<p>Royal Mail plc
Prospectus
THIS DOCUMENT, THE REGISTRATION DOCUMENT AND THE SECURITIES NOTE together comprise a prospectus (the
“Prospectus”) relating to Royal Mail plc (the “Company”) prepared in accordance with the Prospectus Rules of the UK Listing
Authority made under section 73A of FSMA, which has been approved by the UK Listing Authority in accordance with section
87A of FSMA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This document
has been prepared in connection with the Offer and Admission. The Prospectus may be obtained free of charge as set out in
section 25 of Part XI (Additional Information) of the Registration Document. The Company has requested that the UK Listing
Authority provides a certificate of approval, a copy of the Prospectus and a translation of this document (where applicable) to the
relevant competent authority in each of Belgium, Cyprus, Germany, Gibraltar and Italy.
Application will be made to the UK Listing Authority for all of the issued and to be issued Ordinary Shares to be admitted to the
premium listing segment of the Official List and to the London Stock Exchange for the Ordinary Shares to be admitted to trading
on the London Stock Exchange’s main market for listed securities, which together will constitute official listing on a stock exchange
under the Listing Rules. No application has been made or is currently intended to be made for the Ordinary Shares to be admitted
to listing or trading on any other exchange. Conditional dealings in the Ordinary Shares are expected to commence on 11 October
2013 (International Security Identification Number (ISIN): GB00BDVZYZ77). It is expected that Admission will become effective,
and that unconditional dealings in the Ordinary Shares will commence, at 8.00 a.m. on 15 October 2013. Dealings on the London
Stock Exchange before Admission will only be settled if Admission takes place. All dealings before the commencement of
unconditional dealings will be on a “when issued” basi