NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN

APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955, AS AMENDED (RSA 421-B) WITH THE
STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY
THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B
IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO US INVESTORS
Each purchaser of the Notes will be deemed to have made the representations,
warranties and
acknowledgements that are described in this Offering Memorandum under
Notice to Investors.
The Notes offered hereby have not been and will not be registered under the US
Securities Act or
with any securities regulatory authority of any state or other jurisdiction in the
United States and may
not be offered or sold in the United States, except to qualified institutional
buyers within the
meaning of Rule 144A in reliance on an exemption from the registration
requirements of the US
Securities Act provided by Rule 144A. Prospective sellers are hereby notified that
the sellers of the
Notes may be relying on the exemption from the registration requirements of
Section 5 of the US
Securities Act provided by Rule 144A. The Notes may be offered and sold outside
the United States in
reliance on Rule 903 or Rule 904 of Regulation S. For a description of certain
further restrictions on
resale or transfer of the Secured Notes, see Notice to Investors.
The Notes described in this Offering Memorandum have not been registered with,
recommended
by or approved by the SEC, any state securities commission in the United States
or any other securities
commission or regulatory authority, nor has the SEC, any state securities
commission in the United
States or any such securities commission or authority passed upon the accuracy
or adequacy of this
Offering Memorandum. Any representation to the contrary is a criminal offence.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY
JURISDICTION. BY

ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE

NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY
NOTES TO THE
PUBLIC.
NOTICE TO EEA INVESTORS
This Offering Memorandum has been prepared on the basis that all offers of the
Notes to the
public in any Member State of the European Economic Area that has implemented
the Prospectus
Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the
Prospectus Directive or, if implemented by that Relevant Member State, the 2010
PD Amending
Directive, as implemented in that Relevant Member State, from the requirement
to produce a
prospectus for offers of securities. Accordingly, any person making or intending to
make any offer in a
Relevant Member State of Notes, which are the subject of the placement
contemplated in this Offering
Memorandum, may only do so in circumstances in which no obligation arises for
the Issuer or any of
the initial purchasers to publish a prospectus for such offer pursuant to Article 3 of
the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospective
Directive. Neither the
iii
Issuer nor any of the initial purchasers have authorised, nor do they authorise, the
making of any offer
of the Notes through any financial intermediary, other than offers made by the
initial purchasers, which
constitute the final placement of the Notes contemplated in this Offering
Memorandum. Neither the
Issuer nor any of the initial purchasers have authorised, nor do they authorise, the
making of an offer
of Notes in circumstances in which an obligation arises for the Issuer or any of the
initial purchasers to
publish or supplement a prospectus for such offer.
For the purposes of this section, the expression an offer of the Notes to the
public in relation to
any Notes in any Relevant Member State means the communication in any form
and by any means of
sufficient information on the terms of the offer and the Notes to be offered to
enable an investor to
decide to purchase or subscribe for the Notes, as the same may be varied in that
Member State by any
measure implementing the Prospectus Directive in that Member State and the
expression Prospectus
Directive means Directive 2003/71/EC and includes any relevant implementing
measure in each
Relevant Member State and the expression 2010 PD Amending Directive means
Directive
2010/73/EU.
NOTICE TO UK INVESTORS
This Offering Memorandum has not been approved by an authorised person in the
United
Kingdom and is for distribution only to persons who (i) have professional
experience in matters relating

to investments falling within Article 19(1) of the Financial Services and Markets
Act 2000 (Financial
Promotion) Order 2005, as amended (the Financial Promotion Order), (ii) are
persons falling within
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial
Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom
an invitation or
inducement to engage in investment activity within the meaning of Section 21 of
the Financial Services
and Markets Act 2000 (the FSMA) in connection with the issue or sale of any
securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being
referred to as relevant persons). This Offering Memorandum is 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 this Offering Memorandum relates is available only to
relevant persons and
will be engaged in only with relevant persons. Any person who is not a relevant
person should not act
or rely on this Offering Memorandum or any of its contents.
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 the FSMA) received by
it in connection with
the issue or sale of the Notes other than in circumstances in which Section 21(1)
of the FSMA does
not apply to us.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF
JUDGMENTS
SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
ISSUER ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL
PORTION OF THE ASSETS OF SUCH NON-RESIDENT PERSONS AND A SUBSTANTIAL
PORTION OF THE ASSETS OF THE ISSUER ARE LOCATED OUTSIDE THE UNITED
STATES. AS A RESULT, IT MAY NOT BE POSSIBLE FOR INVESTORS TO EFFECT
SERVICE
OF PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS OR THE ISSUER,
OR
TO ENFORCE AGAINST THEM IN US COURTS JUDGMENTS OBTAINED IN SUCH
COURTS
PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES
LAWS OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED THAT:
(1) RECOGNITION AND ENFORCEMENT IN ENGLAND AND WALES OF JUDGMENTS IN
CIVIL AND COMMERCIAL MATTERS FROM US FEDERAL OR STATE COURTS IS NOT
AUTOMATIC BUT IS INSTEAD SUBJECT TO VARIOUS CONDITIONS BEING MET; AND
(2) IT IS QUESTIONABLE WHETHER THE COURTS OF ENGLAND AND WALES WOULD
iv
ACCEPT JURISDICTION AND IMPOSE CIVIL LIABILITY IF THE ORIGINAL ACTION WAS
COMMENCED IN ENGLAND AND WALES, INSTEAD OF THE UNITED STATES, AND
PREDICATED SOLELY UPON US FEDERAL SECURITIES LAWS.
STABILISATION
In connection with the offering of the Notes, Credit Suisse Securities (Europe)
Limited (the
Stabilising Manager) (or persons acting on behalf of the Stabilising Manager)
may over-allot Notes
or effect transactions with a view to supporting the market price of the Notes at a
level higher than

that which might otherwise prevail. However, there is no assurance and may be
no obligation on the
Stabilising Manager that the Stabilising Manager (or persons acting on behalf of
the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on
or after the date on
which adequate public disclosure of the terms of the offering of the Notes is made
and, if begun, may
be ended at any time, but it must end no later than 30 days after the date on
which the Issuer received
the proceeds of the issue, or no later than 60 days after the date of the allotment
of the Notes,
whichever is the earlier. Any stabilisation action or over-allotment must be
conducted by the Stabilising
Manager (or persons acting on their behalf) in accordance with all applicable laws
and rules.
v
NOTES ON DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings
assigned to them
below:
2011 Notes . . . . . . . . . . . . . . . . . . The existing 500,000,000 8.125% Senior
Notes due 2018,
$410,000,000 7.750% Senior Notes due 2018 and $410,000,000
8.125% Senior Notes due 2021 issued 19 May 2011.
Asia Pacific . . . . . . . . . . . . . . . . . . The marketing region we define as including
Australia, Brunei,
Indonesia, Japan, Korea, Malaysia, New Zealand, the
Philippines, Singapore, Sri Lanka and Thailand.
Board or board of directors . . . . The board of directors of the Issuer.
British pounds, GBP, pounds
sterling, sterling, or . . . . . . Pounds sterling, the currency of the United
Kingdom of Great
Britain and Northern Ireland.
Chinese yuan, CNY or yuan . . Chinese yuan, the currency of the Peoples
Republic of China.
euro, EUR or A . . . . . . . . . . . Euro, the currency of the European Union
Member States
participating in the European Monetary Union.
Financial Period 2009 . . . . . . . . . . Period from 18 January 2008 to 31 March
2009.
Fiscal year . . . . . . . . . . . . . . . . . . Year beginning 1 April and ended 31 March of
the following
year.
Fiscal 2009 . . . . . . . . . . . . . . . . . . Year beginning 1 April 2008 and ended 31
March 2009.
Fiscal 2010 . . . . . . . . . . . . . . . . . . Year beginning 1 April 2009 and ended 31
March 2010.
Fiscal 2011 . . . . . . . . . . . . . . . . . . Year beginning 1 April 2010 and ended 31
March 2011.
Fiscal 2012 . . . . . . . . . . . . . . . . . . Year beginning 1 April 2011 and ended 31
March 2012.
Fiscal 2013 . . . . . . . . . . . . . . . . . . Year beginning 1 April 2012 and ended 31
March 2013.
IFRS . . . . . . . . . . . . . . . . . . . . . . International Financial Reporting Standards
and
interpretations issued by the International Accounting
Standards Board and adopted by the European Commission.

Indenture . . . . . . . . . . . . . . . . . . . The indenture governing the Notes offered

hereby.
Indian GAAP . . . . . . . . . . . . . . . . Accounting principles generally accepted in
the Republic of
India.
Indian rupees . . . . . . . . . . . . . . . . Indian rupees, the lawful currency of the
Republic of India.
Jaguar Land Rover, Jaguar Land
Rover Group, Group, we,
us and our . . . . . . . . . . . . . . . Jaguar Land Rover PLC and its subsidiaries
(including any of
their predecessors).
Issuer . . . . . . . . . . . . . . . . . . . . . . Jaguar Land Rover PLC, a public limited
company
incorporated under the laws of England and Wales.
LIBOR . . . . . . . . . . . . . . . . . . . . . London Interbank Offered Rate.
MTM . . . . . . . . . . . . . . . . . . . . . . Mark to market.
vii