JLR

IMPORTANT INFORMATION

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Tender Offer Documents (as defined below) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Tender Offer Documents. By accessing, reading or making any other use of the Tender Offer Documents, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Company, the Dealer Managers and the Information and Tender Agent (as defined below).

THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER TO PURCHASE MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER TO PURCHASE. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF THE UNITED STATES OR OTHER JURISDICTIONS.

Restrictions: This Offer to Purchase does not constitute an offer or an invitation by, or on behalf of, us or by, or on behalf of, the Dealer Managers (as defined below) to participate in the Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Offer to Purchase may be restricted by law in certain jurisdictions. Persons into whose possession this Offer to Purchase comes are required by us and the Dealer Managers to inform themselves about and to observe any such restrictions. This Offer to Purchase may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. See “Notice to Certain Non-U.S. Holders.”

The Offers are being made upon the terms and subject to the conditions set forth in this Offer to Purchase and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” which, together with this Offer to Purchase, constitute the “Tender Offer Documents”). This Offer to Purchase contains important information that holders of Notes (each, a “Holder,” and collectively “Holders”) are urged to read before any decision is made with respect to any Offer. Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery should be directed to the Information and Tender Agent (as defined below).

Unless the context otherwise requires, references in this Offer to Purchase to Holders of Notes include:

1. each person who is shown in the records of the clearing and settlement systems of the Depository Trust Company (“DTC”), Clearstream Banking S.A. (“Clearstream”) or Euroclear Bank SA/NV (“Euroclear”) (each, a “Clearing System” and collectively, the “Clearing Systems”) as a Holder of any Notes (a “Direct Participant”);
2. any broker, dealer, commercial bank, trust company or other nominee or custodian who holds Notes (each an “intermediary”); and
3. each beneficial owner of Notes holding such Notes, directly or indirectly, in an account, or through the accounts of an intermediary, in the name of a Direct Participant acting on the beneficial owner’s behalf,

except that for the purposes of the payment of any cash representing the applicable Purchase Price or Accrued Coupon Payment, as the case may be, to the extent the beneficial owner of the relevant Notes is not a Direct Participant, such payment will be made only to the relevant Direct Participant, and the making of such payment to the relevant Clearing System and by such Clearing System to the relevant Direct Participant will satisfy any obligations of the Company, the Information and Tender Agent and the Clearing Systems in respect of such Notes.

This Offer to Purchase contains summaries of certain documents that we believe are accurate, and it incorporates certain documents and information by reference. We refer you to the actual documents and information for a more complete understanding of what is discussed in this Offer to Purchase, and we qualify all summaries by such reference. We will make copies of such documents and information available to you upon request.

The Company hereby makes the concurrent, but separate, Offers to all Holders to purchase, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the outstanding securities listed in the table on the front cover of this Offer to Purchase. Subject to applicable law and limitations described elsewhere in the Tender Offer Documents, the Company expressly reserves the right, with respect to each Offer, to amend, extend or, if any of the conditions described herein is not timely satisfied or waived, terminate such Offer.

Unless the context indicates otherwise, all references to a valid tender of Notes in this Offer to Purchase shall mean either that (i) such Notes have been validly tendered at or prior to the applicable Expiration Deadline (as defined herein) and have not been validly withdrawn at or prior to the applicable Withdrawal Deadline (as defined herein) or (ii) such Notes have been validly tendered at or prior to the applicable Guaranteed Delivery Deadline pursuant to the Guaranteed Delivery Procedures and have not been validly withdrawn at or prior to the applicable Withdrawal Deadline.

In making a decision regarding the Offers, you must rely on your own examination of us and the terms of the Offers, including the merits and risks involved. You should not consider any information in this Offer to Purchase to be legal, business or tax advice. You should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an acceptance of the Offers. You should contact the Dealer Managers (as defined below) with any questions about the terms of the Offers.

The Company reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any of the Notes tendered pursuant to an Offer, or to pay all or any portion of the applicable Purchase Price and the applicable Accrued Coupon Payment for such Notes, but any such transfer or assignment will in no way prejudice the rights of tendering Holders to receive payment for such Notes validly tendered and accepted for payment pursuant to an Offer or to receive the applicable Purchase Price and applicable Accrued Coupon Payment from the Company.

 Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Offers, you must be able to participate lawfully in the Offers on the terms and subject to the conditions set out in the Offer to Purchase, including the offer and distribution restrictions set out therein. The Offer to Purchase was sent at your request and by accessing the Offer to Purchase you shall be deemed to have represented to the Company, the Dealer Managers and the Information and Tender Agent that:

1. you are a holder or a beneficial owner of:
   1. 6.875% Senior Notes due 2026 (ISIN: Rule 144A: XS2010037500; Reg S: XS2010037682);
   2. 5.875% Senior Notes due 2028 (ISIN/CUSIP: Rule 144A: CUSIP: 47010BAK0; ISIN: US47010BAK08; Reg S: CUSIP: G5002FAU0; ISIN: USG5002FAU06); or
   3. 5.500% Senior Notes due 2029 (ISIN/CUSIP: Rule 144A: CUSIP: 47010BAM6; ISIN: US47010BAM63; Reg S: CUSIP: G5002FAV8; ISIN: USG5002FAV88);
2. you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Offers under all applicable laws;
3. you consent to the delivery of the Offer to Purchase to you by electronic transmission; and
4. you are not, and you are not acting, directly or indirectly, on behalf of or for the benefit of, a Sanctions Restricted Person (as defined herein).

For the purpose of the foregoing, a “Sanctions Restricted Person” will be any individual or entity (“Person”) (a) that is named, identified or described in or by (i) the Specially Designated Nationals and Blocked Persons list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), (ii) the consolidated list of persons, groups and entities subject to EU financial sanctions, (iii) the Office of Financial Sanctions Implementation of His Majesty’s Treasury of the United Kingdom’s Consolidated List, or (iv) any other list of designated Persons published or maintained under any economic or financial sanctions imposed or enforced by any governmental sanctions authority, (b) that is resident, domiciled or incorporated in any country, region or territory that is the subject of Sanctions broadly prohibiting dealings with or involving such country, region or territory (as of the date hereof, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria), or (c) that is owned or controlled by any such Person or Persons described in the foregoing clause (a) or (b), or (d) that is otherwise the subject or target of any Sanctions.

For the purpose of the foregoing, “Sanctions” means any and all financial or economic sanctions administered, imposed or enforced by: (a) the United States (including OFAC and the U.S. Department of State); (b) the United Kingdom (including His Majesty’s Treasury); (c) the European Union and any of its member states; and (d) any governmental authority of any other relevant jurisdiction that administers, imposes or enforces economic or financial sanctions.

The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Dealer Managers, the Information and Tender Agent, the trustee or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Dealer Managers or the Information and Tender Agent.

Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law or regulations. In those jurisdictions where securities or other laws or regulations require the Offers to be made by a licensed broker or dealer and a Dealer Manager or, where the context so requires, any of its affiliates, is such a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN OR WILL BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION NOR REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

The communication of the Offer to Purchase and any other documents or materials relating to the Offers are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the Offer to Purchase and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Offer to Purchase and such other documents and/or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that they are only being distributed to and are only directed at persons to whom they can lawfully be circulated outside the United Kingdom or to: (i) persons in the United Kingdom having professional experience in matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”)); (ii) persons falling within Article 43 of the Order; or (iii) any other persons to whom the Offer to Purchase and such other documents and/or materials may otherwise lawfully be communicated under the Order (all such persons together being referred to as “relevant persons”). The Offer to Purchase and such documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Offer to Purchase relates is available only to relevant persons and will be engaged in only with relevant persons.

The communication of this Offer to Purchase and any other documents or materials relating to the Offers does not constitute an offer of securities to the public for the purposes of Regulation (EU) 2017/1129 (as amended) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”) and accordingly the requirement to produce a prospectus under the UK Prospectus Regulation does not apply to the Offers.

The communication of this Offer to Purchase and any other documents or materials relating to the Offers does not constitute an offer of securities to the public for the purposes of Regulation (EU) 2017/1129 (as amended) (the “EU Prospectus Regulation”) and accordingly the requirement to produce a prospectus under the EU Prospectus Regulation does not apply to the Offers.

None of the Company, the Dealer Managers, Citibank N.A., London Branch (the “Trustee”) or the Information and Tender Agent makes any recommendation as to whether or not Holders of the Notes should tender their Notes in the Offers.

You should read this entire Offer to Purchase and related documents and any amendments or supplements carefully before making your decision to participate in the Offers.

Holders must tender their Notes in accordance with the procedures described under “Description of the Offers—Procedures for Tendering.”

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Offer to Purchase, and, if given or made, such information or representation may not be relied upon as having been authorized by the Company, the Information and Tender Agent, any Dealer Manager or the Trustee. The delivery of this Offer to Purchase will not under any circumstance, create any implication that the information herein is current as of any time subsequent to the date hereof or that there has been no change in the affairs of the Company since the date of this Offer to Purchase.

After the applicable Expiration Deadline, the Company or its affiliates may from time to time purchase additional Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or the Company may redeem Notes pursuant to the terms of the indenture governing the Notes. Any future purchases may be on the same terms or on terms that are more or less favorable to Holders than the terms of the Offers and, in either case, could be for cash or other consideration. Any future purchases will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company will choose to pursue in the future.

The Dealer Managers or their respective affiliates may from time to time purchase additional Notes for their own account or the accounts of their customers in the open market or in privately negotiated transactions.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.