Scheme of Arrangement

Whitbread PLC
30 January 2001


Proposal to introduce Whitbread Holdings PLC as new holding
company approved by shareholders

The Board of Whitbread PLC ('Whitbread') announces that its
shareholders have today approved proposals to establish
Whitbread Holdings PLC ('Whitbread Holdings') as the holding
company of the Whitbread Group by way of a scheme of
arrangement (the 'Scheme') under section 425 of the
Companies Act 1985.

The results from today's Court Meeting to approve the Scheme
are as follows:

Votes For        %         Votes         %          Total
                          Against                   Votes
                                                      
44,849,227     98.4       729,366       1.6      45,578,593
                                                      
A special resolution approving the Scheme and making certain
alterations to Whitbread's articles of association was
carried on a show of hands at an extraordinary general
meeting following the Court Meeting.

It is expected that the Scheme will be completed and that
dealings in Whitbread Holdings will commence on or around 26
February 2001.


Enquiries:

Whitbread PLC                         [phone]
David Reed
Jeremy Probert

Dresdner Kleinwort Wasserstein        [phone]
David Barclay
Nigel Binks

Gavin Anderson & Company              [phone]
Chris Salt
Laura Hickman


Kleinwort Benson Limited ('Dresdner Kleinwort Wasserstein'),
which is regulated in the United Kingdom by the Securities
and Futures Authority Limited, is acting for Whitbread and
for no one else in relation to the matters discussed herein
and will not be responsible for anyone other than Whitbread
for providing the protections afforded to its customers or
for providing advice in relation to the matters discussed
herein.