John Lewis plc. Capita Trust Company Limited. Trust Deed

Transcription

1 John Lewis plc and Capita Trust Company Limited Trust Deed constituting The John Lewis Partnership Bond due 2016 This document, together with the Invitation, the Conditions (as defined herein) and the Partner Nominee Services Terms and Conditions (as defined herein), provides the basis for an invitation to invest in the Bonds (as defined herein) which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, issued by John Lewis plc which accepts responsibility for the information contained herein. This document has been approved as a financial promotion for United Kingdom publication by Ernst & Young LLP (Ernst & Young), 1 More London Place, London, SE1 2AF, which is authorised by the Financial Conduct Authority to conduct investment business. Ernst & Young is acting as sole Financial Advisor to the John Lewis plc, and no one else, in connection with the issue of the Bonds, and will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Ernst & Young or for advising any such person in relation to the issue of the Bonds. 1

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3 Table Of Contents Interpretation 4 Amount of the Bonds and Covenant to Pay 8 Form of the Bonds 9 Stamp Duties 9 Application of Moneys Received by the Trustee 10 Covenants 10 Remuneration and Indemnification of the Trustee 12 Provisions Supplemental to the Trustee Act 1925 and the Trustee Act Trustee Liable for Negligence 16 Waiver and Proof of Default 16 Trustee not Precluded from Entering into Contracts 16 Modification and Substitution 17 Appointment, Retirement and Removal of the Trustee 18 Communications 19 Governing Law 19 Schedule 1 Terms and Conditions of the John Lewis Partnership Bond 21 Schedule 2 Form of Permanent Global Bond Certificate 32 Schedule 3 Provisions for Meetings of Bondholders 34 3

4 This Trust Deed is made on 6 April 2011 between: (1) JOHN LEWIS PLC (the Company ) and (2) CAPITA TRUST COMPANY LIMITED (the Trustee, which expression, where the context so admits, includes any other trustee for the time being of this Trust Deed). Whereas: (A) The Company, incorporated in England and Wales, has authorised the issue of The John Lewis Partnership Bond due 2016 to be constituted by this Trust Deed. (B) The Bonds shall be registered in the name of the Nominee Service Provider or its nominee. The Nominee Services Provider will act as a provider of nominee services for the Bondholders on the terms set out in the Conditions and the Partner Nominee Services Terms and Conditions and shall maintain a register of the Bondholders (the Nominee Register ). No Bonds will be issued to any Bondholder other than pursuant to the Partner Nominee Services Terms and Conditions. Bondholders will receive a statement of their beneficial holdings of Bonds from the Nominee Services Provider but will not be entitled to receive a separate certificate for their Bonds from the Registrar. (C) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions. This Deed witnesses and it is declared as follows: 1 Interpretation 1.1 Definitions: The following expressions have the following meanings: Auditors means the auditors for the time being of the Company or, if they are unable or unwilling to carry out any action requested of them under this Trust Deed, such other firm of chartered accountants as may be nominated or approved in writing by the Trustee for the purpose Bondholder means each person who is for the time being shown in the Nominee Register as the holder of a particular principal amount of Bonds represented by the Permanent Global Bond Certificate (in which regard any certificate or other document issued by the Nominee Services Provider as to the principal amount of such Bonds standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to which shall be vested, as against the Company and the Trustee, solely in the registered holder of the Permanent Global Bond Certificate in accordance with and subject to its terms and the terms of the Trust Deed Bonds means the bonds substantially in the form set out in Schedule 1 comprising The John Lewis Partnership Bond due 2016 constituted by this Trust Deed and for the time being outstanding or, as the context may require, a specific number of them and includes 4

5 any replacement Bonds issued pursuant to the Conditions and (except for the purposes of Clause 3.1) the Permanent Global Bond Certificate Conditions means the terms and conditions set out in Schedule 1 as from time to time modified in accordance with this Trust Deed and, with respect to any Bonds represented by the Permanent Global Bond Certificate, as modified by the provisions of the Permanent Global Bond Certificate. Any reference to a particularly numbered Condition shall be construed accordingly Director means, in respect of a company, a member of the board of directors of such company and Directors shall be construed accordingly Event of Default means an event described in Condition 7 which, if so required by that Condition, has been certified by the Trustee to be, in its opinion, materially prejudicial to the interests of the Bondholders Extraordinary Resolution has the meaning set out in Schedule 3 FSMA means the Financial Services and Markets Act 2000 Gift Vouchers shall have the meaning given in the Conditions indebtedness means (a) borrowed money and premiums and accrued interest in respect thereof, (b) liabilities under or in respect of any acceptance or acceptance credit and (c) the outstanding principal and premium (if any) and accrued interest in respect of any notes, bonds, loan stock or other like securities whether secured or unsecured and whether issued in whole or in part for cash or other consideration Nominee Services Provider means Capita IRG Trustees Limited as provider of nominee services in connection with the Bonds pursuant to the Partner Nominee Services Terms and Conditions or any Successor outstanding means, in relation to the Bonds, all the Bonds issued except (a) those which have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Bonds to the date for such redemption and any interest payable under the Conditions after such date) have been duly paid to the Trustee or to the Nominee Service Provider or its nominee as provided in Clause 2 and remain available for payment against presentation and surrender of Bonds, (c) those which have become void, (d) those mutilated or defaced Bonds which have been surrendered in exchange for replacement Bonds and (e) (for the purpose only of determining how many Bonds are outstanding and without prejudice to their status for any other purpose) those Bonds alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued Partner Nominee Services Terms and Conditions means the terms and conditions of the partner nominee services of even date herewith relating to the Bonds between the Nominee Services Provider and each Bondholder Permanent Global Bond Certificate means the permanent global bond certificate which will represent the Bonds, substantially in the form set out in Schedule 2 5

6 Potential Event of Default means an event or circumstance which could, with the giving of notice, lapse of time, issue of a certificate and/or fulfilment of any other requirement provided for in Condition 7, become an Event of Default Principal Subsidiary means at any time any Subsidiary: (a) (b) (c) 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 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; 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 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 subparagraph (c) below; or 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 the 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, 6

7 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 subparagraph (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 or was or was not a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties Registrar means Capita Registrars Limited in its capacity as such or such other person as may from time to time be appointed by the Company as registrar with the written approval of, and in terms approved in writing by, the Trustee and notice of whose appointment is given to Bondholders pursuant to Clause 6.10 or any successor in relation thereto Subsidiary means (except in Clause 5.3) a subsidiary (within the meaning of Section 1159 of the Companies Act 2006) for the time being of the Company Successor means in relation to the Nominee Services Provider, such other person as may from time to time be appointed by the Company as Nominee Services Provider with the written approval of, and in terms approved in writing by, the Trustee and notice of whose appointment is given to Bondholders pursuant to Clause 6.10 successor company means in relation to the Company any company which, as the result of any amalgamation, merger or reconstruction the terms of which have previously been approved in writing by the Trustee, either:- (i) (ii) owns beneficially the whole or substantially the whole of the undertaking, property and assets owned by the Company immediately prior thereto; and carries on, as successor to the Company, the whole or substantially the whole of the business carried on by the Company immediately prior thereto this Trust Deed means this Trust Deed (as from time to time altered in accordance with this Trust Deed) and any other document executed in accordance with this Trust Deed (as from time to time so altered) and expressed to be supplemental to this Trust Deed and trust corporation means a trust corporation (as defined in the Law of Property 7

8 Act 1925) or a corporation entitled to act as a trustee pursuant to applicable foreign legislation relating to trustees. 1.2 Construction of Certain References: References to: costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect thereof pounds, sterling, pounds sterling, or pence are to the lawful currency for the time being of the United Kingdom and an action, remedy or method of judicial proceedings for the enforcement of creditors rights include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto. 1.3 Headings: Headings shall be ignored in construing this Trust Deed. 1.4 Schedules: The Schedules are part of this Trust Deed and have effect accordingly. 1.5 Contracts (Rights of Third Parties) Act 1999: A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed except and to the extent (if any) that this Trust Deed expressly provides for such Act to apply to any of its terms. 2 Amount of the Bonds and Covenant to Pay 2.1 Amount of the Bonds: The aggregate principal amount of the Bonds is limited to 57,750, Covenant to pay: The Company will, on any date when any Bonds become due to be redeemed, unconditionally pay to or to the order of the Trustee in London in pounds sterling in same day funds the principal amount of the Bonds becoming due for redemption on that date and will (subject to the Conditions) until such payment (both before and after judgment) unconditionally so pay to or to the order of the Trustee interest on the principal amount of the Bonds outstanding and deliver to or to the order of the Trustee, Gift Vouchers as set out in the Conditions provided that (1) subject to the provisions of Clause 2.4, payment of any sum or delivery of any Gift Vouchers due in respect of the Bonds made to the Nominee Services Provider or its nominee as provided in the Conditions and the Partner Nominee Services Terms and Conditions shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment or delivery to the relevant Bondholders under the Conditions and (2) a payment or delivery made after the due date or pursuant to Condition 10 will be deemed to have been made when the full amount due has been received by the Nominee Services Provider or its nominee or the Trustee and notice to that effect has been given to the Bondholders (if required under Clause 6.8), except to the extent that there is failure in its subsequent payment or delivery to the relevant Bondholders under the Conditions. The Trustee will hold the benefit of this covenant on trust for the Bondholders. 2.3 Discharge: Subject to Clause 2.4, any payment or delivery of Gift Vouchers to be made 8

9 in respect of the Bonds by the Company or the Trustee may be made as provided in the Conditions and any payment so made will (subject to Clause 2.4) to that extent be a good discharge to the Company or the Trustee, as the case may be. 2.4 Payment after a Default: At any time after an Event of Default or a Potential Event of Default has occurred the Trustee may: by notice in writing to the Company and the Nominee Services Provider, require the Nominee Services Provider, until notified by the Trustee to the contrary, so far as permitted by applicable law: (i) to act for the Trustee under this Trust Deed and the Bonds on the terms of the Partner Nominee Services Terms and Conditions (with consequential amendments as necessary and except that the Trustee s liability for the indemnification, remuneration and expenses of the Nominee Services Provider will be limited to the amounts for the time being held by the Trustee in respect of the Bonds on the terms of this Trust Deed) and thereafter to hold all Bonds and all moneys, documents and records held by it in respect of Bonds to the order of the Trustee or (ii) to deliver all Bonds and all moneys, Gift Vouchers, documents and records held by it in respect of the Bonds to the Trustee or as the Trustee directs in such notice and by notice in writing to the Company require it to make all subsequent payments or Gift Voucher deliveries in respect of the Bonds to or to the order of the Trustee and not to the Nominee Services Provider with effect from the receipt of any such notice by the Company in accordance with Clause 14; and from and including the date of receipt of such notice until the date on which such notice is withdrawn, proviso (1) to Clause 2.2 shall cease to have effect. 3 Form of the Bonds 3.1 The Global Bonds: The Bonds will be represented by the non-transferable Permanent Global Bond Certificate in the principal amount of 57,750,000. The Permanent Global Bond Certificate will not be transferable or negotiable save with respect to any Successor of the Nominee Services Provider. 3.2 Transfer: The Bonds will not be transferable or negotiable or capable of being dealt in on any stock exchange or other market. No interest of any Bondholder in the Bonds pursuant to the Partner Nominee Services Terms and Conditions or the Permanent Global Bond Certificate shall be transferable or negotiable except in the circumstances of the appointment of any Successor to the Nominee Services Provider. 4 Stamp Duties The Company will pay any stamp, issue, documentary or other taxes and duties, including interest and penalties, payable in the United Kingdom in respect of the creation, issue and offering of the Bonds and the execution or delivery of this Trust Deed. The Company will also indemnify the Trustee and the Bondholders from and against all stamp, issue, 9

10 documentary or other taxes paid by any of them in the United Kingdom in connection with any action taken by or on behalf of the Trustee or, as the case may be, the Bondholders to enforce the Company s obligations under this Trust Deed or the Bonds. 5 Application of Moneys Received by the Trustee 5.1 Declaration of Trust: All moneys or Gift Vouchers received by the Trustee in respect of the Bonds or amounts payable under this Trust Deed will, despite any appropriation of all or part of them by the Company, be held by the Trustee on trust to apply them (subject to Clause 5.2): first, in the case of moneys held, in payment of all costs, charges, expenses and liabilities properly incurred by the Trustee (including remuneration payable to it) in carrying out its functions under this Trust Deed secondly, in payment of any amounts owing in respect of the Bonds pari passu and rateably and thirdly, in payment of any balance to the Company for itself. If the Trustee holds any moneys or Gift Vouchers in respect of Bonds which have become void, the Trustee will hold them on these trusts. 5.2 Accumulation: If the amount of the moneys at any time available for payment in respect of the Bonds under Clause 5.1 is less than 10 per cent. of the principal amount of the Bonds then outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of the principal amount of the Bonds then outstanding and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause Investment: Moneys held by the Trustee may be invested in its name or under its control in any investments or other assets anywhere whether or not they produce income or deposited in its name or under its control at such bank or other financial institution in such currency as the Trustee may, in its absolute discretion, think fit. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest equal to the standard amount of interest payable by it on such a deposit to an independent customer. The Trustee may at any time vary or transpose any such investments or assets or convert any moneys so deposited into any other currency, and will not be responsible for any resulting loss, whether by depreciation in value, change in exchange rates or otherwise. 6 Covenants So long as any Bond is outstanding, the Company will: 6.1 Books of Account: keep, and procure that each Subsidiary keeps, proper books of account and allow, and procure that each such Subsidiary will allow, the Trustee and anyone appointed by it to whom the Company and/or the relevant Subsidiary has 10

11 no reasonable objection, access to its books of account at all reasonable times during normal business hours 6.2 Notice of Events of Default: notify the Trustee in writing immediately on becoming aware of the occurrence of any Event of Default or Potential Event of Default or any breach by it of any provision of the Bonds or this Trust Deed 6.3 Information: so far as permitted by applicable law, give the Trustee such information as it requires to perform its functions 6.4 Financial Statements etc.: send to the Trustee at the time of their issue, and, in the case of annual financial statements, in any event within 180 days of the end of each financial year, two copies in English of every balance sheet, profit and loss account, report or other notice, statement or circular issued, or which legally or contractually should be issued, to the members or creditors (or any class of them) of the Company or any holding company thereof generally in their capacity as such 6.5 Certificate of Directors: send to the Trustee, within 14 days of its annual audited financial statements being made available to its members, and also within 10 days of any request by the Trustee a certificate signed by any two Directors of the Company that, having made all reasonable enquiries, to the best of the knowledge, information and belief of the Company as at a date (the Certification Date ) not more than five days before the date of the certificate no Event of Default or Potential Event of Default or other breach of this Trust Deed had occurred since the Certification Date of the last such certificate or (if none) the date of this Trust Deed or, if such an event had occurred, giving details of it 6.6 Notices to Bondholders: send to the Trustee and the Nominee Services Provider the form of each notice to be given to Bondholders and, once given, two copies of each such notice, such notice to be in a form previously approved in writing by the Trustee (such approval, unless so expressed, not to constitute approval for the purposes of section 21 of the FSMA of any such notice which is a communication within the meaning of section 21 of the FSMA) 6.7 Further Acts: so far as permitted by applicable law, do such further things as may be necessary in the opinion of the Trustee to give effect to this Trust Deed 6.8 Notice of late payment: forthwith upon request by the Trustee or the Nominee Services Provider give notice to the Bondholders of any unconditional payment to the Nominee Services Provider or its nominee or the Trustee of any sum due in respect of the Bonds made after the due date for such payment 6.9 Register: maintain or procure that a register is kept by the Registrar and maintained by the Nominee Services Provider in respect of the Bonds 6.10 Change in Nominee Services Provider or Registrar: give at least 14 days prior notice to the Bondholders of any future resignation or removal or substitution of the Nominee Services Provider or Registrar and not make any such appointment or removal without the Trustee s written approval 6.11 Principal Subsidiaries: give to the Trustee at the same time as sending the certificate referred to in Clause 6.5 or within 28 days of a written request by the Trustee, a 11

12 certificate signed by any two Directors of the Company listing those Subsidiaries of the Company which as at the last day of the last financial year of the Company or as at the date specified in such request, as the case may be, were Principal Subsidiaries 6.12 Acquisition/Disposal etc.: give to the Trustee as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Principal Subsidiary or after any transfer is made to any Subsidiary which thereby becomes a Principal Subsidiary, a certificate signed by any two Directors of the Company to such effect, stating the date of any such acquisition, disposal or transfer and the identities of the transferor and transferee. 7 Remuneration and Indemnification of the Trustee 7.1 Normal Remuneration: So long as any Bond is outstanding the Company will pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as they may from time to time agree. Such remuneration will accrue from day to day from the date of this Trust Deed. However, if any payment to a Bondholder of moneys due in respect of any Bond is improperly withheld or refused, such remuneration will again accrue as from the date of such withholding or refusal until payment to such Bondholder is duly made. 7.2 Extra Remuneration: If an Event of Default or Potential Event of Default shall have occurred, the Company hereby agrees that the Trustee shall be entitled to be paid additional remuneration for work properly undertaken based on its normal hourly rates in force from time to time charged for similar work. In any other case, if the Trustee finds it expedient or necessary or is requested by the Company to undertake duties which they both agree to be of an exceptional nature or otherwise outside the scope of the Trustee s normal duties under this Trust Deed, the Company will pay such additional remuneration as they may agree (and which may be calculated by reference to the Trustee s normal hourly rates in force from time to time) or, failing agreement as to any of the matters in this sub-clause (or as to such sums referred to in Clause 7.1), as determined by a financial institution of international repute or person (acting as an expert) selected by the Trustee and approved by the Company or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such financial institution or person s fee will be borne by the Company. The determination of such financial institution or person will be conclusive and binding on the Company, the Trustee and the Bondholders. For the avoidance of doubt any duties in connection with the granting of waivers or modifications, the substitution of the Company or the taking of enforcement action against the Company and at any time during the period after the taking of such enforcement action shall be deemed to be of an exceptional nature. 7.3 Expenses: The Company will also on demand by the Trustee pay or discharge all costs, charges, liabilities and expenses properly incurred by the Trustee in the preparation and execution of this Trust Deed and the performance of its functions under this Trust Deed including, but not limited to, legal and travelling expenses and any stamp, documentary or other taxes or duties paid by the Trustee in connection with any legal proceedings brought or contemplated by the Trustee against the Company to enforce any provision of this Trust Deed or the Bonds. Such costs, charges, liabilities and expenses will: 12

13 7.3.1 in the case of payments made by the Trustee before such demand carry interest from the date of the demand at the rate of 3 per cent. per annum over the base rate of The Royal Bank of Scotland plc on the date on which the Trustee made such payments and in other cases carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date. 7.4 Continuing Effect: Clauses 7.3 and 8.18 will continue in full force and effect as regards the Trustee even if it no longer is Trustee. 7.5 Proceedings: At any time after the Bonds shall have become immediately 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 and the Bonds The Trustee shall not be bound to take such proceedings, step or action as provided for by Clause or any other action under or pursuant to this Trust Deed unless (i) directed to do so by an Extraordinary Resolution or (ii) requested to do so in writing by the holders of at least one-fifth in principal amount of the Bonds then outstanding and in either case only if it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing Only the Trustee may enforce the provisions of this Trust Deed or the Bonds. No Bondholder shall be entitled to proceed directly against the Company to enforce the performance of any of the provisions of this Trust Deed or of the Bonds unless the Trustee having become bound as aforesaid to take proceedings fails to do so within a reasonable period and such failure shall be continuing. 8 Provisions Supplemental to the Trustee Act 1925 and the Trustee Act Advice: The Trustee may act on the opinion or advice of, or information obtained from, any expert and will not be responsible to anyone for any loss occasioned by so acting whether such advice is obtained by or addressed to the Company, the Trustee or any other person. Any such opinion, advice or information may be sent or obtained by letter, or fax and the Trustee will not be liable to anyone for acting in good faith on any opinion, advice or information purporting to be conveyed by such means even if it contains some error or is not authentic. The Trustee may rely without liability to Bondholders on any certificate provided by two Directors of the Company pursuant to the Conditions and/or the Trust Deed, whether or not addressed to the Trustee. 8.2 Trustee to Assume Performance: The Trustee need not notify anyone of the execution of this Trust Deed or do anything to find out if an Event of Default or Potential Event of Default or any breach by the Company of any provision of the Bonds or this Trust Deed 13

14 has occurred. Until it has actual knowledge or express notice to the contrary, the Trustee may assume that no such event has occurred and that the Company is performing all its obligations under this Trust Deed and the Conditions. 8.3 Resolutions of Bondholders: The Trustee will not be responsible for having acted in good faith on a resolution purporting to have been passed at a meeting of Bondholders in respect of which minutes have been made and signed even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Bondholders. 8.4 Certificate signed by Directors: If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by any two Directors of the Company as to that fact or to the effect that, in their opinion, that act is expedient and the Trustee need not call for further evidence and will not be responsible for any loss occasioned by acting on such a certificate. 8.5 Deposit of Documents: The Trustee may appoint as custodian, on any terms, any bank or entity whose business includes the safe custody of documents or any lawyer or firm of lawyers believed by it to be of good repute and may deposit this Trust Deed and any other documents with such custodian and pay all sums due in respect thereof and the Trustee shall not be responsible or required to insure against any loss incurred in connection with such deposit. The Trustee is not obliged to appoint a custodian of securities payable to bearer. 8.6 Discretion: The Trustee will have absolute and uncontrolled discretion as to the exercise of its functions and will not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise. Whenever the Trustee is under the provisions of this Trust Deed bound to act at the request or direction of the Bondholders, the Trustee shall nevertheless not be so bound unless first indemnified and/or secured and/or prefunded to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses, losses and liabilities which it may incur by so doing. 8.7 Agents: Whenever it considers it expedient in the interests of the Bondholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money). 8.8 Delegation: Whenever it considers it expedient in the interests of the Bondholders, the Trustee may delegate to any person on any terms (including power to sub-delegate) all or any of its functions. 8.9 Nominees: In relation to any asset held by it under this Trust Deed, the Trustee may appoint any person to act as its nominee on any terms Confidentiality: Unless ordered to do so by a court of competent jurisdiction the Trustee shall not be required to disclose to any Bondholder any confidential financial or other 14

15 information made available to the Trustee by the Company and no Bondholder shall be entitled to take any action to obtain from the Trustee such information Determinations Conclusive: As between itself and the Bondholders the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive and shall bind the Trustee and the Bondholders Currency Conversion: Where it is necessary or desirable to convert any sum from one currency to another, it will (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified will be binding on the Company, the Bondholders Events of Default etc: The Trustee may determine whether or not an Event of Default or Potential Event of Default is in its opinion capable of remedy and/or materially prejudicial to the interests of the Bondholders. Any such determination will be conclusive and binding on the Company and the Bondholders Payment for and Delivery of Bonds: The Trustee will not be responsible for the receipt or application by the Company of the proceeds of the issue of the Bonds, any exchange of Bonds or the delivery of Bonds to the persons entitled to them Bonds held by the Company etc.: In the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a confirmation under Clause 6.3) that no Bonds are for the time being held by or on behalf of the Company or any Subsidiary Nominee Service Provider confirmation: The Trustee may call for and shall be at liberty to accept and place full reliance on as sufficient evidence thereof and shall not be liable to the Company or any Bondholder by reason only of either having accepted as valid or not having rejected any certificate or other document issued by the Nominee Services Provider as to the nominal amount of the Bonds beneficially owned by any person or any other matter (and any such certificate or other document so accepted by the Trustee shall, in the absence of manifest error, be conclusive and binding for all purposes) and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the Nominee Services Provider in accordance with its usual procedures and in which the holder of a particular nominal amount of the Bonds is clearly identified together with the amount of such holding Responsibility for agents etc.: If the Trustee exercises reasonable care in selecting any custodian, agent, delegate or nominee appointed under this clause (an Appointee ), it will not have any obligation to supervise the Appointee or any sub-delegate or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of the Appointee s or any sub-delegate s misconduct or default or the misconduct or default of any substitute appointed by the Appointee Indemnity: Without prejudice to the right of indemnity by law given to trustees, the Trustee and every attorney, manager, agent, delegate or other person appointed by 15

16 it under this Trust Deed is hereby indemnified by the Company against all liabilities, losses, costs, claims, actions, demands and expenses properly incurred by it or him in the execution or purported execution of the powers and trusts of this Trust Deed or of any powers, authorities or discretions vested in it or him pursuant to this Trust Deed and against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in anyway relating to this Trust Deed and failing due payment by the Company the Trustee may in priority to any payment to the Bondholders retain and pay out of any moneys in its hands upon the trusts of this Trust Deed the amount of any such liabilities and expenses and also the remuneration of the Trustee as hereinbefore provided Consent: Any consent or approval given by the Trustee for the purposes of this Trust Deed may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit. 9 Trustee Liable for Negligence Section 1 of the Trustee Act 2000 shall not apply to any function of the Trustee, provided that if the Trustee fails to show the degree of care and diligence required of it as trustee having regard to the provisions of this Trust Deed conferring on it powers, authorities and discretions, nothing in this Trust Deed shall relieve or indemnify it from or against any liability which would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it may be guilty. 10 Waiver and Proof of Default 10.1 Waiver: The Trustee may, without the consent of the Bondholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Bondholders will not be materially prejudiced thereby, waive or authorise, on such terms as seem expedient to it, any breach or proposed breach by the Company of this Trust Deed or the Conditions or determine that an Event of Default or Potential Event of Default will not be treated as such provided that the Trustee will not do so in contravention of an express direction given by an Extraordinary Resolution or a request made pursuant to Condition 11. No such direction or request will affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination will be binding on the Bondholders and, if the Trustee so requires, will be notified to the Bondholders as soon as practicable Proof of Default: Proof that the Company has failed to pay, in accordance with and subject to the Conditions, a sum due to the holder of any one Bond will (unless the contrary be proved) be sufficient evidence that it has made the same default as regards all other Bonds which are then payable. 11 Trustee not Precluded from Entering into Contracts The Trustee and any other person, whether or not acting for itself, may acquire, hold or dispose of any Bond or other security (or any interest therein) of the Company or any other person, may enter into or be interested in any contract or transaction with any such person and may act on, or as depositary or agent for, any committee or body of holders of any securities of any such person in each case with the same rights as it would have had if the Trustee were not acting as Trustee and need not account for any profit. 16

17 12 Modification and Substitution 12.1 Modification: The Trustee may agree without the consent of the Bondholders to any modification to this Trust Deed which is, in its opinion, of a formal, minor or technical nature or to correct a manifest error. The Trustee may also so agree to any modification to this Trust Deed which is in its opinion not materially prejudicial to the interests of the Bondholders, but such power does not extend to any such modification as is mentioned in the proviso to paragraph 2 of Schedule Substitution: The Trustee may, without the consent of the Bondholders, agree to the substitution of (i) a wholly-owned Subsidiary or (ii) a holding company of the Company and/or (iii) any successor company (the Substituted Obligor ) in place of the Company (or of any previous substitute under this sub-clause) as the principal debtor under this Trust Deed and the Bonds, provided that: (i) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed and the Bonds (with consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed and the Bonds as the principal debtor in place of the Company (ii) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Substituted Territory ) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Company is subject generally (the Company s Territory ), the Substituted Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Conditions 5.1(b) and 5.2(b) with the substitution for the references in those Conditions to the Company s Territory of references to the Substituted Territory whereupon the Trust Deed and the Bonds will be read accordingly (iii) if any two Directors of the Substituted Obligor certify that it will be solvent immediately after such substitution, the Trustee may rely absolutely on such certification and need not have regard to the Substituted Obligor s financial condition, profits or prospects or compare them with those of the Company (iv) the Company and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the Bondholders and (v) (unless the Company s successor in business is the Substituted Obligor as the principal debtor under this Trust Deed and the Bonds) the obligations of the Substituted Obligor as the principal debtor under this Trust Deed and the Bonds are unconditionally and irrevocably guaranteed by the Company to the Trustee s satisfaction by a document in such form and substance as the Trustee may require Release of Substituted Company: An agreement by the Trustee pursuant to this Clause 12.2 will, if so expressed, release the Company (or a previous substitute 17

18 of the Company) from any or all of its obligations under this Trust Deed and the Bonds. Notice of the substitution will be given to the Bondholders within 14 days of the execution of such documents and compliance with such requirements Completion of Substitution: On completion of the formalities set out in Clause 12.2, the Substituted Obligor will be deemed to be named in this Trust Deed and the Bonds as the principal debtor in place of the Company (or of any previous substitute) and this Trust Deed and the Bonds will be deemed to be amended as necessary to give effect to the substitution. 13 Appointment, Retirement and Removal of the Trustee 13.1 Appointment: Subject as provided in Clause 13.2, the Company has the power of appointing new trustees but no one may be so appointed unless previously approved by an Extraordinary Resolution. A trust corporation will at all times be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will be notified by the Company to the Bondholders as soon as practicable Retirement and Removal: Any Trustee may retire at any time on giving at least three months written notice to the Company without giving any reason or being responsible for any costs occasioned by such retirement and the Bondholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of a sole trust corporation will not be effective until a trust corporation is appointed as successor Trustee. If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, the Company will use all reasonable endeavours to procure that another trust corporation be appointed as Trustee, but if it fails to do so before the expiry of such three month notice period, the Trustee shall have the power to appoint a new Trustee Co-Trustees: The Trustee may, despite Clause 13.1, by written notice to the Company appoint anyone to act as an additional Trustee jointly with the Trustee: if the Trustee considers the appointment to be in the interests of the Bondholders to conform with a legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed or to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction. Subject to the provisions of this Trust Deed the Trustee may confer on any person so appointed such functions as it thinks fit. The Trustee may by written notice to the Company and that person remove that person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses properly incurred by it in performing its function as such separate trustee or co-trustee shall for the purposes of this Trust Deed be treated as costs, charges and expenses incurred by the Trustee. At the Trustee s request, the Company will forthwith do all things as may be required to perfect such appointment or removal and it irrevocably appoints the Trustee as its attorney in its name and on its behalf to do so. 18

19 13.4 Competence of a Majority of Trustees: If there are more than two Trustees the majority of them will be competent to perform the Trustee s functions provided the majority includes a trust corporation Successor Corporations: A corporation into which the Trustee is merged or converted or with which it is consolidated or which results from a merger/conversion or consolidation to which it is party shall, to the extent permitted by applicable law, be the successor Trustee under this Trust Deed without further formality. The Trustee shall forthwith notify such an event to the Company. 14 Communications Any communication shall be by letter or fax: in the case of the Company, to it at: Partnership House Carlisle Place London SW1P 1BX Fax no: Attention: Head of Treasury and in the case of the Trustee, to it at: 7th Floor Phoenix House 18 King William Street London EC4N 7HE Fax no: Attention: Manager, Corporate Trusts Communications will take effect, in the case of a letter, when delivered or, in the case of a fax, when the relevant delivery receipt is received by the sender; provided that any communication which is received outside business hours or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Communications not by letter shall be confirmed by letter but failure to send or receive that letter shall not invalidate the original communication. 15 Governing Law This Trust Deed, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law. 19

20 20

21 Schedule 1 Terms and Conditions of the John Lewis Partnership Bond The John Lewis Partnership Bond due 2016 (the Bonds ) of John Lewis plc (the Company ) are constituted by a trust deed (the Trust Deed ) dated 6 April 2011 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 Bondholders (as defined below). These Terms and Conditions of the Bonds (the Conditions ) include summaries of, and are subject to, the detailed provisions of the Trust Deed which includes the form of the Bonds. Copies of the Trust Deed and the terms and conditions of the partner nominee services relating to the Bonds between Capita IRG Trustees Limited as nominee services provider (the Nominee Services Provider which expression shall include any successor to the Nominee Services Provider appointed by the Company in accordance with the Trust Deed) and each Bondholder dated February 2011 (the Partner Nominee Services Terms and Conditions) in relation to the Bonds and the Trustee are available at and 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. Alternatively, call to request copies to be made available by mail. The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Partner Nominee Services Terms and Conditions applicable to the Bonds. 21

22 1. FORM, DENOMINATION AND TITLE (a) (b) (c) (d) Form and Denomination: The Bonds are held by or on behalf of the Nominee Services Provider as nominee for the Bondholders under the terms of the Partner Nominee Services Terms and Conditions in the denominations of 1,000 (the specified denomination ) and shall be represented by a permanent global bond certificate (the Permanent Global Bond Certificate ). Title: Each person who is for the time being shown in the nominee register maintained by the Nominee Services Provider (the Nominee Register ) as the holder of a particular principal amount of Bonds represented by the Permanent Global Bond Certificate (in which regard any certificate or other document issued by the Nominee Services Provider as to the principal amount of such Bonds standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to which shall be vested, as against the Company and the Trustee, in the registered holder of the Permanent Global Bond Certificate in accordance with and subject to its terms and the terms of the Trust Deed and the expressions Bondholder and holder of Bonds shall be construed accordingly. Each Bondholder must look to the registered holder of the Permanent Global Bond Certificate for its share of each payment made to the registered holder of the Permanent Global Bond Certificate. No Bondholder shall be entitled to have recorded within the Nominee Register against their name a holding of Bonds which exceeds an aggregate principal amount of 10,000. Transfer: Bonds shall not be capable of being transferred in whole or in part by any Bondholder and shall not be capable of being dealt in or negotiated on any stock exchange or other recognised exchange or capital market in the United Kingdom or elsewhere and no application has been or will be made to any stock exchange or other market for the listing of, or for permission to deal in, the Bonds. No interest of any Bondholder in the Bonds pursuant to the Nominee Register, the Partner Nominee Services Terms and Conditions or the Permanent Global Bond Certificate shall be transferable or negotiable. Register: The Company will maintain a register (the Register ) in respect of the Bonds to be kept by Capita Registrars Limited (the Registrar ) and which the Company shall procure to be administered by the Nominee Services Provider. The registered holder of the Permanent Global Bond Certificate shall be the Nominee Services Provider or its nominee. 2. STATUS The Bonds are unconditional and unsecured obligations of the Company and 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. 22

23 3. INTEREST AND GIFT VOUCHER PAYMENT 3.1 Each Bond bears interest from and including 6 April 2011 (the Commencement Date ) at 4.5 per cent. per annum (the Rate of Interest ). Interest shall accrue from day to day at the Rate of Interest and is payable to Bondholders by annual payments of 45 per specified denomination of the Bonds in arrear on 6 April in each year (each an Interest Payment Date ) until the Bonds are redeemed under the terms of Condition Bonds will cease to bear interest from and including 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 Nominee Services Provider 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). 3.3 If interest is required to be calculated in respect of any period which is shorter than 12 months, the amount of interest payable in respect of each Bond shall be calculated by applying the Rate of Interest to the specified denomination of each Bond, multiplying the product by the Day Count Fraction and rounding the resulting figure to the nearest penny (half a penny being rounded upwards). 3.4 In addition to interest payable in respect of each Bond in accordance with this Condition 3, each Bond bears a payment (a Gift Voucher Payment ) in the form of Gift Vouchers from and including the Commencement Date at a rate of 20 per annum per specified denomination of Bonds held (the Gift Voucher Payment Rate ). The Gift Voucher Payment shall accrue from day to day at the Gift Voucher Payment Rate and is payable to Bondholders annually in arrear on each Interest Payment Date until the Bonds are redeemed under the terms of these Conditions. 3.5 Bonds will cease to bear a Gift Voucher Payment from and including the due date for redemption unless after surrender of such Bond, payment of principal is improperly withheld or refused or unless default otherwise occurs in respect of the payment, in which case a Gift Voucher Payment shall continue to accrue on such portion of outstanding principal in accordance with this Condition until whichever is the earlier of (a) the day on which payment in full of such portion of outstanding principal is received by or on behalf of the relevant Bondholder and (ii) the day which is seven days after the Trustee or the Nominee Services Provider has notified Bondholders in accordance with Condition 11 of receipt of all sums due in respect of the Bond up to such seventh day (except to the extent that there is any subsequent default in payment). 3.6 If a Gift Voucher Payment is required to be calculated in respect of any period which is shorter than 12 months, the amount of a Gift Voucher Payment payable in respect of each Bond shall be calculated by applying two per cent. to the specified denomination of each Bond held, multiplying the product by the Day Count Fraction and rounding the resulting figure to the nearest penny (half a penny being rounded upwards) provided that the Gift Voucher Payment to be paid to a Bondholder in respect of the total amount of Bonds held by such Bondholder shall be made in the form of Gift Vouchers and for any 23

24 amount outstanding which is less than 5, cash. Day Count Fraction means in respect of any period shorter than 12 months, the actual number of days in such period divided by the number of days in a 12 month period. Gift Vouchers means vouchers issued in accordance with their terms and conditions by the Company in paper-based form, electronic gift card form or in any other form as the Company may determine and which may be applied against the total cost of any purchase with John Lewis and Waitrose (in store or online) or other stores or online retail outlets as may from time to time be specified in such terms and conditions. 4. Redemption All Bonds not previously repaid (in whole or in part) will be redeemed by the Company at their nominal amount on 6 April 2016 ( the Final Repayment Date ), subject as provided in Condition Payments 5.1 All payments of principal, interest and Gift Voucher Payments made in the form of cash pursuant to Condition 3.6 shall be made by the Company to the Nominee Services Provider and subject thereto by the Nominee Services Provider: (a) (b) by pounds sterling bank transfer to a pounds sterling account maintained by the payee with a bank in the United Kingdom. Such payment shall be made to the pounds sterling account notified to the Nominee Services Provider not later than 15 Business Days prior to the due date for any such payment and recorded in the Nominee Register by the Nominee Services Provider. Payment by the Company to the Nominee Services Provider shall constitute prima facie evidence that the payment in question has been made in accordance with this Condition); and in the case of interest paid or made under Condition 3, subject to the prevailing withholding tax at the basic rate of income tax (currently 20 per cent.) imposed in the United Kingdom by Her Majesty s Revenue & Customs but otherwise free and clear of, and without withholding or deduction for, any other taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Company or the Nominee Services Provider, as the case may be, shall make such further withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Company shall not be required to increase or gross-up any payment of principal or interest made hereunder. 5.2 All Gift Voucher Payments (except for a Gift Voucher Payment made in the form of cash pursuant to Condition 3.6) made in respect of the Bonds shall be made by the Company to the Nominee Services Provider and subject thereto by the Nominee Services Provider: (a) by Gift Vouchers mailed by the Nominee Services Provider to the Bondholder by uninsured first class mail to the address appearing in the Nominee Register; and 24

25 (b) in the case of Gift Voucher Payments made under Condition 3, subject to the prevailing withholding tax at the basic rate of income tax (currently 20 per cent.) imposed in the United Kingdom by Her Majesty s Revenue & Customs but otherwise free and clear of, and without withholding or deduction for, any other taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Company or the Nominee Services Provider, as the case may be, shall make such further withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, neither the Company nor the Nominee Services Provider shall be required to increase or gross-up any payment of principal or interest made hereunder. Any withholding or deduction required to be made in respect of a Gift Voucher Payment pursuant to this Condition 5.2(b) shall be deducted from the corresponding cash payment of interest to be made pursuant to Condition 5.1(b). 5.3 All payments of principal and interest and Gift Voucher Payments made in respect of the Bonds are subject in all cases to any applicable fiscal or other laws and regulations but without prejudice to the provisions of Conditions 5.1(b) and 5.2(b) of these Conditions. No commissions or expenses shall be charged to the Bondholders in respect of such payments. 5.4 Where a payment of principal and/or interest and/or Gift Voucher Payment to be made in the form of cash pursuant to Condition 3.6, is to be made by transfer to a pounds sterling account with a bank in the United Kingdom, payment instructions (for value the due date, or, if the due date is not a Business Day, for value the next succeeding Business Day) will be initiated on the due date for payment. A Gift Voucher Payment in the form of Gift Vouchers shall be mailed on the due date for payment. A Bondholder shall not be entitled to any interest or other payment in respect of any delay in payment resulting from (a) the due date for a payment not being a Business Day or (b) Gift Vouchers mailed in accordance with this Condition 5 arriving after the due date for payment or being lost in the mail. 5.5 All Bonds redeemed by the Company pursuant to these Conditions will be cancelled and will not be available for reissue. Cancellation of any Bond which is required by the Conditions to be cancelled will be effected by reduction in the principal amount of the Permanent Global Bond Certificate on its presentation to or to the order of the Registrar for notation in the Register. Bonds may not be purchased or held by the Company or any Subsidiary. 5.6 In the event that any income or other tax is deducted from a payment, the Company or the Nominee Services Provider, as the case may be, will issue to the Bondholder as soon as reasonably practicable a certificate of deduction of tax in respect of the tax deducted or withheld. 5.7 For the purposes of these Conditions, Business Day means a day other than a Saturday or a Sunday on which banks are open for general business in London. 6. No Prepayment 25

26 Subject to Condition 7, the Company shall not be entitled to pre-pay any or all of the principal of the Bonds prior to the Final Repayment Date. 7. 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 and Gift Voucher Payments, in any of the following events (each an Event of Default ): (a) (b) (c) (d) (e) (f) Non-Payment: default being made for a period of 28 days in the payment of interest on any of the Bonds or making of any Gift Voucher Payment when the same is due in accordance with these Conditions or the provisions of the Trust Deed; or Winding-up - Company: an order being made or an effective resolution being passed for the winding up of the Company; or 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 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 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 (d) 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 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 26

27 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 (g) (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 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 (h) above and, in relation to the Company, paragraph (f) 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 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 27

28 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) (c) 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 subparagraph (c) below; or 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 subparagraph (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 or was or was not a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties. 28

29 8. 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 and the Bonds, but it shall not be bound to take any such proceedings, step or action or any other action under or pursuant to the Trust Deed 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 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. 9. Non-Conversion The nominal amount of Bonds held by a Bondholder and any accrued interest or Gift Voucher Payment shall not be capable of conversion into shares or other securities in the Company. 10. Transfer and Transmission 10.1 Bonds are not transferable in whole or in part and the Directors shall not approve or arrange any registration of a transfer of Bonds. No interest of any Bondholder in the Bonds pursuant to the Nominee Register, the Partner Nominee Services Terms and Conditions or the Permanent Global Bond Certificate shall be transferable or negotiable Any person becoming entitled to a Bond as a result of the death of a holder of a Bond or of any other event giving rise to the transmission of such Bond by operation of law may, upon producing such evidence as reasonably required by the Directors of the Company, be registered as the holder of such Bond In the case of death of a registered holder of a Bond, the only persons recognised by the Company as having any title to the Bond of such registered holder are the executors or administrators of that deceased registered holder s estate or such other person or persons as the Directors of the Company may reasonably determine. 11. Notices Notices required to be given to Bondholders may be given by their being delivered, in sufficient quantity if any such notice is to be sent in hard copy to Bondholders, to the Nominee Services Provider or in such other manner as the Trustee may approve. 12. Meetings of Bondholders, Modification, Determination, 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 one 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 one or more persons being or representing 29

30 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 (as more particularly described in the Trust Deed), the necessary quorum for passing an Extraordinary Resolution will be one 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. The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. of the principal amount of the Bonds for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. 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. The Trustee may agree, without the consent of the Bondholders 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 or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, provided that, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders. In connection with the exercise of its functions (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 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 be entitled to claim from the Company any indemnifications or payment in respect of any tax consequences of any such exercise upon individual 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 consent of the Bondholders, (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 and the Bonds subject to the Company unconditionally and irrevocably guaranteeing that Subsidiary s or holding company s obligations in respect of the Trust Deed and the Bonds 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. Any such modification, waiver, determination, authorisation or substitution shall be binding on the Bondholders 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 11 above. 30

31 13. Indemnification of the Trustee The Trust Deed contains provisions for the indemnification by the Company of the Trustee and for the Trustee s relief from responsibility in certain circumstances, including provisions relieving it from taking proceedings or any other step or action 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. 14. 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 Capita Registrars Limited 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. 15. Governing Law The Trust Deed and the Bonds 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. 16. 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

32 Schedule 2 Form of Permanent Global Bond Certificate John Lewis plc (Incorporated in England and Wales with limited liability under registered number ) 57,750,000 Partnership Bond due 2016 Permanent Global Bond Certificate This is to certify that Capita IRG Trustees Limited (the Nominee Services Provider ) or its nominee is the person whose name is entered in the register kept by Capita Registrars Limited and maintained by the Nominee Services Provider in relation to the Bonds (as defined below) as the duly registered holder and is entitled to a principal sum of: Fifty Seven Million, Seven Hundred and Fifty Thousand Pounds Sterling on 6 April 2016 (or such earlier date as such principal sum may become payable in accordance with the terms and conditions (the Conditions ) of the John Lewis Partnership Bond designated above (the Bonds ) set out in Schedule 1 to the Trust Deed dated 6 April 2011 (the Trust Deed ) between John Lewis plc (the Company ) and Capita Trust Company Limited as trustee (the Trustee )) upon presentation and surrender of this Permanent Global Bond Certificate and to interest at the rate of 4.5 per cent. per annum on such principal sum payable in arrear on 6 April in each year in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Bonds as well as to delivery of Gift Vouchers in the amount and at the times provided in the Conditions. The aggregate principal amount from time to time of this Permanent Global Bond Certificate shall be that amount not exceeding 57,750,000 as shall be shown in the register, which shall be completed by or on behalf of the Registrar upon the redemption of Bonds represented hereby. Except as otherwise described herein, this Permanent Global Bond Certificate is subject to the Conditions and the Trust Deed and its holder shall be entitled to the same benefits as if it were the holder of definitive Bond certificates as if such definitive Bond certificates had been issued on the date of this Permanent Global Bond Certificate. Each person who is for the time being shown in the records of the Nominee Services Provider as the holder of a particular principal amount of Bonds represented by this Permanent Global Bond Certificate (each an Accountholder ) (in which regard any certificate or other document issued by the NomineeService Provider as to the principal amount of such Bonds standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to which shall be vested, as against the Company and the Trustee, solely in the registered holder of this Permanent Global Bond Certificate in accordance with and subject to its terms and the terms of the Trust Deed. Each Accountholder must look solely to the registered holder of this Permanent Global Bond Certificate for its share of each payment made to the registered holder of this Permanent Global Bond Certificate. This Permanent Global Bond Certificate shall not be exchangeable into definitive Bond certificates. 32

33 Prescription Claims in respect of principal and interest in respect of this Permanent Global Bond Certificate 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 or Gift Vouchers) from 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 Nominee Services Provider or its nominee or the Trustee on or prior to such due date, it means the date on which, the full amount of such money or Gift Vouchers having been so received, notice to that effect shall have been duly published in accordance with Condition 13. This Permanent Global Bond Certificate shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Registrar. This Permanent Global Bond Certificate, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law. This Permanent Global Bond Certificate shall not be transferable or negotiable or capable of being dealt in on any stock exchange or other market. In witness whereof the Company has caused this Permanent Global Bond Certificate to be signed on its behalf. Dated 6 April 2011 John Lewis plc By: This Permanent Global Bond Certificate is authenticated by or on behalf of the Registrar without recourse, warranty or liability. By: Authorised Signatory For the purposes of authentication only 33

34 Schedule 3 Provisions for Meetings of Bondholders Interpretation 1 In this Schedule: 1.1 references to a meeting are to a meeting of Bondholders and include, unless the context otherwise requires, any adjournment 1.2 agent means a holder of a voting certificate or a proxy for a Bondholder 1.3 block voting instruction means an instruction issued in accordance with paragraphs 7 to Extraordinary Resolution means a resolution passed at a meeting duly convened and held in accordance with this Trust Deed by a majority of at least 75 per cent. of the votes cast 1.5 voting certificate means a certificate issued in accordance with paragraphs 5, 6 and 11 and 1.6 references to persons representing a proportion of the Bonds are to Bondholders or agents holding or representing in the aggregate at least that proportion in principal amount of the Bonds for the time being outstanding. Powers of meetings 2 A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Trust Deed, have power by Extraordinary Resolution: 2.1 to sanction any proposal by the Company or the Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Bondholders against the Company whether or not those rights arise under this Trust Deed 2.2 to sanction the exchange or substitution for the Bonds of, or the conversion of the Bonds into, shares, bonds or other obligations or securities of the Company or any other entity 2.3 to assent to any modification of this Trust Deed or the Bonds proposed by the Company or the Trustee 2.4 to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution 2.5 to give any authority, direction or sanction required to be given by Extraordinary Resolution 2.6 to appoint any persons (whether Bondholders or not) as a committee or committees to represent the Bondholders interests and to confer on them any powers or discretions which the Bondholders could themselves exercise by Extraordinary Resolution 34

35 2.7 to approve a proposed new Trustee and to remove a Trustee 2.8 to approve the substitution of any entity for the Company (or any previous substitute) as principal debtor under this Trust Deed without prejudice to Clause of the Trust Deed and 2.9 to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Bonds provided that the special quorum provisions in paragraph 19 shall apply to any Extraordinary Resolution (a special quorum resolution ) for the purpose of subparagraph 2.2 or 2.8 or for the purpose of making a modification to this Trust Deed or the Bonds which would have the effect of: (i) (ii) (iii) (iv) modifying the maturity of the Bonds or the dates on which interest is payable on them or Gift Vouchers are deliverable in respect of them or reducing or cancelling the principal amount of, or interest on, or Gift Vouchers to be delivered in respect of the Bonds or changing the currency of payment of the Bonds or modifying the provisions in this Schedule concerning the quorum required at a meeting or the majority required to pass an Extraordinary Resolution or (v) amending this proviso. Convening a meeting 3 The Company or the Trustee may at any time convene a meeting. If it receives a written request by Bondholders holding at least 10 per cent. in principal amount of the Bonds for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Trustee shall convene a meeting. Every meeting shall be held at a time and place approved by the Trustee. 4 At least 21 days notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Bondholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and place of meeting and, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall explain how Bondholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable. Arrangements for voting 5 If a Bondholder wishes to obtain a voting certificate for a meeting, it must notify the Nominee Services Provider that it wishes to do so at least 48 hours before the time fixed for the meeting. The Nominee Services Provider shall then procure the issue of a voting certificate. 6 A voting certificate shall: 35

36 6.1 be a document in the English language 6.2 be dated 6.3 specify the meeting concerned and the amount of the Bonds represented and 6.4 entitle, and state that it entitles, its addressee to attend and vote at that meeting in respect of those Bonds. 7 If a holder of a Bond wishes the votes attributable to it to be included in a block voting instruction for a meeting, then, at least 48 hours before the time fixed for the meeting, (i) it must notify the Nominee Services Provider that it wishes to do so and (ii) it must direct the Nominee Services Provider as to how those votes are to be cast. The Nominee Services Provider shall procure the issue of a block voting instruction in respect of the votes attributable to all such Bonds. 8 A block voting instruction shall: 8.1 be a document in the English language 8.2 be dated 8.3 specify the meeting concerned 8.4 list the total amount of the Bonds represented, distinguishing with regard to each resolution between those voting for and those voting against it 8.5 certify that such list is in accordance with requests made and directions received as provided in paragraph 11 and 8.6 appoint a named person (a proxy ) to vote at that meeting in respect of those Bonds and in accordance with that list. A proxy need not be a Bondholder. 8.7 Once a block voting instruction has been issued for a meeting in respect of the votes attributable to any Bonds the directions to which it gives effect may not be revoked or altered during the 48 hours before the time fixed for the meeting. 9 Each block voting instruction shall be deposited at least 24 hours before the time fixed for the meeting at such place as the Trustee shall designate or approve, and in default it shall not be valid unless the chairman of the meeting decides otherwise before the meeting proceeds to business. If the Trustee requires, a notarially certified copy of each block voting instruction shall be produced by the proxy at the meeting but the Trustee need not investigate or be concerned with the validity of the proxy s appointment. 10 A vote cast in accordance with a block voting instruction shall be valid even if it or any of the Bondholders instructions pursuant to which it was executed has previously been revoked or amended, unless written intimation of such revocation or amendment is received from the Nominee Services Provider by the Company at its registered office or the Trustee at its principal office or by the chairman of the meeting in each case at least 24 hours before the time fixed for the meeting. 36

37 11 No Bond may be represented at the same time by both a voting certificate and a block voting instruction for the same meeting. Chairman 12 The chairman of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Bondholders or agents present shall choose one of their number to be chairman, failing which the Company may appoint a chairman. 13 The chairman may, but need not, be a Bondholder or agent. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting. Attendance 14 The following may attend and speak at a meeting: 14.1 Bondholders and agents 14.2 the chairman 14.3 the Company, the Nominee Services Provider and the Trustee (through their respective representatives) and their respective financial and legal advisers. No one else may attend or speak. Quorum and Adjournment 15 No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Bondholders or if the Company and the Trustee agree, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved. 16 One or more Bondholders or agents present in person shall be a quorum: 16.1 in the cases marked No minimum proportion in the table below, whatever the proportion of the Bonds which they represent 16.2 in any other case, only if they represent the proportion of the Bonds shown by the table below. 37

38 Column 1 Column 2 Column 3 Purpose of meeting Any meeting except one Meeting previously adjourned referred to in column 3 through want of a quorum To pass a special quorum resolution To pass any other Extraordinary Resolution Required proportion Not less than three-quarters A clear majority Required proportion Not less than a clear majority No minimum proportion Any other purpose 10 per cent. No minimum proportion 17 The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph At least 10 days notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting. Voting 19 Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the Company, the Trustee or one or more persons representing 2 per cent. of the Bonds. 20 Unless a poll is demanded a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. 21 If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. 22 A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once. 23 On a show of hands every person who is present in person and who produces a Bond or a voting certificate or is a proxy has one vote. On a poll every such person has one vote for each 1,000 principal amount of Bonds so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. 24 In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have. 38

39 Effect and Publication of an Extraordinary Resolution 25 An Extraordinary Resolution shall be binding on all the Bondholders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Company shall give notice of the passing of an Extraordinary Resolution to Bondholders within 14 days but failure to do so shall not invalidate the resolution. Minutes 26 Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted. Written Resolutions 27 A written resolution signed by the holders of 75 per cent. in principal amount of the Bonds outstanding shall take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. Trustee s Power to Prescribe Regulations 28 Subject to all other provisions in this Trust Deed the Trustee may without the consent of the Bondholders prescribe such further or alternative regulations regarding the holding of meetings and attendance and voting at them as it in its sole discretion determines including (without limitation) such requirements as the Trustee thinks reasonable to satisfy itself that the persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and as to the form of voting certificates or block voting instructions so as to satisfy itself that persons who purport to attend or vote at a meeting are entitled to do so. 39

40 This Trust Deed is delivered on the date stated at the beginning. EXECUTED as a DEED by JOHN LEWIS PLC acting by Title: Title: EXECUTED as a DEED by CAPITA TRUST COMPANY LIMITED acting by Director: Director: 40