Offer update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

Recommended Acquisition of Arriva plc by DB UK Holding Limited (a wholly-owned subsidiary of Deutsche Bahn AG) (the "Acquisition")

Offer update

Following discussions with the European Commission about the timing of notification of the proposed Acquisition, Arriva plc ("Arriva") and Deutsche Bahn AG now expect that the notification will be formally submitted on Tuesday 22 June 2010.

Accordingly, subject to the passing of the resolutions to be tabled at the Court Meeting and the General Meeting to be held on 17 June, it is expected that the Court hearings to sanction the Scheme and confirm the associated Reduction of Capital will now take place on 24 and 26 August 2010 respectively, rather than 17 and 19 August 2010 as indicatively stated in the Scheme Document dated 18 May 2010. In addition, subject to the satisfaction or waiver of the Conditions, the Scheme would become effective on 27 August 2010, rather than 20 August 2010.

These anticipated dates remain indicative only and will depend, amongst other things, on the date on which the Conditions are satisfied or, if capable of waiver, waived, the dates on which the Court sanctions the Scheme and confirms the associated Reduction of Capital and the date on which the Court Orders and Statement of Capital are delivered to the Registrar of Companies. If there are any further revisions to the timetable, the Board will make an appropriate announcement at the relevant time.

Deutsche Bahn AG have confirmed to Arriva that they continue to be confident that the Competition Conditions will be satisfied in a timely manner.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document dated 18 May 2010.

This announcement will be made available on the Arriva website at www.arriva.co.uk.

Enquiries

Arriva – 0191 520 4000
David Martin, Chief Executive
Steve Lonsdale, Group Finance Director
Simon Craven, Director – Communications

Rothschild (financial adviser to Arriva) – 020 7280 5000
Avi Goldberg
Crispin Wright

Deutsche Bank (financial adviser and corporate broker to Arriva) – 020 7545 8000
Omar Faruqui
Eduard Van Wyk
James Agnew (corporate broking)
Toby Clark (corporate broking)

RBS Hoare Govett (corporate broker to Arriva) – 020 7678 8000
Nick Adams
Luke Simpson

Tulchan Communications (public relations adviser to Arriva) – 020 7353 4200
Stephen Malthouse

Important Notices

N. M. Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Arriva and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Arriva for providing the protections afforded to clients of N. M. Rothschild & Sons Limited, nor for providing advice in relation to the matters described in this announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin – Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting as financial adviser and corporate broker to Arriva and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Arriva for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to the matters described in this announcement.

RBS Hoare Govett Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting as corporate broker to Arriva and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Arriva for providing the protections afforded to clients of RBS Hoare Govett Limited, nor for providing advice in relation to the matters described in this announcement.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Arriva are advised to read carefully the formal documentation in relation to the Acquisition. The proposals of the Acquisition have been made solely through the Scheme Document dated 18 May 2010, which contains the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any response to the proposals should be made only on the basis of the information in the Scheme Document.

This announcement has been prepared for the purposes of complying with English law and the City Code on Takeover and Mergers and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Information for overseas shareholders

The information contained in this announcement and the Scheme Document may not be the same as that required under the laws of jurisdictions outside England and Wales. The distribution of this announcement and the Scheme Document in jurisdictions other than England and Wales may be restricted by law and therefore persons into whose possession this announcement and the Scheme Document comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

Disclosure of dealings

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.