Notice to Bondholders

Wellington Pub Company PLC

24 June 2024

 

NOTICE TO BONDHOLDERS

WELLINGTON PUB COMPANY PLC

(Incorporated and registered in England & Wales with registered number 03406623)

(the "Issuer")

GBP 160,000,000 6.735 per cent. Class A

Secured Fixed Rate Bonds due 2029 (ISIN: XS0084965796) and

GBP 51,000,000 7.335 per cent. Class B

Secured Fixed Rate Bonds due 2029 (ISIN: XS0084965879)

(together, the "Bonds")

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS. IF APPLICABLE, ALL DEPOSITORY, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMITTAL TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.

This Notice is addressed only to holders of the Bonds (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of any of the Bonds referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

In accordance with normal practice, Deutsche Trustee Company Limited as trustee assumes no responsibility for this notice and it has not verified, and expresses no opinion as to the contents of, this notice, and makes no representation that all relevant information has been disclosed, or has been disclosed accurately, to Bondholders. Accordingly, Deutsche Trustee Company Limited as trustee urges Bondholders who are in any doubt as to the impact of this notice to seek their own independent legal and/or financial advice.

IMPORTANT NOTICE TO BONDHOLDERS

Capitalised terms used herein and not specifically defined will bear the same meanings as in the trust deed dated 2 March 1998 (the "Trust Deed") made between the Issuer and Deutsche Trustee Company Limited (formerly known as Bankers Trustee Company Limited) (the "Trustee").

Notwithstanding paragraph 3 of the Fifth Schedule (Provisions for Meetings of Bondholders) to the Trust Deed, and with the consent of holders of at least 75 percent of the aggregate Principal Amount Outstanding of the Class A Bonds and the Class B Bonds then outstanding (which consents shall take effect as a resolution in writing signed by or on behalf of the relevant Class of Bondholders in accordance with paragraph 24 of the Fifth Schedule of the Trust Deed (the "Written Resolutions"), the Issuer proposes to enter into the Deed of Amendment, Resignation and Appointment and provide to the Trustee, the Certificate of Outstanding Bonds, (the "Documents"), each to be dated on or about 3 July 2024 (the "Execution Date"). Near-final drafts of the Documents and the Written Resolutions are annexed hereto.

Background and Proposed Written Resolutions

Pursuant to the Deed of Amendment, Resignation and Amendment, each of the Trustee (in its capacities as Trustee and Security Trustee), the Principal Paying Agent and the Cash Manager will resign from such roles in respect of the Relevant Documents.

The Issuer believes it is beneficial to (a) replace the current (i) Trustee in its roles as Trustee and Security Trustee,

(ii) Principal Paying Agent and Cash Manager in its roles as principal paying agent and cash manager, and (iii) Paying Agent in its role as paying agent, pursuant to the Relevant Documents with Exmoor Fiduciary Limited as the successor trustee and security trustee, and Criterion Asset Management Limited as the successor principal paying agent, paying agent and cash manager and (b) amend the Trust Deed to remove the listing requirement under Clause 13(l) of the Trust Deed. This decision has been made after careful consideration of the Issuer's long- term strategy and the overall benefits these changes will bring to its operations (such changes, the "Amendments and the Appointments").

The Issuer hereby seeks your consent to (i) authorise, empower, request and direct the Issuer, and the other parties thereto to inter aliaenter into the Deed of Amendment, Resignation and Appointment on the Execution Date; and

(ii) amend the Trust Deed to remove the listing requirement under Clause 13(l) of the Trust Deed.

Extraordinary Resolution to be passed by Written Resolutions

Capitalised terms used herein and not specifically defined will bear the same meanings as in the trust deed dated 2 March 1998 (the "Trust Deed") made between the Issuer and Deutsche Trustee Company Limited (the "Trustee"). In addition, "Written Resolution" where used herein, means a resolution in writing signed by Bondholders pursuant to paragraph 24 of the Fifth Schedule to the Trust Deed.

1.            We represent and warrant that as at the date of signing of this Written Resolution we are the holder of GBP [•] (representing [•] per cent. of the Bonds) of the Bonds held on our behalf by a custodian, [•] in the Clearing System Account Number referenced below. We confirm that, for the purposes of the definition of "outstanding" in the Trust Deed and the fifth schedule (Provisions for the Meeting of Bondholders) of the Trust Deed (i) we are entitled to vote in respect of this Written Resolution and (ii) no Bonds are held by any person for the benefit of the Issuer or any of its subsidiaries or holding companies or any subsidiaries of any of its holding companies.

2.            We acknowledge that we are aware of the intention to enter into a Deed of Amendment, Resignation and Appointment to, inter alia, (i) replace each of the Trustee, the Security Trustee, the Principal Paying Agent, the Paying Agent and the Cash Manager with Exmoor Fiduciary Limited as successor trustee and security trustee, and Criterion Asset Management Limited as the successor principal paying agent, paying agent and cash manager (the "Successors"); and (ii) amend the Trust Deed by removing the listing requirement under Clause 13(l) of the Trust Deed.

3.            As the holder of [•] per cent. of the outstanding Bonds, we hereby resolve, confirm and instruct:

(A)         That each of the appointments of the Successors in relation to the Relevant Documents, as specified in the Deed of Amendment, Resignation and Appointment (included as Schedule 1 hereto), be and are hereby approved ("Appointments"); and

(B)         That Clause 13(l) of the Trust Deed pertaining to listing shall be entirely removed and substituted with the following: "[Reserved]" (together with the Appointments, the "Amendments"); and

(C)         That the Trustee, the Successors and the Issuer are hereby authorised, directed and instructed to execute the Deed of Amendment, Resignation and Appointment (inserted as Schedule 1 hereto), to give effect to the matters contemplated therein and to take such other action as may be required to effect such matters; and

(D)         That the Trustee be and it is hereby authorised and instructed not to obtain any legal opinions in relation to, or to make any investigation or enquiry into, the power and capacity of any person to enter into the Deed of Amendment, Resignation and Appointment, or the due execution and delivery thereof by any party thereto or the validity or enforceability thereof and that it shall not be liable to any Bondholder for the failure to do so or for any consequences thereof; and

(E)         That the Trustee and the Issuer shall have no liability for acting upon this Written Resolution even though it may be subsequently found that there is a defect in the passing of this Written Resolution or that for any reason this Written Resolution is not valid or binding on the Holder; and

(F)         That any and every modification, abrogation, variation, compromise of, or arrangement in respect of, the rights of the holders of Bonds against the Issuer or any other party whether such rights shall arise under the Trust Deed, the Conditions or otherwise, necessary or appropriate to give effect to this Written Resolution and the Amendments, is hereby approved; and

(G)         That the Trustee, the Successors and the Issuer are authorised, requested and directed to concur in and execute all such documents and do such acts and things as may be necessary to carry out and give effect to this Written Resolution and the Amendments; and

(H)         That we hereby waive for the purpose of this Written Resolution any and all formalities described in and required by the Bonds, the Conditions and/or the other Relevant Documents in connection with notice periods in respect of any resignation, notification requirements or any other matter; and

(I)          That the Trustee is hereby discharged, released and exonerated from any and all liability for which it may have become or may become responsible under the Relevant Documents to which it is party and/or the Conditions in respect of any act or omission in connection with the Amendments, this Written Resolution or the implementation thereof.

4.           We also unconditionally represent and warrant that we have instructed [•] as our Custodian to (i) block the Bonds in the accounts of Euroclear and/or Clearstream until the Amendments contemplated in this Written Resolution have been completed and (ii) provide proof satisfactory to the Trustee of our holding of the Bonds in accordance with the notice sent by the Issuer to Bondholders in respect of the Amendments

5.           We hereby acknowledge and represent and warrant to the Trustee that:

(A)         we have consulted with our legal, regulatory, tax, business, investment, financial and/or accounting advisers to the extent we deem necessary, and have made our own investment, hedging and trading decisions (including decisions regarding the Amendments) based upon our own judgement and upon advice from such advisers as we deem necessary and not upon any view expressed by the Trustee or Deutsche Bank AG, acting through its London branch or any of its affiliates;

(B)         we have not relied on any communication (written or oral) from the Trustee and/or Deutsche Bank AG, acting through its London branch as investment advice or as a recommendation to agree to the approve the Amendments, it being understood that information and explanations related to the Amendments shall not be considered to be investment advice;

(C)         the Trustee is not acting as a fiduciary for or adviser to us in respect of the matters contemplated under this Written Resolution; and

(D)         this Written Resolutions may be executed in counterparts and each counterpart shall be deemed to be an original and which counterparts when taken together shall constitute one and the same instructions.

General

Bondholders may, at any time during normal business hours on any weekday (excluding Saturdays, Sundays and bank and other public holidays in London) prior to 5:00 PM (London time) on 3 July 2024 (the "Expiration Time"), inspect copies of the following documents at the offices of King & Spalding International LLP at 8 Bishopsgate, London, EC3V 4QT:

·      this Notice;

·      the Written Resolutions;

·      the Deed of Amendment, Resignation and Appointment; and

·      the Certificate of Outstanding Bonds.

Written Resolutions of the Class A Bondholders and the Class B Bondholders

Pursuant to the proviso to paragraph 18 of the Fifth Schedule of the Trust Deed, no Written Resolutions of the Class A Bondholders will be effective for any purpose unless it has also been sanctioned by Written Resolutions of the Class B Bondholders. Accordingly, the Issuer is seeking the consent of both the Class A Bondholders and the Class B Bondholders, acting separately, in respect of the Amendments and Appointments.

Quorum

To be passed, the Written Resolutions must be signed by or on behalf of holders representing at least 75 percent of the aggregate Principal Amount Outstanding of the Class A Bonds and the Class B Notes then outstanding. If approved, the Written Resolutions will be binding on all Bondholders, whether or not voting in respect of the Written Resolutions.

Voting

In order to vote in favour of the Written Resolutions, each Class of Bondholders should:

(i)           sign the relevant Written Resolution, provide a custodian confirmation letter, as annexed hereto, from the custodian verifying the details and existence of the Class A Bonds and/or Class B Bonds held in custody on behalf of the Bondholder as of a specific date (the "Custodian Confirmation Letter"), and submit a custody statement evidencing proof of holding, then return these documents to the Issuer by emailing them to Stephane Nahum at [e-mail] and Robert Schofield at [e-mail] with a copy to the Trustee at [e-mail];

(ii)          the Written Resolutions should be returned to the Issuer and the Trustee by the Expiration Time. If the consent of holders of at least 75 percent of the aggregate Principal Amount Outstanding of the Class A Bonds and the Class B Bonds then outstanding is received prior to the Expiration Time, the amendments contemplated by the Written Resolutions may be executed before the Expiration Time pursuant to such consent; and

(iii)         instruct Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream") (via the relevant custodian, if applicable) to block the Bonds in its accounts in accordance with the usual operating procedures of Euroclear and Clearstream, until the date on which amendments contemplated by the Written Resolutions have been implemented (which is expected to be no later than the Execution Date).

Trustee

The Issuer proposes to the Bondholders the Documents referred to in this Notice. In accordance with normal practice, the Trustee expresses no opinion on the details, effects or merits of the proposed Documents. The Trustee has not been involved in the formulation of the proposed Documents and makes no representation that all relevant information has been disclosed to Bondholders in this Notice. The Trustee has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the proposed Documents being submitted to the Bondholders for their consideration. The decision as to whether or not the proposed Documents should be approved lies with the Bondholders and no other party, and therefore, the Issuer and the Trustee recommend that each Bondholder seeks its own independent legal, financial or other professional advice, including tax advice, in connection with the proposed Documents. No responsibility or liability is or will be accepted by the Issuer or the Trustee for the completeness, accuracy, validity or correctness of the statements made, and documents referred to, in this Notice or any written or oral information made available to any person receiving this Notice or its advisers and any such liability is expressly disclaimed.

Annex I - Deed of Amendment, Resignation and Appointment

6

Confidential

[EXECUTION VERSION]

DEED OF AMENDMENT, RESIGNATION AND APPOINTMENT

DATED                 2024

BETWEEN WELLINGTON PUB COMPANY PLC

as Issuer

DEUTSCHE TRUSTEE COMPANY LIMITED

as Existing Trustee and Existing Security Trustee

DEUTSCHE BANK AG, LONDON BRANCH

as Existing Principal Paying Agent and as Existing Cash Manager

DEUTSCHE BANK LUXEMBOURG S.A.

as Existing Paying Agent

EXMOOR FIDUCIARY LIMITED

as Successor Trustee and Successor Security Trustee and

CRITERION ASSET MANAGEMENT LIMITED

as Successor Principal Paying Agent, Successor Cash Manager and Successor Paying Agent

in connection with a:

Trust Deed dated 2 March 1998 made between the Issuer and Deutsche Trustee Company Limited

THIS DEEDis dated                 ,2024

BETWEEN:

(1)         WELLINGTON PUB COMPANY LIMITED, a company incorporated under the laws of England and Wales with registered number 03406623, having its registered office at 4th Floor Millbank Tower, 21-24 Millbank, London, England, England, SW1P 4QP (the Issuer);

(2)         DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales with registered number 00338230, having its registered office at 21 Moorfields, London, United Kingdom, EC2Y 9DB (in its capacities as the "Existing Trustee" and the "Existing Security Trustee");

(3)         DEUTSCHE BANK AG, LONDON BRANCH, a company duly organised and existing under the law of the Federal Republic of Germany and having its principal place of business at Taunusanlage 12 in the City of Frankfurt (Main) and operating in the United Kingdom under branch number BR000005 at 21 Moorfields, London EC2Y 9DB, England (the Existing Principal Paying Agent and the Existing Cash Manager);

(4)         DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated in Luxembourg, registered with the Register of Commerce and Companies in Luxembourg, under number B 9164, having its registered office at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg. (the Existing Paying Agent" and, together with the parties listed at (2) and (3) above, the 'Resigning Parties");

(5)         EXMOOR FIDUCIARY LIMITED, a company incorporated under the laws of England and Wales with registered number 08661540, having its registered office at 6 St James's Square, London, England, SW1Y 4JU (in its capacities as the "Successor Trustee" and the "Successor Security Trustee")

(6)         CRITERION ASSET MANAGEMENT LIMITED, a company incorporated under the laws of England and Wales with registered number 03382237, having its registered office at 73 Cornhill, London, England, EC3V 3QQ (in its capacities as the "Successor Principal Paying Agent", the "Successor Cash Manager" and the "Successor Paying Agent" and together with the Successor Trustee and the Successor Security Trustee, the "Successors");

BACKGROUND:

(A)       This Deed is entered into in relation to the Trust Deed, the Paying Agency Agreement and the Cash Management Agreement (each as defined below).

(B)       Each of the Existing Trustee, the Existing Security Trustee, the Existing Principal Paying Agent, the Existing Cash Manager and the Existing Paying Agent have agreed to resign, and the Successors have agreed to be appointed as the new trustee, security trustee, principal paying agent, paying agent, and cash manager under the Relevant Documents pursuant to this Deed.

(C)       Pursuant to Written Resolutions of the Class A Bondholders and the Class B Bondholders dated on or prior to the date of this Deed, the Bondholders have, inter alia, approved the appointment of the Successors in the roles specified against their names in (5 and 6) above and directed the Parties to execute this Deed.

(D)       This Deed is supplemental to the Trust Deed, the Deed of Charge, the Paying Agency Agreement and the Cash Management Agreement

IT IS AGREEDas follows:

1.         INTERPRETATION

1.1       Definitions

In this Deed:

Bondholdersmeans the several persons who are for the time being Class A Bondholders and Class B Bondholders and "Bondholder" shall mean any one of them.

Effective Datemeans the date of this Deed.

Party means a party to this Deed.

Trust Deedrefers to the agreement constituting £160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due 2029, £51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due 2029, and

£20,000,000 11.000 per cent. Class C Secured Fixed Rate Bonds due 2029, between the Issuer and the Existing Trustee.

1.2       Construction

(a)         Capitalised terms defined in the Trust Deed have, unless expressly defined in this Deed, the same meaning in this Deed.

(b)         In this Deed, unless the contrary intention appears, a reference to a Clause is a reference to the clause of this Deed.

(c)         The headings in this Deed do not affect its interpretation.

2.         APPOINTMENT AND RESIGNATION

2.1       Appointment and resignation

With effect on and from the Effective Date:

(a)        the Existing Trustee hereby resigns as the trustee and security trustee under the Relevant Documents;

(b)        the Existing Principal Paying Agent hereby resigns as the principal paying agent under the Relevant Documents;

(c)        the Existing Paying Agent hereby resigns as the paying agent under the Relevant Documents;

(d)        the Existing Cash Manager hereby resigns as the cash manager under the Relevant Documents; and

(e)        in accordance with its power under the Trust Deed and the other Relevant Documents, the Issuer hereby appoints the Successors as the new Trustee, Security Trustee, Principal Paying Agent, Paying Agent, and Cash Manager.

2.2       Transfer of rights and release of the Resigning Parties

(a)        All authority, benefits, rights, duties, powers, obligations and liabilities as Trustee, Security Trustee, Principal Paying Agent, Paying Agent and Cash Manager under or pursuant to the Trust Deed and the other Relevant Documents shall be conveyed to, transferred to and assumed and vested in the Successors, acting in the relevant capacity and all references in the Trust Deed and the other Relevant Documents to the Trustee, the Security Trustee, the Principal Paying Agent, the Paying Agent and the Cash Manager shall be read and construed henceforth accordingly;

(b)        With effect on and from the Effective Date, each of the Resigning Parties shall be released from all of its obligations and liabilities under the Relevant Documents to which it is party and shall have no further benefits, rights, duties or powers under such Relevant Documents but this is without prejudice to any rights, obligations and liabilities which have accrued or become available to the relevant Resigning Party prior to the date hereof;

(c)        The Successors hereby notify each other Party that they accept their appointments as the new Trustee, Security Trustee, Principal Paying Agent, Paying Agent, and Cash Manager under the Relevant Documents;

(d)        The Issuer agrees that, with effect from the Effective Date, all the Resigning Parties' rights, claims, actions and demands whatsoever and howsoever arising out of and in respect of the Relevant Documents shall be enforceable by the Successors against the Issuer and the Issuer accepts performance by the Successors of the obligations and liabilities of the Resigning Parties under the Relevant Documents in place of performance by the Resigning Parties.

(e)        Each of the Issuer and the Successors hereby agree for the benefit of the Resigning Parties that the indemnities in favour of each Resigning Party in the applicable Relevant Document shall continue to have effect in respect of any action taken or omitted by a Resigning Party under the applicable Relevant Document prior to the date of this Deed.

2.3       Notice and formalities

Each Party waive any and all formalities described in and required by the Relevant Documents in connection with notification requirements or any other matter.

2.4       Costs & expenses

The Issuer hereby covenants to the Resigning Parties that it shall promptly pay all properly incurred outstanding fees, costs and expenses (including legal fees) due and payable to the Resigning Parties pursuant to the Relevant Documents and in respect of the negotiation and execution of this Deed.

3.         TRANSFER

The Existing Trustee must, promptly on request by the Successor Trustee make available to the Successor Trustee those documents and records in its possession and provide reasonable assistance (at the cost of the Issuer) as the Successor Trustee may reasonably request for the purposes of performing its functions under the Relevant Documents.

4.         AMENDMENT

It is hereby agreed and declared that Clause 13(l) of the Trust Deed pertaining to listing shall be entirely removed and substituted with the following: "[Reserved]".

5.         NOTICE TO BONHOLDERS

The Issuer hereby covenants with the other parties to this Deed that it will as soon as practicable after the date hereof give notice of the resignation of the Resigning Parties, the appointment of the Successors and the amendment effected by this Deed to the Bondholders in accordance with the Conditions.

6.         COUNTERPARTS

This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

7.         CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Supplemental Trust Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Supplemental Trust Deed, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

8.         SEVERABILITY

Any provision of this Deed which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each of the Parties hereto waives any provision of law, but only to the extent permitted by law, which renders any provision of this Deed prohibited or unenforceable in any respect.

9.         GOVERNING LAW

This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.

10.       ENFORCEMENT

(a)        The English courts have exclusive jurisdiction to settle any dispute including a dispute relating to non- contractual obligations arising out of or in connection with this Deed.

(b)        The English courts are the most appropriate and convenient courts to settle any such dispute.

THIS DEEDhas been entered into as a deed on the date stated at the beginning of this Deed.

SIGNATORIES

Existing Trustee and Existing Security Trustee

EXECUTED as a DEEDby affixing                                             )               ……………………………

THE COMMON SEAL of                                                                )               Associate Director

DEUTSCHE TRUSTEE COMPANY LIMITED                         )

………………………………. Associate Director

Existing Principal Paying Agent and Existing Cash Manager

Executed as a DEEDfor and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

by:

Both signatures applied in the presence of:

NAME:

ADDRESS:        c/o Legal Department

21 Moorfields London

EC2Y 9DB

Existing Paying Agent

EXECUTED as a deed                                                                      )

and delivered by a duly authorised signatory of                           )               …………………………..

DEUTSCHE BANK LUXEMBOURG S.A.                                   )               Attorney

)               …………………………..

)           Attorney

Successor Trustee and Successor Security Trustee

EXECUTED as a deed for and on behalf of                )

EXMOOR FIDUCIARY LIMITED                           )

by                                                                                )      ……………………………….

Witness's signature:                                               Name:     

Address:                                              

Successor Principal Paying Agent, Successor Cash Manager and Successor Paying Agent

EXECUTED as a deed for and on behalf of                )

CRITERION ASSET MANAGEMENT LIMITED   )

by                                                                                )      ……………………………….

Witness's signature:                                               Name:     

Address:                                              

Issuer

EXECUTED as a deed for and on behalf of                )

WELLINGTON PUB COMPANY PLC                    )

by                                                                                )        ……………………………….

Witness's signature:                                               Name:     

Address:                                              

Annex II - Certificate of Outstanding Bonds

Letter from Issuer Regarding the Amount of Bonds Outstanding [Headed notepaper of Issuer]

To:       DEUTSCHE TRUSTEE COMPANY LIMITED

21 Moorfields London EC2Y 9DB

[Date]

£160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due 2029(ISIN: XS0084965796)

£51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due 2029 (ISIN: XS0084965879)

We, the undersigned, being two Directors of the Issuer, hereby certify to you in your capacity as the Trustee for the holders of the Bonds referred to below that:

1.         The total principal amount of the Bonds created and issued by the Issuer and constituted by a Trust Deed dated 2 March 1998 (the "Trust Deed") made between the Issuer and you as Trustee was:

·    £160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due 2029 ("Class A Bonds"); and

·     £51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due 2029 ("Class B Bonds").

2.         The total principal amount of the Bonds outstanding (as defined in clause 1 of the Trust Deed) as at the date hereof is:

·    £47,780,000 Class A Bonds; and

·    £9,290,000 Class B Bonds.

3.         As at the date hereof, the following principal amount of Bonds are held by persons for the benefit of the Issuer or any of its subsidiaries or holding companies or any subsidiaries of any of its holding companies:

·    £112,220,000 Class A Bonds; and

·    £41,710,000 Class B Bonds.

Terms used but not defined herein shall have the meanings ascribed to them in the Trust Deed. Yours faithfully

……………………………………..                              ……………………………………..

Name:                                                                          Name:

Title: Director                                                            Title:    Director

Annex III - Written Resolutions

WRITTEN RESOLUTION WELLINGTON PUB COMPANY PLC

(Incorporated and registered in England & Wales with registered number 03406623)

(the "Issuer")

GBP 160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due 2029 / GBP 51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due 2029

(the "Bonds")

(ISIN: XS0084965796 / XS0084965879)

Written Resolution of the beneficial holders of the Class A/B Bonds

To: DEUTSCHE TRUSTEE COMPANY LIMITED (formerly known as Bankers Trustee Company Limited)

(the "Trustee") and

To:   WELLINGTON PUB COMPANY PLC

(the "Issuer")

Capitalised terms used herein and not specifically defined will bear the same meanings as in the trust deed dated 2 March 1998 (the "Trust Deed") made between the Issuer and Deutsche Trustee Company Limited (the "Trustee"). In addition, "Written Resolution" where used herein, means a resolution in writing signed by Bondholders pursuant to paragraph 24 of the Fifth Schedule to the Trust Deed.

1.         We represent and warrant that as at the date of signing of this Written Resolution we are the holder of GBP [•] (representing [•] per cent. of the outstanding Bonds) of the Bonds held on our behalf by a custodian, [•], London Branch in the Clearing System Account Number referenced below. We confirm that, for the purposes of the definition of "outstanding" in the Trust Deed and the fifth schedule (Provisions for the Meeting of Bondholders) of the Trust Deed (i) we are entitled to vote in respect of this Written Resolution and (ii) no Bonds are held by any person for the benefit of the Issuer or any of its subsidiaries or holding companies or any subsidiaries of any of its holding companies.

2.         We acknowledge that we are aware of the intention to enter into a Deed of Amendment, Resignation and Appointment to, inter alia, (i) replace each of the Trustee, the Security Trustee, the Principal Paying Agent, the Paying Agent and the Cash Manager with Exmoor Fiduciary Limited as successor trustee and security trustee, and Criterion Asset Management Limited as the successor principal paying agent, paying agent and cash manager (the "Successors"); and (ii) amend the Trust Deed by removing the listing requirement under Clause 13(l) of the Trust Deed.

3.         As the holder of [•] per cent. of the outstanding Bonds, we hereby resolve, confirm and instruct:

(A)          That each of the appointments of the Successors in relation to the Relevant Documents, as specified in the Deed of Amendment, Resignation and Appointment (included as Schedule 1 hereto), be and are hereby approved ("Appointments"); and

(B)          That Clause 13(l) of the Trust Deed pertaining to listing shall be entirely removed and substituted with the following: "[Reserved]" (together with the Appointments, the "Amendments"); and

(C)          That the Trustee, the Successors and the Issuer are hereby authorised, directed and instructed to execute the Deed of Amendment, Resignation and Appointment (inserted as Schedule 1 hereto), to give effect to the matters contemplated therein and to take such other action as may be required to effect such matters; and

(D)   That the Trustee be and it is hereby authorised and instructed not to obtain any legal opinions in relation to, or to make any investigation or enquiry into, the power and capacity of any person to enter into the Deed of Amendment, Resignation and Appointment, or the due execution and delivery thereof by any party thereto or the validity or enforceability thereof and that it shall not be liable to any Bondholder for the failure to do so or for any consequences thereof; and

(E)           That the Trustee and the Issuer shall have no liability for acting upon this Written Resolution even though it may be subsequently found that there is a defect in the passing of this Written Resolution or that for any reason this Written Resolution is not valid or binding on the Holder; and

(F)           That any and every modification, abrogation, variation, compromise of, or arrangement in respect of, the rights of the holders of Bonds against the Issuer or any other party whether such rights shall arise under the Trust Deed, the Conditions or otherwise, necessary or appropriate to give effect to this Written Resolution and the Amendments, is hereby approved; and

(G)          That the Trustee, the Successors and the Issuer are authorised, requested and directed to concur in and execute all such documents and do such acts and things as may be necessary to carry out and give effect to this Written Resolution and the Amendments; and

(H)          That we hereby waive for the purpose of this Written Resolution any and all formalities described in and required by the Bonds, the Conditions and/or the other Relevant Documents in connection with notice periods in respect of any resignation, notification requirements or any other matter; and

(I)            That the Trustee is hereby discharged, released and exonerated from any and all liability for which it may have become or may become responsible under the Relevant Documents to which it is party and/or the Conditions in respect of any act or omission in connection with the Amendments, this Written Resolution or the implementation thereof.

4.         We also unconditionally represent and warrant that we have instructed [•] as our Custodian to (i) block the Bonds in the accounts of Euroclear and/or Clearstream until the Amendments contemplated in this Written Resolution have been completed and (ii) provide proof satisfactory to the Trustee of our holding of the Bonds in accordance with the notice sent by the Issuer to Bondholders in respect of the Amendments

5.         We hereby acknowledge and represent and warrant to the Trustee that:

(A)       we have consulted with our legal, regulatory, tax, business, investment, financial and/or accounting advisers to the extent we deem necessary, and have made our own investment, hedging and trading decisions (including decisions regarding the Amendments) based upon our own judgement and upon advice from such advisers as we deem necessary and not upon any view expressed by the Trustee or Deutsche Bank AG, acting through its London branch or any of its affiliates;

(B)       we have not relied on any communication (written or oral) from the Trustee and/or Deutsche Bank AG, acting through its London branch as investment advice or as a recommendation to agree to the approve the Amendments, it being understood that information and explanations related to the Amendments shall not be considered to be investment advice;

(C)       the Trustee is not acting as a fiduciary for or adviser to us in respect of the matters contemplated under this Written Resolution; and

(D)       this Written Resolutions may be executed in counterparts and each counterpart shall be deemed to be an original and which counterparts when taken together shall constitute one and the same instructions.

Dated:                                            

Principal amount of the Class A/B Bonds held: [•] GBP Clearing System Account Number: [•]

Duly authorised for and on behalf of: [•]

By:                                              Name:

Title:

3

Schedule 1

Annex IV- Custodian Confirmation Letter

9

[To be printed on the custodian's letterhead]

To: Deutsche Trustee Company Limited 21 Moorfields

London

EC2Y 9DB

Dear Sirs,

Custodian Confirmation Letter¹

[Insert date]

We hereby confirm that we act as custodian in respect of our client [Client Name].

As at the date of this letter, we hold the position(s) mentioned in the table below as confirmed by the statement(s) attached to this letter² in [Client Name] [Euroclear and/or Clearstream] account number(s): [insert account(s) number], as custodian on behalf of [Client Name].

Client Name	Account Number	ISIN	Name of Securities	Currency	Position
[•]	[•]	[•]	[•]	GBP	[•]

Please could you regard [Client Name] as a bondholder for each of the position(s) mentioned in the table above on [insert date].

Please contact us if you have any queries.

Yours faithfully [Custodian Name] By:

Name: Title:

¹ Include a custody statement that shows:

·      Name of the client (same as referred to in the above letter)

·      Account number (same as referred to in the above letter)

·      ISIN

·      Description of the securities

·      Currency of the securities

·      Amount of the securities held by the client in the account

² Please ensure the account statement(s) are dated the same date as the letter

 

END