Admission Document in Relation to AIM, a Market Operated by the London Stock Exchange Plc (“AIM”), and ESM, a Market Operated by the Irish Stock Exchange Plc (“ESM”)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the UK Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities in the UK (or if you are resident in the Republic of Ireland) is duly authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos.1-3) or the Investment Intermediaries Act 1995 (as amended), or otherwise duly qualified in your jurisdiction. The whole of the text of this Document should be read. This Document comprises an admission document in relation to AIM, a market operated by the London Stock Exchange plc (“AIM”), and ESM, a market operated by the Irish Stock Exchange plc (“ESM”). This Document has been drawn up in accordance with the AIM Rules for Companies (the “AIM Rules”) and the ESM Rules for Companies (the “ESM Rules”) and has been issued in connection with the proposed admission to trading of the entire issued and to be issued ordinary share capital of Applegreen plc (the “Company”) to AIM and ESM. AIM and the ESM are both markets designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM and ESM securities are not admitted to the Official List of the UK Listing Authority or the Main Securities Market of the Irish Stock Exchange plc (together, the “Official Lists”). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The AIM Rules and the ESM Rules are less demanding than the rules applicable to companies where shares are listed on the premium/primary segments of the Official Lists and it is emphasised that no application is being made for admission of the entire issued and to be issued ordinary share capital of the Company (the “Ordinary Shares”) to the Official Lists. Each AIM company is required pursuant to the AIM Rules to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange plc in the form set out in Schedule 2 to the AIM Rules for Nominated Advisers. The London Stock Exchange plc has not itself examined or approved the contents of this Document. Each ESM company is required pursuant to the ESM Rules to have an ESM adviser. The ESM adviser is required to make a declaration to the Irish Stock Exchange plc on admission in the form set out in Schedule 2 to the Rules for ESM Advisers. The Irish Stock Exchange plc has not itself examined or approved the contents of this Document. Your attention is drawn to the Risk Factors set out in Part 2 of this Document which Part should be read in its entirety. The whole of this Document should be read in light of these risk factors. Application will be made for the whole of the ordinary share capital of the Company in issue and to be issued pursuant to the Placing, to be admitted to trading on AIM and ESM. It is expected that Admission will become effective and that trading in the Ordinary Shares will commence on AIM and ESM on 19 June 2015.

APPLEGREEN PLC (Incorporated and registered in the Republic of Ireland under the Irish Companies Acts with registered number 491702)

Placing of 18,421,053 New and 5,713,158 Existing Ordinary Shares at a price of €3.80 (c.277 pence) per Ordinary Share and Admission to trading on AIM and ESM

ESM Adviser, Joint Bookrunner Nominated Adviser, Joint Bookrunner and Joint Broker and Joint Broker

Ordinary Share Capital immediately following Admission

Issued and fully paid Number Amount Ordinary Shares of €0.01 each 78,871,053 €788,710.53

Shore Capital & Corporate Limited (“SCC”), which is authorised and regulated by the Financial Conduct Authority, has agreed to act as Nominated Adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited (“SCS”), which is a member of the London Stock Exchange plc and is authorised and regulated by the Financial Conduct Authority, has agreed to act as broker in the United Kingdom for the purposes of the AIM Rules exclusively to the Company and no one else in connection with the Placing and Admission. Persons receiving this Document should note that, in connection with the Placing and Admission, SCC and SCS are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SCC and SCS or for advising any other person on the Placing and Admission. In accordance with the AIM Rules and the AIM Rules for Nominated Advisers, SCC has confirmed to the London Stock Exchange plc that it has satisfied itself that the Directors have received advice and guidance as to the nature of their responsibilities and obligations to ensure compliance by the Company with the AIM Rules and the AIM Rules for Nominated Advisers and that, in its opinion and to the best of its knowledge and belief, all relevant requirements of the AIM Rules and the AIM Rules for Nominated Advisers have been complied with. Goodbody Stockbrokers (“Goodbody”), which is authorised and regulated by the Central Bank of Ireland, has been appointed as ESM Adviser for the purposes of the ESM Rules and has agreed to act as broker to the Company. Persons receiving this Document should note that, in connection with the Placing and Admission, Goodbody is acting exclusively for the Company in connection with Placing and Admission and is not acting for any other person and will not be responsible to any person for providing the protections afforded to customers of Goodbody or for advising any other person in connection with the Placing and Admission. In accordance with the ESM Rules and the Rules for ESM Advisers, Goodbody has confirmed to the Irish Stock Exchange plc that it has satisfied itself that the Directors have received advice and guidance as to the nature of their responsibilities and obligations to ensure compliance by the Company with the ESM Rules and the Rules for ESM Advisers and that, in its opinion and to the best of its knowledge and belief, all relevant requirements of the ESM Rules and the Rules for ESM Advisers have been complied with. The Directors of the Company, whose names appear on page 7 of this Document, accept responsibility, both individually and collectively, for the information contained in this Document including responsibility for compliance with the AIM Rules and the ESM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Document is in accordance with the facts, and this Document makes no omission likely to affect the import of such information. No representation or warranty, express or implied, is made by SCC, SCS or Goodbody as to any of the contents of this Document in connection with the Placing and Admission, or otherwise. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Ordinary Shares are being offered and sold (i) outside the United States in reliance on Regulation S under the US Securities Act (“Regulation S”) and (ii) in the United States only to persons reasonably believed to be “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act (“Rule 144A”) in reliance on Rule 144A or another exemption from the registration requirements of the US Securities Act. Prospective investors are hereby notified that the sellers of the Ordinary Shares may be relying upon the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A. Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state of the United States, has approved the Ordinary Shares or passed upon the adequacy or accuracy of this Document. Any representation to the contrary is a criminal offense in the United States. In addition, until 40 days after the commencement of the offering of the Ordinary Shares, an offer or sale of Ordinary Shares in the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an applicable exemption from registration under the US Securities Act. This Document does not comprise a prospectus or for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) (the “Prospectus Regulations”) or within the meaning of section 85 of FSMA and does not constitute an offer of securities to the public in Ireland under the Prospectus Regulations or, within the meaning of section 102B of FSMA, the United Kingdom or elsewhere. Copies of this Document which is dated 16 June 2015, will be available on the Company’s website at www.applegreenstores.com from the date of Admission. Copies of this Document will also be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) at the offices of Goodbody Stockbrokers at Ballsbridge Park, Ballsbridge, Dublin 4, Ireland and at Share Capital & Corporate Limited, Bond Street House, 14 Clifford Street, London W1S 4JS, United Kingdom for one month from the date of Admission.

2 IMPORTANT INFORMATION

No legal, business, tax or other advice is provided in this Document. Prospective investors should consult their professional advisers as needed on the potential consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence.

Prospective investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of the Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption or other disposal of the Ordinary Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer, redemption or other disposal of the Ordinary Shares.

This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful and this Document is not for distribution in or into the Prohibited Territories. The Ordinary Shares have not been and will not be registered under the applicable securities laws of any Prohibited Territories and, unless an exemption under such laws is available, may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Prohibited Territories for the account or benefit of any national, resident or citizen of the Prohibited Territories. The distribution of this Document in other jurisdictions may be restricted or prohibited by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE INVESTOR, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Forward looking Statements This Document contains statements that are, or may be deemed to be, “forward looking statements”. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “plans”, “anticipates”, “targets”, “aims”, “continues”, “expects”, “intends”, “may”, “will”, “would” or “should” (or, in each case, their negatives or other variations or comparable terminology). These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Document and include, without limitation, statements regarding the current beliefs and expectations of the Company concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth strategies, business strategy, plans, and the markets in which the Group operates. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. The forward-looking statements are subject to, among other things, the “Risk factors” in Part 2 of this Document and involve known and unknown risks and uncertainties and speak only as of the date of this Document. These statements are based on the Company’s expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Group’s financial performance. Though the Company believes these expectations to be reasonable at the date of this Document they may prove to be erroneous. Investors are hereby cautioned that a number of factors could cause actual results, outcomes, performance or achievements of the Group or industry results to differ materially from those

3 expressed or implied in forward looking statements. Such factors include, but are not limited to, those described in the Risk Factors section of this Document.

Save as required by law or the AIM Rules or the ESM Rules, the Company undertakes no obligation to publicly update these forward looking statements and will not publically release the results of any revisions it may make to any of these forward looking statements in this Document that may occur due to any change in the Company’s expectations or to reflect events or circumstances after the date of this Document.

Presentation of financial information The Group publishes its financial statements in euros. The financial statements contained in this Document have been prepared in accordance with IFRS as adopted by the EU. Throughout this Document, unless otherwise indicated, the following exchange rate has been used:

2012 Year End GBP 1.00: €1.23

2013 Year End GBP 1.00: €1.18

2014 Year End GBP 1.00: €1.24 USD: 1.00: €0.75

Latest Practicable Date GBP: 1.00: € 1.37 USD: 1.00: € 0.89

The financial information presented in a number of tables in this Document has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a table may not conform exactly to the total figure given for that table. In addition, certain percentages presented in the tables in this Document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

Certain unaudited supplementary non-IFRS measures such as “EBITDA” have been included in the financial information contained in this Document as the Directors believe that these provide important alternative measures with which to assess the Group’s performance. Investors should not consider EBITDA in isolation or as an alternative to revenue and operating profit which are IFRS measures. EBITDA may not be indicative of the Group’s historical operating results, nor is it meant to be predictive of future results. Additionally, the Group’s calculation of EBITDA may be different from the calculation used by other companies and therefore comparability may be limited. Investors should not use this measure as a substitute for the analysis of the Company’s results as reported in the income statement or cash flow statement.

The Group has historically reported financial and site information split between the geographies of the Republic of Ireland, the United Kingdom and the United States. Following Admission, the Group intends to split the information it reports between the geographies of Ireland, Great Britain and the United States.

No incorporation of Website Information This Document will be made available at www.applegreenstores.com. Notwithstanding the foregoing, the contents of the Company’s website, the contents of any website accessible from hyperlinks on the Company’s website, or any other website referred to in this Document are not incorporated in and do not form part of this Document.

4 Enforcement of Judgments The Company is a public company incorporated under the laws of the Republic of Ireland and substantially all of its assets are located outside the United States. The Directors are citizens or residents of countries other than the United States and all or substantially all of the assets of such persons are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Company or such persons or to enforce outside of the United States judgments obtained against the Company or such persons in the United States, including without limitation judgments based upon the civil liability provisions of the United States federal securities laws or the laws of any state or territory within the United States. In addition, an award or awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the Republic of Ireland or the United Kingdom. Investors may also have difficulties enforcing, in original actions brought in courts in jurisdictions outside the United States, liabilities under United States securities laws.

Available information The Company has agreed that, for so long as any of the Ordinary Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), nor exempt from reporting under the US Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of an Ordinary Share, or to any prospective purchaser of an Ordinary Share designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the US Securities Act upon the written request of such holder, beneficial owner or prospective purchaser.

Defined Terms Certain terms used in this Document are defined in the “Definitions” section of this Document. Certain technical terms are defined in the “Glossary of Business Definitions” section of this Document.

5 CONTENTS

PAGE

IMPORTANT INFORMATION 3

DIRECTORS, SECRETARY AND ADVISERS 7

DEFINITIONS 9

GLOSSARY OF BUSINESS DEFINITIONS 14

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 15

PLACING STATISTICS 15

PART 1 INFORMATION ON THE GROUP 16

PART 2 RISK FACTORS 33

PART 3 OPERATING AND FINANCIAL REVIEW 43

PART 4 ACCOUNTANT’S REPORT AND HISTORICAL FINANCIAL INFORMATION ON THE GROUP 54

PART 5 TAXATION 98

PART 6 ADDITIONAL INFORMATION 109

PART 7 TERMS AND CONDITIONS OF THE PLACING 140

6 DIRECTORS, SECRETARY AND ADVISERS

Directors Daniel John Kitchen (Independent Non-Executive Chairman) Robert (“Bob”) Christopher Etchingham (Chief Executive Officer) Joseph (“Joe”) James Barrett (Chief Operating Officer) Paul William Lynch (Chief Financial Officer) Howard Michael Millar (Independent Non-Executive Director) Martin Andrew Southgate (Independent Non-Executive Director) Brian Patrick Geraghty (Independent Non-Executive Director)

Company Secretary Paul Lynch

Registered Office Block 17 Joyce Way Parkwest Dublin 12 Ireland

Nominated Adviser Shore Capital & Corporate Limited Bond Street House 14 Clifford Street London W1S 4JU United Kingdom

Joint Bookrunner and Shore Capital Stockbrokers Limited Joint Broker Bond Street House 14 Clifford Street London W1S 4JU United Kingdom

ESM Adviser, Joint Bookrunner Goodbody Stockbrokers and Joint Broker Ballsbridge Park Ballsbridge Dublin 4 Ireland

Legal Adviser to the Company Arthur Cox as to the laws of the Earlsfort Centre Republic of Ireland Earlsfort Terrace Dublin 2 Ireland

Eugene F. Collins Temple Chambers 3 Burlington Road Dublin 4 Ireland

Legal Adviser to the Company Kerman & Co. LLP as to English Law 200 Strand London WC2R 1DJ United Kingdom

Legal Adviser to the Company Herbert Smith Freehills LLP as to US Law Exchange House Primrose Street London EC2A 2EG United Kingdom

7 Legal Adviser to Shore Capital McCann FitzGerald and Goodbody as to the laws Riverside One of the Republic of Ireland Sir John Rogerson’s Quay Dublin 2 Ireland

Legal Adviser to Shore Capital Pinsent Masons LLP and Goodbody as to English Law 30 Crown Place Earl Street London EC2A 4ES United Kingdom

Legal Adviser to Shore Capital Ashurst LLP and Goodbody as to US Law Broadwalk House 5 Appold Street London EC2A 2HA United Kingdom

Reporting Accountant and PricewaterhouseCoopers Auditor One Spencer Dock North Wall Quay Dublin 1 Ireland

Registrars Capita Registrars (Ireland) Limited 2 Grand Canal Square Dublin 2 Ireland

Financial PR Consultants Drury Porter Novelli (Republic of Ireland) 17a Gilford Road Sandymount Dublin 4 Ireland

Financial PR Consultants (UK) Powerscourt 1 Tudor Street London EC4Y 0AH United Kingdom

Company website www.applegreenstores.com

8 DEFINITIONS

The following definitions apply throughout this Document, unless the context otherwise requires:

“€” the euro, the lawful currency of the Republic of Ireland pursuant to provisions of the Economic and Monetary Union Act 1998;

“£” or “Pounds Sterling” or “pence” the lawful currency of the United Kingdom;

“$” or “US Dollars” or “cents” the lawful currency of the United States;

“2014 Accounts” Applegreen plc and the subsidiaries Directors’ Report and consolidated Financial Statements for the year ended 31 December 2014;

“2014 Share Option Scheme” a share option scheme operated by the Company as described in paragraph 11.2 of Part 6;

“Act” or “Companies Act” or “Acts” the Companies Act 2014 and every statutory modification and re- enactment thereof for the time being in force;

“Admission” admission of the Ordinary Shares to trading on AIM and ESM becoming effective in accordance with the AIM Rules and the ESM Rules respectively;

“AIM” the market of that name operated by the London Stock Exchange;

“AIM Rules” the AIM Rules for Companies published by the London Stock Exchange from time to time;

“AIM Rules for Nominated Advisers” the AIM Rules for Nominated Advisers published by the London Stock Exchange from time to time;

“Applegreen plc 2015” a long term incentive plan adopted by the Company as described in Long Term Incentive Plan” paragraph 11.3 of Part 6;

“Articles” or “Articles of Association” the articles of association of the Company, as amended from time to time and in effect upon and from Admission;

“AFTL licence an auto-fuel traders licence;

“Audit Committee” the audit committee of the Company as described in paragraph 11 of Part 1;

“B&J Holdings Limited” a company incorporated in Malta under registration number C63066 and having its registered office at 93 Mill Street, Qormi, QRM 3102, Malta;

“Board” or “Directors” the directors of the Company, whose names as at the date of this Document are set out on page 7 of this Document, including any duly constituted committee of the Directors;

“Capita” Capita Registrars (Ireland) Limited, trading as “Capita Asset Services” a company registered in the Republic of Ireland with registered number 307313 and having its registered office situated at 2 Grand Canal Square, Dublin 2;

“certificated” or “in certificated form” in certificated form (that is, not in CREST);

“CGT” capital gains tax;

9 “Code” the US Internal Revenue Code of 1986, as amended;

“Company” or “Applegreen” Applegreen plc, a company incorporated under the laws of the Republic of Ireland (registered under the number 491702), with its registered office at Block 17, Joyce Way, Parkwest, Dublin 12, Ireland;

“CREST” the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations;

“CREST Regulations” the Companies Act 1990 (Uncertificated Securities) Regulations 1996 as amended from time to time and any provisions of or under the Acts which supplement or replace such CREST Regulations including any medication thereof or any regulations in substitution under Section 1086 of the Act;

“Document” this document issued by the Company in relation to Admission;

“DSA licence” a licence granted under the Dangerous Substances Act 1972;

“Enlarged Share Capital” the entire issued share capital of the Company immediately following Admission being the Existing Ordinary Shares, New Ordinary Shares and Option Shares;

“ESM” the Enterprise Securities Market operated and regulated by the Irish Stock Exchange;

“ESM Adviser” Goodbody;

“ESM Rules” the ESM Rules for Companies published by the Irish Stock Exchange;

“EU” the European Union;

“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST;

“Executive Director” means an executive director of the Company, as of the date of this Document, namely Bob Etchingham, the Chief Executive Officer, Joe Barrett, the Chief Operating Officer, and Paul Lynch, the Chief Financial Officer;

“Existing Ordinary Shares” the 60,000,000 Ordinary Shares in issue as at the Latest Practicable Date (which excludes the Option Shares);

“FCA” the Financial Conduct Authority of the UK;

“FCA Handbook” a publication by the FCA that sets out the rules and guidance made by the FCA under FSMA, as amended from time to time;

“FP Order” Financial Services and Markets Act 2000 (Financial Promotion Order 2005) as amended;

“FSMA” the Financial Services and Markets Act 2000;

“GB” or “Great Britain” Great Britain (i.e. the United Kingdom, excluding Northern Ireland);

“Goodbody” Goodbody Stockbrokers;

“Group” the Company and its subsidiaries from time to time;

10 “IFRS” International Financial Reporting Standards as adopted by the European Union;

“Independent Non-Executive a non-executive director of the Company who has been designated as independent by the Board, as at the date of this Document, namely Daniel Kitchen, Howard Millar, Martin Southgate and Brian Geraghty;

“Irish Corporate Governance Annex” the Irish Corporate Governance Annex to the UK Corporate Governance Code issued by the Irish Stock Exchange;

“Ireland” the island of Ireland which includes the Republic of Ireland and Northern Ireland and “Irish” shall be construed accordingly save in Part 5, where it means the Republic of Ireland and “Irish” shall be construed accordingly;

“Irish Stock Exchange” the Irish Stock Exchange plc;

“Irish Takeover Panel” the statutory body responsible for monitoring and supervising takeovers and other relevant transactions in relevant companies in Ireland;

“Irish Takeover Rules” the Irish Takeover Panel Act, 1997 Takeover Rules, 2013;

“Latest Practicable Date” the latest practicable date prior to the publication of this Document, being 15 June 2015, save for the exchange rates stated which shall be as at 11 June 2015;

“Lock-in Deed” the lock in deed entered into by the Lock-in Parties, Bob Etchingham and Joe Barrett with the Joint Bookrunners and the Company on 16 June 2015;

“Lock-in Parties” has the meaning set out in paragraph 13.4 of Part 6;

“Lock-in Period” has the meaning set out in paragraph 13.4 of Part 6;

“London Stock Exchange” London Stock Exchange plc;

“Memorandum” or “Memorandum the memorandum of association of the Company as amended from of Association” time to time and in effect upon and from Admission;

“New Ordinary Shares” the 18,421,053 Ordinary Shares which the Company is proposing to issue and allot pursuant to the Placing, such allotment being conditional upon Admission;

“Nominated Adviser” SCC;

“Nomination Committee” the nomination committee of the Company as described in paragraph 11 of Part 1;

“NRA” National Roads Authority, an independent statutory body established under the Roads Act, 1993, which has overall responsibility for the planning, supervision of construction, road network management and maintenance on National roads in the Republic of Ireland;

“Official List(s)” the official list maintained by the UKLA and/or the official list maintained by the Irish Stock Exchange, as the context may require;

“Ordinary Shares” ordinary shares of €0.01 each in the share capital of the Company;

11 “Option Shares” means the 450,000 Ordinary Shares to be issued to Michael O’Loughlin immediately prior to Admission following the exercise by him of share options granted pursuant to the 2014 Share Option Scheme;

“Placees” subscribers for Placing Shares pursuant to the Placing;

“Placing” the conditional placing by SCS and Goodbody, on behalf of the Company of 18,421,053 New Ordinary Shares and on behalf of the Selling Shareholders of 5,713,158 Sale Shares pursuant to the Placing Agreement;

“Placing Agreement” the conditional agreement dated 16 June 2015 between (1) the Company (2) the Directors (3) SCC (4) SCS (5) Goodbody and (6) the Selling Shareholders relating to the Placing and Admission, further details of which are set out in paragraph 13.1 of Part 6;

“Placing Price” €3.80 (c.277 pence) per Placing Share;

“Placing Shares” the New Ordinary Shares and the Sale Shares;

“Prohibited Territories” Australia, Canada, Japan, the Republic of South Africa and their respective territories and possessions;

“Prospectus Directive” European Parliament and Council Directive 2003/71/EC of 4 November 2003;

“QIBs” “qualified institutional buyers” as defined in Rule 144A;

“QCA” the Quoted Companies Alliance;

“QCA Guidelines” the Corporate Governance Code for Small and Mid-size Quoted Companies published by the QCA in May 2013;

“Redeemable Shares” means the redeemable shares of €0.01 each in the capital of the Company;

“Registrar” the Company’s registrars, being Capita;

“Regulation S” Regulation S under the US Securities Act;

“Relationship Agreement” the conditional agreement dated 16 June 2015 between (1) B&J Holdings Limited, (2) Bob Etchingham, (3) Joe Barrett and (4) the Company further details of which are set out in paragraph 13.6 of Part 6;

“Remuneration Committee” the remuneration committee of the Company as described in paragraph 11 of Part 1;

“Rules for ESM Advisers” the rules for ESM advisers published by the Irish Stock Exchange from time to time;

“Republic of Ireland” the island of Ireland excluding Northern Ireland;

“Rule 144A” Rule 144A under the US Securities Act;

“Sale Shares” the 5,713,158 Existing Ordinary Shares and Option Shares being sold on behalf of the Selling Shareholders pursuant to the Placing;

“SCC” or “Shore Capital & Shore Capital & Corporate Limited; Corporate”

12 “SCS” or “Shore Capital Shore Capital Stockbrokers Limited; Stockbrokers”

“Selling Shareholders” B&J Holdings Limited and Michael O’Loughlin;

“Shareholders” holders of Ordinary Shares;

“Shore Capital” SCC and/or SCS, as the context permits;

“Substantial Acquisitions Rules” the Irish Takeover Panel Act 1997, Substantial Acquisition Rules 2007;

“UK Listing Authority” or “UKLA” the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA;

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“uncertificated” or “in uncertificated shares recorded on the register of members of the Company as form” being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of an instruction issued in accordance with the rules of CREST;

“US” or “USA” or “United States” the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and

“US Securities Act” the US Securities Act of 1933.

Any references to paragraphs and parts are to paragraphs and parts of this Document.

13 GLOSSARY OF BUSINESS DEFINITIONS

The following explanations are not intended as technical definitions, but rather are intended to assist the reader in understanding terms used in the Document.

“Adjusted EBITDA” normalised trading EBITDA adjusted for foreign exchange movements, share based payments, profit on disposal of assets, Company share of results of associates and other non-recurring items;

“CoCo Site” a company owned and company operated petrol station, i.e. a petrol station which is not a Dealer Site and which is either operated without long term arrangements with one fuel supplier or is operated directly by a fuel supplier;

“Dealer Site” a petrol station operated by an independent operator which is operated with long term arrangements with one fuel supplier which is typically an oil major or fuel importer;

“EBITDA” earnings before tax, interest, depreciation amortisation and impairment charges;

“EBITDAR” earnings before interest, tax, depreciation, amortisation, impairment charges and rental costs under operating leases;

“forecourt site” or “site” a site operated by the Group that is either a Service Area Site or a PFS;

“Gross Domestic Product” the market value of all officially recognised final goods and services produced within a country in a given period of time;

“Group Dealer Site” a PFS which is not operated by the Group but where the Group supplies the fuel to the operator and the canopy and pumps are branded Applegreen. In such sites, the non-fuel revenue remains under the control of the operator of the site;

“MSA” motorway service area;

“Net Debt” total borrowings including finance leases less cash and cash equivalents;

“oil major” a multinational oil company with both upstream and downstream activities;

“Platts” an international fuel price benchmark;

“petrol station” an establishment selling petrol and oil and sometimes other supplies and services;

“PFS” or “Petrol Filling Station” a site operated by the Group which is not a Service Area Site or a Group Dealer Site;

“ROCE” the ratio of EBIT (being earnings before interest, tax) to the average of the current and prior year capital employed (being total equity plus net debt); and

“Service Area Sites” the Group’s larger sites, which must fulfil at least two of the following criteria: (1) be on a motorway or trunk road; (2) have a seating area of at least 400 sq.ft; (3) and have more than one branded food offering.

14 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document 16 June 2015

Issue of the New Ordinary Shares 19 June 2015

Admission effective and dealings commence on AIM and ESM 19 June 2015

CREST accounts credited with uncertificated shares (as applicable) 19 June 2015

Expected latest date for despatch of definitive share certificates (as applicable) 30 June 2015

Each of the times and dates in the above timetable is subject to change without further notice at the discretion of the Company, Shore Capital and Goodbody Stockbrokers. All times are Dublin times unless stated otherwise.

PLACING STATISTICS

Placing Price €3.80 (c.277 pence(8))

Number of Ordinary Shares in issue immediately prior to the Placing(1) 60,000,000

Number of Placing Shares being offered pursuant to the Placing 24,134,211

– New Ordinary Shares 18,421,053

– Sale Shares 5,713,158

Number of Ordinary Shares in issue immediately following Admission(2) 78,871,053

Placing Shares as a percentage of the Enlarged Share Capital 30.6%

Gross proceeds of the Placing for the Company(3) €70.0 million (£51.1 million)

Estimated net proceeds receivable by the Company(4)(5) €65.2 million (£47.6 million)

Gross proceeds of the Placing for the Selling Shareholders(6) €21.7 million (£15.8 million)

Market capitalisation of the Company at the Placing Price €299.7 million following Admission(7) (£218.8 million)

AIM/ESM ticker APGN

International Securities Identification Number (ISIN) IE00BXC8D038

Stock Exchange Daily Office List for ESM (SEDOL) BXC8D03

Stock Exchange Daily Official List for AIM (SEDOL) BYZG2B5

(1) The Option Shares are not in issue immediately prior to the Placing and will be issued immediately prior to Admission. (2) Includes the Options Shares. (3),(4),(6),(8) For reference purposes only, the following exchange rates were prevailing as at the Latest Practicable Date: £1.00:€1.37. (5) The estimated net proceeds receivable by the Company is stated after the deduction of commission and expenses payable to the Company and incurred in connection with the Placing and is estimated on the basis of the exchange rate prevailing at the Latest Practicable Date (accordingly the exchange rate may change between the Latest Practicable Date and completion of the Placing). (7) Based on the Enlarged Share Capital and the Placing Price of €3.80 per Placing Share.

15 PART 1

INFORMATION ON THE GROUP

1. INTRODUCTION Applegreen is a major petrol forecourt retailer in the Republic of Ireland with a significant and growing presence in the United Kingdom. From an operational base of 64 sites at the end of 2009, the Group has grown to 152 sites as at 31 December 2014, across the Republic of Ireland (96 sites), United Kingdom (54 sites) and in Long Island, United States (2 sites). Applegreen is the number one motorway service area operator by number of sites in the Republic of Ireland. The Group operates a distinctive retail led business model which is built around the following key features: ● “Low Fuel Prices Always” price promise ● “Better Value Always” in shop ● High quality food and beverage offering

Applegreen’s growth strategy is focused on acquiring and developing new sites in the markets in which it operates and upgrading and rebranding its existing sites (as further described in paragraph 7 of this Part 1). The Directors believe that economic growth in the Republic of Ireland and the United Kingdom and structural changes in the petrol station markets, where oil majors are continuing to retreat from front line fuel retailing and moving towards a business model supplying independent operators, offer good growth opportunities to the Group. The Group has recently established a small presence in Long Island, United States to provide it with a potential platform for expansion in the medium term in the north east of the United States.

The Directors believe that the Group is well positioned to take advantage of growth opportunities. In particular, Applegreen: ● has demonstrated a track record of high growth in challenging consumer markets. The Group delivered compound annual growth rates of 19 per cent. in EBITDA and 24 per cent. in revenue over the last four financial years, encompassing a period of significant recession, particularly in the Republic of Ireland; ● has developed a brand and a consumer offer that is compelling, profitable and highly cash generative. The Group’s cash conversion for the last three financial years has been greater than 100 per cent. of its EBITDA; ● is skilled at identifying opportunities in a fragmented market. The Group has a disciplined investment and execution regime; ● can continue to exploit high growth/high margin convenience lines to generate superior returns into the future. The Group targets a ROCE of over 20 per cent. and achieved a ROCE of 36.6 per cent. and 35.2 per cent. in FY2013 and FY2014 respectively; and ● has a scalable model which can be replicated in the markets in which it operates.

The Company is seeking to raise approximately €70.0 million (£51.1 million) (before expenses) through the Placing, the net proceeds of which will be used to accelerate growth in the territories in which it operates, including the acquisition and development of new sites and the upgrading and rebranding of existing sites. In addition, the Placing will raise approximately €21.7 million (£15.8 million) (before expenses) for the Selling Shareholders. Further details of the Placing are set out below in paragraph 13 of this Part 1.

2. HISTORY AND BACKGROUND The Group was founded in 1992 by Bob Etchingham (Chief Executive Officer) with the acquisition of its first site in Ballyfermot, Dublin and Mr Etchingham was joined in the business a year later by Joe Barrett (Chief Operating Officer). Mr Etchingham and Mr Barrett have led the growth and development of the business in the intervening period and as at the Latest Practicable Date together are the ultimate beneficial owners of 100 per cent. of the Existing Ordinary Shares.

While the initial years of the Group saw gradual growth (with the number of sites increasing to 24 by the end of 2005), from the outset there was a focus on the development of the retail proposition and the

16 establishment of a quality food offering on its forecourt sites. This was delivered in partnership with companies such as SPAR Ireland, Wimpy and Bewleys Limited before the Group launched the distinctive Applegreen brand in 2005. The launch of the Applegreen brand commenced a more rapid phase in the Group’s development with 53 sites operating by the end of 2008, including the Group’s first site in the UK.

In 2009, the Group established its distribution centre in the Republic of Ireland for the non fuel products sold by the business as part of its retail proposition. Today, a significant majority of the non fuel products sold by the Group’s Republic of Ireland sites are supplied by this distribution centre. Also in 2009, following a winning bid by a consortium which included the Group (please see notes 16 and 27 in Part B of Part 4 for more information on the consortium), the Group was awarded the contract to operate the first six MSAs in the Republic of Ireland. The opening of the first MSA in 2010 was the start of the Group’s partnership with leading international food brands such as Burger King and Costa Coffee.

In 2013 the Group refinanced all of its debt facilities through a combination of the cash generated by the business, funds generated from the sale and leaseback of four of its sites and the drawdown of new facilities provided by Ulster Bank Ireland Limited and Allied Irish Banks, p.l.c.

The breadth of food offers operated by the Group expanded further in 2013 with a partnership with Subway and more recently in 2015 through partnerships with Greggs and Chopstix. In 2014, the Group developed and launched two further MSA sites in the Republic of Ireland and opened its first two sites in Long Island, United States. The Group acquired four sites in Northern Ireland, all of which have planning permission to become MSAs, the first of which opened in April 2015 (the Group expects the MSAs on the three remaining sites to be operational by the end of 2017).

Since the launch of the Applegreen brand in 2005, the Group has achieved a compound annual growth rate of sites of 40 per cent. with site numbers reaching 75 by the end of 2010 and over 150 by the end of December 2014. Aside from the acquisition of 12 sites in the United Kingdom from the Co-operative Group Limited in 2013 and the development of the MSA sites in the Republic of Ireland (described above), the growth in the Group’s site numbers has predominately been as a result of single site or small acquisitions. Figure 2.1 below provides an overview of the Group’s key milestones to date.

Figure 2.1 – Key milestones of the Group to date

152 stations Open 6 Motorway Service Areas Fuel card 119 stations (MSA) and dealer offering Outsource launched transaction processing to 95 Opened 2 Open first EXL in India stations Distribution sites in the forecourt in Centre opens stations 81 USA the UK stations 75 Complete Petrogas 157,000 64 refinance launch the Loyalty stations of business Applegreen card 53 Launch brand holders stations loyalty card Acquire 4 programme MSA sites in NI

24 stations

20052005 2008 2009 2010 2011201 1 20122013 2014

Revenue: Revenue: €42.9m €937.3m (1) (2) EBITDA: EBITDA: (1),(3) (2),(4) €1.7m €22.8m

(1) Source: Audited Financial Statements for the year ended 30 June 2005. (2) Source: Audited Financial Statements for the year ended 31 December 2014. (3) EBITDA defined as earnings before interest, tax, depreciation, amortisation and impairment charges. (4) Represents Adjusted EBITDA.

17 3. MARKET OVERVIEW Market Structure Decline in number of petrol stations in the Republic of Ireland and the United Kingdom As demonstrated in Figures 3.1 and 3.2, there has been a long term decline in the number of petrol stations in the Republic of Ireland and the UK, although the rate of decline has levelled off in recent years. This decline is associated with significant structural changes in the retail fuel market which are explained in more detail below.

Figure 3.1 – Petrol station numbers in the Republic of Ireland from 2002 to 2014

2,533 2,451 2,314 2,179 2,096 2,033 1,911 1,862 1,850 1,845 1,824 1,816 1,800¹

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Source: Experian Catalist (31 December 2014)

(1) The Directors estimate that 33 per cent. of the c.1800 petrol stations are small one to two pump petrol stations (without a retail offering) with the balance being standalone petrol stations.

Figure 3.2 – Petrol station numbers in the UK from 2000 to 2014

13,107 12,305 11,707 10,933 10,475 9,968 9,526 9,430 9,264 8,921 8,787 8,706 8,608 8,613 8,591

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Source: Experian Catalist (31 March 2014)

Retreat of oil majors from the retail fuel market Oil majors are continuing to retreat from the retail fuel market as they concentrate on upstream oil exploration and development activities. As a result of this refocusing, the oil majors have disposed of a large number of petrol stations in the Republic of Ireland and the United Kingdom to independent operators who operate the petrol stations but continue to supply fuel under long term arrangements with one fuel supplier which is typically an oil major or fuel importer (“Dealer Sites”). Petrol stations which are not Dealer Sites (“CoCo Sites”) are either company owned and operated petrol stations without long term arrangements with one fuel supplier or are operated directly by a fuel supplier. The Group’s sites are predominantly CoCo Sites with no long term commitment to any one fuel supplier.

Retail fuel supply Supply of fuel is referenced to a margin above an international fuel price benchmark (such as Platts) plus transport cost or ex rack (i.e. from the terminal). Fuel retailers carry a limited amount of stock (generally less than one week) so there is, typically, a very limited exposure to any changes in the price of oil.

Market in the Republic of Ireland The market in the Republic of Ireland is comprised of CoCo Sites and Dealer Sites. There are currently c.1,800 petrol stations in the Republic of Ireland of which the Directors estimate that 33 per cent. are small one to two pump petrol stations (without a retail offering) with the balance being standalone petrol stations. Compared to the UK, the supermarkets have a very small market share of the retail fuel market (approximately four per cent. market share from one per cent. of sites compared with 44 per cent. from 16 per cent. of sites in the UK). In Ireland there are ten fuel supply companies who supply to the retail sector from terminals in Dublin, Cork, Limerick, Derry, Belfast and Galway. The fuel supply market is a competitive market and on the fuel demand side, the market is predominantly local and consumers make their decision based on location, price, quality of fuel, brand and in certain instances the nature of the facility.

18 In the Republic of Ireland the retail fuel market has evolved and there are a number of sites (including those operated by Applegreen) which seek to use their location to provide a broader range of offerings to the consumer/motorist. Depending on the size of the facility this may include one or more sit down food offerings, a selection of chilled and ambient grocery products along with the standard offering of confectionary, minerals, tobacco, newspapers and magazines.

Market in the United Kingdom The UK market comprises c.8,600 petrol stations and, as in the Republic of Ireland, there are a mixture of CoCo Sites and Dealer Sites. The supermarkets who sell fuel, as well as BP, operate a number of CoCo Sites while Shell and Esso increasingly operate through Dealer Sites. There are a number of larger independent groups who also own a significant number of sites and those groups mainly operate those sites as Dealer Sites subject to long term fuel supply arrangements with one fuel supplier which is typically an oil major or fuel importer. There are over ten fuel suppliers who have terminals throughout the United Kingdom. As in the Republic of Ireland, there is a competitive fuel supply market and on the fuel demand side the market is predominantly local. In the UK the retail proposition in petrol stations tends to be less well developed and the typical retail offering would tend towards the standard offer of confectionary, soft drinks, tobacco, newspapers and magazines.

Market in Long Island, in the north east of the United States Long Island, in the north east of the United States, where the Group operated two PFSs as at 31 December 2014, is very densely populated and has a high level of fuel consumption. This market is also highly fragmented with a large number of independent dealers. The proposition is quite traditional, typically comprising lottery, tobacco, alcohol and confectionary.

Structural growth drivers The Directors believe that there are a number of key structural growth drivers in the Republic of Ireland and the United Kingdom that provide a significant opportunity for the Group as an independent operator with a business model of low priced fuel combined with a quality retail and food and beverage offering: ● Forecast growth in Gross Domestic Product and increased disposable income is expected to lead to a greater propensity for car use resulting in increased petrol station visits and expenditure on food and beverage products. In the short term, anticipated continued economic and consumer sentiment recovery in the Republic of Ireland and the United Kingdom is expected to be an important contributor to this trend: retail sales increased by 6.3 per cent. year-on-year in the Republic of Ireland and 1.9 per cent. in the UK during 2014 (CSO, Bloomberg); and the European Commission has predicted that the Republic of Ireland will be the fastest growing economy in Europe in 2015; ● There has been significant structural change in the retail fuel market in the Republic of Ireland and the United Kingdom. Oil majors are continuing to retreat from the retail fuel market as they concentrate on upstream oil exploration and development activities. Supermarkets remain a key seller of fuel in the United Kingdom, although, as well publicised, the out of town superstore model is currently in decline and as a result the Directors do not expect supermarkets to gain significant additional market share in the foreseeable future; ● The motorway infrastructure in the Republic of Ireland has only been developed in recent years. In a policy document issued by the NRA in August 2014, the NRA highlighted a total requirement for 23 services areas (being an area providing, inter alia, fuel facilities) in the Republic of Ireland to meet the needs of the motorist. At present there are 12 service areas in operation on the motorway network (including eight MSAs operated by Applegreen). The NRA wishes to be involved in developing these in certain locations but is open to private developments on existing junctions to meet certain of the requirements; ● The highways agency in the UK has recently changed the legislation to remove minimum spacing requirements between motorway service areas, recognising the need for the development of newer facilities in the markets. It has also recognised that a high proportion of trunk road service areas are sub-standard as a facility for the motorist. The retail and food offerings at such facilities tend to be expensive compared to non motorway locations; ● The markets in both the Republic of Ireland and the United Kingdom are highly fragmented and the Directors estimate that c.60 per cent. of the sites are operated by single site or small independent

19 operators. The Group believes that opportunities exist to acquire and invest in certain of these sites to provide more compelling offerings to consumers; ● There is an ongoing trend towards increased eating-out, including eating “on the move”. For example, according to the UK Department for Environment, Food and Rural Affairs’ “Family Food 2012” report, the proportion of UK disposable income spent on eating-out increased by 39 per cent. between 1995 and 2012; and ● Busier lifestyles, longer working hours and smaller households have moved retail towards fast convenience, coffee and food-to-go and the emergence of the “Transumer” and the “Ultra- Convenience” market where goods are purchased for immediate consumption. Against this, sales of tobacco, newspapers and magazines have been declining.

Competitive landscape Republic of Ireland The Group’s main competitors in the Republic of Ireland are Topaz, which has a 25 per cent. market share compared to the Group’s 12 per cent. with Maxol and Texaco having ten per cent. and 13 per cent. market shares respectively. Topaz has announced plans to acquire Esso’s Irish operations although the transaction is currently still subject to Irish Competition and Consumer Protection Commission clearance. In the Republic of Ireland, the supermarkets who sell fuel have smaller market share in the retail fuel market than the supermarkets in the UK.

Figure 3.3 – Market share by volume in the Republic of Ireland Operator Fuel volume market share Topaz 25% Texaco 13% Applegreen 112%1 Maxol 10% Esso 10% Top 8% Tesco 4% Great Gas 4%

Source: Experian Catalist (31 December 2014) as amended to account for note (1) below. (1) Experian Catalist shows Applegreen fuel market share at seven per cent. which reflects Applegreen branded sites only. Non- Applegreen branded sites within the Company’s estate account for a further five per cent. market share.

United Kingdom In the UK, the major supermarkets (Tesco, Asda, Sainsbury’s and Morrisons) have a significant market share in fuel sales (c.44 per cent. from c.16 per cent. of sites). Historically the other significant competitors in the UK market were the oil majors. However, as explained above, with the retreat of many of the oil majors in recent years from the retail fuel market, a number of large independent operators have developed such as MRH, Motor Fuel Group, Euro Garages and Rontec. The large independent operators in the UK predominantly operate a Dealer Site business model through fuel supply contracts with one (or sometimes more) fuel supplier which is typically an oil major or fuel importer.

Figure 3.4 – Market share by volume in the United Kingdom Operator Fuel volume market share Supermarkets (Tesco, Asda, Sainsbury’s, Morrisons) 44% BP 14% Shell 13% Esso 11% Texaco 6%

Source: Experian Catalist (31 March 2014)

20 4. THE BUSINESS As at 31 December 2014, the Group had c.2,200 staff in the Group’s aggregate total of 152 sites, which are located in the Republic of Ireland (96 sites), the United Kingdom (54 sites) and in Long Island, United States (two sites). The Group has significantly grown its number of sites in recent years, with a compound annual growth rate in sites of 20.2 per cent. since the end of 2009. The approximate location of the Group’s sites in Ireland and GB are shown in Figures 4.1 and 4.2 below.

Figure 4.1 – Applegreen site locations in Ireland as at 30 April 2015(1)

Source: Applegreen (1) The information shown on in the map in Figure 4.1 is intended to be indicative. The information is not a reliable guide to the exact position of sites or the number of sites; the information may be incomplete and contain errors or omissions.

21 Figure 4.2 – Applegreen site locations in GB as at 30 April 2015(1)

Source: Applegreen (1) The information shown in the map in Figure 4.2 is intended to be indicative. The information is not a reliable guide to the exact position of sites or the number of sites; the information may be incomplete and contain errors or omissions.

The Group’s sites are made up of two different types:

Service Area Sites As at 31 December 2014, the Group operated six MSA sites under 25 year licences from the Republic of Ireland government and two further MSA sites on land located near to existing motorway exits. The Group has acquired four sites in Northern Ireland, one site on either side of both the M2 north of Belfast and the M1 south of Belfast, which are being developed as MSAs. The first of these four sites (M2 outbound) opened in April 2015. MSAs are the Group’s largest sites and have a significant retail proposition alongside three or more food and beverage offerings from a combination of its own food brands of aCafé and Bakewell and international brands including Costa Coffee, Burger King and Subway. The retail offering expanded to include Greggs, Lavazza and Chopstix during 2015. In addition, the Group operates other Service Area Sites, which are not located on motorways. These are large sites, typically brown/green field developments, close to heavily trafficked or urban routes that have a big plot size and ample parking (typical building is c. 5,000 sq.ft). The sites contain high end stores with an attractive ambience. They have a relevant retail offering with Applegreen brand produce and a limited chilled/ambient grocery offering alongside a café environment with one to three food and beverage offerings (from the range described above). As at 31 December 2014, the Group operated a total of 18 Service Area Sites (including eight MSA sites), all of which were located in the Republic of Ireland.

Petrol Filling Stations (PFS) As at 31 December 2014, the Group operated 126 Petrol Filling Stations (70 in the Republic of Ireland, 54 in the United Kingdom and two in Long Island, United States). Just under half of the Group’s current PFS estate is operated under the Applegreen brand name, while the remainder is unbranded (28 sites as at 31 December 2014) or branded on the forecourt canopy as either ‘low fuel prices always’ (32 sites as at 31 December 2014) or ‘discount fuel deals’ (four sites as at 31 December 2014). In addition, the Group had seven sites (as at 31 December 2014) which were supplied under an existing fuel supply agreement and branded accordingly. The Applegreen branded sites have received significant investment, in particular with a high quality food proposition based around its own food brands, aCafé and Bakewell, and/or an international brand such as Subway. The retail proposition is built to reflect the local demographic. In the

22 United Kingdom, there is a significant alcohol offering in a number of the sites. Over the last 18 months, with additional capital available to the Group (as a result of the Group’s refinancing which is further described in Part 6), the Group has engaged in a process of upgrading and rebranding a number of its sites. This process is expected to continue with the majority of the non-Applegreen branded sites being upgraded over the next few years.

In early 2014 the Group launched its own dealer business, which is focused on providing fuel to independent operators. In these Group Dealer Sites, the canopy and pumps on the forecourt are branded Applegreen while the non-fuel revenue remains under the control of the operator of the site. At 31 December 2014, there were eight Group Dealer Sites.

Figure 4.3 – Illustrative summary annual historical financial performance for typical Applegreen sites(1) Ireland (€’000) UK (£’000) Service Area PFS PFS Food Revenue 1,770 190 90 Store Revenue(2) 1,510 930 520 Total Non-Fuel Revenue 3,280 1,120 610 Food Gross Profit 1,010 110 30 Store Gross Profit(3) 500 260 140 Total Non-Fuel Gross Profit 1,510 370 170 Fuel Gross Profit 460 270 240 Total Gross Profit 1,970 640 410 Opex (1,010) (340) (210) EBITDAR 960 300 200

Source: Applegreen (31 December 2014) (1) The examples shown in Figure 4.3 are for illustrative purposes only and may not be relied on for any purpose, including, without limitation, assessing the potential future operational and/or financial performance of the Group. Past performance is not a reliable indicator or guide to future performance and investors should not consider the examples above to be indicative of the possible future performance of the Group or any of its sites. (2) ‘Store Revenue’ is referred to as ‘Other’ revenue in the Historical Financial Information set out in Part 4. (3) ‘Store Gross Profit’ is referred to as ‘Other’ gross profit in the Historical Financial Information set out in Part 4.

Summary of the Group’s sites in the Republic of Ireland and the United Kingdom and their respective international branded food offerings as at 31 December 2014

All sites in the Republic of Ireland and the United Kingdom have a food and beverage offering comprised primarily of sandwiches and coffee. In addition, in the Republic of Ireland, the majority of sites have a fresh food offering, which is served deli counter style. International food brands are also present in a number of locations across the Applegreen estate. A summary of the Group’s sites in the Republic of Ireland and the UK as at 31 December 2014 and their respective international branded food offerings, are set out in Figure 4.4 below:

Figure 4.4 – Summary of the Group’s sites in the Republic of Ireland and the United Kingdom and their respective international branded food offerings as at 31 December 2014(1)(2) Number of sites as at 31 December Number of outlets as at 2014 31 December 2014

Type of site Service Area Sites in Republic of Ireland 18 8 10 8 PFSs in Republic of Ireland 70 14 2 – PFSs in United Kingdom 54 10 – – Source: Applegreen (31 December 2014) 23 (1) Since 31 December 2014, the Group has added the following international brands (for further details please see paragraph 9 of this Part 1):

(2) Some locations have multiple international brand food offerings. Some locations have no international brand food offerings.

Business model The Group operates a distinctive retail led business model which is built around the following key features: ● “Low Fuel Prices Always” price promise – The Group aims to offer the lowest fuel prices in each locality in which it operates, which drives fuel volumes and footfall to its retail and food and beverage offering; ● “Better Value Always” in shop – The Group’s retail proposition aims to provide strong value to its customers particularly through its ‘Better Value Always’ offers. In the Republic of Ireland this is supported by its own distribution centre; and ● Quality food and beverage offering – The Group aims to provide a premium food and hot beverage offering at all its sites. This is delivered through both Applegreen own brand products combined in a number of locations with international brands such as Subway, Costa Coffee, Burger King and more recently Greggs and Chopstix.

The Directors believe that the Group’s low fuel price strategy helps to drive higher fuel sale volumes and higher shop sales than the market average, as demonstrated by Figure 4.5 below.

Figure 4.5 – Average fuel and shop metrics in the Republic of Ireland and the United Kingdom Total annual Total fuel Average annual fuel annual Average shop volume volume per site (litres) retail sales per week (litres) Market volumes Market Republic of Ireland 2,817m 1.6m 4.4m €754m €9,269 €34,071 United Kingdom 35,696m 4.1m 5.8m £4.3bn £10,942 £13,320 Source: Experian Catalist for “Market” information and total annual volumes (Republic of Ireland 31 December 2014 and UK 31 March 2014) and Applegreen (31 December 2014) for Applegreen information.

Site management The management of all sites is structured to ensure that the remuneration packages of local site management teams are influenced by the contribution delivered by that site. Most larger sites in Ireland are currently run by licensees. These license arrangements are structured whereby the licensees are directly responsible for all variable overheads on site (including payroll) and receive a fee proportionate to the margin earned on non fuel sales as well as a limited contribution on fuel sales.

Retail supply chain The Group operates out of a 60,000 square foot distribution centre close to Dublin with a 10,000 square foot chilled/frozen area. The distribution centre allows single delivery to sites for a significant majority of the non fuel products sold by the Group in the Republic of Ireland giving the Group greater control of, and flexibility for, its retail proposition. In addition, it enables the Group to provide Applegreen own brand products (across ambient, chilled and ‘food-to-go’ product ranges) at its sites, for example, water, motor accessories, milk, chilled foods and sandwiches. The distribution centre enables the Group to deliver increased value, choice and availability to the consumer while providing the Group with an enhanced margin. The distribution centre can store ambient, chilled and frozen goods and has fully integrated IT systems with voice picking and automatic order generation by site. In the United Kingdom, the Group currently stocks ambient own brand products (such as water and motor oil products) in its outlets through a third party distribution company.

Customer interaction The Group actively engages with its customers to create customer loyalty and retention. The Group does this through its loyalty card programme (as at 31 December 2014 the Group had 147,000 active loyalty card

24 members) and in February 2014 introduced a fuel card for commercial customers (as at 31 December 2014 the Group had c. 4,000 active fuel card members). The Group has also developed a fuel pricing and location app, which it plans to fully launch in due course. In addition, the Group has a strong ‘giving back’ culture and in the last five years has raised c.€1m for charity through the Applegreen Charitable Fund.

5. COMPETITIVE STRENGTHS The Directors believe that the Group has the following competitive advantages over other companies operating in the markets in which it operates:

Locations of sites, in particular Service Area Sites – The Directors believe the Group’s current sites are well located in key urban and well trafficked areas. The Directors believe that this makes it difficult for competitors to successfully open sites in the localities in which it operates;

Applegreen brand – The Directors believe that the Group has created a strong and compelling brand in Applegreen. The Group invests in Applegreen sites to create an attractive and welcoming environment for consumers. The Group also aims to offer the lowest fuel prices in a locality through its “Low Fuel Prices Always” price promise which drives fuel volumes and customers to its high quality food and beverage offering and “Better Value Always” in-shop retail proposition. Applegreen has won a number of industry awards recognising the strength of its brand and proposition. These include the NACS (Association for Convenience and Fuel retailing) International Convenience Retailer of the Year award in 2010 and the Retail Excellence Ireland National Store of the Year Award in 2014;

The Group predominantly operates CoCo Sites – In contrast to many of the Group’s competitors, the Group’s sites are predominantly not tied to one fuel supplier. Not being tied to a single fuel supplier contributes to the Group being able to deliver its “Low Fuel Prices Always” price promise;

Heritage in food – The Group has a strong heritage in food developed over many years and is experienced in operating both its own and internationally branded food concessions. Food helps the Group drive strong earnings from its sites;

Own distribution of majority of non fuel products – The operation of the Group’s own distribution centre (as described above) facilitates the delivery of a tailored retail proposition to its outlets in the Republic of Ireland providing a competitive offering to its customers;

Management and control of design and development process – The Group has its own team engaged in the acquisition/development process for new and re-developed sites covering all aspects of site design, internal layout, internal finishes and project management. This facilitates the efficient delivery of projects on a timely basis, closely integrated with the operational needs; and

An experienced senior management team – The Group’s senior management team (further details of which are provided in paragraph 10 of this Part 1) is highly experienced in the petrol, retail, food and beverage markets. The Chief Executive Officer and Chief Operating Officer have been with the Group since the early stages of its history. The senior management team has a strong track record of making acquisitions and growing site numbers.

6. PROPERTY As at 31 December 2014, 35 (43 per cent.) of the Group’s sites (excluding the six MSA sites operated under licences from the Republic of Ireland government and Group Dealer Sites) in the Republic of Ireland were freehold sites with 47 (57 per cent.) leasehold compared to 15 (28 per cent.) and 39 (72 per cent.) in the United Kingdom respectively. As at the same date the Group had two sites in Long Island, United States, which were both leasehold. The Group’s leasehold sites are typically long-term in nature (as at 31 December 2014, the average lease length remaining in the Republic of Ireland and the United Kingdom was approximately 21 and 16 years respectively) and most have renewal provisions built into the lease agreements. The Group remains flexible in relation to the tenure of its sites and will look to acquire a combination of freehold and leasehold sites in the future depending on the preferences of each vendor and what the Group considers to be most appropriate in the circumstances.

25 7. STRATEGY Business strategy The Group’s business strategy is focused on the core principle of offering its consumers a relevant and compelling proposition across key locations within the markets in which it operates. This is built around the following key features (further explained in paragraph 4 of this Part 1): ● “Low Fuel Prices Always” price promise ● “Better Value Always” in shop ● High quality food and beverage offering

Growth strategy The Group’s growth strategy encompasses four key areas:

Upgrade and rebrand existing network As explained in paragraph 4 of this Part 1, as at 31 December 2014 just under half the Group’s portfolio encompassed PFSs that are branded as Applegreen sites (the Group’s premium brand). On completion of an acquisition of a new PFS site, the site is typically rebranded on the forecourt canopy as a ‘low fuel prices always’ site requiring minimal capex. If it is appropriate and practicable at a site and if it meets the Group’s return hurdles, the Group looks to invest in upgrading and rebranding the site to its premium Applegreen brand over time. The payback period in terms of increased EBITDA from the capex required to rebrand and upgrade a site is typically two to three and half years (Figure 7.1 below gives illustrative examples of typical PFS rebrands and upgrades in the Republic of Ireland and the United Kingdom). The Directors believe that there is the potential for up to 70 upgrade and rebrand opportunities across its current portfolio of sites.

Figure 7.1 – Illustrative examples of a rebranding at a typical PFS site in the Republic of Ireland and the United Kingdom1 Republic of Ireland (€’000) United Kingdom (£’000) Rebrand Capex 270 290 Incremental annualised EBITDA 100 90

Source: Applegreen 1 The examples shown in Figure 7.1 are for illustrative purposes only and may not be relied on for any purpose, including, without limitation, assessing the potential future operational and/or financial performance of the Group. Past performance is not a reliable indicator or guide to future performance and investors should not consider the examples above to be indicative of the possible effect of any future re-branding of a site on its future performance.

Expand the PFS estate in Ireland and increase the rate of expansion in GB The Group is currently expanding its PFS estate in Ireland and GB by c.20 sites per annum. The Group plans to accelerate this expansion in Ireland and GB in terms of geography and sites and part of the net Placing proceeds for the Company will be used for this purpose. The Group has dedicated personnel in both Ireland and GB whose sole focus is on the identification of potential sites to be added to the estate. Opportunities are developed from the Group’s existing network of contacts as well as brokers and intermediaries operating in the sector.

Development of Service Area Sites in Ireland and GB The Group plans to develop further Service Area Sites in Ireland and GB. The Group’s dedicated site identification capability explained above is complemented in the case of new site development by an in house team (again focused on each territory) who seek to develop and progress applications with local governmental and regulatory authorities. The Directors believe that, in light of recent published governmental policy in the Republic of Ireland and the United Kingdom, the development of new Service Area Sites is likely to be a significant growth opportunity for the Group.

Other growth areas The Group will consider making larger acquisitions of groups of sites as and where they become available if they are in the best interests of the Group. In addition, the Group has established a small presence in Long

26 Island, in the north east of the United States. While the north east of the United States is not currently a focus for significant expansion, the Directors believe that by establishing this small presence now, it will provide the Group with a potential platform for expansion over the medium term. The Group is currently targeting to have 10 sites operational in the north east of the United States by the end of December 2016.

8. SUMMARY FINANCIAL INFORMATION The contents of the table below have been extracted without material adjustment from the financial information in Part 4.

2012 2013 2014 €’000 €’000 €’000 Income statement Revenue 708,718 794,623 937,322 EBITDA 16,907 19,950 23,428 Adjusted EBITDA 16,701 18,930 22,776 Balance Sheet Non current assets 92,349 92,967 135,387 Current assets 42,391 38,953 41,272 Current liabilities (139,053) (81,723) (113,431) Non-current liabilities (7,055) (46,868) (45,573) –––––––––––– –––––––––––– –––––––––––– Net assets/(liabilities) (11,368) 3,329 17,655 –––––––––––– –––––––––––– ––––––––––––

9. CURRENT TRADING AND PROSPECTS Since 31 December 2014, the Group has traded in line with management’s expectations. From 31 December 2014 to the Latest Practicable Date, the Group added 16 new sites in the Republic of Ireland, 4 new sites in the United Kingdom and 2 new sites in Long Island, United States. In this period, the Group opened the first MSA in Northern Ireland which has traded well in the short time since opening as well as its first Greggs, Chopstix and Lavazza outlets. As at the Latest Practicable Date, the Group had, in aggregate, 174 sites and the following aggregate number of food brand outlets: 38 Subway; 14 Burger King; 8 Costa; 4 Greggs; 2 Chopstix; and 1 Lavazza. The Group has a strong pipeline of new sites. The Group’s unaudited Net Debt as at 30 April 2015 was €51.0 million.

10. DIRECTORS AND SENIOR MANAGEMENT Directors Daniel Kitchen, Independent Non-Executive Chairman (aged 63) Daniel Kitchen is currently the non-executive chairman of Workspace Group plc and Hibernia REIT plc, a non-executive director of LXB Retail Properties plc and a director of the Irish Takeover Panel. Previously, he was finance director of Green Property plc from 1994 to 2002, Deputy CEO of Heron International from 2003 to 2008 and the Irish Government-appointed chairman of Irish Nationwide Building Society from 2009 to 2011.

Mr. Kitchen was appointed to the Board on 27 May 2015.

Robert Etchingham, Chief Executive Officer (aged 61) Bob Etchingham founded the Group in 1992 after working for Esso in the Republic of Ireland and the UK for over 10 years. Mr Etchingham has over 30 years’ experience in the retail fuel market and founded the Group with a clear strategic vision of the Group’s position in the market. He has led the rapid growth in the Group’s site numbers in recent years, capitalising on the opportunities presented during the recession in Ireland and GB. He has a Masters Degree in Economics from University College Dublin.

Mr Etchingham was appointed to the Board on 19 November 2010.

27 Joseph Barrett, Chief Operating Officer (aged 48) Joe Barrett joined the Group in its second year of operation with a strong background in retail and fast moving consumer goods having worked for Tesco and John West Foods. Mr Barrett has over 20 years’ experience in the retail industry and has a key responsibility for management and developing the Group’s retail and food offerings. Mr Barrett has been instrumental in developing the Group’s partnerships with its international food brand partners. He has a B.Comm and MBA from University College Dublin.

Mr Barrett was appointed to the Board on 19 November 2010.

Paul Lynch, Chief Financial Officer (aged 48) Paul Lynch was appointed Chief Financial Officer of the Group in July 2014. Mr Lynch qualified as a chartered accountant with Arthur Andersen in 1990, after which followed a wide-ranging career in corporate finance and senior management across a number of industry sectors. He was a director of Heiton Group plc for 7 years, from 2000 to 2007, initially as head of corporate development and subsequently as Managing Director of its Retail Division. Mr Lynch has served as chief executive of large scale businesses in the retail, manufacturing, waste management and facility services sectors and he has led and concluded over 20 M&A transactions across diverse industries and jurisdictions.

Mr Lynch was appointed to the Board on 19 August 2014.

Howard Millar, Independent Non-Executive Director (aged 53) Howard Millar served in several senior financial roles in Ryanair over a 23 year period between 1992 and 2014, and was Deputy Chief Executive and Chief Financial Officer from January 1 2003 to December 31 2014. Howard was invited to join the board of directors of Ryanair post stepping down as a full-time executive. Howard was the Group Finance Manager of the Almarai Group in Riyadh, Saudi Arabia, from 1988 to 1992. Howard has also joined the advisory Board of Irelandia Aviation, a private company, and is a shareholder in Viva Aerobus in Mexico, and Viva Colombia in Colombia. Mr Millar was appointed the Chairman of BDO Chartered Accountants (Ireland) in March 2015. He also graduated from Trinity College, Dublin and was awarded a B.Sc Mgnt. (Hons) and is a Fellow of the Institute of Chartered Certified Accountants.

Mr Millar was appointed to the Board on 27 May 2015.

Martin Southgate, Independent Non-Executive Director (aged 60) Mr Southgate is a graduate in Economics & Business Studies and holds a post Graduate Diploma in Marketing Studies. He has spent over 35 years in the consumer goods sector and has a wealth of international business experience having held numerous General Management positions worldwide. Prior to his retirement in 2013, Mr Southgate was Managing Director of JTI UK from 2011 to 2013. He is currently a Board Director and trustee of Gallaher Pension Limited, a member of the Advisory Counsel of the London Philharmonic Orchestra and mentors small businesses in strategy and commercial development.

Mr Southgate was appointed to the Board on 11 February 2014.

Brian Geraghty, Independent Non-Executive Director (aged 49) Brian Geraghty is a chartered accountant (fellow of chartered accountants Ireland) and he has been a senior partner in Phelan Prescott & Company, a long established Dublin accounting firm, since 1993. He is currently a director of Get Cover & Company and QYouTV International as well as a Founding Director of The Little Museum of Dublin.

Mr Geraghty was appointed to the Board on 19 August 2014.

Senior Management Michael O’Loughlin, Managing Director UK Michael O’Loughlin joined the Group in 1997 and having led the Irish operations moved to the UK in 2008 to lead the UK operations. Under Mr O’Loughlin’s leadership, the Group opened its 54th site in GB in December 2014.

28 Eugene Moore, Developments Director Eugene Moore joined the Group in 2011 having previously served as a Director of Bennett Construction. Mr Moore has also previously served as non-executive director of the NRA. He leads the Group’s development activity and is responsible for the Group’s in-house construction team responsible for the recently opened Service Area Sites.

11. CORPORATE GOVERNANCE Companies admitted to trading on the ESM or AIM are not required to comply with the UK Corporate Governance Code or the Irish Corporate Governance Annex. Nevertheless, the Board recognises the importance of sound corporate governance and following Admission, the Company intends to comply with the recommendations on corporate governance made by the QCA in the QCA Guidelines in so far as is practicable for a company of its size.

The Board The Company’s Articles of Association provide that the number of directors will be no less than two and no more than 10. On Admission, the Board will comprise seven Directors, including three Executive Directors and four Non-Executive Directors including the Chairman. Each of the Non-Executive Directors (including the Chairman) is considered by the Board to be independent. Following Admission, the Board will meet at least quarterly and at other times when required to review, formulate and approve the Group’s strategy, budgets and corporate actions and to oversee the Group’s progress towards its goals.

The Board has established three committees: the Audit Committee, the Remuneration Committee and the Nomination Committee. The duties and responsibilities of each of these committees are clearly set out in written terms of reference, which have been approved by the Board. If the need should arise, the Board may set up additional committees as appropriate, each being free from business or other relationship that could materially interfere with the exercise of his independent judgement.

Howard Millar has been appointed as senior independent director of the Company.

Independence of Directors For a director to be considered independent, the Board must affirmatively determine (amongst other things) that the director could be considered independent in character and judgment and there are no relationships or circumstances which would be likely to affect, or could affect the director’s judgment. Immediately prior to Admission the Board considered the independence of each Non-Executive Director, and determined Daniel Kitchen, Howard Millar, Martin Southgate and Brian Geraghty to be independent in character and judgment and that there are no relationships or circumstances that are likely to affect their judgment.

Board Committees of the Company Audit Committee The Audit Committee will be chaired by Howard Millar, and its other member will be Martin Southgate, both of whom are considered by the Board to be independent. The Audit Committee is expected to meet formally at least three times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and announcements), reviewing internal control and risk management systems, reviewing the requirement for an internal audit function, reviewing any changes to accounting policies, reviewing and monitoring the extent of non-audit services undertaken by external auditors and advising on the appointment of external auditors.

Remuneration Committee The Remuneration Committee will be chaired by Brian Geraghty and its other members will be Daniel Kitchen, Howard Millar and Martin Southgate, all of whom are considered by the Board to be independent. The Remuneration Committee is expected to meet not less than three times a year and otherwise as required. The Remuneration Committee recommends the policy that the Company should adopt on executive remuneration, determines the levels of remuneration for each of the executive Directors and of the Chairman

29 and recommends and monitors the remuneration of members of senior management. The Remuneration Committee, within the terms of the agreed policy, will determine the total individual remuneration package of each executive Director, the Chairman and other designated senior executives. The Remuneration Committee will make recommendations to the Board on the remuneration arrangements for the executive Directors and the Chairman. The Remuneration Committee will oversee the remuneration policy of the Group.

Nomination Committee The Nomination Committee will be chaired by Daniel Kitchen and its other members will be Howard Millar, Martin Southgate and Brian Geraghty, all of whom are considered by the Board to be independent. The Nomination Committee is expected to meet not less than twice a year and otherwise as required. The Nomination Committee will be responsible for assisting the Board in the formal selection and appointment of Directors. It will consider potential candidates and will recommend appointments of new directors to the Board. The appointments will be based on merit and against objective criteria, including gender and the time available to devote to the position of the potential Director. It will also be responsible for carrying out an annual performance evaluation of the Board, its committees and individual Directors.

Relationship Agreement Following Admission, B&J Holdings Limited, a company incorporated in Malta and owned and controlled by Bob Etchingham and Joe Barrett, will hold 54,736,842 Ordinary Shares (being 69.4 per cent. of the Enlarged Share Capital).

The Company has entered into a Relationship Agreement with B&J Holdings Limited, Bob Etchingham and Joe Barrett to manage the relationship between them, principally to ensure that all transactions between the Company and B&J Holdings Limited and its associates (including Bob Etchingham and Joe Barrett), will be at arm’s length and on normal commercial terms.

Further details of the Relationship Agreement are set out in paragraph 13.6 of Part 6.

12. REASONS FOR ADMISSION AND USE OF PROCEEDS The Company is seeking admission of the Enlarged Share Capital to trading on AIM and ESM in order to create a public market in the Ordinary Shares, to provide access to capital and to provide the Group with the ability to incentivise its employees through the employee share schemes, which will assist the Group in continuing to attract, retain and motivate high calibre employees.

The net proceeds payable to the Company from the Placing are expected to be approximately €65.2 million (£47.6 million). Based on the Directors’ present assessment, the Group currently intends to use the net proceeds it receives from the Placing, together with its existing cash resources, as required, to: ● upgrade and rebrand up to 70 sites across the Group’s existing network of sites in Ireland and GB; ● accelerate the expansion of the Group’s estate in Ireland and GB both by number of sites and by geography; ● develop new Service Area Sites in Ireland and GB; and ● take advantage of other opportunities that may arise including building a platform for growth in the US and opportunistic acquisitions of portfolios of sites that may become available.

13. DETAILS OF THE PLACING The Placing comprises the placing by the Joint Bookrunners, as agents for the Company, of 24,134,211 Placing Shares with institutional and other investors at the Placing Price. The Placing is expected to raise approximately €70.0 million (£51.1 million) (before expenses) for the Company. In addition, the Placing will raise approximately €21.7 million (£15.8 million) (before expenses) for the Selling Shareholders. The New Ordinary Shares will represent approximately 23.4 per cent. of the Ordinary Shares in issue immediately following Admission. The Placing is not being underwritten.

The Placing is conditional, inter alia, on: ● the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission; and

30 ● Admission occurring by no later than 8.00 a.m. on 19 June 2015 (or such later date as the Joint Bookrunners and the Company may agree, being no later than 31 July 2015).

The New Ordinary Shares and Option Shares will be issued fully paid and will, on issue, rank pari passu with the all other issued Ordinary Shares, including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of Admission. The Sale Shares rank pari passu with all the other issued Ordinary Shares, including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of Admission.

Further details of the Placing Agreement are set out in paragraph 13.1 of Part 6.

Selling Shareholders B&J Holdings Limited is selling 5,263,158 Ordinary Shares pursuant to the Placing. Following Admission, B&J Holdings Limited shall hold 54,736,842 Ordinary Shares (being 69.4 per cent. of the Enlarged Share Capital).

B&J Holdings Limited is a company incorporated in Malta under registration number C63066 and having its registered office at 93 Mill Street, Qormi, QRM 3012, Malta. B&J Holdings Limited is owned and controlled by Bob Etchingham and Joe Barrett.

Michael O’Loughlin, Managing Director of the Group’s UK operations and a former director of the Company, is selling 450,000 Option Shares pursuant to the Placing.

14. DIVIDEND POLICY The Group is engaged in a significant expansion plan which will be capital intensive. Subject to the needs of that plan, the Directors’ current intention is to adopt a progressive dividend policy. The first dividend is expected to be paid in respect of the 2016 financial year (subject to the Company having sufficient distributable reserves) based on and subject to the trading performance of the Group.

15. SHARE DEALING CODE The Directors intend to comply with Rule 21 of the AIM Rules and/or the ESM Rules relating to share dealings by Directors of the Company, and will take all reasonable steps to ensure compliance with Rule 21 by the Company’s applicable employees. The Company has adopted a share dealing code for its directors, officers and employees to facilitate compliance with Rule 21 with effect from Admission.

16. SHARE INCENTIVE ARRANGEMENTS The Company currently operates the 2014 Share Option Scheme, pursuant to which 17 persons have been granted options in the Company over a total of 6,850,000 Ordinary Shares (these persons include Michael O’Loughlin who will exercise share options in respect of 450,000 Ordinary Shares immediately prior to admission).

In addition, the Company has adopted the Applegreen plc 2015 Long Term Incentive Plan (“LTIP”) which will become effective at Admission. The Remuneration Committee does not intend to grant any awards pursuant to the LTIP until such time as the performance conditions have been established and disclosed in the annual accounts of the Company. The LTIP is subject to the following overall limits in any ten year period, the number of shares which may be issued under the LTIP together with the number of shares issued under any other employees’ share plan adopted by the Company (in a general meeting) after Admission may not exceed 5 per cent. of the issued share capital of the Company from time to time.

Further details of the 2014 Share Option Scheme and the Applegreen plc 2015 Long Term Incentive Plan are set out in paragraph 11 of Part 6.

17. LOCK-IN ARRANGEMENTS B&J Holdings Limited and Michael O’Loughlin (the “Lock-in Parties”) holding, in aggregate 100 per cent. of the Existing Ordinary Shares and in aggregate 69.4 per cent. of the Enlarged Share Capital, have undertaken to the Company and the Joint Bookrunners that they will not (and will procure that any of their associates undertake to not), subject to certain exceptions, dispose of the Ordinary Shares held by each of them (legally or beneficially) prior to Admission (the “Restricted Shares”) following Admission or any other

31 shares which may accrue to them as a result of their holding of Ordinary Shares (or any interest in them or in respect of them) at any time prior to the date 12 months from the date of Admission (the “Lock-in Period”) without the prior written consent of the Joint Bookrunners. Furthermore, the Lock-in Parties have also undertaken to the Company and the Joint Bookrunners that they will not dispose of the Restricted Shares for the period of 12 months following the expiry of the Lock-in Period otherwise than in accordance with the reasonable requirements of the Joint Bookrunners and through the Company’s stockbrokers from time to time. Bob Etchingham and Joe Barrett have also undertaken to the Joint Bookrunners to procure compliance by B&J Holdings Limited with its obligations under the Lock-in Deed and have undertaken in respect of their shareholding in B&J Holdings Limited the same restrictions on disposals as apply to the Ordinary Shares held by B&J Holdings Limited.

Further details of Lock-In Deed are set out in paragraph 13.4 of Part 6.

18. ADMISSION AND SETTLEMENT Application has been made to the London Stock Exchange and the Irish Stock Exchange for the Ordinary Shares to be admitted to trading on AIM and ESM respectively. It is expected that Admission will take place, and that dealings in the Ordinary Shares on AIM and ESM will commence at 8.00 a.m. on 19 June 2015.

The Company has applied for the Ordinary Shares to be admitted to CREST with effect from Admission and CREST has agreed to such admission.

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by way of a written instrument. The system is designed to reduce the costs of settlement and facilitate the processing of settlements and the updating of registers through the introduction of an electronic settlement system. Ordinary Shares may be held in electronic form and evidence of title to Ordinary Shares will be established on an electronic register maintained by the Registrar. Accordingly, settlement of transactions in Ordinary Shares following Admission will take place within the CREST system if the relevant Shareholder so wishes.

With effect upon Admission, the Articles will permit the holding of Ordinary Shares in CREST. Temporary documents of title will not be issued. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

19. TAXATION Information regarding Republic of Ireland, United Kingdom and United States taxation is set out in Part 5. All information in relation to taxation in this Document is intended only as a general guide to the current tax position in the Republic of Ireland, the United Kingdom, and the United States relative to the subscription for and holding of Ordinary Shares. Shareholders should, in all cases, satisfy themselves as to their own tax position by consulting their own tax advisers.

20. RISK FACTORS The ESM and AIM markets are designed primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or more established companies tends to be attached. A prospective investor should be aware of the potential risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser being, in the case of persons resident in the Republic of Ireland, a person authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos.1-3) or the Investment Intermediaries Act 1995 or in the case of persons resident in the United Kingdom, a person authorised under FSMA.

Your attention is drawn to the risk factors set out in Part 2 and to the paragraph entitled “Forward Looking Statements” in the “Important Information” section on page 3 of this Document. In addition to all other information set out in this Document, potential investors should carefully consider the risks described in those sections before making a decision to invest in the Company.

21. FURTHER INFORMATION Your attention is drawn to the additional information set out in Parts 3 to 7.

32 PART 2

RISK FACTORS

In addition to the other information set out in this Document, the following specific factors should be considered carefully in evaluating whether to make an investment in the Company. The investment offered in this Document may not be suitable for all of its recipients. The risks associated with holding Ordinary Shares include (but may not be limited to) the following identifiable risks which, individually or in aggregate, could have a material adverse effect on the Group and investors. The value of Ordinary Shares may go down as well as up.

This document also contains forward looking statements that involve risks and uncertainties. See paragraph entitled “Forward Looking Statement” in the “Important Information” section on page 3 of this Document. The Company’s actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the risks faced by the Company described below and elsewhere in this Document.

An investment in the Company involves significant risks and is only suitable for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may be equal to the entire amount invested) which may result from such an investment. If you are in any doubt about the contents of this Document and what action you should take, you should immediately seek your own personal financial advice from your independent professional adviser (being in the case of persons resident in the United Kingdom, an organisation or firm authorised pursuant to FSMA or in the case of persons resident in the Republic of Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1-3) or the Investment Intermediaries Act 1995).

If any of the following risks actually occur, the Group’s business, financial condition, capital resources, results and/or future operations of the Group could be materially and adversely affected. In such circumstances, the trading price of the Ordinary Shares could decline and investors may lose all or part of their investment. The risks identified below are those which the Directors believe to be material in the context of the Group but these risks may not be the only risks faced by the Group. Additional risks and uncertainties, including those that the Directors are unaware of or currently deem immaterial, may also have an adverse effect on the Group’s business and the value of Ordinary Shares and the information set out below does not purport to be an exhaustive summary of the risks affecting the Group.

Prospective investors should be aware that the value of the Ordinary Shares and the income from them may go down as well as up and that they may not be able to realise their initial investment.

There can be no guarantee that the Group’s business objectives will be achieved.

RISKS RELATING TO THE GROUP’S BUSINESS AND INDUSTRY

Uncertainties and challenging conditions in the economies in which the Group conducts business may adversely impact the Group’s business, results of operations and financial condition The Group’s business is influenced by general economic trends. Levels of discretionary motor vehicle use (whether business or leisure) and discretionary consumer spending have been and could be adversely affected by global economic conditions. Motor vehicle passenger volumes and accordingly use of petrol forecourts which the Group operates, and the amount that customers spend on food and beverages in the forecourt, could decrease if disposable income decreases, sales taxes or value-added taxes increase, unemployment increases, oil prices increase or the spending habits of customers change to reflect increased uncertainty or apprehension regarding economic conditions. Furthermore, general economic conditions both in the Republic of Ireland, the United Kingdom and in other countries could impact the availability of credit to the Group and the credit terms available to the Group with its major fuel suppliers. Any of these factors could have a material adverse effect on the Group’s business, results of operations and financial condition.

33 The Group operates in a highly competitive market The Group operates in a highly competitive market, with competitors drawn from local and very large scale multi-national corporations. Whilst the Directors believe that the Group is well-positioned in its target business areas, there can be no assurance that it will be able to maintain its present competitive position in the future.

Actions taken by the Group’s competitors (including but not limited to, opening forecourt sites adjacent to existing Group forecourt sites and competing aggressively on price), as well as actions taken in response by the Group (for example, responding to price competition), could place pressure on its margins and profitability. Some of the Group’s competitors may have greater financial resources, greater purchasing economies of scale and lower cost bases than the Group, any of which could give them a competitive advantage. In addition, the entry of the Group into new regions, sectors or businesses in the future could lead to new or different competitors in the future. Any of these factors could have a material adverse effect on the Group’s business, results of operations and financial condition.

The Group faces competition for new sites and it may not be successful in identifying or acquiring sites that meet its criteria The Group’s growth strategy is based on its ability to identify and acquire existing petrol station sites as well as new sites for development. In order to implement the Group’s growth strategy, the Group needs to be able to identify and acquire sites that meet its acquisition criteria and that are compatible with this growth strategy. The Group faces competition from both international and local acquirers, some of which may have a different view on value or potential returns than the Group. Furthermore, some competitors may have greater financial resources than the Group, a greater ability to borrow funds to acquire sites, and may have the ability or inclination to acquire sites at a higher price or on terms less favourable than the Group may be prepared to accept. Accordingly, there can be no assurance that the Group will be successful in identifying or acquiring suitable sites and/or acquiring such sites on satisfactory terms.

The Group’s due diligence may not identify all risks and liabilities in respect of an acquisition Prior to entering into any agreement to acquire any site, the Group will perform due diligence on the proposed acquisition. In doing so, it would typically rely in part on third parties to conduct a significant portion of this due diligence. There can be no assurance, however, that due diligence examinations carried out by the Group or third parties in connection with any sites the Group may acquire will reveal all of the risks associated with that site. To the extent the Group or other third parties underestimate or fail to identify risks and liabilities associated with an acquisition, the Group may be subject to risks, including but not limited to, defects in title, environmental, structural or operational defects or liabilities requiring remediation and/or not covered by indemnities or insurance, and the acquisition of sites that fail to perform in accordance with the Group’s expectations. Any of these consequences of a diligence failure may have a material adverse effect on the Group’s business, results of operations and financial condition.

Environmental laws may expose the Group to the risk of substantial costs and liabilities, in particular in relation to the Group’s storage and dispensing of hydrocarbon fuels Laws and regulations, which may be amended over time, may impose environmental liabilities associated with sites of the Group (including environmental liabilities that were incurred or that arose prior to the Group’s acquisition of such sites).

The Group stores and dispenses hydrocarbon fuels at each of its sites. Whilst the Group has implemented certain policies and procedures intended to identify and mitigate the risks and hazards associated with the storage and dispensation of such, these procedures may not be sufficiently robust or appropriately followed by the Group’s staff or independent contractors to prevent accidents. The risks include, but are not limited to, the possibility of environmental contamination (for example, hydrocarbon spills into groundwater or subsoil), undetected leaks, explosions and/or fires resulting in damage to, or loss of, equipment or facilities, injury to persons or loss of life, and disruption to the business. Arising from the foregoing, the Group could face legal actions from staff, independent contractors, private parties (e.g. personal injury, wrongful death) and/or regulators and furthermore, may have to bear the costs of investigation, removal and remediation which could be considerable. Such liabilities could arise regardless of whether the Group originally caused the contamination or other environmental hazard.

34 Furthermore, environmental liabilities or environmental laws (for example, limiting development near habitats of threatened species) could adversely affect the Group’s ability to redevelop a property, or to borrow using a property as security.

In the event the Group is exposed to environmental liabilities or increased costs or limitations on its use of sites as a result of environmental laws and regulation this may have a material adverse effect on the Group’s business, results of operations and financial condition.

The Group operates in a highly regulated sector and is reliant on licences in order to carry on certain of its activities The Group operates in a highly regulated and legally stringent sector and the Group is subject to regulatory requirements in key areas such as accounting, tax, corporate governance, health and safety, licencing, food safety, environmental, corruption, employment law, disability access, data privacy and information protection. Changes in any regulatory requirements, which may be retrospective, or any of the other regulatory regimes to which the Group is subject could require substantial changes to the manner in which the Group operates its business, result in significant additional costs to the Group, and inhibit the Group’s use or transmission of customer data. Non-compliance by the Group with regulatory demands may leave the Group open to fines, prosecution and/or reputational damage.

In relation to licencing requirements, each of the Group’s forecourt sites is required to hold a number of licences, certificates and/or registrations (each of which is held on a per site basis), which, in the Republic of Ireland for example, may include an ATFL licence, DSA licence, trade effluent licence, vapour emissions certificate, a marked fuel trader’s licence, food business establishment registrations, wine retailer’s off licence and/or spirit, beer and wine retailer’s off licence. There can be no guarantee that each required licence will be renewed in the future nor that the Group will be able to obtain licences for any new sites. Failure to obtain or hold any required licence (for example, if additional onerous conditions are applied) could have a material adverse effect on the Group’s business, financial condition or results of operations. Furthermore, there can be no assurance that the Group is or will be in full compliance with each of the conditions and/or terms attaching to each of its licences. Material non-compliance with the conditions and/or terms attaching to a licence could result in a significant fine and/or loss of a material licence.

Any of the above factors could have a material adverse effect on the Group’s business, results of operations and financial condition.

Upgrade, refurbishment or redevelopment projects may suffer delays, may not be completed or may fail to achieve expected results The Group intends to undertake upgrade, refurbishment or redevelopment projects in respect of certain of its existing sites and may be required to, or desire to, undertake such projects in respect of any sites it acquires in the future. The risks of upgrade, refurbishment or redevelopment include, but are not limited to delays in timely completion of the project, cost overruns which are not borne by a third party developer, and poor quality workmanship. There is a risk that the Group may not receive the required local or national planning or regulatory approval to carry out works that it wishes to complete.

There is no assurance that the Group will realise anticipated returns on an investment in site upgrade, refurbishment or redevelopment. Failure to generate anticipated returns may have a material adverse effect on the Group’s business, results of operations and financial condition.

The Group depends on its relationships with its brand partners The Group’s food and beverage offerings are largely dependent on brand partners including Burger King, Costa Coffee, Subway, Chopstix and Greggs. Maintenance of good relationships with its brand partners is becoming more important for the Group. The decision of a brand partner to terminate its franchise arrangements with the Group, or either to tender for concessions directly or to partner with one of the Group’s competitors, could limit the Group’s ability to compete effectively for concessions. In addition, terms for renewal of franchise agreements could be less favourable, for example by requiring higher royalty payments, which in turn could have a material adverse effect on the Group’s business, results of operations and financial condition.

35 Furthermore, the Group is exposed to reputational risks in respect of its brand partners. In particular, negative publicity (for example, relating to the safety and/or contamination of food products) involving any of the brand partners, whether or not accurate, will harm the reputation of the brand partner and could adversely affect the Group by, for example, a drop in customer volumes and/or sales at the forecourt sites at which the relevant brand partner is situated, which could have a material adverse effect on the Group’s business, results of operations and financial condition.

Tax authorities have challenged the treatment by the Group of certain forecourt site operators as independent contractors The tax authorities have challenged the treatment by the Group of certain forecourt site operators as independent contractors arguing that they should be treated as employees. While the Group does not accept the analysis of the tax authorities of the nature of the relationship between the Group and these operators, the Directors have made a provision in the Company’s audited accounts for the year ended 31 December 2014 (see note 22 on page 86 in Part 4) for the potential tax exposure to the Group in relation to this matter. The Directors believe that the provision is prudent. However, there is a risk that the actual liability of the Group could be higher than the amount provided for as noted above. The Directors do not believe that the maximum liability of the Group in excess of the amount provided for is likely to be greater than €1.5 million. The Group is in ongoing negotiations with the tax authorities with a view to settling this matter and intends to put in place new arrangements with the relevant operators. The Directors intend to keep this matter under review and to continue to make prudent provisions for any liabilities which might arise.

Increasing consumer preferences for alternative motor fuels, or improvements in fuel efficiency, could adversely impact our business Any technological advancements, regulatory changes or changes in consumer preferences causing a significant shift toward alternative motor fuels, or non-fuel dependent means of transportation, could reduce demand for conventional petroleum based motor fuels. Additionally, a shift toward electric, hydrogen, natural gas or other alternative or non-fuel-powered vehicles could fundamentally change consumers’ spending habits or lead to new forms of fuelling destinations or new competitive pressures. Finally, new technologies have been developed and governmental mandates have been implemented to improve fuel efficiency. Any of these outcomes could potentially result in decreased consumer demand for motor fuel, which could have a material adverse effect on the Group’s business, financial condition, and results of operations.

The Group may experience difficulties arising from rapid growth The Group has experienced a period of substantial growth in its business. As the scale of its operation grows, the Group will have to grow existing management resources and to develop systems to ensure that it has available the appropriate management structure, operating assets, financial systems, procedures and controls and workforce required to meet the demands of its expanded business. The Group’s growth plans may place a significant strain on the Group’s management and operational, financial and personnel resources. Therefore the Group’s future growth and prospects will depend on its ability to manage this expansion. There can be no assurance that the Group will be able to achieve any or all of the above successfully.

Furthermore the Group’s further acquisitions may be delayed or made at a relatively slow rate because, among other things, competition for new sites means the Group cannot identify attractive sites (see “The Group faces competition for new sites and it may not be successful in identifying or acquiring sites that meet its criteria”), the Group may conduct extensive negotiations in order to secure and facilitate an acquisition, the Group intends to conduct detailed due diligence prior to approving acquisitions, and the Group may need to raise or borrow further capital to make acquisitions.

The Group’s expansion has included the establishment of a small presence in the United States. While the United States is not currently a focus for significant expansion, the Directors believe that by establishing this small presence now, it will enable the Group to have a platform for expansion in the medium-term if deemed appropriate. However, any expansion into the United States may not be successful for a range of reasons, including but not limited to, the possibility that the United States’ market may have different competitive conditions, market conditions, consumer tastes and/or and discretionary spending patterns than the Group’s core existing markets in Ireland and GB. Any such reasons may cause existing or new sites operating in the United States to fail to achieve the Group’s expected sales and profit targets for such sites and, accordingly, may need to be closed at a cost to the Group.

36 Any of the above factors could have a material adverse effect on the Group’s business, financial condition, and results of operations.

The Group is reliant on its information technology networks and computer systems which may fail or be subject to disruption The Group is reliant on the proper functioning on its information technology networks and computer systems, including but not limited to its ‘point-of-sale’ system. There is a risk that such technology or systems could fail or be subject to disruption. In addition to such failure, there can be no assurance that such technology or systems will not be subject to damage or interruption caused by human error, unauthorised access, computer viruses, natural hazards or disasters or other similarly disruptive events, including other security breaches. A failure of any of the core information technology systems could result in interruption to the efficient operation of the Group’s services and could lead to a loss of revenue and consequential reduction in profitability.

The Group is currently replacing its ‘point-of-sale’ system and the new system has been successfully rolled out to a number of sites and is continuing to undergo testing and improvement. The Group intends to implement the new system in all of its sites; however, there is no guarantee that the next phase of implementation will be completed in full by the target date. Delays or unforeseen problems in the implementation of the new system could result in, among other things, disruption to the business, diversion of resources and attention of the management team and costs overruns.

There can be no assurance that the Group’s current systems will be able to support a rapid expansion of the Group. Consequently, the Group may at any time be required to expend significant capital or other resources to replace or upgrade its existing information technology systems. Furthermore, if replacements, expansion, upgrades and other maintenance are not completed efficiently or there are operational failures, this could negatively impact the Group.

Any of the above factors could have a material adverse effect on the Group’s business, financial condition, and results of operations.

The Group’s operating results depend on the reputation and awareness of the Applegreen brand The Group believes that brand awareness, image and loyalty are critical to its ability to achieve and maintain high customer throughput and also for its plans to expand. The reputation and awareness of the Applegreen brand may be affected by a number of factors, including factors outside of the Group’s control such as customer perception. An event that materially damages the reputation or awareness of the Applegreen brand and/or a material failure to sustain the appeal of the brand to the Group’s customers could have a material adverse effect on the value of the brand and subsequent revenues therefrom.

The Group is exposed to foreign currency exchange rate fluctuations The Group currently incurs a majority of its expenses and earns a majority of its revenues in euros. However, the Group also currently incurs a significant portion of its expenses and revenues in pounds sterling with small portion of its expenses and revenues also in US Dollars. As a result, it is subject to currency exchange risk including translation risk and economic risk. The Group is exposed to translation risk because its reporting currency is euros and hence fluctuations in foreign exchange rates impact the consolidation into euros of foreign currency denominated assets, liabilities and earnings.

The Group is exposed to economic risk because it expects fluctuations in foreign exchange rates to impact the overall cash flow generated by its business and ultimately its likely market valuation. The realisation of any of these risks could have a material adverse effect on the Group’s business, results of operations and financial condition.

37 The Group is leveraged and is subject to restrictive debt covenants that could restrict its ability to finance its future operations and capital needs and to pursue future business opportunities and activities. Failure to satisfy obligations under its existing financing arrangements and/or any future financing arrangements would give rise to enforcement risk and/or could require the Group to re-finance its borrowings The Group has, and will following Admission continue to have, outstanding debt repayment obligations. The Company’s facilities agreement (the “Syndicated Facilities”) contains restrictive debt covenants that may, among other things, limit the ability of the Group to incur additional indebtedness, create additional security, make certain acquisitions or enter into certain joint ventures or sell or transfer its assets. In addition, the Group is subject to a financial leverage ratio test and an interest cover ratio test in the Syndicated Facilities. The covenants to which the Group is subject (and/or may be subject under any future financing arrangements) could limit its ability to finance discretionary business expansion and capital investment in the longer term, which in turn could have a material adverse effect on the Group’s business, results of operations and financial condition.

The use of debt presents the risk that the Group may be unable to service interest payments and principal repayments under the Syndicated Facilities and/or any future financing arrangements. In particular, interest rates are highly sensitive to many factors, including international and domestic economic and political conditions, and other factors beyond the Group’s control. The Group’s borrowings under the Syndicated Facilities are subject to floating interest rates. The level of interest rates can fluctuate and, if interest rates rise, the Group would be required to use a greater proportion of its revenues to satisfy its repayment obligations under the Syndicated Facilities and/or any future financing arrangements.

If certain extraordinary or unforeseen events occur, including breach of debt covenants or inability to service interest payments or principal repayments, the Syndicated Facilities (and/or any future financing arrangements) may be repayable prior to the date on which they are scheduled for repayment or could otherwise become subject to early termination. If the Group is required to repay borrowings early, it may be forced to sell assets when it would not otherwise choose to do so in order to satisfy its repayment obligations under the Syndicated Facilities and/or any future financing arrangements.

The Group may also find it difficult or costly to refinance indebtedness as it matures, and if interest rates are higher when indebtedness is refinanced, the Group’s costs could increase.

Any of the foregoing events may have a material adverse effect on the Group’s business, results of operations and financial condition.

See paragraph 13.7 of Part 6 for further information on the Syndicated Facilities.

The Syndicated Facilities contains provisions which may discourage or prevent parties from making a takeover bid for the Company Pursuant to the terms of the Syndicated Facilities, if following Admission, a person or group of persons acting in concert (other than the existing shareholders as of 16 March 2015), gain control of 30 per cent. or more of the issued share capital, or 50 per cent. or more of the voting rights, in the Company, the Syndicated Facilities will be automatically cancelled and will become immediately due and payable. These provisions may discourage or prevent parties from making a takeover bid for the Company which Shareholders would otherwise wish to consider.

The Group is dependent on key personnel The Group depends on its directors, senior management team and key employees. If the Group is unable to retain its current personnel and hire additional personnel with the requisite skills and experience, its ability to implement its growth strategy and compete in its industry could be harmed.

The Group’s future growth and success depends, in part, upon the leadership and performance of its management team, many of whom have significant experience in relevant sectors and would be difficult to replace. In particular, the Group is highly dependent on the continued services of the executive Directors, the senior management team and other key employees, including technical personnel (each a “Key Person”). Competition for employees with the particular skill sets the Group requires is intense. Any Key Person may become unavailable due, for example, to death or incapacity, as well as due to resignation. In

38 the event of such departure or unavailability of any Key Person, there can be no guarantee that the Group would be able to find and attract other individuals with similar levels of expertise and experience. Furthermore, if any Key Person transfers to a competitor this could have a material adverse effect on the Group’s competitive position in the market. If alternative personnel are found, it may take time for the transition of those persons to the Group and the transition may be costly and ultimately might not be successful. The loss of any Key Person, the inability to recruit sufficiently qualified personnel, or the inability to replace departing employees in a timely manner could have a material adverse effect on the Group’s ability to run its business and, accordingly, on its financial condition and operating results.

The Group may suffer losses in excess of insurance proceeds, if any, or from uninsurable events The Group’s insurance coverage may be insufficient to cover losses that it might incur. The Group has comprehensive insurance at both global and local levels with leading insurers to cover, among other things, property damage, business interruption, public and product liability, employer’s liability, directors’ and officers’ liability, motor and other cover as required by local laws and regulations. However, there are certain types of losses, generally of a catastrophic nature, that may be uninsurable or are not economically insurable.

The occurrence of losses or other damages not fully covered by insurance, or that exceed insurance limits, could result in unexpected additional costs. In addition, the Group’s insurance policies are subject to annual review by its insurers, and the level of premia may increase, which could have a material effect on its business, results of operations and financial condition.

The Group is exposed to litigation risk There exists the potential for litigation to be brought against the Group by any party with which it does business, from time to time. The Directors acknowledge this possibility but recognise that the extent of the impact that potential future litigation may have on the Company from both a financial and reputational standpoint cannot be determined with any certainty at this time.

The Group is subject to complex tax regimes in the jurisdictions in which it currently operates The Group’s business is subject to complex tax regimes in the jurisdictions in which it currently operates. Changes in taxation rates or laws, or misinterpretation of laws or any failure to manage tax risks adequately could result in increased charges, financial loss, including penalties, and reputational damage, which may have an adverse effect on the Group’s business, prospects and financial condition. The Group’s tax returns are subject to regular review and examination. The Group cannot guarantee that any tax audit or any tax dispute, to which it may be subject in the future, will result in a favourable outcome for the Group. There is a risk that any such tax dispute could result in additional taxes payable by the Group as well as negative publicity and reputational damage. In any such case, substantial additional tax liabilities and ancillary charges could be imposed on the Group, which could increase the Group’s effective tax rate. In addition, as a result of the Group’s complex tax regime, the Group from time to time conducts its own tax reviews and examinations which have in the past, and may in the future, result in the Group identifying areas where additional tax may be payable, although the Directors do not currently believe that there any areas, save as disclosed in this Part 2, which will require a material additional amount of tax to be payable by the Group.

RISKS RELATING TO THE ORDINARY SHARES

General investment/market risks A number of factors outside the Company’s control could impact on its performance and the price of its Ordinary Shares, including investor sentiment and local and international stock market conditions. Shareholders should recognise that the price of shares may fall as well as rise and that the market price of the Ordinary Shares may not reflect the underlying value of the Group.

The trading market for the Ordinary Shares may be subject to limited liquidity and price volatility An active trading market for the Ordinary Shares may not develop and the trading price for Ordinary Shares may fluctuate significantly. Prior to the Placing, there has been no public market for any of the Ordinary Shares. The Placing Price may not be indicative of the price at which the Ordinary Shares will trade following completion of the Placing. In addition, there can be no assurance that an active trading market for the

39 Ordinary Shares will develop, or, if it does develop, that it will be sustained following completion of the Placing, or that the market price of the Ordinary Shares will not decline below the Placing Price. The free float of the Company following Admission will be limited in light of the Lock-in Deed in place and this may also have an impact on liquidity. Admission to AIM and ESM should not be taken as implying that there will be a liquid market for the Ordinary Shares. It may be more difficult for an investor to realise his investment in the Company than in a company whose shares are quoted on the Official Lists.

The trading price of the Ordinary Shares may also be subject to significant volatility in response to, among other factors, investor perceptions of the Group and the Group’s business plans, variations in the Group’s operating results, pricing changes or other actions taken by the Group’s competitors, changes in senior management personnel, and general economic and other factors.

There can be no assurance as to future dividends There can be no assurance as to the level of future dividends. The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the Directors and will depend upon, among other things, the Company’s earnings, financial position, cash requirements and availability of sufficient distributable reserves, the Company’s ability to repatriate funds from its subsidiary companies to the parent company as well as the provisions of relevant laws or generally accepted accounting principles from time to time.

There is likely to be a higher risk for shares traded on AIM and ESM than on the Official List Application has been made for the Ordinary Shares to be admitted to trading on AIM and ESM, markets designated primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or more established companies tends to be attached. The AIM Rules and the ESM Rules are less onerous than the rules applicable to companies whose shares are listed in the premium/primary segments of the Official Lists and an investment in shares that are traded on AIM and ESM is likely to carry a higher risk than an investment in shares listed on the Official Lists.

Further, the contents of this Document have not been examined or approved by the Irish Stock Exchange, the London Stock Exchange, the FCA or by the Central Bank of Ireland. It may be more difficult for investors to realise their investment on AIM or ESM than to realise an investment in a company whose shares are quoted on the Official Lists.

There can be no guarantee as to the future performance of the Group There is no certainty and no representation or warranty is given by any person that the Company will be able to achieve any returns referred to in this document. The financial operations of the Group may be adversely affected by general economic conditions or by the particular financial condition of other parties doing business with the Company.

The Company cannot guarantee that it will always retain a quotation on AIM and ESM. If the Company fails to do so, certain investors may decide to sell their Ordinary Shares, which could have an adverse impact on the share price. Additionally, if in the future the Company decides to obtain a listing on another exchange, in addition to AIM and ESM or as an alternative, this may affect the liquidity of the Ordinary Shares traded on AIM and ESM.

Sales of Ordinary Shares by certain Shareholders may affect the price of the Ordinary Shares As set out in paragraph 13.4 of Part 6, B&J Holdings Limited (in which Bob Etchingham and Joe Barrett have an interest) and Michael O’Loughlin, have entered into lock-in arrangements with the Company and the Joint Bookrunners. When the lock-in arrangements to which those restricted Shareholders are subject, and the undertakings to which the Company is subject, expire, more Ordinary Shares may become available on the market. The potential increased supply of Ordinary Shares on the market may have an adverse effect on the market price of the Ordinary Shares.

Similarly, Directors or significant Shareholders selling additional Ordinary Shares, or the Company issuing additional Ordinary Shares, or the perception that sales or issues of this type could occur, may affect the confidence of the market in the Ordinary Shares and cause the market price of the Ordinary Shares to fall.

40 This may make it more difficult for Shareholders to sell their Ordinary Shares at a time and price that they deem appropriate.

Future issues of Ordinary Shares and exercise of options by employees may result in immediate dilution of existing shareholders and may impact the price of the Ordinary Shares The Company may decide to issue additional Ordinary Shares in the future in subsequent public offerings or private placements to fund expansion and development. If additional funds are raised through the issuance of new equity of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of the shareholders may be reduced.

The Companies Act provides for pre-emptive rights in respect of equity offerings for cash to be granted to its existing shareholders unless such rights are disapplied by shareholder resolution. As at the Latest Practicable Date pre-emption rights have been disapplied for the issue of all of the authorised but unissued Ordinary Shares in the capital of the Company in order to facilitate the issuance of Ordinary Shares in respect of the Placing. With effect from admission, pre-emption rights will be disapplied in respect of the issue of up to 10 per cent. of the Enlarged Share Capital and such power shall expire on the earlier of the date which is 18 months from the date of Admission and the date of the next annual general meeting of the Company unless previously varied, revoked or renewed

Furthermore, the issue of additional Ordinary Shares may be on more favourable terms than the Placing Shares.

In addition, the Company operates the 2014 Share Option Scheme pursuant to which as at 27 May 2015 options had been granted in the Company over a total of 6,850,000 Ordinary Shares.The Company has also adopted the Applegreen plc 2015 Long Term Incentive Plan which will become effective at Admission pursuant to which the Company may grant options for its employees to acquire Ordinary Shares, as a result of which the Company may issue additional Ordinary Shares. For further details of these arrangements see paragraph 11 of Part 6.

The issue of additional Ordinary Shares by the Company, or the possibility of such issue, may cause the market price of the Ordinary Shares to decline and may make it more difficult for Shareholders to sell Ordinary Shares at a desirable time or price. There is no guarantee that market conditions prevailing at the relevant time will allow for such a fundraising or that new investors will be prepared to subscribe for Ordinary Shares at a price which is equal to or in excess of the Placing Price.

The larger Shareholders in the Company will hold a significant interest in the Company post Admission and may be able to exert influence over matters relating to its business Following Admission, B&J Holdings Limited, a company controlled by Bob Etchingham (Chief Executive of the Company) and Joe Barrett (Chief Operating Officer of the Company), will be interested in 54,736,842 Ordinary Shares, representing approximately 69.4 per cent.of the Enlarged Share Capital of the Company.

B&J Holdings Limited, as a significant shareholder in the Company, will be in a position to exert influence over or determine the outcome of matters requiring approval of the Shareholders, including but not limited to appointments of Directors and the approval of significant transactions. For example, B&J Holdings Limited can appoint or remove directors from the board and approve or reject ordinary resolutions.

The Company has entered into a Relationship Agreement with B&J Holdings Limited, Bob Etchingham and Joe Barrett to manage the relationship between them, principally to ensure that all transactions between the Company and B&J Holdings Limited and its associates, will be at arm’s length and on normal commercial terms. Further details of the Relationship Agreement are set out in paragraph 13.6 of Part 6.

Following Admission, the Company will be a public limited company incorporated in the Republic of Ireland and its Ordinary Shares will be admitted to trading on AIM and ESM. As a result, the Company will be subject to the provisions of the Irish Takeover Rules (see paragraph 16 of Part 6). However, for so long as B&J Holdings continues to be interested in more than 50 per cent. of the total voting share capital of the Company in issue, it may acquire further securities without the imposition of restrictions under Rule 5 of the Irish Takeover Rules and, furthermore, B&J Holdings Limited may increase its aggregate interest in Ordinary Shares without incurring any obligation under Rule 9 of the Irish Takeover Rules to make a general offer – a

41 ‘‘mandatory offer’’ — to the holders of each class of transferable, voting securities of the Company to acquire their securities.

Further details concerning B&J Holding’s interests in the Company are set out in paragraph 8 of Part 6.

The interests of this significant Shareholder may be different than the interests of other Shareholders. As a result the larger Shareholder’s interests in the voting capital of the Company, if of sufficient individual or aggregate size, and/or if aggregated in any circumstances, may permit them to effect certain transactions without other Shareholders’ support, or delay or prevent certain transactions that are in the interests of other Shareholders, including without limitation, an acquisition or other changes in control of the Company’s business. This could prevent other Shareholders from receiving a premium on their Ordinary Shares. The market price of the Ordinary Shares may decline if the larger Shareholders use their influence over the Company’s voting capital in ways that are or may be adverse to the interests of other Shareholders.

Taxation The information contained in Part 5 relating to taxation is not exhaustive and only addresses certain limited aspects of taxation for shareholders in the UK, the Republic of Ireland and the US. The information contained in Part 5 relating to taxation may be subject to legislative change which could affect the value of the Ordinary Shares or investments held by the Group or affect the Group’s ability to provide returns to and/or to alter the post-tax returns to shareholders. Shareholders who are in any doubt as to their tax position in any jurisdiction should consult their own independent tax advisers.

Winding up of the Company On a return of capital on a winding-up, holders of Ordinary Shares will be entitled to be paid out of the assets of the Company available to members only after the claims of all creditors of the Company have been settled.

It may be difficult for shareholders outside the Republic of Ireland to serve process on or enforce foreign judgments against the Company or the Directors. The Company is a public limited company incorporated in the Republic of Ireland. The rights of the Shareholders are governed by the laws of the Republic of Ireland and by the Memorandum of Association and the Articles of Association. These rights may differ from the rights of shareholders in other non-Irish corporations. A majority of the current Directors are resident in the Republic of Ireland and a majority of the assets of the Group are expected to be located in the Republic of Ireland. As a result it may be difficult for shareholders outside the Republic of Ireland to serve process on or enforce foreign judgments against the Group or the Directors.

Pre-emption rights for US and other non-Irish and non-UK holders of Ordinary Shares may be unavailable In the case of certain increases in the Company’s issued share capital, existing holders of Ordinary Shares are generally entitled to pre-emption rights to subscribe for such shares, unless shareholders waive such rights by a resolution at a shareholders’ meeting. However, securities laws of certain jurisdictions may restrict the Company’s ability to allow participation by shareholders in future offerings. In particular, US holders of ordinary shares in Irish companies are customarily excluded from exercising any such pre-emption rights they may have, unless a registration statement under the Securities Act is effective with respect to those rights, or an exemption from the registration requirements thereunder is available. The Company does not intend to file any such registration statement, and the Company cannot assure prospective US investors that any exemption from the registration requirements of the Securities Act or applicable non-US securities law would be available to enable US or other non-Irish and non-UK holders to exercise such pre-emption rights or, if available, that the Company will utilise any such exemption.

42 PART 3

OPERATING AND FINANCIAL REVIEW

The following is a discussion of the Group’s financial condition and results of operations as at and for each of the years ended 31 December 2014, 2013 and 2012. This discussion should be read in conjunction with the selected historical consolidated financial information included herein and the consolidated financial statements, including the notes thereto, presented under Part 4.

The financial information as at and for each of the three years ended 31 December 2014, 2013 and 2012 has been prepared in accordance with IFRS and their interpretations approved by the International Accounting Standards Board (IASB) as adopted by the EU.

This discussion contains forward looking statements that involve risks and uncertainties. For additional information regarding these risks and uncertainties, please refer to the section headed “Forward looking statements” in the part titled “Important Information” of this Document. Investors should also read Part 2 of this Document for a discussion of certain factors that may affect the Group’s business, financial condition and results of operations.

1. OVERVIEW The Group is a major petrol forecourt retailer in the Republic of Ireland with a significant and growing presence in the United Kingdom. As at 31 December 2014, the Group operated a total of 152 sites, of which 96 were in the Republic of Ireland, 54 were in the UK and 2 were in the US. The total number of forecourt sites operated by the Group as at 31 December 2013 and 2012 was 119 and 95, respectively.

The Group operates two different models of forecourt sites: Service Area Sites and Petrol Filling Stations. In addition, the Group’s dealer business is focused on providing fuel to independent operators of Group Dealer Sites. As at 31 December 2014, the Group counted 18 Service Area Sites, 126 Petrol Filling Stations, and 8 Group Dealer Sites in its operations. The Group also operates its own distribution centre in Dublin which allows for the supply and distribution of Applegreen own brand products (across the ambient, chilled and “food to go” product ranges) to the Group’s sites in the Republic of Ireland. In Great Britain, the Group currently stocks ambient own brand products (such as water and motor oil products) in its outlets through a third-party distribution company.

For the years ended 31 December 2014, 2013 and 2012, the Group recorded revenue of €937.3 million, €794.6 million and €708.7 million, respectively. Profit for the year was €12.3 million, €14.7 million and €6.9 million, respectively. The Group’s Adjusted EBITDA was €22.8 million, €18.9 million and €16.7 million, respectively.

2. SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS The Directors believe that the following factors have had, and may continue to have, a material effect on the Group’s results of operations.

Economic conditions in the Republic of Ireland and the UK Substantially all of the Group’s operations are in the Republic of Ireland and the UK. Accordingly, the Group’s revenue is derived almost entirely from Republic of Ireland and UK customers. As a result, the Group’s business, results of operations and financial condition have been, and are expected to be, significantly affected by general economic conditions in the Republic of Ireland and the UK, including GDP growth, unemployment levels and disposable income. In the Republic of Ireland, following the economic downturn during the period from 2008 to 2012, real GDP declined by 0.3 per cent. in 2012 and then grew by 0.2 per cent. in 2013 and by 4.8 per cent. in 2014. The average unemployment rate in the Republic of Ireland fell from 14.7 per cent. in 2012 to 13.1 per cent. in 2013 and to 11.1 per cent. in 2014 (Source: European Economic Forecast, Winter 2015, European Commission), with increasing consumer and business confidence. In the UK, GDP growth was 0.7 per cent. in 2012, 1.7 per cent. in 2013 and 2.6 per cent. in 2014. Unemployment levels in the UK fell from 7.9 per cent. in 2012 to 7.6 per cent. in 2013 and to 6.3 per cent. in 2014 (Source: European Economic Forecast, Winter 2015, European Commission). Against the

43 backdrop of GDP growth and falling unemployment in the Republic of Ireland and the UK, the Group’s revenue increased by 18 per cent. to €937.3 million for the year ended 31 December 2014 compared to €794.6 million for 2013 and by 12 per cent. compared to €708.7 million for 2012. Changes in GDP, unemployment and other economic conditions can affect consumers’ propensity for car use and, consequently, the frequency of petrol station visits and expenditure on food and beverage products, which have a direct effect on the Group’s results of operations.

Oil prices Over the periods under review, the Group’s retail and cost prices for fuel have tended to fluctuate in line with one another. As a result of this ability to pass oil price changes onto the customer on a timely basis, the Group does not hedge its fuel purchases. Fluctuations in oil prices do have a direct impact on the Group’s revenue, as the price per litre charged by the Group closely follows changing oil prices. The volumes of fuel sold at the Group’s forecourt sites are also sensitive to price per litre charged, reflecting the commodity nature of the retail fuel market. In certain cases, a lower price per litre reflecting lower oil prices may not necessarily be offset by increased volumes of fuel sold, thereby resulting in declining revenue.

Competition The Group operates in a highly competitive market, comprised of petrol stations that are owned and operated by a mix of local and large scale multi-national corporations. The Group’s strategy is to market its fuel at a price below that of its competitors in order to increase customer visits to its forecourt sites. The price per litre charged for fuel is set by management and, in order to maintain its position in the market and have a competitive fuel price, price per litre levels may be adjusted downwards in certain cases. If the volume of fuel or other products sold does not increase sufficiently as a result, this downward adjustment can lead to a negative impact on the Group’s results of operations.

Growth in number of forecourt sites During the periods under review, growth in the number of forecourt sites has been the primary reason for increases in revenue for the Group. The Group expands its forecourt estate through acquisitions of petrol stations and greenfield/brownfield developments and lease arrangements. In particular, new sites that include food courts tend to have greater positive effects on the Group’s results, as they benefit from increased customer footfall compared to those sites without food offerings and better margins on sales of food. As at 31 December 2014, 2013 and 2012, the number of forecourt sites operated by the Group was 152, 119 and 95 sites, respectively. The following table sets forth the number of sites in the Republic of Ireland, the UK and the US for the periods under review.

As at 31 December 2012 2013 2014

Republic of Ireland 72 77 96 UK 23 42 54 US – – 2 –––––––––––– –––––––––––– –––––––––––– Total number of sites 95 119 152 –––––––––––– –––––––––––– ––––––––––––

Planning consents and permissions for greenfield and brownfield developments The Group conducts its business in a highly regulated industry requiring extensive planning consents and permissions for the establishment and operation of petrol stations. The Group’s growth strategy includes expanding its forecourt estate in the Republic of Ireland and the UK through establishing new sites on greenfield or brownfield developments. On average, the planning process for greenfield and brownfield developments takes 12-24 months per site, with greenfield developments generally requiring more time. The Group’s ability to obtain the necessary planning consents and permissions in a timely manner can impact the cost for the Group of implementing this growth strategy. Any unforeseen delay in obtaining the requisite planning consents and permissions can have a negative impact on the Group’s results.

44 Impact of debt restructuring The Group restructured its senior debt in the year ended 31 December 2013, which resulted in an overall net settlement gain on the debt restructuring amounting to €3.6 million which was recorded in the Group’s income statement for the year ended 31 December 2013. In December 2013, the Group secured a new senior debt facility with Ulster Bank Ireland Limited and Allied Irish Banks p.l.c. for €42.2 million. Prior to the debt restructuring, the Group expanded its forecourt estate by taking leases on new sites. The debt restructuring during the year ended 31 December 2013 freed the Group from its capital constraints, providing it with the flexibility to acquire sites in what the Directors deem to be the most capital efficient manner, i.e. through outright purchase of sites or by leasing. In addition, the Group’s finance costs have decreased due to the reduction in borrowings and lower interest rates that resulted from the debt restructuring.

Seasonal fluctuations The Group’s results of operations are subject to seasonal fluctuations across the year. In general, the Group’s activity levels are at their lowest in the first quarter of the year (January to March), with activity levels increasing in the second quarter and peaking in the third quarter. These activity levels generally correspond with the seasons and consumers’ increasing propensity for car use in better weather, which has a positive effect on the frequency of petrol station visits and expenditure on food and beverage products. As a result of these seasonal fluctuations, comparisons of the Group’s operating results over any interim periods may not be meaningful and such comparisons may not be an accurate indicator of the Group’s future performance for any annual period.

3. RESULTS OF OPERATIONS FOR THE YEARS ENDED 31 DECEMBER 2014, 2013 AND 2012 The following table sets forth the Group’s consolidated results of operations for the periods indicated.

Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Revenue 708,718 794,623 937,322 Cost of sales (639,509) (718,511) (840,740) –––––––––––– –––––––––––– –––––––––––– Gross profit 69,209 76,112 96,582 Selling and distribution costs (45,672) (50,240) (63,903) Administrative expenses (11,738) (10,761) (16,238) Other income 520 670 974 Finance costs (5,028) 75 (2,885) Finance income 428 357 417 Share of profit of associates (441) – – Profit before income tax 7,278 16,213 14,947 Income tax expense (425) (1,563) (2,668) –––––––––––– –––––––––––– –––––––––––– Profit for the year 6,853 14,6501 12,279 –––––––––––– –––––––––––– –––––––––––– (1) Profit for the year ended 31 December 2013 is stated after a net settlement gain of €3.6 million (which arose on the net gain arising on the settlement of the Group’s debt obligations during 2013 (net of associated costs)).

Revenue Revenue includes sales from fuel and non-fuel products. The Group generates revenue from its activities in the Republic of Ireland, the United Kingdom and, beginning in April 2014, the United States. Revenue increased by 18 per cent., to €937.3 million, for the year ended 31 December 2014 compared to €794.6 million for the year ended 31 December 2013. Revenue for the year ended 31 December 2013 increased by 12 per cent. compared to €708.7 million for the year ended 31 December 2012. Growth in revenue for the Group during the periods under review was primarily due to increases in the number of forecourt sites operated by the Group in the Republic of Ireland, the United Kingdom and, beginning in April 2014, the United States, with the majority of revenue growth occurring in the United Kingdom due to the addition of 31 new sites to the estate.

45 Revenue by operating segment The Group has historically reported financial and site information split between the geographies of the Republic of Ireland, the United Kingdom and Other (comprising the United States). The planned expansion of the Group’s activities in Northern Ireland has resulted, however, in the management of the Northern Ireland sites becoming the responsibility of the Republic of Ireland management team. Accordingly, following Admission, the Group intends to split the information it reports between the geographies of Ireland, Great Britain and the United States.

In each of these geographic segments, the Group sells fuel which is predominantly petrol and diesel; food, which includes branded food offerings (Burger King, Costa Coffee, aCafé/Bakewell, Subway, Chopstix and Greggs) and deli counters; and other, which include alcohol, tobacco, confectionary, newspapers and magazines.

The following tables present a breakdown of revenue by geographic operating segment and product for the periods indicated.

Year ended 31 December 2012 Republic of Ireland UK Total €’000 €’000 €’000 Revenue Fuel 419,297 171,286 590,583 Food 28,625 1,241 29,866 Other 75,262 13,007 88,269 –––––––––––– –––––––––––– –––––––––––– 523,184 185,534 708,718 –––––––––––– –––––––––––– ––––––––––––

Year ended 31 December 2013 Republic of Ireland UK Total €’000 €’000 €’000 Revenue Fuel 414,072 248,938 663,010 Food 30,502 2,405 32,907 Other 78,334 20,372 98,706 –––––––––––– –––––––––––– –––––––––––– 522,908 271,715 794,623 –––––––––––– –––––––––––– ––––––––––––

Year ended 31 December 2014 Republic of Ireland UK US Total €’000 €’000 €’000 €’000 Revenue Fuel 428,893 345,948 4,138 778,979 Food 41,659 4,768 – 46,427 Other 82,407 28,926 583 111,916 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 552,959 379,642 4,721 937,322 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Republic of Ireland revenue Revenue in the Republic of Ireland accounted for 59 per cent., 66 per cent. and 74 per cent. of the Group’s revenue for the years ended 31 December 2014, 2013 and 2012, respectively. Revenue in the Republic of Ireland remained relatively consistent for the year ended 31 December 2014 compared to 2013. The slight decline in revenue in the Republic of Ireland for the year ended 31 December 2013 compared to 2012 was primarily a result of lower fuel prices charged.

46 UK revenue UK revenue accounted for 40 per cent., 34 per cent. and 26 per cent. of the Group’s revenue for the years ended 31 December 2014, 2013 and 2012, respectively. UK revenue increased by 40 per cent. for the year ended 31 December 2014 compared to 2013, primarily due to further expansion in the number of UK sites. UK revenue increased by 46 per cent. for the year ended 31 December 2013 compared to 2012 primarily as a result of the growth in the number of forecourt sites during 2013, as the Group commenced trading across twelve sites formerly operated by the Co-Operative Group Limited. These sites were rebranded in June 2013 and performed well in the second half of the year, helping to increase revenue for the UK operations.

US revenue US revenue accounted for 1 per cent. of the Group’s revenue for the year ended 31 December 2014, reflecting the establishment of operations in the United States in April 2014. There is no food offering in any of the US forecourt sites.

Revenue by product Fuel Revenue from the sale of fuel accounted for 83 per cent. of the Group’s revenue for each of the years ended 31 December 2014, 2013 and 2012. Fuel revenue increased by 17 per cent. for the year ended 31 December 2014 compared to 2013, primarily due to increased volumes of fuel sold at the Group’s sites as a result of improved economic activity in the Republic of Ireland, expansion in the UK and new business initiatives (the Applegreen Fuelcard, the new Dealer business and beginning operations in the US) and the return of higher fuel prices charged in line with those for 2012. Fuel revenue increased by 12 per cent. for the year ended 31 December 2013 compared to 2012 mainly due to increased volumes sold as a result of expansion in the UK, partially offset by the decline in fuel prices from those charged in 2012.

Food Revenue from the sale of food accounted for 5 per cent., 4 per cent. and 4 per cent. of the Group’s revenue for the years ended 31 December 2014, 2013 and 2012, respectively. Food revenue increased by 41 per cent. for the year ended 31 December 2014 compared to 2013 and by 10 per cent. for the year ended 31 December 2013 compared to 2012, primarily due to the opening of food courts in rebranded sites and the addition of new sites with food offerings to the Group’s forecourt estate.

Other Other revenue accounted for 12 per cent., 13 per cent. and 13 per cent. of the Group’s revenue for each of the years ended 31 December 2014, 2013 and 2012, respectively. Other revenue increased by 13 per cent. for the year ended 31 December 2014 compared to 2013, primarily due to higher sales levels and the addition of new sites to the Group’s forecourt estate. Other revenue increased by 12 per cent. for the year ended 31 December 2013 compared to 2012 mainly due to new forecourt sites in the UK.

Cost of sales Cost of sales represents the cost of sales for fuel and non-fuel products, comprising the cost of inventory recognised as an expense, offset by rebates received under Long Term Agreements (“LTAs”) with certain of the Group’s suppliers. The Group also classifies revenue share payments to its associate company Superstop Limited, which the Group owns jointly as part of a consortium with Tedcastles Oil Products Limited and Pierse Contracting Limited, within cost of sales. Cost of sales increased by 17 per cent. for the year ended 31 December 2014 compared to 2013 primarily due to the expansion of the Group’s forecourt estate, and by 12 per cent. for the year ended 31 December 2013 compared to 2012 due to the increased numbers of forecourt sites as well as higher fuel prices. For each of the years ended 31 December 2014, 2013 and 2012, cost of sales was 90 per cent. of revenue.

Gross profit Gross profit margin for the Group increased to 10.3 per cent. for the year ended 31 December 2014 compared to 9.6 per cent. for 2013, mainly due to improved margin on food sales and higher rebates under

47 LTAs. Gross profit margin for the year ended 31 December 2013 declined slightly compared to 9.8 per cent. for 2012 due to lower fuel margins and trading conditions across fuel and non-fuel products.

Gross profit by operating segment The following tables present a breakdown of gross profit by geographic operating segment and product for the periods indicated.

Year ended 31 December 2012 Republic of Ireland UK Total €’000 €’000 €’000 Gross profit Fuel 22,297 6,080 28,377 Food 15,933 476 16,409 Other 21,027 3,396 24,423 –––––––––––– –––––––––––– –––––––––––– 59,257 9,952 69,209 –––––––––––– –––––––––––– ––––––––––––

Year ended 31 December 2013 Republic of Ireland UK Total €’000 €’000 €’000 Gross profit Fuel 21,503 8,045 29,548 Food 16,944 843 17,787 Other 23,198 5,579 28,777 –––––––––––– –––––––––––– –––––––––––– 61,645 14,467 76,112 –––––––––––– –––––––––––– ––––––––––––

Year ended 31 December 2014 Republic of Ireland UK US Total €’000 €’000 €’000 €’000 Gross profit Fuel 25,137 13,168 330 38,635 Food 23,673 1,765 – 25,438 Other 24,266 8,051 192 32,509 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 73,076 22,984 522 96,582 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Republic of Ireland gross profit Gross profit margin for the Republic of Ireland increased to 13 per cent. for the year ended 31 December 2014 compared to 12 per cent. for 2013 and 11 per cent. for 2012, reflecting increased sales volumes across a larger forecourt estate, including greater sales of food (which delivers higher margins than fuel – approximately 57 per cent. compared to 6 per cent., respectively, for the year ended 31 December 2014) across an expanded number of sites with food offerings, together with higher fuel margins achieved for 2014.

UK gross profit Gross profit margin for the UK was 6 per cent., 5 per cent. and 5 per cent. for the years ended 31 December 2014, 2013 and 2012, respectively. During the periods under review, UK gross profit margin was lower than that for the Republic of Ireland due to lower margins on fuel as a result of the highly competitive market and food sales being a lower proportion of the sales mix at the Group’s UK forecourt sites. Petrol station forecourts in the UK tend to be smaller and not to have delis or any substantial food offering. For the year ended 31 December 2014, food sales accounted for 1 per cent. of revenue and 8 per cent. of gross profit in the UK compared to 8 per cent. of revenue and 32 per cent. of gross profit in the Republic of Ireland.

48 US gross profit Gross profit margin for the US was 11 per cent. for the year ended 31 December 2014.

Selling and distribution costs Selling and distribution costs are the expenses incurred by the Group relating to trading locations. These costs increased by 27 per cent. for the year ended 31 December 2014 compared to 2013 and by 10 per cent. for the year ended 31 December 2013 compared to 2012. The increases in selling and distribution costs for the periods under review were primarily due to the expansion of the forecourt estate, which resulted in higher employee expenses (primarily in wages and salaries), greater operating lease payments for land and buildings, and greater depreciation charges for plant, property and equipment, with the larger increase for 2014 reflecting the accelerated expansion of the estate following the Group’s debt restructuring.The following table presents certain of the Group’s expenses for the periods indicated.

Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Operating lease payments 5,221 7,060 10,347 Depreciation of property, plant and equipment 3,687 4,080 5,604

The Group is required under IFRS to assess its forecourt sites for impairment on an annual basis. For the year ended 31 December 2014, the Group recorded a net impairment charge of €293,000 within selling and distribution costs, reflecting an impairment charge of €670,000 relating to four sites which failed to meet profitability expectations in the Republic of Ireland and the UK. This impairment charge was offset by an impairment reversal of €376,000 for one site in the Republic of Ireland, which showed improved performance with the presence of positive profitability trends for a period of three consecutive years. For the year ended 31 December 2012, the Group recorded a net impairment charge of €1.3 million relating to three sites in the UK.

Administrative expenses Administrative expenses are the expenses incurred by the Group relating to head office costs. Administrative expenses increased by 51 per cent. for the year ended 31 December 2014 compared to 2013, primarily due to the expansion of the forecourt estate, which resulted in higher employee expenses (primarily in wages and salaries). Administrative expenses decreased by 8 per cent. for the year ended 31 December 2013 compared to 2012, taking into account certain non-recurring costs relating to the Group’s customer loyalty scheme in 2012 and a credit from Superstop Limited in 2013.

The Group recorded profit on disposal of assets of €2.9 million for the year ended 31 December 2014 in connection with the sale of one of the Group’s properties, which was renovated in 2013. The Group recorded profit on disposal of assets of €1.6 million for the year ended 31 December 2013 in connection with the sale of four properties and of €0.5 million for the year ended 31 December 2012 in connection with the sale of one property in the UK.

For the year ended 31 December 2014, the Group recorded non-recurring charges amounting to €2.1 million, which include a one-off payment made to Directors of the Group for past service and a provision in respect of certain tax positions currently under negotiation with Revenue authorities.

Other income Other income consists of rental income for mobile phone masts, commission from the operation of automated teller machines and advertising income. Other income increased by 45 per cent. for the year ended 31 December 2014 compared to 2013 and by 29 per cent. for the year ended 31 December 2013 compared to 2012 primarily due to the growth in the number of forecourt sites operated by the Group.

49 Finance costs Finance costs consist mainly of bank loan and overdraft interest expenses. The Group incurred finance costs of €2.9 million for the year ended 31 December 2014 in connection with its bank loans. The lower finance costs for 2014 compared to 2012 reflect the benefit of the debt reduction and lower interest rates resulting from the restructuring of the Group’s senior debt in 2013. Finance costs for the year ended 31 December 2013 included a net debt settlement gain of €3.6 million following the debt restructuring. The Group incurred finance costs of €5.0 million for the year ended 31 December 2012 in connection with its pre-restructuring bank loans.

Income tax expense The Group is subject to taxation in each of its countries of operation. Income tax increased for the year ended 31 December 2013 compared to 2012 due to higher profits from the Group’s operations, while income tax for the year ended 31 December 2014 included tax on the disposal of a property in the Republic of Ireland.

Profit for the year The Group’s profit for the year decreased by 16 per cent. for the year ended 31 December 2014 compared to 2013, reflecting the non-recurring charges of €2.1 million for 2014 and the net settlement gain of €3.6 million in 2013 from the debt restructuring. The Group’s profit for the year increased by 114 per cent. for the year ended 31 December 2013 compared to 2012, mainly due to the expansion of the UK forecourt estate, which almost doubled from 23 to 42 sites.

EBITDA EBITDA is defined as earnings before tax, interest, depreciation, amortisation and impairment charges. Adjusted EBITDA is normalised trading EBITDA adjusted for foreign exchange movements, share based payments, profit on disposal of assets, Company share of results of associates and other non-recurring items. The following table presents a reconciliation of EBITDA and Adjusted EBITDA to profit before income tax for the periods indicated.

Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Profit before income tax 7,278 16,213 14,947 Depreciation 3,687 4,080 5,604 Amortisation 76 89 116 Net impairment charge 1,266 – 293 Net finance cost/(income) 4,600 (432) 2,468 –––––––––––– –––––––––––– –––––––––––– EBITDA 16,907 19,950 23,428 Net foreign exchange loss/(gain) (140) 601 (205) Share based payments – – 332 Profit on disposal of assets (507) (1,621) (2,872) Share of loss of associates 441 – – Non-recurring charges – – 2,093 –––––––––––– –––––––––––– –––––––––––– Adjusted EBITDA 16,701 18,930 22,776 –––––––––––– –––––––––––– ––––––––––––

Adjusted EBITDA increased by €3.8 million, or 20 per cent., for the year ended 31 December 2014 compared to 2013, primarily due to the expansion of the Group’s forecourt estate and the growing proportion of food sales in the product mix between food, fuel and other. Adjusted EBITDA increased by €2.2 million, or 13 per cent., for the year ended 31 December 2013 compared to 2012, primarily due to higher profit before income tax as a result of the Group’s expansion, particularly in the UK, and enhanced contribution from the existing estate due to rebranding.

50 4. LIQUIDITY AND CAPITAL RESOURCES Cash flow The Group has generated positive net cash from operating activities during each of the periods under review. The following table summarises the principal components of the Group’s consolidated cash flows for the periods indicated.

Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Net cash from operating activities 19,670 34,332 26,167 Net cash used in investing activities (4,350) 968 (37,461) Net cash used in financing activities (9,132) (42,477) 7,756 Exchange gains/(losses) on operating activities 222 (776) 531 –––––––––––– –––––––––––– –––––––––––– Net increase in cash and cash equivalents 6,410 (7,953) (3,007) –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents at end of period 23,226 15,273 12,266 –––––––––––– –––––––––––– ––––––––––––

Net cash inflow from operating activities For the years ended 31 December 2014, 2013 and 2012, net cash inflow from operating activities was €26.2 million, €34.3 million and €19.7 million, respectively. The Group has a negative working capital cycle, which helps to fund its operations, due to its credit terms with fuel suppliers. During the periods under review, the Group has lengthened the credit received from fuel suppliers. The expansion of the Group’s business has benefitted cashflows through both increased revenue and working capital inflows (from credit on increased fuel volumes), together with its relatively low inventory days. For the year ended 31 December 2014, net cash inflow from operating activities benefitted from the Group’s expansion, the effects of which were partially offset by the reduction in oil prices. For the year ended 31 December 2013, net cash inflow from operating activities benefitted from expansion in the UK in particular and the lengthening of credit terms.

Net cash used in/from investing activities For the year ended 31 December 2014, net cash used in investing activities was €37.5 million, reflecting significant investment by the Group in the forecourt estate through the acquisition of new sites and the rebranding of existing sites.

For the year ended 31 December 2013, net cash from investing activities was €1.0 million, reflecting disposal proceeds from the sale and leaseback of four properties, net of the Group’s investment in the expansion of its forecourt estate. For the year ended 31 December 2012, net cash used in investing activities was €4.4 million, again reflecting investment by the Group in the expansion of its forecourt estate.

Net cash used in/from financing activities For the year ended 31 December 2014, net cash from financing activities was €7.8 million, reflecting the Group’s drawdown of €15 million from its revolving credit facility during this period, which was partially offset by the repayment of certain borrowings, the payment of finance lease liabilities and interest payments.

For the year ended 31 December 2013, net cash used in financing activities was €42.5 million, in connection with the Group’s debt restructuring, when it repaid its senior debt and mezzanine debt during 2013. For the year ended 31 December 2012, net cash used in financing activities was €9.1 million, primarily in connection with the repayment of certain borrowings and interest payments.

51 5. TOTAL BORROWINGS The Group’s total borrowings as at 31 December 2014, 2013 and 2012 were €60.8 million, €46.3 million and €86.4 million, respectively.

The following table presents total borrowings as at the dates indicated.

As at 31 December 2012 2013 2014 €’000 €’000 €’000 Current Bank overdrafts – – 1,515 Bank loans 83,029 3,469 18,428 Finance leases 586 1,012 1,270 –––––––––––– –––––––––––– –––––––––––– 83,615 4,481 21,213 –––––––––––– –––––––––––– –––––––––––– Non-Current Bank loans 905 38,575 35,997 Finance leases 1,872 3,266 3,598 –––––––––––– –––––––––––– –––––––––––– 2,777 41,841 39,595 –––––––––––– –––––––––––– –––––––––––– Total borrowings 86,392 46,322 60,808 –––––––––––– –––––––––––– ––––––––––––

The table below presents the maturity profiles of the Group’s bank loans and overdrafts as at the date indicated.

As at 31 December 2012 2013 2014 €’000 €’000 €’000

Within one year 83,029 3,469 18,428 Between one and two years 905 3,692 4,303 Between two and five years – 34,883 31,694 –––––––––––– –––––––––––– –––––––––––– 83,934 42,044 54,425 –––––––––––– –––––––––––– ––––––––––––

The Group restructured its senior debt during the year ended 31 December 2013. In December 2013, the Group secured a new senior debt facility with Ulster Bank Ireland Limited and Allied Irish Banks p.l.c. for €42.2 million (the “Syndicated Facilities”). Finance totalling €32 million and £8.5 million was obtained with all loan facilities due to mature in 2019. As part of these loan facilities, the Group capitalised €1.3 million of borrowing costs. All facilities are on floating rate terms based on Euribor for loans denominated in Euro and Libor for loans denominated in Pounds Sterling. A number of financial covenants were agreed in relation to the Syndicated Facilities which, if not complied with at future dates, could result in the Syndicated Facilities becoming immediately due.

The Group amended its Syndicated Facilities Agreement in May 2014, which included a revolving credit facility of €15 million to fund the Group’s capital expenditure. The revolving credit facility was drawn down in three tranches during the year ended 31 December 2014: €10 million in May 2014, €3 million in October 2014 and €2 million in November 2014. (Please see paragraph 13.7 of Part 6 for a description of the Syndicated Facilities Agreement.) During the periods under review, the Group’s ratio of Net Debt to Adjusted EBITDA was 3.78 as at 31 December 2012, 1.64 as at 31 December 2013 and 2.1 as at 31 December 2014, which has allowed the Group to significantly expand its operations.

In March 2015, the Group entered into new banking arrangements with its senior lenders, Ulster Bank Ireland Limited and Allied Irish Banks p.l.c. These new agreements extend the maturity of the Group’s debt and make additional facilities available to the Group.

52 Operating lease commitments The Group leases various buildings and sites for use across its retail operations. These leases are non- cancellable operating leases with varying terms, escalation clauses, incentives and renewal rights. The following table presents future minimum rentals payable under non-cancellable operating leases, on an undiscounted basis.

As at 31 December 2012 2013 2014 €’000 €’000 €’000 Land and buildings Due within one year 5,294 8,291 11,455 Due after one year but not more than five years 20,972 37,556 45,776 Due after five years 61,784 112,159 135,813 –––––––––––– –––––––––––– –––––––––––– Total operating lease commitments 88,050 158,006 193,044 –––––––––––– –––––––––––– ––––––––––––

Contingent liabilities As at 31 December 2014, the Group had negotiated the purchase of two properties for a value of €5.1 million. The terms of one of these purchases was finalised and ownership of the property was transferred to the Group in April 2015. The remaining property purchase is yet to be finalised.

6. CRITICAL ACCOUNTING JUDGEMENTS In the application of the Group’s accounting policies, which are described in note 3.2 to the consolidated financial statements presented under Part 4, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key assumptions concerning the future and other key sources of estimation uncertainty are detailed in note 4 to the consolidated financial statements presented under Part 4.

7. FINANCIAL RISK MANAGEMENT The Group’s activities expose it to a number of financial risks, which are detailed in note 23 to the consolidated financial statements presented under Part 4.

53 PART 4

ACCOUNTANT’S REPORT AND HISTORICAL FINANCIAL INFORMATION ON THE GROUP

SECTION A: ACCOUNTANT’S REPORT

The Directors Applegreen plc 17 Joyce Way Parkwest Dublin 12

Shore Capital & Corporate Limited Bond Street House 14 Clifford Street London W1S 4JU England

Goodbody Stockbrokers Ballsbridge Park Ballsbridge Dublin 4

16 June 2015

Dear Sirs

Applegreen plc

We report on the financial information set out in Section B of Part 4 below (the “IFRS Financial Information Table”). The IFRS Financial Information Table has been prepared for inclusion in the admission document dated 16 June 2015 (the “Admission Document”) of Applegreen plc (the “Company”) on the basis of the accounting policies set out in note 3. This report is required by Schedule Two of the ESM Rules for Companies published by the Irish Stock Exchange plc (the “ESM Rules”) and Schedule Two of the AIM Rules for Companies published by the London Stock Exchange plc (the “AIM Rules”) and is given for the purpose of complying with those Schedules and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the IFRS Financial Information Table in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion as to whether the IFRS Financial Information Table gives a true and fair view, for the purposes of the Admission Document and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under paragraph (a) of Schedule Two of the ESM Rules and paragraph (a) of Schedule Two of the AIM Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Schedule Two to the ESM Rules and Schedule Two to the AIM Rules, consenting to its inclusion in the Admission Document.

54 Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and published by the Institute of Chartered Accountants in Ireland. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing standards generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States) and accordingly should not be relied upon as if it had been carried out in accordance with those standards.

Opinion In our opinion, the IFRS Financial Information Table gives, for the purposes of the Admission Document dated 16 June 2015, a true and fair view of the state of affairs of the Company as at the dates stated and of its income statement, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration For the purposes of paragraph (a) of Schedule Two of the ESM Rules and paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with Schedule Two of the ESM Rules and Schedule Two of the AIM Rules.

Yours faithfully

PricewaterhouseCoopers Chartered Accountants

55 SECTION B: HISTORICAL FINANCIAL INFORMATION ON THE GROUP

CONSOLIDATED INCOME STATEMENT Year ended 31 December Notes 2012 2013 2014 €’000 €’000 €’000

Revenue 708,718 794,623 937,322 Cost of sales (639,509) (718,511) (840,740) –––––––––––– –––––––––––– –––––––––––– Gross profit 69,209 76,112 96,582 Selling and distribution costs (45,672) (50,240) (63,903) Administrative expenses (11,738) (10,761) (16,238) Other income 8 520 670 974 Finance costs 11 (5,028) 75 (2,885) Finance income 11 428 357 417 Share of loss of associates (441) – – –––––––––––– –––––––––––– –––––––––––– Profit before income tax 7,278 16,213 14,947 Income tax expense 12 (425) (1,563) (2,668) –––––––––––– –––––––––––– –––––––––––– Profit for the year 6,853 14,650 12,279 –––––––––––– –––––––––––– –––––––––––– Earnings per share from continuing operations attributable to the owners of the parent company during the year Earnings per share – Basic 11.42c 24.42c 20.47c Earnings per share – Diluted 11.42c 24.42c 20.42c

Non-GAAP measure: Reconciliation of Profit before income tax to Earnings before tax, interest, depreciation and amortisation (EBITDA), net foreign exchange loss/(gain), share based payments and other non-recurring gains and losses (Adjusted EBITDA) Year ended 31 December Notes 2012 2013 2014 €’000 €’000 €’000

Profit before income tax 7,278 16,213 14,947 Depreciation 9 3,687 4,080 5,604 Amortisation 9 76 89 116 Net impairment charge 9 1,266 – 293 Net finance cost/(income) 11 4,600 (432) 2,468 –––––––––––– –––––––––––– –––––––––––– EBITDA 16,907 19,950 23,428 Net foreign exchange loss/(gain) 9 (140) 601 (205) Share based payments 28 – – 332 Profit on disposal of assets 9 (507) (1,621) (2,872) Share of loss of associates 16 441 – – Non-recurring charges 9 – – 2,093 –––––––––––– –––––––––––– –––––––––––– Adjusted EBITDA 16,701 18,930 22,776 –––––––––––– –––––––––––– ––––––––––––

56 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December Notes 2012 2013 2014 €’000 €’000 €’000 Assets Non-current assets Intangible assets 13 486 617 985 Property, plant and equipment 14 89,190 89,473 131,525 Investment in associates 16 – – – Deferred income tax asset 12 2,673 2,877 2,877 –––––––––––– –––––––––––– –––––––––––– 92,349 92,967 135,387 –––––––––––– –––––––––––– –––––––––––– Current assets Inventories 17 13,854 16,355 19,158 Trade and other receivables 18 5,311 7,325 8,333 Cash and cash equivalents 19 23,226 15,273 13,781 –––––––––––– –––––––––––– –––––––––––– 42,391 38,953 41,272 –––––––––––– –––––––––––– –––––––––––– Total assets 134,740 131,920 176,659 –––––––––––– –––––––––––– –––––––––––– Equity and liabilities Equity attributable to owners of the parent Issued share capital 24 – 600 600 Share premium 25 66,300 65,700 67,574 Merger reserve 25 (65,537) (65,537) (65,537) Exchange variance reserve 25 (79) (32) (191) Share based payment reserve 25 – – 332 Retained earnings 25 (12,052) 2,598 14,877 –––––––––––– –––––––––––– –––––––––––– Total equity (11,368) 3,329 17,655 –––––––––––– –––––––––––– –––––––––––– Non-current liabilities Trade and other payables 21 586 1,029 1,892 Borrowings 20 2,777 41,841 39,595 Deferred income tax liabilities 12 3,692 3,998 4,086 –––––––––––– –––––––––––– –––––––––––– 7,055 46,868 45,573 –––––––––––– –––––––––––– –––––––––––– Current liabilities Trade and other payables 21 54,216 75,161 89,099 Borrowings 20 83,615 4,481 21,213 Current income tax liabilities 651 1,551 1,411 Provisions for other liabilities and charges 22 571 530 1,708 –––––––––––– –––––––––––– –––––––––––– 139,053 81,723 113,431 –––––––––––– –––––––––––– –––––––––––– Total liabilities 146,108 128,591 159,004 –––––––––––– –––––––––––– –––––––––––– Total equity and liabilities 134,740 131,920 176,659 –––––––––––– –––––––––––– ––––––––––––

57 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Profit for the year 6,853 14,650 12,279 Other comprehensive (expense)/income Items that may be reclassified to profit or loss Currency translation differences on foreign operations (79) 47 (159) –––––––––––– –––––––––––– –––––––––––– Other comprehensive (expense)/income for the year, net of tax (79) 47 (159) –––––––––––– –––––––––––– –––––––––––– Total comprehensive income for the year 6,774 14,697 12,120 –––––––––––– –––––––––––– ––––––––––––

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Foreign Share currency based Issued Share Merger translation payment Retained capital premium reserve reserve reserve earnings Total €’000 €’000 €’000 €’000 €’000 €’000 €’000

As at 1 January 2012 – 66,300 (65,537) – – (17,900) (17,137) Profit for the year –––––6,853 6,853 Other comprehensive income – – – (79) – – (79) Redemption of ordinary share capital (note 24)–––––(1,005) (1,005) ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– At 31 December 2012 – 66,300 (65,537) (79) – (12,052) (11,368) Profit for the year –––––14,650 14,650 Other comprehensive income – – – 47 – – 47 Issue of ordinary share capital (note 24) 600 (600) ––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– At 31 December 2013 600 65,700 (65,537) (32) – 2,598 3,329 Profit for the year –––––12,279 12,279 Other comprehensive income – – – (159) – – (159) Issue of redeemable ordinary share capital (note 24) – 1,874 ––––1,874 Share options granted (note 28) ––––332–332 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– At 31 December 2014 600 67,574 (65,537) (191) 332 14,877 17,655 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

58 CONSOLIDATED STATEMENT OF CASH FLOWS Year ended 31 December Notes 2012 2013 2014 €’000 €’000 €’000 Cash flows from operating activities Profit before taxation 7,278 16,213 14,947 Adjustments for: Depreciation and amortisation 3,763 4,169 5,720 Share of losses of associates 16 441 – – Finance income 11 (428) (357) (417) Finance costs 11 5,028 (75) 2,885 Impairment of non current assets 15 1,266 – 293 Share based payment expense 28 – – 332 Exchange (gains)/ losses on operating activities 9 (140) 601 (205) Profit on the sale of property, plant and equipment 9 (507) (1,621) (2,872) –––––––––––– –––––––––––– –––––––––––– 16,701 18,930 20,683 –––––––––––– –––––––––––– –––––––––––– Decrease/(increase) in trade and other receivables 713 (1,806) (2,965) Increase in inventories (1,207) (2,445) (2,423) Increase in trade payables 3,170 21,028 12,512 Increase/(decrease) in provisions 320 (826) 1,207 –––––––––––– –––––––––––– –––––––––––– Cash generated from operations 19,697 34,881 29,014 Income taxes paid (27) (549) (2,847) –––––––––––– –––––––––––– –––––––––––– Net cash from operating activities 19,670 34,332 26,167 –––––––––––– –––––––––––– –––––––––––– Cash flows from investing activities Purchase of property, plant and equipment (4,434) (10,701) (40,912) Purchase of intangibles (9) (134) (488) Proceeds from sale of equipment 3 11,073 3,538 Interest received 90 730 401 –––––––––––– –––––––––––– –––––––––––– Net cash used in investing activities (4,350) 968 (37,461) –––––––––––– –––––––––––– –––––––––––– Cash flows from financing activities Proceeds from long-term borrowings – 47,214 15,000 Proceeds from finance leases – – 303 Repayment of borrowings (4,681) (84,191) (3,571) Payment of finance lease liabilities (637) (845) (1,628) Interest paid (3,814) (4,655) (2,348) –––––––––––– –––––––––––– –––––––––––– Net cash used in financing activities (9,132) (42,477) 7,756 –––––––––––– –––––––––––– –––––––––––– Net increase/(decrease) in cash and cash equivalents 6,188 (7,177) (3,538) Cash and cash equivalents at beginning of year 16,816 23,226 15,273 Exchange gains/(losses) on operating activities 222 (776) 531 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents at end of year 19 23,226 15,273 12,266 –––––––––––– –––––––––––– ––––––––––––

59 Notes to the consolidated financial statements

1. General information Applegreen is an Irish owned and led retail petrol forecourt operator that, as at 31 December 2014, operated from 152 sites which are located in Ireland (96), the United Kingdom (54) and Long Island, United States (2).

The company was incorporated under the laws of Ireland on 19 November 2011 as a private company limited by shares. The company re-registered as a public limited company on 28 May 2015. Details of the principal subsidiary undertakings are set out in note 27.

2. Statement of compliance The consolidated financial statements of Applegreen plc have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations approved by the International Accounting Standards Board (IASB) as adopted by the European Union (EU). IFRS as adopted by the EU differ in certain respects from IFRS as issued by the IASB. Both the company and the group financial statements have been prepared in accordance with IFRS as adopted by the EU and references to IFRS hereafter should be construed as references to IFRS as adopted by the EU.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

3. Basis of accounting The consolidated financial statements have been prepared on a historical cost basis. The consolidated financial statements are presented in Euro (€) and all values are rounded to the nearest thousand (€’000), except where otherwise stated.

3.1 Basis of consolidation The consolidated financial statements comprise the financial statements of the group and its subsidiaries as at each period end.

Subsidiaries are consolidated from the date of acquisition, being the date on which the group obtains control, and continue to be consolidated until the date when such control ceases. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through its control over the entity. Subsidiaries are accounted for using the acquisition method as at the acquisition date i.e. when control is transferred to the group. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company using consistent accounting policies.

The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred by the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets.

Acquisition-related costs are expensed as incurred.

All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Associates are all entities over which the group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control, generally accompanying a shareholding of 20-50 per cent. of the voting rights.

60 Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost and the carrying amount increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition.

3.2 Significant accounting policies The following are significant accounting policies applied by the group in preparing its consolidated financial statements:

Associates The group’s share of post-acquisition profit or loss is recognised in the Income Statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the group’s share of losses in an associate equals or exceeds its equity interest in the associate and any other long term interests, the group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to ‘share of profit/(loss)’ of associates in the Income Statement.

Profits and losses resulting from upstream and downstream transactions between the group and its associates are recognised in the group’s financial statements only to the extent of unrelated investors’ interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group. Investment in associates is shown separately on the group Statement of Financial Position.

Turnover Turnover from the sale of goods in the course of ordinary activities is measured at the fair value of consideration received or receivable, excluding value added tax and net of returns, trade discounts and including duty on goods to external customers.

Revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer, it is probable that economic benefits will flow to the group, the associated costs can be measured reliably, there is no continuing managerial involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sales are recognised.

Retail sales The group’s revenue is earned from fuel, shop and food sales throughout its network of service stations in Ireland, the UK and the USA. Sales of goods are recognised when the group sells a product to the customer. Retail sales are usually in cash or by credit card. Due to the nature of the products sold, the group does not experience material levels of returns.

Gross versus net presentation When deciding the most appropriate basis for presenting revenue or costs of revenue, both the legal form and substance of the agreement between the group and its business partners are reviewed to determine each party’s respective role in the transaction. Where the group’s role in a transaction is that of principal, revenue is recognised on a gross basis. This requires revenue to comprise the gross value of the transaction billed to the customer, after trade discounts, with any related expenditure charged as an operating cost. Where the group’s role in a transaction is that of an agent, revenue is recognised on a net basis with revenue representing the margin earned.

Customer loyalty programmes The group operates a customer loyalty programme whereby points are awarded on the sale of goods. Revenue is recorded at the amount of the consideration received or receivable less the fair value of the

61 points awarded. The fair value of the points awarded is deducted from the consideration received on the initial purchase and carried forward as a liability until the points are redeemed.

Interest income Interest income is recognised using the effective interest rate method when it is probable that income will flow to the group. When a loan or receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognised using the original effective interest rate.

Segmental information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors that makes strategic decisions.

Going concern The group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group expects to operate within the level of its current banking facilities. The directors are confident that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Foreign currencies Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Euro (€), which is the group’s presentation currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year- end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within finance costs. All other foreign exchange gains and losses are presented in the Income Statement within administrative expenses.

The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (a) assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that Statement of Financial Position; (b) income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (c) all resulting exchange differences are recognised in other comprehensive income.

Property, plant & equipment Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost plus any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in a manner intended by management.

62 Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably.

Property, plant and equipment is depreciated on a straight-line basis over its expected useful life. The typical useful lives of the group’s property, plant and equipment are:

Freehold property Over 50 years Leasehold improvements Over the term of the lease Plant and equipment 20 years Fixtures & fittings 10 years Motor vehicles 5 years Computer hardware and software 5 years

Freehold land is not depreciated.

The expected useful lives of property, plant and equipment are reviewed and adjusted, if appropriate, at each financial year end.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from its use. Any gain or loss arising on de-recognition of the asset is recorded in the Income Statement in the period the asset is derecognised.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Assets under construction Capitalisation of costs in respect of constructing an asset commences when it is probable that future economic benefits associated with the asset will flow to the group and the costs are directly attributable to the related asset and required to bring the asset into working condition. The cost of self-constructed assets includes: ● the cost of materials and labour; ● any other costs directly attributable to bringing the assets to a working condition for their intended use; ● an estimate of the costs associated with the removal of the asset or restoration of the site when the group has an obligation to remediate.

Assets under construction are not depreciated.

Intangible assets Intangible assets include (i) franchise licences for the operation of franchised operations throughout the group’s retail network and (ii) wine and off licence fees in respect of those retail stores that sell alcohol.

Intangible assets acquired are initially capitalised at cost and amortised using the straight-line basis over their useful lives as follows:

Franchises 5-25 years Licences 10 years

Impairment of non-financial assets The carrying amounts of the group’s property, plant and equipment, and intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment. If events or changes in circumstances indicate that the carrying value of property, plant and equipment, or intangible assets may not be recoverable, the group carries out an impairment test.

When testing for impairment assets are grouped together into the smallest group of assets that is largely independent of the group’s other cash generating streams. The recoverable amount in respect

63 of the cash generating units (CGUs) is the higher of its fair value less cost of disposal and the value in use.

Value in use is determined by discounting to present value the estimated future cash flows expected to be derived from the CGU. The discount rate used is the company’s weighted average cost of capital reflecting current market assessments of the time value of money and the risks specific to the CGU.

To the extent that the carrying amount exceeds the recoverable amount, the asset is impaired and is written down. Any impairment loss arising is recognised in the Consolidated Income Statement.

Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

Financial assets Classification The group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the Statement of Financial Position. Loans and receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method less any impairment losses.

Investments in subsidiaries Interests in subsidiary undertakings are measured at cost less provisions for impairment in value on the company Statement of Financial Position. The company carries out an impairment test if events or changes in circumstances indicate that the carrying value of the investment in a subsidiary may not be recoverable. The recoverable amount is determined by comparing the carrying value of the investment in the subsidiary against the higher of its fair value less costs to dispose and its value in use. The value in use is determined by discounting estimated future cash flows expected to be derived from the financial asset, to net present value.

Impairment of financial assets The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that a debtor or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments, indicating that they will enter bankruptcy or other financial reorganisation.

For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the Consolidated Income Statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement

64 in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the Consolidated Income Statement.

Inventory Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first- in, first-out (FIFO) method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Costs of inventories include the transfer from equity of any gains/losses on qualifying cash flow hedges for purchases of raw materials.

Cash and cash equivalents In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the Consolidated Statement of Financial Position, bank overdrafts are shown within borrowings in current liabilities.

Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non current liabilities. Trade payables are initially recorded at fair value and subsequently amortised cost using the effective interest rate method.

Provisions A provision is defined as a liability of uncertain timing or amount. Provisions are recognised when the group has a present legal or constructive obligation as a result of a past event, a reliable estimate of that obligation can be made and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the effect of the time value of money is material, provisions are discounted to present value, using a discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The amortisation of any discount is recognised as a finance cost in the Income Statement. The amount of a provision is reviewed each year and amended as appropriate.

Defined contribution plan The group operates a defined contribution plan. A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity. The group has no further payment obligations once the contributions have been paid. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the Income Statement in the periods during which the related services are received. Prepaid expenses are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Income Statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in finance costs in the period in which they are incurred.

65 Share based payments The group launched an equity-settled, share-based compensation plan in December 2014, under which the entity receives services from employees as consideration for equity instruments (options) of the group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted: – including any market performance conditions; – excluding the impact of any service and non-market performance vesting conditions; and – including the impact of any non-vesting conditions.

Leases Assets held by the group under leases which transfer to the group substantially all of the risks and rewards of ownership are classified as finance leases. On initial recognition, assets held under finance leases are included in property, plant and equipment, at the lower of fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is depreciated over the shorter of the lease term or its useful life and otherwise accounted for in accordance with the accounting policy applicable to that asset.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in current or non current liabilities as appropriate. The interest element of the finance cost is charged to the Income Statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the Income Statement on a straight-line basis over the period of the lease.

Sale and leaseback A sale and leaseback transaction is one where the group sells an asset and immediately reacquires the use of the asset by entering into a lease with the buyer. The accounting treatment of the sale and leaseback depends upon the substance of the transaction (by applying the lease classification principles described above) and whether or not the sale was made at the asset’s fair value. For sale and finance leasebacks, any profit from the sale is deferred and amortised over the lease term. For sale and operating leasebacks, when the assets are sold at fair value, the profit or loss from the sale is recognised immediately in the Income Statement.

Taxation The tax expense for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Statement of Financial Position date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

No deferred tax is recognised if the temporary difference arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

66 Deferred income tax is recognised in respect of taxable temporary differences associated with investments in associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all, or part of, the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the Statement of Financial Position date.

Provision for a corporation tax surcharge assessable on undistributed investment income (in accordance with Section 440, Taxes Consolidation Act 1997) is provided after the time limit of eighteen months has elapsed within which a dividend can be paid to avoid such surcharge.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Share capital Ordinary shares and redeemable ordinary shares that rank pari passu with ordinary shares, carry no preferential dividend right. Redeemable ordinary shares are redeemable only at the option of the issuer and are classified as equity.

4. Significant accounting judgements and estimates Key assumptions concerning the future, and other key sources of estimation uncertainty, at the Statement of Financial Position date, have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The main assumptions and sources of judgement and estimation uncertainty are outlined below:

Impairment of non financial assets The carrying amounts of the group’s property, plant and equipment, and intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment in accordance with the accounting policy set out in section 3.2 of these financial statements. The recoverable amounts of cash- generating units have been determined based on value-in-use calculations which require the use of estimates. Note 15 details the assumptions used together with an analysis of the sensitivity to changes in key assumptions.

Assets under construction The group incurs significant levels of development expenditure on an ongoing basis in respect of the construction of new retail sites and the refurbishment of existing retail sites. Capitalisation of costs directly attributable to the asset commences when the group has probable future economic benefits associated with the utilisation of the asset. The determination of the point at which probable future economic benefits associated with the development spend will flow to the group requires management judgement and is subject to matters such as planning approval, revisions to planning approval and in the case of publically funded developments, preferred bidder status. Costs incurred in the period before the group determines it has access to the probable future economic benefits that will flow from the asset are expensed in the Income Statement.

Taxes The calculation of the group’s total tax charge necessarily involves a degree of estimation and judgement in respect of certain items, where the tax treatment cannot be finally determined until resolution has been

67 reached with the relevant tax authority. The final resolution of some of these items may give rise to material Income Statement and/or cash flow variances.

Assumptions are also made around the assets which qualify for capital allowances and the level of disallowable expenses and this affects the income tax calculation. Provisions may be made for uncertain exposures or recoveries, which can have an impact on both deferred and current tax. Assumptions are also made around the tax net book value of assets to which capital allowances apply, the level of capital allowances, the extent of rollover gains, indexation thereon and the tax base into which they have been rolled.

Business combinations For sites acquired by the group it is necessary to determine whether the substance of the transaction reflects the acquisition of a leasehold/freehold interest in a property or whether it may constitute the acquisition of a business. In the latter case, the transaction may give rise to goodwill in the group financial statements as well as other identifiable assets and liabilities acquired as part of the acquisition.

Management consider the contract terms and the nature of each site acquired to appropriately conclude whether the sites acquired represent a business combinations or a leasehold/freehold interest in land and buildings. Management reviewed the nature of leasehold acquisitions made in 2014 and concluded they were not business combinations.

Agency versus principal relationships The group evaluates its revenue streams to ensure the most appropriate basis for presenting revenue or costs of revenue is selected. The determination of whether the group is acting as agent or principal requires management judgement and is subject to matters such as the substance of the trading relationship with the counterparty, the legal form and the nature of the risks transferred to the counterparty. The group has considered these requirements and has concluded that it is agent on the sale of lottery related products, phone cards and other similar business streams.

Lease classification The group enter into a significant number of property leases as part of its expansion strategy and the determination of the appropriate lease classification between finance and operating is considered a key judgment. The determination of whether lease interests represent finance or operating leases requires management judgement and is subject to matters such as contract terms, duration of the lease, nature of the interest/assets leased, the conditions upon which the lease can be exited and the nature of the risks and rewards passed to the group on lease inception.

5. Standards issued but not yet effective The standards and interpretations that are issued but not yet effective up to the date of issuance of the group’s financial statements are disclosed below. The group intends to adopt these standards, if applicable, when they become effective.

IFRS 9 Financial Instruments IFRS 9 Financial Instruments reflects the final phase of the IASB’s work on the replacement of IAS 39 Financial Instruments: Recognition and Measurement and applies to the classification and measurement of financial assets and liabilities as defined in IAS 39, impairment, and the application of hedge accounting. IFRS 9 is effective from 1 January 2018 and is awaiting EU endorsement. The group is currently assessing the impact of IFRS 9.

IFRS 15 Revenue from contracts with customers IFRS 15 Revenue from Contracts with Customers will replace IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. The new standard is applicable from 1 January 2017 and is subject to EU endorsement. IFRS 15 provides a new five step model to be applied to revenue arising from contracts with customers. The principles in IFRS 15 provide a more structured approach to measuring and recognising revenue and may impact the timing and amount of revenue recognised from contracts with customers. The group is currently assessing the impact of IFRS 15. 68 There are no other IFRS or IFRIC interpretations that are effective subsequent to the 2014 financial year- end that would have a material impact on the results or financial position of the group.

6. Segmental analysis The group operates a forecourt retail business headquartered in Dublin, Ireland. Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker (CODM). The CODM has been identified as the board of executive directors. The group is organised into two main operating segments; Retail Ireland and Retail UK.

Retail Ireland – Involves the sale of fuel, food and other groceries within the Republic of Ireland.

Retail UK – Involves the sale of fuel, food and other groceries within the United Kingdom.

The CODM monitors the operating results of segments separately in order to allocate resources between segments and to assess performance.

Information regarding the results of each reportable segment is included within this note. Segment performance measures are revenue and gross profit as included in the internal management reports that are reviewed by the executive directors. These measures are used to monitor performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Assets and liabilities are reviewed by the CODM for the group in its entirety and as such segment information is not provided for these items.

Ireland UK Other Total €’000 €’000 €’000 €’000 2014 Fuel 428,893 345,948 4,138 778,979 Food 41,659 4,768 – 46,427 Other 82,407 28,926 583 111,916 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Revenue 552,959 379,642 4,721 937,322 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Fuel 25,137 13,168 330 38,635 Food 23,673 1,765 – 25,438 Other 24,266 8,051 192 32,509 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Gross profit 73,076 22,984 522 96,582 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 2013 Fuel 414,072 248,938 – 663,010 Food 30,502 2,405 – 32,907 Other 78,334 20,372 – 98,706 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Revenue 522,908 271,715 – 794,623 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Fuel 21,503 8,045 – 29,548 Food 16,944 843 – 17,787 Other 23,198 5,579 – 28,777 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Gross profit 61,645 14,467 – 76,112 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

69 Ireland UK Other Total €’000 €’000 €’000 €’000 2012 Fuel 419,297 171,286 – 590,583 Food 28,625 1,241 – 29,866 Other 75,262 13,007 – 88,269 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Revenue 523,184 185,534 – 708,718 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Fuel 22,297 6,080 – 28,377 Food 15,933 476 – 16,409 Other 21,027 3,396 – 24,423 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Gross profit 59,257 9,952 – 69,209 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

7. Earnings per share Year ended 31 December 2012 2013 2014 ‘000 ‘000 ‘000 Basic earnings per share Profit from continuing operations attributable to the owners of the company 6,853 14,650 12,279 Weighted average number of ordinary shares in issue for basic earnings per share 60,000 60,000 60,000 –––––––––––– –––––––––––– –––––––––––– Earnings per share – Basic 11.42c 24.42c 20.47c –––––––––––– –––––––––––– ––––––––––––

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.

Year ended 31 December 2012 2013 2014 ‘000 ‘000 ‘000 Diluted earnings per share Profit from continuing operations attributable to the owners of the company 6,853 14,650 12,279 Weighted average number of ordinary shares in issue 60,000 60,000 60,000 Adjusted for: Share options – – 141 –––––––––––– –––––––––––– –––––––––––– Weighted average number of ordinary shares for diluted earnings per share 60,000 60,000 60,141 –––––––––––– –––––––––––– –––––––––––– Earnings per share – Diluted 11.42c 24.42c 20.42c –––––––––––– –––––––––––– ––––––––––––

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares arising from share options. For the share options, a calculation is performed to determine the number of shares that could have been acquired at fair value (determined using the implied market value of the company’s shares) based on the monetary value of the outstanding share options at the exercise price. Where the number of shares calculated above is less than the number of outstanding options this difference represents dilutive share options and is added to the weighted average number of ordinary shares used for calculating basic earnings per share in order to calculate the weighted average number of ordinary shares for the purpose of the diluted earnings per share.

70 8. Other operating income Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Rental income – operating lease 243 253 256 Commission from operation of automated teller machines 172 244 301 Other operating income 105 173 417 –––––––––––– –––––––––––– –––––––––––– 520 670 974 –––––––––––– –––––––––––– ––––––––––––

9. Expenses Profit before tax is stated after charging/(crediting): Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Cost of inventory recognised as expense 631,569 709,890 831,181 Other external charges 7,940 8,621 9,559 Employee benefits (note 10) 14,151 17,626 24,722 Operating lease payments 5,221 7,060 10,347 Amortisation of intangible assets 76 89 116 Depreciation of property, plant and equipment 3,687 4,080 5,604 Auditors remuneration 147 538 445 Net foreign exchange (gain)/loss (140) 601 (205) Net impairment charge (note 15) 1,266 – 293 Profit on disposal of assets (507) (1,621) (2,872) Non recurring charges * – – 2,093 Other operating charges 33,509 32,628 39,598 –––––––––––– –––––––––––– –––––––––––– 696,919 779,512 920,881 –––––––––––– –––––––––––– ––––––––––––

*Non-recurring charges comprise a one off payment made to directors of the group for past service and provision in respect of uncertain tax positions with Revenue authorities (note 22).

Year ended 31 December 2012 2013 2014 €’000 €’000 €’000 Operating lease rentals Land and buildings 5,221 7,025 10,319 Motor vehicles – 35 28 –––––––––––– –––––––––––– –––––––––––– Total operating lease payments 5,221 7,060 10,347 –––––––––––– –––––––––––– ––––––––––––

71 Fees paid to the auditor during the period consisted of: Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Audit of the group financial statements 30 70 65 Audit of subsidiaries 68 162 120 Other audit related services – 54 50 –––––––––––– –––––––––––– –––––––––––– Total audit and audit related fees 98 286 235 Tax compliance and advisory services 45 216 100 Other non audit services 4 36 110 –––––––––––– –––––––––––– –––––––––––– 147 538 445 –––––––––––– –––––––––––– ––––––––––––

The group changed auditors during the 2013 financial year from Phelan Prescott to PricewaterhouseCoopers (PwC). The 2014 fee was paid to PwC only. The 2013 audit fees were paid to PwC and Phelan Prescott. The 2012 fees were paid to Phelan Prescott.

10. Employee benefits Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Wages and salaries 13,019 15,521 22,255 Social security costs 1,063 1,262 1,932 Staff pensions – defined contribution scheme 69 843 203 Share based payments (note 28) – – 332 –––––––––––– –––––––––––– –––––––––––– Total employee benefit expense 14,151 17,626 24,722 –––––––––––– –––––––––––– ––––––––––––

The group operates defined contribution pension schemes in Ireland and the UK.

Total charge analysed between: Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Selling and distribution expenses 8,909 12,007 16,843 Administrative expenses 5,242 5,619 7,879 –––––––––––– –––––––––––– –––––––––––– 14,151 17,626 24,722 –––––––––––– –––––––––––– ––––––––––––

The average number of persons (excluding directors) employed directly by the group was:

2012 2013 2014 Number Number Number

Retail 549 721 1,031 Administration 81 76 99 –––––––––––– –––––––––––– –––––––––––– 630 797 1,130 –––––––––––– –––––––––––– ––––––––––––

72 Director’s remuneration is disclosed below: Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Wages and salaries 609 586 1,436 Social security costs 74 71 130 Pensions – defined contribution scheme 7 700 144 Share based payments – – 120 Other 505735 –––––––––––– –––––––––––– –––––––––––– 740 1,414 1,865 –––––––––––– –––––––––––– ––––––––––––

Analysed between: 2012 2013 2014 €’000 €’000 €’000

Services as directors – – 35 Other services 740 1,414 1,830 –––––––––––– –––––––––––– –––––––––––– 740 1,414 1,865 –––––––––––– –––––––––––– ––––––––––––

11. Finance costs/(income) Year ended 31 December 2012 2013 2014 €’000 €’000 €’000 Finance Costs Bank loans and overdrafts 4,867 3,181 2,223 Other loans 38 – – Variance on translation of foreign borrowings – 85 706 Lease finance charges and hire purchase interest 123 364 343 Borrowing costs capitalised – (97) (387) Net debt settlement gain – (3,608) – –––––––––––– –––––––––––– –––––––––––– Finance costs 5,028 (75) 2,885 –––––––––––– –––––––––––– –––––––––––– Finance income Interest income on short-term bank deposits (101) (28) – Interest income on loans to associate (325) (319) (321) Interest income on loans to directors (2) (10) (96) –––––––––––– –––––––––––– –––––––––––– Finance income (428) (357) (417) –––––––––––– –––––––––––– –––––––––––– Net finance cost/(income) 4,600 (432) 2,468 –––––––––––– –––––––––––– ––––––––––––

Net debt settlement gain The net debt settlement gain of €3.6 million arises on the net gain arising on the settlement of the group’s debt obligations during 2013 (net of associated costs).

73 12. Taxation Year ended 31 December 2012 2013 2014 €’000 €’000 €’000 Current tax Current tax expense – Ireland 443 773 1,630 Current tax expense – Overseas 195 551 474 Adjustments in respect of prior periods – 129 514 –––––––––––– –––––––––––– –––––––––––– Total current tax 638 1,453 2,618 –––––––––––– –––––––––––– –––––––––––– Deferred tax Origination and reversal of temporary differences (224) 140 50 Changes in overseas tax rates 11 (30) – –––––––––––– –––––––––––– –––––––––––– Total deferred tax (213) 110 50 –––––––––––– –––––––––––– –––––––––––– Total tax 425 1,563 2,668 –––––––––––– –––––––––––– ––––––––––––

The total tax expense can be reconciled to accounting profit as follows:

Year ended 31 December 2012 2013 2014 €’000 €’000 €’000

Profit before tax from continuing operations 7,278 16,213 14,947 –––––––––––– –––––––––––– –––––––––––– Income tax at 12.5% 910 2,027 1,868 Tax effects of eliminated intra-group transactions and non-tax deductible expenses (671) (704) (1,339) Income taxable at higher rates 28 347 741 Chargeable gains – – 884 Trading losses carried forward 145 (214) – Impact of changes in the UK tax rate 11 (30) – Surcharge 2 8 – Adjustments in respect of prior periods – 129 514 –––––––––––– –––––––––––– –––––––––––– Total current tax expense 425 1,563 2,668 –––––––––––– –––––––––––– ––––––––––––

Factors affecting the tax charge in future years In the UK, the Finance Act 2013 reduced the main rate of corporation tax from 23 per cent. to 21 per cent. from 1 April 2014 and to 20 per cent. from 1 April 2015. Deferred tax in respect of temporary differences arising in the UK has been calculated at 31 December 2014 and 31 December 2013 using a rate of 20 per cent. and at 31 December 2012 using a rate of 23 per cent. The impact on the tax expense for 2013 arising from this reduction was negligible.

74 Deferred income tax: The following is an analysis of the movement in the major categories of deferred tax liabilities/(assets) recognised by the group for the year ended 31 December 2012:

Short term Property, Share temporary plant and Tax losses based and other equipment and credits payments differences Total €’000 €’000 €’000 €’000 €’000

At 1 January 2012 1,113 – – 101 1,214 Consolidated Income Statement movement (331) – – 107 (224) Impact of changes in the UK tax rate 11 – – – 11 Exchange differences and other 18 – – – 18 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2012 811 – – 208 1,019 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Analysed as follows: Deferred tax asset (2,673) – – – (2,673) Deferred tax liability 3,484 – – 208 3,692 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 811 – – 208 1,019 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The following is an analysis of the movement in the major categories of deferred tax liabilities/(assets) recognised by the group for the year ended 31 December 2013:

Short term Property, Share temporary plant and Tax losses based and other equipment and credits payments differences Total €’000 €’000 €’000 €’000 €’000

At 1 January 2013 811 – – 208 1,019 Consolidated Income Statement movement 509 (244) – (125) 140 Impact of changes in the UK tax rate (30) – – – (30) Exchange differences and other (7) – – (1) (8) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 1,283 (244) – 82 1,121 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Analysed as follows: Deferred tax asset (2,633) (244) – – (2,877) Deferred tax liability 3,916 – – 82 3,998 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 1,283 (244) – 82 1,121 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

75 The following is an analysis of the movement in the major categories of deferred tax liabilities/(assets) recognised by the group for the year ended 31 December 2014:

Short term Property, Share temporary plant and Tax losses based and other equipment and credits payments differences Total €’000 €’000 €’000 €’000 €’000

At 1 January 2014 1,283 (244) – 82 1,121 Consolidated Income Statement movement 158 – (23) (85) 50 Exchange differences and other 40 – – (2) 38 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 1,481 (244) (23) (5) 1,209 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Analysed as follows: Deferred tax asset (2,610) (244) (23) – (2,877) Deferred tax liability 4,091 – – (5) 4,086 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 1,481 (244) (23) (5) 1,209 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Deferred income tax assets are recognised for tax losses carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable.

Within the group there are further available deferred tax assets of €2,270,000 (2013: €2,508,000, 2012: €2,608,000) on impairments of land. The group has only recognised deferred tax assets in relation to impairments up to the value that it offsets the value of recognised deferred tax liabilities on the revaluation of land.

76 13. Intangible Assets Franchises Licences Total €’000 €’000 €’000 Cost At 1 January 2012 231 520 751 Additions – 9 9 –––––––––––– –––––––––––– –––––––––––– At 31 December 2012 231 529 760 Additions 76 144 220 –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 307 673 980 Additions 285 196 481 Translation Adjustment 1 2 3 –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 593 871 1,464 –––––––––––– –––––––––––– –––––––––––– Amortisation At 1 January 2012 32 166 198 Amortisation charge 24 52 76 –––––––––––– –––––––––––– –––––––––––– At 31 December 2012 56 218 274 Amortisation charge 24 65 89 –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 80 283 363 Amortisation charge 37 79 116 –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 117 362 479 –––––––––––– –––––––––––– –––––––––––– Net Book Value At 31 December 2012 175 311 486 –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 227 390 617 –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 476 509 985 –––––––––––– –––––––––––– ––––––––––––

Intangible asset amortisation is recorded in administrative expenses in the Income Statement.

77 14. Property, plant and equipment Fixtures fittings Computer and hardware Assets Land and Plant and motor and under Buildings equipment vehicles software construction Total €’000 €’000 €’000 €’000 €’000 €’000 Cost At 1 January 2012 97,252 3,379 23,422 2,880 403 127,336 Translation adjustment 394 2 73 8 1 478 Additions 6,040 757 1,452 778 826 9,853 Disposals (2,307) (22) (1,478) (1,009) (392) (5,208) Reclassifications 98 4 33 163 (298) – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2012 101,477 4,120 23,502 2,820 540 132,459 Translation adjustment (426) (4) (46) (9) (3) (488) Additions 1,719 925 4,708 952 6,120 14,424 Disposals (9,517) (40) (1,694) (681) (206) (12,138) Reclassifications 714 34 57 (19) (786) – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2013 93,967 5,035 26,527 3,063 5,665 134,257 Translation adjustment 1,275 27 208 49 268 1,827 Additions 20,572 2,392 13,547 1,675 9,476 47,662 Disposals (838) (106) (1,975) (485) (166) (3,570) Reclassifications 2,086 4 (262) – (1,828) – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2014 117,062 7,352 38,045 4,302 13,415 180,176 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Depreciation/impairment At 1 January 2012 27,027 943 10,563 1,548 – 40,081 Translation adjustment 85 1 28 5 – 119 Charge for the year 741 189 2,133 624 – 3,687 Disposals (266) (2) (644) (972) – (1,884) Impairment 1,184 1 59 22 – 1,266 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2012 28,771 1,132 12,139 1,227 – 43,269 Translation adjustment (105) (1) (23) (5) – (134) Charge for the year 819 224 2,393 644 – 4,080 Disposals (656) (19) (1,076) (680) – (2,431) Reclassifications (20) 20 1 (1) – – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2013 28,809 1,356 13,434 1,185 – 44,784 Translation adjustment 356 3 76 13 – 448 Charge for the year 1,145 322 3,352 785 – 5,604 Disposals (26) (106) (1,861) (485) – (2,478) Reclassifications 9 – (9) – – – Impairment 543 12 86 28 – 669 Impairment reversal (376) ––––(376) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2014 30,460 1,587 15,078 1,526 – 48,651 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Net Book Value 31 December 2012 72,706 2,988 11,363 1,593 540 89,190 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 31 December 2013 65,158 3,679 13,093 1,878 5,665 89,473 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 31 December 2014 86,602 5,765 22,967 2,776 13,415 131,525 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Assets under construction as at 31 December 2014 mainly comprise two Motorway Service Areas in Northern Ireland. Assets under construction as at 31 December 2013 and 2012 mainly comprise two Motorway Service Areas in Ireland.

78 Capital expenditure commitments The group has commitments of €4.1 million for capital expenditure on property, plant and equipment at the financial year end contracted for but for which no provision has been made.

Capitalised interest Interest capitalised on qualifying assets during the year amounted to €387,000 using an average rate of 3.99 per cent. (2013: €97,000, using an average rate of 3.44 per cent.). No interest was capitalised in 2012.

Assets pledged as security Freehold land with a carrying amount of €1,580,000 (2013: €2,399,000) has been pledged to secure borrowings for the group. Assets with a carrying value of €619,000 have been pledged as security to the group’s leasing providers. The group is not permitted to pledge these assets as security for other borrowings or sell these assets to another entity without the prior consent of the group’s lenders.

Assets held under finance leases Plant and Fixtures Computer Buildings equipment and fittings hardware Total €’000 €’000 €’000 €’000 €’000 2014 Closing cost 1,173 758 3,989 752 6,672 Depreciation charge 23 44 552 151 770 Closing net book value 1,103 628 2,832 482 5,045 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 2013 Closing cost 1,096 465 2,707 548 4,816 Depreciation charge 22 59 378 86 545 Closing net book value 1,052 387 2,157 429 4,025 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 2012 Closing cost 1,120 937 2,520 203 4,780 Depreciation charge 22 53 234 58 367 Closing net book value 1,098 650 1,487 85 3,320 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The group leases various assets under non-cancellable finance lease agreements. The lease terms are between 3 and 101 years.

15. Impairment The group operates a number of service station sites in Ireland, the UK and the USA. The group considers each individual site as a cash generating unit (CGU) for the purpose of impairment assessment in accordance with IAS 36 ‘Impairment of assets’ and impairment assessments are conducted at this level when indicators of impairment are considered to exist. The recoverable amounts of sites that are assessed for impairment have been determined based on value-in-use methodology or fair value less costs of disposal.

An impairment charge of €670,000 (2013: €nil; 2012: €1,266,000) was recognised in the Consolidated Income Statement within selling and distribution costs. The impairment charge relates to four service stations (2012: three service stations) in both Ireland and the UK. Impairment indicators were identified when these sites failed to meet profitability expectations. The recoverable amount of these service stations is €2,731,000 (2012: €2,654,000).

79 31 December 2012 31 December 2013 31 December 2014 Ireland UK Ireland UK Ireland UK €’000 €’000 €’000 €’000 €’000 €’000

Value in use – 1,826 – – 520 2,211 Carrying value – (2,602) – – (789) (2,611) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Impairment charge – (776) – – (269) (400) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Significant assumptions used in the value in use assessments are summarised below:

31 December 2012 31 December 2013 31 December 2014 Ireland UK Ireland UK Ireland UK

Discount rate 10.1% 9.1% 10.1% 9.1% 9.82% 9.57% Long term growth rate 2% 2% 2% 2% 2% 2% Market risk free rate 0.91% 0.91% 0.91% 0.91% 0.63% 0.55%

The above assumptions are subject to sensitivity analysis and the impairment review performed is predominantly dependent upon the judgements used in arriving at the future growth rates and the discount rates used in the cash flow projections.

The impact on the impairment charge of applying a 10 per cent. reduction to the long term growth rate would be to increase the impairment charge by €56,000 (2013: nil; 2012: €43,000) and a 5 per cent. increase in the discount rate would be to increase the impairment charge by €243,000 (2013: €nil; 2012: €107,000). The impact of a 10 per cent. reduction in expected cash flows would be to increase the impairment charge by €347,000 (2013: €nil, 2012: €180,000).

Fair value less costs of disposal 31 December 2012 31 December 2013 31 December 2014 Ireland UK Ireland UK Ireland UK €’000 €’000 €’000 €’000 €’000 €’000 Fair Value less cost of disposal –828–––– Carrying value – (1,318) –––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Impairment charge – (490) –––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

The recoverable amount for two of the group’s sites (one in Ireland and one in the UK) assessed for impairment in 2014 was based on fair value less costs of disposal. An independent valuation of these sites was performed by valuers to determine the fair value as at 31 December 2014. In both cases, the recoverable amount was found to be greater than the carrying value and therefore no impairment was recognised. In 2012, one site in the UK was assessed for impairment on the basis of fair value less costs of disposal. An impairment charge of €490,000 was recognised in respect of this site.

The fair value measurement of these sites is categorised within level 2 of the fair value hierarchy of IFRS 13 ‘Fair Value Measurement’ and is based on inputs, other than quoted prices, that are observable for the asset either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 2 fair values of sites have been derived using the sales comparison approach. Sales prices of comparable land and buildings in close proximity to the group’s sites are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot.

Impairment Reversals Management perform a review in respect of sites that had previously been impaired for indicators of improved performance at each reporting period. Performance is deemed to have improved if positive profitability trends are present for a period of three consecutive years. In 2014 one site in Ireland was identified as showing

80 improved performance for which a value in use assessment was performed resulting in the impairment reversal of €376,000 which has been recorded in selling and distribution costs in the Consolidated Income Statement. There were no impairment reversal indicators identified in 2012 and 2013.

16. Investments in associates Country of % equity held Principal associate Investment held by Principal activity incorporation 2014 2013 2012 SuperStop Limited SuperStop Holdings Operation of Republic of Ireland 33.33 33.33 33.33 Limited Motorway Service areas

The group owns Superstop Limited jointly as part of a consortium with Tedcastles Oil Products Limited and Pierse Contracting Limited. The consortium was awarded the public-private partnership contract to design, build, maintain and operate six motorway service areas by the National Roads Authority (NRA) and is treated as an associate in the group financial statements. The associate is a private entity which is not listed on any public exchange and, therefore, there is no published quotation price for the fair value of this investment.

The following table provides summarised information on the group’s investment in the associated undertaking: 2012 2013 2014 €’000 €’000 €’000 Investment in associate unquoted Loan notes held at cost 2,135 2,135 2,135 –––––––––––– –––––––––––– –––––––––––– Share of losses retained by associate At 1 January (1,694) (2,135) (2,135) Share of loss for the year (441) – – –––––––––––– –––––––––––– –––––––––––– At 31 December (2,135) (2,135) (2,135) –––––––––––– –––––––––––– –––––––––––– Total investment in associate ––– –––––––––––– –––––––––––– ––––––––––––

The group ceased to recognise its share of losses in Superstop Limited during 2012 as the group’s share of losses reached the carrying value of the group’s interest in the associate (including long term interests of €2.1 million).

The group’s share of unrecognised losses amounts to €1.15 million (2013: €0.14 million, 2012: €0.36 million).

17. Inventories 2012 2013 2014 €’000 €’000 €’000

Raw materials and consumables 281 427 616 Finished goods 13,573 15,928 18,542 –––––––––––– –––––––––––– –––––––––––– 13,854 16,355 19,158 –––––––––––– –––––––––––– ––––––––––––

The cost of inventories recognised as an expense and included in ‘cost of sales’ amounted to €831 million (2013: €710 million, 2012: €632 million).

81 18. Trade and other receivables 2012 2013 2014 €’000 €’000 €’000 Current Trade receivables 682 740 2,706 Provision for impairment (15) (15) (73) Deposits received from customers – – (47) –––––––––––– –––––––––––– –––––––––––– Net trade receivables 667 725 2,586 Accrued income 1,281 1,920 1,214 Prepayments 1,157 1,286 2,695 Other debtors 1,904 1,187 1,300 Withholding tax receivable – 239 325 Amounts due from licensees 83 89 5 Amounts due from related companies (note 27) 112 661 90 Amounts due from directors (note 27) 107 1,218 118 –––––––––––– –––––––––––– –––––––––––– 5,311 7,325 8,333 –––––––––––– –––––––––––– ––––––––––––

Trade and other receivables are non interest bearing and are generally on 30 day credit terms. The fair values of current trade and other receivables is equivalent to their carrying value.

The carrying amounts of the group’s trade and other receivables are denominated in the following currencies:

2012 2013 2014 €’000 €’000 €’000

Euro 4,514 6,253 6,243 UK Pound Sterling 797 1,072 1,960 US Dollar – – 130 –––––––––––– –––––––––––– –––––––––––– 5,311 7,325 8,333 –––––––––––– –––––––––––– ––––––––––––

The ageing analysis of gross trade receivables is as follows: 2012 2013 2014 €’000 €’000 €’000 Amounts falling due within one year: Less than 1 month 349 191 1,462 Greater than 1 month but less than 2 months 118 110 631 Greater than 2 months but less than 3 months 38 136 202 3 months or greater 177 303 411 –––––––––––– –––––––––––– –––––––––––– Total 682 740 2,706 –––––––––––– –––––––––––– ––––––––––––

As of 31 December 2014, trade receivables of €1.2 million (2013: €0.5 million, 2012: €0.3 million) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows: 2012 2013 2014 €’000 €’000 €’000 Duration overdue Less than 1 month 118 110 631 Greater than 1 month but less than 2 months 38 136 202 Greater than 2 months but less than 6 months 56 159 211 6 months or greater 106 129 127 –––––––––––– –––––––––––– –––––––––––– Total 318 534 1,171 –––––––––––– –––––––––––– ––––––––––––

82 As of 31 December 2014, trade receivables of €73,000 (2013: €15,000, 2012: €15,000) were impaired. These amounts have been provided in full. The individually impaired receivables mainly relate to customers that are in difficult economic situations. The ageing of these receivables is as follows:

2012 2013 2014 €’000 €’000 €’000 Duration overdue Less than 1 month – – – Greater than 1 month but less than 2 months – – – Greater than 2 months but less than 6 months – – 2 6 months or greater 15 15 71 –––––––––––– –––––––––––– –––––––––––– Total 15 15 73 –––––––––––– –––––––––––– ––––––––––––

19. Cash and cash equivalents Cash and cash equivalents are included in the Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows at fair value and, are analysed as follows:

2012 2013 2014 €’000 €’000 €’000

Cash at bank 13,730 10,729 8,878 Cash in transit 9,496 4,544 4,903 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents (excluding bank overdrafts) 23,226 15,273 13,781 –––––––––––– –––––––––––– ––––––––––––

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

2012 2013 2014 €’000 €’000 €’000

Cash and cash equivalents 23,226 15,273 13,781 Bank overdrafts (note 20) – – (1,515) –––––––––––– –––––––––––– –––––––––––– 23,226 15,273 12,266 –––––––––––– –––––––––––– ––––––––––––

Non- cash transactions The principal non-cash transactions are the issue of shares as consideration for the acquisition of property, plant and equipment from the directors, as discussed in note 27 and assets acquired by finance lease.

20. Borrowings 2012 2013 2014 €’000 €’000 €’000 Current Bank overdrafts – – 1,515 Bank loans 83,029 3,469 18,428 Finance leases 586 1,012 1,270 –––––––––––– –––––––––––– –––––––––––– 83,615 4,481 21,213 –––––––––––– –––––––––––– –––––––––––– Non-current Bank loans 905 38,575 35,997 Finance leases 1,872 3,266 3,598 –––––––––––– –––––––––––– –––––––––––– 2,777 41,841 39,595 –––––––––––– –––––––––––– –––––––––––– Total borrowings 86,392 46,322 60,808 –––––––––––– –––––––––––– ––––––––––––

83 The carrying amounts of the group’s borrowings are denominated in the following currencies:

2012 2013 2014 €’000 €’000 €’000

Euro 78,530 33,002 47,378 UK Pound Sterling 7,862 13,320 13,430 –––––––––––– –––––––––––– –––––––––––– 86,392 46,322 60,808 –––––––––––– –––––––––––– ––––––––––––

Maturity profile of bank loans and overdrafts 2012 2013 2014 €’000 €’000 €’000

The value of undrawn bank loans at 31 December 2014 was €nil (2013: €nil, 2012: €nil). The carrying amounts and fair value of the current and non-current borrowings equate to their carrying value as the borrowings incur interest charges based on variable rates reflected in the Income Statement using the effective interest rate method and there has been no change in credit or other risk characteristics of the group since the debt was drawn down by the group in December 2013.

Bank overdrafts Bank overdrafts are short term financing and are repayable on demand. At 31 December 2014, the group had access to overdraft facilities totalling €5 million and £1.7 million.

Bank loans in existence at 31 December 2013 & 31 December 2014 Bank loans Bank borrowings are stated net of unamortised issue costs of €1 million (2013: €1.25 million). These issue costs were incurred in respect of the new five year senior debt facility entered into in December 2013. Additional fees were incurred during 2014 in relation to the drawdown of a second tranche of funding.

These costs together with the interest expense are allocated to the Income Statement over the five year term of the facility using the effective interest rate method.

As part of the group refinancing that occurred during 2013, new long term loan finance was obtained from Ulster Bank Ireland Limited and Allied Irish Banks p.l.c. Finance totalling €32 million and £8.5 million was obtained with all loan facilities due to mature in 2019. As part of these loan facilities the group capitalised €1.3 million of borrowing costs. All facilities are on floating rate terms based on Euribor for loans denominated in Euro and Libor for loans denominated in Pound Sterling.

Bank Loans in existence at 31 December 2012 Bank of Scotland (Ireland) The group held loans in both Euro and Pound Sterling with Bank of Scotland (Ireland) with maturities ranging from 2012-2028. The group settled all of these loans with Bank of Scotland (Ireland) during 2013 with no balance remaining outstanding at the end of 2013.

IBRC The group held loans denominated in Euro and Sterling with Anglo Irish Bank. These loans were transferred to the Irish Bank Resolution Corporation Limited (IBRC). The group successfully repurchased these loans during 2013.

84 ACC Bank plc The group held loans denominated in Euro with ACC Bank plc. These loans were fully repaid in 2013.

Guarantees and security As security for loans advanced by Ulster Bank Ireland Limited and Allied Irish Banks p.l.c., the following charges have been granted: (i) Debenture or equivalent over all material group subsidiaries. (ii) Fixed charge on shares in all material subsidiaries.

In addition joint and several guarantees of the obligations of the borrower by Applegreen plc and seven other group companies have been granted.

During 2013 the group fully discharged its debt with IBRC, ACC Bank Plc, and Bank of Scotland (Ireland) and all related security was released.

21. Trade and other payables 2012 2013 2014 €’000 €’000 €’000 Current Trade payables and accruals 49,302 71,176 84,865 Other creditors 382 471 912 Value added tax payable 1,923 639 994 Other taxation and social security 553 483 585 Amounts due to licensees 1,490 1,507 1,719 Amounts due to related parties (note 27) 239 885 24 Amounts due to directors (note 27) 327 – – –––––––––––– –––––––––––– –––––––––––– 54,216 75,161 89,099 –––––––––––– –––––––––––– –––––––––––– Non-current Other creditors 586 1,029 1,892 –––––––––––– –––––––––––– –––––––––––– 586 1,029 1,892 –––––––––––– –––––––––––– ––––––––––––

The carrying amounts of the group’s trade and other payables are denominated in the following currencies:

2012 2013 2014 €’000 €’000 €’000 Current Euro 29,397 47,221 46,941 UK Pound Sterling 24,819 27,838 40,876 US Dollar – 102 1,282 –––––––––––– –––––––––––– –––––––––––– 54,216 75,161 89,099 –––––––––––– –––––––––––– –––––––––––– Non-current Euro 586 581 731 UK Pound Sterling – 448 1,161 US Dollar – – – –––––––––––– –––––––––––– –––––––––––– 586 1,029 1,892 –––––––––––– –––––––––––– ––––––––––––

85 22. Provisions Total €’000

At 1 January 2012 251 Used during the year (251) Additional provisions 571 –––––––––––– At 31 December 2012 571 Used during the year (571) Additional provisions 530 –––––––––––– At 31 December 2013 530 Used during the year (530) Additional provisions 1,708 –––––––––––– At 31 December 2014 1,708 –––––––––––– Provisions comprise the group’s best estimate to (i) settle the obligation relating to ongoing tax matters with the Revenue authorities and (ii) employee and management bonuses.

23. Capital and financial risk management The main risks affecting the group’s financial instruments are foreign currency risk, interest rate risk, liquidity risk and credit risk. The board reviews and agrees policies for the prudent management of each of these risks as documented below.

Interest rate risk The group’s exposure to changes in interest rates arises in respect of its floating rate borrowings. The group regularly reviews its loan agreements with a view to fixing a portion of its interest rates once there is any sign of recovery in long term rates. At the financial year end no loan balances were held on fixed interest rates as the floating rate is considered advantageous to the group. Management review the need to engage in hedging activities with respect to interest rate risk on negotiating new financing facilities.

Based on the group’s net debt position at the year end a movement of 100 basis points in base market interest rates would affect the group’s profit before tax by approximately €490,000 (2013: €632,000, 2012: €816,000).

Foreign currency risk The group currently purchases goods for resale in foreign currency on a tactical basis where the cost and risk of foreign currency purchasing is materially less than local purchasing and does not have any material foreign exchange transaction risks.

The group’s activities in the UK and USA are conducted primarily in their local currencies. Variances affecting operational activities in this regard are reflected in operating costs or in costs of sales in the Income Statement in the year in which they arise. The principal foreign exchange risk is translation arising from fluctuations in the Euro value of the groups’ investments in Sterling and US Dollars. The group manages its borrowings where practical and cost effective, to partially hedge the foreign currency assets. Hedging is done using currency borrowings in the same currency as the assets held by the operations using the borrowings.

A portion of the company’s borrowings are denominated in Pounds Sterling and carried in Euro in the Statement of Financial Position. A movement of 10 per cent. in exchange rates would change the carrying value of borrowings by €1,030,000 (2013: €1,020,000, 2012: €nil).

Credit risk Credit risk arising in the context of the group’s operations is not significant with the total bad debt provision at the Statement of Financial Position date amounting to 2.6 per cent. of gross trade receivables (2013: 2 per cent., 2012: 2 per cent.). Customer credit risk is managed centrally according to established policies, procedures and controls. Customer credit quality is assessed in line with strict credit rating criteria and credit

86 limits established where appropriate. Outstanding customer balances are regularly monitored and a review for indicators of impairment (evidence of financial difficulty of the customer, payment default, breach of contract etc.) is carried out at each reporting date. Significant balances are reviewed individually while smaller balances are grouped and assessed collectively.

Receivables balances are in general unsecured and non-interest-bearing.

Cash and cash equivalents give rise to credit risk on amounts due from counterparty financial institutions (stemming from their insolvency or a downgrade in their credit ratings). Dealings are restricted to those banks with the relevant combination of geographic presence and investment grade rating. The group continually monitors the credit ratings of its counterparties and the credit exposure to each counterparty.

The maximum exposure arising in the event of default on the part of the counterparty (including insolvency) is the carrying value of the relevant financial instrument.

At the Statement of Financial Position date there were no significant concentrations of credit risk.

Liquidity risk The group’s policy in relation to liquidity and cash flow risk is to ensure sufficient resources are available from cash balances or cash flows so that all obligations can be met when they fall due. To achieve this, the group operates a demand deposit account for excess cash, as it is continuously redeveloping and incurring capital expenditure on service stations, and managing working capital peaks and troughs for trading seasonality and timing of payments.

The tables below summarise the maturity profile of the group’s financial liabilities at 31 December 2014, 31 December 2013 and 31 December 2012, based on contractual undiscounted payments, including interest:

<1 Year 1-2 Years 2-5 Years >5 Years Total €’000 €’000 €’000 €’000 €’000

Bank loans and overdrafts 21,621 5,559 33,657 – 60,837 Finance leases 1,664 1,510 1,524 14,320 19,018 Trade payables 84,865 – – – 84,865 Other creditors 912 172 516 1,204 2,804 Amounts due to licensees 1,719 – – – 1,719 Amounts due to related companies 24 – – – 24 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 31 December 2014 110,805 7,241 35,697 15,524 169,267 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Bank loans and overdrafts 4,993 5,102 38,102 – 48,197 Finance leases 1,394 1,698 1,286 13,025 17,403 Trade payables 71,176 – – – 71,176 Other creditors 471 62 254 713 1,500 Amounts due to licensees 1,507 – – – 1,507 Amounts due to related companies 885 – – – 885 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 31 December 2013 80,426 6,862 39,642 13,738 140,668 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Bank loans and overdrafts 83,029 905 – – 83,934 Finance leases 838 904 538 13,447 15,727 Trade payables 49,302 – – – 49,302 Other creditors 382 37 110 439 968 Amounts due to licensees 1,490 – – – 1,490 Amounts due to related companies 239 – – – 239 Amounts due to directors 327 – – – 327 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 31 December 2012 135,607 1,846 648 13,886 151,987 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

87 Commodity price risk management The group is exposed to commodity cost risk in its oil distribution businesses. Market dynamics are such that these commodity cost price movements are immediately reflected in oil commodity sales prices and, within a short period the resale prices of recycled oil products. However the group’s exposure is considered minimal as a natural hedge is in place between the purchase price of the commodity from suppliers and the ultimate resale to customers. The group does not use hedging instruments to manage commodity price risk.

Capital management The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may issue new shares or buy back existing shares, increase or reduce debt or sell assets.The group includes borrowings in its measure of capital. The group’s borrowings are subject to covenants.

The policy for net debt is to ensure a structure of longer term debt funding and cash balances with deposit maturities up to three months. The capital structure of the group, which includes equity and net debt, may be summarised as follows: 2012 2013 2014 €’000 €’000 €’000

Total borrowings (note 20) 86,392 46,322 60,808 Less: cash and cash equivalents (note 19) (23,226) (15,273) (13,781) –––––––––––– –––––––––––– –––––––––––– Net debt 63,166 31,049 47,027 Total equity (11,368) 3,329 17,655 –––––––––––– –––––––––––– –––––––––––– Total Capital 51,798 34,378 64,682 –––––––––––– –––––––––––– ––––––––––––

24. Share capital Ordinary Redeemable Number € Number € Authorised Shares of €0.01 each At beginning and end of period 99,999,000 999,990 1,000 10 ––––––––––––– –––––––––––– –––––––––––– –––––––––––– Issued Shares of €0.01 each At 1 January 2012 29,000 290 800 8 Allotted –––– Redeemed – – (452) (5) –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2012 29,000 290 348 3 Allotted 59,970,652 599,707 – – Redeemed –––– ––––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 59,999,652 599,997 348 3 Allotted – – 500 5 Redeemed –––– ––––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 59,999,652 599,997 848 8 ––––––––––––– –––––––––––– –––––––––––– ––––––––––––

2014 During 2014 the company issued 500 redeemable ordinary shares with a nominal value of €0.01 per share to Mountpark Developments Limited for consideration of €1,873,784, increasing share premium by €1,873,779. Mountpark Developments limited is a related party by virtue of common directors. See note 27 for further details. Redeemable ordinary shares have the same rights as ordinary shares in issue and are redeemable only at the option of the issuer.

88 2013 During 2013 the company resolved to issue 59,970,652 ordinary shares for no consideration and with a nominal value of €0.01 per share. The share issue has been financed by a reduction in the share premium account of €599,707 (note 25).

2012 In 2012, the company redeemed 452 redeemable ordinary shares of €0.01 each for €1,005,248 and the redeemed shares were cancelled. The share redemption has been financed by a reduction in the retained earnings of €1,005,243 (note 25).

25. Reserves Foreign Share currency based Share Merger Retained translation payment premium reserve earnings reserve reserve Total €’000 €’000 €’000 €’000 €’000 €’000

At 1 January 2012 66,300 (65,537) (17,900) – – (17,137) Profit for the year – – 6,853 – – 6,853 Redemption of share capital – – (1,005) – – (1,005) Foreign exchange translation – – – (79) – (79) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2012 66,300 (65,537) (12,052) (79) – (11,368) Profit for the year – – 14,650 – – 14,650 Issue of share capital (600) ––––(600) Foreign exchange translation – – – 47 – 47 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2013 65,700 (65,537) 2,598 (32) – 2,729 Profit for the year – – 12,279 – – 12,279 Issue of share capital 1,874 ––––1,874 Share based payment ––––332332 Foreign exchange translation – – – (159) – (159) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2014 67,574 (65,537) 14,877 (191) 332 17,055 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Merger Reserve On 1 January 2011, as part of a reorganisation of the group structure the shareholders interests in Petrogas Group Limited (PGL) and Applegreen Service Areas (ASA) Limited were combined in Applegreen plc. Immediately following this arrangement, the former shareholders of PGL and ASA held the same economic interest in Applegreen plc as they held in PGL and ASA immediately prior to its implementation. The group adopted predecessor accounting to reflect this transaction in the group financial statements under Irish GAAP in 2011. The effect of the arrangement was to increase share premium by €66.3m and create a merger reserve of €(65.5 million).

This transaction resulted in the combining of businesses under common control. IFRS 3 ‘Business Combinations’ defines such an arrangement as a business combination in which all of the combining businesses are ultimately controlled by the same party or parties before and after the business combination. Common control transactions of this nature fall outside the scope of IFRS 3 and consequently the directors have adopted the same accounting policy of predecessor accounting under IFRS as was adopted under Irish GAAP and explained above. Consequently no adjustments arise in respect of this transaction on transition to IFRS at 1 January 2012.

89 26. Commitments and contingencies Operating lease commitments The group leases various buildings and sites for use across the group’s retail operations. These leases are non-cancellable operating leases with varying terms, escalation clauses, incentives and renewal rights. Future minimum rentals payable under non-cancellable operating leases, on an undiscounted basis, are as follows:

2012 2013 2014 €’000 €’000 €’000 Land and buildings Due within one year 5,294 8,291 11,455 Due after one year but not more than five years 20,972 37,556 45,776 Due after five years 61,784 112,159 135,813 –––––––––––– –––––––––––– –––––––––––– Total operating lease commitments 88,050 158,006 193,044 –––––––––––– –––––––––––– ––––––––––––

Finance lease commitments The group has finance leases and hire purchase contracts for various items of property, plant and equipment. These leases have terms of renewal but no purchase options or escalation clauses. Renewals are at the option of the specific entity holding the lease. The future minimum lease payments, and their associated present values, payable under finance leases and hire purchase contracts are as follows:

2012 2012 2013 2013 2014 2014 Minimum Present Minimum Present Minimum Present payments value payments value payments value €’000 €’000 €’000 €’000 €’000 €’000

Within one year 838 586 1,394 1,012 1,664 1,270 Between two and five years 1,442 752 2,984 2,166 3,034 2,146 More than five years 13,447 1,120 13,025 1,100 14,320 1,452 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 15,727 2,458 17,403 4,278 19,018 4,868 Amounts allocated to future finance costs (13,269) – (13,125) – (14,150) – ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Present value of minimum lease payments 2,458 2,458 4,278 4,278 4,868 4,868 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Contingent liabilities During the year, the group purchased a new service station under the terms of an overage agreement. This agreement requires that an additional payment be made to the vendor if the value of the service station increases as a result of obtaining certain planning permissions. At the date of signing the financial statements, the group had not attempted to obtain such planning permission and so no obligation to make an additional payment existed.

At year end, the group had negotiated the purchase of two properties for a value of €5.1 million. The terms of one of these purchases was finalised and ownership of the property transferred to the group in April 2015. The remaining purchase is yet to be finalised.

Pursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the company has guaranteed the liabilities of its wholly owned subsidiary undertakings in the Republic of Ireland (as listed below), for the financial year ended 31 December 2014 and, as a result, such subsidiary undertakings have been exempted from the filing provisions of Section 7, Companies (Amendment) Act, 1986.

90 Petrogas Holdings Limited Petrogas Group Limited Applegreen Service Areas Limited Petrogas Brands Limited Applegreen BK Limited Applegreen Cafe Limited Petrogas International Limited Petrogas Facilities Limited

27. Related party disclosures A – Key management personnel Compensation of key management personnel (including directors) is as follows: 2012 2013 2014 €’000 €’000 €’000

Short term employee and director benefits 733 714 1,601 Post employment benefits 7 700 144 Share based payments – – 120 –––––––––––– –––––––––––– –––––––––––– 740 1,414 1,865 –––––––––––– –––––––––––– ––––––––––––

For the purposes of the disclosure requirements of IAS 24, the term “key management personnel” (i.e. those persons having authority and responsibility for planning, directing and controlling the activities of the company) comprises the Board of Directors which manages the business and affairs of the company.

B – Transactions with directors The group is controlled by B&J Limited (incorporated in Malta), which owns 100 per cent. of the company’s shares. The group’s ultimate controlling parties are Joseph Barrett and Robert Etchingham who own 100 per cent. of the shares in B&J Limited.

Loans with directors Applegreen plc and its subsidiaries have advanced funds to/from Robert Etchingham, Joseph Barrett and Michael O’Loughlin. The loans are permitted by the Companies Act 1990.

Robert Joseph Michael Etchingham Barrett O’Loughlin Total €’000 €’000 €’000 €’000 Loans (due to)/owing from directors At 1 January 2012 (75) 132 6 63 Monies advanced by group during the year 502 206 12 720 Interest charged – – 2 2 Monies repaid by directors during the year (754) (251) – (1,005) –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2012 (327) 87 20 (220) Monies advanced by group during the year 755 674 – 1,429 Interest charged 1 7 2 10 Monies repaid by directors during the year – – (1) (1) –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 429 768 21 1,218 Monies advanced by group during the year 233 – – 233 Interest charged 40 53 3 96 Monies repaid by directors during the year – (12) – (12) Debt owed by the directors (to related parties) novated to the group 898 789 – 1,687 Property purchased from directors (1,552) (1,552) – (3,104) –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 48 46 24 118 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

91 During 2014, the group acquired two properties from Robert Etchingham and Joseph Barrett in lieu of settlement of director loans owing to Applegreen plc. These properties were previously owned by Darana Limited and Diegoville Limited (companies related by virtue of common directors) and previously leased by the group as part of its retail operations. These properties were transferred by Darana Limited and Diegoville Limited to the directors and subsequently to the group at their fair value of €3.1 million in settlement of loans owing by the directors to the group of €1.3 million.

The resulting €1.7 million owed by the group for the transfer of the properties was settled by the novation of related company payables by the directors (owing to Mountpark Developments Limited) to the group. Subsequently the company issued redeemable shares in Applegreen plc to Mountpark Developments Limited (note 25) in settlement of the related party loan payable to Mountpark Development Limited.

Company Robert Joseph Michael Etchingham Barrett O’Loughlin Total €’000 €’000 €’000 €’000 Loans with directors At 1 January 2013 –––– Monies advanced by PGL during the year 650 650 – 1,300 –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2013 650 650 – 1,300 Transfer of balances between group companies (624) (517) – (1,141) Novation of debt to related parties (15) (124) – (139) Interest charged 38 38 – 76 –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 49 47 – 96 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The maximum amount outstanding from directors, during the year was €1.3 million, (2013; €1.3 million, 2012; €nil) which represents 1.96 per cent. (2013: 1.96 per cent., 2012: 0 per cent.) of the net assets of Applegreen plc for the previous year. Interest outstanding on these loans amounted to €76,000 (2013: €nil, 2012: €nil). There are no provisions against balances receivable from directors.

Directors and secretary and their interests The directors and secretary who held office at 31 December 2014 had the following interests in the shares of the ultimate parent company: B&J Holdings Limited Applegreen plc 2014 & 2013 2012 Number of shares of Number of shares of €1 each €0.01 each –––––––––––––––––––––––––––– –––––––––––––––––––––––––––– Ordinary Redeemable Ordinary Redeemable

Robert Etchingham 71,625 3,375 21,750 261 Joseph Barrett 23,875 1,125 7,250 87 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 95,500 4,500 29,000 348 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The ultimate parent company of the group changed during 2013 (note 30). All shares held by directors in 2013 and 2014 were in B&J Holdings Limited and all were beneficially held. All shares held by the directors in 2012 were in Applegreen plc.

The directors and secretary who held office at 31 December 2014 had the following interests in share options of Petrogas Global Limited.

92 Applegreen plc Number of share options 2014

Eugene Moore 1,000,000 Michael O’Loughlin 1,000,000 Paul Lynch 1,000,000 –––––––––––– 3,000,000 ––––––––––––

C – Associates Petrogas Group Limited owns Superstop Limited jointly as part of a consortium with Tedcastles Oil Products Limited and Pierse Contracting Limited. The consortium was awarded the public-private partnership contract to design, build, maintain and operate six motorway service areas by the National Roads Authority (NRA) and is treated as an associate in the group financial statements. Petrogas Group Limited has unsecured loan notes in Superstop (Holdings) Limited of €2.1 million. For details of the group’s investment in associated undertakings see note 16. Other debtors include an amount of €600,494 (2013: €680,310, 2012: €961,978) relating to interest receivable on these loan notes.

Included in cost of sales is an amount of €2.9 million (2013: €2.8 million, 2012: €2.6 million) paid to Superstop Limited, a wholly owned subsidiary of Superstop (Holdings) Limited, in respect of the revenue share due by the operator for the Motorway Service Areas. At 31 December 2014 there was a balance of €194,814 (2013: €127,237, 2012: €63,263) due to Superstop Limited in relation to outstanding revenue share.

Included in “other debtors” is an amount of €118,268 (2013: €118,268, 2012: €512,465) advanced to Superstop Limited as per the terms of the operating and maintenance agreement.

Selling and distribution costs include a credit of €88,751 (2013: €946,267, 2012: €nil) receivable from Superstop Limited for maintenance work carried out by the group at the motorway service areas. Trade debtors include a receivable of €216,187 (2013: €nil, 2012: €nil) in relation to these works.

D – Other related parties Group The group conducted transactions and held balances with certain related parties during the year. Details of these related parties are disclosed below.

Related Party Nature of Relationship Mountpark Developments Limited Common directors Mountpark Trading Limited Subsidiary of Mountpark Developments Limited Darana Limited Subsidiary of Mountpark Developments Limited Diegoville Limited Subsidiary of Mountpark Developments Limited BJ Management Limited Common directors Acute Enterprises Limited Common directors

93 Opening Rent Expenses Remittances/ Novation Closing balance incurred paid on Sale of advances of debt Novation balance owing during behalf of inventory to to/(from) (related of debt Share owing (to)/from the year related party related party related party parties) (directors) issue (to)/from €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 Related Party Year ended 31 December 2012 Mountpark Trading Limited (245) – 6 –––––(239) Darana Limited – – 90 –––––90 BJ Management Limited 12 – 2 –––––14 Acute Enterprises Limited 12 – – 45 (49) – – – 8 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Year ended 31 December 2013 Mountpark Trading Limited (239) – 18 – (540) – – – (761) Darana Limited 90 (140) – – (74) – – – (124) Diegoville Limited – (50) 661 –––––611 BJ Management Limited 14 – 5 –––––19 Acute Enterprises Limited 8 – – 85 (62) – – – 31 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

94 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Year ended 31 December 2014 Mountpark Developments Limited –––––534(2,432) 1,874 (24) Mountpark Trading Limited (761) – 17 – – – 744 – – Darana Limited (124) (120) 247 – – (3) – – – Diegoville Limited 611 (106) 26 – – (531) – – – BJ Management Limited 19 – 4 –––––23 Acute Enterprises Limited 31 – – 421 (385) – – – 67 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Joseph Barrett personally holds the freehold interest in the Monkstown retail site that is let to the group on normal commercial terms. Rent incurred on this property amounted to €55,000 (2013: €55,000, 2012: €55,000). The amounts presented above are in respect of Joseph Barrett’s position as a landlord only and not as a director of the company. Brian Geraghty is a director of Phelan Prescott Chartered Accountants and Registered Auditors. Professional services provided by Phelan Prescott whilst Brian Geraghty was also a director of the group amounted to €8,250. E – Principal Subsidiaries The group’s principal subsidiaries are listed in the following table: Equity and voting Country of rights held Subsidiary Principal activity incorporation 2012 2013 2014 Petrogas Holdings Limited Holding company Republic of Ireland – 100% 100% Petrogas Group Limited Operation of service Republic of Ireland 100% 100% 100% stations Applegreen Service Operation of service Republic of Ireland 100% 100% 100% Areas Limited stations Petrogas Brands Limited Licencing of Intellectual Republic of Ireland 100% 100% 100% property Applegreen BK Limited Franchise Holder Republic of Ireland 100% 100% 100% Applegreen Cafe Limited Franchise Holder Republic of Ireland 100% 100% 100% Petrogas International Development and service Republic of Ireland 100% 100% 100% Limited station refurbishment Petrogas Facilities Limited Holding company Republic of Ireland 100% 100% 100% Desdale Limited In Liquidation* Republic of Ireland 100% 100% 100% Yerba 2 Limited In Liquidation* Republic of Ireland 100% 100% 100% Black Quarry Service In Liquidation* Republic of Ireland 100% 100% 100% Station Limited Reflare Limited In Liquidation* Republic of Ireland 100% 100% 100% Trukar Limited In Liquidation* Republic of Ireland 100% 100% 100% Tiknock Limited In Liquidation* Republic of Ireland 100% 100% 100% Taciturn Limited In Liquidation* Republic of Ireland 100% 100% 100% Yerba Limited In Liquidation* Republic of Ireland 100% 100% 100% Petrogas Retail Limited In Liquidation* Republic of Ireland 100% 100% 100% Petrogas Services BV Licencing of Intellectual The Netherlands 100% 100% 100% property Petrogas Group UK Limited Operation of service United Kingdom 100% 100% 100% stations Petrogas Group Operation of service United Kingdom 100% 100% 100% (Western) Limited stations Petrogas Group NI Limited Operation of service United Kingdom 100% 100% 100% stations Applegreen Service Areas Operation of service United Kingdom 100% 100% 100% NI Limited stations Petrogas (Southern) In Liquidation* United Kingdom 100% 100% 100% Limited Linkside Estates Limited In Liquidation* United Kingdom 100% 100% 100% Badger Close Limited In Liquidation* United Kingdom 100% 100% 100% Linkside Service Stations In Liquidation* United Kingdom 100% 100% 100% Limited Petrogas Facilities (UK) In Liquidation* United Kingdom 100% 100% 100% Limited Petrogas Retail (UK) In Liquidation* United Kingdom 100% 100% 100% Limited Petrogas Group US Inc. Operation of service United States of – 100% 100% stations America

* During 2013, as part of a group re-organisation, the trade and assets of these companies were transferred to other group companies. These companies are now in liquidation.

95 Shares in Petrogas Holdings Limited are held directly by Applegreen plc. Shares in the other subsidiaries are held directly or indirectly by Petrogas Holdings Limited. All principal subsidiary undertakings have the same year end as Applegreen plc. All of the above companies have been included in the group consolidation.

28. Share based payment plans

Long Term Incentive Plan (LTIP) – 2014 Share Option Scheme The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the group. The share options are granted to directors and selected employees. The options are granted with a fixed exercise price which is determined firstly based on the implied market value per share of the company at the grant date of the options and secondly based on the tenure of the employee. The share options vest and are exercisable either immediately once the company’s shares become publicly traded or three years after the date of grant. Employees are required to remain in employment with the group until the options become exercisable. The options expire seven years after the date of grant. The scheme was established during 2014, so no comparative information is presented. The group has no legal or constructive obligation to repurchase or settle the options in cash.

The company recognises a share-based payment expense based on the fair value of the awards granted, and an equivalent credit directly in equity.

The expense recognised for employee services received during the year is shown in the following table:

2014 €’000

Expense arising from equity settled transactions 332 Expense arising from cash settled transactions – –––––––––––– Total expense arising for share based payments 332 ––––––––––––

Movements in share option schemes during the year 2014 2014 Weighted Average Share Exercise options Price Number € Cost At 1 January –– Granted during the year 6,800,000 1.23 Forfeited during the year – – Exercised during the year – – Expired during the year – – –––––––––––– –––––––––––– Outstanding 31 December 6,800,000 1.23 –––––––––––– –––––––––––– Exercisable 31 December –– –––––––––––– ––––––––––––

Out of the 6,800,000 outstanding options, none were exercisable at 31 December 2014.

96 Share options outstanding at the end of the year have the following expiry dates and exercise prices:

Exercise No. of price per share Grant date Vest date Expiry date share option options 5 December 2014 IPO 5 December 2021 €1.00 2,350,000 5 December 2014 5 December 2017 5 December 2021 €1.00 2,400,000 5 December 2014 5 December 2017 5 December 2021 €1.67 1,500,000 5 December 2014 5 December 2017 5 December 2021 €2.00 550,000 –––––––––––– 6,800,000 ––––––––––––

The weighted average remaining contractual life for the share options outstanding as at 31 December 2014 is 7 years.

The weighted average fair value of the options granted during the year was €0.72.

The group has used the Black Scholes valuation model to determine the grant date fair value of share options. The following table lists the inputs used in the model for the year ended 31 December 2014:

31 December 2014 Expected volatility (%) 28.3 Risk free interest rate (%) 0.38 Expected life of share options (years) 7 Weighted average share price (€) 1.67 Valuation model for new grants Black Scholes

Expected volatility reflects historic volatility of similar companies over a period equal to the expected life of the share options.

The risk-free rate is the rate of interest obtainable from government securities over the expected life of the share options.

29. Post year end events Since the year end, the group has opened four new sites in Ireland, two in the USA and one in the UK.

In March 2015, the group entered into new banking arrangements with its senior lenders, Allied Irish Banks p.l.c. and Ulster Bank Ireland Limited. These new agreements extend the maturity of the group’s debt and make additional facilities available to the group. Had these arrangements been in place at 31 December 2014, the impact on the Consolidated Statement of Financial Position would be to decrease current borrowings by €15 million and increase non current borrowings by the same amount.

The group has entered into franchise arrangements with two new food offerings, Chopstix and Greggs, with the first sales taking place in March 2015 and April 2015 respectively.

30. Ultimate controlling party On 18 December 2013 B&J Holdings Limited, a company registered in Malta, acquired the entire share capital of Applegreen plc from Robert Etchingham and Joseph Barrett, and subsequently became the immediate controlling party of Applegreen plc.

Robert Etchingham and Joseph Barrett wholly own the shares in B&J Holdings Limited and are consequently the ultimate controlling parties of Applegreen plc. Applegreen plc, for the year ended 31 December 2014 is the smallest group to consolidate these financial statements. B&J Holdings Limited is the largest group to consolidate these financial statements. Copies of the Applegreen plc financial statements can be obtained from Block 17, Joyce Way, Parkwest, Dublin 12.

97 PART 5

TAXATION

The statements of Irish, United Kingdom and United States tax laws set out below are based on existing Irish, United Kingdom and United States tax laws, including relevant regulations, administrative rulings and practices in effect on the date of this Document and which may apply to shareholders who are the absolute owners (i.e. the legal and beneficial owners) of the Ordinary Shares and who hold Ordinary Shares as capital assets for investment purposes and not for the purposes of a trade. Legislative, administrative or judicial changes may modify the tax rates, reliefs or consequences described below, possibly with retrospective effect.

The statements do not constitute tax advice and are intended only as a general summary. Prospective purchasers should consult their own tax advisers as to the tax consequences in Ireland and the United Kingdom or other relevant jurisdictions (including the jurisdiction(s) in which they reside, hold citizenship, are domiciled or are otherwise subject to tax) of the purchase, ownership and disposition of the Ordinary Shares.

1. IRISH TAXATION The following paragraphs are intended as a general guide only and are based on the Company’s understanding of current Irish tax law and Irish Revenue practice, each of which is subject to change, possibly with retrospective effect. This shall not be taken as advice.

Tax Residency of the Company The Company is an Irish incorporated company and is managed and controlled in Ireland and accordingly it is resident in Ireland for tax purposes.

Withholding Tax on Dividends Withholding tax at the standard rate of income tax (currently 20 per cent.) applies to dividend payments and other profit distributions by an Irish resident company. Certain categories of shareholders can receive dividends free of dividend withholding tax provided they supply relevant declarations to the Company. The categories of shareholders include: ● an Irish resident company; ● an Irish pension fund or Irish charity approved by the Irish Revenue Commissioners; ● an individual who is neither resident nor ordinarily resident in Ireland and is resident in another EU Member State or in a treaty country; ● a company resident in a treaty country or another EU Member State that is not controlled by Irish residents; ● a company if its principal class of shares is substantially and regularly traded on a recognised stock exchange in a tax treaty country or EU Member State; ● a collective investment undertaking; ● certain government agencies and funds as specified by a Minister of the Irish Government; and ● certain intermediaries.

Irish taxation of Shareholders who are Irish resident and/or ordinarily resident individuals Irish resident and/or ordinarily resident individual Shareholders in the Company will be liable to Irish income tax on dividends received from the Company at their marginal rate, plus social security and the universal social charge, depending on their circumstances, on the aggregate of the net dividend received and the withholding tax deducted.

Subject to certain exceptions, the Company is required to apply dividend withholding tax at source at the standard rate of income tax (currently 20 per cent.) on dividends paid to Irish resident and/or ordinarily

98 resident individual Shareholders. The Company should provide the shareholder with a certificate setting out the gross amount of the dividend, the amount of tax withheld, and the net amount of the dividend.

Where tax has been withheld at source a shareholder may, depending on their circumstances (i) be liable to further tax on their dividend at their applicable marginal rate, (ii) incur no further liability on their dividend, or (iii) be entitled to claim repayment of some or all of the tax withheld on their dividend. The withholding tax deducted will be available as a credit against the individual’s income tax liability. An individual may claim to have the withholding tax refunded to him to the extent that it exceeds his/her income tax liability.

Irish resident and/or ordinarily resident individual Shareholders will be liable to capital gains tax (currently 33 per cent.) on any gains arising on a disposal of shares in the Company.

Irish taxation of Shareholders who are Irish resident companies (or the Irish branch of a non-Irish resident company) A shareholder which is an Irish resident company will not be subject to Irish corporation tax on dividends received from the Company and tax will not be withheld at source by the Company provided the appropriate declaration is validly made. If dividend withholding tax is withheld at source, an Irish resident company shareholder can set-off the tax withheld against any liability to corporation tax in the accounting period in which the distribution is received.

Irish resident company Shareholders which are close companies, as defined under Irish legislation, may be subject to a corporation tax surcharge on dividend income to the extent that it is not re-distributed within the appropriate time frame.

Capital gains tax (currently 33 per cent.) may apply on the disposal of shares in the Company by an Irish company shareholder subject to certain exceptions.

Irish taxation of certain other Irish resident Shareholders Tax will not be withheld at source by the Company on dividends paid to certain other Irish resident Shareholders including certain pension schemes, collective investment undertakings and charities provided the appropriate declaration is validly made by the shareholder to the Company. If dividend withholding tax is withheld at source, the shareholder can set the tax withheld against their liability to income or corporation tax in the accounting period in which the distribution is received, or obtain a refund to the extent that the shareholder has no such liability.

Capital gains tax (currently 33 per cent.) may apply on the disposal of shares in the Company by such other Irish resident Shareholders depending on their specific tax status.

Irish taxation of Shareholders who are not resident or ordinarily resident for tax purposes in Ireland Irish domestic law provides that a non-Irish resident Shareholder is not subject to dividend withholding tax on dividends received from the Company if such Shareholder is beneficially entitled to the dividend and is either: ● a person (not being a company) resident for tax purposes in a ‘‘relevant territory’’ and is neither resident nor ordinarily resident in Ireland; ● a company, which is not resident in the state, and is resident for tax purposes in a ‘‘relevant territory”, provided such company is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland; ● a company, which is not resident in the state, and is controlled, directly or indirectly, by persons resident in a ‘‘relevant territory’’ and who is or are (as the case may be) not controlled, directly or indirectly, by persons who are not resident in a ‘‘relevant territory’’; ● a company, which is not resident in the state, whose principal class of shares (or those of its 75 per cent. direct or indirect parent) is substantially and regularly traded on a recognised stock exchange either in the state, in a ‘‘relevant territory’’ or on such other stock exchange approved by the Irish Minister for Finance; or

99 ● a company, which is not resident in the state, that is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a recognised stock exchange in the state, in a ‘‘relevant territory’’ or on such other stock exchange approved by the Irish Minister for Finance.

In all cases noted above, the Company must have received from the Shareholder, where required, the relevant Irish Revenue Commissioners Dividend Withholding Tax forms (the ‘‘DWT Forms’’) prior to the payment of the dividend. In this context, “relevant territory” means a member state of the European Union (other than Ireland) or a country with which Ireland has signed a double tax treaty.

Non Irish residents will not be liable to capital gains tax in Ireland on the disposal of shares in the Company as the Company is a public listed company, unless such persons are either ordinarily resident in Ireland or hold the shares in connection with a trade or business carried on in the state through a branch or agency.

Irish Capital Acquisitions Tax Capital acquisitions tax (“CAT”) is an Irish tax which can apply to both gifts and inheritances of property. Irish CAT may be chargeable on an inheritance or a gift of Ordinary Shares as such shares would be considered Irish property, notwithstanding that the gift or inheritance may be between two non Irish resident and non ordinarily Irish resident individuals. The Company’s shares are regarded as property situated in Ireland because the Company’s share register must be held in Ireland. The current rate of CAT is 33 per cent. Shareholders should consult their tax advisers with respect to the CAT implications of any proposed gift or inheritance of Ordinary Shares.

Stamp Duty Transfers or sales of Ordinary Shares will be subject to ad valorem stamp duty. This is payable by the purchaser. The Irish rate of stamp duty on shares is currently 1 per cent. of the consideration paid for the Ordinary Shares (or the market value of the Ordinary Shares, if higher).

2. UNITED KINGDOM TAXATION This summary only covers the principal UK tax consequences for the absolute beneficial owners of Ordinary Shares and any dividends paid in respect of them, in circumstances where the dividends paid are regarded for UK tax purposes as that person’s own income (and not the income of some other person), and who are resident in the UK for tax purposes. In addition, the summary (i) only addresses the tax consequences for holders who hold the Ordinary Shares as capital assets; (ii) does not address the tax consequences which may be relevant to certain other categories of holders, for example, dealers in securities, employees, directors, charities, registered pension schemes, insurance companies, or collective investment schemes; (iii) assumes that the holder does not control or hold directly or indirectly, either alone or together with one or more associated or connected persons, 10 per cent. or more of the shares and/or voting power of the Company; (iv) assumes that there will be no register kept in the United Kingdom in respect of the Ordinary Shares and that the sole register will be maintained in Ireland; and (v) assumes that the Ordinary Shares will not be paired with shares or securities issued by any company incorporated in the United Kingdom.

Dividends The receipt of dividends from the Company by a UK resident Shareholder will be regarded as a foreign income dividend for UK tax purposes. Dividends paid by the Company to a UK resident shareholder (individual or corporate) should not be subject to Irish withholding tax provided the shareholder makes the appropriate declaration referred to above, otherwise a 20 per cent. withholding tax will be applied.

An individual Shareholder who is resident in the UK for tax purposes and who receives a dividend from the Company may be entitled to a non-refundable tax credit where the UK individual shareholder holds less than 10 per cent. of the issued shares in the Company, and this tax credit is set against the individual’s tax liability on the gross dividend income. The gross dividend income is therefore equal to the aggregate of the net dividend received and any tax credit. This tax credit is equal to one-ninth of the dividend received, which is equivalent to 10 per cent. of the aggregate dividend received and the related tax credit.

100 A UK resident individual Shareholder who is subject to UK income tax at the basic rate will be liable to income tax on the gross dividend income at the rate of (currently) 10 per cent. (the dividend ordinary rate), so that the tax credit will satisfy the income tax liability of such a Shareholder in full.

A UK resident individual Shareholder who is subject to income tax at the higher rate will be liable to income tax on the gross dividend income at the rate of (currently) 32.5 per cent. (the dividend higher rate) to the extent that such sum, when treated as the top slice of the Shareholder’s income, falls above the threshold for higher rate income tax (please note this does not take into account the clawback of the individual personal allowance where the individual’s income exceeds £100,000). After accounting for the 10 per cent. tax credit, a higher rate taxpayer will therefore be liable to additional income tax of 22.5 per cent. of the gross dividend income (which will be equal to 25 per cent. of the net dividend received).

Individuals subject to UK income tax at the additional rate of (currently) 45 per cent. on income exceeding £150,000 will be liable to income tax on the gross dividend income at the rate of (currently) 37.5 per cent. (the dividend additional rate). After accounting for the 10 per cent. tax credit, a higher rate taxpayer will therefore be liable to additional income tax of 27.5 per cent. of the gross dividend income (which will be equal to 30.56 per cent. of the net dividend received).

UK resident Shareholders who do not pay UK tax or whose liability to income tax on the dividend and related tax credit is less than the UK tax credit (including pension funds, charities and certain individuals) are not entitled to claim repayment from HMRC of any part of the above UK tax credit associated with the dividend.

A UK resident individual Shareholder who is non-UK domiciled can elect to be taxed on the dividend only when it is remitted to the UK. This is a complex area of UK taxation and specific detailed advice should be obtained before taking any action in this regard. For example, if you are regarded as a ‘‘long-term’’ resident (i.e. resident in the UK for seven of the last nine tax years) you will generally be required to pay an annual charge of £30,000 to enable the remittance basis of taxation to be used (this increases to £50,000 for those who have been UK resident for at least 12 of the previous 14 years).

A UK resident corporate Shareholder which pays tax at the main rate (currently 20 per cent.) will not generally have to pay UK corporation tax on dividends received from the Company, provided the dividends meet an exempt class and certain other conditions are met. Small companies who hold less than 10 per cent. of the shares in the Company will also qualify for an exemption such that they will not generally have to pay UK corporation tax on dividends received from the Company. Such a Shareholder will not be able to claim repayment of tax credits attaching to the dividends. Shareholders are advised to seek specific tax advice on this when completing their UK corporation tax returns.

Taxation of Chargeable Gains A disposal of Ordinary Shares by an individual Shareholder who is resident in the UK may, subject to their specific circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax.

The annual exemption is £11,100 for the tax year 2015/2016. Capital gains tax chargeable on aggregate gains during the tax year 2015/2016 after the annual exemption will be at the current rate of 18 per cent. (for basic rate taxpayers) and 28 per cent. (for higher and additional rate taxpayers).

A Shareholder who is non-UK resident will not be subject to UK tax on a gain arising on a disposal of Ordinary Shares unless (i) the Shareholder carries on a trade, profession or vocation in the UK through a branch, agency or permanent establishment and, broadly, holds the Ordinary Shares for the purposes of the trade, profession, vocation, branch, agency or permanent establishment or (ii) the Shareholder falls within the anti- avoidance rules applying to individuals who are temporarily not resident or in the UK.

Similar to the position with dividends, a UK resident individual Shareholder who is UK resident but non-UK domiciled may elect to be taxed on the capital gain only when it is remitted to the UK. As mentioned above this is a complex area of UK tax law and detailed UK tax advice should be obtained before considering whether to adopt the remittance basis of UK taxation.

In the case of a Shareholder within the charge to UK corporation tax, subject to the availability of any exemptions, reliefs and/or allowable losses, a chargeable gain on disposal of Shares will generally be subject

101 to corporation tax at the current rate of 20 per cent. It should be noted that indexation allowance should be available to reduce the amount of chargeable gain realised on a disposal of Ordinary Shares by a UK resident corporate (but not to create or increase any loss).

UK Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’) No UK stamp duty or SDRT will be payable by a Shareholder on the allotment, issue or registration of Ordinary Shares. This is on the basis that the Company is incorporated outside of the UK and any agreements to transfer the Ordinary Shares will not be registered on any share register kept in the UK or paired with shares issued by any body corporate incorporated in the UK.

Legal instruments transferring the Ordinary Shares should not be within the scope of UK stamp duty provided that such instruments are executed outside of the UK and do not relate to any matter or thing done or to be done in the UK. Where such an instrument is chargeable to stamp duty in both the UK and Ireland and has been duly stamped in one of those countries it is deemed to be stamped in the other country up to the amount of duty it bears but must be stamped for any excess.

The above comments are intended as a guide to the general UK stamp duty and SDRT position. Special rules apply to persons such as market intermediaries, charities, persons connected with depositary arrangements or clearance services and to certain sale and repurchase and stock borrowing arrangements.

3. US FEDERAL INCOME TAXATION TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, PERSONS SUBJECT TO US TAX ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF US FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY SHAREHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON, SHAREHOLDERS UNDER THE INTERNAL REVENUE CODE OF 1986; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) SHAREHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The following is a summary of certain of the US federal income tax consequences of the acquisition, ownership and disposition of Ordinary Shares by a US Holder (as defined below). This summary is based upon the US Internal Revenue Code of 1986 (the “Code”), Treasury Regulations promulgated (and in certain cases, proposed) thereunder, judicial decisions, and the current administrative rules, practices and interpretations of law of the US Internal Revenue Service (“IRS”), all as in effect on the date of this Prospectus, and all of which are subject to change and differing interpretations, possibly with retroactive effect.

As used herein, the term “US Holder” means a beneficial owner of Ordinary Shares that is, for US federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation created or organised in or under the laws of the United States or any State thereof (including the District of Columbia); (iii) an estate, the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

A “Non US Holder” means a beneficial owner of Ordinary Shares other than a partnership or an entity treated as a partnership for US federal income tax purposes, that is not a US Holder. If an entity treated as a partnership for US federal income tax purposes holds Ordinary Shares, the US federal income tax treatment of a partner in the partnership generally will depend on the status and the activities of the partner and the partnership. A partnership holding Ordinary Shares should consult its own tax advisers with respect to the US federal income tax consequences applicable to it and its partners of the acquisition, ownership and disposition of Ordinary Shares.

This summary is only a general discussion and is not intended to be, and should not be construed to be, legal or tax advice to any prospective investor. In addition, this summary does not discuss all aspects of United States federal income taxation that may be relevant to a US Holder in light of such person’s particular

102 circumstances, including certain holders of Ordinary Shares that may be subject to special treatment under the Code (for example, persons that (i) are tax exempt organizations, qualified retirements plans, individual retirement accounts and other tax deferred accounts; (ii) are financial institutions, insurance companies, grantor trusts, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities; (iii) own Ordinary Shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one disposition; (iv) are expatriates or other former long term residents of the United States; (v) own (or are deemed to own) 10 per cent. or more (by voting power or value) of the stock of the Company; and (vi) hold Ordinary Shares other than as capital assets or do not use the US Dollar as their functional currency). Moreover, this summary does not include any discussion of US federal alternative minimum, estate or gift tax consequences or state, local or foreign income, estate, gift or other tax consequences or US federal income or other tax consequences applicable to Non-US Holders.

The summary of US federal income tax consequences set out below is for US Holders for their general information only. US Holders are urged to consult their own tax advisers as to the particular tax consequences to them of owning the Ordinary Shares including the applicability and effect of state, local, non US and other tax laws and possible changes in tax law.

THE SUMMARY ASSUMES THAT THE COMPANY WILL NOT BE A PFIC FOR US FEDERAL INCOME TAX PURPOSES FOR THE CURRENT TAXABLE YEAR, WHICH THE COMPANY BELIEVES WILL BE THE CASE. THE COMPANY’S POSSIBLE STATUS AS A PFIC MUST BE DETERMINED ANNUALLY AND THEREFORE MAY BE SUBJECT TO CHANGE.

WHERE THE COMPANY IS A PFIC, MATERIALLY ADVERSE US FEDERAL INCOME TAX CONSEQUENCES COULD RESULT TO US INVESTORS THAT HOLD SHARES. ACCORDINGLY, EACH US HOLDER WHO ACQUIRES SHARES IS STRONGLY URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISER WITH RESPECT TO THE US FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES, WITH SPECIFIC REFERENCE TO SUCH HOLDER’S PARTICULAR CIRCUMSTANCES.

PROSPECTIVE INVESTORS SHOULD SEEK ADVICE FROM THEIR OWN INDEPENDENT TAX ADVISERS CONCERNING THE UNITED STATES FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES BASED ON THEIR PARTICULAR CIRCUMSTANCES.

General Taxation on Distributions Subject to the discussion below under “PFIC Considerations”, which may be significant, a US Holder that receives a distribution, including a constructive distribution, of cash or property with respect to the Ordinary Shares, other than certain distributions, if any, of the Ordinary Shares distributed pro rata to all Shareholders, generally will be required to include the amount of such distribution in gross income as dividend income (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as determined under US federal income tax principles. Such dividends will not be eligible for the dividends received deduction generally allowed to corporate US Holders. Subject to the discussion below under “PFIC Considerations”, which is significant, to the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax free return of capital to the extent of a US Holder’s tax basis in the Ordinary Shares, causing a reduction in the adjusted basis of the Ordinary Shares, and (b) thereafter, as capital gain from the sale or exchange of Ordinary Shares (as discussed below). However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should, therefore, assume that any distribution by the Company with respect to the Ordinary Shares generally will constitute ordinary dividend income. An additional 3.8 per cent. tax may apply to dividends received by certain US Holders, which may include individuals, estates and trusts.

103 Any such dividend paid in a currency other than the US Dollar will be included in the gross income of a US Holder in an amount equal to the US Dollar value of such currency on the date the dividend is actually or constructively received. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. If a distribution that is made in a currency other than the US Dollar is converted into US Dollars on the date of receipt, a US Holder receiving such distribution generally should not be required to recognise foreign currency gain or loss in respect of such distribution. A US Holder may have foreign currency gain or loss if the amount of such distribution is converted into US Dollars on a date other than the date of receipt. Any gain or loss realised by a US Holder on such conversion will be treated as US source ordinary income or loss.

Dividends received by a US Holder with respect to Ordinary Shares will be treated as foreign source income, which may be relevant in calculating such US Holder’s foreign tax credit limitation, if any. A US Holder who does not elect to claim a foreign tax credit may instead claim a deduction in respect of foreign income taxes paid during the taxable year provided the US Holder elects to deduct (rather than credit) all foreign income taxes for that year. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by the Company generally will constitute “passive income”. The rules relating to computing foreign tax credits or deducting foreign taxes are extremely complex and US Holders are encouraged to consult their own tax advisers regarding the availability of foreign tax credits under their particular circumstances.

Sale or other disposition Subject to the discussion below under “PFIC Considerations”, which may be significant, a US Holder will generally recognize gain or loss on the sale or other taxable disposition of Ordinary Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received, determined on (i) the date of receipt of payment in the case of a cash basis US Holder and (ii) the date of such sale or other disposition in the case of an accrual basis US Holder, and (b) such US Holder’s adjusted tax basis in the Ordinary Shares sold or otherwise disposed of. Any such gain or loss generally will be treated as a capital gain or loss, which will be a long term capital gain or loss if the Ordinary Shares are held by such US Holder for more than one year. The deductibility of capital losses is subject to limitations. Gain or loss recognised by a US Holder on the sale or other taxable disposition of Ordinary Shares generally will be treated as “US source” for purposes of applying the US foreign tax credit rules. A cash basis US Holder or an electing accrual basis US Holder that receives payment in a currency other than the US Dollar upon the sale or other disposition of the Ordinary Shares will realise an amount equal to the US Dollar value of such currency on the settlement date if Ordinary Shares are treated as being “traded on an established securities market”. Any other US Holder generally will determine the amount realised by reference to the US Dollar value of such currency on the date of sale and will have additional ordinary foreign exchange gain or loss attributable to the movement in exchange rates between the date of sale and the settlement date. Any gain or loss realised by a US Holder on a subsequent conversion of the currency for a different amount generally will be ordinary foreign currency gain or loss. The initial tax basis of Ordinary Shares to a US Holder will be the US Dollar value purchase price determined on the date of purchase. If the Ordinary Shares are treated as traded on an “established securities market”, a cash basis US Holder or an electing accrual basis US Holder will determine the US Dollar value of the cost of such Ordinary Shares by translating the amount paid at the spot rate of exchange on the settlement date of purchase. The conversion of US Dollars to a non US currency and the immediate use of such currency to purchase Ordinary Shares generally will not result in taxable gain or loss for a US Holder.

PFIC Considerations Very generally, a non-US corporation, such as the Company, will be a PFIC for U.S. federal income tax purposes if: ● 75 per cent. or more of its gross income in a taxable year consists of interest, dividends, royalties (other than royalties derived from the active conduct of a trade or business), certain capital gains or other “passive income”; or ● 50 per cent. or more of the average gross value of its assets in a taxable year produce or are held for the production of passive income.

104 For purposes of these calculations, if a non-U.S. corporation directly or indirectly owns at least 25 per cent. of the value of the stock of another corporation, then it is treated as if it directly receives its proportionate share of the other corporation’s gross income and as if it directly holds its proportionate share of the other corporation’s assets.

Under a “start-up exception” a non-U.S. corporation generally will not be a PFIC for the first taxable year in which it has gross income (even if it otherwise would be a PFIC based on the above rules) if (1) no predecessor of the corporation was a PFIC, (2) the corporation satisfies the U.S. Internal Revenue Service (the IRS) that it will not be a PFIC for either of the first two taxable years following the first taxable year in which it has gross income, and (3) the corporation in fact is not a PFIC for either of those two years.

If the Company is a PFIC, then a U.S. Holder that does not timely make a qualified electing fund “QEF” election with respect to the Company or a mark-to-market election with respect to the Ordinary Shares (each as described below) will be required to report the U.S. Dollar value of any gain on the disposition of its Ordinary Shares as ordinary income, rather than capital gain, and to compute the tax liability on such gain received in respect of the Ordinary Shares as if such items had been earned rateably over each day in the U.S. Holder’s holding period for the Ordinary Shares. The U.S. Holder will be subject to tax on such gain at the highest ordinary income tax rate for each taxable year in which such gain is treated as having been earned, other than the current year (for which the U.S. Holder’s regular ordinary income tax rate will apply), regardless of the rate otherwise applicable to the U.S. Holder. Further, the U.S. Holder will be liable for a non-deductible interest charge as if such income tax liabilities had been due with respect to each such prior year. For purposes of these rules, gifts, exchanges pursuant to corporate reorganisations and use of the Ordinary Shares as security for a loan may be treated as taxable dispositions of the Ordinary Shares.

In addition, if the Company is a PFIC, then a U.S. Holder that does not make a timely QEF election to the Company or a mark-to-market election with respect to the Ordinary Shares (each as described below) and receives an “Excess Distribution” (which generally includes any distributions during a taxable year whose aggregate U.S. Dollar value exceeds 125 per cent. of the average amount of distributions during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares)) will report the Excess Distribution as ordinary income and also will compute the tax liability on the Excess Distribution as if it had been earned rateably over each day in the U.S. Holder’s holding period for the Ordinary Shares. The U.S. Holder will be subject to tax on the Excess Distribution at the highest ordinary income tax rate for each taxable year in which the Excess Distribution is treated as having been earned, other than the current year (for which the U.S. Holder’s regular ordinary income tax rate will apply), regardless of the rate otherwise applicable to the U.S. Holder. Further, the U.S. Holder will be liable for a non-deductible interest charge as if such income tax liabilities had been due with respect to each such prior year.

Finally, a stepped-up basis in the Ordinary Shares will not be available upon the death of an individual U.S. Holder who has not timely made a QEF election with respect to the Company.

QEF Election If a non US corporation is a PFIC, a holder of shares in that corporation may avoid taxation under the rules described above by making a QEF election to include in income its share of the corporation’s income on a current basis. However, US Holders may make a QEF election with respect to their Ordinary Shares only if the Company agrees to furnish them annually with certain tax information, and the Company currently does not intend to prepare or provide such information. Therefore, the QEF election will not be available to US Holders to mitigate the adverse US federal income tax consequences arising under the PFIC rules described above.

Holders of PFIC stock are also subject to additional information reporting rules. Very generally, each US Holder of a PFIC is required to file an annual report containing such information as the US Treasury may require. US Holders should consult their tax advisers regarding any reporting requirements that may apply to them.

Mark-to-Market Election Instead of making a QEF election with respect to the Company, a U.S. Holder may be able to make a “mark- to-market election” with respect to the Ordinary Shares if the Ordinary Shares trade on a “qualified exchange or other market” in more than “de minimis” quantities on at least 15 days during each calendar quarter (or,

105 for the year in which the Company applies for Admission, on 1/6 of the days remaining in the quarter in which the Admission occurs and on at least 15 days during each remaining quarter of the U.S. Holder’s taxable year). Under this election, each year the U.S. Holder generally would include as ordinary income any increase in the fair market value of its Ordinary Shares during the taxable year, and generally would be allowed to take an ordinary loss in respect of any decrease in the fair market value of its Ordinary Shares during the taxable year (but only to the extent of the net amount of previously included income under the mark-to-market election).

If a mark-to-market election is available, a U.S. Holder generally may make the election by indicating the election on IRS Form 8621 and attaching the form to its U.S. federal income tax return for the first taxable year for which the election will apply. A U.S. Holder may not make a retroactive mark-to-market election.

Distributions Distributions to a U.S. Holder that has timely made a mark-to-market election with respect to the Company, will be taxable to the U.S. Holder first as ordinary income upon receipt (based on their U.S. Dollar value on the date received), to the extent of any remaining amounts of untaxed current and accumulated earnings and profits of the Company, then as a non-taxable return of capital, to the extent of the U.S. Holder’s adjusted tax basis in its Ordinary Shares, and finally as ordinary income to a U.S. Holder that has timely made a mark- to-market election.

If the Company is a PFIC and a U.S. Holder has not made a timely QEF election with respect to the Company, distributions may constitute Excess Distributions. In addition, distribution in excess of a U.S. Holder’s adjusted tax basis would be treated as a disposition of a portion of the U.S. Holder’s Ordinary Shares in which case any gain would be taxed as ordinary income and subject to an additional tax reflecting a deemed interest charge.

Distributions on the Ordinary Shares may not be eligible for the dividends received deduction, and may not qualify as “qualified dividend income”.

Dispositions In general, a U.S. Holder will recognise a gain or loss on a sale, exchange, or other disposition of Ordinary Shares (including a distribution that is treated as a disposition of Ordinary Shares, as described above under “Distributions”) equal to the difference between the U.S. Dollar value of the amount realised and the U.S. Dollar value of the U.S. Holder’s adjusted tax basis in the Ordinary Shares. The U.S. Dollar value of the amount realised generally is based on the Euro-to-U.S. Dollar spot exchange rate on the date of sale. However, if the Ordinary Shares are treated under applicable Treasury regulations as “traded on an established securities market” and the U.S. Holder uses the cash method of accounting, then the U.S. Dollar value of the amount realised is based instead on the Euro-to-U.S. Dollar spot exchange rate on the settlement date for the sale. U.S. Holders that use the accrual method of accounting also may elect to use the settlement date valuation, provided that they apply it consistently from year to year.

The U.S. Holder’s tax basis in its Ordinary Shares will equal the U.S. Dollar value of the amount paid by the U.S. Holder for the Ordinary Shares, determined under rules analogous to the rules for determining the U.S. Dollar value of the amount realised. This tax basis will be increased by amounts taxable to the U.S. Holder by reason of any QEF election, and decreased by the U.S. Dollar value of actual distributions by the Company that are deemed to consist of such previously taxed amounts or are treated as a non-taxable return of capital, as described above under “Distributions”.

If the Company is a PFIC and a U.S. Holder has not made a timely QEF election with respect to the Company, any gain on the sale, exchange, or other disposition of Ordinary Shares (and any gain deemed to accrue prior to the time a non-timely QEF election is made) will be taxed as ordinary income and subject to an additional tax reflecting a deemed interest charge under the special tax rules described above.

If the Company is a PFIC and a U.S. Holder has made a mark-to-market election with respect to the Ordinary Shares, any gain on the sale, exchange, or other disposition of Ordinary Shares will be treated as ordinary income, and any loss will be treated as ordinary loss (but only to the extent of the net amount of previously included income under the mark-to-market election).

106 In addition, the U.S. Dollar value of any gain attributable to interests in PFICs owned by the Company may be treated as ordinary income to a U.S. Holder upon a sale, exchange, or other disposition of the U.S. Holder’s Ordinary Shares.

Any gain or loss that is not treated as foreign currency exchange gain or loss and is not taxed as ordinary income or loss under the rules described above will be capital gain or loss, and generally will be long-term capital gain or loss if the U.S. Holder has held the Ordinary Shares for more than one year at the time of the disposition. In certain circumstances, U.S. Holders who are individuals may be entitled to preferential tax rates for net long-term capital gains; however, the ability of U.S. Holders to offset capital losses against ordinary income is limited.

Receipt of Euros U.S. Holders will have a tax basis in any Euro received in respect of the Ordinary Shares equal to the U.S. Dollar value of the Euro on that date. Any gain or loss recognised on a sale, exchange, or other disposition of those Euro generally will be ordinary income or loss. A U.S. Holder that converts the Euro into U.S. Dollars on the date of receipt generally should not recognise ordinary income or loss in respect of the conversion.

Transfer and Information Reporting Requirements A U.S. Holder who is an individual may be required to file an IRS Form 8938 with respect to the Ordinary Shares if the aggregate value of its Ordinary Shares and certain other “specified foreign financial assets” exceeds $50,000.

A U.S. Holder will be required to file an IRS Form 926 with the IRS if the amount of cash transferred by such U.S. Holder (or any related person) to the Company exceeds $100,000.

If the Company is a PFIC, then a U.S. Holder may be required to file an IRS Form 8621 with the IRS, whether or not the U.S. Holder makes a QEF election or a mark-to-market election.

A participant in a “reportable transaction” is required to disclose its participation in such a transaction on IRS Form 8886. Any foreign currency exchange loss in excess of $50,000 recognised by a U.S. Holder with respect to the Ordinary Shares may be subject to this disclosure requirement.

U.S. Holders that fail to comply with these reporting requirements may be subject to adverse tax consequences, including a “tolling” of the statute of limitations with respect to their U.S. tax returns. U.S. Holders should consult their tax advisors with respect to these and any other reporting requirements that may apply with respect to their acquisition or ownership of the Ordinary Shares.

Backup withholding and information reporting Under certain circumstances, the Code requires “information reporting” annual to the IRS and to each U.S Holder, and “backup withholding” with respect to certain payments made on or with respect to the Ordinary Shares. Backup withholding will apply to a U.S. Holder only if the U.S. Holder (1) fails to furnish its Taxpayer Identification Number (TIN) which, for an individual, would be his or her Social Security Number, (2) furnishes an incorrect TIN, (3) is notified by the IRS that it has failed to properly report payments of interest and dividends, or (4) under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. The exemption generally is available to U.S. Holders that provide a properly completed IRS Form W-9. federal income tax liability, provided that certain required information is furnished to the IRS.

Future Legislation and Regulatory Changes Future legislation, regulations, rulings or other authority could affect the federal income tax treatment of the Company and U.S. Holders. The Company cannot predict whether and to what extent any such legislative or administrative changes could change the tax consequences to U.S. Holders. Prospective investors should consult their tax advisors regarding possible legislative and administrative changes and their effect on the U.S federal tax treatment of the Company and their investment in the Ordinary Shares.

107 THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

108 PART 6

ADDITIONAL INFORMATION

1. RESPONSIBILITY The Company and the Directors, whose names and functions appear on page 7 of this Document accept responsibility for the information contained in this Document. To the best of the knowledge and belief of the Company and the Directors (who have each taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import. All Directors accept individual and collective responsibility for compliance with the AIM Rules and the ESM Rules.

2. THE COMPANY 2.1 The Company was incorporated in the Republic of Ireland with registration number 491702 on 19 November 2010 as a private company limited by shares under the name Petrogas Global Limited. It subsequently converted to a public company limited by shares and changed its name to Applegreen plc on 28 May 2015.

2.2 The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder. The liability of the Company’s members is limited.

2.3 The Company is domiciled in the Republic of Ireland. The registered and head office of the Company is at Block 17, Joyce Way, Park West, Dublin 12, Republic of Ireland (telephone number +353 (0)1 5124800) and the Company’s website is www.applegreenstores.com.

2.4 The financial year end of the Company is 31 December.

3. SUBSIDIARIES The Company is the holding company of the Group. The Company has the following significant subsidiaries and one associate company (as listed below), which are, except where stated to the contrary, wholly owned:

Subsidiary companies (Republic of Ireland) Name Holding Principal Activity

Petrogas Group Limited 100% Operation of service stations Petrogas Holdings Limited 100% Holding company Petrogas International Limited 100% Development and service station refurbishment Petrogas Brands Limited 100% Licencing of intellectual property Petrogas Facilities Limited 100% Holding company Applegreen Service Areas Limited 100% Operation of service stations Applegreen BK Limited 100% Franchise holder Applegreen Cafe Limited 100% Franchise holder

Subsidiary companies (outside Republic of Ireland) Name Holding Principal Activity Place of Incorporation

Petrogas Group UK Limited 100% Operation of service stations United Kingdom Petrogas Group (Western) Limited 100% Operation of service stations United Kingdom Petrogas Group NI Limited 100% Operation of service stations United Kingdom Petrogas Services B.V. 100% Licensing of intellectual property Netherlands Applegreen Service Areas NI Limited 100% Operation of service stations United Kingdom Petrogas Group US Inc 100% Operation of service stations United States

109 Associate company (Republic of Ireland) Name Holding Principal Activity

Superstop (Holdings) Limited 33.33% Holding company, whose subsidiary Superstop Limited, has the contract to design, build, maintain and operate motorway service areas.

4. SHARE CAPITAL OF THE COMPANY 4.1 The issued share capital of the Company as at the close of business on the Latest Practicable Date and as expected to be immediately following Admission (assuming 18,421,053 New Ordinary Shares are issued pursuant to the Placing) is as follows:

Authorised Nominal Value Issued and Nominal Value Number per Share Paid Up Number Aggregate

At the Latest Practicable Date: Ordinary Shares 1,000,000,000 €0.01 60,000,000 €600,000

After Admission: Ordinary Shares 1,000,000,000 €0.01 78,871,053 €788,710.53

Between the date of incorporation of the Company and the Latest Practicable Date, there have been the following changes in the authorised and issued share capital of the Company:

Authorised Share Capital (a) On incorporation, the authorised share capital of the Company was €1,000,000 divided into 100,000,000 Ordinary Shares of €0.01 each. (b) On 1 June 2011, 1,000 authorised and issued Ordinary Shares (750 held by Bob Etchingham and 250 held by Joe Barrett) were re-designated as Redeemable Shares (having the rights attaching to those shares as set out in the Articles in force on that date). (c) On 8 May 2015, the Company re-designated 1,000 Redeemable Shares as Ordinary Shares and increased its authorised share capital to €10,000,000 divided into 1,000,000,000 Ordinary Shares.

Accordingly, at Admission, the authorised share capital of the Company will be €10,000,000 divided into 1,000,000,000 Ordinary Shares.

Issued Share Capital (a) On incorporation, the issued share capital was 10,000 Ordinary Shares, which were issued to two incorporation shareholders and paid up in full. These shares were subsequently transferred to Bob Etchingham (7,500) and Joe Barrett (2,500). (b) On 1 January 2011: (i) 2,500 Ordinary Shares were issued to Joe Barrett; (ii) 7,500 Ordinary Shares were issued to Bob Etchingham; and (iii) the legal interest in 10,000 Ordinary Shares was issued to Petrogas Group Limited to be held in trust for and as nominee on behalf of Bob Etchingham and Joe Barrett. (c) On 7 February 2011, Petrogas Group Limited transferred the legal interest in 2,500 Ordinary Shares to the beneficial owner of those shares, Joe Barrett, and the legal interest in 7,500 Ordinary Shares to the beneficial owner of those shares, Bob Etchingham. (d) On 1 June 2011, 150 Redeemable Shares held by Bob Etchingham and 50 Redeemable Shares held by Joe Barrett were redeemed at a price of €2,000 per share and cancelled.

110 (e) On 18 October 2012, 339 Redeemable Shares held by Bob Etchingham and 113 Redeemable Shares held by Joe Barrett were redeemed at a price of €2,224 per Redeemable Share and cancelled. (f) On 11 October 2013, a total of 59,970,652 Ordinary Shares were issued, 14,992,663 to Joe Barrett and 44,977,989 to Bob Etchingham. (g) On 19 December 2013: (i) Joe Barrett transferred 14,999,913 Ordinary Shares and 87 Redeemable Shares to B&J Holdings Limited; and (ii) Bob Etchingham transferred 44,999,739 Ordinary Shares and 261 Redeemable Shares to B&J Holdings Limited. (h) On 23 December 2014, the Company issued 500 Redeemable Shares to Mountpark Developments Limited. (i) On 8 May 2015: (i) 348 Redeemable Shares held by B&J Holdings Limited were re-designated and converted to 348 Ordinary Shares; and (ii) 500 Redeemable Shares held by Mountpark Developments Limited were redeemed by the Company for total consideration of €1,873,784. (j) On 18 May 2015, prior to the re-registration of the Company as a public limited company, B&J Holdings Limited transferred the legal interest in six Ordinary Shares to six individual nominees to ensure that the Company satisfied the requirement under the Companies Act for a public limited company to have a minimum of seven members. The legal interest in these shares will be transferred back to B&J Holdings following Admission. (k) At close of business on the Latest Practicable Date, B&J Holdings Limited was the beneficial owner of the entire issued share capital of the Company, being 60,000,000 Ordinary Shares.

On Admission, 18,421,053 New Ordinary Shares will be issued by the Company pursuant to the Placing. Immediately following Admission, the Enlarged Share Capital (being together the Existing Ordinary Shares, the New Ordinary Shares and the Option Shares) will be 78,871,053 Ordinary Shares.

4.2 In 2013, a reorganisation of the corporate structure of the Group (the “Reorganisation”) was undertaken pursuant to which the Group was refinanced. As part of the Reorganisation, a number of existing property holding companies transferred their assets to Petrogas Group Limited and were subsequently liquidated. Petrogas Holdings Limited became the immediate subsidiary of the Company and the immediate holding company of the remaining subsidiaries (save for Applegreen BK Limited and Applegreen Cafe Limited which are subsidiaries of Applegreen Service Areas Limited). Following the Reorganisation, Bob Etchingham and Joe Barrett transferred all of the issued Ordinary Shares in the Company to B&J Holdings Limited, a Maltese company legally and beneficially owned by them.

4.3 Pursuant to the Articles adopted by the Company by Shareholder resolution on 18 May 2015, which Articles are in effect immediately prior to Admission, the Directors are: (a) generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities within the meaning of section 20 of the Companies (Amendment) Act 1983 up to the amount of the authorised but unissued ordinary shares in the Company at the date on which the resolution adopting the Articles took effect, such authority to expire on the date which is five years after the date on which the resolution adopting the Articles took effect unless and to the extent that such authority is renewed, revoked or extended prior to such date, save that, the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority had not expired; and (b) empowered pursuant to sections 23 and 24(1) of the Companies (Amendment) Act 1983 to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by paragraph 4.3(a) as if section 23(1) of the said act did not apply to any

111 such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this paragraph 4.3(b) had not expired.

(This authority will enable the New Ordinary Shares to be allotted and issued pursuant to the Placing).

4.4 Pursuant to a Shareholder resolution passed by the Company on 12 June 2015, the Company adopted new Articles conditional upon and with effect upon Admission. Pursuant to the Articles, the Directors will be: (a) generally and unconditionally authorised in substitution for all existing authorities to exercise all powers of the Company to allot and issue all relevant securities (within the meaning of Section 1021 of the Companies Act) up to an aggregate nominal amount of €260,274.47 (26,027,447 Ordinary Shares) (being equivalent to approximately 33 per cent. of the aggregate nominal value of the issued share capital of the Company immediately following Admission) and the authority thereby conferred shall expire on the earlier of the date which is 18 months from the date the Articles become effective and the date of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting provided, however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred thereby had not expired; and (b) empowered pursuant to Section 1022 of the Companies Act to allot equity securities (as defined in Section 1023 of the Act) for cash, pursuant to the authority described in by paragraph 4.4(a) as if sub-section (1) of Section 1022 did not apply to any such allotment, provided that this power shall be limited to: (i) the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer or otherwise in favour of holders of Ordinary Shares (other than those holders with registered addresses outside the State to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) and/or any persons having a right to subscribe for or convert securities into Ordinary Shares in the capital of the Company (including, without limitation, any person entitled to options under any of the Company’s share option schemes and/or share incentive plans for the time being) where the equity securities respectively attributable to the interests of such holders of Ordinary Shares or such persons are proportionate (as nearly as may be) to the respective number of ordinary shares held by them or for which they are entitled to subscribe or convert into subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirement of any recognised body or stock exchange in, any territory; (ii) in addition to the authority conferred by paragraph (i), the allotment of equity securities up to a maximum aggregate nominal value of 10 per cent. of the issued capital of the Company immediately following Admission or, in respect of any renewal of this authority, at the close of business on the date on which such renewal shall be granted; and (iii) in addition to the authority conferred by paragraphs (i) and (ii), the allotment of Ordinary Shares under any of the Company’s share option schemes and/or share incentive plans (including, without limitation, the Long Term Incentive Plan),

and such power (unless otherwise varied or abrogated by special resolution or adoption of the Articles) shall expire on the earlier of the date which is 18 months from the date the Articles become effective and the date of the next annual general meeting of the Company unless previously varied, revoked or renewed, provided, however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

112 4.5 Save as disclosed in paragraph 6.2 and paragraph 11 of this Part 6, no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option.

4.6 Save for the issue of the New Ordinary Shares pursuant to the Placing, the issue of the Option Shares and other than as set out in paragraph 11 of this Part 6 and save as disclosed in paragraph 6.2 of this Part 6, there is no present intention to issue either fully or partially paid up, for cash or otherwise, any shares in the capital of the Company or any of its subsidiaries.

4.7 No persons have preferential subscription rights in respect of any authorised but unissued share or loan capital of the Company or any of its subsidiaries and the Company has no convertible debt securities, exchangeable debt securities or debt securities with warrants in issue.

4.8 The Existing Ordinary Shares were created under the Irish Companies Acts 1963-2013 and the New Ordinary Shares and the Option Shares will be created under the Companies Act. The Ordinary Shares are freely transferrable and the rights attaching to the Ordinary Shares are set out in paragraph 5 of this Part 6. The ISIN number of the Company’s securities is IE00BXC8D038.

5. MEMORANDUM AND ARTICLES OF ASSOCIATION 5.1 The following is a summary of the Memorandum and Articles of Association of the Company which will become effective on Admission. Any shareholder requiring further detail than that provided in the summary is advised to consult the Memorandum and Articles of Association which are available at www.applegreenstores.com.

5.2 The principal objects of the Company are to carry on business as a holding company. The objects of the Company are set out in full in clause 3 of the Memorandum of Association.

5.3 The Articles have been adopted conditional upon and with effect upon Admission. The Articles contain the following provisions:

(i) Voting rights The holders of Ordinary Shares have the right to receive notice of and attend and vote at all general meetings of the Company and they are entitled, on a poll or a show of hands, to one vote for every Ordinary Share they hold. Votes at general meetings may be given either personally or by proxy. Subject to the Companies Act and any special rights or restrictions as to voting attached to any shares, on a show of hands every member who (being an individual) is present in person and every proxy and every member (being a corporation) who is present by a representative duly authorised, shall have one vote, so, however, that no individual shall have more than one vote for every share carrying voting rights and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

(ii) Lien and Forfeiture The Company has a first and paramount lien on every share (not being a fully paid share) for all monies payable to the Company (whether presently payable or not) in respect of that share. Subject to the terms of allotment, the Board may make calls on the Shareholders in respect of any monies unpaid on their shares. The Board may give not less than 14 clear days’ notice requiring payment of the amount due. If a payment is not made when due and payable, the person from whom such amount is due shall be liable to pay interest on the amount unpaid from the day it became due until it is paid (at the rate fixed by the terms of the allotment or in the notice of the call, or at an appropriate rate (as defined by the Companies Act) if no such rate is fixed. If that notice is not complied with, a further notice (giving a further 14 clear days’ notice) may be sent by the Board. If this further notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture shall include all dividends or other monies payable in respect of the forfeited share which are outstanding in respect of the forfeited share.

113 (iii) Variation of share capital and variation of rights The Company from time to time by ordinary resolution may increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. Subject to the provisions of the Companies Act, any share may be issued which is liable to be redeemed on such terms and in such manner as the Company may by special resolution determine. The Company, by ordinary resolution, may consolidate and divide all or any of its share capital into shares of larger amount; subject to the provisions of the Acts, subdivide its shares, or any of them, into shares of smaller amount, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived (and so that the resolution whereby any share is subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares); or cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled. The Company, by special resolution, may reduce its share capital, any capital redemption reserve fund or any share premium account in any manner subject to certain procedures and restrictions set out in legislation. Unless otherwise provided by the terms of issue and without prejudice to the rights attached to any preference share to participate in any return of capital, the rights, privileges, limitations and restrictions attached to any preference share shall be deemed not to be varied, altered or abrogated by a reduction in any share capital ranking as regards participation in the profits and assets of the Company pari passu with or after that preference share. Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up.

(iv) Transfer of shares Subject to restrictions set out in the Articles and to such of the conditions of issue as may be applicable, the shares of any member may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve. The Directors may in their absolute discretion, without assigning any reason, refuse to register a transfer of shares including (a) any transfer of a share which is not fully paid and (b) any transfer of a share to or by a minor or a person with a mental disorder (as defined in the Mental Health Act 2001), provided that such does not prevent dealings in the shares from taking place on an open and proper basis. The Board may decline to recognise any instrument of transfer unless: (A) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (save where the transferor is a Stock Exchange Nominee); (B) the instrument of transfer is in respect of one class of share only; (C) the instrument of transfer is in favour of not more than four transferees; (D) the instrument of transfer is lodged at the registered office of Company or at such place as the Directors may appoint; (E) they are satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in the Republic of Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and

114 (F) they are satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are part or subject. If the Directors refuse to register a transfer, then within two months after the date on which the transfer was lodged with the Company, the Board shall send a notice of the refusal to the transferee. Subject to the 1996 Regulations and any regulations made under section 1086 of the Companies Act, the registration of transfers of shares may be suspended at such times and for such periods (not exceeding thirty days in each year) as the Directors may determine.

(v) Dividends Subject to the provisions of the Companies Act, the Company may by ordinary resolution declare dividends, but no dividend shall exceed the amount recommended by the Board. Subject to the provisions of the Companies Act, the Board may pay such interim dividends as appear to be justified by the profits of the Company available for distribution. Should at any time the share capital of the Company be divided into different classes the Board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividend, subject to any restrictions (under the Articles or otherwise) relating to the application, or the priority of application, of the Company’s profits available for distribution or the declaration or as the case may be the payment of dividends by the Company. Subject to any restrictions that may be imposed in accordance with the Articles, all dividends shall be distributed amongst the holders of Ordinary Shares in the proportion to the number of Ordinary Shares then held by them. The Directors may, if authorised by an ordinary resolution, offer holders of Ordinary Shares the right to elect to receive in lieu of such dividend specified by ordinary resolution (or part thereof) an allotment of additional Ordinary Shares credited as fully paid. Any dividend which has remained unclaimed for twelve years from the date the dividend became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other monies payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend, interest or other sum payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. The Company may sell any shares in the Company on behalf of a holder of such shares, or person entitled by transmission to such shares, if, during the previous 12 years: (A) at least three dividends have become payable on the shares; (B) no cheques and warrants which have been sent to such holder or person so entitled by transmission have been cashed; (C) the Company has not received at any time during the relevant period any communication, so far as the Company at the end of the relevant period is then aware, from the holder of, or person entitled by transmission to, the shares; (D) the Company has caused advertisements giving notice of its intention to sell the shares to be published in a leading daily Irish newspaper (and a national daily newspaper published in the United Kingdom) and another in a newspaper circulating in the area of the address shown in the register of the holder of, or person entitled by transmission to, the untraced shares, and (in either such case) a period of three months has elapsed from the date of publication of the advertisement; and (E) the relevant stock exchange has been notified of the proposed sale.

(vi) Return of capital Subject to the rights of any shares which are issued with special terms or conditions, if the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the

115 members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively.

(vii) Issuing Shares and Pre-emption Rights Subject to the provisions of the Companies Act relating to authority, pre-emption or otherwise in regard to the issue of new shares and to any resolution of the Company in general meeting, all unissued shares shall be at the disposal of the Directors and they may allot, grant options over, or rights to acquire, or otherwise dispose of them to such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company. Pre-emption rights pursuant to the Companies Act may be disapplied by shareholder resolution. Further details of certain shareholders’ resolutions that have disapplied these rights in certain circumstances are provided at paragraph 4.3 and 4.4 of Part 6.

(viii) General meetings Convening The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next. All general meetings other than annual general meetings are referred to in this paragraph as extraordinary general meetings. The Board may convene general meetings and extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies Act. Subject to the provisions of the Companies Act allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one clear days’ notice and all other extraordinary general meetings shall be called by at least fourteen clear days’ notice.

Quorum and Adjournment No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, three persons entitled to vote upon the business to be transacted, each being a Shareholder or a proxy for a Shareholder or a duly authorised representative of a corporate Shareholder shall be a quorum. If such a quorum is not present within 30 minutes from the time appointed for the meeting, the meeting shall be dissolved and in any other case, shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the chairman of the meeting may determine.

Voting At any general meeting, a resolution put to a vote of the meeting shall be decided on a show of hands unless before, or on the declaration of, the result of the show of hands, a poll is duly demanded. Subject to the provisions of the Companies Act, a poll may be demanded by (a) the chairman of the meeting; (b) at least three Shareholders present (in person or by proxy) having the right to vote at the meeting; (c) by any Shareholder or Shareholders present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or (d) by a Shareholder or Shareholder present (in person or by proxy) holding shares in the Company concerning the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all share conferring that right. Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable

116 prominence, that a member entitled to attend and vote is entitled to appoint a proxy or where that is allowed, one or more proxies, to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting of and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting, or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meetings. Subject to any restrictions imposed on any shares, the notice shall be given to all Shareholders, the Directors and the Auditors. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

Admission to General Meetings The Directors may, for the purpose of controlling the level of attendance at a place specified for the holding of a general meeting, make such arrangements as they consider in their absolute discretion to be appropriate provided that arrangements are made for the simultaneous attendance and participation at other places by members otherwise entitled to attend the general meeting. The Company may communicate information in electronic form, whether as an electronic communication or otherwise, in such a manner or form subject to the restrictions determined by the Board and subject to the Articles.

(ix) Directors General Unless otherwise determined by the Company in general meeting, there shall not be more than ten and not less than two Directors. At each annual general meeting of the Company, one-third of the Directors shall retire from office provided that each Director shall present himself for re-election at least once every three years. A Director who retires at an annual general meeting may if willing to act be reappointed. The Directors to retire will be those who wish to retire and not be reappointed to office, and then those who have been longest in office. As between those who are appointed or reappointed on the same day, those to retire (unless they otherwise agree) will be determined by lot. No person other than a retiring Director may be appointed as a Director at any general meeting unless (i) such person has been recommended by the Directors or (ii) notice has been given to the Company by a voting member or members holding not less than ten per cent of the issued share capital of the Company, representing not less than ten per cent of the total voting rights of all the members who have a right to vote at a meeting, of the intention to propose a person for appointment as a director stating the particulars required to be included in the Company's register of Directors and the written consent of that person in respect of his willingness to be appointed not less than 42 nor more than 60 clear days before the date appointed for the meeting, provided that such notices are received by the Company in time to include details of the proposed director in the notice of general meeting. The ordinary remuneration of the Directors shall be determined from time to time by an ordinary resolution of the Company and shall be divisible (unless such resolution shall provide otherwise) among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration related to the period during which he has held office. If any Director who holds executive office, and who performs extra services such as acting as chairman or deputy chairman or serving on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, the Company may further remunerate such Director either by way of salary, commission or otherwise as the Directors may determine.

117 The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties. A Director is expressly permitted (for the purposes of section 228(1)(d) of the Companies Act) to use the property of the Company pursuant to or in connection with: the exercise or performance of his or her duties, functions and powers as Director or employee; the terms of any contract of service or employment or letter of appointment; and, or in the alternative, any other usage authorised by the Directors (or a person authorised by the Directors) from time to time; and including in each case for a Director’s own benefit or for the benefit of another person. The Directors may agree to restrict their power to exercise an independent judgment but only where this has been expressly approved by a resolution of the Board.

Entitlement to Purchase Pensions The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or associated company of the Company or a predecessor in business of the Company or of any such subsidiary or associated company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any of such benefits and for such purposes any Director may accordingly be, become or remain a member of, or rejoin any scheme and receive or retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof.

Entitlement to Purchase Insurance Subject to restrictions in the Articles, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time, directors, officers, or employees of the Company or of any other company which is its holding company or in which the Company or such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or any such other company, or who are or were at any time trustees of any pension fund in which employees of the Company, or any such other company or such subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission when in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking or pension fund.

Directors’ Voting Save as otherwise provided by the Articles or permitted by ordinary resolution, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which, in a material way, conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote. A Director shall (in the absence of some material interest other than those indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely: (a) the giving of any security, guarantee or indemnity to him in respect of money lent by him or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary or associated companies;

118 (b) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part, and whether alone or jointly with others, under a guarantee or indemnity or by the giving of security; (c) any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is entitled to participate as a holder of securities or is to be interested as a participant in the underwriting or sub-underwriting thereof; (d) any proposal relating to any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he is not the holder of, nor has an interest (within the meaning of the Companies Act) in one per cent., or more of (i) the issued shares of any class of the equity share capital of such company, or (ii) the voting rights available to such company (or a third company through which his interest is derived), any such interest being deemed for these purposes to be material in all circumstances; (e) any proposal relating to the adoption, modification or operation of a pension or superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities; (f) any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time Executive Directors) of the Company and/or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits or may benefit; or (g) any proposal concerning the giving of any indemnity pursuant to the Articles or the discharge of the cost of any insurance cover purchased or maintained pursuant to the Articles.

Power to Delegate Without prejudice to the generality of the above, the Directors may delegate any of their powers and discretions to any managing Director or any Director holding any other executive office or to any committee consisting of one or more Directors together with such other person or persons (if any) as may be appointed to such committee by the Directors provided that a majority of the members of each committee shall at all times consist of Directors and that no resolution of any such committee shall be effective unless a majority of the members of the committee present at the meeting at which it was passed are Directors. The powers or discretions which may be delegated to any such committee shall include (without limitation) any powers and discretions whose exercise involves or may involve the payment of remuneration to, or the conferring of any other benefit on, all or any of the Directors. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers, and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying provided always that such committees shall have power, to the extent not inconsistent with the authority under which they are established, to set their own quorum and generally to regulate their own procedures.

Borrowing powers The Directors may exercise all of the powers of the Company to borrow money, and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party without limitation as to amount.

119 (x) Indemnity of Officers Subject to the provisions of, and so far as may be permitted by, the Companies Act, every Director, auditor, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

(xi) Disclosure of interest in shares Chapter 4 of Part 17 of the Companies Act makes provision for the disclosure of interests in shares in public limited companies incorporated in the Republic of Ireland. This Act requires notification of interests in, and changes in interests of, 3 per cent. or more of the relevant share capital (or of any class of relevant share capital) of a public limited company. The notification obligation arises where there is a change in the percentage of shares in which a person has an interest from below to above the 3 per cent. threshold, or from above to below that threshold, or where 3 per cent. is exceeded both before and after the transaction but the percentage level, in whole numbers, changes (fractions of a percentage being rounded down to the next whole number). “Relevant share capital” is defined, broadly, as issued share capital carrying full voting rights. The obligation to notify must be performed within the period of five clear business days from the date upon which the obligation arises. The notification to the relevant company must be in writing and must specify the share capital to which it relates; the number of shares comprised in that share capital in which the person making the notification knows he was interested immediately after the time when the obligation arose, or in a case where the person no longer has a notifiable interest in shares comprised in the share capital, state that he no longer has an interest; identify the notifier and give his address and, except where the notice is stating that the notifier no longer has a notifiable interest in the shares, give details of the registered holder of the shares and the number of shares held by such holder. Where a person fails to comply with the notification requirements described above, no right or interest of any kind whatsoever in respect of the shares concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the High Court of the Republic of Ireland to have the rights attaching to the shares concerned reinstated. The AIM Rules and ESM Rules require an AIM or ESM company (as the case may be) to issue a notification without delay of any relevant changes, being changes to the legal or beneficial interest, whether direct or indirect, to the holding of a significant shareholder, a significant shareholder being 3 per cent. or more of any class of an AIM security (insofar as is known to the Company) and 5 per cent. or more of any class of an ESM security respectively, and any increase or decrease of such holding through any single percentage. In addition to any other right or power under the Companies Act, the Directors may at any time and from time to time if, in their absolute discretion, they consider it to be in the interests of the Company to do so, give a notice to any member requiring such person(s) to notify the Company in writing within such period as may be specified in such notice of full and accurate particulars of his/its interest in Ordinary Shares held by the member and the nature of such interest. The Directors may (before or after the receipt of any written particulars) require any such particulars to be verified by statutory declaration. If any member is in default in supplying to the Company the information required by the Company within the prescribed period or if the Company determines that the member has not complied with his obligations, the Directors in their absolute discretion may at any time following 14 days from the expiry of the prescribed period serve a restriction notice on the member. The restriction notice shall direct that in respect of the Ordinary Shares in respect of which the default has occurred, the member shall not be entitled to attend, speak or vote either personally, by representative or by proxy at any general meeting of the Company or at any

120 separate general meeting of the class of shares concerned or to exercise any other right conferred by membership in relation to any such meeting. Where the shares in respect of which there has been a default represent at least 0.25 per cent., of the class of shares concerned, the restriction notice shall additionally direct that (except in a liquidation of the Company) dividends or other amount payable on such shares will be withheld by the Company and that no transfer of those shares shall be registered until the default is rectified. A restriction notice may be cancelled in certain circumstances by the Directors.

6. DIRECTORS’ AND OTHER INTERESTS 6.1 The interests of the Directors and the persons connected with them in the issued share capital of the Company as at the Latest Practicable Date and as expected to be immediately following Admission (assuming 18,421,053 New Ordinary Shares are issued pursuant to the Placing) are as follows:

Percentage of issued share capital Name Number of as at the Number of Percentage Ordinary Shares Latest Ordinary Shares of Enlarged in which an Practicable in which an Share Capital interest is held Date interest is held in which an at the Latest in which an following interest is held Practicable Date interest is held(2) Admission B&J Holdings Limited 60,000,000(1) 100.0(3) 54,736,842(4) 69.4 Paul Lynch 0 0.0 26,316 0.03 Daniel Kitchen 0 0.0 26,316 0.03 Howard Millar 0 0.0 26,316 0.03 Martin Southgate 0 0.0 26,316 0.03 Notes: (1) B&J Holdings Limited is owned and controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 15,000,000 Ordinary Shares and Bob Etchingham has an interest in 45,000,000 Ordinary Shares. The legal interest in six of the Ordinary Shares is held in trust for B&J Holdings Limited by six individual nominees. The legal interest in those six Ordinary Shares will be transferred back to B&J Holdings Limited following Admission. (2) The Option Shares are not in issue as at the Latest Practicable Date and will be issued immediately prior to Admission. (3) The legal interest in six of the Ordinary Shares in issue is held by six individual nominees on trust for B&J Holdings Limited. (4) B&J Holdings Limited is owned and controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 13,684,210 Ordinary Shares and Bob Etchingham has an interest in 41,052,632 Ordinary Shares.

6.2 As described in paragraph 11 of this Part 6, the Company has granted options in respect of 6,850,000 Ordinary Shares pursuant to the terms of the 2014 Share Option Scheme. Details of the options granted to certain of the Directors are set out below:

Director Number of Ordinary Shares under Option Paul Lynch 1,000,000

Save as disclosed in paragraph 6.1 and 6.2 of this Part 6, no Director has any interest in the Company’s share capital. No Director or member of a Director’s family has a related financial product referenced to the Company’s share capital.

6.3 As at close of business on the Latest Practicable Date and save as disclosed in paragraph 8 of this Part 6, the Directors are not aware of any person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company.

6.4 There are no outstanding loans granted or guarantees provided by any company in the Group to or for the benefit of any of the Directors.

6.5 Save as otherwise disclosed in this Document, no Director has any interest, whether direct or indirect, in any transaction which is or was unusual in its nature or conditions or significant to the business of the Group taken as a whole and which was effected by the Company or any other member of the

121 Group during the current or immediately preceding financial year, or during any earlier financial year which remains in any respect outstanding or unperformed.

6.6 In so far as is known to the Company there are no arrangements the operation of which may, at a date subsequent to the Latest Practicable Date, result in a change of control of the Company.

7. ADDITIONAL INFORMATION ON THE DIRECTORS 7.1 The details of those companies and partnerships outside the Group of which the Directors are directors are or have been a member of the administrative, management or supervisory bodies at any time within the five years prior to the date of this Document, are as follows:

Director Current Directorship (or Partnership) Previous Bob Etchingham B&J Holdings Limited Wimpy Restaurants Ireland Limited Conyngham Road Partnership Mountpark Trading Limited Mountpark Developments Limited Bj Management Company Limited Superstop (Holdings) Limited Superstop Limited Turnbill Limited Darana Limited Diegoville Limited Blairhaven Limited

Joe Barrett Conyngham Road Partnership Mylunch Limited B&J Holdings Limited Wimpy Restaurants Ireland Limited Des Places Educational Association Limited Mountpark Trading Limited Ridann Limited Mountpark Developments Limited Acute Enterprises Limited Bj Management Company Limited Superstop (Holdings) Limited Superstop Limited Turnbill Limited Darana Limited Diegoville Limited Responsible Retailing of Alcohol in Ireland Limited

Brian Geraghty Get Cover And Company Limited Stibang Limited The Little Museum of Dublin Limited S A Sports Media Limited QyouTV International Limited Phelan Prescott & Company

Paul Lynch PL Active Management Limited ISS Ireland Limited Corporate Personnel Services Limited ISS Ireland Holding Limited Contract Cleaners Limited Ivernagh Security Services Limited ISS Hygiene Services Limited

122 Director Current Directorship (or Partnership) Previous Paul Lynch (continued) U.S. Security Limited ISS Security Limited Ampthill Metals Limited

Martin Southgate Gallaher Pensions Limited Gallaher Group Limited Gallaher Europe Finance Gallaher Overseas (Holdings) Limited Benson & Hedges Limited JTI (UK) Management Limited JTL Ireland Pensions Limited JTL Ireland Limited Gallaher Limited JTL (UK) Finance Limited Hergall Tobacco Limited Gallaher Overseas Limited Gallaher International Limited

Daniel Kitchen Workspace Group plc Quattrocento Limited LXB Retail Properties PLC Kingspan Group plc Irish Takeover Panel Minerva plc St Patrick’s University Hospital Irish Nationwide Building Society Strathspey Limited Key Capital Real Estate Limited Hibernia REIT plc Hibernia REIT Finance Limited

Howard Millar Prestwick Aero Limited Darley Investments Limited Phoenix House Management Ryanair.Com Limited Company Limited Coinside Limited Ifcana Developments Limited Ryanair UK Limited Mazine Limited Ryanair Labs Limited Low Cost Airline Technology Limited

7.2 As at the Latest Practicable Date, save as disclosed below none of the Directors has: (a) any unspent convictions in relation to indictable offences; (b) had any bankruptcy order made against him or entered into any individual voluntary arrangements; (c) been a director of a company which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, been subject to a voluntary arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company; (d) been a partner in any partnership which has been placed in compulsory liquidation, administration or been the subject of a partnership voluntary arrangement whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership; (e) been the owner of any assets or a partner in any partnership which has been placed in receivership whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership; (f) been publicly criticised by any statutory or regulatory authority (including recognised professional bodies); or (g) been disqualified by a court from acting as a director of any company or from acting in the management or conduct of the affairs of a company.

123 Howard Millar is a director of Ifcana Developments Limited. A receiver was appointed to Ifcana Developments Limited on 14 February 2014 and currently has not been discharged.

8. SUBSTANTIAL SHAREHOLDERS As at the close of the business on the Latest Practicable Date and in so far as is known to the Company, the following persons are, directly or indirectly, interested in three per cent. or more of the issued share capital of the Company and (assuming 18,421,053 New Ordinary Shares are issued pursuant to the Placing) will be interested in 3 per cent. or more of the Enlarged Share Capital following Admission:

Percentage of issued share capital Number of as at the Ordinary Ordinary Latest Shares Percentage Shares Practicable in which of Enlarged in which Date an interest Share Capital interest held in which is held in which at the Latest an interest following an interest Shareholder Practicable Date is held(2) Admission is held B&J Holdings Limited 60,000,000(1) 100.0(3) 54,736,842(4) 69.4% AXA Framlington 0 0.0 5,250,000 6.7% Fidelity Investments 0 0.0 2,500,000 3.2% Notes: (1) B&J Holdings Limited is owned and controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 15,000,000 Ordinary Shares and Bob Etchingham has an interest in 45,000,000 Ordinary Shares. The legal interest in six of the Ordinary Shares is held in trust for B&J Holdings Limited by six individual nominees. The legal interest in those six Ordinary Shares will be transferred back to B&J Holdings Limited following Admission. (2) The Option Shares are not in issue as at the Latest Practicable Date and will be issued immediately prior to Admission. (3) The legal interest in six of the Ordinary Shares in issue is held by six individual nominees on trust for B&J Holdings Limited. The legal interest in those six Ordinary Shares will be transferred back to B&J Holdings Limited following Admission. (4) B&J Holdings Limited is owned and controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 13,684,210 Ordinary Shares and Bob Etchingham has an interest in 41,052,632 Ordinary Shares.

B&J Holdings Limited does not have different voting rights attaching to Ordinary Shares held by it in the Company. The Company has entered into a relationship agreement with B&J Holdings Limited, details of which are set out in paragraph 13.6 of this Part 6.

9. DIRECTORS’ SERVICE CONTRACTS AND LETTERS OF APPOINTMENT 9.1 Executive Directors’ service contracts At the Latest Practicable Date of this Document, there are three Executive Directors, each of whom is employed by Petrogas Group Limited. The terms of the Executive Directors’ service contracts, effective as at Admission, are summarised below:

Notice by Name Title Contract Date Salary the Company Bob Etchingham Chief Executive Officer 29 April 2015 €290,000 Six months Joe Barrett Chief Operating Officer 29 April 2015 €280,000 Six months Paul Lynch Chief Financial Officer 29 April 2015 From 1 January 2015 to Six months 31 December 2015, €275,000 (subject to further increase in 2016 and 2017 as set out below)

A service agreement was entered into between Petrogas Group Limited and Bob Etchingham on 29 April 2015 pursuant to which Mr Etchingham was appointed Group Chief Executive Officer. Employment is terminable by either party giving six months’ notice. Mr Etchingham is entitled to a base salary of €290,000 per annum and an annual performance related bonus. In the event of notice to terminate being served for any reason by either Petrogas Group Limited or Mr Etchingham,

124 Petrogas Group Limited may make payment of an amount of Mr Etchingham’s salary for the entire notice period or part thereof in lieu of notice. Standard ‘cause’ provisions are included in the service agreement which allow Petrogas Group Limited to terminate without notice or the obligation to make payment in lieu of notice.

A service agreement was entered into between Petrogas Group Limited and Joe Barrett on 29 April 2015 pursuant to which Mr Barrett was appointed Group Chief Operating Officer. Employment is terminable by either party giving six months’ notice. Mr Barrett is entitled to a base salary of €280,000 per annum and an annual performance related bonus. In the event of notice to terminate being served for any reason by either Petrogas Group Limited or Mr Barrett, Petrogas Group Limited may make payment of an amount of Mr Barrett’s salary for the entire notice period or part thereof in lieu of notice. Standard ‘cause’ provisions are included in the service agreement which allow Petrogas Group Limited to terminate without notice or the obligation to make payment in lieu of notice.

A service agreement was entered into between Petrogas Group Limited and Paul Lynch on 29 April 2015 pursuant to which Mr Lynch was appointed Group Finance Director. Employment is terminable by either party giving three months’ notice. Mr Lynch is entitled to a base salary per annum of (i) €275,000 from 1 January 2015 to 31 December 2015, (ii) €325,000 from 1 January 2016 to 31 December 2016 and (iii) €350,000 from 1 January 2017 onwards. Mr Lynch is eligible to be paid a discretionary annual performance related bonus. In the event of notice to terminate being served for any reason by either Petrogas Group Limited or Mr Lynch, Petrogas Group Limited may make payment of an amount of Mr Lynch’s salary for the entire notice period or part thereof in lieu of notice. Standard ‘cause’ provisions are included in the service agreement which allow Petrogas Group Limited to terminate without notice or the obligation to make payment in lieu of notice. Mr Lynch is paid an allowance of 8 per cent. of salary per annum as an additional benefit.

(a) Termination Provisions Other than entitlement to notice and a payment in lieu of notice, no compensation would be payable to any of the Executive Directors in the event of the lawful termination of his appointment.

(b) Benefits Each Executive Director is entitled to be a member of the Group’s PRSA plan subject to any qualifying period which applies and to the rules of the scheme in force from time to time. Under Mr Etchingham’s and Mr Barrett’s service agreements, Petrogas Group Limited undertakes to pay into the scheme on behalf of Mr Etchingham and Mr Barrett a sum equivalent to the percentage salary contribution made by Mr Etchingham and Mr Barrett respectively, subject to a maximum of 5 per cent. of salary. In addition, Petrogas Group Limited must pay into Mr Barrett’s personal pension plan a sum of €2,700 per month.

(c) Restrictive Covenants The Executive Directors’ service contracts contain six month post termination restrictions against soliciting, employing or engaging (or seeking to employ or engage) any person who has, at any time during the 12 months preceding the date of cessation of his employment, been an employee, officer or manager of any member of the Group. Mr Etchingham’s and Mr Barrett’s service contracts each contain a six month post termination restriction against competing with any member of the Group in Ireland and/or the United Kingdom. Mr Lynch’s service contract contains a six month post termination restriction on his entering into partnership with, or appointing as a consultant or adviser, any person who has been at any time during the period of 12 months preceding the cessation of his employment, an employee, officer or manager of any member of the Group.

125 9.2 Independent Non-Executive Directors’ letters of appointment At the date of this Document, there are four Independent Non-Executive Directors. The terms of the Independent Non-Executive Directors’ letters of appointment are summarised below:

Date of Fee per Name Title Appointment Annum Daniel Kitchen Non-Executive Chairman 27 May 2015 €80,000 Howard Millar Non-Executive Director 27 May 2015 €50,000 Martin Southgate Non-Executive Director 11 February 2014 £20,000 Brian Geraghty Non-Executive Director 19 August 2014 €20,000

The Independent Non-Executive Directors do not have service contracts but do have contracts for services reflecting their responsibilities and commitments. Each Independent Non-Executive Director has the same general legal responsibilities to the Company as any other director of the Company and the Board as a whole is collectively responsible for the overall success of the Company. No compensation would be payable to any of the Independent Non-Executive Directors in the event of the lawful termination of his/her appointment.

10. EMPLOYEES As at the date of this Document, the Group employs 1,714 employees, including the Executive Directors. The breakdown of the employees by geographic location and function for each of the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 was as follows:

Average Number of Employees 2012 2013 2014 Site Ireland managers 35 42 49 Ireland other 284 331 482 UK 230 349 489 USA – – 11 Head Office Executive 24 20 25 Ireland 50 47 61 UK 7 9 13 Total 630 797 1,130

11. SHARE INCENTIVE ARRANGEMENTS 11.1 2007 Share Option Plan The Company previously operated a share option plan (the “2007 Plan”) pursuant to which 3,600,000 options were issued to seven individuals. Four of the individuals granted options under the 2007 Plan have signed agreements waiving their rights to the exercise of these options which were subsequently cancelled and three of those individuals were given new options under the Scheme (as defined below). The remaining three individuals left the Company at which point their options entitlements lapsed under the rules of the 2007 Plan. The Company does not propose to issue any further options under the 2007 Plan.

11.2 2014 Share Option Scheme (a) Overview The Company operates a share option scheme (the “Scheme”) which gives full-time employees, part-time employees, directors and consultants of companies within the Group (“Eligible Persons”) the opportunity to acquire shares in the Company. The grant of the option is entirely at the discretion of the Board and is not a standard employment benefit. As at close of business on the Latest Practicable Date, 17 Eligible Persons have been granted options in the Company over a total of 6,850,000 shares at prices ranging from €1 to €2 per share. Five

126 of the 17 options granted are exercisable on an Exit Event (as defined below); the remainder are exercisable on vesting which generally occurs on the third anniversary of the date of issue of the options. The total number of Ordinary Shares over which options may be granted is 7,000,000 and accordingly the Company does not propose to issue any further options under the 2014 Plan following Admission.

(b) Commencement and Termination of the Plan The Scheme became effective on 8 January 2014 and will terminate upon the close of business on the tenth anniversary of this date. Options which remain unexercised at that date will continue to have force and effect in accordance with the provisions of their respective option certificates and the Scheme rules.

(c) Exercise of the Options Options granted under the Scheme will remain outstanding for a maximum term of seven years from the date the option was granted or such shorter term as the Board determines (the “Expiration Date”). The options are personal to the optionholder and are non-assignable and can be exercised at any time in respect of some or all of the vested option shares. The Board can substitute the right to acquire shares with the right to receive a cash sum at any time prior to the exercise of the option. The Board is entitled, at its sole discretion, to allow optionholders to exercise options before the relevant vesting period (if any) has expired.

(d) Lapse of Option On the earlier of the Expiration Date or, subject to the remaining paragraphs in this subsection, the date on which the optionholder ceases to be an Eligible Person, the option will lapse and will cease to be exercisable.

If an optionholder ceases to be an Eligible Person by reason of death, options held in respect of unvested option shares will lapse and cease to be exercisable. Options held in respect of vested option shares will remain exercisable by the optionholder’s legal personal representatives for a specified period of time.

If an optionholder ceases to be an Eligible Person because of retirement, options held in respect of unvested option shares will lapse and will cease to be exercisable. Options held in respect of vested option shares will remain exercisable by the optionholder for a specified period of time.

If an optionholder ceases to be an Eligible Person otherwise than because of death or retirement, each option held will automatically lapse and will cease to be exercisable unless the Board at its discretion determines that the option will remain exercisable in respect of vested option shares (in which event the option will remain exercisable for a specified period of time).

(e) Exit Event Exit Event is defined as: (i) the sale of the shares of the Company which results in members of the Company ceasing to retain directly or indirectly a majority of the voting rights conferred by the Articles provided however that this shall not apply where new shareholders acquired shares in the Company by investing cash in the Company or where one or more of the members of the Company increase their percentage ownership of shares carrying voting rights in the Company; (ii) a merger or consolidation involving the shares of the Company which results in members of the Company ceasing to retain directly or indirectly a majority of the voting rights conferred by the Articles; or (iii) a liquidation, dissolution or winding-up of the Company which does not form part of an internal reorganisation of the Company; or

127 (iv) a sale of all or substantially all of the Company’s assets where it is proposed to distribute such proceeds to the members of the Company either by distribution or on a winding-up.

In the event of, or in anticipation of, an Exit Event the Board may at any time after becoming aware of it and before the expiry of 30 days after completion of the Exit Event notify the optionholders of the Exit Event or anticipated Exit Event and request they exercise unexercised options with respect to vested option shares during a period specified in the notice (being not less than 14 days). If an optionholder fails to exercise any option requested to be exercised by him by the Board, such option shall be deemed to have lapsed upon the expiration of the period specified in the notice served by the Company.

(f) Exchange of Options Where an acquiring company obtains control of the Company pursuant to a general offer or a scheme or becomes bound or entitled to acquire shares under Section 457 of the Companies Act or otherwise the Board may require each participant to release his option in consideration of the grant to him of a new option over shares in the acquiring company or a subsidiary or holding company of the acquiring company.

(g) Reconstruction and Winding Up In the event of any reorganisation of the capital of the Company or any reconstruction or amalgamation of the Company involving a material change in the nature of the shares comprised in any option or the Company passing a resolution for its winding-up or an order being made for the compulsory winding-up of the Company, an optionholder may exercise any option with respect to the vested option shares. If they fail to do so, the option will lapse.

(h) Variation of Capital If the Company varies its capital structure or makes any special dividend or return of capital to its members, the Board may adjust the maximum aggregate number of shares reserved for issuance under the Scheme, the number of option shares subject to any option, the exercise price applicable to any option and, where an option has been exercised but no shares have been allotted pursuant to such exercise, the number of shares which may be allotted and/or the exercise price attributable to each such share.

(i) Cancellation/Grant of New Options The Board shall have the authority, at any time and from time to time, with the consent of the affected optionholders to cancel any or all unexercised options and grant in substitution new options under the Scheme or amend the terms of any and all unexercised options to provide an exercise price which is higher or lower than the then current exercise price.

(j) Amendment The terms of the Scheme may be amended by resolution of the Board and (where the proposed amendment adversely affects any optionholders) by optionholders who hold at least 75 per cent. of the shares which are the subject of outstanding options under the Scheme.

(k) Miscellaneous The Company must keep available such number of authorised but unissued shares as shall be necessary to satisfy the exercise of all options which have neither lapsed nor been fully exercised.

11.3 Applegreen plc 2015 Long Term Incentive Plan (“LTIP”) The LTIP will become effective at Admission, however, the Remuneration Committee does not intend to grant any Awards (as defined below) until such time as the relevant performance conditions governing the vesting of the Awards have been established and disclosed in the annual accounts of the Company.

128 (a) Eligibility Any employee (including an Executive Director) of the Group will be eligible to participate in the LTIP at the discretion of the Remuneration Committee.

(b) Form of Awards Awards under the LTIP may be in the form of: (i) an option to acquire shares at market value (determined as at the date of the grant of the option) (“Option”); (ii) a conditional right to acquire shares at no cost to the participant (“Conditional Award”); (iii) an award of shares which is subject to forfeiture (“Forfeitable Share Awards”); or (iv) an award of shares which is subject to restrictions (“Restricted Share Awards”); or (v) a right to receive a cash amount which relates to the value of a certain number of notional shares (“Cash Award”);

and Conditional Share Awards, Forfeitable Share Awards, Restricted Share Awards, Options and Cash Awards are together referred to as “Awards” and each an “Award”. References in this summary to shares include notional shares to which a Cash Award relates, where appropriate.

(c) Performance Conditions Where applicable, the performance conditions for an Award will be set by the Remuneration Committee at the time that the Award is made. In determining the performance condition for an Award, the Remuneration Committee will give due regard to market practice relating to long term incentive plans operated by companies of a similar size and in similar sectors as the Company and follow best practice in setting such performance conditions. The performance conditions will be disclosed in the Company annual accounts.

(d) Performance Period Unless the Remuneration Committee determines otherwise, Awards will be subject to the satisfaction of one ore more performance conditions over a performance period of at least three years. Awards granted to Executive Directors will be subject to a performance condition. At the end of the performance period, the Remuneration Committee will determine the extent to which the performance condition has been met. If a holding period does not apply, Awards will normally vest on the date on which the Remuneration Committee determines that the performance condition has been satisfied (or such later date determined by the Remuneration Committee) where a performance condition applies to an Award or the third anniversary of the date on which the Award was granted where no performance condition applies to the Award.

(e) Holding Period If the Remuneration Committee determines that a holding period will apply to Awards, the Awards will not vest until the end of the holding period.

(f) Individual Limits Awards will not be granted to a participant under the LTIP over shares with a market value (as determined by the Remuneration Committee) in excess of 150 per cent. of salary in respect of any financial year. However, the Remuneration Committee may, in its discretion, grant Awards above this level in exceptional circumstances.

(g) Grant of Awards Awards may only be granted within the six week period following: (i) the approval of the LTIP by the Company’s shareholders; (ii) the announcement of the Company’s results for any period;

129 (iii) on any day on which the Remuneration Committee determines that exceptional circumstances exist; or (iv) on any day on which a restriction on the grant of Awards is lifted.

(h) Terms of Awards Awards may be granted over newly issued shares, treasury shares or shares purchased in the market. Awards are not transferable (other than on death). No payment will be required for the grant of an Award. Awards will not form part of pensionable earnings.

(i) Dividends The Remuneration Committee may determine that the number of shares to which a participant’s Award relates shall increase to take account of some or all of the dividends paid on vested shares from the grant date until the date of vesting, on such terms as determined by the Remuneration Committee. The Remuneration Committee may determine that the participant shall receive the cash equivalent of the additional shares.

(j) Overall Limits The LTIP is subject to the following overall limits in any ten year period, the number of shares which may be issued under the LTIP together with the number of shares issued under any other employees’ share plan adopted by the Company (in a general meeting) after Admission may not exceed 5 per cent. of the issued share capital of the Company from time to time. Treasury shares will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies determine otherwise.

(k) Clawback (i) The Remuneration Committee may, in its absolute discretion, determine at any time prior to the vesting of an Award to: (A) reduce the number of Ordinary Shares to which an Award relates; (B) cancel an Award; or

(C) impose further conditions on an Award; in circumstances in which the Remuneration Committee considers such action is appropriate.

(ii) Such circumstances include, but are not limited to: (A) a material misstatement of the Company’s audited financial results; (B) a material failure of risk management by the Company, any member of the Group or a relevant business unit; or (C) serious reputational damage to the Company, any member of the Group or a relevant business unit, as a result of the participant’s misconduct or otherwise.

(l) Vesting and Exercise Awards will vest only to the extent that any applicable performance condition has been satisfied over the performance period, and provided that the participant is still employed by the Group. Options will then normally be exercisable until the tenth anniversary of the grant date.

The vesting of a Conditional Award or the exercise of an Option is subject to obtaining any necessary approvals or consents from any relevant authority, the Company’s share dealing policy and any other applicable laws or regulations in any relevant jurisdiction.

At any time before or after the point at which an Award (which is not a Cash Award) has vested, or an Option has been exercised, but the underlying Ordinary Shares have yet to be issued or

130 transferred to the participant, the Remuneration Committee may decide to pay a participant a cash amount equal to the value of the Ordinary Shares he would otherwise have received.

Any shares or cash that are to be issued, transferred or paid (as appropriate) to a participant in respect of a vested Award or an exercised Option (including a Cash Award) will be issued, transferred or paid (as appropriate) within 30 days of the date of vesting or exercise (as appropriate).

(m) Cessation of Employment If a participant dies, an unvested Award will lapse at the date of his death unless the Remuneration Committee, in its absolute discretion, determines that all or part of such Award will vest. The timing of any vesting and the extent to which an Award may vest will be determined by the Remuneration Committee in its absolute discretion and, in doing so, it may take into account the satisfaction of any performance condition and, if the Remuneration Committee so determines, the period of time that has elapsed since the Award was granted until the date of death (or if death occurs during an applicable holding period, to the beginning of the holding period). A participant’s personal representatives will normally have 12 months from the participant’s death to exercise any vested Options.

If a participant ceases to be an officer or employee of the Group by reason of ill-health, injury, disability, or the sale of the entity that employs him out of the Group or for any other reason at the Remuneration Committee’s discretion (except where a participant is summarily dismissed), a participant’s Awards which have not Vested at the date of such cessation of office or employment shall lapse unless the Remuneration Committee determines, in its absolute discretion, that all or part of such Awards will vest.

The Remuneration Committee will decide the timing of any vesting and the extent to which an unvested Award vests in these circumstances, in its absolute discretion and, in doing so, it may take account of the extent to which any performance condition is satisfied and the period of time that has elapsed since the Award was granted until the date on which the participant ceases to be an officer or employee of the Group (or if cessation occurs during an applicable holding period, to the beginning of the holding period). Where Awards vest in these circumstances, Options will normally be exercisable for six months after vesting.

If a participant ceases to be an officer or employee of the Group for one of these “good leaver” reasons whilst holding vested Options, he will normally have six months from his cessation of office or employment to exercise those Options.

If a participant ceases to be an officer or employee of the Group in any other circumstances an Award shall lapse on the date on which the participant ceases to hold that office or employment.

(n) Corporate Events In the event of a change of control of the Company, the timing of any vesting and the number of shares in respect of which an Award may vest shall be determined by the Remuneration Committee on or before such change of control provided that such vesting will occur within 2 months from the occurrence of the change of control and the number of shares which may vest shall either be the maximum number capable of vesting (at the achievement of the highest relevant performance conditions specific to such Award) or such lesser number as the Remuneration Committee may determine having taken account of the extent to which any relevant performance condition has been satisfied and the period that had elapsed between the grant date and the occurrence of the change of control. Where an Award does not vest in full the remainder will lapse immediately. Options will then be exercisable for a period of one month.

Alternatively, the Remuneration Committee may require participants to exchange Awards for equivalent awards which relate to shares in a different company. If the change of control is an internal reorganisation of the Group or, if the Remuneration Committee so decides, participants will be required to exchange their Awards.

131 If other events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Remuneration Committee may affect the current or future value of shares, the Remuneration Committee may determine that Awards will vest taking into account the satisfaction of any relevant performance condition and, unless the Remuneration Committee determines otherwise, pro-rating to reflect the period from the grant date to the date of the relevant event (or if the event occurs during an applicable holding period, to the beginning of the holding period). The Remuneration Committee will determine in these circumstances the length of time during which Options can then be exercised.

(o) Adjustments In the event of a variation of the Company’s share capital or a demerger, delisting, special dividend, rights issue or other event, which may, in the Remuneration Committee’s opinion, affect the current or future value of shares, the number of shares subject to an Award and/or any performance condition attached to Awards, may be adjusted.

(p) Amendment and Termination The Remuneration Committee may amend the LTIP or the terms of any Award at any time, provided that prior approval of the Company’s shareholders in a general meeting will be required for amendments to the advantage of eligible employees or participants relating to eligibility, limits, the basis for determining a participant’s entitlement to, and the terms of, the shares or cash comprised in an Award and the impact of any variation of capital.

However, any minor amendments to benefit the administration of the LTIP, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Remuneration Committee without shareholder approval.

No amendments may be made to the material disadvantage of participants in the LTIP (except in respect of the performance condition) unless consent is sought from, and given by a majority of, the participants holding Awards where the number of shares which are the subject of such Awards represent a majority of the Ordinary Shares which are the subject of all outstanding Awards at such time.

The LTIP will terminate on the tenth anniversary of its approval by shareholders but the rights of existing participants will not be affected by any termination.

(q) Legal Entitlement Participation in the LTIP does not form part of the terms of a participant’s contract of employment and participants have no rights in respect of benefits under the plan.

(r) Governing Law The LTIP will be governed in accordance with the laws of the Republic of Ireland and the parties submit to the jurisdiction of the courts of the Republic of Ireland.

12. RELATED PARTY TRANSACTIONS Details of related party transactions entered into by members of the Group during the period covered by the historical financial information are set out in note 27 in Part B, Historical Information on the Group, of Part 4. Furthermore, in the period since 31 December 2014 to the Latest Practicable Date, the Group has not entered into any material transactions with related parties other than the transactions on arm’s length terms described below.

On 8 May 2015, the Company redeemed all of the 500 Redeemable Shares held by Mountpark Developments Limited for total consideration of €1,873,784.

On 8 May 2015, the Company re-designated and converted 348 Redeemable Shares held by B&J Holdings Limited to 348 Ordinary Shares.

132 On 5 June 2015, an unconditional agreement to surrender the lease relating to the retail site in Monkstown leased by the Group from Joe Barrett was entered into, pursuant to which the lease will be surrendered on 30 June 2015 (for further information on this lease see note 27 in Part B of Part 4).

Paragraph 6 of this Part 6 sets out the interests of the Directors in the share capital of the Company on the Latest Practicable Date.

13. MATERIAL CONTRACTS The following contracts, not being contracts entered into in the ordinary course of business, are all of the contracts that have been entered into by the Company and its subsidiaries in the two years immediately preceding the date of this Document and which are, or may be, material to Group, or are all of the contracts which have been entered into by the Company and its subsidiaries and contain any provisions under which any member of the Group has any entitlement which is material to the Group:

13.1 Placing Agreement The Company and the Directors have entered into a Placing Agreement with Goodbody, SCC, SCS and the Selling Shareholders whereby each of Goodbody, SCC and SCS has agreed to use reasonable endeavours to procure subscribers or purchasers for up to 24,134,211 Placing Shares at the Placing Price. The Placing will be way of a sale of 18,421,053 New Ordinary Shares by the Company and the sale of 5,713,158 Sale Shares by the Selling Shareholders. The Company and others have given warranties, representations and indemnities to Goodbody, SCC and SCS. Under the Placing Agreement, SCC and Goodbody will receive a corporate finance advisory fee and Goodbody and SCS will receive commission equal to 2.50 per cent., of the aggregate value at the Placing Price of the Placing Shares. In addition, SCC and Goodbody may also receive a discretionary incentive commission, being equal to a percentage of the aggregate value at the Placing Price of the Placing Shares. Each Selling Shareholder shall be liable for all commission payable to SCS and Goodbody in respect of the sale of his or its Sale Shares and the stamp duty payable on such sale. The Company has agreed to pay all other costs, charges, fees and expenses of, or incidental to, the satisfaction of the conditions under the Placing Agreement, the Placing, the application for Admission and the issue of the Placing Shares and related arrangements (together with any VAT chargeable thereon). If Admission has not occurred by 8.00 a.m. on 31 July 2015 the Placing Agreement will cease to have any further force or effect.

13.2 ESM Adviser and Broker Agreement On 16 June 2015, the Company and Goodbody entered into an ESM Adviser and Broker Agreement pursuant to which Goodbody has agreed to act as ESM Adviser and broker to the Company for the purposes of the Rules for ESM Advisers following Admission. Pursuant to the agreement, Goodbody will receive an annual retainer fee. Either party may terminate the agreement on three months notice or, in the event of the material breach by the other party of its obligations under the agreement forthwith. The Company shall be entitled to terminate the agreement in certain circumstances, including if Goodbody shall cease to be registered with the Irish Stock Exchange as ESM adviser and/or broker. The Company has agreed to indemnify and hold Goodbody (for itself and as trustee for each Relevant Person as defined in the agreement) harmless against all liabilities arising out of or in connection with the agreement unless it is as a result of fraud, negligence or wilful default of Goodbody or any of its Relevant Persons.

13.3 Letter of Appointment of Nominated Adviser and Broker Pursuant to a letter dated 16 June 2015, SCC and SCS were appointed as nominated adviser and broker respectively of the Company for an initial term of twelve months from the date of the letter (“Initial Term”). In accordance with the terms of the letter, the Company will pay SCC an annual fee in respect of the services provided by SCC and SCS under the letter. Any party may terminate the engagement by giving the other no less than three months’ prior written notice, the earliest date that such notice may expire is at the end of the Initial Term. The parties shall also have rights to immediate termination of the engagement if in certain circumstances specified in the letter. The Company has agreed to indemnify and hold each Shore Capital Person (as defined in the letter) harmless against all liabilities arising out of or in connection with the letter unless it is as a result of fraud, gross negligence or wilful default of Shore Capital Person or a material breach by SCC or any Shore Capital

133 Person of any of its obligations under the engagement letter or of the conduct of business rules contained in the FCA Handbook or the regulatory system which SCC or any Shore Capital Person is subject to under FSMA (in each case such having been finally and judicially determined by a court of competent jurisdiction).

13.4 Lock-in Deed B&J Holdings Limited and Michael O’Loughlin (the “Lock-in Parties”) have entered into a lock-in deed with the Joint Bookrunners, Bob Etchingham and Joe Barnett and the Company, dated 16 June 2015 (“Lock-in Deed”). Pursuant to the Lock-in Deed, the Lock-in Parties have undertaken, subject to certain exceptions, including a sale in the event of an offer for all of the Ordinary Shares in the Company, not to sell, transfer, grant any option over or otherwise dispose of the legal, beneficial or any interest that they have in any Ordinary Shares or other securities in the Company for a period of 12 months following Admission (the “Lock-in Period”) without the prior written consent of the Joint Bookrunners.

Furthermore, the Lock-in Parties have also undertaken to the Company and the Joint Bookrunners that they will not dispose of the Restricted Shares for the period of 12 months following the expiry of the Lock-in Period otherwise than in accordance with the reasonable requirements of the Joint Bookrunners and through the Company's stockbrokers from time to time. Bob Etchingham and Joe Barrett have also undertaken to the Joint Bookrunners to procure compliance by B&J Holdings Limited with its obligations under the Lock-in Deed and have undertaken in respect of their shareholding in B&J Holdings Limited the same restrictions on disposals as apply to the Ordinary Shares held by B&J Holdings Limited.

13.5 Registrar Agreement Pursuant to the Registrar Agreement dated 20 May 2015, Capita (the “Registrar”) has been appointed to act as the Company’s registrar and to perform share registration services and certain related matters. Under the Registrar Agreement the Registrar shall be entitled to a fee of €2.50 per shareholder account subject to a minimum annual fee of €3,250 and to additional fees in respect of other services, including processing transfers, allotments and dividends and attending at shareholder meetings. There is no maximum amount payable under the Registrar Agreement. The Registrar will also be entitled to recover reasonable disbursement costs. The Registrar Agreement is for a fixed term of three years and thereafter will continue until terminated by either party giving not less than 6 months’ notice.

13.6 Relationship Agreement On 16 June 2015 the Company entered into a Relationship Agreement with B&J Holdings Limited, Bob Etchingham and Joe Barrett whereby B&J Holdings Limited has agreed to exercise all voting rights and other powers of control available to it in relation to the Company so as to procure (insofar as it is able to do so by the exercise of those voting rights and powers) that at all times during the term of the Relationship Agreement, inter alia, (a) the Group and its business shall be managed for the benefit of Shareholders as a whole and independently of B&J Holdings Limited and its associates; (b) transactions and arrangements with B&J Holdings Limited (and/or any of its associates) will be conducted at arm’s length and on normal commercial terms; (c) neither B&J Holdings Limited nor any of its associates will take any action that would have the effect of preventing the Company from complying with its obligations under the ESM Rules and/or the AIM Rules; and (d) neither B&J Holdings Limited nor any of its associates will propose or procure the proposal of a shareholder resolution which would have the effect of circumventing the proper application of the ESM Rules and/or the AIM Rules. The Relationship Agreement shall terminate with respect to B&J Holdings Limited if B&J Holdings Limited together with its associates ceases to exercises or controls the exercise of 22 per cent. or more of the votes (excluding treasury shares) able to be cast at general meetings on all, or substantially all, matters of the Company. In addition, the Relationship Agreement shall terminate immediately if, inter alia, the Ordinary Shares cease to be admitted to trading on ESM and AIM.

134 13.7 Syndicated Facilities Agreement The Company is party to an LMA (Loan Market Association) form facility agreement dated 16 July 2013 as amended and restated pursuant to an amendment and restatement agreement dated 28 May 2014 and as further amended and restated pursuant to an amendment and restatement agreement dated 16 March 2015 (the “Syndicated Facilities Agreement”) with Ulster Bank Ireland Limited as facility agent (the “Facility Agent”) and Ulster Bank Ireland Limited and Allied Irish Banks, p.l.c. as lenders (the “Lenders”) pursuant to which the Lenders made available the following loan facilities (the “Syndicated Facilities”) to the Company as sole borrower: (a) a term loan facility of up to €37,420,000 and £9,710,000 for the purpose of refinancing previously existing indebtedness of the Group and for the general corporate and working capital requirements of the Group (the “Term Loan”); and (b) a revolving credit facility of up to €25,000,000 for the purpose of funding capital expenditure and for the general corporate and working capital requirements of the Group (the “Revolving Facility”) comprising a tranche in the amount of €15,000,000 (“Tranche 1”) and a tranche in the amount of €10,000,000 (“Tranche 2”).

The Term Loan is repayable by way of semi-annual instalments on 30 September and 31 March in each year with the final balance outstanding under the Term Loan falling due on 31 March 2020. Amounts outstanding under the Revolving Facility are generally repayable at the end of each interest period (which is a period of three months) unless “rolled” over into the next interest period. The expiry date for Tranche 1 of the Revolving Facility is 31 March 2020 and for Tranche 2 of the Revolving Facility is 31 March 2017 and all amounts outstanding under both tranches are repayable on those dates. In addition, the Company has the option (subject to conditions) to extend Tranche 2 up to a maximum possible maturity date of 31 March 2020. Commitment fees are payable quarterly in arrears on the unused amount of Tranche 1 and Tranche 2 of the Revolving Facility. The Placing will not in itself trigger a requirement to mandatorily prepay the Syndicated Facilities. However, if following Admission, a person or group of persons acting in concert (other than the existing shareholders as of 16 March 2015), gain control of 30 per cent. or more of the issued share capital, or 50 per cent. or more of the voting rights, in the Company, the Syndicated Facilities will be automatically cancelled and will become immediately due and payable. The Syndicated Facilities will be automatically cancelled and will become immediately due and payable if, without the consent of the Lenders, there is a change of control (other than as a result of the Placing), the Company incurs indebtedness other than as permitted by the Syndicated Facilities Agreement or a sale of substantially all of the assets of the Company or any member of the Group takes place. There are a number of restrictive covenants in the Syndicated Facilities Agreement which, subject to certain specified exemptions, prohibit the Company and all other members of the Group from incurring additional indebtedness from any other lender, providing guarantees, indemnities, loans or other security or entering into any transactions in respect of acquisitions, joint ventures or disposals unless the prior written consent of the Facility Agent is obtained. The Syndicated Facilities Agreement contains an LMA standard suite of events of default including, without limitation, events of default in relation to non-payment, breach of obligations, insolvency, cross default, material litigation etc. Upon the occurrence of an event of default which is continuing, the Facility Agent, acting on the instruction of the Lenders, has the right to cancel the Syndicated Facilities, to declare that the Syndicated Facilities are immediately due and payable and to instruct the security trustee to enforce the security documents.

The Syndicated Facilities are secured by a group guarantee and indemnity from all material group subsidiaries supported by debentures over all assets of the Company and all material group subsidiaries and share charges or equivalent over the shares in all material group subsidiaries.

135 14. LITIGATION No member of the Group is or has been engaged in any governmental, legal or arbitration proceedings (including any such proceedings, which are pending or threatened, of which the Board is aware), during the 12 months preceding the date of this Document, which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Group.

15. WORKING CAPITAL The Directors are of the opinion that, having made due and careful enquiry and taking into account the net proceeds to be received by the Company from the Placing, the working capital available to the Group will be sufficient for its present requirements, that is, for at least 12 months from Admission.

16. MANDATORY BIDS, SQUEEZE-OUT AND BUY-OUT RULES 16.1 Mandatory Bids Following Admission, the Company will be a public limited company incorporated in the Republic of Ireland and its Ordinary Shares will be admitted to trading on AIM and ESM. As a result, the Company will be subject to the provisions of the Irish Takeover Rules. The Irish Takeover Rules regulate certain acquisitions of the Company’s securities.

Rule 5 of the Irish Takeover Rules prohibits the acquisitions of securities or rights over securities in a company, such as the Company, in respect of which the Irish Takeover Panel has jurisdiction to supervise, if the aggregate voting rights carried by the resulting holding of securities the subject of such rights would amount to 30 per cent. or more of the voting rights of that company. If a person holds securities or rights over securities which in aggregate carry 30 per cent. or more of the voting rights, that person is also prohibited from acquiring securities carrying 0.05 per cent. or more of the voting rights, or rights over securities, in a 12 month period. Acquisitions by and holdings of concert parties must be aggregated. The prohibition does not apply to purchases of securities or rights over securities by a single holder of securities (including persons regarded as such under the Irish Takeover Rules) who already holds securities, or rights over securities, which represent in excess of 50 per cent. of the voting rights.

For so long as B&J Holdings Limited continues to be interested in more than 50 per cent. of the total voting share capital of the Company in issue, it may increase its aggregate interest in Ordinary Shares without the application of the restrictions under Rule 5.

Rule 9 of the Irish Takeover Rules provides that where a person acquires securities which, when taken together with securities held by concert parties, amount to 30 per cent. of more of the voting rights of a company, that person is required under Rule 9 to make a general offer – a ‘‘mandatory offer’’ – to the holders of each class of transferable, voting securities of the Company to acquire their securities. The obligation to make a Rule 9 mandatory offer is also imposed on a person (or persons acting in concert) who holds securities conferring 30 per cent. or more of the voting rights in a company and which increases that stake by 0.05 per cent. or more in any 12 month period. Again, a single holder of securities (including persons regarded as such under the Irish Takeover Rules) who holds securities conferring in excess of 50 per cent. of the voting rights in a company may purchase additional securities without incurring an obligation to make a Rule 9 mandatory offer. There have been no mandatory takeover bids nor any public takeover bids by third parties in respect of the share capital of the Company in the last financial year or in the current financial year to date.

Further details concerning B&J Holding Limited’s interests in the Company are set out in paragraph 8 of this Part 6.

136 16.2 Squeeze-out and buy-out rules Under the Companies Act, if an offeror were to acquire 80 per cent. of the issued share capital of a company within four months of making a general offer to shareholders, it could then compulsorily acquire the remaining 20 per cent. In order to effect the compulsory acquisition, the offeror would send a notice to outstanding shareholders telling them that it would compulsorily acquire their shares. Unless determined otherwise by the High Court of the Republic of Ireland, the offeror would execute a transfer of the outstanding shares in its favour after the expiry of one month. Consideration for the transfer would be paid to the company, which would hold the consideration on trust for the outstanding shareholders.

Where an offeror already owned more than 20 per cent. of the Company at the time that the offeror made an offer for the balance of the shares, compulsory acquisition rights would only apply if the offeror acquired at least 80 per cent. of the remaining shares that also represented at least 50 per cent. in number of the holders of those shares.

The Companies Act also give minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all of the issued share capital, and at any time before the end of the period within which the offer could be accepted, the offeror held or had agreed to acquire not less than 80 per cent. of the issued share capital, any holder of shares to which the offer related who had not accepted the offer could, by a written communication to the offeror, require it to acquire those shares. The offeror would be required to give any shareholders notice of their right to be bought out within one month of that right arising.

16.3 Concert parties Following Admission, under the Irish Takeover Rules, B&J Holdings Limited, the Company and the Directors will be presumed to be acting in concert. The application of this presumption may result in any of these concert parties being restricted in acquiring further securities in the Company. Following Admission, the Company may consult with the Irish Takeover Panel in respect of the application of this presumption and the restrictions on the acquisitions of further securities.

16.4 Substantial Acquisition Rules The Substantial Acquisition Rules are designed to restrict the speed at which a person may increase a holding of voting securities (or rights over such securities) of a company which is subject to the Irish Takeover Rules, including the Company. The Substantial Acquisition Rules prohibit the acquisition by any person (or persons acting in concert with that person) of shares or rights in shares carrying 10 per cent. or more of the voting rights in the Company within a period of 7 calendar days if that acquisition would take that person’s holding of voting rights to 15 per cent. or more but less than 30 per cent. of the voting rights in the Company.

16.5 Merger Control Legislation Under merger control legislation in the Republic of Ireland, any undertaking (or undertakings) proposing to acquire direct or indirect control of the Company through the acquisition of Ordinary Shares or otherwise must, subject to various exceptions and if certain financial thresholds are met or exceeded, provide advance notice of such acquisitions to the Competition and Consumer Protection Commission the fact of which would be available on the Competition and Consumer Protection Commission’s website. The financial thresholds to trigger mandatory notification are in the most recent financial year, subject to certain exceptions (primarily where the acquisition is a media merger): (a) the aggregate turnover in the Republic of Ireland of the undertakings involved in the merger or acquisition is not less than €50,000,000, and (b) each of at least two of the undertakings involved in the merger or acquisition has turnover in the Republic of Ireland of at least €3,000,000. Failure to notify either at all or properly is an offence (for the undertakings involved and in certain circumstances for the persons in control of the undertakings involved) under the laws of the Republic of Ireland. The Competition Acts 2002 – 2014, define “control” as existing if, by reason of securities, contracts or any other means, decisive influence is capable of being exercised with regard to the activities of a company (and control is regarded as existing, in particular, by (a) ownership of, or the right to use all or part of, the assets of an undertaking, or (b) rights or contracts which enable decisive influence to be exercised with

137 regard to the composition, voting or decisions of the organs of an undertaking). Under the laws of the Republic of Ireland, any transaction subject to the mandatory notification obligation set out in the legislation (or any transaction which has been voluntarily notified to the Competition and Consumer Protection Commission to protect such a transaction from possible challenge under the Competition Acts 2002-2014 if there is a competition law concern with such a transaction irrespective of the thresholds for a compulsory notification) will be void, if put into effect before the approval of the Competition and Consumer Protection Commission is obtained or before the prescribed statutory period following notification has expired.

17. NO SIGNIFICANT CHANGE Save as disclosed in this Document, there has been no significant change in the financial or trading position of the Group since 31 December 2014, being the date to which the audited financial information set out in Part 4 was prepared.

18. CONSENTS PricewaterhouseCoopers, a firm authorised and regulated by, and whose partners include members of, the Institute of Chartered Accountants in Ireland, has given and not withdrawn its consent to the inclusion in this Document of its accountants’ report in Part 4 of this Document in the form and context in which it appears and has authorised its report for the purposes of Schedule Two of the ESM Rules and Schedule Two of the AIM Rules. A written consent for this purpose is different from a consent filed with the Securities and Exchange Commission under section 7 of the Securities Act. As the Ordinary Shares have not been and will not be registered under the Securities Act, PricewaterhouseCoopers has not filed a consent under section 7 of the Securities Act, which is applicable only to transactions involving securities registered under the Securities Act.

Goodbody, which is regulated in the Republic of Ireland by the Central Bank of Ireland, has given and has not withdrawn its written consent to the issue of this Document with the inclusion herein of the references to its name in the form and context in which it appears.

Shore Capital, which is regulated in the United Kingdom by the Financial Conduct Authority, has given and has not withdrawn its written consent to the issue of this Document with the inclusion herein of the references to its name in the form and context in which it appears.

B&J Holdings Limited has given and has not withdrawn its written consent to the issue of this Document with the inclusion herein of the references to its name in the form and context in which it appears.

19. GENERAL 19.1 The total costs and expenses relating to Admission and payable by the Company are estimated to amount to approximately €4.8 million excluding value added tax.

19.2 The Placing will result in the existing Ordinary Shares as at the Latest Practicable Date being diluted by over 30.7 per cent.

19.3 The Ordinary Shares are in registered form and the liability of members of the Company is limited to the amount, if any, unpaid on their shares held by them in the capital of the Company.

194 Save as disclosed in this Document, the Directors are unaware of any exceptional factors which have influenced the Company’s activities.

19.5 Save as disclosed in this Document, there are no environmental issues that may be affected by the Company’s utilisation of the tangible fixed assets.

19.6 Save for investments in associates (See note 16 in Part B of Part 4), there are no investments by the Group which are significant.

138 19.7 PricewaterhouseCoopers, Chartered Accountants, One Spencer Dock, North Wall Quay, Dublin 1, is the Company’s independent auditor and audited the accounts of the Group for the financial years ended 31 December 2014 and 31 December 2013.

19.8 Phelan Prescott Chartered Accountants and Registered Auditors, Alton House, 4 Herbert Street, Dublin 2, was the Company’s independent auditor prior to the appointment of PricewaterhouseCoopers as the Company’s independent auditor and audited the accounts of the Group for the financial year ended 31 December 2012.

19.9 The historical financial information set out in Part 4 has been audited.

19.10 Save as disclosed in this Document, no person (excluding the Company’s professional advisers to the extent disclosed elsewhere in this Document and trade suppliers) in the 12 months preceding the Company’s application for Admission received, directly or indirectly, from the Company or has entered into any contractual arrangements to receive, directly or indirectly, from the Company on or after Admission any of the following: (a) fees totalling either £10,000, €14,000 or more; (b) securities in the Company with a value of either £10,000, €14,000 or more; or (c) any other benefit with a value of either £10,000, €14,000 or more at the date of Admission.

19.11 This Document has not been approved by the Central Bank of Ireland or the Financial Conduct Authority of the UK.

19.12 No New Ordinary Shares are being made available, in whole or in part, to the public in conjunction with the application for Admission.

19.13 Applegreen plc Ordinary Shares will be in registered form, and capable of being held in uncertificated form, and will be admitted to listing on AIM and ESM,

19.14 Where information has been sourced from a third party, this information has been accurately reproduced so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

19.15 There is no fixed date on which any Shareholders’ entitlements to dividends arises.

Dated: 16 June 2015

139 PART 7

TERMS AND CONDITIONS OF THE PLACING

1. INTRODUCTION Each person who is invited to and who chooses to participate in the Placing (including individuals, funds or others) (a “Placee”) confirms its agreement (whether orally or in writing) to the Joint Bookrunners to subscribe for or (as the case may be) purchase Ordinary Shares under the Placing and that it will be bound by these terms and conditions and will be deemed to have accepted them.

The Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as they (in their absolute discretion) see fit and/or may require any such Placee to execute a separate placing letter (“Placing Letter”).

2. AGREEMENT TO SUBSCRIBE FOR OR PURCHASE ORDINARY SHARES Conditional on, inter alia: (i) Admission occurring by no later than 8.00 a.m. on 19 June 2015 (or such later date as the Joint Bookrunners and the Company may agree, being no later than 31 July 2015); (ii) the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission; and (iii) the Joint Bookrunners confirming to the Placees their allocation of Ordinary Shares, a Placee agrees to become a member of the Company and agrees to irrevocably subscribe for or (as the case may be) purchase those Ordinary Shares allocated to it by the Joint Bookrunners at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

3. PAYMENT FOR ORDINARY SHARES Each Placee irrevocably undertakes to pay the Placing Price for the Ordinary Shares issued or sold to the Placee in the manner and by the time directed by the Joint Bookrunners or either of them. In the event of any failure by any Placee to pay as so directed and/or by the time required by the Joint Bookrunners, the relevant Placee shall be deemed hereby to have appointed the Joint Bookrunners or either of them or any nominee of the Joint Bookrunners as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the Ordinary Shares in respect of which payment shall not have been made as directed, and to indemnify the Joint Bookrunners and their respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales. A sale of all or any of such Ordinary Shares shall not release the relevant Placee from the obligation to make such payment for relevant Ordinary Shares to the extent that the Joint Bookrunners or either of them or their nominee has failed to sell such Ordinary Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, exceeds the Placing Price per Ordinary Share.

4. REPRESENTATIONS AND WARRANTIES By agreeing to subscribe for or (as the case may be) purchase Ordinary Shares under the Placing, each Placee which enters into a commitment to subscribe for or (as the case may be) purchase Ordinary Shares will (for itself and for any person(s) procured by it to subscribe for or purchase Ordinary Shares and any nominee(s) for any such person(s)) be deemed to irrevocably agree, undertake, represent and warrant to each of the Company and the Joint Bookrunners that: (a) in agreeing to subscribe for or (as the case may be) purchase Ordinary Shares under the Placing, it is relying solely on this Document, and where appropriate, the Placing Letter, and any supplementary admission document issued by the Company and not on any other information given, or representation or statement made at any time (including, without limitation, the roadshow presentation prepared by the Company or research by any third parties containing information about the Company) by any person concerning the Company, the Ordinary Shares, Placing or Admission. It agrees that neither the Company nor any of their affiliates or any of their respective directors, officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, representation or statement; (b) it acknowledges that the content of this Document is exclusively the responsibility of the Company and its Board and apart from the liabilities and responsibilities, if any, which may be imposed on any

140 of the Joint Bookrunners under any regulatory regime, none of the Joint Bookrunners nor any person acting on their behalf nor any of their affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Document nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the Ordinary Shares, Placing or Admission and none of the Joint Bookrunners nor any person acting on their behalf nor any of their affiliates will be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Document or otherwise; (c) if the laws of any territory or jurisdiction outside the United Kingdom and Ireland are applicable to its agreement to subscribe for or (as the case may be) purchase Ordinary Shares under the Placing, it warrants that it is a person to whom the Ordinary Shares may be lawfully offered under that other jurisdiction’s laws and regulations, it has complied with all such laws, obtained all governmental and other consents which may be required, it has complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Joint Bookrunners, any of their respective affiliates or any of their respective officers, agents or employees or partners acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom or Ireland in connection with the Placing; (d) it has all necessary capacity to acquire the Ordinary Shares pursuant to the Placing, it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for or purchase Ordinary Shares under the Placing and to perform its subscription or purchase obligations, it has carefully read and understands this Document and, if appropriate, the Placing Letter in its entirety, it is sufficiently knowledgeable to understand the risks of accepting a participation in the Placing, it is not relying on the Joint Bookrunners to advise it as to whether the Ordinary Shares are a suitable investment and it acknowledges that it is acquiring Ordinary Shares on the terms and subject to the conditions set out in this Part 7 and the Articles; (e) it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Ordinary Shares and it is not acting on a non-discretionary basis for any such person; (f) it agrees that, having had the opportunity to read this Document and, if appropriate the Placing Letter, it shall be deemed to have had notice of all information, undertakings, representations and warranties contained in this Document and, if appropriate the Placing Letter, that it is acquiring Ordinary Shares solely on the basis of this Document and, if appropriate the Placing Letter and no other information and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for or (as the case may be) purchase Ordinary Shares; (g) it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Document and, if appropriate the Placing Letter and any supplementary admission document and, if given or made, any information or representation must not be relied upon as having been authorised by the Joint Bookrunners; (h) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986; (i) if it is resident in the Republic of Ireland, it is a “qualified investor” (within the meaning of the Prospectus Regulations ) or is an existing client of Goodbody who has agreed to subscribe for or (as the case may be) purchase a minimum of €100,000; and (j) if it is in the United Kingdom (i) it has professional experience in matters relating to investments and meets the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or is a high net worth company, unincorporated association or partnership or trustee of high value trusts as described in Article 49(2) of the Order, and (ii) is a “qualified investor” as defined in section 86 of the Financial Services and Markets Act 2000, as amended; (k) if it is a resident in a member state of the European Economic Area (“EEA State”) (other than the United Kingdom or Republic of Ireland), it is a “qualified investor” within the meaning of the Prospectus

141 Directive; (l) if it is outside the United Kingdom and the Republic of Ireland, neither this Document nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for or (as the case may be) purchase Ordinary Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Ordinary Shares could lawfully be distributed to and subscribed or (as the case may be) purchased and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements; (m) in the case of any Ordinary Shares acquired by an investor as a financial intermediary within the meaning of the law in the relevant EEA State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive: (i) the Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant EEA State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Ordinary Shares have been acquired by it on behalf of persons in any relevant EEA State other than qualified investors, the offer of those Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons; (n) it has not offered or sold and will not offer or sell any Ordinary Shares subscribed for or (as the case may be) purchased in the Placing to, and is not applying for Ordinary Shares on behalf of, persons in the EEA except (i) “qualified investors” (within the meaning of the Prospectus Regulations) or (ii) otherwise in circumstances which have not resulted in or which will not result in an offer to the public within the meaning of the Prospectus Directive or the Prospectus Regulations in any EEA State or which would require the publication of a prospectus under the Prospectus Directive; (o) if it is a pension fund or investment company, its acquisition of the Ordinary Shares is in full compliance with applicable laws and regulations; (p) the Ordinary Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a document be cleared or approved in respect of any of the Ordinary Shares under the securities laws of the United States, the Republic of South Africa, Australia, Canada or Japan or any of their respective states, provinces or territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of South Africa, Australia, Canada or Japan or any of their respective states, provinces or territories or in any country or jurisdiction where any action for that purpose is required; (q) the Placee (i) is participating in the Placing in compliance with the selling and transfer restrictions set out in paragraph 5 of this Part 7 including the representations, warranties and agreements contained therein; (ii) acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered or distributed, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and (iii) is either (A) outside the United States and acquiring the Placing Shares in an “offshore transaction” (as defined in Regulation S) meeting the requirements of Regulation S, or (B) a QIB acquiring the Placing Shares for its own account, or for the account of one or more QIBs; (r) none of the Joint Bookrunners nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners or any of their affiliates and that the Joint Bookrunners and their affiliates do not have any duties or responsibilities to it for providing protections afforded to their respective clients or for providing advice in relation to the Placing or in respect of any representations, warranties, undertaking or indemnities contained in these terms or any Placing Letter; (s) that, save in the event of fraud on the part of the Joint Bookrunners, none of the Joint Bookrunners, their ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding

142 companies, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of the Joint Bookrunners’ role as nominated advisor, ESM advisor broker, placing agent and financial advisor or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof; (t) where it is subscribing for or (as the case may be) purchasing Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for or (as the case may be) purchase the Ordinary Shares for each such account; (ii) to make on each such account’s behalf the undertakings, representations, warranties and agreements set out in this Document; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or any of the Joint Bookrunners. It agrees that the provisions of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account; (u) it irrevocably appoints any Director or any director of the Joint Bookrunners to be its agent and on its behalf (without any obligation or duty to do so) to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for or (as the case may be) purchase of all or any of the Ordinary Shares for which it has given a commitment under the Placing, in the event of its own failure to do so; (v) it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Ordinary Shares for which valid applications are received and accepted are not admitted to trading on ESM or AIM (respectively) for any reason whatsoever then none of the Company, the Selling Shareholders, the Joint Bookrunners or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective directors, employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person; (w) in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom or subject to the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 in Ireland; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (the “Money Laundering Directive”); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive; (x) it acknowledges that due to anti money laundering and the countering of terrorist financing requirements, the Joint Bookrunners and/or the Company may require proof of identity of a Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes the Joint Bookrunners and/or the Company may refuse to accept the application and the subscription or (as the case may be) purchase monies relating thereto. It holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it or has not been provided on a timely basis; (y) the Joint Bookrunners and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf); (z) its name and its participation in the Placing may be disclosed, if required, by law or any applicable rules or regulations including the AIM Rules or ESM Rules or in such other circumstances as the Joint Bookrunners may consider appropriate; and

143 (aa) it is acting as principal and for no other person and its acceptance of a Placing commitment will not give any other person a contractual right to require the issue by the `Company of any of the Ordinary Shares.

The representations, undertakings and warranties contained in this Document are irrevocable. Each Placee acknowledges that Joint Bookrunners, the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations, undertakings or warranties made or deemed to have been made by its subscription of or (as the case may be) purchase of the Ordinary Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company.

Where a Placee or any person acting on behalf of it is dealing with any of the Joint Bookrunners, any money held in an account with either of the Joint Bookrunners on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA or the Central Bank of Ireland which therefore will not require the Joint Bookrunners to segregate such money, as that money will be held by the Joint Bookrunners under a banking relationship and not as trustee.

Any of the Joint Bookrunners’ clients, whether or not identified to the other Joint Bookrunners or any of their affiliates or agents, will remain that Joint Bookrunners’ sole responsibility and will not become clients of any of the other Joint Bookrunners or any of their affiliates or agents for the purposes of the rules of the FCA or the Central Bank of Ireland or for the purposes of any other statutory or regulatory provision.Each Placee accepts that the allocation of Ordinary Shares shall be determined by the Joint Bookrunners (following consultation with the Company) in their absolute discretion and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine.

Time shall be of the essence as regards its obligations to settle payment for the Ordinary Shares and to comply with its other obligations under the Placing.

5. SELLING AND TRANSFER RESTRICTIONS No action has been or will be taken in any jurisdiction (other than the Republic of Ireland and the United Kingdom) that would permit a public offer of the Ordinary Shares, or possession or distribution of this Document or any other offering material, in any country or jurisdiction where action for that purpose is required.

Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and this Document may not be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction.

Persons into whose possession this Document comes should inform themselves about and observe any restrictions on the distribution of this Document and the offer of Ordinary Shares contained in this Document. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Document does not constitute an offer to acquire any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

United States The Ordinary Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The Ordinary Shares are being offered and sold (i) outside the United States in reliance on Regulation S and (ii) in the United States only to persons reasonably believed to be QIBs in reliance on Rule 144A or another exemption from the registration requirements of the US Securities Act.

144 In addition, until 40 days after the commencement of the offering of the Ordinary Shares, an offer or sale of Ordinary Shares in the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an applicable exemption from registration under the US Securities Act.

Each purchaser to whom the Ordinary Shares are distributed, offered or sold will (on behalf of itself and on behalf of each investment account for which it is acting as fiduciary or agent) be deemed by its subscription for, or purchase of, Ordinary Shares, to have represented, warranted and agreed as follows: (a) it acknowledges that the Ordinary Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; (b) if the investor is outside the United States, the investor (i) is acquiring the Placing Shares in an “offshore transaction” (as defined in Regulation S) meeting the requirements of Regulation S, (ii) is acquiring the Placing Shares for investment purposes and not with a view to any further distribution of such Placing Shares, (iii) will not offer, sell or otherwise transfer any Placing Shares except in accordance with the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States, and (iv) acknowledges that the Company may not recognise any offer, sale or other transfer of the Placing Shares made other than in compliance with the above-mentioned restrictions; (c) if the investor is in the United States, the investor (i) is a QIB acquiring the Placing Shares for its own account, or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations, warranties, undertakings, agreements and acknowledgements set forth herein, (ii) is acquiring the Placing Shares for investment purposes and not with a view to any further distribution of such Placing Shares, (iii) is aware and each beneficial owner of such Placing Shares has been advised that the offer and sale of the Placing Shares to it is being made in reliance on Rule 144A or another exemption from the registration requirements of the US Securities Act, (iv) is aware that the Placing Shares are being offered in the United States in a transaction not involving any public offering in the United States within the meaning of the US Securities Act, (v) will not offer, sell, resell, pledge, deliver, distribute or otherwise transfer any Placing Shares except (A) to a person whom it and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (B) in an “offshore transaction” meeting the requirements of Rule 903 or Rule 904 of Regulation S, (C) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available) or (D) pursuant to an effective registration statement under the US Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States, (vi) acknowledges the Placing Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares, (vii) will not deposit or cause to be deposited any Placing Shares into any unrestricted depositary receipt facility established or maintained by a depositary bank so long as such Placing Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, (viii) acknowledges that the Company may not recognise any offer, sale or other transfer of the Placing Shares made other than in compliance with the above-stated restrictions, (ix) agrees that it will give to each person to whom it transfers Placing Shares notice of the above restrictions or transfer of the Placing Shares and (x) acknowledges that the Placing Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE “US SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, DELIVERED, DISTRIBUTED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE US SECURITIES ACT (A “QIB”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN AN “OFFSHORE TRANSACTION” MEETING THE REQUIREMENTS OF RULE 903

145 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE US SECURITIES ACT FOR THE RESALE OF THIS SECURITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK; (d) it has received, carefully read and understands this Document, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Document or any other presentation or offering materials concerning the Ordinary Shares to any persons in the United States, nor will it do any of the foregoing; (e) it is aware and acknowledges that the representations, undertakings and warranties contained in this Document are irrevocable. It acknowledges that the Company, the Joint Bookrunners and their respective directors, officers, agents, employees, advisors and others will rely upon the truth and accuracy of the foregoing representations and agreements; and (f) if any of the representations or warranties made or deemed to have been made by its subscription or purchase of the Ordinary Shares are no longer accurate or have not been complied with, it will immediately notify the Company and the Joint Bookrunners, and if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and it has full power to make, and does make, such foregoing representations, warranties and agreements on behalf of each such account.

Prospective purchasers are hereby notified that sellers of the Ordinary Shares may be relying on the exemption from the provisions of section 5 of the US Securities Act provided by Rule 144A.

European Economic Area In the Republic of Ireland this Document is being distributed being distributed to, and is directed only at “qualified investors” (as defined in regulation 2(1) of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended)).

In the United Kingdom this Document is being distributed to, and is directed only at qualified investors (as defined in Section 86 (7) of the FSMA) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the FP Order, or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the FP Order and persons within the United Kingdom who receive this Document (other than persons falling within (i) and (ii) above) should not rely on or act upon this Document.

In relation to each member state of the European Economic Area which has implemented the European Parliament and Council Directive 2003/71/EC of 4 November 2003 (each, a “Relevant Member State”), except for the Republic of Ireland and the United Kingdom, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”), no Ordinary Shares have been offered or will be offered pursuant to the Placing to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that Relevant Member State, or where appropriate approved in another Relevant Member State and notified to the competent authority in that Relevant Member State all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any Ordinary Shares to the public may be made at any time with effect from and including the Relevant Implementation Date under the following exemptions under the Prospectus Directive if they have been implemented in the Relevant Member State: A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

146 B. to fewer than 150, or, if the Relevant Member State has not implemented the relevant provision of the Directive 2010/73/EU, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State; or C. in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression “an offer to the public” in relation to any offer of Ordinary Shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

6. SUPPLY AND DISCLOSURE OF INFORMATION If any of the Joint Bookrunners, the Registrars, the Company or any of their agents request any information in connection with a Placee’s agreement to subscribe for or (as the case may be) purchase Ordinary Shares under the Placing or in order to comply with any relevant legislation, such Placee must promptly disclose it to them.

7. MISCELLANEOUS The rights and remedies of the Joint Bookrunners, the Registrars and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If the Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee’s risk. They may be returned by post to such Placee at the address notified by such Placee.

Each Placee agrees to be bound by the Articles (as amended from time to time) once the Ordinary Shares, which the Placee has agreed to subscribe for or (as the case may be) purchase pursuant to the Placing, have been acquired by the Placee.

In the case of a joint agreement to subscribe for or (as the case may be) purchase Ordinary Shares under the Placing, references to a “Placee” in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

The Joint Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined.Each Placee agrees that its obligations pursuant to these terms and conditions are not capable of termination or rescission in any circumstances.

The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement (which include but are not limited to those set out in paragraph 2 of this Part 7 (Terms and Conditions of the Placing) above), and such agreement not having been terminated. Each Joint Bookrunner has the right not to waive any such condition or terms and shall exercise that right without recourse, reference, duty or liability to Placees. Further details of the terms of the Placing Agreement are contained in paragraph 13.1 of Part 6.

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