This notice is not for release, publication or distribution, in whole or in part, in or into or from Canada

RECOMMENDED FINAL OFFERS* BY AIRPORT DEVELOPMENT AND INVESTMENT LIMITED

A Company held by a consortium formed at the direction of Ferrovial Infraestructuras, S.A., Caisse de dépôt et placement du Québec and GIC Special Investments Pte Ltd for

BAA plc

£424,000,000 2.94 per cent. Convertible Bonds due 2008 (the “2008 Convertible Bonds”) £425,000,000 2.625 per cent. Convertible Bonds due 2009 (the “2009 Convertible Bonds”) Reference is made to the Revised Offer Document dated 12 June 2006 (the “Revised Offer Document”) setting out the terms of the Recommended Final Offers* by Airport Development and Investment Limited (“ADI”) for all of each of the 2008 Convertible Bonds and the 2009 Convertible Bonds (together the “Convertible Bonds”). Acceptances have been received in respect of more than 90 per cent. of each of the 2008 Convertible Bonds and the 2009 Convertible Bonds to which the relevant Recommended Final Offer* relates. Accordingly, ADI is exercising its rights to acquire compulsorily all of the outstanding 2008 Convertible Bonds and all of the outstanding 2009 Convertible Bonds which have not been assented to the relevant Recommended Final Offer* under the provisions of the UK Companies Act 1985. BAA Convertible Bondholders who have already validly accepted the relevant Recommended Final Offer* in respect of all of their 2008 Convertible Bonds and/or 2009 Convertible Bonds should ignore this notice and need take no further action. Subject as stated in the statutory notice set out below, ADI will be entitled and bound to acquire all non-assented BAA Convertible Bonds in due course. The terms of the compulsory acquisition are set out in the statutory notice. Companies form No 429(4) Notice to non-assenting holders of 2008 Convertible Bonds 429(4) and 2009 Convertible Bonds Pursuant to section 429(4) of the Companies Act 1985 as inserted by Schedule 12 to the Financial Services Act 1986 To: Holders of 2008 Convertible Bonds and/or 2009 Convertible Bonds who have not validly accepted the 2008 Convertible Recommended Final Offer and/or the 2009 Convertible Recommended Final Offer, as the case may be Takeover offers (together, the “Convertible Offers”) were made on 20 April 2006 by Airport Development and Investment Limited (“ADI”) to acquire, respectively, all of the outstanding 2008 Convertible Bonds of BAA (“2008 Convertible Bonds”) and all of the outstanding 2009 Convertible Bonds (“2009 Convertible Bonds” and, together with the 2008 Convertible Bonds, the “Convertible Bonds”). On 6 June 2006, ADI increased the Convertible Offers, and the Convertible Offers were recommended by the board of BAA (such increased offers being, respectively, the “2008 Convertible Recommended Final Offer” and the “2009 Convertible Recommended Final Offer”). ADI has, within 4 months of making of the Convertible Offers, acquired or contracted to acquire not less than nine-tenths in value of (i) the 2008 Convertible Bonds and (ii) the 2009 Convertible Bonds to which the respective Convertible Offers relate. ADI gives notice that it now intends to exercise its rights under section 429 of the Companies Act 1985 to acquire the 2008 Convertible Bonds and/or, as the case may be, the 2009 Convertible Bonds held by you. The terms of the 2008 Convertible Recommended Final Offer and the 2009 Convertible Recommended Final Offer are set out in the Revised Offer Document dated 12 June 2006 sent to BAA Securityholders and made available to BAA Convertible Bondholders (save for those BAA Securityholders and BAA Convertible Bondholders in Canada) and provide for 2008 Convertible Bonds and 2009 Convertible Bonds respectively to be acquired on the following basis: £1,459 in cash for each £1,000 nominal of 2008 Convertible Bonds £1,682 in cash for each £1,000 nominal of 2009 Convertible Bonds In addition, ADI had made available the Convertible Partial Share Alternatives, but this alternative has lapsed in accordance with its terms. The 2008 Convertible Recommended Final Offer and the 2009 Convertible Recommended Final Offer each remain open for acceptance subject to the restrictions set out in the Revised Offer Document and can be accepted by following the procedure set out in the Revised Offer Document. Unless otherwise determined by ADI, the 2008 Convertible Recommended Final Offer and the 2009 Convertible Recommended Final Offer are not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means of interstate or foreign commerce of, or any facility of a national securities exchange of Canada or any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means or facility or from within Canada or any such jurisdiction. N ote. You are entitled under section 430C of the Companies Act to make an application to Court within 6 weeks of the date of this notice for an order that ADI shall not be entitled and bound to acquire your Convertible Bonds or that different terms to those referred to herein shall apply to the acquisition. If you are contemplating such an action you may wish to seek legal advice. Ang Eng Seng, for and on behalf of Airport Development and Investment Limited Any communications regarding the above notice should be addressed to ADI’s tender agent Citibank N.A., 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. If any holder of 2008 Convertible Bonds or 2009 Convertible Bonds is in any doubt about either of the Convertible Recommended Final Offers* or the action such holder should take, such holder is recommended to seek its own personal financial advice from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if it is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in their jurisdiction. US holders of BAA Shares and/or BAA Convertible Bonds should be aware that: the Recommended Final Offers* are for the securities of a corporation organised under the laws of England and Wales and are subject to the procedure and disclosure requirements of England and Wales, including with respect to financial reporting, withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law; ADI and BAA are located outside of the United States, some or all of their officers and directors may be resident outside of the United States and, accordingly, it may not be possible to sue such entities, their officers or directors in a non-US court for violations of the US securities laws, and it may be difficult to compel them to subject themselves to a US court’s judgment; ADI and its members or their respective nominees, or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, BAA Securities other than pursuant to the Recommended Final Offers*, such as in open market or privately negotiated purchases outside the United States during the period in which the offer remains open for acceptance; and Citigroup Global Markets Limited will continue to act as an exempt market maker in BAA Securities on the London Stock Exchange. Information about such purchases will be disclosed as required in the UK and will be available from the Regulatory Information Service on the London Stock Exchange website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the UK. Copies of the Revised Offer Document are available for collection from the date of this advertisement until the last date for the receipt of valid acceptances in respect of the Convertible Recommended Final Offers* from any of: Computershare Investor Services PLC, PO Box 858, The Pavilions, Bridgwater Road, Bristol BS99 5WE; Citibank N.A., 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB; and Computershare Investor Services PLC, 2nd Floor, Vintners Place, 69 Upper Thames Street, London EC4V 3BJ. *ADI reserves the right to increase, extend or otherwise amend the Recommended Final Offers (or any part thereof) (i) with the recommendation of the BAA board; (ii) if a firm intention to make a competing offer for BAA is announced; (iii) with the consent of the Panel; or (iv) if BAA issues an announcement of the kind referred to in Rule 31.9 of the City Code. 18 July 2006.