CORVEX MANAGEMENT CALLS FOR SALE OF WHITBREAD PLC

To the Board of Directors, and Shareholders, of Whitbread PLC:

Funds affiliated with Corvex Management ("Corvex" or "we") have an economic interest in over 11.8 million shares of Whitbread ("WTB" or the "Company"), representing an approximate 7% interest in the total shares outstanding.

We first engaged with the Board of Directors (the "Board") in early December with a simple message:

1. The status quo is untenable;
2. The Company continues to trade at an unacceptable discount to intrinsic value; and
3. With the challenges facing the business today, the need to pursue meaningful strategic and structural reform had become unignorable.

We called for the Board to reconsider its ~£3.5 billion capital plan and hire leading financial advisors to explore all strategic alternatives available to maximize long-term value for shareholders. We sought to be collaborative – with no predetermined outcome for this review – yet the Board made clear it had no interest in including one of the Company's largest shareholders to help in this process. We were told to "wait and see," so, we waited.

Despite our request to the contrary, the "new" five-year plan announced at the April 30^th Capital Markets Day doubled down on many of the core value-destructive components we opposed in the original plan. The Company remains committed to its ambitious growth targets, expecting to add ~14,000 non-AGP rooms across the UK and Germany over the next five years, despite neither market conditions nor the Company's underlying performance justifying such expansion. Most concerning is the Board's decision to increase its sale-leaseback target to approximately £1.5bn – monetizing the Company's most valuable freehold assets to fund these highly uncertain growth investments.

Now two weeks on from this announcement, the market has rendered its verdict. At the current ~£23 share price – a 13-year low – the stock trades at less than 8x pre-tax profit, a fraction of Whitbread's UK freehold asset value alone. This implies the market is ascribing zero value to Whitbread's remaining leasehold business, its German hotel assets, and its development properties currently under construction and not yet trading.

Whitbread's persistent structural complexity and chronic misallocation of capital have delivered double-digit negative returns across every reasonable investment horizon – one, three, five, and ten years¹. We have raised these concerns directly and repeatedly with the Board and management, yet rather than undertaking the substantive strategic change the situation demands, they have remained anchored to the status quo. The inevitable consequence is clear: absent transformative action, Whitbread's shares will continue to trade at a significant and unjustified discount to intrinsic value.

It is our conviction that the only credible path to unlocking that value is a sale of the Company. Accordingly, it is imperative that the Board immediately retains an independent investment bank and makes a public commitment to conduct a rigorous and comprehensive sale process, with the objective of maximizing value for all shareholders.

While any such process is ongoing, Whitbread must also immediately suspend all non-AGP growth capital expenditure and all proposed sale-leaseback transactions. Otherwise, we believe these actions would permanently impair the optionality and asset base that a transaction would seek to monetize. In their place, the Company's free cash flow should be returned to shareholders through an accelerated share repurchase program – a far more accretive use of capital at current valuations.

It is clear to us that as a Board and management team, you have failed to act with the urgency and adaptability Whitbread shareholders – the true owners of the Company – deserve. Should the Board prove unwilling to publicly commit to a formal sale process, Corvex is fully prepared to nominate a new slate of directors to ensure such a process is properly considered alongside the implementation of a clearer, more shareholder-minded capital allocation framework.

Respectfully,

Keith Meister
Managing Partner
Corvex Management

Contacts

Jonathan Gasthalter/Sam Fisher
Gasthalter & Co.
+1 (212) 257-4170
Corvex@gasthalter.com

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¹ WTB Total Returns as of May 15th, 2026: 10-Year: (-14%), 5-Year: (-14%), 3-Year: (-22%), 1-Year: (-15%)

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