Offer for The City Pub Group plc

Recommended offer (the “Offer”) by Young & Co.’s Brewery, P.L.C. (“Young’s”) for The City Pub Group plc (“City”)

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH YOUNG’S REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY YOUNG’S RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities.

Young’s reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Young’s.

To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

The Offer may be implemented under a scheme of arrangement provided for under English company law. If so, it is expected that any securities to be issued under the Offer would be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “US Securities Act“), provided by Section 3(a)(10) thereof and also would not be subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”).

Alternatively, the Offer may be implemented by way of a takeover offer under English law. If so, any securities to be issued under the Offer may be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Rule 802 thereunder. Alternatively, any securities to be issued under the Offer may be registered under the US Securities Act. If the Offer is implemented by way of a takeover offer, it will be done in compliance with the applicable rules under the US Exchange Act, including any applicable exemptions provided under Rules 14d-1(c) and 14d-1(d) thereunder.

Holders of City securities are urged to read any documents related to the Offer filed, furnished or to be filed or furnished with the U.S. Securities and Exchange Commission (the “SEC“) because they will contain important information regarding the Offer and any related offer of securities. Such documents will be available free of charge at the SEC’s website at www.sec.gov. Nothing in this area of the website shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Offer.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Young’s and the Young’s Group (being Young’s and its subsidiaries and subsidiary undertakings) and City and the City Group (being City and its subsidiaries and subsidiary undertakings) following the implementation of the Offer.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Young’s and the Young’s Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.

There are a number of factors that could affect the future operations of Young’s and the Young’s Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) price fluctuations in respect of particular product/s; (b) changes in demand for Young’s products; (c) currency fluctuations; (d) loss of market share and industry competition; (e) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (f) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (g) the ability to obtain requisite shareholder approvals and the satisfaction of other conditions on the proposed terms and schedule; (h) the ability of Young’s to successfully retain key employees.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Young’s annual report or accounts (available at Companies House and www.youngs.co.uk/investors). These factors also should be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Young’s, the Young’s Group, City or the City Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by Young’s speak only at the specified date of the relevant document and Young’s has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer-related materials issued or published by City, or which relate to City and the City Group, that are accessible on this website, the only responsibility accepted by Young’s and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Young’s, nor Young’s, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

• I have read and understood the notice set out above and I agree to be bound by its terms.
• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
• I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
• I represent and warrant to Young’s that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.