Date of Announcement 31 Aug, 2018 Acquirer Target as ==w 8 Deal Rationale Deal Points + Coca Cola Company will now not only be the UK's biggest cfiee shop player but wil also geta strong, global cofe platform, witha footprint iin more than 30 countries. + Costa provides Coca-Cola with expertise in the coffee supply chain, including sourcing, vending and distribution. * Coca Col Company will get a greater market share in this highly fragmented and steadily growing beverage market * Costa has 8.237 Costa Express machines worldwide, in places like cinemas & offices making itcasier for Coca Cola to expand its offerings. * China is being looked at for driving long term growth, wth plans in place for expancing the store count therefrom 449 to 1200,by 2022. ‘+ Whitbread can now focus on attractive structural growth opportunities for Premier Inn in the UK and Germany. «The dea values Costa Coffee at $5.1bn which is 16.4 its FYI8 EBITDA. This value is sinfcany higher chan whats refected in Whithreads market value. Coca Cola will acquire all issued and outstanding shares of Costa Limited. + The deals expected to close in the first haf of 2019, ‘The deal is subject to customary closing conditions, including antitrust approvals in the European Union and Chin. + Coca-Cola expects the transaction to be slightly accretive in the frst full year, without accountng for impact from purchase accounting + Whitbread plans to return most ofthe proceeds from ths transaction to its shareholders. + Whitbread will bear transaction and separation costs wrth £100 milion.