Whitbread PLC — Share Issue/Capital Change 2015

Jun 16, 2015

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTION

OF

WHITBREAD PLC

Passed on 16 June 2015

At the Annual General Meeting held on 16 June 2015 the following resolution was passed:

Special Resolution

18. 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 18,173,916 ordinary shares in the capital of the Company on the basis 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 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 2016 or, if earlier, 15 September 2016 (provided that in relation to the purchase of ordinary shares the contract for which is concluded before such date and which would or might be executed wholly or partly on or after such date the Company may purchase ordinary shares pursuant to any such contract under this authority).