Smaller retaled party transaction

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW GREENE KING SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS AND THE SCHEME DOCUMENT WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

GREENE KING PLC

Smaller Related Party Transaction

Greene King plc ("Greene King" or the "Company") announces that as at 5 December 2014, Standard Life Investments Holdings Limited ("Standard Life") held more than 10 per cent. of the issued ordinary share capital of Greene King and also held a 1.2 per cent. stake in Spirit Pub Company plc ("Spirit").

Due to the size of Standard Life's holding in Greene King, the proposed acquisition of Standard Life's shares in Spirit (in connection with the offer by Greene King to acquire the whole of the issued and to be issued share capital of Spirit, in relation to which an announcement was made on 4 November 2014 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers) falls within Listing Rule 11.1.10R and a sponsor's written confirmation has been obtained by the directors of the Company from Citigroup Global Markets Limited and Lazard & Co., Limited stating that the arrangements are fair and reasonable as far as the Company's shareholders are concerned. In providing such confirmation, Citigroup Global Markets Limited and Lazard & Co., Limited have taken into account the Company's directors' commercial assessment of the proposed acquisition.

Under the Listing Rules, a separate vote of Greene King's independent shareholders will not be required in connection with this proposed smaller related party transaction.

There will be no impact on the expected timetable for Greene King's offer for Spirit, as announced on 4 November 2014.

Dated: 11 December 2014

Lazard & Co., Limited is authorised and regulated by the Financial Conduct Authority. Lazard & Co., Limited is acting exclusively as financial adviser to Greene King and no one else in connection with the offer by Greene King to acquire the whole of the issued and to be issued share capital of Spirit(the "Offer") and shall not be responsible to anyone other than Greene King for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the Offer or any matter referred to herein. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Citigroup Global Markets Limited is acting exclusively as financial adviser and corporate broker to Greene King and no one else in connection with the Offer and shall not be responsible to anyone other than Greene King for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in connection with the Offer or any matter referred to herein. Neither Citigroup Global Markets Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citigroup Global Markets Limited in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.