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Whitbread 19 June 2019

Item 2: Approve the Remuneration ReportAlthough the remuneration structure was previously considered satisfactory, the changed situation for long-term incentive pay means that it is no longer considered acceptable. The new LTI awards exceed guidelines, are transaction-based and are overly dependent on the discretion of the remuneration committee. Furthermore, there will be no long-term incentive pay in 2019. Actual incentive pay for the year was excessive. We recommend shareholders oppose.EGM

Items 1 - 4: Return of Value to Shareholders The Company is seeking to return value to shareholders. They have completed the disposal of Costa Ltd to The Coca-Cola Company with net cash proceeds of £3.8bn. The Company now seeks to return up to £2bn to shareholders through a tender offer of up to 24.99% of the Companyns issued share capital, with a price cap of £50 per share (110% of the market price). If the tender offer does not return the full £2bn to shareholders, the Company may initiate a share consolidation or further share buyback programme to return value to shareholders. Therefore, the Company is seeking shareholder approval to make market purchases of the Companyns shares in connection with the tender offer; effect a share consolidation/sub-division in the event that the tender offer does not return the full £2bn to shareholders and therefore a special dividend is paid; amend the Companyns Articles of Association in the event that a share consolidation is effected; and make additional market purchases of up to 4.99% of the Companyns shares in the event that the tender offer does not return the full £2bn to shareholders. The purpose of all of the authorities requested at this EGM is for the Company to have flexibility in returning cash to shareholders. There is a clear justification and funds for the purchases. We recommend shareholders vote in favor of all of the proposals.

Whitbread PLC

Whitbread is a hospitality company. Co. serves its customers in the U.K. and beyond through its two businesses: Premier Inn and Restaurants; and Costa. Premier Inn is a hotel business, with over 760 hotels and more than 68,000 rooms as of Mar 2 2017. Co.'s hotel are located alongside its own restaurant brands. Co. also have hotels in the Middle East, and Germany, with more hotels in the pipeline. Costa is the coffee shop, with over 2,200 coffee shops in the U.K., over 1,300 stores in 29 international markets and over 6,800 Costa Express self-serve units as of Mar 2 2017.


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