Cash Tender Offer and Intention to Issue New Bonds

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, DISTRIBUTE OR PUBLISH THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

5 July 2010

JOHN LEWIS PLC

LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

John Lewis plc (the Offeror) announces that it is inviting holders of its outstanding £300,000,000 6.375 per cent. Bonds due 2012 (the Bonds) to tender their Bonds for purchase by the Offeror for cash (the Offer).

The Offer is made on the terms and subject to the conditions contained in the tender offer memorandum dated 5 July 2010 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

The Offeror will pay a cash purchase price for Bonds validly tendered and accepted by it for purchase pursuant to the Offer, which will be determined at or around 2.00 p.m. (London time) on the Business Day following the Expiration Deadline (the Pricing Time) in accordance with market convention and is intended to reflect a yield to maturity of the Bonds, expressed annually, on the Settlement Date based on the annualised sum of the Purchase Spread of +140 basis points and the Benchmark Security Rate. The Offeror will also pay Accrued Interest in respect of Bonds accepted for purchase pursuant to the Offer, all as further described in the Tender Offer Memorandum.

The Offeror proposes to accept up to £150,000,000 in aggregate nominal amount of the Bonds for purchase pursuant to the Offer (subject to the right of the Offeror to amend such amount as provided in the Tender Offer Memorandum) (the Maximum Acceptance Amount).

A summary of the terms appears below:

The Offeror also announces today its intention to issue new sterling-denominated fixed-rate bonds (the New Bonds) to institutional investors. The purpose of the Offer and the Offeror's contemplated issuance of the New Bonds is to extend the Offeror's debt maturity profile and raise new financing for the general corporate purposes of the Offeror. Bonds purchased by the Offeror pursuant to the Offer will be cancelled. Purchases of the Bonds under the Offer will be conditional upon, inter alia, the successful completion (in the determination of the Offeror) of the issue of the New Bonds (the New Financing Condition).

A Bondholder that wishes to subscribe for New Bonds in addition to tendering Bonds for purchase pursuant to the Offer will (subject as described in the Tender Offer Memorandum) receive priority in the allocation of the New Bonds. Such priority will be given for an aggregate nominal amount of New Bonds equal to the aggregate nominal amount of Bonds which are the subject of a valid Tender Instruction in which an allocation of New Bonds is also requested (such Tender Instruction, a Tender and New Issue Allocation Instruction), subject to the acceptance for purchase by the Offeror of the Bonds so tendered (such priority amount, a New Issue Allocation). To receive a New Issue Allocation, a Bondholder must first contact a Dealer Manager to register its interest and to obtain its unique reference number (or Allocation Code).

If the aggregate nominal amount of Bonds validly tendered in the Offer is greater than the Maximum Acceptance Amount, the Offeror will first accept for purchase those Bonds the subject of valid Tender and New Issue Allocation Instructions (including on a pro rata basis, if necessary), and the Offeror will only accept for purchase those Bonds the subject of valid Tender Instructions with no request for a New Issue Allocation (a Tender Only Instruction) (including on a pro rata basis, if necessary) if the aggregate nominal amount of the Bonds validly tendered in the Offer the subject of valid Tender and New Issue Allocation Instructions is less than the Maximum Acceptance Amount.

In relation to those Bonds tendered pursuant to the Offer that the Offeror accepts for purchase, if the aggregate nominal amount of Bonds the subject of Tender and New Issue Allocation Instructions (such Bonds, the New Issue Tendered Bonds) exceeds the Maximum Acceptance Amount, the New Issue Tendered Bonds will be accepted by the Offeror on a pro rata basis. In such circumstances, the New Issue Allocation each relevant Bondholder will receive will be equal to the aggregate nominal amount of Bonds accepted from each Bondholder pursuant to its Tender and New Issue Allocation Instruction following such pro rata scaling.

The final time by which Bondholders may submit Tender Instructions is 5.00 p.m. (London time) on 14 July 2010 (the Expiration Deadline). In order to participate in the Offer, Bondholders must deliver, or arrange to have delivered on their behalf, validly completed Tender Instructions in accordance with the procedures set out in the Tender Offer Memorandum. The deadlines set by any intermediary or clearing system will be earlier than the deadlines specified in the Tender Offer Memorandum.

Indicative pricing guidance for the New Bonds will be available from the Dealer Managers in advance of the Revocation Deadline (as defined below) and any Bondholder that wishes to obtain such indicative pricing guidance must contact the Dealer Managers for this information. Any such pricing guidance is indicative only and is non-binding on the Dealer Managers and the Offeror and the actual pricing for the New Bonds will only take place on the Business Day after the Expiration Deadline. Bondholders should further note that they will not be entitled to revoke their Tender Instructions as a result of the actual pricing for the New Bonds, whether or not this is consistent with, or differs from, the indicative pricing guidance available in advance of the Revocation Deadline.

Any Tender and New Issue Allocation Instruction submitted before noon (London time) on 14 July 2010 (the Revocation Deadline) will be revocable up to and including the Revocation Deadline but irrevocable from the Revocation Deadline. Tender Only Instructions will be irrevocable irrespective of the time of submission. The irrevocability of any Tender Instruction is subject in all cases to the limited circumstances described in the Tender Offer Memorandum under "Amendment and Termination".

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law), all as further described in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be made through RNS. Such announcements may also be (i) found on the relevant Reuters International Insider Screen and/or (ii) made by the issue of a press release to a Notifying News Service and/or (iii) made by the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for which can be found below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Bondholders may contact the Dealer Managers for information, the contact details for which can be found below.

The anticipated transaction timetable is summarised below:

This is an indicative timetable and may be subject to change. Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds by when such intermediary would need to receive instructions from a Bondholder to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified above.

Barclays Bank PLC and HSBC Bank plc are acting as Dealer Managers for this Offer. Lucid Issuer Services Limited is acting as Tender Agent. For detailed terms of the Offer please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Dealer Managers and the Tender Agent referred to below.

THE DEALER MANAGERS

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Bonds in the Offer. None of the Offeror, the Dealer Managers or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Bondholders should tender Bonds in the Offer.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from any Bondholder) in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States, Italy or any other jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Bonds that would permit a public offering of securities and the minimum denomination of the New Bonds will be £50,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Bonds cannot be tendered in the Offer by any such use, means, instrumentality or facility or from within the United States. Any purported tender of Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.

Each holder of Bonds participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

The Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). Neither the Offer, the Tender Offer Memorandum nor any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Bondholders are notified that, to the extent such holders are located or resident in Italy, the Offer is not available to them and they may not tender Bonds for purchase pursuant to the Offer nor may the New Bonds be offered, sold or delivered in Italy and, as such, any Tender Instructions received from or on behalf of such persons shall be ineffective and void, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer, the Bonds or the New Bonds may be distributed or made available in Italy.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Insofar as the communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is made to or directed at investment professionals (as defined in Article 19(5) of the Financial Promotion Order), it is made to or directed at persons having professional experience in matters relating to investments, and any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons, and persons who do not have professional experience in matters relating to investments should not rely upon it.

Belgium

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time) (the Belgian Public Offer Law), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and/or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier, are eligible to participate in the Offer. Neither this announcement nor the Tender Offer Memorandum has, or will be, submitted for clearance to or approved by the Autorité des Marchés Financiers.