APPENDIX 1 - CREDITOR ALLOCATIONS
 
For the purposes of the allocation of New Bonds and New Shares among certain of
the Creditors (excluding BNFL) pursuant to the Restructuring, the Company and
such Creditors agreed the claims set out above would be treated as having the
following values:
 
Claim in respect of: Creditor as at 1 October Claim Amount:
 2003:  (approx.)
 (GBP in m)
 
The Bonds Bondholders GBP407.9
 
RBS Indebtedness  RBS GBP37.5
 
Existing EPL Arrangement Eggborough Banks GBP210.0
 
Enron CFD/Enron Guarantee ECTEF GBP72.0
 
Total CFD/Total Guarantee TOTAL GBP85.0
 
TPL Original PPA/TPL Guarantee TPL GBP159.0
 
The Company and the other parties to the Creditor Restructuring Agreement agreed
the allocation of the New Bonds and the New Shares to be issued pursuant to the
Restructuring in respect of certain Creditors' unsecured claims based upon the
Claim Amounts set out above, and taking into account a number of factors,
including the identity of the relevant debtor and the amounts owed between the
Company and its principal subsidiaries. The allocation of: (i) New Bonds and
New Shares to Creditors (other than BNFL and the Eggborough Banks only to the
extent specified below) if the Members' Scheme does not become Effective; and
(ii) New Bonds and New Shares to Creditors (other than BNFL and the Eggborough
Banks only to the extent specified below) and Shareholders if the Members'
Scheme becomes Effective, is as follows:
 
  New Shares if Members' Scheme New Shares if Members' Scheme
 becomes Effective does not become Effective
 
Name of No. of % of issued No. of New % of issued New Bonds
Shareholder in New New share Shares share (to
British Energy Shares (in capital(4) (in m, capital(4) Creditors
(including Creditors m, approx) approx) only)(2)
and their respective (GBP in m,
allocations as at 1  approx)
October 2003)(1)
 
Bondholders 286.1 51.0 293.4 52.3 154.0
 
RBS 26.2 4.7 26.9 4.8 14.2
 
TPL  78.8 14.0 80.8 14.4 43.5
 
Total 42.1 7.5 43.2 7.7 23.3
 
ECTEF 37.2 6.6 38.1 6.8  20.0
 
Eggborough Banks 76.6 13.7 78.5 14.0 20.0 (3)
 
Shareholders 14.0 2.5 0.0 0.0 0.0
 
TOTAL 561.0  100.0 561.0 100.0 275.0
 
 
 
(1) TPL, Total and ECTEF have since assigned certain of their respective
interests under the Creditor Restructuring Agreement and their respective claims
against the British Energy Group to Deutsche Bank AG London (Deutsche Bank)
which is, consequently, a Significant Creditor. We are aware that a proportion
of these interests may have been subparticipated to third parties. The interest
of Deutsche Bank in the Ordinary Shares of British Energy at the date of the
Creditors' Scheme Circular and as expected immediately following Admission, in
so far as is known to us, is disclosed in paragraph 6.3 of Part X of the
Prospectus: 'Additional information'.
 
(2) In addition, the NLF will receive GBP275m of New Bonds and a right to receive
the NLF Cash Sweep Payment together with further amounts payable under the
Contribution Agreement.
 
(3) Excludes GBP150m bond-equivalent payments through the Amended Credit
Agreement.
 
(4) Percentage of issued share capital immediately following the Restructuring
excluding the impact of the NLF Cash Sweep Payment, the Warrants and Employee
Options.
 
APPENDIX 2 - INDICATIVE TIMETABLE OF PRINCIPAL EVENTS FOR CREDITORS' SCHEME (1)
 
The times and dates given below and mentioned throughout the Creditors' Scheme
Circular are based on current expectations and are subject to change. Scheme
Creditors, Account Holders and other persons with interests in Bonds must, in
order to ensure compliance with the deadlines set out in this timetable, ensure
that they also comply with any deadlines and/or notice and/or timing
requirements set by any institutions or settlement system through which
interests in Bonds are held.
 
Record Date (2)  5:00 p.m. on November 29, 2004
 
Date of publication of the Creditors' Scheme Circular, November 29, 2004
the Prospectus, the Members' Scheme Circular and notice
convening the Bondholder Meetings
 
Meeting Dates: all on December 22, 2004
 
Bondholder Meetings (3)
(2003 Bonds)  9:20 a.m.
(2006 Bonds) 9:40 a.m.
(2016 Bonds) 10:00 a.m.
 
Members' Scheme Meeting of Ordinary Shareholders 10:30 a.m.
Members' Scheme Meeting of A Shareholders 11:30 a.m.
 
Latest time and date for receipt of Forms of Proxy from Scheme
Creditors for the Scheme Meeting 12:10 p.m.
 
Scheme Meeting  12:30 p.m.
 
Initial Deadline (4) 5:00 p.m. on January 7, 2005
 
Date of Court hearing of Petitions to sanction the Schemes January 14, 2005
 
Last dealings in the Company's Bonds January 14, 2005
 
Restructuring Effective Date (5) January 14, 2005
 
Admission of New Bonds and New Shares to the 8:00 a.m. on the dealing day
Official List of the UKLA and dealings commence (6) immediately following the
  Restructuring Effective Date
 
Listing of New ADRs on the NYSE, if possible (7) 9:30 a.m. (New York time) on the
 trading day immediately following
 the Restructuring Effective Date
 
Distribution of Scheme Consideration as soon as practicable after the
 Restructuring Effective Date
 
 
If any of the above times and/or dates change, the revised times and/or dates
will be notified to Scheme Creditors and persons with interests in Bonds by
announcement on a Regulatory Information Service and on the Company's website
at: http://www.british-energy.com. 
 
(1) The times and dates (including those of the Restructuring Effective Date and
the date of Admission) in this timetable are indicative only, are based upon the
Company's current best case expectation and will depend, amongst other things,
on the timetable fixed by the Court, whether any of the Bondholder Meetings, the
Members' Scheme Meeting or the Scheme Meeting are adjourned, the date upon which
the Court allocates a hearing for sanction of the Schemes, whether answers are
lodged in respect of the Members' Scheme or the Scheme and the date on which
steps are taken to make the Schemes Effective. All references to time in the
Creditors' Scheme Circular are to London time except where otherwise stated.
 
(2) All Scheme Claims are determined as at the Record Date.
 
(3) To commence at the time fixed or, if later, immediately following the
conclusion or adjournment of the preceding Bondholder Meeting.
 
(4) The latest date for delivery of Scheme Letters to the Information Agent in
order for Eligible Recipients to participate in the distribution of Scheme
Consideration to be made on the Restructuring Effective Date or as soon as
practicable thereafter. This date may need to be extended in certain
circumstances described in Sections 6, 7 and 8 of Part I of the Creditors'
Scheme Circular and Appendices 3 and 6 to the Explanatory Statement at Part II
of the Creditors' Scheme Circular.
 
(5) This date is indicative only and based upon the Company's current best case
expectation, and may change as a result of, inter alia, any of the factors
outlined in Note (1) above.
 
(6) An application has been made to list the New Bonds and New Shares on the
Official List of the UKLA and it is anticipated that the listing of the New
Bonds and New Shares will be obtained so that dealings may commence on the
Business Day immediately following the Restructuring Effective Date.
 
(7) On September 28, 2004, the NYSE suspended trading in the Company's ADRs and
commenced proceedings to permanently delist the Company's ADRs from the NYSE.
The Company has appealed the NYSE's decision. If the Members' Scheme does not
become Effective, or if neither the Company nor New British Energy are able to
meet the NYSE's relevant listing criteria on or prior to Admission, New ADRs
will not be listed on the NYSE on Admission. In that event, New British Energy
has agreed to take all reasonable steps to apply for a listing of New ADRs on
the NYSE at such time following Admission as New British Energy satisfies the
NYSE listing criteria. In such circumstances, however, New British Energy will
be required to satisfy the NYSE's listing criteria for new securities, including
minimum public float and minimum shareholder eligibility requirements that New
British Energy may not be able to satisfy immediately after Admission.
 
 APPENDIX 3 - INDICATIVE TIMETABLE OF PRINCIPAL EVENTS FOR SHAREHOLDERS (1)
 
 
Latest time and date for receipt of green Form of  10.30 a.m. on December 20, 2004
 
Proxy for the Ordinary Share Court Meeting (2)
 
Latest time and date for receipt of blue Form of 11.30 a.m. on December 20, 2004
 
Proxy for the A Share Court Meeting (3)
 
Latest time and date for receipt of white Form of 12 noon on December 20, 2004
 
Proxy for the Extraordinary General Meeting
 
Voting Record Time (4,5,6) 6.00 p.m. on December 20, 2004
 
Ordinary Share Court Meeting 10.30 a.m. on December 22, 2004
 
A Share Court Meeting (7) 11.30 a.m. on December 22, 2004
 
Extraordinary General Meeting (7) 12 noon on December 22, 2004
 
Creditors' Scheme Meeting 12.30 p.m. on December 22, 2004
 
Election Return Time (8)  6.00 p.m. on January 13, 2005
 
Scheme Record Time (9) 6.00 p.m. on January 13, 2005
 
Disposal Record Time (10)  6.00 p.m. on January 13, 2005
 
Date of Court hearing of Petition to sanction the January 14, 2005
 
Members' Scheme
 
Restructuring Effective Date (11)  January 14, 2005
 
New Shares and Warrants admitted to the Official 8.00 a.m. on the dealing day
List and dealings commence immediately following the
 
 Restructuring Effective Date
Listing of New ADRs on the New York Stock 9.30 a.m. (New York time)
Exchange, if possible (12) on the trading day immediately following
 the Restructuring Effective Date
Crediting of New Shares and/or Warrants to CREST  the dealing day immediately following
accounts where a valid Form of Election has been the Restructuring Effective Date
received (13)
 
Date of Court hearing to sanction the New British  January 18, 2005
 
Energy Reduction (14)
 
Date on which the New British Energy Reduction January 18, 2005
 
becomes Effective (14)
 
Dispatch of New Share certificates and/or Warrant  within 14 days of the
certificates where a valid Form of Election has been Restructuring Effective Date
received
 
Dispatch of cheques and crediting of CREST  within 14 days of the
accounts in respect of proceeds of sale of New sale of the New Shares and/or Warrants
 
Shares and/or Warrants where no valid Form of
 
Election has been received
 
(1) These times and dates (including the Restructuring Effective Date and the
date of Admission) are indicative only, are based on the Company's current best
case expectation and will depend, amongst other things, on the timetable fixed
by the Court, whether either of the Court Meetings or the Extraordinary General
Meeting are adjourned, the date upon which the Court allocates a hearing for the
sanction of the Members' Scheme, whether objections are lodged in respect of the
Members' Scheme or Creditors' Scheme, and the date on which steps are taken to
make the Members' Scheme Effective. If any of the these times and/or dates
change, the revised times and/or dates will be notified to Shareholders by
announcement on a Regulatory Information Service and on the Company's website at

http://www.british-energy.com. All times stated in the Members' Scheme Circular are

London times.
 
(2) Forms of Proxy for the Ordinary Share Court Meeting not returned by this
time may be handed to the chairman at the Ordinary Share Court Meeting.
 
(3) Forms of Proxy for the A Share Court Meeting not returned by this time may
be handed to the chairman at the A Share Court Meeting.
 
(4) Only those Ordinary Shareholders who are entered on the relevant register of
members of the Company as holders of Ordinary Shares at the Voting Record Time
will be entitled to vote at the Ordinary Share Court Meeting.
 
(5) Only those A Shareholders who are entered on the relevant register of
members of the Company as holders of A Shares at the Voting Record Time will be
entitled to vote at the A Share Court Meeting.
 
(6) In accordance with Regulation 41 of the Uncertificated Securities
Regulations 2001 and the articles of association of the Company, only those
Ordinary Shareholders entered on the relevant register of members of the Company
as at the Voting Record Time shall be entitled to attend or vote at the
Extraordinary General Meeting in respect of the number of shares registered in
their name at that time. Changes to entries on the relevant register of members
after the Voting Record Time shall be disregarded in determining the rights of
any person to attend or vote at the Extraordinary General Meeting.
 
(7) To commence at the time fixed or, if later, immediately following the
conclusion or adjournment of the preceding Court Meeting.
 
(8) New Shares and/or Warrants will only be issued to Shareholders who return
valid Forms of Election before this time.
 
(9) Only Scheme Shareholders entered on the relevant register of members of the
Company at the Scheme Record Time as holders of Ordinary Shares or A Shares will
be entitled to New Shares and Warrants if the Members' Scheme becomes Effective.
 
(10) Only Shareholders entered on the relevant register of members of the
Company at the Disposal Record Time as holders of Ordinary Shares or A Shares
will be entitled to Warrants if the Members' Scheme does not become Effective
but the Disposal Resolution is passed.
 
(11) This date is indicative only and is based upon the Company's current best
case expectation and may change as a result of, amongst other things, any of the
factors outlined in note 1 above.
 
(12) September 28, 2004, the NYSE suspended trading in British Energy ADRs and
commenced proceedings to permanently delist British Energy ADRs from the NYSE.
British Energy has appealed the NYSE's decision. If the Members' Scheme does not
become Effective or if neither British Energy nor New British Energy are able to
meet the NYSE's relevant listing criteria on or prior to Admission, New ADRs
will not be issued or listed on the NYSE on Admission of the New Shares. In that
event, New British Energy has agreed to take all reasonable steps to apply for a
listing of New ADRs on the NYSE at such time following Admission as New British
Energy satisfies the NYSE listing criteria. In such circumstances, however, New
British Energy will be required to satisfy the NYSE's listing criteria for new
securities, including minimum public float and minimum shareholder eligibility
requirements that New British Energy may not be able to satisfy immediately
after Admission.
 
(13) New Shares and/or Warrants will only be credited to CREST accounts on this
date if the relevant Shareholder has made a valid Shareholder Election. Warrants
in respect of Shareholders who have made a Deemed Election will be credited to
CREST accounts within 14 days of the Restructuring Effective Date.
 
(14) The New British Energy Reduction requires the sanction of the Court and the
Court order confirming the New British Energy Reduction to be filed with the
Companies Registrar and registered by him. It is anticipated that these steps
will take place on the dates indicated although the dates may change depending
on, amongst other things, the timetable fixed by the Court.