Meeting of Creditors

Notice of Court Meeting

of

SCOTTISH & NEWCASTLE PLC

(Registered in Scotland with registered number SC016288)

Notice is hereby given that, in a petition presented by Scottish & Newcastle plc (the “Company” ) to the Court of Session in Edinburgh, Scotland (the “Court” ) and by an order pronounced on 20 February 2008 (the “Order” ), the Court has directed that a meeting (the “Court Meeting” ) of the holders of the Scheme Shares (as defined in the scheme of arrangement referred to below) be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the “Scheme” ) pursuant to section 425 of the Companies Act 1985 (the “Act” ) proposed to be made between the Company and the holders of the Scheme Shares (the “Scheme Shareholders” ), and that the meeting will be held at the Sheraton Grand Hotel, 1 Festival Square, Edinburgh on 31 March 2008, at 11.00 am (London time), at which place and time all Scheme Shareholders are invited to attend. In summary, Scheme Shareholders are holders of ordinary shares of 20 pence each in the Company other than Sunrise Acquisitions Limited, Carlsberg A/S, Heineken N.V. and members of their respective groups.

At the Court Meeting, the following resolution will be proposed:

“That the scheme of arrangement dated 22 February 2008 (the “Scheme” ), between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman hereof in its original form or with or subject to any modification, addition or condition approved or imposed by the Court, be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.”

Voting on the resolution will be by poll which may be conducted as the chairman of the Court Meeting shall determine. For the Court Meeting (or any adjournment thereof) to be properly convened, a quorum of three persons entitled to vote upon the business to be transacted, each being a Scheme Shareholder, the proxy of a Scheme Shareholder or (where the Scheme Shareholder is a corporation) a duly authorised representative must be present.

A copy of a circular (the “Circular” ) incorporating the Scheme and the explanatory statement required to be furnished pursuant to section 426 of the Act in relation to the Scheme is being sent to Scheme Shareholders. Further copies of the Circular may be obtained by any Scheme Shareholder from the Company’s website www.scottish-newcastle.com or from the registered office of the Company at 28 St Andrew Square, Edinburgh EH2 1AF, or from the Registrars at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or by calling 0871 384 2896 (8.30 am to 5.30 pm (London time) Monday to Friday except UK public holidays). Alternatively, if telephoning from outside the UK, you can contact the Registrar on +44 121 415 0274. Copies of the Circular may be inspected at those addresses during usual office hours.

The Scheme will be subject to the subsequent sanction of the Court.

Dated 22 February 2008.

Linklaters LLP

One Silk Street, London EC2Y 8HQ.

Morton Fraser LLP

30-31 Queen Street, Edinburgh EH2 1JX.

Solicitors to the Company.

Further information for Scheme Shareholders

Scheme Shareholders entitled to attend, speak and vote at the Court Meeting may vote in person at the Court Meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead (or any Scheme Shareholder which is a corporation may vote by way of authorised representative). A Form of Proxy for use at the Court Meeting is enclosed with the Circular which is being sent to Scheme Shareholders in connection with the Scheme.

Completion of the Form of Proxy will not prevent a Scheme Shareholder from attending and voting at the Court Meeting.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares. Scheme Shareholders are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different Scheme Share or Scheme Shares held by such holder. A space has been included in the Form of Proxy to allow Scheme Shareholders to specify the number of Scheme Shares in respect of which that proxy is appointed. Scheme Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their Scheme Shares.

Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company for further Forms of Proxy or photocopy the Form of Proxy as required. Such holders should also read the notes relating to multiple proxy voting instructions set out in Part VIII of the Circular and note the principles that will be applied in relation to multiple proxies.

It is requested that Forms of Proxy, together with any power of attorney (or other authority (if any) under which it is signed, or a duly certified copy thereof), are lodged (during normal working hours) at the offices of the Company’s registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for the Court Meeting (or adjourned meeting), but if the forms are not so lodged they may be handed to the Chairman at the Court Meeting before the start of the Court Meeting (or adjourned meeting).

Scheme Shareholders entitled to attend and vote at the Court Meeting may appoint a proxy electronically by logging on to www.sharevote.co.uk and entering the Reference Number, Card ID and Account Number shown on their Form of Proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

Scheme Shareholders entitled to attend and vote at the Court Meeting who hold their Scheme Shares through CREST may appoint a proxy using the CREST electronic proxy appointment service.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or (where that senior joint holder is a corporation) by authorised representative, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.00 pm on the day which is two days before the date of the Court meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time will be disregarded.