THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II(EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORYSTATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. ThisDocument contains a proposal which, if implemented, will result in the cancellation of the listing ofMerlin Shares on the Official List and of trading of Merlin Shares on the London Stock Exchange.

If you are in any doubt as to the contents of this Document or the action you should take, you arerecommended to seek your own financial advice immediately from your stockbroker, bank manager,accountant or other independent financial adviser authorised under the Financial Services andMarkets Act 2000, if you are in the United Kingdom, or from another appropriately authorisedindependent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or have sold or otherwise transferred all of your Merlin Shares or Merlin ADSs, please sendthis Document together with the accompanying documents (other than documents or forms personalto you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent throughwhom the sale or transfer was effected, for transmission to the purchaser or transferee. However,such documents should not be forwarded or transmitted in or into or from any jurisdiction in whichsuch act would constitute a violation of the relevant laws of such jurisdiction.

If you sell or have sold or otherwise transferred only part of your holding of Merlin Shares or MerlinADSs, you should retain these documents and contact the bank, stockbroker or other agent throughwhom the sale or transfer was effected.

The release, publication or distribution of this Document and any accompanying documents (in wholeor in part) in or into or from jurisdictions other than the United Kingdom may be restricted by the lawsof those jurisdictions and therefore persons into whose possession this Document comes shouldinform themselves about, and observe, any such restrictions. Failure to comply with any suchrestrictions may constitute a violation of the securities laws of any such jurisdiction.

Neither this Document nor any of the accompanying documents do or are intended to constitute orform part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwisedispose of, any securities or the solicitation of any vote or approval pursuant to the Acquisition orotherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document isnot a prospectus or prospectus equivalent document.

Recommended Cash Acquisition of

Merlin Entertainments plcby

Motion Acquisition Limited(a newly formed company owned by joint offerors (i) KIRKBI and(ii) Blackstone Core Equity Partners and CPPIB as a co-investor)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

This Document (including all information incorporated into this Document by reference toanother source) should be read as a whole and in conjunction with the Forms of Proxy. Yourattention is drawn to Part I (Letter from the Chairman of Merlin Entertainments plc) of thisDocument, which contains the unanimous recommendation of the Merlin IndependentDirectors that you vote in favour of the Scheme at the Court Meeting and the SpecialResolution to be proposed at the General Meeting. A letter from Barclays, Goldman SachsInternational and Citi explaining the Scheme appears in Part II (Explanatory Statement) of thisDocument.

Notices of the Court Meeting and the General Meeting, both of which will be held at Mini Auditorium,DLA Piper UK LLP, 160 Aldersgate Street, Barbican, London, EC1A 4HT on 3 September 2019, areset out in Parts X and XI of this Document. The Court Meeting will start at 11:00 a.m. on that date andthe General Meeting at 11:10 a.m. or as soon thereafter as the Court Meeting is concluded oradjourned.

Action to be taken by Merlin Shareholders is set out on pages 8 to 10 and at section 18 ofPart II (Explanatory Statement) of this Document. Whether or not they intend to attend theGeneral Meeting or the Court Meeting in person, Merlin Shareholders are asked to completeand return the enclosed blue and yellow Forms of Proxy (or appoint a proxy electronically asreferred to in this Document) in accordance with the instructions printed thereon as soon aspossible, but in any event so as to be received by Merlin’s registrars, Computershare, not laterthan 48 hours before the relevant meeting (excluding any part of such 48 hour period falling ona non-working day). Merlin Shareholders who hold Merlin Shares in CREST may also appoint aproxy using CREST by following the instructions set out on pages 9 and 10 of this Document.If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may behanded to a representative of Computershare, on behalf of the Chairman of the Court Meeting,or to the Chairman of the Court Meeting at the Court Meeting before the start of the CourtMeeting. However, in the case of the General Meeting, if the yellow Form of Proxy is not lodgedby the relevant time, it will be invalid. The return of a completed Form of Proxy or theappointment of a proxy electronically through CREST will not prevent a Merlin Shareholderfrom attending the General Meeting or the Court Meeting and voting and speaking at therelevant Meeting in person if they are entitled and wish to do so.

Action to be taken by Merlin ADS Holders is set out at section 3 of Part VII (AdditionalInformation for Overseas Shareholders and Merlin ADS Holders) of this Document. Merlin ADSHolders are asked to complete and return the enclosed ADS Voting Instruction Card inaccordance with the instructions printed thereon as soon as possible, but in any event so as tobe received by the Depositary no later than 10:00 a.m. (New York time) on 28 August 2019. Ifyou hold Merlin ADSs and wish to vote at the Court Meeting and/or the General Meetingdirectly (whether in person or by proxy), you must instruct the Depositary to cancel yourMerlin ADSs, subject to the terms and conditions of the Deposit Agreement, and deliver theMerlin Shares to you or your nominee to ensure that you are registered as a MerlinShareholder prior to the Voting Record Time.

Certain terms used in this Document are defined in Part IX (Definitions).

If you have any questions about this Document, the Court Meeting or the General Meeting, or are inany doubt as to how to complete the Forms of Proxy or to submit your proxies electronically, pleasecall Computershare between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays)on +44 (0)370 703 6259. Calls from outside the UK will be charged at the applicable international rate.Different charges may apply to calls from mobile telephones. Please note that calls may be monitoredor recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits ofthe Acquisition or the Scheme.

Merlin ADS Holders will receive a Depositary Notice which will contain instructions on how to votetheir Merlin ADSs. Merlin ADS Holders should refer to Part VII (Additional Information for OverseasShareholders and Merlin ADS Holders) of this Document which contains important informationrelevant to such holders. Merlin ADS Holders who have any questions should contact the Depositaryusing the contact details provided on the ADS Voting Instruction Card. Merlin ADS Holders who holdMerlin ADSs indirectly, should contact the bank, broker, financial institution or administrator throughwhich such Merlin ADSs are held.

Goldman Sachs International, which is authorised in the United Kingdom by the PRA and regulated inthe United Kingdom by the FCA and the PRA, is acting exclusively for Merlin as financial adviser andno one else in connection with the Acquisition and other matters set out in this Document andaccordingly will not be responsible to anyone other than Merlin in providing the protections afforded toclients of Goldman Sachs International or for providing advice in relation to the Acquisition, thecontents of this Document or any other matters referred to herein. Neither Goldman SachsInternational nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability orresponsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, understatute or otherwise) to any person who is not a client of Goldman Sachs International in connectionwith this Document, any statement contained herein or otherwise.

Barclays, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdomby the FCA and the PRA, is acting exclusively for Merlin as financial adviser and no one else inconnection with the Acquisition and will not be responsible to anyone other than Merlin in providingthe protections afforded to clients of Barclays or for providing advice in connection with the

1

Acquisition, the contents of this Document or any other matters referred to herein. Neither Barclaysnor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibilitywhatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Barclays in connection with this Document, anystatement contained herein or otherwise.

Citi, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom bythe FCA and the PRA, is acting exclusively for Merlin as financial adviser and no one else inconnection with the Acquisition and other matters set out in this Document and will not be responsibleto anyone other than Merlin for providing the protections afforded to clients of Citi, or for providingadvice in connection with the Acquisition, the content of this Document or any matter referred toherein. Neither Citi nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liabilityor responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, understatute or otherwise) to any person who is not a client of Citi in connection with this Document, anystatement contained herein or otherwise.

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively asfinancial adviser to Bidco and no one else in connection with the Acquisition and other matters set outin this Document and will not be responsible to anyone other than Bidco for providing the protectionsafforded to clients of Lazard or for providing advice in relation to the Acquisition, the contents of thisDocument or any other matters referred to herein. Neither Lazard nor any of its affiliates owes oraccepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract,in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with thisDocument, any statement contained herein or otherwise.

BofA Merrill Lynch, which is authorised in the United Kingdom by the PRA and regulated in the UnitedKingdom by the FCA and the PRA, is acting exclusively for Blackstone and for no one else and willnot be responsible to anyone other than Blackstone for providing the protections afforded to its clientsor for providing advice in relation to the matters referred to in this Document. Neither BofA MerrillLynch, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whetherdirect or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not aclient of BofA Merrill Lynch in connection with this Document, any statement contained herein orotherwise.

In accordance with the Code, normal United Kingdom market practice and Rule 14e- 5(b) of the USExchange Act, each of Goldman Sachs International, Barclays and Citi and their respective affiliateswill continue to act as exempt principal trader in Merlin securities on the London Stock Exchange.These purchases and activities by exempt principal traders which are required to be made public inthe United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and willbe available on the London Stock Exchange website at www.londonstockexchange.com. Thisinformation will also be publicly disclosed in the United States to the extent that such information ismade public in the United Kingdom.

2

IMPORTANT NOTICE

The release, publication or distribution of this Document in or into or from jurisdictions other than theUnited Kingdom may be restricted by law and therefore any persons who are subject to the laws ofany jurisdiction other than the United Kingdom should inform themselves about, and observe, suchrestrictions. Any failure to comply with the applicable restrictions may constitute a violation of thesecurities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companiesand persons involved in the Acquisition disclaim any responsibility or liability for the violation of suchrestrictions by any person. This Document does not constitute an offer or invitation to purchase orsubscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Documentor otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Overseas Shareholders

This Document has been prepared for the purposes of complying with English law, the Code, theMarket Abuse Regulation, the Disclosure Guidance and Transparency Rules and the ListingRules and the information disclosed may not be the same as that which would have been disclosed ifthis Document had been prepared in accordance with the laws of jurisdictions outside England andWales.

The availability of the Acquisition to Merlin Shareholders who are not resident in and citizens of theUK may be affected by the laws of the relevant jurisdictions in which they are located or of which theyare citizens. Persons who are not resident in the UK should inform themselves of, and observe, anyapplicable legal or regulatory requirements of their jurisdictions. In particular, the ability of personswho are not resident in the United Kingdom to vote their Merlin Shares with respect to the Scheme atthe Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf,may be affected by the laws of the relevant jurisdictions in which they are located. Any failure tocomply with the applicable restrictions may constitute a violation of the securities laws of any suchjurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved inthe Acquisition disclaim any responsibility or liability for the violation of such restrictions by anyperson.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law andregulation, the Acquisition will not be made available, directly or indirectly, in, into or from a RestrictedJurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favourof the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or anyother jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of thisDocument and any formal documentation relating to the Acquisition are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (including custodians, nominees and trustees)must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisitionis implemented by way of a Takeover Offer (unless otherwise permitted by applicable law andregulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mailsor any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronictransmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national,state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not becapable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Merlin and Merlin ADS Holders

The Acquisition relates to shares in an English company and is proposed to be made by means of ascheme of arrangement under English company law. US holders of Merlin Shares and Merlin ADSHolders should note that the Scheme relates to the shares of an English company that is a “foreignprivate issuer” as defined under Rule 3b-4 of the US Exchange Act and will be governed by Englishlaw. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act willapply to the Acquisition and the Scheme. Moreover, the Acquisition and the Scheme are subject to thedisclosure requirements and practices applicable in England to schemes of arrangement, which differfrom the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financialinformation included in this Document has been prepared in accordance with accounting standardsapplicable in the UK that may not be comparable to financial statements of US companies whosefinancial statements are prepared in accordance with generally accepted accounting principles in the

3

United States. If Bidco were to elect to implement the acquisition of the Merlin Shares by way of aTakeover Offer, such offer will be made in compliance with applicable US securities laws andregulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

Neither the SEC nor any securities commission of any state of the US nor any other US regulatoryauthority has approved the Acquisition, passed upon the fairness of the Acquisition or passed uponthe adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence inthe US.

In accordance with normal UK practice, Bidco or its nominees, or its brokers (acting as agents), mayfrom time to time make certain purchases of, or arrangements to purchase, Merlin Shares outside ofthe US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Schemebecomes effective, lapses or is otherwise withdrawn in compliance with applicable law, including theUS Exchange Act. These purchases may occur either in the open market at prevailing prices or inprivate transactions at negotiated prices. Any information about such purchases will be disclosed asrequired in the UK, will be reported to a Regulatory Information Service and will be available on theLondon Stock Exchange website at www.londonstockexchange.com.

It may be difficult for US holders of Merlin Shares and Merlin ADS Holders to enforce their rights andany claim arising out of the US federal securities laws, since Merlin and Bidco are each located in anon-US jurisdiction, and some or all of their officers and directors are residents of non-USjurisdictions. US holders of Merlin Shares and Merlin ADS Holders may not be able to sue a non-UScompany or its officers or directors in a non-US court for violations of US securities laws. Further, itmay be difficult to compel a non-US company and its affiliates to subject themselves to a US court’sjudgement.

The statements contained in this Document are made as at the date of this Document, unless someother time is specified in relation to them, and service of this Document shall not give rise to anyimplication that there has been no change in the facts set forth in this Document since such date.Nothing in this Document shall be deemed to be a forecast, projection or estimate of the futurefinancial performance of Merlin, the Merlin Group, Bidco, the Bidco Group or the Consortium exceptwhere otherwise stated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Document includes ‘forward-looking statements’ (including as defined under United Statessecurities laws), which may include statements about the expected timing of the Scheme, theexpected effects on Merlin of the Scheme, potential strategic options, productivity improvements,estimated future growth and market position and all other statements in this Document other thanstatements of historical fact.

Forward-looking statements include, without limitation, statements that typically contain words such as“can be”, “target”, “expect”, “estimates”, “aim”, “budget”, “projects”, “strategy”, “scheduled”, “forecasts”,“opportunity”, “create”, “represent”, “extend”, “provide”, “enable”, “achieve”, “intends”, “will”, “would”,“could”, “may”, “might”, “should”, “proposed”, “enhancing”, “believes”, “anticipates” or “does notanticipate” or similar expressions. Although Bidco and Merlin believe that the expectations reflected insuch forward-looking statements are reasonable, Bidco and Merlin can give no assurance that suchexpectations will prove to be correct. By their nature, forward-looking statements involve known orunknown risks and uncertainties because they relate to events and depend on circumstances thatmay occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including, but not limited to: the ability tocomplete the Acquisition, the ability to obtain requisite regulatory and shareholder approvals and thesatisfaction of other Conditions on the proposed terms and schedule, the enactment of legislation orregulation that may impose costs or restrict activities, future market conditions, the behaviour of othermarket participants, an adverse change in the economic climate, a fluctuation in the level of clients’commercial activity, appropriate consultation with employee representative bodies and a loss of keypersonnel. Many of these risks and uncertainties relate to factors that are beyond the companies’abilities to control or estimate precisely, such as future market conditions and the behaviours of othermarket participants. The forward-looking statements contained in this Document are made as of thedate hereof. Other than in accordance with their legal or regulatory obligations, none of Merlin, anymember of the Merlin Group, Bidco, any member of the Bidco Group or any member of theConsortium assumes any obligation or intends publicly to update or revise these forward-looking

4

statements, whether as a result of future events, new information or otherwise except as requiredpursuant to applicable law.

NO PROFIT FORECASTS OR ESTIMATES

No statement in this Document, or incorporated by reference in this Document, is intended to be or isto be construed as a profit forecast or profit estimate for any period and no statement in thisDocument, or incorporated by reference in this Document, should be interpreted to mean thatearnings or earnings per Merlin Share for the current or future financial years would necessarily matchor exceed the historical published earnings or earnings per Merlin Share.

ROUNDING

Certain figures included in this Document have been subjected to rounding adjustments. Accordingly,figures shown for the same category presented in different tables may vary slightly and figures shownas totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

ELECTRONIC COMMUNICATIONS

Please be aware that addresses, electronic addresses and certain other information provided byMerlin Shareholders, persons with information rights and other relevant persons for the receipt ofcommunications from Merlin may be provided to Bidco during the Offer Period as required underSection 4 of Appendix 4 of the Code.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class ofrelevant securities of an offeree company or of any securities exchange offeror (being any offerorother than an offeror in respect of which it has been announced that its offer is, or is likely to be, solelyin cash) must make an Opening Position Disclosure following the commencement of the Offer Periodand, if later, following the announcement in which any securities exchange offeror is first identified. AnOpening Position Disclosure must contain details of the person’s interests and short positions in, andrights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies mustbe made by no later than 3:30 pm (London time) on the 10th Business Day following thecommencement of the Offer Period and, if appropriate, by no later than 3:30 pm (London time) on the10th Business Day following the announcement in which any securities exchange offeror is firstidentified. Relevant persons who deal in the relevant securities of the offeree company or of asecurities exchange offeror prior to the deadline for making an Opening Position Disclosure mustinstead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes interested in 1 per cent. or more ofany class of relevant securities of the offeree company or of any securities exchange offeror mustmake a Dealing Disclosure if the person deals in any relevant securities of the offeree company or ofany securities exchange offeror. A Dealing Disclosure must contain details of the dealing concernedand of the person’s interests and short positions in, and rights to subscribe for, any relevant securitiesof each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent thatthese details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whomRule 8.3(b) applies must be made by no later than 3:30 pm (London time) on the Business Dayfollowing the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in relevant securities of an offeree company or a securitiesexchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. OpeningPosition Disclosures must also be made by the offeree company and by any offeror and DealingDisclosures must also be made by the offeree company, by any offeror and by any persons acting inconcert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities, Opening PositionDisclosures and Dealing Disclosures must be made can be found in the Disclosure Table on theTakeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror was first identified. You

5

should consult the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt asto whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

PUBLICATION ON WEBSITE AND AVAILABILITY OF THIS DOCUMENT

A copy of this Document, together with all information incorporated by reference to this Document, willbe made available on the Merlin website at www.merlinentertainments.biz/recommended-offer and theBidco website at www.motion-offer.com by no later than 12:00 p.m. (London time) on the BusinessDay following the date of publication of this Document (subject to any applicable restrictions relating topersons resident in Restricted Jurisdictions). For the avoidance of doubt, save as expressly referred toin this Document, the contents of those websites are not incorporated into and do not form part of thisDocument.

You may request a hard copy of this Document or information incorporated into this Document byreference to another source, free of charge, by calling Merlin’s registrars, Computershare,on +44 (0)370 703 6259 or by writing to Computershare at The Pavilions, Bridgwater Road,Bristol, BS99 6ZY stating your name, and the address to which the hard copy should be sent. A hardcopy of any such information will not be sent to you unless you so request it. You may also requestthat all future documents, announcements and information sent to you in relation to the Acquisitionshould be in hard copy form.

This Document is dated 1 August 2019.

6

CONTENTS

ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PART I LETTER FROM THE CHAIRMAN OF MERLIN ENTERTAINMENTS PLC . . . . . . . . . 13

PART II EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

PART III CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THEACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

PART IV THE SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

PART V FINANCIAL AND RATINGS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

PART VI UNITED KINGDOM TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

PART VII ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS AND MERLINADS HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

PART VIII ADDITIONAL INFORMATION ON MERLIN, BIDCO AND THE CONSORTIUM . . . . 62

PART IX DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

PART X NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

PART XI NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

7

ACTION TO BE TAKEN

For the reasons set out in this Document, the Merlin Independent Directors, who have been soadvised by Goldman Sachs International, Barclays and Citi as to the financial terms of theAcquisition, consider the terms of the Acquisition to be fair and reasonable. In providingadvice to the Merlin Independent Directors, Goldman Sachs International, Barclays and Citihave taken into account the commercial assessments of the Merlin Independent Directors.

Accordingly, in order to implement the Acquisition, the Merlin Independent Directorsunanimously recommend that you vote in favour of the Scheme at the Court Meeting andthe Special Resolution proposed at the General Meeting, as the Merlin Independent Directorswho hold Merlin Shares in their own name or through a nominee have irrevocably undertakento do in respect of their own beneficial holdings of Merlin Shares (or those Merlin Shares overwhich they have control), and that you take the action described below.

This page should be read in conjunction with the rest of this Document, and in particular, section 9 ofPart I (Letter from the Chairman of Merlin Entertainments plc) and section 18 of Part II (ExplanatoryStatement) of this Document and the notices of the Court Meeting and the General Meeting at the endof this Document.

1. Documents

Merlin Shareholders—please check that you have received the following:

• a blue Form of Proxy for use in respect of the Court Meeting on 3 September 2019;

• a yellow Form of Proxy for use in respect of the General Meeting on 3 September 2019; and

• a pre-paid envelope for use in the UK only for the return of the blue Form of Proxy and the yellowForm of Proxy.

If you have not received all of these documents, please contact the Shareholder Helpline on thenumber indicated below.

Merlin ADS Holders—please check that you have received the following:

• an ADS Voting Instruction Card; and

• a Depositary Notice.

If you hold your Merlin ADSs indirectly and have not received these documents, please contact yourbroker, bank, financial institution or administrator through which you hold your Merlin ADSs.

2. Voting at the Court Meeting and the General Meeting

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF INDEPENDENT SHAREHOLDER OPINION. WHETHER OR NOT YOUINTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY URGED TOCOMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY (OR APPOINT A PROXY ONLINEOR THROUGH CREST ELECTRONIC PROXY APPOINTMENT SERVICE) AS SOON ASPOSSIBLE.

The Scheme will require approval at a meeting of Independent Shareholders convened with thepermission of the Court to be held at Mini Auditorium, DLA Piper UK LLP, 160 Aldersgate Street,Barbican, London, EC1A 4HT at 11:00 a.m. (London time) on 3 September 2019. Implementation ofthe Scheme will also require approval of the Special Resolution relating to the Acquisition to beproposed at the General Meeting. The General Meeting will be held at the same place as the CourtMeeting on 3 September 2019 at 11:10 a.m. (London time) (or as soon thereafter as the CourtMeeting shall have been concluded or adjourned).

Merlin Shareholders entitled to attend and vote at the Meetings are entitled to appoint a proxy toexercise all or any of their rights to attend, speak and vote at the Court Meeting and/or GeneralMeeting. A proxy need not be a Merlin Shareholder.

8

(a) Sending Forms of Proxy by post or by hand

Please complete and sign the Forms of Proxy in accordance with the instructions printed on them andreturn them, either (i) by post, or (ii) during normal business hours only, by hand, to Merlin’s registrars,Computershare, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, so as to be received as soonas possible and in any event not later than the relevant times set out below:

Blue Forms of Proxy for the Court Meeting . . . . 11:00 a.m. (London time) on 30 August 2019

Yellow Forms of Proxy for the General Meeting . 11:10 a.m. (London time) on 30 August 2019

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not laterthan 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the timefixed for the adjourned Meeting.

If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed toa representative of Computershare on behalf of the Chairman of the Court Meeting, or to theChairman of the Court Meeting, at the Court Meeting before the start of the Court Meeting. However,in the case of the General Meeting, if the yellow Form of Proxy is not returned so as to be received bythe time mentioned above and in accordance with the instructions in the Form of Proxy, it will beinvalid.

The completion and return of Forms of Proxy, or the appointment of a proxy electronically usingCREST (or any other procedure described below), will not prevent you from attending and voting atthe Court Meeting and/or General Meeting, or any adjournments thereof, in person should you wish todo so and should you be so entitled.

(b) Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointedelectronically by logging on to the following website: www.investorcentre.co.uk/eproxy and followingthe instructions there. For an electronic proxy appointment to be valid, the appointment must bereceived by Computershare no later than 11:00 a.m. (London time) on 30 August 2019 for the CourtMeeting and 11:10 a.m. (London time) on 30 August 2019 for the General Meeting (or, in the case ofadjournment(s), not later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the adjourned Meeting(s)). Full details of the procedure to befollowed to appoint a proxy electronically are given on the website.

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time,you may complete the blue Form of Proxy and hand it to a representative of Computershare or theChairman of the Court Meeting, before the start of that Meeting.

(c) Electronic appointment of proxies through CREST

If you hold Merlin Shares in uncertificated form through CREST and wish to appoint a proxy or proxiesfor the Court Meeting or the General Meeting (or any adjourned Meeting) by using the CRESTelectronic proxy appointment service, you may do so by using the procedures described in the CRESTManual (please also refer to the accompanying notes to the notices of the Meetings set out in Part X(Notice of Court Meeting) and Part XI (Notice of General Meeting) of this Document). CREST personalmembers or other CREST sponsored members, and those CREST members who have appointed anyvoting 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.

In order for a proxy appointment or instruction made using the CREST service to be valid, theappropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated inaccordance with the specifications of Euroclear and must contain the information required for suchinstructions as described in the CREST Manual. The message (regardless of whether it constitutesthe appointment of a proxy or an amendment to the instructions given to a previously appointed proxy)must, in order to be valid, be transmitted so as to be received by Computershare (ID number 3RA50)not later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) beforethe time fixed for the Court Meeting or the General Meeting (or adjourned Meeting), as applicable. Forthis purpose, the time of receipt will be taken to be the time (as determined by the timestamp appliedto the message by the CREST Applications Host) from which Computershare is able to retrieve the

9

message by enquiry to CREST in the manner prescribed by CREST. After this time, any change ofinstructions to proxies appointed through CREST should be communicated to the appointee throughother means.

CREST members and, where applicable, their CREST sponsors or voting service providers shouldnote that Euroclear does not make available special procedures in CREST for any particularmessages. Normal system timings and limitations will therefore apply in relation to the input of CRESTProxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CRESTmember is a CREST personal member or sponsored member or has appointed any voting serviceprovider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such actionas shall be necessary to ensure that a message is transmitted by means of the CREST system by anyparticular time. For further information on the logistics of submitting messages in CREST, CRESTmembers and, where applicable, their CREST sponsors or voting service providers are referred, inparticular, to those sections of the CREST Manual concerning practical limitations of the CRESTsystem and timings.

Merlin may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CRESTRegulations.

3. Merlin Share Plans

Participants in the Merlin Share Plans will be contacted separately regarding the effect of the Schemeon their rights under the Merlin Share Plans.

4. Shareholder Helpline

If you have any questions about this Document, the Court Meeting, the General Meeting or how tocomplete the Forms of Proxy or to submit your proxies electronically, please call Computersharebetween 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays)on +44 (0)370 703 6259. Calls from outside the UK will be charged at the applicable internationalrate. Different charges may apply to calls from mobile telephones. Please note that calls may bemonitored or recorded and Computershare cannot provide legal, tax or financial advice or advice onthe merits of the Acquisition or the Scheme.

10

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Merlin’s and Bidco’s current expected dates for theimplementation of the Scheme and is subject to change. If any of the dates and/or times in thisexpected timetable change, the revised dates and/or times will be notified to Merlin Shareholders byannouncement through the Regulatory Information Service of the London Stock Exchange.

Event Time and/or date

ADS Record Time . . . . . . . . . . . . . . . . . 5:00 p.m. (New York time) on 26 July 2019

Publication of this Document . . . . . . . . . 1 August 2019

Latest Time for Merlin ADS Holders tocancel their Merlin ADSs and receiveMerlin Shares ahead of the Voting RecordTime . . . . . . . . . . . . . . . . . . . . . . . . 5:00 p.m. (New York time) on 22 August 2019(1)

Latest time for receipt of ADS VotingInstruction Card . . . . . . . . . . . . . . . . . 10:00 a.m. (New York time) on 28 August 2019(1)

Latest time for lodging Forms of Proxyfor the:

Court Meeting (blue form) . . . . . . . . . . 11:00 a.m. on 30 August 2019(2)

General Meeting (yellow form) . . . . . . . 11:10 a.m. on 30 August 2019(3)

Voting Record Time . . . . . . . . . . . . . . . . 6:00 p.m. on 30 August 2019(4)

Court Meeting . . . . . . . . . . . . . . . . . . . 11:00 a.m. on 3 September 2019

General Meeting . . . . . . . . . . . . . . . . . 11:10 a.m. on 3 September 2019(5)

The following dates are indicative only and are subject to change(6)

Scheme Court Hearing . . . . . . . . . . . . . . A date expected to be in the fourth quarter of 2019and, in any event, prior to the Long Stop Date, subject

to the satisfaction (or, if applicable, waiver) ofConditions 3(A) to 3(G) (inclusive) (“D”)

Last day of dealings in, and for theregistration of transfer of Merlin Shares . D+1 Business Day

Scheme Record Time . . . . . . . . . . . . . . 6:00 p.m. on D+1 Business Day

Suspension of dealings in and disablementof CREST in respect of Merlin Shares . . 6:00 p.m. on D+1 Business Day

Effective Date of the Scheme . . . . . . . . By 8:00 a.m. on D+2 Business Days

Cancellation of listing of Merlin Shares . . . By 8:00 a.m. on D+2 Business Days

Latest date for despatch of cheques andcrediting of CREST accounts for cashconsideration due under the Scheme . . . within 14 days of the Effective Date

Long Stop Date(7) . . . . . . . . . . . . . . . . . 29 February 2020

(1) Or, if either the Court Meeting or the General Meeting is adjourned, such later date as may be notified by the Depositary.

(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointedfor the Court Meeting or, if the Court Meeting is adjourned, the time fixed for any adjourned Court Meeting (excluding anypart of such 48 hour period falling on a non-working day). If the blue Form of Proxy for the Court Meeting is not returned bythe above time, it may be handed to a representative of Computershare or to the Chairman of the Court Meeting before thestart of that Meeting.

(3) In order to be valid, the yellow Forms of Proxy for the General Meeting must be received by 11:10 a.m. on 30 August 2019or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding anypart of such 48 hour period falling on a non-working day).

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meetingwill be 6:00 p.m. on the day which is two days (excluding non-working days) prior to the date of the adjourned meeting.

(5) To commence at 11:10 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

11

(6) These dates are indicative only and will depend, among other things, on the date upon which (i) the Conditions are satisfiedor (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar ofCompanies.

(7) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to suchlater date as Merlin and Bidco may agree in writing (with the Panel’s consent and as the Court may approve (if suchconsent and/or approval is/are required)).

All references in this Document to times are to London time unless otherwise stated.

12

PART ILETTER FROM THE CHAIRMAN OF MERLIN ENTERTAINMENTS PLC

Merlin Entertainments plcLink House

25 West StreetPooleDorset

BH15 1LD

(Incorporated in England and Wales with registered number 08700412)

Directors:

Sir John Sunderland (Chairman)

Nick Varney (Chief Executive Officer)

Anne-Francoise Nesmes (Chief Financial Officer)

Rachel Chiang (Independent Non-executive Director)

Andrew Fisher (Independent Non-executive Director)

Charles Gurassa (Senior Independent Non-executive Director)

Fru Hazlitt (Independent Non-executive Director)

Trudy Rautio (Independent Non-executive Director)

Søren Thorup Sørensen (Non-executive Director)

1 August, 2019

To the holders of Merlin Shares and, for information only, to holders of awards and options under theMerlin Share Plans and persons with information rights.

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF MERLIN ENTERTAINMENTS PLC BY MOTIONACQUISITION LIMITED

1. Introduction

On 28 June 2019 the Merlin Independent Directors and the board of Bidco announced that they hadagreed the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entireissued and to be issued share capital of Merlin, other than Merlin Shares owned or controlled byKIRKBI, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of theCompanies Act. Bidco is a newly formed company owned by joint offerors (i) KIRKBI and(ii) Blackstone Core Equity Partners and CPPIB as a co-investor.

I am writing to you today, on behalf of the Merlin Independent Directors to set out thebackground to the Acquisition and the reasons why the Merlin Independent Directors considerthe terms of the Acquisition to be fair and reasonable and are unanimously recommending thatyou vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolutionat the General Meeting, as the Merlin Independent Directors who hold Merlin Shares in theirown name or through a nominee have irrevocably undertaken to do in respect of their ownbeneficial holdings of Merlin Shares (or those Merlin Shares over which they have control),which amount in total to 7,420,712 Merlin Shares as at the Latest Practicable Date. I draw your

13

attention to the letter from Barclays, Goldman Sachs International and Citi set out in Part II(Explanatory Statement) of this Document which gives details about the Acquisition and to theadditional information set out in Part VIII (Additional Information on Merlin, Bidco and theConsortium) of this Document. Further information relating to the irrevocable undertakingsgiven by the Directors, including the circumstances in which they may lapse, is set out atsection 4 of this letter, and in section 9 of Part VIII (Additional Information on Merlin, Bidco andthe Consortium) of this Document.

In order to approve the terms of the Acquisition, the required majority of Independent Shareholderswill need to vote in favour of the resolution to be proposed at the Court Meeting and the requiredmajority of Merlin Shareholders will need to vote in favour of the Special Resolution at the GeneralMeeting. The Court Meeting and the General Meeting are to be held on 3 September 2019 at11:00 a.m. and 11:10 a.m. (or immediately after the conclusion of the Court Meeting), respectively, atMini Auditorium, DLA Piper UK LLP, 160 Aldersgate Street, Barbican, London, EC1A 4HT. Details ofthe actions you should take are set out in section 9 of Part II (Explanatory Statement) of thisDocument. The recommendation of the Merlin Independent Directors is set out in section 12 of thisletter. Søren Thorup Sørensen has not participated in the decision to make the recommendation setout in section 12 of this letter as he is the Chief Executive Officer of KIRKBI A/S.

2. Summary of the terms of the Acquisition

Under the terms of the Acquisition, which is subject to the Conditions and further terms set out inPart III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document,Scheme Shareholders will be entitled to receive:

for each Scheme Share 455 pence in cash

The Acquisition price represents a premium of approximately:

• 36.8 per cent. to the undisturbed Closing Price of 333 pence per Merlin Share on 22 May 2019(being the last Business Day prior to the publication of ValueAct’s letter to the Merlin Board whichsuggested that Merlin should be taken private);

• 31.0 per cent. to the undisturbed six month volume weighted average price of 347 pence perMerlin Share to 22 May 2019 (being the last Business Day prior to the publication of ValueAct’sletter to the Merlin Board which suggested that Merlin should be taken private); and

• 15.2 per cent. to the Closing Price of 395 pence per Merlin Share on 27 June 2019 (being the lastBusiness Day prior to the commencement of the Offer Period).

The Acquisition values the entire issued and to be issued share capital of Merlin at approximately£4,765 million on a fully diluted basis and implies an enterprise value of £5,904 million and a multipleof approximately 12.0x Merlin’s underlying EBITDA of £494 million for the year ended 29 December2018.

Bidco will have the right to reduce the amount of consideration payable for each Scheme Share by anamount up to the amount of any dividend and/or other distribution and/or return of capital which isdeclared, made or paid or becomes payable in respect of the Merlin Shares on or after the date of theRule 2.7 Announcement and before the Effective Date. For further details, please refer to section 2 ofPart II (Explanatory Statement) and section 10 of Part B of Part III (Conditions to the Implementationof the Scheme and to the Acquisition).

The Merlin Shares owned or controlled by KIRKBI (being 302,971,529 Merlin Shares, representingapproximately 29.58 per cent. of Merlin’s issued share capital, in each case, as at the LatestPracticable Date) are not Scheme Shares and will not be acquired by Bidco pursuant to theAcquisition. Pursuant to the Share Exchange Agreement, KIRKBI has agreed, subject to theAcquisition becoming Effective, to transfer such Merlin Shares to Bidco on the Effective Date (or suchlater date as the parties may agree).

Following the Scheme becoming Effective and the transfer of the Merlin Shares owned or controlledby KIRKBI to Bidco pursuant to the Share Exchange Agreement, the entire issued share capital ofMerlin will be held by Bidco.

Merlin ADS Holders should refer to Part VII (Additional Information for Overseas Shareholders andMerlin ADS Holders) of this Document which contains important information relevant to such holders.

14

Further information about the Acquisition is provided in Part II (Explanatory Statement) of thisDocument.

3. Background to and reasons for the Recommendation

Since its formation in 1999 Merlin has successfully pursued a consistent strategy to create a highgrowth, high return family entertainment company based on strong brands and a global portfolio ofassets that is naturally hedged against the impact of external factors. This strategy has enabled Merlinto grow from a business with 19 attractions in 5 countries generating revenue of approximately£20 million and approximately £7 million of EBITDA in 1999 to one with 127 attractions in 25 countriesgenerating revenue of £1.7 billion and £494 million of underlying EBITDA in 2018. Merlin is now adiverse, global leader in location-based, family entertainment and, as one the world’s largest attractionoperators, it creates and delivers memorable, immersive brand experiences for millions of guests.

During the early stages of its development Merlin was privately owned and, with the support ofpartners, including Blackstone and KIRKBI, invested significant capital in growing its businessorganically and through acquisitions, most notably the acquisitions of LEGOLAND® Parks in 2005 andThe Tussauds Group in 2007. Following its IPO in 2013 and change of ownership structure, Merlincontinued to execute the same, consistent strategy through its six strategic growth drivers withsustained investment focused on long term opportunities to develop and grow the business whiledelivering attractive returns. This approach enabled Merlin to continue to deliver significant revenue,EBITDA and earnings per share growth and be well positioned to benefit from the attractivefundamentals of the dynamic and evolving markets in which the group operates as a unique, multi-format international operator of strongly branded and IP-led location based entertainment.

While total shareholder return has been attractive since the IPO, more recent share price performanceand investor sentiment have been impacted by a number of external events in markets in which thegroup operates. In addition, the broader macroeconomic environment in which the group has beenoperating in recent years has been more challenging creating short to medium term headwinds, inparticular as the group seeks to manage cost pressures across the business.

Through this period Merlin has continued to deliver substantial strategic progress with importantdecisions to expand the LEGOLAND® Parks footprint in New York and Korea, growth inaccommodation driving its resort theme park strategy, the development of new Midway IP andbrands to broaden appeal to different markets and geographies, and progress on a productivityagenda to deliver cost savings and efficiency benefits. This strategic progress was reinforced in 2018with the delivery of steady organic financial performance, record visitor numbers and strong guestKPIs. This momentum and performance has continued in 2019 with trading in line with managementexpectations and the opening of eight Midway attractions and 372 additional accommodation roomsand the completion of the sale of its ski resort businesses in Australia.

The Merlin Board remains fully confident in the ongoing execution of Merlin’s strategy and that itssuccessful delivery will create significant value for shareholders. The group is well positioned with aunique portfolio of attractions and brands, multiple growth levers, and has continued to makesubstantial investments which are expected to deliver sustainable long term returns.

Whilst the Merlin Board did not solicit an offer for Merlin, the Merlin Board regularly considers alloptions for driving shareholder value and maintains a regular dialogue with its shareholders. The initialunsolicited proposal received from the Consortium at 425 pence was not at a level which the MerlinIndependent Directors felt reflected an appropriate valuation of Merlin and its future prospects. Afterthe Consortium had made four separate proposals and its latest proposal reached a level of455 pence in cash, the Merlin Independent Directors felt that the offer from the Consortium requiredmore detailed consideration.

In considering the terms of the Acquisition and determining whether they reflected an appropriatevaluation of Merlin and its future prospects, the Merlin Independent Directors took into account anumber of factors including that:

• it represents an opportunity for Merlin Shareholders to realise their investment in Merlin for cashat a fair and reasonable value;

• it implies an enterprise value multiple of approximately 12.0 times Merlin’s EBITDA for the12 months ended 29 December 2018;

15

• it represents a premium of approximately 37 per cent. to the undisturbed closing share price of333 pence on 22 May 2019, and 31 per cent. to the undisturbed volume weighted averageclosing share price of 347 pence for the six month period ended 22 May 2019, being the daybefore the publication of a letter by ValueAct suggesting that Merlin should be taken private; and

• the certainty of the Acquisition should be weighed against the inherent uncertainty of the deliveryof the future value that exists in the business.

4. Irrevocable undertakings

Bidco has received irrevocable undertakings from each of the Merlin Independent Directors who ownMerlin Shares to vote (or procure voting) in favour of the Scheme at the Court Meeting and theSpecial Resolution at the General Meeting in respect of their own beneficial holdings of Merlin Shares(or those Merlin Shares over which they have control) totalling 7,420,712 Merlin Shares, representingapproximately 0.72 per cent. of the existing issued share capital of Merlin (and 1.03 per cent. of MerlinShares being eligible to vote at the Court Meeting) as at the Latest Practicable Date.

Bidco has also received an irrevocable commitment to vote in favour of the Scheme at the CourtMeeting and the Special Resolution at the General Meeting from ValueAct, in respect of 95,224,988Merlin Shares, representing approximately 9.30 per cent. of existing issued ordinary share capital ofMerlin (and 13.21 per cent. of Merlin Shares being eligible to vote at the Court Meeting) as at theLatest Practicable Date.

In total therefore, Bidco has received irrevocable commitments to vote in favour of the Scheme at theCourt Meeting and the Special Resolution at the General meeting in respect of, in aggregate,102,645,700 Merlin Shares representing approximately 10.02 per cent. of existing issued ordinaryshare capital of Merlin (and 14.23 per cent. of Merlin Shares being eligible to vote at the CourtMeeting) as at the Latest Practicable Date.

Further details of these irrevocable undertakings, including the circumstances in which they maylapse, are set out in section 9 of Part VIII (Additional Information on Merlin, Bidco and the Consortium)of this Document. Copies of the irrevocable undertakings are available on Merlin’s and Bidco’swebsites www.merlinentertainments.biz/recommended-offer and www.motion-offer.com and will remainon display until the end of the Offer Period.

5. Background to and reasons for the Acquisition

KIRKBI has maintained a significant strategic shareholding in Merlin since the sale of LEGOLAND®Parks to Merlin in 2005.

KIRKBI and Blackstone jointly controlled Merlin in the 8 years prior to the 2013 public listing, duringwhich time Merlin became the second largest location based entertainment business globally, and thepartner of choice for the world’s leading brands to deliver immersive experiences to guests.

The Consortium recognises that significant, long-term investment is required to ensure the longevity ofthe existing assets and to drive continued growth for Merlin and its stakeholders.

As Merlin’s largest shareholder and a key intellectual property partner, KIRKBI recognises thesignificant benefits of a shareholder group with a similar long-term investment horizon and sharedcommitment to increased investment in the business. Private ownership, in partnership withBlackstone’s long-term Core Private Equity strategy and CPPIB, will better enable the managementteam to focus on and execute their strategic vision for the business. KIRKBI has agreed to workexclusively with the other members of the Consortium in relation to the offer.

This unique group of investors is equipped with the appropriate long-term investment horizon,expertise and capital required to realise Merlin’s potential to grow all branded experiences across itsMidway Attractions, LEGOLAND® Parks and Resort Theme Parks.

The Bidco Board believes that revisions to the existing LCA between KIRKBI A/S and members of theMerlin Group are necessary to underpin future development and growth for the LEGO brandedactivities within Merlin. Most fundamentally, such changes will provide for increased investment intothe LEGO branded activities as well as closer collaboration between Merlin and the LEGO Group.Such investment and the related amendments to the LCA will be subject to consultation withmanagement following the Acquisition. These arrangements are further summarised in section 6 ofthis Part I.

16

6. Directors, management, employees, pensions, research and development and locations

Amendments to the LCA

Pursuant to the LCA, members of the Merlin Group have been granted a perpetual, exclusive,worldwide license to use the LEGOLAND® wordmark and trademarks for the purpose of amusementparks, accommodation and “Mid-Size” attractions. The LEGOLAND® branded attractions currentlyconsist of eight LEGOLAND® Parks and twenty-three LEGOLAND® Discovery Centres, with furtherattractions in the pipeline.

The LEGOLAND® brand represents a strong asset in the Merlin portfolio of brands and the parks andDiscovery Centres serve as important touchpoints in the Merlin portfolio of attractions. Blackstone andKIRKBI have developed an investment plan for these attractions and believe certain amendments tothe LCA will be necessary in order to ensure its successful implementation. These changes will beaccompanied by the implementation of proposals to increase and strengthen strategic collaborationand alignment between LEGO A/S and Merlin through, for example, collaboration on product, brandand IP development.

The detail of these amendments remains to be finalised following the Acquisition becoming Effectiveand consultation with Merlin management. Such amendments are expected to include an increase inthe level of capex on LEGOLAND® Parks, changes to the licensing arrangements for LEGOLAND®Discovery Centres, more flexibility for the LEGO Group to operate education centres and events nearthe LEGOLAND® Parks and an updating of the LEGO product supply arrangements.

For further detail on these amendments, which remain subject to consultation with Merlinmanagement, please refer to the LCA term sheet, which is included as an appendix to the TermSheet. The Term Sheet is available for inspection as set out in section 17 of Part VIII (FurtherInformation on Merlin, Bidco and the Consortium).

Existing employment rights, pensions and bonus

Bidco greatly values the skills, knowledge and expertise of Merlin’s existing management andemployees. Bidco does not, therefore, expect to make any material change to the continuedemployment of the employees and management of Merlin and its subsidiaries (including in theconditions of employment or in the balance of skills and functions of the employees andmanagement), nor does Bidco intend to initiate any material headcount reductions within thecurrent Merlin organisation as a result of the Acquisition, beyond the existing management’s publiclyannounced efficiency programmes, as stated in the 2018 Merlin Annual Report, and those describedbelow. Given that the Consortium does not have an operating presence in the UK into which Merlinwill be merged, the Consortium foresees only limited rationalisation of employee roles following theAcquisition, mainly targeted at corporate and support functions, notably those related to Merlin’s statusas a public listed company. Any such reductions would be subject to appropriate consultation withemployees and employee representative bodies.

However, it is expected that each of the non-executive Merlin Directors other than Søren ThorupSørensen will resign as directors of Merlin on or shortly after the Effective Date.

The most significant defined benefit pension scheme operated by Merlin is a UK defined benefitscheme (the “DB Scheme”), which as at the last full actuarial valuation dated 31 December 2015,revealed a funding deficit of approximately £5.5 million (assets were approximately £28.5 million). TheDB Scheme is closed to new entrants and to the future accrual of benefits for existing members. Bidcodoes not currently intend to make any change to the benefits provided by the DB Scheme. Bidcoconfirms that its intention is for employer contributions to the DB Scheme to continue in line withcurrent arrangements.

Bidco confirms that, following the Effective Date, the existing contractual and statutory employmentrights, including in relation to pensions, of all Merlin management and employees will be fullysafeguarded in accordance with applicable law.

Merlin and Bidco agree that for the Merlin financial year in which the Effective Date occurs, bonusdeterminations for the period up to the Effective Date will be undertaken by Merlin and determined andpaid by Merlin, in accordance with Merlin’s remuneration policy, any bonus policies which are in placeand consistent with past practice. For employees of the Merlin Group other than executive directors,the amount of such bonuses will be calculated by reference to an assumed on target business

17

performance (unless there has been any material improvement or deterioration in the period up to theEffective Date, in which case the Merlin Remuneration Committee will adjust the size of bonus awardsaccordingly). For the executive directors of Merlin, the amount of such bonuses will be calculatedbased on the Merlin Remuneration Committee’s assessment of the extent to which the applicableperformance conditions have been satisfied as at the Effective Date. Payment of such bonuses will bemade on or around the Effective Date. Bonus determinations for the period from the Effective Date tothe end of that financial year will be undertaken by Bidco.

Management incentivisation arrangements

Following the Acquisition becoming Effective, Bidco intends to review the management, governanceand incentive structure of Merlin. Bidco has not entered into, and has not had discussions onproposals to enter into, any form of incentivisation arrangements with members of Merlin’smanagement, but may have discussions and enter into such discussions for certain members ofthe Merlin management team following the Effective Date.

Headquarters, locations, fixed assets and research and development

Following the Acquisition, Bidco intends that Merlin will continue to operate as a standalone businessgroup. Bidco does not intend to make any material changes in location of Merlin’s headquarters andheadquarters functions and no changes are envisaged by Bidco with respect to the redeployment ofMerlin’s fixed asset base, or the research and development functions of Merlin. Furthermore, theConsortium expects to keep open all existing Merlin attractions in the UK and is not intending todispose of any material part of the Merlin business.

Trading Facilities

Merlin Shares are currently listed on the Official List and admitted to trading on the London StockExchange. As set out in section 13 of Part II (Explanatory Statement) of this Document, applicationswill be made for the cancellation of the listing of Merlin Shares on the Official List and the cancellationof trading of the Merlin Shares on the London Stock Exchange.

As set out in section 13 of Part II (Explanatory Statement), it is intended that, following the EffectiveDate, Merlin’s ADS programme will be terminated.

None of the statements in this section 6 are “post-offer undertakings” for the purposes of Rule 19.5 ofthe Code.

In considering the recommendation of the Acquisition to Independent Shareholders, the MerlinIndependent Directors have given due consideration to Bidco’s intentions for the business,management, employees and locations of business of Merlin.

The Merlin Independent Directors also welcome Bidco’s confirmation that, following completion of theAcquisition, the existing contractual and statutory employment rights of all Merlin management andemployees will be fully safeguarded in accordance with applicable law.

7. Merlin Share Plans

Details of the arrangements proposed to be implemented in relation to the Merlin Share Plans inconnection with the Acquisition are set out in section 7 of Part II (Explanatory Statement) of thisDocument.

8. Merlin current trading

For the year ending 29 December 2018, Merlin reported revenue of £1,688 million and profit beforetax for the year of £285 million. As at 29 December 2018, Merlin had £3,767 million of total assets and£1,744 million of total equity.

For the 26 weeks ending 29 June 2019, which seasonally is a quieter trading period, Merlin reportedrevenue of £763 million and profit before tax of £32 million. As at 29 June 2019, Merlin had £4,733million of total assets and £1,655 million of total equity. As of 30 December 2018, the Merlin Groupadopted IFRS 16, the new accounting standard for leasing.

Financial information and ratings information relating to Merlin is set out in Parts A and B of Part V(Financial and Ratings Information) of this Document.

18

9. Action to be taken by Merlin Shareholders

Details of the approvals being sought at the Court Meeting and the General Meeting and the action tobe taken by Merlin Shareholders in respect of the Acquisition and Scheme are set out in section 18 ofPart II (Explanatory Statement) of this Document.

Details relating to the cancellation of listing of the Merlin Shares and settlement of the cashconsideration offered by Bidco are included in sections 13 and 14 of Part II (Explanatory Statement) ofthis Document.

10. Overseas shareholders and holders of Merlin ADSs

Overseas shareholders of Merlin Shares and Merlin ADS Holders should refer to Part VII (AdditionalInformation for Overseas Shareholders and Merlin ADS Holders) of this Document, which containsimportant information relevant to such holders.

11. United Kingdom and United States taxation

Your attention is drawn to Part VI (United Kingdom Taxation) and Part VII (Additional Information forOverseas Shareholders and Merlin ADS Holders) of this Document, which contain a summary oflimited aspects of the UK and US tax treatment of the Scheme. Those summaries relate only to theposition of certain categories of Merlin Shareholders (as explained further in Part VI and Part VII ofthis Document), do not constitute tax advice and do not purport to be a complete analysis of allpotential UK or US tax consequences of the Scheme.

You are strongly advised to contact an appropriate independent professional adviser immediately todiscuss the tax consequences of the Scheme on your particular circumstances, in particular if you arein any doubt about your own taxation position or you are subject to taxation in a jurisdiction other thanthe United Kingdom or the United States.

12. Recommendation

The Merlin Independent Directors, who have been so advised by Goldman Sachs International,Barclays and Citi as to the financial terms of the Acquisition, consider the terms of theAcquisition to be fair and reasonable. In providing advice to the Merlin Independent Directors,Goldman Sachs International, Barclays and Citi have taken into account the commercialassessments of the Merlin Independent Directors. Barclays is providing independent financialadvice to the Merlin Independent Directors for the purposes of Rule 3 of the Code.

The Merlin Independent Directors consider the terms of the Acquisition to be in the bestinterests of Merlin and its Shareholders taken as a whole. Accordingly, the Merlin IndependentDirectors unanimously recommend that the Independent Shareholders vote in favour of theScheme at the Court Meeting and Merlin Shareholders vote in favour of the Special Resolutionrelating to the Acquisition to be proposed at the General Meeting, as the Merlin IndependentDirectors who hold Merlin Shares in their own name or through a nominee have irrevocablyundertaken to do in respect of their own beneficial holdings of Merlin Shares (or those MerlinShares over which they have control) amounting in aggregate to 7,420,712 Merlin Shares,representing approximately 0.72 per cent. of the issued share capital of Merlin (and 1.03 percent. of the Merlin Shares eligible to vote at the Court Meeting) as at the Latest PracticableDate.

Søren Thorup Sørensen has not participated in the decision to make the recommendationreferred to above as he is the Chief Executive Officer of KIRKBI A/S.

13. Further information

Your attention is drawn to further information contained in Part II (Explanatory Statement), Part III(Conditions to the Implementation of the Scheme and to the Acquisition), Part IV (The Scheme ofArrangement) and Part VIII (Additional Information on Merlin, Bidco and the Consortium) of thisDocument which provides further details concerning the Scheme.

19

You are advised to read the whole of this Document and not just rely on the summaryinformation contained in this letter or the Explanatory Statement.

Yours faithfully,

Sir John SunderlandChairmanMerlin Entertainments plc

20

PART IIEXPLANATORY STATEMENT

(In compliance with section 897 of the Companies Act 2006)

1 August 2019

To the holders of Merlin Shares and, for information only, to holders of awards and options under theMerlin Share Plans and persons with information rights

Dear Shareholder,

RECOMMENDED CASH OFFER FOR MERLIN ENTERTAINMENTS PLC BY MOTIONACQUISITION LIMITED

1. Introduction

On 28 June 2019 the Bidco Board and the Merlin Independent Directors announced that they hadagreed the terms of a recommended cash offer by Bidco pursuant to which Bidco (a newly formedcompany owned by joint offerors (i) KIRKBI and (ii) Blackstone Core Equity Partners and CPPIB as aco-investor) will acquire the entire issued and to be issued share capital of Merlin, other than MerlinShares owned or controlled by KIRKBI, to be effected by means of a Court-sanctioned scheme ofarrangement under Part 26 of the Companies Act.

The Scheme requires, among other things, the approval of Independent Shareholders at the CourtMeeting and Merlin Shareholders at the General Meeting as well as the sanction of the Court.

Your attention is drawn to the letter set out in Part I (Letter from the Chairman of MerlinEntertainments plc) of this Document, which forms part of this Explanatory Statement. The lettercontains, among other things, (a) information on the background to and reasons for the Acquisitionand (b) the unanimous recommendation by the Merlin Independent Directors to, in the case of theCourt Meeting, Independent Shareholders and, in the case of the General Meeting, MerlinShareholders, to vote in favour of the resolutions to be proposed at the Court Meeting and theGeneral Meeting.

The Independent Directors have been advised by Goldman Sachs International, Barclays and Citi inconnection with the Acquisition and the Scheme. We have been authorised by the Merlin IndependentDirectors to write to you to explain the terms of the Acquisition and the Scheme and to provide youwith other relevant information.

The Scheme is set out in full in Part IV (The Scheme of Arrangement) of this Document. For overseasholders of Merlin Shares and Merlin ADS Holders, your attention is drawn to Part VII (AdditionalInformation for Overseas Shareholders and Merlin ADS Holders), which forms part of this ExplanatoryStatement.

Statements made or referred to in this letter regarding Bidco’s reasons for the Acquisition, informationconcerning the business of Bidco and the Consortium, the financial effects of the Acquisition on Bidcoand/or intentions or expectations of or concerning Bidco reflect the views of the Bidco Board.

Statements made or referred to in this letter regarding the background to and reasons for therecommendation of the Merlin Independent Directors, reflect the views of the Merlin IndependentDirectors, whilst information concerning the business of the Merlin Group and/or intentions orexpectations of or concerning the Merlin Group prior to completion of the Acquisition, reflect the viewsof the Merlin Board.

21

2. Summary of the terms of the Acquisition and the Scheme

The Acquisition is to be effected by way of a scheme of arrangement between Merlin and the SchemeShareholders under Part 26 of the Companies Act.

Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive:

for each Scheme Share 455 pence in cash

The Acquisition price represents a premium of approximately:

• 36.8 per cent. to the undisturbed Closing Price of 333 pence per Merlin Share on 22 May 2019(being the last Business Day prior to the publication of ValueAct’s letter to the Merlin Board whichsuggested that Merlin should be taken private);

• 31.0 per cent. to the undisturbed six month volume weighted average price of 347 pence perMerlin Share to 22 May 2019 (being the last Business Day prior to the publication of ValueAct’sletter to the Merlin Board which suggested that Merlin should be taken private); and

• 15.2 per cent. to the Closing Price of 395 pence per Merlin Share on 27 June 2019 (being the lastBusiness Day before the date of the Rule 2.7 Announcement).

The Acquisition values the entire issued and to be issued share capital of Merlin at approximately£4,765 million on a fully diluted basis and implies an enterprise value of £5,904 million and a multipleof approximately 12.0x Merlin’s underlying EBITDA of £494 million for the year ended 29 December2018.

Bidco will have the right to reduce the amount of consideration payable for each Scheme Share by anamount up to the amount of any dividend and/or other distribution and/or return of capital which isdeclared, made or paid or becomes payable in respect of the Merlin Shares on or after the date of theRule 2.7 Announcement and before the Effective Date. For further details, please refer to section 10 ofPart B of Part III (Conditions to the Implementation of the Scheme and to the Acquisition). For theavoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting ofAwards calculated by reference to dividends accrued in respect of those underlying vested shares arenot to be construed as a dividend, distribution or return of capital for these purposes.

If Bidco exercises its right to reduce the offer consideration in accordance with this section, therelevant eligible Merlin Shareholders will be entitled to receive and retain that dividend and/or otherdistribution and/or return of capital if it is to be paid by reference to a record date that is prior to theScheme Record Time. If any such reduction in the offer consideration occurs, any reference in thisDocument to the offer consideration for the Scheme Shares will be deemed to be a reference to suchoffer consideration as so reduced.

The Merlin Shares owned or controlled by KIRKBI (being 302,971,529 Merlin Shares, representingapproximately 29.58 per cent. of Merlin’s issued share capital, in each case, as at the LatestPracticable Date) are not Scheme Shares and will not be acquired by Bidco pursuant to theAcquisition. Pursuant to the Share Exchange Agreement, KIRKBI has agreed, subject to theAcquisition becoming Effective, to transfer such Merlin Shares to Bidco on the Effective Date (or suchlater date as the parties may agree).

Following the Scheme becoming Effective and the transfer of the Merlin Shares owned or controlledby KIRKBI to Bidco pursuant to the Share Exchange Agreement, the entire issued share capital ofMerlin will be held by Bidco.

Merlin ADS Holders should refer to Part VII (Additional Information for Overseas Shareholders andMerlin ADS Holders) of this Document which contains important information relevant to such holders.

3. Background to and reasons for the recommendation

Information relating to the background to and reasons for the Merlin Independent Directors’recommendation of the Acquisition is set out in section 3 of Part I (Letter from the Chairman of MerlinEntertainments plc) of this Document.

Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting andthe Special Resolution to be proposed at the General Meeting from ValueAct and from those of theMerlin Independent Directors who hold Merlin Shares in their own names or through a nominee in

22

respect of their own beneficial holdings of Merlin Shares (or those Merlin Shares over which they havecontrol).

Further details of these irrevocable undertakings are set out in section 9 of Part VIII (AdditionalInformation on Merlin, Bidco and the Consortium) of this Document.

4. Information relating to Merlin

Merlin is a global leader in location based, family entertainment. As Europe’s largest and the world’ssecond-largest visitor attraction operator, Merlin now operates over 130 attractions, 20 hotels and6 holiday villages in 25 countries and across 4 continents. Merlin’s purpose is to deliver memorableexperiences to 67 million guests around the world, through its iconic global and local brands, and thecommitment and passion of its c.28,000 employees (peak season). Merlin is headquartered in Poole,Dorset, UK and is listed on the London Stock Exchange (MERL). In 2018, Merlin had revenues of£1.7 billion and underlying EBITDA of £494 million. Reflecting its longstanding strategy ofdiversification and global expansion, Merlin generates approximately 70 per cent. of profits fromoutside of the UK.

Merlin’s strategy since its inception in 1999 has been to create a high growth, high return, familyentertainment company based upon strong brands and a global portfolio that is naturally balancedagainst the impact of external factors. It operates two distinct products—Midway attractions and themeparks.

“Midway” attractions are high quality, branded, indoor attractions, with a typical one to two hour dwelltime, located in city centres, shopping malls or resorts. There are over 100 Midway attractions across22 countries, with chainable brands including SEA LIFE, Madame Tussauds, The Eye (observationattractions), The Dungeons and LEGOLAND® Discovery Centres. Midway also incorporates the LittleBIG City brand which has attractions in Berlin and Beijing, and two new brand concepts: The BearGrylls Adventure which opened its first attraction last year in Birmingham, UK, and Peppa Pig World ofPlay, a pre-school play experience with initial roll out in China and the US.

Merlin’s theme parks are larger outdoor resort destinations, incorporating on-site themedaccommodation. These are organised into two specific Operating Groups, based on the brands.

LEGOLAND® Parks—Eight LEGOLAND® themed interactive theme parks appealing to youngerfamilies with children aged 2-12. The LEGOLAND® Parks estate spans seven countries across threecontinents, with plans already announced for further parks in New York, US and South Korea anddiscussions ongoing regarding parks in China.

Resort Theme Parks—Six nationally recognised destination theme parks arranged around a centraltheme. Resort Theme Parks include Alton Towers, THORPE PARK, Chessington World of Adventures,Warwick Castle in the UK, and Gardaland (Italy) and Heide Park (Northern Germany).

The trend towards shorter, more frequent breaks has supported the growth of Merlin’s themed on-siteaccommodation within its theme parks. Merlin has c. 4,500 rooms across a variety of accommodationformats and price points, including four star hotels, lodges and glamping.

As at the Latest Practicable Date, Merlin had in issue and admitted to trading on the main market ofthe London Stock Exchange 1,024,072,449 ordinary shares of 1 pence each. The ISIN of the MerlinShares is GB00BDZT6P94.

Merlin has a sponsored Level 1 ADS programme for which Merlin have appointed Citibank, N.A. asthe Depositary pursuant to the Deposit Agreement. Under the ADS programme, Merlin Shares aretraded over-the-counter in the form of Merlin ADSs. As of the Latest Practicable Date, there are1,527,944 Merlin Shares represented by Merlin ADSs, where each Merlin ADS represents two MerlinShares. The CUSIP and ISIN for Merlin ADSs is 59010Q205 and US59010Q2057, respectively.

5. Information relating to Bidco and the Consortium

Bidco

Bidco was incorporated in England and Wales on 30 May 2019 at the direction of Blackstone for thesole purpose of making the Acquisition. With effect from 17 July 2019, Bidco changed its legal namefrom “Berkeley Bidco Limited” to “Motion Acquisition Limited”.

23

KIRKBI and Blackstone Core Equity Partners are joint offerors with respect to the Acquisition, withCPPIB as a co-investor. As at the Effective Date, it is currently intended that Bidco will, subject to anysyndication of funding commitments by Blackstone Core Equity Partners and CPPIB, be owned in thefollowing proportions: (a) KIRKBI will own 50.00 per cent. of Bidco, (b) Blackstone Core EquityPartners will own 31.25 per cent. of Bidco and (c) CPPIB will own 18.75 per cent. of Bidco. If anysyndication occurs prior to the Scheme becoming Effective, an announcement will be made by Bidcoin respect of this through a Regulatory Information Service.

Bidco has not traded since incorporation, nor has it entered into any obligations, other than inconnection with the Acquisition and financing of the Acquisition.

KIRKBI

KIRKBI is a wholly owned subsidiary of KIRKBI A/S, the private holding and investment company ofthe Kirk Kristiansen family, founded to promote a sustainable future for the family ownership of theLEGO® brand through generations. The Kirk Kristiansen family’s mission is to “inspire and developthe builders of tomorrow”. The family aims to fulfil the mission, helping children grow and develop totheir full potential through play, by dedicated efforts driven by the LEGO branded entities. The KIRKBIGroup was established to manage, protect and develop the LEGO® brand, its activities andattractions under long-term family ownership. To achieve this purpose, the KIRKBI Group’s strategicactivities include a 75 per cent. ownership of the LEGO Group, through KIRKBI a 29.58 per cent.ownership of Merlin, and, through KIRKBI, investments in renewable energy to off-set the energyconsumption of the LEGO Group.

In addition, KIRKBI manages a global, diversified investment portfolio with a long-term investmentprofile and is a responsible investor with high ESG standards. At the end of 2018, KIRKBI’sinvestment portfolio was valued at approximately €8 billion. KIRKBI’s long-term investment approachreflects an ambition to build sustainable value across selected asset classes.

A key focus of KIRKBI’s investment strategy is long term equity investments in established and well-run companies. Within long term equity, KIRKBI seeks significant minority ownership stakes in listedand unlisted companies alongside trusted partners and management teams who share KIRKBI’s viewon governance, value creation and ESG standards.

KIRKBI operates as an active owner through the board of directors and is generally not involvedoperationally in the companies in the investment portfolio.

Blackstone

Blackstone is one of the world’s leading investment firms. In June 2007, Blackstone completed itsinitial public offering on the New York Stock Exchange and trades under the symbol “BX”.

Blackstone seeks to create positive economic impact and long-term value for its investors, thecompanies in which it invests, and the communities in which it works. It does this by usingextraordinary people and flexible capital to help companies solve problems. Blackstone’s assetmanagement businesses, with $512 billion in assets under management as at 31 March 2019, includeinvestment vehicles focused on private equity, real estate, public debt and equity, non-investmentgrade credit, real assets and secondary funds, all on a global basis. Blackstone has longstandingexperience investing in theme park businesses like Merlin, as well as the wider hospitality, travel andleisure sectors.

Further information about Blackstone, including certain ownership, governance, and financialinformation, is disclosed in Blackstone’s periodic filings with the SEC, which can be obtained fromBlackstone’s website at www.blackstone.com or the SEC’s website at www.sec.gov.

Blackstone Core Equity Partners is Blackstone’s core private equity fund. It invests with a moremodest risk profile and longer hold period. The Blackstone Private Equity group was established in1987 and has over $159 billion of investor capital under management through its corporate privateequity, core PE, secondaries, infrastructure and tactical opportunities strategies (as of 31 March2019).

24

CPPIB

CPPIB is a professional investment management organisation that invests the funds not needed bythe Canada Pension Plan (“CPP”) to pay current benefits in the best interests of 20 millioncontributors and beneficiaries. In order to build a diversified portfolio, CPPIB invests in public equities,private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto,with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, São Paulo and Sydney,CPPIB is governed and managed independently of the CPP and at arm’s length from governments. At31 March 2019, the Fund totalled C$392 billion, including approximately C$22 billion of assetsinvested in the UK, and net investments of C$88 billion in private equity.

CPPIB’s private equity team is a committed long-term investor with permanent capital, a focus onsizeable investments alongside aligned partners, the ability to invest across the full spectrum ofownership from minority positions up to full control platforms, and the ability to shape the duration andunderwriting approach of investments to support longer-date ROI initiatives.

6. Financing of the Acquisition

The cash consideration payable to Scheme Shareholders under the terms of the Acquisition will befinanced by a combination of equity to be invested by Blackstone Core Equity Partners, CPPIB andKIRKBI and debt to be provided under an Interim Facilities Agreement arranged by Bank of AmericaMerrill Lynch International Designated Activity Company and Deutsche Bank AG, London Branch.

Blackstone Core Equity Partners and CPPIB may syndicate part of their funding commitments to oneor more co-investors either before or after the Scheme becoming Effective. If such co-investmentoccurs prior to the Scheme becoming Effective, an announcement will be made by Bidco in respect ofthis through a Regulatory Information Service.

Lazard has confirmed that it is satisfied that sufficient resources are available to Bidco to enable it tosatisfy in full the cash consideration payable to Merlin Shareholders under the terms of theAcquisition.

7. Merlin Share Plans and other incentive arrangements

7.1 Existing Merlin Share Plans

The Merlin Group operates the Merlin Share Plans to reward and retain its employees.

Participants in the Merlin Share Plans will be contacted separately regarding the effect of the Schemeon their rights under the Merlin Share Plans and with the details of the arrangements applicable tothem. A summary of the effect of the Scheme on Awards is set out below. In the event of any conflictbetween the summary set out below and the rules of the relevant Merlin Share Plan and/or thecommunications to participants in the Merlin Share Plans regarding the effect of the Scheme on theirrights under the Merlin Share Plans and the details of the arrangements applicable to them (the“Share Plan Notices”), the rules of the relevant Merlin Share Plan or the terms of the Share PlanNotices (as the case may be) will prevail.

The Scheme will apply to any Merlin Shares which are unconditionally allotted, issued or transferred tosatisfy the vesting or exercise of Awards under the Merlin Share Plans before the Scheme RecordTime. Any Merlin Shares allotted, issued or transferred to satisfy the exercise of Awards under theMerlin Share Plans after the Scheme Record Time will, subject to the Scheme becoming Effective andthe proposed amendments to the Articles of Association being approved at the General Meeting, beimmediately transferred to Bidco in exchange for the same consideration as Scheme Shareholders willbe entitled to receive under the Scheme.

Further information in respect of the proposed amendments to the Articles of Association is containedin the Notice of General Meeting at Part XI (Notice of General Meeting) of this Document.

PSP

Awards granted under the PSP which would not otherwise vest prior to the Court Order will (inconsequence of the Acquisition and in accordance with participants’ contractual rights under the PSP)vest on the date of the Court Order to the extent permitted under the rules of the PSP. The MerlinRemuneration Committee will determine the extent to which PSP awards vest, taking into account theextent to which any performance conditions have been satisfied. The Merlin Remuneration Committee

25

has determined that the awards will not be subject to any time pro-rating reduction on the basis thattotal shareholder returns since IPO to July 2019 were over 55 per cent., which was well above theFTSE 350 Index total return over the same period. The Merlin Remuneration Committee noted thatthe Acquisition was wholly in cash and represented a circa 31 per cent. premium to the undisturbedsix month volume weighted average price per Merlin Share to 22 May 2019. In light of this, and notingthat the Merlin Remuneration Committee will apply the relevant performance targets to those awardsthat are subject to performance conditions, it was considered appropriate to disapply time pro-rating.

On the vesting of PSP awards, participants will be entitled to an additional number of Merlin Shares byway of dividend equivalent under the rules of the PSP.

CSOP

Options granted under the CSOP which would not otherwise become exercisable prior to the CourtOrder will (in consequence of the Acquisition and in accordance with participants’ contractual rightsunder the CSOP) become exercisable in the period beginning twenty days before the date of theCourt Order and ending twenty days after the Effective Date to the extent permitted under the rules ofthe CSOP. Optionholders will be able to elect in advance to exercise their options under the CSOP onthe date of the Court Order. The Merlin Remuneration Committee has determined that the options willnot be subject to any time pro-rating reduction, consistent with its decision in relation to outstandingPSP awards (summarised above).

DBP

Awards granted under the DBP which would not otherwise vest prior to the Court Order will (inconsequence of the Acquisition and in accordance with participants’ contractual rights under the DBP)vest in full on the date of the Court Order.

On the vesting of DBP awards, participants will be entitled to an additional number of Merlin Sharesby way of dividend equivalent under the rules of the DBP.

Sharesave Plans

Options granted under the Sharesave Plans which would not otherwise become exercisable prior tothe Court Order will (in consequence of the Acquisition and in accordance with participants’contractual rights under the Sharesave Plans) become exercisable: (A) in the case of theUK Sharesave, in the twenty days prior to the date of the Court Order and the twenty daysfollowing the Effective Date; and (B) in the case of the Overseas Sharesave, in the six monthsfollowing the date of the Court Order, and in each case will be exercisable over less than the fullnumber of Merlin Shares that could otherwise be acquired on maturity of the related savings contracts.Optionholders will be able to elect in advance to exercise their options under the Sharesave Plans onthe date of the Court Order.

Bidco will make a one-off cash payment to participants in the Sharesave Plans who exercise theiroptions conditional on the Court granting the Court Order. The one-off cash payment will be equal tothe additional profit which the participants would have received had they been able to exercise theiroptions over the full number of Merlin Shares otherwise available at the end of a six-month periodfollowing the date of the Scheme Court Hearing (or if there is less than six months to maturity of therelevant savings contract, following the relevant maturity date) and had those Merlin Shares beenacquired on the terms of the Scheme.

US ESPP

The Merlin Board has determined, in accordance with the rules of the US ESPP, that outstandingoptions granted under the US ESPP will have their Purchase Date (as defined in the rules of the USESPP) accelerated to the date of the Court Order.

Bidco will make a one-off cash payment to the holders of such options, conditional on the Courtgranting the Court Order. The one-off cash payment will be equal to the additional profit which theparticipants would have received had they been able to exercise their options over the full number ofMerlin Shares otherwise available at the end of a six-month period following the date of the SchemeCourt Hearing (or if there is less than six months to expiry of the relevant Purchase Period (as defined

26

in the rules of the US ESPP), following the end of the Purchase Period) and had those Merlin Sharesbeen acquired on the terms of the Scheme.

8. The Merlin Directors and the effect of the Scheme on their interests

Details of the interests of the Merlin Directors in the share capital of Merlin and awards in respect ofsuch share capital, are set out in Part VIII (Additional Information on Merlin, Bidco and theConsortium) of this Document. Scheme Shares held by the Merlin Directors at the Scheme RecordTime will be subject to the Scheme.

All of the Merlin Independent Directors who hold Merlin Shares in their own name or through anominee have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and theSpecial Resolution to be proposed at the General Meeting in respect of their own beneficial holdingsof Merlin Shares (or those Merlin Shares over which they have control).

The undertakings from the Merlin Independent Directors will cease to be binding on the earlier of thefollowing occurrences (i) Bidco announces, with the consent of the Panel, that it does not intend tomake or proceed with the Acquisition and no new, revised or replacement offer or scheme isannounced at the same time; (ii) the Scheme lapses or is withdrawn in accordance with its terms andBidco publicly confirms that it does not intend to proceed with the Acquisition or to implement theAcquisition by way of a Takeover Offer or otherwise; (iii) the Scheme has not become effective by6.00 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and Merlin,with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidcohas, prior to such date, elected to exercise its right to proceed by way of a Takeover Offer andannounced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Code,and such Takeover Offer has not lapsed or been withdrawn)); or (iv) the date on which any competingoffer for the entire issued and to be issued share capital of Merlin becomes Effective.

Particulars of the service agreements (including termination provisions) and letters of appointment ofthe Merlin Directors are set out in section 6 of Part VIII (Additional Information on Merlin, Bidco andthe Consortium) of this Document. Bidco expects that each of the non-executive Merlin Directors otherthan Søren Thorup Sørensen will resign as directors of Merlin on or shortly after completion.

In common with the other participants in the Merlin Share Plans, the Merlin Directors who holdAwards, will be able to receive Merlin Shares under such Awards, to the extent that such Awards vest.

Save as set out above, the effect of the Scheme on the interests of Merlin Directors does not differfrom its effect on the like interests of any other Merlin Shareholder.

9. Description of the Scheme and the Meetings

9.1 The Scheme

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangementbetween Merlin and the Scheme Shareholders, under Part 26 of the Companies Act. The procedurerequires approval by Independent Shareholders at the Court Meeting and by Merlin Shareholders atthe General Meeting, and sanction of the Scheme by the Court. The Scheme is set out in full inPart IV (The Scheme of Arrangement) of this Document.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to beissued share capital of Merlin not already directly or indirectly held by: (i) the Bidco Group (if any) or(ii) KIRKBI or its subsidiary undertakings. This is to be achieved by transferring the Scheme Sharesheld by Merlin Shareholders as at the Scheme Record Time to Bidco, in consideration for which Bidcowill pay cash on the basis set out in this Part II (Explanatory Statement).

9.2 Merlin Meetings

The Scheme will require the approval of Independent Shareholders at the Court Meeting and MerlinShareholders at the separate General Meeting, both of which will be held on 3 September 2019 atMini Auditorium, DLA Piper UK LLP, 160 Aldersgate Street, Barbican, London, EC1A 4HT. The CourtMeeting is being held at the direction of the Court to seek the approval of Independent Shareholdersfor the Scheme. The General Meeting is being convened to seek the approval of Merlin Shareholdersto enable the Merlin Directors to implement the Scheme and to amend the Articles of Association asdescribed in section 9.3 below.

27

Notices of both the Court Meeting and the General Meeting are set out in Part X (Notice of CourtMeeting) and Part XI (Notice of General Meeting) of this Document. Entitlement to attend and vote atthese meetings and the number of votes which may be cast thereat will be determined by reference tothe register of members of Merlin at the Voting Record Time.

If the Scheme becomes effective, it will be binding on all Scheme Shareholders holdingScheme Shares at the Scheme Record Time, irrespective of whether or not they attended orvoted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, orabstained from voting on the Special Resolution at the General Meeting.

Any Merlin Shares which Bidco may acquire prior to the Court Meeting or the General Meeting (andany Merlin Shares which any member of the Bidco Group (or their nominees) holds at the date of theCourt Meeting or General Meeting) are not Scheme Shares and therefore no member of the BidcoGroup (or their nominees) is entitled to vote at the Court Meeting in respect of the Merlin Shares heldor acquired by them and will not exercise the voting rights attaching to these Merlin Shares at theGeneral Meeting. Each such member of the Bidco Group will undertake to be bound by the Scheme.

The Merlin Shares owned or controlled by KIRKBI are not Scheme Shares and will not be acquired byBidco pursuant to the Acquisition. Pursuant to the Share Exchange Agreement, KIRKBI has agreed,subject to the Acquisition becoming Effective, to transfer such Merlin Shares to Bidco on the EffectiveDate (or such later date as the parties may agree).

Merlin ADS Holders should refer to Part VII (Additional Information for Overseas Shareholders andMerlin ADS Holders) of this Document for information relevant to such holders.

(A) Court Meeting

The Court Meeting has been convened at the direction of the Court for 11:00 a.m. (London time) on3 September 2019 for Independent Shareholders on the register of members of Merlin as at theVoting Record Time to consider and, if thought fit, approve the Scheme.

At the Court Meeting, voting will be by poll and each Independent Shareholder present in person or byproxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. Theapproval required at the Court Meeting is a majority in number of those Independent Shareholderspresent and voting (and entitled to vote) in person or by proxy, representing 75 per cent. or more invalue of the Scheme Shares voted by such Independent Shareholders.

It is important that, for the Court Meeting in particular, as many votes as possible are cast sothat the Court may be satisfied that there is a fair and reasonable representation of opinion ofthe Independent Shareholders. Whether or not you intend to attend the Meetings, you aretherefore strongly advised to sign and return your blue Form of Proxy or appoint a proxyelectronically for the Court Meeting as soon as possible. The completion and return of theForms of Proxy will not prevent you from attending, voting and speaking at either the CourtMeeting or the General Meeting, or any adjournment thereof, in person if you are entitled andyou wish to do so.

(B) General Meeting

In addition, the General Meeting has been convened for the same date (to be held immediately afterthe Court Meeting) to consider and, if thought fit, pass the Special Resolution to:

(i) authorise the Merlin Directors to take all such actions as are necessary or appropriate forimplementing the Scheme; and

(ii) amend the articles of association of Merlin in the manner described in section 9.3 of this Part IIbelow.

Voting at the General Meeting will be by poll and each Merlin Shareholder present in person or byproxy will be entitled to one vote for each Merlin Share held as at the Voting Record Time. Theapproval required for the Special Resolution to be passed is at least 75 per cent. of the votes cast onsuch resolution (in person or by proxy).

Merlin will announce the details of the votes at the Meetings as required under the Code through aRegulatory Information Service as soon as practicable after the conclusion of the Meetings and, in anyevent, by no later than 8:00 a.m. (London time) on the Business Day following the Meetings.

28

(C) Scheme Court Hearing

Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court tosanction the Scheme is currently expected to be held in the fourth quarter of 2019 subject to the priorsatisfaction (or, where applicable, waiver) of the other Conditions set out in Part III (Conditions to theImplementation of the Scheme and to the Acquisition) of this Document.

The Scheme Court Hearing will be held at The Royal Courts of Justice, The Rolls Buildings, FetterLane, London, EC4A 1NL. Independent Shareholders are entitled to attend the Scheme CourtHearing, should they wish to do so, in person or through counsel.

Following sanction of the Scheme by the Court, the Scheme will become effective in accordance withits terms upon a copy of the Court Order being delivered to the Registrar of Companies. This ispresently expected to occur two Business Days after the date of the Scheme Court Hearing, subject tosatisfaction (or, where applicable, waiver) of the Conditions.

Merlin and/or Bidco will make an announcement through a Regulatory Information Service as soon aspracticable following the Scheme becoming effective.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders holdingScheme Shares at the Scheme Record Time, irrespective of whether or not they attended orvoted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, orabstained from voting on the Special Resolution at the General Meeting.

If the Scheme does not become effective by the Longstop Date, the Scheme will never becomeeffective.

9.3 Amendments to Merlin’s articles of association

It is proposed, in the Special Resolution, to amend Merlin’s Articles of Association to ensure that anyMerlin Shares issued under the Merlin Share Plans or otherwise between the time at which theSpecial Resolution is passed and the Scheme Record Time will be subject to the Scheme. It is alsoproposed to amend Merlin’s articles of association so that any Merlin Shares issued to any personother than Bidco or its nominee(s) at or after the Scheme Record Time will be automatically acquiredby Bidco on the same terms as under the Scheme (other than terms as to timing and formalities). Thiswill avoid any person (other than Bidco or its nominee(s)) being left with Merlin Shares after theScheme becomes Effective.

The Special Resolution is set out in the notice of General Meeting in Part XI (Notice of GeneralMeeting) of this Document and seeks the approval of Merlin Shareholders for such amendments.

9.4 Entitlement to vote at the Meetings

In respect of the General Meeting, each Merlin Shareholder, and in respect of the Court Meeting, eachIndependent Shareholder, who is entered in Merlin’s register of members at the Voting Record Time(expected to be 6:00 p.m. (London time) on 30 August 2019) will be entitled to attend and vote on allresolutions to be put to the General Meeting and Court Meeting respectively. If either Meeting isadjourned, only those Merlin Shareholders or Independent Shareholders, as applicable, on theregister of members at 6:00 p.m. (London time) on the day which is two days (excluding non-workingdays) before the adjourned meeting will be entitled to attend and vote. Each eligible MerlinShareholder is entitled to appoint a proxy or proxies to attend, speak and, on a poll, to vote instead ofhim or her. A proxy need not be a Merlin Shareholder.

Eligible Merlin Shareholders who return completed Forms of Proxy or appoint a proxy electronically orthrough CREST may still attend the Meetings (or the adjourned Meeting(s), if applicable) instead oftheir proxies and vote in person if they wish and are entitled to do so.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings, please callComputershare on +44 (0)370 703 6259. Lines are open from 8:30 a.m. and 5:30 p.m. Monday toFriday (except UK public holidays). Calls from outside the UK will be charged at the applicableinternational rate. Different charges may apply to calls from mobile telephones. Please note that callsmay be monitored or recorded and Computershare cannot provide legal, tax or financial advice oradvice on the merits of the Acquisition or the Scheme.

29

Further information on the actions to be taken is set out in section 18 of this Part II (ExplanatoryStatement).

9.5 Modifications to the Scheme

The Scheme contains a provision for Merlin and Bidco jointly to consent (on behalf of all personsconcerned) to any modification of, or addition to, the Scheme or to any condition which the Court mayapprove or impose. The Court would be unlikely to approve or impose any modification of, or additionor condition to, the Scheme which might be material to the interests of Scheme Shareholders unlessScheme Shareholders were informed of any such modification, addition or condition. It would be forthe Court to decide, in its discretion, whether or not a further meeting of Independent Shareholdersshould be held in those circumstances.

9.6 Implementation by way of a Takeover Offer

Subject to obtaining the consent of the Panel and the terms of the Cooperation Agreement, Bidcoreserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative tothe Scheme. In such event, unless certain circumstances set out in the Cooperation Agreement arise(for example, Merlin withdraws, adversely modifies or qualifies the recommendation set out insection 12 of Part I (Letter from the Chairman of Merlin Entertainments plc), or if Merlin makes anannouncement that it will delay the convening of, or will adjourn, the Court Meeting or the GeneralMeeting, without the consent of Bidco, except where such delay or adjournment is for reasons outsideMerlin’s control) such Takeover Offer will be implemented on substantially the same terms andconditions, so far as applicable, as those which would apply to the Scheme subject to appropriateamendments to reflect the change in method of effecting the Takeover Offer including (withoutlimitation) the inclusion of an acceptance condition set at 75 per cent. of the shares to which theAcquisition relates (or such other percentage as Bidco and Merlin may agree in writing after (to theextent necessary) consultation with the Panel, being in any case more than 50 per cent of the MerlinShares to which the Acquisition relates). Further, if sufficient acceptances of such Takeover Offer arereceived and/or sufficient Merlin Shares are otherwise acquired, it is the intention of Bidco to apply theprovisions of the Companies Act to acquire compulsorily any outstanding Merlin Shares to which suchthe Takeover Offer relates.

10. Conditions to the Acquisition

The Acquisition and, accordingly, the Scheme is subject to a number of conditions set out in full inPart III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document,including:

(A) approval of the resolution proposed at the Court Meeting by the required majority of theIndependent Shareholders;

(B) approval of the Special Resolution necessary to implement the Scheme by the required majorityof the Merlin Shareholders at the General Meeting;

(C) the receipt of required merger control and other necessary approvals (including from theEuropean Commission);

(D) the sanction of the Scheme by the Court; and

(E) the delivery of a copy of the Court Order to the Registrar of Companies.

The Scheme will require approval by Independent Shareholders at the Court Meeting and MerlinShareholders at the General Meeting and the sanction of the Court at the Scheme Court Hearing. TheMeetings and the nature of the approvals required to be given at them are described in more detail insection 9 of this Part II above. All Independent Shareholders are entitled to attend the Scheme CourtHearing in person or through representation to support or oppose the sanctioning of the Scheme.

The Scheme can only become effective if all Conditions to the Scheme, including shareholderapprovals and the sanction of the Court, have been satisfied (unless, where applicable, the relevantCondition is waived). The Scheme will become effective upon a copy of the Court Order beingdelivered to the Registrar of Companies for registration. This is expected to occur in the fourth quarterof 2019. Unless the Scheme becomes effective by the Long Stop Date the Scheme will never becomeeffective and the Acquisition will not proceed.

30

11. Offer-related arrangements

11.1 Confidentiality Agreement

Merlin, Blackstone Core Equity Management Associates L.L.C., KIRKBI and CPPIB entered into aconfidentiality agreement on 17 June 2019 (the “Confidentiality Agreement”) pursuant to which,amongst other things, Blackstone Core Equity Management Associates L.L.C., KIRKBI and CPPIB, onbehalf of themselves and Bidco have undertaken to: (a) subject to certain exceptions, keepinformation relating to Merlin and the Acquisition confidential and not to disclose it to third parties; and(b) use such confidential information only in connection with the Acquisition. These confidentialityobligations will remain in force until 17 June 2021 (or, if earlier, the completion of the Acquisition). TheConfidentiality Agreement contains standstill provisions which restricted the Consortium from acquiringor offering to acquire interests in certain securities of Merlin; those restrictions ceased to apply on themaking of the Rule 2.7 Announcement. The Confidentiality Agreement also contains restrictions on theConsortium soliciting or employing certain of Merlin’s employees, consultants and independentcontractors.

11.2 Joint Defence Agreement

Merlin, the Consortium and their respective external legal counsels entered into a confidentiality andjoint defence agreement (the “Joint Defence Agreement”) dated 24 June 2019, the purpose of whichis to ensure that the exchange or disclosure of certain materials relating to the parties only takes placebetween their respective external legal counsels and external experts, and does not diminish in anyway the confidentiality of such materials and does not result in a waiver of privilege, right or immunitythat might otherwise be available.

11.3 Cooperation Agreement

Pursuant to the Cooperation Agreement Bidco and Merlin have, amongst other things, each agreedto: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/orapprovals as may be necessary, and the making of all filings as may be necessary, from or under thelaw, regulations or practices applied by any applicable regulatory authority in connection with theAcquisition; and (ii) cooperate in preparing and implementing appropriate proposals in relation to theMerlin Share Plans. In addition, Bidco has agreed to certain provisions if the Scheme should switch toa Takeover Offer. The Cooperation Agreement can be terminated at any time if agreed in writing bythe parties prior to the Effective Date. The Cooperation Agreement may also be terminated by Bidco ifeither (a) a third party announces a possible or firm intention to make an offer for Merlin which isrecommended by the Merlin Independent Directors or (b) the Merlin Independent Directors withdraw,or adversely modify or qualify the recommendation set out in section 12 of Part I (Letter from theChairman of Merlin Entertainments plc). The Cooperation Agreement will terminate at the election ofeither Bidco of Merlin if: (a) the Acquisition is withdrawn, terminated or lapses prior to the Long StopDate and, where required, with the consent of the Panel (other than when Bidco elects to implementthe Acquisition by way of a Takeover Offer subject to the terms of the Cooperation Agreement orBidco or any person acting in concert with Bidco announces a firm offer to implement the Acquisitionby a different offer or scheme on substantially the same or improved terms), (b) prior to the Long StopDate a competing offer completes, becomes effective or is declared unconditional, (c) prior to theLong Stop Date any Condition has been invoked by Bidco (where the invocation of the relevantCondition is permitted by the Panel), (d) the Scheme is not approved by the IndependentShareholders at the Court Meeting and/or the Merlin Shareholders at the General Meeting or theCourt refuses to sanction the Scheme, or (e) unless otherwise agreed by the parties in writing orrequired by the Panel, the Effective Date has not occurred by the Long Stop Date.

Pursuant to the terms of the Cooperation Agreement, Bidco undertakes that it will deliver a notice inwriting to Merlin on the Business Day prior to the Scheme Court Hearing confirming either: (i) thesatisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extentpermitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction oneor more Conditions.

11.4 Share Plan Letter

Merlin and Bidco entered into the Share Plan Letter on 1 August 2019, which includes certainprovisions that will apply to the incentive arrangements that are operated by Merlin (as described in

31

section 6 of Part I (Letter from the Chairman of Merlin Entertainments plc) under the subheading“Existing employment rights, pensions and bonus” and in section 7 of this Part II).

12. Agreements relating to the invocation of Conditions

12.1 Bid Conduct Agreement and Bid Conduct Side Letter

KIRKBI and Blackstone have entered into the Bid Conduct Agreement, pursuant to which they haveagreed certain principles in accordance with which they intend to cooperate in respect of theAcquisition. The terms of the Bid Conduct Agreement include an agreement not to pursue acompeting proposal with respect to Merlin or take any action to frustrate the Acquisition or solicit orinduce another person to make a competing proposal until such time as, among others, theConsortium’s offer completes, is withdrawn or lapses, a competing offer is effective or completes orthey both agree to no longer pursue a transaction.

Blackstone has also entered into the Bid Conduct Side Letter with CPPIB, which addresses CPPIB’scooperation in respect of the Acquisition.

Each of the Bid Conduct Agreement and the Bid Conduct Side Letter requires that decisionsconcerning the invocation of Conditions be made unanimously among the respective parties to suchagreement.

13. Cancellation of listing of Merlin Shares and termination of Merlin’s ADS programme

The last day of dealings in, and registration of transfers of, Merlin Shares on the London StockExchange will be the Business Day immediately after the Scheme Court Hearing, following whichMerlin Shares will be suspended from the Official List and from the London Stock Exchange’s mainmarket for listed securities on the Business Day following the Scheme Court Hearing.

Prior to the Effective Date, it is intended that applications will be made to the London Stock Exchangefor Merlin Shares to cease to be admitted to trading on its main market for listed securities, and to theFCA for the listing of Merlin Shares on the Official List to be cancelled.

On the Effective Date, entitlements to Scheme Shares held within CREST will be cancelled, and sharecertificates in respect of Scheme Shares held in certificated form will cease to be valid documents oftitle and should be destroyed or, at the request of Merlin, delivered up to Merlin, or to any personappointed by Merlin to receive the same.

It is intended that following the Effective Date, Merlin’s ADS programme will be terminated. MerlinADS Holders should refer to Part VII (Additional Information for Overseas Shareholders and MerlinADS Holders) of this Document, which contains important information relevant to such holders.

It is intended that Merlin be re-registered as a private limited company as part of the Scheme and forthis to take effect as soon as practicable on or following the Effective Date.

14. Settlement

Subject to the Acquisition becoming effective (and except as provided in Part VII (AdditionalInformation for Overseas Shareholders and Merlin ADS Holders) of this Document in relation tocertain overseas Merlin Shareholders and Merlin ADS Holders), settlement of the consideration towhich any Merlin Shareholder on the register of members as at the Scheme Record Time is entitledunder the Scheme will be effected in the following manner:

14.1 Merlin Shares held in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Merlin Shares in uncertificatedform, the cash consideration to which such Scheme Shareholder is entitled will be transferred to suchperson through CREST by Bidco instructing or procuring the instruction of Euroclear to create anassured payment obligation in favour of the appropriate CREST account through which the SchemeShareholder holds such uncertificated Merlin Shares in respect of the cash consideration due to himnot later than the 14th day following the Effective Date.

As from 6:00 p.m. on the Business Day following the Scheme Court Hearing, each holding of MerlinShares credited to any stock account in CREST will be disabled and all Merlin Shares will be removedfrom CREST in due course.

32

Bidco reserves the right to pay all, or any part of, the cash consideration referred to above to all or anyScheme Shareholder(s) who hold Merlin Shares in uncertificated form in the manner referred to insub-section 14.2 below if, for reasons outside its reasonable control, it wishes to do so.

14.2 Merlin Shares held in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Merlin Shares in certificated form,settlement of the cash consideration due under the Scheme in respect of the Scheme Shares will bedespatched:

(A) by first class post, by cheque drawn on a branch of a UK clearing bank; or

(B) by such other method as may be approved by the Panel.

All such cash payments will be made in pounds sterling and drawn on a United Kingdom clearingbank. Payments made by cheque will be payable to the Scheme Shareholder(s) concerned. Chequeswill be despatched not later than the 14th day following the Effective Date to the person entitledthereto at the address as appearing in the register of members of Merlin at the Scheme Record Timeor in accordance with any special standing instructions regarding communications. None of Merlin,Bidco, any nominee(s) of Merlin, Bidco or any of their respective agents shall be responsible for anyloss or delay in the transmission of cheques sent in this way, and such cheques shall be sent at therisk of the person or persons entitled thereto.

14.3 General

All documents and remittances sent to Merlin Shareholders will be sent at the risk of the person(s)entitled thereto.

On the Effective Date each certificate representing a holding of Scheme Shares will cease to be validdocuments of title and should be destroyed or, at the request of Merlin, delivered up to Merlin, or toany person appointed by Merlin to receive the same. On the Effective Date entitlements to SchemeShares held within CREST will be cancelled.

Except with the consent of the Panel, settlement of the consideration to which any Merlin Shareholderis entitled under the Scheme will be implemented in full in accordance with the terms of the Schemefree of any lien, right of set-off, counterclaim or other analogous right to which Bidco might otherwisebe, or claim to be, entitled against such Merlin Shareholder.

Merlin ADS Holders should refer to Part VII (Additional Information for Overseas Shareholders andMerlin ADS Holders) of this Document for information regarding settlement of the consideration as itapplies to Merlin ADSs.

14.4 Dividends

Please refer to section 2 of this Part II (Explanatory Statement) for further information on dividends.

15. United Kingdom and United States taxation

Your attention is drawn to Part VI (United Kingdom Taxation) and Part VII (Additional Information forOverseas Shareholders and Merlin ADS Holders) of this Document, which contain a summary oflimited aspects of the UK and US tax treatment of the Scheme. Those summaries relate only to theposition of certain categories of Merlin Shareholders (as explained further in Part VI and Part VII ofthis Document), do not constitute tax advice and do not purport to be a complete analysis of allpotential UK or US tax consequences of the Scheme.

You are strongly advised to contact an appropriate independent professional adviser immediately todiscuss the tax consequences of the Scheme on your circumstances, in particular if you are in anydoubt about your own taxation position or you are subject to taxation in a jurisdiction other than theUnited Kingdom or the United States.

16. Overseas holders and Merlin ADS Holders

Overseas holders of Merlin Shares and Merlin ADS Holders should refer to Part VII (AdditionalInformation for Overseas Shareholders and Merlin ADS Holders) of this Document which containsimportant information relevant to such holders.

33

17. Further information

The terms of the Scheme are set out in full in Part IV (The Scheme of Arrangement) of this Document.Further information regarding Merlin and Bidco is set out in Part VIII (Additional Information on Merlin,Bidco and the Consortium) of this Document. Documents published and available for inspection arelisted in section 17 of Part VIII (Additional Information on Merlin, Bidco and the Consortium) of thisDocument.

18. Actions to be taken

Sending Forms of Proxy by post or by hand

Merlin Shareholders will receive a blue Form of Proxy for the Court Meeting and a yellow Form ofProxy for the General Meeting. Whether or not you intend to attend the Meetings, please completeand sign the Forms of Proxy in accordance with the instructions printed on them and return them,either (i) by post or (ii) during normal business hours only, by hand to Merlin’s registrars,Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, so as to be received as soon aspossible and, in any event, not later than 11:00 a.m. and 11:10 a.m. respectively on 30 August 2019(or, in the case of adjournment(s), not later than 48 hours (excluding any part of such 48 hour periodfalling on a non-working day) before the time fixed for the adjourned Meeting(s)). If the blue Form ofProxy for the Court Meeting is not returned by the above time, it may be handed to a representative ofComputershare or to the Chairman of the Court Meeting before the start of that Meeting. However, inthe case of the General Meeting, the yellow Form of Proxy must be received by the time mentionedabove, or it will be invalid.

Merlin Shareholders are entitled to appoint a proxy in respect of some or all of their Merlin Shares andmay also appoint more than one proxy, provided that each proxy is appointed to exercise the rightsattached to a different share or shares held by such holder. Merlin Shareholders who wish to appointmore than one proxy in respect of their holding of Merlin Shares should contact Computershare forfurther Forms of Proxy or photocopy the Forms of Proxy as required.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST(or any other procedure described below), will not prevent you from attending, speaking and voting inperson at either the Court Meeting or the General Meeting, or any adjournment thereof, if you areentitled and wish to do so.

Electronic appointment of proxies through CREST

If you hold Merlin Shares in uncertificated form through CREST and wish to appoint a proxy or proxiesfor the Meetings (or any adjourned Meeting) by using the CREST electronic proxy appointmentservice, you may do so by using the procedures described in the CREST Manual (please also refer tothe accompanying notes to the notices of Meetings set out in Part X (Notice of Court Meeting) andPart XI (Notice of General Meeting) of this Document). CREST personal members or other CRESTsponsored members, and those CREST members who have appointed any voting service provider(s),should refer to their CREST sponsor or voting service provider(s), who will be able to take theappropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, theappropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated inaccordance with the specifications of Euroclear and must contain the information required for suchinstructions as described in the CREST Manual. The message (regardless of whether it constitutesthe appointment of a proxy or an amendment to the instructions given to a previously appointed proxy)must, in order to be valid, be transmitted so as to be received by Computershare (ID 3RA50) not lessthan 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the timefixed for the Court Meeting or General Meeting (or adjourned Meeting), as applicable. For thispurpose, the time of receipt will be taken to be the time (as determined by the timestamp applied tothe message by the CREST application host) from which Computershare is able to retrieve themessage by enquiry to CREST in the manner prescribed by CREST. After this time, any change ofinstructions to proxies appointed through CREST should be communicated to the appointee throughother means.

CREST members and, where applicable, their CREST sponsors or voting service providers shouldnote that Euroclear does not make available special procedures in CREST for any particular

34

messages. Normal system timings and limitations will therefore apply in relation to the input of CRESTProxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CRESTmember is a CREST personal member or sponsored member or has appointed any voting serviceprovider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such actionas shall be necessary to ensure that a message is transmitted by means of the CREST system by anyparticular time. In this connection, CREST members and, where applicable, their CREST sponsor orvoting service provider(s) are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.

Merlin may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5)(a) the CREST Regulations.

Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, Merlin Shareholders entitledto attend and vote at the Meetings may appoint a proxy electronically by logging on to the followingwebsite: www.investorcentre.co.uk/eproxy and entering the Control Number, Shareholder ReferenceNumber and PIN shown on their Forms of Proxy. For an electronic proxy appointment to be valid, theappointment must be received by Computershare no later than 11:00 a.m. (London time) on30 August 2019 for the Court Meeting and 11:10 a.m. London time on 30 August 2019 for the GeneralMeeting (or, in the case of adjournment(s), not later than 48 hours (excluding any part of such 48 hourperiod falling on a non-working day) before the time fixed for the adjourned Meeting(s)). Full details ofthe procedure to be followed to appoint a proxy electronically are given on the website.

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time,you may complete the blue Form of Proxy and hand it to a representative of Computershare on behalfof the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of thatMeeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast sothat the Court may be satisfied that there is a fair and reasonable representation of opinion ofthe Independent Shareholders. Whether or not you intend to attend the Meetings, you aretherefore strongly advised to sign and return your blue Form of Proxy or appoint a proxyelectronically for the Court Meeting as soon as possible. The completion and return of theForms of Proxy will not prevent you from attending, voting and speaking at either the CourtMeeting or the General Meeting, or any adjournment thereof, in person if you are entitled andwish to do so.

Shareholder Helpline

If you have any questions about this Document, the Court Meeting or the General Meeting, or are inany doubt as to how to complete the Forms of Proxy or to submit your proxies electronically, pleasecall Computershare between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays)on +44 (0)370 703 6259. Calls from outside the UK will be charged at the applicable international rate.Different charges may apply to calls from mobile telephones. Please note that calls may be monitoredor recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits ofthe Acquisition or the Scheme.

Yours faithfully,

Alisdair GayneHead of UK Investment Bankingfor and on behalf of Barclays Bank PLC, acting through its Investment Bank

35

Nick HarperManaging Directorfor and on behalf of Goldman Sachs International

Andrew SeatonManaging Directorfor and on behalf of Citigroup Global Markets Limited

36

PART IIICONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE ACQUISITION

PART A. Conditions to the Scheme and the Acquisition

1. The Acquisition is conditional upon the Scheme becoming unconditional and becoming effective,subject to the provisions of the Code, by no later than 11.59 p.m. on the Long Stop Date, or suchlater date (if any) as Bidco and Merlin may, with the consent of the Panel, agree and (if required)the Court may allow.

Conditions of the Scheme

2. The Scheme is subject to the following Conditions:

(A) (i) its approval by a majority in number representing not less than 75 per cent. in value ofIndependent Shareholders who are on the register of members of Merlin (or the relevantclass or classes thereof) at the Voting Record Time, present and voting, whether in person orby proxy, at the Court Meeting and at any separate class meeting which may be required (orany adjournment thereof), and (ii) such Court Meeting being held on or before the 22nd dayafter the expected date of the Court Meeting to be set out in the Scheme Document in duecourse (or such later date as may be agreed between Bidco and Merlin (and that the Courtmay approve));

(B) (i) the resolutions required to implement the Scheme being duly passed at the GeneralMeeting (or any adjournment thereof) and (ii) such General Meeting being held on or beforethe 22nd day after the expected date of the General Meeting to be set out in the SchemeDocument in due course (or such later date as may be agreed between Bidco and Merlin(and that the Court may approve)); and

(C) (i) the sanction of the Scheme by the Court (with or without modification (but subject to suchmodification being acceptable to Bidco and Merlin)) and the delivery of a copy of the CourtOrder to the Registrar of Companies; and (ii) the Scheme Court Hearing being held on orbefore the 22nd day after the expected date of the Scheme Court Hearing (or such later dateas may be agreed between Bidco and Merlin (and that the Court may approve)).

General Conditions

3. In addition, Bidco and Merlin have agreed that the Acquisition will be conditional upon thefollowing conditions and, accordingly, the necessary actions to make the Scheme effective will notbe taken unless the following conditions (as amended if appropriate) have been satisfied or,where relevant, waived:

Antitrust

European Union

(A) the European Commission issuing a decision under Article 6(1)(b) of Council Regulation(EC) 139/2004 (the “Regulation”), or being deemed to have done so under Article 10(6) ofthe Regulation, declaring the Acquisition compatible with the internal market withoutattaching to its decision any conditions or obligations that are not reasonably satisfactoryto Bidco and in the event that a request under Article 9(2) of the Regulation has been madeby a Member State, the European Commission indicating that it does not intend to refer theAcquisition (or any part thereof) or any matter arising therefrom to a competent authority of aMember State in accordance with Article 9(1) of the Regulation;

United States

(B) all filings having been made and any applicable waiting period under the Hart Scott RodinoAntitrust Improvements Act of 1976 (as amended) and the regulations made thereunderrelating to the Acquisition has expired, lapsed or been terminated;

China

(C) the State Administration for Market Regulation (“SAMR”) issuing a notice confirming that itwill not conduct further review of the Acquisition or approving the Acquisition; or the statutory

37

review period pursuant to the PRC Anti Monopoly Law, including any extension of suchperiod, having elapsed and no objection having been raised or qualifications or requirementsthat are not on terms reasonably satisfactory to Bidco imposed by the SAMR in relation to theAgreement;

Turkey

(D) the Turkish Competition Board issuing a decision pursuant to the Act on the Protection ofCompetition (Law No. 4054, as amended (the “Act”)) and Communique No. 2010/4 on theMergers and Acquisitions Calling for the Authorisation of the Competition Board (asamended), stating that the Acquisition is not subject to notification, or approving theAcquisition after a preliminary investigation without any objections or without imposing anyconditions that are not reasonably satisfactory to Bidco; or the statutory waiting period of30 days specified in Article 10 of the Act expiring without the Turkish Competition Boardresponding to or taking any action in relation to the notification made regarding theAcquisition;

The Ukraine

(E) the Antimonopoly Committee of Ukraine deciding to approve or having been deemed to haveapproved the Acquisition in accordance with the Law of Ukraine on Protection of EconomicCompetition as of 11 January 2001 No. 2210-III (as amended), whether under conditions andobligations reasonably satisfactory to Bidco or without attaching any conditions or obligations;

Regulatory

Australia

(F) (i) the Treasurer of the Commonwealth of Australia (“Treasurer”) (or the Treasurer’sdelegate) providing a written no objection notification in respect of Bidco’s proposedacquisition of a direct interest in Australian entities under the Acquisition either withoutconditions or without imposing any conditions that are not reasonably satisfactory to Bidco; or(ii) following notice of Bidco’s proposed acquisition of a direct interest in Australian entitiesunder the Acquisition having been given by Bidco to the Treasurer under the ForeignAcquisitions and Takeovers Act 1975 (Cth), the Treasurer has ceased to be empowered tomake any order under Part 3 of the Foreign Acquisitions and Takeovers Act 1975 (Cth)because the applicable time limit on making orders and decisions has expired;

New Zealand

(G) the New Zealand Overseas Investment Office giving all consents, either without conditions oron conditions reasonably satisfactory to Bidco, required for the Acquisition under the NewZealand Overseas Investment Act 2005 and the New Zealand Overseas InvestmentRegulations 2005;

Other Third Party clearances

(H) no central bank, government or governmental, quasi governmental, supranational, statutory,regulatory, environmental, administrative, fiscal or investigative body, court, trade agency,association, institution, environmental body, employee representative body or any other bodyor person whatsoever in any jurisdiction (each a “Third Party”) having given notice of adecision to take, institute, implement or threaten any action, proceeding, suit, investigation,enquiry or reference, or having required any action to be taken or otherwise having doneanything or having enacted, made or proposed any statute, regulation, decision, order orchange to published practice and there not continuing to be outstanding any statute,regulation, decision or order which would or might:

(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of anyshares or other securities in, or control or management of, any member of the WiderMerlin Group by any member of the Wider Bidco Group void, illegal and/orunenforceable under the laws of any relevant jurisdiction, or otherwise directly orindirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwiseinterfere with the implementation of, or impose material additional conditions or

38

obligations with respect to, the Acquisition or the acquisition of any shares or othersecurities in, or control or management of, any member of the Wider Merlin Group byany member of the Wider Bidco Group or require amendment of the Scheme;

(ii) require, prevent or materially delay the divestiture or alter the terms envisaged for suchdivestiture by any member of the Wider Bidco Group or by any member of the WiderMerlin Group of all or any part of their businesses, assets or property or impose anylimitation on the ability of all or any of them to conduct their businesses (or any partthereof) or to own, control or manage any of their assets or properties (or any partthereof) to an extent which is material in the context of the Wider Merlin Group taken asa whole or in the context of the Acquisition;

(iii) impose any material limitation on, or result in a material delay in, the ability of anymember of the Wider Bidco Group directly or indirectly to acquire or hold or to exerciseeffectively all or any rights of ownership in respect of shares or other securities in Merlin(or any member of the Wider Merlin Group) or on the ability of any member of the WiderMerlin Group or any member of the Wider Bidco Group directly or indirectly to hold orexercise effectively any rights of ownership in respect of shares or other securities (orthe equivalent) in, or to exercise management control over, any member of the WiderMerlin Group to an extent which is material in the context of the Wider Merlin Grouptaken as a whole or in the context of the Acquisition;

(iv) other than pursuant to the implementation of the Scheme or, if applicable, sections 974to 991 of the Companies Act, require any member of the Wider Bidco Group or theWider Merlin Group to acquire or offer to acquire any shares, other securities (or theequivalent) or interest in any member of the Wider Merlin Group or any asset owned byany third party which is material in the context of the Wider Merlin Group or the WiderBidco Group, in either case taken as a whole;

(v) require, prevent or delay a divestiture by any member of the Wider Bidco Group of anyshares or other securities (or the equivalent) in any member of the Wider Merlin Group;

(vi) result in any member of the Wider Merlin Group ceasing to be able to carry on businessunder any name under which it presently carries on business to an extent which ismaterial in the context of the Wider Merlin Group taken as a whole or in the context ofthe Acquisition;

(vii) impose any limitation on the ability of any member of the Wider Bidco Group or anymember of the Wider Merlin Group to conduct, integrate or coordinate all or any part oftheir respective businesses with all or any part of the business of any other member ofthe Wider Bidco Group and/or the Wider Merlin Group in a manner which is adverse andmaterial to the Wider Bidco Group and/or the Wider Merlin Group, in either case, takenas a whole or in the context of the Acquisition; or

(viii) except as Disclosed, otherwise affect the business, assets, value, profits, prospects oroperational performance of any member of the Wider Merlin Group or any member ofthe Wider Bidco Group in each case in a manner which is adverse to and material in thecontext of the Wider Merlin Group taken as a whole or of the financing of the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) duringwhich any such Third Party could decide to take, institute, implement or threaten any suchaction, proceeding, suit, investigation, enquiry or reference or take any other step under thelaws of any jurisdiction in respect of the Acquisition or proposed acquisition of any MerlinShares or otherwise intervene having expired, lapsed, or been terminated;

(I) all notifications, filings or applications which are deemed by Bidco to be necessary orreasonably considered to be appropriate having been made in connection with theAcquisition and all necessary waiting and other time periods (including any extensionsthereof) under any applicable legislation or regulation of any jurisdiction having expired,lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in anyjurisdiction having been complied with and all Authorisations which are deemed by Bidco tobe necessary or reasonably considered to be appropriate in any jurisdiction for or in respectof the Acquisition or the proposed acquisition of any shares or other securities in, or controlof, Merlin by any member of the Wider Bidco Group having been obtained in terms and in a

39

form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudiceto the generality of the foregoing) from any person or bodies with whom any member of theWider Merlin Group or the Wider Bidco Group has entered into contractual arrangements ineach case where the direct consequence of a failure to make such notification or filing or towait for the expiry, lapse or termination of any such waiting or other time period or to complywith such obligation or obtain such Authorisation would be unlawful in any relevantjurisdiction or have a material adverse effect on the Wider Merlin Group, any member of theBidco Group or the ability of Bidco to implement the Scheme and all such Authorisationsremaining in full force and effect at the time at which the Scheme becomes otherwiseunconditional in all respects and there being no notice or intimation of an intention to revoke,suspend, restrict, modify or not to renew such Authorisations;

(J) no temporary restraining order, preliminary or permanent injunction, preliminary or permanentenjoinment, or other order issued and being in effect by a court or other Third Party whichhas the effect of making the Acquisition or any acquisition or proposed acquisition of anyshares or other securities or control or management of, any member of the Wider MerlinGroup by any member of the Wider Bidco Group, or the implementation of either of them,void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, orotherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying orotherwise interfering with the completion or the approval of the Acquisition or any matterarising from the proposed acquisition of any shares or other securities in, or control ormanagement of, any member of the Wider Merlin Group by any member of the Wider BidcoGroup;

Confirmation of absence of adverse circumstances

(K) except as Disclosed, there being no provision of any arrangement, agreement, licence,permit, franchise, lease or other instrument to which any member of the Wider Merlin Groupis a party or by or to which any such member or any of its assets is or may be bound, entitledor be subject or any event or circumstance which, as a consequence of the Acquisition or theproposed acquisition by any member of the Wider Bidco Group of any shares or othersecurities in Merlin or because of a change in the control or management of any member ofthe Wider Merlin Group or otherwise, would or might reasonably be expected to result in, ineach case to an extent which is material in the context of the Wider Merlin Group taken as awhole or to the financing of the Acquisition:

(i) any monies borrowed by, or any other indebtedness, actual or contingent of, or any grantavailable to, any member of the Wider Merlin Group being or becoming repayable, orcapable of being declared repayable, immediately or prior to its or their stated maturitydate or repayment date, or the ability of any such member to borrow monies or incur anyindebtedness being withdrawn or inhibited or being capable of becoming or beingwithdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider MerlinGroup or any member of the Wider Bidco Group under any such arrangement,agreement, licence, permit, lease or instrument or the interests or business of anymember of the Wider Merlin Group or any member of the Wider Bidco Group in or withany other firm or company or body or person (or any agreement or arrangement relatingto any such business or interests) being or likely to become terminated or adverselymodified or affected or any onerous obligation or liability arising or any adverse actionbeing taken or arising thereunder;

(iii) any member of the Wider Merlin Group ceasing to be able to carry on business underany name under which it presently carries on business to an extent which is material inthe context of the Merlin Group taken as a whole or in the context of the Acquisition;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member ofthe Wider Merlin Group being or falling to be disposed of or charged or any right arisingunder which any such asset or interest could be required to be disposed of or charged orcould cease to be available to any member of the Wider Merlin Group otherwise than inthe ordinary course of business;

40

(v) other than in the ordinary course of business, the creation or enforcement of anymortgage, charge or other security interest over the whole or any part of the business,property or assets of any member of the Wider Merlin Group or any such mortgage,charge or other security interest (whenever created, arising or having arisen), becomingenforceable;

(vi) the business, assets, value, financial or trading position, profits, prospects or operationalperformance of any member of the Wider Merlin Group being prejudiced or adverselyaffected; or

(vii) the creation or acceleration of any material liability (actual or contingent) by any member ofthe Wider Merlin Group other than trade creditors or other liabilities incurred in the ordinarycourse of business; or

(viii) any liability of any member of the Wider Merlin Group to make any severance, termination,bonus or other payment to any of its directors or other officers other than in the ordinarycourse of business;

No material transactions, claims or changes in the conduct of the business of the Merlin Group

(L) except as Disclosed, no member of the Wider Merlin Group having since 29 December 2018:

(i) save as between Merlin and its wholly owned subsidiaries or between such whollyowned subsidiaries and save for the issue or transfer out of treasury of Merlin Shares onthe exercise of options or vesting of awards granted in the ordinary course under theMerlin Share Plans, issued or agreed to issue or authorised or proposed or announcedits intention to authorise or propose the issue of additional shares of any class, orsecurities or securities convertible into, or exchangeable for, or rights, warrants oroptions to subscribe for or acquire, any such shares or convertible securities ortransferred or sold or agreed to transfer or sell or authorised or proposed the transfer orsale of Merlin Shares out of treasury;

(ii) recommended, declared, paid or made or agreed to recommend, declare, pay or makeany bonus issue, dividend or other distribution (whether payable in cash or otherwise)other than to Merlin or one of its wholly owned subsidiaries;

(iii) save as between Merlin and its wholly owned subsidiaries or between such whollyowned subsidiaries, merged with (by statutory merger or otherwise) or demerged from oracquired any body corporate, partnership or business or acquired or disposed of, or,other than in the ordinary course of business, transferred, mortgaged or charged orcreated any security interest over, any assets or any right, title or interest in any asset(including shares and trade investments) or authorised, proposed or announced anyintention to do so, in each case to an extent which is material in the context of the WiderMerlin Group taken as a whole;

(iv) save as between Merlin and its wholly owned subsidiaries or between such whollyowned subsidiaries, made, authorised, proposed or announced an intention to proposeany change in its loan capital other than in the ordinary course of business and to anextent which is material in the context of the Wider Merlin Group taken as a whole;

(v) issued, authorised or proposed or announced an intention to authorise or propose theissue of, or made any change in or to the terms of, any debentures or (save in theordinary course of business and save as between Merlin and its wholly ownedsubsidiaries or between such wholly owned subsidiaries) incurred or increased anyindebtedness or become subject to any contingent liability to an extent which is materialin the context of the Wider Merlin Group taken as a whole or in the context of theAcquisition;

(vi) entered into, varied, authorised or proposed entry into or variation of, or announced itsintention to enter into or vary, any contract, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise) (otherwise than in the ordinarycourse of business) which is of a long term, unusual or onerous nature, or whichinvolves or could reasonably be expected to involve an obligation of a nature ormagnitude which is or is likely to be materially restrictive on the business of any member

41

of the Wider Merlin Group to an extent which is or is reasonably likely to be material tothe Wider Merlin Group taken as a whole;

(vii) entered into any licence or other disposal of intellectual property rights of any member ofthe Wider Merlin Group which are material in the context of the Wider Merlin Group andoutside the normal course of business;

(viii) entered into, varied, authorised or proposed entry into or variation of, or announced itsintention to enter into or vary the terms of or made any offer (which remains open foracceptance) to enter into or vary the terms of, any contract, commitment, arrangement orany service agreement with any director or senior executive of the Wider Merlin Groupsave for salary increases, bonuses or variations of terms in the ordinary course;

(ix) proposed, agreed to provide or modified the terms of any share option scheme, incentivescheme, or other benefit relating to the employment or termination of employment of anyemployee of the Wider Merlin Group which, taken as a whole, are material in the contextof the Wider Merlin Group taken as a whole;

(x) (I) (excluding the trustee of any pension scheme(s) established by a member of theWider Merlin Group other than Merlin itself) made, agreed or consented to or procuredany significant change to: (a) the terms of the trust deeds, rules, policy or othergoverning documents constituting any pension scheme or other retirement or deathbenefit arrangement established for the directors, former directors, employees or formeremployees of any entity in the Wider Merlin Group or their dependants and establishedby a member of the Wider Merlin Group (a “Relevant Pension Plan”); (b) the basis onwhich benefits accrue, pensions which are payable or the persons entitled to accrue orbe paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilitiesof any Relevant Pension Plan are funded or valued; (e) the basis or rate of employercontribution to a Relevant Pension Plan, in each case to the extent which is material inthe context of the Wider Merlin Group taken as a whole or in the context of theAcquisition and other than as required in accordance with applicable law; or (II) enterinto or propose to enter into one or more bulk annuity contracts in relation to anyRelevant Pension Plan; or (III) carried out any act: (a) which would or could reasonablybe expected to lead to the commencement of the winding up of any Relevant PensionPlan; (b) which would or is reasonably likely to create a material debt owed by anemployer to any Relevant Pension Plan; (c) which would or might accelerate anyobligation on any employer to fund or pay additional contributions to any RelevantPension Plan; or (d) which would, having regard to the published guidance of thePensions Regulator give rise directly or indirectly to a liability in respect of a RelevantPension Plan arising out of the operation of sections 38 and 38A of the PensionsAct 2004 in relation to a Relevant Pension Plan, in each case to the extent which ismaterial in the context of the Wider Merlin Group taken as a whole or in the context ofthe Acquisition and other than as required in accordance with applicable law;

(xi) changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan;

(xii) entered into, implemented or effected, or authorised, proposed or announced itsintention to implement or effect, any joint venture, asset or profit sharing arrangement,partnership, composition, assignment, reconstruction, amalgamation, commitment,scheme or other transaction or arrangement (other than the Scheme) otherwise thanin the ordinary course of business which is material in the context of the Wider MerlinGroup taken as a whole or in the context of the Acquisition;

(xiii) purchased, redeemed or repaid or announced any proposal to purchase, redeem orrepay any of its own shares or other securities or reduced or, save in respect of thematters mentioned in sub paragraph (i) above, made any other change to any part of itsshare capital to an extent which (other than in the case of Merlin) is material in thecontext of the Wider Merlin Group taken as a whole;

(xiv)other than with respect to claims between Merlin and its wholly owned subsidiaries (orbetween such subsidiaries), waived, compromised or settled any claim otherwise than inthe ordinary course of business which is material in the context of the Wider MerlinGroup taken as a whole or in the context of the Acquisition;

42

(xv) made any alteration to its articles of association or other constitutional documents (ineach case, other than in connection with the Scheme) which is material in the context ofthe Acquisition;

(xvi) (other than in respect of a member of the Wider Merlin Group which is dormant and wassolvent at the relevant time) taken or proposed any steps, corporate action or had anylegal proceedings instituted or threatened against it in relation to the suspension ofpayments, a moratorium of any indebtedness, its winding up (voluntary or otherwise),dissolution, reorganisation or for the appointment of any administrator, receiver,manager, administrative receiver, trustee or similar officer of all or any of its assets orrevenues or any analogous proceedings in any jurisdiction or appointed any analogousperson in any jurisdiction or had any such person appointed which is material in thecontext of the Wider Merlin Group taken as a whole or in the context of the Acquisition;

(xvii) been unable, or admitted in writing that it is unable, to pay its debts or commencednegotiations with one or more of its creditors with a view to rescheduling or restructuringany of its indebtedness, or having stopped or suspended (or threatened to stop orsuspend) payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business which is material in the context of the Wider MerlinGroup taken as a whole or in the context of the Acquisition;

(xviii) entered into any contract, commitment, agreement or arrangement otherwise than in theordinary course of business or passed any resolution or made any offer (which remainsopen for acceptance) with respect to or announced an intention to, or to propose to,effect any of the transactions, matters or events referred to in this condition;

(xix) terminated or varied the terms of any agreement or arrangement between any memberof the Wider Merlin Group and any other person in a manner which would or might beexpected to have a material adverse effect on the financial position of the Wider MerlinGroup taken as a whole; or

(xx) having taken (or agreed or proposed to take) any action which requires, or wouldrequire, the consent of the Panel or the approval of Merlin Shareholders in generalmeeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No material adverse change

(M) since 29 December 2018, and except as Disclosed, there having been:

(i) no adverse change and no circumstance having arisen which would be expected toresult in any adverse change or deterioration in the business, assets, value, financial ortrading position, profits, prospects or operational performance of any member of theWider Merlin Group to an extent which is material to the Wider Merlin Group taken as awhole or to the financing of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings including,without limitation, with regard to intellectual property rights used by the Wider MerlinGroup having been threatened, announced or instituted by or against or remainingoutstanding against any member of the Wider Merlin Group or to which any member ofthe Wider Merlin Group is or may become a party (whether as claimant or defendant orotherwise) and no enquiry, review, investigation or enforcement proceedings by, orcomplaint or reference to, any Third Party against or in respect of any member of theWider Merlin Group having been threatened, announced or instituted by or against, orremaining outstanding in respect of, any member of the Wider Merlin Group which, inany such case, might be expected to have a material adverse effect on the Wider MerlinGroup taken as a whole;

(iii) no contingent or other liability having arisen, increased or become apparent which isreasonably likely to adversely affect the business, assets, financial or trading position,profits, prospects or operational performance of any member of the Wider Merlin Groupto an extent which is material to the Wider Merlin Group taken as a whole

(iv) no steps having been taken and no omissions having been made which are reasonablylikely to result in the withdrawal, cancellation, termination or modification of any licence

43

held by any member of the Wider Merlin Group, which is necessary for the propercarrying on of its business and the withdrawal, cancellation, termination or modificationof which is material and reasonably likely to have a material adverse effect on the WiderMerlin Group taken as a whole; and

no member of the Wider Merlin Group having conducted its business in material breach ofany applicable laws and regulations which in any case is material in the context of the WiderMerlin Group taken as a whole.

(N) since 29 December 2018, and except as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Merlin Grouppublicly announced or disclosed to any member of the Wider Bidco Group at any timeprior to the Rule 2.7 Announcement by or on behalf of any member of the Wider MerlinGroup or to any of their advisers is misleading, contains a misrepresentation of fact oromits to state a fact necessary to make that information not misleading and which is, inany case, material in the context of the Wider Merlin Group taken as a whole or in thecontext of the Acquisition;

(ii) that any member of the Wider Merlin Group is subject to any liability, contingent orotherwise and which is material in the context of the Wider Merlin Group taken as awhole; or

(iii) any information which affects the import of any information disclosed to Bidco at anytime prior to the Rule 2.7 Announcement by or on behalf of any member of the WiderMerlin Group which is material in the context of the Wider Merlin Group taken as awhole;

Environmental liabilities

(O) except as Disclosed, Bidco not having discovered that, in relation to any release, emission,accumulation, discharge, disposal or other similar circumstance which has impaired or islikely to impair the environment (including property) or harmed or is likely to harm the healthof humans, animals or other living organisms or eco systems, no past or present member ofthe Wider Merlin Group, in a manner or to an extent which is material in the context of theWider Merlin Group, (i) having committed any violation of any applicable laws, statutes,regulations, Authorisations, notices or other requirements of any Third Party giving rise to amaterial liability; and/or (ii) having incurred any material liability (whether actual or contingent)to any Third Party; and/or (iii) being likely to incur any material liability (whether actual orcontingent), or being required, to make good, remediate, repair, reinstate or clean up theenvironment (including any property) in each case of (i), (ii) or (iii) which such liability orrequirement would be material to the Wider Merlin Group taken as a whole;

Intellectual Property

(P) no circumstance having arisen or event having occurred in relation to any intellectualproperty owned or used by any member of the Wider Merlin Group which would have amaterial adverse effect on the Wider Merlin Group taken as a whole or is otherwise materialin the context of the Acquisition, including:

(i) any member of the Wider Merlin Group losing its title to any intellectual property materialto its business, or any intellectual property owned by the Wider Merlin Group andmaterial to its business being revoked, cancelled or declared invalid;

(ii) any claim being asserted in writing or threatened in writing by any person challengingthe ownership of any member of the Wider Merlin Group to, or the validity oreffectiveness of, any of its intellectual property; or

(iii) any agreement regarding the use of any intellectual property licensed to or by anymember of the Wider Merlin Group being terminated or varied;

44

Anti corruption and sanctions

(Q) except as Disclosed, Bidco not having discovered that (to an extent that is material in thecontext of the Wider Merlin Group taken as a whole):

(i) any past or present member of the Wider Merlin Group or any person that performs orhas performed services for or on behalf of any such company is or has at any timeengaged in any activity, practice or conduct (or omitted to take any action) incontravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of1977, as amended or any other applicable anti corruption legislation;

(ii) any member of the Wider Merlin Group is ineligible to be awarded any contract orbusiness under section 23 of the Public Contracts Regulations 2006 or section 26 of theUtilities Contracts Regulations 2006 (each as amended);

(iii) any past or present member of the Wider Merlin Group has engaged in any activity orbusiness with, or made any investments in, or made any payments to any government,entity or individual covered by any of the economic sanctions administered by the UnitedNations or the European Union (or any of their respective member states) or the UnitedStates Office of Foreign Assets Control or any other governmental or supranational bodyor authority in any jurisdiction; or

(iv) a member of the Merlin Group has engaged in a transaction which would cause theBidco Group to be in breach of any law or regulation on completion of the Acquisition,including the economic sanctions administered by the United States Office of ForeignAssets Control or HM Treasury & Customs or any government, entity or individualtargeted by any of the economic sanctions of the United Nations, United States or theEuropean Union or any of its member states.

No criminal property

(R) except as Disclosed, Bidco not having discovered that any asset of any member of the WiderMerlin Group constitutes criminal property as defined by section 340(3) of the Proceeds ofCrime Act 2002 (but disregarding paragraph (b) of that definition).

PART B: Further terms and conditions

1. Subject to the requirements of the Panel in accordance with the Code, Bidco reserves the right towaive, in whole or in part, all or any of the Conditions in Part A above, except forConditions 2(A)(i), 2(B)(i) and 2(C)(i) (Conditions of the Scheme) which cannot be waived.

2. Conditions 3(A) to (R) (inclusive) must each be fulfilled, determined by Bidco to be or to remainsatisfied or (if capable of waiver) be waived by Bidco by no later than 11.59 p.m. on the dateimmediately preceding the date of the Scheme Court Hearing, failing which the Acquisition willlapse. Bidco shall be under no obligation to waive or treat as satisfied any of the Conditions that itis entitled (with the consent of the Panel) to invoke, by a date earlier than the latest date specifiedabove for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at suchearlier date have been waived or fulfilled and that there are at such earlier date no circumstancesindicating that any of such Conditions may not be capable of fulfilment.

3. If Bidco is required by the Panel to make an offer for Merlin Shares under the provisions of Rule 9of the Code, Bidco may make such alterations to any of the above Conditions as are necessary tocomply with the provisions of that Rule.

4. Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition so as to cause the Acquisitionnot to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the rightto invoke the Condition are of material significance to Bidco in the context of the Acquisition.Conditions 2(A)(i), 2(B)(i) and 2(C)(i) (Conditions of the Scheme) above and, if applicable, anyacceptance condition if the Acquisition is implemented by means of a Takeover Offer, are notsubject to this provision of the Code.

5. Bidco reserves the right to elect to implement the Acquisition by way of a takeover offer (asdefined in section 974 of the Companies Act) as an alternative to the Scheme (subject to thePanel’s consent and the terms of the Cooperation Agreement). In such event, the Acquisition willbe implemented on the same terms (subject to appropriate amendments including (without

45

limitation) the inclusion of an acceptance condition set at 75 per cent. (or such lower percentageas Bidco may, subject to the rules of the Code and the terms of the Cooperation Agreement andwith the consent of the Panel, decide) of the shares to which the Acquisition relates and thoserequired by, or deemed appropriate by, Bidco under applicable law, so far as applicable) as thosewhich would apply to the Scheme. Further, if sufficient acceptances of such offer are receivedand/or sufficient Merlin Shares are otherwise acquired, it is the intention of Bidco to apply theprovisions of the Companies Act to acquire compulsorily any outstanding Merlin Shares to whichsuch offer relates.

6. The Acquisition will lapse if the European Commission either initiates proceedings underArticle 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authorityof the United Kingdom under Article 9(3)(b) of that Regulation and there is a subsequent Phase 2CMA Reference, in either case before 1.00 p.m. on or before the later of the date of the CourtMeeting and the date of the General Meeting. In such event, Merlin will not be bound by the termsof the Scheme.

7. The Acquisition will be governed by English law and be subject to the jurisdiction of the Englishcourts and to the Conditions set out above. The Scheme will be subject to the applicablerequirements of the Code, the Panel, the London Stock Exchange, the Listing Rules and theRegistrar of Companies.

8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited byreference to any other Condition.

9. Merlin Shares which will be acquired under the Acquisition will be acquired fully paid and freefrom all liens, equities, charges, encumbrances, options, rights of pre-emption and any other thirdparty rights and interests of any nature and together with all rights now or hereafter attaching oraccruing to them, including voting rights and the right to receive and retain in full all dividends andother distributions (if any) declared, made or paid on or after the Effective Date.

10. If, on or after the date of the Rule 2.7 Announcement and before the Effective Date, any dividendand/or other distribution and/or other return of capital is declared, made or paid or becomespayable in respect of the Merlin Shares, Bidco reserves the right to reduce the considerationpayable under the terms of the Acquisition for the Merlin Shares by an amount up to the amountof such dividend and/or distribution and/or return of capital, in which case any reference in thisDocument to the consideration payable under the terms of the Acquisition will be deemed to be areference to the consideration as so reduced. For the avoidance of doubt, any payments made incash or by way of the delivery of shares on the vesting of Awards calculated by reference todividends accrued in respect of those underlying vested shares are not to be construed as adividend, distribution or return of capital for these purposes. If Bidco exercises its right to reducethe offer consideration in accordance with this section, the relevant eligible Merlin Shareholderswill be entitled to receive and retain that dividend and/or other distribution and/or return of capitalif it is to be paid by reference to a record date that is prior to the Scheme Record Time.

11. The availability of the Acquisition to persons not resident in the United Kingdom may be affectedby the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdictionother than the United Kingdom should inform themselves about and observe any applicablerequirements. Further information in relation to Overseas Shareholders is contained in Part VII(Additional Information for Overseas Shareholders and Merlin ADS Holders) of this Document.

46

PART IVTHE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2019-004381

IN THE MATTER OF MERLIN ENTERTAINMENTS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT(under Part 26 of the Companies Act 2006)

between

MERLIN ENTERTAINMENTS PLC

AND

THE HOLDERS OF THE SCHEME SHARES(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear thefollowing meanings:

“Acquisition” . . . . . . . . the proposed acquisition by Bidco of the entire issued and to be issuedshare capital of Merlin not already owned or controlled by (i) the BidcoGroup or (ii) KIRKBI or its subsidiary undertakings, to be effected bymeans of the Scheme (and other matters to be considered at theMeetings);

“Bidco” . . . . . . . . . . . . Motion Acquisition Limited a company incorporated in England andWales with company number 12024126;

“Bidco Group” . . . . . . . Bidco and its subsidiary undertakings and where the context permits,each of them;

“Blackstone” . . . . . . . . The Blackstone Group Inc., together with its affiliates, as the contextmay require;

“Business Day” . . . . . . a day (other than a Saturday, Sunday or public or bank holiday) onwhich clearing banks in London are generally open for normal business;

“certificated form” or “incertificated form” . . . . a share or other security which is not in uncertificated form (that is, not

in CREST);

“Code” . . . . . . . . . . . . . The City Code on Takeovers and Mergers;

“Companies Act” . . . . . the Companies Act 2006, as amended;

“Consortium” . . . . . . . . KIRKBI, Blackstone and CPPIB;

“Court” . . . . . . . . . . . . the High Court of Justice in England and Wales;

“Court Meeting” . . . . . . the meeting of Independent Shareholders (and any adjournment thereof)convened pursuant to an order of the Court pursuant to section 896 ofthe Companies Act for the purpose of considering and, if thought fit,approving (with or without modification) this Scheme;

“Court Order” . . . . . . . . the order of the Court sanctioning this Scheme under section 899 of theCompanies Act;

“CPPIB” . . . . . . . . . . . . Canada Pension Plan Investment Board;

47

“CREST” . . . . . . . . . . . the system for the paperless settlement of trades in securities and theholding of uncertificated securities operated by Euroclear in accordancewith the relevant system (as defined in the CREST Regulations) ofwhich Euroclear is the Operator (as defined in the CREST Regulations);

“CREST Regulations” . . the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

“Document” . . . . . . . . . the circular to the Merlin Shareholders published by the Company on1 August 2019 in connection with this Scheme;

“Effective Date” . . . . . . the date on which this Scheme becomes effective in accordance with itsterms;

“Euroclear” . . . . . . . . . . Euroclear UK & Ireland Limited;

“Excluded Shares” . . . . (i) any Merlin Shares which are registered in the name of orbeneficially owned by (i) Bidco or any subsidiary undertaking ofBidco; (ii) KIRKBI or any subsidiary undertaking of KIRKBI, in eachcase immediately prior to the Scheme Record Time; and

(ii) any Merlin Shares held in treasury;

“holder” . . . . . . . . . . . . a registered holder and includes any person(s) entitled by transmission;

“IndependentShareholders” . . . . . . Merlin Shareholders, other than KIRKBI or its nominee(s) (acting in their

capacity as such);

“KIRKBI” . . . . . . . . . . . KIRKBI Invest A/S, incorporated in Denmark with registerednumber 31159830;

“Latest Practicable Date” close of business on 30 July 2019, being the latest practicable datebefore publication of the Document;

“Meeting” . . . . . . . . . . . the Court Meeting and/or the General Meeting, as the case may be;

“Merlin” or “Company” . . means Merlin Entertainments plc, a company incorporated in Englandand Wales with registered number 08700412;

“Merlin Shareholders” . . the holders of Merlin Shares from time to time;

“Merlin Share Plans” . . . (i) the Merlin Entertainments plc Performance Share Plan; (ii) the MerlinEntertainments plc Deferred Bonus Plan; (iii) the MerlinEntertainments plc Company Share Option Plan; (iv) the MerlinEntertainments plc All Employee Share Plan (UK Sharesave); (v) theMerlin Entertainments plc All-Employee Plan (Overseas Sharesave); and(vi) the Merlin Entertainments plc All-Employee Plan (US EmployeeStock Purchase Plan), in each case as amended from time to time;

“Merlin Shares” . . . . . . means ordinary shares of 1p each in the capital of Merlin;

“Panel” . . . . . . . . . . . . The Panel on Takeovers and Mergers;

“Scheme” . . . . . . . . . . . this scheme of arrangement in its present form or with or subject to anymodification, addition or condition approved or imposed by the Court;

“Scheme Court Hearing” the hearing at which the Court sanctions the Scheme under section 899of the Companies Act;

“Scheme Record Time” . 6:00 p.m. on the Business Day immediately after the date of the SchemeCourt Hearing;

“Scheme Shareholders” . holders of Scheme Shares whose names appear in the register ofmembers of Merlin at the Scheme Record Time;

“Scheme Shares” . . . . . the Merlin Shares:

(i) in issue at the date of the Document;

48

(ii) (if any) issued after the date of the Document and prior to the VotingRecord Time; and

(iii) (if any) issued at or after the Voting Record Time and prior to theScheme Record Time in respect of which the original or anysubsequent holder thereof shall be bound by this Scheme or shallby such time have agreed in writing to be bound by this Scheme,

in each case, remaining in issue at the Scheme Record Time butexcluding any Excluded Shares at any relevant date or time;

“uncertificated form” or“in uncertificated form”

a share or other security recorded on the relevant register as being heldin uncertificated form in CREST, and title to which, by virtue of theCREST Regulations, may be transferred by means of CREST;

“Voting Record Time” . . 6:00 p.m. on the day which is two days prior to the date of the CourtMeeting (excluding non-working days) or, if the Court Meeting isadjourned, 6:00 p.m. on the day which is two days (excluding non-working days) before the date of such adjourned Meeting; and

(B) As at the Latest Practicable Date, the issued share capital of the Company was £10,240,724.49divided into 1,024,072,449 ordinary shares of 1 pence each, all of which are credited as fullypaid up.

(C) As at the Latest Practicable Date, options and awards to acquire up to 24,703,395 Merlin Shareshave been granted pursuant to the Merlin Share Plans.

(D) Bidco was incorporated on 30 May 2019 under the laws of England and Wales as a privatecompany limited by shares.

(E) As at the Latest Practicable Date, other than KIRKBI, no member of the Bidco Group or theConsortium is the registered holder of, or beneficially owns, any Merlin Shares. As at the LatestPracticable Date KIRKBI had a beneficial interest in 302,971,529 Merlin Shares.

(F) Bidco has agreed to appear by Counsel at the hearing to sanction this Scheme and to undertaketo the Court to be bound by the provisions of this Scheme and to execute and do or procure to beexecuted and done all such documents, acts and things as may be necessary or desirable to beexecuted or done by it to give effect to this Scheme.

THE SCHEME

1. Transfer of Scheme Shares

(A) Upon and with effect from the Effective Date, Bidco (or such of its nominee(s) as are agreedbetween Bidco and the Company) shall acquire all the Scheme Shares fully paid up with fulltitle guarantee, free from all liens, equities, charges, encumbrances, rights of pre-emptionand any other third party rights or interests of any nature, and together with all rights at theEffective Date or thereafter attached thereto, including the right to receive and retain alldividends and other distributions (if any) and any return of capital (whether by reduction ofshare capital of the share premium account or otherwise) announced, declared or paid inrespect of the Scheme Shares by reference to a record date on or after the Scheme RecordTime.

(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco (orsuch of its nominee(s) as are agreed between Bidco and the Company) and such transfershall be effected by means of a form of transfer or other instrument or instruction of transferand to give effect to such transfer(s) any person may be appointed by Bidco as attorneyand/or agent and shall be authorised as such attorney and/or agent on behalf of the relevantholder of Scheme Shares to execute and deliver as transferor a form of transfer or otherinstrument of transfer (whether as a deed or otherwise) of, or give any instruction to transfer,such Scheme Shares and every form, instrument or instruction of transfer so executed orinstruction given shall be effective as if it had been executed or given by the holder orholders of the Scheme Shares thereby transferred.

(C) Pending the transfer of the Scheme Shares pursuant to sub-clauses 1(A) and 1(B) of thisScheme each Scheme Shareholder irrevocably appoints Bidco (or such of its nominee(s) as

49

are agreed between Bidco and the Company) as its attorney and/or agent to exercise on itsbehalf (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rightsattached to its Scheme Shares and any or all rights and privileges attaching to its SchemeShares, to sign any consent to short notice of any general or separate class meeting ofMerlin and to execute a form of proxy in respect of its Scheme Shares appointing any personnominated by Bidco to attend general and separate class meetings of Merlin and authorisesMerlin to send to Bidco and/or its nominee(s) any notice, circular, warrant or other documentor communication which may be required to be sent to them as a member of Merlin, suchthat from the Effective Date, no Scheme Shareholder shall be entitled to exercise any votingrights attached to the Scheme Shares or any other rights or privileges attaching to theScheme Shares.

2. Consideration for the transfer of Scheme Shares

(A) In consideration for the transfer of the Scheme Shares to Bidco and/or its nominee(s)referred to in sub-clauses 1(A) and 1(B) of this Scheme, Bidco shall, subject as hereinafterprovided, pay or procure that there shall be paid to or for the account of each SchemeShareholder (as appearing on the register of members of Merlin at the Scheme RecordTime):

for each Scheme Share 455 pence in cash

(B) If on or after 28 June 2019 and prior to the Effective Date, any dividend and/or otherdistribution and/or other return of capital is announced, declared or paid in respect of theScheme Shares, Bidco reserves the right to reduce the consideration payable for eachScheme Share by an amount up to the amount of such dividend and/or distribution and/orreturn of capital so announced, declared or paid.

(C) If Bidco exercises the right referred to in sub-clause 2(B) of this Scheme to reduce theconsideration payable for each Scheme Share by all or part of the amount of dividend and/orother distribution and/or other return of capital that has not been paid but is payable byreference to a record date prior to the Scheme Record Time:

(i) Scheme Shareholders will be entitled to receive and retain that dividend and/or otherdistribution and/or other return of capital in respect of the Merlin Shares they hold;

(ii) any reference in this Scheme and the Document to the consideration payable under theScheme shall be deemed a reference to the consideration as so reduced; and

(iii) the exercise of such rights shall not be regarded as constituting any revision or variationof the terms of the Scheme.

(D) To the extent that any such dividend and/or distribution and/or other return of capital isannounced, declared or paid and it is: (i) transferred pursuant to the Acquisition on a basiswhich entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, theconsideration will not be subject to change in accordance with this clause 2 of this Scheme.

3. Settlement and despatch of consideration

(A) As soon as practicable after the Effective Date, and in any event not more than 14 days afterthe Effective Date, Bidco shall:

(i) in the case of the Scheme Shares, which, at the Scheme Record Time are in certificatedform, despatch, or procure the despatch of, to the persons entitled thereto cheques forthe sums payable to the Scheme Shareholder in accordance with clause 2 of thisScheme; or

(ii) in the case of the Scheme Shares, which, at the Scheme Record Time are in uncertificatedform, instruct, or procure the instruction of, Euroclear to create an assured paymentobligation in respect of the sums payable to the Scheme Shareholder in accordance with theCREST assured payment arrangements provided that Bidco reserves the right to makepayment of the said consideration by cheque as aforesaid in sub-clause 3(A)(i) of thisScheme if, for reasons outside its reasonable control, it is not able to effect settlement inaccordance with this sub-clause 3(A)(ii).

50

(B) As from the Scheme Record Time, each holding of Scheme Shares credited to any stockaccount in CREST shall be disabled and all Scheme Shares will be removed from CREST indue course.

(C) All deliveries of notices, cheques or statements of entitlement or certificates required to bemade pursuant to this Scheme shall be effected by sending the same by first class post inpre-paid envelopes or by international standard post if overseas (or by such method as maybe approved by the Panel) addressed to the persons entitled thereto at their respectiveregistered addresses as appearing in the register of members of Merlin at the SchemeRecord Time or, in the case of joint holders, to the address of the holder whose name standsfirst in such register in respect of the joint holding concerned at such time, and none ofMerlin, Bidco or their respective agents or nominees shall be responsible for any loss ordelay in the transmission of any notices, cheques, statements of entitlement or certificatessent in accordance with this sub-clause 3(C), which shall be sent at the risk of the person orpersons entitled thereto.

(D) All cheques shall be in pounds sterling and drawn on a United Kingdom clearing bank andshall be made payable to the Scheme Shareholder concerned or, in the case of joint holders,to all named holders recorded in the register of members of the Company, in accordance withthe foregoing provisions of this clause 3, the envelope containing the same is addressed, andthe encashment of any such cheque shall be a complete discharge of Bidco’s obligationunder this Scheme to pay the monies represented thereby. Bidco shall despatch or procurethe despatch of cheques within 14 days of the Effective Date.

(E) In respect of payments made through CREST, Bidco shall instruct, or procure the instructionof, Euroclear to create an assured payment obligation in accordance with the CRESTassured payment arrangements within 14 days of the Effective Date. The instruction ofEuroclear shall be a complete discharge of Bidco’s obligation under this Scheme withreference to the payments made through CREST.

(F) None of Merlin, Bidco or their respective agents or nominees shall be responsible for anyloss or delay in the transmission of any notices, cheques, statements of entitlement orcertificates sent in accordance with this clause 3, which shall be sent at the risk of the personor persons entitled thereto.

(G) The preceding sub-clauses of this clause 3 of this Scheme shall take effect subject to anyprohibition or condition imposed by law.

4. Certificates in respect of Scheme Shares and cancellation of CREST entitlements

With effect from and including the Effective Date:

(A) all certificates representing Scheme Shares shall cease to be valid as documents of title tothe shares represented thereby and every holder of Scheme Shares shall be bound by therequest of Merlin to deliver up the same to Merlin, or, as it may direct, to destroy the same;

(B) Euroclear shall be instructed to cancel or transfer the entitlements to Scheme Shares ofholders of Scheme Shares in uncertificated form;

(C) following cancellation of the entitlements to Scheme Shares of holders of Scheme Shares inuncertificated form, Merlin’s registrars, Computershare shall be authorised to re-materialiseentitlements to such Scheme Shares; and

(D) subject to the completion of such forms of transfer or other instruments or instructions oftransfer as may be required in accordance with clause 1 of this Scheme and the payment ofany UK stamp duty thereon, Merlin shall make or procure to be made, the appropriate entriesin its register of members to reflect the transfer of the Scheme Shares to Bidco and/or itsnominee(s).

5. Mandates

All mandates and other instructions given to Merlin by Scheme Shareholders in force at the SchemeRecord Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.

51

6. Operation of this Scheme

(A) This Scheme shall become effective as soon as a copy of the Court Order shall have beendelivered to the Registrar of Companies for England and Wales.

(B) Unless this Scheme has become effective on or before 29 February 2020, or such later date,if any, as Merlin and Bidco may agree in writing (with the Panel’s consent and as the Courtmay approve (if such approval(s) are required), this Scheme shall never become effective.

7. Modification

Merlin and Bidco may jointly consent on behalf of all persons concerned to any modification of oraddition to this Scheme or to any condition which the Court may approve or impose.

8. Governing law

This Scheme is governed by English law and is subject to the exclusive jurisdiction of English courts.The rules of the Code apply to this Scheme.

Dated 1 August 2019

52

PART VFINANCIAL AND RATINGS INFORMATION

Part A: Financial Information relating to Merlin

The following sets out financial information in respect of Merlin as required by Rule 24.3 of the Code.The documents referred to below, the contents of which have previously been announced through aRegulatory Information Service, are incorporated into this Document by reference pursuant toRule 24.15 of the Code:

• the audited accounts of Merlin for the financial year ended 29 December 2018 are set out onpages 100 to 155 (both inclusive) of Merlin’s Annual Report 2018 available from Merlin’s websiteat www.merlinentertainments.biz;

• the audited accounts of Merlin for the financial year ended 31 December 2017 are set out onpages 96 to 150 (both inclusive) of Merlin’s Annual Report 2017 available from Merlin’s website atwww.merlinentertainments.biz; and

• the unaudited interim accounts of Merlin for the 26 weeks ended 29 June 2019 available fromMerlin’s website at www.merlinentertainments.biz.

Part B: Merlin ratings information

Prior to the Offer Period, Merlin has been assigned BB from S&P Global Ratings and a LT CorporateFamily Rating of Ba2 from Moody’s Investor Service. On 2 July 2019, S&P Global Ratings announcedit had placed Merlin’s BB issuer credit rating on CreditWatch with negative implications and on 4 July2019, Moody’s Investor Service announced it had placed Merlin’s Ba2 LT Corporate Family Ratingunder review for downgrade. As at the Latest Practicable Date, there has not been any change tothese ratings.

Part C: Financial Information relating to Bidco

As Bidco was incorporated on 30 May 2019, no financial information is available or has beenpublished in respect of it. Bidco has no material assets or liabilities, in each case other than thosedescribed in this Document in connection with the Acquisition and the financing of the Acquisition.

Following the Scheme becoming Effective, the earnings, assets and liabilities of Bidco will include theconsolidated earnings, assets and liabilities of the Merlin Group on the Effective Date.

Part D: Bidco ratings information

As Bidco was incorporated on 30 May 2019 for the purposes of making the Acquisition, there are nocurrent ratings or outlooks publicly accorded to Bidco by ratings agencies.

Part E: Financial Information relating to KIRKBI

The following sets out financial information in respect of KIRKBI as required by Rule 24.3 of the Code.The document referred to below is incorporated into this document by reference pursuant toRule 24.15 of the Code:

• the annual report and audited accounts of KIRKBI for the financial year ended 31 December 2018available from http://www.kirkbi.com/da-dk/about-us/kirkbi-annual-report (KIRKBI Invest A/SAnnual Report 2018); and

• the annual report and audited accounts of KIRKBI for the financial year ended 31 December 2017available from http://www.kirkbi.com/da-dk/about-us/kirkbi-annual-report (KIRKBI Invest A/SAnnual Report 2017)

KIRKBI does not publish half-yearly or interim financial information.

For the year ended 31 December 2018, KIRKBI realised a pre-tax loss of DKK 232 million(2017: profit of DKK 4,836 million) and a loss after tax of DKK 108 million (2017: profit ofDKK 4,209 million). The loss for the year includes profits from group enterprises in the amount ofDKK 1,036 million (2017: DKK 1,605 million) and profits from associates of DKK 302 million(2017: DKK 245 million). As at 31 December 2018, KIRKBI had total assets of DKK 73,431 million.

53

KIRKBI’s financial result is mainly influenced by the return from investment activities. KIRKBIconsiders that the return for 2018 was satisfactory, based on the status of the financial markets andthe fact that KIRKBI invests with a long-term horizon. Except for the negative effect of the volatility inthe financial markets, the financial result for 2018 was in line with the expectations for the financialyear. As KIRKBI’s investment activities will be impacted by the global economy in 2019, it is difficult toexpress clear expectations of the results for the 2019 financial year. The objective for KIRKBI is tocreate satisfactory long-term returns.

Part F: KIRKBI Ratings Information

There are no current ratings or outlooks publicly accorded to KIRKBI by ratings agencies.

Part G: No incorporation of website information

Save as expressly referred to herein, neither the content of Merlin’s, Bidco’s or the KIRKBI Group’swebsites, nor the content of any website accessible from hyperlinks on Merlin’s, Bidco’s or the KIRKBIGroup’s websites is incorporated into, or forms part of, this Document.

54

PART VIUNITED KINGDOM TAXATION

The comments set out below summarise certain limited aspects of the UK taxation treatment ofcertain Merlin Shareholders under the Scheme and do not purport to be a complete analysis ofall tax considerations relating to the Scheme. They are based on current UK legislation andwhat is understood to be current HM Revenue and Customs (“HMRC”) practice, both of whichare subject to change, possibly with retrospective effect.

The comments are intended as a general guide and do not deal with certain types of MerlinShareholder such as charities, trustees, dealers in securities, persons who have or could betreated for tax purposes as having acquired their Merlin Shares by reason of their employmentor as carried interest, collective investment schemes, persons subject to UK tax on theremittance basis and insurance companies.

References below to “UK Holders” are to Merlin Shareholders who are resident (and, in thecase of individuals, domiciled) for tax purposes in, and only in, the United Kingdom (and towhom split-year treatment does not apply), who hold their Merlin Shares as an investment(other than under a self-invested personal pension plan or individual savings account) andwho are the absolute beneficial owners of their Merlin Shares.

Overseas holders of Merlin Shares and overseas holders of Merlin ADSs are referred to Part VIIof this Document, which summarises certain UK tax consequences of the Scheme for suchholders.

IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION OR YOU ARE SUBJECT TOTAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOU SHOULDCONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISORIMMEDIATELY.

UK taxation of chargeable gains

The transfer of Merlin Shares under the Scheme in return for cash should be treated as a disposal ofthe UK Holder’s Merlin Shares for the purposes of UK capital gains tax (“CGT”) or corporation tax onchargeable gains (as applicable) and therefore may, depending on the UK Holder’s particularcircumstances (including the availability of exemptions, reliefs and/or allowable losses), give rise to aliability to UK taxation on chargeable gains or, alternatively, an allowable capital loss.

Individual Merlin Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Merlin Shares by an individualUK Holder will be subject to CGT at the rate of 10 per cent. or 20 per cent. depending on theindividual’s personal circumstances, including other taxable income and gains in the relevant tax year.

No indexation allowance will be available to an individual Merlin Shareholder in respect of anydisposal of Merlin Shares. The CGT annual exemption (£12,000 for 2019/20) may, however, beavailable to individual UK Holders to offset against chargeable gains realised on the disposal of theirMerlin Shares.

Corporate Merlin Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Merlin Shares by a UK Holderwithin the charge to UK corporation tax will be taxed at the rate of corporation tax applicable to thatMerlin Shareholder.

For UK Holders within the charge to UK corporation tax (but which do not qualify for the substantialshareholding exemption in respect of their Merlin Shares), indexation allowance may be available inrespect of part of the period of ownership of the Merlin Shares to reduce any chargeable gain arising(but not to create or increase any allowable loss) on the transfer of their Merlin Shares under theScheme in return for cash. For disposals on or after 1 January 2018, indexation allowance iscalculated only up to and including December 2017, irrespective of the date of disposal of MerlinShares.

The substantial shareholding exemption may apply to exempt from corporation tax any gain arising toUK Holders within the charge to UK corporation tax where a number of conditions are satisfied,

55

including that the corporate UK Holder (together with certain associated companies) has held not lessthan 10 per cent. of the ordinary issued share capital of Merlin for a continuous period of at least oneyear beginning not more than six years prior to the date of disposal.

UK stamp duty and stamp duty reserve tax (“SDRT”)

No UK stamp duty or SDRT should generally be payable by Merlin Shareholders on the transfer oftheir Merlin Shares under the Scheme.

56

PART VIIADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS AND MERLIN ADS HOLDERS

1. General

This Document has been prepared for the purposes of complying with English law, the Code, theMarket Abuse Regulation, the Disclosure and Transparency Rules and the Listing Rules and theinformation disclosed may not be the same as that which would have been disclosed if this Documenthad been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The availability of the Acquisition to holders of Merlin Shares who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which they are resident. It is theresponsibility of any person outside the United Kingdom into whose possession this Document comesto satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connectionwith the Acquisition, including the obtaining of any governmental, exchange control or other consentswhich may be required and/or compliance with other necessary formalities which are required to beobserved and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

The release, publication or distribution of this Document in certain jurisdictions may be restricted bylaw. Persons who are not resident in the United Kingdom or who are subject to the laws of otherjurisdictions should inform themselves of, and observe, any applicable requirements. In particular, theability of persons who are not resident in the United Kingdom to vote their Merlin Shares with respectto the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the CourtMeeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they arelocated. Any failure to comply with the applicable restrictions may constitute a violation of thesecurities laws of any such jurisdiction. To the fullest extent permitted by applicable law, thecompanies and persons involved in the Acquisition disclaim any responsibility or liability for theviolation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law andregulation, the Acquisition will not be made available, directly or indirectly, in, into or from a RestrictedJurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favourof the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction orany other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly,copies of this Document and all documents relating to the Acquisition are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a RestrictedJurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving thisDocument and all documents relating to the Acquisition (including custodians, nominees and trustees)must observe these restrictions and must not mail or otherwise distribute or send them in, into or fromsuch jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may renderinvalid any purported vote in respect of the Acquisition.

This Document does not constitute an offer to sell or issue or the solicitation of an offer to buy orsubscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.

Overseas shareholders and Merlin ADS Holders should consult their own legal and taxadvisers with respect to the legal and tax consequences of the Scheme.

2. US holders of Merlin Shares

US holders of Merlin Shares should note that the Scheme relates to the shares of an Englishcompany that is a ‘‘foreign private issuer’’ as defined under Rule 3b-4 under the US Exchange Act andwill be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under theUS Exchange Act will apply to the Acquisition and to the Scheme. Moreover, the Acquisition and theScheme will be subject to the disclosure requirements and practices applicable in the UK to schemesof arrangement, which differ from the disclosure requirements of the US proxy solicitation rules andtender offer rules. Financial information included in this Document has been prepared in accordancewith accounting standards applicable in the UK that may not be comparable with the accountingstandards applicable to financial statements of US companies whose financial statements areprepared in accordance with generally accepted accounting principles in the United States. If Bidcowere to elect to implement the acquisition of the Merlin Shares by way of a Takeover Offer, the offerwill be made in compliance with applicable US securities laws and regulations, includingSection 14(e) of the US Exchange Act and Regulation 14E thereunder.

57

Neither the SEC nor any securities commission of any state of the US nor any other US regulatoryauthority has approved the Acquisition, passed upon the fairness of the Acquisition or passed uponthe adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence inthe US.

In accordance with normal UK practice, Bidco or its nominees, or its brokers (acting as agents), mayfrom time to time make certain purchases of, or arrangements to purchase, Merlin Shares outside theUS, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Schemebecomes effective, lapses or is otherwise withdrawn, in compliance with applicable law, including theUS Exchange Act. These purchases may occur either in the open market at prevailing prices or inprivate transactions at negotiated prices. Any information about such purchases will be disclosed asrequired in the UK, will be reported to a Regulatory Information Service and will be available on theLondon Stock Exchange website at www.londonstockexchange.com.

The receipt of cash pursuant to the Acquisition by a US holder of Merlin Shares as consideration forthe transfer of its Merlin Shares pursuant to the Scheme will be a taxable transaction for US federalincome tax purposes and may also be a taxable transaction under applicable state and local tax laws,as well as foreign and other tax laws. Each US holder of Merlin Shares is strongly advised to consultan appropriately qualified independent professional tax adviser immediately with respect to the taxconsequences of the Scheme.

3. Information for Merlin ADS Holders

Merlin ADS Holders will not be entitled to vote directly on the Scheme or the Acquisition at the CourtMeeting or the General Meeting. Instead, Merlin ADS Holders should by written instruction cause theDepositary to vote the Merlin Shares underlying their Merlin ADSs at the Court Meeting and/or at theGeneral Meeting.

Voting Instructions

Merlin will instruct the Depositary to deliver to Merlin ADS Holders a Depositary Notice and an ADSVoting Instruction Card, and Merlin ADS Holders as of the ADS Record Time will have the right toinstruct the Depositary how to vote the Merlin Shares underlying their Merlin ADSs with respect to theresolutions to be proposed at the Court Meeting and the General Meeting, subject to and inaccordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is availablefree of charge at the SEC’s website at www.sec.gov.

Merlin ADS Holders are strongly urged to sign, complete and return the ADS Voting Instruction Cardto the Depositary in accordance with the instructions printed thereon and in the Depositary Notice, assoon as possible and, in any event, so as to be received by the Depositary no later than 10:00 a.m.(New York time) on 28 August 2019 (or if either the Court Meeting or the General Meeting isadjourned, such later date as may be notified by the Depositary).

If a Merlin ADS Holder fails to deliver the instruction to the Depositary by the specified time as set outon the Depositary Notice, the Merlin Shares underlying the ADSs held by such Merlin ADS Holder willnot be voted at the Court Meeting or the General Meeting.

Merlin ADS Holders who hold their Merlin ADSs indirectly (through a broker, bank or other nominee)must follow the instructions from such broker, bank or other nominee if they wish to give votinginstructions to the Depositary. Providing voting instructions via a broker, bank or other nominee mayrequire the provision of information by a particular deadline, well in advance of the deadline to give theDepositary voting instructions, and therefore such Merlin ADS Holders are encouraged to reach out tosuch broker, bank or other nominee as quickly as possible.

Option to cancel your Merlin ADSs so as to become a Merlin Shareholder in order to attend the CourtMeeting or the General Meeting

Alternatively, Merlin ADS Holders who wish to vote directly (whether in person or by proxy) on theScheme at the Court Meeting or the Special Resolution at the General Meeting must elect to becomea Merlin Shareholder by surrendering their Merlin ADSs to the Depositary to withdraw the MerlinShares represented by their Merlin ADSs in accordance with the terms and conditions of the DepositAgreement no later than 5:00 p.m. (New York time) on 22 August 2019, so as to become registeredholders of Merlin Shares prior to the Voting Record Time. However, such Merlin ADS Holders must

58

pay a fee to the Depositary pursuant to the Deposit Agreement and all taxes and governmentalcharges payable in connection with such surrender and withdrawal of the Merlin Shares.

In order to surrender their Merlin ADSs and withdraw the underlying Merlin Shares, such Merlin ADSHolders should contact their broker or custodian to make the necessary arrangements, or otherwisecontact the Depositary at 877-248-4237.

The ADS Record Time, the latest time for Merlin ADS Holders to cancel their Merlin ADS and receiveMerlin Shares ahead of the Voting Record Time, the latest time for receipt of ADS Voting InstructionCard, the Voting Record Time, the time and date of the Court Meeting and General Meeting and theanticipated date of the Scheme Court Hearing appear on page 11 of this Document. If you hold MerlinADSs through a broker or other securities intermediary, you should contact that broker or intermediaryto determine the date by which you must instruct them to act in order that the necessary processingcan be completed in time.

Settlement

If the Scheme becomes Effective, the Merlin Shares underlying each Merlin ADS will be cancelled onthe Effective Date. Each Merlin ADS will be entitled to receive the US Dollars equivalent (at the thenprevailing market rate of exchange) of 910 pence per Merlin ADS (less any fees and expenses of theDepositary in connection with the currency conversion, cancellation of the ADSs and distribution ofcash proceeds in connection with the Merlin Shares underlying each Merlin ADS, in each case inaccordance with, and subject to, the terms of the Deposit Agreement). If you cancel your Merlin ADSprior to the Effective Date, you will be responsible for the payment to the Depositary of the applicableMerlin ADS cancellation fee (US$0.05 per Merlin ADS to be cancelled). Otherwise, if you hold MerlinADSs at the Effective Date, you will be responsible for the payment of (i) the applicable Merlin ADScash distribution fee (US$0.05 per Merlin ADS then held) and (ii) the applicable Merlin ADScancellation fee (US$0.05 per Merlin ADS to be cancelled), which amounts will be deducted by theDepositary from the cash proceeds distributed to such Merlin ADS Holders

Termination of Merlin’s ADS programme

It is intended that following the Effective Date, Merlin’s ADS programme will be terminated. TheDepositary will cancel all outstanding Merlin ADSs on behalf of all Merlin ADS Holders and terminateMerlin’s ADS programme.

4. US Taxation

The following is a summary of certain material US federal income tax consequences toUS Shareholders (as defined below) of the Scheme. The statements below are based on currentlaw as of the date of this document. They do not address US federal taxes other than income tax(e.g. estate and gift taxes), or US state, local or non-US tax considerations. They address onlyUS Shareholders (as defined below) that hold Scheme Shares or Merlin ADSs as capital assets,which are generally property held for investment, and use the US dollar as their functional currency.They do not address the tax treatment of persons subject to special rules, including but not limited tobanks, thrifts and other financial institutions, insurance companies, regulated investment companies,pension plans, real estate investment trusts, brokers or dealers in securities or non-US currency,traders in securities that elect to mark-to-market, tax-exempt entities, persons owning directly,indirectly or constructively 10 per cent. or more of Merlin’s share capital, US expatriates, investorsliable for the alternative minimum tax, persons that hold their Scheme Shares or Merlin ADSs in a tax-deferred account, persons that have a “functional currency” other than the US dollar, persons that holdScheme Shares or Merlin ADSs through pass-through entities, persons holding Scheme Shares orMerlin ADSs as part of a hedge, straddle, synthetic security, conversion transaction, constructive saletransaction or other integrated financial transaction or persons that acquired their Scheme Shares orMerlin ADSs in connection with employment or that hold Scheme Shares or Merlin ADSs inconnection with a permanent establishment or fixed base outside the United States.

As used in this section: (a) “US Shareholder” means a beneficial owner of any Scheme Share orMerlin ADS that is, for US federal income tax purposes, (i) a citizen or resident individual of the UnitedStates, (ii) a corporation or other business entity treated as a corporation created or organised underthe laws of the United States or one of its political subdivisions, (iii) a trust that (x) is subject to thecontrol of one or more US persons and the primary supervision of a US court or (y) has made a valid

59

election under applicable US Treasury regulations to be treated as a US person or (iv) an estate theincome of which is subject to US federal income tax without regard to its source; and (b) references tothe “exchange” of Merlin ADSs for cash pursuant to the Scheme should be read as references to theexchange of the Scheme Shares underlying the relevant Merlin ADSs for cash under the Scheme,together with the subsequent steps whereby the Merlin ADS Holders receive cash in respect of theirMerlin ADSs (as further described in section 3 of Part VII (Additional Information for OverseasShareholders and Merlin ADS Holders)).

The US federal income tax treatment of a partner in an entity or arrangement treated as a partnershipfor US federal income tax purposes that holds Scheme Shares or Merlin ADSs generally will dependon the status of the partner and the activities of the partnership. Scheme Shareholders or Merlin ADSHolders that are partners or partnerships should consult their own tax advisors regarding the specificUS federal income tax consequences to them of the partnership’s exchange of Scheme Shares orMerlin ADSs for cash pursuant to the Scheme.

US Taxation Pursuant to the Scheme

Subject to the discussion below under “Passive Foreign Investment Company Rules”, the exchange ofScheme Shares or Merlin ADSs for cash pursuant to the Scheme will be a taxable transaction for USfederal income tax purposes, and a US Shareholder generally will recognise capital gain or loss equalto the difference between the US dollar value of the cash received and the US Shareholder’s adjustedtax basis in the exchanged Scheme Shares or Merlin ADSs. If a US Shareholder acquired SchemeShares or Merlin ADSs by purchase, the US Shareholder’s adjusted tax basis in such Scheme Sharesor Merlin ADSs will generally equal the amount the US Shareholder paid for the relevant SchemeShares or Merlin ADSs, less any returns of capital that the US Shareholder might have received withregard to such Scheme Shares or Merlin ADSs (if any). Any gain or loss generally will be treated asarising from US sources and will be long-term capital gain or loss if the US Shareholder has held therelevant Scheme Shares or Merlin ADSs for more than one year at the exchange. Preferential taxrates may apply to long-term capital gains of certain US Shareholders. Deductions for capital lossesare subject to limitations. A US Shareholder’s gain or loss and holding period generally will bedetermined separately for each block of Scheme Shares or Merlin ADSs acquired by suchUS Shareholder at the same cost in a single transaction.

US Shareholders that are individuals, estates or trusts with income exceeding certain thresholdsmight, in addition to their regular income tax, be subject to a 3.8 per cent. surtax on their netinvestment income up to the amount of such excess. Gain or loss recognized on the exchange ofScheme Shares or Merlin ADSs pursuant to the Scheme will be included in a US Shareholder’s netinvestment income for purposes of this tax. Non-corporate US Shareholders should consult their owntax advisors regarding the possible effect of such tax on their exchange of Scheme Shares or MerlinADSs pursuant to the Scheme.

A US Shareholder that receives non-US currency on the disposition of its Scheme Shares or MerlinADSs will realise an amount equal to the US dollar value of the non-US currency received at the spotrate on the trade date (or, in the case of cash basis or electing accrual basis US Shareholders, thesettlement date). An accrual basis US Shareholder that does not elect to determine the amountrealised using the spot rate on the settlement date will recognize foreign currency gain or loss equal tothe difference between the US dollar value of the amount received based on the spot exchange rateson the trade date and the settlement date. A US Shareholder will have a tax basis in the currencyreceived equal to the US dollar value of the currency received on the settlement date. Any gain or losson a subsequent disposition or conversion of the currency will be US source ordinary income or loss.

Passive Foreign Investment Company Rules

In general, a non-US corporation is classified as a “passive foreign investment company” (a “PFIC”)for any taxable year in which either: (i) 75 per cent. or more of its gross income is passive income(generally including dividends, interest, rents, royalties or gains from commodities or securitiestransactions); or (ii) 50 per cent. or more of the quarterly average value of its gross assets, or in somecases its adjusted tax basis, is comprised of passive assets (generally assets that either produce orare held for the production of passive income or do not produce income). Merlin believes thathistorically it has not been a PFIC and does not expect to be a PFIC for its current taxable year.However, Merlin can provide no assurance in this regard. If Merlin were classified as a PFIC for anytaxable year during which a US Shareholder held its shares, regardless of whether or not Merlin were

60

classified as a PFIC in subsequent years, such a US Shareholder receiving cash considerationpursuant to the Scheme generally would, absent certain elections that may be available toUS Shareholders and among other things, be required to (i) pay a special addition to tax on any gainrecognised as a result of the exchange, (ii) pay tax on such gain at ordinary income (rather thancapital gains) rates and (iii) comply with additional reporting requirements in respect of its exchangedScheme Shares or Merlin ADSs. US Shareholders should consult their tax advisers regarding thepotential application of the PFIC regime in respect of the Scheme.

Information Reporting and Backup Withholding

Information reporting generally applies to payments to US Shareholders that are made within the US(or through certain related US intermediaries), unless the US Shareholder is an exempt recipient(such as a corporation) and establishes its status as an exempt recipient if required to do so.Generally, backup withholding will apply to US Shareholders selling their Scheme Shares or MerlinADSs unless they provide a correct taxpayer identification number and make appropriate certificationsor otherwise establish that they are exempt from backup withholding tax requirements. Any amountswithheld under the backup withholding rules will be allowed as a credit or refund against theUS Shareholder’s US federal income tax liability to the extent it exceeds the US Shareholder’s liability,provided that the required information is furnished to the US Internal Revenue Service by theUS Shareholder in a timely manner.

The discussion above is not tax advice, and it is not a complete analysis or description of everypotential US federal income tax consequence or any other tax consequence of the Scheme. Inaddition, it does not address US federal income tax consequences that may vary with, or arecontingent on, individual circumstances, nor does it address any US non-income, state, local or non-US tax consequences. Accordingly, each Scheme Shareholder is urged to consult with its own taxadviser to determine the particular US federal, state, local and non-US tax consequences on it of theScheme.

5. UK taxation of certain overseas shareholders

Non-UK Holders should not be subject to United Kingdom taxation of chargeable gains in respect ofthe Scheme, however they may be subject to foreign taxation depending on their personalcircumstances. No UK stamp duty or SDRT should generally be payable by Non-UK Holders on thetransfer of their Merlin Shares under the Scheme.

References above to “Non-UK Holders” are to Merlin Shareholders who are not resident for taxpurposes in the United Kingdom, have not within the past five years been resident for tax purposes inthe United Kingdom and are not carrying on a trade (or profession or vocation) in the United Kingdom.

61

PART VIIIADDITIONAL INFORMATION ON MERLIN, BIDCO AND THE CONSORTIUM

1. Responsibility

1.1 The Merlin Directors, whose names are set out in section 2.1 below, accept responsibility for theinformation contained in this Document, including expressions of opinion, other than informationfor which responsibility is taken by the Merlin Independent Directors pursuant to section 1.2below, the Bidco Directors pursuant to section 1.3 below, the KIRKBI Directors pursuant tosection 1.4 below, the Blackstone Responsible Persons at section 1.5 below and the CPPIBResponsible Persons at section 1.6 below. To the best of the knowledge and belief of the MerlinDirectors (who have taken all reasonable care to ensure that such is the case) the informationcontained in this Document for which they accept responsibility is in accordance with the factsand does not omit anything likely to affect the import of such information.

1.2 The Merlin Independent Directors, whose names are set out in section 2.2 below, acceptresponsibility for the recommendations, including any expression of opinion, of the MerlinIndependent Directors relating to the Acquisition contained on page 8 (Action to be Taken),sections 1, 3, 6 and 12 of Part I (Letter of the Chairman of Merlin Entertainments plc) and section3 of Part II (Explanatory Statement) of this Document. To the best of the knowledge and belief ofthe Merlin Independent Directors (who have taken all reasonable care to ensure that such is thecase) the information contained in this Document for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the import of suchinformation.

1.3 The Bidco Directors, whose names are set out in section 2.3 below, accept responsibility for theinformation contained in this Document, including any expressions of opinion, relating to the BidcoGroup, the Bidco Directors and their respective immediate families and the related trusts of andpersons connected with the Bidco Directors, and persons acting in concert with Bidco (as suchterm is defined in the Code). To the best of the knowledge and belief of the Bidco Directors (whohave taken all reasonable care to ensure that such is the case) the information contained in thisDocument for which they accept responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information.

1.4 The KIRKBI Directors, whose names are set out in section 2.4 below, accept responsibility for theinformation contained in this Document, including any expressions of opinion, relating to theKIRKBI Group, the KIRKBI Directors and their respective immediate families and the relatedtrusts of and persons connected with the KIRKBI Directors, and persons acting in concert withKIRKBI (as such term is defined in the Code). To the best of the knowledge and belief of theKIRKBI Directors (who have taken all reasonable care to ensure that such is the case) theinformation contained in this Document for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of such information.

1.5 The Blackstone Responsible Persons, whose names are set out in section 2.5 below, eachaccept responsibility for the information relating to them (and their close relatives, related trustsand other persons connected with them), Blackstone, Bidco, and the directors of Bidco. To thebest of the knowledge and belief of the Blackstone Responsible Persons (who have taken allreasonable care to ensure that such is the case), the information contained in this Document(including any expressions of opinion) for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of such information.

1.6 The CPPIB Responsible Persons, whose names are set out in section 2.6 below, each acceptresponsibility for the information contained in this Document, including any expressions ofopinion, relating to CPPIB, the CPPIB Responsible Persons and their respective immediatefamilies and the related trusts of and persons connected with the CPPIB Responsible Persons,and persons acting in concert with CPPIB (as such term is defined in the Code). To the best ofthe knowledge and belief of the CPPIB Responsible Persons (who have taken all reasonable careto ensure that such is the case), the information contained in this Document (including anyexpressions of opinion) for which they accept responsibility is in accordance with the facts anddoes not omit anything likely to affect the import of such information.

62

2. Directors

2.1 The Merlin Directors and their respective positions are:

Sir John Sunderland . . . . . . . . . . . . ChairmanNick Varney . . . . . . . . . . . . . . . . . . Chief Executive OfficerAnne-Francoise Nesmes . . . . . . . . . . Chief Financial OfficerRachel Chiang . . . . . . . . . . . . . . . . Independent Non-Executive DirectorAndrew Fisher . . . . . . . . . . . . . . . . Independent Non-Executive DirectorCharles Gurassa . . . . . . . . . . . . . . . Senior Independent Non-Executive DirectorFru Hazlitt . . . . . . . . . . . . . . . . . . . Independent Non-Executive DirectorTrudy Rautio . . . . . . . . . . . . . . . . . . Independent Non-Executive DirectorSøren Thorup Sørensen . . . . . . . . . . Non-Executive Director

The business address of Merlin and each of the Merlin Directors is Link House, 25 West Street,Poole, Dorset, England, BH15 1LD.

The company secretary of Merlin is Matthew Jowett.

2.2 The Merlin Independent Directors are Sir John Sunderland, Nick Varney, Anne-FrancoiseNesmes, Rachel Chiang, Andrew Fisher, Charles Gurassa, Fru Hazlitt and Trudy Rautio.

2.3 The Bidco Directors are:

Søren Thorup SørensenJørgen Vig KnudstorpPeter WallaceLori Hall-Kimm

The business address of Søren Thorup Sørensen and Jørgen Vig Knudstorp is Koldingvej 2,7190 Billund, Denmark. The business address of Peter Wallace is 345 Park Avenue, New York,New York, United States, 10154. The business address of Lori Hall-Kimm is One Queen Street E,Suite 2500, Toronto, Ontario, Canada, M5C 2W5.

The company secretary of Bidco is Intertrust (UK) Limited.

Bidco is a private limited company with its registered office at 35 Great St. Helen’s,London, EC3A 6AP.

2.4 The KIRKBI Directors are:

Kjeld Kirk KristiansenSidsel Marie KristensenSøren Thorup Sørensen

KIRKBI is a private limited company incorporated under the laws of Denmark with its registeredoffice at Koldingvej 2, 7190 Billund, Denmark.

The business address of each of the KIRKBI Directors is Koldingvej 2, 7190 Billund, Denmark.

2.5 The Blackstone Responsible Persons and their respective positions are as follows:

Joseph Baratta . . . . . . . . . . . . . Global Head of Private EquityPrakash Melwani . . . . . . . . . . . Senior Managing Director & Chief Investment Officer

The business address of each Blackstone Responsible Person is 345 Park Avenue, NY 10154,New York, USA.

2.6 The CPPIB Responsible Persons and their respective positions are as follows:

Alain Carrier . . . . . . . . . . . . . Senior Managing Director, Head of InternationalRyan Selwood . . . . . . . . . . . Managing Director and Head of Direct Private EquityLori Hall-Kimm . . . . . . . . . . . Managing Director, Direct Private EquityShane Feeney . . . . . . . . . . . Senior Managing Director and Global Head of Private Equity

The business address of each CPPIB Responsible Person (save for Alain Carrier) is One QueenStreet East, Suite 2500, Toronto, ON, M5C 2W5, Canada.

63

The business address of Alain Carrier is 40 Portman Square, Marylebone, London, W1H 6LT.

3. Interests in Merlin Shares

3.1 For the purposes of this section 3 and sections 4 to 5:

(A) “acting in concert” has the meaning given to it in the Code;

(B) “arrangement” includes indemnity or option arrangements, and any agreement orunderstanding, formal or informal, of whatever nature, relating to securities which may bean inducement to deal or refrain from dealing;

(C) “dealing” has the meaning given to it in the Code;

(D) “derivative” has the meaning given to it in the Code;

(E) “interest” or “interests” in relevant securities shall have the meaning given to it in the Code;

(F) “relevant Bidco securities” mean relevant securities (such term having the meaning givento it in the Code in relation to an offeror) of Bidco including equity share capital in Bidco (orderivatives referenced thereto) and securities convertible into, rights to subscribe for andoptions (including traded options) in respect thereof

(G) “relevant Merlin securities” mean relevant securities (such term having the meaning givento it in the Code in relation to an offeree) of Merlin including equity share capital of Merlin (orderivatives referenced thereto) and securities convertible into, rights to subscribe for andoptions (including traded options) in respect thereof; and

(H) “short position” means any short position (whether conditional or absolute and whether inthe money or otherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchase or take delivery.

3.2 As at the Latest Practicable Date the following persons acting in concert with Bidco held thefollowing interests in, or rights to subscribe in respect of, relevant Merlin securities:

NameNumber of

Merlin Shares

KIRKBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,971,529

CPPIB held the following interests in cash settled swaps referenced to Merlin Shares:

NameNumber of

Merlin Shares Nature of Interest

Maturity /Close out

DateReference

Price

CPPIB . . . . . . . . . . . . . . . . 157,987 Cash-settled derivative 27/11/2019 3.4396CPPIB . . . . . . . . . . . . . . . . 131,206 Cash-settled derivative 27/11/2019 3.4505CPPIB . . . . . . . . . . . . . . . . 178,869 Cash-settled derivative 24/10/2019 3.5215CPPIB . . . . . . . . . . . . . . . . 127,326 Cash-settled derivative 24/10/2019 3.5401CPPIB . . . . . . . . . . . . . . . . 122,089 Cash-settled derivative 27/11/2019 3.5112CPPIB . . . . . . . . . . . . . . . . 83,551 Cash-settled derivative 24/10/2019 3.5054CPPIB . . . . . . . . . . . . . . . . 36,515 Cash-settled derivative 18/09/2019 3.6396CPPIB . . . . . . . . . . . . . . . . 36,515 Cash-settled derivative 18/09/2019 3.5462CPPIB . . . . . . . . . . . . . . . . 37,623 Cash-settled derivative 18/09/2019 3.6269CPPIB . . . . . . . . . . . . . . . . 5,023 Cash-settled derivative 18/09/2019 3.4726CPPIB . . . . . . . . . . . . . . . . 5,023 Cash-settled derivative 18/09/2019 3.3933

64

3.3 As at the Latest Practicable Date the Merlin Directors (and their close relatives, related trusts andconnected persons) held the following interests in, or rights to subscribe in respect of, relevantMerlin securities:

Issued Share Capital

Merlin DirectorNumber of

Merlin Shares

Sir John Sunderland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531,044Charles Gurassa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,250Fru Hazlitt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,746Trudy Rautio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,250Nick Varney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,737,072Anne-Francoise Nesmes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000

3.4 As at the Latest Practicable Date, the Merlin Directors held the following outstanding awards andoptions over relevant Merlin securities under the Merlin Share Plans set out below:

The PSP (see note 1)

Merlin Director

Maximumnumber ofordinarysharesawarded

Date ofgrant

Shareprice

at grant(£)*

Vestingdate Expiry date

Nick Varney . . . . . . . . . . . . . . . 332,009 30/03/2017 4.751 30/03/2020 30/3/2020Nick Varney . . . . . . . . . . . . . . . 454,144 11/04/2018 3.472 11/04/2021 11/4/2021Nick Varney . . . . . . . . . . . . . . . 460,946 9/04/2019 3.421 09/04/2022 09/04/2022Anne-Francoise Nemes . . . . . . . 69,205 01/09/2016 4.801 01/09/2019 01/09/2019Anne-Francoise Nemes . . . . . . . 191,599 30/03/2017 4.751 30/03/2020 30/03/2020Anne-Francoise Nemes . . . . . . . 297,753 11/04/2018 3.472 11/04/2021 11/04/2021Anne-Francoise Nemes . . . . . . . 302,214 09/04/2019 3.421 09/04/2022 09/04/2022

The DBP (see note 1)

Merlin Director

Maximumnumber ofordinarysharesawarded

Date ofgrant

Shareprice

at grant(£)*

Vestingdate Expiry date

Nick Varney . . . . . . . . . . . . . . . 32,271 25/03/2019 3.377 25/03/2022 25/03/2022Anne-Francoise Nemes . . . . . . . 19,431 25/03/2019 3.377 25/03/2022 25/03/2022

UK Sharesave

Merlin Director

Maximumnumber ofordinarysharesawarded

Date ofgrant

Shareprice

at grant(£)**

Vestingdate Expiry date

Anne-Francoise Nemes . . . . . . . . . 6,358 9/04/2018 £3.5387 1/5/2021 1/11/2021Note 1 An additional payment (in the form of cash or shares) may be made in respect of shares which vest underPSP awards to reflect the value of dividends which would have been paid on those shares during the vesting period.

* Mid-market closing price on the day prior to the date of grant

** Average mid-market closing price for the three days prior to the date of grant

3.5 As at Latest Practicable Date the following persons acting in concert with Merlin held the followinginterests in, or rights to subscribe in respect of, relevant Merlin securities:

Name Number of Merlin Shares / Merlin ADSs

Citibank, N.A. . . . . . . . . . . . . . . . . . . . . . . . 148 ADSs (representing 296 Merlin Shares)Goldman Sachs & Co. LLC . . . . . . . . . . . . . . 21 ADSs (representing 42 Merlin Shares)

65

4. Dealings in Merlin Shares

4.1 The following dealings in relevant Merlin securities by persons acting in concert with Bidco havetaken place during the Disclosure Period:

Name DateNature ofdealings

Number ofMerlin Shares

Low price(£)

Highprice (£)

Merrill Lynch PierceFenner & Smith . . . . 28/03/2019–27/06/2019 Sale 100 4.65 4.65

Merrill LynchInternational . . . . . . 28/06/2018–27/09/2018 Purchase

(OTC Swap)97,543,094 3.63 4.13

28/06/2018–27/09/2018 Sale(OTC Swap)

51,808,070 3.62 4.12

28/09/2018–27/12/2018 Purchase(OTC Swap)

68,181,334 3.05 4.07

28/09/2018–27/12/2018 Sale(OTC Swap)

74,004,553 3.06 4.06

28/12/2018–27/03/2019 Purchase(OTC Swap)

84,575,656 3.11 3.72

28/12/2018–27/03/2019 Sale(OTC Swap)

71,818,298 3.10 3.72

28/03/2019–27/06/2019 Purchase(OTC Swap)

54,498,258 3.30 3.97

28/03/2019–27/06/2019 Sale(OTC Swap)

90,537,058 3.29 3.97

28/06/2018–27/09/2018 Purchase 58,950,311 3.63 4.15

28/06/2018–27/09/2018 Sale 38,634,633 3.62 4.15

28/09/2018–27/12/2018 Purchase 37,194,266 3.05 3.36

28/09/2018–27/12/2018 Sale 42,925,613 3.05 3.36

28/12/2018–27/03/2019 Purchase 36,910,265 3.07 3.70

28/12/2018–27/03/2019 Sale 32,707,582 3.07 3.70

28/03/2019–27/06/2019 Purchase 27,898,305 3.28 3.98

28/03/2019–27/06/2019 Sale 27,674,206 3.29 3.98BofA SecuritiesEurope SA . . . . . . . 28/12/2018–27/03/2019 Purchase

(OTC Swap)30,817 3.72 3.72

28/12/2018–27/03/2019 Sale(OTC Swap)

1,377 3.47 3.47

28/03/2019–27/06/2019 Purchase(OTC Swap)

97,174 3.43 3.94

28/03/2019–27/06/2019 Sale(OTC Swap)

27,984 3.42 3.75

28/12/2018–27/03/2019 Sale 2,000 4.49 4.54

28/03/2019–27/06/2019 Purchase 337,462 3.30 3.95

28/03/2019–27/06/2019 Sale 334,591 3.30 3.95

66

Name DateNature ofdealings

Number ofMerlin Shares

Low price(£)

Highprice (£)

Bank of America NA . . 28/09/2018–27/12/2018 Purchase(OTC Swap)

2,250,000 3.71 3.79

28/09/2018–27/12/2018 Sale(OTC Swap)

2,250,000 3.34 3.52

28/09/2018–27/12/2018 Purchase(OTC Swap)

3,814,275 3.36 3.65

28/09/2018–27/12/2018 Sale(OTC Swap)

3,589,275 3.23 3.71

28/03/2019–27/06/2019 Sale(OTC Swap)

225,000 3.48 3.62

5. Interests and Dealings—General

5.1 Save as disclosed in section 3 above, as at the Latest Practicable Date:

(A) no member of the Bidco Group had any interest in, right to subscribe in respect of or anyshort position in relation to any relevant Merlin securities, nor has any member of the BidcoGroup dealt in any relevant Merlin securities during the Disclosure Period;

(B) none of the Bidco Directors had any interest in, right to subscribe in respect of or any shortposition in relation to any relevant Merlin securities, nor has any such person dealt in anyrelevant Merlin securities or during the Disclosure Period;

(C) no person acting in concert with Bidco had any interest in, right to subscribe in respect of orany short position in relation to any relevant Merlin securities, nor has any such person dealtin any relevant Merlin securities, during the Disclosure Period;

(D) no person who has an arrangement with Bidco had any interest in, right to subscribe inrespect of or any short position in relation to any relevant Merlin securities, nor has any suchperson dealt in any relevant Merlin securities during the Disclosure Period; and

(E) neither Bidco, nor any person acting in concert with Bidco, has borrowed or lent any relevantMerlin securities, save for any borrowed shares which have been either on-lent or sold.

5.2 Save as disclosed in section 3 above as at the Latest Practicable Date:

(A) no member of the Merlin Group had any interest in, right to subscribe in respect of or anyshort position in relation to any relevant Bidco securities nor has any such person dealt inany relevant Merlin securities or relevant Bidco securities during the Offer Period;

(B) none of the Merlin Directors had any interest in, right to subscribe in respect of or any shortposition in relation to any relevant Merlin securities or relevant Bidco securities nor has anysuch person dealt in any relevant Merlin securities or any relevant Bidco securities during theOffer Period;

(C) no person acting in concert with Merlin had any interest in, right to subscribe in respect of orany short position in relation to any relevant Merlin securities, nor has any such person dealtin any relevant Merlin securities during the Offer Period; and

(D) neither Merlin nor any person acting in concert with Merlin has borrowed or lent any relevantMerlin securities, save for any borrowed shares which have been either on-lent or sold.

5.3 Save as disclosed herein, no persons have given any irrevocable or other commitment to vote infavour of the Scheme or the Special Resolution to be proposed at the General Meeting.

5.4 Save as disclosed herein, none of (i) Bidco or any person acting in concert with Bidco; or(ii) Merlin or any person acting in concert with Merlin has any arrangement in relation to relevantsecurities.

5.5 No agreement, arrangement or understanding (including any compensation arrangement) existsbetween Bidco or any person acting in concert with it and any of the Merlin Directors or the recentdirectors, shareholders or recent shareholders of Merlin having any connection with ordependence upon or which is conditional upon the Acquisition.

67

5.6 There is no agreement, arrangement or understanding whereby the beneficial ownership of anyMerlin Shares to be acquired by Bidco pursuant to the Scheme will be transferred to any otherperson.

5.7 No relevant securities of Merlin have been redeemed or purchased by Merlin during theDisclosure Period.

6. Directors’ service agreements and letters of appointment

6.1 Executive Directors

The Merlin Executive Directors have entered into service agreements with Merlin as summarisedbelow:

(A) Nick Varney’s appointment as Chief Executive Officer commenced on 20 October 2013 andhe is currently engaged under a service agreement with Merlin dated 30 September 2013,under which he receives an annual base salary of £621,620. Anne-Francoise Nesmes isengaged as the Chief Financial Officer under a service contract with Merlin dated 21 January2016 under which she receives an annual base salary of £407,558. She first became aMerlin Executive Director on 1 August 2016. Each Merlin Executive Director’s base salary isgenerally reviewed (but not necessarily increased) annually. Each Merlin Executive Director’sbase salary increased by 2 per cent. in April 2019. Prior to this increase, the base salaries forNick Varney and Anne-Francoise Nesmes were £609,432 and £399,567 respectively.

(B) The Merlin Executive Directors currently receive a Company pension contribution worth25 per cent. of their salary. Nick Varney receives this contribution as a cash allowance andAnne-Francoise Nesmes receives it as a contribution to the Group Pension Plan up to theminimum annual allowance amount and a cash allowance in respect of the balance. To theextent that a cash allowance is paid, this is reduced by the corresponding amount ofemployer National Insurance contributions.

(C) Benefits available to Merlin Executive Directors under the service agreements include privatemedical cover, life assurance, a company car or car allowance, a mobile phone and phonecosts, and income protection insurance. The Merlin Remuneration Committee has discretionto add or to remove benefits provided to Merlin Executive Directors in appropriatecircumstances. Merlin maintains directors’ and officers’ insurance for the benefit of eachMerlin Executive Director.

(D) Each Merlin Executive Director participates in Merlin’s annual discretionary performance-based reward arrangement. Two-thirds of the bonus is paid in cash and the remaining third isdeferred in shares for three years under the DBP.

(E) The Merlin Executive Directors also participate in the PSP and are eligible to participate inthe UK Sharesave. Merlin Executive Directors will only receive awards under the CompanyShare Option Plan in exceptional circumstances.

(F) The appointment of each Merlin Executive Director contract is terminable on 12 months’written notice. Each Merlin Executive Director is subject to post-termination restrictions for aperiod of 12 months after termination. As the Merlin Executive Directors have rolling12 month notice periods, their service agreements have no fixed expiry date.

6.2 The Chairman and other Non-Executive Directors

(A) The Merlin Non-Executive Directors (other than Søren Thorup Sørensen who is appointedpursuant to the Relationship Agreement between Merlin and KIRKBI) have entered intoletters of appointment which are terminable by either party on three months’ written notice.As an alternative to giving notice, Merlin may in its discretion terminate the appointmentimmediately by making a payment in lieu of notice equivalent to up to three months’ fees. As

68

the appointments have rolling three month notice periods, the letters of appointment have nofixed expiry date. The details of the letters of appointment are summarised in the table below:

DirectorDate

appointed DirectorLetter of

appointment dateFees

(per annum)(1)(2)

Sir John Sunderland . . . . . . . . . . . 20 October 2013 30 October 2013 £258,825(3)Trudy Rautio . . . . . . . . . . . . . . . . 1 October 2015 21 September 2015 £ 62,765(4)Fru Hazlitt . . . . . . . . . . . . . . . . . . 1 April 2014 14 February 2014 £ 51,765Charles Gurassa . . . . . . . . . . . . . . 20 October 2013 11 August 2013 £ 71,765(5)Andrew Fisher . . . . . . . . . . . . . . . 1 July 2018 6 June 2018 £ 51,765Rachel Chiang . . . . . . . . . . . . . . . 1 January 2016 6 November 2015 £ 51,765Søren Thorup Sørensen . . . . . . . . . 20 October 2013 N/A —(1) Any overseas based Merlin Non-Executive Directors are also entitled to a travel allowance of £1,000 per board

meeting attended in person.

(2) The basic fee for each Merlin Non-Executive Director increased by 2 per cent. in April 2019. Prior to thisincrease, the basic fee for each Non-Executive Director was £50,750

(3) This fee comprises a basic fee of £51,765 plus an additional fee of £207,060 for his role as Chairman.

(4) This fee comprises a basic fee of £51,765 plus an additional fee of £11,000 for her role as Audit CommitteeChairman.

(5) This fee comprises a basic fee of £51,765 plus an additional fee of £10,000 for his role as Senior IndependentDirector and an additional £10,000 for his role as Remuneration Committee Chair.

(B) Merlin also maintains directors’ and officers’ insurance for the benefit of each Non-ExecutiveDirector.

6.3 Other service agreements

Save as disclosed above, there are no service agreements or letters of appointment, betweenany Merlin Director or proposed director of Merlin and Merlin and save as disclosed above, nosuch contract or letter of appointment has been entered into or amended within the six monthspreceding the date of this Document.

6.4 Save as set out in section 8 of Part II (Explanatory Statement) of this Document, the effect of theScheme on the interests of the Merlin Directors does not differ from its effect on the like interestsof any other holder of Scheme Shares.

7. Market quotations

7.1 The following table shows the Closing Price for Merlin Shares as derived from the Official List forthe first Business Day of each of the six months before the date of this Document, for 27 June2019 (being the last Business Day prior to the commencement of the Offer Period) and for theLatest Practicable Date:

DateMerlin

Share price (p)

1 February 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346.11 March 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364.61 April 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339.31 May 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368.81 June 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379.127 June 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 395.01 July 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450.030 July 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451.6

8. Material contracts

8.1 Merlin material contracts

Save as disclosed below, no member of the Merlin Group has, during the period beginning on28 June 2017 and ending on the Latest Practicable Date, entered into any material contractotherwise than in the ordinary course of business.

69

The following contracts, not being contracts entered into in the ordinary course of business, andwhich are or may be material, have been entered into by members of the Merlin Group in theperiod beginning on 28 June 2017 and ending on the Latest Practicable Date.

(A) Confidentiality Agreement

Merlin, Blackstone Core Equity Management Associates L.L.C., KIRKBI and CPPIB entered into aconfidentiality agreement on 17 June 2019 (the “Confidentiality Agreement”) pursuant to which,amongst other things, Blackstone Core Equity Management Associates L.L.C., KIRKBI andCPPIB, on behalf of Bidco have undertaken to: (a) subject to certain exceptions, keep informationrelating to Merlin and the Acquisition confidential and not to disclose it to third parties; and (b) usesuch confidential information only in connection with the Acquisition. These confidentialityobligations will remain in force until 17 June 2021 (or, if earlier, the completion of the Acquisition).The Confidentiality Agreement contains standstill provisions which restricted the Consortium fromacquiring or offering to acquire interests in certain securities of Merlin; those restrictions ceased toapply on the making of the Rule 2.7 Announcement. The Confidentiality Agreement also containsrestrictions on the Consortium soliciting or employing certain of Merlin’s employees, consultantsand independent contractors.

(B) Cooperation Agreement

See section 11.3 of Part II (Explanatory Statement) for the details of the Cooperation Agreemententered into by Bidco and Merlin.

8.2 Bidco material contracts

Save as disclosed below, no member of the Bidco Group has, during the period beginning on28 June 2017 and ending on the Latest Practicable Date, entered into any material contractotherwise than in the ordinary course of business.

The following contracts, not being contracts entered into in the ordinary course of business, havebeen entered into by members of the Bidco Group in the period beginning on 28 June 2017 andending on the Latest Practicable Date.

(A) Cooperation Agreement

See section 11.3 of Part II (Explanatory Statement) for the details of the Cooperation Agreemententered into by Bidco and Merlin.

(B) Term Sheet

The Term Sheet governs the terms on which each member of the Consortium will hold theordinary shares and preference shares in JVCo following the Acquisition becoming Effective, andcertain other matters relating to regulating the governance and activities of the New Group.

Under the terms of the Term Sheet, KIRKBI, the Blackstone Investment Vehicle and the CPPIBInvestment Vehicle will be entitled to appoint and remove three, two and one director from theboards of JVCo and each company in the group respectively.

Certain activities by the New Group are subject to veto rights in favour of the Consortium, whichare customary for a transaction of this nature. These include, among other things, alterations tothe articles of association, any structural change to the New Group, major acquisitions anddisposals, a material change in the nature of the business and the incurrence of indebtedness bythe New Group. Given that the majority of shares in JVCo are held by KIRKBI and the BlackstoneInvestment Vehicle, KIRKBI and the Blackstone Investment Vehicle have more extensive vetorights than the CPPIB Investment Vehicle.

The Term Sheet contains standard anti-dilution provisions, including pre-emption rights in favourof each member of the Consortium on an allotment of securities, and catch-up rights in the eventof an emergency share issue, which is triggered by an event of default under the relevant facilitiesagreements.

As set out in section 11 below, Blackstone Core Equity Partners and CPPIB may syndicate part oftheir funding commitments to one or more co-investors in accordance with the Term Sheet.

70

After a period of two years following the Acquisition becoming Effective, KIRKBI or the BlackstoneInvestment Vehicle may require the Merlin Group to separate, sell or list: (i) the Resort ThemePark business and/or (ii) the other non-LEGO and non-LEGOLAND® branded attractions, to theextent that this is not detrimental to the LEGOLAND® theme parks and LEGO/LEGOLAND®Discovery Centres, in each case subject to a right of first offer in favour of the other party.

Subject to the syndication right above, no member of the Consortium may undertake a privatesale of their shares in JVCo until the date falling seven years from the Acquisition becomingEffective. After this period, KIRKBI or the Blackstone Investment Vehicle (provided that suchentity has at least 25 per cent. ownership of the New Group) may initiate a listing process for aninitial public offering and the listing of shares of the New Group, subject to a right of first offer infavour of the non-initiating entity. Alternatively, the Blackstone Investment Vehicle may undertakea private sale of its full stake to an independent third party that is acceptable to KIRKBI, subject toa right of first offer in favour of KIRKBI.

(C) Share Exchange Agreement

KIRKBI and Bidco have entered into the Share Exchange Agreement, pursuant to which KIRKBIhas agreed to transfer its shareholding in Merlin (being 302,971,529 Merlin Shares, representingapproximately 29.58 per cent. of Merlin’s issued share capital) to Bidco in exchange for the issueof loan notes by Bidco to KIRKBI.

The obligations of KIRKBI and Bidco under the Share Exchange Agreement are conditional uponthe Scheme becoming Effective.

(D) Interim Facilities Agreement

Under the terms of the Interim Facilities Agreement, the Interim Lenders agree to make availableto Finco: (a) an interim term loan facility in an aggregate amount equal to GBP 562,000,000(equivalent) (“Interim Term Facility B1 (EUR)”); (b) an interim term loan facility in an aggregateamount equal to EUR 770,000,000 (“Interim Term Facility B2 (EUR)” and together with InterimTerm Facility B1 (EUR), “Interim Term Facility B (EUR)”); (c) an interim term loan facility in anaggregate amount equal to GBP 925,000,000 (equivalent) (“Interim Term Facility B1 (USD)”);(d) an interim term loan facility in an aggregate amount equal to USD 420,000,000 (“Interim TermFacility B2 (USD)” and together with Interim Term Facility B1 (USD), “Interim Term Facility B(USD)”); (e) an interim term loan facility in an aggregate amount equal to GBP 392,500,000(equivalent) (“Interim Bridge Facility (EUR)”); (f) an interim term loan facility in an aggregateamount equal to GBP 392,500,000 (equivalent) (“Interim Bridge Facility (USD)” and togetherwith “Interim Bridge Facility (EUR)”, the “Interim Bridge Facilities”); (g) an interim multi-currencyrevolving facility in an aggregate amount equal to GBP 400,000,000 (the “Interim RevolvingCredit Facility”); and (h) an interim term loan facility in an aggregate amount equal toUSD 172,500,000 (the “Interim DDTL Facility”, and together with Interim Term Facility B (EUR),Interim Term Facility B (USD) and the Interim Bridge Facilities, the “Interim Term Facilities”)(together, the “Interim Facilities”).

The proceeds of loans drawn by Finco under the Interim Facilities are to be made available toBidco (via Finco 2) and applied by Bidco, among other things, towards financing part of theaggregate cash consideration payable by Bidco pursuant to the Acquisition and/or refinancing orotherwise discharging certain existing indebtedness of the Merlin Group.

The Interim Facilities are available to be drawn in the following currencies: (a) Interim TermFacility B1 (EUR) and Interim Bridge Facility (EUR) are originally committed in sterling and will beredenominated into euros prior to utilisation; (b) Interim Term Facility B1 (USD) and Interim BridgeFacility (USD) are originally committed in sterling and will be redenominated into US dollars priorto utilisation, (c) Interim Term Facility B2 (EUR) is available to be utilised in euros; (d) InterimTerm Facility B2 (USD) and the Interim DDTL Facility are available to be used in US dollars; and(e) the Interim Revolving Credit Facility is available to be utilised in sterling, US dollars, euros,Danish krone and such other currencies as may be agreed with the lenders under the InterimRevolving Credit Facility. The Interim Facilities Agreement includes a mechanism whereby InterimTerm Facility B1 (EUR), Interim Bridge Facility (EUR), Interim Term Facility B1 (USD) and InterimBridge Facility (USD) will each be converted into sterling, on the date of utilisation, so that Finco

71

will be funded an amount of sterling which is equal to the originally committed sterling amounts ofthose facilities prior to any redenomination into euros or US Dollars (as applicable).

The Interim Term Facilities are available to be drawn, subject to satisfaction of the conditionsprecedent set out in the Interim Facilities Agreement, from the date of the Interim FacilitiesAgreement to 11:59 p.m. (London time) on the last day of the Certain Funds Period (as definedbelow).

The Interim Revolving Credit Facility is available to be drawn, subject to satisfaction of theconditions precedent set out in the Interim Facilities Agreement, from the date of the InterimFacilities Agreement to (and including) the Final Repayment Date (as defined below), providedthat any undrawn commitments under the Interim Revolving Credit Facility will be cancelled at theend of the Certain Funds Period (as defined below) if no drawing has been made under anInterim Term Facility by that date.

Under the Interim Facilities Agreement, “Certain Funds Period” is defined as the period from(and including) the date of the Interim Facilities Agreement to (and including) the earliestof: (a) where the Acquisition proceeds by way of a scheme of arrangement, the date on which thescheme of arrangement lapses (including, subject to exhausting any rights of appeal, if a relevantcourt refuses to sanction the scheme of arrangement) or is withdrawn in writing, in each case, inaccordance with its terms in the announcement or scheme document (other than (i) where suchlapse or withdrawal is as a result of the exercise of Bidco’s right to effect a switch from a schemeof arrangement to a Takeover Offer and (ii) it is otherwise to be followed within twenty(20) business days by an announcement by Bidco to implement the Acquisition by a differentTakeover Offer or scheme of arrangement (as applicable) in accordance with the terms of theInterim Facilities Agreement); (b) where the Acquisition is to be consummated pursuant to aTakeover Offer, the date on which the Takeover Offer lapses, terminates or is withdrawn (otherthan (i) where such lapse, termination or withdrawal is as a result of the exercise of Bidco’s rightto effect a switch from the Takeover Offer to a scheme of arrangement or (ii) it is otherwise to befollowed within twenty (20) business days by an announcement by Bidco to implement theAcquisition by a different Takeover Offer or scheme of arrangement (as applicable) in accordancewith the Interim Facilities Agreement; (c) the date on which the Interim Term Facilities have beenutilised in full; and (d) the first Business Day following the date falling immediately after the nine(9) month anniversary of the date of the Rule 2.7 Announcement, provided that so long as thefirst drawdown of the Interim Facilities has occurred on or before such date, the Certain FundsPeriod shall automatically be extended to the Final Repayment Date (as defined below).

The final maturity date of the Interim Facilities is 75 days after the date on which the firstdrawdown of the Interim Facilities occurs (the “Final Repayment Date”) (by which date theInterim Facilities would need to be replaced and refinanced). The Interim Facilities may also bevoluntarily prepaid and/or cancelled at any time on one business day’s prior notice.

The Interim Facilities Agreement contains customary representations and warranties, affirmativeand negative covenants (including covenants in respect of financial indebtedness, disposals,security, permitted holding company activity, dividends and share redemption, acquisitions andmergers and conduct of the Takeover Offer and/or Scheme), indemnities and events of default,each with appropriate carve-outs and materiality thresholds and applicable to Finco, Finco 2 andBidco.

The rate of interest payable on each loan drawn under the Interim Facilities is the aggregate ofthe applicable margin plus the applicable IBOR. The margin on the Interim Facilities are asfollows: (a) in relation to Interim Term Facility B (EUR), the aggregate of 3.75 per cent. andEURIBOR; (b) in relation to Interim Term Facility B (USD) the aggregate of 3.50 per cent andLIBOR; (c) in relation to Interim Bridge Facility (EUR), the aggregate of 6.50 per cent. andEURIBOR; (d) in relation to the Interim Bridge Facility (USD), the aggregate of 5.625 per cent.and LIBOR; (e) in relation to the Interim Revolving Credit Facility, the aggregate of 3.00 per cent.per annum and EURIBOR, CIBOR or LIBOR (as applicable); and (f) in relation to the InterimDDTL Facility, the aggregate of 3.50 per cent. and LIBOR.

Commitment fees and underwriting and arrangement fees, among other fees, are also payableunder the terms of the Interim Facilities Agreement and ancillary documentation.

72

As a condition precedent to the first drawdown of the Interim Facilities, the secured parties underthe Interim Facilities Agreement would receive the benefit of security including an English lawsecurity interest over all the shares of Bidco and a Luxembourg law security interest over all ofthe shares in Finco and Finco 2.

(E) Equity Commitment Letter

In connection with their equity financing of Bidco, Blackstone Core Equity Partners, KIRKBI andCPPIB have each, on a several basis, entered into the Equity Commitment Letter, which sets outthe basis on which Blackstone Core Equity Partners, KIRKBI and CPPIB will invest, directly orindirectly, in immediately available funds, their respective share of £1,455,908,460.41 in Bidco forthe purposes of financing the consideration payable for the Scheme Shares. Pursuant to theterms of the Equity Commitment Letter, Blackstone Core Equity Partners, KIRKBI and CPPIB willprocure that such investment has occurred on or before the date by which Bidco must pay thecash consideration due under the Scheme.

8.3 KIRKBI material contracts

No member of the KIRKBI Invest Group has, during the period beginning on 28 June 2017 and endingon the Latest Practicable Date, entered into any material contract otherwise than in the ordinarycourse of business.

9. Irrevocable undertakings

9.1 Irrevocable undertakings given by Merlin Independent Directors

Bidco has received irrevocable undertakings from each of the Merlin Independent Directors who ownMerlin Shares to vote (or procure voting) in favour of the Scheme at the Court Meeting and theSpecial Resolution at the General Meeting in respect of their own beneficial holdings of Merlin Shares(or those Merlin Shares over which they have control) totalling 7,420,712 Merlin Shares, representingapproximately 0.72 per cent. of the existing issued share capital of Merlin (and 1.03 per cent. of MerlinShares being eligible to vote at the Court Meeting) as at the Latest Practicable Date.

Name ofIndependentDirector

Number of Sharesin respect of which

undertaking isgiven

Percentage ofMerlin’s issuedshare capital

Percentage ofexisting

Merlin Shareseligible to

vote at CourtMeeting

Nick Varney . . . . . . . . . . . . . . . . . . . . . . . . . . 6,737,072 0.6579 0.93428Anne-Francoise Nesmes . . . . . . . . . . . . . . . . . 4,500 0.0004 0.00062Sir John Sunderland . . . . . . . . . . . . . . . . . . . . 515,894 0.0504 0.07154Charles Gurassa . . . . . . . . . . . . . . . . . . . . . . . 101,250 0.0099 0.01404Fru Hazlitt . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,746 0.0031 0.00440Trudy Rautio . . . . . . . . . . . . . . . . . . . . . . . . . 30,250 0.0030 0.00419

These irrevocable undertakings cease to be binding on the earlier of the following occurrences(i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with theAcquisition and no new, revised or replacement offer or scheme is announced at the same time;(ii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirmed that itdoes not intend to proceed with the Acquisition or to implement the Acquisition by way of a TakeoverOffer or otherwise; (iii) the Scheme has not become effective by 6.00 p.m. on the Long Stop Date (orsuch other time and date as agreed between Bidco and Merlin, with the approval of the Court and/orthe Panel, if required (other than in circumstances where Bidco has, prior to such date, elected toexercise its right to proceed by way of a Takeover Offer and announced the same in accordance withthe requirements of Paragraph 8 of Appendix 7 to the Code, and such Takeover Offer has not lapsedor been withdrawn)); or (iv) the date on which any competing offer for the entire issued and to beissued share capital of Merlin becomes Effective.

9.2 Irrevocable undertaking given by ValueAct

Bidco has also received an irrevocable undertaking to vote in favour of the Scheme at the CourtMeeting and the Special Resolution at the General Meeting from ValueAct, in respect of 95,224,988Merlin Shares representing approximately 9.30 per cent. of existing issued ordinary share capital of

73

Merlin (and 13.21 per cent. of Merlin Shares being eligible to vote at the Court Meeting) as at theLatest Practicable Date.

The obligations contained in this irrevocable undertaking lapse and cease to have effect if: (i) theScheme is approved at the General Meeting and Court Meeting; (ii) the Scheme fails and Bidco hasnot elected to implement the Acquisition by way of a Takeover Offer within 3 Business Days of theScheme failing; (iii) Bidco announces that it does not intend to proceed with the Acquisition; (iv) theGeneral Meeting and the Court Meeting have not been held by 31 October 2019; or (v) the Acquisitionis withdrawn, lapses or otherwise terminates in accordance with its terms. From 30 November 2019 oronce any of the events at (i) to (v) occurs, ValueAct is permitted to sell, transfer or otherwise disposeof its interest in Merlin Shares.

10. Offer-related fees and expenses

10.1 Fees and Expenses of Bidco and the Consortium

The aggregate fees and expenses expected to be incurred by Bidco and the Consortium in connectionwith the Acquisition (excluding any applicable VAT) are expected to be:

Category Amount

Financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £104,773,000(1)Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £12,500,000(2)Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 10,400,000(3)Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 3,164,000Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 450,000Other professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 1,313,500Other costs and expenses (including stamp duty) . . . . . . . . . . . . . . . . . . . . . . £ 30,916,875Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £163,517,375(1) The final fees will depend on the final terms of the financing package and market conditions at the time of the debt

syndication.

(2) The total amount payable in respect of the aggregate fees and expenses for these services depends on whether theAcquisition becomes Effective.

(3) These services include services charged by reference to hourly or daily rates. The amounts included here reflect theservices incurred up to the Latest Practicable Date and an estimate of the residual amount of time required to theAcquisition becoming Effective.

10.2 Merlin Fees and Expenses

The aggregate fees and expenses expected to be incurred by Merlin in connection with the Acquisition(excluding any applicable VAT) are expected to be:

Category Amount

Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £30,000,000Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £5,647,000(1)Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 600,000Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 505,000Other professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 666,200Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £7,440,000(2)Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £44,883,200(1) This total is based on estimates and does not include disbursements

(2) This figure is primarily comprised of real estate taxes payable by members of the Merlin Group due to an indirectchange of control.

11. Financing arrangements relating to Bidco

The cash consideration payable by Bidco pursuant to the Acquisition will be funded by a combinationof equity to be invested by Blackstone Core Equity Partners, CPPIB and KIRKBI and debt to beprovided under an Interim Facilities Agreement arranged by Bank of America Merrill LynchInternational Designated Activity Company and Deutsche Bank AG, London Branch.

Blackstone Core Equity Partners and CPPIB may syndicate part of their funding commitments to oneor more co-investors either before or after the Scheme becoming Effective. If such co-investment

74

occurs prior to the Scheme becoming Effective, an announcement will be made by Bidco in respect ofthis through a Regulatory Information Service.

12. Cash confirmation

Lazard has confirmed that it is satisfied that sufficient resources are available to Bidco to enable it tosatisfy in full the cash consideration payable to Merlin Shareholders under the terms of theAcquisition.

13. Persons acting in concert

13.1 In addition to the KIRKBI Directors (together with their close relatives and related trusts), themembers of the Wider KIRKBI Group, Blackstone and CPPIB, the persons who, for the purposesof the Code, are acting in concert with KIRKBI in respect of the Acquisition and who are requiredto be disclosed are:

Name Registered Office Relationship with Bidco

Lazard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Stratton Street,London, W1J 8LL

Connected Adviser

13.2 In addition to the Blackstone Responsible Persons (together with their close relatives and relatedtrusts), the members of the Blackstone Group (and their related pension schemes), KIRKBI andCPPIB, the persons who, for the purposes of the Code, are acting in concert with Blackstone inrespect of the Acquisition and who are required to be disclosed are:

Name Registered Office Relationship with Bidco

Lazard . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Stratton Street,London, W1J 8LL

Connected Adviser

BofA Merrill Lynch . . . . . . . . . . . . . . . . . . . 2 King Edward Street,London, EC1A 1HQ

Connected Adviser

13.3 In addition to the Merlin Directors (together with their close relatives and related trusts) andmembers of the Merlin Group, the persons who, for the purposes of the Code, are acting inconcert with Merlin are:

Name Registered Office Relationship with Merlin

Goldman Sachs International . . . . . . . . . . . . . Peterborough Court,133 Fleet Street,London, EC4A 2BB

Connected Adviser

Barclays Bank PLC . . . . . . . . . . . . . . . . . . . 1 Churchill Place,London, E14 5HP

Connected Adviser

Citigroup Global Markets Limited . . . . . . . . . . Citigroup Centre,Canada Square,Canary Wharf,London, E14 5LB

Connected Adviser

14. No significant change

There has been no significant change in the financial or trading position of Merlin since 29 June 2019,being the date to which the latest interim financial information published by Merlin was prepared.

15. Consent

Each of Goldman Sachs International, Barclays, Citi, Lazard and BofA Merrill Lynch has given and notwithdrawn its written consent to the issue of this Document with the inclusion of references to its namein the form and context in which they are included.

16. Documents incorporated by reference

16.1 Parts of other documents are incorporated by reference into, and form part of, this Document.

75

16.2 Part V (Financial Information) of this Document sets out which sections of certain documents areincorporated by reference into, and form part of, this Document.

16.3 A person who has received this Document may request a copy of such documents incorporatedby reference. A copy of any such documents or information incorporated by reference will not besent to such persons unless requested by calling Merlin’s registrars, Computershare, on+44 (0)370 703 6259 or by writing to Computershare at The Pavilions, Bridgwater Road,Bristol, BS99 6ZY, stating your name and the address to which the hard copy should be sent.

17. Documents available for inspection

Copies of the following documents will be available for viewing on Merlin’s website atwww.merlinentertainments.biz/recommended-offer and Bidco’s website at www.motion-offer.com byno later than 12.00 pm (London time) on the Business Day following the date of publication of thisDocument (subject to any applicable restrictions relating to persons resident in RestrictedJurisdictions). These documents are also available for inspection at the registered office of Merlinbeing Link House, 25 West Street, Poole, Dorset, BH15 1LD and at the offices of Slaughter and May,One Bunhill Row, London EC1Y 8YY during usual business hours on Monday to Friday of each week(except UK public holidays) in each case, up to and including the Effective Date or the date theScheme lapses or is withdrawn, whichever is earlier:

(A) this Document and the Forms of Proxy;

(B) the memorandum and articles of association of each of Merlin and Bidco;

(C) a draft of the articles of association of Merlin as proposed to be amended at the General Meeting;

(D) the consolidated audited report and accounts of Merlin for the two financial years ended29 December 2018 and 31 December 2017 and the unaudited interim results of Merlin for the26 weeks to 29 June 2019;

(E) the audited report and accounts of KIRKBI for the two financial years ended 31 December 2018and 31 December 2017;

(F) the written consents referred to in section 15 above;

(G) the material contracts referred to in section 8 above of this Part VIII entered into in connectionwith the Acquisition;

(H) the Confidentiality Agreement;

(I) the Co-operation Agreement;

(J) the Joint Defence Agreement;

(K) the Share Plan Letter;

(L) the Bid Conduct Agreement;

(M) the Bid Conduct Side Letter; and

(N) copies of the irrevocable undertakings referred to in section 9 of this Part VIII above.

18. Sources of information and bases of calculation

In this Document, unless otherwise stated, or the context otherwise requires, the following bases andsources have been used:

1. the value attributed to the fully diluted issued share capital of Merlin is based on:

(a) 1,024,072,449 Merlin Shares in issue on the Latest Practicable Date; and

(b) 24,703,395 Merlin Shares which may be issued on or after the date of this Document tosatisfy the exercise of options and vesting of awards outstanding under the Merlin SharePlans as at the Latest Practicable Date; less

(c) 1,415,771 Merlin Shares as at the Latest Practicable Date held by the Merlin EmployeeBenefit Trust which can be used to satisfy the exercise of options and vesting of awardsgranted under the Merlin Share Plans unless otherwise stated;

76

2. unless otherwise stated, all prices for Merlin Shares have been derived from the Daily Official Listand represent Closing Prices on the relevant date(s);

3. the six month daily Volume Weighted Average Price (“VWAP”) per Merlin Share of 347 pencefrom 23 November 2018 until 22 May 2019 is derived from data provided by Bloomberg;

4. the Underlying EBITDA multiple of 12.0x implied by the Acquisition is calculated based on a fullydiluted enterprise value of £5,904 million, consisting of £4,765 million fully diluted equity valueand £1,139 million net financial debt and adjustments, and an Underlying 2018 EBITDA of£494 million;

5. the number of Merlin Shares being eligible to vote at the Court Meeting is equal to 721,100,920and is based on 1,024,072,449 Merlin Shares in issue on the Latest Practicable Date less302,971,529 Merlin Shares owned or controlled by KIRKBI; and

6. unless otherwise stated, the financial information relating to Merlin is extracted (without materialadjustment) from the audited consolidated financial statement for the Merlin Group for thefinancial year under 29 December 2018 and the unaudited interim results of the Merlin Group forthe 26 weeks to 29 June 2019.

77

PART IXDEFINITIONS

“Acquisition” . . . . . . . . the proposed acquisition by Bidco of the entire issued and to be issuedshare capital of Merlin not already owned or controlled by (i) the BidcoGroup or (ii) KIRKBI or its subsidiary undertakings, to be effected bymeans of the Scheme (and other matters to be considered at theMeetings) or, should Bidco so elect, by means of a Takeover Offer

“ADS” . . . . . . . . . . . . . American depositary share, each representing the right to receive twoMerlin Shares

“ADS Record Time” . . . . 5:00 p.m. (New York time) on 26 July 2019

“ADS Voting InstructionCard” . . . . . . . . . . . . the voting card provided to Merlin ADS Holders by the Depositary for

use in providing voting instructions to the Depositary with regard to theMerlin ADSs at the Meetings

“Articles of Association” the articles of association of Merlin from time to time

“associated undertaking” shall be construed in accordance with paragraph 19 of Schedule 6 toThe Large and Medium-sized Companies and Groups (Accounts andReports) Regulations 2008 (SI 2008/410) but for this purpose ignoringparagraph 19(1)(b) of Schedule 6 to those regulations)

“Authorisations” . . . . . . authorisations, orders, grants, recognitions, confirmations, consents,licences, clearances, certificates, permissions or approvals, in each caseof a Third Party

“Awards” . . . . . . . . . . . any award or option under a Merlin Share Plan

“Barclays” . . . . . . . . . . Barclays Bank PLC, acting through its Investment Bank

“Bid ConductAgreement” . . . . . . . . the agreement between KIRKBI and Blackstone relating to bid conduct

in connection with the Acquisition, dated 18 June 2019

“Bid Conduct SideLetter” . . . . . . . . . . . the agreement between Blackstone and CPPIB relating to bid conduct in

connection with the Acquisition, dated 18 June 2019

“Bidco” . . . . . . . . . . . . Motion Acquisition Limited a company incorporated in England andWales with company number 12024126

“Bidco Board” . . . . . . . the Bidco directors collectively

“Bidco Group” . . . . . . . Bidco and its subsidiary undertakings and where the context permits,each of them

“Bidco Directors” . . . . . the persons whose names are set out in section 2.3 of Part VIII(Additional Information on Merlin, Bidco and the Consortium) of thisDocument or, where the context so requires, the directors of Bidco fromtime to time

“Blackstone” . . . . . . . . The Blackstone Group Inc., together with its affiliates, as the contextmay require

“Blackstone Core EquityPartners” . . . . . . . . . funds advised by Blackstone Core Equity Advisors L.L.C.

“Blackstone Group” . . . Blackstone, its subsidiaries and its subsidiary undertakings from time totime

“Blackstone InvestmentVehicle” . . . . . . . . . . Motion Aggregator (Cayman) LP and Blackstone Family Core Equity

Partnership (Cayman)—ESC NQ L.P.

78

“Blackstone ResponsiblePersons” . . . . . . . . . . the persons whose names are set out in section 2.5 of Part VIII

(Additional Information on Merlin, Bidco and the Consortium) of thisDocument

“BofA Merrill Lynch” . . . Merrill Lynch International

“Business Day” . . . . . . any day (other than a Saturday, Sunday or public or bank holiday) onwhich clearing banks in London are generally open for normal business

“certificated” or “incertificated form” . . . . a share or other security which is not in uncertified form (that is, not in

CREST)

“Citi” . . . . . . . . . . . . . . Citigroup Global Markets Limited

‘‘Closing Price’’ . . . . . . the closing middle market quotation of a Merlin Share as derived fromthe Daily Official List of the London Stock Exchange on any particulardate

“Code” . . . . . . . . . . . . . The City Code on Takeovers and Mergers

“Companies Act” . . . . . the Companies Act 2006, as amended

“Computershare” . . . . . Computershare Investor Services PLC, Merlin’s registrars

‘‘Conditions’’ . . . . . . . . the conditions to the Acquisition and to the implementation of theScheme set out in Part III (Conditions to the Implementation of theScheme and to the Acquisition) of this Document

“ConfidentialityAgreement” . . . . . . . . the confidentiality agreement entered into by Merlin, Blackstone Core

Equity Management Associates L.L.C, KIRKBI and CPPIB on 17 June2019

“CooperationAgreement” . . . . . . . . the cooperation agreement entered into by Merlin and Bidco on 28 June

2019

“Consortium” . . . . . . . . KIRKBI, Blackstone and CPPIB

“Court” . . . . . . . . . . . . the High Court of Justice in England and Wales

“Court Meeting” . . . . . . the meeting of Independent Shareholders (and any adjournment thereof)convened pursuant to an order of the Court pursuant to section 896 ofthe Companies Act, notice of which is set out in Part X (Notice of CourtMeeting) of this Document, for the purpose of considering and, if thoughtfit, approving (with or without modification) the Scheme

“Court Order” . . . . . . . . the order of the court sanctioning the Scheme under Part 26 of theCompanies Act

“CPPIB” . . . . . . . . . . . . Canada Pension Plan Investment Board

“CPPIB InvestmentVehicle” . . . . . . . . . . CPP Investment Board Private Holdings (4) Inc.

“CPPIB ResponsiblePersons” . . . . . . . . . . the persons whose names are set out in section 2.6 of Part VIII

(Additional Information on Merlin, Bidco and the Consortium) of thisDocument

“CREST” . . . . . . . . . . . the system for the paperless settlement of trades in securities and theholding of uncertificated securities operated by Euroclear in accordancewith the relevant system (as defined in the CREST Regulations) ofwhich Euroclear is the Operator (as defined in the CREST Regulations)

“CREST Manual” . . . . . . the CREST Manual published by Euroclear, as amended from time totime

79

“CREST Regulations” . . the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended

“CSOP” . . . . . . . . . . . . the Merlin Entertainments plc Company Share Option Plan, as amendedfrom time to time

“DBP” . . . . . . . . . . . . . the Merlin Entertainments plc Deferred Bonus Plan, as amended fromtime to time

“Dealing Disclosure” . . . an announcement by a party to an offer or a person acting in concert asrequired by Rule 8 of the Code

“Deposit Agreement” . . . the deposit agreement dated 1 September 2015 and entered into by andamong Merlin, the Depositary and all Holders and Beneficial Owners ofMerlin ADSs issued thereunder

“Depositary” . . . . . . . . . Citibank, N.A., in its capacity as Depositary for the Merlin ADSs issuedpursuant to the Deposit Agreement

“Depositary Notice” . . . . a notice mailed to the Merlin ADS Holders by the Depositary containing(i) information set out in the notice of the Court Meeting and notice of theGeneral Meeting; (ii) a statement that the Merlin ADS Holders on aspecified record date will be entitled to instruct the Depositary as to theexercise of the voting rights of the Merlin Shares underlying the MerlinADSs; and (iii) a brief statement as to the manner in which suchinstructions to the Depositary may be given, as pursuant to the DepositAgreement

“Disclosed” . . . . . . . . . the information disclosed by or on behalf of Merlin: (i) in the 2018 MerlinAnnual Report; (ii) in the Rule 2.7 Announcement; (iii) in any otherannouncement to a Regulatory Information Service prior to 28 June2019; (iv) fairly disclosed in writing (including via the virtual data roomoperated by or on behalf of Merlin in respect of the Acquisition) prior to28 June 2019 to Bidco or Bidco’s advisers (in their capacity as such)

“DKK” . . . . . . . . . . . . . Danish Krone, the lawful currency of Denmark

“Disclosure Period” . . . . the period commencing on 28 June 2018 (being the date 12 monthsprior to the start of the Offer Period) and ending on the LatestPracticable Date

“Document” . . . . . . . . . this Document dated 1 August 2019 addressed to Merlin Shareholderscontaining the Scheme and an explanatory statement in compliance withsection 897 of the Companies Act

“Effective” . . . . . . . . . . in the context of the Acquisition:

(i) the Scheme having become effective pursuant to its terms; or

(ii) if the Acquisition is implemented by way of the Takeover Offer, theTakeover Offer having been declared or having becomeunconditional in all respects in accordance with the requirementsof the Code

“Effective Date” . . . . . . the date on which the Scheme becomes effective in accordance with itsterms

“Euroclear” . . . . . . . . . . Euroclear UK & Ireland Limited

“Excluded Shares” . . . . (i) any Merlin Shares which are registered in the name of orbeneficially owned by (a) Bidco or any subsidiary undertaking ofBidco; (b) KIRKBI or any subsidiary undertaking of KIRKBI, in eachcase immediately prior to the Scheme Record Time; and

(ii) any Merlin Shares held in treasury

“Explanatory Statement” the explanatory statement (in compliance with section 897 of theCompanies Act) relating to the Scheme, as set out in this Document

80

‘‘Form(s) of Proxy’’ . . . . either or both (as the context demands) of the blue Form of Proxy inrelation to the Court Meeting and the yellow Form of Proxy in relation tothe General Meeting

“FCA” . . . . . . . . . . . . . the Financial Conduct Authority or its successor from time to time

“FCA Handbook” . . . . . the FCA’s Handbook of rules and guidance as amended from time totime

“Finco” . . . . . . . . . . . . Berkeley Finco S.à r.l., a private limited liability company (société àresponsabilité limitée) incorporated under the laws of the Grand Duchyof Luxembourg and owned by Bidco

“Finco 2” . . . . . . . . . . . Berkeley Finco 2 S.à r.l., a private limited liability company (société àresponsabilité limitée) incorporated under the laws of the Grand Duchyof Luxembourg and owned by Finco

“FSMA” . . . . . . . . . . . . the Financial Services and Markets Act 2000 (as it may have been, ormay from time to time be, amended, modified, re-enacted or replaced)

“General Meeting” . . . . . the general meeting of Merlin convened by the notice set out in Part XI(Notice of General Meeting) of this Document, including anyadjournment thereof

“HMRC” . . . . . . . . . . . . HM Revenue and Customs

“holder” . . . . . . . . . . . . a registered holder and includes any person(s) entitled by transmission

“IFRS” . . . . . . . . . . . . . International Financial Reporting Standards as adopted by the EuropeanUnion

“IndependentShareholder” . . . . . . . Merlin Shareholders, other than KIRKBI or its nominee(s) (acting in their

capacity as such)

“Interim FacilitiesAgreement” . . . . . . . . an interim facilities agreement, incorporating: (i) interim term facilities in

aggregate principal amounts equal to GBP 1,487,000,000 (equivalent),EUR 770,000,000 and USD 592,500,000; (ii) an interim bridge facility inan aggregate principal amount equal to GBP 785,000,000 (equivalent);and (iii) an interim multicurrency revolving facility in an aggregateamount equal to GBP 400,000,000, entered into between, amongothers, Bidco (as guarantor) and Finco (as borrower), Bank of AmericaMerrill Lynch International Designated Activity Company and DeutscheBank AG, London Branch (as interim lenders) and Deutsche Bank AG,London Branch (as interim facility agent and interim security agent) onor before the date hereof

“Interim Lenders” . . . . . Bank of America Merrill Lynch International Designated ActivityCompany and Deutsche Bank AG, London Branch

“Joint DefenceAgreement” . . . . . . . . the joint defence agreement entered into by Merlin, the members of the

Consortium and their respective external legal counsels dated 24 June2019

“JVCo” . . . . . . . . . . . . . Motion JVCo Limited, a company incorporated in England and Waleswith company number 12057312

“KIRKBI” . . . . . . . . . . . KIRKBI Invest A/S, incorporated in Denmark with registerednumber 31159830

“KIRKBI Directors” . . . . the persons set out in section 2.4 of Part VIII (Additional Information onMerlin, Bidco and the Consortium)

“KIRKBI Group” . . . . . . KIRKBI, its parent company KIRKBI A/S and each of the subsidiaryundertakings of KIRKBI A/S, including LEGO A/S

81

“KIRKBI Invest Group” . KIRKBI and its subsidiary undertakings and where the context permits,each of them

“Latest Practicable Date” 30 July 2019

“Lazard” . . . . . . . . . . . . Lazard & Co., Limited

“LCA” . . . . . . . . . . . . . the licence and cooperation agreement between, among others,KIRKBI A/S, Merlin Entertainments Group Luxembourg 3 S.A.R.L.,LEGOLAND ApS, Legoland Windsor Park Limited LEGOLANDDeutschland GmbH and LEGOLAND California LLC dated24 August 2005, as amended and restated from time to time

“LEGO” . . . . . . . . . . . . LEGO A/S

“LEGO Group” . . . . . . . LEGO and its subsidiary undertakings and where the context permits,each of them

“Listing Rules” . . . . . . . the listing rules made under FSMA by the FCA and contained in theFCA’s publication of the same name, as amended from time to time

“London StockExchange” . . . . . . . . the London Stock Exchange plc and its successor

“Long Stop Date” . . . . . 29 February 2020 or such later date as may be agreed between Bidcoand Merlin and, if required, the Panel and the Court may allow

“Market AbuseRegulation” . . . . . . . . Regulation (EU) No. 596/2014 of the European Parliament and the

Council of 16 April 2014 on market abuse

“Meetings” . . . . . . . . . . the Court Meeting and the General Meeting

“Merlin” . . . . . . . . . . . . Merlin Entertainments plc, a company incorporated in England andWales with registered number 08700412

“Merlin ADS Holders” . . holders of Merlin ADSs

“Merlin ADSs” . . . . . . . American Depositary Shares of Merlin issued by the Depositary underthe terms of the Deposit Agreement

“Merlin Board” . . . . . . . the Merlin Directors collectively

“Merlin Directors” . . . . . persons whose names are set out in section 2.1 of Part VIII (AdditionalInformation on Merlin, Bidco and the Consortium) of this Document or,where the context so requires, the directors of Merlin from time to time

“Merlin ExecutiveDirectors” . . . . . . . . . Nick Varney and Anne-Francoise Nesmes

“Merlin Group” . . . . . . . Merlin and its subsidiary undertakings and where the context permits,each of them

“Merlin IndependentDirectors” . . . . . . . . . the directors of Merlin as at the date of this Document, other than Søren

Thorup Sørensen

“Merlin Non-ExecutiveDirectors” . . . . . . . . . Sir John Sunderland, Rachel Chiang, Andrew Fisher, Charles Gurassa,

Fru Hazlitt, Trudy Rautio and Søren Thorup Sørensen

“Merlin RemunerationCommittee” . . . . . . . . the remuneration committee of Merlin

“Merlin Share Plans” . . . the PSP, the CSOP, the DBP, the UK Sharesave, the OverseasSharesave and the US ESPP

“Merlin Shareholders” . . the holders of Merlin Shares

“Merlin Shares” . . . . . . the ordinary shares of 1 pence each in the capital of Merlin

82

“New Group” . . . . . . . . JVCo and its subsidiaries, including, following the Acquisition becomingEffective, the Merlin Group

“Offer Period” . . . . . . . . the period commencing on 28 June 2019 and ending on the earlier ofthe date on which it is announced that the Scheme has become effectiveand/or the date on which it is announced that the Scheme has lapsed orhas been withdrawn (or such other date as the Code may provide or thePanel may decide)

“Official List” . . . . . . . . the Official List maintained by the FCA

“Opening PositionDisclosure” . . . . . . . . an announcement pursuant to Rule 8 of the Code containing details of

interests or short positions in, or rights to subscribe for, any relevantsecurities of a party to the Acquisition

“Overseas Shareholders” the holders of Merlin Shares who are resident in, ordinarily resident in,or citizens of, jurisdictions outside the United Kingdom

“Overseas Sharesave” . . means the Merlin Entertainments plc All-Employee Share Plan(Overseas Sharesave), as amended from time to time

“Panel” . . . . . . . . . . . . The Panel on Takeovers and Mergers

“Phase 2 CMA reference” has the meaning given in the Definitions section of the Introduction tothe Code

“PRA” . . . . . . . . . . . . . Prudential Regulation Authority

“PSP” . . . . . . . . . . . . . the Merlin Entertainments plc Performance Share Plan, as amendedfrom time to time

“Registrar of Companies” the registrar of companies in England and Wales

“Regulatory InformationService” . . . . . . . . . . a regulated information service as defined in the FCA Handbook

“RelationshipAgreement” . . . . . . . . the relationship agreement entered into by Merlin and KIRKBI on

30 October 2013

“Restricted Jurisdiction” any jurisdiction where the relevant action would constitute a violation ofthe relevant laws and regulations of such jurisdiction

“Rule 2.7Announcement” . . . . . the joint announcement made by Bidco and Merlin in relation to the

Acquisition on 28 June 2019

“Scheme Shareholders” . holders of Scheme Shares whose names appear in the register ofmembers of Merlin at the Scheme Record Time

“Scheme” or “Scheme ofArrangement” . . . . . . the proposed scheme of arrangement under Part 26 of the Companies

Act between Merlin and holders of Scheme Shares, as set out in Part IV(The Scheme of Arrangement) of this Document, with or subject to anymodification, addition or condition approved or imposed by the Court

“Scheme Court Hearing” the hearing at which the Court sanctions the Scheme under section 899of the Companies Act

“Scheme Record Time” . 6.00 p.m. on the Business Day immediately following the date of theScheme Court Hearing

“Scheme Shares” . . . . . all Merlin Shares:

(i) in issue at the date of this Document;

(ii) (if any) issued after the date of this Document and prior to theVoting Record Time; and

83

(iii) (if any) issued at or after the Voting Record Time and prior to theScheme Record Time in respect of which the original or subsequentholder thereof shall be bound by the Scheme or shall by such timehave agreed in writing to be bound by the Scheme,

in each case, remaining in issue at the Scheme Record Time butexcluding any Excluded Shares

“SEC” . . . . . . . . . . . . . the US Securities and Exchange Commission

“Share ExchangeAgreement” . . . . . . . . the share exchange agreement entered into by Bidco and KIRKBI dated

1 August 2019

“Share Plan Letter” . . . . the share plan letter entered into by Merlin and Bidco dated 1 August2019

“Sharesave Plans” . . . . the UK Sharesave and the Overseas Sharesave

“Special Resolution” . . . the special resolution to be approved at the General Meeting inconnection with, among other things, the approval of the Scheme andthe alteration of the articles of association of Merlin and such othermatters as may be necessary to implement the Scheme and thedelisting of Merlin Shares

“subsidiary”, “subsidiaryundertaking” and“undertaking” . . . . . . shall be construed in accordance with the Companies Act

“Takeover Offer” . . . . . . subject to the consent of the Panel and the terms of the CooperationAgreement, should the Acquisition be implemented by way of a takeoveroffer as defined in Chapter 3 of Part 28 of the Companies Act, the offerto be made by or on behalf of Bidco to acquire the entire issued and tobe issued share capital of Merlin, other than Merlin Shares owned orcontrolled by (i) the Bidco Group; or (ii) KIRKBI or its subsidiaryundertakings and, where the context admits, any subsequent revision,variation, extension or renewal of such offer

“Term Sheet” . . . . . . . . the term sheets setting out: (i) the terms of investment by Blackstoneand KIRKBI; and (ii) the terms of investment between Blackstone andCPPIB, in respect of the legal and governance structure of the BidcoGroup (including the Merlin Group, following the Acquisition becomingEffective)

“Third Party” . . . . . . . . any central bank, government or governmental, quasi-governmental,supranational, statutory, regulatory, environmental, administrative, fiscalor investigative body, court, trade agency, association, institution,environmental body, employee representative body or any other bodyor person whatsoever in any jurisdiction

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

“UK Sharesave” . . . . . . the Merlin Entertainments plc All-Employee Share Plan (UK Sharesave),as amended from time to time

“uncertificated” or “inuncertificated form” . . a share or other security recorded on the relevant register as being held

in uncertificated form in CREST and title to which, by virtue of theCREST Regulations, may be transferred by means of CREST

“US” or “United States” . the United States of America, its territories and possessions, any stateof the United States of America and the District of Columbia

“US ESPP” . . . . . . . . . . means the Merlin Entertainments plc All-Employee Share Plan(US Employee Stock Purchase Plan), as amended from time to time

84

‘‘US Exchange Act’’ . . . the US Securities and Exchange Act, 1934 as amended

“US Securities Act” . . . . the US Securities Act of 1933, as amended, and rules and regulationspromulgated thereunder

“ValueAct” . . . . . . . . . . ValueAct Capital Master Fund, L.P

“Voting Record Time” . . 6.00 p.m. on the day which is two days (excluding non-working days)prior to the date of the Court Meeting and the General Meeting or, if theCourt Meeting and/or the General Meeting is adjourned, 6.00 p.m. onthe day which is two days (excluding non-working days) before the dayof such adjourned meeting

“Wider Bidco Group” . . . Bidco Group and associated undertakings and any other body corporate,partnership, joint venture or person in which Bidco and suchundertakings (aggregating their interests) have an interest of morethan 20 per cent. of the voting or equity capital or the equivalent

“Wider KIRKBI Group” . . KIRKBI A/S and its associated undertakings and any other bodycorporate, partnership, joint venture or person in which KIRKBI A/Sand such undertakings (aggregating their interests) have an interest ofmore than 20 per cent. of the voting or equity capital or the equivalent(excluding the Wider Merlin Group)

“Wider Merlin Group” . . Merlin and associated undertakings and any other body corporate,partnership, joint venture or person in which Merlin and suchundertakings (aggregating their interests) have an interest of morethan 20 per cent. of the voting or equity capital or the equivalent(excluding, for the avoidance of doubt, KIRKBI and all of its associatedundertakings which are not members of the Merlin Group).

85

PART XNOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE Claim No. CR-2019-004381

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)INSOLVENCY AND COMPANIES COURT JUDGE ADDY QC

IN THE MATTER OF MERLIN ENTERTAINMENTS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an order dated 29 July 2019 made in the above matters, theCourt has directed a meeting (the “Court Meeting”) to be convened of the Independent Shareholdersas at the Voting Record Time (as defined in the Scheme (defined below)) for the purpose ofconsidering and, if thought fit, approving (with or without modification) a scheme of arrangementproposed to be made pursuant to Part 26 of the Companies Act 2006 (the “Act”) between MerlinEntertainments plc (the “Company”) and the holders of Scheme Shares (the “Scheme”) and that suchmeeting will be held at Mini Auditorium, DLA Piper UK LLP, 160 Aldersgate Street, Barbican,London, EC1A 4HT on 3 September 2019 at 11:00 a.m. (London time) at which place and time allIndependent Shareholders are requested to attend.

A copy of the said Scheme and a copy of the explanatory statement required to be published pursuantto section 897 of the Companies Act 2006 are incorporated in the document of which this notice formspart.

Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as theChairman of the Court Meeting may determine.

Right to Appoint a Proxy; Procedure for Appointment

Independent Shareholders who are entitled to attend and vote at the Court Meeting may vote inperson at the Court Meeting or they may appoint another person or persons, whether amember of the Company or not, as their proxy or proxies, to exercise all or any of their rightsto attend, speak and vote at the Court Meeting.

A blue Form of Proxy, for use at the Court Meeting, has been provided with this notice.Instructions for its use are set out on the form. It is requested that the blue Form of Proxy(together with any power of attorney or other authority, if any, under which it is signed, or aduly certified copy thereof) be returned to the Company’s registrars, Computershare(“Registrars” or “Computershare”), at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY,either (i) by post or (ii) (during normal business hours only) by hand, to be received not laterthan 11:00 a.m. (London time) on 30 August 2019 or, in the case of an adjournment of the CourtMeeting, 48 hours (excluding any part of such 48 hour period falling on a non-working day)before the time appointed for the adjourned meeting. However, if not so lodged, blue Forms ofProxy (together with any such authority, if applicable) may be handed to the Chairman of theCourt Meeting or to the Registrars, on behalf of the Chairman of the Court Meeting, before thestart of the Court Meeting.

As a member of the Company you are entitled to appoint one or more proxies to exercise all or any ofyour rights to attend, speak and vote on your behalf at the Court Meeting, provided that each proxy isappointed to exercise the rights attached to a different share or shares. Unless otherwise instructed,your appointed proxy will vote or abstain from voting at his or her discretion on any business whichmay come before the Court Meeting other than the resolution to approve the Scheme (in respect ofwhich, he or she shall exercise no discretion). A space has been included in the blue Form of Proxy toallow Independent Shareholders to specify the number of shares in respect of which that proxy is tobe appointed. A proxy need not be a member of the Company but they must attend the Court Meetingto represent you. If you require additional proxy forms, please contact the Company’s registrar,Computershare on +44 (0)370 703 6259 or photocopy the blue Form of Proxy as required.

86

Members who hold their shares in uncertificated form through CREST who wish to appoint a proxy orproxies through the CREST electronic proxy appointment service may do so by using the proceduresdescribed in the CREST Manual (which can be viewed at www.euroclear.com).

In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CRESTmessage must be properly authenticated in accordance with Euroclear’s specifications, and mustcontain the information required for such instruction, as described in the CREST Manual. Themessage, 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 bereceived by Computershare (ID 3RA50) by 11:00 a.m. London time) on 30 August 2019 (or if theCourt Meeting is adjourned, 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the adjourned Court Meeting). For this purpose, the time ofreceipt will be taken to be the time (as determined by the timestamp applied to the message by theCREST Applications Host) from which Computershare is able to retrieve the message by enquiry toCREST in the manner prescribed by CREST.

Forms of Proxy may alternatively be submitted electronically by logging on to the following websitewww.investorcentre.co.uk/eproxy and following the instructions there. For an electronic proxyappointment to be valid, the appointment must be received by Computershare no later than11:00 a.m. (London time) on 30 August 2019.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically usingCREST (or any other procedure described in the document of which this Notice forms part),will not prevent an Independent Shareholder from attending, speaking and voting in person atthe Court Meeting, or any adjournment thereof, if such Independent Shareholder wishes and isentitled to do so.

Voting Record Time

Entitlement to attend, speak and vote at the Court Meeting or any adjournment thereof and thenumber of votes which may be cast at the Court Meeting, will be determined by reference to theregister of members of the Company at 6:00 p.m. (London time) on 30 August 2019 or, if the CourtMeeting is adjourned, 6:00 p.m. (London time) on the date which is two days (excluding non-workingdays) before the date fixed for the adjourned meeting. Changes to the register of members after therelevant time shall be disregarded in determining the rights of any person to attend, speak and vote atthe Court Meeting.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether inperson or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For thispurpose, seniority will be determined by the order in which the names stand in the register ofmembers of the Company in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any Independent Shareholder which is a corporation mayappoint one or more corporate representatives who may exercise on its behalf all its powers as amember, provided that if two or more corporate representatives purport to vote in respect of the sameshares, if they purport to exercise the power in the same way as each other, the power is treated asexercised in that way, and in other cases the power is treated as not exercised.

By the said order, the Court has appointed Sir John Sunderland or, failing him, Nick Varney, or failinghim, any other Merlin Independent Director to act as chairman of the Court Meeting and has directedthe chairman to report the result thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 1 August 2019Slaughter and MayOne Bunhill Row

London EC1Y 8YYSolicitors for the Company

87

Nominated Persons

Any person to whom this notice is sent who is a person nominated under section 146 of theCompanies Act 2006 to enjoy information rights (a “Nominated Person”) does not, in that capacity,have a right to appoint a proxy, such right only being exercisable by shareholders of the Company.However, Nominated Persons may, under an agreement between him/her and the shareholder bywhom he/she was nominated, have a right to be appointed (or to have someone else appointed) as aproxy for the Court Meeting. If a Nominated Person has no such proxy appointment right or does notwish to exercise it, he/she may, under any such agreement, have a right to give instructions to theshareholder as to the exercise of voting rights.

88

PART XINOTICE OF GENERAL MEETING

MERLIN ENTERTAINMENTS PLC

Notice is hereby given that a general meeting of Merlin Entertainments plc (the “Company”) will beheld at Mini Auditorium, DLA Piper UK LLP, 160 Aldersgate Street, Barbican, London, EC1A 4HT on3 September 2019 at 11:10 a.m (or as soon thereafter as the Court Meeting (as defined in Part IX(Definitions) of the Document which this notice forms part) for the purpose of considering and, ifthought fit, passing the following resolution, which will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT:

(A) for the purpose of giving effect to the scheme of arrangement dated 1 August 2019 (the“Scheme”) between the Company and the holders of Scheme Shares (as defined in theScheme), a copy of which has been produced to this meeting and for the purposes ofidentification signed by the chairman of this meeting, in its original form or with or subject to anymodification, addition, or condition agreed by the Company and Bidco and approved or imposedby the High Court of Justice of England and Wales, the directors of the Company (or a dulyauthorised committee thereof) be authorised to take all such action as they may considernecessary or appropriate for carrying the Scheme into effect; and

(B) with effect from the passing of this resolution, the articles of association of the Company be andare hereby amended by the adoption and inclusion of the following new Article 157:

“157. Scheme of Arrangement

1. In this Article 157, references to the “Scheme” are to the Scheme of Arrangement underPart 26 of the Companies Act 2006 between the Company and the holders of SchemeShares (as defined in the Scheme) dated 1 August 2019 (with or subject to any modification,addition or condition approved or imposed by the Court and agreed by the Company andMotion Acquisition Limited (“Bidco”)) and (save as defined in this Article) terms defined in theScheme shall have the same meanings in this Article.

2. Notwithstanding any other provisions in these Articles, if the Company issues any MerlinShares (other than to Bidco, any subsidiary of Bidco, any parent undertaking of Bidco or anysubsidiary of such parent undertaking, or any nominee of Bidco (each a “Bidco Company”))on or after the date of the adoption of this Article and prior to the Scheme Record Time suchMerlin Shares shall be issued subject to the terms of the Scheme and the holder or holdersof such Merlin Shares shall be bound by the Scheme accordingly.

3. Notwithstanding any other provision of these Articles, subject to the Scheme becomingeffective, any shares issued, or transferred pursuant to Article 157.4 below, to any person(other than a Bidco Company) after the Scheme Record Time (a “New Member”) (each a“Post-Scheme Share”) shall be issued on terms that they shall (on the Effective Date (asdefined in the Scheme) or, if later, on issue (but subject to the terms of Articles 157.4 (and157.5 below)), be immediately transferred to Bidco (or such person as it may direct) (the“Purchaser”), who shall be obliged to acquire each Post-Scheme Share in consideration ofand conditional upon the payment by or on behalf of Bidco to the New Member of an amountin cash for each Post-Scheme Share equal to the consideration to which a New Memberwould have been entitled had such Post-Scheme Share been a Scheme Share.

4. Any person who is beneficially entitled to shares issued to a New Member (other than, for theavoidance of doubt, a person who becomes beneficially entitled to shares by virtue of atransfer pursuant to this Article 157.4) may, prior to the issue of Post-Scheme Shares to theNew Member pursuant to the exercise of an option or satisfaction of an award under one ofthe Merlin Share Plans (as defined in the Scheme), give not less than two business days’written notice to the Company in such manner as the board shall prescribe of his or herintention to transfer some or all of such Post-Scheme Shares to his or her spouse or civilpartner and may, if such notice has been validly given, on such Post-Scheme Shares beingissued to him or her, immediately transfer to his or her spouse or civil partner beneficialownership of any such Post-Scheme Shares, provided that such Post-Scheme Shares will

89

then be immediately transferred to the Purchaser pursuant to Article 157.3 above. If noticehas been validly given pursuant to this Article 157.4 but the beneficial owner does notimmediately transfer to his or her spouse or civil partner the Post-Scheme Shares in respectof which notice was given, such beneficial ownership will be transferred to the Purchaserand/or its nominee(s) pursuant to Article 157.3 above.

5. On any reorganisation of, or material alteration to, the share capital of the Company(including, without limitation, any subdivision and/or consolidation) carried out after theEffective Date (as defined in the Scheme), the value of the consideration per Post-SchemeShare to be paid under Article 157.3 shall be adjusted by the Company in such manner asthe auditors of the Company may determine to be appropriate to reflect such reorganisationor alteration. References in this Article to such shares shall, following such adjustment, beconstrued accordingly.

6. To give effect to any transfer of Post-Scheme Shares required pursuant to Article 157.3, theCompany may appoint any person as attorney and/or agent for the New Member to transferthe Post-Scheme Shares to the Purchaser and/or its nominees and do all such other thingsand execute and deliver all such documents or deeds as may in the opinion of such attorneyor agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser andpending such vesting to exercise all such rights attaching to the Post-Scheme Shares as thePurchaser may direct. If an attorney or agent is so appointed, the New Member shall notthereafter (except to the extent that the attorney or agent fails to act in accordance with thedirections of the Purchaser) be entitled to exercise any rights attaching to the Post-SchemeShares unless so agreed in writing by the Purchaser. The attorney or agent shall beempowered to execute and deliver as transferor a form of transfer or instructions of transferon behalf of the New Member (or any subsequent holder) in favour of the Purchaser and theCompany may give a good receipt for the consideration for the Post-Scheme Shares andmay register the Purchaser as holder thereof and issue to it certificate(s) for the same. TheCompany shall not be obliged to issue a certificate to the New Member for the Post-SchemeShares. The Purchaser shall settle the consideration due to the New Member pursuant toArticle 157.3 above by sending a cheque drawn on a UK clearing bank in favour of the NewMember (or any subsequent holder) for the purchase price of such Post-Scheme Shares assoon as practicable and in any event no later than 14 days after the date on which the Post-Scheme Shares are issued to the New Member.

7. If the Scheme shall not have become effective by the applicable date referred to in (orotherwise set in accordance with) section 6(B) of the Scheme, this Article 157 shall cease tobe of any effect.

8. Notwithstanding any other provision of these Articles, both the Company and the board shallrefuse to register the transfer of any Scheme Shares effected between the Scheme RecordTime and the Effective Date other than to the Purchaser and/or its nominee(s) pursuant tothe Scheme.”

1 August 2019

By Order of the BoardMatthew Jowett

Company Secretary

Registered Office: Link House, 25 West Street, Poole, Dorset, BH15 1LD

Merlin Entertainments plc

Registered in England and Wales No. 08700412

Notes:

1. Only holders of ordinary shares of 1 pence in the capital of Merlin are entitled to attend and voteat this meeting and may appoint a proxy to attend, speak and vote instead of them. A MerlinShareholder may appoint more than one proxy in relation to the general meeting provided thateach proxy is entitled to exercise the rights attaching to a different share or shares held by thatmember. A proxy need not be a member of the Company.

90

2. As at 30 July 2019, being the latest practicable date prior to the publication of this notice, theCompany’s issued share capital consists of 1,024,072,449 ordinary shares, carrying one voteeach. There is no other class of shares in the Company. Therefore the total voting rights in theCompany as at 30 July 2019 are 1,024,072,449.

3. A yellow form of proxy is enclosed for use at this meeting. To be valid, completed Forms of Proxymust be returned so as to arrive at the offices of the Company’s registrar, Computershare, notlater than 11:10 a.m. on 30 August2019, or if the meeting is adjourned, at least 48 hours beforethe start of the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day).

4. As an alternative to completing and returning the printed Form of Proxy, Merlin Shareholders mayalso appoint a proxy to vote on the resolution being put to the meeting electronically atwww.investorcentre.co.uk/eproxy. Merlin Shareholders who are not registered to voteelectronically will need to enter the control number, shareholder reference number and PINnumber set out in their personalised proxy form. Alternatively, Merlin Shareholders who havealready registered to receive electronic communications can appoint a proxy by logging on to theirportfolio at www.investorcentre.co.uk/eproxy and clicking on the link to vote. The on-screeninstructions give details on how to complete the appointment process. Please note that, to bevalid, your proxy instructions must be received by Computershare no later than 11:10 a.m.(London time) on 30 August 2019. If you have any difficulties with online voting, you shouldcontact Computershare on +44 (0)370 703 6259. Any electronic communication, including thelodgement of an electronic Form of Proxy received by the Company or its agents that is found tocontain any virus will not be accepted.

5. Merlin Shareholders who hold shares through CREST and who wish to appoint a proxy or proxiesfor the General Meeting or any adjournment(s) by using the CREST electronic proxy appointmentservice may do so by using the procedures described in the CREST Manual subject to theprovisions of Merlin’s articles of association. CREST Personal Members or other CRESTsponsored members, and those CREST members who have appointed a voting serviceprovider(s), should refer to their CREST sponsor or voting service providers, who will be able totake the appropriate action on their behalf. Merlin Shareholders who wish to appoint more thanone proxy in respect of their holdings of Merlin Shares should contact Computershare for furtherforms of proxy or photocopy the yellow Forms of Proxy as required.

6. For a proxy appointment or instruction made by means of CREST to be valid, the appropriateCREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordancewith Euroclear UK & Ireland Limited’s (“Euroclear”) specifications and must contain theinformation required for such instructions, as described in the CREST Manual, which can beviewed at www.euroclear.com. The message, regardless of whether it constitutes the appointmentof a proxy or an amendment to the instructions given to a previously appointed proxy, must, inorder to be valid, be transmitted so as to be received by Computershare (ID 3RA50) not later than11:10 a.m. on 30 August 2019, or if the meeting is adjourned, at least 48 hours before the start ofthe adjourned meeting (excluding any part of such 48-hour period falling on non-working day). Forthis purpose, the time of receipt will be taken to be the time (as determined by the timestampapplied to the message by the CREST Applications Host) from which Computershare is able toretrieve the message by enquiry to CREST in the manner prescribed by CREST. After this timeany change of instructions to proxies appointed through CREST should be communicated to theappointee through other means.

7. CREST members and, where applicable, their CREST sponsors or voting service providersshould note that Euroclear does not make available special procedures in CREST for anyparticular messages. Normal system timings and limitations will therefore apply in relation to theinput of CREST Proxy Instructions. It is the responsibility of the CREST member concerned totake (or if the CREST member is a CREST personal member or sponsored member, or hasappointed a voting service provider, to procure that his CREST sponsor or voting service providertakes) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, whereapplicable, the CREST sponsor or voting service provider are referred, in particular, to thosesections of the CREST Manual concerning practical limitations of the CREST system and timings.

91

8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

9. In the case of a member which is a company, the proxy form must be executed under its commonseal or signed on its behalf by an officer of such company or an attorney for such company. In thecase of a member who is an individual, the proxy form must be executed by the individual or aduly appointed attorney.

10. Any power of attorney or any other authority under which the proxy form is signed (or a dulycertified copy of such power or authority) must be included with the proxy form.

11. A vote withheld is not a vote in law, which means that the vote will not be counted in thecalculation of votes for or against the resolution. If no voting indication is given, your proxy willvote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) ashe or she thinks fit in relation to any other matter which is put before the general meeting.

12. Completion and return of a Form of Proxy, or the appointment of proxies through CREST, will notpreclude a shareholder from attending and voting in person if they are entitled to and wish todo so.

13. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attendand vote at the meeting and the number of votes that may be cast thereat will be determined byreference to the register of members of the Company at 6:00 p.m. on the day which is two days(excluding non-working days) before the date of the meeting. Changes to entries on the registerof members after that time shall be disregarded in determining the rights of any person to attendand vote at the meeting.

14. In the case of joint holders of ordinary shares the vote of the senior who tenders a vote, whetherin person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for thispurpose seniority will be determined by the order in which the names stand in the register ofmembers of the Company in respect of the relevant joint holding (the first-named being the mostsenior).

15. Any person to whom this notice is sent who is a person nominated under section 146 of theCompanies Act 2006 to enjoy information rights (a “nominated person”) may, under anagreement between him/her and the member by whom he/she was nominated have a right to beappointed (or to have someone else appointed) as a proxy for the General Meeting. If anominated person has no such proxy appointment right or does not wish to exercise it, he/shemay, under any such agreement, have a right to give instructions to the member as to theexercise of voting rights.

16. The statement of rights of Merlin Shareholders in relation to the appointment of proxies describedin these notes does not apply to nominated persons. Such rights can only be exercised by MerlinShareholders.

17. If you submit more than one valid proxy appointment, the appointment received last before thelatest time for the receipt of proxies will take precedence.

18. Any member attending the meeting (in person or by proxy) has the right to ask questions. TheCompany must cause to be answered any such question relating to the business being dealt withat the meeting but no such answer need be given if (a) to do so would interfere unduly with thepreparation for the meeting or involve the disclosure of confidential information, (b) the answerhas already been given on a website in the form of an answer to a question, or (c) it isundesirable in the interests of the Company or the good order of the meeting that the question beanswered.

19. As an alternative to appointing a proxy, any corporation which is a member may appoint one ormore corporate representatives who may exercise on its behalf all its powers as a member,provided that if two or more corporate representatives purport to vote in respect of the sameshares, if they purport to exercise the power in the same way as each other, the power is treatedas exercised in that way, and in other cases the power is treated as not exercised.Representatives of Merlin Shareholders that are corporations will have to produce evidence oftheir proper appointment when attending the meeting. Please contact Computershare for anyfurther guidance on this.

92

20. A copy of this notice and other information required by section 311A of the Companies Act 2006can be found on the Company’s website at www.merlinentertainments.biz.

21. Each of the resolutions to be put to the meeting will be voted on by poll and not by show ofhands. A poll reflects the number of voting rights exercisable by each member and so the Boardconsiders it a more democratic method of voting. It is also in line with recommendations made bythe Shareholder Voting Working Group and Paul Myners in 2004. Members and proxies will beasked to complete a poll card to indicate how they wish to cast their votes. These cards will becollected at the end of the meeting. The results of the poll will be published on the Company’swebsite and notified to the National Storage Mechanism once the votes have been counted andverified.

22. Except as provided above, members who have general queries about the General Meeting shoulduse the following means of communication (no other methods of communication will beaccepted): calling Computershare on +44 (0)370 703 6259. Lines are open from 8:30 a.m. to5:30 p.m. (London time) Monday to Friday (except UK public holidays). Please note that calls maybe recorded and Computershare cannot provide legal, tax or financial advice, or advice on themerits of the Acquisition or the Scheme.

23. You may not use any electronic address provided in either this Notice of Meeting or any relateddocuments (including the Form of Proxy) to communicate with the Company for any purposeother than those expressly stated.

93

Toppan Merrill, London19-12521-1