FOR IMMEDIATE RELEASE

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE BONDHOLDERS

If the Bondholders are in any doubt about the contents of this notice or the action they should take they should consult a person authorised under the Financial Services and Market Act 2000 to advise on the Bonds such as their stockbroker, solicitor, tax adviser, accountant or other financial adviser.

2 December 2022

STAGECOACH GROUP LIMITED

NOTICE OF ENTRY INTO OF SECURITY DOCUMENTS RELATING TO

£400,000,000 4.00 per cent. Bonds due 2025 (the “Bonds”)
Common Code: 129800224/ISIN: XS1298002244

Stagecoach Group Limited, formerly Stagecoach Group plc, which was re-registered as a private company with the name Stagecoach Group Limited on 17 October 2022 (the “Issuer”) announces that in connection with the amendment and restatement of its existing bank facilities (the “Existing Bank Facilities”) with its existing bilateral bank lenders (the “Existing Lenders”), Inframobility UK Bidco Limited (“PEIF III Bidco”), the immediate holding company of the Issuer, has on 1 December 2022 entered into the following security documents (the “Security Documents”) as security for, amongst other things, the Issuer’s obligations under its Existing Bank Facilities and the Bonds:

1. a Scots law pledge over PEIF III Bidco’s shareholding in the Issuer from time to time (the “Scots Share Security”); and

2. an English law security assignment over intercompany receivables owing from the Issuer to PEIF III Bidco from time to time (the “English Receivables Security” and together with the Scots Share Security, the “Security”).

The Security has been granted in favour of HSBC Corporate Trustee Company (UK) Limited as security agent for itself and on behalf of, amongst others, the Existing Lenders and HSBC Corporate Trustee Company (UK) Limited in its capacity as trustee for the holders of the Bonds under the trust deed dated 29 September 2015.

The Security Documents are regulated by an English law intercreditor agreement which the Issuer has entered into on 1 December 2022 with PEIF III Bidco, the Security Agent and the Existing Lenders which provides that on any enforcement of the Security or on any distressed disposal of the assets the subject of the Security, the proceeds of enforcement or disposal will be applied (after payment of: (i) amounts owing to the Security Agent, any receiver or delegate and (ii) the costs and expenses incurred in connection with any enforcement of the Security) in payment of amounts owing under the Existing Bank Facilities, the Bonds and any other financial indebtedness permitted under the terms of the Deed Poll dated 18 July 2022, on a pari passu, pro rata basis.

Enquiries

This Notice is given by:

Stagecoach Group Limited
10 Dunkeld Road
Perth
Perthshire
PH1 5TW

Dated: 2 December 2022