Whitbread PLC — Proxy Solicitation & Information Statement 2018

Sep 21, 2018

Form of Proxy

for the General Meeting to consider the proposed sale of Costa Limited

Whitbread PLC (incorporated and registered in England and Wales under number 4120344)

Contents

• 2 Attendance card for ordinary shareholders
• 3 Form of Proxy
• 4 Notes relating to the Form of Proxy

General Meeting of Whitbread PLC

Attendance card for ordinary shareholders

A Whitbread PLC General Meeting will be held at Goldman Sachs International, River Court/Brook House,120 Fleet Street, London, EC4A 2BE (see map below) at 2.00pm on Wednesday 10 October 2018.

You may submit your proxy electronically using the Share Portal service at www.whitbread–shares.com. If you have not already registered for the Share Portal, you will need your Investor Code below.

Only registered shareholders, their proxies or corporate representatives may attend the meeting. However, if you are registered as disabled you may bring a guest. If you have appointed a proxy (other than the Chairman of the meeting) to attend on your behalf, please tick the box and give this card to your proxy to bring to the meeting (you must still submit your Form of Proxy to be received no later than 2.00pm on Monday 8 October 2018).

A proxy need not be a shareholder of the Company. Completion of the Form of Proxy does not prevent a shareholder from attending and voting at the meeting.

If you wish to attend the meeting, please bring this card with you and hand it in on arrival.

Signature of person attending

Barcode

Investor Code

River Court / Brook House

Goldman Sachs International River Court / Brook House 120 Fleet Street London EC4A 2BE

Tel: +44 (0)20 7774 1000

Accessibility to River Court:

• The main entrance to the building is located off Fleet Street.
• The main entrance has a level approach directly into the main reception area. Assistance and intercom system are available 24/7.
• An induction loop is fitted at the reception desk.
• Underground: Blackfriars (Circle and District lines) and Chancery Lane (Central line).
• The nearest underground station with step-free access from platform to street level is 1.4 km at Southwark (Jubilee line). Rail: City Thameslink (First Capital Connect). The main entrance is on Ludgate Hill. There is level access throughout the main entrance, and both lifts and escalators lead down to platform level.

Bus: Various bus routes operating in the vicinity of River Court with the nearest stops on Fleet Street and Farringdon Street. Bus numbers include: 4, 11, 23, 26, 76, 172.

Road: River Court is located on the busy thoroughfare of Fleet Street. Setting down and collection is also possible to the side of the building on St Bride Street.

The nearest public car parking including pay and display street parking is on West Smithfield and Queen Victoria Street. P

Taxi pick up / drop off point is located on St Bride's Street.

Form of Proxy General Meeting of Whitbread PLC convened for 10 October 2018

	Barcode
	Investor Code
	Event Code	N31WG80130
	Number of shares proxy appointed over
			(Please leave this box blank if for your entire voting entitlement.)
I/We hereby appoint the Chairman of the meeting OR the following person
Name of proxy				(Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).)
as my/our proxy* to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/ our behalf at the General Meeting of the Company to be held at 2.00pm on Wednesday 10 October 2018 and at any adjournment thereof. I have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolution. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to the resolution and any other business of the meeting including amendments to the resolution.
* If you wish to appoint multiple proxies please see note 2 overleaf and tick here.
Ordinary resolution 1 To approve the proposed sale by the Company of Costa Limited, as more particularly		For	Against	Abstain
described in the Notice of General Meeting

Signature	Date

Notes relating to the Form of Proxy General Meeting of Whitbread PLC

A Whitbread PLC General Meeting will be held at Goldman Sachs International, River Court/Brook House,120 Fleet Street, London, EC4A 2BE at 2.00pm on Wednesday 10 October 2018.

• 1 Every holder of ordinary shares has the right to appoint some other person(s), who need not be a shareholder, as his/ her proxy to exercise all or any of his/her rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which authority is given to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 2 To appoint more than one proxy, you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which authority is given to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed or sealed in accordance with note 5 below and should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
• 3 The 'Abstain' option is provided to enable a shareholder to abstain on the resolution. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.
• 4 This Form of Proxy is for registered shareholders and must reach the Company's registrars not later than 2.00pm on Monday 8 October 2018 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).
• 5 You, or your attorney duly authorised in writing, must sign and date the Form of Proxy where indicated. In the case of a corporation, the form must either be executed with the company seal or signed by an authorised officer whose capacity should be stated.
• 6 In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of shareholders in respect of the joint holding.
• 7 The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
• 8 The completed Form of Proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, should be returned to Link Asset Services, PXS 34 Beckenham Road, Beckenham, Kent BR3 4TU.
• 9 If you would like to submit your proxy via the internet, you can do so by accessing the Share Portal at www.whitbread–shares.com and selecting the proxy voting link. If you have not previously registered to use the Share Portal you will first be asked to register as a new user for which you will require your Investor Code (printed overleaf), family name and postcode to log in. You can access this site from any internet-enabled computer.
• 10 To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 2.00pm on Monday 8 October 2018 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for holding 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 and those CREST members who have appointed a service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures please refer to the CREST manual. 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.