The RSP is subject to performance underpins, which, if not met, may cause an award to be reduced. The RSP was introduced to enable the growth strategy in both the UK and Germany, to support shareholder alignment through direct exposure to share price and to retain executive directors throughout an important time for the business to deliver the growth. The underpins each year are set taking into account the business plan and the Group's strategy so as to protect against a payment for failure.

The performance measures and targets for the Annual Incentive Scheme are selected annually to align with the business strategy. Targets for measures are normally set at the beginning of the financial year.

There are a number of types of measure used to determine the level of awards under the scheme. There are financial and other business measures and some strategic growth objectives. The growth objectives will be quantitative measures linked to individual responsibilities in the context of our strategic objectives and will be reviewed in advance by the Committee. Targets are set taking into account the business plan.

Malus and clawback

Malus and clawback provisions apply to the RSP for the duration of the vesting period and for two years following vesting respectively, which can result in a reduction of the award (including to zero). Malus and clawback provisions apply to the deferred annual bonus and cash portion of the bonus respectively for the duration of three years from the date of the award (or, if earlier, in the case of a deferred share award, the date of vesting).

Malus and clawback can be triggered where, in the opinion of the Committee, there are exceptional circumstances including: (i) a material misstatement of results; (ii) misconduct on the part of the participant; (iii) where the participant is deemed to have caused a material loss for the Company and/or the Group as a result of (a) reckless, negligent or wilful actions or (b) inappropriate values or behaviour; (iv) where there has been an event that has caused, or is likely to cause, material reputational damage to the Group; (v) an error in assessing the performance conditions or underpin that results in the award vesting/bonus being awarded to a greater degree than would have been the case had that error not occurred; or (vi) insolvency or corporate failure.

For awards already granted, malus and clawback provisions as in place at the time of that grant will continue to apply..

Shareholding requirements

The Chief Executive is required to build and hold a shareholding at least equal to the value of 300% of salary, and the Chief Financial Officer is expected to reach a holding equal to the value of 200% of salary. Until they reach this level, executive directors are expected to retain 100% of vested awards (after the deduction of income tax, national insurance contributions and dealing fees). In addition, a newly appointed executive director is expected to build a shareholding in the Company during the vesting of any share awards. The failure to adhere to these requirements may lead to the executive director being excluded from participation in future share plan awards.

Shares held outright (including by a connected person) count towards the shareholding requirement. In addition, any vested but unexercised options, deferred bonus shares or vested Long Term Incentive Plan (LTIP) or RSP share awards subject to a holding period count towards the shareholding requirement on a notional net of tax basis. Any awards still subject to performance conditions, including awards subject to a performance underpin under the RSP, cannot count towards a shareholding requirement.

Additionally, executive directors will continue to have shareholding requirements post-cessation. It is a term of grant of all deferred bonus and RSP awards granted since December 2019 that the award cannot be exercised if an individual is not, at that point in time, meeting their post-cessation shareholding requirement.

The post-cessation shareholding requirements have been set at:

100% of the normal shareholding requirement for the first year post-cessation of employment;
50% for the second year post-cessation of employment; and
25% for the third year post-cessation of employment.

In cases where the individual has not had sufficient time to build up shares to meet the above levels, the requirement is set at the individual's actual level of shareholding at cessation of employment. The Committee retains the flexibility to waive the post-cessation shareholding requirements in certain exceptional circumstances.

The Committee recognises that it will be unable to enforce the post-cessation shareholding requirement by restricting the sale of shares vesting under share awards where the awards had already been granted to the executive directors prior to December 2019, as no such conditions were part of these awards when granted and the Committee believes it is inappropriate to retrospectively amend these. The Committee has therefore decided to establish transitional arrangements for the executive directors as at December 2019 whereby post-cessation shareholding requirements will build as future awards vest. Any newly appointed executive directors will be subject, in full, to the post-cessation shareholding requirement.

Changes to the Policy in 2022/23

TThe principal change to the proposed policy vs that approved by shareholders at the 2019 general meeting is the reduction of executive directors' pension allowance to 10% in line with the level available to the wider workforce. Other changes are minor drafting amendments.

Service contracts and external appointments

The key terms of the executive directors' service contracts are as follows:

notice period six months by the director and 12 months by the Company;
termination payment see policy on payment for loss of office below;
sickness full salary for a maximum of 12 months in any threeyear period or for a maximum of nine consecutive months; and
non-compete for six months after leaving or being put on garden leave.

The dates of the executive directors' service contracts are as follows:

Alison Brittain	21 May 2015
Hemant Patel	26 January 2022

Executive directors' service contracts are available for inspection by any person at the Company's registered office during normal office hours and on the Company's website at www.whitbread.co.uk. The executive directors are entitled to retain fees from external directorships.

The effective dates of the letters of appointment of the Chairman and the non-executive directors are as follows:

Adam Crozier	1 March 2018
David Atkins	1 January 2017
Kal Atwal	1 March 2021
Horst Baier	1 November 2019
Fumbi Chima	1 March 2021
Frank Fiskers	1 February 2019
Richard Gillingwater	27 June 2018
Chris Kennedy	1 March 2016

The Chairman and non-executive directors were each appointed for an initial three-year term and are subject to annual re-election at the AGM.

Policy on payment for loss of office

Base salary and contractual benefits

All of the executive directors have a rolling service contract with a 12-month notice period from the Company. The Company may make a payment in lieu of notice to include up to 12 monthly payments of base salary and the cash equivalent of pension contributions. The Company may also either allow for contractual benefits to continue during this time or, at its sole discretion, pay the value of those benefits on a monthly basis. Neither notice nor payment in lieu of notice would be given if an executive director is summarily dismissed for reason of gross misconduct.

An executive director is under a contractual duty to mitigate his or her position by actively seeking an alternative remunerated position and the Company will make a corresponding reduction in any payment in lieu of notice. Where a payment in lieu of notice is not applicable, the payment of salary and contractual benefits would cease on the individual's leaving date.

The Committee reserves the right to make any other payments in connection with a director's cessation of office or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation of a director's office or employment. Any such payments may include but are not limited to paying any fees for outplacement assistance and/ or the director's legal and/or professional advice fees in connection with his or her cessation of office or employment.

Annual Incentive Scheme

If an executive director leaves the Company for a 'permitted reason' under the rules of the scheme (redundancy, death, the sale of his or her employing company or business out of the Group, injury, ill-health or disability, or if the Committee decides to apply 'good leaver' status in accordance with the discretion outlined later in the 'Remuneration Committee discretion' section of this Policy), the default position would be that unvested deferred share awards would vest on the date of leaving and a time pro-rated cash award would be made for the incentive year in which cessation of employment occurs. No new deferred share awards would be granted in respect of any Annual Incentive Scheme award made after the executive director leaves the Company, and the executive director would receive a time pro-rated cash payment in lieu of the deferred share awards. Notwithstanding the above, the Committee has the discretion to make a deferred share award for the incentive year in which cessation of employment occurs, with any such award due to vest at the same time as the awards made to continuing employees for that year and for unvested deferred bonus awards to vest as if the executive director had not left the Company.

If an executive director leaves the Company for any other reason, 25% of an outstanding deferred share award would vest if the leaving date was between one and two years from the date of grant and 50% of an outstanding deferred share award would vest if the leaving date was between two and three years from the date of grant. Any other unvested deferred share awards would lapse on the date of leaving. The executive director would receive no cash incentive payment for the financial year in which they leave, and no deferred share awards would be awarded.

In the event that an executive director was to leave the Company by reason of gross misconduct, or in circumstances in which the reputation of the Company is materially damaged, the malus provisions may be applied, in which case, no deferred shares would vest.

In the event of a change of control of the Company, deferred bonus awards will normally vest at that point unless the Committee determines otherwise, e.g. a replacement award is granted by the acquiring company. For in year schemes, no new deferred share awards would be granted, and the executive director would normally receive a pro-rated cash payment in lieu of the deferred share awards, assuming that the performance metrics had been fully satisfied.

Restricted Share Plan

If an executive director leaves the Company for a 'permitted reason' under the rules of the plan (redundancy, death, the sale of his or her employing company or business out of the Group, injury, ill-health or disability, or if the Committee decides to apply 'good leaver' status in accordance with the discretion outlined in the 'Remuneration Committee discretion' section of this Policy), the default position would be that any unvested RSP awards would be pro-rated for time served (over the relevant underpin vesting period) unless the Committee determines otherwise. The extent to which unvested RSP awards vest would be determined by the Committee taking into account the performance underpins, the underlying financial performance of the Company and any other factors the Committee considers appropriate, and the awards would normally vest at the original vesting date, unless the Committee determines otherwise. If the participant died, awards will normally be allowed to vest (subject to the factors set out above) on the date of death.

If an executive director leaves the Company for any other reason, any unvested RSP awards would lapse at the date of leaving.

Vested, but unexercised, RSP awards (including those subject to a holding period) would normally be exercisable up to the later of six months from the date of leaving or six months from the end of the holding period. However, if the executive director is summarily dismissed for gross misconduct, the award would lapse.

In the event that an executive director was summarily dismissed for gross misconduct or was to leave the Company in circumstances in which the reputation of the Company is materially damaged, the Committee would consider the application of the clawback and/or malus provisions to which the awards were subject. In the event of a change of control of the Company, unvested RSP awards will typically vest to the extent determined by the Committee, taking into account (i) the Committee's assessment of the relevant performance underpins; (ii) the underlying financial performance of the Company; and (iii) such other factors as it considers relevant. RSP awards will (unless the Committee determines otherwise) be reduced on a timeapportioned basis, normally by reference to the proportion of the underpin measurement period (or if the Committee determines, the vesting period) that has elapsed. In determining whether an award should not be time pro-rated, the Committee will take into account: (i) the performance of the Company during the vesting period; (ii) the Company's share price performance during the vesting period; (iii) the amount of consideration from any buyer; and (iv) such other factors as it considers relevant.

Approach to remuneration on recruitment

Our approach to recruitment is that remuneration should be set in line with the policy table set out above. Whilst we would not seek to vary this approach, there may be circumstances in which it is necessary to do so.

On the appointment of a new executive director, base salary levels will be set taking into account a range of factors including experience and expertise, internal salaries, market levels and cost. If an individual is appointed on a base salary below the market positioning contingent on individual performance, the Committee may realign base salary over the one to three years following appointment, which may result in a higher than normal rate of annualised increase, with any such increase aligned to internal policies. If the Committee intends to do so, it will be noted in the first directors' remuneration report following an individual's appointment.

Other elements of annual remuneration will be set in line with the Policy set out in the policy table. As such, variable remuneration will be capped at 200% of salary under the Annual Incentive Scheme. If a new executive director is recruited, they can be granted an award under the RSP, the maximum opportunity of which will be 125% of salary. The following exceptions will apply:

as deemed necessary and appropriate to secure an appointment, the Committee is able to make additional payments linked to relocation; and
the Committee may also make an additional award of cash or shares in connection with the appointment of a new director in order to compensate for the forfeiture, or the loss of value in respect of all or part, of an award from a previous employer. Such awards would take account of the value, the performance conditionality of the awards which they replace, the proportion of the performance period remaining and the type of award. The Committee would take into account the strategy at Whitbread and may also require the appointee to purchase shares in Whitbread to a pre-agreed level prior to vesting.

Where an individual is recruited internally to the position of executive director, Whitbread will seek to honour any pre-existing contractual commitments, taking into account the remuneration of the existing executive directors.

Service contracts will be entered into on terms similar to those for the existing executive directors, summarised in the service contracts and external appointments section. However, if necessary, the Committee would authorise the payment of a relocation allowance and repatriation, as well as other associated international mobility terms or agree terms appropriate to the local market for an executive director based overseas.

With respect to the appointment of a new Chairman or nonexecutive director, the approach will be consistent with that currently adopted. Variable pay will not be considered and as such no maximum applies. With respect to non-executive directors, fees will be consistent with the Policy at the time of appointment. If necessary, to secure the appointment of a new Chairman not based in the UK, payments relating to relocation and/or housing could be considered.

A timely announcement with respect to any director appointment will be made to the regulatory news services and posted on Whitbread's website..

Comparison of executive remuneration policy with wider employee population

When reviewing the executive directors' remuneration policy, the Remuneration Committee takes into consideration the pay and employment conditions of all employees across the Group. For example, the principle change to the proposed policy versus that approved by shareholders at the 2019 General Meeting is the reduction of executive directors' pension allowance to 10% to align with the level available to the wider workforce. Further, Alison Brittain's salary increase for the upcoming year was set in line with the general increases in pay for salaried employees across the organisation.

This section of the Policy describes each element of the executive remuneration package and explains the extent to which those elements are made available to the wider employee population.

Base salary

The base salaries of all employees, including the executive directors, are subject to annual review. Under normal circumstances, the annual increase in salary for an executive director will be in the same range as the increase for employees across the Group.

Benefits

Approximately 450 employees across the Group are entitled to a company car or cash in lieu of a company car. The scheme is structured so that the level of the allowance is on a sliding scale, with employees on higher grades receiving a larger allowance. The executive directors are no longer entitled to a company car under this scheme but are entitled to receive cash in lieu of a car.

Approximately 1,900 employees are entitled to participate in the Group's private healthcare scheme, with 630 of these, including the executive directors, entitled to family cover. In addition, a small number of senior executives, including the executive directors, are entitled to annual health screening.

All employees receive discounts on Company products, but the executive directors have waived their right to this benefit.

Whitbread's Sharesave scheme is a standard HMRC approved SAYE scheme. It is offered to all UK employees, including the executive directors, on equal terms. The Company has shareholder approval to extend its share schemes overseas and the Committee has now established a Sharesave scheme for employees in Germany.

Annual Incentive Scheme

Approximately 3,900 employees are eligible to take part in an annual incentive scheme linked to the achievement of financial and other business targets. The maximum opportunity is dependent on role. Approximately 45 employees, including the executive directors, are entitled to participate in the Annual Incentive Scheme, with maximum payouts split between cash and deferred share awards, ranging from 60% to 170% of base salary.

Approximately 90 employees, including the executive directors, are given individual strategic objectives in addition to the financial and other business targets mentioned above.

Restricted Share Plan

Approximately 45 employees, including the executive directors, participate in the RSP. This plan is not available to the wider employee population, although the Sharesave scheme provides employees with a form of long-term incentive.

Pension

Like all employees, the executive directors are entitled to participate in the Company's pension scheme. The scheme is a defined contribution scheme. Employees below the executive level are able to choose a contribution rate of between 5% and 10% and have this matched by the Company.

From 31 December 2022, the incumbent executive directors will receive Company contributions of 10% of base salary, which aligns with the contribution rate offered to the majority of the wider workforce. The upper limit for new joiners continues to be 10% of base salary as agreed in the previous policy. Contributions can be allocated to the individual's pension or taken as cash. Employees who do not choose to participate may be automatically enrolled, with contributions in line with the automatic enrolment regulations.

Consideration of shareholder views and summary of decision making process

TThe Committee has consulted with Whitbread's major investors, along with Glass Lewis, ISS and the Investment Association. These consultations have been very helpful to us as we have updated our policy for the future, and I would like to thank all those who responded to the consultations for their time and input. Following feedback that financial metrics should have an increased weighting within the Annual Incentive Scheme, we have increased the weighting to a minimum of 60% of the total award and stated that the predominant amount is intended to be profit. This is the only change we have made to the proposed policy following the consultation process, as feedback has been positive and supportive of the Committee's approach.

Legacy matters

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above where the terms of the payment were agreed: (i) before the Company's first shareholder-approved directors' remuneration policy came into effect; (ii) before this Policy came into effect if the terms were in line with the Company's shareholder-approved directors' remuneration policy in force at the time those terms were agreed; or (iii) at a time when the relevant individual was not a director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a director of the Company. For these purposes, 'payments' includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are 'agreed' at the time the award is granted.

Remuneration Committee discretion

The Committee retains the discretion to apply 'good leaver' terms to leavers in respect of both the Annual Incentive Scheme and the RSP. In exercising its discretion, the Committee must consider the individual circumstances in the particular case and must not exercise its discretion in a way which would be discriminatory on grounds of sex, race, age or any other protected characteristic within the meaning of section 4 of the Equality Act 2010.

The Committee must also, so far as it is able to do so, exercise its discretion in a way which is consistent as between individuals who are in the same position.

Under the rules of the Annual Incentive Scheme, if 'good leaver' terms apply, any deferred share awards normally vest in full on the date of leaving and may be exercised within six months. Under the rules of the RSP, the award would normally vest subject to the satisfaction of performance underpins measured at the end of the period originally set (unless the Committee determines otherwise). The number of shares vesting would normally be on a pro-rata basis, taking account of the proportion of the relevant period that the individual had been employed within the Group (unless the Committee determines otherwise). The extent to which RSP awards vest would also be subject to the Committee's discretion (mentioned above) to determine the level of vesting based on the underlying financial performance of the Company and such other factors it considers appropriate.

Vested but unexercised awards (including those subject to a holding period (under the RSP) are exercisable for six months from the later of the end of any relevant holding period and the date of termination.

The Committee sets the performance targets for the Annual Incentive Scheme and the underpins for the RSP. The Committee may change a performance target or underpin from time to time to take account of legal changes or to obtain or retain favourable tax, regulatory or exchange control treatment or in the event that it considers it fair and reasonable to do so. Any change to an existing underpin under the RSP must not have the effect, in the opinion of the Committee, of making the underpin materially easier or materially more difficult to achieve than it was when the award was initially granted.

The Committee has the discretion to override formulaic outcomes under the Annual Incentive Scheme and RSP, where it considers it would be appropriate to do so to better reflect overall Company performance.

AI assistant

Whitbread PLC — AGM Information 2022

4608_agm-r_2022-05-12_7704f8b7-d356-41da-b6e7-6de7e7823f1f.pdf

NOTICE OF ANNUAL GENERAL MEETING 2022

WHITBREAD PLC (INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 4120344)

Contents

ATTENDING THE ANNUAL GENERAL MEETING

Where will the AGM be held?

Can I attend the AGM?

How can I vote at the AGM?

How can I ask questions at the AGM?

INTRODUCTION

ORDINARY RESOLUTIONS

Annual Report and Accounts

Remuneration

Final dividend

Directors

Auditors

Political Donations

Directors' authority to allot shares

SPECIAL RESOLUTIONS

General authority to disapply pre-emption rights

Additional authority to disapply pre-emption rights

Company's authority to purchase ordinary shares

General meetings

Whitbread PLC

IMPORTANT INFORMATION CONCERNING THE MEETING

NOTES ON THE ORDINARY RESOLUTIONS

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolutions 6 to 14

Resolutions 15 and 16

Resolution 17

Resolution 18

NOTES ON THE SPECIAL RESOLUTIONS

Resolutions 19 and 20

Resolution 21

Resolution 22

Recommendation

DIRECTIONS

By Road from M1

By Rail to Whitbread Court

APPENDIX 1 – BOARD OF DIRECTORS

ADAM CROZIER N R

External appointments:

RICHARD GILLINGWATER N R SENIOR INDEPENDENT DIRECTOR

Date of appointment to the Board:

June 2018

Experience:

External appointments:

ALISON BRITTAIN CHIEF EXECUTIVE

Age: 58 Age: 57 Age: 52 Age: 50 Age: 56 Age: 58

Experience:

External appointments:

FRANK FISKERS R N A

Experience:

External appointments:

HEMANT PATEL

Experience:

External appointments:

FUMBI CHIMA N A

Experience:

External appointments:

KAL ATWAL N R

Experience:

External appointments:

HORST BAIER N A

INDEPENDENT NON-EXECUTIVE DIRECTOR

Date of appointment to the Board:

Age: 65 Age: 60 Age: 47 Age: 65

Experience:

External appointments:

DAVID ATKINS N R A INDEPENDENT NON-EXECUTIVE DIRECTOR

Age: 58 Age: 57 Age: 52 Age: 50 Age: 56 Age: 58

Experience:

External appointments:

CHRIS KENNEDY A N

Whitbread PLC AGM Information 2022