ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

You are attempting to enter the area of this microsite that is designated for the publication of documents and information in connection with a potential offer (the “Potential Offer”), for the entire issued and to be issued share capital of Eddie Stobart Logistics PLC (“ESL”) by funds managed by DBAY Advisors Limited (“DBAY”). The information contained in this microsite is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this microsite does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Potential Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Please read this notice carefully – it applies to all persons who view the microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the microsite may be amended at any time, in whole or in part, at our sole discretion.

The contents of this microsite do not constitute a prospectus or prospectus equivalent document.

The contents of this microsite are not intended to and do not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Potential Offer or otherwise.

Overseas jurisdictions

The release, publication or distribution of the contents of this microsite in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept any Potential Offer or to execute and deliver the form of acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

The contents of this microsite have been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this the contents of this microsite had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

Accordingly, copies of the contents of this microsite and any formal documentation relating to any Potential Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of any Potential Offer to ESL Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Additional US information

The contents of this microsite are not intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to any Potential Offer or otherwise.

Any Potential Offer would relate to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from certain of those of the US. Any financial statements or other financial information included in this microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with any Potential Offer, since DBAY and ESL are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares in ESL may not be able to sue DBAY, ESL or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel DBAY, ESL and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Cautionary note regarding forward-looking statements

The contents of this microsite may contain certain forward-looking statements with respect to the financial condition, results of operations and business of ESL.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as “anticipate”, “ESL”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning.  These statements are based on assumptions and assessments made by ESL, in light of its experience and its perception of historical trends, current conditions, future developments and other factors they believe appropriate.  By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.  Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this microsite.  ESL does not assume any obligation to update or correct the information contained or reproduced on this microsite (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Responsibility

In relation to any document, announcement or information contained in this area of the microsite, the only responsibility accepted by the directors of  ESL (the “Responsible Persons”) is for the correctness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, ESL or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other microsite that may be linked to this microsite by a third party.

The documents included in this area of the microsite are reproduced only as at the specified date of the relevant document and neither ESL nor any of its affiliates has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

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You certify that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the microsite or parts thereof illegal.

You agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in the microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.

You represent and warrant to ESL that you intend to access the microsite for information purposes only.

You have read and understood the notice set out above, you understand that it may affect your rights or responsibilities and you agree to be bound by the terms of this notice.

If you are not able to give these confirmations, you should click on DECLINE below.

 

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