Whitbread : 2023 Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING 2023

THURSDAY 22 JUNE 2023

WHITBREAD PLC

(INCORPORATED AND REGISTERED

IN ENGLAND AND WALES UNDER NUMBER 4120344)

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your shares in Whitbread PLC (the "Company"), please send this document and the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Contents

3 Introduction

1. Ordinary resolutions
2. Special resolutions
3. Important information concerning the meeting
4. Notes on the resolutions

1. Directions to meeting venue
2. Appendix 1 - Board of Directors

1. Appendix 2 - Shareholder guide to accessing the AGM electronically
2. Appendix 3 - Summary of proposed amendments to Articles of Association

ATTENDING THE ANNUAL GENERAL MEETING

The AGM is an important event in the calendar for the Company and our shareholders. As with our 2022 AGM, we are pleased to confirm that the AGM will be held as a combined physical and electronic meeting via a live webinar (a 'hybrid' format).

This format provides shareholders with the opportunity to participate in the AGM, without travelling, through the online Lumi meeting platform, which you can access by logging on to https:// web.lumiagm.com. By holding the AGM in this hybrid format, importantly, shareholders can still exercise their votes and raise questions during the meeting as if they were attending in person, by following the instructions set out in Appendix 2 to this Notice.

The safety and security of shareholders, directors, employees and those involved in running the AGM is very important to us. As such, please do not attend in person if you know you have been in contact with a confirmed Covid-19 case in the last five days, have symptoms of, or have tested positive for Covid-19 yourself. Should any changes to the arrangements for the AGM be appropriate, such changes will be communicated to shareholders, in accordance with our articles of association, before the meeting through our website at www.whitbread.co.uk and, where appropriate, by Stock Exchange announcement.

Where will the AGM be held?

The AGM will be held at our registered office at Whitbread Court, Houghton Hall, Business Park, Porz Avenue, Dunstable, Bedfordshire, LU5 5XE.

Can I attend the AGM?

Shareholders can either attend the AGM in person or participate in the meeting remotely:

1. You can access the meeting using this link- https://web. lumiagm.com/163-588-560. This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone.
2. When accessing the meeting platform, you will be asked to enter your unique 11 digit Investor Code (IVC) including any leading zeros, and 'PIN'. Your PIN is the last 4 digits of your IVC. If required, the Meeting ID is 163-588-560.

Access to the Lumi platform will be available approximately an hour prior to the start of the meeting.

How can I vote at the AGM?

Your vote is important to us and you are encouraged to vote either in advance of the AGM or on the day. All resolutions at the AGM will be put to shareholders by way of poll rather than a show of hands.

If you will not be participating in the meeting in person or electronically or otherwise wish to vote in advance, you may appoint a proxy by post, online or through CREST as further detailed in the Important Information section of this Notice.

For those shareholders attending remotely, the Lumi platform will allow for live voting on all resolutions. Once the Chairman has formally opened the meeting, the voting procedure will be explained. Once voting has opened, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed.

Link Group, the company's registrar, has launched a shareholder app: LinkVote+.

It's free to download and use and gives shareholders the ability to access their records at any time and attend virtual AGMs.

The app also allows users to submit a proxy appointment quickly and easily online rather than through the post.

The app is available to download on the Apple App Store and Google Play

You can also use the following QR Codes:

Apple / iOS	Android /
	google play

How can I ask questions at the AGM?

Shareholders will be able to submit questions in advance of the AGM, by emailing them to [e-mail].

For any remote attendees, we will also be providing a telephone line to enable shareholders to ask questions relating to the business of the meeting during the AGM, and questions

will also be capable of being asked via the Lumi platform. Shareholders attending in person will be able to ask questions at the meeting as usual.

Full details on how to join the AGM electronically, ask questions and vote before and during the meeting can be found in Appendix 2 to this Notice, along with the relevant contact details should you encounter any technical issues.

2	WhitbreadNotice of Annual General Meeting 2023

INTRODUCTION

This document is important and requires your immediate attention.

It contains the resolutions to be voted on at the Company's Annual General Meeting to be held on Thursday

22 June 2023.

Notice is hereby given that the Annual General Meeting (the AGM) of the Company will be held at Whitbread Court, Houghton Hall Business Park, Porz Avenue Dunstable, Bedfordshire, LU5 5XE on Thursday 22 June 2023 at 2.00pm to consider and, if thought fit, pass the following resolutions, with resolutions 1 to 19 being put as ordinary resolutions and resolutions 20 to 25 being put as special resolutions.

Voting on each of the following resolutions will be taken on a poll, rather than on a show of hands. This reflects current best practice and ensures that shareholders who have appointed the Chair of the meeting as their proxy have their votes fully taken into account.

ORDINARY RESOLUTIONS

Annual Report and Accounts

1. To receive and consider the Annual Report and Accounts (incorporating the reports of the directors and auditor and the strategic report) for the year ended 2 March 2023.

Remuneration

2. To approve the Annual Report on Remuneration as contained in pages 103 to 115 of the Annual Report and Accounts.

Final dividend

3. To declare a final dividend of 49.8 pence per ordinary share in the Company in respect of the year ended 2 March 2023 due and payable on 7 July 2023 to ordinary shareholders on the Company's register of shareholders at 5:00pm on 26 May 2023.

Directors

1. To elect Dominic Paul as a director
2. To elect Karen Jones as a director
3. To elect Cilla Snowball as a director
4. To re-elect David Atkins as a director
5. To re-elect Kal Atwal as a director
6. To re-elect Horst Baier as a director
7. To re-elect Fumbi Chima as a director
8. To re-elect Adam Crozier as a director
9. To re-elect Frank Fiskers as a director
10. To re-elect Richard Gillingwater as a director
11. To re-elect Chris Kennedy as a director
12. To re-elect Hemant Patel as a director

Auditors

16. To reappoint Deloitte LLP as the auditor of the Company to hold office until the conclusion of the Company's next AGM.

17. To authorise the Board, through the Audit Committee, to set the auditor's remuneration.

Political Donations

18. That, in accordance with Sections 366 and 367 of the Companies Act 2006 (the Act), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are authorised to:

1. make political donations to political parties and/or independent election candidates;
2. make political donations to political organisations other than political parties; and
3. incur political expenditure,

(as such terms are defined in Sections 363 to 365 of the Act) provided that the aggregate amount of any such donations and expenditure shall not exceed £25,000 during the period of one year beginning with the date of the passing of this resolution.

Directors' authority to allot shares

19. That the Board be generally and unconditionally authorised in accordance with section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to a nominal amount of £51,431,414 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and
2. comprising equity securities (as defined in the Act) up to a nominal amount of £102,862,828 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with a pre-emptive offer (including an offer by way of a rights issue: or open offer):
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 22 September 2024) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

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SPECIAL RESOLUTIONS

General authority to disapply pre-emption rights

20. That, if resolution 19 is passed, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation
   to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 19, by way of a pre-emptive offer (including a rights issue or open offer) only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. in the case of the authority granted under paragraph
2. 1. of resolution 19 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph
   1. above) up to a nominal amount of £7,714,712,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 22 September 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Additional authority to disapply pre-emption rights

21. That, if resolution 19 is passed, the Board be given the power in addition to any power granted under resolution 20 to allot equity securities (as defined in the Act) for cash under the authority granted under paragraph (A) of resolution 19 and/ or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,714,712; and
2. used only for the purposes of financing a transaction which the Board determines to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice or for the purposes of refinancing such a transaction within six months of its taking place, such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 22 September 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Company's authority to purchase ordinary shares

22. That, pursuant to Section 701 of the Act, the Company be generally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Act) of up to 20,091,080 ordinary shares (of any nominal value from time to time) in the capital of the Company provided that:

1. the minimum price (exclusive of expenses) which may be paid for each ordinary share is the nominal amount of that share;
2. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the highest of (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time; and
3. this authority will apply until the conclusion of the AGM of the Company to be held in 2024 (or, if earlier,
   22 September 2024) but during this period the Company may enter into a contract to purchase ordinary shares which would, or might, be completed or executed wholly or partly after this authority has ended and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not ended.

General meetings

23 That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

Amendments to the Company's Articles of Association (LIBOR Amendments)

24. That Articles 3A(B) and 3B(B) of the Company's articles of association be and are hereby amended in the form of the draft articles of association produced to the meeting marked "A" and initialled by the Chair of the meeting for identification purposes (the LIBOR Amendments), such LIBOR Amendments being in substitution for, and to the exclusion of, the existing form of Articles 3A(B) and 3B(B), provided:

1. the amendment of Article 3A(B) shall be conditional on, and shall only take effect following, the amendment of that article being approved by a special resolution of the holders of the Company's non-cumulative B preference shares of 1 pence each (B Shareholders) at a general meeting of B Shareholders; and
2. the amendment of Article 3B(B) shall be conditional on, and shall only take effect following, the amendment of that article being approved by a special resolution of the holders of the Company's non-cumulative C preference shares of 1 pence each (C Shareholders) at a general meeting of C Shareholders.

4	WhitbreadNotice of Annual General Meeting 2023

Amendments to the Company's Articles of Association (General Amendments)

25 That Articles 1 to 3 and 4 to 133 of the Company's articles of association be and are hereby amended in the form of the draft articles of association produced to the meeting marked "B" and initialled by the Chair of the meeting for identification purposes (the General Amendments), such General Amendments being in substitution for, and to the exclusion of, the existing form of Articles 1 to 3 and 4 to 133.

By order of the Board

Chris Vaughan

General Counsel and Company Secretary

18 May 2023

Registered Office

Whitbread PLC

Whitbread Court

Houghton Hall Business Park, Porz Avenue

Dunstable, Bedfordshire LU5 5XE

Registered in England and Wales No. 4120344

IMPORTANT INFORMATION

CONCERNING THE MEETING

1. The AGM will be held as a hybrid meeting, with in person and remote attendance. If you wish to attend remotely, a guide on how to access the online meeting platform and telephone line can be found in Appendix 2 to this Notice. These notes to this Notice should be read in this context.
2. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice.
3. The return of a completed proxy form, or any electronic or CREST proxy instruction (as described in paragraph 5 below), will not in itself prevent a shareholder attending the AGM and voting in person or electronically if he/she wishes to do so.

1. To be effective, the instrument appointing a proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be deposited at the offices of the Company's registrars, Link Group, Whitbread Share Register, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, not later than 2.00pm on Tuesday 20 June 2023 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days).
   Proxy appointments submitted via the internet at www.whitbread-shares.com must be received not later than 2.00pm on Tuesday 20 June 2023 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non- working days).
2. If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint a proxy or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the issuer's agent (ID number RA10) not later than 2.00pm on Tuesday 20 June 2023 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message.
   CREST Personal Members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and systems timings, please refer to the CREST Manual (available via www.euroclear.com/ CREST). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out
   in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
   If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours before the time of the AGM, in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
   Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform.
3. Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the register of shareholders of the Company as at close of business on Tuesday 20 June 2023.
   If the meeting is adjourned, entitlement to attend and vote will be determined by reference to the register of shareholders of the Company as at close of business two days prior to the adjourned meeting (excluding non-working days). Changes to the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

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