Update on 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

FOR IMMEDIATE RELEASE

28 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 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"), to be effected by means of a Court-sanctioned scheme of arrangement between Menzies and the Ordinary Scheme Shareholders under Part 26 of the Companies Act (the "Ordinary Share Scheme").

The terms and conditions of the Acquisition were set out in the announcement on 30 March 2022 (the "Recommended Cash Offer Announcement") and in the circular in relation to the Ordinary Share Scheme published on 27 April 2022 (the "Scheme Document").

On 27 April 2022, Bidco confirmed in the Scheme Document that it had received irrevocable undertakings and letters of intent in respect of 13,137,614 Menzies Ordinary Shares, representing approximately 14.29 per cent. of Menzies Ordinary Shares in issue on 26 April 2022, to vote or procure votes in favour of the Ordinary Share Scheme at the Ordinary Share Court Meetings and the resolutions to be proposed at the Ordinary Share General Meetings (or if Bidco exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, to accept such offer).

On 27 April 2022, WM Thomson & Sons announced that it had disposed of an aggregate of 553,056 Menzies Ordinary Shares (the "Disposed Shares") which were the subject of a letter of intent in favour of Bidco, representing approximately 0.60 per cent. of Menzies' issued ordinary share capital as at 26 April 2022. WM Thomson & Sons is therefore no longer able to comply with the terms of such letter of intent in respect of the Disposed Shares. As a result, with effect from such disposal, Bidco has received letters of intent in respect of an aggregate of 6,207,029 Menzies Ordinary Shares, representing approximately 6.75 per cent. of Menzies' issued ordinary share capital as at 26 April 2022.

Therefore, Bidco has received irrevocable undertakings and letters of intent in respect of 12,584,558 Menzies Ordinary Shares, representing approximately 13.69 per cent. of Menzies Ordinary Shares in issue on 26 April 2022, to vote or procure votes in favour of the Ordinary Share Scheme at the Ordinary Share Court Meetings and the resolutions to be proposed at the Ordinary Share General Meetings (or if Bidco exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, to accept such offer).

Notes

Part 6, Section 8 of the Scheme Document contains a summary of the irrevocable undertakings and letters of intent received by Bidco in relation to the Acquisition as at the time at which the Scheme Document was published and Appendix III of the Recommended Cash Offer Announcement contains a summary of the irrevocable undertakings and letters of intent received by Bidco in relation to the Acquisition as at the time at which the Recommended Cash Offer Announcement was made. Copies of the irrevocable undertakings and letters of intent referred to in this announcement are available on Menzies' website at www.Menzies.com and on Bidco's and NAS' website at www.NAS.aero. Capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document.

This announcement is made under Rule 2.10 of the Takeover Code.

Capitalised terms used in this announcement have the meaning given to them in the Scheme Document 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.