Whitbread PLC — Proxy Solicitation & Information Statement 2012

May 17, 2012

EAT SLEEP & DRINK

WHITBREAD

NOTICE OF ANNUAL GENERAL MEETING 2012

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.

A personalised Form of Proxy for use by shareholders in connection with the meeting has been despatched with this Notice. So that effective use may be made of the Form of Proxy, your attention is drawn to the notes to the Notice contained in this document and to the instructions on the Form of Proxy.

If you have sold or otherwise transferred all of your shares in 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.

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Contents

Introduction... 2
Ordinary Resolutions... 2
Special Resolutions... 3
Important information concerning the meeting... 4
Notes on the Resolutions... 6

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Whitbread PLC

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 Tuesday 19 June 2012.

Notice is hereby given that the Annual General Meeting of the Company will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Tuesday 19 June 2012 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 21 being put as special resolutions.

If you wish to attend the Annual General Meeting in person, please bring with you the Attendance Card accompanying this Notice. This will authenticate your right to attend, speak and vote at the Annual General Meeting and assist us in registering your attendance without delay.

Voting on each of the following resolutions will be taken on a poll, conducted electronically, rather than on a show of hands. The Company believes a poll is more representative of the shareholders' voting intentions than a show of hands because shareholder votes are counted according to the number of shares held and all votes tendered are taken into account.

Ordinary Resolutions

1. To receive and consider the Annual Report and Accounts (together with the reports of the directors and auditors) for the year ended 1 March 2012.
2. To approve the Remuneration Report as contained in pages 35 to 44 of the Annual Report and Accounts.
3. To declare a final dividend of 33.75p per ordinary share in the Company in respect of the year ended 1 March 2012 due and payable on 13 July 2012 to ordinary shareholders on the Company's register of shareholders at 5.00p.m. on 18 May 2012 but excluding such of the ordinary shares in the Company so held in respect of which a valid election to participate in the Company's scrip dividend scheme ('Scrip') and thereby receive the final dividend in new ordinary shares in the Company instead of cash shall have been received by the Company by 5.00p.m. on 15 June 2012 (such exclusion, however, being subject to the fulfilment of the conditions set out in paragraph 3 of the terms and conditions of the Scrip).
4. To elect Susan Hooper as a director.
5. To elect Susan Taylor Martin as a director.
6. To re-elect Richard Baker as a director.
7. To re-elect Wendy Becker as a director.
8. To re-elect Ian Cheshire as a director.
9. To re-elect Patrick Dempsey as a director.
10. To re-elect Anthony Habgood as a director.
11. To re-elect Andy Harrison as a director.
12. To re-elect Simon Melliss as a director.
13. To re-elect Christopher Rogers as a director.
14. To re-elect Stephen Williams as a director.
15. To re-appoint Ernst & Young LLP as the auditor to hold office until the conclusion of the Company's next Annual General Meeting.
16. To authorise the Board to set the auditor's remuneration.
17. That the Board be generally and unconditionally authorised 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 £45,551,999 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and
    (B) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £91,103,999 (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 authorities to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 18 September 2013) 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.
18. That the changes to the structure of the performance conditions to apply to future awards granted under the 2004 Long-Term Incentive Plan, described in the notes on the resolutions contained in this Notice of Meeting, be and are hereby approved.

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Special resolutions

19 That if resolution 17 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) 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 Companies Act 2006 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 for cash 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 17, 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,

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 17 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £7,347,559,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 18 September 2013) but 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.

20 That, pursuant to section 701 of the Companies Act 2006, the Company be generally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of up to 17,794,355 ordinary shares in the capital of the Company on the basis that:

(A) the minimum price which may be paid for each ordinary share is the nominal amount of that share;

(B) the maximum price which may be paid for each ordinary share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share, as derived from the Daily Official List, for the five business days immediately preceding the day on which the ordinary share is agreed to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Official List at the time the purchase is agreed; and

(C) this authority will expire on the conclusion of the Annual General Meeting of the Company to be held in 2013 or, if earlier, 18 September 2013 (provided that in relation to the purchase of ordinary shares the contract for which is concluded before such date and which is to be executed wholly or partly after such date the Company may purchase ordinary shares pursuant to any such contract under this authority).

21 That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

Simon Barratt
General Counsel and Company Secretary

8 May 2012

Registered Office
Whitbread PLC
Whitbread Court
Houghton Hall Business Park
Porz Avenue
Dunstable
Bedfordshire
LU5 5XE

Registered in England and Wales
No. 4120344

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Important information concerning the meeting

1. 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 Annual General Meeting 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.

2. The return of a completed proxy form, or any electronic or CREST proxy instruction (as described in paragraph 4 below), will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

3. 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,

Capita Registrars
The Registry
34 Beckenham Road
Beckenham
BR3 4TU

not later than 2.00pm on Friday 15 June 2012 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.whiteread-shares.com must be received not later than 2.00pm on Friday 15 June 2012 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).

1. 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 Friday 15 June 2012 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.

2. 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 6.00pm on Friday 15 June 2012. If the meeting is adjourned, entitlement to attend and vote will be determined by reference to the register of shareholders of the Company 48 hours before the time of 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.

3. 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.

4. The right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Companies Act 2006. Persons nominated to receive information rights under section 146 of the Companies Act 2006 who have been sent a copy of this Notice of Meeting 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.

5. Under section 527 of the Companies Act 2006 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 Annual General Meeting; or (ii) any circumstance 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 Companies Act 2006. 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 Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, 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 Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

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9 Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (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 or the good order of the meeting that the question be answered.

10 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 of this Notice until the close of the Annual General Meeting, and at the place of the meeting for 15 minutes before and during the meeting:

• the audited accounts of the Company for the financial years ended 3 March 2011 and 1 March 2012;
• the directors' service contracts and terms of appointment; and
• the revised Long-Term Incentive Plan rules.

11 A copy of this Notice, and other information required by section 311A of the Companies Act 2006, 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 8 May 2012, the Company had 192,052,362 ordinary shares in issue, of which 14,108,806 ordinary shares were held in treasury. Therefore, the total number of voting rights in the Company was 177,943,556. The ordinary shares have a nominal value of $76^{122} / _{153}$ p each.

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Notes on the 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 21 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 2011/12. The Annual Report and Accounts are available on the Company's website (www.whitbread.co.uk) or on request from Capita Registrars, PO Box 504, Beckenham, BR3 9GH.

Resolution 2
Companies quoted on the London Stock Exchange are required to put an ordinary resolution to shareholders at the Annual General Meeting seeking approval of the Remuneration Report. The Remuneration Report is set out in full on pages 35 to 44 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 3
Resolution 3 is to declare a final dividend of 33.75p per share in respect of the year ended 1 March 2012. Subject to the passing of Resolution 3 approving the dividend at the Annual General Meeting, shareholders will again be offered the opportunity to receive shares instead of the cash dividend to which they would otherwise have been entitled by participating in the Scrip. The terms and conditions of the Scrip and further information about how to participate in the Scrip by completing a mandate form can be obtained electronically through the shareholder portal at www.whitbread-shares.com or by contacting the Company's registrars, Capita Registrars, on 0844 855 2327. Shareholders who hold their shares in CREST and wish to elect to participate must do so by means of CREST procedures. All elections to participate in the Scrip (whether by completing a hard copy mandate form or electronically) must be received by the Company's registrars by 5.00pm on 15 June 2012.

Resolutions 4 and 5
The Company's Articles of Association require any director appointed by the Board since the date of the last Annual General Meeting to hold office only until the next Annual General Meeting following the director's appointment. The director is then eligible for election by shareholders.

Resolution 4 is to elect Susan Hooper as a director of the Company following her appointment on 1 September 2011. In the Board's view, there are no circumstances which might call into question Susan's independence. As such, she has been appointed as an independent non-executive director. Susan's profile can be found by folding out page 23 of the Annual Report and Accounts. Susan is an experienced international leisure sector executive and holds the position of Chief Executive at Acromas Travel where she has been responsible for the Saga, AA and Titan Hi Tours holiday and travel businesses since 2009. Her other leisure and consumer experience include Senior VP, EMEA at Royal Caribbean Cruises International where she also represented them on the Board of First Choice Holidays PLC and senior roles at Avis Europe. Prior to that she was at Pepsico International for 9 years, living and working in several central European countries. Susan previously served as a non executive director of Transcom, Royal & Sun Alliance and Courtaulds Textiles.

Resolution 5 is to elect Susan Taylor Martin as a director of the Company following her appointment on 1 January 2012. Susan's profile can be found by folding out page 23 of the Annual Report and Accounts. Susan Taylor Martin has held executive roles in rapidly changing markets. She was appointed President, Media at Thomson Reuters in July 2011 and has held a number of other roles at Thomson Reuters during a period of extensive technological innovation and corporate change. These roles included, President, Global Investment Focus Accounts and Managing Director, UK and Ireland within Thomson Reuters Markets. Prior to that she was Global Head, Corporate Strategy for Reuters, which she joined in 1993.

Resolutions 6 to 14
The 2010 UK Corporate Governance Code recommends that directors should be subject to annual re-election by shareholders. The biographical details of all directors being re-elected can be found by folding out page 23 of the Annual Report and Accounts.

The Chairman carried out individual performance evaluations for all members of the Board and, as a result, confirms that their performance continues to be effective and continues to demonstrate commitment to their roles.

Resolutions 15 and 16
Resolution 15 is to re-appoint Ernst & Young LLP as the Company's auditor, to serve until the conclusion of the Company's next Annual General Meeting, and resolution 16 is to authorise the Board to set their remuneration.

Resolution 17
Paragraph (A) of resolution 17 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 £45,551,999 (representing 59,314,517 ordinary shares of 76½/153p each). This amount represents approximately one third of the issued ordinary share capital (excluding treasury shares) of the Company as at 8 May 2012, the latest practicable date before publication of this Notice.

In line with guidance issued by the Association of British Insurers, 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 £91,103,999 (representing 118,629,037 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 8 May 2012, the latest practicable date before publication of this Notice.

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The authorities sought under paragraphs (A) and (B) of this resolution will expire at the earlier of 18 September 2013 or the conclusion of the Annual General Meeting of the Company held in 2013.

The Board has no present intention to exercise either of the authorities sought under this resolution, except, under paragraph (A), to (i) satisfy options under the Company's share option schemes (ii) to undertake the Company's Scrip dividend and (iii) if necessary to satisfy the consideration payable for businesses to be acquired. However, if they do exercise the authorities, the Board intends to follow ABI recommendations concerning their use (including as regards the directors standing for re-election in certain cases).

The Company held 14,108,806 ordinary shares as treasury shares, representing 7.93% of the Company's issued ordinary share capital (excluding any treasury shares) as at the date of this Notice.

Resolution 18

Proposed changes to LTIP performance conditions

On the introduction of the LTIP in 2004, the Company confirmed that it would seek shareholder approval for material changes to the performance conditions governing the vesting of awards. This resolution describes changes proposed to apply to awards made from 2012.

Whitbread's current strategy over the next five years is to invest in growing its leading brands, Premier Inn and Costa. This will involve a substantial capital commitment which, if delivered successfully, will create significant value for shareholders. In order to align the LTIP more closely with these long-term strategic aims, changes to the structure of the performance conditions relating to future awards under the LTIP are proposed.

Under the current LTIP performance conditions, the vesting of awards is based 50% on Earnings Per Share ("EPS") growth targets and 50% on relative Total Shareholder Return ("TSR") growth versus a group of companies selected from the FTSE 51-150.

It is proposed that for future awards:

• an EPS growth target would be retained but the independently operating TSR measure would be replaced by a Return on Capital Employed ("ROCE") measure;
• up to 75% of award would be dependent on EPS growth over a three-year performance period subject to satisfactory ROCE performance;
• the amount of the award vesting based on the EPS growth target would be increased by up to one third based on ROCE performance; and
• no element of the LTIP would vest if a minimum threshold level of ROCE was not achieved.

The Remuneration Committee believes that the combination of the two measures (EPS and ROCE) will ensure that benefits are delivered under the LTIP only if Whitbread delivers on its ambitious growth plans and creates significant long-term shareholder value.

As an additional safeguard it is also proposed that the Remuneration Committee retain discretion to reduce the vesting of awards if it believes that performance has not been sufficiently value enhancing over the performance period. The Committee believes that this additional safeguard, together with the fact that LTIP awards are wholly in the form of shares, means that the interests of the participants will remain closely aligned to shareholder interests over the long-term.

No changes to individual award limits are proposed. These are currently set at a maximum of 125% of basic salary per annum for executive directors.

Further details of the performance conditions applied each year will be contained in the Annual Report and accounts.

Other amendments to the LTIP

The Company is also taking the opportunity to make some minor updates to the LTIP rules. These updates are shown in the revised rules which are available for inspection as referred to in the important information concerning the meeting.

In particular, under the current rules, in the event of a change in control of the Company, unvested awards are performance tested at the time of the transaction but there is no pro rating for time elapsed from the date of grant. The Remuneration Committee has approved an amendment, in line with best practice, so that, in the case of awards granted after 19 June 2012, unvested awards will also be reduced to reflect the time elapsed from the date of grant to the date of the change in control.

Resolution 19

Resolution 19 will be proposed as a special resolution, which requires a 75% majority of the votes to be cast in favour. It would give the Board the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

This authority would, as in previous years, be limited to allotments or sales in connection with pre-emptive 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 otherwise up to an aggregate nominal amount of £7,374,559 (representing 9,602,617 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 8 May 2012, the latest practicable date before publication of this Notice. In respect of this aggregate nominal amount, the Board confirms its intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

The authority will expire at the earlier of 18 September 2013 or the conclusion of the Annual General Meeting of the Company held in 2013.

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Notes on the Resolutions

Resolution 20

Shareholders are being asked to renew the approval for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares). The price paid would be based on the market price as 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. However, buying back shares may be one of the ways that is suitable for managing the Company's balance sheet and purchases under this authority will be made when the Board considers it to be appropriate.

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 the date of this Notice, the Company held 14,108,806 shares as treasury shares, representing 7.93% of the Company's issued ordinary share capital (excluding any treasury shares).

The total number of options over ordinary shares outstanding as at 8 May 2012 was approximately 1.07 million representing approximately 0.60% of the issued ordinary share capital (excluding any treasury shares) of the Company and approximately 0.60% of the issued share capital (excluding any treasury shares but including the B shares and C shares) of the Company as at that date. If the authority to buy back shares given at the 2011 Annual General Meeting and under this resolution were exercised in full, the total number of options over ordinary shares outstanding as at 8 May 2012 would, assuming no further ordinary shares are issued, represent 0.76% of the issued ordinary share capital (excluding any treasury shares) and approximately 0.76% of the issued share capital (excluding any treasury shares but including the B shares and C shares) of the Company as at that date.

Resolution 21

This resolution seeks to renew an authority granted at last year's Annual General Meeting to allow the Company to call general meetings other than an Annual General Meeting on 14 clear days' notice. Changes made to the Companies Act 2006 by The Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations") increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (Annual General Meetings will continue to be held on at least 21 clear days' notice).

Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings other than an Annual General Meeting on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, Resolution 21 seeks this approval. 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 Annual General Meeting, 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.

Shareholders should note that the changes to the Companies Act 2006 mean 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.

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