Whitbread PLC — AGM Information 2025

Jun 20, 2025

---

author: "Charlotte Scivier"
date: 2024-06-17 12:15:00+00:00
processor: python-docx+mammoth
status: success

---

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTION

OF

WHITBREAD PLC

COMPANY NUMBER: 04120344

Passed on 19 June 2025

At the Annual General Meeting held on 19 June 2025 the following resolutions were passed:

Ordinary Resolution

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:

1. up to a nominal amount of £45,147,905 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and
2. comprising equity securities (as defined in the Act) up to a nominal amount of £90,295,811 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer):
3. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
4. 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 19 September 2026) 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

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 pre-emptive offer including a rights issue or open offer) only):

1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 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; and

(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 £6,772,185,

such power to apply until the end of next year’s AGM (or, if earlier, until the close of business on 19 September 2026) 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