Statement Made by Mr Edward Banks Representing Elpida at the Mitchells & Butlers AGM Today

By Elpida Group Limited, PRNE
Wednesday, January 27, 2010

ROAD TOWN, British Virgin Islands, January 28 - The following is a statement from Mr Edward Banks, a Managing Director of
Evercore Partners, representing Elpida Group Ltd.

AGM statement

I am representing Elpida, which owns nearly 18% of Mitchells &
Butlers.

The company has excellent assets - in our view it has the
premier pub estate in Britain - and we believe its future prospects should be
very good.

However, we believe that the shareholders of this company have
been let down by its leadership.

I'm sure that everyone here is familiar with the losses caused
by the Board's decision to make what amounted to an uncovered bet on a series
of financial derivatives. Once it went wrong, they didn't close it out but
left it open until it ran up over GBP500 million of losses of shareholders'
money. That's over GBP1 for every single share.

This situation should never have been allowed to arise. We
question whether adequate steps have been taken to establish whether the
losses could be recouped from those involved.

Most of the non-executive directors sitting on the podium
today were on the Board throughout this episode and are still being paid by
the company. We believe that the Board should be held to account. There
should be no reward for failure.

We also believe that they are running a business where the
cost base is too high. Revenue has increased every year for the last four
years but operating profits have not. Notwithstanding the top line increase,
operating profits and earnings per share - even ignoring all the exceptional
losses - are both still below where they were in 2006. This is a business
that has let costs get out of control.

This Board has a poor track record with shareholders money.
Following the swap debacle, they blew GBP12m on a strategic review that
achieved nothing.

We think the corporate governance of this company has failed.

Elpida does not want to control this company. We just want to
see it run better. All of us will benefit equally from that.

This Board, however, doesn't seem to like anyone who tries to
hold them to account for their performance. In November, the Board took the
frankly extraordinary step of sacking four directors, two of whom the Board
themselves had previously concluded were wholly independent and - in their
own words - "free from any business conflict that could affect their
judgement".

The press has widely reported that these two directors were
representatives of Elpida. This is not true. In fact, one of them we had
never even met or spoken to prior to his removal from the Board.

We have asked the Board to explain the legal basis on which
the exclusions took place but they have not done so. In the absence of a
detailed explanation, we do not accept the exclusions were legally valid.
Certainly the justification the Board has given seem inadequate to us.

The Board has also launched a very aggressive campaign
alleging that we are working together with Joe Lewis to take control of the
company. This is utter rubbish. The Board did not even bother to contact us
in advance to check the facts or put their allegations to us. Instead they
made what has now been shown to be a spurious complaint to the Takeover Panel
and used it against us in the press.

The Board's allegations have now been thrown out by the
Takeover Panel after a very thorough investigation. Shareholders are entitled
to know how much more of their money this Board has wasted by this futile
exercise. We call on the Board today to tell us.

They still seem to be alleging in the press that there is a
conspiracy against the company. There isn't. Some of the directors seem to be
trying to protect their own positions by making these accusations and trying
to block us voting our shares. They don't seem to like shareholder democracy.
We think the real reason for this is that they are afraid of losing their
jobs. They also seem to be worried that they might be sued for wasting
shareholders' money - why else would they make any compromise conditional on
shareholders committing not to take any legal action against them? We cannot
see how that is in the interests of shareholders.

We have raised a series of corporate governance issues with
the Board and have not received any satisfactory answers. Let me run through
a few of them:

    - Mr Laffin's appointment was announced on 19 December 2008, but he did
    not stand for election at the AGM five weeks later, as the
    Articles of Association require.

    - The way in which he became Chairman - which followed the removal of the
    four non-executive directors - was extremely unusual and may well have
    been invalid.

    - Following this he now enjoys a salary that is five times greater than
    he previously received. We don't think shareholders were
    properly informed of this.

    - The failed and no doubt extremely costly attempt to allege a conspiracy
    against the company - without even checking the facts in advance -
    shows, in our view, a further error of judgement by this Board.

    - We do not think that Mr Laffin has the experience or expertise to lead
    this board. He has no track record as a Chairman of a public company. We
    believe that M&B deserves a heavyweight Chairman with experience and
    expertise in this role

    - There is no Senior Independent Director to balance to the powers of the
    Chairman. This is a clear breach of the corporate governance code.

    - Under the Articles Mr Laffin ceased to be a director at the start of
    this meeting. As a consequence he is not legally entitled to act as
    Chairman today. Mr Laffin has ignored the detailed legal opinion we have
    provided and just carried on regardless

As a result, we have now lost confidence in the current
non-executive representation on the Board. We believe that it is necessary to
change the directors. We therefore intend to vote our shares against the
re-appointment of the existing non-executives.

We want to see a strong and independent Board of Directors. In
our discussions with Mr Lovering, he has made it very clear to us that the
Board should have responsibility for running the day to day business without
interference from the shareholders. We welcome and support that and intend to
vote our shares in support of his appointment. .

We hope that following the AGM there will be a new Board that
will focus on driving operational outperformance and creating value for all
M&B shareholders.

Contacts: Mr Jim Milton, Murray Consultants, Tel: +353-1-498-0300, Mb: +353-86-255-8400; Mr Jonathan Clare, Citigate Dewe Rogerson, Tel: +44(0)-20-7638-9571, Mb: +44-(0)7770-321-881

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