PROSPECTUS

(incorporated in England and Wales with limited liability under registered number 233462)

£275,000,000

8.375 per cent. Bonds due 2019

Issue Price: 99.685 per cent.

The £275,000,000 8.375 per cent. Bonds due 2019 (the “Bonds”) will be issued by John Lewis plc (the “Company”). Interest on the Bonds is payable annually in arrear on 8th April in each year. Payments in respect of the Bonds will be made without withholding or deduction for, or on account of, taxes of the United Kingdom to the extent described under “Terms and Conditions of the Bonds - Taxation”.

The Bonds mature on 8th April 2019 but may be redeemed before that date at the option of the Company in whole but not in part, at their principal amount, together with accrued interest, at any time in the event of certain changes affecting taxes of the United Kingdom. See “Terms and Conditions of the Bonds - Redemption and Purchase”.

Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Bonds to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Bonds to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to the Bonds being “listed” (and all related references) shall mean that the Bonds have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.

The Bonds will initially be represented by a temporary global Bond (the “Temporary Global Bond”), without interest coupons, which will be deposited with a common depositary (the “Common Depositary”) for Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”) on or about 8th April 2009 (the “Issue Date”). The Temporary Global Bond will be exchangeable for interests in a permanent global Bond (the “Permanent Global Bond” and together with the Temporary Global Bond, the “Global Bonds”), without interest coupons on or after a date which is expected to be 18th May 2009 (the “Exchange Date”) upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable for definitive Bonds in bearer form in the denominations of £75,000 and integral multiples of £1,000 in excess thereof, up to and including £149,000 in the limited circumstances set out in it. No definitive Bonds will be issued with a denomination above £149,000. See “Summary of Provisions Relating to the Bonds while in Global Form”.

Joint Lead Managers

Barclays Capital The Royal Bank of Scotland Co-Manager

HSBC

The date of this Prospectus is 6th April 2009

This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Company, the Company and its subsidiaries taken as a whole (together, the “Group”) and the Bonds which according to the particular nature of the Company and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company. The Company accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Company or the Managers (as defined in “Subscription and Sale” below) to subscribe for or purchase, any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Company and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds and distribution of this Prospectus see “Subscription and Sale” below.

No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Company or the Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Company since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by a Manager or on its behalf in connection with the Company or the issue and offering of the Bonds. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons.

Unless otherwise specified or the context requires, references to “pounds’’, “sterling”, “pounds sterling”, “£” or “pence” are to the lawful currency of the United Kingdom and references to “Euro” and “€” are to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended.

In connection with this issue, The Royal Bank of Scotland plc (the “Stabilising Manager”) (or any person acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

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TABLE OF CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE........................................................................................................ 4 RISK FACTORS .................................................................................................................................................................. 5 TERMS AND CONDITIONS OF THE BONDS............................................................................................................... 11 SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM....................................... 22 USE OF PROCEEDS ......................................................................................................................................................... 24 JOHN LEWIS plc ............................................................................................................................................................... 25 UNITED KINGDOM TAXATION.................................................................................................................................... 33 SUBSCRIPTION AND SALE ........................................................................................................................................... 35 GENERAL INFORMATION............................................................................................................................................. 37

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DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the audited consolidated financial statements of the Company for the financial years ended 27th January 2007 and 26th January 2008, respectively, together in each case with the audit report thereon, which are contained in the Company’s 2007 Annual Report and 2008 Annual Report, respectively and, in each case, which have been previously published or are published simultaneously with this Prospectus and which have been approved by the UK Listing Authority or filed with it. Such documents shall be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Any documents which are incorporated by reference into the documents incorporated by reference into this Prospectus shall not constitute a part of this Prospectus.

Copies of documents incorporated by reference in this Prospectus may be viewed on the website of the Company at www.johnlewispartnership.co.uk and at the office of the Document Viewing Facility of the UK Listing Authority at 25 The North Colonnade, Canary Wharf, London E14 5HS.

For ease of reference, the table below sets out the relevant page references for the audited consolidated financial statements of the Company for the financial years ended 27th January 2007 and 26th January 2008, respectively, together in each case with the audit report thereon. Any information not listed in the cross-reference table but included in the Company’s 2007 Annual Report or 2008 Annual Report, as the case may be, is given for information purposes only and does not form part of this Prospectus.

Audited Consolidated Financial Statements for the Financial Year ended 27th January 2007

Consolidated Income Statement .................................................................................................... Page 30

Consolidated Statement of Recognised Income and Expenses ...................................................... Page 31

Consolidated Balance Sheet........................................................................................................... Page 32

Consolidated Cash Flow Statement ............................................................................................... Page 34

Notes to the Accounts .................................................................................................................... Page 36-75

Independent Auditors’ Report to the Members of John Lewis plc................................................. Page 77-78

Audited Consolidated Financial Statements for the Financial Year ended 26th January 2008

Consolidated Income Statement .................................................................................................... Page 34

Consolidated Statement of Recognised Income and Expenses ...................................................... Page 35

Consolidated Balance Sheet........................................................................................................... Page 36

Consolidated Cash Flow Statement ............................................................................................... Page 38

Notes to the Accounts .................................................................................................................... Page 40-85

Independent Auditors’ Report to the Members of John Lewis plc................................................. Page 87-88

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RISK FACTORS

The Company believes that the following factors may affect its ability to fulfil its obligations under the Bonds. All of these factors are contingencies which may or may not occur and the Company is not in a position to express a view on the likelihood of any such contingency occurring.

Factors which the Company believes may be material for the purpose of assessing the market risks associated with the Bonds are also described below.

The Company believes that the factors described below represent the principal risks inherent in investing in the Bonds, but the Company may be unable to pay interest, principal or other amounts on or in connection with the Bonds for other reasons and the Company does not represent that the statements below regarding the risks of holding the Bonds are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

Where the factors described below refer to the Partnership (as defined below), such factors shall also apply to the Company unless otherwise stated herein, as the directors of the Company believe that it is appropriate for the Company, being the only direct subsidiary of John Lewis Partnership plc (“JLP”), to have the same strategy and objectives as the Partnership, to conduct all of the Partnership’s trading operations and to be subject to the same governance.

Factors that may affect the Company’s ability to fulfil its obligations under the Bonds

Business strategy

The businesses of JLP and its subsidiaries (the “Partnership”) depend on distinctive positioning and performance which secure an exceptional degree of loyalty from customers. The Partnership’s business model is based on employee ownership, and the superior product and service which flow from the Partners’ (as defined in “John Lewis plc - Constitution”) involvement in their own business. There can be no assurance that the Partnership will be able to maintain the loyalty of the Partnership’s customers and employees. Its failure to do so could have an adverse impact on the Partnership’s results of operations.

Economic and political conditions

As a United Kingdom based retail business, the Partnership is particularly exposed to any economic downturn which could affect consumer trends in the United Kingdom. The Partnership does not have control over changes in inflation and interest rates, foreign currency exchange rates and controls, or other economic factors affecting its business, such as household and consumer spending. Similarly, political, legal or regulatory changes, which are beyond its control, could occur. Any such changes could have an adverse impact on the Partnership’s results of operations.

Competition

The Partnership operates in a highly competitive market, competing for customers with a wide variety of other United Kingdom retailers as well as international operators. Failure to successfully compete on price, product range, quality and service could have an adverse impact on the Partnership’s results of operations. The Partnership also faces strong competition as a buyer of products in the wholesale market. Failure to compete successfully in the sourcing of products in the wholesale market could have an adverse impact on the Partnership’s results of operations.

Operational threats

Operational efficiency, and in particular, supply chain resilience and product quality management are of paramount importance to the Partnership. There can be no guarantee that a loss of a key supplier or failure to adequately source product or service of the right quality would not occur, affecting both short-term availability of the offered products and, potentially, the Partnership’s long-term reputation among its customers. Any such failure could have an adverse impact on the Partnership’s results of operations.

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Legal and compliance

The Partnership knows the significance to its operations of, and is focused on, adhering to all legal and compliance legislation. The Partnership is not currently aware of any material failure to adhere to applicable health and safety or environmental laws, litigation or breach of competition laws, or failure to comply with corporate, employee or taxation laws. If any of this were to occur in the future, this could have an adverse impact on the Partnership’s results of operations.

Business interruption

A major incident, such as a terrorist attack or pandemic flu outbreak, or an event which impacts upon the Partnership’s mainframe systems, key central support functions or information technology systems could affect the Partnership’s ability to trade and have an adverse impact on the Partnership’s results of operations.

Brand

The Partnership owns two strong retail brands in the United Kingdom, John Lewis and Waitrose. Failure to protect these brands and loss of trust and confidence in the Partnership’s brands and its products could affect operations in a number of ways. These could include a decline in the Partnership’s customer base, deterioration in relationships with suppliers, or difficulty in recruiting and retaining the best employees. Any of these could have an adverse impact on the Partnership’s results of operations.

Employees

The Partnership’s success depends in part on the continued service of its key management and technical personnel and on its ability to continue to attract, motivate and retain suitably qualified employees. If employees are not adequately skilled or effectively managed this could affect the Partnership’s operations in a number of ways. These could range from, but are not limited to, not delivering basic retail standards of service in stores through to failure to adequately source product or service of the right quality, or management capability in general and could have an adverse impact on the Partnership’s results of operations.

Funding

The perceived credit worthiness of the Partnership depends on many factors, including the retail environment in general, the state of the economy, the accounting valuation of its pension scheme deficit and the level of drawn debt, some of which are outside of its control. Deterioration in any of these factors or a combination of these factors may result in a downgrade in the Partnership’s perceived credit worthiness among actual and potential creditors. While the Partnership aims to maintain a capital structure which is consistent with an investment grade credit rating, deterioration in the perception among actual and potential creditors could potentially impact on the cost and accessibility of new funding thereby having an adverse impact on the Partnership’s results of operations.

Financial risks and liquidity

The Partnership’s financial instruments comprise borrowings, cash and liquid resources and arrangements with trade debtors and trade creditors, which arise directly from its operations. The main financial risks faced by the Partnership due to its financial instruments and treasury operations relate to interest rates, foreign exchange rates, liquidity and counterparty risks. The Partnership also enters into derivative transactions, principally interest rate and currency swaps and forward currency contracts, to manage the interest rate and currency risks arising from the Partnership’s operations and financing. However, a major event in any of these areas, such as economic or political instability or market forces, could affect the Partnership’s operations and financing and thereby could have an adverse impact on the Partnership’s results of operations.

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Fraud and compliance

As the Partnership’s businesses grow in size, the risk of occurrence of fraudulent behaviour by its employees increases. The Partnership clearly defines its internal code of ethics, and by assistance from the Audit and Risk Committee, takes extensive steps to reduce this risk. The Audit and Risk Committee assists the Partnership Board (as defined in “John Lewis plc - General”) with respect to internal controls and risk management systems and monitoring and reviewing the effectiveness of the internal audit function and the development of policies and systems for identifying, evaluating and managing significant risks throughout the Partnership. While the Partnership believes that the Partnership structure, where every Partner is a co-owner of the business and the internal control procedures reduce the risk considerably, there can be no guarantee that such fraudulent or criminal activity will not occur and will not have an adverse impact on the Partnership’s results of operations.

Product safety

The integrity of its products is of paramount importance to the Partnership, which seeks to ensure the application of the best standards in safety, quality, environment and animal welfare. A breach of such standards may affect consumer confidence and could affect the size of the Partnership’s customer base and have an adverse impact on the Partnership’s results of operations.

Pension funding

The Partnership runs a defined benefit primary pension scheme and a senior pension scheme paying pensions based on final salary. As at 31st January 2009, on an accounting basis, the market value of the assets of the fund was sufficient to cover 69 per cent. of the benefits accruing to the employees and, on an accounting basis, the pension deficit was £730 million. Changes to the pension scheme in June 2008 reduced the waiting period for membership from five to three years. A defined contribution scheme was also implemented for Partners in the waiting period (with the Partnership matching contributions up to 6 per cent. of pensionable salary). At the same time ‘LEAF’, a form of risk sharing in relation to increasing life expectancy was introduced. These changes took effect from 1st October 2008, and the net cost of these improvements added approximately £4.3 million to full year pension costs.

While the current position is satisfactory, the Partnership recognises that this is a long-term liability and there are significant risks in increasing longevity, the effect of age discrimination legislation, and continuing volatility in investment markets.

A significant funding requirement in the future might draw available cash away from operational activities and/or operational or strategic financing requirements, or alternatively require external funding. This could have an adverse impact on the Partnership’s results of operations.

Factors which are material for the purpose of assessing the market risks associated with the Bonds

The Bonds may not be a suitable investment for all investors

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

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Risks related to the structure of the Bonds

Modification, waivers and substitution

The Terms and Conditions of the Bonds (the “Conditions”) contain provisions for calling meetings of holders of the Bonds (the “Bondholders”) to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority.

The Conditions also provide that Capita Trust Company Limited (the “Trustee”) may, without the consent of Bondholders or Couponholders and subject to the provisions of a trust deed dated 8th April 2009 between the Company and the Trustee (the “Trust Deed”), agree to (i) any modification of the Trust Deed which is (in the opinion of the Trustee) of a formal, minor or technical nature or which is made to correct a manifest error, (ii) any other modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of the Conditions or any of the provisions of the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders or (iii) the substitution of another company as principal debtor under the Bonds in place of the Company, in the circumstances described in Condition 14.

EU Savings Directive

Under European Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”), each Member State is required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to, or received for, an individual or to certain other persons resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria may instead (unless during that period they elect otherwise) operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other counties). A number of non-EU countries and territories, including Switzerland, have adopted similar measures (a withholding system in the case of Switzerland) with effect from the same date.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, none of the Company, any Paying Agent and any other person would be obliged to pay additional amounts with respect to the Bonds as a result of the imposition of such withholding tax. Pursuant to Condition 6, the Company has agreed to maintain a Paying Agent with a specified office in a Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive.

Change of law

The Conditions are based on English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus.

Definitive Bonds will not be issued in integral multiples of less than £75,000

The Bonds have denominations consisting of a minimum of £75,000 plus one or more higher integral multiples of £1,000 in excess thereof up to and including £149,000. It is possible that the Bonds may be traded in amounts in excess of £75,000 that are not integral multiples of any denomination. In such a case a Bondholder who, as a result of trading such amounts, holds an amount which is less than £75,000 in its account with the relevant clearing system at the relevant time may not receive a definitive Bond in respect of such holding (should definitive Bonds be printed) and would need to purchase a principal amount of Bonds such that its holding amounts to at least £75,000.

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European Monetary Union

If the United Kingdom joins the European Monetary Union prior to the maturity of the Bonds, there is no assurance that this would not adversely affect investors in the Bonds. It is possible that prior to the maturity of the Bonds the United Kingdom may become a participating Member State and that the Euro may become the lawful currency of the United Kingdom. In that event (i) all amounts payable in respect of the Bonds may become payable in Euro (ii) the law may allow or require the Bonds to be re-denominated into Euro and additional measures to be taken in respect of such Bonds; and (iii) there may no longer be available published or displayed rates for deposits in sterling used to determine the rates of interest on such Bonds or changes in the way those rates are calculated, quoted and published or displayed. The introduction of the Euro could also be accompanied by a volatile interest rate environment, which could adversely affect investors in the Bonds.

Risks related to the market generally

Set out below is a brief description of certain market risks, including liquidity risk, interest rate risk and credit risk:

The secondary market generally

The Bonds may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Although application has been made for the Bonds to be admitted to the Official List and to trading on the Market, there is no assurance that such application will be accepted or that an active trading market will develop. Illiquidity may have a severely adverse effect on the market value of Bonds.

Exchange rate risks and exchange controls

The Company will pay principal and interest on the Bonds in sterling. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than sterling. These include the risk that exchange rates may significantly change (including changes due to devaluation of sterling or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to sterling would decrease (i) the Investor’s Currency-equivalent yield on the Bonds, (ii) the Investor’s Currency-equivalent value of the principal payable on the Bonds and (iii) the Investor’s Currency-equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in the Bonds, which are fixed rate obligations, involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.

As the Global Bonds are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Company

The Bonds will be represented by the Global Bonds and, except in certain limited circumstances described in the Permanent Global Bond, investors will not be entitled to receive definitive Bonds. The Global Bonds will be deposited with the Common Depositary for Euroclear and Clearstream, Luxembourg. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Bonds. While the Bonds are represented by the Global Bonds, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg.

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The Company will discharge its payment obligations under the Bonds by procuring that payments are made to Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Bond must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Bonds. The Company has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Bonds.

Holders of beneficial interests in the Global Bonds will not have a direct right to vote in respect of the Bonds. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

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TERMS AND CONDITIONS OF THE BONDS

The following, subject to alteration and amendment, are the terms and conditions of the Bonds substantially in the form which will appear on the Bonds in definitive form.

The £275,000,000 8.375 per cent. Bonds due 2019 (the “Bonds”, which expression shall in these Terms and Conditions of the Bonds (the “Conditions”), unless the context otherwise requires, include any further bonds issued pursuant to Condition 16 and forming a single series with the Bonds) of John Lewis plc (the “Company”) are constituted by a trust deed (the “Trust Deed”) dated 8th April 2009 between the Company and Capita Trust Company Limited as trustee (the “Trustee” which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) for the holders of the Bonds (the “Bondholders”). The issue of the Bonds was authorised by resolutions of the Board of Directors of the Company passed on 12th September 2008 and 20th March 2009, respectively, and by a resolution of a duly authorised Committee of the Board of Directors of the Company passed on 20th March 2009. These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed which includes the form of the Bonds and the coupons relating to them (the “Coupons”). Copies of the Trust Deed and of the paying agency agreement dated 8th April 2009 (the “Paying Agency Agreement”) relating to the Bonds between the Company, HSBC Bank plc as principal paying agent (the “Principal Paying Agent’’), the other paying agents appointed from time to time and referred to below (together with the Principal Paying Agent, the “Paying Agents”) and the Trustee are available for inspection by Bondholders and the holders of the Coupons (the “Couponholders”) at the principal office of the Trustee, being at the date hereof at 7th Floor, Phoenix House, 18 King William Street, London EC4N 7HE, England and at the specified office(s) of each of the Paying Agents referred to below. The Bondholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed applicable to the Bonds and are deemed to have notice of all those provisions of the Paying Agency Agreement applicable to them.

1. FORM, DENOMINATION AND TITLE

(a) Form and Denomination: The Bonds are in bearer form, serially numbered, in the denominations of £75,000 and integral multiples of £1,000 in excess thereof up, to and including £149,000 each with Coupons attached on issue. No definitive Bonds will be issued with a denomination above £149,000. Bonds of one denomination may not be exchanged for Bonds of any other denomination.

(b) Title: Title to the Bonds and to the Coupons will pass by delivery. The holder of any Bond or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person shall be liable for so treating the holder.

2. STATUS

The Bonds and the Coupons are direct, unconditional and (subject to the provisions in Condition 4 below) unsecured obligations of the Company and (subject as aforesaid) rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Company, present and future, but, in the event of insolvency, only to the extent permitted by laws relating to creditors’ rights.

3. DEFINITIONS

“Adjusted Capital and Reserves” means at any time the aggregate of:

(1) the amount paid up or credited as paid up on the issued share capital of the Company; and

(2) the amounts standing to the credit of the consolidated capital and revenue reserves (including any share premium account, capital redemption reserve and revaluation reserve) of the Company and the Subsidiaries plus any credit balance on consolidated profit and loss account,

all as shown by the then latest audited consolidated balance sheet of the Company (which shall be prepared on the basis of the historical cost convention modified, if applicable, by the revaluation of land and buildings) but:

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(a) adjusted to take account of any Subsidiaries not included in such balance sheet and any variation in interests in Subsidiaries and in the paid up share capital of the Company and the amount of the said reserves since the date of such balance sheet and to take account of the subscription moneys (including any premium) in respect of any share capital of the Company proposed to be issued for cash to the extent to which the subscription thereof has been unconditionally underwritten (to the extent that such subscription moneys and any premium are payable not later than six months after the date of allotment) with effect from the date on which such issue was so underwritten;

(b) excluding (to the extent that the same are reflected in such reserves) all sums set aside for taxation whether in respect of deferred taxation or otherwise;

(c) excluding amounts attributable to outside interests in Subsidiaries and any distributions made to members of the Company and outside shareholders in Subsidiaries out of profits accrued prior to the date of the relative audited consolidated balance sheet and not provided for therein;

(d) excluding all amounts attributable to goodwill (other than goodwill arising only on consolidation) and other intangible assets;

(e) deducting therefrom any debit balance on consolidated profit and loss account and on any consolidated reserve account;

(f) excluding such part of the interests of the Company or a Subsidiary in an associated company (as defined in the Trust Deed), not being a Subsidiary, as is attributable to any post-acquisition undistributed profits and reserves, but including such interests at original cost or, if lower, book value; and

(g) deducting therefrom (to the extent included in the relative audited consolidated balance sheet) the amount (if any) by which the amount attributable in the relative audited consolidated balance sheet to moveable or immovable assets (excluding land and any buildings thereon but including fixtures or fittings affixed thereto or upon or within the same being the subject of a separate leasing or hiring agreement) hired and/or leased by the Company and the Subsidiaries exceeds the aggregate of the capital amounts in respect of any amount prospectively payable by the Company or any Subsidiary for the hire or lease of moveable or immovable assets, notwithstanding that a capital amount in respect of such amount may be included as a liability in its latest audited balance sheet.

“moneys borrowed” shall be deemed to include:

(1) the principal amount for the time being owing by the Company or any Subsidiary in respect of any debenture (within the meaning of Section 738 of the Companies Act 2006), whether issued for cash or in whole or in part for a consideration other than cash;

(2) the principal amount for the time being owing of any moneys borrowed by the Company or any Subsidiary or other indebtedness (not being indebtedness in relation to the purchase of goods or services in the ordinary course of trading the amount of which is to remain outstanding for not more than 180 days) of the Company or a Subsidiary and the nominal amount of any share capital (together with any premium) of any person to the extent of the amount thereof repayment of which is for the time being guaranteed or secured or the subject of an indemnity given by the Company or a Subsidiary, which amount shall, except insofar as otherwise taken into account, be deemed to be moneys borrowed by the Company or by such Subsidiary, as the case may be;

(3) the nominal amount of any issued share capital of any Subsidiary (not being equity share capital which as regards capital has rights no more favourable than those attached to its ordinary share capital) owned otherwise than by the Company or another Subsidiary, which nominal amount shall be deemed to be moneys borrowed by such first-mentioned Subsidiary;

(4) the principal amount raised by the Company or any Subsidiary by acceptances (not being acceptances in relation to the purchase of goods or services in the ordinary course of trading the amounts raised whereunder are to remain outstanding for not more than 180 days) or under any acceptance credit opened on its behalf by any bank or accepting house;

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(5) the principal amount of any book debts of the Company or any Subsidiary which have been sold or agreed to be sold, to the extent that the Company or any Subsidiary is for the time being liable to indemnify or reimburse the purchaser in respect of any non-payment;

(6) any part of the purchase price of any moveable or immoveable assets (not being assets acquired in the ordinary course of trading) acquired by the Company or a Subsidiary the payment of which is deferred beyond the date of completion of the conveyance, assignment or transfer of the legal estate to such assets or, if no such conveyance, assignment or transfer is to take place within six months after the date on which the contract for such purchase is entered into or (if later) becomes unconditional, beyond that date (not being a deferral pending satisfactory installation of the asset being acquired); and

(7) the net present value of any outstanding amount from time to time payable by the Company or any Subsidiary in respect of any asset which is the subject of a sale-and-repurchase or sale-and-leaseback arrangement or any analogous arrangement;

but shall be deemed not to include:

(8) moneys borrowed and otherwise falling to be taken into account pursuant to either of the limits set out in Condition 4(A)(1) below and intended to be applied within four months of being so borrowed in the repayment of moneys borrowed then outstanding which fall to be taken into account pursuant to the same limit pending their application for such purpose or the expiry of such period whichever shall be the earlier provided that where the new moneys borrowed would otherwise fall to be taken into account pursuant to the limit set out in Condition 4(A)(1) below but the moneys borrowed so to be repaid fall to be taken into account only pursuant to the limit set out in Condition 4(A)(1)(a) below the new moneys borrowed shall be taken into account and the moneys borrowed so to be repaid shall not;

(9) a proportion of moneys borrowed of any partly-owned Subsidiary (but only to the extent that an amount equivalent to such proportion exceeds the net amount of moneys borrowed (if any) from such partly-owned Subsidiary by the Company or another Subsidiary after deducting moneys borrowed (if any) by such partly-owned Subsidiary from the Company or another Subsidiary) such proportion being that which the issued equity share capital of such partly-owned Subsidiary which is not for the time being beneficially owned directly or indirectly by the Company bears to the whole of the issued equity share capital of such partly-owned Subsidiary;

(10) moneys borrowed of a company which becomes a Subsidiary after 6th April 2009 and which are outstanding at the date when such company becomes a Subsidiary for the period of six months from the date of such event, in each case to the extent that they exceed any increase in the relevant limit contained in Condition 4(A)(1) below arising out of adjustments to be made to the Adjusted Capital and Reserves on account of the transaction whereby such company becomes a Subsidiary and of any other transaction effected during such period of six months whereby the outside interest (if any) in such Subsidiary is reduced; and

(11) any guarantee or indemnity given by the Company of moneys borrowed of a Subsidiary or by a Subsidiary of moneys borrowed of the Company or another Subsidiary,

and so that in the calculation of moneys borrowed no amount shall be taken into account more than once.

“Subsidiary” means a subsidiary (within the meaning of Section 1159 of the Companies Act 2006) for the time being of the Company.

4. COVENANTS

A. Restrictions on borrowing and charging

(1) The Company will procure that so long as any of the Bonds remains outstanding (as defined in the Trust Deed):

(a) the aggregate principal amount (including any fixed or minimum premium payable on final redemption) for the time being outstanding of all moneys borrowed (whether secured or not) of the Company and the Subsidiaries (excluding moneys borrowed by the Company from a Subsidiary or by a Subsidiary from

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the Company or from another Subsidiary) shall not exceed an amount equal to 1.75 times the Adjusted Capital and Reserves; and

(b) the aggregate principal amount (including any fixed or minimum premium payable on final redemption) for the time being outstanding of:

(i) all moneys borrowed by the Company and secured or expressed to be secured by any charge on all or any part of the undertaking, property and assets of the Company; and

(ii) all moneys borrowed by Subsidiaries (other than from the Company or another Subsidiary) whether secured or not;

shall not exceed an amount equal to 0.5 times the Adjusted Capital and Reserves (but in the calculation of the amount of such moneys borrowed no amount shall be taken into account more than once).

(2) When the aggregate amount of moneys borrowed required to be taken into account for the purposes of either of the limits contained in paragraph (1) above on any particular day is being ascertained, all such moneys borrowed denominated or repayable in a currency other than sterling shall be translated for the purpose of calculating the sterling equivalent at the rate used for translating such currency into sterling in the then latest audited consolidated balance sheet of the Company or if such amount is not so translated therein at the rate(s) of exchange prevailing on that day in London provided that, to the extent that the repayment of such moneys borrowed is covered by a forward purchase contract with a bank approved by the Trustee, such moneys borrowed shall be translated at the rate of exchange specified therein.

(3) For the purposes of the foregoing provisions of this Condition, any company which it is proposed shall become or cease to be a Subsidiary contemporaneously with any relevant transaction shall be treated as if it had already become or ceased to be a Subsidiary.

(4) A certificate addressed to the Trustee by two Directors of the Company as to the amount of the Adjusted Capital and Reserves or as to the amount of the limits contained in paragraph (1) above or as to the aggregate amount of moneys borrowed falling to be taken into account for the purpose of or as to compliance with either of such limits at any time or in respect of any period shall, in the absence of manifest error, be relied upon by the Trustee and shall be conclusive and binding on the Company, the Bondholders and the Couponholders.

B. Negative pledge

So long as any of the Bonds remains outstanding the Company will procure that no Relevant Indebtedness existing on or after 6th April 2009 of the Company or any Subsidiary and no guarantee by the Company or any Subsidiary of any Relevant Indebtedness existing on or after 6th April 2009 of any person will be secured by any mortgage, lien, pledge or other security interest upon, or with respect to, any of the present or future assets or revenues of the Company or any other person or will have the benefit of any guarantee (other than a guarantee of Relevant Indebtedness of a Subsidiary by the Company or any other Subsidiary) unless it shall, simultaneously with, or prior to, the creation of such security interest or guarantee take any and all action necessary to procure that all amounts payable by it under the Bonds, the Coupons and the Trust Deed are secured or guaranteed equally and rateably with such mortgage, lien, pledge or other security interest or guarantee to the satisfaction of the Trustee or such other security or guarantee is provided as the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders. Where Relevant Indebtedness of any person is secured by any mortgage, lien, pledge or other security interest and is guaranteed by the Company or any Subsidiary, such guarantee shall itself for the purposes of this provision be treated as being so secured. Any reference to an obligation being guaranteed shall include a reference to an indemnity being given in respect thereof.

For the purposes of this provision, “Relevant Indebtedness” means any present or future loan or other indebtedness which is in the form of or represented by any bonds, notes or other like securities, having an original maturity of more than one year from its date of issue, offered or distributed whether by way of public offer or private placing or otherwise.

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5. INTEREST

The Bonds bear interest from and including 8th April 2009 at the rate of 8.375 per cent. per annum, payable annually in arrear on 8th April in each year, commencing 8th April 2010 (each an “Interest Payment Date”).

Bonds will cease to bear interest from the due date for redemption unless, upon due presentation, payment of the principal is improperly withheld or refused in which event interest will continue to accrue at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Bond up to that day are received by or on behalf of the relevant holder and (b) the day seven days after the date on which the Trustee or the Principal Paying Agent has notified Bondholders of receipt of all sums due in respect of all the Bonds up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions).

Where interest is to be calculated in respect of a period which is equal to or shorter than an Interest Period (as defined below), the day-count fraction used will be the number of days in the relevant period, from and including the date from which interest begins to accrue to but excluding the date on which it falls due, divided by the number of days in the Interest Period in which the relevant period falls (including the first such day but excluding the last).

The period beginning on 8th April 2009 and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is called an “Interest Period”.

Interest in respect of any Bond shall be calculated per £1,000 in principal amount of the Bonds (the “Calculation Amount”). The amount of interest payable per Calculation Amount for any period shall be equal to the product of 8.375 per cent., the Calculation Amount and the day-count fraction for the relevant period, rounding the resulting figure to the nearest penny (half a penny being rounded upwards).

6. PAYMENTS

(a) Method of Payment: Payments in respect of principal and interest will be made against presentation and surrender (or, in the case of partial payment, endorsement) of Bonds or, in the case of payments of interest on each Interest Payment Date, against surrender of Coupons, at any specified office of any of the Paying Agents, from time to time. Such payments will be made at any specified office of any Paying Agent by pounds sterling cheque drawn on, or at the option of the holder, by transfer to, a pounds sterling account maintained by the payee with, a bank in London, subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions described in Condition 8 below.

(b) Surrender of Unmatured Coupons: Each Bond should be presented for payment together with all relative unmatured Coupons, failing which the amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal amount due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 below) in respect of the relevant Bond (whether or not such Coupon would otherwise have become void pursuant to Condition 9 below) or, if later, five years after the date on which the Coupon would have become due, but not thereafter.

(c) Payments on Presentation Dates: A holder shall be entitled to present a Bond or Coupon for payment only on a Presentation Date and shall not be entitled to any further interest or other payment if a Presentation Date is after the due date.

“Presentation Date” means a day which (subject to Condition 9):

(a) is or falls after the relevant due date but, if the due date is not or was not a Business Day in London, is or falls after the next following such Business Day; and

(b) is a Business Day in the place of the specified office of the Paying Agent at which the Bond or Coupon is presented for payment and, in the case of payment by transfer to a sterling account in London as

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referred to above, in London.

“Business Day” means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments in that place.

(d) Paying Agents: The name of the initial Principal Paying Agent and its initial specified office is listed below. The Company reserves the right, subject to the approval of the Trustee, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that it will at all times maintain (i) a Principal Paying Agent, (ii) Paying Agents having specified offices in at least two major European cities approved by the Trustee and (iii) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26th - 27th November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any such termination or appointment and of any changes in the specified offices of the Paying Agents will be given to the Bondholders promptly in accordance with Condition 13 below.

7. REDEMPTION AND PURCHASE

(a) Final redemption: Unless previously redeemed or purchased and cancelled as provided below, the Company will redeem the Bonds at their principal amount on 8th April 2019.

(b) Redemption for taxation reasons: The Bonds may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders in accordance with Condition 13 below (which notice shall be irrevocable), at the principal amount thereof, together with interest accrued to but excluding the date fixed for redemption, if (i) the Company satisfies the Trustee immediately prior to the giving of such notice that it has or will become obliged to pay additional amounts as provided or referred to in Condition 8 below as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 6th April 2009, and (ii) such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such additional amounts were a payment in respect of the Bonds then due. Prior to publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee a certificate signed by two Directors of the Company stating that the obligation referred to in (i) above cannot be avoided by the Company taking reasonable measures available to it and an opinion of independent legal or tax advisers of recognised international standing to the effect that the Company has or will be obliged to pay such additional amounts as a result of such change or amendment, and the Trustee shall be entitled to accept without any liability to any person for so doing such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out in (i) and (ii) above in which event it shall be conclusive and binding on the Bondholders and the Couponholders.

(c) Notice of redemption: All Bonds in respect of which any notice of redemption is given under this Condition shall be redeemed on the date specified in such notice in accordance with this Condition.

(d) Purchase: The Company or any of the Subsidiaries may, subject to any relevant laws or regulations, at any time purchase Bonds (provided that all unmatured Coupons appertaining thereto are attached thereto or surrendered therewith) by tender (available to all Bondholders alike) or in the open market or by private treaty at any price.

(e) Cancellation: All Bonds which are (i) redeemed or (ii) purchased by or on behalf of the Company or any of the Subsidiaries will forthwith be cancelled, together with all unmatured Coupons delivered therewith, and accordingly may not be reissued or resold.

8. TAXATION

All payments of principal and interest by or on behalf of the Company in respect of the Bonds and the Coupons will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom, or any authority

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therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Company will pay such additional amounts as may be necessary in order that the net amounts received by the Bondholders and the Couponholders after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Bonds or, as the case may be, Coupons, in the absence of such withholding or deduction except that no such additional amounts shall be payable with respect to any payment in respect of any Bond or Coupon presented for payment:

(a) by or on behalf of a holder, or any other person in respect of whom the interest is, or is deemed to be, income for United Kingdom taxation purposes, who, in either case, is liable to such taxes, duties, assessments or governmental charges in respect of such Bond or Coupon by reason of his having some connection with the United Kingdom other than the mere holding of the Bond or Coupon; or

(b) more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of 30 days; or

(c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26th-27th November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(d) by or on behalf of a Bondholder or a Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant Bond or Coupon to another Paying Agent in a Member State of the European Union.

As used herein, “Relevant Date” means the date on which such payment first becomes due, but if the full amount of the money payable has not been received in London by the Principal Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such money having been so received, notice to that effect shall have been duly published in accordance with Condition 13 below.

Any reference in these Conditions to principal or interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking given in addition thereto or in substitution therefor pursuant to the Trust Deed.

9. PRESCRIPTION

Claims in respect of principal and interest will become void unless presentation for payment is made as required by Condition 6 within a period of 10 years in the case of principal and five years in the case of interest from the appropriate Relevant Date (as defined in Condition 8).

10. EVENTS OF DEFAULT

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-fifth in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall, subject in each case to it being indemnified and/or secured and/or prefunded to its satisfaction, give written notice to the Company that the Bonds are, and they shall accordingly become, immediately due and repayable at their principal amount, together with accrued interest, in any of the following events (each an “Event of Default”):

(a) Non-Payment: default being made for a period of 14 days in the payment of interest on any of the Bonds when the same is due in accordance with these Conditions or the provisions of the Trust Deed; or

(b) Breach of Other Obligations: the Company failing to perform or observe any of its other obligations under the Bonds or the Trust Deed and (except where the Trustee considers such failure to be incapable of remedy, when no such notice as is hereinafter mentioned will be required) such failure is not remedied within 30 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Company of written notice requiring the same to be remedied; or

(c) Winding-up - Company: an order being made or an effective resolution being passed for the winding up of the Company; or

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(d) Cessation of Business - Company: the Company stopping or threatening to stop payment generally or ceasing or threatening to cease to carry on all or substantially all of its business; or

(e) Winding-up - Principal Subsidiary: an order being made or an effective resolution being passed for the winding up of a Principal Subsidiary (otherwise than for the purpose of an amalgamation or reconstruction or similar arrangement under which all or substantially all the undertaking and assets of the relevant Principal Subsidiary are transferred to the Company and/or one or more other wholly-owned Subsidiaries provided that, if such transfer is made to one or more wholly-owned Subsidiaries, such one or more wholly-owned Subsidiaries shall thereupon forthwith be deemed to be Principal Subsidiaries in their own right or the terms of which have previously been approved in writing by the Trustee); or

(f) Cessation of Business - Principal Subsidiary: a Principal Subsidiary stopping or threatening to stop payment generally or ceasing or threatening to cease to carry on all or substantially all of its business (otherwise than in consequence of a winding up excluded from the provisions of (e) above or as a result of the transfer of all or substantially all its undertaking and assets to the Company and/or one or more other wholly-owned Subsidiaries provided that, if such transfer is made to one or more wholly-owned Subsidiaries, such one or more wholly-owned Subsidiaries shall thereupon forthwith be deemed to be Principal Subsidiaries in their own right); or

(g) Insolvency: an order being made by any competent court, or a resolution being passed by the Company or any Principal Subsidiary to apply for judicial composition proceedings with the creditors of the Company or any Principal Subsidiary, or the Company or any Principal Subsidiary making a general assignment for the benefit of its creditors; or an administrative or other receiver, administrator or other similar official being appointed in relation to the Company or any Principal Subsidiary or a, in the opinion of the Trustee, substantial part of its or any of their assets; or a distress or execution or other process being levied or enforced upon or sued out against or an encumbrancer taking possession of any, in the opinion of the Trustee, substantial part of the assets of the Company or of any Principal Subsidiary and in any such case not being discharged within 30 days or the Company or any Principal Subsidiary being unable to pay or admitting its inability to pay its debts as they fall due; or

(h) Cross-Acceleration: the repayment of any indebtedness (as defined in the Trust Deed) (other than the Bonds) of the Company or of any Principal Subsidiary having an aggregate outstanding principal amount of at least £10,000,000 (or its equivalent in other currencies) being accelerated by reason of default in respect of the terms thereof or the Company or any Principal Subsidiary failing to make any payment of an amount of not less than £10,000,000 (or its equivalent in other currencies) in respect of any indebtedness on the due date for such payment as extended by any applicable grace period therefor (as originally provided) or failing to honour any guarantee or indemnity in respect of any indebtedness having an aggregate outstanding principal amount of at least £10,000,000 (or its equivalent in other currencies) or any mortgage or charge (whether fixed or floating) or other security granted by the Company or any Principal Subsidiary in respect of any indebtedness having an aggregate outstanding principal amount of at least £10,000,000 (or its equivalent in other currencies) becoming enforceable and steps being taken to enforce the same; or

(i) Ownership: the Company or any Principal Subsidiary ceasing to be a subsidiary of John Lewis Partnership plc otherwise than for reasons previously approved by the Trustee in writing,

provided, in the case of any such Event of Default other than those described in paragraphs (a) and (i) above and, in relation to the Company, paragraph (g) above, the Trustee shall have certified to the Company that such Event of Default is in its opinion materially prejudicial to the interests of the Bondholders.

As used in these Conditions, “Principal Subsidiary” shall at any time mean a Subsidiary:

(a) whose total assets (consolidated in the case of a Subsidiary which itself has subsidiaries) or gross revenues (consolidated in the case of a Subsidiary which itself has subsidiaries) attributable directly or indirectly to the Company represent in each case (or, in the case of a Subsidiary acquired after the end of the financial period to which the then latest relevant audited consolidated financial statements of the Company relate, are equal to) not

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less than 10 per cent. of the consolidated total assets or, as the case may be, consolidated gross revenues of the Company, all as calculated by reference to the then latest audited financial statements (consolidated or, as the case may be, unconsolidated) of such Subsidiary and the then latest audited consolidated financial statements of the Company provided that (i) in the case of a Subsidiary acquired after the end of the financial period to which the then latest relevant audited consolidated financial statements relate, the reference to the then latest audited consolidated financial statements for the purposes of the calculation above shall, until consolidated financial statements for the financial period in which the acquisition is made have been prepared and audited, be deemed to be a reference to such first-mentioned financial statements as if such Subsidiary had been shown in such financial statements by reference to its then latest relevant audited financial statements, adjusted as deemed appropriate by the Auditors (as defined in the Trust Deed); and (ii), if in the case of a Subsidiary which itself has subsidiaries, no consolidated financial statements are prepared and audited, its consolidated total assets or consolidated gross revenues shall be determined on the basis of pro forma consolidated financial statements of the relevant Subsidiary and its subsidiaries prepared and audited for this purpose by the Auditors or the auditors for the time being of the relevant Subsidiary; or

(b) to which is transferred the whole or substantially the whole of the assets and undertaking of a Subsidiary which immediately prior to such transfer is a Principal Subsidiary, whereupon (i) the transferor Subsidiary shall upon such transfer forthwith cease to be a Principal Subsidiary and (ii) the transferee Subsidiary shall immediately become a Principal Subsidiary, provided that on or after the date on which the consolidated financial statements of the Company for the financial period current at the date of such transfer have been prepared and audited, whether such transferor Subsidiary or such transferee Subsidiary is or is not a Principal Subsidiary shall be determined pursuant to the provisions of sub-paragraph (a) above or sub-paragraph (c) below; or

(c) to which is transferred an undertaking or assets, in each case attributable to the Company, which, taken together with the undertaking or assets of the transferee Subsidiary attributable to the Company, generate (or, in the case of the transferee Subsidiary being acquired after the end of the financial period to which the then latest relevant audited consolidated financial statements of Company relate, generate gross revenues (consolidated in the case of a Subsidiary which itself has subsidiaries) equal to) not less than 10 per cent. of the consolidated gross revenues, or represent (or, in the case aforesaid are equal to) not less than 10 per cent. of the consolidated total assets of the Company, all as calculated as referred to in sub-paragraph (a) above, whereupon, in the case of a transfer by a Principal Subsidiary, (i) the transferor Subsidiary shall upon such transfer forthwith cease to be a Principal Subsidiary unless immediately following such transfer its undertaking and assets generate (or, in the case aforesaid, generate gross revenues equal to) not less than 10 per cent. of the consolidated gross revenues, or its assets represent (or, in the case aforesaid, are equal to) not less than 10 per cent. of the consolidated total assets, of the Company, all as calculated as referred to in sub-paragraph (a) above, and (ii) the transferee Subsidiary shall immediately become a Principal Subsidiary, provided that on or after the date on which the consolidated financial statements of the Company for the financial period current at the date of such transfer have been prepared and audited, whether such transferor Subsidiary or such transferee Subsidiary is or is not a Principal Subsidiary shall be determined pursuant to the provisions of sub-paragraph (a) or sub-paragraph (b) above.

A certificate addressed to the Trustee by two Directors of the Company that in their opinion a Subsidiary is or is not a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties.

11. ENFORCEMENT

At any time after the Bonds shall have become due and repayable the Trustee may, at its discretion and without further notice, take such proceedings against the Company or take any step or action as it may think fit to enforce the terms of the Trust Deed, the Bonds and the Coupons, but it shall not be bound to take any such proceedings, step or action unless (a) it shall have been so directed by an Extraordinary Resolution of the Bondholders or so requested in writing by the holders of at least one-fifth in principal amount of the Bonds then outstanding, and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Bondholder or Couponholder shall be entitled to proceed directly against the Company unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and such failure shall be continuing.

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12. REPLACEMENT OF BONDS AND COUPONS

Should any Bond or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Principal Paying Agent subject to all applicable laws and stock exchange or other relevant authority requirements, upon payment by the claimant of the expenses incurred in connection therewith and on such terms as to evidence and indemnity as the Company may reasonably require. Mutilated or defaced Bonds or Coupons must be surrendered before replacements will be issued.

13. NOTICES

All notices to the Bondholders will be valid if published in a leading English language daily newspaper (which is expected to be the Financial Times) circulating in the United Kingdom or such other English language newspaper with circulation in Europe as the Trustee may approve. Such notices shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication. If publication as aforesaid is not practicable, notice will be given in such other manner as the Trustee may approve. Couponholders will be deemed to have notice of the contents of any notice given to Bondholders in accordance with this Condition 13.

14. MEETINGS OF BONDHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

The Trust Deed contains provisions for convening meetings of Bondholders to consider any matter affecting their interests including the modification by Extraordinary Resolution of these Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, except that, at any meeting the business of which includes the modification of certain of these Conditions and/or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than three-quarters or at any adjourned such meeting not less than a clear majority of the principal amount of the Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of Bondholders will be binding on all Bondholders, whether or not they are present or represented at the meeting, and on all Couponholders. The Trustee may agree, without the consent of the Bondholders or Couponholders to (i) any modification of the Trust Deed which is (in the opinion of the Trustee) of a formal, minor or technical nature or which is made to correct a manifest error and (ii) any other modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any or these Conditions or any of the provisions of the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders.

The Trustee may also agree, subject to the relevant provisions of the Trust Deed and to such other conditions (if any) as the Trustee may require but without the consent of the Bondholders or the Couponholders, (a) to the substitution of a wholly-owned Subsidiary or holding company of the Company in place of the Company as principal debtor under the Trust Deed, the Bonds and the Coupons subject to the Company unconditionally and irrevocably guaranteeing that Subsidiary’s or holding company’s obligations in respect of the Trust Deed, the Bonds and the Coupons by a document in such form and substance as the Trustee may require, and/or (b) to the substitution of any successor company (as defined in the Trust Deed) of the Company in place of the Company.

In connection with the exercise of its function (including but not limited to those referred to in this Condition), the Trustee shall have regard to the interests of the Bondholders as a class and shall not have regard to the tax or other consequences thereof for individual Bondholders or Couponholders in particular resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Bondholder or Couponholder be entitled to claim from the Company any indemnifications or payment in respect of any tax consequences of any such exercise upon individual Bondholders or Couponholders.

Any such modification, waiver, authorisation or substitution shall be binding on the Bondholders and the Couponholders and, unless the Trustee agrees otherwise, any such modification or substitution shall be notified to the Bondholders as soon as practicable thereafter in accordance with Condition 13 above.

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15. INDEMNIFICATION OF THE TRUSTEE

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility in certain circumstances, including provisions relieving it from taking proceedings or any other step or action to enforce repayment unless indemnified and/or secured and/or prefunded to its satisfaction. The Trustee is entitled to enter into business transactions with the Company and any entity related to the Company without accounting for any profit.

16. FURTHER ISSUES

The Company shall be at liberty from time to time without the consent of the Bondholders or Couponholders to create and issue further bonds or notes (whether in bearer or registered form) either (a) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding bonds or notes of any series (including the Bonds) constituted by the Trust Deed or any deed supplemental thereto or (b) upon such terms as to status, interest, conversion, premium, redemption and otherwise as the Company may at the time of issue thereof determine. Any further bonds or notes forming a single series with the outstanding bonds or notes of any series (including the Bonds) constituted by the Trust Deed or any deed supplemental thereto shall, and any other further bonds or notes may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Bondholders and the holders of bonds or notes of other series in certain circumstances where the Trustee so decides.

17. INFORMATION TO BONDHOLDERS

Copies of the Company’s annual report and accounts will be made available to Bondholders during normal business hours at the offices of the specified Paying Agents within 14 days of their publication. The Company shall in any year, if so requested in writing by the holders of more than 50 per cent. in principal amount of the outstanding Bonds, invite the Bondholders to, and hold for their benefit, an information meeting which, inter alia, will review any interim results of the Company and the Company’s operational and financial performance over the period from the previous information meeting, together with its plans for the forthcoming period.

18. GOVERNING LAW

The Trust Deed, the Bonds and the Coupons and any non-contractual obligations arising out of or in connection with them are governed by, and will be construed in accordance with, English law.

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999.

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SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM

The Temporary Global Bond and the Permanent Global Bond contain provisions which apply to the Bonds while they are in global form, some of which modify the effect of the Conditions set out in this document. The following is a summary of certain of those provisions:

1. Exchange

The Temporary Global Bond is exchangeable in whole or in part for interests in the Permanent Global Bond on or after a date which is expected to be 18th May 2009 upon certification as to non-U.S. beneficial ownership in the form set out in the Temporary Global Bond. The Permanent Global Bond is exchangeable in whole but not in part (free of charge to the holder) for definitive Bonds (i) if the Permanent Global Bond is held on behalf of a clearing system and such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available, (ii) if principal in respect of any Bonds is not paid when due and payable or (iii) if the Company would suffer a material disadvantage in respect of the Bonds as a result of a change in the laws or regulations (taxation or otherwise) of any jurisdiction referred to in Condition 8 which would not be suffered were the Bonds in definitive form and a certificate to such effect signed by two Directors of the Company is delivered to the Trustee for display to Bondholders. Thereupon (in the case of (i) and (ii) above) the holder may give notice to the Trustee, and (in the case of (iii) above) the Company may give notice to the Trustee and the Bondholders, of its intention to exchange the Permanent Global Bond for definitive Bonds on or after the Exchange Date (as defined below) specified in the notice.

On or after the Exchange Date (as defined below) the holder of the Permanent Global Bond may surrender the Permanent Global Bond to or to the order of the Principal Paying Agent. In exchange for the Permanent Global Bond, the Company will deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated definitive Bonds (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Bond), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in Schedule 1 to the Trust Deed. On exchange of the Permanent Global Bond the Company will, if the holder so requests, procure that it is cancelled and returned to the holder together with any relevant definitive Bonds.

“Exchange Date” means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Principal Paying Agent is located and, except in the case of exchange pursuant to (i) above, in the cities in which the relevant clearing system is located.

2. Payments

No payment will be made on the Temporary Global Bond unless exchange for an interest in the Permanent Global Bond is improperly withheld or refused. Payments of principal and interest in respect of Bonds represented by the Permanent Global Bond will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Bonds, surrender of the Permanent Global Bond to or to the order of the Principal Paying Agent or such other Paying Agent as shall have been notified to the Bondholders for such purpose. A record of each payment so made will be endorsed in the appropriate schedule to the Permanent Global Bond by or on behalf of the Principal Paying Agent, which endorsement will be prima facie evidence that such payment has been made in respect of the Bonds. Condition 6(d)(iii) and Condition 8(d) will apply to the definitive Bonds only.

3. Notices

So long as the Bonds are represented by the Permanent Global Bond and the Permanent Global Bond is held on behalf of a clearing system, notices to Bondholders may be given by delivery of the relevant notice to that

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clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions.

4. Prescription

Claims against the Company in respect of principal and interest on the Bonds while the Bonds are represented by the Permanent Global Bond will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 8).

5. Meetings

The holder of the Permanent Global Bond will be treated as being two persons for the purposes of any quorum requirements of, or the right to demand a poll at, a meeting of Bondholders and, at any such meeting, as having one vote in respect of each £1,000 in principal amount of Bonds for which the Permanent Global Bond may be exchanged.

6. Purchase and Cancellation

Cancellation of any Bond required by the Conditions to be cancelled following its purchase will be effected by reduction in the principal amount of the Permanent Global Bond.

7. Trustee’s Powers

In considering the interests of Bondholders while the Permanent Global Bond is held on behalf of a clearing system the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to the Permanent Global Bond and may consider such interests as if such accountholders were the holder of the Permanent Global Bond.

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USE OF PROCEEDS

The net proceeds of the issue, which are estimated to amount to approximately £273,033,750 will be used for general corporate purposes.

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JOHN LEWIS plc

General

The Company was incorporated in England and Wales as John Lewis and Company Limited as a company limited by shares with registered number 233462 on 20th September 1928, under the Companies Acts 1908 to 1917. The Company re-registered as a public company under the Companies Acts 1948 to 1980 by the name of John Lewis plc on 4th March 1982. The Company's registered office is 171 Victoria Street, London SW1E 5NN, England and its telephone number is +44 20 7828 1000.

The Company is the only direct subsidiary of JLP, the holding company of the John Lewis Partnership, which is the name applied to the group of companies comprising JLP and its subsidiaries. The Company owns the John Lewis, John Lewis Direct and Greenbee businesses and is the 100 per cent. direct or indirect owner of all the subsidiaries within the Partnership, including Waitrose. While JLP does not trade, it controls the trading activities of the Partnership through its 100 per cent. ownership of the Company. Where this section provides information on the Partnership, such information also applies to the Company unless otherwise stated herein, as the directors of the Company believe that it is appropriate for the Company, being the only direct subsidiary of JLP, to have the same strategy and objectives as the Partnership, to conduct all of the Partnership’s trading operations and to be subject to the same governance. All financial information contained in this section is, unless otherwise stated, extracted from the unaudited results of the Partnership as at and for the year ended 31st January 2009 set out on pages 30 and 31 of this Prospectus.

The Partnership owns two strong retail brands in the United Kingdom, John Lewis and Waitrose and is engaged in retailing a wide range of products through its 27 department stores and 198 Waitrose supermarkets, all of which are located in the United Kingdom. In October 2006, a new division of the Company was launched, called Greenbee, a direct consumer services business. In addition, the Partnership owns Herbert Parkinson Limited, a business based in Lancashire that makes the Company's own brand duvets, pillows, furnishing fabrics and ready-made curtains. Most of the production of this business is sold through the Company’s department stores. The profits of the Partnership available for distribution are distributed as determined by the board of directors of JLP (the “Partnership Board”) among those employees that are Partners (as defined below).

In the year ended 31st January 2009, total gross sales (defined as the amounts receivable by the Partnership for goods and services supplied to customers, net of discounts but including sale or return sales and value added tax) from continuing operations of the Partnership increased by 3.0 per cent. from £6,763 million to £6,968 million and operating profit decreased by 18.1 per cent. from £395 million to £324 million, in each case when compared to the year ended 26th January 2008. The operating profit for the year ended 31st January 2009 included group costs of £37 million, an increase of 15.2 per cent. from £32 million in the year ended 26th January 2008.

As at 31st January 2009, the Partnership had net assets of £1,723 million, an increase of 2.3 per cent. from £1,684 million, and net debt of £426 million, an increase of 19.3 per cent. from £357 million, in each case when compared to the position as at 26th January 2008.

As at 31st January 2009, the Partnership employed approximately 68,511 employees, including approximately 36,144 part-time employees.

Constitution

JLP has £4.2 million of listed preference share capital, but voting control is exercised through the 612,000 deferred ordinary shares controlled by John Lewis Partnership Trust Limited (the “Trust Company”) under the terms of trust settlements made in 1929 and 1950 (the “Settlements”). In addition, JLP has £28.2 million of issued non-voting Share Incentive Plan (“SIP”) shares under an HM Revenue & Customs approved SIP, which are held on trust by the Trust Company for the benefit of the Partners that have elected to receive SIP shares in lieu of the annual cash bonus.

Pursuant to the Settlements, a written constitution (the “Constitution”) was drawn up to set out the basic principles on which the Partnership trades. The Memorandum and Articles of Association of the Trust Company conform to the Constitution and one of its principal objects is to promote, uphold and maintain the Constitution.

The Constitution can only be amended with the agreement of both the chairman for the time being of the Trust Company

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(who is also ex officio chairman of JLP) (the “Chairman”) and a majority of the members of a Partnership council (the “Partnership Council”), at least four-fifths of whom are elected bi-annually by secret ballot by the Partners and up to one-fifth of whom are appointed by the Chairman. At present the Partnership Council has 91 members, of whom 10 are appointed by the Chairman. Broadly, all employees having fixed term or permanent contracts of employment with the Partnership are Partners (the “Partners).

The authorised share capital of the Trust Company is £250,100 divided into 40 A shares of £1 each which carry voting rights and 60 B shares of £1 each (all of which are fully paid-up) and 250,000 Deferred Ordinary Shares of £1 each (which are paid-up as to 40 per cent. and which carry no right to vote or to participate in dividends). The A shares are held by the Chairman. On taking office, the Chairman must undertake in writing to uphold the Constitution.

The B shares in the Trust Company are held by the trustees of the Constitution on trust for the Partnership Council. The B shares carry voting rights only during the period of one month following the confirmation of a resolution for the removal of the Chairman (which requires not less than two-thirds of the members of the Partnership Council to vote in favour), at any time following a resolution for a winding-up of the Trust Company or for an alteration of the Articles of the Trust Company to change the voting rights of members or during any period of time when the A shares are held by the Deputy Chairman pursuant to the Articles of Association of the Trust Company.

Restrictions on Disposals

The Trust Company may not sell or dispose of any of the 612,000 Deferred Ordinary Shares in JLP unless they are exchanged for shares in another Trading Company (as defined in the Settlements) of the Partnership pursuant to a scheme of amalgamation or reconstruction.

The Constitution provides that five Partners shall be elected every two years by the Partnership Council to sit on the Partnership Board as directors. If three of these elected directors so request, the Partnership Board must consult the Partnership Council on any proposal before the Partnership Board, including in particular a proposal to close a branch or specialised department employing 12 or more Partners.

Principles

The Partnership runs its business based on the following key principles:

Purpose

The Partnership's ultimate purpose is the happiness of all the Partners, through their worthwhile and satisfying employment in a successful business. Because the Partnership is owned in trust for the Partners, they share the responsibilities of ownership as well as its rewards.

Power

Power in the Partnership is shared between three governing authorities: the Partnership Council, the Partnership Board and the Chairman.

Profit

The Partnership aims to make sufficient profit from its trading operations to sustain its commercial vitality, to finance its continued development, to distribute a share of those profits each year to the Partners, and to enable it to undertake other activities consistent with its ultimate purpose.

Partners

The Partnership aims to employ people of ability and integrity who are committed to working together and to supporting its principles. Relationships are based on mutual respect and courtesy, with as much equality between its members as differences of responsibility permit. The Partnership aims to recognise their individual contributions and reward them fairly.

Customers

The Partnership aims to deal honestly with its customers and secure their loyalty and trust by providing outstanding

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choice, value and service.

Business relationships

The Partnership aims to conduct all its business relationships with integrity and courtesy and to honour scrupulously every business agreement.

The community

The Partnership aims to obey the spirit as well as the letter of the law and to contribute to the wellbeing of the communities in which it operates.

Recent Developments

In September 2007, the Partnership disposed of its textile printing and dyeing business, Stead, McAlpin & Company Limited and its textile weaving business, JH Birtwistle & Company Limited.

In November 2008, the Partnership transferred its interest in Ocado Limited (“Ocado”) into the Partnership pension fund making a £127.4 million gain on this transfer. As at 31st January 2009, on an accounting basis, the pension deficit of the Partnership was £730 million.

The economic climate has become progressively more difficult in 2008 and 2009 with consumer confidence being at a record low. The Partnership’s performance for the year ended 31st January 2009, reflected the challenging trading environment. The Partnership recently successfully refinanced bank facilities maturing in December 2008 with new committed bank facilities.

Principal Activities of the Partnership

The Partnership is organised into two main business segments, John Lewis and Waitrose. The Partnership’s businesses are carried on in the United Kingdom and gross sales derive almost entirely from that source. Gross sales and operating profit are reported in respect of continuing operations.

John Lewis

The Partnership owns 27 John Lewis department stores, selling a broad range of products, including electrical appliances, fashionware, sports equipments, furnishings, giftware, flowers and household goods. Supported by a network of suppliers around the world, John Lewis department stores typically stock more than 350,000 separate lines. In January 2009, John Lewis was voted the United Kingdom's favourite retailer for the second consecutive year in a poll of over 6,000 shoppers, published by Verdict Research.

In the year ended 31st January 2009, sales and operating profit of John Lewis were £2,811 million and £146 million, respectively, constituting 40.3 per cent. and 40.5 per cent. of the Partnership’s total gross sales and operating profits before allocation of Group costs, respectively.

John Lewis Direct

John Lewis Direct is the internet and catalogue arm of John Lewis department stores and is a growing part of the John Lewis business. In the year ended 31st January 2009, sales by John Lewis Direct on the basis of unaudited management accounts increased by 24.2 per cent. to £333 million.

Waitrose

The Partnership owns 198 Waitrose supermarkets. Waitrose combines the features of a standard supermarket with the expertise and service of a specialist shop, specialist services including preparation of foods to order and providing advice on wines, meat, fish and cheese etc. It also offers an online shopping facility. Waitrose was recognised as Britain’s favourite supermarket by Verdict in 2009.

In the year ended 31st January 2009, sales and operating profit of Waitrose were £4,156 million and £215 million, respectively, constituting 59.7 per cent. and 59.5 per cent. of the Partnership’s total gross sales and operating profits before allocation of Group costs, respectively.

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Ocado

Waitrose has a branding and sourcing agreement with Ocado which allows Ocado to sell Waitrose products and use the Waitrose brand in exchange for a fee paid to Waitrose. The Partnership remains committed to a long-term supplier relationship, and has agreed the heads of terms of a new four-year branding and sourcing agreement, with Ocado. The agreement is currently under negotiation.

Greenbee

Greenbee, launched in October 2006, is a business segment offering a range of financial, travel and leisure services. These currently include home, travel, pet, wedding and event and car insurance products, life cover and a phone and broadband package, along with travel offers and theatre, event, music and sport tickets.

Subsidiary and Associated Undertakings of the Company

The Company’s principal subsidiary undertakings, as at the date of this Prospectus, are:

• Findlater Mackie Todd & Co. Limited (Wholesale including export)

• Herbert Parkinson Limited (Weaving and making up of soft furnishings)

• JLP Holdings BV (Investment holding company; incorporated in Holland)

• JLP Insurance Limited (Insurance; incorporated and operating in Guernsey)

• JLP Victoria Limited (Investment holding company)

• John Lewis Car Finance Limited (Car finance)

• John Lewis Properties plc (Property holding company)

• John Lewis Transport Limited (Vehicle leasing)

• Waitrose Limited (Food retailing)

The subsidiary undertakings are all wholly owned subsidiaries of the Company; therefore, their share capital is ultimately held within the Partnership. The above list excludes non-trading companies which have no material effect on the consolidated financial statements of the Partnership or the Company. Except as noted above, all of these subsidiaries operate wholly or mainly in the United Kingdom and are incorporated in England and Wales.

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Summary Financial Information

The following information has been extracted without material adjustment from the published audited consolidated financial statements of the Company for the years ended (i) 26th January 2008, the date to which the last published audited consolidated financial statements were prepared in respect of the Company and (ii) 27th January 2007.

John Lewis plc: Three-year consolidated summary

Years ended January

2008* 2007** 2006

£m***

Gross sales (including sale or return sales and VAT) .......... 6,762.8 6,362.3 5,764.4

Revenue

John Lewis ......................................................... 2,315.0 2,188.9 1,990.4

Waitrose ............................................................. 3,737.2 3,497.3 3,158.9

Revenue .............................................................................. 6,052.2 5,686.2 5,149.3

Operating Profit

John Lewis ......................................................... 190.0 178.4 111.2

Waitrose ............................................................. 220.3 176.9 170.4

Operating Profit .................................................................. 410.3 355.3 281.6

Net finance costs

Finance costs...................................................... (39.2) (42.7) (45.4)

Finance income .................................................. 8.6 7.6 10.5

Share of post tax losses of associate (Ocado) ..................... (8.0) (18.0) (5.6)

Exceptional gain on dilution of interest in associate........... 8.0 18.0 10.8

Profit before Partnership bonus and tax.............................. 379.7 320.2 251.9

Taxation .............................................................................. (59.4) (56.9) (42.5)

Net profit available for profit sharing and retention in the business...............................................................................

320.3 263.3 209.4

Partnership bonus................................................................ (181.1) (154.1) (120.3)

As a percentage of pay........................................................ 20% 18% 15%

Discontinued operations ..................................................... (9.1) (0.7) -

Retained in business............................................................ 130.1 108.5 89.1

Net assets ............................................................................ 1,683.9 1,650.1 1,512.6

Pay ...................................................................................... 864.8 817.6 755.0

Average number of employees............................................ 68,200 66,800 63,700

Including part-time employees ........................................... 36,700 35,900 33,600 Notes: * Your attention is drawn to the consolidated published unaudited results of the Partnership for the year ended 31st January 2009

on pages 30 and 31 of this Prospectus, which includes the adjusted results of the Partnership for the year ended 26th January 2008. The Company’s results for the same period will be similarly adjusted and the adjusted figures can be found in the 2009 Annual Report and Accounts of the Company which will be published in April 2009. It is expected that the adjusted results of the Company, being the only direct subsidiary of JLP which itself is not a trading company, will be substantially similar to the adjusted results of the Partnership for the same period.

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** The January 2007 comparatives have been amended in respect of discontinued operations. The January 2006 comparatives have

not been amended. *** In millions except for percentage, “Average number of employees” and “Including part-time employees” figures.

The following information has been extracted without material adjustment from the unaudited consolidated results of JLP for the year ended 31st January 2009, as published on 11th March 2009.

John Lewis Partnership plc: Unaudited results for the year ended 31st January 2009*

2009 2008

Restated**

£m £m

Continuing operations

Sales

John Lewis ...................................................................................... 2,811.1 2,812.7

Waitrose .......................................................................................... 4,156.4 3,950.1

Total gross sales ............................................................................................. 6,967.5 6,762.8

Adjustment for sale or return sales ................................................................ (109.0) (103.0)

Value added tax.............................................................................................. (591.3) (607.6)

Revenue ......................................................................................................... 6,267.2 6,052.2

Operating profits

John Lewis ....................................................................................... 146.0 199.5

Waitrose ........................................................................................... 214.6 227.6

360.6 427.1

Group cost*** ................................................................... (37.1) (32.2)

Operating Profit**** ...................................................................................... 323.5 394.9

Net finance costs............................................................................................. (43.9) (15.1)

Profit before exceptional items ....................................................................... 279.6 379.8

Ocado exceptional gain................................................................................... 127.4 -

Profit before Partnership bonus and tax.......................................................... 407.0 379.8

Partnership bonus............................................................................................ (125.5) (181.1)

Profit before tax .............................................................................................. 281.5 198.7

Notes: * These results are subject to audit. The 2009 Annual Report and Accounts of the Partnership will be published in April 2009.

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** In addition, for the year ended 26th January 2008 there was a loss from discontinued operation of £9.4m before tax. Divisional operating profit is after charging certain costs based on the business segments usage of corporate facilities and services. The basis of allocation has been revised and prior year figures have been amended accordingly. JLP has also changed its accounting policy in respect of disclosure of pension costs, so as to report the service costs within operating profit, and the financing terms within finance costs. The comparative figures for the year ended 26th January 2008 have been restated as shown below:

As published Adjustments As restated £m £m £m Operating Profits**** John Lewis .......................................................................... 190.4 9.1 199.5 Waitrose .............................................................................. 220.7 6.9 227.6 Group Costs ........................................................................ 0.0 (32.2) (32.2) Operating Profits........................................................................ 411.1 (16.2) 394.9 Net finance costs........................................................................ (31.3) 16.2 (15.1) Profit before Partnership bonus and tax .................................... 379.8 0.0 379.8 Partnership bonus....................................................................... (181.1) (181.1) Profit before tax ......................................................................... 198.7 0.0 198.7 *** Group costs include corporate overheads, finance transformation costs and Greenbee investment. **** Property gains are included in the operating profits shown above and are as follows: Operating profit excluding

property gains Property gains 2008/09 2007/08 2008/09 2007/08 £m £m £m £m John Lewis ................................................................................ 1.6 0.5 144.4 199.0 Waitrose .................................................................................. 3.0 8.6 211.6 219.0 4.6 9.1 356.0 418.0

The following information has been extracted without material adjustment from the unaudited consolidated results of JLP as at 31st January 2009.*

31st January 2009

31st January 2008

Difference£m

197.6 121.6 76.0

(623.6) (478.7) (144.9)

(426.0) (357.1) (68.9)

Cash and cash equivalents ...............................................

Borrowings and overdrafts...............................................

Net debt............................................................................

Net assets ......................................................................... 1,722.8 1,683.9 38.9

Note:

* These results are subject to audit. The 2009 Annual Report and Accounts of the Partnership will be published in April 2009.

While the tables above provide information on the consolidated results of the Partnership and not the Company, the directors of the Company expect the results of the Company, being the only direct subsidiary of the Partnership which itself is not a trading Company, for the same period to be substantially similar to the results of the Partnership.

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Directors of the Company

The members of the board of directors of the Company (the “Board”) are Charlie Mayfield, Marisa Cassoni, Tracey Killen, Mark Price and Andy Street, who are also members of the Partnership Board.

Charlie Mayfield (42) - Executive Chairman

Mr Mayfield joined the Partnership in 2000 as Head of Business Development, responsible for business strategy and development for both John Lewis and Waitrose. He joined the Board as Development Director in 2001 and was responsible for developing the Partnership's online strategy. He was appointed Managing Director of John Lewis in 2005. Mr Mayfield became Deputy Chairman in February 2007 prior to taking up his appointment as the Partnership's fifth Chairman in March 2007. Mr Mayfield began his career as an officer in the Scots Guards and also worked for SmithKline Beecham and McKinsey & Co prior to joining the Partnership. Mr Mayfield holds directorships at London First and the UK Commission for Employment and Skills.

Marisa Cassoni (57) - Finance Director

Ms Cassoni joined the Partnership and the Board as Finance Director in June 2006 from Royal Mail, where she spent the previous five years as Group Finance Director. She was Group Finance Director at Britannic Assurance plc from 1998 to 2001 and Group Finance Director of Prudential UK division from 1994 to 1998. A qualified chartered accountant since 1975, Ms Cassoni holds non-executive directorships with GFI Group Inc. and WSP Group plc, and also chairs their audit committees. Ms Cassoni also sits on the Accounting Standards Board and is a governor of the Peabody Trust.

Tracey Killen (47) - Director of Personnel

Ms Killen joined the Partnership as an ‘A’ Level Trainee at John Lewis Bristol in 1982. She held numerous posts with the Partnership prior to becoming the Director of Personnel in April 2007. As Director of Personnel, Ms Killen is responsible for all areas of personnel policy within the Partnership, including the identification and development of future talent.

Mark Price (48) - Managing Director, Waitrose

Mr Price joined the Partnership in 1982 as a graduate trainee. He held numerous posts with the Partnership prior to joining the Board in January 2005 as the Development Director. In March 2007, he became Managing Director of Partnership Development taking on additional executive responsibilities which support the Chairman. He took up the appointment of Managing Director of Waitrose in April 2007.

Andy Street (45) - Managing Director, John Lewis

Mr Street joined the Partnership in 1985 as a trainee after graduating from Oxford University. He held numerous posts with the Partnership prior to joining the Board as Director of Personnel in 2002. Mr Street became Managing Director of John Lewis in February 2007.

None of the members of the Board has any significant outside business activities or any potential conflict of interests between his or her duties to the Company and his or her private interests and/or other duties.

The Company Secretary is Margaret Casely-Hayford.

The business address of the Company Secretary and each member of the Board is 171 Victoria Street, London SW1E 5NN, England.

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UNITED KINGDOM TAXATION

The comments below are of a general nature based on United Kingdom law and HM Revenue & Customs practice as in effect at the date of this Prospectus and is subject to any change in such law or practice that may take effect after such date (possibly with retrospective effect). The comments are not intended to be exhaustive. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who are the absolute beneficial owners of their Bonds and Coupons and may not apply to certain classes of persons such as dealers or certain professional investors. They do not necessarily apply in the event of a substitution of the Company. Any Bondholders who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the United Kingdom should consult their professional advisers.

1. Interest – withholding

While the Bonds continue to be listed on a recognised stock exchange within the meaning of section 1005 Income Tax Act 2007, payments of interest by the Company may be made without withholding or deduction for or on account of income tax. The London Stock Exchange is a recognised stock exchange for these purposes. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List by the United Kingdom Listing Authority and are admitted to trading on the London Stock Exchange.

Persons in the United Kingdom paying interest to or receiving interest on behalf of another person who is an individual may be required to provide certain information to HM Revenue & Customs regarding the identity of the payee or person entitled to the interest and, in certain circumstances, such information may be exchanged with tax authorities in other countries.

If the Bonds cease to be listed interest will generally be paid under deduction of income tax at the basic rate (currently 20 per cent.) unless (i) another relief applies or (ii) the Company has received a direction to the contrary from HM Revenue & Customs in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

2. Interest – UK source income

The interest has a United Kingdom source and accordingly may be chargeable to United Kingdom tax by direct assessment. Where the interest is paid without withholding or deduction, the interest will not be assessed to United Kingdom tax in the hands of Bondholders who are not resident in the United Kingdom, except where such persons carry on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency, or in the case of a corporate holder, carries on a trade through a permanent establishment in the United Kingdom in connection with which the interest is received or to which the Bonds are attributable, in which case (subject to exemptions for interest received by certain categories of agent) tax may be levied on the United Kingdom branch, agency or permanent establishment.

If interest were paid under deduction of United Kingdom income tax (for example if the Bonds lost their listing), Bondholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty.

Bondholders should note that the provisions relating to additional amounts referred to in “Terms and Conditions of the Bonds – Taxation” above would not apply if HM Revenue & Customs sought to assess directly the person entitled to the relevant interest to United Kingdom tax. However exemption from, or reduction of, such United Kingdom tax liability might be available under an applicable double taxation treaty.

3. EU Directive on the Taxation of Savings Income

The European Union has adopted a Directive regarding the taxation of savings income. The Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest or other similar income paid by a person within its jurisdiction to an individual or certain other persons resident in that other Member State, except that Belgium, Luxembourg and Austria may instead impose a withholding system for a transitional period unless during such period they elect otherwise (subject to a procedure whereby, on

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meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld).

4. Disposal (including Redemption)

4.1 Corporate Bondholders

Generally, Bondholders within the charge to United Kingdom corporation tax (including non-resident bondholders whose Bonds are used, held or acquired for the purposes of a trade carried on in the United Kingdom through a permanent establishment) will be subject to tax as income on all profits and gains arising from, and from fluctuations in the value of, the Bonds broadly in accordance with their statutory accounting treatment. Such Bondholders will generally be charged in each accounting period by reference to interest and other amounts (including foreign exchange gains and losses) which in accordance with generally accepted accounting practice, are recognised in determining the Bondholder’s profit or loss for that period.

4.2 Bondholders other than Corporate Bondholders described above

(a) A transfer of a Bond by a Bondholder resident or ordinarily resident for tax purposes in the United Kingdom or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Bond is attributable may give rise to a charge to tax on income in respect of an amount representing interest on the Bond which has accrued since the preceding interest payment date.

(b) The Bonds are “qualifying corporate bonds” within the meaning of section 117 or the Taxation of Chargeable Gains Act 1992 with the result that on a disposal of the Bonds neither chargeable gains nor allowable losses will arise for the purposes of taxation of capital gains.

5. Stamp Duty

No United Kingdom Stamp Duty or Stamp Duty Reserve Tax is payable on the issue or transfer by delivery of a Bond or on its redemption.

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SUBSCRIPTION AND SALE

Barclays Bank PLC, The Royal Bank of Scotland plc and HSBC Bank plc (together, the “Managers”) have, pursuant to a subscription agreement dated 6th April 2009 (the “Subscription Agreement”), jointly and severally agreed with the Company, subject to the satisfaction of certain conditions, to subscribe for the Bonds at 99.685 per cent. of their principal amount. The Company has agreed to pay to the Managers a combined management and underwriting commission and selling concession of 0.40 per cent. of such principal amount. In addition, the Company has agreed to reimburse the Managers for certain of their expenses in connection with the issue of the Bonds. The Subscription Agreement entitles the Managers to terminate it in certain circumstances prior to payment in respect of the Bonds being made to the Company.

United States

The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Bonds that constitute “registration required obligations” under the U.S. Tax Equity and Fiscal Responsibility Act of 1982 are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except as permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”). Therefore, the Bonds are subject to U.S tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by the D Rules. Terms used in this paragraph have the meanings given to them by the U.S Internal Revenue Code and regulations thereunder.

Each Manager has represented and agreed that, except as permitted by the Subscription Agreement, it has not offered, sold or delivered and will not offer, sell or deliver the Bonds (i) as part of their distribution, at any time, or (ii) otherwise, until 40 days after the later of (a) the commencement of the offering and (b) the Closing Date (as defined in the Subscription Agreement) within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Bonds during the distribution compliance period, as defined in Regulation S under the Securities Act, a confirmation or other notice setting forth the restrictions on offers and sales of the Bonds within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering, an offer or sale of Bonds within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

United Kingdom

Each Manager has represented and agreed that:

(1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

(2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

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General

No action has been taken by the Company or any of the Managers that would, or is intended to, permit a public offer of the Bonds or possession or distribution of this Prospectus or any other offering or publicity material relating to the Bonds in any country or jurisdiction where any such action for that purpose is required. Accordingly, each Manager has undertaken that it will not, directly or indirectly, offer or sell any Bonds or have in its possession, distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations, and all offers and sales of Bonds by it will be made on the same terms.

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GENERAL INFORMATION

1. The listing of the Bonds on the Official List will be expressed as a percentage of their principal amount (excluding accrued interest). It is anticipated that such listing of the Bonds on the Official List and admission of the Bonds to trading on the Market is expected to be granted on or about 8th April 2009 subject only to the issue of the Temporary Global Bond. Prior to official listing and admission to trading, however, dealings will be permitted by the London Stock Exchange in accordance with its rules. Transactions will normally be effected for delivery on the third working day after the date of the transaction.

2. The Bonds have been accepted for clearance through Clearstream, Luxembourg and Euroclear (which are the entities in charge of keeping the records). The International Securities Identification Number (ISIN) for the Bonds is XS0421003665 and the Common Code is 042100366.

The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.

3. The Company has obtained all necessary consents, approvals and authorisations in the United Kingdom in connection with the issue and performance of the Bonds. The issue of the Bonds was authorised by resolutions of the Board of Directors of the Company passed on 12th September 2008 and 20th March 2009, respectively, and a resolution of a duly authorised Committee of the Board of Directors of the Company passed on 20th March 2009.

4. The financial statements of the Company for the years ended 27th January 2007 and 26th January 2008, respectively, were audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, regulated by the Institute of Chartered Accountants of England and Wales, 1 Embankment Place, London WC2N 6RH, England.

The financial information on the Group and the Partnership contained in this document does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985 (the “Act”). Statutory accounts for the financial year ended 26th January 2008 and for the two preceding financial years have been delivered to the Registrar of Companies in England and Wales. The Company’s auditors have made a report under section 235 of the Act on the statutory accounts for the three financial years ended 26th January 2008 none of which was qualified within the meaning of section 262 of the Act and did not contain a statement made under section 237(2) or section 237(3) of the Act.

5. Except as disclosed in “John Lewis plc - Summary Financial Information” on pages 29 to 31 of this Prospectus, there has been no significant change in the financial or trading position of the Company or of the Group since 26th July 2008 and no material adverse change in the financial position or prospects of the Company or of the Group since 26th January 2008.

6. The Conditions and the Trust Deed provide that certification from two Directors of the Company in relation to certain covenants contained in the Conditions and determination as to whether or not a Subsidiary is a Principal Subsidiary shall be accepted and relied upon by the Trustee.

7. Neither the Company nor any Subsidiary is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus which may have or have had, in the recent past, significant effects on the financial position or profitability of the Company or of the Group.

8. The Bonds and Coupons will bear the following legend: “Any United States person who holds this obligation will be subject to limitations under U.S. income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the U.S. Internal Revenue Code of 1986 and regulations thereunder”.

9. The yield of the Bonds is 8.441 per cent. per annum calculated on the basis of the re-offer price of the Bonds and as at the date of this Prospectus. It is not an indication of future yield.

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10. The expenses in connection with the admission of the Bonds to the Official List and admission of the Bonds to trading on the Market are expected to amount to approximately £6,925.

11. For the period of 12 months starting on the date on which this Prospectus is made available to the public as required by the prospectus rules made by the Financial Services Authority, copies of the following documents may be inspected during usual business hours on any business day at the offices of Lovells, Atlantic House, Holborn Viaduct, London EC1A 2FG, England:

� (i) the Memorandum and Articles of Association of the Company;

� (ii) the audited consolidated financial statements of the Company for the financial years ended 27th January 2007 and 26th January 2008, respectively;

� (iii) the unaudited consolidated financial statements of the Company for the half year ended 26th July 2008;

� (iv) the Trust Deed dated 8th April 2009 between the Company and the Trustee constituting the Bonds and the coupons;

� (v) the Paying Agency Agreement dated 8th April 2009 between the Company, the Trustee, HSBC Bank plc as principal paying agent and the other agent named therein relating to the Bonds;

� (vi) the Subscription Agreement dated 6th April 2009 between the Company and the Managers relating to the subscription and offering of the Bonds; and

� (vii) this Prospectus.

This Prospectus will be published on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/en-gb/pricesnews/marketnews/.

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REGISTERED OFFICE OF THE COMPANY

171 Victoria Street London SW1E 5NN

England

TRUSTEE FOR THE BONDHOLDERS

Capita Trust Company Limited 7th Floor

Phoenix House 18 King William Street

London EC4N 7HE England

LEGAL ADVISERS

To the Company To the Managers and the Trustee

Lovells LLP Atlantic House

Holborn Viaduct London EC1A 2FG

England

Linklaters LLP One Silk Street

London EC2Y 8HQ England

AUDITORS

PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH

England

PRINCIPAL PAYING AGENT

HSBC Bank plc 8 Canada Square London E14 5HQ

England

PAYING AGENT

HSBC Institutional Trust Services (Ireland) Limited 1 Grand Canal Square Grand Canal Harbour

Dublin 2 Ireland

A09915382