THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOURIMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek yourown independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independentfinancial adviser authorised under FSMA, if you are resident in the United Kingdom or, if not, from another appropriatelyauthorised independent financial adviser.

If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Ordinary Shares, please forward this document,but not the accompanying personalised Form of Proxy, as soon as possible to the purchaser or the transferee, or to the bank,stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or the transferee. Ifyou sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documentsand consult the bank, stockbroker or other agent through whom the sale or transfer was effected. If you receive this documentfrom another Shareholder, as a purchaser or transferee, please contact the Registrar for a personalised Form of Proxy.

Ei Group plc(Incorporated in England and Wales with registered number 02562808)

Proposed Disposal of Commercial Property Portfolioand

Notice of General MeetingThis document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out inPart 1 (Letter from the Chairman of Ei Group) of this document and which contains a recommendation from the Directors of theCompany that you vote in favour of the Disposal Resolution to be proposed at the General Meeting. The Disposal will not take placeunless the Disposal Resolution is passed at the General Meeting.

Notice of the General Meeting, to be held at the offices of the Company at 3 Monkspath Hall Road, Solihull, WestMidlands B90 4SJ at 11.45 a.m. on 7 February 2019, or, if later, immediately after the conclusion or adjournment of the annualgeneral meeting of the Company to be held on the same day, is set out in Part 9 (Notice of General Meeting) of this document.Whether or not you intend to be present at the General Meeting, you are asked to complete and return the Form of Proxy inaccordance with the instructions printed on it to the Company’s Registrar, Computershare Investor Services PLC at ThePavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, so as to be received by no later than11.45 a.m. on 5 February 2019 (or, in the case of an adjournment, not less than 48 hours, ignoring any part of a day that is not aworking day, before the time fixed for the holding of the adjourned meeting). Shareholders wishing to appoint a proxy onlineshould visit www.investorcentre.co.uk/eproxy and follow the instructions. To use this service, you will need your Voting ID, TaskID and Shareholder Reference Number printed on the Form of Proxy.

If you hold your Ordinary Shares in CREST, and you wish to appoint a proxy or proxies through the CREST electronic proxyappointment service, you may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). In orderfor a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must beproperly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, asdescribed in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to theinstruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by ComputershareInvestor Services PLC not later than 11.45 a.m. on 5 February 2019.

The completion and return of a Form of Proxy or any CREST Proxy Instruction will not prevent you from attending the General Meetingand voting in person should you so wish and be so entitled.

N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated in the United Kingdom by the FCA, is actingsolely for Ei Group as sponsor and financial adviser and for no-one else in connection with the Disposal and will not be responsible toanyone other than Ei Group for providing the protections afforded to its clients or for providing advice to any other person in relation tothe Disposal, the content of this document or any other matters described in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild & Co by the FSMA or the regulatory regimeestablished thereunder, Rothschild & Co does not accept any responsibility whatsoever or make any representation or warranty, express orimplied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statementmade or purported to be made by it, or on its behalf, in connection with the Company or the Disposal, and nothing in this document is, orshall be relied upon as, a promise or representation in this respect, whether as to the past or future. Rothschild & Co accordinglydisclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (saveas referred to herein) which it might otherwise have in respect of this document or any such statement.

This document is a circular relating to the Disposal which has been prepared in accordance with the Listing Rules and approved by theFCA. For a discussion of the risks relating to the Disposal, please see the discussion of risks and uncertainties set out in Part 2 (RiskFactors) of this document.

Capitalised terms have the meaning ascribed to them in Part 8 (Definitions) of this document.

A summary of action to be taken by Shareholders is set out on pages 9 and 10 of this document and in the Notice of GeneralMeeting set out in Part 9 (Notice of General Meeting) of this document.

This document is dated 17 January 2019

IMPORTANT NOTICES

Information regarding forward-looking statements

This document contains statements which are, or may be deemed to be, “forward-looking statements” which areprospective in nature. All statements other than statements of historical fact are forward-looking statements.They are based on current expectations and projections about future events, and are therefore subject to risksand uncertainties which could cause actual results to differ materially from the future results expressed orimplied by the forward-looking statements. Often, but not always, forward-looking statements can be identifiedby the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”,“scheduled”, “estimates”, “forecasts”, “goals”, “intends”, “anticipates”, “believes”, “targets”, “aims” or“projects”. Words or terms of similar substance or the negative thereof, are forward-looking statements, as wellas variations of such words and phrases or statements that certain actions, events or results “may”, “could”,“should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in theirentirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements include statements relating to: (a) future capital expenditures, expenses, revenues,earnings, economic performance, indebtedness, financial condition and future prospects; (b) business andmanagement strategies and the expansion and growth of the Company’s operations; and (c) the effects ofeconomic conditions on the Company’s business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantlyaffect expected results and are based on certain key assumptions. Many factors may cause actual results,performance or achievements of the Company to be materially different from any future results, performance orachievements expressed or implied by the forward-looking statements. Important factors that could cause actualresults, performance or achievements of the Company to differ materially from the expectations of theCompany include, among other things, general business and economic conditions, industry trends, competition,changes in government and changes in regulation and policy, including in relation to taxation as well aspolitical and economic uncertainty and other factors discussed in Part 2 (Risk Factors) of this document. Suchforward-looking statements should therefore be construed in light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance orguarantee that the occurrence of the events expressed or implied in any forward-looking statements in thisdocument will actually occur. You are cautioned not to place undue reliance on these forward-lookingstatements, which speak only as at the date of this document.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and theDisclosure Guidance and Transparency Rules), the Company is not under any obligation and the Companyexpressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise.

No profit forecast

No statement in this document is intended as a profit forecast or a profit estimate and no statement in thisdocument should be interpreted to mean that earnings per Ordinary Share for the current or future financialyears will necessarily match or exceed the historical published earnings per Ordinary Share.

Shareholder helpline

If you have any questions about this document, the General Meeting or the completion and return of theForm of Proxy, please call the Computershare Investor Services PLC shareholder helpline between 9.00 a.m.and 5.30 p.m. (London (UK) time) Monday to Friday (except UK public holidays) on 0370 889 4080 (callsto this number from the UK are charged at the standard national rate plus network extras).

Please note that calls may be monitored or recorded and the helpline cannot provide financial, legal or taxadvice or advice on the merits of the Disposal.

i

CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS . . . . . . . . 3

PART 1 LETTER FROM THE CHAIRMAN OF EI GROUP . . . . . . . . . . . . . . . . . . . . . . . 4

PART 2 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PART 3 PRINCIPAL TERMS AND CONDITIONS OF THE DISPOSAL . . . . . . . . . . . . . . . . 13

PART 4 FINANCIAL INFORMATION RELATING TO THE PORTFOLIO . . . . . . . . . . . . . 16

PART 5 UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THEGROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

PART 6 VALUATION REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PART 7 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

PART 8 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

PART 9 NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and/or Date

Announcement of Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 January 2019Posting of this document, the Notice of General Meeting and the Form ofProxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 January 2019

Latest time and date for receipt of Form of Proxy and CREST ProxyInstructions in respect of the General Meeting . . . . . . . . . . . . . . . . . 11.45 a.m. on 5 February 2019

General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.45 a.m. on 7 February 2019Expected date of completion of the First Tranche of the Disposal . . . . . . 7 March 2019

Notes:

(1) All references in this document to time are to London (UK) time unless otherwise stated.

(2) The timetable may be subject to change. If any of the above times and/or dates should change, the new times and/or dates willbe announced to Shareholders through a Regulatory Information Service.

2

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . Robert Walker (Chairman)Simon Townsend (Chief Executive Officer)Neil Smith (Chief Financial Officer)Adam Fowle (Senior Independent Director)Peter Baguley (Independent Non-Executive Director)Jane Bednall (Independent Non-Executive Director)Marisa Cassoni (Independent Non-Executive Director)

Company Secretary . . . . . . . . . . . . . . . . . . . . Loretta Togher

Registered and Head Office . . . . . . . . . . . . . . 3 Monkspath Hall RoadSolihullWest MidlandsB90 4SJ

Sponsor and Financial Adviser . . . . . . . . . . . . N. M. Rothschild & Sons LimitedNew CourtSt Swithin’s LaneLondonEC4N 8AL

Legal Advisers . . . . . . . . . . . . . . . . . . . . . . . CMS Cameron McKenna Nabarro Olswang LLPCannon Place78 Cannon StreetLondonEC4N 6AF

GosschalksQueens GardensKingston upon HullHU1 3DZ

Auditors and Reporting Accountants . . . . . . . . Ernst & Young LLPNo. 1 Colmore SquareBirminghamB4 6HQ

Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . Computershare Investor Services PLCThe PavilionsBridgwater RoadBristolBS13 8AE

Valuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . Colliers International Property Advisers UK LLP50 George StreetLondonW1U 7GA

GVA Grimley Limited3 Brindley PlaceBirminghamB1 2JB

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PART 1LETTER FROM THE CHAIRMAN OF EI GROUP

Registered and head office:3 Monkspath Hall Road

SolihullWest Midlands

B90 4SJ

17 January 2019

Directors:Robert Walker (Chairman)Simon Townsend (Chief Executive Officer)Neil Smith (Chief Financial Officer)Adam Fowle (Senior Independent Director)Peter Baguley (Independent Non-Executive Director) Jane Bednall (Independent Non-Executive Director) Marisa Cassoni (Independent Non-Executive Director)

Dear Shareholder,

Proposed Disposal of Commercial Property Portfolioand

Notice of General Meeting

1. Introduction

On 11 January 2019 the Board of Ei Group plc (“Ei Group” or the “Company”), the largest owner and operatorof pubs in the UK, announced that it had entered into sale agreements, subject to Shareholder approval, withTavern Propco Limited in relation to 370 properties comprising public houses and other commercial properties(the “Portfolio”) for expected gross aggregate cash consideration of £348 million.

Tavern Propco Limited (the “Purchaser”) is a newly incorporated private company, which is owned, throughintermediate holding companies, by investment funds managed and/or advised by Davidson Kempner CapitalManagement LP.

In accordance with the Listing Rules, due to the size of the Disposal in relation to the size of the Company, theDisposal constitutes a Class 1 transaction (as defined in the Listing Rules) and requires the approval of theCompany’s Shareholders under the Listing Rules. A notice convening the General Meeting, at which theDisposal Resolution will be proposed, is set out in Part 9 (Notice of General Meeting) of this document.

The General Meeting is to be held at the offices of the Company at 3 Monkspath Hall Road, Solihull, WestMidlands B90 4SJ at 11.45 a.m. on 7 February 2019, or, if later, immediately after the conclusion oradjournment of the Company’s annual general meeting to be held on 7 February 2019 for the purpose ofseeking your approval.

This document describes the background to and reasons for the Disposal, explains why the Board unanimouslyconsiders the Disposal to be in the best interests of Ei Group and its Shareholders as a whole and recommendsthat Shareholders vote in favour of the Disposal Resolution. The principal terms of the Disposal, including thetiming of Completion, are set out in Part 3 (Principal Terms and conditions of the Disposal).

2. Background to and reasons for the Disposal

In May 2015 we announced a new strategy to optimise returns from every asset within the Group’s portfolio ofpubs and other properties. As part of that strategy, we set out our intention to grow our high quality free-of-tiecommercial property portfolio. We have successfully achieved this over the last three years, with the pace ofpubs converting from their existing tied agreements to commercial free-of-tie properties steadily increasing,progressively unlocking the embedded value within these properties.

The Group’s ability to add further value to the Portfolio is low given the limited opportunity we have toinfluence the operation of the properties within the Portfolio. We have therefore been exploring strategicoptions to maximise value for Shareholders in line with the Group’s value-led approach. Following thecompletion of a competitive sales process, your Board has concluded that the Disposal represents the bestmethod to maximise value for Shareholders.

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The Board believes that the Disposal is attractive for the following reasons:

• The Group’s success in growing the income and quality of the Portfolio has resulted in what the Boardbelieves to be a strong valuation for the Portfolio which maximises Shareholder value.

• The sale value represents a 13 times multiple of earnings and is in line with the net book value of theassets, reinforcing the Board’s confidence in the robustness of the net asset value of the Group.

• A significant proportion of the Disposal proceeds will be used to reduce the level of the Group’soutstanding debt, accelerating the delivery of the Group’s medium-term target leverage ratio of 6x net debtto EBITDA.

• Along with the accelerated debt reduction, the Disposal provides the Board with the opportunity toconsider more immediate returns to Shareholders.

• The Disposal also allows the Group flexibility to invest in driving growth in its core Publican Partnerships,Managed Operations and Managed Investments divisions, whilst at the same time identifying properties torebuild its Commercial Properties division.

In summary, the Disposal is in line with the Group’s stated strategy to maximise value for Shareholders andyour Board believes that the Disposal is in the best interests of Shareholders taken as a whole, given the factorsset out above.

3. Principal terms and conditions of the Disposal

The sale of the Portfolio is divided into two tranches and the Sale Agreements in respect of the Portfoliocomprise two conditional sale agreements (the First Tranche Sale Agreement and the Second Tranche SaleAgreement) entered into on 10 January 2019 between the Sellers, the Purchaser and Tavern Subpropco Limited.The First Tranche comprises 348 freehold and leasehold properties. None of these leasehold properties requirelandlord consent to be sold. The Second Tranche comprises 22 leasehold properties (or part leaseholdproperties) where the consent of a superior landlord is required for a sale (which represents approximately 6 percent. of the Portfolio). The Purchaser may direct that certain of the leasehold properties are transferred toTavern Subpropco Limited. The expected gross aggregate consideration due to the Sellers in respect of theDisposal is £348 million, subject to customary rent apportionment mechanics at Completion, and includes adeposit of £33.66 million (representing approximately 10 per cent. of the consideration in respect of the FirstTranche and which was paid upon signing of the Sale Agreements). The aggregate consideration for the FirstTranche is £336.62 million and the Second Tranche is £11.38 million. The consideration for the SecondTranche will be received on a property by property basis.

Completion of the First Tranche is conditional on (i) the approval of this document by the FCA (such approvalhaving been obtained); and (ii) Shareholder approval of the Disposal Resolution required to implement and giveeffect to the transactions contemplated by the First Tranche Sale Agreement. If condition ii) referred to abovedoes not occur within 180 days from the date that the First Tranche Sale Agreement was entered into, then theFirst Tranche Sale Agreement may be terminated by either Ei Group or the Purchaser and the deposit of£33.66 million will be returned to the Purchaser (and any such termination would apply to both the FirstTranche and the Second Tranche).

Each completion in respect of the Second Tranche is conditional on (i) the approval of this document by theFCA (such approval having been obtained); (ii) Shareholder approval of the Disposal Resolution; and (iii) theSellers obtaining the superior landlord consent required for the sale of each Second Tranche leasehold property.The consideration due to the Sellers in respect of the Second Tranche will be paid on an ad hoc basis as andwhen the particular properties that comprise the Second Tranche are individually sold. The Sellers have12 months (calculated from the date the Second Tranche Sale Agreement is entered into) to obtain the requiredsuperior landlord consent referred to in condition (iii) above. If any consents are not obtained within the periodof 12 months, the relevant leasehold properties will be excluded from the Disposal and those properties willcontinue to comprise part of the Commercial Properties division of Ei Group.

If Shareholder approval of the Disposal Resolution is not obtained, the Purchaser has the right to terminate theSale Agreements in which case the Sellers will pay the fees and costs properly incurred by the Purchasersubject to a cumulative cap of £1,000,000 (plus any irrecoverable VAT).

The Sellers have given various warranties to the Purchaser in respect of the Portfolio (and to Tavern SubpropcoLimited in respect of any of those leasehold properties which are transferred to it) including warranties relatingto specific financial information provided to the Purchaser, for example, in respect of total net income per site,rent deposit balances and historic bad debts. No liability shall arise in respect of the financial warranties unless

5

the value of such claim exceeds £20,000 and no claims for breach of the financial warranties may be madeagainst the Sellers until the aggregate amount of such claims exceeds £1.5 million. Warranties have also beengiven in relation to certain non-financial information, for example, none of the properties are tied properties,the validity of premises licences, the absence of disputes in relation to access ways to or from the propertiesand the current use of the properties. No liability shall arise in respect of non-financial warranties unless thevalue of such claim exceeds £5,000 and no claims for breach of the non-financial warranties may be madeagainst the Sellers until the aggregate amount of such claims exceeds £250,000. Notwithstanding the claimthresholds of £1.5 million (financial warranty claims) and £250,000 (non-financial warranty claims), if financialwarranty claims in excess of £1.25 million arise and non-financial warranty claims in excess of £250,000 arisethen these claims may be aggregated in order to bring a claim against the Sellers. The total aggregate liabilityof the Sellers for any and all warranty claims is £35 million. Further details of the Sale Agreements are set outin Part 3 (Principal Terms of the Disposal) of this document.

Ei Group will continue to provide certain management services in respect of the Portfolio for a transitionalperiod of up to 12 months. These transitional services include rent collection, instructing third party agents tocarry out rent reviews and lease renewals and reporting on financial performance of the Portfolio. Furtherdetails of the transitional services agreement are set out in Part 3 (Principal Terms of the Disposal) of thisdocument (the “Transitional Services Agreement”).

4. Information on Ei Group plc

We are the largest pub company in the UK in terms of number of operating sites as at 30 September 2018. Webegan our trading operations in 1991 and had 4,485 operating sites across England and Wales as at30 September 2018. Our revenue and underlying EBITDA for the twelve months to 30 September 2018 were£695 million and £287 million, respectively. Our portfolio of high-quality assets was valued at £3.62 billion asat 30 September 2018, of which 95 per cent. by value, constituted freehold properties. The basis of thevaluation is consistent with prior years with 95 per cent. of the property portfolio valued by independentexternal valuers.

In May 2015, we outlined the results of a fundamental strategic review with the aim of optimising our returnsfrom every asset within our property portfolio. In order to achieve this, we established our new strategic plan(2020 Strategy) to increase our operational flexibility by continuing to reinvigorate our tied leased and tenantedbusiness, which is to remain the core of our business, establishing and expanding our managed pubs anddeveloping our portfolio of free-of-tie commercial properties.

As a result of our implementation of the 2020 Strategy, we now have three reportable segments:

• Publican Partnerships: this segment is our core leased and tenanted business, made up of pubs owned/leased by us and operated by publicans as their own business. As part of their lease or tenancy agreementswith us, publicans also agree to purchase all or some of their beer and other beverages which they requirefor sale at their premises through us, which is referred to as a “tie” arrangement. The PublicanPartnerships segment derives its income predominantly from rental revenue and revenue from supply ofdrinks and gaming machines. As at 30 September 2018, we had 3,718 Publican Partnerships (83 per cent.of our property portfolio based on the number of sites), which accounted for 74 per cent. and 85 per cent.of our total revenue and underlying EBITDA (before central overhead costs) for the twelve months ended30 September 2018, respectively;

• Managed Pubs: this segment includes our Managed Operations division, made up of pubs owned/leasedand operated by us, and our Managed Investments division, made up of joint ventures with experiencedretail partners. The Managed Pubs segment derives its income predominantly from revenue from the retailsale of food and drinks, accommodation and gaming machines. As at 30 September 2018, we had355 Managed Pubs (8 per cent. of our property portfolio based on the number of sites), which accountedfor 22 per cent. and 8 per cent. of our total revenue and underlying EBITDA (before central overheadcosts) for the twelve months ended 30 September 2018, respectively; and

• Commercial Properties: this segment is our free-of-tie pub and non-pub property business. TheCommercial Properties segment derives its income predominantly from rental revenue. As at 30 September2018, we had 412 Commercial Properties (9 per cent. of our property portfolio based on the number ofsites), which accounted for 4 per cent. and 7 per cent. of our total revenue and underlying EBITDA(before central overhead costs) for the year ended 30 September 2018, respectively.

During the periods under review, as part of our implementation of the 2020 Strategy, we have established andgrown our Managed Pubs and Commercial Properties segments and have disposed of a number of

6

underperforming Publican Partnership pubs. We continue to grow our Managed Pubs and CommercialProperties segments by converting assets previously operated within our leased and tenanted business andinvesting in them where appropriate. In order to implement our strategy and provide proceeds to enableinvestment in our more profitable pubs, we have disposed of more than 800 pubs since the beginning of 2015.

5. Summary of the Portfolio

The Portfolio comprises a significant proportion of Ei Group’s Commercial Properties segment. It includes370 public houses and other commercial properties and for the year ended 30 September 2018 it generated netincome of £26 million and with a book value of £347 million. Properties within the Portfolio are leased to thirdparties on commercial property terms.

The Portfolio incorporates predominantly pub assets, which are let to tenants on a commercial free-of-tie basisand also assets that were previously pubs, now converted to an alternative use (such as a convenience store).Tenants are predominately independent public house and restaurant operators along with some householdnames.

Ei Group’s Portfolio Income Statements

Year ended Year ended Year ended30 September 30 September 30 September

2016 2017 2018(£’m) (£’m) (£’m)

(unaudited) (unaudited) (unaudited)Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 0.035 0.031Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12) (9) (5)Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 26 26Overheads . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1) —Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 25 26

Fair value movements on investment properties (non-underlying) (1) 6 14Operating profit before financing costs and tax costs . . . . . . 25 31 40

Notes to income statements of the Portfolio for the financial years ended 30 September 2016, 30 September2017 and 30 September 2018:

(1) Insurance costs have been allocated to the Portfolio sites amounting to £nil. This is consistent with theassumption that insurance costs would be covered by recharges to publicans, consistent with how theGroup operates the Portfolio insurance arrangements, once the Portfolio is separate from the Group.

(2) Items below operating profit primarily relate to finance costs and taxation. An estimate has been includedfor corporation tax within the Portfolio balance sheet as at 30 September 2018 based on the statutory taxrate. Finance costs do not relate to the Portfolio and therefore have not been allocated.

The financial information in this section has been extracted without material adjustment from Part 4 (FinancialInformation Relating to the Portfolio) of this document.

6. Information on the Purchaser

The Purchaser is a newly incorporated private limited company which is owned, through intermediate holdingcompanies, by private investment funds managed and/or advised by Davidson Kempner CapitalManagement LP (DKCM). DKCM is a Securities and Exchange Commission registered global institutionalinvestment management firm with over 30 years of experience, currently managing assets in low volatility,multi-strategy and event-driven strategies. DKCM currently has over US$ 31 billion in assets undermanagement.

7. Use of proceeds, financial effects of the Disposal and strategy of the Continuing Group

The expected net cash proceeds arising from the Disposal are £344.3 million and the Disposal is expected to beinitially dilutive to earnings. The net proceeds will be utilised in accordance with the Group’s capital allocationframework. The majority of the net proceeds is expected to be used to repay Group indebtedness, significantlystrengthening the balance sheet. Disposal proceeds generated from the sale of Portfolio properties within theUnique securitisation must be used in repayment of associated debt (as required under the terms of the Uniquefacility and security package described in paragraph 7.1 of Part 7 (Additional Information) of this document).

7

Approximately £180 million of net proceeds will be generated from the sale of Portfolio properties within theUnique securitisation and will therefore be used in the full repayment of the Class A3 Notes, part repayment ofthe Class A4 Notes and meeting associated costs of approximately £14 million arising on the early repaymentof the Class A3 Notes and Class A4 Notes.

The remaining net proceeds will be available as cash for general corporate purposes. The Board intends to useapproximately £35 million of the remaining net proceeds to repay the outstanding balance on the Group’s£50 million term loan facility agreement (details of which are set out in paragraph 7.1 of Part 7 (AdditionalInformation) of this document), with the balance of approximately £130 million initially being used to reduceamounts drawn under the Group’s £150 million revolving credit facility agreement (details of which are set outin paragraph 7.1 of Part 7 (Additional Information) of this document). The Board plans to assess the mostappropriate methods by which returns to Shareholders can potentially be made. Some of the available netproceeds may be used to fund an additional share buyback programme. Shareholders should note that no finaldecision has yet been made on the timing, amount or structure of any distribution of net cash proceeds, andthere can be no assurance that the Company will be able to implement any such distribution in a tax efficientmanner.

After the Disposal, the Group intends to continue to expand the retained part of the Commercial Propertiesdivision with a view to further future monetisation where this maximises value for Shareholders.

8. Current trading, trends and future prospects for the Continuing Group

The Company published its annual results for the year ended 30 September 2018 on 20 November 2018, whichincluded the following statements about current trading and prospects:

“We are pleased to report our preliminary results for the year ended 30 September 2018, the third completefinancial year following the launch of the Group’s new strategy in May 2015. We have delivered underlyingEBITDA of £287 million, in line with the prior year, despite the continuation of planned asset disposals.Underlying profit before taxation was £122 million, up £1 million on the prior year as lower interest costs,resulting from reduced levels of debt, have offset higher depreciation charges.

The Group has made good progress in each of its three reportable segments: Publican Partnerships, our leasedand tenanted business; Commercial Properties, our free-of-tie and non-pub property business; and ManagedPubs, which include Managed Operations that are 100 per cent. owned by the Group and Managed Investmentsthat are joint ventures with experienced retail partners.

As our business has evolved since we launched our new strategy, we have modified the execution of thatstrategy, reflecting on our experiences to date and also taking account of the rapidly changing marketplace inwhich we operate. At the same time as building a substantial managed business which now comprises355 outlets, with the necessary skills and infrastructure to operate such a business successfully and efficiently,we have grown a high quality, diversified commercial property business comprising 412 sites, predominantlypubs and restaurants but also including a variety of other commercial and residential uses. The Group hascontinued to optimise both its organisational structure and the deployment of resources in order toaccommodate such a transformation, as assets have transferred out of the leased and tenanted estate into themanaged and commercial property estates.

Against this background, it is testament to the skill and professionalism of our operational teams in thePublican Partnerships business, and the strength of relationships that they have built with the vast majority oflessees and tenants, that we have continued to deliver growth in like-for-like net income across the estatethroughout the financial year. In addition to the transition of 180 sites into alternative operating models, thePublican Partnerships team have also accommodated the ongoing complexity of the Pubs Code Regulations2016 (the “Pubs Code”) which came into effect in July 2016 and the Market Rent Only (MRO) option that itprovides, whilst at the same time deploying capital into growth opportunities across the estate and delivering asubstantial range of services and support to our publicans.

As our managed businesses grow in scale, diversity and geographic reach, delivering increased earnings to theGroup, we are able to bring more examples of best practice to bear in our leased and tenanted pub business andutilise our purchasing scale to greater effect to help our publicans grow their sales and reduce their costs. Byadding operational value in this way, and by deploying the Group’s capital to drive earnings growth, we willcontinue to create sustainable value in our two primary businesses of leased and tenanted pubs and wholly-owned Managed Operations.

Separately, through the progressive transfer of selected assets to commercial property lease agreements, we areunlocking the embedded value that resides in such properties. Our ability thereafter to add further value to the

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Portfolio is limited, to the extent that the potential disposal of some, or all, of the Portfolio is likely to realisebest value for shareholders. Similarly, we have built our Managed Investments joint ventures specifically torealise value in selected sites to a much greater extent than would be achievable under our own ManagedOperations, with a clear objective to monetise the value of those businesses when appropriate. We anticipatethat, over time, the Group will realise proceeds which may then be deployed to create further value throughrepayment of debt, investment in our retained businesses or returns to Shareholders.

The new financial year has started well, and the trading performance of our portfolio of businesses, togetherwith the transfer of assets into alternative operating models, is progressing in line with our expectations.

Notwithstanding the current uncertainty which prevails across the UK, and the expectation of rising input costs,the underlying quality, diversity and resilience of our leased and tenanted and wet-led managed estate,combined with our ongoing investment and support, give us confidence that we can continue to deliversustainable growth in like-for-like net income for the full year in our Publican Partnerships and CommercialProperties businesses, and like-for-like sales growth for the full year in our expanding managed housebusinesses.”

There has been no significant change to the current trading and prospects of the Continuing Group since thedate of the statements above. Your Board remains confident in the Continuing Group’s prospects for the currentfinancial year.

9. Risk factors

For a discussion of the risks and uncertainties which you should take into account when considering whether tovote in favour of the Disposal Resolution, please refer to Part 2 (Risk Factors) of this document.

10. General Meeting

You will find set out at the end of this document a Notice of General Meeting convening a General Meeting tobe held at the offices of the Company at 3 Monkspath Hall Road, Solihull, West Midlands B90 4SJ at11.45 a.m. on 7 February 2019 or, if later, immediately after the conclusion or adjournment of the annualgeneral meeting of the Company which is also being held on that day.

At the General Meeting, the Disposal Resolution will be proposed which, if passed, will approve the Disposalsubstantially on the terms and subject to the conditions summarised in Part 3 (Principal Terms and Conditionsof the Disposal) of this document and will authorise the Directors to give effect to the Disposal.

The full text of the Disposal Resolution is included in the Notice of General Meeting, which is set out in Part 9(Notice of General Meeting) of this document.

11. Action to be taken

You will find enclosed with this document a Form of Proxy for use in respect of the Disposal Resolution to beproposed at the General Meeting. Whether or not you intend to be present at the General Meeting, you arerequested to complete the Form of Proxy in accordance with the instructions printed on it, and return itas soon as possible, but in any event so as to be received by Computershare Investor Services PLC, byhand or by post, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 11.45 a.m. on5 February 2019.

Shareholders wishing to appoint a proxy online should visit www.investorcentre.co.uk/eproxy and followthe instructions. To use this service, you will need your Voting ID, Task ID and Shareholder ReferenceNumber printed on the Form of Proxy.

If you hold your Ordinary Shares in CREST, and you wish to appoint a proxy or proxies through the CRESTelectronic proxy appointment service, you may do so by using the procedures described in the CREST Manual(available via www.euroclear.com). In order for a proxy appointment or instruction made using the CRESTservice to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance withEuroclear’s specifications, and must contain the information required for such instruction, as described in theCREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is anamendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmittedso as to be received by the Company’s agent, ID number 3RA50, not later than 11.45 a.m. on 5 February 2019.

The return of a completed Form of Proxy or the giving of a CREST Proxy Instruction will not prevent youfrom attending the General Meeting and voting in person if you so wish and are so entitled.

9

The Disposal Resolution will be decided on a show of hands and the result of the vote will be announced to theLondon Stock Exchange and will appear on the Company’s website, www.eigroupplc.com.

12. Additional information

Your attention is drawn to the additional information set out in Part 7 (Additional Information) of thisdocument. You are advised to read the whole of this document and not just rely on the key summarisedinformation in this letter.

13. Recommendation to Shareholders

The Board has received financial advice from Rothschild & Co on the Disposal, and in giving its financialadvice to the Board, Rothschild & Co has relied on the Board’s commercial assessment of the Disposal.

The Board considers that the Disposal and the passing of the Disposal Resolution are in the best interestsof the Company and its Shareholders taken as a whole. Accordingly, the Board unanimouslyrecommends that Shareholders vote in favour of the Disposal Resolution to be proposed at theGeneral Meeting.

The Directors intend to vote in favour of the Disposal Resolution at the General Meeting in respect of theOrdinary Shares to which they are beneficially entitled (representing approximately 0.53 per cent. of the totalissued share capital of Ei Group as at 15 January 2019, excluding treasury shares, (being the Latest PracticableDate)).

Yours faithfully,

Robert WalkerChairman

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PART 2RISK FACTORS

This section describes the risk factors which are considered by the Directors to be material in relation to theDisposal, the new material risks to the Group as a result of the Disposal and the existing material risks whichmay be affected by the Disposal, as well as the material risks to the Group if the Disposal were not to proceed.However, these should not be regarded as a complete and comprehensive statement of all potential risks anduncertainties. Additional risks and uncertainties not presently known to the Board, or that the Board considersimmaterial, or that the Board considers material to the Group but will not be affected by the Disposal, mayalso adversely affect the Group’s business, results of operations or financial condition. If any or a combinationof the following risks materialise, the Group’s business, financial condition, operational performance, futureperformance and share price could be materially adversely affected. In such circumstances, the market price ofthe Company’s Ordinary Shares could decline and you may lose all or part of your investment. The informationgiven is as of the date of this document and, except as required by the FCA, the London Stock Exchange, theListing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules or any other applicablelaw or regulation, will not be updated.

You should consider carefully the risks and uncertainties described below, together with all other informationcontained in this document before deciding whether to vote in favour of the Disposal Resolution. The risksdescribed below are not set out in any order of priority.

1. Risks relating to the Disposal

Conditions of the Sale Agreements

Completion under the Sale Agreements is conditional upon the approval of the Disposal Resolution. There canbe no assurance that the condition will be satisfied and, accordingly, that completion of the First Tranche andthe Second Tranche will take place. Completion of the sale of each of the properties in the Second Tranche isconditional on superior landlord consent. There can be no assurance that the condition will be satisfied inrespect of all the properties and, accordingly, that completion of each of the properties in the Second Tranchewill take place. If either the First Tranche or all or part of the Second Tranche of the Disposal does notcomplete, any of the risks and uncertainties set out in Section 2 of this Part 2 (Risk Factors) may adverselyaffect the Continuing Group’s business and results.

The separation of the Portfolio from the Continuing Group may be complex and could cause the ContinuingGroup to incur unexpected costs

The process of separating the Portfolio from the Continuing Group may be more complex than expected.

The Continuing Group could incur unexpected additional costs and/or adverse impacts on the functions of itsbusiness as a result of the separation process which could adversely affect its financial condition and the resultsof its operations. The Company’s management may be required to allocate time and resources to the separation.This may limit the management and financial recourses available to the Continuing Group, potentially to thedetriment of the Continuing Group’s overall operational and financial performance.

Risks relating to the Transitional Services Agreement

Upon completion of the First Tranche Sale Agreement, Ei Group and the Purchaser will enter into a separatetransitional services agreement which will provide for the Continuing Group to continue to provide certainmanagement services in respect of the Portfolio to the Purchaser for a transitional period. The ContinuingGroup will incur costs in implementing the terms of the Transitional Services Agreement and the provision ofthese services could impact on the functioning of its continuing business as a result of the fulfilment of itsobligations under the Transitional Services Agreement, which could adversely affect the financial condition andresults of operations of the Continuing Group.

Further details of the Transitional Services Agreement are set out in Part 3 (Principal Terms of the Disposal) ofthis document.

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2. Risks relating to the Disposal not proceeding

If the Disposal does not proceed, the following risks and uncertainties may affect the Group’s business andresults of operations:

Inability to realise value if the Disposal does not complete

The Board believes that the Disposal is in the best interests of Shareholders taken as a whole and that theDisposal currently provides the best opportunity to realise an attractive and certain value for the Portfolio. Ifthe Disposal does not complete, the subsequent value of the Portfolio to the Company may be lower than canbe realised by way of the Disposal. This could result in the financial position of the Group being materiallyworse than the position it would be in if the Disposal completed.

Potential inability to dispose of the Portfolio in the future in favourable or equivalent market circumstances

If the Disposal is not approved by Shareholders, it will become incapable of completion. If this were to occur,there would be no assurance that the Company would be able to dispose of the Portfolio at a later date, infavourable or equivalent market circumstances. The Board has determined that the Disposal offers attractivevalue for Shareholders in the short-term, as well as improving the prospects of the Continuing Group in themedium to long-term.

There may be an adverse impact on the Company’s reputation

If the Disposal does not proceed, there may be an adverse impact on the reputation of the Group due toamplified media scrutiny arising in connection with the attempted Disposal. Any such reputational risk couldadversely affect the Group’s business, financial condition and results of operations.

The Company may not realise all of the perceived benefits of the Disposal

The Company may not be able to realise the perceived benefits of the Disposal set out in Part 1 (Letter fromthe Chairman) of this document. The Company may encounter unforeseen difficulties in achieving theseanticipated benefits and/or these anticipated benefits may not materialise.

3. Risk relating to the Continuing Group

If the Disposal is completed, the following risk and uncertainty may be affected or result as a consequence:

The market price of the Ordinary Shares may go down as well as up

Shareholders should be aware that the value of an investment in the Continuing Group may go down as well asup and can be highly volatile. The price at which the Ordinary Shares may be quoted and the price whichinvestors may realise for their Ordinary Shares will be influenced by a large number of factors, some specificto the Continuing Group and its operations, and some which may affect the pubs and leisure sector as a whole,other comparable companies or publicly traded companies as a whole. The sentiments of the stock marketregarding the Disposal will be one such factor and this, together with other factors, including the actual oranticipated fluctuations in the financial performance of the Continuing Group and its competitors, marketfluctuations, and legislative or regulatory changes in the pubs and leisure sector, could lead to the market priceof Ordinary Shares going up or down.

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PART 3PRINCIPAL TERMS AND CONDITIONS OF THE DISPOSAL

Sale Agreements

1. Parties and structure

The Portfolio is divided into two tranches. The Sale Agreements in respect of 370 freehold and leaseholdproperties (Portfolio) comprise conditional sale agreements entered into on 10 January 2019 between therelevant Sellers (1) the Purchaser (2) and Tavern Subpropco Limited (3) (the First Tranche Sale Agreementand the Second Tranche Sale Agreement). The Sale Agreements are subject to the Standard CommercialProperty Conditions (2nd Edition) provisions (save as may be expressly varied in the Sale Agreements).

The first tranche (First Tranche) comprises 348 freehold and leasehold properties. None of the leaseholdproperties require landlord consent to be sold.

The second tranche (Second Tranche) comprises 22 properties that are held by way of a leasehold interest bythe relevant Sellers (or part leasehold interest) and where the consent of a superior landlord is required inrespect of the sale of the leasehold interest (Consent(s)).

2. Consideration

The expected gross aggregate consideration due to the Sellers in respect of the Disposal is £348 million (TotalConsideration). A deposit of £33.66 million (representing approximately 10 per cent. of consideration payablein respect of the First Tranche) was paid upon signing of the First Tranche Sale Agreement.

Consideration for the First Tranche is £336.62 million, whilst the Second Tranche (in total) is £11.38 million(being the balance of the remaining Total Consideration due after taking into the account the considerationpayable in respect of the First Tranche).

3. Conditions of the Disposal

Completion of the First Tranche Sale Agreement will take place 20 Working Days after the last of thefollowing events has occurred (and the Purchaser being notified of the same):

i) the approval of this document by the FCA so that it complies with the provisions of the ListingRules without the FCA imposing on Ei Group any material obligation or condition (which has beenobtained); and

ii) the passing at a duly convened general meeting of the shareholders of Ei Group of such resolution as maybe necessary to approve, implement and give effect to the transactions contemplated by the First TrancheSale Agreement.

If condition ii) above does not occur within 180 days from the date that the First Tranche Sale Agreement hasbeen entered into then the First Tranche Sale Agreement may be terminated by either the Sellers or thePurchaser and the deposit will be returned to the Purchaser (and any such termination would apply to both theFirst Tranche and the Second Tranche).

Each completion in respect of the Second Tranche Sale Agreement (on a property by property basis) will takeplace 20 Working Days after the last of the following events has occurred (and the Purchaser being notified ofthe same):

i) the approval of this document by the FCA so that it complies with the provisions of the ListingRules without the FCA imposing on Ei Group any material obligation or condition (which has beenobtained);

ii) the passing at a duly convened general meeting of the shareholders of Ei Group of such resolution as maybe necessary to approve, implement and give effect to the transactions contemplated by the SecondTranche Sale Agreement;

iii) the date of actual completion of the First Tranche Sale Agreement; and

iv) the relevant Sellers obtaining the superior landlord consent required for the sale of each Second Trancheleasehold property and (to the extent required) the consent of the holder of any charge over any landlord’sinterest to authorise the assignment of the lease to the Purchaser or Tavern Subpropco Limited, as the casemay be. In respect of one of the properties which is to be sold pursuant to the Second Tranche SaleAgreement, the relevant consent condition, unless waived by the Purchaser, is the grant of an overriding

13

lease in favour of either the Purchaser or Tavern Subpropco Limited on the same material terms as thecurrent lease.

The remaining amount of the Total Consideration due to the Sellers in respect of the Second Tranche will bepaid on an apportioned value basis as and when the particular properties that comprise part of the SecondTranche are sold pursuant to the Second Tranche Sale Agreement on an individual basis.

The relevant Sellers have 12 months (calculated from the date the Second Tranche Sale Agreement has beenentered into) to obtain the relevant consents (condition iv) above).

4. Miscellaneous terms

All transfer taxes (including without limitation) any value added tax, stamp duty land tax and HM LandRegistry fees are the responsibility of the Purchaser.

The Sellers will account to the Purchaser for any rent deposits and other sums held pursuant to the leases whichthe Portfolio is being sold subject to.

If Shareholder approval of the Disposal Resolution is not obtained, the Purchaser has the right to terminate theSale Agreements in which case the Sellers will pay the fees and costs properly incurred by the Purchasersubject to a cumulative cap of £1,000,000 (plus any irrecoverable VAT).

The Sellers have given various warranties to the Purchaser in respect of the Portfolio (and to Tavern SubpropcoLimited in respect of any of those leasehold properties which are transferred to it) including warranties relatingto specific financial information provided to the Purchaser, for example, in respect of total net income per site,rent deposit balances and historic bad debts. No liability shall arise in respect of the financial warranties unlessthe value of such claim exceeds £20,000 and no claims for breach of the financial warranties may be madeagainst the Sellers until the aggregate amount of such claims exceeds £1.5 million. Warranties have also beengiven in relation to certain non-financial warranties, for example, none of the properties is tied, the validity ofpremises licences, the absence of disputes in relation to access ways to or from properties and the current useof such properties. No liability shall arise in respect of the non-financial warranties unless the value of suchclaim exceeds £5,000 and no claims for breach of the non-financial warranties may be made against the Sellersuntil the aggregate amount of such claims exceeds £250,000. Notwithstanding the aggregate claim thresholds of£1.5 million (financial warranty claims) and £250,000 (non-financial warranty claims), if financial warrantyclaims in excess of £1.25 million arise and non-financial warranty claims in excess of £250,000 arise then theseclaims may be aggregated in order to bring a claim against the Sellers. The total aggregate liability of theSellers for any and all warranty claims is £35 million.

5. Governing law

The Sale Agreements are governed by the laws of England.

Transitional Services Agreement

Upon completion of the First Tranche Sale Agreement, Ei Group and the Purchaser will enter into a transitionalservices agreement (Transitional Services Agreement) which will provide for Ei Group to provide certaintransitional services to the Purchaser in respect of the Portfolio. The properties within the Second Tranche willcome within the scope of the Transitional Services Agreement on completion of the sale of each individualproperty pursuant to the Second Tranche Sale Agreement. The services will relate to matters such as:

• dealing with rent collection and payment and the collection of service charges;

• action against accounts which have fallen into arrears;

• performing rent reviews and lease renewals;

• reviewing licence to alter applications;

• dealing with requests to assign leases, estate management;

• estate management (e.g. lettings and disposals); and

• monthly reporting.

The duration of the Transitional Services Agreement will be up to twelve months. (Ei Group will provide theservices for six months unless the Purchaser gives one month’s notice of termination. Once six months haspassed, Ei Group or the Purchaser may give one month’s notice of termination.) Provisions on data protection

14

are included in a schedule to the Transitional Services Agreement and the maximum aggregate liability of EiGroup in respect of a breach of the data protection schedule is capped at £1 million.

Ei Group will commit to providing the Purchaser with support on an ad hoc basis (including during threemonths following termination or expiry of the Transitional Services Agreement) to transition the services to thePurchaser or a third party service provider.

The Transitional Services Agreement sets out the following charges for the services (all amounts beingplus VAT):

a) property management: a fixed fee of £1,200 per site per annum (to be pro-rated if the Transitional ServicesAgreement is for less than 12 months);

b) rent review charge: actual cost quoted by third party (subject to the Purchaser’s prior approval), estimatedto be £3,000 per rent review, plus an incentive of 50 per cent. of any uplift in the annual rent that isachieved;

c) lease renewal charge: actual cost quoted by third party (subject to the Purchaser’s prior approval),estimated to be £4,000 per lease renewal;

d) new lettings: actual cost quoted by third party (subject to the Purchaser’s prior approval), estimated to be10 per cent. of the achieved headline annual rent;

e) disposals: actual cost quoted by third party (subject to the Purchaser’s prior approval), estimated to be1.5 per cent. of gross consideration achieved;

f) security for closed sites: to be agreed between the parties on a site-by-site basis; and

g) amounts payable under third party agent contracts.

In the case of the fees specified above, agents will typically charge a minimum fee on a site-by-site basis andsuch minimum fee will be agreed with the Purchaser prior to any new instructions.

Ei Group may also charge the Purchaser:

a) on a time and materials basis for providing information and assistance in connection with transitioning theservices to the Purchaser or a third party service provider (and any related third party costs, subject toprior approval); and

b) any costs payable to subcontractors in connection with the services (subject to prior approval).

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PART 4FINANCIAL INFORMATION RELATING TO THE PORTFOLIO

1. Nature of financial information

The following historical financial information relating to the Portfolio has been extracted without materialadjustment from the consolidation schedules that underlie the audited consolidated financial information ofEi Group for the years ended 30 September 2016, 30 September 2017 and 30 September 2018. The historicalfinancial information represents the current composition of the Portfolio.

The financial information in this Part 4 (Financial Information relating to the Portfolio) does not constitutestatutory accounts within the meaning of section 434 of the Companies Act. The consolidated statutoryaccounts for Ei Group in respect of each of the financial years ended 30 September 2016, 30 September 2017and 30 September 2018 have been delivered to the Registrar of Companies. The auditor’s reports in respect ofthose statutory accounts were unqualified and did not contain statements under section 498(2) or (3) of theCompanies Act.

The financial information in this Part 4 (Financial Information relating to the Portfolio) has been prepared usingthe IFRS accounting policies used to prepare the consolidated financial statements of Ei Group for the yearended 30 September 2018.

Shareholders should read the whole of this document and not rely solely on the summarised financialinformation in this Part 4 (Financial Information relating to the Portfolio).

The income statements of the Portfolio for the financial years ended 30 September 2016, 30 September 2017and 30 September 2018 and the statement of financial position of the Portfolio as at 30 September 2018 areunaudited financial information and are not reported on by an accountant.

2. Income statements of the Portfolio for the financial years ended 30 September 2016, 30 September2017 and 30 September 2018

Year ended Year ended Year ended30 September 30 September 30 September

2016 2017 2018(£’m) (£’m) (£’m)

(unaudited) (unaudited) (unaudited)Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 0.035 0.031Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12) (9) (5)Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 26 26Overheads . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1) —Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 25 26

Fair value movements on investment properties (non-underlying) . (1) 6 14Operating profit before financing costs and tax costs . . . . . . . 25 31 40

Notes to income statements of the Portfolio for the financial years ended 30 September 2016, 30 September2017 and 30 September 2018:

(1) Insurance costs have been allocated to the Portfolio sites amounting to £nil. This is consistent with theassumption that insurance costs would be covered by recharges to publicans, consistent with how theGroup operates the Portfolio insurance arrangements, once the Portfolio is separate from the Group.

(2) Items below operating profit primarily relate to finance costs and taxation. An estimate has been includedfor corporation tax within the Portfolio balance sheet as at 30 September 2018 based on the statutory taxrate. Finance costs do not relate to the Portfolio and therefore have not been allocated.

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3. Statement of financial position of the Portfolio as at 30 September 2018

As at 30 September 2018 Portfolio£m

(unaudited)Non-current assetsGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Intangible assets: operating lease premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

376Current assetsStock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

10Non-current assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 386

Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11)Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5)Financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Pension scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

(16)Non-current liabilitiesFinancial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22)Pension scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

(22)Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38)Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 348

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PART 5UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE GROUP

SECTION A:UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP

1. Introduction

The unaudited pro forma financial information set out below has been prepared on the basis of the notes set outbelow to illustrate the effect of the Disposal on the net assets of the Group as if the Disposal had taken placeon 30 September 2018. The unaudited pro forma financial information has been prepared on the basis of, andshould be read in conjunction with, the notes set out below.

The unaudited pro forma financial information has been prepared in accordance with Annex II of theProspectus Directive and in a manner consistent with the accounting policies adopted by Ei Group in preparingthe audited consolidated financial statements for the year ended 30 September 2018.

The unaudited pro forma financial information has been prepared for illustrative purposes only and because ofits nature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financialposition or results. It may not, therefore, give a true picture of the Group’s financial position or results nor is itindicative of the results that may, or may not, be expected to be achieved in the future.

The unaudited pro forma financial information does not constitute financial statements within the meaning ofsection 434 of the Companies Act 2006. Shareholders should read the whole of this document and not relysolely on the summarised financial information contained in this Part 5 (Unaudited Pro Forma FinancialInformation relating to the Group).

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2. Unaudited Pro Forma Statement of Net Assets as at 30 September 2018

£mGroup(Note 1)

Portfolio(Note 2)

ExpectedProceeds and

other adjustments(Notes 3, 4 and 5)

ContinuingGroup

Non-current assetsGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304 (28) — 276Intangible assets: operating lease premiums . . . . . . . . . . 9 (1) — 8Property, plant and equipment . . . . . . . . . . . . . . . . . . 3,228 (1) — 3,227Investment properties . . . . . . . . . . . . . . . . . . . . . . . . 368 (346) — 22Trade and other receivables . . . . . . . . . . . . . . . . . . . . 3 — — 3

3,912 (376) — 3,536Current assetsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 — — 3Trade and other receivables . . . . . . . . . . . . . . . . . . . . 55 (5) — 50Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 — — 3Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158 (5) 164 317

219 (10) 164 373

Non-current assets held for sale . . . . . . . . . . . . . . . . . 13 — — 13Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,144 (386) 164 3,922Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . (207) 11 (2) (198)Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . (10) 5 (5) (10)Financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . (186) — 78 (108)Pension scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) — — (1)Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) — — (1)

(405) 16 71 (318)Non-current liabilitiesFinancial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . (2,006) — 88 (1,918)Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) — — (5)Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (174) 22 — (152)Pension scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

(2,185) 22 88 (2,075)Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,590) 38 159 (2,393)Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,554 (348) 323 1,529

(1) The net assets of the Group have been extracted without material adjustment from the audited consolidated financial statements ofthe Group for the financial year ended 30 September 2018.

(2) The net assets of the Portfolio have been extracted without material adjustment from the unaudited statement of financial positionas at 30 September 2018, as set out in Part 4 (Financial Information relating to the Portfolio) of this document.

(3) A current corporation tax payable amount of £5 million has been estimated for the Portfolio based on the income statement of thePortfolio for the year ended 30 September 2018 and using the statutory corporation tax rate of 19 per cent. and included in thestatement of financial position of the Portfolio as set out in Part 4 (Financial Information relating to the Portfolio) of thisdocument. This has been adjusted in the Pro forma since it remains a liability for the Continuing Group at 30 September 2018.

(4) A liability of £2 million has been included within trade and other payables for future lease commitments relating to Portfolioproperties to remain within the Continuing Group.

(5) As described in Part 1 of this document, the expected gross aggregate cash consideration for the Disposal is £348 million.Transaction costs are expected to be £4 million resulting in net cash proceeds of £344 million. Of the net cash proceeds,£166 million is required to repay the Class A3 Notes and the Class A4 Notes as well as the associated early redemption penaltyof approximately £14 million. The Board plans to assess the most appropriate use of the remaining £164 million of net cashproceeds. The Board’s current intention is that approximately £35 million is expected to be used to repay the outstanding balanceon the Group’s £50 million term loan with the balance of £129 million expected to be used to repay the drawn balance under theGroup’s revolving credit facility and increase the Group’s cash balance. On the basis that the repayment will be a partialrepayment of the net £115 million drawn down after 30 September 2018 to the date of this document, and the fact that nodecision has been made on the timing, amount or structure of any potential distribution of the remaining proceeds of£164 million, the full £164 million has been recorded in cash.

(6) 22 of the Properties to be sold (representing 5.9 per cent. of the Portfolio) and £9 million (2.7 per cent. by book value) aresubject to a requirement to obtain a superior landlord consent. This will lead to receipt of approximately £11 million of theproceeds of sales being potentially received after Completion of the First Tranche on a property by property basis, subject tosatisfaction of the conditions described in Part 3 of this document.

(7) No adjustment has been made to reflect the trading or results of the Group or Portfolio since 30 September 2018.

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SECTION B:ACCOUNTANTS’ REPORT ON UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

20

Ernst & Young LLPNo. 1 Colmore SquareBirminghamB4 6HQ

Tel: + 44 121 535 2000Fax: + 44 121 535 2001ey.com

The DirectorsEi Group plc,3 Monkspath Hall RoadSolihull, West MidlandsB90 4SJ

17 January 2019

Dear Sirs

Reporting accountant services in connection with the preparation of aclass 1 circular in accordance with the Listing Rules of the FCA

We report on the pro forma statement of net assets (the “Pro Forma Financial Information”) set out inPart 5 of the Circular dated 17 January 2019, which has been prepared on the basis described in notes1 to 7, for illustrative purposes only, to provide information about how the Transaction might haveaffected the financial information presented on the basis of the accounting policies adopted by Ei Groupplc (the “Company”) in preparing the financial statements for the period ended 30 September 2018. Thisreport is required by Listing Rule 13.3.3R and is given for the purpose of complying with that rule and forno other purpose.

Save for any responsibility which we may have to those persons to whom this report is expresslyaddressed and which we may have to ordinary shareholders as a result of the inclusion of this report inthe Circular, to the fullest extent permitted by law we do not assume any responsibility and will notaccept any liability to any other person for any loss suffered by any such other person as a result of,arising out of, or in connection with this report or our statement, required by and given solely for thepurposes of complying with Listing Rule 13.4.1R (6), consenting to its inclusion in the Circular.

ResponsibilitiesIt is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information inaccordance with Listing Rule 13.3.3R.

It is our responsibility to form an opinion, as required by Listing Rule 13.3.3R as to the propercompilation of the Pro Forma Financial Information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by uson any financial information used in the compilation of the Pro Forma Financial Information, nor do weaccept responsibility for such reports or opinions beyond that owed to those to whom those reports oropinions were addressed by us at the dates of their issue.

Basis of opinionWe conducted our work in accordance with the Standards for Investment Reporting issued by theAuditing Practices Board in the United Kingdom. The work that we performed for the purpose of makingthis report, which involved no independent examination of any of the underlying financial information,consisted primarily of comparing the unadjusted financial information with the source documents,

21

considering the evidence supporting the adjustments and discussing the Pro Forma FinancialInformation with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considerednecessary in order to provide us with reasonable assurance that the Pro Forma Financial Informationhas been properly compiled on the basis stated and that such basis is consistent with the accountingpolicies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practicesgenerally accepted in other jurisdictions and accordingly should not be relied upon as if it had beencarried out in accordance with those standards and practices.

OpinionIn our opinion:

1.

2. such basis is consistent with the accounting policies of the Company.

Yours faithfully

Ernst & Young LLP

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PART 6VALUATION REPORTS

23

Our Ref: PC11

17 January 2019

The Directors Ei Group plc 3 Monkspath Hall Road Solihull West Midlands B90 4J

NM Rothschild & Sons Limited New Court St Swithin’s Lane London EC4N 8AL

Dear Sirs

196 ASSETS OWNED BY Ei GROUP AND ITS SUBSIDIARIES

INTRODUCTION

In accordance with your instructions, confirmed to us in a letter of engagement dated 13 December 2018, GVA Grimley Ltd (hereafter referred to as either ‛‛GVA” or ‛‛we”) have undertaken valuations (the ‛‛Valuations") of 196 properties (the ‛‛Properties and each a ‛‛Property”) which are currently within the ownership of subsidiaries of Ei Group plc (the ‛‛Company”) and which form part of a portfolio of 370 similar properties (the ‛‛Portfolio”).

This report (the ‛‛Report”) has been prepared for a Regulated Purpose as defined in the RICS Valuation - Global Standards 2017 (the ‛‛Red Book”). We understand that the Report and its Appendices is required for inclusion in the Class 1 Circular (the ‛‛Circular”) to be issued to the Company’s shareholders and which is to be published today by the Company in connection with a proposed sale of the Portfolio to Tavern Propco Limited (or another member of the Tavern Propco group)” under the ‛‛Project Tavern” process (the ‛‛Purpose”).

The Report is a condensed version prepared in accordance with the requirements of the Financial Conduct Authority (‛‛FCA”) rules.

STATUS OF VALUER AND CONFLICT OF INTEREST

We confirm that the Valuations have been made in accordance with the appropriate sections of the Red Book including UK Appendix 7 relating to Reports prepared for inclusion in a circular.

The Properties have been valued by Peter Constantine FRICS and Gavin Brent MRICS who each fall within the requirements as to competence as set out in PS 2 of the Red Book and who are both valuers registered in accordance with the RICS Valuer Registration Scheme (‛‛VRS”). We

One Kingsway Cardiff CF10 3AN

T: +44 (0)8449 02 03 04 F: +44 (0)2920 248 900

gva.co.uk

GVA is the trading name of GVA Grimley Limited registered in England and Wales number 6382509. Registered office, 3 Brindleyplace, Birmingham B1 2JB

Regulated by RICS

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confirm that we have the knowledge, skills and understanding to undertake the Valuations competently.

In order to comply with these Valuation Standards our files may be subject to monitoring by the RICS.

We confirm that we have undertaken the Valuations in the capacity of External Valuer.

Although part of the Portfolio, the Properties have been valued as individual assets.

DISCLOSURE

GVA has valued the Properties annually since 1993 for inclusion in the Company’s financial statements, most recently in a valuation report dated 29 October 2018.

We confirm that GVA comply with the requirements of independence and objectivity under PS 2.4 and that we have no conflict of interest in acting on behalf of the Company in this matter.

The total fees earned by GVA for the Company during 2018 account for less than 5% of GVA total fee income.

BASIS OF VALUE

The basis of the valuation for the purpose of the rules of the FCA is Market Value which is defined in the Red Book as;

‛‛The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

THE PROPERTIES

The 196 Properties are distributed across England and parts of Wales, and include freehold and leasehold properties all of which are, or were originally, used as Public Houses. A number of the Properties have been converted or redeveloped as convenience stores, or other commercial uses.

The Properties are held as investments with the exception of 3 properties which are currently vacant and non-income producing.

Details of the Properties are included in the full version of this Report which is available for inspection.

INVESTIGATIONS

We confirm that all of the properties have been inspected within the last three years by qualified surveyors employed by GVA.

ASSUMPTIONS AND SOURCES OF INFORMATION

An Assumption as stated in the glossary to the Red Book is a ‛supposition taken to be true’ (‛‛Assumption”) . Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a Valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, the Company has confirmed that our Assumptions are correct so far as they aware. In the event that any these Assumptions prove to be inaccurate or incorrect then our valuations should be reviewed.

The Assumptions we have made for the purposes of our Valuations are referred to later in this Report.

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We have relied upon the information provided to us by the Company and its professional advisers.

We have assumed that the information provided is accurate and that we have been supplied with all the information that has a material effect upon the value of the Properties.

Furthermore, we have assumed that any information supplied can, if necessary, be verified. Should any of the information provided be found to be inaccurate or incomplete there could be a variation in value.

REPAIR

We have not carried out building surveys of the Properties, neither have we tested the drains nor service installations in the buildings as this was outside the scope of our instructions. Where we have noted defects or items of disrepair during the course of our inspections, they have been reflected in our valuation.

We have assumed that, other than as noted during our inspections, the Properties are in good repair and that there are no material defects or faults which adversely impact value.

ENVIRONMENTAL MATTERS

We have not carried out any soil, geological or other tests or surveys in order to ascertain the site conditions or other environmental conditions of the Properties. In many cases, we have been provided with copies of reports that have been prepared at the time of acquisition. With regard to the other Properties, unless we have been informed to the contrary, we have assumed that there are no unusual ground conditions, contamination, pollutants or any other substances which may be environmentally harmful.

STATUTORY REQUIREMENTS AND PLANNING

We have assumed that the current use of each Property is in accordance with consents, permissions granted under relevant planning and licensing law, and that there are no proposals for highway works, development schemes or other planning matters that could affect property values.

We have assumed that each Property has been constructed in full compliance with relevant planning and building regulations and that, where necessary, they have the benefit of current fire certificates. Similarly, we have also made an Assumption that the Properties are not subject to any outstanding statutory notices as to their construction, use or occupation.

TENURE

We understand that 173 of the Properties are of freehold tenure, whilst the remaining 23 Properties are held on leases with unexpired terms of between 7 and 682 years. We are not aware of any adverse, restrictive or unduly onerous covenants affecting any Property, and have assumed that none exist.

We have not been provided with copies of Reports on Title or Reports on the Head Leases, but have received, and have relied upon, summary information provided by the Company.

No allowance has been made in our Valuations for any charges, mortgages or amounts owing on the Properties nor for any expenses or taxation which may be incurred in effecting a sale. It is assumed that the Properties are free from major or material encumbrances, restrictions or outgoings of an onerous nature which could affect their value.

The interpretation of the legal documents/disputes is a matter for lawyers and as such we accept no responsibility or liability for the true interpretations of the legal position.

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LETTINGS

We have generally been provided with a summary of the occupational leases and tenancies, and have relied upon that information. We understand that the leases are generally drawn on a full repairing and insuring basis, and that they do not contain any ties for the purchase of drinks or other items.

We have assumed that all rents and other payments due by virtue of the leases have been paid to date, and that there are no pending proceedings for the forfeiture or surrender of any lease or tenancy.

TAXATION AND COSTS

We have not made any adjustments to reflect any liability to taxation that may arise on disposals, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise on disposals.

COVENANT STATUS OF TENANTS

The Properties are, or are intended to be, let to operators. In a number of cases these tenants are recognised corporate entities where publicly available Company Reports and ratings are available to us, but in most instances the tenant is a sole trader or small company with little or no perceived covenant strength. We are not accountants or financial experts and we have not undertaken a detailed investigation into the financial status of any tenant, however our opinion of value is based in part on our assessment of the investment market’s perception of the covenant strength of the tenant(s), and reflect the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness.

VALUATION APPROACH

The Properties are generally well established businesses which are income generating investments, and we have typically adopted an income approach to valuation using the Income Capitalisation Method as the primary valuation method.

Full purchaser’s costs have been adopted in respect of the Properties including SDLT, legal and professional Fees and VAT as appropriate.

DATE OF VALUATION

The valuations are as at 8th January 2019

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VALUATION

On the bases, assumptions and qualifications detailed below, we are of the opinion that the aggregate of the individual Valuations of the Market Value, as at 8th January, of the 196 Properties is;

£166,870,000 (One hundred & sixty six million eight hundred & seventy thousand pounds)

of which freehold Properties account for

£157,850,000 (One hundred & fifty seven million eight hundred & fifty thousand pounds)

And leasehold Properties account for

£9,020,000 (Nine million & twenty thousand pounds)

The aforementioned valuation figures represent the aggregate of the individual Valuations of each Property and should not be regarded as the value of the Portfolio in the context of a sale as a single lot.

EFFECT OF UK REFERENDUM ON CONTINUED MEMBERSHIP OF THE EUROPEAN UNION

Following the referendum on the United Kingdom’s continued membership of the European Union held on 23 June 2016, whereby the citizens of the United Kingdom voted by a majority in favour of the United Kingdom leaving the European Union, there has been a period of negotiation of the terms of the UK’s exit from, and the future trade and other relationship with, the EU after the anticipated leave date of 29 March 2019.

Over the coming weeks and months, particularly until an exit deal is ratified by the UK Parliament, we consider that the markets will demonstrate volatility which will potentially be manifested as weakened exchange rates, reduced demands and a fall in risk appetite. There could be a “knock on” effect on equities, commodities, trade and consumer markets. All property owners, occupiers, investors and lenders should be mindful of this and exercise caution when making financial decisions.

Therefore, in accordance with VPGA 9.2.6 of the Red Book less certainty can currently be attached to our opinions of value, and this should be reflected in any decisions taken, and accordingly, we refer you to our comments above regarding valuation certainty and recommend that the values reported herein are kept under regular review.

GENERAL ASSUMPTIONS AND DEFINITIONS

The Properties have been valued on the basis of the General and Special Assumptions and Definitions set out in this Report and in Appendix 1.

RELIANCE ON THIS REPORT

This Report may only be relied upon by the Company and its shareholders, and by NM Rothschild & Sons Limited in its capacity as sponsor and adviser to the Company. No reliance may be placed on the Report, or any part of it, by any party for any purpose other than in connection with the stated Purpose.

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DISCLAIMER

We have prepared this Report for inclusion in the Circular and save as provided in this Report we specifically disclaim liability to any person in the event of any omission from or false or misleading statement included within the Circular, other than in respect of the information provided within this Report. We do not make any warranty or representation as to the accuracy of the information in any other part of the Circular other than as expressly made or given by GVA in this Report.

LIABILITY AND PUBLICATION

We have relied upon data supplied by the Company or its professional advisers which we assume to be true and accurate. GVA takes no responsibility for inaccurate client supplied data and subsequent conclusions related to such data.

The Report may only be published in the Circular, in its entirety, and in a form and context which has previously been agreed with GVA.

We confirm that we have been provided with a draft of the Circular which includes this Report, and we consent to its publication in the form and context of the Circular.

For the avoidance of doubt, this Report is provided by GVA Grimley Ltd and no Director or or employee assumes any personal responsibility for it nor shall owe a duty of care in respect of it.

Yours faithfully

Peter Constantine FRICS Regional Senior Director 029 2024 8932 peter.constantine@gva.co.uk For and on behalf of GVA Grimley Limited

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APPENDIX 1

GENERAL ASSUMPTIONS AND DEFINITIONS

The valuations have been prepared in accordance with the RICS Valuation – Global Standards 2017 prepared by the Royal Institution of Chartered Surveyors.

The valuations have been prepared by a suitably qualified valuer, as defined by PS 2.3 of the Professional Standards, on the basis set out below:

Market Value (“MV”)

Valuations based on Market Value, have been prepared in accordance with VPS 4.1.2 of the Professional Standards issued by The Royal Institution of Chartered Surveyors, which is defined as follows:

‛The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’

The interpretative commentary on Market Value, as published by the International Valuation Standards Council (‛‛IVSC “), has been applied.

Fair Value

Valuations base on Fair Value shall adopt one of the two definitions in accordance with VPS 4.1.5 of the Professional Standards.

1. The definition adopted by International valuation Standards (‛‛IVS“) in IVS Frameworkparagraph 38.

2. ‛The estimated price for the transfer of an asset or liability between identified knowledgeableand willing parties that reflects the respective interest of those parties’.

3. The definition adopted by the International Accounting Standards Board (‛‛IASB“) in IFRS 13.

‛The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date’.

It is important to recognise that the two definitions of Fair Value are not the same. Valuations prepared for financial reporting purposes under IFRS require the adoption of the IASB definition and IFRS 13 will apply.

The guidance in IFRS 13 includes:

‛ The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. A fair value measurement requires an entity to determine all the following:

(a) the particular asset or liability that is the subject of the measurement (consistently with itsunit of account)

(b) for a non-financial asset, the valuation premise that is appropriate for the measurement(consistently with its highest and best use)

(c) the principal (or most advantageous) market for the asset or liability

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(d) the valuation technique(s) appropriate for the measurement, considering the availabilityof data with which to develop inputs that represent the assumptions that marketparticipants would use when pricing the asset or liability and the level of the fair valuehierarchy within which the inputs are categorised.

The references in IFRS 13 to market participants and a sale make it clear that, for most practical purposes, Fair Value is consistent with the concept of Market Value.

Fair Value in accordance with IFRS 102

For valuations prepared for the purposes of UK Generally Accepted Accounting Principles (‛‛UK GAAP“) we have provided an opinion of Fair Value as defined within FRS 102. This is defined as follows:

‛‛The amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm’s length transaction.“

For most practical purposes, the concept of knowledgeable, willing parties and an ‛‛arm’s length transaction” means that this definition of Fair Value is accepted to be reasonably consistent with the concept of Market Value and Fair Value adopted by the IASB in accordance with IFRS 13.

Existing Use Value (‛‛EUV“)

If we have provided an opinion of Existing Use Value, this has been arrived at in accordance with UKVS 1.3 of the Professional Standards, which is defined as follows:

‛The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing wherein the parties had acted knowledgeably, prudently and without compulsion, assuming that the buyer is granted vacant possession of all parts of the asset required by the business and disregarding potential alternative uses and any other characteristics of the asset that would cause its Market Value to differ from that needed to replace the remaining service potential at least cost.’

The basis ignores any element of hope value for an alternative use, any value attributable to goodwill and any possible increase in value due to special investment or financial transactions (such as sale and leaseback) which would leave the owner with a different interest from the one which is valued. However, it includes any value attributable to any possibilities of extensions or further buildings on undeveloped land or redeveloped of existing buildings (all for the existing planning use) providing such construction can be undertaken without major interruption to the continuing business.

Depreciated Replacement Cost (‛‛DRC”)

If we have provided a valuation based on Depreciated Replacement Cost, as set out in UKGN 2.2.3 of the Professional Standards, this has been arrived at in accordance with the definition settled by the International Valuation Standards Committee, as follows:

‛The current cost of replacing an asset with its modern equivalent asset less deductions for physical deterioration and all relevant forms of obsolescence and optimisation’.

International Accounting Standards stipulate that DRC may be used as a basis for reporting the value of Specialised Property in Financial Statements. DRC is recognised as a basis only for this purpose. For other purposes, DRC may be used as a method to support a valuation reported on another basis.

Investment Value (or Worth)

Where we have been instructed provide valuations based on Investment Value or Worth, we have done so in accordance with VPS 4.1.4 of the Professional Standards issued by the Royal Institution of Chartered Surveyors, which is the definition settled by IVCS:

‛Investment value is the value of an asset to the owner or a prospective owner for individual investment or operational objectives’.

This is an entity-specific basis of value. Although the value of an asset to the owner may be the same as the amount that could be realised for its sale to another party, this basis of value reflects the benefits received by an entity from holding the asset and, therefore, does not necessarily involve a

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hypothetical exchange. Investment value reflects the circumstances and financial objectives of the entity for which the valuation is being produced. It is often used for measuring investment performance. Differences between the investment value of an asset and its market value provide the motivation for buyers or sellers to enter the marketplace.

Market Rent (‛‛MR”)

Valuations based on Market Rent, as set out in VPS 4.1.3 of the Professional Standards, adopt the definition as settled by the International Valuation Standards Committee, which is as follows:

‛The estimated amount for which an interest in real property should be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.’

MR will vary significantly according to the terms of the assumed lease contract. The appropriate lease terms will normally reflect current practice in the market in which the property is situated, although for certain purposes unusual terms may need to be stipulated. Matters such as the duration of the lease, the frequency of rent reviews, and the responsibilities of the parties for maintenance and outgoings, will all impact on MR. In certain States, statutory factors may either restrict the terms that may be agreed, or influence the impact of terms in the contract. These need to be taken into account where appropriate. The principal lease terms that are assumed when providing MR will be clearly stated in the report.

Rental values are provide for the purpose described in this report and are not to be relied upon by any third party for any other purpose.

Rental Assessment

Unless stated otherwise with the Report, our valuations have been based upon the assumption that rent is to be assessed upon the premises as existing at the date of our inspection.

Building Reinstatement Cost (‛‛BRC”)

If we have prepared a BRC, we will not have carried out a detailed cost appraisal and the figures should therefore be considered for guidance purposes only and thus should not be relied upon as the basis from which premiums are calculated for obtaining building insurance.

Purchase and Sale Costs

No allowance has been made for legal fees or any other costs or expenses which would be incurred on the sale of the property.

We have, however, where appropriate and in accordance with market practice for the asset type, made deductions to reflect purchasers’ acquisition costs. Trading related properties, however, are usually valued without deducting costs of purchase.

Where appropriate, purchases’ costs in England, Wales and Northern Ireland are calculated at 1.8 per cent for professional fees inclusive of VAT together with Stamp Duty Land Tax calculated as follows:

Up to £150,000 0%

The next £100,000 (the portion from £150,001 to £250,000 2%

The remaining amount (the portion above £250,000 5%

In respect of residential property, Stamp Duty Land Tax is charged at increasing rates for each portion of the price. There will be no payment for the first £125,000 of the property value; two per cent will be charged on the next £125,000; five per cent on the next £675,000: 10 per cent on the next £575,000; and 12 per cent on the remaining value (above £1,500,000). In addition, a purchaser would expect to pay the standard 1.80 per cent agents’ and solicitors’ costs (inclusive of VAT).

Stamp Duty on residential properties over £500,000 which are bought via a company is payable at 15 per cent giving purchasers’ acquisition costs of 16.8 per cent.

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For commercial properties in Scotland, purchaser’s acquisition costs are calculated at 1.8 per cent for professional fees inclusive of VAT together with Land and Buildings Transaction Tax (LBTT- Equivalent of Stamp Duty Land Tax in England and Wales). This is a progressive tax which is applied to commercial land and buildings and is determined by reference to a percentage of the Market Value. Up to and including £150,000, the LBTT rate is 0 per cent, between £150,001 and £350,000 the rate applicable to this proportion is three per cent, and any amount above £350,000 is charged at four and half per cent.

In respect of residential property in Scotland, LBTT is charged at increasing rates for each portion of the price. There will be no payment for the first £145,000 of the property value; two per cent will be charged on the next portion up to £250,000; five per cent on the portion between £250,000 and £325,000; 10 per cent on the next portion between £325,000 and £750,000; and 12 per cent on the remaining value (above £750,000). In addition, a purchaser would expect to pay the standard 1.80 per cent agents’ and solicitors’ costs (inclusive of VAT).

It should be noted, however, that for properties of an unusually large lot size it is common market practice that a purchaser would not expect to pay the standard 1.80 per cent agents’ and solicitors’ costs (inclusive of VAT). Accordingly, we may consider in these instances that it is appropriate to adopt a reduced rate.

Measurements

Where we have measured the property, measurements and floor areas have been arrived at in accordance with the current edition of RICS Property Measurement issued by the Royal Institution of Chartered Surveyors.

Accordingly, where appropriate, measurements have been taken, and floor areas calculated in accordance with either the Code of Measuring Practice or in the case of office properties, the International Property Measurement Standard (‛‛IPMS”) both of which currently form part of RICS Property Measurement.

Although every reasonable care has been taken to ensure the accuracy of the surveys there may be occasions where due to tenant’s fittings, or due to restricted access professional estimations may have been made.

Floor area and measurement tolerances can vary, but the subjective elements of the IPMS can be expected to lead to variations in accuracy much greater than the currently accepted ‛‛Industry Standard” tolerance to one per cent to two per cent which might normally be anticipated. Accordingly, this could lead to a greater uncertainty affecting the Market Rent and Market Value that would normally be expected.

Floor areas set out in our Report are provided for the purpose described herein and are not to be relied upon by any third party for any other purpose.

Condition

Unless otherwise stated within the Report, we have not carried out a building survey, nor have we inspected the woodwork or other parts of the structures which are covered, unexposed or inaccessible and we are, therefore, unable to report that such parts of the property are free from rot, beetle or other defects.

Where we have noticed items of disrepair during the course of our inspections, they have been reflected in our valuations, unless otherwise stated.

We have assumed that none of the materials commonly considered deleterious as set out in the British Property Federation and British Council of Offices’ sponsored report ‛‛Good Practice in the Selection of Construction Materials “, are included within the property. These include, inter alia the following:

• High alumina cement concrete• Asbestos• Calcium chloride as a drying agent• Wood wool slabs as permanent shuttering• Polystyrene and polyurethane used as insulation in cladding

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None of the services, drainage or service installations was tested and we are, therefore, unable to report upon their condition.

Environmental Matters

Unless otherwise stated within the Report, we have not carried out soil, geological or other tests or surveys in order to ascertain the site conditions or other environmental conditions of the property. Unless stated to the contrary within the Report, our valuation assumes that there are no unusual ground conditions, contamination, pollutants or any other substances that may be environmentally harmful.

Fixtures and Fittings

In arriving at our opinions of value, we have disregarded the value of all process-related plant, machinery, fixtures and fittings and those items which are in the nature of tenants’ trade fittings and equipment. We have had regard to landlords’ fixtures such as lifts, escalators, central heating and air conditioning forming an integral part of the buildings.

Where properties are valued as an operational entity and include the fixtures and fittings, it is assumed that these are not subject to any hire purchase or lease agreements or any other claim on title. No equipment or fixtures and fittings have been tested in respect of Electrical Equipment Regulations and Gas Safety Regulations and we assume that where appropriate all such equipment meets the necessary legislation. Unless otherwise specifically mentioned, the valuation excludes any value attributable to plant and machinery.

Tenure, Lettings and Reports on Title and/or Tenancies

Unless otherwise stated, we have not inspected the title deeds, leases and related legal documents and, unless otherwise disclosed to us, we have assumed that there are no onerous or restrictive covenants in the titles or leases which would affect the value.

Where we have not been supplied with leases, unless we have been advised to the contrary, we have assumed that all the leases are on a full repairing and insuring basis and that all rents are reviewed in an upwards direction only, at the intervals notified to us, to the full open market value.

We have assumed that no questions of doubt arise as to the interpretation of the provisions within the leases giving effect to the rent reviews.

We have disregarded any inter-company lettings and have arrived at our valuations of such accommodation on the basis of vacant possession.

If a solicitors’ Report on Title and/or Tenancies has been provided to us, our valuation will have regard to the matters therein.

Covenant Status of the Tenant/Tenants

In the case of property that is let, our opinion of value is based on our assessment of the investment market’s perception of the covenant strength of the tenant(s). This has been arrived at in our capacity as valuation surveyors on the basis of information that is publicly available. We are not accountants or financial experts and we have not undertaken a detailed investigation into the financial status of the tenants. We have, however, reviewed where possible third party commentary on the principal tenants. Our valuations reflect they type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness.

Arrears

We have assumed that all rents and other payments payable by virtue of the leases have been paid to date.

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Taxation

Whilst we have had regard to the general effect of taxation on market value, we have not taken into account any liability for tax which may arise on a disposal, whether actual or notional, and neither have we made any deductions for Capital Gains Tax, Valued Added Tax or any other tax.

Mortgages

We have disregarded the existence of any mortgages, debentures or other charges to which the properties may be subject.

Operational Entities

Where the properties are valued as an operational entity and reference has been made to the trading history or trading potential of the property, reliance has been placed on information supplied to us. Should this information subsequently prove to be inaccurate or unreliable, the valuations reported could be adversely affected.

Local Authorities, Statutory Undertakers and Legal Searches

We have not made any formal searches or enquiries in respect of the property and are therefore unable to accept any responsibility in this connection. We have, however, made informal enquiries of the local planning authority in whose areas the property is situated as to whether or not they are affected by planning proposals. We have not received a written reply and, accordingly, have had to rely upon information obtained verbally.

We have assumed that all consents, licences and permissions including, inter alia, fire certificates, enabling the property to be put to the uses ascertained at the date of our inspection have been obtained and that there are not outstanding works or conditions required by lessor or statutory, local or other competent authorities.

Energy Performance Certificates

The European Energy Performance Directive requires that whenever buildings are constructed, sold or let, they are to be certified tin terms of their energy performance and given an energy efficiency ratings. In the UK, Energy Performance Certificates (‛‛EPCs”) are now compulsory for the sale or letting of all commercial and residential properties.

In arriving at our opinion of value, unless we have been provided with an EPC or EPCs with regard to the property or properties, we have assumed that if an EPC or EPCs were to have been available, its rating would not have had a detrimental impact upon our opinion of the property’s market rent and or capital value.

The Smoke and Carbon Monoxide Alarm (England) Regulations 2015

Part 2, Regulation 4 of The Smoke and Carbon Monoxide Alarm (England) Regulations 2015 came into effect on 1 October 2015.

Any premises occupied under an Assured Shorthold Tenancy (within the meaning of Chapter 2 of Part 1 of the Housing Act 1988) must have working smoke and carbon dioxide alarms. It is the landlord’s responsibility to ensure these are fitted and checked before every new tenancy.

Where we have inspected residential accommodation as part of our valuation, we have not tested any alarms or installations as this is beyond the scope of our instructions. Accordingly, unless advised to the contrary, we have assumed that the property complies with, and will continue to comply with, the legislation.

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Defective Premises Act, Health & Safety At Work Act and Disability At Work Act

Our valuations do not take account of any rights, obligations or liabilities, whether prospective or accrued, under the Defective Premises Act 1972. Unless advised to the contrary, we have assumed that the properties comply with, and will continue to comply with, the current Health & Safety and Disability legislation.

Insurance

In arriving at our valuation we have assumed that the premises are capable of being insured by reputable insurers at reasonable market rates. If, for any reason, insurance would be difficult to obtain or would be subject to an abnormally high premium, it may have an effect on value.

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Colliers International is the licensed trading name of Colliers International Property Advisers UK LLP which is a limited liability partnership

registered in England and Wales with registered number OC385143. Our registered office is at 50 George Street, London W1U 7GA.

Our Ref 190117 RP JS Project Tavern - Class 1 Circular Report

50 George Street London W1U 7GA

www.colliers.com/uk

DDI +44 207 487 1670MOBILE +44 7917 260054MAIN +44 20 7935 4499FAX +44 207 487 1805EMAIL james.shorthouse@colliers.com

17 January 2019

The Directors Ei Group plc 3 Monkspath Hall Road Solihull West Midlands B90 4SJ

NM Rothschild & Sons Limited New Court St Swithin’s Lane London EC4N 8AL

Dear Sirs,

174 ASSETS OWNED BY EI GROUP PLC AND ITS SUBSIDIARIES

INTRODUCTION In accordance with instructions from Ei Group plc, confirmed to us in a letter of engagement dated 8 January 2019, Colliers International Property Advisers UK LLP (hereafter referred to as either “Colliers” or “we”) have undertaken valuations (“the “Valuations”) of 174 properties (the “Properties” and each a “Property”) which are currently within the ownership of subsidiaries of Ei Group plc (the “Company”) and which form part of a portfolio of 370 similar properties (the “Portfolio”).

This report (the “Report”) has been prepared for a Regulated Purpose as defined in the RICS Valuation – Global Standards 2017 (the “Red Book”). We understand that the Report and its Appendices is required for inclusion in the Class 1 Circular (the “Circular”) to be issued to the Company’s shareholders and which is to be published today by the Company in connection with a proposed sale of the Portfolio to Tavern Propco Limited (or another member of the Tavern Propco group) under the “Project Tavern” process (the “Purpose”).

The Report is a condensed version prepared in accordance with the requirements of the Financial Conduct Authority (“FCA”) rules.

STATUS OF VALUER AND CONFLICTS OF INTEREST We confirm that the Valuations have been made in accordance with the appropriate sections of the Red Book including UK Appendix 7 relating to reports prepared for inclusion in a circular.

The Properties have been valued by J C A Shorthouse BSc FRICS and P Macaulay BSc (Hons) MRICS who each fall within the requirements as to competence as set out in PS 2 of the Red Book and who are both valuers registered in accordance with the RICS Valuer Registration

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Scheme (“VRS”). We confirm that we have the knowledge, skills and understanding to undertake the Valuations competently.

In order to comply with these Valuation Standards our files may be subject to monitoring by the RICS.

We confirm that we have undertaken the Valuations in the capacity of External Valuer. Although part of the Portfolio, the Properties have been valued as individual assets.

DISCLOSURE Colliers has valued the Properties annually since 2015 for inclusion in the Company’s financial statements, most recently in a valuation report dated 6 November 2018.

We confirm that Colliers comply with the requirements of independence and objectivity under PS 2.4 and that we have no conflict of interest in acting on behalf of the Company in this matter.

The total of fees earned by Colliers from the Company during 2018 account for less than 5% of Colliers total fee income.

BASIS OF VALUE The basis of the valuation for the purpose of the rules of the FCA is Market Value which is defined in the Red Book as;

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

THE PROPERTIES The 174 Properties are distributed across England and parts of Wales, and include freehold and leasehold Properties all of which are, or were originally, used as Public Houses. A number of the Properties have been converted or redeveloped as Convenience Stores, or other commercial uses.

The Properties are held as investments with the exception of one Property which is currently vacant and non-income producing.

Details of the Properties are included in the full version of this Report which is available for inspection.

INVESTIGATIONS The Properties were all inspected between 3 June and 14 September 2018 by qualified surveyors employed by Colliers. We had access to the public, service and private areas of each Property.

ASSUMPTIONS AND SOURCES OF INFORMATION An Assumption as stated in the glossary to the Red Book is a ‘supposition taken to be true’ (“Assumption”). Assumptions are facts, conditions or situations affecting the subject of, or

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approach to, a valuation that, by agreement, need not be verified by a Valuer as part of the valuation process. In undertaking our Valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, the Company has confirmed that our Assumptions are correct so far as they are aware. In the event that any these Assumptions prove to be inaccurate or incorrect then our Valuation should be reviewed.

The Assumptions we have made for the purposes of our Valuations are referred to later in this Report.

We have relied upon the information provided to us by the Company and its professional advisers.

We have assumed that the information provided is accurate and that we have been supplied with all the information that has a material effect upon the value of the Properties.

Furthermore, we have assumed that any information supplied can, if necessary, be verified. Should any of the information provided be found to be inaccurate or incomplete there could be a variation in value.

REPAIR We have not carried out building surveys of the Properties, neither have we tested the drains nor service installations in the buildings as this was outside the scope of our instructions. Where we have noted defects or items of disrepair during the course of our inspections, they have been reflected in our Valuation.

We have assumed that, other than as noted during our inspections, the Properties are in good repair and that there are no material defects or faults which would adversely impact value.

ENVIRONMENTAL MATTERS We have not carried out any soil, geological or other tests or surveys in order to ascertain the site conditions or other environmental conditions of the Properties. In many cases, we have been provided with copies of reports that have been prepared at the time of acquisition. With regard to the other Properties, unless we have been informed to the contrary, we have assumed that there are no unusual ground conditions, contamination, pollutants or any other substances which may be environmentally harmful.

STATUTORY REQUIREMENTS AND PLANNING We have assumed that the current use of each Property is in accordance with consents, permissions granted under relevant planning and licensing law, and that there are no proposals for highway works, development schemes or other planning matters that could affect the Valuations.

We have assumed that each Property has been constructed in full compliance with relevant planning and building regulations and that, where necessary, they have the benefit of current fire certificates. Similarly, we have also made an Assumption that the Properties are not subject to any outstanding statutory notices as to their construction, use or occupation.

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TENURE We understand that 168 of the Properties are of freehold tenure, whilst the remaining six Properties are held on leases with unexpired terms of between 35 and 907 years. We are not aware of any adverse, restrictive or unduly onerous covenants affecting any Property, and have assumed that non exist. We have not been provided with copies of Reports on Title or Reports on the Head Leases, but have received, and have relied upon, summary information provided by the Company. No allowance has been made in our Valuations for any charges, mortgages or amounts owing on the Properties nor for any expenses or taxation which may be incurred in effecting a sale. It is assumed that the Properties are free from major or material encumbrances, restrictions or outgoings of an onerous nature which could affect their value. The interpretation of the legal documents/disputes is a matter for lawyers and as such we accept no responsibility or liability for the true interpretations of the legal position. LETTINGS We have generally been provided with a summary of the occupational leases and tenancies, and have relied upon that information. We understand that the leases are generally drawn on a full repairing and insuring basis, and that they do not contain any ties for the purchase of drinks or other items. We have assumed that all rents and other payments due by virtue of the leases have been paid to date, and that there are no pending proceedings for the forfeiture or surrender of any lease or tenancy. TAXATION AND COSTS We have not made any adjustments to reflect any liability to taxation that may arise on disposals, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise on disposals. COVENANT STATUS OF TENANTS The Properties are, or are intended to be, let to operators. In a number of cases these tenants are recognised corporate entities where publicly available Company Reports and ratings are available to us, but in most instances the tenant is a sole trader or small company with little or no perceived covenant strength. We are not accountants or financial experts and we have not undertaken a detailed investigation into the financial status of any tenant, however our opinion of value is based in part on our assessment of the investment market’s perception of the covenant strength of the tenant(s), and reflect the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness.

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VALUATION APPROACH The Properties are generally well established businesses which are income generating investments, and we have typically adopted an income approach to valuation using the Income Capitalisation Method as the primary valuation method. Full purchaser’s costs have been adopted in respect of the Properties including SDLT, legal and professional fees and VAT as appropriate. DATE OF VALUATION The Valuations are as at 8 January 2019. VALUATION On the bases, assumptions and qualifications detailed below, we are of the opinion that the aggregate of the individual Valuations of the Market Value, as at Date of Valuation, of the 174 Properties is;

£179,550,000

(One Hundred and Seventy Nine Million, Five Hundred and Fifty Thousand Pounds)

of which the 168 freehold Properties account for £173,680,000

(One Hundred and Seventy Three Million, Six Hundred and Eighty Thousand Pounds)

and the six leasehold Properties account for £6,275,000

(Six Million, Two Hundred and Seventy Five Thousand Pounds)

The aforementioned represent the aggregate of the individual Valuations of each Property and should not be regarded as the value of the Portfolio in the context of a sale as a single lot.

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EFFECT OF UK REFERENDUM ON CONTINUED MEMBERSHIP OF THE EUROPEAN UNION Following the referendum on the United Kingdom’s continued membership of the European Union held on 23 June 2016, whereby the citizens of the United Kingdom voted by a majority in favour of the United Kingdom leaving the European Union, there has been a period of negotiation of the terms of the UK’s exit from, and the future trade and other relationship with, the EU after the anticipated leave date of 29 March 2019. Over the coming weeks and months, particularly until an exit deal is ratified by the UK Parliament, we consider that the markets will demonstrate volatility which will be potentially manifested as weakened exchange rates, reduced demand and a fall in risk appetite. There could be a “knock on” effect on equities, commodities, trade and consumer markets. All property owners, occupiers, investors and lenders should be mindful of this and exercise caution when making financial decisions. Therefore, in accordance with VPGA 9.2.6 of the Red Book less certainty can currently be attached to our opinions of value, and this should be reflected in any decisions taken, and accordingly, we refer you to our comments above regarding valuation certainty and recommend that the values reported herein are kept under regular review. GENERAL ASSUMPTIONS AND DEFINITIONS The Properties have been valued on the basis of the General and Special Assumptions and Definitions set out in this Report and in Appendix 1. RELIANCE ON THIS REPORT This Report may only be relied upon by the Company and its shareholders, and by NM Rothschild & Sons Limited in its capacity as sponsor and adviser to the Company. No reliance may be placed on the Report, or any part of it, by any party for any purpose other than in connection with the stated Purpose. DISCLAIMER We have prepared this Report for inclusion in the Circular and save as provided in this Report we specifically disclaim liability to any person in the event of any omission from or false or misleading statement included within the Circular, other than in respect of the information provided within this Report. We do not make any warranty or representation as to the accuracy of the information in any other part of the Circular other than as expressly made or given by Colliers in this Report.

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LIABILITY AND PUBLICATION We have relied upon data supplied by the Company or its professional advisers which we assume to be true and accurate. Colliers takes no responsibility for inaccurate client supplied data and subsequent conclusions related to such data. The Report may only be published in the Circular, in its entirety, and in a form and context which has previously been agreed with Colliers. We confirm that we have been provided with a draft of the Circular which includes this Report, and we consent to its publication in the form and context of the Circular. For the avoidance of doubt, this Report is provided by Colliers International Property Advisers UK LLP and no partner, member or employee assumes any personal responsibility for it nor shall owe a duty of care in respect of it. Yours faithfully

James Shorthouse Philip Macauley HEAD OF ALTERNATIVE MARKETS DIRECTOR LICENSED & LEISURE LICENSED & LEISURE

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APPENDIX 1:

GENERAL ASSUMPTIONS AND

DEFINITIONS

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GENERAL ASSUMPTIONS, CONDITIONS, AND DEFINITIONS

Unless stated otherwise in the Report and Valuation or Terms of Engagement / Instruction Letter, our valuations are carried out in accordance with the following assumptions, conditions and definitions. These form an integral part of our appointment. if you require any clarification, please contact the individual named on the engagement correspondence.

Our Report and Valuations are provided in accordance with the ‘RICS Valuation – Global Standards 2017 (Incorporating the IVSC International Valuation Standards)’ prepared by the Royal Institution of Chartered Surveyors (the “Red Book”), and with Colliers’ Standard Terms of Business. Any opinions of value are valid only at the valuation date and may not be achievable in the event of a future disposal or default, when both market conditions and the sale circumstances may be different.

Within the Report and Valuation, we make assumptions in relation to facts, conditions or situations that form part of the valuation We assume that all information provided by the addressee of the report, any borrower or third party (as appropriate) in respect of the property is complete and correct. We assume that details of all matters relevant to value, such as prospective lettings, rent reviews, legislation and planning decisions, have been made available to us, and that such information is up to date. In the event that any of these assumptions prove to be incorrect then we reserve the right to review our opinion(s) of value.

VALUATION DEFINITIONS:

Market Value is defined in IVS 104 paragraph 30.1 as:

‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer

and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted

knowledgeably, prudently and without compulsion’.

The interpretative commentary on Market Value, within the International Valuation Standards (IVS), has been applied.

Valuations produced for capital gains tax, inheritance tax and Stamp Duty Land Tax / Land and Buildings Transaction Tax purposes will be based on the statutory definitions, which are written in similar terms and broadly define Market Value as:

‘The price which the property might reasonably be expected to fetch if sold in the open market at that time, but

that price must not be assumed to be reduced on the grounds that the whole property is to be placed on the

market at one and the same time.’

Market Rent is defined in IVS 104 paragraph 40.1 as:

‘The estimated amount for which an interest in real property should be leased on the valuation date between a

willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing

and where the parties had each acted knowledgeably, prudently and without compulsion.’

The appropriate lease terms will normally reflect current practice in the market in which the property is situated, although for certain purposes unusual terms may need to be stipulated. Unless stated otherwise within the report, our valuations have been based upon the assumption that the rent is to be assessed upon the premises as existing at the date of our inspection.

Investment Value or ‘Worth’, is defined in IVS 104 paragraph 60.1 as:

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‘the value of an asset to a particular owner or prospective owner for individual investment or operational

objectives.’.

This is an entity-specific basis of value and reflects the circumstances and financial objectives of the entity for which the valuation is being produced. Investment value reflects the benefits received by an entity from holding the asset and does not necessarily involve a hypothetical exchange.

Fair Value is defined according to one of the definitions below, as applicable to the Terms of Engagement / Instruction Letter.

Fair Value - International Valuation Standards (IVS) in IVS Framework paragraph 38.

‘The estimated price for the transfer of an asset or liability between identified knowledgeable and willing parties

that reflects the respective interests of those parties’.

Fair Value - International Accounting Standards Board (IASB) in IFRS 13.

‘The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction

between market participants at the measurement date’.

Fair Value - UK Generally Accepted Accounting Principles (UK GAAP) adopts the FRS 102 definition:

“The amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be

exchanged, between knowledgeable, willing parties in an arm’s length transaction.”

Existing Use Value is defined in UKVS 1.3 of the Red Book:

‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer

and a willing seller in an arm’s length transaction, after proper marketing wherein the parties had acted

knowledgeably, prudently and without compulsion, assuming that the buyer is granted vacant possession of all

parts of the asset required by the business and disregarding potential alternative uses and any other characteristics

of the asset that would cause its Market Value to differ from that needed to replace the remaining service potential

at least cost.’

SPECIAL ASSUMPTIONS

Where we are instructed to undertake valuations subject to a Special Assumption, these usually require certain assumptions to be made about a potential alternative use or status of the property. This is a hypothetical scenario that we consider realistic, relevant and valid as at the valuation date, but which may not necessarily be deliverable at a future date.

REINSTATEMENT / REPLACEMENT COST ASSESSMENT AND INSURANCE

If we provide a reinstatement cost assessment, we do not undertake a detailed cost appraisal and the figure is provided for guidance purposes only. It is not a valuation in accordance with the Red Book and is provided without liability. It must not be relied upon as the basis from which to obtain building insurance.

In arriving at our valuation we assume that the building is capable of being insured by reputable insurers at reasonable market rates. If, for any reason, insurance would be difficult to obtain or would be subject to an abnormally high premium, it may have an effect on costs.

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PURCHASE AND SALE COSTS, SDLT AND TAXATION

No allowance is made for legal fees or any other costs or expenses which would be incurred on the sale of the property. However, where appropriate, and in accordance with market practice for the asset type, we make deductions to reflect purchasers’ acquisition costs. Trade-related properties are usually valued without deducting the costs of purchase. Where appropriate, purchasers’ costs are calculated based on professional fees inclusive of VAT, together with the appropriate level of Stamp Duty Land Tax / Land and Buildings Transaction Tax.

Whilst we have regard to the general effects of taxation on market value, we do not take into account any liability for tax that may arise on a disposal, whether actual or notional, neither do we make any deduction for Capital Gains Tax, VAT or any other tax. We make no allowance for receipt or repayment of any grants or other funding.

PLANS, FLOOR AREAS AND MEASUREMENTS

Where a site plan is provided, this is for indicative purposes only and should not be relied upon. Site areas are obtained from third party sources, including electronic databases, and we are unable to warrant their accuracy. Our assumptions as to site boundaries / demise should be verified by your legal advisers. If any questions of doubt arise the matter should be raised with us so that we may review our valuation.

We obtain floor areas in accordance with the approach agreed in our Terms of Engagement / Instruction Letter. This may comprise one or more of the following approaches (i) we measure the floor areas during the property inspection (ii) we calculate floor areas from plans provided to us, supported by check measurements on site where possible, (iii) we rely upon floor areas provided. Under approaches (ii) and (iii), we wholly rely upon the information provided, and assume that the areas have been calculated in accordance with market standards. We are unable to provide any warranties as to accuracy.

Measurement is in accordance with the current edition of RICS Property Measurement. If we are instructed not to adopt International Property Measurement Standards (IPMS), measurements are provided in accordance with the latest version of the Code of Measuring Practice. We adopt the appropriate floor area basis for our valuation analysis to reflect the analysis of floor areas in the comparable transactions. Where the basis of analysis of a comparable is uncertain, we adopt a default assumption for that asset type.

Although every reasonable care is taken to ensure the accuracy of the surveys there may be occasions when due to tenant’s fittings, or due to restricted access , professional estimations are required. We recommend that where possible, we are provided with scaled floor plans in order to cross-reference the measurements. In the event that a specialist measuring exercise is undertaken for the property, we recommend that a copy is forwarded to us in order that we may comment on whether there may be an impact on the reported value.

Floor areas set out in our report are provided for the purpose described in the Report and Valuation and are not to be used or relied upon for any other purpose.

CONDITION, STRUCTURE AND SERVICES, DELETERIOUS MATERIALS, SAFETY LEGISLATION AND EPCS

Our Report and Valuation takes account of the general condition of the property as observed from the valuation inspection, and is subject to access. Where we have noticed items of disrepair during the course of our inspections, they are reflected in our valuations, unless otherwise stated.

We do not undertake any form of technical, building or deleterious material survey and it is a condition of our appointment that we will in no way review, or give warranties as to, the condition of the structure, foundations, soil and services. Unless we are supplied with evidence to the contrary, we assume that the property is fully in

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compliance with building regulations and is fully insurable. We assume it is free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects. We assume that none of the materials commonly considered deleterious or harmful are included within the property, such as, inter alia, asbestos, high alumina cement concrete, calcium chloride as a drying agent, wood wool slabs as permanent shuttering, aluminium composite material, polystyrene and polyurethane cladding insulation.

In the event that asbestos is identified in a property, we do not carry out an asbestos inspection, nor are we able to pass comment on the adequacy of any asbestos registers or management plans. Where relevant, we assume that the property is being managed in full compliance with the Control of Asbestos Regulations 2012 and relevant HSE regulations, and that there is no requirement for immediate expenditure, nor any risk to health.

We do not test any services, drainage or service installations. We assume that all services, including gas, water, electricity and sewerage, are provided and are functioning satisfactorily.

We assume that the property has an economic life span similar to comparable properties in the market, subject to regular maintenance and repairs in accordance with appropriate asset management strategies.

We comment on the findings of Energy Performance Certificates (EPCs) and Display Energy Certificates (DECs) if they are made available to us, but may be unable to quantify any impact on value. If we are not provided with an EPC, we assume that if one was available, its rating would not have had a detrimental impact upon our opinion value or marketability.

Our valuations do not take account of any rights, obligations or liabilities, whether prospective or accrued, under the Defective Premises Act, 1972. Unless advised to the contrary, we assume that the properties comply with, and will continue to comply with, the current Health & Safety and Disability legislation.

We do not test any alarms or installations and assume that the property complies with, and will continue to comply with, fire regulations and the Smoke and Carbon Monoxide Alarm (England) Regulations 2015 legislation.

Where a specialist condition or structural survey is provided to us, we reflect the contents of the report in our valuation to the extent that we are able to as valuation surveyors, and our assumptions should be verified by the originating consultant. Should any issues subsequently be identified, we reserve the right to review our opinion of value.

GROUND CONDITIONS, ENVIRONMENTAL MATTERS, CONSTRAINTS AND FLOODING

We are not chartered environmental surveyors and we will not provide a formal environmental assessment. Our investigations are therefore limited to observations of fact, obtained from third party sources, such as local authorities, the Environment Agency and professional reports that may be commissioned for the valuation.

We do not carry out any soil, geological or other tests or surveys in order to ascertain the site conditions or other environmental conditions of the property. Unless stated to the contrary within the report, our valuation assumes that there are no unusual features that may be harmful to people or property, or that would inhibit the actual or assumed use or development of the property. This includes, inter alia: ground conditions and load bearing qualities, subterranean structures or services, contamination, pollutants, mining activity, sink holes, archaeological remains, radon gas, electromagnetic fields and power lines, invasive plants and protected species.

We do not undertake any investigations into flooding, other than is available from public sources or professional reports provided to us. Our findings are outlined in the report for information only, without reliance or warranty. We assume in our valuation that appropriate insurance is in place and may be renewed to any owner of the

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property by reputable insurers at reasonable market rates. If, for any reason, insurance would be difficult to obtain or would be subject to an abnormally high premium, it may have an effect on value.

Should our enquiries or any reports indicate the existence of environmental issues or other matters as described above, we expect them to contain appropriate actions and costings to address the issue. We rely on this information and use it as an assumption in our valuation. If such information is not available, we may not be able to provide an opinion of value.

We assume that the information and opinions we are given in order to prepare our valuation are complete and correct and that further investigations would not reveal more information sufficient to affect value. However, a purchaser in the market may undertake further investigations, and if these were unexpectedly to reveal issues, then this might reduce the values reported. We recommend that appropriately qualified and experienced specialists are instructed to review our report and revert to us if our assumptions are incorrect.

PLANT AND MACHINERY, FIXTURES AND FITTINGS

We disregard the value of all process related plant, machinery, fixtures and fittings , and those items which are in the nature of occupiers’ trade fittings and equipment. We have regard to landlords’ fixtures such as lifts,

escalators, central heating and air conditioning forming an integral part of the buildings.

Where properties are valued as an operational entity and includes the fixtures and fittings, it is assumed that these are not subject to any hire purchase or lease agreements or any other claim on title.

No equipment or fixtures and fittings are tested in respect of Electrical Equipment Regulations and Gas Safety Regulations and we assume that where appropriate all such equipment meets the necessary legislation. Unless otherwise specifically mentioned the valuation excludes any value attributable to plant and machinery.

OPERATIONAL ENTITIES

Where the properties are valued as an operational entity and reference is made to the trading history or trading potential of the property, we place reliance on information supplied to us. Should this information subsequently prove to be inaccurate or unreliable, the valuations reported could be adversely affected.

TITLE, TENURE, OCCUPATIONAL AGREEMENTS AND COVENANTS

Unless otherwise stated, we do not inspect the Land Registry records, title deeds, leases or related legal documents and, unless otherwise disclosed to us, we assume good and marketable title that is free from onerous or restrictive covenants, rights of way and easements, and any other encumbrances or outgoings that may affect value. We disregard any mortgages (including regulated mortgages), debentures or other charges to which the property may be subject.

We assume that any ground rents, service charges other contributions are fair and proportionate , and are not subject to onerous increases or reviews.

Where we have not been supplied with leases, unless we have been advised to the contrary, we assume that all the leases are on a full repairing and insuring basis and that all rents are reviewed in an upwards direction only, at the intervals notified to us, to market rent. We assume that no questions of doubt arise as to the interpretation of the provisions within the leases giving effect to the rent reviews. We assume that wherever rent reviews or lease renewals are pending, all notices have been served validly within the appropriate time limits, and they will be settled according to the assumptions we set out within the reports.

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COLLIERS INTERNATIONAL VALUATION UK LLP

Unless informed otherwise, we assume that all rents and other payments payable by virtue of the leases have been paid to date and there are no arrears of rent, service charge or other breaches in the obligations of occupation.

In the case of property that is let, our opinion of value is based on our assessment of the investment market’s

perception of the covenant strength of the occupier(s). This is arrived at in our capacity as valuation surveyors on the basis of information that is publicly available. We are not accountants or credit experts and we do not undertake a detailed investigation into the financial status of the tenants. Our valuations reflect the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness. We provide no warranties as to covenant strength and recommend that you make your own detailed enquiries if your conclusions differ from our own.

Where we are provided with a report on title and/or occupational agreement, we form our opinion of value reflecting our interpretation of that title. Your legal advisers should review our understanding of the title and confirm that this is correct.

PLANNING, LICENSING, RATING AND STATUTORY ENQUIRIES

We undertake online planning enquiries to the extent that we consider reasonable and appropriate to the valuation. We do not make formal verbal or written enquiries to local authorities. If a professional planning report is provided to us, we will take the findings into account in our valuation but will not be accountable for the advice provided within it, nor any errors of interpretation or fact within the third party report.

We assume that the property is constructed, used and occupied in full compliance with the relevant planning and building regulation approvals and that there are no outstanding notices, conditions, breaches, contraventions, non-compliance, appeals, challenges or judicial review. We assume that all consents, licenses and permissions are in place, that there are no outstanding works or conditions required by lessors or statutory, local or other competent authorities, and that no adverse planning conditions or restrictions apply. If we are instructed to value property on the Special Assumption of having the benefit of a defined planning permission or license, we assume that it will not be appealed or challenged at any point prior to, or following, implementation.

Our investigations are limited to identifying material planning applications on the property and observable constraints. We seek to identify any proposals in the immediate vicinity that may have an impact on the property, such as highway proposals, comprehensive development schemes and other planning matters.

We seek to obtain rateable values and council tax banding from the statutory databases, where available. The 2017 rating revaluation has resulted in some significant increases in rateable values. This may have an impact on the marketability and value of a property, and on vacancy rates or landlord non recoverable costs. However, unless there is evidence to the contrary, we will make the express assumption that any changes are affordable to occupiers, or will be subject to appropriate transitional relief. We do not reflect the impact of any rating appeals in our valuations unless they are formally concluded.

Given that statutory information is obtained from third party sources, we are unable to provide any warranty or reliance as to its accuracy. Your legal advisers should verify our assumptions and revert to us if required.

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COLLIERS INTERNATIONAL VALUATION UK LLP

VALUATIONS ASSUMING DEVELOPMENT, REFURBISHMENT OR REPOSITIONING

Unless specifically instructed to the contrary, where we are provided with development costs and construction schedules by the addressee, a borrower or an independent quantity surveyor, we rely on this information as an assumption in arriving at our opinion of value. It forms an assumption within our valuation and we accept no liability if the actual costs or programme differ from those assumed at the valuation date.

We are not quantity surveyors and provide no reliance as to construction costs or timescale. Irrespective of the source of this information, a professional quantity surveyor should review our assumptions and revert to us if there are any issues of doubt, so that we may review our opinion of value.

We additionally assume that a hypothetical market purchaser will have the necessary resources, skills and experience to deliver the proposed development. It is not within our scope to assess the credentials of any actual purchaser, owner or developer of the property that is subject to our valuation. We accept no liability for any circumstances where a development or refurbishment does not achieve our concluded values.

If a property is in the course of development, our valuation assumes that the interest will be readily assignable to a market purchaser with all contractor and professional team warranties in place. Where an opinion of the completed development value is required, we assume that all works are completed in accordance with appropriate statutory and industry standards, and are institutionally acceptable.

ALTERNATIVE INVESTMENT FUNDS

In the event that our appointment is from an entity to which the European Parliament and Council Directive 2011/61/EU (‘the AIFMD’), which relates to Alternative Investment Fund Managers (‘AIFM’), applies, our

instructions are solely limited to providing recommendations on the value of particular property assets (subject to the assumptions set out in our valuation report) and we are therefore not determining the net asset value of either the Fund or the individual properties within the Fund. Accordingly, we are not acting as an ‘external

valuer’ (as defined under the AIFMD) but are providing our service in the capacity of a ‘valuation advisor’ to the AIFM.

LIMITATIONS ON LIABILITY AND RELIANCE

Our liability for loss and damage attributable to our negligence, breach of contract, misrepresentation or otherwise (but not in respect of fraud or dishonesty or for liabilities which cannot lawfully be limited or excluded.) shall not exceed £1 million per single originating cause (or if higher, such minimum level of insurance cover as the Royal Institution of Chartered Surveyors requires us to maintain from time to time). Any such ‘liability cap’

applies to both single property and aggregate portfolio valuation, unless expressly overridden. This limit applies to each and every transaction and retainer and any subsequent work we undertake for you unless expressly overridden in subsequent Terms of Engagement / Instruction Letter signed by a director of Colliers. Where the Instruction Letter is addressed to more than one client, the above limit of liability applies to the aggregate of all claims by all such clients and not separately to each client.

Our Report and Valuation is provided only for the addressee and for the identified purpose. It may not be disclosed to, or relied upon by any third party or for any other purpose. Real estate is a complex asset class and we assume that any addressee placing reliance on our Report and Valuation in a professional lending or investing capacity has sufficient expertise to fully review and understand its contents and the valuation conclusions reached. We strongly recommend that any queries are raised with us within a reasonable period of receiving our Report and Valuation and prior to committing any funds.

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PART 7ADDITIONAL INFORMATION

1. Responsibility

The Company and the Directors, whose names appear in paragraph 4 of this Part 7 (Additional Information) ofthis document, accept responsibility for the information contained in this document. To the best of theknowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure thatsuch is the case) the information contained in this document is in accordance with the facts and does not omitanything likely to affect the import of such information.

2. Incorporation and registered office

The Company was incorporated on 27 November 1990 and is domiciled in the United Kingdom. It is a publiclimited company incorporated under the laws of England and Wales with registered number 02562808. Itsregistered office and head office is 3 Monkspath Hall Road, Solihull, West Midlands B90 4SJ (telephonenumber: +44 (0)121 272 5000).

The principal legislation under which the Company operates is the Companies Act and the regulations madeunder it.

3. Major Shareholders

As at the Latest Practicable Date, the Company had been notified of the following voting interests of three percent. or more in the issued Ordinary Share capital of the Company (excluding treasury shares):

Name of ShareholderNumber of

Ordinary SharesPercentage of issued

Ordinary Share capital

Standard Life Aberdeen plc . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,413,938 11.88Prudential plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,819,472 11.10Dimensional Fund Advisers L.P. . . . . . . . . . . . . . . . . . . . . . . . . 28,918,349 6.32Blackrock Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,476,010 4.69Majedie Asset Management Limited . . . . . . . . . . . . . . . . . . . . . 19,640,682 4.29J P Morgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,458,407 3.81Société Générale S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,779,142 3.66Aberforth Partners LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,965,873 3.27Norges Bank Investment Management . . . . . . . . . . . . . . . . . . . . 13,890,080 3.03Acadian Asset Management LLC . . . . . . . . . . . . . . . . . . . . . . . 13,834,448 3.02

Save as set out in this paragraph 3, the Company is not aware of any interest (within the meaning of theDisclosure Guidance and Transparency Rules) which will represent three per cent. or more of the voting rightsin the Company following completion of the Disposal.

4. Directors

The Directors of the Company and their positions as at the date of this document are as follows:

Name of Director Position

Robert Walker . . . . . Chairman of the Board and Chairman of the Nomination CommitteeSimon Townsend . . . Chief Executive OfficerNeil Smith . . . . . . . Chief Financial OfficerAdam Fowle . . . . . . Senior Independent DirectorPeter Baguley . . . . . Independent Non-Executive Director and Chairman of the Remuneration CommitteeJane Bednall . . . . . . Independent Non-Executive DirectorMarisa Cassoni . . . . . Independent Non-Executive Director and Chair of the Audit Committee

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5. Directors’ interests in the Company

5.1 Interests in Ordinary Shares

As at the Latest Practicable Date, the Directors had the following interests in Ordinary Shares (excludingtreasury shares):

Name of DirectorNumber of

Ordinary SharesPercentage ofShare Capital

Robert Walker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502,000 0.11Simon Townsend(i)(ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,324,474 0.29Neil Smith(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,000 0.11Adam Fowle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 0.02Peter Baguley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Jane Bednall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Marisa Cassoni . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

(i) Beneficial share interests include partnership and matching shares under the Company’s Share Incentive Plan of 49,552 shares forSimon Townsend at 31 December 2018 and shares held by connected persons.

(ii) Excluding conditional shares under the Company’s deferred share awards of 196,291 and under the LTIP of 2,121,001.

(iii) Excluding conditional shares under the Company’s deferred share awards of 166,200 and under the LTIP of 1,731,030.

5.2 Interests in Ordinary Shares under share options

As at the Latest Practicable Date, the following Director had the following interests in Ordinary Shares undershare options:

Name of Director Outstanding Exercise price Exercise period Name of Plan

Simon Townsend . . . . . . . . . . . . . . . 17,437 86.88p 1.02.2020–1.08.2020 SAYE scheme17,985 83.40p 1.02.2022–1.08.2022 SAYE scheme

6. Directors’ service contracts and benefits upon termination

Executive Directors

The Company has entered into service contracts with each of the executive Directors, the particulars of whichas at the Latest Practicable Date are:

Name of Director Date of agreement Base salary (£) Notice period

Simon Townsend . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 October 2000 £500,000 12 monthsNeil Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 October 2010 £413,000 12 months

Service contract—Simon Townsend

On 31 October 2000 Simon Townsend entered into a service contract with the Company, terminable by eitherparty on 12 months’ prior written notice or by the Company immediately in the case of gross misconduct(amongst other circumstances), and by the Company on short notice (the statutory minimum period of time plusone week) should the Director become incapacitated for the requisite period of time and prevented fromperforming his duties as a Director. The contract contains provisions relating to pay, pension contributionspayable by the Company and holiday entitlement. On notice of termination, the Company is entitled to make apayment in lieu of notice under the contract. The contract contains acknowledgements by Mr Townsend onconduct requirements in respect of confidential information, share dealings and conflicts of interest. Amongstother restrictions, for the 12 months following the termination of the contract Mr Townsend undertakes not to i)hold any direct or indirect material interest in any business which is wholly or partly in competition with thebusiness of the Company in certain geographical areas; ii) seek any business from customers; iii) attempt topersuade employees to leave the business of the Company; and iv) disclose confidential business information.The contract automatically terminates on Mr Townsend’s 60th birthday.

Service contract—Neil Smith

On 8 October 2010 Neil Smith entered into a service contract with the Company, terminable by either party on12 months’ prior written notice or by the Company immediately in the case of gross misconduct (amongst othercircumstances), and by the Company on short notice (the statutory minimum period of time plus one week)

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should the Director become incapacitated for the requisite period of time and prevented from performing hisduties as a Director. The contract contains provisions relating to pay, pension contributions payable by theCompany and holiday entitlement. On notice of termination, the Company is entitled to make a payment in lieuof notice under the contract. The contract contains acknowledgements made by Mr Smith on conductrequirements in respect of confidential information, share dealings and conflicts of interest. Amongst otherrestrictions, for the 12 months following the termination of the contract Mr Smith undertakes not to i) hold anydirect or indirect material interest in any business which is wholly or partly in competition with the business ofthe Company in certain geographical areas; ii) seek any business from customers; iii) attempt to persuadeemployees to leave the business of the Company; and iv) disclose confidential business information. Thecontract automatically terminates on Mr Smith’s 65th birthday or when he reaches the Company’sretirement age.

Non-executive Directors

The following Directors are appointed as non-executive Directors of the Company under letters of appointmenteffective from the dates stated below. Each non-executive Director’s appointment is subject to re-election whereappropriate at any annual general meeting of the Company. Each non-executive Director is entitled to receive afee in relation to his or her appointment, payable in equal instalments monthly in arrears in addition toreasonable expenses and the cost of independent professional advice incurred in carrying out their duties. Theyare entitled to benefit from appropriate liability insurance put in place by the Company and must notify theChief Executive Officer and/or the Company Secretary of any conflict of interest which arises as a result oftheir other business interests. Each non-executive Director’s appointment may be terminated upon six months’written notice, except in certain limited circumstances (including fraud or bankruptcy) in which case anappointment may be terminated immediately. On termination, each non-executive Director will only be entitledto accrued fees as at the date of termination, together with reimbursement of any expenses properly incurredprior to that date.

Name of Director Date of appointment Notice period

Robert Walker . . . . . . . . . . . . . . . . . . . . . . . . 9 February 2012 Terminable on six months’ noticeAdam Fowle . . . . . . . . . . . . . . . . . . . . . . . . . 6 February 2014 Terminable on six months’ noticePeter Baguley . . . . . . . . . . . . . . . . . . . . . . . . 31 January 2013 Terminable on six months’ noticeJane Bednall . . . . . . . . . . . . . . . . . . . . . . . . . 1 July 2018 Terminable on six months’ noticeMarisa Cassoni . . . . . . . . . . . . . . . . . . . . . . . . 1 April 2015 Terminable on six months’ notice

The Company’s approach to non-executive Directors’ remuneration is set by the Board with account taken ofthe time and responsibility involved in each role including, where applicable, the chairmanship of Boardcommittees. Set out below are the annual fees currently payable:

Role Annual fee (£)

Chairman’s fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £218,000Base salary paid to all non-executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 60,700Supplementary fees:Senior Independent Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 6,600Remuneration Committee Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 6,600Audit Committee Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 6,600

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Summary of Directors’ remuneration

Directors’ remuneration for the year ended 30 September 2018 was approximately as follows:

Name of director Salary/fees Benefits Pension Bonus Other Total(£ ‘000) (£ ‘000) (£ ‘000) (£ ‘000) (£ ‘000) (£ ‘000)

Executive DirectorsSimon Townsend . . . . . . . . . . . . . . . . . . . . . 488 29 122 421 756 1,816Neil Smith . . . . . . . . . . . . . . . . . . . . . . . . . 402 30 101 351 615 1,499

ChairmanRobert Walker . . . . . . . . . . . . . . . . . . . . . . . 213 — — — — 213

Non-Executive DirectorsAdam Fowle . . . . . . . . . . . . . . . . . . . . . . . . 65 — — — — 65Peter Baguley . . . . . . . . . . . . . . . . . . . . . . . 66 — — — — 66Jane Bednall . . . . . . . . . . . . . . . . . . . . . . . . 15 — — — — 15Marisa Cassoni . . . . . . . . . . . . . . . . . . . . . . 66 — — — — 66

Former DirectorsDavid Maloney . . . . . . . . . . . . . . . . . . . . . . 46 — — — — 65

7. Material contracts

Set out below is a summary of each contract (not being a contract entered into in the ordinary course ofbusiness) entered into by any member of the Continuing Group:

a) within the two years immediately preceding the date of this document and which are or may be material tothe Continuing Group or the Portfolio; or

b) which contain any provisions under which any member of the Continuing Group has any obligation orentitlement which is material to the Continuing Group or the Portfolio as at the date of this document,

the details of which the Directors consider that Shareholders might reasonably require for the purpose ofmaking a properly informed assessment about how to exercise their voting rights in connection with theDisposal Resolution:

7.1 Continuing Group

Sale Agreements

Your attention is drawn to Part 3 (Principal Terms and Conditions of the Disposal) of this document whichcontains a summary of the Sale Agreements.

Unique Facility and Security Package

Parties

(i) Unique Pub Properties Limited (UPP); (ii) The Unique Pub Finance Company plc (Unique Issuer); and(iii) Unique Pub Investments Limited (UPI). UPP, the Unique Issuer and UPI are indirect subsidiaries ofUnique Pubs Limited (UPL, together with its subsidiaries, the Unique Group). UPL is a direct subsidiary ofEi Group. UPP and the Unique Issuer are direct subsidiaries of UPI. Companies in the Unique Group are partyto a securitisation transaction (Unique Securitisation).

Purpose

The Unique Issuer has raised debt through the issue of tranches of the notes (Unique Notes), the net proceedsof which were applied by the Unique Issuer in making term advances to UPP pursuant to an intercompany loanagreement dated 25 February 2005 (as amended from time to time, the Unique Intercompany Loan Agreement).

Unique Notes

As at 30 September 2018 the following amounts of Unique Notes were outstanding: (i) £168 million Class A36.542 per cent. Notes due 2021, subject to mandatory redemption in part over the period December 2013 toMarch 2021 (inclusive); (ii) £321 million Class A4 5.659 per cent. Notes due 2027, subject to mandatoryredemption in part over the period September 2013 to June 2027 (inclusive); (iii) £225 millionClass M 7.395 per cent. Notes due 2024, subject to mandatory redemption in part over the period

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June 2021 to March 2024 (inclusive); and (iv) £190 million Class N 6.464 per cent. Notes due 2032, subject tomandatory redemption in part over the period September 2027 to March 2032 (inclusive).

Security

The Unique Issuer has granted security over all its property and undertaking including, in particular, its rightsagainst UPP in respect of the Unique Intercompany Loan Agreement in favour of, amongst others, the trusteefor the holders of the Unique Notes as security for its obligations in respect of, amongst other things, theUnique Notes. UPP has granted security over all of its property and undertaking including, in particular,properties owned by UPP (Unique Properties) in favour of, amongst others, the Unique Issuer as security for itsobligations in respect of, amongst other things, the loans pursuant to the Unique Intercompany LoanAgreement.

Disposals and other covenants

The Unique Intercompany Loan Agreement contains various undertakings on UPP in respect of, amongst otherthings, its ownership and operation of the Unique Properties. Amongst other things, the Unique IntercompanyLoan Agreement restricts the ability of UPP to dispose of its assets, including the Unique Properties. Inparticular, and in broad terms, UPP is permitted to dispose of Unique Properties that are subject to the tie witha value not exceeding 5 per cent. of the book value of its estate in any particular year or 15 per cent. of thebook value of the estate over a rolling five/six-year period (namely the current disposal year and the previousfive years taken together). The proceeds of such disposals may be used, broadly speaking, to fund repayments/prepayments in respect of the loans under the Intercompany Loan Agreement and, in turn, the Unique Notes,for permitted acquisitions or for capital expenditure in respect of the Unique Properties. Following anamendment to the Unique Intercompany Loan Agreement sanctioned by the relevant holders of the UniqueNotes in July 2018, UPP is permitted to dispose of Unique Properties that are not subject to the tie providedthat the proceeds of such disposal are used to prepay the loans under the Intercompany Loan Agreement and, inturn, the Unique Notes in sequential tranche order (including the payment of a make-whole redemptionpremium in accordance with the conditions of the Unique Notes) as soon as reasonably practicable followingsuch disposal. The Ei Group properties that are owned by Unique will be subject to this latter disposal regimeand the security in respect of such properties will be released in connection with the completion of the Disposalin accordance with the terms of the securitisation documentation.

Other Key Documents

Other key documents relating to the Unique Securitisation include:

a) a beer supply agreement dated 25 February 2005 between, amongst others, UPP and Ei Group pursuant towhich, amongst other things, Ei Group agrees to supply, or procure the supply, of products to the tenantsof Unique Properties that are subject to the tie and Ei Group agrees to pay a procurement fee to UPPcalculated by reference to the profit made by Ei Group in connection with such supply;

b) an asset management agreement dated 25 February 2005 between UPP and Ei Group pursuant to which,amongst other things, Ei Group agrees to carry out certain activities with regard to the management of theUnique Properties and UPP agrees to pay an asset management fee to Ei Group;

c) a cash management agreement dated 25 February 2005 between, amongst others, UPP and Ei Groupgoverning the management of cash, accounts and ledgers in connection with the Unique Securitisation andthe management of the Unique Properties and pursuant to which, amongst other things, Ei Group agrees tocarry out certain activities with regard to cash management and UPP agrees to pay a cash management feeto Ei Group; and

d) a liquidity facility agreement dated 25 February 2005 between, amongst others, the Unique Issuer and theRoyal Bank of Scotland plc pursuant to which the Royal Bank of Scotland plc agrees to make a liquidityfacility available to the Unique Issuer in order to allow it to satisfy certain payment obligations in respectof, amongst other things, the Unique Notes.

£150 Million Revolving Credit Facility Agreement

£150 million revolving credit facility agreement (the “RCF”) originally dated 24 October 2016 between,amongst others, the Company as borrower, Lloyds Bank plc, The Royal Bank of Scotland plc, BNP Paribas,London Branch, Deutsche Bank AG, London Branch and AIB Group (UK) p.l.c. as mandated lead arrangers

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and lenders and Lloyds Bank plc as agent and security trustee. The RCF contains financial covenants andongoing obligations on the Company and the principal terms of the RCF include:

(a) Purpose: refinancing the Company’s previous revolving credit facility with a syndicate of banks and,thereafter, for the general corporate purposes of the Group;

(b) Term: termination date is 31 August 2022, subject to a one year extension option at each lender’s option;

(c) Repayment: subject to mandatory prepayment on change of control, the RCF provides a fully revolvingfacility, so loans can be either repaid on the expiry of their interest period or rolled over for a furtherinterest period, subject to all loans being repaid on or before the termination date;

(d) Rate of interest: LIBOR rate plus 3.00 per cent.;

(e) Security: a floating charge over the Company’s entire undertaking, property and assets and a share chargeover the shares held by the Company in Unique Pubs Limited, the latter being shared with certain othercreditors of the Company subject to an intercreditor agreement; and

(f) Governing law and jurisdiction: the facility is governed by English law and the courts of England havejurisdiction.

£50 Million Term Loan Facility Agreement

£50 million term loan facility agreement (the “Term Loan”) originally dated 19 September 2017 between,amongst others, the Company as borrower, Lloyds Bank plc and BNP Paribas, London Branch as mandatedlead arrangers and lenders and Lloyds Bank plc as agent and security trustee. The Term Loan contains financialcovenants and ongoing obligations on the Company and the principal terms of the Term Loan include:

(a) Purpose: refinancing the Company’s indebtedness under certain secured bonds that matured in December2018;

(b) Term: final repayment date is 31 July 2020;

(c) Repayment: subject to mandatory prepayment on change of control or from the proceeds of a new bondissue, bullet repayment on the final repayment date;

(d) Rate of interest: LIBOR rate plus 3.30 per cent. for the first year following utilisation, 4.30 per cent. forthe next six months thereafter and 4.80 per cent. at all times thereafter, subject to a reduction in margin ifcertain “green” covenants are met;

(e) Security: legal mortgage over a portfolio of pubs owned by the Company, including a floating charge overall other assets of the Company; and

(f) Governing law and jurisdiction: the facility is governed by English law and the courts of England havejurisdiction.

7.2 Portfolio

Sale Agreements

Your attention is drawn to Part 3 (Principal Terms and Conditions of the Disposal) of this document whichcontains a summary of the Sale Agreements.

8. Litigation

8.1 There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Ei Groupaware of any such proceedings which are pending or threatened) which may have, or during the last 12 monthsbefore the date of this document have had, a significant effect on Ei Group and/or the Continuing Group’sfinancial position or profitability.

8.2 There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Ei Groupaware of any such proceedings which are pending or threatened) which may have, or during the last 12 monthsbefore the date of this document have had, a significant effect on the Portfolio’s financial position orprofitability.

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9. Working Capital

The Company is of the opinion that, taking into account the bank facilities and the net proceeds of the Disposalavailable to the Continuing Group, the Continuing Group has sufficient working capital available for its presentrequirements, that is, for at least the next 12 months from the date of publication of this document.

10. No significant change

10.1 There has been no significant change in the financial or trading position of the Group since 30 September2018, being the end of the last financial period for which financial information presented in Part 4 of thisdocument has been published.

10.2 There has been no significant change in the financial or trading position of the Portfolio since30 September 2018, being the end of the last financial period for which financial information presented inPart 4 of this document has been prepared.

10.3 There have been no material changes to the Valuation Reports set out in Part 5 (Unaudited Pro FormaFinancial Information relating to the Group) of this document since 8 January 2019, being the effective date theValuation Reports were prepared.

11. Consents

11.1 Ernst & Young LLP has given, and not withdrawn, its written consent to the inclusion of its report on theunaudited pro forma statement of net assets of the Group set out in Section B of Part 5 (Accountants’ Reporton Unaudited Pro Forma Statement of Net Assets) of this document in the form and context in which itappears.

11.2 Colliers International Property Advisers UK LLP has given, and not withdrawn, its written consent to theinclusion of the valuation report set out in Section A of Part 6 (Valuation Reports) of this document in the formand context in which it appears.

11.3 GVA Grimley Limited has given, and not withdrawn, its written consent to the inclusion of the valuationreport set out in Section B of Part 6 (Valuation Reports) of this document in the form and context in which itappears.

11.4 Rothschild & Co has given, and not withdrawn, its written consent to the issue of this document withreferences to its name being included in the form and context in which it appears.

12. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) at the offices of Ei Group at 3 Monkspath HallRoad, Solihull, West Midlands B90 4SJ and at the offices of CMS Cameron McKenna Nabarro Olswang LLPat Cannon Place, 78 Cannon Street, London EC4N 6AF from the date of this document up to and including thedate of the General Meeting and for the duration of the General Meeting:

(a) the Company’s articles of association;

(b) the audited financial statements of Ei Group for each of the financial years ended 30 September 2016,30 September 2017 and 30 September 2018;

(c) the consent letters referred to in paragraph 11 of this Part 7 (Additional Information) of this document;

(d) the full Valuation Reports;

(e) this document and the Form of Proxy; and

(f) the Sale Agreements.

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PART 8DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

“Audit Committee”: means the audit committee of the Board.

“Board”: means the board of directors of the Company.

“Business Day”: means a day (other than a Saturday, Sunday or public holiday) on which banks are generallyopen for business in London for the transaction of normal banking business.

“Class A3 Notes”: means the £435 million 6.542 per cent. class A3 asset backed notes due 2021.

“Class A4 Notes”: means the £535 million 5.659 per cent. class A4 asset backed notes due 2027.

“Companies Act”: means the Companies Act 2006, as amended from time to time.

“Company” or “Ei Group”: means Ei Group plc.

“Completion”: means completion of the transactions contemplated by the First Tranche Sale Agreement.

“Continuing Group”: means Ei Group and its subsidiaries with effect from completion of the transactionscontemplated by the Sale Agreements.

“CREST”: means the electronic transfer and settlement system for the paperless settlement of trades in listedsecurities operated by Euroclear.

“CREST Manual”: means the manual, as amended from time to time, produced by Euroclear describing theCREST system and supplied by Euroclear to users and participants thereof.

“CREST Regulations”: means the Uncertificated Securities Regulations 2001 (SI 200 No. 3755).

“Directors”: means the directors of the Company whose names appear on page 4 of this document.

“Disclosure Guidance and Transparency Rules”: means the disclosure guidance and transparency rules madeby the FCA under section 73A of FSMA, as amended from time to time.

“Disposal”: means the sale of the Portfolio in accordance with the terms of the Sale Agreements.

“Disposal Resolution”: means the ordinary resolution to be proposed and considered at the General Meeting toapprove the Disposal, as set out in the Notice of General Meeting.

“EBITDA”: means earnings before finance costs, taxation, depreciation and amortisation.

“Euroclear”: means Euroclear UK & Ireland Limited, the operator of CREST (as defined in the CRESTRegulations).

“FCA”: means the UK Financial Conduct Authority.

“First Tranche”: means the first tranche of properties of the Portfolio to be sold pursuant to the First TrancheSale Agreement, further details of which are set out in Part 3 of this document.

“First Tranche Sale Agreement”: means the conditional sale agreement in respect of the First Tranche dated10 January 2019, further details of which are set out in Part 3 of this document.

“FSMA”: means the Financial Services and Markets Act 2000, as amended from time to time.

“Form of Proxy”: means the personalised Form of Proxy accompanying this document.

“General Meeting”: means the general meeting of the Company to be held at the offices of the Companyat 3 Monkspath Hall Road, Solihull, West Midlands B90 4SJ on 7 February 2019, notice of which is set out inPart 9 of this document, including any adjournment of it.

“Group”: means Ei Group and its subsidiaries.

“IFRS”: means the International Financial Reporting Standards as adopted for use in the European Union.

“Latest Practicable Date”: means 15 January 2019 (being the latest practicable date before publication of thisdocument).

“Listing Rules”: means the listing rules made by the FCA under section 73A of FSMA, as amended from timeto time.

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“London Stock Exchange”: means London Stock Exchange plc.

“LTIP”: means the Company’s 2015 Long-Term Incentive Plan.

“Notice of General Meeting”: means the notice of General Meeting contained in Part 9 (Notice of GeneralMeeting) of this document.

“Ordinary Shares”: means the ordinary shares of 2.5 pence each in the share capital of the Company.

“Portfolio”: means the 370 freehold and leasehold properties which are the subject of the Sale Agreements.

“Prospectus Directive”: means the European Directive 2003/71/EC of the European Parliament and of theCouncil of 4 November 2003, implemented in the UK in the form of the Prospectus Regulations 2005(SI 2005/1433).

“Prospectus Rules”: means the prospectus rules made by the FCA under Part 6 of FSMA.

“Purchaser”: means Tavern Propco Limited.

“Registrar”: means Computershare Investor Services PLC.

“Remuneration Committee”: means the remuneration committee of the Board.

“RPI”: means the retail price index.

“Sale Agreements”: means the First Tranche Sale Agreement and the Second Tranche Sale Agreement bothdated 10 January 2019 and entered into between the relevant Sellers, the Purchaser and Tavern SubpropcoLimited, a wholly-owned subsidiary of the Purchaser, further details of which are set out in Part 3 of thisdocument.

“Second Tranche”: means the second tranche of properties of the Portfolio to be sold pursuant to the SecondTranche Sale Agreement, further details of which are set out in Part 3 of this document.

“Second Tranche Sale Agreement”: means the conditional sale agreement in respect of the Second Tranchedated 10 January 2019, further details of which are set out in Part 3 of this document.

“Sellers”: means the Company, Unique Pub Properties Limited, Unique Pub Properties Alpha Limited, UniquePub Properties Beta Limited, Unique Pub Properties Gamma Limited and Unique Pub Properties ThetaLimited.

“Shareholder”: means a holder of Ordinary Shares from time to time.

“Total Consideration”: means £348 million.

“UK” or “United Kingdom”: means the United Kingdom of Great Britain and Northern Ireland.

“Valuation Reports”: means the valuation reports prepared by the Valuers contained in Section A andSection B respectively of Part 6 of this document.

“Valuers”: means Colliers International Property Advisers UK LLP and GVA Grimley Limited.

“Working Days”: means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Fridayor a statutory Bank Holiday in the UK or Jersey.

All references to legislation in this document are to the legislation of England and Wales unless the contrary isindicated. Any reference to any provision of any legislation shall include any amendment, modification,re-enactment or extension of it.

For the purpose of this document, “subsidiary” and “subsidiary undertaking” have the meanings given by theCompanies Act.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gendershall include the feminine or neutral gender.

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PART 9NOTICE OF GENERAL MEETING

Ei Group plc(Incorporated in England and Wales with registered number 02562808)

NOTICE OF GENERAL MEETING

NOTICE IS GIVEN that a general meeting of Ei Group plc (Company) will be held at 11.45 a.m. on7 February 2019, or, if later, immediately after the conclusion or adjournment of the annual general meeting ofthe Company to be held on the same day, at the offices of the Company at 3 Monkspath Hall Road, Solihull,West Midlands B90 4SJ (General Meeting) for the purposes of considering and, if thought fit, passing thefollowing resolution which shall be proposed as an ordinary resolution:

ORDINARY RESOLUTION

THAT the proposed disposal of a commercial property portfolio of various freehold and leasehold properties bythe Company and certain of its subsidiaries pursuant to sale agreements entered into on 10 January 2019 (SaleAgreements) (as defined and described in the circular sent to shareholders of the Company dated 17 January2019 (Circular)) (Disposal) on and subject to the terms and conditions of the Sale Agreements and which, asdescribed in the Circular, comprises a class 1 transaction under the Listing Rules of the United KingdomListing Authority, be approved and that the directors of the Company (Board) (or a duly authorised committeeof the Board) be authorised: (1) to take all such steps as the Board considers to be necessary or desirable inconnection with, and to implement, the Disposal; and (2) to agree such modifications, variations, revisions,waivers, extensions or amendments to any of the terms and conditions of the Disposal and/or the SaleAgreements and the associated and ancillary agreements and documents contemplated by the Sale Agreementsand/or described in the Circular (provided such modifications, variations, revisions, waivers, extensions oramendments are not of a material nature), as they may in their absolute discretion think fit.

Dated 17 January 2019

By order of the BoardLoretta TogherCompany Secretary

Registered office:3 Monkspath Hall RoadSolihullWest MidlandsB90 4SJ

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Notes:

1. A shareholder who is an individual is entitled to attend, speak and vote at the meeting or to appoint one ormore other persons as his proxy to exercise all or any of his rights on his behalf. Further details of how toappoint a proxy, and the rights of proxies, are given in the paragraphs below. A shareholder that is acompany can appoint one or more corporate representatives (such as a director or employee of thecompany) whose attendance at the meeting is treated as if the company were attending in person, or it canappoint one or more persons as its proxy to exercise all or any of its rights on its behalf. In each case, theperson attending the meeting will need to provide the Company or its registrars, Computershare InvestorServices PLC, with evidence of their identity and, if applicable, their appointment as a proxy or corporaterepresentative with authority to vote on behalf of the shareholder.

2. A shareholder may appoint more than one proxy in relation to the General Meeting, provided that eachproxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Aproxy does not need to be a shareholder of the Company. If you are appointing more than one proxy youwill need to state clearly on each form of proxy the number of shares in relation to which the proxy isappointed, and ensure that, taken together, the numbers of shares stated on the forms of proxy do notexceed your holding.

3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only theappointment submitted by the most senior holder will be accepted. Seniority is determined by the order inwhich the names of the joint holders appear in the Company’s register of members in respect of the jointholding (the first-named being the most senior).

4. A personalised form of proxy for use in connection with the meeting is enclosed with the document ofwhich this notice forms part. If you do not have a personalised form of proxy and believe that you should,please contact the Company’s registrars, Computershare Investor Services PLC on 0370 889 4080 or atThe Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Completion and return of a form of proxy will notprevent a shareholder from attending and voting at the General Meeting. Shareholders must inform theCompany in writing of any termination of the authority of a proxy. Addresses (including electronicaddresses) in this document are included strictly for the purposes specified and not for any other purpose.

5. To appoint a proxy or proxies shareholders must complete: (a) a form of proxy, sign it and return it,together with the power of attorney or any other authority under which it is signed, or a notarially certifiedcopy of such authority, to the Company’s registrars, Computershare Investor Services PLC, at ThePavilions, Bridgwater Road, Bristol, BS99 6ZY or (b) a CREST Proxy Instruction (see note 6 below); or(c) an online proxy appointment at www.investorcentre.co.uk/eproxy (you will need your unique PIN andShareholder Reference Number printed on your personalised form of proxy), in each case so that it isreceived no later than 11.45 a.m. on 5 February 2019.

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxyappointment service may do so for the General Meeting and any adjournment(s) of the meeting by usingthe procedures described in the CREST Manual (available via http://www.euroclear.com/CREST). CRESTpersonal members or other CREST sponsored members and those CREST members who have appointedany voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who willbe able to take the appropriate action on their behalf.

7. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordance withEuroclear UK & Ireland Limited’s specifications and must contain the information required for suchinstructions, as described in the CREST Manual. The message, regardless of whether it constitutes theappointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, inorder to be valid, be transmitted so as to be received by the Company’s agent (ID number 3RA50) by thelatest time for receipt of proxy appointments set out in paragraph 5 above. For this purpose, the time ofreceipt will be taken to be the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which the Company’s agent is able to retrieve the message by enquiry to CRESTin the manner prescribed by CREST. After this time any change of instructions to proxies appointedthrough CREST should be communicated to the appointee through other means.

8. CREST members and, where applicable, their CREST sponsors or voting service providers shouldnote that Euroclear UK & Ireland Limited does not make available special procedures in CREST for anyparticular messages. Normal system timings and limitations will therefore apply in relation to the input ofCREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the

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CREST member is a CREST personal member or sponsored member or has appointed any voting serviceprovider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as isnecessary to ensure that a message is transmitted by means of the CREST system by any particular time.In this connection, CREST members and, where applicable, their CREST sponsors or voting serviceproviders are referred, in particular, to those sections of the CREST Manual concerning practicallimitations of the CREST system and timings. The Company may treat as invalid a CREST ProxyInstruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations2001.

9. Only those shareholders included in the register of members of the Company at 6.30 p.m. on 5 February2019 or, if the meeting is adjourned, in the register of members at 6.30 p.m. on the day which is twoworking days before the time for holding any adjourned meeting, will be entitled to attend and to vote atthe General Meeting in respect of the number of shares registered in their names at that time. Changes toentries on the share register after the relevant deadline will be disregarded in determining the rights of anyperson to attend or vote at the General Meeting.

10. Under section 319A of the Companies Act 2006, the Company must cause to be answered any questionrelating to the business being dealt with at the General Meeting put by a member attending the meetingunless to do so would interfere unduly with the preparation for the meeting, or involve the disclosure ofconfidential information; the answer has already been given on a website in the form of an answer to aquestion; or it is undesirable in the interests of the Company or the good order of the meeting that thequestion be answered.

11. A copy of this notice of general meeting, and other information required by section 311A of theCompanies Act 2006 will be available on the Company’s website www.eigroupplc.com.

12. As at 9.00 a.m. on 15 January 2019 (being the latest practicable date prior to the publication of thisnotice), the Company’s issued share capital comprised 507,803,834 ordinary shares of 2.5 pence each,including 50,000,000 ordinary shares held in treasury. Each ordinary share carries the right to one vote at ageneral meeting of the Company and, therefore, the total number of voting rights in the Company,excluding shares held in treasury, as at 9.00 a.m. on 15 January 2019 is 457,803,834.

13. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by anotherperson and who have been nominated to receive communications from the Company in accordance withsection 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right underan agreement with the registered shareholder who holds the shares on their behalf to be appointed (or tohave someone else appointed) as a proxy for the General Meeting. Alternatively, if nominated persons donot have such a right, or do not wish to exercise it, they may have a right under such an agreement to giveinstructions to the person holding the shares as to the exercise of voting rights.

14. If you have been nominated to receive general shareholder communications directly from the Company, itis important to remember that your main contact in terms of your investment remains as it was (so theregistered shareholder, or perhaps custodian or broker, who administers the investment on your behalf).Therefore any changes or queries relating to your personal details and holding (including anyadministration thereof) must continue to be directed to your existing contact at your investmentmanager or custodian. The Company cannot guarantee dealing with matters that are directed to us in error.The only exception to this is where the Company, in exercising one of its powers under the CompaniesAct 2006, writes to you directly for a response.

15. The documents listed in paragraph 12 of Part 7 (Additional Information) of the Circular will be availablefor inspection at the registered office of the Company during usual business hours on any weekday(Saturdays, Sundays and Bank Holidays excluded) from the date of this notice until the date of theGeneral Meeting and also on the date and at the place of the General Meeting from 15 minutes before theGeneral Meeting until the conclusion of the General Meeting.

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Merrill Corporation Ltd, London19-2021-1