Initial Purchase Offer B shs

Whitbread PLC
03 July 2006



3 July 2006

Not for release, publication or distribution in whole or in part or into the
United States, Australia, Canada, Japan or the Republic of South Africa

Deutsche Bank AG, London Branch

Whitbread PLC

Initial Purchase Offer for B Shares

Deutsche Bank has agreed to make the Initial Purchase Offer referred to in the
Circular from Whitbread to its Shareholders dated 26 May 2006 (the 'Circular').
Deutsche Bank hereby makes the Initial Purchase Offer, acting as principal, to
purchase each of the 81,199,220 B Shares in respect of which valid acceptances
of the Initial Purchase Offer have been received and not withdrawn for 155
pence, free of all dealing expenses and commissions, in an off-market
transaction on the terms set out in the Circular.

Settlement for the B Shares acquired under the Initial Purchase Offer will be
made on 6 July 2006 when cheques will be dispatched to Shareholders whose B
Shares are held in certificated form (that is, not in CREST). The CREST accounts
of Shareholders whose B Shares are held in uncertificated form (that is, in
CREST) will be credited with the proceeds of sale on the same day.

Terms defined in the Circular have the same meaning when used this announcement.

For further information:

Anna Glover           Tel: [phone]

Christopher Rogers    Tel: [phone]

Deutsche Bank, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the UK, is acting for Whitbread and
for no one else in connection with the Return of Cash and will not be
responsible for anyone other than Whitbread for providing the protections
afforded to clients of Deutsche Bank or for providing advice in relation to the
Return of Cash.

None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares have
been or will be registered under U.S. Securities Act of 1933, as amended (the
'Securities Act') or the securities laws of any other U.S. jurisdiction, and
none of them may be offered or sold in the United States unless pursuant to an
exemption form, or in a transaction not subject to the registration requirements
of the Securities Act.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO 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.



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