Notice of AGM

11 April 2014

Merlin Entertainments plc

AGM Notice

Publication of Annual Report and Accounts

Further to the release of the Company's final results on 27 February 2014, Merlin Entertainments plc announces that:

(i) its first Annual General Meeting will be held on 15 May 2014 at Lake View, Thorpe Park Resort, Staines Road, Chertsey, Surrey KT16 8PN commencing at 11.00 am;

(ii) its Annual Report and Accounts for the year ended 28 December 2013 are published today.

The following documents are being posted or made available to shareholders today:

(a) Notice of Annual General Meeting;

(b) Form of Proxy in relation to the Annual General Meeting;

(c) The Annual Report and Accounts for the year ended 28 December 2013.

Copies of these documents are also being submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.

The Notice of Annual General Meeting is also available to view on the Company's website at www.merlinentertainments.biz/investor-relations.

A condensed set of Financial Statements and information on important events that have occurred during the year ended 28 December 2013 and their impact on the Financial Statements were included in the Company's Preliminary Results Announcement on 27 February 2014, which is available on the Company's website referred to above. That information together with the information set out below in the Appendix to this Announcement (which is extracted from the Annual Report and Accounts for the year ended 28 December 2013), fulfil the requirements of DTR 6.3.5. This Announcement is not a substitute for reading the full Annual Report and Accounts. Page and note references in the text in the Appendix refer to page numbers in the Annual Report and Accounts and references in the Appendix to "this Report" are to the Annual Report and Accounts.

For further information please contact:

Merlin Entertainments plc

+44 (0)1202 440 082

Alistair Windybank, Investor Relations

Simon Whittington, Investor Relations

Tulchan Communications

+44(0)207 353 4200

Susanna Voyle

Stephen Malthouse

About Merlin Entertainments plc

Merlin Entertainments plc is a leading name in location-based, family entertainment. Europe's Number 1 and the world's second-largest visitor attraction operator, Merlin now operates 100 attractions, nine hotels and three holiday villages in 22 countries and across four continents. The company aims to deliver memorable and rewarding experiences to its 60 million visitors worldwide, through its iconic global and local brands, and the commitment and passion of its managers and more than 22,000 employees.

APPENDIX

(Extracted from the Annual Report and Accounts for the year ended 28 December 2013)

A. RISKS AND UNCERTAINTIES

The Board believes that appropriate processes are in place to monitor and mitigate risks and their potential adverse consequences to Merlin. Such risks are categorised under three headings; health, safety and security risks; operational and strategic risks; and financial risks.

Health, safety and security risks

Merlin's number one priority is delivering memorable, safe experiences to visitors and the Company puts the health, safety and welfare of both its customers and employees at the forefront of its operations. The Group's approach to safety management is based upon proactivity and continuous improvement to mitigate this risk. All incidents are recorded and reviewed to identify any trends or issues that might need to be addressed and relevant learning points are shared across the business.

Operational and strategic risks

Brands and offerings

Merlin's brand offerings have been built upon a reputation for innovation, consistency in quality and excellence in delivery. Revenues may be adversely affected by serious incident, accident or an occurrence such as a food-borne illness at the Group's restaurants or a problem with an item sold in its retail outlets. Merlin mitigates these risks by maintaining industry leading standards of operating procedures and training, safety and security systems, safety audits and supplier auditing and intelligence.

Competition

Merlin competes for consumer time and expenditure with other offers in the attractions sector and also with other leisure and recreational activities. The strength of the Group's brands and the Group's significant marketing leverage help to mitigate this risk. The Group's thorough market and competitor research programmes provide insight and understanding of its relative competitive position and its customers' expectations and whether their needs are being met.

General economic environment

The disposable income of customers and their leisure activity preferences are affected by changes in the general economic environment. The Group regularly engages with its customers through research and visitor feedback and acts upon the findings in reviewing its product and service offering to ensure that it provides reasons to visit, compelling and memorable experiences and value for money. The Group's spread of businesses across different locations and economies reduces its exposure to the economic variability of any one country.

Information technology

IT systems are integral to the Group's operations and secure, reliable and resilient IT systems performance is critical to Merlin's operational delivery and to our financial reporting processes. For example, the Group relies significantly on credit and debit card transactions by customers in many locations and particularly for online bookings. Our strategy of driving pre-booking transactions via the internet depends upon 24/7 accessibility and guest friendly functionality. Failure to deliver and maintain appropriate systems availability, or to apply strict 'Payment Card Industry' controls to card transactions, would hamper the Group's ability to trade and to report on performance. The Group has business continuity procedures, systems security measures, and procedural controls and processes in place to mitigate these risks.

Key personnel

Merlin is a 'people business' and the Group's performance depends largely on recruiting and retaining its employees and senior managers. Merlin mitigates the risk of losing key personnel through innovative recruitment, training and personal development programmes, proactively managed succession planning and through incentive schemes, including share ownership, to attract, develop, motivate and retain employees and senior managers.

Legal and regulatory

Merlin operates in many different jurisdictions and must comply with a variety of international, national, regional and local laws and regulations. The risk of non-compliance with material laws and regulations is mitigated through the appointment of specialist legal advisers in every jurisdiction in which the Group operates or is in the process of developing attractions. Together with the Group Legal Director, these resources ensure that the Board, Executive Committee, other committees and operational management are kept updated on material legal developments and risks and legal and regulatory compliance across the Group.

New site and attraction developments

The Group's ability to grow its business is dependent on securing new sites in the right locations and on the right terms as well as on obtaining the necessary planning permissions both for existing sites and new developments. Merlin's business development and site search teams are continuously identifying and evaluating options for new site locations, working closely with developers and planners in key cities and other locations around the world. They are building a pipeline of potential locations to mitigate this risk, whilst existing locations have developed site master plans to assist the securing of the necessary planning approvals. Through Merlin Magic Making, the Group's centre of excellence for innovation, creativity and product development, the Group is continually seeking out new and innovative products and means of delivering memorable experiences to its customers, including through new IP partnerships.

Property and the environment

With the increased focus on environmental laws and regulations in many jurisdictions around the world, the Group's ability to operate is subject to meeting local environmental laws and regulations. There is a clear focus on meeting legal requirements, in order to mitigate this risk. The Group's ability to maintain its operations at its leasehold sites is dependent on securing periodic lease renewals. Merlin's Property Director works proactively with site management and legal advisors in order to anticipate and manage such risks. The Group's spread of businesses across different locations and jurisdictions also reduces its exposure to any one site or jurisdiction.

Seasonality and weather

Many of Merlin's businesses are seasonal and extreme weather conditions at peak trading times could have an impact on business performance. Merlin seeks to maintain a balance in its portfolio between activities which are broadly indoor and outdoor. The Group's strategy of increasing its geographical spread of businesses, particularly across North America and the Asia Pacific region, further reduces the potential impact of this risk. Additionally, Merlin continues to grow its annual pass revenues and encourages pre-booked business through online dynamic pricing and targeted promotions. Each of these strategies protects the business from the impact of adverse weather that can influence impulse visits.

Financial risks

The Group's finance teams manage Merlin's financial risks in accordance with documented and communicated internal control procedures. All significant financing transactions are authorised by either the Executive Committee or the Board according to the scale of commitment. The four key financial risks affecting the Group are:

Credit risk

Counterparty credit ratings are regularly monitored, and there is no significant concentration of credit risk with any single counterparty.

Foreign currency risk

Merlin's borrowings are predominantly denominated in Sterling, Euros, US Dollars and Australian Dollars to broadly match the currencies of the underlying business revenues. Merlin keeps its currency exposure under review and mitigates this with hedging where it considers this to be appropriate.

Interest rate risk

Merlin finances its operations through a combination of debt and equity. Merlin's debt currently comprises floating rate bank debt. The resulting exposure to changing interest rates is managed by fixing an appropriate proportion of its bank debt through the use of interest rate swaps, transacted with its bank counterparties.

Liquidity risk

Cash forecasts identifying the liquidity requirements of the Group are produced frequently and are regularly reviewed to ensure that sufficient financial headroom exists for at least a twelve month period. Financial covenants relating to the Group's lending facilities include a requirement to maintain certain ratios of EBITDA to both net interest payable and net debt, and these are monitored regularly, with certificates of compliance provided to lenders on a quarterly basis. In addition, this review process includes reviewing the forecast liquidity position of the Group for at least the next three years.

B. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law. They have elected to prepare the parent Company financial statements in accordance with generally accepted accounting principles in the UK (UK GAAP). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the profit or loss of the Group for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:

- Select suitable accounting policies and then apply them consistently.

- Make judgements and estimates that are reasonable and prudent.

- For the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU.

- For the parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements.

- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

Having taken advice from the Audit Committee, the Remuneration Committee and the Health, Safety and Security Committee as well as from its legal and other professional advisers, the Board considers the Annual Report and Financial Statements, taken as a whole, to be fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

Neither the Company nor the Directors accept (and hereby excludes) any liability to any person in relation to this Report except to the extent that such liability is imposed by law and may not be validly excluded.

The Board confirms to the best of its knowledge that:

- The consolidated financial statements contained in this Report (which have been prepared in accordance with IFRSs as adopted by the EU), when taken as a whole, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group.

- The parent Company financial statements (which have been prepared in accordance with applicable UK Accounting Standards), give a true and fair view of the state of affairs of the parent Company.

- The Directors' Report and the other sections of this Report referred to therein together represent a fair review of the strategy, development and performance of the business and the position of the Group together with a description of the principal risks and uncertainties that it faces.

Nick Varney

Chief Executive Officer

Andrew Carr

Chief Financial Officer