Publication of Scheme Document

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

FOR IMMEDIATE RELEASE

25 September 2021

RECOMMENDED CASH OFFER

for

WM MORRISON SUPERMARKETS PLC ("MORRISONS")

by

MARKET BIDCO LIMITED ("BIDCO")

(a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund XI) ("CD&R"))

PUBLICATION OF THE SCHEME DOCUMENT

On 19 August 2021, the boards of Morrisons and Bidco announced that they had reached agreement on the terms of a recommended all cash offer by Bidco for the entire issued, and to be issued, share capital of Morrisons (the "CD&R Offer"). The CD&R Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006, which requires the approval of the Scheme Shareholders at the Court Meeting and the Morrisons Shareholders at the General Meeting, and the sanction of the Court.

Publication and posting of the Scheme Document

The Morrisons Board and the Bidco Board are pleased to announce that the circular in relation to the scheme containing, amongst other things, a letter from the Chair of Morrisons, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the CD&R Offer, notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the actions to be taken by Morrisons Shareholders and Morrisons CSN Participants (the "Scheme Document"), together with the associated Forms of Proxy and Forms of Instruction, is today being published and posted to Morrisons Shareholders, Morrisons CSN Participants and, for information only, to participants in the Morrisons Share Plans and persons with information rights. Morrisons Shareholders and Morrisons CSN Participants will receive the Scheme Document in accordance with the notice provisions in the Articles and any notice elections they may have given.

Subject to any restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will be made available today on Morrisons' website at www.morrisons-corporate.com/investor-centre/offer-from-cdr and on CD&R's website at https://www.cdr-inc.com/morrisons-microsite.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Action required

As described in the Scheme Document, the implementation of the Scheme is subject to the Conditions and further terms that are set out in the Scheme Document. To become Effective, the Scheme requires, amongst other things, (i) approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders present and voting, either in person, remotely via the Virtual Meeting Platform, or by proxy, at the Court Meeting, or any adjournment of that Court Meeting; (ii) the passing of the Resolution at the General Meeting by the requisite majority of Morrisons Shareholders and (iii) sanction by the Court.

Notices convening the Court Meeting and General Meeting are set out in the Scheme Document. The Court Meeting is scheduled to be held at 12.30 p.m. on 19 October 2021 and the General Meeting is scheduled to be held at 12.45 p.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) on 19 October 2021, in each case at Hilmore House, Gain Lane, Bradford, West Yorkshire, BD3 7DL and via the Virtual Meeting Platform.

While it is currently anticipated that the Court Meeting and the General Meeting will be held at Hilmore House, Gain Lane, Bradford, West Yorkshire, BD3 7DL in a COVID-19 secure manner, it is possible that the evolving COVID-19 pandemic and Government restrictions and guidance in relation to any developments may mean that this is not possible.

In light of the uncertainty surrounding the COVID-19 restrictions that may be in place at the date of the Meetings, and in order to protect the health and safety of all stakeholders, Scheme Shareholders, Morrisons Shareholders and other attendees (including any duly appointed proxies and/or corporate representatives) are strongly encouraged not to attend the Court Meeting or General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum or to facilitate the proceedings of the Meetings.

Morrisons remains firmly committed to encouraging shareholder engagement on the business of the Court Meeting and the General Meeting. As such, Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend and vote at the Meetings remotely via the Virtual Meeting Platform (even if a proxy appointment is submitted in advance) and (ii) submit questions and/or objections remotely in writing via the Virtual Meeting Platform or orally by telephone.

The Virtual Meeting Guide contains further information on accessing and engaging with the business of the Meetings remotely via the Virtual Meeting Platform and via telephone and is available on Morrisons' website at www.morrisons-corporate.com/investor-centre/offer-from-cdr.

Recommendation

The Morrisons Directors, who have been so advised by Rothschild & Co as to the financial terms of the CD&R Offer, consider the terms of the CD&R Offer to be fair and reasonable. In providing its advice to the Morrisons Directors, Rothschild & Co has taken into account the commercial assessments of the Morrisons Directors.

The Morrisons Directors consider the CD&R Offer to be in the best interests of the Morrisons Shareholders taken as a whole. The Morrisons Directors have also taken into account the interests of the Morrisons business, its management and employees, the Morrisons Pension Schemes and other stakeholders in Morrisons. Accordingly, the Morrisons Directors recommend unanimously that Morrisons Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting.

In light of the recommendation of the CD&R Offer from Bidco, the Morrisons Directors have decided unanimously to withdraw their recommendation of the Fortress Increased Offer.

Scheme Shareholders and Morrisons Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible using any of the methods set out in the Scheme Document. Scheme Shareholders and Morrisons Shareholders are also strongly encouraged to appoint the Chair of the relevant Meeting as their proxy, in particular given the ongoing uncertainties associated with the COVID-19 pandemic.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend the Court Meeting and/or the General Meeting in person, or remotely via the Virtual Meeting Platform, you are therefore strongly urged to complete, sign and return both of your Forms of Proxy or appoint a proxy or proxies electronically for both the Court Meeting and the General Meeting as soon as possible.

Morrisons Shareholders and Morrisons CSN Participants should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Information for Morrisons Shareholders

If you have any questions in relation to this announcement, the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please telephone the Shareholder Helpline between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0333 207 6394 from within the UK (or +44 333 207 6394 if calling from outside the UK). International rates apply to calls from outside the UK. Calls may be randomly monitored for security and training purposes. The Shareholder Helpline cannot provide advice on the merits of the CD&R Offer or give any financial, legal or tax advice.

Copies of the Scheme Document and the Forms of Proxy will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Timetable

The Scheme Document contains a current expected timetable of principal events relating to the Scheme, which is also set out below. Subject to the approval of Scheme Shareholders at the Court Meeting and Morrisons Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on 27 October 2021.

It is intended that following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Morrisons Shares on the Main Market for listed securities and the FCA will be requested to cancel the listing of Morrisons Shares on the Official List. Such cancellation is expected to take effect by 8.00 a.m. on 28 October 2021.

The dates and times given are indicative only and are based on Morrisons' and Bidco's current expectations and may be subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Morrisons Shareholders by announcement through a Regulatory Information Service, with such announcement being available on Morrisons' website at www.morrisons-corporate.com/investor-centre/offer-from-cdr.

Notes:

(1) These times and dates are indicative only and will depend on, among other things, the date(s) upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If the expected date of the Scheme Court Hearing is changed, Morrisons will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service.

Participants in the Morrisons Share Plans will be contacted separately on or around the date of the Scheme Document to inform them of the effect of the Scheme on their rights under the Morrisons Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.

(2) The PINK Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting), may be handed to a representative of Equiniti Limited, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the YELLOW Form of Proxy must be received no later than 12.45 p.m. on 15 October 2021 (or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned General Meeting). Please see "Action to be taken" in the Scheme Document.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two Business Days before the date set for such adjourned Meeting.

(4) To commence at 12.45 p.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.

(5) Morrisons Shares will be disabled in CREST from 6.00 p.m. on 26 October 2021.

(6) The Scheme will become Effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies

(7) The latest date by which the Scheme must be implemented may be extended by agreement between Morrisons and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

Potential Panel Auction

As at the date of this announcement, neither CD&R nor Fortress has declared its offer final and incapable of being increased. This means that a "competitive situation" exists for the purposes of the Takeover Code. It is expected that, should this competitive situation continue as the date of the Court Meeting and the General Meeting approaches, the Panel will require an auction procedure to be undertaken to provide an orderly framework for the resolution of this competitive situation. Any auction procedure is likely to involve one or more rounds of private bidding in which each bidder is afforded the opportunity to increase its offer price, should it wish to do so. Following the completion of any auction procedure, subject to certain exceptions, neither bidder will be entitled to increase its offer price.

A formal announcement relating to any auction procedure will be made by the Panel in due course if the competitive situation continues. Following the conclusion of any auction procedure, the results of the auction procedure will be announced by the Panel and, ahead of the date of the Court Meeting and the General Meeting and the corresponding proxy voting deadlines, the Morrisons Board will write to Morrisons Shareholders, Morrisons CSN Participants and participants in the Morrisons Share Plans and persons with information rights to update them on the results of the auction procedure and to confirm its recommendation as to the action that they should take. Morrisons will also make an announcement through a Regulatory Information Service setting out the Morrisons Board's view on the revised offers (if any) announced by the offerors, including details of its advice and any intended recommendation to Morrisons Shareholders.

All references in this announcement to times are to times in London, unless otherwise stated.

Enquiries:

BNP Paribas, BofA Securities and Mizuho are also acting as financial advisers to Bidco and CD&R in relation to the CD&R Offer.

Clifford Chance LLP is acting as legal adviser to CD&R and Bidco.

Ashurst LLP is acting as legal adviser to Morrisons.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or the solicitation of an offer 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 the CD&R Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Morrisons in any jurisdiction in contravention of applicable law. The CD&R Offer is to be implemented solely pursuant to the terms of the Scheme Document (or, if the Takeover Offer is implemented by way of a Takeover Offer, the CD&R Offer Document), which contain the full terms and conditions of the CD&R Offer, including details of how to vote in respect of the CD&R Offer. Any vote in respect of, or other response to, the CD&R Offer should be made only on the basis of the information contained in the Scheme Document (or, if the CD&R Offer is implemented by way of a Takeover Offer, the CD&R Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Important Notices

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the CD&R Offer or otherwise.

Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and joint corporate broker exclusively for Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Jefferies nor for providing advice in connection with any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, the CD&R Offer or otherwise.

Shore Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and joint corporate broker exclusively for Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with any matter referred to herein. Neither Shore Capital nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, the CD&R Offer or otherwise.

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and CD&R and no one else in connection with the CD&R Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to clients of Goldman Sachs or for giving advice in connection with the CD&R Offer or this announcement or any transaction or arrangement referred to herein.

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for Bidco and Clayton, Dubilier & Rice, LLC and no one else in connection with the CD&R Offer and will not regard any other person as its client in relation to the CD&R Offer and will not be responsible to anyone other than Bidco and Clayton, Dubilier & Rice, LLC for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the CD&R Offer or any other matter or arrangement referred to herein.

BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. In the UK, BNP Paribas is deemed authorised by the PRA with deemed variation of permission, and is subject to regulation by the FCA and limited regulation by the PRA. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. BNP Paribas is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for Bidco and CD&R and no one else in connection with the CD&R Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the CD&R Offer or this announcement or any transaction or arrangement referred to herein.

BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and CD&R in connection with the CD&R Offer and for no one else and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the CD&R Offer or any other matters referred to in this announcement.

Mizuho, which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for Bidco and CD&R and no one else in connection with the CD&R Offer and will not regard any other person as its client in relation to the CD&R Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to clients of Mizuho or its affiliates, nor for providing advice in relation to the CD&R Offer or any other matter or arrangement referred to herein.

Overseas jurisdictions

The release, publication or distribution of this announcement, directly or indirectly, in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The availability of the CD&R Offer to Morrisons Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK to vote their Morrisons Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the CD&R Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Scheme Document and any accompanying documents have been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the CD&R Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the CD&R Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement, the Scheme Document and any formal documentation relating to the CD&R Offer will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted 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. Doing so may render invalid any related purported vote in respect of the CD&R Offer. If the CD&R Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The CD&R Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part II (Explanatory Statement) of the Scheme Document.

Additional information for US investors

The CD&R Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. Accordingly, the CD&R Offer will be subject to disclosure and procedural requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

The financial information included in the Scheme Document (or, if the CD&R Offer is implemented by way of a Takeover Offer, the CD&R Offer Document) has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

However, if, in the future, Bidco exercises the right to implement the CD&R Offer by way of a Takeover Offer, which is to be made in the US, such Takeover Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and Regulation. Such a Takeover Offer would be made in the United States by Bidco and no one else.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the CD&R Offer, or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the CD&R Offer by a US holder of Morrisons Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws in the United States, as well as foreign and other tax laws. Each Morrisons Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the CD&R Offer.

It may be difficult for US Morrisons Shareholders to enforce their rights and claims arising out of US federal laws, since Bidco and Morrisons are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Morrisons Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Morrisons Shares outside of the US, other than pursuant to the CD&R Offer, until the date on which the CD&R Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the CD&R Offer, and other information published by Bidco and Morrisons contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Morrisons about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the CD&R Offer on Bidco and Morrisons (including their future prospects, developments and strategies), the expected timing and scope of the CD&R Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Morrisons believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Morrisons can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the CD&R Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Morrisons operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Morrisons operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Morrisons, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither Bidco nor Morrisons is under any obligation, and Bidco and Morrisons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Morrisons or Bidco, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Morrisons or Bidco, as appropriate.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Morrisons' website at www.morrisons-corporate.com/investor-centre/offer-from-cdr and CD&R's website at https://www.cdr-inc.com/morrisons-microsite by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Requesting hard copy documents

Morrisons Shareholders may request a hard copy of this announcement by contacting Morrisons registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0333 207 6394 from within the UK or +44 333 207 6394 if calling from outside the UK or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. International rates apply to calls from outside the UK. Please note calls may be recorded and Equiniti Limited cannot provide advice on the merits of the CD&R Offer or give any financial, legal or tax advice. Morrisons Shareholders may also request that all future documents, announcements and information in relation to the CD&R Offer should be sent to them in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Morrisons Shareholders, persons with information rights and other relevant persons for the receipt of communications from Morrisons may be provided to Bidco and/or CD&R during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.