Information regarding recommended acquisition of Clipper Logistics plc

Announcements:

GXO Statement re: Recommended Cash and Share Acquisition of Clipper Logistics plc 28 February 2022 (Rule 2.7 Announcement)

GXO Statement re: Possible Offer for Clipper Logistics plc 20 February 2022 (Rule 2.4 Announcement)

Statement re Minor Amendment to the Irrevocable Undertaking from George Turner (14 March 2022)

Results of Court Meeting and General Meeting and statement regarding a minor amendment to the Scheme Document (11 April 2022)

Updated Acquisition Timetable (9 May 2022)

Update on Satisfaction of Polish Competition Authority Condition (12 May 2022)

Waiver of the UK Competition and Markets Authority Condition (18 May 2022)

Scheme sanctioned by Court (20 May 22)

Completion of Recommended Cash and Share Offer (24 May 2022)

Cancellation of Listing (25 May 2022)

Scheme Document:

Scheme Document

Court Meeting and General Meeting in relation to the Scheme:

Forms of Proxy

Form of Election

Virtual Meeting Guide

Transaction Documents:

Confidentiality Agreement (28 February 2022)

Co-operation Agreement dated 28 February 2022

Clean Team Agreement dated 28 February 2022

Bridge Credit Facility Agreement (28 February 2022)

Fee and Syndication Letter (28 February 2022)

Constitutional Documents:

Clipper Articles of Association – Current

Clipper Articles of Association – Proposed

Amended and Restated Certificate of Incorporation of GXO Logistics, Inc.

Second Amended and Restated Bylaws of GXO Logistics, Inc.

Financial Information:

Clipper half year results for the six-months ended 31 October 2021

Clipper annual report and accounts for the financial year ended 30 April 2021

Clipper annual report and accounts for the financial year ended 30 April 2020

GXO Form 10-K for the fiscal year ended December 31, 2021

GXO Form 10-Q for the quarterly period ended September 30, 2021

GXO Form 10-Q for the quarterly period ended June 30, 2021

Disclosures

Gena Ashe Public Dealing Disclosure (2 March 2022)

GXO Opening Position Disclosure (3 March 2022)

Malcolm Wilson Public Dealing Disclosure (14 March 2022)

Malcolm Wilson Public Dealing Disclosure (16 March 2022)

Malcolm Wilson Public Dealing Disclosure (4 April 2022)

JPE – Public Dealing Disclosure (14 April 2022)

Barclays consent letter in relation to Rule 2.7 Announcement

KPMG consent letter in relation to Rule 2.7 Announcement

KPMG consent letter in relation to the Quantified Financial Benefits Statement (2.7)

Rothschild consent letter in relation to Rule 2.7 Announcement

Rothschild consent letter in relation to Quantified Financial Benefits Statement (2.7)

Numis consent letter in relation to Rule 2.7 Announcement

Citi consent letter in relation to Rule 2.7 Announcement

Barclays consent letter in relation to the Scheme Document

KPMG consent letter in relation to the Quantified Financial Benefits Statement (Scheme Document)

Rothschild consent letter in relation to the Scheme Document and the Quantified Financial Benefits Statement

Numis consent letter in relation to the Scheme Document

Citi consent letter in relation to the Scheme Document

Shore Capital consent letter in relation to the Scheme Document

Clipper Directors Irrevocable Undertakings:

David Hodkin

Steve Parkin

Stuart Watson

Tony Mannix

Other Irrevocable Undertakings:

George Turner

George Turner (Deed of Variation)

Gurnaik Chima

Sean Fahey

Rule 15 Letters

Rule 15 Letter – 2019 Sharesave Plan – Options with a Maturity Date after 1 April 2022

Rule 15 Letter – 2019 Sharesave Plan – Options with a Maturity Date on or before 1 April 2022

Rule 15 Letter – 2021 and 2022 Sharesave Plan

Rule 15 Letter – Clipper Performance Share Plan

Other

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