Publication and posting of Scheme Document

YOUNG & CO.'S BREWERY, P.L.C.

("Young's")

(to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006)

Publication and posting of Scheme Document

Introduction

On 16 November 2023, the boards of Young's and City Pubs announced that they had reached agreement on the terms of a recommended offer pursuant to which Young's will acquire the entire issued and to be issued share capital of City Pubs (the "Transaction"). The Transaction is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication and posting of the Scheme Document

The board of City Pubs is pleased to announce that it has published a circular in relation to the Scheme (the "Scheme Document"), together with the Forms of Proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by City Pubs Shareholders.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting have been posted to City Pubs Shareholders. For information only, the Scheme Document will also be sent, or made available to, persons with information rights and to City Pubs Share Plan Participants.

Copies of this announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on City Pubs' website at https://www.citypubcompany.com/investors/ and at Young's website at https://www.youngs.co.uk/investors, up to and including the Effective Date. The contents of these websites are not incorporated into and do not form part of this announcement.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme requires, among other things, that the requisite majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majority of City Pubs Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, each of which will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 17 January 2024 are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or as soon as reasonably practicable thereafter as the Court Meeting shall have been concluded or adjourned). Forms of Proxy for use at such meetings will be enclosed with the Scheme Document.

The City Pubs Directors, who have been so advised by Houlihan Lokey and Liberum as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. In providing their advice to the City Pubs Directors, Houlihan Lokey and Liberum have each taken into account the commercial assessments of the City Pubs Directors. Houlihan Lokey and Liberum are providing independent financial advice to the City Pubs Directors for the purposes of Rule 3 of the Code.

Accordingly, the City Pubs Directors recommend unanimously that City Pubs Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the City Pubs Directors who are interested in City Pubs Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of, in aggregate, 5,260,351 City Pubs Shares representing, in aggregate, approximately 5 per cent. of City Pubs' total issued ordinary share capital as at the close of business on the Last Practicable Date.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy, or appoint a proxy online or through the CREST electronic proxy appointment service (as appropriate), as soon as possible.

Scheme Shareholders should carefully read the Scheme Document in its entirety before making a decision in respect of the Scheme.

Delisting of City Pubs Shares

If the Scheme is approved by the requisite majority of Scheme Shareholders, the Resolution is approved by City Pubs Shareholders, the Court sanctions the Scheme, all other Conditions to the Transaction are satisfied or (if capable of waiver) waived and the Scheme becomes Effective in accordance with its terms, then under the anticipated timetable, it is expected that dealings in City Pubs Shares will be suspended at 7.30 a.m. on the second Business Day following the Court Sanction Hearing, the Scheme will become Effective on the same day and the cancellation of the admission to trading of City Pubs Shares on the AIM will take effect by 8.00 a.m. on the following Business Day.

Expected Timetable of Principal Events

All times shown are London times unless otherwise stated. The dates and times given are indicative only and are based on City Pubs' and Young's current expectations and may be subject to change.

The following dates are indicative only and are subject to change (5) :

Notes:

• It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of a day that is not a Business Day) before the time and date set for the Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may be handed to the Chair of the Court Meeting at any time before the time that the Court Meeting is due to commence and will still be valid.
• WHITE Forms of Proxy for the General Meeting must be lodged no later than 48 hours (excluding any part of a day that is not a Business Day) before the time and date set for the General Meeting. WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.
• If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the date falling two Business Days before the date of the adjourned Meeting.
• This is the latest date by which the Scheme may become Effective unless Young's and City Pubs agree (and the Panel and, if required, the Court permit) a later date or if the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 to the Takeover Code.

Shareholder Helpline:

If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service or online, please contact the registrar of City Pubs, Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on +44 (0) 371 384 2050 (if calling from outside of the UK, please ensure the country code is used). Equiniti cannot provide advice on the merits of the Transaction or give any financial, legal or tax advice. Calls to Equiniti from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

City Pubs Share Plans

In accordance with Rule 15 of the Takeover Code, participants in the City Pubs Share Plans will be contacted shortly by way of joint letter (the "Rule 15 Letters"). The Rule 15 Letters contain details regarding the effect of the Scheme on participants' rights under the City Pubs Share Plans and the arrangements applicable to those participants, including details of appropriate proposals being made in relation to such rights and relevant dates and times.

Addleshaw Goddard LLP are acting as legal adviser to City Pubs in connection with the Transaction.

Slaughter and May are acting as legal adviser to Young's in connection with the Transaction.

Notices relating to financial advisers:

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Young's and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Young's for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.