16 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Whitbread PLC

Conversion of B Shares and C Shares

Further to its announcement on 22 November 2024, Whitbread PLC (the 'Company') announces that it has today implemented and completed the conversion, in accordance with its articles of association (the 'Articles'), of its B non-cumulative preference shares of 1 pence each ('B Shares') and C non-cumulative preference shares of 1 pence each ('C Shares') into ordinary shares of 76 ¹²²/₁₅₃ pence each ('Ordinary Shares') (the 'Conversion'). 

A total of 205,588 Ordinary Shares (the 'New Ordinary Shares') have been created as a result of the Conversion.  A total of 6,510,506 deferred shares of ¹/₁₅₃ pence, each also created as a result of the Conversion, have today been indirectly transferred back to the Company, in accordance with its rights under the Articles, and cancelled. There are no longer any B Shares or C Shares, nor any deferred shares, in issue.

Applications have been made for the New Ordinary Shares to be admitted to listing on the Official List of the Financial Conduct Authority (the 'FCA') and to trading on the main market for listed securities on the London Stock Exchange ('Admission'). Admission is expected to take place no later than 8.00 a.m. on 19 December 2024.

The Company's issued share capital following the Conversion consists of 188,875,752 Ordinary Shares. The Company holds 12,454,718 Ordinary Shares in treasury. The total number of voting rights in the Company is 176,421,034 and this figure may be used by shareholders as the denominator when determining whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

[email protected]

This announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into any jurisdiction in which its publication, release or distribution would be unlawful.

This announcement is for information purposes only and does not constitute, or form part of, an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any securities, nor the solicitation of any vote or approval, in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Neither the Ordinary Shares, nor the B Shares, nor the C Shares have been or will be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.