Whitbread PLC — AGM Information 2022

Jun 15, 2022

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTION OF WHITBREAD PLC COMPANY NUMBER: 04120344

Passed on 15 June 2022

At the Annual General Meeting held on 15 June 2022 the following resolutions were passed:

Ordinary Resolution

1. 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:

2. 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

3. 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:
4. i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
5. to holders of other equity securities as required by the rights of those ii. 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 Resolution

1. 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:

2. C. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,757,384; and

3. D. 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.

Certified to be a true copy

A Crozier Chairman