IMPORTANT NOTICE

THE OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIEDINSTITUTIONAL BUYERS (QIBs) WITHIN THE MEANING OF RULE 144A (RULE 144A) UNDER THEU.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT), OR (2) PERSONS WHO ARENOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) AND WHO AREOUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (REGULATION S) UNDER THEU.S. SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEANECONOMIC AREA, A QUALIFIED INVESTOR).

IMPORTANT: You must read the following before continuing. The following applies to the offeringmemorandum following this notice, and you are therefore advised to read this carefully before reading, accessing or makingany other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the followingterms and conditions, including any modifications to them any time you receive any information from us as a result of suchaccess.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FORSALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, ANDWILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATEOF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLESTATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANYOTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING,DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED.FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACTOR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your representation: In order to be eligible to view the offering memorandum or make aninvestment decision with respect to the securities described therein, investors must be either (1) QIBs or (2) persons who arenot U.S. persons (as defined in Regulation S) and who are outside the United States investing in the securities in an offshoretransaction in reliance on Regulation S; provided that investors resident in a member state of the European Economic Area arequalified investors (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure ineach member state of the European Economic Area). The offering memorandum is being sent at your request. By acceptingthe email and accessing the offering memorandum, you shall be deemed to have represented to each of the Initial Purchasers(each as defined in the attached offering memorandum), being the sender or senders of the offering memorandum, that:

(1) you consent to delivery of such offering memorandum by electronic transmission;

(2) either:

(a) you and any customers you represent are QIBs, or

(b) the email address that you gave us and to which the email has been delivered is not located inthe United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands,Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of theUnited States or the District of Columbia; and

(3) if you are resident in a member state of the European Economic Area, you are a qualified investor.

(4) Prospective purchasers that are QIBs are hereby notified that the seller of the securities will be relying onthe exemption from the provisions of Section 5 of the U.S. Securities Act pursuant to Rule 144A.

You are reminded that the offering memorandum has been delivered to you on the basis that you are a person intowhose possession the offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction inwhich you are located and you may not, nor are you authorised to, deliver the offering memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer orsolicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering bemade by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker ordealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of theIssuer (as defined in the attached offering memorandum) in such jurisdiction. Under no circumstances shall the offeringmemorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities inany jurisdiction in which such offer, solicitation or sale would be unlawful.

The offering memorandum has been sent to you in an electronic form. You are reminded that documents transmittedvia this medium may be altered or changed during the process of electronic transmission and consequently neither the InitialPurchasers, nor any person who controls the Initial Purchasers, nor any of their directors, officers, employees or agents,accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed toyou in electronic format and the hard copy version available to you on request from the Initial Purchasers.

CONFIDENTIALOFFERING MEMORANDUM

NOT FOR GENERAL DISTRIBUTIONIN THE UNITED STATES

AA Bond Co Limited735,000,000 5.500% Class B2 Secured Notes due 2043

AA Bond Co Limited, a public limited liability company incorporated in Jersey (the Issuer), is offering (the Offering) 735,000,000aggregate principal amount of 5.500% Class B2 Secured Notes due 2043 (the Class B2 Notes).

The Issuer will pay interest on the Class B2 Notes semi-annually in arrears on each 31 January and 31 July, commencing 31 July 2015.Interest on the Class B2 Notes will accrue at a rate of 5.500% per annum from (and including) the Issue Date (as defined below) up to (but excluding)31 July 2022 (the Class B2 Note Adjustment Date) and from (and including) the Class B2 Note Adjustment Date will accrue at a reduced rate of5.000% per annum. The Class B2 Notes are expected to be redeemed in full on 31 July 2022 (the Class B2 Note Expected Maturity Date). Afterthe Class B2 Note Expected Maturity Date, if the Class B2 Notes are not redeemed in full, interest will continue to accrue on the Class B2 Notes at theapplicable rate, but payment of interest will be deferred. Unless previously redeemed in full, the Class B2 Notes will finally mature on 31 July 2043(the Class B2 Note Final Maturity Date).

The Issuer will, upon satisfaction of the Escrow Release Conditions defined below, lend the gross proceeds from the Offering of the Class B2Notes to AA Senior Co Limited, a private company incorporated in England and Wales with limited liability (the Borrower), pursuant to a term loan (theClass B2 Loan) under the Class B2 Issuer/Borrower Loan Agreement (the Class B2 IBLA) to be entered into on the Issue Date. The economic terms ofthe Class B2 Loan (including, among other things, with respect to interest rates) will generally be the same as the terms of the Class B2 Notes. The Class B2Loan will mature on 31 July 2022 (the Class B2 Loan Maturity Date). The Issuers obligations to pay principal and interest on the Class B2 Notes areintended to be met from the corresponding payments of principal and interest on the Class B2 Loan by the Borrower under the Class B2 IBLA.

The Borrower may prepay the Class B2 Loan in whole or in part at any time on or after 31 July 2018 at the prepayment prices specified herein. Priorto 31 July 2018, the Borrower may prepay the Class B2 Loan in whole or in part at a prepayment price equal to 100% of the principal amount thereof, plusaccrued and unpaid interest, and additional amounts, if any, up to the prepayment date plus the applicable make-whole premium, as described herein. Inaddition, prior to 31 July 2018, the Borrower may use the net proceeds of specified equity offerings to prepay up to 40% of the aggregate principal amount ofthe Class B2 Loan at a prepayment price equal to 105.500% of the principal amount of the Class B2 Loan prepaid, plus accrued and unpaid interest, andadditional amounts, if any, up to the prepayment date, provided that at least 60% of the original aggregate principal amount of the Class B2 Loan remainsoutstanding following the prepayment. Additionally, the Borrower may prepay all, but not less than all, of the Class B2 Loan at a prepayment price equal to100% of the principal amount thereof, plus accrued and unpaid interest, and additional amounts, if any, up to the prepayment date upon the occurrence of certainchanges in applicable tax law. Upon certain events constituting a change of control, the Borrower may be required to make an offer to repurchase all the ClassB2 Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, and additional amounts, if any, up to the purchasedate. In the event of any prepayment by the Borrower of the Class B2 Loan, in whole or in part, the Issuer will be required to apply the proceeds received fromsuch prepayment to redeem a corresponding principal amount of Class B2 Notes, plus accrued and unpaid interest, and additional amounts, if any, at aredemption price corresponding to the applicable prepayment price set forth in the Class B2 IBLA.

The Class B2 Notes will be contractually subordinated to, among others, the Class A Notes and will not be guaranteed by any person, except that theClass B2 Notes will benefit indirectly from the Topco Payment Undertaking. The Class B2 Loan will be contractually subordinated to, among others, theClass A Loans, the Senior Term Facility, the Working Capital Facility, the Liquidity Facility and certain hedging arrangements and pension liabilities, asdescribed further herein. The Class B2 Loan will be guaranteed by certain subsidiaries (the Guarantors and, together with the Borrower, the Obligors) ofAA Mid Co Limited (Topco), as further described herein. Pursuant to a deed of undertaking entered into on 2 July 2013 (the Topco PaymentUndertaking), Topco has undertaken to pay or procure payment to the Obligor Security Trustee of all principal, interest and other amounts outstanding underthe Class B2 IBLA in the circumstances described herein, including in the event that the Class B2 Loan is not repaid in full on the Class B2 Loan Maturity Date.

On the Issue Date, the gross proceeds of the issue of the Class B2 Notes will be deposited into a segregated escrow account (the EscrowAccount) pursuant to the terms of an escrow deed (the Escrow Deed) among the Issuer, the Class B Note Trustee and Deutsche Bank AG, LondonBranch, as escrow agent (the Escrow Agent). The funds shall not be released from the Escrow Account until the date (the Completion Date) onwhich the Issuer has confirmed to the Escrow Agent that certain conditions described herein (the Escrow Release Conditions) have been satisfied. If theCompletion Date has not occurred by 4 August 2015 (the Escrow Longstop Date), the Class B2 Notes will be subject to a special mandatoryredemption. The special mandatory redemption price of the Class B2 Notes will be equal to 100% of the aggregate principal amount outstanding of theClass B2 Notes plus accrued and unpaid interest from the Issue Date to such special mandatory redemption date (the Special Mandatory RedemptionDate) and additional amounts, if any. See Description of the Class B2 NotesEscrow of Proceeds; Special Mandatory Redemption.

On the Issue Date, the Class B2 Notes will be secured by a first-priority security interest over the Escrow Account. On and from theCompletion Date, the Class B2 Notes will be secured by substantially all the Issuers property, assets and undertaking (including its rights against eachObligor under the Class B2 IBLA), which security will also be shared with, among others, the Class A Notes. The Class B2 Notes will rank junior tothe Class A Notes with respect to the application of enforcement proceeds, other than in respect of the Topco Security. The Class B2 Loan will besecured by, among other things, mortgages or fixed charges in respect of the Obligors freehold and leasehold interests in all the properties ownedthereby and fixed and floating charges over all other property, assets and undertaking of each Obligor, which security will also be shared with, amongothers, the Class A Loans, the Senior Term Facility, the Working Capital Facility and the Liquidity Facility, together with certain hedging arrangementsand pension liabilities, as described further herein. The Class B2 Loan will rank junior to the foregoing with respect to the application of enforcementproceeds, other than in respect of the Topco Security. The Topco Payment Undertaking will be secured by first-ranking security (the TopcoSecurity) in respect of all the issued and outstanding shares of AA Intermediate Co Limited (Holdco) and certain intercompany receivables,together with a first-ranking floating charge in respect of all of Topcos other property, assets and undertakings, as further described herein. The TopcoSecurity will be granted for the sole benefit of certain secured creditors of Topco, including for the indirect benefit of holders of the Class B2 Notes.

There is currently no public market for the Class B2 Notes. Application has been made for the Class B2 Notes to be listed on the OfficialList of the Irish Stock Exchange and admitted to trading on the Global Exchange Market thereof. There is no assurance that the Class B2 Notes will be,or will remain, admitted to trading on the Global Exchange Market.

Investing in the Class B2 Notes involves a high degree of risk. See Risk Factors beginning on page 25.

Issue Price: 100.000% plus accrued interest, if any, from (and including) the Issue Date.

The Class B2 Notes will be represented on issue by one or more global notes (the Global Notes), which will be delivered in book-entry formthrough the facilities of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, socit anonyme (Clearstream) on or about 13 April 2015 (theIssue Date).

The Class B2 Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. SecuritiesAct) or the securities laws of any other jurisdiction. Accordingly, the Class B2 Notes are being offered and sold inside the United States onlyto qualified institutional buyers (QIBs) in accordance with Rule 144A of the U.S. Securities Act (Rule 144A) and outside the United Statesto non-U.S. persons in offshore transactions in accordance with Regulation S of the U.S. Securities Act (Regulation S). Prospectivepurchasers that are QIBs are hereby notified that the sellers of the Class B2 Notes may be relying on the exemption from the provisions ofSection 5 of the U.S. Securities Act provided by Rule 144A thereunder. Outside the United States, sellers may be relying on Regulation S. SeeNotice to Investors for additional information about eligible offerees and transfer restrictions.

Joint Global Coordinators and Joint Bookrunners

Credit Suisse The Royal Bank of Scotland Lloyds BankJoint Bookrunners

Barclays J.P. Morgan Morgan Stanley Santander

The date of this offering memorandum is 27 March 2015.

IMPORTANT INFORMATION ABOUT THE OFFERING

In this Offering Memorandum, the terms we, our, us, the Company, the Automobile Association, theAA, the AA Group or the Group with respect to our historical results of operation, including business operations, referto AA Limited or, as appropriate, AA plc and its respective subsidiaries as a whole or to any one or more of its subsidiaries,and to AA Mid Co Limited (Topco) or, as appropriate, AA plc and its subsidiaries as a whole or to any one or more of itssubsidiaries when discussing future results of operations, including business operations, as the context requires. Unlessotherwise indicated, the summary consolidated historical financial data includes the results of operations of the Company andARCL although those entities do not provide credit support to the Class B2 Loan or the Class B2 Notes and are not includedwithin the restricted group for the purposes of the Class B2 IBLA.

We have not authorised any dealer, salesperson or other person to give any information or represent anything to youother than the information contained in this Offering Memorandum. You must not rely on unauthorised information orrepresentations.

This Offering Memorandum does not offer to sell or solicit offers to buy any of the securities in any jurisdictionwhere it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally beoffered the securities.

The information in this Offering Memorandum is current only as of the date on the cover page, and the business orfinancial condition of us, our subsidiaries and the Issuer, along with other information in this Offering Memorandum, maychange after that date. For any time after the cover date of this Offering Memorandum, we do not represent that our affairs arethe same as described or that the information in this Offering Memorandum is correct, nor do we imply those things bydelivering this Offering Memorandum or selling securities to you. Neither the Issuer, nor any of Credit Suisse Securities(Europe) Limited, The Royal Bank of Scotland plc, Lloyds Bank plc, Banco Santander, S.A., Barclays Bank PLC,J.P. Morgan Securities plc and Morgan Stanley & Co. International plc (together, the Initial Purchasers), represents thatthe information herein is complete.

The Issuer and the Initial Purchasers are offering to sell the Class B2 Notes only in places where offers and sales arepermitted.

IN CONNECTION WITH THE OFFERING OF CLASS B2 NOTES, CREDIT SUISSE SECURITIES(EUROPE) LIMITED (THE STABILISATION MANAGER) OR PERSONS ACTING ON BEHALF OF THESTABILISATION MANAGER MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TOSUPPORTING THE MARKET PRICE OF THE CLASS B2 NOTES AT A LEVEL HIGHER THAN THAT WHICHMIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT THESTABILISATION MANAGER OR PERSONS ACTING ON BEHALF OF THE STABILISATION MANAGERWILL UNDERTAKE ANY SUCH STABILISATION ACTION. SUCH STABILISATION ACTION, IFCOMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THEFINAL TERMS OF THE OFFER OF THE CLASS B2 NOTES AND MAY BE ENDED AT ANY TIME, BUT ITMUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON WHICH THEAPPLICABLE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THEDATE OF ALLOTMENT OF THE CLASS B2 NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENTMUST BE CONDUCTED BY THE STABILISATION MANAGER (OR PERSON(S) ACTING ON BEHALF OFTHE STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

The Issuer is offering the Class B2 Notes in reliance on exemptions from the registration requirements of the U.S.Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The Class B2Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (theSEC) or any other securities commission or regulatory authority, nor has the SEC or any such securities commission orauthority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is acriminal offense in the United States.

This Offering Memorandum is being provided for informational use solely in connection with consideration of apurchase of the Class B2 Notes to: (i) investors that the Issuer reasonably believes to be qualified institutional buyers asdefined in Rule 144A under the U.S. Securities Act; and (ii) to certain persons in offshore transactions complying withRule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other purpose is not authorised. ThisOffering Memorandum may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents bedisclosed to anyone other than the qualified institutional buyers described in (i) above or to persons considering a purchase ofthe Class B2 Notes in offshore transactions described in (ii) above.

This Offering Memorandum is for distribution only to persons who are: (i) investment professionals, as such term isdefined in Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,the Financial Promotion Order); (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies,unincorporated associations, etc.) of the Financial Promotion Order; (iii) outside the United Kingdom; or (iv) persons to

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whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the U.K. FinancialServices and Markets Act 2000 (FSMA)) in connection with the issue or sale of any Class B2 Notes may otherwiselawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons).This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are notrelevant persons. Any investment or investment activity to which this Offering Memorandum relates is available only torelevant persons and will be engaged in only with relevant persons.

This Offering Memorandum has been prepared on the basis that all offers of the Class B2 Notes will be madepursuant to an exemption under Article 3 of Directive 2003/71/EC (the Prospectus Directive), as implemented in memberstates of the European Economic Area (the EEA), from the requirement to produce a prospectus for offers of the Class B2Notes. Accordingly, any person making or intending to make any offer within the EEA of the Class B2 Notes should do soonly in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to produce a prospectus forsuch offer. Neither we nor the Initial Purchasers have authorised, nor do we or any of the Initial Purchasers authorise, themaking of any offer of the Class B2 Notes through any financial intermediary, other than offers made by the Initial Purchasersthat constitute the final placement of the Class B2 Notes contemplated in this Offering Memorandum.

In addition, the Class B2 Notes may not be purchased, transferred to or otherwise held by any Plan (as defined inCertain ERISA and Other Considerations) or any person acting on behalf of any Plan, except in the event that such Plan orperson has obtained the written approval of the Issuer to subscribe for and purchase the Class B2 Notes in the offering directlyfrom the Initial Purchasers. Any Plan that acquires the Class B2 Notes in accordance with the immediately precedingsentence, and any successor to any such Plan, shall be referred to herein as an Approved Plan. In the event that a Plan orany person acting on any Plans behalf purchases, acquires or holds the Class B2 Notes without meeting these requirements,the purported purchase, transfer or holding will be void and, if such purchase or transfer is not treated as being void for anyreason, the Class B2 Notes will automatically be transferred to a charitable trust for the benefit of a charitable beneficiary andthe purported holder will acquire no right in the Class B2 Notes. These restrictions are described in Certain ERISA and OtherConsiderations in this Offering Memorandum.

We have prepared this Offering Memorandum solely for use in connection with the Offering and for applying to theIrish Stock Exchange for the Class B2 Notes to be listed on its Official List and admitted to trading on its Global ExchangeMarket. In the United States, you may not distribute this Offering Memorandum or make copies of it without our prior writtenconsent other than to people you have retained to advise you in connection with the Offering.

You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You shouldconsult your own legal counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of apurchase of the Class B2 Notes. You are responsible for making your own examination of us and your own assessment of themerits and risks of investing in the Class B2 Notes. We are not, and the Initial Purchasers are not, making any representationto you regarding the legality of an investment in the Class B2 Notes by you.

The information contained in this Offering Memorandum has been furnished by us and other sources we believe tobe reliable. No representation or warranty, express or implied, is made by the Initial Purchasers or the Class B Note Trusteeand the Paying Agents as to the accuracy or completeness of any of the information set out in this Offering Memorandum, andnothing contained in this Offering Memorandum is or shall be relied upon as a promise or representation by the InitialPurchasers, whether as to the past or the future. This Offering Memorandum contains summaries, believed to be accurate, ofcertain of the terms of specified documents and copies of certain of the summarised documents will be made available by usupon request for the complete information contained in such documents. Copies of such documents and other informationrelating to the issuance of the Class B2 Notes will also be available for inspection at the specified offices of the Class BPrincipal Paying Agent. All summaries of such documents contained herein are qualified in their entirety by this reference.

The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of theIssuers knowledge and belief, the information contained in this Offering Memorandum is in accordance with the facts anddoes not omit anything likely to affect the import of such information. No person is authorised in connection with the offeringmade pursuant to this Offering Memorandum to give any information or to make any representation not contained in thisOffering Memorandum, and, if given or made, any other information or representation must not be relied upon as having beenauthorised by us or the Initial Purchasers.

By purchasing the Class B2 Notes, you will be deemed to have acknowledged that:

you have reviewed this Offering Memorandum;

this Offering Memorandum relates only to offers and sales with respect to the Class B2 Notes; and

the Initial Purchasers have not separately verified the information contained in this Offering Memorandum andare not responsible for, and are not making any representations to you concerning the AA Groups futureperformance or the accuracy or completeness of this Offering Memorandum.

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The Issuer reserves the right to withdraw the Offering at any time, and the Issuer and the Initial Purchasers reservethe right to reject any commitment to subscribe for the Class B2 Notes in whole or in part and to allot to you less than the fullamount of Class B2 Notes subscribed for by you.

This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any ofthe Class B2 Notes in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it isunlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy,offer or sell any Class B2 Notes or possess this Offering Memorandum. You must also obtain any consents or approvals thatyou need in order to purchase any Class B2 Notes. Neither the Issuer nor the Initial Purchasers are responsible for yourcompliance with these legal requirements.

The distribution of this Offering Memorandum and the offer and sale of the Class B2 Notes may be restricted bylaw in some jurisdictions. Persons into whose possession this Offering Memorandum or any of the Class B2 Notes come mustinform themselves about, and observe any restrictions on the transfer and exchange of, the Class B2 Notes. The Class B2Notes are subject to restrictions on resale and transfer as described under Plan of Distribution and Notice to Investors. Bypurchasing any Class B2 Notes, you will be deemed to have made certain acknowledgments, representations and agreementsas described in those sections of this Offering Memorandum. You may be required to bear the financial risks of investing inthe Class B2 Notes for an indefinite period of time.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCEHAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (RSA 421-B) WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR APERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARYOF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE ANDNOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSEDIN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANYPROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THEPROVISIONS OF THIS PARAGRAPH.

NOTICE TO U.S. INVESTORS

Each purchaser of Class B2 Notes will be deemed to have made the representations, warranties andacknowledgements that are described in this Offering Memorandum under Notice to Investors. The Class B2 Notes have notbeen and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and aresubject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Class B2 Note maybe relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside theUnited States, sellers may be relying on Regulation S. For a description of certain further restrictions on resale or transfer ofthe Class B2 Notes, see Notice to Investors. The Class B2 Notes may not be offered to the public within any jurisdiction. Byaccepting delivery of this Offering Memorandum, you agree not to offer, sell, resell, transfer or deliver, directly or indirectly,any Class B2 Note to the public.

NOTICE TO CERTAIN INVESTORS

European Economic Area. In relation to each member state of the EEA that has implemented the ProspectusDirective (each, a Relevant Member State), each Initial Purchaser has represented and agreed that with effect from andincluding the date on which the Prospectus Directive is implemented in that Relevant Member State (the RelevantImplementation Date), it has not made and will not make an offer of Class B2 Notes which are the subject of the offeringcontemplated by this Offering Memorandum to the public in that Relevant Member State other than: (a) to any legal entitythat is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other thanqualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtainingthe prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or (c) in anyother circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Class B2 Notesshall require the publication by the Issuer or any Initial Purchaser of a prospectus pursuant to Article 3 of the ProspectusDirective or supplement a prospectus pursuant to Article 16 of the Prospective Directive other than in reliance onArticle 3(2)(b).

For the purposes of this provision, the expression offer of notes to the public in relation to any Class B2 Notes inany Relevant Member State means the communication in any form and by any means of sufficient information on the terms ofthe offer and the Class B2 Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Class B2Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in

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that Relevant Member State, the expression Prospectus Directive means Directive 2003/71/EC and amendments hereto,including the 2010 PD Amending Directive, and includes any relevant implementing measure in the Relevant Member Stateand the expression 2010 PD Amending Directive means Directive 2010/73/EU.

Each subscriber for or purchaser of the Class B2 Notes in the offering located within a member state of the EEAwill be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning ofArticle 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will rely upon thetrust and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a personwho is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consent of theInitial Purchasers, be permitted to subscribe for or purchase the Class B2 Notes in the offering.

Austria. This Offering Memorandum has not been or will not be approved and/or published pursuant to theAustrian Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this Offering Memorandum nor any other documentconnected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this OfferingMemorandum nor any other document connected therewith may be distributed, passed on or disclosed to any other person inAustria. No steps may be taken that would constitute a public offering of the Class B2 Notes in Austria and the offering of theClass B2 Notes may not be advertised in Austria. Any offer of the Class B2 Notes in Austria will be made only in compliancewith the provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offerand sale of the Class B2 Notes in Austria.

Belgium. The offering of Class B2 Notes in this Offering Memorandum has not been and will not be notified tothe Belgian Financial Services and Markets Authority (Autorit des Services et Marchs Financiers/Autoriteit voor FinancileDiensten en Markten), nor has this Offering Memorandum been or will it be approved by the Belgian Financial Services andMarkets Authority. The Class B2 Notes shall not, whether directly or indirectly, be offered, sold, transferred or delivered inBelgium, as part of their initial distribution or at any time thereafter, by way of a public offering in Belgium except under theexemptions provided in Article 3 2 of the Belgian Law of June 16, 2006 on the public offering of securities and theadmission of securities to trading on a regulated market, as amended (the Prospectus Law): (a) to qualified investors withinthe meaning of Article 10 of the Prospectus Law and the Royal Decree of September 26, 2006 on the extension of the conceptof qualified investor and the concept of institutional or professional investor; or (b) when addressed on the Belgian territory,to less than 150 natural persons or legal entities which are not qualified investors. Each investor who in Belgium acquiresClass B2 Notes shall be taken by so doing to have represented and warranted to the Issuer that it is a qualified investor or thatit has complied with any other restrictions applicable in Belgium. For the purposes of this provision, the expression offer ofnotes to the public in relation to any Class B2 Notes in Belgium means the communication, in any form and by any means,presenting sufficient information on the terms of the offering and the offer of Class B2 Notes to be offered so as to enable aninvestor to decide to purchase or subscribe for the offer of Class B2 Notes.

France. This Offering Memorandum has not been prepared in the context of a public offering in France within themeaning of Article L. 411-1 of the Code Montaire et Financier and Title I of Book II of the Rglement Gnral of theAutorit des Marchs Financiers (the AMF) and therefore has not been submitted for clearance to the AMF. Consequently,the Class B2 Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and sales of theClass B2 Notes will only be made in France to providers of investment services relating to portfolio management for theaccount of third parties (personnes fournissant le service dinvestissement de gestion de portefeuille pour le compte de tiers)and/or to qualified investors (investisseurs qualifis) and/or to a closed circle of investors (cercle restreint dinvestisseurs)acting for their own accounts, as defined in and in accordance with L.411-2, D.411-1 to D.411-4, D.734-1, D.744-1, D.754-1and D.764-1 of the French Code Montaire et Financier. Prospective investors are informed that (a) this OfferingMemorandum has not been and will not be submitted for clearance to the AMF, (b) in compliance with Articles L.411-2 andD.411-1 through D.411-4 of the French Code Montaire et Financier, any investors subscribing for the Class B2 Notes shouldbe acting for their own account and (c) the direct and indirect distribution or sale to the public of the Class B2 Notes acquiredby them may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of theFrench Code Montaire et Financier. Neither this Offering Memorandum nor any other offering material may be distributedto the public in France.

Germany. The Class B2 Notes may be offered and sold in Germany only in compliance with the GermanSecurities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation No. (EC) 809/2004 ofApril 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. ThisOffering Memorandum has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or theDirective 2003/71/EC and, accordingly, the Class B2 Notes may not be offered publicly in Germany.

Hong Kong. The Class B2 Notes may not be offered or sold by means of any document other than (i) incircumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Lawsof Hong Kong), or (ii) to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571,Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document beinga prospectus within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement,invitation or document relating to the Class B2 Notes may be issued or may be in the possession of any person for the purposeof issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be

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accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than withrespect to Class B2 Notes which are or are intended to be disposed of only to persons outside Hong Kong or only toprofessional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and anyrules made thereunder.

Ireland. This Offering Memorandum has been prepared on the basis that any offer of Class B2 Notes will bemade pursuant to the exemptions in Regulation 9(1)(a), (b) or (d) of the Irish Prospectus (Directive 2003/71/EC) Regulations2005, as amended by the Prospectus (Directive 2003/71/EC)(Amendment) Regulations 2012 and the Prospectus (Directive2003/71.EC)(Amendment)(No.2) Regulations 2012 (the Irish Prospectus Regulations) from the requirement to publish aprospectus for offers of notes. Accordingly, any person making or intending to make an offer in Ireland of Class B2 Noteswhich are the subject of the Offering contemplated in this Offering Memorandum may only do so in circumstances in whichno obligation arises for the Issuer, the Obligors or the Initial Purchasers to publish a prospectus pursuant to Regulation 12 ofthe Irish Prospectus Regulations or supplement a prospectus pursuant to Regulation 51 of the Irish Prospectus Regulations, ineach case, in relation to such offer. Neither the Issuer, the Obligors or the Initial Purchasers have authorised, nor do theyauthorise, the making of any offer of Class B2 Notes in circumstances in which an obligation arises for the Issuer, theObligors or the Initial Purchaser to publish or supplement a prospectus for such offer. This Offering Memorandum is not aprospectus within the meaning of the Prospectus Directive and has not been reviewed by any Competent Authority for thepurposes of the Prospectus Directive, as amended.

Italy. No action has been or will be taken that could allow an offering of the Class B2 Notes to the public in theRepublic of Italy. Accordingly, the Class B2 Notes may not be offered or sold directly or indirectly in the Republic of Italy,and neither this Offering Memorandum nor any other offering circular, prospectus, form of application, advertisement, otheroffering material or other information relating to the Issuer or the Class B2 Notes may be issued, distributed or published inthe Republic of Italy, except under circumstances that will result in compliance with all applicable laws, orders, rules andregulations. The Class B2 Notes cannot be offered or sold to any natural persons or to entities other than qualified investors(according to the definition provided for by the Prospectus Directive) either on the primary or on the secondary market.

Japan. The Class B2 Notes have not been and will not be registered under the Financial Instruments andExchange Law of Japan (the Financial Instruments and Exchange Law) and each Initial Purchaser has agreed that it will notoffer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as usedherein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or toothers for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption fromthe registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and anyother applicable laws, regulations and ministerial guidelines of Japan.

Jersey. The Jersey Financial Services Commission (the Jersey Commission) has given, and has not withdrawn,its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Class B2 Notes by the Issuer.The Jersey Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arisingfrom the discharge of its functions under that law. A copy of this document has been delivered to the Jersey registrar ofcompanies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, andhas not withdrawn, his consent to its circulation. It must be distinctly understood that, in giving these consents, neither theJersey registrar of companies nor the Jersey Commission takes any responsibility for the financial soundness of the Issuer orfor the correctness of any statements made, or opinions expressed, with regard to it. It should be remembered that the price ofsecurities and the income from them can go down as well as up. If you are in any doubt about the contents of this documentyou should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

Grand Duchy of Luxembourg. The terms and conditions relating to this Offering Memorandum have not beenapproved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission deSurveillance du Secteur Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg(Luxembourg). Accordingly, the Class B2 Notes may not be offered or sold to the public in Luxembourg, directly orindirectly, and neither this Offering Memorandum nor any other circular, prospectus, form of application, advertisement orother material may be distributed, or otherwise made available in or from, or published in Luxembourg, except for the solepurpose of the admission to trading and listing of the Class B2 Notes on the Official List of the Luxembourg Stock Exchangeand except in circumstances that do not constitute a public offer of securities to the public, subject to prospectus requirements,in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.

The Netherlands. The Class B2 Notes (including rights representing an interest in each global note that representsthe Class B2 Notes) may not be offered or sold to individuals or legal entities in The Netherlands unless a prospectus relatingto the offer is available to the public which is approved by the Dutch Authority for the Financial Markets (AutoriteitFinancile Markten) or by a supervisory authority of another member state of the European Union. Article 5:3 of theFinancial Supervision Act (the FSA) and article 53, paragraphs 2 and 3 of the Exemption Regulation FSA provide forseveral exceptions to the obligation to make a prospectus available, such as an offer to qualified investors within the meaningof Article 5:3 of the FSA.

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Singapore. This Offering Memorandum has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this Offering Memorandum and any other document or material in connection with the offer or sale,or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered orsold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons inSingapore other than: (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 ofSingapore (the SFA); (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with theconditions, specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, anyother applicable provision of the SFA.

Where the Class B2 Notes subscribed or purchased under Section 275 by a relevant person which is: (a) acorporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capitalof which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is notan accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares,debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest in that trust shall notbe transferable for six months after that corporation or that trust has acquired the Class B2 Notes under Section 275 except:(1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant toSection 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA.

Spain. The Offering has not been registered with the Comisin Nacional del Mercado de Valores and thereforethe Class B2 Notes may not be offered in Spain by any means, except in circumstances that do not qualify as a public offer ofsecurities in Spain in accordance with article 30 bis of the Securities Market Act (Ley 24/1988, de 28 de julio del Mercado deValores) as amended and restated, or pursuant to an exemption from registration in accordance with article 41 of the RoyalDecree 1310/2005 (Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28de julio, del Mercado de Valores, en materia de admisin a negociacin de valores en mercados secundarios oficiales, deofertas pblicas de venta o suscripcin y del folleto exigible a tales efectos).

Sweden. This Offering Memorandum is not a prospectus and has not been prepared in accordance with theprospectus requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handelmed finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority(Sw. Finansinspektionen) nor any other Swedish public body has examined, approved or registered this OfferingMemorandum or will examine, approve or register this Offering Memorandum. Accordingly, this Offering Memorandum maynot be made available, nor may the Class B2 Notes otherwise be marketed and offered for sale, in Sweden other than incircumstances that are deemed not to be an offer to the public under the Swedish Financial Instruments Trading Act.

Switzerland. The Class B2 Notes offered hereby are being offered in Switzerland on the basis of a privateplacement only. This Offering Memorandum does not constitute a prospectus within the meaning of Art. 652A of the SwissFederal Code of Obligations.

United Kingdom. This Offering Memorandum is directed solely at persons who (i) are investment professionals,as such term is defined in Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to(d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside theUnited Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FMSA) in connection with the issue or sale of any Class B2 Notes may otherwise be lawfullycommunicated or caused to be communicated (all such persons together being referred to as relevant persons). ThisOffering Memorandum must not be acted on or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this Offering Memorandum relates is available only to relevant persons and will be engaged inonly with relevant persons. Any person who is not a relevant person should not act or rely on this Offering Memorandum orany of its contents.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULDREAD BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE CLASS B2NOTES.

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FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains various forward-looking statements that reflect managements current viewswith respect to future events and anticipated financial and operational performance. Forward-looking statements as a generalmatter are all statements other than statements as to historical facts or present facts or circumstances. The words aim,anticipate, assume, believe, contemplate, continue, could, estimate, expect, forecast, intend, likely,may, might, plan, positioned, potential, predict, project, remain, should, will or would, or, in eachcase, their negative, or similar expressions, identify certain of these forward-looking statements. Other forward-lookingstatements can be identified in the context in which the statements are made. Forward-looking statements appear in a numberof places in this Offering Memorandum, including, without limitation, in the sections entitled Summary, Risk Factors,Managements Discussion and Analysis of Financial Condition and Results of Operations, Industry and Business andinclude, among other things, statements relating to:

our strategy, outlook and growth prospects, including our plans to increase the sale of our products andservices through cross-selling and up-selling to our existing customers;

our operational and financial targets;

our results of operations, liquidity, capital resources and capital expenditure;

our cost-saving programmes;

our financing plans and requirements;

our planned investments;

future growth in demand for our products and services;

general economic trends and trends in the markets in which we operate;

the impact of regulations and laws on us and our operations;

our retention of Personal Members, B2B customers and B2B partners;

the competitive environment in which we operate and pricing pressure we may face;

our plans to launch new or expand existing products and services; and

the outcome of legal proceedings or regulatory investigations.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factorsbecause they relate to events and depend on circumstances that may or may not occur in the future. We caution you thatforward-looking statements are not guarantees of future performance and that our actual financial condition, results ofoperations and cash flows, and the development of the industry in which we operate, may differ materially from (and be morenegative than) those made in, or suggested by, the forward-looking statements contained in this Offering Memorandum. Inaddition, even if our financial condition, results of operations and cash flows and the development of the industry in which weoperate are consistent with the forward-looking statements contained in this Offering Memorandum, those results ordevelopments may not be indicative of results or developments in subsequent periods. Although we believe that theexpectations reflected in these forward-looking statements are reasonable, we can give no assurance that they will materialiseor prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject torisks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-lookingstatements as a result of, among others:

the loss or impairment of our favourable brand recognition;

the operational failure of our IT and communication systems or the failure to develop our IT andcommunication systems;

the loss of key contractual relationships with certain B2B partners;

increased competition within our business segments;

existing competition within the insurance broking market;

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changes in the competitive landscape within the insurance industry, and changes relating to our insurance panelmembers;

failure to renew existing contracts or enter into new contracts with suppliers;

litigation (including in connection with roadside injuries or death) or regulatory inquiries or investigations;

the failure to comply with data protection laws and regulations or failure to secure and protect personal data;

a lack of price harmonisation across our Personal Member and B2B customer base or changes in the levels ofprice discounts or churn;

our ability to achieve cost savings and control or reduce operating costs;

failures in internal control processes;

severe or unexpected weather, which may increase our operating costs;

changes in economic conditions in the United Kingdom;

changes within the vehicle market, including the average age of vehicles on the road, extended manufacturerguarantees and reduced vehicle use;

failure to protect our brand and other intellectual property rights from infringement;

our ability to successfully manage risks and liabilities relating to acquisitions and integrate any futureacquisitions or consummate disposals in the future;

the uncertain nature and timing of risks that we may incur in underwriting insurance products;

our ability to retain or replace senior management and key personnel;

union relations, strikes, work stoppages or other disruptions in our workforce;

adverse changes in the laws and regulations governing our business;

risks relating to our pension schemes;

risks relating to the Class B2 Notes;

risks relating to our leverage, our ability to service our debt and our structure;

risks relating to security, enforcement and insolvency; and

risks relating to taxation.

Additional factors that could cause our actual results, performance or achievements to differ materially include, butare not limited to, those discussed under Risk Factors. The factors described above and others described under the captionRisk Factors should not be construed as exhaustive. Due to such uncertainties and risks, you are cautioned not to placeundue reliance on such forward-looking statements, which speak only as of the date of this Offering Memorandum. We urgeyou to read this Offering Memorandum, including the sections entitled Risk Factors, The Refinancing, ManagementsDiscussion and Analysis of Financial Condition and Results of Operations, Business and Industry Overview for a morecomplete discussion of the factors that could affect our future performance and the industry in which we operate.

These forward-looking statements speak only as of the date of this Offering Memorandum. We expressly undertakeno obligation to publicly update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise, other than as required by law or regulation. Accordingly, prospective investors are cautioned not to placeundue reliance on any of the forward-looking statements herein. In addition, all subsequent written and oral forward-lookingstatements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionarystatements referred to above and contained elsewhere in this Offering Memorandum, including those set forth under thecaption Risk Factors.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Information

The Issuer is a special purpose company and was formed on 14 May 2013 for the purpose of issuing the Class ANotes and the Original Class B Notes offered on 25 June 2013 (the 2013 Issuance) and lending the proceeds thereof to theBorrower. The Issuer has not engaged in any activities other than those related to its formation, the 2013 Issuance, subsequentissuances of Class A Notes under the Programme and the Refinancing. Separate financial information of the Issuer is notpresented in this Offering Memorandum.

Unless otherwise indicated, this Offering Memorandum presents (i) the audited consolidated financial statements ofthe Company as of and for the year ended 31 January 2015, which have been prepared in accordance with InternationalFinancial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted for usein the European Union, and audited by the Companys independent auditors, Ernst & Young LLP, as set forth in their auditreport included elsewhere in this Offering Memorandum, and (ii) the consolidated historical financial statements of theCompany as of and for the years ended 31 January 2012, 2013 and 2014, which have been prepared in accordance with IFRSas adopted by the European Union and are the subject of an accountants report by Ernst & Young LLP, included elsewhere inthis Offering Memorandum. See Managements Discussion and Analysis of Financial Condition and Results of OperationsConsolidated Results of Operations for the Three Years Ended 31 January 2013, 2014 and 2015 for further information.

Unless otherwise indicated, we present the consolidated financial information and results of operations of theCompany and its subsidiaries. Under the terms of the Class B2 IBLA, however, the Company and ARCL do not providecredit support to the Class B2 Loan or the Class B2 Notes and are not included within the restricted group for the purposes ofthe Class B2 IBLA. Furthermore, under the Class B2 IBLA we may prepare and present consolidation financial statements forHoldco and its subsidiaries, rather than for the Company or Topco, which consolidated financial statements will not reflect theresults of the Company or ARCL. See Description of the Class B2 IBLACertain CovenantsReports.

We present our financial statements in pounds sterling. For certain information regarding rates of exchange betweensterling and euros and sterling and U.S. dollars, see Exchange Rate Information.

This Offering Memorandum includes unaudited consolidated pro forma financial data which has been adjusted toreflect certain effects of the Refinancing (including the issuance of the Class B2 Notes offered hereby and the application ofthe proceeds therefrom as described under Use of Proceeds). The unaudited consolidated pro forma financial data includedin this Offering Memorandum has been prepared for illustrative purposes only and does not purport to represent what theactual consolidated financial position or net financial expenses of the AA Group would have been if the Refinancing hadoccurred (i) on 31 January 2015 for the purposes of the calculation of net financial position and (ii) on 1 February 2014 for thepurposes of the calculation of net financial expenses, nor does it purport to project the AA Groups consolidated financialposition and net financial expenses at any future date or for any future period. The unaudited pro forma adjustments and theunaudited pro forma financial data set out in this Offering Memorandum are based on available information and certainassumptions and estimates that we believe are reasonable and may differ materially from the actual adjusted amounts.

During the year ended 31 January 2015, our Media business was transferred from Driving Services to RoadsideAssistance. As a result, the presentation of results for the year ended 31 January 2014 has been restated to show Media withinthe Roadside Assistance segment throughout this Offering Memorandum, except (i) within the section entitledManagements Discussion and Analysis of Financial Condition and Results of OperationConsolidated Results ofOperation for the Years Ended 31 January 2013 and 2014 and (ii) within the historical financial information beginning onpage F-45.

Ernst & Young LLP issued their accountants report on 23 June 2014 for the purpose of being included in theprospectus issued by the Company of the same date in connection with the admission to the Official List and to trading on themain market for listed securities of the London Stock Exchange (the 2014 Prospectus). Consolidated historical financialinformation of the Company as of and for the years ended 31 January 2012, 2013 and 2014 together with the accountantsreport thereon are included on pages F-45 to F-87 of this Offering Memorandum. Ernst & Young LLP accepted responsibilityfor their accountants report as part of the 2014 Prospectus and, save for any responsibility arising under Prospectus Rule5.5.3R (2)(f) for that report as part of the 2014 Prospectus, Ernst & Young LLP disclaimed any responsibility and/or liabilityto any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with theaccountants report or Ernst & Young LLPs consent to its inclusion in the 2014 Prospectus. Ernst & Young LLP has notupdated their accountants report, has not been required to consent to its inclusion in this Offering Memorandum nor acceptedresponsibility for it as part of this Offering Memorandum and any party which does seek to rely on the accountants reporttherefore does so entirely at their own risk.

Non-IFRS Financial Measures

We present in this Offering Memorandum various financial measures that are not measures of financial performanceor liquidity under IFRS, including the following:

Trading EBITDA, which we define as profit after tax as reported adjusted for depreciation, amortisation, netfinance costs, taxation, exceptional items, acquisition earn-out costs, items not allocated to a segment andprofit on sale of joint ventures. Items not allocated to a segment relate to transactions that do not form part ofthe on-going segment performance and include transactions which are one-off in nature. In the year ended

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31 January 2015, these principally relate to the difference between the cash contributions to the pensionschemes for on-going service and the calculated annual service cost. We present Trading EBITDA on both asegmental and a consolidated basis.

Trading EBITDA margin, which we define as Trading EBITDA as a percentage of revenue.

Cash conversion, which we define as net cash flow from operating activities before tax and exceptional itemsas a percentage of Trading EBITDA.

Capital expenditure, which we define as the total amount of tangible fixed assets and IT assets acquired orconstructed.

Capital expenditure as a percentage of revenue.

Net debt, which we define as our outstanding borrowings (which currently include the Senior Term Facility,the Class A Notes, the Class B2 Notes, the Senior PIK Toggle Notes and obligations under finance leases) lesscash and cash equivalents held within AA plc and AA Intermediate Co Limited.

In addition, we present certain financial measures for AA Ireland on a constant currency basis to eliminate foreigncurrency exchange rate fluctuations, and such presentation of financial measures on a constant currency basis is not inaccordance with IFRS. See Managements Discussion and Analysis of Financial Condition and Results of Operations.

The non-IFRS financial measures presented herein are not recognised measures of financial performance underIFRS, but measures used by management to monitor the underlying performance of our business and operations. In particular,the non-IFRS financial measures should not be viewed as substitutes for net profit/(loss) for the period, profit/(loss) beforetaxation, operating income, cash and cash equivalents at period end or other income statement or cash flow items computed inaccordance with IFRS. The non-IFRS financial measures do not necessarily indicate whether cash flow will be sufficient oravailable to meet our cash requirements and may not be indicative of our historical operating results, nor are such measuresmeant to be predictive of our future results.

We have presented these non-IFRS measures in this Offering Memorandum because we consider them to beimportant supplemental measures of our performance and believe that they are used by investors comparing performancebetween companies. Since not all companies compute these or other non-IFRS financial measures in the same way, themanner in which our management has chosen to compute the non-IFRS financial measures presented herein may not becomparable with similarly defined terms used by other companies. The non-IFRS financial measures have certain limitationsas analytical tools, and you should not consider these measures in isolation from the other financial information presentedherein. Some of these limitations are:

they do not reflect our cash expenditures or future requirements for capital expenditures or contractualcommitments;

they do not reflect changes in, or cash requirements for, our working capital needs;

they do not reflect the significant interest expense, or the cash requirements necessary, to service interest orprincipal payments on our debts;

although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised willoften need to be replaced in the future and operating free cash flow does not reflect any cash requirements thatwould be required for such replacements; and

the fact that other companies in our industry may calculate the non-IFRS measures differently from the way wedo may limit their usefulness as a comparative measure.

Adjustments

Certain numerical information and other amounts and percentages presented in this Offering Memorandum may notsum due to rounding. Accordingly, certain figures in this Offering Memorandum have been rounded to the nearest wholenumber.

Certain Terms Used

For definitions of certain terms used in this Offering Memorandum, as well as a glossary of other terms used in thisOffering Memorandum, see Definitions and Glossary.

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INDUSTRY AND MARKET DATA

In this Offering Memorandum, we rely on and refer to information regarding our business and the markets in whichwe operate and compete. Certain economic and industry data, market data and market forecasts set forth in this OfferingMemorandum were extracted from market research, governmental and other publicly available information, independentindustry publications and reports prepared by international consulting firms. These external sources include the DfT,Datamonitor, Mintel and RKCR/Y&R and industry data provided by third parties, some of which was commissioned on ourbehalf. Data regarding market share of roadside assistance providers is sourced from Mintel Vehicle Recovery Report,September 2014.

While we have accurately reproduced such third-party information, neither we nor the Initial Purchasers haveverified the accuracy of such information, market data or other information on which third parties have based their studies. Asfar as we are aware and are able to ascertain from information published by these third parties, no facts have been omitted thatwould render the reproduced information inaccurate or misleading. Market studies are frequently based on information andassumptions that may not be exact or appropriate, and their methodology is by nature forward-looking and speculative.

This Offering Memorandum also contains estimates of market data and information derived therefrom that cannotbe gathered from publications by market research institutions or any other independent sources. Such information is preparedby us based on third-party sources and our own internal estimates, including studies of the market that we havecommissioned. In many cases, there is no publicly available information on such market data, for example, from industryassociations, public authorities or other organisations and institutions. We believe that our estimates of market data andinformation derived therefrom are helpful to give investors a better understanding of the industry in which we operate as wellas our position within the industry. Although we believe that our internal market observations are reliable, our own estimatesare not reviewed or verified by any external sources. While we are not aware of any misstatements regarding the industry orsimilar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors,including those discussed under the heading Risk Factors.

TRADEMARKS AND TRADE NAMES

We are the registered owner of, or have rights to, certain trademarks or trade names that we use in conjunction withthe operation of our business. Each trademark, trade name or service mark of any other company appearing in this OfferingMemorandum is the property of its respective holder.

CURRENCY PRESENTATION

In this Offering Memorandum, unless otherwise indicated, all references to , pound, pounds, poundssterling, sterling and GBP are to the lawful currency of the United Kingdom, all references to , euro, euros, andEUR are to the single currency of the Member States of the European Union participating in the European Monetary Unionand all references to $, U.S. dollar, U.S. dollars and USD are to the United States dollar, the lawful currency of theUnited States of America.

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EXCHANGE RATE INFORMATION

The following table sets forth, for the periods indicated, certain information concerning the exchange rate forpounds sterling based upon the Bloomberg Composite Rate, expressed in U.S. dollars per 1.00 (rounded to three decimalplaces). The Bloomberg Composite Rate is a best market calculation, in which, at any point in time, the bid rate is equal tothe highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks.The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. The ratesmay differ from the actual rates used in the preparation of the consolidated financial statements and other financialinformation appearing in this Offering Memorandum. Average means the average of the exchange rates on the last businessday of each month for annual averages and the average of the exchange rates on each business day during the relevant periodfor monthly averages. These exchange rates are provided only for the convenience of the reader. No representation is madethat amounts in pounds sterling have been, could have been, or could be converted into U.S. dollars, or vice versa. As of26 March 2015, the mid-rate was USD 1.4820 per 1.00.

U.S. DOLLARS PER 1.00Period End Average High Low

Year2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5591 1.5457 1.6377 1.43242011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5509 1.6039 1.6694 1.53902012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6242 1.5850 1.6276 1.52952013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6566 1.5648 1.6566 1.48582014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5581 1.6474 1.7165 1.55152015 (through 26 March 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4820 1.5159 1.5579 1.4722

MonthOctober 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5994 1.6067 1.6188 1.5922November 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5623 1.5780 1.5994 1.5623December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5581 1.5634 1.5754 1.5515January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5020 1.5159 1.5579 1.5018February 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5440 1.5332 1.5509 1.5027March 2015 (through 26 March 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4820 1.4976 1.5382 1.4722

The following table sets forth, for the periods indicated, certain information concerning the exchange rate forpounds sterling based upon the Bloomberg Composite Rate, expressed in euros per 1.00 (rounded to three decimal places).Average means the average of the exchange rates on the last business day of each month for annual averages and theaverage of the exchange rates on each business day during the relevant period for monthly averages. These exchange rates areprovided only for the convenience of the reader. No representation is made that amounts in pounds sterling have been, couldhave been, or could be converted into euros, or vice versa. As of 26 March 2015, the mid-rate was Euro 1.3645 per 1.00.

EUROS PER 1.00Period End Average High Low

Year2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1665 1.1663 1.2358 1.09612011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1967 1.1526 1.2042 1.10712012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2307 1.2331 1.2863 1.17892013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2014 1.1779 1.2328 1.14312014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2874 1.2409 1.2874 1.19122015 (through 26 March 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3645 1.3443 1.4160 1.2726

MonthOctober 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2764 1.2675 1.2838 1.2460November 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2563 1.2651 1.2805 1.2487December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2874 1.2700 1.2874 1.2578January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3305 1.3036 1.3388 1.2726February 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3792 1.3508 1.3792 1.3216March 2015 (through 26 March 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3645 1.3845 1.4160 1.3568

The rates in each of the foregoing tables may differ from the actual rates used in the preparation of the consolidatedfinancial statements and other financial information appearing in this Offering Memorandum. We have provided theseexchange rates solely for the convenience of potential investors. The rates should not be construed as a representation thatpounds sterling amounts could have been, or could be, converted into euro or U.S. dollars at the rates set forth herein or at anyother rate. No representation is made that amounts in pounds sterling have been, could have been, or could be converted intoeuros, or vice versa.

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No person has been authorised to give any information or to make any representations other than thosecontained in this Offering Memorandum. This Offering Memorandum does not offer to sell or ask for offers to buyany Class B2 Notes in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so,or to any person who cannot legally be offered the Class B2 Notes.

TABLE OF CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123DESCRIPTION OF THE CLASS B2 NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192DESCRIPTION OF THE CLASS B2 IBLA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288LIMITATION ON VALIDITY AND ENFORCEABILITY OF THE SECURITY INTERESTS . . . . . . . . . . . . . . . . . . . 290PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306WHERE TO FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307SERVICE OF PROCESS AND ENFORCEMENT OF FOREIGN JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311DEFINITIONS AND GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1APPENDIX: COMMON TERMS AGREEMENT DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

SUMMARY

This summary highlights selected information about the AA Group and the Offering contained in this OfferingMemorandum. This summary is not complete and does not contain all the information you should consider before investing inthe Class B2 Notes. The following summary should be read in conjunction with, and the following summary is qualified in itsentirety by, the more detailed information included in this Offering Memorandum, including the consolidated financialstatements of the Company and the related notes therein. You should read carefully the entire Offering Memorandum tounderstand our business, the nature and terms of the Class B2 Notes and the Class B2 Loan and the tax and otherconsiderations that are important to your decision to invest in the Class B2 Notes, including the risks discussed under theheading Risk Factors. See Definitions and Glossary for more information on the technical terms used in this OfferingMemorandum.

Overview

We are the largest roadside assistance provider in the UK, representing approximately 40% of the market andresponding to an average of approximately 10,000 breakdowns each day in the year ended 31 January 2015. With 110 years ofoperating history, we have established ourselves as one of the most widely recognised and trusted brands in the UK. Inaddition, we have successfully leveraged the AA brand to become a leading provider of insurance broking services anddriving services.

Our business has a strong and diversified customer base with approximately 16 million consumers and over 50% ofUK households subscribing to at least one AA product as at 31 January 2015.

In the year ended 31 January 2015, the Group generated total revenue of 983.5 million and Trading EBITDA of430.1 million.

Our Products and Services

We have built a strong consumer, business-to-business (B2B) and brand franchise anchored around our marketleading roadside assistance service. We offer a variety of products and services that are split into three distinct areas,comprising Roadside Assistance, Insurance Services and Driving Services. In addition, we have a standalone business inIreland, which broadly replicates the operations and activities of our UK operations. A description of each of these activitiesfollows.

Roadside Assistance

Roadside Assistance constituted 74% of our total revenue in the year ended 31 January 2015. As of 31 January2015, we had approximately 13 million roadside assistance customers, consisting of approximately four million PersonalMembers and approximately nine million customers who receive our roadside assistance coverage indirectly as an add-onor complimentary service to the products they purchase from certain of our B2B partners (B2B customers).

We are the leading provider of roadside assistance across the UK, with over 3,000 dedicated patrols reaching anaverage of approximately 10,000 breakdowns each day during the year ended 31 January 2015. Our patrols are trained toassess and repair a multitude of vehicle malfunctions at the roadside. In the year ended 31 January 2015, our patrolssuccessfully repaired approximately 75% of breakdowns at the roadside.

Our Roadside Assistance service offers 24-hour a day cover for cars, motorbikes, caravans, and vans. Our nationalnetwork of AA branded patrols attends approximately 90% of breakdowns directly. A network of third party garages providesus with flexibility during peak demand and serves the remaining 10% of breakdowns. Our patrols respond to a variety ofissues on the roadside. In the year ended 31 January 2015, our patrols responded to 3.5 million breakdowns, which, inapproximately 17% of cases, were caused by faulty batteries, the most frequent cause of a breakdown, and a further 15% wererelated to tyres. Overall, however, 40% of breakdowns arose from errors on the part of drivers, for example, using the wrongfuel or lost keys.

Our Personal Membership base has high renewal rates, which increase with the tenure of membership, reflecting thequality of our service and the trust in the AA brand. The current average tenure of our Personal Membership base isapproximately 12 years, and approximately 1.5 million of our Personal Members have maintained their roadside assistancecover for over 10 years. Out of Personal Members who have maintained their roadside assistance cover for over 10 years,approximately 800,000 have been Personal Members for over 20 years. On average, our Personal Members require assistancefor a vehicle breakdown once every two years and as a result, our Personal Members benefit from their Membership on aregular basis.

Our Roadside Assistance B2B partners (B2B partners) include car manufacturers (such as Ford, Volkswagen(including Audi), Bentley and General Motors), fleet and vehicle rental companies (such as Hertz and Enterprise) and bankinginstitutions (specifically, members of the Lloyds Banking Group) that offer our products as add-ons or complementaryproducts and services to their own customers.

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For further information, see BusinessOur Products and ServicesRoadside Assistance.

Insurance Services

Insurance Services constituted 14% of our total revenue in the year ended 31 January 2015.

We offer Motor, Home, Travel and Other Insurance policies to both Roadside Assistance Personal Members andnon-members. Our role is to act as a broker for insurers by operating an underwriting panel business model.

Motor Insurance: Motor is the largest insurance product for the AA by revenue and we had approximately636,000 policy sales in the year ended 31 January 2015. Under Motor Insurance, the three main productcategories are as follows:

Insurance products: We offer a number of Motor Insurance packages fr