Heathrow6.45% S Regulatory News (88BX)

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States of America.

ANNOUNCEMENT OF NOTICE OF REDEMPTION TO THE HOLDERS OF HEATHROW FINANCE PLC £275,000,000 5.375% SENIOR SECURED NOTES DUE 2019

Common Code: 086435250

ISIN Number: XS0864352504

Reference is made to the Trust Deed, dated as of 14 December 2012 (the Trust Deed) among Heathrow Finance Plc, as Issuer (the Company), Heathrow (DSH) Limited, as Parent, and Deutsche Trustee Company Limited, as Trustee, pursuant to which the Company has issued the £275,000,000 5.375% Senior Secured Notes due 2019 (the Notes).

Capitalised terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Trust Deed, the Notes, and the Prospectus relating to the Notes, dated 10 December 2012.

Pursuant to Condition 7.2(a) of the Notes, the Company hereby notifies you of the redemption of all of the outstanding Notes and provides the following information:

a) the Company intends to redeem the Notes on 4th March 2019 (such date, the Redemption Date), with the redemption payment being made to Accountholders of the Notes as of 1st March 2019 (the Record Date);

b) the Notes will be redeemed at a redemption price equal to 100 per cent of the principal amount of the Notes plus the Applicable Redemption Premium and accrued and unpaid interest to, but excluding, the Redemption Date as set out in the Conditions;

c) the total principal amount of the Notes to be redeemed will be the aggregate outstanding principal amount of the Notes (which, as of the date of this Announcement, is £262,266,000);

d) unless the Issuer defaults in making the redemption payment pursuant to the terms of the Trust Deed, interest on the Notes ceases to accrue on and after the Redemption Date;

e) the redemption shall occur pursuant to Condition 7.2 of the Notes; and

f) the notice is irrevocable.

Deutsche Bank AG, London Branch is the Principal Paying Agent and has the following address:

Address: DEUTSCHE BANK AG, LONDON BRANCH Winchester House 1 Great Winchester Street

London EC2N 2DB

England

For further information, please contact

Heathrow

James Hoskins, Head of Debt Investor Relations 020 8745 0811

Important Information

This announcement does not contain or constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan or the United States or in any jurisdiction in which such offer or solicitation is unlawful prior to registration or qualification under the relevant securities laws of any such jurisdiction and is not intended to provide the basis for any credit or other evaluation of the securities.

The notes may not be offered or sold in the United States or to, or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act) absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). In particular, the notes have not been, and will not be, registered under the Securities Act, and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly directly or indirectly within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Unless an exemption under the relevant securities laws is applicable, the notes may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into Australia, Canada, or Japan, or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, or Japan, or any other jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction. No public offering of the notes is being made in the United States. In addition, any relevant securities registration or other clearances under the applicable securities laws have not been and will not be made or obtained with or from the relevant authorities in Australia, Canada, Japan or any other jurisdiction except the United Kingdom.

This communication is not being distributed to or directed at persons other than persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 ("FSMA") by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the notes other than in circumstances in which section 21(1) of FSMA does not apply to us.