Disclaimer

Important Disclaimer

Possible offer (the “Possible Offer”) by Kelsian Group Limited (“KLS”) for The Go-Ahead Group plc (“Go-Ahead”)

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN MANY 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE ”INFORMATION”) PUBLISHED BY KLS AND/OR GO-AHEAD RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE ”CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. KLS reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of KLS.

To allow you to view information about the Possible Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Possible Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Possible Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Possible Offer, including details on how it may be accepted. Any decision made in relation to the Possible Offer should be made solely on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in the United States or any other jurisdiction where an offer of securities may not be permissible without a locally compliant prospectus, registration or other formality.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION OUTSIDE OF THE UNITED KINGDOM.

This Microsite contains Information that has been prepared for the purposes 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 Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Any securities referred to in these documents have not been, and will not be, registered under the US Securities Act of 1933 or under the securities laws of any state or other jurisdiction of the United States. Such securities may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

The documents are not being made available via this Microsite to any person in the United States and, with respect to certain other jurisdictions, access is limited to certain categories of institutional and professional investors in compliance with applicable law.

If you are not permitted to view the materials on this Microsite, or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite.

These materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, to any persons in the United States or any other jurisdiction as such distribution could breach applicable law.

Forward-Looking Statements

This Microsite and the Information may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of KLS and the KLS Group (being KLS and its subsidiaries and subsidiary undertakings) and Go-Ahead and the Go-Ahead Group (being Go-Ahead and its subsidiaries and subsidiary undertakings) following the implementation of the Possible Offer.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based largely on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of KLS and the KLS Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. In some cases, forward-looking statements can be identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.

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 could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could affect the future operations of KLS and the KLS Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) price fluctuations in respect of particular services; (b) changes in demand for KLS services; (c) currency fluctuations; (d) reserves estimates; (e) loss of market share and industry competition; (f) environmental and physical risks; (g) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (h) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (i) economic and financial market conditions in various countries and regions; (j) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (k) changes in trading conditions; (l) the ability to obtain requisite shareholder approvals and the satisfaction of other conditions on the proposed terms and schedule; (m) the ability of KLS and Go-Ahead to successfully retain key employees; (n) changes in general economic, business and political conditions, including changes in the financial markets; and (o) compliance with government regulation.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in KLS’s interim FY2022 financial year half year results for the half-year ended 31 December 2021 (available at https://www.kelsian.com/invest...). These factors also should be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of KLS, the KLS Group, Go-Ahead or the Go-Ahead Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any materials related to the Possible Offer accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by KLS speak only at the specified date of the relevant document and no KLS Person (as defined below) has, nor accepts, any responsibility or duty to update or revise such documents.

In relation to any announcements or other materials (or parts thereof) related to the Possible Offer issued or published by Go-Ahead, or which relate to Go-Ahead and the Go-Ahead Group, that are accessible on this website (“Go-Ahead Information”), no KLS Person (as defined below) has independently verified the accuracy or completeness of such Go-Ahead Information and the only responsibility accepted by KLS is for the correctness and fairness of its reproduction.

None of the directors of KLS, any of their affiliated companies, nor any of their directors, officers, employees, agents, contractors or advisers (“KLS Persons”) have reviewed, and no such KLS Person is or shall be responsible for or accepts any liability in respect of, the Go-Ahead Information or any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this 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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

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

Confirmation of understanding and acceptance

I have read and understood the notice set out above and I agree to be bound by its terms.

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