HEATHROW FINANCE PLC - RESULTS OF MEETINGS

NOTICE OF RESULT OF consent solicitation

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

Heathrow Finance plc

(incorporated with limited liability under the laws of the United Kingdom)

(formerly BAA (SH) plc)

(the Issuer)

RESULTS OF MEETINGS

of the holders (the Noteholders) of the Issuer's outstanding

£250,000,000 5.75 per cent. Senior Secured Notes due 2025 (XS1120937617) (the HFP 2025 Notes) of which £250,000,000 principal amount remains outstanding

£275,000,000 3.875 per cent. Senior Secured Notes due 2027 (XS1622694617) (the HFP 2027 Notes) of which £275,000,000 principal amount remains outstanding

(together, the Notes and each a Series)

NOTICE IS HEREBY GIVEN to Noteholders of each Series of Notes of the outcomes of the separate meetings of such holders, convened by Notices published through Euroclear Bank SA/NV or Clearstream Banking, S.A., as applicable, on 28 January 2019 (the Notice), and each held on 28 February 2019 (the Meetings), at which the relevant Extraordinary Resolution set out in the Notice relating to amendments to the terms and conditions of the relevant Series of Notes was considered.

In respect of each Series of Notes, the Extraordinary Resolution set out in the relevant Notice was duly passed at the relevant Meeting. In addition, each Supplemental Trust Deed implementing the amendments has been executed by the relevant parties thereto and therefore the Consent Conditions in respect of each Series of Notes have been satisfied.

Accordingly, the modifications referred to in each Extraordinary Resolution in respect of each Series of Notes have been implemented with effect on and from 28 February 2019 and payment of any Consent Fee by the Issuer to eligible Noteholders is expected to be on or around 8 March 2019.

In response to the approval of the Extraordinary Resolutions, Sally Ding, Director of Treasury and Corporate Finance, said:

"We are delighted with and appreciate the level of engagement that our creditors have provided in support of the consent proposal. The proposal ensures that the original intent of our financing agreements is maintained as accounting standards evolve."

Capitalised terms used herein and not otherwise defined have the meaning given to them in the Notice.

This announcement is made by Heathrow Finance plc.

For investor enquiries, please contact James Hoskins on +44 (0)7525 597567.

For further information, please contact the Solicitation Agents:

Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom (Attention: Liability Management Group, Telephone: +44 20 3134 8515, Email: [email protected])

HSBC Bank plc, 8 Canada Square, Canary Wharf, London E14 5HQ, United Kingdom (Attention: Liability Management Group, Telephone: +44 20 7992 6237, Email: [email protected])

Lloyds Bank Corporate Markets plc, 10 Gresham Street, London EC2V 7AE, United Kingdom (Attention: Liability Management Team, Commercial Banking, Telephone: +44 20 7158 1719/1726, Email: [email protected])

Dated: 1 March 2019