May 9, 2007

Recommended acquisition of Alliance Boots plc by AB Acquisitions Limited
(a company jointly controlled by certain funds advised by KKR and Stefano Pessina)
to be effected by way of a scheme of arrangement under section 425 of the Companies Act 1985


If you are in any doubt as to the action you should take, you are recommended to seek your own Financial advice immediately from your stockbroker, bank manager, accountant or other independent Financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, from another appropriately authorised independent Financial adviser.

If you have sold or otherwise transferred all of your Alliance Boots Shares, please send this document, but not the personalised Forms of Proxy or Form of Election, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through which the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or delivered in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or otherwise transferred only part of your holding of your Alliance Boots Shares, you should retain these documents and consult the stockbroker, bank or other agent through which the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Shareholders should read carefully the whole of this document and the accompanying Forms of Proxy and Form of Election. Your attention is drawn to the letter from the Chairman of Alliance Boots in Part One of this document which contains the unanimous recommendation of the Independent Directors to vote in favour of the resolutions to be proposed at the Alliance Boots Meetings required to implement the Scheme and to an explanatory statement from Goldman Sachs and Greenhill explaining the Scheme in greater detail which is set out in Part Two of this document.

Notices of a Court Meeting and the Alliance Boots EGM, each of which will be held at Goldman Sachs International, River Court, 120 Fleet Street, London EC4A 2QQ on 31 May 2007, are set out in Part Twelve of this document. The Court Meeting will start at 10.00 a.m. on that date and the Alliance Boots EGM at 10.15 a.m. or as soon thereafter as the Court Meeting is concluded or adjourned.

The action to be taken in respect of the Alliance Boots Meetings is set out on page 2 of this document and also in paragraph 11 of the Chairman's letter in Part One of this document.

Download Shareholder Circular as PDF here -(650 KB) open link in a new window


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