Irrevocable Undertakings and Letters of Intent

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 April 2022

RECOMMENDED FINAL[1] CASH OFFER

by

GIL INTERNATIONAL HOLDINGS V LIMITED

(a wholly-owned subsidiary of Agility Public Warehousing Company K.S.C.P.)

for

JOHN MENZIES PLC

Update on Irrevocable Undertakings and Letters of Intent

On 30 March 2022, the board of directors of GIL International Holdings V Limited ("Bidco"), a wholly-owned subsidiary of Agility Public Warehousing Company K.S.C.P. ("Agility"), and the board of directors of John Menzies plc ("Menzies") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Menzies not already owned by Bidco (the "Acquisition")

The terms and conditions of the Acquisition were set out in the announcement on 30 March 2022 (the "Recommended Cash Offer Announcement").

Bidco announced in the Recommended Cash Offer Announcement that it had received irrevocable undertakings and letters of intent in respect of a total of 13,137,614 Menzies Shares, representing approximately 14.29 per cent. of Menzies Shares in issue on 29 March 2022 (being the last Business Day prior to the date of the Recommended Cash Offer Announcement) to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such Takeover Offer). These comprised irrevocable undertakings from the Menzies Directors in respect of 2,991,571 Menzies Shares (representing approximately 3.25 per cent. of the Menzies Shares in issue on 29 March 2022) and letters of intent from D.C. Thomson & Company Limited, Axxion S.A., WM Thomson & Sons (acting through its nominee) and SVM Asset Management in respect of 10,146,043 Menzies Shares (representing, in aggregate, approximately 11.04 per cent. of the of the Menzies Shares in issue on 29 March 2022).

Following the Recommended Cash Offer Announcement, Bidco received an irrevocable undertaking from Axxion S.A. in respect of the 3,385,958 Menzies Shares held by it (the "Axxion S.A. Shares"), representing approximately 3.68 per cent. of Menzies Shares in issue on 29 March 2022, to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such Takeover Offer) (the "Axxion Irrevocable Undertaking"). The Axxion Irrevocable Undertaking supersedes the letter of intent provided by Axxion S.A. in respect of the Axxion S.A. Shares on 29 March 2022.

The Axxion Irrevocable Undertaking will cease to be binding in the following circumstances:

a) Bidco announces, with the consent of the Takeover Panel and before the Scheme Document or offer document (as applicable) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Code within 10 Business Days of such announcement; or

b) the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced in accordance with Rule 2.7 of the Code within 10 Business Days of such lapse or withdrawal; or

c) a third party announces a firm intention to make an offer to acquire the entire issued and to be issued ordinary share capital of Menzies in accordance with Rule 2.7 of the Code on terms which represent an improvement of no less than 15 per cent of the value of the consideration offered under the Acquisition (a "Competing Offer") and Bidco does not increase the consideration offered under the Acquisition to an amount which is greater than the value of consideration offered pursuant to the Competing Offer within 10 Business Days of the date of the announcement of such Competing Offer.

As a result, Bidco has now received irrevocable undertakings in respect of 6,377,529 Menzies Shares (representing approximately 6.94 per cent. of Menzies Shares in issue on 29 March 2022) and letters of intent in respect of 6,760,085 Menzies Shares (representing approximately 7.35 per cent. of Menzies Shares in issue on 29 March 2022).

In aggregate, Bidco has received irrevocable undertakings and letters of intent in respect of 13,137,614 Menzies Shares, representing approximately 14.29 per cent. of Menzies Shares in issue on 29 March 2022.

Capitalised terms used in this announcement have the meaning given to them in the Recommended Cash Offer Announcement unless the context requires otherwise.

Enquiries:

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Agility, NAS and Bidco and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Agility, NAS and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in this Announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Menzies securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.nas.aero, by no later than 12 noon (London time) on 4 April 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

About Agility Public Warehousing Co.

Agility is a global player and a pioneer in emerging markets through diversified logistics activities and technological ventures. Agility is listed on the Kuwait Stock Exchange.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.