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 Union (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act 1995 (as amended), or otherwise duly qualified in your jurisdiction. This Document does not constitute an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of FSMA or otherwise. This Document does not comprise a prospectus for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended), Regulation (EC) 809/2004 implementing Directive 2003/71/EC and Regulation (EU) 2017/1129 (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. This Document comprises an admission document in relation to AIM, a market operated by the London Stock Exchange (“AIM”), and ESM, a market operated by Euronext Dublin (“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 Transaction, Admission and Placing. AIM and the ESM are both markets designed primarily for growth companies or 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 Euronext Dublin (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 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 on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange 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 Euronext Dublin on admission in the form set out in Schedule 2 to the Rules for ESM Advisers. Euronext Dublin has not itself examined or approved the contents of this Document. You should read the entire text of this Document. Your attention is drawn to the Risk Factors set out in Part 2 (Risk Factors) of this Document which 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 Enlarged Share Capital 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 25 October 2018.

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

Proposed acquisition of a majority stake in Welcome Break Proposed placing of 28,782,895 New Ordinary Shares at a price of €6.08 (approximately 543 pence) per New Ordinary Share Proposed Admission of the Enlarged Share Capital to trading on AIM and ESM and Notice of Extraordinary General Meeting

Financial Adviser, ESM Adviser, Joint Global Coordinator, Nominated Adviser, Joint Global Coordinator, Joint Bookrunner and Joint Broker Joint Bookrunner and Joint Broker Ordinary Share Capital immediately following Admission Issued and fully paid Number Amount Ordinary Shares of €0.01 each 120,496,053 €1,204,961

Goodbody Stockbrokers UC (“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 Goodbody is acting exclusively for the Company in connection with the 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. Goodbody accepts no liability whatsoever for the accuracy of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. Goodbody has not authorised the contents of, or any part of, this Document and no liability whatsoever is accepted by Goodbody for the accuracy of any information or opinions contained in this Document or for the omission of any information from this Document. Shore Capital and Corporate Limited (“SCC”), which is authorised and regulated by the Financial Conduct Authority, has been appointed 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 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. SCC and SCS accept no liability whatsoever for the accuracy of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. SCC and SCS have not authorised the contents of, or any part of, this Document and no liability whatsoever is accepted by SCC and SCS for the accuracy of any information or opinions contained in this Document or for the omission of any information from this Document. The responsibilities of SCC as Nominated Adviser under the AIM Rules and the AIM Rules for Nominated Advisers, and Goodbody as ESM Adviser under the ESM Rules and the Rules for ESM Advisers, are owed solely to the London Stock Exchange and Euronext Dublin, respectively, and are not owed to the Company or any Director of the Company or to any other person in respect of their decision to acquire or subscribe for Ordinary Shares in the Company in reliance on any part of this Document. No representation or warranty, express or implied, is made by SCC or Goodbody as to the contents of this Document, or for the omission of any material from this Document. The Directors of the Company, whose names and functions appear on page 9 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 “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. Copies of this Document and documents incorporated by reference into this Document which is dated 28 September 2018, will be available on the Company’s website at www.applegreenstores.com from the date of this Document. 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 UC at Ballsbridge Park, Ballsbridge, Dublin 4, Ireland and at Shore Capital & Corporate Limited, Bond Street House, 14 Clifford Street, London W1S 4JU, 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.

Presentation of Financial Information The Group publishes its financial statements in euro. The Welcome Break Group publishes its financial statements in pounds sterling. 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: Latest FY2015 FY2016 FY2017 Practicable Date Closing rate GBP 0.7340: €1.00 GBP 0.8562: €1.00 GBP 0.8872: €1.00 GBP 0.8929: €1.00 Average rate GBP 0.7259: €1.00 GBP 0.8195: €1.00 GBP 0.8767: €1.00 Closing rate USD 1.0887: €1.00 USD 1.0541: €1.00 USD 1.1993: €1.00 USD 1.1707: €1.00 Average rate USD 1.1095: €1.00 USD 1.1069: €1.00 USD 1.1297: €1.00

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.

Brokers’ Dealings In connection with the Placing, Goodbody or SCS or any of their respective affiliates acting as an investor for its own account may purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities, any other securities of the Company

3 or other related investments in connection with the Placing or otherwise. Accordingly, references in this Document to the Ordinary Shares being placed should be read as including any placing to Goodbody, SCS or any of their respective affiliates acting as an investor for its own accounts. Goodbody and SCS do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

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.

Market and Financial Information The data, statistics and information and other statements in this Document regarding the markets in which the Enlarged Group operates, or its position therein, are based on the Company’s records or are taken or derived from statistical data and information derived from the sources described in this Document.

Market, economic and industry data used throughout this Document are derived from various industry and other independent sources. Where third-party information has been used in this Document, the Company confirms that such information has been accurately reproduced and, so far as it is aware, has been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

In relation to these sources, such information has been accurately reproduced from the published information, and, so far as the Directors are aware and are able to ascertain from the information provided by the suppliers of these sources, no facts have been omitted which would render such information inaccurate or misleading.

Currency Presentation Unless otherwise indicated, all references in this Document to “pounds”, “pounds sterling”, “£”, “pence” or “p” are to the lawful currency of the United Kingdom, all references to “$”, “US$”, “USD” or “US Dollar(s)” are to the lawful currency of the United States, all references to “€” or “euro” are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

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.

4 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”, “envisages”, “forecasts”, “potential”, “predicts”, “projects”, “would”, “could” or “should” (or, in each case, their negatives or other variations or comparable terminology). These forward looking statements appear in a number of places throughout this Document and include, but are not limited to, all statements other than statements of historical fact contained in this Document, including, without limitation, those regarding the current beliefs and expectations of the Company concerning, among other things, the Group’s and the Welcome Break Group’s future financial position and results of operations, financial condition, liquidity, prospects, growth strategies, business strategy, plans, objectives, goals, targets and future developments in the markets in which the Group and the Welcome Break Group operates or are seeking to operate. 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, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements 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 and future business strategy, plans and the other objectives of management for future operations, the environment in which the Group and the Welcome Break Group will operate in the future and estimates and projections of the Group’s and the Welcome Break 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 the Welcome Break Group or industry results to differ materially from those expressed or implied in forward looking statements. Such factors include, but are not limited to, those described in the Risk Factors in Part 2 of this Document. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Group’s and the Welcome Break Group’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, no reliance should be placed on forward-looking statements. Save as required by law or the AIM Rules or the ESM Rules, the Company and the Directors undertake no obligation to publicly update these forward looking statements or Risk Factors and will not publically release the results of any revisions it may make to any of these forward looking statements or Risk Factors 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. Forward looking statements in this Document containing Directors’ beliefs concerning, inter alia, the benefits of the Transaction on revenues, costs, EBITDA, earnings and cash flows do not constitute profit forecasts, nor should they be interpreted to mean that the future adjusted EPS, profits, margins and/or cashflow of Applegreen or the Enlarged Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of Applegreen.

5 TABLE OF CONTENTS

IMPORTANT INFORMATION 3

FORWARD-LOOKING STATEMENTS 5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 7

PLACING STATISTICS 8

DIRECTORS, SECRETARY AND ADVISERS 9

DEFINITIONS 11

GLOSSARY OF BUSINESS DEFINITIONS 24

PART 1: LETTER FROM THE CHAIRMAN OF APPLEGREEN 26

PART 2: RISK FACTORS 36

PART 3: INFORMATION ON APPLEGREEN 52

PART 4: INFORMATION ON WELCOME BREAK 65

PART 5: FURTHER INFORMATION ON THE TRANSACTION, THE ENLARGED GROUP AND THE PLACING 72

PART 6: HISTORICAL FINANCIAL INFORMATION 86 Section A: Applegreen Historical Financial Information 86 Section B(i): Accountant’s Report on Welcome Break Historical Financial Information 88 Section B(ii): Welcome Break Historical Financial Information 90

PART 7: UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP 137

PART 8: TAXATION 142

PART 9: ADDITIONAL INFORMATION 148

PART 10: NOTICE OF EXTRAORDINARY GENERAL MEETING 180

6 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document 28 September 2018

Recommencement of trading in the Existing Ordinary Shares 28 September 2018

Latest time and date for receipt of forms of proxy 10.00 a.m. on 22 October 2018

Date of EGM 24 October 2018

Allotment and Issue of the New Ordinary Shares 25 October 2018

Admission becomes effective and dealings in the Enlarged Share Capital expected to commence on AIM and ESM 25 October 2018

CREST accounts credited with uncertificated shares (as applicable) 25 October 2018

Expected latest date for despatch of definitive share certificates (as applicable) 25 October 2018

Expected Completion of the Transaction 31 October 2018

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

7 PLACING STATISTICS

Placing Price per New Ordinary Share €6.08 (approximately 543 pence)(3)

Number of Ordinary Shares in issue immediately prior to the Placing 91,713,158

Number of New Ordinary Shares being offered pursuant to the Placing 28,782,895

Number of Ordinary Shares in issue immediately following Admission 120,496,053

New Ordinary Shares as a percentage of the Enlarged Share Capital 23.9 per cent.

Estimated gross proceeds of the Placing €175 million (£156.3 million)(3)

Estimated net proceeds(1) €169 million (£150.9 million)(3)

Market capitalisation of the Company at the Placing Price following Admission(2) €732.6 million (£654.1 million)(3)

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

Legal Entity Identifier 635400C4XYHVIFHDZH17

FISN Number APPLEGRN/SHS VTG FPD EUR0.01

CFI Code ESVUFR

Notes: (1) The estimated net proceeds receivable by the Company is stated after the deduction of commission and expenses payable by 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). (2) Based on the Enlarged Share Capital and the Placing Price of €6.08 per New Ordinary Share. (3) For reference purposes only, the following exchange rates were prevailing as at the Latest Practicable Date: £1.00: €1.12.

8 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) Niall Gearoid Dolan (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 Niall Dolan

Registered Office Block 17 Joyce Way Parkwest Dublin 12 D12 F2V3 Ireland

Financial Adviser, ESM Adviser, Goodbody Stockbrokers UC Joint Global Coordinator, Ballsbridge Park Joint Bookrunner and Ballsbridge Joint Broker Dublin 4 Ireland

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

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

Auditor PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland

Reporting Accountant PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom

Legal Adviser to the Company Arthur Cox as to the laws of the Ten Earlsfort Terrace Republic of Ireland Dublin 2 D02 T380 Ireland

Legal Adviser to the Company Kerman & Co. LLP as to English Law in respect of 200 Strand the Admission and the London WC2R 1DJ AIP Transaction United Kingdom

9 Legal Adviser to the Company Gibson, Dunn & Crutcher UK LLP as to US Law Telephone House 2-4 Temple Avenue London EC4Y 0HB United Kingdom

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 D02 X576 Ireland

Legal Adviser to Shore Capital Simmons & Simmons LLP and Goodbody as to English CityPoint and US Law 1 Ropemaker Street London EC2Y 9SS United Kingdom

Registrars Link Asset Services Link Registrars Limited 2 Grand Canal Square Dublin 2 D02 A342 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

10 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;

“1996 Regulations” the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996, (S.I. No. 68 of 1996) including any modification thereof or any regulations in substitution therefore made under section 239 of the Companies Act 1990 and for the time being in force;

“2007 Plan” the Applegreen 2007 Share Option Plan;

“2014 Share Option Scheme” a share option scheme operated by the Company as described in paragraph 12.2 of Part 9 (Additional Information) of this Document;

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

“Acquisition” the acquisition of shares in AGL from NIBC and of unsecured subordinated Eurobond fixed rate notes issued by AEL under the NIBC Agreement;

“Acquisition Agreements” together, the NIBC Agreement, the Management Warranty Deed and the Warranty and Indemnity Insurance Policy;

“Acquisition Refinancing” the new debt facilities of €300 million (including a €150 million revolving credit facility and separately a €150 million term loan facility);

“Admission” admission and/or re-admission of the Ordinary Shares (including the New Ordinary Shares) to trading on AIM and ESM becoming effective in accordance with the AIM Rules and the ESM Rules respectively;

“AEL” Appia Europe Limited, a company incorporated in England and Wales (registered number 064903232), whose registered office is at Vantage Court, Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ United Kingdom;

“AGL”or“Welcome Break” Appia Group Limited, a company incorporated in Jersey under registration number 99865 and having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG;

“AGL Consideration” the AGL Base Purchase Price plus an amount equal to interest at a rate of 4 per cent. per annum accruing on the AGL Base Purchase Price from and including 2 August 2018 to and including the date of the NIBC Completion, such amount to be adjusted for any leakage unless the leakage is permitted under the NIBC Agreement;

“AGL A Shares” the A ordinary shares of no par value in the capital of AGL;

“AGL B Shares” the B ordinary shares of no par value in the capital of AGL;

11 “AGL Base Purchase Price” approximately €361.8 million payable by the Company pursuant to the NIBC Agreement;

“AGL Board Reserved Matters” the matters listed in the AGL Shareholders’ Agreement which require AGL Investor Director Consent;

“AGL First Side Letter” the side letter deed dated 5 October 2017 between, inter alia, WB LP and NIBC;

“AGL Investor Consent” the written approval of AGL Investors who, in aggregate, hold 70 per cent. or more of the total number of AGL A Shares held by the AGL Investors entitled to vote on the matter or the approval by the AGL Investor Directors appointed by such AGL Investors at a board meeting of AGL;

“AGL Investor Director Consent” the written approval of AGL Investor Directors appointed by AGL Investors who hold not less than 66 per cent. of the total AGL A Shares held by the AGL Investors;

“AGL Investor Directors” directors of AGL appointed by AGL Investors pursuant to the AGL Shareholders’ Agreement;

“AGL Investors” NIBC and WB LP;

“AGL Lead Investor” NIBC, for so long as it holds more than 50 per cent. of the total number of AGL A Shares held by the AGL Investors;

“AGL Locked Box Accounts” the audited consolidated balance sheet and profit and loss account of AGL as at and for the financial period ended on 30 January 2018;

“AGL Preference Shares” the preference shares of no par value in the capital of AGL;

“AGL Second Side Letter” the side letter deed dated on or about 24 July 2018 between, inter alia, NIBC, AGL, AEL and WB LP;

“AGL Shareholder Instruments” include AGL A Shares and preference shares in AGL, rights to subscribe for shares in an AGL group company, loan instruments (including the Notes) and instruments of indebtedness issued by an AGL group company in connection with share issues;

“AGL Shareholders’ Agreement” the shareholders’ agreement originally entered into on 28 March 2008 by AGL, AEL, Appia Finance Limited, Appia Finance 2 Limited, Appia Investments Limited and with certain persons referred to therein as the Investors, in relation to AGL, as amended and restated on 19 April 2013 and further amended on 11 May 2017 and 5 October 2017;

“AGL Shares” the AGL A Shares, the AGL B Shares and the AGL Preference Shares;

“AIG” AIG Europe Limited;

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

12 “AIP Additional Equity Investment” the investment of approximately £80 million into Welcome Break by Welcome Break Investors with the intention (subject to the approval of the relevant Welcome Break lenders) to repay junior debt within Welcome Break;

“AIP Agreement” the sale and purchase and subscription agreement dated 2 August 2018 between the Company and Welcome Break Investors relating to AGL, details of which are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“AIP Completion” completion of the AIP Transaction (other than the AIP Options) and which shall occur simultaneously immediately following the completion of the purchase by the Company of the Target Interests pursuant to the NIBC Agreement;

“AIP Conditions” the conditions set out in the AIP Agreement as described in paragraph 4 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“AIP ECL Condition” the condition in the AIP Agreement that Welcome Break Investors have received from certain investors executed equity commitment letters substantially in the agreed form;

“AIP Options” the options granted by Welcome Break Investors to the Company pursuant to the AIP Agreement as described in paragraph 4 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“AIP Sale” the sale by Applegreen of approximately 8.6 per cent. of the share capital of AGL for €56.5 million pursuant to the AIP Agreement;

“AIP Target Interests” AGL Shares and Notes or such securities representing such AGL Shares or Notes in the event that any of the AGL Shares or Notes are the subject of any reorganisation prior to the completion of the purchase of or subscription for such AGL Shares or Notes in accordance with the terms of the AIP Agreement and references to percentage of AIP Target Interests means the stated percentage of each class of the issued AGL Shares and of the issued Notes;

“AIP Transaction” the various transactions which are being effected under the AIP Agreement;

“AIP Transaction Documents” the AIP Agreement and the agreements to be entered into pursuant to the AIP Agreement;

“Applegreen UK Business the Applegreen assets which are subject to the Applegreen UK Transfer Assets” Business Transfer;

“Applegreen UK Business Transfer” the transfer of Applegreen’s UK MSA assets and TRSA assets deemed suitable for transfer and UK development pipeline to Welcome Break in exchange for the issuance of further equity in Welcome Break to Applegreen which is being effected pursuant to the AIP Agreement;

“Articles”or“Articles of the articles of association of the Company, as amended from time Association” to time and in effect at the date of this Document;

13 “Audit Committee” the audit committee of the Company as described in paragraph 9.3 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing);

“Awards” Conditional Awards, Forfeitable Share Awards, Restricted Share Awards, Options and Cash Awards under the LTIP;

“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 and which is an entity controlled by Bob Etchingham and Joe Barrett (being the Chief Executive Officer and Chief Operating Officer of the Company respectively);

“Board”or“Directors” the directors of the Company, whose names as at the date of this Document are set out on page 9 of this Document, including any duly constituted committee of the Directors;

“Brandi Group” a 42 site retail operation based in Columbia, South Carolina in the US acquired by Applegreen in 2017;

“Carsley Group” a seven site forecourt retail operation based in the UK which was acquired by Applegreen in October 2017;

“Cash Award” a right to receive a cash amount which relates to the value of a certain number of notional shares under the LTIP;

“CGT” capital gains tax;

“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, D12 F2V3, Ireland;

“Completion” completion of the Transaction;

“Conditional Award” a conditional right to acquire shares under the LTIP;

“CPI” consumer price index;

“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 mediation thereof or any regulations in substitution under Section 1086 of the Act;

“Deferred Transfer Assets” one or more of the Applegreen UK Business Transfer Assets which cannot be transferred to AGL on the date of the AIP Completion due to a Third Party Consent not being available;

“Development Assets” the UK pipeline development assets comprised in the Applegreen UK Business Transfer Assets;

“Document” this Document issued by the Company in relation to the Transaction, Admission and the Placing;

14 “EGM” the extraordinary general meeting of the Company to be held on 24 October 2018, in connection with the Transaction and the Placing;

“EGM Notice” means the notice of the EGM set out at the end of this Document;

“Eligible Persons” the full-time employees, part-time employees, directors and consultants of companies within the Group that are eligible to participate in the Scheme;

“Enlarged Group” the Group as enlarged by the Transaction;

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

“ESM” the Enterprise Securities Market operated and regulated by Euronext Dublin;

“ESM Rules” the ESM Rules for Companies published by Euronext Dublin;

“EU” the European Union;

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

“Euronext Dublin” the Irish Stock Exchange plc, trading as Euronext Dublin;

“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 Niall Dolan, the Chief Financial Officer;

“Existing Facilities Agreement” the facilities 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 to which the Company is a party with Ulster Bank Ireland Limited (now Ulster Bank Ireland Designated Activity Company) as facility agent, and Ulster Bank Ireland Limited (now Ulster Bank Ireland Designated Activity Company) and Allied Irish Banks, plc as lenders, pursuant to which certain term and revolving loan facilities were made available to the Company as sole borrower;

“Existing Ordinary Shares” the 91,713,158 Ordinary Shares in issue as at the Latest Practicable Date;

“Expiration Date” under the Scheme, the date which fall seven years from the date the option was granted or such shorter term as the Board determines;

“Facility Agent” National Westminster Bank plc;

“FCA” the Financial Conduct Authority of the UK;

“Forfeitable Share Awards” an award of shares which is subject to forfeiture under the LTIP;

“FSMA” the Financial Services and Markets Act 2000;

“Funding Documents” the Standby Underwriting Agreement, the Underwriting Agreement, the Mandate Letter and the Syndicated Facilities Agreement;

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

15 “GDPR” the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016;

“Goodbody” or “ESM Adviser”or Goodbody Stockbrokers UC; “Financial Adviser”

“Group” the Company and its subsidiaries prior to the Transaction, or, if applicable, the Acquisition;

“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;

“IPO” the initial public offering of the Company in June 2015;

“Ireland” the island of Ireland which includes the Republic of Ireland and Northern Ireland and “Irish” shall be construed accordingly save in Part 8 (Taxation) of this Document where it means the Republic of Ireland and “Irish” shall be construed accordingly;

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

“Joint Bookrunners” Goodbody and SCS;

“Joint Brokers” Goodbody and SCS;

“Joint Global Coordinators” Goodbody and SCS;

“Latest Practicable Date” the latest practicable date prior to the publication of this Document, being 27 September 2018;

“Lenders” Ulster Bank Ireland DAC, NatWest Markets plc and Lloyds Bank plc;

“Link” Link Asset Services, Link Registrars Limited, 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, D02 A342, Ireland;

“LMA” Loan Market Association;

“London Stock Exchange” London Stock Exchange plc;

“LTIP” the Applegreen plc 2015 Long Term Incentive Plan adopted by the Company as described in paragraph 12.3 of Part 9 (Additional Information) of this Document;

“Management Warranty Deed” the management warranty deed between the Company and the Warrantors dated 2 August 2018, details of which are set out in Paragraph 2 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

16 “Mandate Letter” means the mandate letter between (1) Ulster Bank Ireland DAC and Lloyds Bank Plc (as mandated lead arrangers); (2) Natwest Markets Plc and Lloyds Bank Plc (as the joint book runners and underwriters); and (3) the Company (as the borrower) dated 13 July 2018 in connection with the arranging and underwriting of the Syndicated Facilities Agreement;

“Market MAC Conditions” the conditions in the Underwriting Agreement relating to a market material adverse change;

“Memorandum”or“Memorandum the memorandum of association of the Company as amended from of Association” time to time and in effect at the date of this Document;

“MWD Warranties” the warranties set out in the Management Warranty Deed;

“New Ordinary Shares” the 28,782,895 Ordinary Shares which the Company is proposing to issue and allot pursuant to the Placing, such allotment being conditional upon Admission;

“New AGL Shareholders’ the new shareholders’ agreement to be put in place by the Agreement” Company and Welcome Break Investors and WB LP in relation to AGL which will govern their relationship after the AIP Completion and which will replace the AGL Shareholders’ Agreement;

“NIBC” NIBC European Infrastructure Fund I C.V., a limited partnership (commanditaire vennootschap) having its address at Carnegieplein 4, 2517 KJ The Hague, the Netherlands and registered in the trade register under number 27303170 acting through its general partner, NIBC Infrastructure Partners I B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) having its seat (zetel) in The Hague, the Netherlands, its address at Carnegieplein 4, 2517 KJ The Hague, the Netherlands and registered in the trade register under number 27298176;

“NIBC Agreement” the sale and purchase agreement dated 2 August 2018 between NIBC and the Company relating to AGL, details of which are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“NIBC Claim” claims relating to a breach of the NIBC General Warranties in the NIBC Agreement;

“NIBC Completion” completion of the sale and purchase of the Target Interests in accordance with the NIBC Agreement;

“NIBC Conditions” the conditions set out in the NIBC Agreement as described in paragraph 1 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“NIBC Fundamental Warranties” the warranties given by NIBC under the NIBC Agreement in relation to power, authority and capacity to enter into and perform obligations under the NIBC Agreement and the NIBC Transaction Documents, solvency, the validity and binding nature of the NIBC Agreement and the NIBC Transaction Documents and NIBC’s ownership of the shares and Eurobonds to be sold to the Company;

“NIBC General Warranties” has the meaning set out in paragraph 1 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

17 “NIBC Insured Warranties” the MWD Warranties relating to assets, material contracts, connected party arrangements, employees, pensions, property, litigation, tax, compliance, environmental notifications, finance and security arrangements, information technology/intellectual property/data protection, insurance and anti-money laundering/anti-corruption;

“NIBC Long Stop Date” 5pm on 2 December 2018;

“NIBC Shareholder Approval the Ordinary Shareholder Resolution being passed at the EGM; Condition”

“NIBC Transaction Documents” the NIBC Agreement and the agreements to be entered into pursuant to the NIBC Agreement;

“NIBC Transaction” the various transactions which are being effected under the NIBC Agreement;

“Nominated Adviser” Share Capital and Corporate Limited;

“Nomination Committee” the nomination committee of the Company as described in paragraph 9.3 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“Note Instrument” the loan note instrument constituting “Eurobond 14 per cent. Fixed Rate Notes due 2021” entered into by AEL dated 28 March 2008;

“Notes” the unsecured subordinated “Eurobond 14 per cent. Fixed Rate Notes due 31 March 2021” issued by AEL under the Note Instrument and listed on The International Stock Exchange together with any PIK Notes issued by AEL thereunder;

“Official List(s)” the official list maintained by the UK Listing Authority and/or the main securities market of Euronext Dublin, as the context may require;

“Operating Fee” the management fee to be paid to the Company as consideration for its management input of £1.5 million for 2019 and thereafter subject to review but to be not less than £1 million per annum;

“Option” an option to acquire shares at market value (determined as at the date of the grant of the option) under the LTIP;

“Option A Target Interests” 325,141 AGL A Shares, 16,793 AGL B Shares, 2,445,681 AGL Preference Shares and any Notes stapled to such AGL Shares held by a member of the Welcome Break Investors group representing 5 per cent. of the entire issued AIP Target Interests at the date of the AIP Agreement plus any PIK Notes issued after the date of the AIP Agreement in respect of the Notes referred to in this definition adjusted for any redemptions after the date of the AIP Agreement of such shares, Notes and/or PIK Notes;

“Option B Target Interests” 1,034,831 AGL A Shares, 53,451 AGL B Shares, 7,783,889 AGL Preference Shares and any Notes stapled to such AGL Shares held by a member of the Welcome Break Investors group representing 15.90 per cent. of the entire issued AIP Target Interests at the date of the AIP Agreement plus any PIK Notes issued after the date of the AIP Agreement in respect of the Notes referred to in this definition adjusted for any redemptions after the date of the AIP Agreement of such shares, Notes and/or PIK Notes;

18 “Ordinary Shareholder Resolution” an ordinary resolution of the shareholders of the Company to approve the Transaction in accordance with AIM and ESM Rule 14;

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

“PIK Notes” any “payment in kind” notes issued to noteholders under the Note Instrument in respect of interest payable by AEL on the Notes;

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

“Placing” the conditional placing by Goodbody and SCS, on behalf of the Company of 28,782,895 New Ordinary Shares;

“Placing Price” €6.08 (approximately 543 pence) per New Ordinary Share;

“Prohibited Territories” United States, 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 (as amended);

“Prospectus Regulations” Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended), Regulation (EC) 809/2004 implementing Directive 2003/71/EC and Regulation (EU) 2017/1129;

“QCA” the Quoted Companies Alliance;

“QCA Code” the QCA Corporate Governance Code published by the QCA from time to time;

“Recommendation” the unqualified and unanimous statement by the Board required to be included in this Document pursuant to the terms of the NIBC Agreement included in this Document: (i) that the Transaction is in the best interests of the Company; (ii) recommending that the Shareholders vote in favour of the Ordinary Shareholder Resolution; and (iii) confirming that all the Directors intend to vote their own beneficial shareholdings in the Company in favour of the Ordinary Shareholder Resolution;

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

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

“Relationship Agreement” the agreement dated 16 June 2015 between (1) B&J Holdings Limited, (2) Bob Etchingham, (3) Joe Barrett and (4) the Company;

“Remuneration Committee” the remuneration committee of the Company as described in paragraph 9.3 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“Reorganisation” the reorganisation of the corporate structure of the Group carried out in 2013;

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

“Restricted Share Awards” an award of shares which is subject to restrictions under the LTIP;

“Revolving Applegreen Facility” the revolving credit facility of up to €150 million for the purpose of refinancing the indebtedness under the Existing Facilities Agreement on completion of the Acquisition and for the general corporate purposes of the Group;

19 “Revolving Welcome Break Facility” the revolving credit facility of £10 million for the general corporate and working capital requirements of the WB Senior Group and the cash collateralisation of letters of credit which forms part of the WB Senior Facilities under the WB Senior Facilities Agreement;

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

“Scheme” the Applegreen 2014 Share Option Scheme;

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

“Securities Act” US Securities Act 1933;

“Shareholders” holders of Ordinary Shares;

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

“Standby Underwriting Agreement” the standby conditional underwriting agreement dated 2 August 2018 between (1) the Company (2) the Directors (3) SCC (4) SCS and (5) Goodbody relating to the Placing and Admission, replaced by the Underwriting Agreement;

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

“Syndicated Facilities” the Term Loan and the Revolving Applegreen Facility;

“Syndicated Facilities Agreement” the LMA form facility agreement dated 2 August 2018 to which the Company is a party with NatWest Markets plc and Lloyds Bank plc as mandated lead arrangers, Ulster Bank Ireland DAC, NatWest Markets plc and Lloyds Bank plc as original lenders, National Westminster Bank plc as agent, National Westminster Bank plc as facility agent and National Westminster Bank plc as security trustee pursuant to which the Syndicated Facilities were made available to the Company as sole borrower;

“Target Interests” the Target Shares and the Target Notes;

“Target Notes” the 171,999,831 Notes held by NIBC at the date hereof which represent 55.02 per cent. of the entire Notes in issue and any Notes issued to NIBC after 2 August 2018 and prior to the NIBC Completion;

“Target Shares” (a) the 3,577,768 A ordinary shares of no par value in the capital of AGL which represent 55.02 per cent. of the entire issued A ordinary shares in the capital of AGL; (b) the 184,792 B ordinary shares of no par value in the capital of the AGL which represent 55.02 per cent. of the entire issued B ordinary shares in the capital of AGL; and (c) the 26,911,591 preference shares of no par value in the capital of AGL which represent 55.02 per cent. of the entire issued preference shares in the capital of AGL, held by NIBC;

“Term Loan” the term loan facility of up to €150 million provided to Applegreen for the purpose of part financing the Acquisition;

“Third Party Consent” a third party consent or approval required to transfer the Applegreen UK Business Transfer Assets;

20 “TII” Transport Infrastructure Ireland, previously the 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;

“Transaction” together, the Acquisition and the AIP Transaction (if completed);

“Transaction Conditions” the AIP Conditions and the NIBC Conditions;

“Transfer Agreements” the formal business transfer agreements and share purchase agreements required to effect the transfer of the Applegreen UK Business Transfer Assets to the Welcome Break Group;

“Trust” Applegreen Employee Share Option Trust as described in paragraph 13 of Part 9 (Additional Information) of this Document;

“TSR” total shareholder return;

“UK Listing Authority” 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;

“Unaudited Pro Forma Financial the unaudited pro forma statement of net assets and the unaudited Information for the Enlarged pro forma income statement set out in Part 7 (Unaudited Pro Forma Group” Financial Information for the Enlarged Group) of this Document;

“uncertificated”or“in shares recorded on the register of members of the Company as uncertificated 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;

“Underwriting Agreement” the conditional agreement dated 28 September 2018 between (1) the Company (2) the Directors (3) SCC (4) SCS and (5) Goodbody relating to the Placing and Admission, further details of which are set out in Part 9 (Additional Information) of this Document;

“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;

“Warrantors” two non-executive directors appointed to the board of AGL by NIBC;

“Warranty and Indemnity the warranty and indemnity insurance policy between the Company Insurance Policy” and AIG dated 2 August 2018, details of which are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document;

“WB Business Plan” the current management business plan relating to the Welcome Break Group;

“WB Capex Facility” the term loan facility of £30 million for the purposes of financing and refinancing certain capital expenditure and the financing of specified acquisitions which forms part of the WB Senior Facilities under the WB Senior Facilities Agreement;

“WB Common Security” the common security package securing the WB Junior Facilities and the WB Senior Facilities;

21 “WB Facility A” the term loan facility of £300 million for the purposes of refinancing existing debt which forms part of the WB Senior Facilities under the WB Senior Facilities Agreement;

“WB Incremental Capex Facility” the incremental capex facility(ies) which in total may not exceed £50 million, for the purposes of financing and refinancing specified capital expenditure, which Welcome Break Holdings (1) Limited has the ability to establish;

“WB Intercreditor Agreement” means the intercreditor agreement dated 26 January 2017 between, among others, Lloyds Bank plc (as senior agent), Elavon Financial Services DAC, U.K. branch (as junior agent), Welcome Break Holdings (1) Limited (as the parent), Welcome Break Group Limited (as the company), Lloyds Bank plc (as common security agent) and U.S. Bank Trustees Ltd. (as junior security agent);

“WB Junior Agent” Elavon Financial Services DAC, UK Branch;

“WB Junior Security Agent” US Bank Trustees Limited;

“WB Junior Facilities Agreement” the LMA form junior facilities agreement dated 26 January 2017 to which the WB Junior Group are party with Elavon Financial Services DAC, UK Branch as agent and US Bank Trustees Limited as security agent and Guggenheim Partners Europe Limited, Sequoia IDF Asset Holdings S.A., Macquarie Bank Limited (London Branch) and ING Corporate Investments Mezzanine Fonds B.V. as mandated lead arrangers pursuant to which a term facility of £100 million was made available to Welcome Break Holdings (1) Limited;

“WB Junior Facility” the term facility of £100 million made available to Welcome Break Holdings (1) Limited pursuant to the WB Junior Facilities Agreement;

“WB Junior Group” Welcome Break No.1 Limited and certain of its subsidiaries;

“WB Junior Security” the English law security granted by companies within and above the WB Junior Group which do not form part of the WB Senior Group;

“WB LP” Welcome Break Investors LP, a limited partnership registered in Scotland, having its registered principal place of business at 15 Atholl Crescent, EH3 8HA Edinburgh, Scotland and registered with Companies House in Edinburgh under number SL030748, acting by its general partner, Arjun Infrastructure Renewables LLP;

“WB Senior Agent” Lloyds Bank plc;

“WB Senior Facilities” WB Facility A, WB Capex Facility and Revolving Welcome Break Facility;

“WB Senior Facilities Agreement” the WB LMA senior facilities agreement dated 26 January 2017 to which the Senior Group is a party with Lloyds Bank plc as agent and as security agent and AIB Group (UK) plc, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., London Branch, Investec Bank plc, Lloyds Bank plc, Abbey National Treasury Services plc (trading as Santander Global Corporate Banking) and Scotiabank Europe plc as mandated lead arrangers pursuant to which the WB Senior Facilities were made available to the applicable borrowers;

“WB Senior Group” Welcome Break Holdings (1) Limited and certain of its subsidiaries;

22 “WB Senior Security Agent” Lloyds Bank plc;

“Welcome Break Group” AGL and its subsidiary undertakings;

“Welcome Break Investors” Welcome Break Investors II LP, a limited liability partnership having its address at 15 Atholl Crescent, Edinburgh, Midlothian, EH3 8HA, United Kingdom and with registered number SL32909; and

“Welcome Break Scheme” Welcome Break Pension Plan.

Any reference to paragraphs and parts are to paragraphs and parts in this Document.

23 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” EBITDA adjusted for share based payments, and non-recurring items;

“Adjusted EBITDAR” earnings before interest, tax, depreciation, amortisation, impairment charges and rental costs under operating leases, adjusted for share based payments and non-recurring items;

“Adjusted EPS” profit after tax adjusted for share based payments and non recurring items divided by the weighted average number of Ordinary Shares in issue;

“CAGR” compound annual growth rate;

“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 interest, tax, depreciation amortisation and impairment charges;

“EPS” earnings per share;

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

“FYEJan2016” in respect of Welcome Break, the 52 weeks to 26 January 2016;

“FYEJan2017” in respect of Welcome Break, the 53 weeks to 31 January 2017;

“FYEJan2018” in respect of Welcome Break, the 52 weeks to 30 January 2018;

“FYEJan2019” in respect of Welcome Break, the 52 weeks to 29 January 2019;

“FY2015” in respect of Applegreen, the 12 months to 31 December 2015;

“FY2016” in respect of Applegreen, the 12 months to 31 December 2016;

“FY2017” in respect of Applegreen, the 12 months to 31 December 2017;

“Gross Domestic Product”or the market value of all officially recognised final goods and services “GDP” 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;

“H12018” in respect of Applegreen, the six months to 30 June 2018;

“MSA” motorway service area;

24 “Net Debt” current and non-current borrowings and 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” Adjusted Earnings before interest and tax (EBIT) expressed as a percentage of Average Capital Employed. Adjusted EBIT refers to EBIT adjusted for share based payments and non-recurring items. Average Capital Employed is calculated by taking the average of the opening and closing Capital Employed for the period. Capital Employed is defined as total equity plus net debt;

“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;

“SRN” strategic road network; and

“TRSA” trunk road service area.

25 PART 1:

LETTER FROM THE CHAIRMAN OF APPLEGREEN

17 Joyce Way Parkwest Dublin 12 D12 F2V3 Ireland +353 (0)1 512 4800 www.applegreenstores.com [email protected]

28 September 2018

Dear Shareholder,

Proposed acquisition of a majority stake in Welcome Break Proposed placing of 28,782,895 New Ordinary Shares at a price of €6.08 (approximately 543 pence) per New Ordinary Share Proposed Admission of the Enlarged Share Capital to trading on AIM and ESM and Notice of EGM

1. INTRODUCTION On 2 August 2018, Applegreen announced that it had entered into contracts to acquire a 50.01 per cent. stake in Welcome Break, a leading UK motorway service operator with a portfolio of 24 MSAs, two TRSAs, 20 Starbucks Drive-Thrus as well as 29 hotels across 35 locations in Great Britain. The Transaction constitutes a reverse takeover of the Company under the AIM and ESM Rules.

To effect the Acquisition, the Company entered into the NIBC Agreement with NIBC to acquire its entire 55.02 per cent. holding in Welcome Break by the acquisition of: (i) shares in AGL; and (ii) unsecured subordinated Eurobond fixed rate notes issued by AEL for a total cash consideration of approximately €361.8 million (excludes leakage and interest between signing and closing).

On the same date, Applegreen also entered into the separate AIP Agreement with Welcome Break Investors, an affiliate of the other shareholder of Welcome Break (WB LP). Subject to the completion of the NIBC Agreement, the AIP Agreement provides that Applegreen will sell to Welcome Break Investors an approximately 8.6 per cent. stake in Welcome Break for €56.5 million. In addition, the AIP Agreement provides that the Company will transfer the Applegreen UK Business Transfer Assets to Welcome Break in exchange for the issuance of a further approximately £120 million of equity in Welcome Break to the Company. Subsequent to this agreement, Applegreen and AIP have entered into discussions about a further MSA asset which may be transferred, and which, if agreed, will be exchanged for additional equity in Welcome Break and a corresponding additional cash investment by AIP. The Applegreen UK Business Transfer Assets constitute Applegreen’s UK MSA assets, TRSA assets deemed suitable for transfer and its

Directors: D. Kitchen R.C. Etchingham J. Barrett M. Southgate H. Millar N. Dolan B. Geraghty Registration Number: 491702

26 UK development pipeline. The Applegreen UK MSA and TRSA assets contributed approximately £2.4 million of EBITDA to the Company’s consolidated results for the year ended 31 December 2017 and include a number of sites which were acquired by Applegreen during 2017 and not owned for the full financial year 2017, as well as a number of sites which were rebranded or upgraded during 2017 and 2018. As at 31 December 2017 the Applegreen UK MSA and TRSA assets had a value on Applegreen’s balance sheet of £46.5 million. The Applegreen UK development pipeline as at 31 December 2017 did not have a significant value on Applegreen’s balance sheet. Welcome Break Investors will also invest a further approximately £80 million in cash into Welcome Break in return for additional equity in Welcome Break. Following completion of the AIP Agreement, Applegreen’s stake in Welcome Break will be approximately 50.01 per cent.

The NIBC Agreement and the AIP Agreement together constitute the Transaction. The steps to completion of the NIBC Agreement and the AIP Agreement are summarised in Figure 1.1.1 below.

Figure 1.1.1, summary of the Transaction


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Source: Applegreen (September 2018)

Applegreen also announced on 2 August 2018 that it intended to raise a minimum of €100 million by way of an equity fundraise. On 28 September 2018, Applegreen announced that it raised gross proceeds of approximately €175 million (£156.3 million) at an issue price of €6.08 per share (approximately 543 pence) by way of a conditional placing of 28,782,895 New Ordinary Shares. The net proceeds from the Placing are intended to be applied towards funding part of the purchase price for the Acquisition and related expenses. The balance of the purchase price will be funded through proceeds from the new debt facilities under the Syndicated Facilities Agreement of €300 million (including a €150 million revolving credit facility and separately a €150 million term loan facility) and available cash proceeds. Completion of the NIBC Agreement is not conditional on completion of the AIP Sale. If the AIP Sale is not completed on the same day as the NIBC Completion as is currently anticipated, the consideration for the Acquisition will be funded solely through the proceeds of the Placing and the Syndicated Facilities.

The Transaction is conditional upon, amongst other things, the approval of Shareholders. Accordingly, Applegreen is convening the EGM, to be held at 10.00 a.m. on 24 October 2018 at the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, D04 P3C3, Ireland as set out in the EGM Notice set out in Part 10 (Notice of Extraordinary General Meeting) of this Document.

The purpose of this letter is to provide you with information on the Transaction and the Placing, to explain why the Directors consider them to be in the best interests of the Company and Shareholders as a whole

27 and to recommend that Shareholders vote in favour of the resolutions to be proposed at the EGM, as the Directors intend to do in respect of their own holdings.

2. BACKGROUND TO THE TRANSACTION Applegreen is a major petrol forecourt retailer in the Republic of Ireland with a significant and growing presence in the United Kingdom and in the United States. At the time of Applegreen’s IPO, the Group had 173 sites: 112 sites across the Republic of Ireland, 57 sites across the United Kingdom and 4 sites in the United States. As at 30 June 2018, the Group had grown its operations to a total of 368 sites: 184 sites across the Republic of Ireland, 112 sites across the United Kingdom and 72 sites in the United States. Applegreen is the number one MSA operator in the Republic of Ireland.

Since the IPO, the Group’s growth strategy has, and will continue to be, 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 Part 3 (Information on Applegreen) of this Document. 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. In the US market, Applegreen has partnered with recognised brands to develop an appropriate offering for that market and Applegreen sees good growth prospects in this region.

Applegreen has built its business through a combination of strategic bolt-on acquisitions (including, amongst others, the recent acquisition of a 50 per cent. share of the Joint Fuels Terminal in Dublin Port and the acquisition of the Brandi Group and the Carsley Group, all in 2017) and investment in upgrading and rebranding existing sites.

While the Company has successfully added 55 sites in the UK since the IPO, there have been limited opportunities to develop or add additional MSA sites to their portfolio in Great Britain, although the Company has commenced the formal planning process on four MSA sites in Great Britain. The acquisition of Welcome Break, however, enables the Group to further deliver on its stated strategy of expanding its presence in the UK and being a leading operator of MSAs in the UK market. The Directors believe that the Transaction has the potential to transform the Group’s business in the UK by significantly increasing its scale, increasing its exposure to leading brands, extending its presence in new channels and with new customers, diversifying its sales verticals, widening its geographic reach, broadening its capabilities, enhancing its management talent and growing its potential for profitability.

3. INFORMATION ON WELCOME BREAK Welcome Break is one of the three largest MSA operators in the UK, attracting an estimated 85 million motorway customers per year. Welcome Break is headquartered in Newport Pagnell, United Kingdom. Welcome Break’s portfolio consists of 24 MSAs (10 of which are double sided MSAs with a presence on either side of the motorway) two TRSAs, 20 Starbucks Drive-Thrus as well as 20 Days Inn hotels and 9 Ramada hotels. It employs approximately 5,000 staff and operates a range of food and retail brands such as Waitrose, Starbucks, Pizza Express, Harry Ramsden’s, Subway, WH Smith, KFC and Burger King.

Welcome Break has five primary categories of service offering across its estate: catering, amenity retail and convenience food, forecourt/lodging, fuel and amusements, serving a broad range of customers. This diversified offering has allowed Welcome Break to grow non-fuel revenue and gross profit at compound annual growth rates of 3.7 per cent. and 3.0 per cent. respectively between FYEJan2016 and FYEJan2018. Approximately 50 per cent. of Welcome Break’s non-fuel revenues come from catering sales, which grew at a CAGR of 5.8 per cent. in the same period.

Welcome Break’s recent growth strategy has been to drive growth in turn-in rates by: l rolling-out successful franchise catering offerings across its estate (including Starbucks Drive-Thrus); l installing electric vehicle superchargers; l converting forecourts to the branded Welcome Break offering; and l identifying selective acquisitions of hotels as well as suitable Days Inn hotels in the current portfolio to rebrand as Ramada.

28 In the financial year to 30 January 2018, Welcome Break generated revenues of £720.1 million, Adjusted EBITDAR of £95.1 million and Adjusted EBITDA of £65.6 million. As at 30 January 2018, net debt stood at £385.5 million (excluding shareholder related loans) and gross assets were £481.1 million.

Welcome Break’s MSA estate is predominantly held under long-term leaseholds with a mix of government and commercial leases with a weighted average unexpired lease term of 19.7 years, with options to extend the majority of the leases at prevailing commercial rates, as well as two freehold MSA sites.

Further details on Welcome Break are set out in Part 4 (Information on Welcome Break) of this Document.

4. SUMMARY FINANCIAL INFORMATION ON APPLEGREEN AND WELCOME BREAK 4.1 Applegreen The contents of the table below have been extracted without adjustment from the financial information in Applegreen’s audited financial statements for the years ended 31 December 2015, 31 December 2016, 31 December 2017 and Applegreen’s unaudited financial information for the six months ended 30 June 2018 which have all been incorporated by reference in Part 6 (Historical Financial Information) of this Document.

FY2015 FY2016 FY2017 H12018 €’m €’m €’m €’m Income statement Revenue 1,081.5 1,177.6 1,428.1 854.9 EBITDA 25.1 30.5 37.1 18.4 Adjusted EBITDA 28.9 32.0 39.8 19.4 Balance Sheet Non-current assets 187.1 226.5 322.9 345.4 Current assets 88.8 79.6 116.0 126.8 Current liabilities 119.5 137.3 181.0 215.3 Non-current liabilities 58.1 53.8 76.5 68.2 ––––––––– ––––––––– ––––––––– ––––––––– Net assets/(liabilities) 98.3 115.0 181.3 188.7 ––––––––– ––––––––– ––––––––– –––––––––

4.2 Welcome Break The contents of the table below have been extracted without material adjustment from the Welcome Break financial information in Part 6 (Historical Financial Information) of this Document.

FYEJan2016 FYEJan2017 FYEJan2018 £’m £’m £’m Income statement Revenue 644.0 672.6 720.1 EBITDA 62.8 63.0 55.0 Adjusted EBITDA 55.3 61.8 65.6 Balance Sheet Non-current assets 401.5 393.3 390.9 Current assets 75.1 63.2 90.2 Current liabilities 57.1 48.0 54.6 Non-current liabilities 716.6 753.3 801.3 –––––––––– –––––––––– –––––––––– Net assets/(liabilities) (297.1) (344.8) (374.8) –––––––––– –––––––––– ––––––––––

29 5. REASONS FOR THE TRANSACTION The Directors consider the Transaction to be in the best interests of the Company and its Shareholders as a whole for the following key reasons:

Financial benefits for Applegreen The Directors have assessed the financial benefits that may arise from the Transaction, relying upon Applegreen’s own experience and extensive analytical work. The Directors have also sought and received the cooperation and insight of Welcome Break’s senior management. As a result, the Directors believe that the Transaction will have the following key benefits for Applegreen: l Earnings: The Directors believe that the infrastructural nature of the Welcome Break assets enable the generation of stable, reliable and growing earnings, and the Directors expect the Transaction to enhance earnings from the first full year after Completion. This statement does not constitute a profit forecast, nor should it be interpreted to mean that the future adjusted EPS, profits, margins and/or cashflow of Applegreen or the Enlarged Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of Applegreen. l Cash generation and deleveraging profile: The Directors expect the Transaction to significantly increase operating cash generation as a result of the acquisition of a stake in Welcome Break’s business. The Directors expect that this cash generation over the coming years will enable the Enlarged Group to pay down debt and will facilitate a strong deleveraging profile for the Enlarged Group with a target leverage level of net debt to adjusted EBITDA below 2.5x by 31 December 2020. This statement does not constitute a profit forecast, nor should it be interpreted to mean that the future adjusted EPS, profits, margins and/or cashflow of Applegreen or the Enlarged Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of Applegreen.

Strength of Welcome Break’s business l Strong market position in the UK: Welcome Break is one of the three largest MSA operators in the UK with 35 locations across the country representing approximately 30 per cent. of all UK MSA sites. Welcome Break’s MSA sites are located on motorway routes (including, amongst others, sites on the M1, M4 and M40) and attract an estimated 85 million customers annually. l Strong and well-known brand in the UK: The Directors believe that Welcome Break has a strong and well-known brand in the UK and has demonstrated a strong track record over many years. l Access to strategic sites with high barriers to expansion: MSAs are regulated sites and the only commercial presence allowed on UK motorways, providing a variety of goods, amenities and services including fuel, catering, retail offerings and accommodation, subject to certain minimum requirements. Given local planning authority restrictions and the capital investment required to develop a MSA, there are high barriers to any significant expansion of the number of MSAs in the UK network. This is exemplified by the fact that, during the last ten years, one new motorway and four new MSAs have been developed in the UK. l Large, well-invested facilities: Welcome Break has engaged in a significant capital expenditure programme between FYEJan2016 and FYEJan2018 to create modern and efficient MSA and TRSA sites that have high exposure to non-fuel, food and beverage revenue and significant scale in key products (for example, a roll-out of Starbucks Drive-Thrus). The capital expenditure investment of £64.7 million from FYEJan2016 to FYEJan2018 is expected to drive further EBITDA growth in Welcome Break in future years. l Attractive real estate portfolio: Welcome Break’s real estate portfolio consists of high quality and diverse sites spread across the UK. Its MSA sites benefit from a long-term underlying asset base mainly via long-term leaseholds with the statutory right to extend the majority of leases at the prevailing market rate.

30 l Strong management team: Welcome Break has an accomplished and talented management team with an average of 16 years’ experience in the retail industry. Welcome Break’s management team have lead the introduction of well-known franchised offerings, including the Starbucks Drive-Thru concept. l Track record of strong profit growth: Welcome Break has a strong track record of delivering earnings growth. Adjusted EBITDAR grew from £84.7 million in FYEJan2016 to £95.1 million in FYEJan2018. l Strong cash flow: Welcome Break has a strong record of cash generation and has completed three years of a significant four year capital expenditure investment programme. £64.7 million has been invested up to FYEJan2018 with total investment of approximately £100 million expected on completion of the programme. This significant capital expenditure investment programme is expected to drive further growth in cash flows in future years. In addition the Directors believe there is significant scope to enhance negative working capital generation. l Outlook for long-term revenue growth: Underlying growth in Welcome Break will be driven by traffic volumes and GDP growth. Potential growth initiatives include further roll-out of successful catering offerings, development of existing sites and bolt-on acquisitions. The Directors believe that MSA sites are resilient to the longer-term trends towards fuel efficiency and electric vehicles given that a significant proportion of stoppages are for reasons other than fuel.

Excellent strategic fit between Applegreen and Welcome Break The Directors believe that the Transaction will transform the Enlarged Group’s presence in the UK. Specifically, the Directors believe the Transaction is a positive development in Applegreen’s vision of reaching critical mass in the large and stable UK market while deepening the Group’s exposure to non-fuel food and beverage revenue. l Significantly increases the operating scale of the Group in the UK: The Transaction will transform the Group’s scale in the UK by adding a portfolio consisting of 24 MSAs, 2 TRSAs, 20 Starbucks Drive- Thrus as well as 20 Days Inn hotels and 9 Ramada hotels to its existing estate in the UK of 112 sites at 30 June 2018. l Provides a step change in the expansion of the Group: The Transaction will provide significantly greater exposure to MSA assets for the Group which are significantly larger and which the Directors believe are more stable and cashflow generative than Petrol Filing Stations. The Directors anticipate the Enlarged Group will benefit from a significant increase in earnings from having a larger, more diverse and well invested portfolio as a result of the Transaction. l New channels and brands: Welcome Break has diversified revenue streams. It offers five primary categories of products and services across its estate: catering, convenience food, amenity retail (including forecourt retailing (non-fuel) and lodging), amusements/other commercial activities (e.g. ATM, parking fees) and fuel sales. In addition, it serves a diverse range of customers including leisure travellers, commercial drivers, business customers and commuters. Welcome Break has a number of well-known high street brands across its catering and retail segments in addition to hotel offerings at most sites, including Starbucks, KFC, Burger King, Subway, Waitrose, Pizza Express and WH Smith. l Operational opportunities: The Directors believe that there is significant potential to enhance the performance of the Enlarged Group through operational efficiencies and potential synergies which could be achieved through Applegreen’s operational expertise. l Strengthened management team: Welcome Break has a leadership team with extensive experience, a strong track record and complementary skillset. The Directors believe that combining this team with Applegreen’s existing leadership will enhance Welcome Break’s management capabilities in the UK. Applegreen will have the right to appoint the CEO, CFO and the executive management team of Welcome Break after Completion further strengthening the management team. The Directors anticipate that there will be separate management teams for Welcome Break and Applegreen’s UK division. Applegreen will receive a management fee from Welcome Break as consideration for its management input.

31 6. FINANCING OF THE TRANSACTION The Company will fund the consideration for the Acquisition through a combination of: (i) the Placing; (ii) a new debt facility; and (iii) available cash proceeds. Completion of the NIBC Agreement is not conditional on completion of the AIP Sale. If the AIP Sale is not completed on the same day as the NIBC Completion as is currently anticipated, the consideration for the Acquisition will be funded solely through the proceeds of the Placing and the Syndicated Facilities.

The Placing Applegreen has conditionally raised gross proceeds of €175 million through the Placing to fund a significant portion of the Acquisition purchase price and associated expenses. The Board, taking into account, among other things, the size of the fundraising relative to the current market capitalisation of Applegreen, the Group’s capital structure and its potential to grow earnings per share, and its desire to maintain an appropriate level of leverage relative to the cash generation capabilities of the Enlarged Group, believes this to be the most appropriate quantum of equity funds to raise. Further details on the Placing are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document.

New debt facilities The Company has entered into the Syndicated Facilities Agreement with NatWest Markets plc and Lloyds Bank plc as mandated lead arrangers, Ulster Bank Ireland DAC, NatWest Markets plc and Lloyds Bank plc as original lenders, National Westminster Bank plc as agent, National Westminster Bank plc as facility agent and National Westminster Bank plc as security trustee. Pursuant to the terms of the Syndicated Facilities Agreement, the lenders are to provide loan facilities to the Company totalling €300 million including a €150 million revolving credit facility and separately a €150 million term loan facility. The Syndicated Facilities Agreement also includes an accordion option which allows the Company to request an increase in the facilities.

AIP Sale Under the AIP Agreement, Applegreen will sell to AIP an approximately 8.6 per cent. stake in Welcome Break for €56.5 million. The AIP Agreement provides that completion of the AIP Sale is to take place at the same time as the Acquisition. Completion of the NIBC Agreement is not conditional on completion of the AIP Sale.

7. PRINCIPAL TERMS OF THE TRANSACTION The NIBC Agreement On 2 August 2018, Applegreen and NIBC entered into the NIBC Agreement, which sets out the terms and conditions upon which Applegreen will acquire NIBC’s entire 55.02 per cent. stake in Welcome Break by way of the acquisition of shares in AGL and the acquisition of unsecured subordinated Eurobond fixed rate notes issued by AEL for a headline consideration of approximately €361.8 million (excludes leakage and interest between signing and closing).

The material conditions to the completion of the NIBC Agreement are: l the consent of the Welcome Break lenders to the change of control of Welcome Break or confirmation that the Acquisition constitutes a permitted change of control; and l the approval of the Acquisition by an ordinary resolution of the Shareholders. B&J Holdings Limited, a company controlled by Bob Etchingham and Joe Barrett and which holds approximately 52.49 per cent. of the Existing Ordinary Shares in the Company, has irrevocably and unconditionally undertaken to vote in favour of the resolution of the Shareholders to approve the Transaction.

If the NIBC Agreement is terminated for any of the following reasons, a break fee of approximately €3.618 million which is equivalent to one per cent. of the total consideration payable under the NIBC Agreement (excluding leakage) shall be payable by Applegreen to NIBC: (i) the Shareholders do not approve the Acquisition or any other resolution proposed to the Shareholders at the EGM, as set out in this Document; and/or (ii) the Board (or any committee thereof) withdraws, qualifies or amends their Recommendation; and/or (c) Applegreen fails to comply with its completion obligations under the NIBC Agreement; and/or the

32 NIBC Shareholder Approval Condition has not been satisfied or waived on or before the NIBC Long Stop Date and the NIBC Agreement automatically terminates as a result.

Further details of the NIBC Agreement are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document.

The AIP Agreement On 2 August 2018, Applegreen and Welcome Break Investors entered into the AIP Agreement. Under the terms of the AIP Agreement, Applegreen will be responsible for Welcome Break’s strategy and operational matters and will share general governance rights with Welcome Break Investors and WB LP including equal board representation as between Applegreen, on the one hand, and Welcome Break Investors and WB LP, on the other hand. A dividend policy has also been agreed which provides for distribution of all excess cash in Welcome Break to its shareholders unless both shareholders otherwise agree.

The AIP Additional Equity Investment is currently intended, subject to the terms of the WB Senior Facilities Agreement, to be used to repay a portion of the junior debt within Welcome Break. Repayment of the junior debt within Welcome Break is expected to deliver the consolidated entity with significant interest savings.

Whilst the AIP Agreement is conditional on completion of the NIBC Agreement, the NIBC Agreement is not conditional on completion of the AIP Agreement. Please see the risk factor titled “The NIBC Agreement is not conditional upon the completion of the AIP Agreement” in Part 2 (Risk Factors) of this Document which sets out further information on the effect of the Acquisition completing without completion of the AIP Agreement.

Further details of the AIP Agreement are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document.

8. FINANCIAL EFFECTS OF THE TRANSACTION On a pro forma basis, and assuming the Transaction, the Placing and the Acquisition Refinancing completed on 1 January 2017, but incorporating AGL’s financial statements to 30 January 2018, the Enlarged Group would as at 31 December 2017 have had net assets of €343.6 million (based on the net assets of Applegreen and Welcome Break) and minority interests of €10.3 million at that date and revenue of €2,249.5 million, adjusted EBITDA of €114.6 million and a minority interest of €0.3 million for the year ended 31 December 2017.

Given the strong earnings profile of Welcome Break, the Directors expect the Transaction to enhance earnings and generate adjusted earnings per share accretion. This statement does not constitute a profit forecast, nor should it be interpreted to mean that the future Adjusted EPS, profits, margins and/or cashflow of Applegreen or the Enlarged Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of Applegreen.

The Directors expect the Transaction to significantly increase operating cash generation as a result of the acquisition of a stake in Welcome Break’s business. The Directors expect that this cash generation potential will enable the Enlarged Group to pay down debt and will facilitate a strong deleveraging profile. The Directors are targeting a reduction in consolidated 2018 pro forma adjusted net debt/adjusted EBITDA from approximately 4.0x to below 2.5x (approximately 2.5x to below 1.0x on an Applegreen standalone basis) by the end of 2020. This statement does not constitute a profit forecast, nor should it be interpreted to mean that the future adjusted EPS, profits, margins and/or cashflow of Applegreen or the Enlarged Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of Applegreen.

For further information on the pro forma financial results of the Enlarged Group, together with the basis of the preparation of the above statements, see Part 7 (Unaudited Pro Forma Financial Information for the Enlarged Group) of this Document.

9. DIVIDEND POLICY Applegreen intends to continue its current dividend policy for the Enlarged Group following Admission.

33 10. CURRENT TRADING AND PROSPECTS OF THE COMPANY The Company released its interim financial results for the six months ended 30 June 2018 on 21 September 2018. The results contained the following statement on the Company’s current trading:

“We are pleased with the performance of our business during 2018. Applegreen is entering an exciting phase of growth in the UK service area market with the recent announcement of the Welcome Break transaction. This will be transformational for Applegreen by giving us critical mass in a key market and is expected to close in Q4 2018.

The business continued to expand in each of our three markets as we increased our estate by 26 sites to a total of 368 locations trading at the end of the period. We opened seven new sites in the Republic of Ireland, 15 in the UK and four in the US in H1 2018.

Our financial performance for the first six months of 2018 has been robust notwithstanding the difficult trading conditions caused by the exceptional weather in March, especially in our Irish business. Apart from the impact of this one off event, the underlying business continues to perform well and we remain confident in the prospects for the business in 2018”.

12. DIRECTORS AND SENIOR MANAGEMENT The Company’s Board of Directors will remain unchanged after the Transaction. The brief biographies of the Directors and senior management of the Group are set out in paragraph 9.4 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document. Paragraph 8 of Part 9 (Additional Information) of this Document sets out further details of current and past directorships and certain other important information regarding the Directors.

13. EXTRAORDINARY GENERAL MEETING At the end of this Document, you will find the notice convening the EGM, which is to be held at 10.00 a.m. on 24 October 2018 at the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, D04 P3C3, Ireland. A summary of the action you should take is set out in paragraph 14 of this letter and in the Form of Proxy that accompanies this Document.

The purpose of the EGM is to consider and, if thought fit, pass the resolutions, in each case as set out in full in the EGM Notice.

Resolution 1 will ask Shareholders to approve both the NIBC Transaction and the AIP Transaction in a single ordinary resolution because the NIBC Transaction is not conditional on the completion of the AIP Transaction while the AIP Transaction will not complete without completion of the NIBC Transaction.

Resolution 2 will be proposed as a special resolution and seeks to disapply statutory pre-emption rights in connection with the Placing.

14. ACTION TO BE TAKEN Shareholders will find enclosed with this Document a Form of Proxy for use in connection with the EGM. Whether or not you intend to be present at the EGM, you are asked to complete the Form of Proxy in accordance with the instructions printed on it so as to be received by the Registrar, Link Asset Services, at Link Registrars Limited, 2, Grand Canal Square, Dublin 2, D02 A342, as soon as possible but in any event not later than 10.00 a.m. on 22 October 2018. The completion and return of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you so wish.

15. FURTHER INFORMATION You should read the whole of this Document which provides information on the Group, Welcome Break, the Enlarged Group, the Placing and the Transaction and not rely on summaries or individual parts only. Your attention is drawn, in particular, to the Risk Factors set out in Part 2 of this Document and the additional information set out in Part 9 of this Document.

34 16. RECOMMENDATION The Board considers the Transaction and the Placing and the passing of the resolutions at the EGM to be in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolutions to be put to the EGM as they intend to do so, or have provided irrevocable commitments of same, in respect of their own beneficial holdings. Such beneficial holdings amount in aggregate to 48,215,790 Existing Ordinary Shares, representing approximately 52.57 per cent. of the Existing Ordinary Shares.

Yours faithfully,

Daniel Kitchen Independent Non-Executive Chairman

35 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 Directors believe the following risk and uncertainties associated with the Group and following Completion, the Enlarged Group and the industry in which it participates, and those associated with an investment in Ordinary Shares, to be material risks and uncertainties that are known to the Company and should be used as guidance only. The risks and uncertainties described below do not represent an exhaustive list. They are not presented in any order of priority. Additional risks and uncertainties relating to the Group and following Completion, the Enlarged Group and/or the Ordinary Shares that are not currently known to the Company, or which the Company currently deems immaterial, may arise or become (individually or collectively) material in the future, and may have a material adverse effect on the Group or following Completion, the Enlarged Group’s business, results of operations, financial condition and prospects.

An investment in the Group, or following Completion the Enlarged Group, involves significant risks and is only suitable for financially sophisticated 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 Union (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act 1995). Prospective investors should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice if they do not understand any part of this Document.

If any of the following risks actually occur, the Group’s or following Completion the Enlarged Group’s business, financial condition, capital resources, results and/or future operations of the Group or Enlarged 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 and following Completion the Enlarged Group but these risks may not be the only risks faced by the Group and following Completion the Enlarged 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 or following Completion the Enlarged 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 or following Completion, the Enlarged 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 or following Completion the Enlarged Group’s business objectives will be achieved.

36 1. RISKS RELATING TO THE TRANSACTION AND WELCOME BREAK

1.1 Completion is subject to a number of conditions being fulfilled and certain, or all, of the agreements which together constitute the Transaction may be delayed or may not complete As described in paragraphs 1 and 4 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document, completion of each of the NIBC Agreement and the AIP Agreement are subject to a number of conditions that may not be satisfied or waived (the “Transaction Conditions”). The completion of the Transaction is conditional, amongst other things, upon the Transaction being approved by an ordinary resolution of the Shareholders.

There is no guarantee that the Transaction Conditions will be satisfied in the necessary time frame (or waived, if applicable) and the Transaction may therefore be delayed (or not complete at all). Delay in completing the Transaction may result in the accrual of additional costs by the Company without any of the additional benefits of the Transaction having completed. In addition, the Group’s management and employees would have spent time in connection with the Transaction, which could otherwise have been used to focus and develop other areas of the Group’s business.

Therefore, a failure to satisfy the Transaction Conditions or a failure for any of the agreements in relation to the Transaction to complete could result in an adverse effect on the business, results of operations, prospects and financial condition of the Group.

1.2 The NIBC Agreement is not conditional upon the completion of the AIP Agreement The only remaining unsatisfied condition precedent to completion of the AIP Agreement is the completion of the NIBC Agreement. The Company and AIP have agreed that completion of the AIP Agreement will occur on completion of the NIBC Agreement. However, the NIBC Agreement is not conditional upon the AIP Agreement completing. As a result, the NIBC Agreement may complete, but the AIP Agreement may not complete, notwithstanding the contractual requirement that such completion should occur. If the Acquisition completed without the AIP Agreement completing, the Company would hold approximately 55.02 per cent. of Welcome Break, but as a result of the current Welcome Break shareholders agreement, the Company would have little management control over the operations of the Welcome Break Group and less influence over dividend policy. As a result, the Company would not be able to influence the operation and strategy of Welcome Break as envisaged, and implement the strategy set out in this Document, and Welcome Break may not be managed, or perform, in the manner anticipated by the Directors. It is also expected that Welcome Break would not be fully consolidated into the Applegreen financial accounts in this scenario. In such a situation, the Welcome Break Group would not benefit from the Applegreen UK Business Transfer or the cash from Welcome Break Investors in order to pay down junior debt balances. Welcome Break would continue to be exposed to high levels of debt and associated finance costs. Accordingly, in this situation, the Company may not be able to realise the anticipated benefits of the Transaction or any potential synergies and may leave the Company exposed to poor performance in Welcome Break, which will be outside of the control of the Company. Whilst the Directors expect that it is unlikely that the AIP Agreement will not complete (and if it did not, there would be a range of actions and remedies that the Directors could take), any of the above situations could impact the Enlarged Group’s strategy, results of its operations, its financial position and prospects.

1.3 Limited warranties are being given under the NIBC Agreement In connection with the Acquisition, limited warranties have been given to the Company in the NIBC Agreement and the Management Warranty Deed. Such warranties are subject to caps on liability, accordingly, the Company will have limited, if any, rights of redress should there prove to be any undisclosed liabilities or other matters adversely affecting the Welcome Break Group which the Company was not aware of at the time of entry into the NIBC Agreement which could impact or result in a material adverse effect on the business, results of operations, prospects and financial condition of the Enlarged Group. The Company has procured a buy-side warranty and indemnity insurance policy with AIG which provides cover in respect of certain of the warranties given under the NIBC Agreement and the Management Warranty Deed. Further details of the Acquisition Agreements are set out in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document.

37 1.4 Material facts or circumstances may not be revealed in the due diligence process in relation to the Acquisition Agreements The Company has conducted such due diligence as it deems practicable and appropriate in the context of the Acquisition Agreements. It should also be noted that the Company was only permitted a limited time period to conduct its due diligence given the nature of NIBC’s competitive sale process. The objective of the due diligence process was to identify material issues which might affect the decision to proceed with the Transaction or the consideration payable for the agreed interest in the Welcome Break Group. Whilst conducting due diligence and assessing the Transaction, the Company has relied on publicly available information and has been provided with information by the management of the Welcome Break Group and its advisors.

There can be no assurance that the due diligence undertaken with respect to the Acquisition has revealed all relevant facts that may be necessary to evaluate the Welcome Break Group, conclude on the risks relating to the Welcome Break Group, or an acquisition of the Welcome Break Group, determine the price that the Company has agreed to pay, or to formulate a business strategy for the Enlarged Group. As part of the due diligence process, the Company has also made subjective judgments regarding the results of operations, financial condition and prospects of the Welcome Break Group. If the due diligence investigation has failed to identify or appropriately quantify or estimate any material issues and/or liabilities that may be present, or which may come about in the future, or if the Company has concluded such material risks are commercially acceptable relative to the opportunity, the Company may subsequently incur substantial liabilities (including tax losses and penalties) or may be subject to material underperformance of the Welcome Break Group. Further, if the due diligence process has failed to identify any material issues or potential impairments in respect of assets held on the Welcome Break Group’s balance sheet (including in respect of deferred tax), the Enlarged Group may be subject to material underperformance or may not realise the full economic benefits anticipated from the Transaction. In addition, following the Transaction, the Company may be subject to significant, previously undisclosed liabilities or technical difficulties of the Welcome Break Group that were not identified during due diligence and which could have a material adverse effect on the Enlarged Group’s financial condition, prospects and results of operations.

1.5 Welcome Break may not perform in line with expectations, prior to and after completion of the Transaction, which may result in a write-down or impairment Until completion of the Acquisition, the Company will not own a majority stake in Welcome Break. The Company will not have management control of Welcome Break until completion of the AIP Agreement. In the meantime, it is possible that the performance, financial condition, results of operations or prospects of Welcome Break could decline, but the Company may not have the ability to terminate the Transaction. In such an event, the value, prospects and financial position of Welcome Break may be lower than anticipated by the Company.

Upon completion of the Transaction, it is anticipated that the Company will record an intangible asset on its balance sheet in respect of goodwill. In addition, other intangible assets will be recorded as a result of the allocation of the purchase price between the fair value of Welcome Break’s tangible and intangible net assets. While the Directors believe the combination of the Group with Welcome Break is strategically and financially compelling, future economic, regulatory, competitive, contractual or other factors may result in the businesses meeting with unexpected difficulties. If any of these factors result in the value of Welcome Break proving to be less than the consideration paid by the Company, accounting rules and practice may require that the Enlarged Group reduce the carrying value of Welcome Break and recognise an impairment charge, which would reduce the Enlarged Group’s reported assets and statutory earnings in the year that the impairment charge is recognised.

1.6 The Group may experience operational difficulties in integrating the Welcome Break Group and integration costs may be greater than expected The Group and the Welcome Break Group currently operate and will continue to operate as separate and independent businesses post completion of the Transaction. Operations and systems are expected to be integrated as part of the Applegreen UK Business Transfer. The success of the Transaction will depend, in part, on the success of that integration and the ability of the Enlarged Group to realise the anticipated benefits from combining the two businesses.

38 The integration process is likely to present administrative, managerial and financial challenges, some of which may not be identified or anticipated until after the Transaction completes. Unforeseen difficulties, costs, liabilities, losses or delays could adversely affect the business of the Enlarged Group and the realisation of the potential benefits of the Transaction.

The Company expects to incur a number of costs in relation to the Transaction, including the cost of integration. The actual costs of the integration process may exceed those estimated and there may be further additional and/or unforeseen expenses incurred in connection with the Transaction. In addition, the Company will incur legal, accounting, financial advisory and other transaction fees and costs relating to the Transaction. Some of these costs will be payable regardless of whether the Transaction completes. While the Directors believe that the integration and Transaction costs will be more than offset by the realisation of the benefits resulting from the Acquisition, this net benefit may not be realised in the short term or at all or may be less than anticipated.

The failure of, or any delays or difficulties encountered in connection with, the integration process or the costs of the Transaction and the integration process being higher than anticipated, may adversely affect the financial position of the Enlarged Group, the results of its operations, its prospects and cash flows.

1.7 The Welcome Break Group has funding risks relating to its defined benefit pension scheme The Welcome Break Group operates the Welcome Break Pension Plan (the “Welcome Break Scheme”) to provide pension arrangements to eligible employees. The Welcome Break Scheme is a defined benefit pension scheme which was closed to new entrants and future accrual on 9 January 2011.

The most recent actuarial funding valuation was carried out as at 30 September 2014, showing a deficit on the “Technical Provisions” basis (as defined in the applicable UK legislation) of £1.9 million. A valuation as at 30 September 2017 is currently being undertaken and negotiations between the Group and the Welcome Break Scheme trustees are taking place as to the assumptions to be used when assessing the size of the Welcome Break Scheme deficit.

In 2015, the Welcome Break Group agreed a pension funding plan with the trustees of the Welcome Break Scheme to fund the deficit. The funding plan commits the Welcome Break Group to a contribution of £1.0 million per year until November 2018 (although it should be noted that a new recovery plan of £1 million per annum has been assumed by Applegreen until 2020 as part of the ongoing valuation exercise).

The funding level of the Welcome Break Scheme is dependent on the market value of the assets of the Welcome Break Scheme and on the value placed on its liabilities. A variety of factors, including factors outside the Welcome Break Group’s control, may adversely affect the value of the Welcome Break Scheme’s assets or liabilities, including interest rates, inflation rates, investment performance, exchange rates, life expectancy assumptions, actuarial data and adjustments and regulatory changes. The Welcome Break Group may in the future be required to increase its level of contribution due to changes to these or other internal or external factors.

In addition, if certain statutory requirements are met, the UK Pensions Regulator has the power to issue contribution notices or financial support directions to the Welcome Break Group and/or any associated company. The UK Pensions Regulator may require additional contributions to be paid into a pension scheme or additional financial support to be made available in respect of such scheme. Any requirement to contribute additional funds into the Welcome Break Scheme could have a material adverse effect on the Welcome Break Group’s business, financial condition or prospects.

1.8 Certain of the Welcome Break Group’s franchise agreements contain change of control provisions and exclusivity provisions which may become exercisable as a result of the Acquisition Commercial partners who are not supportive of the Transaction may choose to exercise certain rights in their contracts with the Welcome Break Group or which otherwise arise by operation of law (for example, any rights to terminate in the event of a change of control or to enforce any obligations for the Enlarged Group which may relate to exclusivity undertakings in particular businesses or markets), which may result in adverse consequences for the Enlarged Group. Certain of the Welcome Break

39 Group’s franchise agreements contain change of control provisions and/or exclusivity provisions which may become exercisable as a result of the Acquisition. The process of seeking consent from the relevant commercial partners is in progress.

1.9 NIBC Completion is subject to the passing of the ordinary resolution at the EGM but is not subject to the passing of the special resolution at the EGM NIBC Completion is subject to the passing of the ordinary resolution at the EGM but is not subject to the passing of the special resolution at the EGM. Accordingly, if the ordinary resolution is passed at the EGM but the special resolution is not passed at the EGM, the Company will be contractually obliged to complete the Acquisition. However, as the Placing is subject to the passing of the special resolution, the Company will not have the proceeds of the Placing available to it to fund the NIBC Completion. Failure to complete the Acquisition following the passing of the ordinary resolution at the EGM will result in material adverse consequences for the Company. B&J Holdings which holds approximately 52 per cent. of the issued share capital of the Company has undertaken to vote in favour of both the ordinary resolution and special resolution at the EGM. The Directors are satisfied that the special resolution is likely to be passed at the EGM.

2. RISKS RELATING TO THE GROUP AND, FOLLOWING COMPLETION, THE ENLARGED GROUP’S BUSINESS AND INDUSTRY (REFERENCES IN THIS SECTION ONLY TO THE GROUP SHALL MEAN THE GROUP OR THE ENLARGED GROUP OR BOTH AS THE CONTEXT PERMITS)

2.1 Uncertainties and challenging conditions in the economies in which the Group conducts its 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 and MSAs which the Group operates and will operate, and the amount that customers spend on food, beverages, entertainment and lodging in the forecourt and in MSAs, 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, the United States and in other countries could impact the availability of credit to the Group and the credit terms available to the Group with its major suppliers (including fuel suppliers). Any of these factors could have a material adverse effect on the Group’s business, results of operations and financial condition.

2.2 The Group operates in a highly competitive market The Group operates in a highly competitive petrol forecourt 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 and the Group’s MSAs hold premium locations, providing barriers to entry, there can be no assurance that it will be able to maintain its present competitive position in the future.

The Group will also compete with competitor operated MSAs, as well as wider food, beverage and hospitality offerings such as convenience stores, supermarkets, restaurants and hotels. The food and beverage retail, casual dining and hotel markets are highly competitive, and there is no guarantee that the Group will be able to maintain its competitive position and continue to attract strong footfall and sales.

Actions taken by the Group’s competitors (including but not limited to, opening forecourt or MSA sites in close proximity to existing Group 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

40 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.

2.3 The Group faces competition for new sites and it may not be successful in identifying or acquiring sites that meet its criteria An element of the Group’s growth strategy is based on its ability to identify and acquire existing petrol station and MSA sites as well as new sites for development in its key geographical target markets. 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.

2.4 If the Group is unable to renew or replace its leases or enter into leases on favourable terms, or if any of its current leases are terminated prior to the expiry of their stated term and the Group cannot find suitable alternate locations, its growth and profitability could be harmed As at the Latest Practicable Date, the Enlarged Group leases 294 of its locations. Certain of the Group’s leases provide for rent reviews, which generally take place every five years, at which time the Group’s rents could increase. The Group’s ability to maintain its existing rental rates during renewals or to renew any expired lease on favourable terms will depend on many factors, some of which are not within the Group’s control, such as conditions in the local real estate market, competition for desirable properties and the Group’s relationships with current and prospective landlords. In addition, there is a risk that some leases may not be renewed in due course or at all due to, among other factors, the condition of the real estate market at such time and the competition for sites. This could result in additional costs being incurred in selecting appropriate or equally suitable alternative premises and relocating to them and there is a risk that suitable alternative premises may not be available, particularly in light of regulations limiting the placement of MSAs. If the Group’s lease payments increase or the Group is unable to renew existing leases or lease suitable alternate locations, the Group’s profitability may be significantly harmed.

2.5 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.

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.

41 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.

2.6 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, alcohol, gaming, 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, loss of licences and permissions, prosecution and/or reputational damage.

In relation to licencing requirements, each of the Group’s 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 auto-fuel traders licence, a licence granted under the Dangerous Substances Act 1972, 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.

The MSA sector is subject to extensive regulation in the United Kingdom, and any changes to this may adversely affect the Group’s business. Although the Directors believe existing regulations and planning policies are currently beneficial to the Group due to its position in the market, they may be relaxed in the future, which could result in increased competition in the MSA sector and a reduced market share for the Group. Likewise, the Group’s market position could evolve such that even existing regulations could become burdensome to the Group.

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

2.7 Changes in transportation and traffic patterns could lead to decreased traffic levels and reduced footfall at the Group’s properties A variety of factors contribute to changes in the transportation industry that could have a negative impact on the Group’s business. For example, the actual or perceived effects of vehicle emissions have caused many individuals and organizations to reduce their fuel consumption and many governments to enact legislation restricting vehicle emissions (including through taxation). Likewise, automobile technology developments have focused heavily on reduced fuel consumption, a trend that will likely continue with improvements to alternative fuels such as electricity, hydrogen or compressed natural gas. Other factors, such as increasing traffic congestion, have further increased the desire for alternative forms of transportation. While the mass acceptance of electric vehicles is likely to increase visit frequency and dwell time at MSAs, it may have a material adverse impact on the Group’s fuel turnover.

Customers who are using alternative transportation methods that do not require travel on motorways, such as bicycles, trains, subways or trams, will almost certainly not stop at the Group’s MSAs. Customers who travel less frequently, who travel using alternative routes, who travel by bus or coach, or who use vehicles that consume less fuel, may stop at the Group’s MSAs less frequently. Any reduction in the number of customers stopping at the Group’s MSAs could result in decreased turnover

42 and have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s service areas have also been, and will continue to be, affected by changes to the motorway network. The development of new motorways, the addition or increase of tolls and prolonged road repairs, construction or alteration may result in changes to traffic patterns that negatively impact the Group’s business. These changes could include reduced vehicle traffic near the Group’s service areas, lower turning rates and temporary or permanent site closures. Any such change could result in reduced footfall and turnover at the affected locations.

Other factors such as an economic downturn or irregular events, such as fires, severe or prolonged weather events, earthquakes, pandemics, epidemics and terrorist activities in the United Kingdom or elsewhere may interrupt or reduce footfall at the Group’s MSAs and adversely affect the Group’s operations. The Directors cannot accurately predict the extent to which such events may affect the Group, directly or indirectly, in the future. A general economic downturn, lack of economic growth or any irregular events that reduce footfall at the Group’s properties could have a material adverse effect on the Group’s business, financial condition and results of operations.

2.8 Technological changes impacting the use of motor vehicles There continue to be innovations and developments (or commentary around such innovations and developments) in relation to motor vehicles, including, amongst others, the development of and increased sales of electric vehicles, the development of self-driving vehicles and vehicles with improved fuel efficiency. The Directors believe that many of these developments present opportunities for the Group’s business overall, however the effect of such innovations and developments is difficult to predict on the Group’s business and could have a material adverse effect on the Group’s business, financial condition and results of operations in the medium or long term.

2.9 Upgrade, refurbishment or redevelopment projects may suffer delays, may not be completed or may fail to achieve expected results The Group will periodically need 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 which could lead to a loss of revenues, cost overruns which are not borne by a third party developer, and poor quality workmanship which could impact the competitive position of the MSA, TRSA or forecourt in question. 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.

2.10 The Group depends on its relationships with its brand partners The Group’s food and beverage offerings are largely dependent on brand partners including Starbucks, Burger King, KFC, Costa Coffee, Subway, Greggs, Freshii, Waitrose and WH Smith. Maintenance of good relationships with its brand partners is 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.

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, for example, by way of a drop in customer volumes and/or sales at the 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.

43 2.11 An interruption in the Group’s fuel supplies would materially and adversely affect the Group’s business The Group generally maintains limited fuel inventories. As such, an interruption in the Group’s fuel supplies would quickly result in the Group’s inability to provide fuel to customers, which, in turn, could reduce the footfall in the Group’s MSAs. Interruptions in fuel supplies may be caused by industrial action, failures by the Group’s distributors and other partners, local conditions (such as a malfunction in particular pipelines or terminals), weather-related events (such as severe storms in areas where petroleum is extracted or refined) or national or international conditions (such as government rationing, acts of terrorism, war and other similar circumstances). Any limitation in available fuel supplies caused by these or other factors which limits the volume of fuel the Group can offer for sale may have a material adverse effect on the Group’s business, financial condition and results of operations.

2.12 Fuel price volatility may negatively affect the Group’s business Oil prices have fluctuated in recent years as a result of various factors such as global and regional supply and demand, geopolitical and economic uncertainty and pricing and availability of competing alternative fuel technologies. There can be no assurance that the price of oil will remain stable. Further, the Directors do not know what the impact will be on fuel litres sold or more generally if oil prices were to return to higher levels and thereby increase fuel retail prices. Because fuel costs are a material expense for many households, higher fuel prices may also have a wider impact on spending and travel. Volatile fuel prices may be exacerbated in the future, for example as a result of environmental legislation or regulation.

Changing fuel prices and the inability to project future prices have had and may continue to have several adverse impacts upon the Group’s business. For example, higher and more volatile fuel prices increase the working capital needed to maintain the Group’s fuel inventories and receivables, which increases the Group’s costs of doing business. Higher fuel prices have also resulted in higher truck shipping costs. This causes shippers to consider alternative means for transporting freight, which reduces commercial traffic on motorways and, in turn, negatively impacts the Group’s business. Additionally, high fuel prices could cause some of the Group’s customers to institute cost-saving measures, such as seeking out lower-priced competitors, and fuel conservation measures, such as lower maximum driving speeds and reduced engine idling. Higher fuel prices may also result in less travel by car and decreased fuel volumes sold, particularly to customers who regularly pay a fixed amount toward fuelling their car when they refuel at MSAs. Conversely, lower fuel prices could affect the Group’s profitability, and it may have to rely on other segments of the Group’s business to make up for lost profits. While lower fuel prices could lead to increased traffic, as many households may find it more affordable to travel, an increase in the Group’s fuel customers may not be sufficient for the Group to recover lost profit margins from lower fuel prices. If fuel prices or fuel price volatility increases, there could be a material adverse effect on the Group’s business, financial condition and results of operations.

2.13 The Group may experience difficulties arising from continued 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 anticipated expansion. There can be no assurance that the Group will be able to achieve any or all of the above successfully.

Furthermore, further acquisitions may be delayed or made at a slower rate because the Group will initially focus upon integrating and managing Welcome Break and, among other things, competition for new sites means the Group may not be able to identify attractive sites in its target geographies (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 need to 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 further acquisitions.

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

2.14 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 engaged in an enterprise resource planning transformation project which may result in a disruption to current business processes during the implementation phase. There can be no assurance that the Group’s systems post implementation will continue to be appropriate to support the Group in the future. 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, prospects and results of its operations.

2.15 The Group’s operating results depend, to a certain extent, on the reputation and awareness of the Applegreen and Welcome Break brand relationships The Directors believe that brand awareness, image and loyalty are key factors in the ability of the Group to achieve and maintain high customer throughput. The reputation and awareness of the Group’s brands 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 or Welcome Break brand relationships 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.

2.16 The Group is exposed to foreign currency exchange rate fluctuations The Group will incur expenses and revenues in a variety of currencies, particularly euro, pounds sterling and US dollars. As a result, it is subject to currency exchange risk including translation risk and economic risk. In particular, following Completion, and increasingly as the Group’s expansion in the United States of America continues, the Group’s exposure to operations predominantly conducted in pounds sterling and US dollars will increase. The Group is exposed to translation risk because its reporting currency is euro and hence fluctuations in foreign exchange rates, particularly between the euro, pound sterling and US dollar, impact the consolidation into euro 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.

2.17 Following Completion, the Group will be highly 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 Welcome Break Group has, in the past, been financed principally by way of debt facilities, and,

45 notwithstanding the AIP Additional Equity Investment, on a consolidated basis, the Group’s indebtedness will increase substantially following the Transaction. Notwithstanding that Welcome Break Group’s debt facilities are non-recourse to the rest of the Group, the Group’s facility agreements contain 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, a fixed charge ratio test and a minimum EBITDA 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.

The Directors intend to use cash flows generated by the Enlarged Group to pay down outstanding debt within the Enlarged Group, in order to reduce the net debt balance in the Group’s consolidated financial statements considerably over the next 24 months. However, if certain extraordinary or unforeseen events occur, including but not limited to events that lead to adverse movements in net profits or cash flows - including those cash flows generated by Welcome Break Group which are used to determine the level of excess cash that will be distributed by Welcome Break Group to its shareholders - these could lead to a 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, prospects and financial condition.

See paragraph 15.2 of Part 9 (Additional Information) for further information on the Syndicated Facilities.

2.18 The Syndicated Facilities contain provisions which may discourage or prevent parties from making a takeover bid for the Company Pursuant to the terms of the Syndicated Facilities, if a person or group of persons acting in concert (other than the existing shareholders as of 2 August 2018), 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.

2.19 A portion of the Group’s costs are fixed, and the Group may not be able to meet them if the Group’s turnover declines The Group’s service areas are open for business 24 hours per day, 365 days per year. Also, many of the Group’s locations were originally constructed more than 25 years ago. Because of the nature and intensity of the Group’s uses of the Group’s properties, the Group’s properties require regular maintenance to remain functional and attractive to customers. Although the Group strives to retain

46 flexibility in the Group’s staffing, maintaining and managing the Group’s service areas 24 hours per day, 365 days per year requires certain minimum staffing levels. If the Group cannot access capital necessary to maintain the Group’s properties and minimum staffing levels, there may be a material adverse effect on the Group’s business, financial condition and results of operations.

2.20 The Group is dependent on key personnel The Group is reliant on its directors, senior management team and key employees. If the Group is unable to retain its current key personnel and hire additional personnel with the requisite skills and experience, as necessary, 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 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.

2.21 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 adverse effect on its business, results of operations and financial condition.

2.22 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, or from consumers that use its MSAs, TRSAs and PFSs. 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. Any threatened or actual litigation against the Group, whether successful or not, could result in the Group incurring significant costs to contest or defend against. Such litigation could also affect the Group’s reputation or that of the brands it operates either as principal or under franchise agreements. As such, any threatened or actual litigation could have a material impact on the Group’s financial position, results of its operations, cash flows or business prospects.

2.23 The Group is subject to complex tax regimes in the multiple 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

47 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 has from time to time conducted, and intends to continue (in respect of the Enlarged Group) to conduct, 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 (Risk Factors), which will require a material additional amount of tax to be payable by the Group.

2.24 Regulatory and other changes resulting from the UK’s exit from the EU could impact the Group’s results On 23 June 2016, the UK held a referendum on its continued membership of the EU. This resulted in a vote for the UK to exit the EU. There are significant uncertainties at this time as to the terms of such an exit and the time frame for doing so in the case that a transition period is agreed with the other members of the EU. There are also significant uncertainties as to the current and future fiscal, monetary and regulatory landscape in the UK. There is also uncertainty in relation to how, when and to what extent the exit will have an impact more generally on the economy of the UK and Ireland and the growth of various industries, levels of investor activity and confidence in market performance. In the event that there are any such changes that materially (directly or indirectly) affect the Group or the sector in which it operates, such changes could result in higher operating costs and could have a material adverse effect on its business and cash flows, growth prospects, financial condition and operating results.

2.25 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 and Group’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.

2.26 The Group is subject to increased data processing requirements under General Data Protection Regulations The General Data Protection Regulation (“GDPR”) came into force across the EU in May 2018. The GDPR stipulates that if personal data is to be transferred from one party to another, it must insert certain clauses (which are set out by the legislation) relating to that transfer into the agreement with the recipient of that data. A failure to insert these clauses is a breach of the GDPR. The Group may process certain personal and confidential customer data (including customer names and addresses). Therefore the Group could be liable in the event of loss of control of such data or as a result of unauthorised third party access. Unauthorised data disclosure or loss of control of data could occur through malicious security breaches or as a result of human error. The loss of such data could result in significant reputational damage and additional costs relating to customer compensation. In the United Kingdom and Ireland, the Information Commission and the Data Protection Commission have powers to levy monetary penalties for the loss or unapproved disclosure of personal data and potential fines under the GDPR are up to the greater of 4 per cent. of annual worldwide turnover or €20 million although it is as yet unclear as to how GDPR will be policed in the United Kingdom or Ireland or what the approach of the Information Commission and the Data Protection Commission will be to any breaches. Whilst the Group has undertaken a GDPR risk assessment and updated its procedures and documentation in light of GDPR, in the event of a breach of the GDPR, any fine levied could be substantial and would adversely affect the Group’s results of operations.

48 2.27 The United Kingdom’s withdrawal from the EU may have a negative effect on global economic conditions, financial markets and the Group’s business Following the vote of a majority of the eligible members of the electorate in the United Kingdom to withdraw from the EU in the national referendum held on 23 June 2016, the UK government served notice under Article 50 of the Treaty of the European Union on 29 March 2017 to formally initiate a withdrawal process.

The referendum and withdrawal have created a high degree of volatility in exchange rates. Fluctuations between euro and sterling may either benefit or adversely affect the Enlarged Group’s results and financial position, as whilst the Group will report financial results in euro, a number of companies in the Enlarged Group deal in sterling and therefore transaction risk arises depending on the exchange rate.

3. RISKS RELATING TO THE ORDINARY SHARES 3.1 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.

3.2 There are a number of risks associated with an investment in a Company whose shares are admitted to trading on AIM and the ESM and the trading market for the Ordinary Shares may be subject to limited liquidity and price volatility There can be no assurance that an active trading market for the Ordinary Shares may develop, or if developed, that it will be maintained and the trading price for Ordinary Shares may fluctuate significantly following Admission. AIM and the ESM are markets for emerging or smaller companies and may not provide the liquidity normally associated with the Official List or other exchanges. The future success of AIM and the ESM and the liquidity in the market for Ordinary Shares cannot be guaranteed. In particular, the market for Ordinary Shares may be, or may become, relatively illiquid and therefore the Ordinary Shares may be or may become difficult to sell.

The market price of the Ordinary Shares could be subject to significant fluctuations due to a change in investor sentiment regarding the Ordinary Shares or in response to various factors and events, including the Enlarged Group’s performance generally, variations or anticipated changes in the Enlarged Group’s interim or full year operating results, market conditions in the sector, the industries of customers and the economy as a whole, business developments of the Enlarged Group and/or its competitors, significant purchases or sales of Ordinary Shares or trading volumes in the Ordinary Shares, sales by Directors or substantial shareholders, legislative or regulatory changes, and general economic, political or regulatory conditions and other factors outside the control of the Enlarged Group. Further, whilst B&J Holdings Limited’s interest in the Company’s issued share capital will be diluted on completion of the Placing, on Admission it will retain a significant shareholding in the Company which will limit the free float of the Company following Admission.

Potential investors should be aware that the value of securities and the income from them can go down as well as up, and investors may realise less than, or lose all of, their investment. The market price of the Ordinary Shares may not reflect the underlying value of the Enlarged Group and an investment in a security which is traded on AIM and the ESM might be less realisable and generally carries a higher risk than a security quoted on the Official Lists. The price which investors may realise for their holding of Ordinary Shares, and when they are able to do so, may be influenced by a large number of factors, some of which are specific to the Enlarged Group and others of which are extraneous.

3.3 There is likely to be a higher risk for shares traded on AIM and ESM than on the Official Lists 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.

49 Further, the contents of this Document have not been examined or approved by Euronext Dublin, the London Stock Exchange, the FCA or 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.

3.4 Sales of Ordinary Shares by certain Shareholders may affect the price of the Ordinary Shares 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.

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

3.5 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.

In addition, the Company operates the 2014 Share Option Scheme pursuant to which as at the Latest Practicable Date 17 options had been granted in the Company over a total of 6,850,000 Ordinary Shares with 1,490,000 options outstanding as at 27 September 2018. The Company also operates the LTIP pursuant to which as at the Latest Practicable Date 21 options had been granted in the Company over a total of 2,600,000 Ordinary Shares. For further details of these arrangements see paragraphs 12.2 and 12.3 of Part 9 (Additional Information) of this Document.

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.

3.6 The larger Shareholders in the Company will continue to 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 will continue to be the largest holder of Ordinary Shares, holding 41.31 per cent. of the Ordinary Shares immediately following Admission.

B&J Holdings Limited 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.

The Company 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, are at arm’s length and on normal commercial terms.

The interests of this large 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 it 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 largest Shareholder uses its influence over the Company’s voting capital in ways that are or may be adverse to the interests of other Shareholders.

50 3.7 Taxation The information contained in Part 8 (Taxation) of this Document relating to taxation is not exhaustive and only addresses certain limited aspects of taxation for shareholders in the Republic of Ireland and the UK. The information contained in Part 8 (Taxation) of this Document relating to taxation may be subject to legislative change which could affect the value of the Ordinary Shares or investments held by the Enlarged Group or affect the Enlarged 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.

3.8 Winding up of the Group 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 Group available to members only after the claims of all creditors of the Group have been settled.

3.9 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. 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.

3.10 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.

4. Forward-Looking Statements This document contains certain forward-looking statements that are subject to certain risks and uncertainties, in particular statements regarding the Enlarged Group’s plans, goals and prospects. These statements and the assumptions that underline them are based on the current expectations of the Directors and are subject to a number of factors, many of which are beyond their control. As a result, there can be no assurance that the actual performance of the Enlarged Group will not differ materially from the description in this Document.

51 PART 3:

INFORMATION ON APPLEGREEN

1. OVERVIEW Applegreen is a major petrol forecourt retailer with operations in the Republic of Ireland, the United Kingdom and the USA. The Company is pursuing a growth strategy focused on acquiring and developing new sites in each of the three markets in which it operates. As at 30 June 2018, the business operated 368 forecourt sites and employed approximately 5,300 people. Applegreen is the number one MSA operator in the Republic of Ireland.

The Company offers a distinctive convenience retail offering in the forecourt space with three key elements: l a “Low Fuel Prices, always” price promise to drive footfall to the stores; l a “Better Value Always” tailored retail offer; and l a strong food and beverage focus aiming to offer premium products and service to the customer.

Applegreen has a number of strategic partnerships with international brands including Burger King, Subway, Costa Coffee, Greggs, Lavazza, Chopstix, Freshii and 7-Eleven. The business also has its own food offering through the Bakewell café brand.

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 52.49 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 establishment of a quality food offering on its forecourt sites. The Applegreen brand was successfully launched in 2005 and the Group has subsequently expanded at a rapid rate and site numbers reached 75 by the end of 2010 (including sites in the UK from 2008), in which year the Group opened its first MSA and with it began the Group’s partnership with leading international food brands such as Burger King and Costa Coffee. By the end of 2014, the Group had over 150 sites across Ireland and the UK and had opened its first two sites in the east coast of the USA.

In June 2015, the Company achieved a successful IPO with an admission to trading on AIM and ESM pursuant to which it raised €70 million (gross) for the Company. Since that time, the Company has continued to pursue its stated strategy to accelerate the expansion of its estate by number of sites and rebrand a number of existing sites. At 31 December 2014, the Company had a total of 152 sites, located in the Republic of Ireland (96 sites), the United Kingdom (54 sites) and the United States (2 sites). At 30 June 2018, the Company had a total of 368 sites, with 184 sites in the Republic of Ireland, 112 sites in the United Kingdom and 72 sites in the United States. In order to help fund this continued growth, the Company successfully raised €46.9 million (gross) through a placing of new Ordinary Shares in September 2017. Figure 3.2.1 below provides an overview of the Group’s key milestones to date.

52 Figure 3.2.1 – Key milestones of the Group to date

2005 2008 2009 2010 2011 2012 24 53 64 75 81 95 StaƟŽŶs StaƟŽŶs StaƟŽŶs StaƟŽŶs StaƟŽŶs StaƟŽŶs

PetrŽgaslaƵŶches KƉĞŶƐĮƌƐƚĨŽƌĞĐŽƵƌƚŝŶh<͘ DŝstrŝbuƟŽŶCeŶtre ŽpeŶs͘ OpeŶs6MŽtŽrwayServŝce Areas LaƵŶchesůŽyaltycarĚ prŽgramme͘ 157,000ůŽyaltycarĚ hŽůĚers͘ theApplegreeŶ brĂŶĚ͘ (MSA)͘OutƐŽurcestraŶsacƟŽŶ prŽcessŝŶgtŽEXLŝŶ IŶĚŝa͘

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2013 2014 2015 2016 2017 JƵŶe 2018 119 152 200 243 342 368 StaƟŽŶs StaƟŽŶs StaƟŽŶs StaƟŽŶs StaƟŽŶs StaƟŽŶs

ŽmpletesƌĞĮŶĂŶĐĞŽĨďƵƐŝŶĞƐƐ͘ FuelcarĚĂŶĚĚealerŽīerŝŶglaƵŶchĞƐ͘2 ŽmpletessucceƐƐĨul IPO͘ OpeŶsawarĚ wŝŶŶŝŶŐ CŽmpletes raŶĚŝ GrŽƵpacquŝsŝƟŽŶ ŝŶ AŶŶŽƵŶcesWelcŽmereak acquŝsŝƟŽŶ͘ Acquŝres4MSAsŝtesŝŶ NI͘ sŝtesŽpeŶŝŶthe hSA͘ >ŝsburŶsŝteŝŶ NI͘ SŽuth CarŽůŝŶaaŶĚ Carsley GrŽƵp New brands: ChŽpsƟx,Lavazza, Greggs acquŝsŝƟŽŶ ŝŶ the h<͘ New brands: Subway New brands: Freshŝŝ,7-EleveŶ

3. MARKET OVERVIEW

Market Structure

Decline in the number of petrol stations in the Republic of Ireland and the United Kingdom As demonstrated in Figures 3.3.1 and 3.3.2, 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 reduced in recent years. This decline is associated with significant structural changes in the retail fuel market which are explained in more detail below.

Figure 3.3.1 – Petrol station numbers in ROI from 2005 to 2017 

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53 Figure 3.3.2 – Petrol station numbers in the UK from 2005 to 2017

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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 company 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 approximately 1,800 petrol stations in the Republic of Ireland of which the Directors estimate that 25 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 18 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 Group holds a 50 per cent. share in the Joint Fuel Terminal at Dublin Port. 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.

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 approximately 8,400 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

54 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 the United States The north east of the United States, where the Group operates 30 PFSs as at 30 June 2018, 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. The Group sees an opportunity to improve the offer for the customer in the north east and has begun to redevelop the store offers with the rollout of 7-Eleven’s instore.

In the south east of the United States, where the Group operated 34 PFS’s and eight stand-alone Burger King restaurants in South Carolina as at 30 June 2018, there is a high level of fuel consumption. The market in the south east is more competitive in price with many “discounters” operating in the market. This is contrary to the north east where brand loyalty is more recognised. The store proposition in this region tends to be less well developed than the Irish market and the Group is considering its options with respect to the most appropriate structure for this market.

Structural growth drivers The Directors believe that there are a number of key structural growth drivers in the Republic of Ireland, the United Kingdom and the east coast of the USA that provide a significant opportunity for the Group as an independent operator with a business model of competitively priced fuel combined with a quality retail and food and beverage offering: l forecast growth in Gross Domestic Product and increased disposable income is expected to lead to a greater propensity for car use resulting in increased turn in rates and spend per transaction. 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 3.9 per cent. year on year in the Republic of Ireland and 1.9 per cent. in the UK during 2017 (CSO, Bloomberg); l 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 the Directors do not expect that the supermarkets will seek to gain significant additional market share in the foreseeable future; l the motorway infrastructure in the Republic of Ireland has only been developed in recent years. In a policy document issued by the TII (previously the National Roads Authority) in August 2014, the TII highlighted a total requirement for 19 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 16 service areas in operation on the motorway network (including nine MSAs operated by Applegreen). The TII 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; l 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; l the markets in the Republic of Ireland, the United Kingdom and the United States are highly fragmented and the Directors estimate that a significant portion of the sites are operated by single site or small independent operators. The Group believes that opportunities exist to acquire and invest in certain of these sites to provide more compelling offerings to consumers; and

55 l 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 Circle K, which has a 33.2 per cent. market share compared to the Group’s 18.0 per cent. (including the Group’s unbranded stations) with Texaco and Maxol having 10.3 per cent. and 9.3 per cent. market shares respectively. 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. Irving Oil which purchased Ireland’s only refinery in Whitegate in Cork has recently announced the takeover of Top Oil which has approximately 9.0 per cent. of the fuel market.

Figure 3.3.3 – Market share by volume in the Republic of Ireland Operator Per cent. of fuel volume market share Circle K 33.2 per cent. Applegreen 18.0 per cent.* Texaco 10.3 per cent. Unbranded 4.8 per cent. Maxol 9.3 per cent. Top Oil 9.0 per cent. Tesco 4.1 per cent. Great Gas 2.5 per cent. Source: IFCR Yearbook 2018, Fuel Review *IFCR Yearbook shows Applegreen fuel market share at 13 per cent. which reflects Applegreen branded sites only. Non Applegreen branded sites within Applegreen’s estate account for a further five per cent.

United Kingdom In the UK, the major supermarkets (Tesco, Asda, Sainsbury’s and Morrisons) have a significant market share in fuel sales (approximately 44 per cent. from approximately 18 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.

There continues to be consolidation in the independent forecourt sector in the UK. Smaller independents and single site operators continue to be acquired by the larger independent groups. Most recently MFG have announced the acquisition of MRH to create the largest independent group in the UK with an estate of approximately 930 sites. It is expected that as part of the acquisition the combined entity will need to dispose of approximately 29 sites. 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 3.3.4 – Market share by volume in the UK Operator Per cent. of fuel volume market share Supermarkets (Tesco, Asda, Sainsbury’s, Morrisons) 44 per cent. BP 15 per cent. Shell 12 per cent. Esso 11 per cent. Texaco 5 per cent. Source: Experian Catalist (November 2017)

56 4. THE BUSINESS As at 30 June 2018, the Group had approximately 5,300 staff in the Group’s aggregate total of 368 sites, which are located in the Republic of Ireland (184 sites), the United Kingdom (112 sites) and United States (72 sites). The Group has significantly grown its number of sites in recent years, with a compound annual growth rate in sites of 29 per cent. since the end of 2014 to 30 June 2018. The approximate location of the Group’s sites in the Republic of Ireland, the UK and United States are shown in Figures 3.4.1 and 3.4.2 below.

Figure 3.4.1 – Applegreen site locations in Ireland as at 30 June 2018(1)

Source: Applegreen (30 June 2018) Notes: (1) The information shown on in the map in Figure 3.4.1 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.

Figure 3.4.2 – Applegreen site locations in the United Kingdom as at 30 June 2018(1)

Source: Applegreen (30 June 2018) Notes: (1) The information shown in the map in Figure 3.4.2 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.

57 Figure 3.4.3 – Applegreen site locations in the North East of the United States as at 30 June 2018(1)

Source: Applegreen (30 June 2018) Notes: (1) The information shown in the map in Figure 3.4.3 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.

Figure 3.4.4 – Applegreen site locations in the South East of the United States as at 30 June 2018(1)

Source: Applegreen (30 June 2018) Notes: (1) The information shown in the map in Figure 3.4.4 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 and Petrol Filling Stations, further details of which are set out below.

58 Service Area Sites As at 30 June 2018, in the Republic of Ireland, the Group operated six MSA sites under 25-year licences from the Republic of Ireland government and three further MSA sites on land located near to existing motorway exits. In the UK, the Group operated three MSAs all of which are located in Northern Ireland. 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 brand, Bakewell, and international brands including Costa Coffee, Burger King, Subway, Greggs, Chopstix and Freshii.

In addition, the Group operates other TRSA sites, which are not located on motorways. These are large sites, branded as Applegreen, typically brown/green field developments, close to heavily trafficked or urban routes that have a big plot size and ample parking. 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 30 June 2018, the Group operated a total of 23 TRSA sites in the Republic of Ireland and 8 TRSAs in the UK.

Petrol Filling Stations (“PFS”) As at 30 June 2018, the Group operated 262 PFS (89 in the Republic of Ireland, 101 in the United Kingdom and 72 in the United States). At the same date, 43 per cent. of the Group’s current PFS estate was operated under the Applegreen brand name. In addition, the Group had 66 sites (as at 30 June 2018) which were supplied under an existing non-Applegreen fuel supply agreement and branded accordingly. Applegreen branded sites have received significant investment, in particular with a high quality food proposition based around its own food brand, Bakewell, and/or an international brand such as Subway or Burger King. The retail proposition is built to reflect the local demographic. In the United Kingdom, there is a significant alcohol offering in a number of the sites.

The Group has engaged in a process of upgrading and rebranding a number of its sites over recent years to the Applegreen brand, a process which is expected to continue following Admission. For example, during the year ended 31 December 2017, the Group rebranded seven PFSs in the UK and seven in the Republic of Ireland. As at 30 June 2018, 75 per cent. of the Group’s PFS estate in the Republic of Ireland and 40 per cent. of the PFS estate in the UK were branded as Applegreen sites.

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 30 June 2018, there were 63 Group Dealer Sites.

In the United States, all the sites are PFS sites and a majority of the sites are operated under a third party fuel brand. The Group has partnered with 7-Eleven to operate 7-Eleven convenience stores in selected sites and as at 30 June 2018 had opened two with others approved for conversion. The Group acquired a network of sites in South Carolina in October 2017 which included 19 Burger King restaurants and 5 Subway restaurants. The Group is pursuing a capital light expansion approach in the geography, with the Group’s partners acquiring sites and Applegreen entering into a leasehold arrangement to operate the site.

Summary of the Group’s sites in the Republic of Ireland and the United Kingdom and international branded food offerings as at 30 June 2018 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 large number of locations across the Applegreen estate. A summary of the Group’s sites in the Republic of Ireland, the UK and the United States as at 30 June 2018 is set out in Figure 3.4.5 below. Figure 3.4.6 below gives a summary of the Group’s International food offerings as at 30 June 2018.

59 Figure 3.4.5 – Summary of the Group’s sites in the Republic of Ireland, United Kingdom and the United States as at 30 June 2018 ZŽ/^ŝƚĞ EƵŵďĞƌƐ ϴϴй ŽĨ ƚŚĞ ZK/ ĞƐƚĂƚĞ ŝƐ ŶŽǁ ďƌĂŶĚĞĚ ƉƉůĞŐƌĞĞŶ ;ϯϭ  ĞĐ ϮϬϭϳ͗ ϴϴйͿ

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Source: Applegreen (30 June 2018)

60 Figure 3.4.6 – Summary of the Group’s International Food Offers as at 30 June 2018 (Total: 274)

Source: Applegreen (30 June 2018)

Business model The Group operates a distinctive retail led business model which is built around the following key features: l “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; l “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 l 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, Greggs, Chopstix and Freshii.

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 of the Group’s larger sites are currently managed by employees who are compensated via a package which includes a significant bonus element. These arrangements are structured whereby the site managers are responsible for achieving a budget which is set at the start of the year and receive a bonus depending on the site performance relative to the budget.

Retail supply chain In the Republic of Ireland, 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. The Group manages its supply for

61 store products through an arrangement with one key national supplier for store products and via the franchisor’s respective supply chains for its food brands.

In the USA, the Group manages its supply for its own brand stores via national third-party distributors and manages its franchisee offers (7-Eleven, Burger King and Subway) via the franchisor’s respective supply chains.

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 30 June 2018 the Group had 153,000 active loyalty card members) and its fuel card for commercial customers (as at 30 June 2018 the Group had approximately 2,800 active fuel card members). The Group’s fuel card business was expanded into the UK during 2017. In addition, the Group has a strong ‘giving back’ culture and the Group has raised over €2.5 million 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 2016 and the Retail Excellence Ireland Forecourt of the Year Award in 2017;

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 the majority of non-fuel products in the Republic of Ireland – the operation of the Group’s own distribution centre (as described previously) 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 9.4 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing)) 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.

62 6. THE GROUP’S CURRENT 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 above): l “Low Fuel Prices, Always” price promise l “Better Value Always” in shop l High quality food and beverage offering

Growth strategy The Group is committed to expanding its estate across each of the territories in which it operates and its growth strategy encompasses four main pillars as set out below:

Upgrade and rebrand existing network As of 30 June 2018, 88 per cent. of the estate in the Republic of Ireland and 46 per cent. of the estate in the UK were branded as Applegreen sites (the Group’s premium brand). On completion of the acquisition of a new PFS site, the site is typically rebranded on the forecourt canopy as a “Low Fuel Prices, Always” site requiring minimal capital expenditure. If it is appropriate and practicable at a site and if it meets the Group’s minimum return hurdle rates, the Group will invest in upgrading and rebranding the location to its premium Applegreen brand. There is an ongoing programme of investment in the estate that will continue across each territory.

A different approach is taken in the US where the majority of sites are operated under a third party fuel brand. In the United States, the Group has partnered with 7-Eleven to operate 7-Eleven convenience stores in selected sites with two opened as at 30 June 2018 and a number of others approved for conversion.

Expand the PFS estate Applegreen plans to continue the expansion of its PFS estate in the Republic of Ireland, the UK and the US. The Group has dedicated personnel in each of its territories whose sole focus is 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 Applegreen plans to develop further Service Area sites. As part of the Transaction, the UK service area development pipeline will transfer to the Welcome Break Group and all future service areas development activity in the UK will occur in the Welcome Break Group. The Group’s dedicated site identification capability, explained above, is complemented by an in-house new site development team (again focused on each territory). They develop and progress applications with local governmental and regulatory authorities and deliver the construction programme directly.

Group acquisitions During 2017, the Group made two large group acquisitions; the Brandi Group, a 42 site retail operation based in Columbia, South Carolina and the Carsley Group, a seven site forecourt retail operation based in the UK. During 2018, the Group completed the acquisition of a 7-site group in Columbia, South Carolina and announced the acquisition of a 43 site group in Florida which is expected to complete in September 2018. The Group will consider making acquisitions of groups of sites as and when they become available and if they are in the best interests of the Group.

Completion of the Transaction will not alter the Group’s strategy and the Transaction represents part of the Group’s strategy. As set out in paragraph 4 of Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing), the AIP Agreement provides that the Company will control the Welcome Break Group’s operational matters and strategy, and will have the right to appoint the CEO, CFO and executive management team of the Welcome Break Group.

63 7. HISTORICAL TRADING The contents of the table below have been extracted without adjustment from the financial information in Applegreen’s audited financial statements for the years ending 31 December 2015, 31 December 2016, 31 December 2017 and the unaudited financial information for the six months ended 30 June 2018 which have all been incorporated by reference in Part 6 (Historical Financial Information) of this Document.

FY2015 FY2016 FY2017 H1 2018 €’m €’m €’m €’m Income statement Revenue 1,081.5 1,177.6 1,428.1 854.9 EBITDA 25.1 30.5 37.1 18.4 Adjusted EBITDA 28.9 32.0 39.8 19.4 Balance Sheet Non-current assets 187.1 226.5 322.9 345.4 Current assets 88.8 79.6 116.0 126.8 Current liabilities 119.5 137.3 181.0 215.3 Non-current liabilities 58.1 53.8 76.5 68.2 Net assets/(liabilities) 98.3 115.0 181.3 188.7

8. GROUP STRUCTURE Applegreen’s issued share capital consists solely of Ordinary Shares which were admitted to trading on ESM and AIM prior to the announcement of the Transaction. Trading in Applegreen’s Ordinary Shares has been suspended since the announcement until the publication of this Document as required by the ESM Rules and the AIM Rules. The Applegreen group comprises Applegreen and its subsidiaries. Applegreen directly holds shares in Petrogas Holdings Limited. Shares in the other subsidiaries are held directly or indirectly by Petrogas Holdings Limited. All subsidiaries are wholly owned by the Company with the exception of SuperStop (Holdings) Limited where the Company owns 50 per cent. Further information on the Group is set out in Part 9 (Additional Information) of this Document.

9. PROPERTY As at 30 June 2018, 47 (41 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 68 (59 per cent.) leasehold compared to 40 (36 per cent.) and 72 (64 per cent.) in the United Kingdom respectively. As at the same date the Group had 72 sites in the United States, of which 67 were leasehold. The Group’s leasehold sites are typically long-term in nature (as at 30 June 2018, the average lease length remaining in the Republic of Ireland, the United Kingdom and the United States was approximately 15, 15 and 11 years respectively). 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.

64 PART 4:

INFORMATION ON WELCOME BREAK

1. OVERVIEW OF WELCOME BREAK Welcome Break is one of the three largest MSA operators in the UK, attracting approximately 85 million motorway customers per year. Welcome Break’s portfolio consists of 24 MSAs (10 of which are double MSAs on either side of the motorway), two TRSAs, 20 Starbucks Drive-Thrus as well as 20 Days Inn and 9 Ramada Hotels. It employs approximately 5,000 staff to operate a range of food and retail brands such as Waitrose, Starbucks, Pizza Express, Harry Ramsden’s, Subway, WH Smith, KFC and Burger King.

Welcome Break has five primary categories of service offering across its estate: catering, amenity retail & convenience food, forecourt/lodging, fuel and amusements, in order to serve a broad range of customers. This diversified offering allowed Welcome Break to grow non-fuel revenues and gross profits at compound annual growth rates of 3.7 per cent. and 3.0 per cent., respectively, between FYEJan2016 and FYEJan2018. Approximately 50 per cent. of Welcome Break’s non-fuel revenues come from catering sales, which grew at a CAGR of 5.8 per cent. in the same period.

Welcome Break’s recent growth strategy has been to drive growth in turn-in rates by: l rolling-out successful franchise catering offerings across its estate (including Starbucks Drive-Thrus); l installing electric vehicle superchargers; l converting forecourts to the branded Welcome Break offering; and l identifying selective acquisitions of hotels as well as suitable Days Inn hotels in the current portfolio to rebrand as Ramada.

Welcome Break is headquartered in Newport Pagnell, United Kingdom. In the year to 30 January 2018, Welcome Break generated revenues of £720.1 million, Adjusted EBITDAR of £95.1 million and Adjusted EBITDA of £65.6 million. As at 30 January 2018, net debt stood at £385.5 million (excluding shareholder related loans) and gross assets were £481.1 million.

Welcome Break’s MSA estate is predominantly held under long-term leaseholds, with a statutory right to extend the majority of the leases at prevailing commercial rates, as well as two freehold MSA sites.

2. HISTORY AND BACKGROUND Welcome Break’s history traces back to 1960 when it acquired its first site, Newport Pagnell. Since then it has developed an estate of 35 locations across the UK strategic road network (“SRN”). In its current form, the Directors believe that the business has a strong track record of over 10 years and has proved itself to be resilient during the most recent financial crisis.

In 1986, Trust House Forte merged with Welcome Break and in 1995 Granada purchased Trust House Forte (including Welcome Break). In 1997, The Monopolies and Mergers Commission required Granada to divest of Welcome Break, which resulted in the sale of the business to Investcorp. In 2008, the business was acquired by a consortium of infrastructure investors including NIBC who acquired a 55.02 per cent. stake in Welcome Break with the balance being acquired by ING and Whitehelm. In 2017, Welcome Break’s current financing structure was put in place and WB LP (an affiliate of Welcome Break Investors) acquired its 44.98 per cent. stake in Welcome Break from ING and Whitehelm.

65 3. MARKET OVERVIEW Overview of the UK MSA Market MSAs are regulated sites and the only commercial presence allowed by the Government on UK motorways, providing a variety of goods, amenities and services including fuel, catering, retail offerings and accommodation, subject to certain minimum service requirements. These services satisfy the essential needs of passing traffic, with visits primarily driven by basic human needs, such as to use toilet facilities, eat, rest or refuel a vehicle. This results in a stable and predictable flow of visitors. Within the UK regulatory framework, MSA operators are required to provide fuel, free toilets, telephones and parking spaces 24 hours a day, 365 days a year.

There are 112 MSA sites in the UK, with Moto, WB, Roadchef and Extra controlling 94 per cent. of the market by number of sites. There are also a number of smaller operators such as Westmorland, Stop 24 and Euro Garages. Historically, the regulators (DfT and Highways England) imposed minimum spacing limits between MSAs, so that MSAs would be approximately 28 miles (or 30 minutes driving time) apart. The market displays highly stable underlying market dynamics, with predictable visitor numbers and, as a result of the sector’s demand drivers (i.e. necessity and convenience) and minimum spacing limits, there is limited competition between operators.

The provision of goods and services at MSAs has historically been highly regulated, however, in recent years, the degree of regulation has been relaxed. MSAs now offer an increasingly diverse range of catering and retail options, which have afforded MSA operators the scope to grow alternative sales and profit streams.

The development of MSA sites and the catering and retail offerings they provide are now decided principally at a local planning authority level with fewer restrictions on both new developments and service offering than has historically been the case. Whilst minimum spacing limits are no longer imposed by the regulators, local planning authority restrictions and the capital investment required to develop a MSA continue to represent relatively high barriers to any significant expansion of the number of MSAs in the network, making it difficult for any new entrant to establish itself in the market as demonstrated by figure 4.3.1 below.

Figure 4.3.1, UK MSA Developments

 Source: www.motorwayservicesonline.co.uk

The MSA sector in the UK benefits from resilient customer flow driven by sustainable, long-term traffic growth, with exposure to improving UK economic growth. There is a strong correlation between performance of the MSA sector and traffic growth, with traffic volumes expected to increase at a CAGR of 1.7 per cent. until 2020 and 1.1 per cent. in the long term (2040) (Source: DfT).

66 Figure 4.3.2, UK Traffic and Real GDP Growth (1995 to 2040)









                 

 

 

 


Source: Economist Intelligence Unit, PwC

The three largest MSA operators (Moto, Welcome Break and Roadchef) operate the majority of commercial activities within their main amenity building, while the fourth largest operator (Extra) leases space in its main buildings to brands which operate independently. Fuel and retail services on filling stations are either operated fully by the MSA operator with fuel supply agreements with oil companies, or by the oil companies themselves.

Key competitors The top four operators have strong branded catering, retail and accommodation offers, and in a number of cases, operate the same brands. Welcome Break operates a premium portfolio of brands, and is the only MSA operator to franchise Starbucks and Waitrose.

Moto l Moto is the largest MSA operator with a national network of 60 sites at 45 locations, including 45 MSA locations as well as a number of off-motorway locations, throughout England, Wales and Scotland. Moto employs approximately 5,000 people across its sites. Its food offering includes Burger King, Costa, Greggs, KFC and M&S Simply Food and others.

Roadchef l Roadchef is the third largest operator with 23 MSA sites and also owns one TRSA, Sutton Scotney. Its food offering includes McDonald’s, Costa, Chozen Noodle and Fresh Food Café and has more recently announced the addition of a convenience offering through Spar.

Extra l Extra owns six MSAs across the UK, as well as another three TRSAs. The Extra MSA model is different to that employed by all other MSA operators. Extra develops and owns the MSA but lease out space to individual operators for catering, retail, fuel and hotel operations. Extra restricts its day to day operations to servicing and managing the real estate similar to shopping centres and airport sites.

67 Other Operators l There are a small number of independent players aside from the top four, who together operate eight sites at five locations; Westmorland (four sites), Euro Garages (two sites), Stop 24 (one site), and BP Connect (one site).

Figure 4.3.3 – The Top Four Operators: Key Third – Party Brands 7 89$!4)!"8@!)4 2 !)"%! )" !$& '%" # A!%5 !8 ")$#B!)4

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4. WELCOME BREAK’S BUSINESS Welcome Break’s portfolio consists of 24 MSAs (10 of which are double MSAs on either side of the motorway), two TRSAs, 20 Starbucks Drive-Thrus as well as 20 Days Inn and 9 Ramada Hotels. Figure 4.4.1 below, shows the location of Welcome Break’s sites.

Figure 4.4.1 – Location of Welcome Break’s sites


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68 Business model Welcome Break offers five primary categories of products and services across its estate: catering; amenity retail and convenience food; forecourt (non-fuel and lodging); fuel; and amusements/other. Further detail on these business segments and sales and gross profit contribution are set out below in Figure 4.4.2.

Figure 4.4.2 Welcome Break Business Segments Overview and Sales and Gross Profit Contribution

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(1) Catering In the catering business segment, Welcome Break has pursued a broad strategy, introducing a range of popular high street brands such as Starbucks and KFC. The latest initiative has been to replace ‘Eat In’ with a ‘Food Court’ concept including brands such as Subway and Harry Ramsden’s. Details of Welcome Break’s catering partners are set out below:

Figure 4.4.3 – Welcome Break Catering Brands Overview

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69 (2) Amenity Retail and Convenience Food Amenity Retail The amenity retail segment includes sales of all traditional confectionary, tobacco and news type products within the amenity buildings. These products are offered in a variety of formats with the most common outlet being WH Smith which has 34 units. WH Smith enables Welcome Break to supply customers with different products with no direct substitute available in other onsite brands.

Convenience Food The Convenience Food segment includes the 27 Waitrose stores that Welcome Break has introduced at its sites over the past few years. Through these stores it has been able to create incremental and stable revenues by diversifying its product offering. The Waitrose stores have helped drive transaction numbers, spend per head and an increase in fuel volumes. Waitrose sales target the commuter “buy-for-later” market, whilst the relaxation of regulation allows for the sale of alcohol onsite.

(3) Forecourt Retailing and Lodging

Forecourt Retailing Customers stopping for fuel present an opportunity to cross-sell forecourt retail offerings. Forecourt stands offer traditional confectionary, tobacco and news products, specialist motoring products aimed at commercial drivers. Welcome Break has rolled out the Deli2Go brand across 23 sites, targeting food sales to commuters or customers who would not otherwise have entered the amenity building.

Lodging Welcome Break operates 29 hotels under the Days Inn and Ramada brands. 23 of the hotels are co-located on MSA sites while the remaining six are standalone. The largest hotels have recently been converted to the Ramada brand, allowing for higher occupancy rates across the portfolio (c.75 per cent.) and revenue per room to be achieved. Lodging sales have grown at a CAGR of approximately 5.6 per cent. between FYEJan2016 and FYEJan2018, primarily driven by the adoption of a pricing strategy which has also improved revenue per room, with a revenue per available room CAGR of c.4.5 per cent. from FYEJan2016 to FYEJan2018, and c.51 per cent. gross profit margin.

(4) Fuel Welcome Break operates 35 forecourts across the estate through fuel supply arrangements with BP and Shell. Historically these fuel agreements would have been in effect rental agreements with the oil company paying a rent plus a contribution to the company. There has been a recent shift within Welcome Break to move sites to a “Platts Plus” model which has given Welcome Break more flexibility around pricing to customers as well as incremental margins.

(5) Amusement and Other MSAs generally include one or more amusement areas that consist of arcade games and/or gambling machines. Other income form this division also includes ATM commissions and parking fees. Strict laws governing journey times and rest stops for commercial drivers requires stops of at least 45 minutes every four and a half hours. New legislation has placed restrictions on prizes and price per play however amusements continue to provide a predictable high margin income stream to MSA operators.

Site management Remuneration for site managers includes a bonus element which is dependent on the contribution delivered by that site against the budget set. Similarly, unit managers of individual stores within a site have a bonus directly linked to the achievement against their individual budgets. The budgets are set at the start of the year and bonuses to site management are paid annually with available payments being in direct proportion to the size of the site/unit and its contribution to overall company targets.

70 5. CURRENT STRATEGY Welcome Break management’s strategy to date has been to focus on the continued operational effectiveness of the existing Welcome Break offering. The Company’s key objectives in this regard are: l increasing turn-in rates through the further roll-out of the brand portfolio and new branded signage; l building transaction numbers and spend per transaction by driving operational improvement; l roll-out of Starbucks and KFC Drive-Thrus across the Welcome Break estate; l conversion of forecourts to branded Welcome Break offering; and l reducing costs at both site level and centrally through labour optimisation and energy saving initiatives, including IT strategies.

6. HISTORICAL TRADING The following financial information relating to the Welcome Break has been extracted without material adjustment from the financial information as set out in Section B(ii) (Welcome Break Historical Financial Information) of Part 6 (Historical Financial Information) of this Document and should be read in conjunction with the full text of this Document. Investors should not rely solely on the summarised information.

End January FYEJan2016 FYEJan2017 FYEJan2018 £’m £’m £’m Income statement Revenue 644.0 672.6 720.1 EBITDA 62.8 63.0 55.0 Adjusted EBITDA 55.3 61.8 65.6 Balance Sheet Non-current assets 401.5 393.3 390.9 Current assets 75.1 63.2 90.2 Current liabilities 57.1 48.0 54.6 Non-current liabilities 716.6 753.3 801.3 –––––––––– –––––––––– –––––––––– Net assets/(liabilities) (297.1) (344.8) (374.8) –––––––––– –––––––––– ––––––––––

7. CURRENT TRADING AND PROSPECTS Current trading is in line with plan and the Directors are pleased with the performance since FYEJan2018. Welcome Break has continued with its capital expenditure programme including the further roll-out of drive- thru coffee offerings and the upgrade of certain sites within the estate.

8. GROUP STRUCTURE The Welcome Break Group comprises AGL and its direct and indirect subsidiaries including AEL. All subsidiaries are wholly owned by AGL, save for one subsidiary, Motorway Services Limited, where Welcome Break owns 91.7 per cent. of the share capital and a petroleum manufacturer holds the remaining 8.3 per cent. In the case of Welcome Break Holdings Limited, all of the shares which carry voting and dividend rights are held by AGL. B ordinary shares, amounting to 6.86 per cent. of the share capital of Welcome Break Holdings Limited, which do not carry voting or dividend rights, are held by Welcome Break Group management under a five year incentive plan.

9. PROPERTY Welcome Break owns the freeholds of two MSA sites. The remainder of the MSA sites are a mix of long- term leaseholds from Highways England (seven MSA sites), long-term commercial leaseholds with Extra/M3 (nine sites), and commercial leaseholds expiring between 2027 and 2112 (six sites).

71 PART 5:

FURTHER INFORMATION ON THE TRANSACTION, THE ENLARGED GROUP AND THE PLACING

1. PRINCIPAL TERMS OF NIBC AGREEMENT Acquisition On 2 August 2018, the Company entered into the NIBC Agreement with NIBC pursuant to which the Company agreed to acquire, on the NIBC Completion, a 55.02 per cent. holding in Welcome Break by the acquisition of shares in AGL and unsecured subordinated Eurobond fixed rate notes issued by AEL, in each case, held by NIBC.

Consideration The consideration payable pursuant to the NIBC Agreement is approximately €361.8 million (the “AGL Base Purchase Price”) plus an amount equal to interest at a rate of 4 per cent. per annum accruing on the AGL Base Purchase Price from and including 2 August 2018 to and including the date of the NIBC Completion, such amount to be adjusted for any leakage unless the leakage is permitted under the NIBC Agreement (the “AGL Consideration”).

The Transaction has been agreed on the basis of the AGL Locked Box Accounts.

Conditions to the NIBC Completion The NIBC Completion is conditional upon the following conditions (the “NIBC Conditions”): (a) the agents under the WB Senior Facilities Agreement and the WB Junior Facilities Agreement either confirming that the transfer to the Company amounts to a “Permitted Change of Control” (as defined in the WB Senior Facilities Agreement and the WB Junior Facilities Agreement) or the requisite consents are obtained under the WB Senior Facilities Agreement, the WB Junior Facilities Agreement and the WB Intercreditor Agreement; and (b) the Ordinary Shareholder Resolution is passed at the EGM (the “NIBC Shareholder Approval Condition”).

Termination of the NIBC Agreement NIBC has the right to terminate the NIBC Agreement in the event that the Ordinary Shareholder Resolution or any other resolution proposed to the Shareholders at the EGM, as set out in this Document, is not passed at the EGM or the Board withdraws or amends its Recommendation. The NIBC Agreement will automatically terminate if the NIBC Conditions are not satisfied or waived on or before 5.00 p.m. on 2 December 2018 (the “NIBC Long Stop Date”).

Break Fee In the event that: (a) the Ordinary Shareholder Resolution or any other resolution proposed to the Shareholders at the EGM, as set out in this Document, is not passed at the EGM; (b) the Board withdraws or amends its Recommendation; (c) the Company fails to comply with its completion obligations and NIBC terminates the NIBC Agreement; or (d) the NIBC Shareholder Approval Condition has not been satisfied or waived on or before the NIBC Long Stop Date and the NIBC Agreement automatically terminates as a result, the Company must pay a break fee of one per cent. of the AGL Consideration (excluding leakage) to NIBC.

In the event that: (a) each of the NIBC Conditions has been satisfied or waived; (b) the Market MAC Conditions (defined below) have not been satisfied or waived; and (c) NIBC terminates the NIBC Agreement, the Company must pay £25 million to NIBC.

In addition, in the event that a claim is brought against the Company: (i) as a result of it failing to comply with its completion obligations and NIBC terminates the NIBC Agreement; and (ii) if the conditions in the Underwriting Agreement relating to a market material adverse change (the “Market MAC Conditions”) have not been satisfied or waived, the Company will only be liable for a claim for breach of clause 6 or schedule 2 (which relate to completion obligations) of the NIBC Agreement in the event that the claim exceeds £25 million and the Company will only be liable for the amount by which the claim exceeds £25 million, up to £50 million.

72 Pre-Completion Undertakings The NIBC Agreement contains standard pre-completion undertakings from NIBC with respect to the conduct of the Welcome Break business. The Company has also provided certain pre-completion undertakings including, inter alia, procuring that the Recommendation is not withdrawn or amended, the Underwriting Agreement is entered into, the conditions in the Funding Documents are satisfied and the conditions and obligations under the Syndicated Facilities Agreement are satisfied and complied with.

Warranties The NIBC Agreement contains warranties from each of the Company and NIBC to the other as to their power, authority and capacity to enter into and perform their respective obligations under the NIBC Agreement and the agreements to be entered into pursuant to the NIBC Agreement (the “NIBC Transaction Documents”), that they are solvent and as to the validity and binding nature of the NIBC Agreement and the NIBC Transaction Documents as well as warranties given by NIBC in relation to power, authority and capacity to enter into and perform obligations under the NIBC Agreement and the NIBC Transaction Documents, solvency, the validity and binding nature of the NIBC Agreement and the NIBC Transaction Documents and NIBC’s ownership of the shares and Eurobonds to be sold to the Company (the “NIBC Fundamental Warranties”).

NIBC also provided warranties in relation to the ownership of the shares in Welcome Break Group companies, there being no agreements or arrangements to allot shares in AGL or its subsidiaries, AGL not having passed a resolution to increase or reduce its issued share capital, there being no encumbrance over the shares in AGL and its subsidiaries (save for those under the WB Senior Facilities Agreement and the WB Junior Facilities Agreement), the due incorporation and valid existence of AGL and its subsidiaries and in respect of the AGL Locked Box Accounts (together, the “NIBC General Warranties”).

The NIBC General Warranties were given on the basis of the actual awareness of NIBC at the date of the NIBC Agreement, being the actual knowledge of named non-executive directors of AGL appointed by NIBC having made reasonable enquiry of certain executives of Welcome Break.

Limitations on Liability In relation to claims relating to a breach of the NIBC General Warranties (a “NIBC Claim”), the amount of damages payable in respect of a single NIBC Claim must exceed €50,000 and NIBC will not be liable unless the aggregate amount of all NIBC Claims exceeds one per cent. of the AGL Base Purchase Price. NIBC’s aggregate liability in respect of all NIBC Claims is subject to a cap of 10 per cent. of the AGL Base Purchase Price. NIBC’s total aggregate liability in respect of any claims arising under the NIBC Agreement is capped at the AGL Consideration.

Claims under all warranties must be made within 18 months of the NIBC Completion.

2. PRINCIPAL TERMS OF THE MANAGEMENT WARRANTY DEED Management Warranty Deed The Warrantors entered into a warranty deed on 2 August 2018 with the Company (the “Management Warranty Deed”) in connection with the NIBC Agreement.

Basis of the MWD Warranties Each of the Warrantors provided the warranties in the Management Warranty Deed relating to AGL and its subsidiaries (the “MWD Warranties”) on a several basis based on their actual awareness having made due and reasonable enquiry of certain executives in the Welcome Break Group.

MWD Warranties The MWD Warranties included warranties in respect of the following areas: assets, material contracts, connected party arrangements, employees, pensions, property, litigation, tax, compliance, environmental notifications, finance and security arrangements, information technology/intellectual property/data protection, insurance and anti-money laundering/anti-corruption (the “NIBC Insured Warranties”).

73 Limitations on Liability The Warrantors have no liability under the Management Warranty Deed in respect of any claim: (a) if the matter has been fairly disclosed in the disclosure letter and the due diligence reports prepared in connection with the Acquisition; (b) if the matter was included in the AGL Locked Box Accounts; (c) if the Company had actual knowledge of the matter; or (d) if the liability under the claim would not have arisen but for a change in taxation law or accounting or tax practices, a change in the accounting policies of AGL or its subsidiaries or an act, omission or change by the Company or AGL or its subsidiaries after the NIBC Completion (unless required by law or a contractual obligation entered into before 2 August 2018).

In relation to any claim for breach of the MWD Warranties, the amount of damages payable in respect of a claim must exceed £100,000. The maximum liability of each Warrantor is £0.50. The liability of the Warrantors in respect of warranty claims under the Management Warranty Deed will terminate 18 months after the NIBC Completion unless notice of a warranty claim has been given before the expiry of 18 months. Proceedings must commence within six months of giving notice of a warranty claim.

The Company agreed to not make any claim against the Warrantors arising out of a breach of the MWD Warranties except: (a) if it is required to permit or facilitate a claim by the Company under a warranty insurance policy (the insurer to waive any right it has to take subrogated action or exercise rights against the Warrantors); and (b) if the claim arises as a result of the fraud of a Warrantor.

3. WARRANTY AND INDEMNITY INSURANCE POLICY On 2 August 2018, the Company procured a buy-side warranty and indemnity insurance policy with AIG Europe Limited (“AIG”), pursuant to which AIG insured the Company, subject to certain exclusions, for losses arising from breach of the NIBC Fundamental Warranties given by NIBC in the NIBC Agreement, the NIBC General Warranties given by NIBC in the NIBC Agreement and the NIBC Insured Warranties under the Management Warranty Deed. The maximum recourse under the warranty and indemnity policy is £30 million.

The warranty and indemnity insurance policy is subject to certain limitations on coverage both in terms of the recourse which the Company has (up to £30 million) and the time period within which claims must be brought.

4. PRINCIPAL TERMS OF THE AIP AGREEMENT AND ASSET DISPOSAL AIP Sale On 2 August 2018, the Company entered into a sale and purchase and subscription agreement with Welcome Break Investors (the “AIP Agreement”) pursuant to which Applegreen agreed to sell an approximately 8.6 per cent. stake in the Welcome Break Group to Welcome Break Investors for €56.5 million.

Applegreen UK Business Transfer Assets The AIP Agreement also provides that the Company will transfer the Applegreen UK Business Transfer Assets to AGL in exchange for the issuance of approximately £120 million of equity in the Welcome Break Group to the Company. The Applegreen UK Business Transfer Assets constitute the Company’s UK MSA assets in Templepatrick and Lisburn in Northern Ireland, TRSA assets deemed suitable for transfer and its UK development pipeline assets. The TRSA assets include TRSA sites in Northern Ireland at Ballymena North and Hillsborough and GB TRSA sites at Spaldwick, Spalding, Cromwell, Kates Cabin, Darrington, Whitley, Fosseway and Wyboston.

The Company and Welcome Break Investors have undertaken to use all reasonable endeavours to conclude the formal business transfer agreements and share purchase agreements required to effect the transfer of the Applegreen UK Business Transfer Assets to the Welcome Break Group (the “Transfer Agreements”). The Transfer Agreements will include no warranties or indemnities save for customary warranties as to the ownership of the assets or shares (as the case may be), and as to the capacity of the Company or relevant Group member to enter into and perform their obligations under the Transfer Agreements and, in the case of any share purchase agreement, that the company to be transferred holds no assets and carries on no business save for those described in the relevant share purchase agreement.

The Company has agreed to indemnify against all liabilities of each company transferred other than those liabilities directly relating to the Applegreen UK Business Transfer Assets or arising as a consequence of

74 conducting a service station business at the relevant sites. The AIP Agreement also required that the Transfer Agreements will provide for a cash adjustment to be paid by the Company to the Welcome Break Group in the amount of any borrowings, negative working capital or other liabilities transferred to the Welcome Break Group and a cash adjustment to be paid by the Welcome Break Group to the Company in the amount of any cash or positive working capital transferred to the Welcome Break Group.

If one or more of the Applegreen UK Business Transfer Assets (the “Deferred Transfer Assets”) cannot be transferred to AGL on the date of the AIP Completion due to a third party consent or approval required for the transfer not being available (the “Third Party Consent”): (a) the remaining assets will transfer to AGL on the date of the AIP Completion; (b) the Company will have 12 months to procure the Third Party Consent and to transfer the Deferred Transfer Asset to AGL; and (c) the Company will be required to make a payment to AGL equal to the EBITDA less tax generated by such Deferred Transfer Asset during the period from the date of the AIP Completion to the date of transfer of the relevant Deferred Transfer Asset. If the Company fails to transfer any Deferred Transfer Asset to AGL within 12 months of the date of the AIP Completion, the Company will be required to make a payment to AGL equal to the value ascribed to such Deferred Transfer Asset prior to the AIP Completion plus the EBITDA less tax generated by such Deferred Transfer Asset during the period from the date of the AIP Completion to the date of payment.

If one or more of the UK pipeline development assets comprised in the Applegreen UK Business Transfer Assets (the “Development Assets”) becomes operational within ten years of the date of the AIP Completion, AGL shall pay an amount equal to the Future Value (as defined below) of £10,000,000 to the Company in cash. If none of the Development Assets becomes operational within ten years from the date of the AIP Completion or, if earlier, all of the Development Assets become incapable of becoming operational, the Company shall pay an amount equal to the Future Value of £15,000,000 to AGL in cash. “Future Value” means an amount which, at the date of payment, represents the stated amount plus an amount reflecting an 8 per cent. IRR to the recipient in respect of the stated amount for the period between the date of the AIP Completion and the date of payment.

Subsequent to the AIP Agreement, Applegreen and AIP have entered discussions about a further MSA asset which may be transferred, and which, if agreed, will be exchanged for additional equity in Welcome Break and a corresponding additional cash investment by AIP.

AIP Additional Equity Investment Pursuant to the terms of the AIP Agreement, Welcome Break Investors will also invest a further approximately £80 million in Welcome Break in return for equity in Welcome Break so that Welcome Break Investors will hold 49.99 per cent. of the AIP Target Interests. It is intended that the proceeds of the subscription by Welcome Break Investors will be applied (subject to the terms of the WB Senior Facilities Agreement) to repay the WB Junior Facilities Agreement. If the WB Junior Facilities Agreement cannot be repaid on the AIP Completion Date without the consent of the WB Senior Facilities Agreement lenders and such consent is not forthcoming on terms acceptable to Welcome Break Investors and the Company (acting reasonably), the AIP Additional Equity Investment will be retained by AGL as cash reserves until such time as the WB Junior Facilities Agreement can be repaid. Welcome Break Investors shall not be obliged to complete the AIP Additional Equity Investment unless: (i) the AIP Sale; and (ii) the Applegreen UK Business Transfer are, in each case, completed simultaneously with the AIP Additional Equity Investment.

Following the completion of the AIP Sale, the Applegreen UK Business Transfer and the AIP Additional Equity Investment (including the transfer of the additional asset by the Company as described above), the Company’s stake in AGL will be approximately 50.01 per cent. and Welcome Break Investors’ stake in AGL will be approximately 49.99 per cent.

New AGL Shareholders’ Agreement Under the terms of the AIP Agreement, the Company and Welcome Break Investors are to agree and enter into a new shareholders’ agreement to govern their relationship after the AIP Completion (the “New AGL Shareholders’ Agreement”) and to terminate the AGL Shareholders’ Agreement.

Under the terms of the New AGL Shareholders’ Agreement, the Company, on the one hand, and Welcome Break Investors and WB LP on the other hand will have equal governance rights. Board representation will be one director per 20 per cent. of AIP Target Interests, with a minimum of two directors if the Company’s

75 or Welcome Break Investors’ percentage shareholding of AIP Target Interests (when, in the case of Welcome Break Investors or, as the case may be, the Company, aggregated with the percentage shareholding of AIP Target Interests of other members of the Welcome Break Investors group or, as the case may be, the Group) is below 40 per cent. but not less than 20 per cent. The Company and Welcome Break Investors will have the right to have two observers to attend but not vote at meetings of the board of directors of each Welcome Break Group member, as required. Each director shall have one vote in respect of resolutions of the board of directors, and no director shall have a casting vote. There will be no independent chairperson.

The AIP Agreement further provides that under the New AGL Shareholders’ Agreement, the Company will control the Welcome Break Group’s operational matters and strategy. The Company, on the one hand, and Welcome Break Investors and WB LP, on the other hand, will have equal governance rights and the Company will have the right to appoint the CEO, CFO and executive management team of the Welcome Break Group (with the remuneration of the CEO and CFO only being a reserved matter for agreement in writing by the Company and AIP). The Company will receive a management fee as consideration for its management input of £1.5 million for 2019 and thereafter subject to review but to be not less than £1 million per annum (the “Operating Fee”).

A dividend policy has also been agreed which provides for distribution of all excess cash in Welcome Break to its shareholders unless both shareholders otherwise agree. No director of a member of the Welcome Break Group who is not appointed by the Company or Welcome Break Investors will have a vote on any resolution to pay or not to pay dividends or cash interest on the Notes or any other resolution pertaining to the dividend policy of the Welcome Break Group.

The intention is that the Welcome Break Group should be leveraged at no more than 4.0x on a long term basis, and this level of leverage is targeted to be achieved by 2019. Further equity investment(s) may be required to achieve this.

The accounting standards of the Welcome Break Group are to be moved to be consistent with the Company’s accounting standards, e.g. IFRS and calendar year end.

Any agreement or arrangement between a member of the Welcome Break Group and a member of the Group shall require the prior approval of AIP.

The Company and Welcome Break Investors shall procure that each member of the Welcome Break Group shall not effect any of the reserved matters set out in the AIP Agreement without the consent of both the Company and Welcome Break Investors.

The items to be included in the New AGL Shareholders’ Agreement shall also include the following items: l The AGL Shareholders’ Agreement and current role of management of the board of AGL and Welcome Break Group members will be updated, with legacy provisions entitling management to certain voting rights to be eliminated, as part of a wider review and streamlining of the AGL Shareholders’ Agreement. l The Company and Welcome Break Investors will consider whether there are opportunities for cost synergies with respect to those corporate functions where there may be benefits to doing so. In particular: procurement, IT, finance, accounts payable, facilities management and legal. Synergies will be shared between the Welcome Break Group and the Company on a basis which is commercial, arm’s length and fair. l The Company may elect that dividends or payment of interest on the Notes due to it can be applied instead for the issue of further AIP Target Interests to the Company. A mechanism for valuing the equity value of foregone dividends is to be agreed. l The Company and Welcome Break Investors will have equal pre-emption rights if either party wish to dispose of any percentage of their equity stake. l A change of control of the Company will not result in tag or rights of first offer being triggered. l Tag limit to be set at 65 per cent. with drag at 80 per cent. l The reserved matters which are set out in the AIP Agreement will be reduced for lower threshold levels to be agreed between the Company and Welcome Break Investors before Completion.

76 l The transfers of AIP Target Interests by Welcome Break Investors (and/or other members of the Welcome Break Investors’ Group) to members of the Welcome Break Investors’ Group and by the Company (and/or other members of the Group) to members of the Group, in each case, are permitted. In the event that the New AGL Shareholders’ Agreement is not agreed on or prior to the date of the AIP Completion, the AGL Shareholders’ Agreement shall be binding on the Company and Welcome Break Investors with effect from the date of the AIP Completion save that the terms of the New AGL Shareholders’ Agreement set out above shall apply and take precedence in the event of any conflict with the terms of the AGL Shareholders’ Agreement.

The AIP Agreement also provides that if, at any time after 1 January 2020, the actual cumulative EBITDA of the Welcome Break Group (adjusted for changes in working capital) is 15 per cent. (or more) less than the target cumulative EBITDA of the Welcome Break Group for the same period as set out in the current management business plan relating to the Welcome Break Group (the “WB Business Plan”), Welcome Break Investors or WB LP may require the Company to prepare and implement a remediation plan, which shall be subject to approval by Welcome Break Investors and/or WB LP. If the remediation plan has not been successfully implemented within 12 months (i.e. the actual cumulative EBITDA of the Welcome Break Group is still 15 per cent. (or more) less than the target cumulative EBITDA of the Welcome Break Group for the same period as set out in the WB Business Plan), Welcome Break Investors or WB LP can exercise its step in rights.

If Welcome Break Investors or WB LP exercises its step in rights: (a) Welcome Break Investors shall have the right to terminate and replace the CEO, CFO and the executive management team of the Welcome Break Group; (b) the Company will cease to control operational matters or strategy of the Welcome Break Group; (c) any operating agreement or management agreement entered into by the Company with the Welcome Break Group shall terminate; and (d) any fees payable to the Company (including the Operating Fee) will be reviewed.

Welcome Break Investors’ and/or WB LP’s step in rights shall not apply if: (a) the Company can demonstrate that the reason the Welcome Break Group has failed to meet its targets is as a direct result of circumstances outside the control or influence of the Company or the Welcome Break Group’s CEO, CFO or executive management team; or (b) if Welcome Break Investors’ and/or WB LP’s interest in the Welcome Break Group falls below a percentage of the entire issued AIP Target Interests to be agreed by the Company and Welcome Break Investors prior to the date of AIP Completion.

Options Pursuant to the AIP Agreement, Welcome Break Investors have granted the Company options to require Welcome Break Investors to sell or procure the sale of: (a) the Option A Target Interests exercisable by the Company at any time within the period commencing on the third anniversary of the date of the AIP Completion and ending six months after that date; and (b) the Option B Target Interests exercisable by the Company on notification by Welcome Break Investors and between the date which is ten business days prior to 5 June 2022 and ten business days prior to 5 June 2027, to the Company at fair market value (as determined by an independent valuer jointly appointed by Applegreen and Welcome Break Investors) subject to a minimum price for the Option A Target Interests as specified in the AIP Agreement (the “AIP Options”).

Conditions The AIP Completion is conditional upon the following conditions (the “AIP Conditions”): (a) completion of the NIBC Agreement; and (b) Welcome Break Investors having received from certain investors executed equity commitment letters substantially in the agreed form (the “AIP ECL Condition”). At the date of this Document, Welcome Break Investors and the Company have agreed that the AIP ECL Condition has been satisfied.

Termination of the AIP Agreement The AIP Agreement will automatically terminate if the AIP Conditions are not satisfied on or before 5.00 p.m. on the date which is the earlier of: (a) the date which is six months from the date of the AIP Agreement; and (b) the date on which the NIBC Agreement is completed in accordance with its terms or, if later, such date as may be agreed between the Company and Welcome Break Investors.

77 Warranties The AIP Agreement contains warranties from the Company and Welcome Break Investors to the other as to their power, authority and capacity to enter into and perform their respective obligations under the AIP Agreement and the agreements to be entered into pursuant to the AIP Agreement (the “AIP Transaction Documents”), that they are solvent and as to the validity and binding nature of the AIP Agreement and the AIP Transaction Documents.

5. PRINCIPAL TERMS OF THE EXISTING AGL SHAREHOLDERS’ AGREEMENT AGL Shareholders’ Agreement On 28 March 2008 AGL, AEL, Appia Finance Limited, Appia Finance 2 Limited and Appia Investments Limited entered into a shareholders’ agreement with certain persons referred to therein as the Investors in relation to AGL which was amended and restated on 19 April 2013 and was further amended on 11 May 2017 and 5 October 2017 (the “AGL Shareholders’ Agreement”). Pursuant to the terms of the AIP Agreement, the Company and Welcome Break Investors intend to put in place the New AGL Shareholders’ Agreement relating to their holdings in AGL (the principal agreed terms of which are summarised in paragraph 4 of this Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) on or prior to Completion which will replace the AGL Shareholders’ Agreement. Below is a summary of the existing AGL Shareholders’ Agreement.

Board Composition and Voting The board of AGL is to comprise one director per AGL Investor holding 20 per cent. of the total AGL A Shares held by the AGL Investors and one director for each further such 20 per cent. holding (the “AGL Investor Directors”), the chairman (a non-executive, appointed by AGL Investor Director Consent, the current chairman being an NIBC director), the CEO and the CFO. The boards of AGL’s subsidiaries will include the AGL Investor Directors, the CEO and the CFO. At the date of this Document, NIBC and WB LP each have the right to appoint two AGL Investor Directors. NIBC, as AGL Lead Investor, has the right to appoint the CEO and CFO.

The AGL First Side Letter provides that, if NIBC transfers its AGL shares to a third party such that the current chairman changes, NIBC must procure that the AGL Shareholders’ Agreement is amended so that the chairman will either be an independent director (i.e. a non-Investor Director) appointed with AGL Investor Consent or one of the AGL Investor Directors on a rotating basis.

At AGL board meetings, each director will have one vote, save that the chairman, CEO and CFO cannot vote on any AGL Board Reserved Matters and cannot vote as shareholders on any matter requiring AGL Investor Consent. The chairman does not have a casting vote.

AGL Investor Consent and AGL Investor Director Consent Matters The AGL Shareholders’ Agreement specifies certain matters which require AGL Investor Consent. The more material of these matters include: (a) amending the constitutional documents of AGL and other material subsidiaries; (b) material amendments to or dividends outside of the dividend policy (save for intra-group dividends/distributions); (c) the right to appoint and remove the CEO and CFO of Welcome Break Group Holdings Limited (following the termination of NIBC’s AGL Lead Investor rights); (d) a decision not to pay interest on any Investor loans (however a decision to pay interest under the Eurobonds using PIK Notes is not a matter requiring AGL Investor Consent); and (e) disposals or acquisitions for more than £75 million.

The AGL Shareholders’ Agreement also specifies certain matters which require AGL Investor Director Consent, referred to as AGL Board Reserved Matters. The more material of these matters include: (a) the appointment and removal of the chairman of AGL; (b) adopting and amending the business plan/annual budget of the AGL group; (c) entering into borrowing facilities/other indebtedness which would be reasonably likely to materially affect the business (excluding trade credit in the ordinary course of business or as provided for/contemplated in the business plan/annual budget of the AGL group); (d) entering into certain material contracts; and (e) adopting or amending senior management incentive plans.

In relation to AGL Investor Consent and AGL Investor Director Consent matters, each of NIBC and WB LP (AIP) has an effective veto which may give rise to a deadlock situation. There is no mechanism in the

78 AGL Shareholders’ Agreement addressing deadlock between the AGL Investor Directors or between the AGL Investors.

Pre-Emption Rights Before any new AGL Shareholder Instruments can be issued, the new AGL Shareholder Instruments must be offered for subscription in cash and on the same terms to each AGL Investor based on the proportion of the entire issued ordinary share capital of AGL held by that Investor. AGL cannot issue any new AGL Shareholder Instruments of any existing class to an AGL Investor unless it also issues to the Investor, on a pro rata basis, the equivalent proportion of each other class of AGL Shareholder Instruments held by the AGL Investor or its group.

Stapling An AGL Investor may not transfer one class of AGL Shareholder Instrument without transferring a pro rata amount of the other class(es) of AGL Shareholder Instrument held by that Investor.

Right of First Offer on Transfers An AGL Investor who wishes to sell, transfer or dispose of AGL shares or an interest therein, must first offer them to the other AGL Investors who may purchase them at the price offered by the proposed seller, pro rata to their existing holdings of AGL A Shares (excluding the AGL A Shares of the AGL Investor who wishes to sell). This does not apply to transfers within an Investor’s group or to transfers made pursuant to the default transfer procedures set out in the AGL Shareholders’ Agreement.

The AGL First Side Letter provides that if NIBC proposes to transfer all of its AGL Shares to a third party, NIBC must: (a) notify WB LP in advance of its intention to sell so that WB LP can make an offer for the shares; and (b) if WB LP makes an offer within 30 days, NIBC must consider and discuss that offer with WB LP in good faith. In return, WB LP agreed to waive its rights of first offer described above (but not its tag along rights). WB LP has confirmed that it has waived its rights of first offer under the AGL Shareholders’ Agreement in connection with the Acquisition and further confirmed in the AGL Second Side Letter that the tag along provisions (described below) and any other restrictions on transfer in the AGL Shareholders’ Agreement are irrevocably waived in respect of the Acquisition. In addition, under the AIP Agreement, Welcome Break Investors waived any and all restrictions on transfer (including any tag along rights, rights on a change of control and pre-emption rights) that it may have in respect of the Acquisition pursuant to the AGL Shareholders’ Agreement and the Articles of Association of AGL.

Drag Along Right An AGL Investor who wishes to transfer, at fair market value (as agreed between the selling AGL Investor and the board of AGL or an independent expert), any AGL Shareholder Instruments or an interest therein to a bona fide third party who, as a result, will hold 80 per cent. or more of the AGL A Shares, may require the other AGL Investors to transfer all of their AGL Shareholder Instruments on the same terms. The consideration payable may be non-cash.

Tag Along Right An AGL Investor who wishes to sell, transfer or dispose of any AGL Shareholder Instruments or an interest therein to a bona fide third party who, as a result, will hold 50 per cent. or more of the AGL A Shares, must use its best endeavours to procure that the proposed transferee makes an offer to buy all of the AGL Shareholder Instruments held by the other AGL Investors on the same terms. If the proposed transferee is not willing to do this, the selling AGL Investor cannot proceed with the transfer. Any transfer of AGL Shareholder Instruments to which the tag provisions apply will first be subject to the rights of first offer provisions.

Change of Control Provisions The AGL Shareholders’ Agreement includes change of control provisions in respect of the AGL Investors whereby, if an AGL Investor undergoes a change of control, subject to certain exceptions, this triggers the right of first offer provisions in the AGL Shareholders’ Agreement and the tag provisions in certain circumstances.

79 As a result of the above, on an acquisition of a majority interest in an AGL Investor by a person or persons (for example, a take private of Applegreen), the other AGL Investor will have an option to: (i) acquire the interests in AGL held by that AGL Investor for fair market value; or (ii) require the acquirer to also acquire its interests in AGL for fair market value. There is no exclusion for a change of control triggered indirectly through a public limited company listed on AIM/ESM (for example, Applegreen) being the subject of a takeover/change of control. Fair market value is determined by an investment bank without taking into account whether or not a majority interest is being acquired. This could have a material impact on any potential future takeover of Applegreen.

Dividends The AGL Investors intend to procure the distribution to AGL Investors of 100 per cent. of the cash of the AGL group available for distribution subject to certain restrictions, for example, compliance with financing documents, working capital and capex requirements, directors’ fiduciary duties, AGL’s accounting policies and compliance with laws.

Rights Personal to NIBC The AGL Shareholders’ Agreement contains various rights that are personal to NIBC which therefore will not transfer to a third party, for example, the right to be AGL Lead Investor and the requirement for two or more AGL Investors, including NIBC and one other AGL Investor, to form a quorum at an Investors’ meeting (there is no provision to deal with a situation where NIBC is no longer an Investor).

The AGL Shareholders’ Agreement also contains certain rights that are personal to the AGL Lead Investor (i.e. NIBC). The AGL First Side Letter provides that, if NIBC transfers its shares to a third party, the third party will not acquire these rights, for example, the right to appoint and remove the CEO and CFO of Welcome Break Group Holdings Limited (this becomes an AGL Investor Consent matter) and the requirement for one NIBC director to form a quorum (this becomes two AGL Investor Directors appointed by different AGL Investors).

Competing Investments The AGL Shareholders’ Agreement includes provisions restricting certain of the AGL Investors’ rights under the agreement if that AGL Investor holds interests in AGL’s principal competitors in the UK.

6. AEL EUROBOND INSTRUMENT CONSTITUTING 14 PER CENT. FIXED RATE ‘A’ NOTES

Duration The unsecured subordinated “Eurobond 14 per cent. Fixed Rate Notes due 31 March 2021” issued by AEL under the Note Instrument and listed on The International Stock Exchange together with any “payment in kind” notes (“PIK Notes”) issued by AEL thereunder (together, the “Notes”) form part of the Target Interests being acquired by Applegreen as part of the Acquisition. The Notes mature on 31 March 2021. The balance of the Eurobonds including PIK Notes on the Statement of Financial Position at 30 January 2018 amounted to £301,688,000.

Ownership In accordance with the AGL Shareholders’ Agreement the Eurobonds must be held by the shareholders in the same proportion to their respective shareholding in AGL.

Covenants and Payment of Interest on Notes The terms and conditions of the Notes make it clear that PIK Notes may be issued to satisfy interest payments on the Notes however, this is subject to a maximum of £500 million in PIK Notes being issued.

AEL is entitled to elect (at its sole discretion) to pay the interest due on the Notes: (a) in cash; or (b) by issuing to the noteholders further Notes as payment in kind (i.e. PIK Notes) on the basis of £1.00 nominal amount of PIK Notes for each £1.00 of interest due. Any PIK Notes issued by AEL must be issued on the relevant interest payment date on identical terms to the Notes already in issue.

80 In the absence of a decision to the contrary by the board of directors of AEL, the default position is that interest on the Notes must be paid in cash. If there is a disagreement between the two AGL Investors as to whether interest is paid in cash or by PIK Notes, the status quo would be maintained (which is interest being paid in cash). Notwithstanding this, in the event that the AGL Shareholders’ Agreement remains in place following completion of the Acquisition, Applegreen will not have the ability to appoint a majority of the directors on the board of AEL. The decision to elect to pay interest via PIK Notes rather than in cash is not an AGL Investor Consent Matter or an AGL Investor Director Consent Matter. As such, Applegreen would not have the ability to procure that interest is paid in cash or to create a deadlock on the issue. The AIP Agreement provides that with effect from completion of the AIP Agreement, interest on the Notes must be paid by cash unless both the Company and WB LP agree otherwise.

Amount of Notes and Status of the Notes The Notes are issued in the aggregate nominal amount of £80,980,934. AEL has the ability to issue further Notes. The Notes and any further Notes rank pari passu both amongst themselves and with any existing and future unsecured obligations of AEL (save for obligations that are preferred by law, for example, tax liabilities). The balance of the Eurobonds including PIK Notes on the Statement of Financial Position at 30 January 2018 amounted to £301,688,000.

Restrictions on Assignment AEL is not entitled to assign or transfer all or any of its rights and obligations under the Note Instrument. Any of the noteholders are entitled to freely assign their interest in the Notes subject to certain restrictions, including those set out in the AGL Shareholders’ Agreement including where a Note has been called for redemption.

Redemption of Notes The Notes have a maturity date of 31 March 2021. There are £2,871,000 ‘B’ unsecured Notes also in issue (along with the ‘A’ Notes), and where AEL wishes to redeem ‘B’ Notes, it must redeem ‘A’ Notes in the same proportion to the proportion of ‘B’ Notes redeemed. AEL is entitled to purchase any Notes at par value on 30 days’ prior written notice.

Conversion Each noteholder has agreed to convert £151,688,000 in total of Eurobonds into equity once the AIP Agreement has been implemented to optimise interest deductibility for the Enlarged Group.

Interest Interest on the Notes is payable semi-annually in arrears on 31 January and 31 July in each year. The rate of interest is 14 per cent. per annum.

Events of Default Each noteholder is entitled to require all of the Notes held by that particular noteholder to be repaid (together with accrued interest) on the occurrence of an event of default, which includes: (a) the failure by AEL to pay principal or interest within 14 days of it becoming due; (b) the insolvency of AEL (including a winding-up order being issued, or a receiver or administrator appointed in respect of AEL); or (c) security under any financing arrangements becoming enforceable and steps being taken to enforce such security.

Listing The notes are listed on The International Stock Exchange.

7. INFORMATION ON THE PLACING, EFFECT OF THE PLACING, ADMISSION, SETTLEMENT AND DEALINGS The Company is undertaking the Placing to part fund the Transaction. The Placing comprises the proposed placing by the Joint Bookrunners, as agents for the Company, of 28,782,895 New Ordinary Shares with institutional and other investors at the Placing Price subject to certain terms and conditions set out in the Underwriting Agreement. The Placing is expected to raise approximately €175 million (£156.3 million) (before

81 expenses) for the Company. The New Ordinary Shares will represent approximately 31.4 per cent. of the Existing Ordinary Shares in issue as at the Latest Practicable Date. The Placing has been fully underwritten by the Joint Bookrunners.

At the time of the announcement of the Transaction on 2 August 2018, B&J Holdings Limited, currently a holder of approximately 52.49 per cent. of the Existing Ordinary Shares, gave an irrevocable and unconditional commitment to the Company and Goodbody and Shore Capital to subscribe for up to €30 million in the Placing. It was also agreed that, if appropriate, this commitment could be scaled back at the sole discretion of the Joint Bookrunners. Following feedback from investors and having considered what is in the best interests of the Placing and the Company following Admission, the Joint Bookrunners have determined that B&J Holdings Limited’s commitment should be scaled back so that it receives 1,644,737 New Ordinary Shares which at the Placing Price amounts to approximately €10 million (£8.9 million).

The Placing is conditional, inter alia, on: l the approval of Shareholders at the EGM; l the Underwriting Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission; and l Admission occurring by no later than 8.00 a.m. on 25 October 2018 (or such later date as the Joint Bookrunners and the Company may agree, being no later than 31 December 2018).

The New Ordinary 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 Placing is not conditional on the Transaction completing and therefore there is a risk, albeit the Directors consider it highly unlikely, that the Placing will complete and the Transaction does not complete. The Directors believe that if Admission occurs and therefore the Placing completes, then it is very unlikely that the Transaction will not complete. Consequently, given the nature of the risk, the Directors have not considered it necessary to consider alternative uses for the proceeds from the Placing if the Transaction does not complete apart from that it would use them in a way which is the best interests of the Shareholders as a whole.

Further details of the Underwriting Agreement are set out in paragraph 15.1 of Part 9 (Additional Information) of this Document.

8. IRREVOCABLE UNDERTAKINGS B&J Holdings Limited has given irrevocable undertakings (and Bob Etchingham and Joe Barrett have undertaken to procure the fulfilment of these undertakings by B&J Holdings Limited) to: (a) Goodbody, Shore Capital and the Company, to subscribe for €30 million worth of New Ordinary Shares as part of the Placing at the Placing Price (which may be scaled back at the sole discretion of the Joint Bookrunners); and (b) the Company to, amongst other things, vote in favour of the resolutions to be put to the Shareholders at the EGM and to vote against any other resolution or proposal (unless approved by the chairman of the Company) to adjourn the EGM or amend the resolutions to be put to the Shareholders at the EGM, in respect of its entire shareholding in the Company, representing approximately 52.49 per cent. of the Existing Ordinary Shares.

B&J Holdings Limited has also given irrevocable undertakings to NIBC to, amongst other things, vote in favour of the resolutions to be put to the Shareholders at the EGM and to vote against any other resolution or proposal (unless approved by the chairman of the Company) to adjourn the EGM or amend the resolutions to be put to the Shareholders at the EGM, in respect of its entire shareholding in the Company, representing approximately 52.49 per cent. of the Existing Ordinary Shares.

82 9. CORPORATE GOVERNANCE The Company has adopted the QCA Code published in 2018. Further details on how the Company complies with this corporate governance code is set out in the Company’s most recent annual report for the financial year ended 31 December 2017 and also on the Company’s website at www.applegreenstores.com.

9.1 The Board The Company’s Articles of Association provide that the number of directors will be no less than two and no more than ten. As at the date of this Document, 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. The Board meets 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 relationships that could materially interfere with the exercise of independent judgement.

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

9.2 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.

9.3 Board Committees of the Company Audit Committee The Audit Committee is chaired by Howard Millar, and its other member is Martin Southgate, both of whom are considered by the Board to be independent. The Audit Committee meets formally at least three times a year and otherwise as required. It has 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 effectiveness and operation of the internal audit function, reviewing any changes to accounting policies, reviewing and monitoring the extent of non-audit services undertaken by external auditors, advising on the appointment of external auditors and evaluating the performance of the external auditor.

Remuneration Committee The Remuneration Committee is chaired by Brian Geraghty and its other members are Daniel Kitchen, Howard Millar and Martin Southgate, all of whom are considered by the Board to be independent. The Remuneration Committee meets 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 and recommends and monitors the remuneration of members of senior management. The Remuneration Committee, within the terms of the agreed policy, determines the total individual remuneration package of each executive Director, the Chairman and other designated senior executives. The Remuneration Committee makes recommendations to the Board on the remuneration arrangements for the executive Directors and the Chairman. The Remuneration Committee oversees the remuneration policy of the Group.

Nomination Committee The Nomination Committee is chaired by Daniel Kitchen and its other members are Howard Millar, Martin Southgate and Brian Geraghty, all of whom are considered by the Board to be independent. The Nomination

83 Committee meets not less than twice a year and otherwise as required. The Nomination Committee is 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 is also responsible for carrying out an annual performance evaluation of the Board, its committees and individual Directors.

9.4 Directors and Senior Management Directors Daniel Kitchen, Independent Non-Executive Chairman (aged 66) Daniel Kitchen is currently the non-executive chairman of Workspace Group plc, Hibernia REIT plc and Sirius Real Estate Limited, 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 64) 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 Master’s Degree in Economics from University College Dublin.

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

Joseph Barrett, Chief Operating Officer (aged 52) 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.

Niall Dolan, Chief Financial Officer (aged 45) Niall Dolan was appointed Chief Financial Officer and Company Secretary of the Group in July 2017. Mr Dolan joined the Company prior to the IPO in 2015 as Head of Corporate Finance and Treasury. Before joining the Company, Mr Dolan was CFO of ISS Ireland Limited for five years having previously held a senior finance role with One51 plc. Mr Dolan qualified as a chartered accountant with PwC in 1998 and also holds a Bachelor of Commerce Degree and a Masters of Accounting degree from University College Dublin.

Mr Dolan was appointed to the Board on 6 March 2018.

Howard Millar, Independent Non-Executive Director (aged 57) 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 1 January 2003 to 31 December 2014. Howard is a Non-Executive Director of Ryanair and also serves as Chairman of the Remuneration Committee. He has also joined the advisory Board of Irelandia Aviation, and serves as a Director on Viva Latinamerica S.A. based in Panama and FAST Colombia S.A.S. which operates two airlines in South America – Viva Colombia and Viva Peru. Mr. Millar was appointed the Chairman of BDO Chartered Accountants (Ireland) in March 2015. He is also a board member of ASL Airlines, a Dublin based private company that operates 140 aircraft globally in the cargo and contract leasing business, and operates Fly Safair, a low cost airline in South Africa. Howard graduated from Trinity College, Dublin and was awarded a B.Sc Mgmt (Hons) and is a Fellow of the Institute of Chartered Certified Accountants.

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

84 Martin Southgate, Independent Non-Executive Director (aged 64) 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 Pensions 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 53) Brian Geraghty is a chartered accountant (fellow of chartered accountants Ireland) and has been a senior partner in Crowe (formerly Crowe Horwath), a long established Dublin accounting firm following the merger of Phelan Prescott & Co with this firm on 1 January 2017. 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 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 National Roads Authority. 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.

John Diviney, Managing Director UK John Diviney joined the Company in 2013 as Head of Corporate Finance and Treasury. Following the IPO in June 2015, he was appointed Director of Food Systems and Trading. Prior to joining the Company he held various senior finance and commercial roles with the Royal College of Surgeons in Ireland and the Sherry FitzGerald Group. Mr Diviney was admitted into Chartered Accountants Ireland in 2003 having trained with PwC. He also completed a Financial Leadership Programme at Wharton Business School.

10. TAXATION Information regarding Republic of Ireland and United Kingdom taxation is set out in Part 8 (Taxation) of this Document. 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 and the United Kingdom 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.

11. FURTHER INFORMATION Your attention is drawn to the additional information set out in this Document.

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 Union (Markets in Financial Instruments) Regulations 2017 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 (Risk Factors) of this Document and to the “Forward Looking Statements” section on page 5 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.

85 PART 6:

HISTORICAL FINANCIAL INFORMATION

Section A: Applegreen Historical Financial Information

1. INCORPORATION BY REFERENCE Pursuant to Rule 28 of the AIM Rules and the ESM Rules, the historical financial information on Applegreen plc for the three financial years to 31 December 2017 and the unaudited financial information for the six months to 30 June 2018 is not reproduced in this Document and incorporated into this Document by reference.

The audited consolidated financial statements for Applegreen plc were prepared in accordance with IFRS as at and for the year ended 31 December 2015.

The audited consolidated financial statements for Applegreen plc were prepared in accordance with IFRS as at and for the year ended 31 December 2016.

The audited consolidated financial statements for Applegreen plc were prepared in accordance with IFRS as at and for the year ended 31 December 2017.

The unaudited consolidated financial information for Applegreen plc was prepared in accordance with IFRS as at and for the six months ended 30 June 2018.

The audit reports for each of the financial years ended 31 December 2015, 31 December 2016 and 31 December 2017 were unqualified.

The consolidated financial statements for the three financial years ended 31 December 2017 have been audited by PricewaterhouseCoopers, Chartered Accountants and Statutory Audit Firm, Dublin.

2. REFERENCE LIST The following list is intended to enable investors to identify easily specific items of information, which have been incorporated by reference into this Document. A copy of each of these documents incorporated by reference into this Document can be accessed on the Company’s website on www.applegreenstores.com.

IFRS financial statements for the financial year ended 31 December 2015 and the audit report thereon The page numbers below refer to the relevant pages annual report and accounts of the Company for the financial year ended 31 December 2016:

Section Page Number Independent auditors’ report to the members of the Company 49 Consolidated statement of comprehensive income 52 Consolidated statement of financial position 53 Consolidated statement of changes in equity 55 Consolidated statement of cash flows 56 Summary of significant accounting policies 60 Notes to the consolidated financial statements 59

86 IFRS financial statements for the financial year ended 31 December 2016 and the audit report thereon The page numbers below refer to the relevant pages of annual report and accounts of the Company for the financial year ended 31 December 2016:

Section Page Number Independent auditors’ report to the members of the Company 58 Consolidated statement of comprehensive income 61 Consolidated statement of financial position 62 Consolidated statement of changes in equity 63 Consolidated statement of cash flows 64 Summary of significant accounting policies 66 Notes to the consolidated financial statements 65 Company statement of financial position 105 Notes to the Company financial statements 108

IFRS financial statements for the financial year ended 31 December 2017 and the audit report thereon The page numbers below refer to the relevant pages of annual report and accounts of the Company for the financial year ended 31 December 2017:

Section Page Number Independent auditors’ report to the members of the Company 66 Consolidated statement of comprehensive income 75 Consolidated statement of financial position 76 Consolidated statement of changes in equity 77 Consolidated statement of cash flows 78 Summary of significant accounting policies 80 Notes to the consolidated financial statements 79 Company statement of financial position 128 Notes to the Company financial statements 131

IFRS unaudited interim financial information for the six months ended 30 June 2018 The page numbers below refer to the relevant pages of interim financial statements of the Company for the six months ended 30 June 2018:

Section Page Number Unaudited consolidated statement of comprehensive income 7 Unaudited consolidated statement of financial position 8 Unaudited consolidated statement of changes in equity 9 Unaudited consolidated statement of cash flows 10 Summary of significant accounting policies 12 Notes to the unaudited consolidated financial information 11

87 Section B:

(i) Accountant’s Report on Welcome Break Historical Financial Information

The Directors Applegreen plc Block 17 Joyce Way Parkwest Dublin 12

Shore Capital and Corporate Limited, in its role as “Nominated Adviser” to the UK listing Bond Street House 14 Clifford Street London W15 4JU England

Goodbody Stockbrokers Unlimited Company, in its role as “ESM Adviser” to the Irish Listing Ballsbridge Park Ballsbridge Dublin 4

28 September 2018

Dear Sirs

Applegreen plc We report on the consolidated financial information of Appia Group Limited and its subsidiaries (together, “Welcome Break”) for the 52 week period ended 30 January 2018, 53 week period ended 31 January 2017 and 52 week period ended 26 January 2016 set out in section B of Part 6 below (the “Welcome Break Historical Financial Information”). The Welcome Break Historical Financial Information has been prepared for inclusion in the admission document dated 28 September 2018 (the “Admission Document”) of Applegreen plc (the “Company”) on the basis of the accounting policies set out in note 1 to the Welcome Break Historical Financial Information. This report is required by Schedule Two of the AIM rules for Companies published by the London Stock Exchange plc (the “AIM Rules”) and Schedule Two of the ESM rules for Companies published by Irish Stock Exchange plc (the “ESM Rules”) and is given for the purpose of complying with these Schedules and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the Welcome Break Historical Financial Information 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 Welcome Break Historical Financial Information gives a true and fair view, for the purposes of the Admission Document and to report our opinion to you.

88 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 AIM Rules and paragraph (a) of Schedule Two of the ESM 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 AIM Rules and Schedule Two of the ESM Rules, consenting to its inclusion in the Admission Document.

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. 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 Welcome Break’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.

Opinion In our opinion, the Welcome Break Historical Financial Information gives, for the purposes of the Admission Document dated 28 September 2018, a true and fair view of the state of affairs of Welcome Break as at the dates stated and of its losses, 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 AIM Rules and paragraph (a) of Schedule Two of the ESM 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 AIM Rules and Schedule Two of the ESM Rules.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

89 Section B:

(ii) Welcome Break Historical Financial Information

CONSOLIDATED INCOME STATEMENT

For the 52 week period ended 30 January 2018, 53 week period ended 31 January 2017 and 52 week period ended 26 January 2016 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January Notes 2018 2017 2016 £’000 £’000 £’000 Revenue 5 720,081 672,644 644,045 Cost of sales 5 (563,785) (523,170) (504,639) –––––––––––– –––––––––––– –––––––––––– Gross profit 5 156,296 149,474 139,406 Administrative expenses 6 (131,470) (116,159) (115,741) Other operating income 7 6,551 8,018 14,927 Finance income 11 70 207 779 Finance costs 11 (66,293) (84,205) (71,883) –––––––––––– –––––––––––– –––––––––––– Loss before taxation (34,846) (42,665) (32,512) Tax (charge)/credit on loss 12 (1,507) 2,655 2,311 –––––––––––– –––––––––––– –––––––––––– Loss for the financial period (36,353) (40,010) (30,201) –––––––––––– –––––––––––– –––––––––––– Profit/(loss) attributable to: Non-controlling interests 28 437 560 409 Owners of the parent company (36,790) (40,570) (30,610) –––––––––––– –––––––––––– –––––––––––– (36,353) (40,010) (30,201) –––––––––––– –––––––––––– ––––––––––––

90 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 52 week period ended 30 January 2018, 53 week period ended 31 January 2017 and 52 week period ended 26 January 2016 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January Notes 2018 2017 2016 £’000 £’000 £’000 Loss for the financial period (36,353) (40,010) (30,201) Other comprehensive income/(expense) Items that may be reclassified to profit or loss Cash flow hedges 20 2,802 (1,652) 36 Income tax relating to this 12 (476) 270 (29) Items that will not be reclassified to profit or loss Remeasurements of post-employment benefit obligations 29 5,021 (5,354) 548 Income tax relating to this 12 (320) 78 (78) –––––––––––– –––––––––––– –––––––––––– Other comprehensive income/(expense) for the financial period, net of tax 7,027 (6,658) 477 –––––––––––– –––––––––––– –––––––––––– Total comprehensive expense for the financial period (29,326) (46,668) (29,724) –––––––––––– –––––––––––– –––––––––––– Total comprehensive income/(expense) attributable to: Non-controlling interests 28 437 560 409 Owners of the parent company (29,763) (47,228) (30,133) –––––––––––– –––––––––––– –––––––––––– (29,326) (46,668) (29,724) –––––––––––– –––––––––––– ––––––––––––

91 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 January 2018, 31 January 2017, 26 January 2016 and 28 January 2015

30 January 31 January 26 January 28 January Notes 2018 2017 2016 2015 £’000 £’000 £’000 £’000 ASSETS Non-current assets Intangible assets 13 162,840 159,569 159,569 159,569 Property, plant and equipment 14 226,127 233,685 241,495 233,231 Derivative financial instruments 20 65 – – – Employee benefit asset 20 1,884 – 465 – –––––––––––– –––––––––––– –––––––––––– –––––––––––– 390,916 393,254 401,529 392,800 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Current assets Inventories 15 10,841 8,888 8,623 7,724 Trade and other receivables 16 27,026 17,191 18,026 14,356 Cash and cash equivalents 17 52,322 37,092 48,482 35,310 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 90,189 63,171 75,131 57,390 –––––––––––– –––––––––––– –––––––––––– –––––––––––– TOTAL ASSETS 481,105 456,425 476,660 450,190 –––––––––––– –––––––––––– –––––––––––– –––––––––––– EQUITY AND LIABILITIES Equity attributable to owners of the parent Called up share capital 23 55,820 55,820 55,820 55,820 Cash flow hedge reserve 24 54 (2,272) (890) (897) Profit and loss account 24 (440,254) (408,165) (362,319) (332,179) –––––––––––– –––––––––––– –––––––––––– –––––––––––– (384,380) (354,617) (307,389) (277,256) Non-controlling interests 28 9,591 9,692 10,382 9,973 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total equity (374,789) (344,925) (297,007) (267,283) –––––––––––– –––––––––––– –––––––––––– –––––––––––– Non-current liabilities Trade and other payables 18 65,216 64,551 63,786 62,805 Borrowings 19 733,936 681,526 648,123 596,531 Deferred tax liabilities 12 2,090 504 3,507 5,711 Provision for liabilities 22 82 82 82 82 Derivative financial instruments 21 – 2,737 1,085 1,121 Employee benefit obligations 29 – 3,918 – 989 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 801,324 753,318 716,583 667,239 Current liabilities Current income tax liabilities 12 112 – – – Trade and other payables 18 47,624 46,212 47,388 40,420 Borrowings 19 5,553 453 8,499 8,555 Provision for liabilities 22 1,281 1,367 1,197 1,259 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 54,570 48,032 57,084 50,234 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total liabilities 855,894 801,350 773,667 717,473 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total equity and liabilities 481,105 456,425 476,660 450,190 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

92 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 30 January 2018, 31 January 2017, 26 January 2016 and 28 January 2015

Attributable to owners of the parent Called up Cash flow Profit Non- share hedge and loss controlling Total capital reserve account interests equity £’000 £’000 £’000 £’000 £’000 Balance at 28 January 2015 55,820 (897) (332,179) 9,973 (267,283) (Loss)/profit for the period – – (30,610) 409 (30,201) Other comprehensive income – 7 470 – 477 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive income/ (expense) for the financial period – 7 (30,140) 409 (29,724) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Balance at 26 January 2016 55,820 (890) (362,319) 10,382 (297,007) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Balance at 27 January 2016 55,820 (890) (362,319) 10,382 (297,007) (Loss)/profit for the period – – (40,570) 560 (40,010) Other comprehensive expense – (1,382) (5,276) – (6,658) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive (expense)/ income for the financial period – (1,382) (45,846) 560 (46,668) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Equity dividend payable – – – (1,250) (1,250) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with owners, recognised directly in equity – – – (1,250) (1,250) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Balance at 31 January 2017 55,820 (2,272) (408,165) 9,692 (344,925) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Balance at 1 February 2017 55,820 (2,272) (408,165) 9,692 (344,925) (Loss)/profit for the period – – (36,790) 437 (36,353) Other comprehensive income – 2,326 4,701 – 7,027 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive income/ (expense) for the financial period – 2,326 (32,089) 437 (29,326) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Equity dividend payable – – – (538) (538) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with owners, recognised directly in equity – – – (538) (538) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Balance at 30 January 2018 55,820 54 (440,254) 9,591 (374,789) –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

93 CONSOLIDATED STATEMENT OF CASH FLOWS

For the 52 week period ended 30 January 2018, 53 week period ended 31 January 2017 and 52 week period ended 26 January 2016 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January Notes 2018 2017 2016 £’000 £’000 £’000 Net cash inflow from operating activities 25 44,673 65,440 62,082 –––––––––––– –––––––––––– –––––––––––– Cash flow from investing activities Purchase of tangible fixed assets (15,968) (18,388) (29,531) Proceeds from sale of tangible fixed assets 21 119 1 Acquisition of new operations (3,787) – – Issue of shares 136 – – –––––––––––– –––––––––––– –––––––––––– Net cash outflow from investing activities (19,598) (18,269) (29,530) –––––––––––– –––––––––––– –––––––––––– Cash flows from financing activities Repayment of loans (5,000) (415,434) (3,967) New loans 13,700 404,088 8,745 Issue costs of new loans – (11,704) – Interest received 70 207 192 Interest paid (15,490) (33,898) (22,530) Finance leases (1,875) (1,820) (1,820) Dividend paid to non-controlling interests (1,250) – – –––––––––––– –––––––––––– –––––––––––– Net cash outflow from financing activities (9,845) (58,561) (19,380) –––––––––––– –––––––––––– –––––––––––– Net increase/(decrease) in cash and cash equivalents 15,230 (11,390) 13,172 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents at the beginning of the financial period 37,092 48,482 35,310 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalent at the end of the financial period 17 52,322 37,092 48,482 –––––––––––– –––––––––––– ––––––––––––

94 NOTES TO THE CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

1 Principal accounting policies

(a) General information Appia Group Limited’s (“AGL”) and its subsidiaries (together “Welcome Break”) operate motorway service areas and hotels.

AGL is a private company limited by shares and is incorporated in Jersey. The address of its registered office is: 44 Esplanade, St Helier, Jersey JE4 9WG.

(b) Statement of compliance The consolidated historical financial information of Welcome Break have been prepared in accordance with the requirements of the AIM Rules for Companies and the ESM Rules for Companies and in accordance with the International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) as adopted by the European Union (EU). IFRS adopted by the EU differ in certain respects from IFRS issued by the IASB. References to IFRS hereafter should be construed as references to IFRS as adopted by the EU.

(c) Basis of preparation The preparation of consolidated historical financial information (“consolidated 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 Welcome Break’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 2.

These are Welcome Break’s first consolidated financial statements prepared in accordance with IFRS. The accounting policies set out below have been applied in preparing the financial statements for the periods ended 30 January 2018, 31 January 2017 and 26 January 2016 and in the preparation of the opening IFRS Statement of Financial Position at 28 January 2015 (Welcome Break’s date of transition). In preparing its opening IFRS Statement of Financial Position, Welcome Break has adjusted the amounts reported previously in financial statements prepared under Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102). An explanation of how the transition from FRS 102 to IFRS has affected Welcome Break’s financial position, financial performance and cash flows is set out in note 4.

The consolidated financial statements have been prepared on the going concern basis under the historical cost convention, except for the measurement of certain financial instruments at fair value. The consolidated financial statements are presented in Sterling (£) and all values are rounded to the nearest thousand (£’000), except where otherwise stated.

(d) Basis of consolidation The consolidated financial statements comprise the financial statements of AGL and all its subsidiaries for the 52 week period ended 30 January 2018, 53 week period ended 31 January 2017 and the 52 week period ended 26 January 2016.

Subsidiaries are entities controlled by Welcome Break. They are consolidated from the date on which Welcome Break obtains control and continue to be consolidated until the date when such control ceases. Welcome Break controls an entity when Welcome Break 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 power over the entity. Subsidiaries are accounted for using the acquisition method as at the acquisition date i.e. when control is transferred to Welcome Break. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company using consistent accounting policies.

The acquisition method of accounting is used to account for business combinations by Welcome Break. Welcome Break has elected not to apply IFRS retrospectively to business combinations on first time adoption.

95 All intra-group balances, transactions and unrealised gains resulting from intra-group transactions and dividends are eliminated in full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

(e) Revenue Revenue 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.

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 Welcome Break, 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 Welcome Break’s revenue is earned from amenity and forecourt sales throughout its network of service stations in the UK. Sales of goods are recognised when Welcome Break sells a product to the customer. Retail sales are usually in cash, by credit card or by fuelcard. Due to the nature of the products sold, Welcome Break does not experience material levels of returns.

Hotel sales Revenue is derived from hotel operations and includes the rental of rooms and food and beverage sales. Revenue is recognised when the rooms are occupied and food and beverages are sold.

Gaming income Welcome Break recognises takings due from playing gaming machines less any payouts as revenue at the point the machine is played.

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 Welcome Break and its business partners are reviewed to determine each party’s respective role in the transaction. Where Welcome Break’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 Welcome Break’s role in a transaction is that of an agent, revenue is recognised on a net basis with revenue representing the commission earned.

Where revenue is invoiced in advance it is deferred on the consolidated statement of financial position and is recognised as revenue in the period to which it relates.

(f) Operating leases: lessee Rentals paid under operating leases are charged to the profit or loss on a straight line basis over the period of the lease.

(g) Operating leases: lessor Rentals received under operating leases are credited to the profit or loss on a straight line basis over the period of the lease and are recorded in other operating income.

(h) Exceptional items Welcome Break classifies certain one-off charges or credits that have a material impact on Welcome Break’s financial results as ‘exceptional items’. These are disclosed separately to provide further understanding of the financial performance of Welcome Break.

96 (i) Interest income Interest income is recognised using the effective interest rate method when it is probable that income will flow to Welcome Break. When a loan or receivable is impaired, Welcome Break 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.

(j) Finance costs Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalised as part of the asset. All other borrowing costs are recognised as an expense in the Consolidated Income Statement.

Interest payable on loan notes is accounted for on an accruals basis in the statement of comprehensive income and is added to the carrying amount of the Eurobonds once additional loan notes have been issued, under the terms of the loans, (31 July and 31 January annually) or otherwise unsettled interest is recorded within accruals.

(k) Taxation The tax expense for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Current tax 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 AGL’s subsidiaries and joint venture 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 tax Deferred income tax is recognised using the liability method 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.

Deferred income tax assets are recognised only 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.

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.

97 (l) Employee benefits

Post-employment obligations Welcome Break operates various post-employment schemes, including both defined benefit and defined contribution pension plans.

Defined benefit pension plans The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. An asset is required in the balance sheet where fair value of plan assets exceeds the present value of the defined benefit obligation.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid (sterling), and that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the consolidated income statement.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the statement of financial position.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in consolidated income statement as past service costs.

Defined contribution plans Welcome Break pays fixed contributions to into a separate entity. Welcome Break has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from Welcome Break on independently administered funds.

(m) Goodwill Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is the excess of the consideration paid over the fair value of the identifiable assets, liabilities and contingent liabilities in a business combination and relates to assets which are not capable of being individually identified and separately recognised.

Goodwill acquired is allocated, at acquisition date, to the groups of Cash Generating Units (CGU’s) expected to benefit from synergies related to the acquisition. Where management reassesses its groups of CGU’s, goodwill is reallocated on a relative value basis.

Goodwill is measured at cost less accumulated impairment losses. The CGU’s represent the lowest level within Welcome Break at which goodwill is monitored for internal management purposes.

Goodwill is subject to impairment testing on an annual basis and at any time during the year if an indicator of impairment exists. Where the recoverable amount of a cash generating unit is less than the carrying amount, an impairment loss is recognised. Impairment losses arising in respect of goodwill are not reversed once recognised.

Where a subsidiary is sold, any goodwill arising on acquisition, net of any impairments, is included in determining the profit or loss arising on disposal.

98 (n) Impairment of non-financial assets The carrying amounts of Welcome Break’s property, plant and equipment (including assets under construction), 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, Welcome Break carries out an impairment test.

When testing for impairment, assets are grouped together into the smallest group of assets that is largely independent of Welcome Break’s other cash generating streams. The recoverable amount in respect of each cash generating unit (CGU) 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 Welcome Break’s weighted average cost of capital reflecting current market assessments of the time value of money and the risks specific to the CGU.

Fair value is determined as the price that would be received to sell the CGU in an orderly transaction between market participants at the measurement date. Further details of the application of this policy to Welcome Break’s CGUs is set out in note 13. 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 are reviewed for possible reversal at each reporting date.

(o) Property, plant and 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.

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 Welcome Break and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Consolidated Income Statement during the financial year in which they are incurred.

Property, plant and equipment is depreciated on a straight-line basis over its expected useful life. The typical useful lives of Welcome Break’s property, plant and equipment are: Freehold property 35 years Leasehold property over expected life of a maximum of unexpired term (maximum 50 years) Plant and machinery 5 – 10 years Fixtures, fittings and equipment 3 – 10 years

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 Consolidated 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 amounts.

99 (p) Leases Assets held by Welcome Break under leases which transfer to Welcome Break 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 calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined Welcome Break’s incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are include in the cost of the asset.

Subsequent to initial recognition, each 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 Consolidated 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 Consolidated Income Statement on a straight-line basis over the period of the lease.

(q) Inventory Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost basis. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

(r) Cash and cash equivalents In the Consolidated Statement of Cash Flows, cash and cash equivalents includes cash in hand, cash in transit, 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.

(s) 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 at amortised cost using the effective interest rate method.

(t) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss 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. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the Consolidated Statement of Financial Position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

100 Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless Welcome Break has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(u) Financial assets

Classification Welcome Break classifies its financial assets as loans and receivables and derivative financial instruments. 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. Welcome Break’s loans and receivables comprise trade and other receivables 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.

(v) Impairment of financial assets Welcome Break 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 or default or delinquency in interest or principal payments due from a debtor or a group of debtors, 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 in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the Consolidated Income Statement.

(w) Derivative financial instruments and hedging activities Welcome Break uses derivative financial instruments to manage certain interest rate exposures.. All derivatives are recognised at fair value. The treatment of changes in fair value depends on whether the derivative is designated as a hedging instrument, the nature of the item being hedged and the effectiveness of the hedge. Welcome Break designates certain derivatives as follows: l hedges of a particular risk associated with a recognised floating rate asset or liability or a highly probable forecast transaction (cash flow hedges); l hedges of changes in the fair value of a recognised asset or liability (fair value hedges); and l hedges of net investments in foreign operations (net investment hedges).

101 At inception Welcome Break documents the relationship between the hedging instrument and hedged items, its risk management objectives and the strategy for undertaking the transaction. Welcome Break also documents its assessment of whether the derivative is highly effective in offsetting changes in fair value or cash flows of hedged items, both at inception and in future periods.

The fair values of the interest swap instruments are disclosed in note 20. Movements on the cash flow hedging reserve in shareholders’ equity are shown in the Consolidated Statement of Changes in Equity. The full fair value of a hedging derivative is classified as a non-current asset or liability when its remaining maturity is more than one year; it is classified as a current asset or liability when its remaining maturity is less than one year. Non-hedging derivative assets and liabilities are classified as current or non- current based on expected realisation or settlement dates.

Cash flow hedges Changes in the fair value of derivative hedging instruments designated as cash flow hedges are recognised in other comprehensive income to the extent that the hedge is effective. Amounts accumulated in other comprehensive income are reclassified to the Consolidated Income Statement in the same periods that the hedged items affect profit or loss. The reclassified gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the Consolidated Income Statement within finance income or costs respectively. The gain or loss relating to the ineffective portion is recognised immediately in the Consolidated Income Statement within finance income or costs respectively. When the hedged item is a non-financial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when it is recognised. In other cases, the amount recognised in other comprehensive income is transferred to the Consolidated Income Statement in the same period that the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income remains there until the forecast transaction occurs, unless the hedged transaction is no longer expected to occur, in which case the cumulative gain or loss that was previously recognised in other comprehensive income is transferred to the Consolidated Income Statement.

Fair value hierarchy The Group reports using the fair value hierarchy in relation to its assets and liabilities which are measured at fair value except for those which are exempt as defined under IFRS 13, Fair Value Measurement. The fair value hierarchy categorises into three levels the inputs to valuation techniques used to measure fair value, which are described as follows:

l Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; l Level 2: inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly (as prices) or indirectly (derived from prices); and l Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(x) Provisions Provisions are recognised when Welcome Break has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be estimated reliably.

The amount recognised as provisions is the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The effect of the time value of money is not material and therefore the provisions are not discounted.

102 (y) Foreign currency Items included in the financial statements of each of Welcome Break’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 Sterling, which is AGL’s functional 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 trading transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Income Statement.

Foreign exchange gains and losses are presented in the Consolidated Income Statement within operating costs or finance costs.

2 Judgements in applying accounting policies and key sources of estimation uncertainty In the application of Welcome Break’s accounting policies, which are described in note 1, 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 on-going basis. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate was based, or as a result of new information or further information. Such changes are recognised in the period in which the estimate is revised.

The Directors believe that the most critical accounting policies and significant areas of judgement and estimation arise from the accounting for:

(a) Employee benefit obligation The Directors engage a qualified independent actuary to calculate Welcome Break’s asset/liability in respect of its defined benefit pension scheme. In calculating this asset/liability, it is necessary for actuarial assumptions to be made, which include discount rates, salary and pension increases, price inflation, the long term rate of return upon scheme assets and mortality. As actual rates of increase and mortality may differ from those assumed, the pension asset/liability may differ from that included in these financial statements. Please refer to note 29 for further details of key assumptions.

(b) Deferred tax Deferred tax assets and liabilities require management estimate in determining the amounts to be recognised. In particular, when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing, nature and level of future taxable income. The recognition of deferred tax assets relating to tax losses carried forward relies on profit projections and taxable profit forecasts prepared by management, where a number of assumptions are required based on the levels of growth in profits and the reversal of deferred tax.

(c) Depreciation The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the income statement.

The useful lives of Welcome Break’s assets are determined by management at the time the asset is acquired. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life.

103 (d) Goodwill and impairment Goodwill arose in 2008 on the acquisition of Welcome Break Group Holdings Limited by Appia Investments Limited and the amendment of Welcome Break structure.

Welcome Break tests annually whether goodwill has suffered an impairment. The recoverable amounts of groups of CGUs have been determined based on value-in-use calculations. The principal assumptions used to determine value-in-use assets relate to the future cash flows and the time value of money. Further information is detailed in note 13. Impairment tests in respect of property, plant and equipment are also performed on a CGU basis. Further information is contained in note 14.

3 New standards and interpretations not yet adopted The principal standards and interpretations that are issued but not yet effective up to the date of Welcome Break’s financial statements are disclosed below. Welcome Break intends to adopt these standards, if applicable, when they become effective.

(a) IFRS 9 financial instruments IFRS 9, financial instruments, is the standard which will replace IAS 39, Financial Instruments: Recognition and Measurement. It has been completed in a number of phases with the final version issued by the IASB in July 2014 and endorsed by the EU in November 2016. The standard addresses the classification, measurement and derecognition of financial assets and liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, and Welcome Break will apply IFRS 9 from its effective date. Welcome Break has assessed the impact of IFRS 9, and has concluded that this standard will not have a significant impact.

(b) IFRS 15 revenue from contracts with customers IFRS 15, revenue from contracts with customers, replaces IAS 18, Revenue and IAS 11, Construction contracts and related interpretations. IFRS 15 was endorsed by the EU in September 2016. IFRS 15 establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. It specifies how and when revenue should be recognised as well as requiring enhanced disclosures. Revenue is recognised when an identified performance obligation has been met and the customer can direct the use of and obtain substantially all the remaining benefits from a good or service as a result of obtaining control of that good or service. IFRS 15 is effective for annual periods beginning on or after 1 January 2018, and Welcome Break will apply IFRS 15 from its effective date.

Welcome Break has assessed the impact of IFRS 15. Revenue recognition under IFRS 15 is expected to be consistent with current practice for Welcome Break’s revenue. If IFRS 15 had been applied to the current reporting period, it would not have had a significant impact on the financial statements.

(c) IFRS 16 leases IFRS 16, Leases, issued in January 2016 by the IASB replaces IAS 17, Leases and related interpretations. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and the lessor. For lessees, IFRS 16 eliminates the classification of leases as either operating leases or finance leases and introduces a single lessee accounting model whereby all leases are accounted for as finance leases, with some exemptions. For lessors, IFRS 16 substantially carried forward the accounting requirement in IAS 17. IFRS 16 was endorsed by the EU in October 2017. It is effective for annual periods beginning on or after 1 January 2019, and, Welcome Break will apply IFRS 16 from its effective date.

The standard will affect primarily the accounting for Welcome Break’s operating leases. The application of IFRS 16 will result in the recognition of additional assets and liabilities in the Consolidated Statement of Financial Position and in the Consolidated Income Statement it will replace the straight-line operating expense with an additional depreciation charge for the right-of-use asset and an interest expense on the lease liabilities. Welcome Break’s non-cancellable operating leases commitments are detailed in Note 27, however Welcome Break has not yet determined to what extent these commitments will

104 result in the recognition of an asset and a liability for future payments and how it will affect Welcome Break’s profit or loss and classification of cash flows.

Welcome Break has set up a transition team who are currently assessing the full impact of IFRS 16.

(d) Other standards Other changes to IFRS have been issued but are not yet effective for Welcome Break. However, they are either not expected to have a material effect on the consolidated financial statements or they are not currently relevant for Welcome Break.

4 First time adoption of IFRS For financial reporting periods up to and including 30 January 2018 Welcome Break prepared its financial statements in accordance with FRS 102. Welcome Break financial statements for the periods ended 30 January 2018, 31 January 2017 and 26 January 2016 and the preparation of the Opening Statement of Financial Position at 28 January 2015 (Welcome Break’s date of transition to IFRS) have been prepared in accordance with IFRS as adopted by the EU.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the periods ended 30 January 2018, 31 January 2017 and 26 January 2016 and in the preparation of the Opening Statement of Financial Position at 28 January 2015 (the Group’s date of transition). In preparing its opening Statement of Financial Position, the Group has adjusted the amounts reported previously in the financial statements prepared under FRS 102. An explanation of how the transition from FRS 102 to IFRS (as adopted by the EU) has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and notes.

Exemptions applied

Optional exemptions IFRS 1 First-time Adoption of International Financial Reporting Standards (‘IFRS 1’) allows first time adopters certain exemptions from the retrospective application of certain requirements under IFRS. Welcome Break has applied the following exemptions: l Welcome Break has elected not to retrospectively apply IFRS 3 Business Combinations to business combinations that occurred before the transition date. Such business combinations have not been restated. Any goodwill arising on such business combinations before the Transition Date has not been adjusted from the carrying value previously reported under FRS 102.

Mandatory exemptions Set out below are the applicable mandatory exceptions in IFRS 1 applied in the conversion from FRS 102 to IFRS. l Estimates – IFRS estimates as at 28 January 2015 are consistent with the estimates as at the same date made in conformity with FRS 102. l Non-controlling interests l Hedge accounting

The other compulsory exemptions in IFRS 1 as noted below have not been applied as these are not relevant to Welcome Break: l Derecognition of financial assets and financial liabilities

105 Reconciliations IFRS 1 requires an entity to reconcile equity, comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from FRS 102 to IFRS for the respective periods noted for equity and total comprehensive income.

Total Total Total compre- compre- compre- hensive hensive hensive Equity Equity Equity Equity expense expense expense 28 January 26 January 31 January 30 January 26 January 31 January 30 January 2015 2016 2017 2018 2016 2017 2018 Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000 Reconciliation of results: Per FRS 102 (177,944) (219,775) (281,581) (307,144) (41,831) (60,556) (25,025) Intangible assets a – 12,133 24,499 36,392 12,133 12,366 11,893 Tangible assets b (21,393) (22,680) (23,277) (23,849) (1,287) (597) (572) Operating leases c (62,235) (63,256) (64,062) (64,768) (1,021) (806) (706) Borrowings d – – – (3,220) – – (3,220) Deferred tax e (5,711) (3,429) (504) (12,200) 2,282 2,925 (11,696) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Per IFRS (267,283) (297,007) (344,925) (374,789) (29,724) (46,668) (29,326) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––––––––––––– –––––––––––

(a) Intangible assets Goodwill arising on business combinations was amortised over a period of 20 years under FRS 102. Goodwill is not amortised under IFRS and is assessed for impairment annually. This adjustment reflects the cessation of goodwill amortisation in respect of subsidiaries as at the transition date. As required under IFRS 1, goodwill was assessed for impairment as at the transition date and no impairment resulted from this review.

(b) Tangible assets This adjustment to equity represent the reduction in the carrying value of leasehold land interests as a result of straight-lining depreciation over the period of the leases which has resulted in an increased depreciation charge across all periods presented.

(c) Operating leases This adjustment to equity represent the recognition of a deferred rental accrual as a result of straight- lining rental charges with fixed or minimum increments.

(d) Borrowings This adjustment relates to the recognition of borrowings at amortised cost using the effective interest rate method.

(e) Deferred tax Deferred tax has been calculated in line with the requirements of IAS 12. The adjustments arising on transition to IFRS relate mainly to temporary differences: l between the carrying value and tax base of non-qualifying assets resulting in deferred tax liabilities (note 12 (b)). l between the carrying value and tax base of the operating lease rental accrual arising from transition adjustments explained in note (c) above resulting in a deferred tax asset ((note 12 (b)).

106 l Deferred tax asset now recognised on excess of depreciation over capital allowances as at transition date, as at 26 January 2016 and 31 January 2017 due to sufficient taxable temporary differences now available ((note 12 (b)).

(f) Cash flow The transition from FRS 102 to IFRS has not had a material impact on the statement of cash flows.

5 Segmental analysis Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM has been identified as the Board of Executive Directors. Welcome Break solely operates in the United Kingdom.

The Board considers the business from a product/service perspective. Management separately considers retail activities across three operating segments: amenity, forecourt and hotel products.

Amenity – Relates to catering, retail, gaming and parking sales Forecourt – Relates to fuel and retail sales Hotel – Relates to accommodation, room hire and food and beverage sales

The CODM monitors Revenue and Gross Profit 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. The CODM also reviews adjusted EBITDA on a consolidated basis. Assets and liabilities are reviewed by the CODM for Welcome Break in its entirety and as such segment information is not provided for these items.

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Analysis of revenue by category: Amenity 280,946 277,976 266,185 Forecourt 413,186 368,822 354,593 Hotel 25,949 25,846 23,267 –––––––––––– –––––––––––– –––––––––––– 720,081 672,644 644,045 –––––––––––– –––––––––––– –––––––––––– Analysis of gross profit by category: Amenity 113,148 112,122 107,938 Forecourt 30,191 24,057 19,096 Hotel 12,957 13,295 12,372 –––––––––––– –––––––––––– –––––––––––– 156,296 149,474 139,406 –––––––––––– –––––––––––– ––––––––––––

All revenue arose in the United Kingdom.

107 5(i) Reconciliation of loss before income tax to earnings before interest, tax, depreciation and amortisation (EBITDA) and exceptional items (Adjusted EBITDA)

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January Notes 2018 2017 2016 £’000 £’000 £’000 Loss before income tax (34,846) (42,665) (32,512) Depreciation 6 23,636 21,633 24,206 Net finance cost 11 66,223 83,998 71,104 –––––––––––– –––––––––––– –––––––––––– EBITDA 55,013 62,966 62,798 Exceptional expenses 5(ii) 13,795 2,652 3,151 Exceptional other operating income 5(ii) (3,202) (3,834) (10,650) –––––––––––– –––––––––––– –––––––––––– Adjusted EBITDA 65,606 61,784 55,299 –––––––––––– –––––––––––– ––––––––––––

5(ii) Exceptional expenses/(income) 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Exceptional administrative expenses: Costs relating to VAT refund (1) – 154 – Operational restructuring and compliance (2) 597 524 569 Refinancing and restructuring costs (3) 7,399 585 57 Dilapidation costs (4) 924 1,389 2,525 2010 business rate revaluations (5) 2,232 – – Loss on disposal of tangible assets (6) 2,643 – – –––––––––––– –––––––––––– –––––––––––– 13,795 2,652 3,151 –––––––––––– –––––––––––– –––––––––––– Exceptional other operating income: VAT refund (1) – (1,834) – 2010 business rate revaluations (5) (3,002) (2,000) – Dilapidations income (4) (200) – (10,525) Gain on write back of related parties (7) – – (125) –––––––––––– –––––––––––– –––––––––––– (3,202) (3,834) (10,650) –––––––––––– –––––––––––– ––––––––––––

(1) Costs relating to VAT refund These costs relate to professional fees associated with a retrospective claim relating to overpaid VAT on cold takeaway food and drinks.

(2) Operational restructuring and compliance Restructuring relates to consultancy costs, project based staff costs, redundancy costs and recruitment costs in relation to changes in the way the Group operates.

New regulation compliance costs relate changes to health and safety regulations.

108 (3) Financing and restructuring costs Financing relates to: (1) costs incurred as a result of the refinancing of the senior and junior loans in 2017 and the repayment of the vendor loan notes. This includes both due diligence costs and transaction costs which are not directly attributable to issuing the loans and cannot be capitalised. (2) payments to Directors under a management incentive scheme set up as part of a previous refinancing and associated professional fees.

Restructuring costs relate to professional fees incurred in relation to the simplification of the Welcome Break structure resulting in the striking off of six companies and payments to senior management following the success of the restructuring.

(4) Dilapidations Income was received from Shell when the forecourt leases expired in 2017 to release them from their obligation to ‘make good’. The income was partly spent on maintenance programmes and these costs represent maintenance expenditure incurred since the sites were taken back that is over and above the normal spend required to maintain the forecourts.

(5) Business rate revaluations Welcome Break continue to negotiate the business rates charged on the MSAs in relation to 2010. As negotiations continue and settlements are made the Group recognises both refunds and payments and reassesses any sites rates that have not been finalised. These costs represent payments and reassessed liabilities.

(6) Loss on disposal of tangible assets In 2017 there was a fire at Fleet Motorway Service Area. The majority of the loss on disposal of tangible assets relates to the write off of assets following the fire.

(7) Gain on write back of loans to related parties The gain relates to the write off of loan notes held by two Directors.

6 Expenses 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Loss before tax is stated after charging: Inventory recognised as an expense 465,734 437,612 426,707 Depreciation of tangible fixed assets (note 14) 23,636 21,633 24,206 Operating lease charges – land and buildings 29,498 29,906 29,400 Operating lease charges – plant and machinery 2,535 2,625 2,561 Employee benefit expense (note 10) 83,173 79,760 71,335 Net foreign exchange losses/(gains) 5 25 4 –––––––––––– –––––––––––– ––––––––––––

109 7 Other operating income 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Rent receivable under operating leases (note 1(f) and (x)) 3,349 4,184 4,277 Exceptional other operating income (note 5 (ii)) 3,202 3,834 10,650 –––––––––––– –––––––––––– –––––––––––– 6,551 8,018 14,927 –––––––––––– –––––––––––– ––––––––––––

8 Services provided by Group’s auditors’ and its associates 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Fees payable to Group’s auditors’ for the audit of the Group’s financial statements 10 10 10 Fees payable to the Group’s auditors’ and its associates in respect of: – The audit of Company’s subsidiaries pursuant to legislation 194 173 173 – Audit related assurance services – 6 22 – Tax services 98 285 141 – Services relating to corporate finance transactions – 566 – – Other non-audit services 81 112 117 –––––––––––– –––––––––––– –––––––––––– 383 1,152 463 –––––––––––– –––––––––––– ––––––––––––

9 Directors’ emoluments 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Aggregate emoluments 1,631 1,581 1,690 Defined benefit pension scheme 7 5 3 –––––––––––– –––––––––––– –––––––––––– 1,638 1,586 1,693 –––––––––––– –––––––––––– ––––––––––––

Three of the directors received amounts totalling £3,980,000 in the period to 30 January 2018 (2017 and 2016: £nil) under long term incentive plans.

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Highest paid director: Aggregate emoluments 792 763 831 –––––––––––– –––––––––––– ––––––––––––

The highest paid Director received £2,000,000 (2017 and 2016: £nil) in the period to 30 January 2018 under long term incentive plans.

110 10 Employee benefits 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Staff costs, including directors’ remuneration, were as follows: Wages and salaries 77,779 74,673 66,351 Social insurance costs 4,590 4,302 4,306 Pension costs – defined contribution plans (note 29) 804 785 678 –––––––––––– –––––––––––– –––––––––––– 83,173 79,760 71,335 –––––––––––– –––––––––––– ––––––––––––

11 Finance income and costs 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Finance income Bank interest receivable 70 187 174 Other interest and similar income – 20 19 Reversal of impairment loss – – 586 –––––––––––– –––––––––––– –––––––––––– Finance income 70 207 779 –––––––––––– –––––––––––– –––––––––––– Finance costs Interest and finance charges 62,284 73,722 66,216 Amortisation of loan issue costs 2,218 8,829 3,940 Finance lease charges 1,518 1,574 1,586 Net interest expense on employee benefit obligations (note 29) 219 29 94 Other finance costs and similar charges 54 51 47 –––––––––––– –––––––––––– –––––––––––– Finance costs 66,293 84,205 71,883 –––––––––––– –––––––––––– ––––––––––––

The amortisation of issue costs in 2017 includes costs of £4,818,000 which relates to the write off of issue costs of loans repaid during 2017.

12 Tax

(a) Income tax expense 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Current tax Current tax on losses for the year 717 – – –––––––––––– –––––––––––– –––––––––––– Deferred income tax: Decrease in deferred tax liability (1,660) (2,451) (4,086) (Increase)/decrease in deferred tax asset 2,450 (204) 1,775 –––––––––––– –––––––––––– –––––––––––– Total deferred tax charge/(benefit) 790 (2,655) (2,311) –––––––––––– –––––––––––– –––––––––––– Income tax charge/(credit) for the financial period 1,507 (2,655) (2,311) –––––––––––– –––––––––––– ––––––––––––

111 (b) Tax included in other comprehensive income/ (expense) 52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Deferred tax on cash flow hedges (476) 270 (29) Deferred tax on defined benefit pension obligations (320) 78 (78) –––––––––––– –––––––––––– ––––––––––––

The tax assessed for the current period varies (2017: varies) from the standard rate of corporation tax in the UK of 19 per cent. (2017 and 2016: 20 per cent.). The differences are explained below:

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Loss before taxation (34,846) (42,665) (32,512) –––––––––––– –––––––––––– –––––––––––– Loss multiplied by the standard rate of corporation tax in the UK of 19% (2017 and 2016: 20%) (6,621) (8,533) (6,502) Effects of: Expenses not deductible for tax 9,425 6,639 6,057 Recognition of previously unused losses (2,631) – (2,105) Adjustment in respect of prior periods – – (79) Current period losses not recognised – – (112) IFRS transition adjustments and re-measurement of deferred tax – change in UK tax rate 1,334 (761) 430 –––––––––––– –––––––––––– –––––––––––– Income tax charge/(credit) for the financial period 1,507 (2,655) (2,311) –––––––––––– –––––––––––– ––––––––––––

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2015 (on 26 October 2015) and Finance Bill 2016 (on 7 September 2016). These include reductions to the main rate to reduce the rate to 19 per cent. from 1 April 2017 and to 17 per cent. from 1 April 2020. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

The Finance (No.2) Act 2017 introduced new rules to restrict the deductibility of net interest costs from 1 April 2017 which have been applied during the period.

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Deferred tax assets Excess of depreciation over capital allowances 10,430 13,000 12,300 Cash flow hedge – 465 195 Deferred tax on operating lease straight line accounting 11,010 10,890 11,386 –––––––––––– –––––––––––– –––––––––––– 21,440 24,355 23,881 –––––––––––– –––––––––––– –––––––––––– Deferred tax liabilities Non-qualifying assets (23,199) (24,859) (27,310) Cash flow hedge (11) – – Movement in defined benefit pension scheme (320) – (78) –––––––––––– –––––––––––– –––––––––––– (23,530) (24,859) (27,388) –––––––––––– –––––––––––– ––––––––––––

112 Deferred tax assets have been recognised in respect of deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised.

The movement in the net deferred tax liabilities during the year was as follows:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 At beginning of period (504) (3,507) (5,711) Movement recognised in the consolidated income statement (790) 2,655 2,311 Movement recognised in the consolidated statement of comprehensive income (796) 348 (107) –––––––––––– –––––––––––– –––––––––––– Net deferred tax liability (2,090) (504) (3,507) –––––––––––– –––––––––––– ––––––––––––

At 30 January 2018 Welcome Break had not recognised deferred tax assets amounting to £2,831,200 (31 January 2017: £2,831,200 and 26 January 2016: £2,997,000) in relation to unused tax losses. These tax losses are not expected to expire.

13 Intangible assets Goodwill £’000 Deemed cost At 28 January 2015, 26 January 2016 and 31 January 2017 159,569 Acquisitions (note 31) 3,271 –––––––––––– At 30 January 2018 162,840 –––––––––––– Net book value At 30 January 2018 162,840 –––––––––––– At 31 January 2017 159,569 –––––––––––– At 26 January 2016 159,569 ––––––––––––

Impairment testing of goodwill Goodwill arising as part of a business combination is allocated to groups of cash-generating units (‘CGUs’) for the purpose of impairment testing based on Welcome Break’s operating segments. The CGU groups represent the lowest level at which goodwill is monitored for internal management purposes. A total of three groups (2017 and 2016: three groups) of CGUs have been identified.

A summary of the allocation of the carrying value of goodwill by CGU is presented below:

Amenity Forecourt Hotels Total £’000 £’000 £’000 £’000 Balance at 26 January 2016 121,842 24,174 13,553 159,569 Balance at 31 January 2017 121,842 24,174 13,553 159,569 Balance at 30 January 2018 125,113 24,174 13,553 162,840

No impairment arose in 2018 (2017 and 2016: £nil) as the recoverable amount of the groups of CGUs, based on value-in-use and estimated using the methodology outlined below, exceeded the carrying amount.

113 Impairment testing methodology and results The recoverable amount of each CGU is based on a value-in-use calculation. The cash flow forecasts for the purposes of these calculations are based on a five year plan approved by the Board. Cash flow forecasts use growth factors consistent with historical growth rates as adjusted for the cyclical nature of the business and are validated by reference to external data. The long term growth is estimated based on projected GDP growth rates and inflation forecasts for the UK economy.

Forecasts are generally derived from a combination of internal and external factors based on historical experience and take into account the cyclicality of cash flows typically associated with these groups of CGUs. The cash flows, including terminal value estimations, are discounted using appropriate pre-tax discount rates consistent with Welcome Break’s estimated weighted average cost of capital.

Key assumptions include management’s estimates of future profitability, replacement capital expenditure requirements, long term growth rates and discount rates.

The additional disclosures required under IAS 36, Impairment of Assets in relation to significant goodwill amounts arising in the three groups of CGUs are as follows:

30 January 31 January 26 January 2018 2017 2016 Basis of recoverable amount Value-in- use Value-in- use Value-in- use Discount rate applied (pre-tax) 9.88% 9.88% 9.88% Long term growth rate 2.0% 2.0% 2.0%

The values applied to each of the key assumptions are derived from a combination of internal and external factors based on historical experience.

Management has determined forecast profitability based on past performance and its expectation of the current market conditions.

The table below identifies the amounts by which each of the key assumptions must change in 2018 in order for the recoverable amount to be equal to the carrying amount of the three CGUs identified as individually significant.

Amenity Forecourts Hotels Increase in pre-tax discount rate to 18.08% 26.88% 22.88% Percentage reduction in EBITDA (46.0%) (60.6%) (56.2%)

The Directors and management have considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that would result in an impairment within the CGUs.

114 14 Property, plant and equipment

Fixtures fittings Assets Land and buildings Plant and and motor under Freehold Leasehold machinery vehicles Construction Total £’000 £’000 £’000 £’000 £’000 £’000 GROUP Cost At 28 January 2015 20,602 411,260 29,048 121,112 – 582,022 Additions 1,125 9,944 5,819 12,877 2,705 32,470 Disposals (1,838) (1,893) (757) (8,813) – (13,301) Reclassifications and transfers 193 (30) (1) (306) 144 – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 26 January 2016 20,082 419,281 34,109 124,870 2,849 601,191 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Accumulated depreciation At 28 January 2015 9,771 225,287 11,521 102,212 – 348,791 Charge for the period 1,428 12,533 2,621 7,624 – 24,206 Disposals (1,838) (1,893) (757) (8,813) – (13,301) Reclassifications and transfers 177 (177) – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 26 January 2016 9,538 235,750 13,385 101,023 – 359,696 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net book value At 26 January 2016 10,544 183,531 20,724 23,847 2,849 241,495 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 28 January 2015 10,831 185,973 17,527 18,900 – 233,231 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Fixtures fittings Assets Land and buildings Plant and and motor under Freehold Leasehold machinery vehicles Construction Total £’000 £’000 £’000 £’000 £’000 £’000 GROUP Cost At 27 January 2016 20,082 419,281 34,109 124,870 2,849 601,191 Additions 272 5,759 4,391 5,333 – 15,755 Disposals (4) (1,370) (431) (1,956) – (3,761) Reclassifications and transfers – 2,065 138 646 (2,849) – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 January 2017 20,350 425,735 38,207 128,893 – 613,185 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Accumulated depreciation At 27 January 2016 9,538 235,750 13,385 101,023 – 359,696 Charge for the period 824 10,508 2,848 7,453 – 21,633 Disposals – (267) (144) (1,418) – (1,829) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 January 2017 10,362 245,991 16,089 107,058 – 379,500 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net book value At 31 January 2017 9,988 179,744 22,118 21,835 – 233,685 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 26 January 2016 10,544 183,531 20,724 23,847 2,849 241,495 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

115 Fixtures fittings Land and buildings Plant and and motor Freehold Leasehold machinery vehicles Total £’000 £’000 £’000 £’000 £’000 GROUP Cost At 1 February 2017 20,350 425,735 38,207 128,893 613,185 Additions 517 5,456 3,493 7,044 16,510 Acquisitions – 185 38 158 381 Disposals (719) (866) (363) (1,604) (3,552) Reclassifications and transfers 12 458 31 (501) – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 30 January 2018 20,160 430,968 41,406 139,990 626,524 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Accumulated depreciation At 1 February 2017 10,362 245,991 16,089 107,058 379,500 Charge for the period 1,094 12,100 3,166 7,276 23,636 Disposals (719) (397) (215) (1,408) (2,739) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 30 January 2018 10,737 257,694 19,040 112,926 400,397 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net book value At 30 January 2018 9,423 173,274 22,366 21,064 226,127 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 January 2017 9,988 179,744 22,118 21,835 233,685 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The net book value of land and buildings may be further analysed as follows:

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Freehold 9,423 9,988 10,544 Long leasehold 3,485 3,500 3,543 Short leasehold 169,789 176,244 179,988 –––––––––––– –––––––––––– –––––––––––– 182,697 189,732 194,075 –––––––––––– –––––––––––– ––––––––––––

There was no interest capitalised in fixed asset additions in the periods. The cumulative amount of interest capitalised in the total cost above is £524,000 (2017 and 2016: £524,000).

116 Assets held under finance leases: Land and Fixtures buildings fittings and leasehold equipment Total £’000 £’000 £’000 Cost At 30 January 2018, 31 January 2017 and 26 January 2016 16,880 70 16,950 –––––––––––– –––––––––––– –––––––––––– Accumulated depreciation At 28 January 2015 8,851 70 8,921 Charge for the financial period 233 – 233 –––––––––––– –––––––––––– –––––––––––– At 26 January 2016 9,084 70 9,154 Charge for the period 239 – 239 –––––––––––– –––––––––––– –––––––––––– At 31 January 2017 9,323 70 9,393 Charge for the financial period 233 – 233 –––––––––––– –––––––––––– –––––––––––– At 30 January 2018 9,556 70 9,626 –––––––––––– –––––––––––– –––––––––––– Net book value At 30 January 2018 7,324 – 7,324 –––––––––––– –––––––––––– –––––––––––– At 31 January 2017 7,557 – 7,557 –––––––––––– –––––––––––– –––––––––––– At 26 January 2016 7,796 – 7,796 –––––––––––– –––––––––––– ––––––––––––

The Group leases various assets under non-cancellable finance lease arrangements. The length of the lease term remaining is 19 years (2017: 20 years and 2016: 21 years).

Capital expenditure commitments Welcome Break has commitments of £3,563,000 (2017: £104,000 and 2016: £8,000) for capital expenditure on property, plant and equipment at the financial year end contracted for but for which no provision has been made.

Assets pledged as security Assets with a carrying value of £244,816,000 (2017: £248,259,000 and 2016: £255,186,000) have been pledged as security to Welcome Break’s leasing providers. Welcome Break is not permitted to pledge these assets as security for other borrowings or sell these assets to another entity without prior consent of the Welcome Break’s lenders.

Impairments Impairment tests for items of property, plant and equipment are performed on a cash-generating unit basis when impairment triggers arise. No impairments charges have been booked in the current period (2017 and 2016: £nil).

The recoverable amounts of property, plant and equipment are based on the higher of fair value less costs to sell and value-in-use. Value-in-use calculations are based on cash flow projections and discount rates for items of property, plant and equipment. Impairment charges are recognised within cost of sales in the Consolidated Income Statement.

117 15 Inventories 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Finished goods and goods for resale 10,841 8,888 8,623 –––––––––––– –––––––––––– ––––––––––––

16 Trade and other receivables 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Amounts falling due within one year: Trade receivables 9,781 7,005 6,196 Other receivables 5,382 4,619 2,009 Prepayments 10,199 4,460 8,759 Accrued income 1,664 1,107 1,062 –––––––––––– –––––––––––– –––––––––––– Total trade and other receivables 27,026 17,191 18,026 –––––––––––– –––––––––––– ––––––––––––

The carrying amount of the trade and other receivables equate to their fair values due to their short-term maturities.

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

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 UK Pound Sterling 27,026 17,191 18,026 –––––––––––– –––––––––––– ––––––––––––

The ageing analysis of gross trade receivables based on invoice date is as follows:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Amounts falling due within one year: Less than 1 month 9,291 6,329 4,830 Greater than 1 month but less than 2 months 294 553 482 Greater than 2 months but less than 3 months 196 92 96 3 months or greater – 31 788 –––––––––––– –––––––––––– –––––––––––– 9,781 7,005 6,196 –––––––––––– –––––––––––– ––––––––––––

118 As of 30 January 2018, trade receivables of £489,000 (2017: £671,000 and 2016: £1,292,000) 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 based on invoice date is as follows:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Amounts falling due within one year: Greater than 1 month but less than 2 months 293 553 482 Greater than 2 months but less than 6 months 196 118 810 –––––––––––– –––––––––––– –––––––––––– 489 671 1,292 –––––––––––– –––––––––––– ––––––––––––

As of 30 January 2018, trade receivables of £1,000 (2017: £5,000 and 2016: £74,000) were impaired. These amounts have been provided in full. The individually impaired receivables mainly relate to customers that are in difficult economic situations.

Provision for bad debts: 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 At beginning of financial period 57424 Additional provisions – – 50 Utilised in the period (4) (69) – –––––––––––– –––––––––––– –––––––––––– At end of financial period 1 5 74 –––––––––––– –––––––––––– ––––––––––––

The ageing of these receivables based on invoice date is as follows:

30 January 31 January 26 January 2018 2017 2016 £’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 – – – 6 months or greater 1 5 74 –––––––––––– –––––––––––– –––––––––––– 1 5 74 –––––––––––– –––––––––––– ––––––––––––

17 Cash and cash equivalents 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Cash at bank and in hand 52,322 37,092 48,482 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents 52,322 37,092 48,482 –––––––––––– –––––––––––– ––––––––––––

119 18 Trade and other payables

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Current liabilities Trade payables 23,411 19,890 18,695 Taxation and social insurance 7,065 7,602 5,555 Other payables 6,034 4,932 8,481 Accruals 8,959 12,251 12,884 Deferred income 2,155 1,537 1,773 –––––––––––– –––––––––––– –––––––––––– 47,624 46,212 47,388 –––––––––––– –––––––––––– ––––––––––––

Trade and other payables are non-interest bearing and are generally on 30 day credit terms with the exception of fuel payables which are paid on 3 day terms. The fair values of current trade and other payables are equivalent to their carrying value.

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

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Current UK Pound Sterling 47,512 46,098 47,333 US Dollar 112 114 55 –––––––––––– –––––––––––– –––––––––––– 47,624 46,212 47,388 –––––––––––– –––––––––––– –––––––––––– Non-current liabilities Accruals 65,216 64,551 63,786 –––––––––––– –––––––––––– ––––––––––––

The carrying amounts of Welcome Break’s non-current trade and other payables are denominated in the following currencies:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Non-current UK Pound Sterling 65,216 64,551 63,786 –––––––––––– –––––––––––– ––––––––––––

120 19 Borrowings

Analysis of total borrowings 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Senior debt facility less unamortised issue costs (1) 312,489 291,271 193,029 Junior debt facility less unamortised issue costs (2) 100,215 97,038 150,010 Eurobonds (3) 301,688 268,179 233,776 Vendor loan notes less unamortised issue costs (4) – – 58,347 Other loans (5) 7,400 7,437 3,160 Finance leases (6) 17,697 18,054 18,300 –––––––––––– –––––––––––– –––––––––––– Total borrowings 739,489 681,979 656,622 –––––––––––– –––––––––––– –––––––––––– Analysed as follows: Current 5,553 453 8,499 Non-current 733,936 681,526 648,123 –––––––––––– –––––––––––– –––––––––––– 739,489 681,979 656,622 –––––––––––– –––––––––––– ––––––––––––

The carrying amounts of Welcome Break’s borrowings are denominated in the following currencies:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 UK Pound Sterling 739,489 681,979 656,622 –––––––––––– –––––––––––– –––––––––––– The maturity profile of all loans (including finance leases but excluding unamortised issue costs) is as follows: Within one year or on demand 5,553 453 8,499 Between one and five years 700,813 570,138 396,671 After five years 22,628 123,086 238,338 –––––––––––– –––––––––––– –––––––––––– 728,994 693,677 643,508 Issue costs (9,396) (11,698) (8,823) Accrued interest 19,891 – 21,937 –––––––––––– –––––––––––– –––––––––––– 739,489 681,979 656,622 –––––––––––– –––––––––––– –––––––––––– Finance leases The future minimum finance lease payments are as follows: Within one year or on demand 1,862 1,906 1,822 Between one and five years 7,452 7,451 7,464 After five years 26,921 28,785 30,648 –––––––––––– –––––––––––– –––––––––––– Total gross payments 36,235 38,142 39,934 Less: Finance charges (18,538) (20,088) (21,634) –––––––––––– –––––––––––– –––––––––––– Carrying amount of liability 17,697 18,054 18,300 Less: Payments due within one year (373) (386) (276) –––––––––––– –––––––––––– –––––––––––– 17,324 17,668 18,024 –––––––––––– –––––––––––– ––––––––––––

(1) On 30 January 2017 Welcome Break completed a re-financing resulting in a new 5 year £300 million senior debt facility (including a £30 million capital facility and £10 million working capital facility and £50 million uncommitted incremental capital facility).

121 The interest rate on the new senior facility is at LIBOR plus 2.75 per cent. in years 1 and 2, 3.0 per cent. in year 3, 3.25 per cent. in year 4 and 3.5 per cent. in the final year. Interest is paid quarterly in arrears in cash.

During the 2018 financial period £13.7 million of the capital facility was drawn down.The Senior Debt is subject to excess cash flow arrangements from the third anniversary of the loan (rising from 25 per cent. in the first half year to 100 per cent. in the final half year of the five year term).

The unamortised amount of these costs was £6,935,000 (2017: £8,732,000).

The bank loans are secured by way of fixed and floating charges over the assets of Welcome Break Holdings (I) Limited, Welcome Break Group Limited, Welcome Break Limited and Motorway Services Limited.

(2) In addition on 30 January 2017 Welcome Break entered into a new 6 year £100 million junior debt facility.

The interest rate on the new junior facility is at LIBOR plus 8.0 per cent. Interest is paid quarterly in arrears in cash.

The issue costs for the new junior loan totalled £2,953,000 (2017: £2,968,000) and are being amortised over the term of the loan. In order to show Welcome Break’s net borrowings the loan and the issue costs have been offset.

The unamortised amount of these costs was £2,461,000 (2017: £2,966,000). The junior debt is repayable in full on maturity.

Welcome Break No. 1 Limited has guaranteed the obligations of itself and Welcome Break No. 2 Limited under the junior loan obtained by Welcome Break No. 1 Limited which are secured by fixed and floating charges over its assets.

(3) As part of the acquisition of Welcome Break on 28 March 2008, Eurobonds were issued by Appia Europe Limited.

Eurobonds (unsecured 14 per cent. fixed rate notes) comprise an aggregate principal amount of £80,980,935 issued on 28 March 2008 and further loan notes issued bi annually from 31 July 2008 to 31 July 2017 inclusive under the terms of the loan. The loan notes mature on 31 March 2021 and are held by related parties.

The balance outstanding at 30 January 2018 is £301,688,000 (2017: £268,179,000). The total interest charged in the year is £38,509,000 (2017: £34,402,000). Additional loan notes of £18,618,000 have been issued on 31 July 2018. A repayment of the loan notes of £5,000,000 was made on 27 September 2017. The closing loan balance at 30 January 2018 is £281,797,000 exclusive of accrued interest and transaction costs.

(4) A vendor loan agreement of £37,240,889 was entered into on 29 January 2013. The debt matures on 29 July 2019. The rate of interest is 16.25 per cent. per annum. Interest is payable on 31 July and 31 January. The first interest period ended on 31 July 2013. The balance outstanding at 27 January 2016 is £50,880,000 exclusive of accrued interest and amortised transaction costs. On 30 January 2016 the vendor loan notes held by Welcome Break No.3 Limited were repaid as part of the Welcome Break re-financing.

The issue costs of the vendor loan totalled £1,432,000 (2015: £1,432,000). In order to show Welcome Break’s net borrowings the loan and the issue costs have been offset. The un-amortised issue costs was £1,112,000 at 26 January 2016. The loan was repaid during 2017 and the un-amortised issue costs were charged to the income statement in full.

(5) A loan agreement was entered into on 22 October 2015 for £7,740,000 for the redevelopment of Sarn Park. During the period £339,000 has been repaid (2017: £256,000 and 2016: £708,000). Interest

122 costs of £276,000 have been capitalised in the period (2017: £227,000 and 2016: £23,000). The effective interest rate on the loan is 3.93 per cent. The loan matures on 22 October 2065.

(6) A finance lease was entered into on 9 August 2002 for London Gateway Hotel for £16,950.000. The lease matures on 7 August 2037.

The value of the undrawn capital and revolving facilities at 30 January 2018 was £25,394,000 (2017: £39,094,000 and 2016: £8,994,000). The carrying amounts of the current and non-current borrowings equate to their fair value as the borrowings incur interest charges based on variable interest rates reflected in the consolidated income statement using the effective interest rate method.

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

Interest rate risk Welcome Break’s exposure to changes in interest rates arises in respect of its floating rate borrowings. Welcome Break 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 Welcome Break. Management review the need to engage in hedging activities with respect to interest rate risk on negotiating new financing facilities.

Based on Welcome Break’s net debt position at the year-end a movement of 100 basis points in base market interest rates would affect Welcome Break’s profit before tax by approximately £1 million (2017: £1 million and 2016: £2.1 million).

Foreign currency risk Welcome Break 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.

Welcome Break’s activities are conducted in the UK and primarily in GBP. Variances arising from foreign currency translations are reflected in operating costs in the Consolidated Income Statement in the year in which they arise. The principal foreign exchange risk arises from fluctuations in the US Dollar. Due to the relatively low value of transactions in foreign currency Welcome Break does not enter into any foreign currency hedging arrangements.

Credit risk Credit risk arising in the context of Welcome Break’s operations is not significant with the total bad debt provision at the Statement of Financial Position date amounting to <1 per cent. of gross trade receivables (2017: <1 per cent. and 2016: <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 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. Welcome Break continually monitors the credit ratings of its counterparties and the credit exposure to each counterparty.

123 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 30 January 2018, 31 January 2017 and 26 January 2016 based on contractual undiscounted payments, including interest:

< 1 Year 1 – 2 Years 2 – 5 Years > 5 Years Total £’000 £’000 £’000 £’000 £’000 30 January 2018 Trade and other payables 47,624 – – 65,216 112,840 Senior debt facility 13,985 12,600 342,109 – 368,694 Junior debt facility 10,882 9,017 128,290 – 148,189 Eurobonds – – 518,727 – 518,727 Finance leases 1,862 1,862 5,590 26,921 36,235 Other loans 333 333 1,000 14,256 15,922 Derivative liabilities – – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 74,686 23,812 995,716 106,393 1,200,607 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

< 1 Year 1 – 2 Years 2 – 5 Years > 5 Years Total £’000 £’000 £’000 £’000 £’000 31 January 2017 Trade and other payables 46,212 – – 64,551 110,763 Senior debt facility 9,446 10,909 354,710 – 375,065 Junior debt facility 8,525 8,778 27,687 109,620 154,610 Eurobonds – – 527,736 – 527,736 Finance leases 1,906 1,862 5,589 28,785 38,142 Other loans 333 333 1,000 14,589 16,255 Derivative liabilities – – 2,737 – 2,737 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 66,422 21,882 919,459 217,545 1,225,308 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

< 1 Year 1 – 2 Years 2 – 5 Years > 5 Years Total £’000 £’000 £’000 £’000 £’000 26 January 2016 Trade and other payables 47,388 – – 63,786 111,174 Senior debt facility 20,333 193,268 – – 213,601 Junior debt facility 19,948 14,378 166,336 – 200,662 Vendor Loan Notes – – 88,034 – 88,034 Eurobonds – – – 527,736 527,736 Finance leases 1,822 1,906 5,558 30,648 39,934 Other loans 36 333 1,000 14,922 16,291 Derivative liabilities – 1,085 – – 1,085 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 89,527 210,970 260,928 637,092 1,198,517 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The financial liabilities of the Group are repayable on demand.

124 Commodity price risk management Welcome Break is exposed to commodity cost risk in its fuel retail 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, Welcome Break’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. Welcome Break does not use hedging instruments to manage commodity price risk.

Capital management Welcome Break’s objectives when managing capital are to safeguard Welcome Break’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, Welcome Break may issue new shares or buy back existing shares, increase or reduce debt or sell assets. Welcome Break includes borrowings in its measure of capital. Welcome Break’s borrowings are subject to covenants which have been complied with throughout the year.

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 Welcome Break, which includes equity and net debt, may be summarised as follows:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Total borrowings 739,489 681,979 656,622 Less: cash and cash equivalents (52,322) (37,092) (48,482) Net debt 687,167 644,887 608,140 Total equity (374,789) (344,925) (297,007) –––––––––––– –––––––––––– –––––––––––– Total capital 312,378 299,962 311,113 –––––––––––– –––––––––––– ––––––––––––

Fair value hierarchy Total £’000 Fair value measurement at 30 January 2018: Derivative financial instruments Assets at fair value through consolidated income statement 65 –––––––––––– Fair value measurement at 31 January 2017: Derivative financial instruments Liabilities at fair value through consolidated income statement 2,737 –––––––––––– Fair value measurement at 26 January 2016: Derivative financial instruments Liabilities at fair value through consolidated income statement 1,085 ––––––––––––

The fair value of the derivative instruments set out above has been measured in accordance with Level 2 of the fair value hierarchy. All are plain derivative instruments, valued within reference to observable interest rates.

Cash flow hedging As more fully set out in this note, Welcome Break principally utilises interest rate swaps to swap its variable rate debt into fixed rates. These swaps are designated as cash flow hedges and are set so as to closely match the critical terms of the underlying debt being hedged. They have accordingly been determined by Welcome Break to be highly effective in achieving offsetting cash flows for its variable rate debt, and no material level of ineffectiveness in hedged risk has been recorded in the Consolidated Income Statement in relation to these hedges in financial periods.

125 Amounts accounted for in the cash flow hedging reserve in respect of these swaps during the current and preceding periods have been set out in the Consolidated Statement of Comprehensive Income. These fair value gains and losses are expected to impact on profit and loss over the period from 2017 to 2022, in line with the underlying debt being hedged.

21 Financial instruments

Financial instruments by category The accounting policies for financial instruments have been applied to the line items below:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Financial assets classified as loans and receivables: Trade and other receivables 15,163 11,624 8,205 Accrued income 1,664 1,107 1,062 Cash and cash equivalents 52,322 37,092 48,482 –––––––––––– –––––––––––– –––––––––––– 69,149 49,823 57,749 –––––––––––– –––––––––––– –––––––––––– Financial instruments classified as other financial liabilities: Borrowings 739,489 681,979 656,622 Trade payables 23,411 19,890 18,695 Other payables 6,034 4,932 8,481 Accruals 74,175 76,802 76,670 –––––––––––– –––––––––––– –––––––––––– 843,109 783,603 760,468 –––––––––––– –––––––––––– –––––––––––– Financial instruments measured at fair value through consolidated income statement: Derivative financial instruments (liability/(asset)) (65) 2,737 1,085 –––––––––––– –––––––––––– ––––––––––––

Derivative financial instruments – interest rate swaps Welcome Break has taken out interest rate swap agreements terminating in January 2022 to hedge Welcome Break’s exposure to interest rate movements on the new senior loan facility. As at 30 January 2018 the amount of debt covered by the interest rate swaps was £300,000,000 at a fixed interest rate of 1.075 per cent. The fair value of the interest rate swaps at the period end was an asset of £65,000 (2017: £2,737,000 liability and 2016: £1,085,000 liability).

22 Provisions for liabilities Self-insurance costs Total £’000 £’000 At 28 January 2015 1,341 1,341 Charge for the period 546 546 Utilised in the period (608) (608) –––––––––––– –––––––––––– At 26 January 2016 1,279 1,279 Charge for the period 698 698 Utilised in the period (528) (528) –––––––––––– –––––––––––– At 31 January 2017 1,449 1,449 Charge for the period 291 291 Utilised in the period (377) (377) –––––––––––– –––––––––––– At 30 January 2018 1,363 1,363 –––––––––––– ––––––––––––

126 The provision relates to self-insurance costs for accidents and other claims which have been provided against. These have been incurred but not reported or paid as at the balance sheet date and are expected to be utilised within the next 3 years.

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Current 1,281 1,367 1,197 Non-current 82 82 82 –––––––––––– –––––––––––– –––––––––––– 1,363 1,449 1,279 –––––––––––– –––––––––––– ––––––––––––

23 Share capital 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Called up, issued and fully paid 6,502,835 (2017: 6,502,835) “A” ordinary shares of £1.00 each 6,503 6,503 6,503 335,876 (2017: 335,876) “B” ordinary shares of £1.20 each 403 403 403 48,913,631 (2017: 48,913,631) “B” preference shares of £1.00 each 48,914 48,914 48,914 –––––––––––– –––––––––––– –––––––––––– 55,820 55,820 55,820 –––––––––––– –––––––––––– ––––––––––––

The authorised share capital of AGL is unlimited.

The “A” ordinary shares and the “B” ordinary shares rank equally in relation to a winding up, a return of capital on a winding up and on a reduction of capital. The “A” ordinary shares are entitled to receive dividends out of the profits of AGL available for distribution. The “B” ordinary shares have no right of participation in the profits of AGL, including dividends. Every “A” ordinary shareholder has one vote at general meetings for every “A” ordinary share held. The “B” ordinary shareholders have no right to vote at general meetings.

In addition to the above, the “B” ordinary shares are subject to a ratchet, such that their participation may increase and the ratchet will operate on a liquidity event, which is a change of control or listing, or the fifth anniversary (28 March 2013) of the acquisition of Welcome Break Group Holdings Limited. The ratchet mechanism will provide for the required number of “A” ordinary shares to be cancelled.

The preference shares rank equally in relation to a winding up, a return of capital on a winding up and on a reduction of capital with the ordinary shares. The preference shareholders are entitled to receive dividends out of the profits of AGL available for distribution. Every preference shareholder has one vote at general meetings for every preference share held.

24 Reserves

Cash flow hedge reserve This reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments (net of tax) related to floating rate debt which has been swapped into fixed interest using interest rate swaps.

Profit and loss account The profit and loss account represents the accumulated profits, losses and distributions of Welcome Break.

127 25 Notes to the cash flow statement

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Loss for the financial period (36,353) (40,010) (30,201) Adjustments for: Tax on loss on ordinary activities 1,507 (2,655) (2,311) Net interest expense 66,223 83,998 71,104 –––––––––––– –––––––––––– –––––––––––– Operating profit 31,377 41,333 38,592 Depreciation of tangible fixed assets 23,636 21,633 24,206 Loss/(profit) on disposal of fixed assets 2,611 (5) – Additional pension contribution (1,000) (1,000) (1,000) (Decrease)/increase in provisions (86) 170 (62) Increase in stock (1,953) (265) (899) (Increase)/decrease in debtors (11,581) 2,653 (3,670) Increase in creditors 2,274 921 5,040 Corporation tax paid (605) – – Write back of loan – – (125) –––––––––––– –––––––––––– –––––––––––– Cash flow from operating activities 44,673 65,440 62,082 –––––––––––– –––––––––––– ––––––––––––

26 Movements of liabilities within cashflows arising from financial activities and net debt reconciliation Changes in liabilities arising from Cash Bank Finance financing and cash loans leases activities equivalents Net debt £’000 £’000 £’000 £’000 £’000 At 28 January 2015 (586,533) (18,553) (605,086) 35,310 (569,776) Cash flows 17,752 1,820 19,572 13,172 32,744 Other non-cash movement (69,541) (1,567) (71,108) – (71,108) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 26 January 2016 (638,322) (18,300) (656,622) 48,482 (608,140) Cash flows 56,948 1,820 58,768 (11,390) 47,378 Other non-cash movement (82,551) (1,574) (84,125) – (84,125) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 January 2017 (663,925) (18,054) (681,979) 37,092 (644,887) Cash flows 6,790 1,875 8,665 15,230 23,895 Other non-cash movement (64,657) (1,518) (66,175) – (66,175) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 30 January 2018 (721,792) (17,697) (739,489) 52,322 (687,167) –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

128 27 Financial commitments At 30 January 2018, Welcome Break was committed to make payments during the following period under non-cancellable operating leases as follows:

Land and buildings Other 30 January 31 January 26 January 30 January 31 January 26 January 2018 2017 2016 2018 2017 2016 £’000 £’000 £’000 £’000 £’000 £’000 Payments due: Not later than one year 33,434 30,274 27,925 3,335 3,114 3,340 Later than one year and not later than five years 130,065 131,379 123,299 649 1,083 1,693 Later than five years 459,445 503,481 520,994 – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 622,944 665,134 672,218 3,984 4,197 5,033 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Welcome Break leases land and buildings, properties, plant and machinery and fixtures and fittings under operating leases. The leases have various terms escalation clauses and renewal rights.

28 Non-controlling interest Welcome Break has an 8 per cent. non-controlling interest in Motorway Services Limited. The total non- controlling interests of 30 January 2018 is £9,591,000 (2017: £9,692,000 and 2016: £10,382,000).

The profit allocated to the non-controlling interest of this subsidiary in Welcome Break’s financial statements is £437,000 (2017: £560,000 and 2016: £409,000).

The total comprehensive income allocated to the non-controlling interests of this subsidiary in Welcome Break’s financial statements is £437,000 (2017: £560,000 and 2016: £409,000).

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to Welcome Break. The amounts disclosed are before intercompany eliminations.

Motorway Services Limited 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Summarised balance sheet Current assets 88,959 83,961 78,991 Current liabilities (22,431) (16,541) (2,115) –––––––––––– –––––––––––– –––––––––––– Current net assets 66,528 67,420 76,876 Non-current assets 23,332 23,667 22,469 Non-current liabilities (204) (218) (191) –––––––––––– –––––––––––– –––––––––––– Non-current net assets 23,128 23,449 22,278 Net assets 89,656 90,869 99,154 –––––––––––– –––––––––––– –––––––––––– Accumulated NCI 9,591 9,692 10,382 –––––––––––– –––––––––––– ––––––––––––

129 Motorway Services Limited 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Summarised statement of comprehensive income Revenue 109,563 107,518 102,371 Profit for the period 5,243 6,715 4,912 Other comprehensive income – – – –––––––––––– –––––––––––– –––––––––––– Total comprehensive income 5,243 6,715 4,912 –––––––––––– –––––––––––– –––––––––––– Profit and total comprehensive income allocated to NCI 437 560 409 –––––––––––– –––––––––––– –––––––––––– Dividends payable to NCI 538 1,250 – –––––––––––– –––––––––––– –––––––––––– Summarised cash flows Cash flows from operating activities 3,562 2,179 5,177 Cash flows from investing activities (2,314) (2,173) (5,186) Cash flows from financing activities (1,250) – – –––––––––––– –––––––––––– –––––––––––– Net increase/(decrease) in cash and cash equivalents (2) 6 (9) –––––––––––– –––––––––––– ––––––––––––

29 Employee benefit obligations Welcome Break Group Limited is the sponsoring employer and has legal responsibility for the plan. There is no contractual arrangement or stated policy for charging the net defined benefit cost of the plan as a whole to individual Welcome Break entities and therefore Welcome Break has recognised the entire net defined benefit cost and the relevant net defined benefit asset of the scheme in its individual financial statements.

The level of benefits provided from the Plan depend on members’ length of service and their compensation. The defined benefit plan is administered by the Trustees that are legally separate from AGL. Trustees of pension schemes are required by law to act in the best interest of scheme members and are responsible for setting certain policies, such as investment and contribution policies, and governance of the schemes. The Trustees can include representatives of the sponsoring employer and plan participants.

The valuation used has been based on the most recent actuarial valuation at 30 September 2017 and updated to 30 January 2018 by a qualified independent actuary to take account of the requirements of IAS 19.

The plan closed to future accrual for defined benefits on 9 January 2011. As members are no longer accruing further defined benefits, there is no current service costs (2017 and 2016: £nil).

The surplus in the Plan at the balance sheet date is recognised on the basis that future economic benefits would be available to Welcome Break in the form of an eventual cash refund were the pension scheme to be wound up.

Scheme liabilities are estimated using the Projected Unit Credit Method. Under this method each participant’s benefits under the Plan are attributed to years of service, taking into consideration future increases and the Plan’s benefit allocation formula. The scheme liability is the present value of the individuals’ attributed benefits for valuation purposes at the measurement date, and the service cost is the total present value of the individuals’ benefits attributable to service during the year.

Scheme assets are stated at their fair value at the respective balance sheet dates as provide by the plans investment consultants.

Welcome Break also operates a defined contribution plan which receives fixed contributions from Welcome Break. The total pension cost relating to the defined contribution scheme for Welcome Break was £804,000 (2017: £785,000 and 2016: £678,000). At the period end there were unpaid pension contributions of £326,000 (31 January 2017: £86,000 and 2016: £95,000).

130 The following is a summary of Welcome Break’s employee benefit obligations and their related funding status:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Present value of funded obligations (38,942) (43,815) (34,534) Fair value of plan assets 40,826 39,897 34,999 –––––––––––– –––––––––––– –––––––––––– Net pension asset/(liability) 1,884 (3,918) 465 –––––––––––– –––––––––––– –––––––––––– Movement in present value of define benefit obligation: At the beginning of the financial period (43,815) (34,534) (38,432) Interest cost (1,236) (1,298) (1,167) Actuarial gains/(losses) 3,731 (8,781) 3,494 Benefits paid 2,378 798 1,571 –––––––––––– –––––––––––– –––––––––––– At the end of the financial period (38,942) (43,815) (34,534) –––––––––––– –––––––––––– –––––––––––– Movement in fair value of plan assets: At the beginning of the financial period 39,897 34,999 37,443 Interest income on plan assets 1,017 1,269 1,073 Return on plan assets (excluding amounts in interest income) 1,290 3,427 (2,946) Contributions by employer 1,000 1,000 1,000 Benefits paid (2,378) (798) (1,571) –––––––––––– –––––––––––– –––––––––––– At the end of the financial period 40,826 39,897 34,999 –––––––––––– –––––––––––– –––––––––––– Composition of fair value of plan assets: Equity securities 23,890 25,014 23,776 Debt securities 16,197 9,943 8,961 Other 739 4,940 2,262 –––––––––––– –––––––––––– –––––––––––– Total fair value of plan assets 40,826 39,897 34,999 –––––––––––– –––––––––––– –––––––––––– Fair value of plan assets 40,826 39,897 34,999 Present value of plan liabilities (38,942) (43,815) (34,534) –––––––––––– –––––––––––– –––––––––––– Net pension scheme asset/(liability) 1,884 (3,918) 465 –––––––––––– –––––––––––– –––––––––––– The amounts recognised in the statement of comprehensive income are as follows: Net interest cost on net pension asset/liability (219) (29) (94) –––––––––––– –––––––––––– –––––––––––– Analysis of actuarial (losses)/gains recognised in the consolidated statement of comprehensive Income Return on plan assets (excluding amounts in interest income) 1,290 3,427 (2,946) Actuarial (loss)/gain due to experience adjustments 3,014 (840) (330) Actuarial loss due to changes in financial assumptions 230 (8,307) 3,587 Actuarial gain due to changes in demographic assumptions 487 366 237 –––––––––––– –––––––––––– –––––––––––– Total loss recognised in the consolidated statement of comprehensive income 5,021 (5,354) 548 –––––––––––– –––––––––––– ––––––––––––

131 Maturity analysis The expected maturity analysis is set out in the table below: Projected amounts £’000 Expected benefit payments: Financial period 2019 1,031 Financial period 2020 1,043 Financial periods 2021 – 2023 3,199 ––––––––––––

The weighted average duration of the defined benefit obligation at 30 January 2018 is 15 years (2017: 16 years and 2016: 17 years).

Welcome Break has committed to pay a further £1 million payment into the defined benefit scheme in November 18 under the existing pension contribution schedule. The triennial valuation for 30 September 2017 has not been finalised but is expected to be complete by 31 December 2018. A new contribution schedule to eliminate any deficit will be agreed with the pension trustees at the same time.

2018% 2017% 2016% Principal actuarial assumptions at the balance sheet date are as follows: Weighted-average assumptions to determine defined benefit obligation Discount rate 2.70 2.90 3.80 Pensions in payment increase rate 2.20 2.40 2.20 Retail price inflation 3.20 3.40 3.10 –––––––––––– –––––––––––– –––––––––––– Assumed life expectations on retirement at age 65 Retiring today (male member age 65) 23.0 23.1 23.4 Retiring in 20 years (male member age 45 today) 24.4 25.2 25.4 Retiring today (female member age 65) 24.9 24.9 25.4 Retiring in 20 years (female member age 45 today) 26.4 27.1 27.3 –––––––––––– –––––––––––– –––––––––––– Weighted average assumptions to determine cost related to defined benefit plans Discount rate 2.90 3.80 3.10 Pensions in payment increase rate 2.40 2.20 2.00 Retail price inflation 3.40 3.10 2.90 –––––––––––– –––––––––––– ––––––––––––

132 Sensitivity analysis The following table illustrates the key sensitivities to the amounts included in the Consolidated Financial Statements which would arise from adjusting certain key actuarial assumptions. The sensitivity of the defined benefit obligation to changes in actuarial assumptions has been calculated using the projected credit method, which is the same method used to calculate the pension liability in the Consolidated Balance Sheet. The methods and assumptions used in preparing the sensitivity analysis have not changed compared to the prior year. In each case all of the other assumptions remain unchanged:

30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Increase/(decrease) in pension liabilities Change in assumption: Increase discount rate by 0.25% (1,413) (1,848) (1,357) Decrease discount rate by 0.25% 1,507 1,983 1,448 Increase inflation rate by 0.25% 946 1,412 1,089 Decrease inflation rate by 0.25% (916) (1,146) (1,075) Increase in life expectancy by one year 928 952 645 –––––––––––– –––––––––––– ––––––––––––

The sensitivity information shown above has been determined by performing calculations of the liabilities using different assumptions.

Employee benefit plan risks The employee benefit plans expose Welcome Break to a number of risks, the most significant of which are:

Asset volatility: The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets underperform this yield, this will create a deficit. The plans hold a significant proportion of equities which, though expected to outperform corporate bonds in the long-term, create volatility and risk in the short-term. The allocation to equities is monitored to ensure it remains appropriate given the plans’ long-term objectives.

Changes in bond yields: A decrease in corporate bond yields will increase the value placed on the plans’ liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.

Inflation risk: The plans’ benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect against extreme inflation). The majority of the assets are either unaffected by or only loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit.

Life expectancy: The majority of the plans’ obligations are to provide benefits based on the life of the member, so increases in life expectancy will result in an increase in the liabilities.

133 30 Principal subsidiaries A listing of the principal subsidiaries is set out below. All subsidiaries are incorporated in the United Kingdom.

Principal % of shares activity held

Direct subsidiary undertaking Appia Europe Limited Holding Company 100 Indirect subsidiary undertakings Welcome Break Holdings Limited Holding Company 100 Welcome Break Holdings (2) Limited Holding Company 100 Welcome Break Finance (2) Limited Dormant 100 Welcome Break Finance (3) Limited Dormant 100 Welcome Break Services Limited Hospitality 100 Welcome Break No. 2 Limited Dormant 100 Welcome Break No. 1 Limited Dormant 100 Welcome Break Holdings (1) Limited Holding Company 100 Welcome Break Group Limited Hospitality 100 Welcome Break Limited Hospitality 100 Motorway Services Limited Hospitality 92 Welcome Break KFC Limited Dormant 100 Welcome Break Coffee Primo Limited Dormant 100 Welcome Break KFC Starbucks Limited Dormant 100 Welcome Break Birchanger Limited Dormant 100 Welcome Break Burger King Limited Dormant 100 Welcome Break Waitrose Limited Dormant 100 Welcome Break McDonald’s Limited Dormant 100 Coffee Primo Burger King Limited Dormant 100 Welcome Break Waitrose KFC Limited Dormant 100 Welcome Break Starbucks Waitrose KFC Limited Dormant 100 Welcome Break Starbucks Burger King Limited Dormant 100 Welcome Break Starbucks McDonald’s Limited Dormant 100 Welcome Break Starbucks Waitrose Burger King Limited Dormant 100 Starbucks Coffee Burger King Limited Dormant 100 Starbucks Coffee KFC Limited Dormant 100 Starbucks Coffee McDonald’s Limited Dormant 100 Starbucks Coffee Waitrose Limited Dormant 100 Starbucks Coffee Waitrose KFC Limited Dormant 100 Starbucks Coffee McDonald’s Waitrose Limited Dormant 100 Partnership Welcome Break Gretna Green Partnership Hospitality 100 ––––––––––––

All the above trading entities are operators of motorway service areas.

The registered office for all of the subsidiaries above including the branches of the Cayman Island incorporated branches is 2 Vantage Court, Tickford Street, Newport Pagnell, Buckinghamshire MK 16 9EZ.

31 Business combination On 16 September 2017, Welcome Break acquired two Starbucks units from Starbucks Coffee Company (UK) Limited for a consideration of £3,787,000. This included assets with a carrying value and fair value of £516,000. Goodwill of £3,271,000 arose on the transaction and represents the excess of the consideration over the fair value of the assets and liabilities. Goodwill comprises the benefit of ongoing trade of an existing running business.

No contingent liabilities were recognised on the acquisitions completed during the year.

From the date of opening on 29 November 2017 to the year-end date the two unit generated revenue of £482,000 and gross profit less wages of £173,000.

134 32 Related party disclosures The principal related party relationships requiring disclosure under IAS 24 – Related party disclosures pertain to the existence of subsidiaries and associates and transactions with these entities entered into by Welcome Break and the identification and compensation of key management personnel as addressed in greater detail below.

Transactions with subsidiaries A listing of the principal subsidiaries is provided on page 134 of this document.

Sales to and purchases from, together with the outstanding payables and receivables to and from subsidiaries are eliminated in the preparation of the consolidated financial information in accordance with IFRS 10, Consolidated Financial Statements.

Transactions with other related parties

January 2018 During the period interest of £410,079 (2017: £nil) was paid on the senior facility and £302,203 (2017: £nil) on the junior facility to ING Bank N.V., who indirectly held 30 per cent. (2017: 30 per cent.) shareholding in AGL. From 23 May 2017 ING Bank N.V. was no longer a related party.

January 2017 As part of the refinancing, ING Bank N.V., who indirectly had a 30 per cent. (2016: 30 per cent.) shareholding in AGL, was a party to the new senior loan agreement and the new junior loan agreement entered into with Welcome Break Group Limited and Welcome Break No. 1 Limited respectively on 30 January 2017. During the year capital of £40,255,000 was repaid to ING Bank N.V. under the old senior facility together with interest of £2,123,000.

The balance at 31 January 2017 due to ING Bank N.V. was £48,529,000 under the new senior facility and £15,000,000 under the new junior facility.

January 2016 ING Bank N.V., were party to the old senior loan agreement entered into with Welcome Break Group Limited on 17 January 2013. During the year £745,000 was repaid to ING Bank N.V. In addition, £672,000 was borrowed from ING Bank N.V. as part of the syndicated capital facility. The balance at 26 January 2016 due to ING Bank N.V. was £40,374,000 (2015: 42,469,000).

During the year £1,055,000 fixed rate loan notes held by two Directors, issued by Welcome Break on 19 March 2014, were redeemed for a payment of £500,000 (2015: £500,000). £711,000 (2015: £419,000) of principal and interest have been written back to operating profit.

Transactions with key management personnel 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 directly and controlling the activities of AGL) comprises the board of directors and secretary who manage the business and affairs of AGL.

52 weeks 53 weeks 52 weeks ended ended ended 30 January 31 January 26 January 2018 2017 2016 £’000 £’000 £’000 Shot-term employee benefits 4,427 4,026 4,150 Post-employment benefits 7 5 – –––––––––––– –––––––––––– –––––––––––– 4,434 4,031 4,150 –––––––––––– –––––––––––– ––––––––––––

135 Ten of the key management team received amounts totalling £9,508,000 in the period to 30 January 2018 (2017 and 2016: £nil) under long term incentive plans.

33 Events after the balance sheet date On 2 August, Applegreen plc announced that it had entered into contracts to acquire a majority holding in Welcome Break by the acquisition of shares in Appia Group Limited and unsecured subordinated Eurobond fixed rate notes issued by Appia Group Limited. The transaction constitutes a reverse takeover and is subject to Applegreen plc shareholder approval.

34 Ultimate controlling company During the period ended 31 January 2017 and up until 23 May 2017 Appia Group Limited, the ultimate parent company, was owned by a consortium of infrastructure investors and the holdings of the consortium were: NIBC European Infrastructure Fund 55 per cent. (2017 and 2016: 55 per cent.); ING European Infrastructure Fund 30 per cent. (2017 and 2016: 30 per cent.) and Challenger Life 15 per cent. (2017 and 2016: 15 per cent.).

On 23 May 2017 ING European Infrastructure Fund and Challenger Life sold their shareholding to Pansy S.a.r.l. and subsequently on 29 September 2017 Pansy S.a.r.l. transferred its holding to Welcome Break Investors LP. From this date the holdings of the consortium are: NIBC European Infrastructure Fund 55 per cent. (2017 and 2016: 55 per cent.) and Welcome Break Investors LP 45 per cent. There is no single ultimate parent undertaking or controlling party of Appia Group Limited.

136 PART 7:

UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP

The unaudited pro forma statement of net assets and the unaudited pro forma income statement (together, the “Unaudited Pro Forma Financial Information for the Enlarged Group”) set out in this Part 7 (Unaudited Pro Forma Financial Information) of this Document have been prepared on the basis set out in the notes below to illustrate the effect of the acquisition on Applegreen’s net assets, as if the event had taken place as of 31 December 2017 and on the income statement of Applegreen for the year ended 31 December 2017 as if the event had taken place on 1 January 2017.

The Unaudited Pro Forma Financial Information for the Enlarged Group has been prepared for illustrative purposes only and by its nature addresses a hypothetical situation and, therefore, does not represent the Enlarged Group’s actual financial position or results.

The Unaudited Pro Forma Financial Information for the Enlarged Group does not constitute financial statements. Shareholders should read the whole of this Document and not rely solely on the financial information contained in this Part 7 (Unaudited Pro Forma Financial Information for the Enlarged Group). The financial information contained in this Part VII has been prepared using Applegreen’s accounting policies from the annual report and accounts for the year ended 31 December 2017.

The Unaudited Pro Forma Financial Information for the Enlarged Group does not purport to represent what the Enlarged Group’s financial position or results actually would have been if the Transaction had been completed on the dates indicated nor do they purport to represent the financial condition at any future date. In addition to the matters noted above, the Unaudited Pro Forma Financial Information for the Enlarged Group does not reflect the effect of any anticipated synergies and efficiencies associated with the Transaction.

137 Unaudited pro-forma financial information

Pro-forma Applegreen Welcome Enlarged Group Break Group Group Year to 31 52 weeks to Pro-forma adjustments Year to 31 December 30 January Impact Acquisition December 2017 2018 of funding Adjustments 2017 Note 1 Note 2 Note 3 Note 4 Income Statement €’000 €’000 €’000 €’000 €’000 Revenue 1,428,116 821,382 – – 2,249,498 Cost of sales (1,246,395) (643,098) – – (1,889,493) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Gross profit 181,721 178,284 – – 360,005

Selling and distribution costs (130,301) – – – (130,301) Administration expenses (30,543) (149,965) – (5,308) (185,816) Other income 2,164 7,473 – – 9,637 Finance costs (1,494) (75,620) (8,770) 39,333 (46,551) Finance income 420 80 – – 500 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Profit/(loss) before income tax 21,967 (39,748) (8,770) 34,025 7,474 Income tax expense (3,311) (1,719) 958 663 (3,409) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Profit/(loss) for the financial year 18,656 (41,467) (7,812) 34,688 4,065 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Profit/(loss) attributable to: Non-controlling interests – 499 – (783) (284) Owners of the parent company 18,656 (41,966) (7,812) 35,471 4,349 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Profit/(loss) for the financial year 18,656 (41,467) (7,812) 34,688 4,065 ––––––––––– ––––––––––– ––––––––––– –––––––––––––––––––––– –––––––––––

Reconciliation of profit before income tax to earnings before interest, tax, depreciation and amortisation (EBITDA), share based payments and other non-recurring charges (Adjusted EBITDA)

Pro-forma Applegreen Welcome Enlarged Group Break Group Group Year to 31 52 weeks to Pro-forma adjustments Year to 31 December 30 January Impact Acquisition December 2017 2018 of funding Adjustments 2017 Note 1 Note 2 Note 3 Note 4 €’000 €’000 €’000 €’000 €’000 Profit/(loss) before income tax 21,967 (39,748) (8,770) 34,025 7,474 Depreciation 13,661 26,961 – – 40,622 Amortisation 442 – – – 442 Net finance cost 1,074 75,539 8,770 (39,333) 46,050 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– EBITDA 37,144 62,752 – (5,308) 94,588

Share based payments 1,630 – – – 1,630 Non-recurring items 1,005 12,083 – 5,308 18,396 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Adjusted EBITDA 39,779 74,835 – – 114,614 ––––––––––– ––––––––––– ––––––––––– –––––––––––––––––––––– –––––––––––

138 Non-recurring items are made up of the following:

Applegreen Welcome Group Break Group Year to 31 52 weeks to December 30 January 2017 2018 €’000 €’000 Acquisition costs on business combinations 1,933 – Gain on bargain purchase (928) – Operational restructuring and compliance – 681 Refinancing and restructuring costs – 8,440 Loss on disposal of tangible assets – 3,015 Net dilapidation costs – 825 Net 2010 business rate revaluations – (878) ––––––––––– ––––––––––– 1,005 12,083 ––––––––––– –––––––––––

Note 1 The income statement of Applegreen Group has been extracted without adjustment from the audited published financial statements for the year ended 31 December 2017. Note 2 The income statement of Welcome Break Group for the 52 week period ended 30 January 2018 been extracted without material adjustment from the Welcome Break Historical Financial Information set out in Part 6, converted to Euro using a Euro/GBP of 0.87667 being the average rate applied in the Applegreen Group financial statements for the year ended 31 December 2017. Note 3 This adjustment relates to the incremental interest cost and related tax benefit of additional borrowings incurred as a part of the funding of the transaction. Applegreen plc claim an Irish tax deduction on its interest on a paid basis. No carry forward of unused amounts is allowed. Therefore, it has been assumed that the Irish entities will have sufficient taxable income to utilise the full interest relief available. Note 4 The adjustments relate to: • Business combination transaction costs o Transaction costs of €5.3 million relating to the Welcome Break acquisition are expensed in the income statement with the corresponding tax impact of €0.7 million also reflected. • Interest on Eurobonds o The Eurobonds are unsecured loans that are required to be held by the shareholders in Welcome Break in the same proportion to their respective shareholdings in the Welcome Break Group. The Eurobonds are subordinated instruments, which carry an interest rate of 14 per cent. per annum. For the 52 weeks to 30 January 2018, the Eurobond interest amounted to €43.9 million of the Welcome Break Group’s aggregate net finance cost of €75.5 million. Each noteholder has agreed to convert £151.7 million in total of Eurobonds, out of the total £301.7 million that existed on 31 January 2018, into equity once the AIP Agreement has been implemented to optimise interest deductibility for the Enlarged Group; o Interest saving of €23.8 million on the conversion of a portion of the existing Eurobonds into equity in Welcome Break Group; and o €11.9 million of consolidation adjustment to add back the proportion of Eurobonds interest held by Applegreen resulting in a total Eurobond interest saving of €35.7 million. • The interest saving and associated break fees totalling €3.6 million associated with the early repayment of Welcome Break Group junior debt. • The recognition of minority interest of €20.7 million based on 49.99 per cent. of the loss in the Welcome Break Group following the transaction plus €17.8 million of interest saving on Eurobonds attributable to minority interests plus €1.8 million saving on interest cost relating to the early repayment of Welcome Break Group junior debt and net of deal costs.

139 Pro-forma Applegreen Welcome Enlarged Group Break Group Group As at 31 As at Pro-forma adjustments As at 31 December 30 January Impact Acquisition December 2017 2018 of funding Adjustments 2017 Note 1 Note 2 Note 3 Note 4 Statement of Financial Position €'000 €'000 €'000 €'000 €'000 Assets Non-current assets Intangible assets 16,150 183,538 – 374,387 574,075 Property plant and equipment 299,574 254,869 – – 554,443 Investment in joint venture 1,000 – – – 1,000 Derivative financial instruments – 73 – – 73 Employee benefit obligations – 2,123 – – 2,123 Trade and other receivables 422 – – – 422 Deferred income tax asset 5,718 – – – 5,718 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 322,864 440,603 – 374,387 1,137,854 Current assets Inventories 35,228 12,219 – – 47,447 Trade and other receivables 23,171 30,461 – – 53,632 Current income tax receivables 88 – – – 88 Cash and cash equivalents 57,482 58,972 303,651 (310,932) 109,173 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 115,969 101,652 303,651 (310,932) 210,340 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Total assets 438,833 542,255 303,651 63,455 1,348,194 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Equity and liabilities Equity attributable to owners of the parent Issued share capital 916 65,197 304 (65,197) 1,220 Share premium 190,464 – 174,696 – 365,160 Capital contribution 512 – – – 512 Merger reserve (65,537) – – – (65,537) Currency translation reserve (6,818) 14,899 – (14,899) (6,818) Share based payments reserve 8,181 – – – 8,181 Retained earnings 53,591 (513,332) (6,519) 507,149 40,889 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Equity attributable to owners of the parent 181,309 (433,236) 168,481 427,053 343,607 Non-controlling interests – 10,810 – (21,076) (10,266) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Total equity 181,309 (422,426) 168,481 405,977 333,341

Non-current liabilities Trade and other payables 5,534 73,505 – – 79,039 Borrowings 63,132 827,222 138,990 (342,522) 686,822 Deferred Income tax liabilities 7,854 2,356 – – 10,210 Provision for liabilities – 92 – – 92 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 76,520 903,175 138,990 (342,522) 776,163 Current liabilities Trade and other payables 174,901 53,677 – – 228,578 Borrowings 4,545 6,259 (3,820) – 6,984 Current income tax liabilities 1,558 126 – – 1,684 Provision for liabilities – 1,444 – – 1,444 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– 181,004 61,506 (3,820) – 238,690 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Total liabilities 257,524 964,681 135,170 (342,522) 1,014,853 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– Total equity and liabilities 438,833 542,255 303,651 63,455 1,348,194 ––––––––––– ––––––––––– ––––––––––– –––––––––––––––––––––– ––––––––––– Note 1: The statement of financial position of Applegreen Group have been extracted without adjustment from the audited published financial statements for the year ended 31 December 2017. Note 2: The statement of financial position of Welcome Break Group as at 31 January 2018 have been extracted from the Welcome Break Historical Financial Information set out in Part 6, converted to Euro using a Euro/GBP exchange rate of 0.88723 being the closing rate applied in the Applegreen Group financial statements for the year ended 31 December 2017.

140 Note 3: The adjustments relate to the expected fundraising associated with the transaction as follows: – the drawdown of the new Applegreen Group debt facility of €207.0 million (before related fees – and costs) and repayment of the existing debt facility of €64.0 million; – an equity fundraising of €175.0 million, gross of fees and costs; and – costs associated with the debt and equity fundraising, net of tax. Note 4: The adjustments relate to the acquisition of Welcome Break Group through the following steps: Conversion of Elimination of AG asset AIP cash Repayment shareholders pre-acquisition Acquisition of WB Sale to AIP transfer to WB injection of junior debt loans reserves Step 4.1 Step 4.2 Step 4.3 Step 4.4 Step 4.5 Step 4.6 Step 4.7 Total Statement of Financial Position €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000 Assets: Intangibles (Goodwill) 360,464 (56,530) 67,613 – – (170,051) 172,891 374,387 Cash and cash equivalents (365,772) 56,530 – 87,522 (89,212) – – (310,932) ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– (5,308) – 67,613 87,522 (89,212) (170,051) 172,891 63,455 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– Equity and liabilities: 141 Equity (5,308) – – 87,522 (874) – 345,713 427,053 Non-controlling interest – – 67,613 – (875) 85,008 (172,822) (21,076) Borrowings – – – – (87,463) (255,059) – (342,522) ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– (5,308) – 67,613 87,522 (89,212) (170,051) 172,891 63,455 ––––––––– –––––––––––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– 4.1. The up front acquisition cost of €360.5 million, being the total cash consideration of €361.8 million less agreed adjustments for leakage and interest between signing and closing, for the NIBC 55.02 per cent. interest in Welcome Break Group along with related transaction costs of €5.3 million. 4.2. The AIP sale proceeds of €56.5 million provided for under the AIP Agreement; 4.3. The transfer of Applegreen UK Business Transfer Assets to Welcome Break Group at an estimated valuation of £120 million (€135.3 million). As this is an intergroup transaction, all except the non-controlling interest eliminates on consolidation. Therefore, €67.6 million (being 49.99 per cent.) is being recorded on this transfer; 4.4. The expected contribution of the AIP additional equity investment; 4.5. The intended repayment (subject to approval of the Welcome Break Group lenders) of €87.5 million of junior debt within the Welcome Break Group along with the related debt break fees of 2 per cent. have been assumed and the related tax impact; 4.6. The conversion of a portion of the existing shareholder loans (Eurobonds) into equity in Welcome Break Group to optimise interest deductibility for the Enlarged Group; and 4.7. The elimination of pre-acquisition reserves. No fair value assessment has been carried out in relation to assets and liabilities acquired as part of the Welcome Break Group. All purchase consideration in excess of the Welcome Break Group net assets has therefore been recorded as Goodwill. After completion, but ahead of 31 December 2018, the Board will be required to undertake a fair value exercise of the identifiable assets and liabilities of the acquired business to assess the purchase price for accounting purposes. This fair value exercise may result in adjustments to the carrying value of the Enlarged Group’s statement of financial position items. PART 8:

TAXATION

The statements of Irish and United Kingdom tax laws set out below are based on existing Irish and United Kingdom 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 Where an Irish company makes a dividend distribution, it is obliged under Irish law to withhold tax at the standard rate of income tax (currently 20 per cent.) on such dividend payments. However, under current Irish legislation, there are a number of exemptions whereby dividends paid to certain categories of shareholders can be made free from Dividend Withholding Tax (“DWT”), subject to the relevant declarations being in place.

The categories of shareholders who may receive dividend payment free from Irish withholding tax include: l Irish resident companies; l Irish pension schemes; l Irish charities approved by the Irish Revenue Commissioners; l Bodies established and existing for the sole purpose of promoting athletic or amateur games or sports; l Collective investment undertakings; l Qualifying Employee Share Ownership Trusts (“ESOTs”); l Irish exempt unit trusts; l Certain government agencies and funds as specified by a Minister of the Irish Government; l Permanently incapacitated individuals who are exempt from income tax: o On income from the investment of compensation for personal injury claims; o On payments received from a qualifying trust, for income arising from the investment of these payments; l Certain intermediaries; l Individuals who are neither resident nor ordinarily resident in Ireland and are resident in another EU Member State or in a country with which Ireland has a Double Taxation Agreement (“DTA”);

142 l Companies resident in an EU Member State or country with which Ireland has a DTA, that are not controlled, directly or indirectly, by Irish residents; l Companies not resident in Ireland that are controlled by persons resident in an EU Member State or country with which Ireland has a DTA; l Companies not resident in Ireland whose principal class of shares is substantially and regularly traded on: o a stock exchange in Ireland; o a recognised stock exchange in an EU member state or a country with which Ireland has a DTA; o such other stock exchange as may be approved by the Minister for Finance. l Companies not resident in Ireland who are a 75 per cent. subsidiary of another company and the principal class of share of the parent company is substantially and regularly traded on either: o a stock exchange in Ireland; o a recognised stock exchange in an EU member state or a country with which Ireland has a DTA; o such other stock exchange as may be approved by the Minister for Finance. l Companies not resident in Ireland, that are wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies are substantially and regularly traded on: o a stock exchange in Ireland; o a recognised stock exchange in an EU member state or a country with which Ireland has a DTA; o such other stock exchange as may be approved by the Minister for Finance.

Irish taxation of Shareholders who are Irish resident and/or ordinary resident individuals Subject to certain limited exceptions, the Company is required to withhold tax at the standard rate of income tax (currently 20 per cent.) on dividends paid to Irish resident and/or ordinary 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.

Irish resident and/or ordinary resident individual Shareholders in the Company will be liable to Irish Income Tax, Pay Related Social Insurance (“PRSI”) and Universal Social Charge (“USC”) on dividends received from the Company. The rate of tax which will apply to the dividend will depending on the individual’s personal circumstances and other income. A credit is available against the individual’s income tax liability for any DWT which has been deducted.

Irish resident and/or ordinary resident individual Shareholders will be liable to Capital Gains Tax (“CGT”) (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) Where a dividend is paid to an Irish resident company, the dividend income should be treated as Franked Investment Income (“FII”) and should not be subject to corporation tax in Ireland. Additionally, where the relevant declaration is in place, no DWT should be withheld by the company when paying the dividend to the shareholder.

Where the relevant declaration is not in place at the time of making the distribution, and DWT is withheld on the dividend payment, the Irish resident company should be entitled to claim a credit for the amount of the DWT withheld against their corporation tax liability in the period in which the dividend is paid.

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

143 On a disposal of the shares in the Company, Irish resident corporate shareholders will be subject to corporation tax on capital gains (currently 33 per cent.) on any gains realised on the disposal of the shares. However, subject to the circumstances of the corporate shareholder, they may be in a position to avail of an exemption from corporation tax on capital gains.

Irish taxation of certain other Irish resident Shareholders Where a dividend is paid by the Company to certain other Irish resident Shareholders including pension schemes, collective investment undertakings and charities, subject to the relevant declarations being in place, DWT should not be withheld on the dividend payment.

Where the relevant declaration is not in place and DWT is withheld on the dividend payment to the shareholder, it should be possible for the shareholder to offset the DWT 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.

CGT (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 Current Irish legislation provides that where a non-resident shareholder is beneficially entitled to a dividend and is either: l a person (not being a company) resident for tax purposes in an EU member state or a country with which Ireland has a DTA and is neither resident nor ordinarily resident in Ireland; l a company, which is not resident in the state, and is resident for tax purposes in an EU member state or a country with which Ireland has a DTA, provided such company is not under the control, whether directly or indirectly, of Irish residents; l a company, which is not resident in the state, and is controlled, directly or indirectly, by persons resident in an EU member state or a country with which Ireland has a DTA; l a company not resident in the state whose principal class of shares is substantially and regularly traded on: o a stock exchange in the state; o a recognised stock exchange in an EU member state or a country with which Ireland has a DTA; o such other stock exchange as may be approved by the Minister for Finance. l a company not resident in the state who is a 75 per cent. subsidiary of another company and the principal class of share of the parent company is substantially and regularly traded on either: o a stock exchange in the state; o a recognised stock exchange in an EU member state or a country with which Ireland has a DTA; o such other stock exchange as may be approved by the Minister for Finance. l 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: o a stock exchange in the state; o a recognised stock exchange in an EU member state or a country with which Ireland has a DTA; o such other stock exchange as may be approved by the Minister for Finance.

In all cases noted above, where the Company has received the relevant declaration from the shareholder prior to the payment of the dividend, no DWT should be withheld on the payment of the dividend.

144 Non Irish residents will not be liable to CGT 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.

Where the Company makes a dividend distribution to a non-resident individual or company, other than those listed above, the Company is required to deduct DWT at the standard rate of 20 per cent. and no further Irish tax should be applicable to dividends received by such Shareholders.

Irish Capital Acquisitions Tax Capital Acquisitions Tax (“CAT”) is an Irish tax on gifts and inheritances. A gift or inheritance is within the charge to Irish CAT if: l The disponer is Irish resident or ordinary resident in Ireland in the year the gift or inheritance is made; or l The recipient of the gift/inheritance is resident in Ireland in the year in which they receive the gift/inheritance; or l If the gift/inheritance is an Irish situate asset.

As the Company is an Irish company, the shares of the company are deemed to be an Irish situate asset and therefore CAT may arise on receipt of a gift or inheritance of the shares in the Company. The current rate of CAT is 33 per cent..

There are a number of lifetime tax free thresholds which may apply on the gift or inheritance of shares in the Company. Shareholders should consult their tax advisers with respect to the CAT implications of any proposed gift or inheritance of shares in the Company.

Stamp Duty Under current law, no stamp duty or SDRT will be payable on the issue of Ordinary Shares pursuant to the Placing and neither stamp duty nor SDRT will apply to trades in Ordinary Shares made on a recognised growth market, such as ESM or AIM.

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 DWT provided the shareholder makes the appropriate declaration referred to above, otherwise a 20 per cent.DWT 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 tax-free annual allowance for dividend income of £2,000 (the dividend allowance) to the extent that this is not otherwise utilised against other dividend income.

145 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, in excess of £2,000, at the rate of (currently) 7.5 per cent. (the dividend ordinary rate),

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 in excess of £2,000 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).

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 in excess of £2,000 at the rate of (currently) 38.1 per cent. (the dividend additional rate).

A UK tax 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 a UK resident individual Shareholder is regarded as a ‘‘long-term’’ resident (i.e. resident in the UK for seven of the last nine tax years) he / she 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 £60,000 for those who have been UK resident for at least 12 of the previous 14 years).

A UK resident corporate Shareholder will have to pay UK corporation tax on dividends received (currently 19 per cent) unless the dividend falls within one of the exempt classes set out in Part 9A CTA 2009. While the exempt classes are widely drafted, they are also subject to anti-avoidance rules and 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 £11,700 for the tax year 2018/2019. Capital gains tax chargeable on aggregate gains during the tax year 2018/2019 after the annual exemption will be at the current rate of 10 per cent. (for basic rate taxpayers) and 20 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. New rules are due to be introduced from 1 April 2019 for non-UK resident corporate Shareholders and 6 April 2019 for non-UK resident individual Shareholders which could mean that they are subject to UK tax on a gain arising on a disposal of Ordinary Shares where the Company derives 75 per cent. of more of its value from land situated in the UK. These rules are complex and have not currently been enacted. As such, specific tax advice should be sought in this situation when completing a UK tax return.

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 to corporation tax at the current rate of 19 per cent. The 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). However due to the removal of the indexation allowance with effect from 1 January 2018, this will mean that when a company makes a chargeable gain on or after 1 January 2018, the indexation allowance that is applied in order to determine the amount of the chargeable gain will be calculated up to 31 December 2017.

146 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.

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.

147 PART 9:

ADDITIONAL INFORMATION

1. RESPONSIBILITY The Company and the Directors, whose names and functions appear on page 9 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, D12 F2V3, 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 per cent. Operation of service stations Petrogas Holdings Limited 100 per cent. Holding company Petrogas International Limited 100 per cent. Not operating Petrogas Brands Limited 100 per cent. Licencing of intellectual property Petrogas Facilities Limited 100 per cent. Holding company Applegreen Service Areas Limited 100 per cent. Operation of service stations Applegreen BK Limited 100 per cent. Franchise holder Applegreen Cafe Limited 100 per cent. Franchise holder Yerba 2 Limited 100 per cent. In liquidation Applegreen Finance (Ireland) DAC 100 per cent. Treasury management services

148 Subsidiary companies (outside Republic of Ireland) Place of Name Holding Principal Activity Incorporation Petrogas Group UK Limited 100 per cent. Operation of service stations United Kingdom Petrogas Group NI Limited 100 per cent. Operation of service stations United Kingdom Applegreen Service Areas NI Limited 100 per cent. Operation of service stations United Kingdom Petrogas Group (Western) Limited 100 per cent. Operation of service stations United Kingdom Applegreen BK (NI) Limited 100 per cent. Franchise holder United Kingdom BMC Petroleum Limited 100 per cent. Dormant company United Kingdom MCM Forecourts Limited 100 per cent. Dormant company United Kingdom Wyboston Service Station Limited 100 per cent. Dormant company United Kingdom Cromwell Service Station Limited 100 per cent. Dormant company United Kingdom Muskham Services Limited 100 per cent. Dormant company United Kingdom Casterton Hill Service Station Limited 100 per cent. Dormant company United Kingdom MCM Sandwiches Limited 100 per cent. Dormant company United Kingdom Petrogas Services B.V. 100 per cent. Licensing of intellectual property Netherlands Petrogas Group US Inc 100 per cent. Operation of service stations United States Petrogas Group New England Inc 100 per cent. Operation of service stations United States Petrogas Group South Carolina, LLC 100 per cent. Operation of service stations United States Petrogas Group South Carolina 100 per cent. Franchise holder United States (SUB), LLC Petrogas Group South Carolina 100 per cent. Franchise holder United States (FTG), LLC Applegreen Florida, LLC 100 per cent. Operation of service stations United States Applegreen Florida (Sub), LLC 100 per cent. Franchise holder (not yet trading) United States PGNE (FTG) LLC 100 per cent. Franchise holder United States

Associate company (Republic of Ireland) Name Holding Principal Activity Superstop (Holdings) Limited 50 per cent. 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 28,782,895 New Ordinary Shares are issued pursuant to the Placing) is as follows:

Nominal Issued Authorised Value and Paid Nominal Value Number per Share Up Number Aggregate At latest Practicable Date: Ordinary Shares 1,000,000,000 €0.01 91,713,158 €917,131.58 After Admission: Ordinary Shares 1,000,000,000 €0.01 120,496,053 €1,204,961

149 Between 1 January 2015 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 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.

On Admission, the authorised share capital of the Company will be €10,000,000 divided into 1,000,000,000 Ordinary Shares.

Issued Share Capital (b) 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.

(c) 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 were transferred back to B&J Holdings Limited following the IPO.

(d) During 2015, 1,200,000 Ordinary Shares were issued to certain employees of the Group pursuant to the terms of the 2014 Share Option Scheme.

(e) On 19 June 2015, 18,421,053 Ordinary Shares were issued as part of the IPO.

(f) During 2016, 850,000 Ordinary Shares were issued to certain employees of the Group pursuant to the terms of the 2014 Share Option Scheme.

(g) On 1 January 2017, the Company had 80,471,053 Ordinary Shares in issue.

(h) During 2017, 3,005,000 Ordinary Shares were issued to certain employees of the Group pursuant to the terms of the 2014 Share Option Scheme.

(i) On 5 October 2017, 8,082,105 Ordinary Shares were issued pursuant to an accelerated bookbuild placing by the Company.

(j) On 31 December 2017, the Company had 91,558,158 Ordinary Shares in issue.

(k) During 2018, up to the Latest Practicable Date, 155,000 Ordinary Shares have been issued to certain employees of the Group pursuant to the terms of the 2014 Share Option Scheme.

(l) At close of business on the Latest Practicable Date, the Company had 91,713,158 Ordinary Shares in issue.

(m) At close of business on the Latest Practicable Date, B&J Holdings Limited was the beneficial owner of 52.49 per cent. of the issued share capital of the Company, being 48,136,842 Ordinary Shares.

On Admission, 28,782,895 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 and the New Ordinary Shares) will be 120,496,053 Ordinary Shares.

150 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 controlled by them.

4.3 Save as disclosed in paragraphs 7.2, 7.3, 12 and 13 of this Part 9 (Additional Information), no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option.

4.4 Save for the issue of the New Ordinary Shares pursuant to the Placing, and other than as set out in paragraphs 7.2, 7.3 and 12 of this Part 9 (Additional Information), 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.

4.5 Save as otherwise disclosed in this Document, no person has any acquisition right over, and the Company has incurred no obligation over, the 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.

4.6 Certain of the Existing Ordinary Shares were created under the Irish Companies Acts 1963-2013 and certain of the Existing Ordinary Shares were created under the Companies Act. The New Ordinary Shares will be created under the Companies Act. The Ordinary Shares are freely transferrable and the rights and restrictions attaching to the Ordinary Shares are set out in paragraph 5 of this Part 9 (Additional Information). The Company’s ISIN in respect of its securities is IE00BXC8D038.

4.7 The New Ordinary Shares will be authorised and allotted pursuant to the resolutions, described in the EGM Notice, being passed by the Shareholders and pursuant to the authorities granted by the Shareholders at the Company’s 2018 Annual General Meeting.

5. MEMORANDUM AND ARTICLES OF ASSOCIATION 5.1 The following is a summary of the Memorandum and Articles of Association of the Company which are in effect at the date of this Document. 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 contain the following provisions:

(a) 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.

151 (b) 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 must 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.

(c) 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.

(d) 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.

152 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: (i) 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); (ii) the instrument of transfer is in respect of one class of share only; (iii) the instrument of transfer is in favour of not more than four transferees; (iv) the instrument of transfer is lodged at the registered office of Company or at such place as the Directors may appoint; (v) 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 (vi) 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.

(e) 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.

153 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: (i) at least three dividends have become payable on the shares; (ii) no cheques and warrants which have been sent to such holder or person so entitled by transmission have been cashed; (iii) 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; (iv) 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 (v) the relevant stock exchange has been notified of the proposed sale.

(f) 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 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.

(g) 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.

(h) 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.

154 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 Shareholders present (in person or by proxy) holding shares in the Company conferring 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 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 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 meeting. 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.

(i) 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.

155 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 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 notice of that person in respect of his willingness to be appointed not less than 7 nor more than 30 clear days before the date appointed for the 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.

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 re-join 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

156 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: (i) 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; (ii) 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; (iii) 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; (iv) 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; (v) 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; (vi) 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 (vii) 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.

157 Power to Delegate 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. 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.

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.

(j) 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.

(k) 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. The 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 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.

158 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 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. ADMISSION AND SETTLEMENT The Transaction constitutes a reverse takeover under the AIM and ESM Rules and is therefore conditional upon on the approval of the Shareholders at the EGM. The Existing Ordinary Shares will recommence trading on AIM and ESM on publication of this Document. Application will be made to the London Stock Exchange and Euronext Dublin for the Enlarged Share Capital to be admitted to trading on AIM and ESM respectively. It is expected that, subject to the passing of the resolutions set out in the EGM Notice, Admission will take place, and that dealings in the Enlarged Share Capital on AIM and ESM will commence at 8.00 a.m. on 25 October 2018.

The Ordinary Shares are eligible for CREST settlement. Accordingly, settlement of transactions in Ordinary Shares (including the New Ordinary Shares) following Admission may take place within the CREST system if the relevant Shareholder so wishes.

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.

CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

159 7. DIRECTORS’ AND OTHER INTERESTS 7.1 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 28,782,895 New Ordinary Shares are issued pursuant to the Placing) are as follows: Percentage Number of of issued Ordinary share capital Ordinary Shares in as at the Shares in Percentage which an Latest which an of Enlarged interest is Practicable interest is Share Capital held at the Date in which held in which Latest Practicable an interest following interest Name Date is held Admission is held B&J Holdings Limited 48,136,842(1) 52.49 49,781,579(2) 41.31 per cent. Niall Dolan(3) 0 0 0 0 Daniel Kitchen 26,316 0.03 40,132 0.03 per cent. Howard Millar 26,316 0.03 42,763 0.04 per cent. Martin Southgate 26,316 0.03 46,316 0.04 per cent. Brian Geraghty 0 0 16,447 0.01 per cent.

Notes: (1) B&J Holdings Limited is controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 12,034,210 Ordinary Shares and Bob Etchingham has an interest in 36,102,632 Ordinary Shares as at the Last Practicable Date. (2) B&J Holdings Limited is controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett will have an interest in 12,445,395 Ordinary Shares and Bob Etchingham has an interest in 37,336,184 Ordinary Shares following Admission. (3) Niall Dolan holds options under the 2014 Share Option Scheme and the Applegreen plc 2015 Long Term Incentive Plan as described in paragraphs 7.2 and 7.3 of this Part 9 (Additional Information).

7.2 As described in paragraph 12 of this Part 9 (Additional Information), 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: Number of Ordinary Director Shares under Option Niall Dolan 50,000 7.3 As described in paragraph 12 of this Part 9 (Additional Information), the Company has granted options in respect of 2,600,000 Ordinary Shares pursuant to the terms of the Applegreen plc 2015 Long Term Incentive Plan. Details of the options granted to certain of the Directors are set out below: Number of Ordinary Director Shares under Option Niall Dolan 500,000 Joe Barrett 100,000

7.4 Save as disclosed in paragraphs 7.1, 7.2 and 7.3 of this Part 9 (Additional Information), 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. 7.5 As at close of business on the Latest Practicable Date and save as disclosed in paragraph 11 of this Part 9 (Additional Information), 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. 7.6 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. 7.7 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 Group during the current or immediately preceding financial year, or during any earlier financial year which remains in any respect outstanding or unperformed.

160 7.8 In so far as is known to the Company, and with the exception of the issue of the New Ordinary Shares which may result in a dilution of B&J Holdings Limited’s shareholding in 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.

8. ADDITIONAL INFORMATION ON THE DIRECTORS 8.1 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 BJ Management Company Belgrave Capital Ireland Limited Limited** Blairhaven Limited Conyngham Road Partnership Darana Limited Diegoville Limited Mountpark Developments Limited Mountpark Trading Limited Superstop (Holdings) Limited Superstop Limited Turnbill Limited The Butler’s Pantry Holdings Limited The Butler’s Pantry (Manufacturing) Limited The Strand Gastro Pubs Limited

Joe Barrett Acute Capital Limited BJ Management Company Acute Enterprises Limited Limited** B&J Holdings Limited Spiritan Education Trust Conyngham Road Partnership Darana Limited Diegoville Limited Kildare Tourism Enterprise Centre Limited Mountpark Developments Limited Mountpark Trading Limited Responsible Retailing of Alcohol in Ireland CLG Superstop (Holdings) Limited Superstop Limited Turnbill Limited

Brian Geraghty BPG Consultants Limited Independent ATM Company Crowe Advisory Limited Limited Crowe Ireland Phelan Prescott & Co Frostfall Limited GC Home Insurance Limited Get Cover And Company Limited NWD Consultants Limited Qyou Limited QyouTV International Limited Rivercore Limited The Little Museum of Dublin CLG

161 Director Current Directorship (or Partnership) Previous Niall Dolan None Contract Cleaners Limited* Corporate Personnel Services Limited* ISS Hygiene Services Limited* ISS Ireland Limited ISS Ireland Holding Limited ISS Security Limited* Ivernagh Security Service Limited* U.S. Security Limited* Martin Southgate Gallaher Pensions Limited

Daniel Kitchen Hibernia REIT plc Hibernia REIT Finance Limited Irish Takeover Panel Key Capital Real Estate Limited LXB Retail Properties PLC Strathspey Limited* Workspace Group plc Sirius Real Estate Limited St Patrick’s University Hospital

Howard Millar ASL Aviation Holdings DAC Coinside Limited Fast Colombia S.A.S Darley Investments Limited Ifcana Developments Limited Phoenix House Management Mazine Limited Company Limited Low Cost Airline Technology Limited Prestwick Aero Limited Ryanair DAC Ryanair.Com Limited Ryanair Holdings plc Ryanair Labs Limited Viva Latinamerica S.A. Ryanair UK Limited Stelloan Investment Company I DAC * This company has now been liquidated by way of a members voluntary liquidation or voluntarily struck off. ** This company has now been dissolved.

8.2 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 or any composition or 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) had any asset which has been subject to a receivership or was a partner in a partnership at the time of or within the 12 months preceding any asset of the partnership being subject to a receivership; (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.

Howard Millar is a director of Ifcana Developments Limited. A receiver was appointed to Ifcana Developments Limited on 16 May 2017 and currently has not been discharged.

162 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 are summarised below:

Contract Notice by the Name Title Date Salary Company Bob Etchingham Chief Executive 29 April 2015 €365,500 Six Months Officer Joe Barrett Chief Operating Officer 29 April 2015 €349,400 Six months Niall Dolan Chief Financial Officer 6 March 2018 €288,000 plus Six months allowance of €15,000

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 €365,500 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, 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 €349,400 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 Niall Dolan on 6 March 2018 pursuant to which Mr Dolan was appointed Group Chief Financial Officer. Employment is terminable by either party giving six months’ notice. Mr Dolan is entitled to a base salary of €288,000 plus an allowance of €15,000 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 Dolan, Petrogas Group Limited may make payment of an amount of Mr Dolan’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) 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.

163 (b) Benefits Each Executive Director is entitled to be a member of the Group’s Defined Contribution 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.

Under Mr Dolan’s service agreement, Petrogas Group Limited undertakes to pay into the scheme on behalf of Mr Dolan a sum equivalent to the percentage salary contribution made by Mr Dolan, subject to a maximum of 10 per cent. of salary.

(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.

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.

164 10. EMPLOYEES As at 30 June 2018, the Group employs approximately 5,300 employees, including the Executive Directors. The breakdown of the employees by geographic location and function for each of the financial years ended 31 December 2015, 31 December 2016 and 31 December 2017 and up to the Latest Practicable Date was as follows:

Average Number of Employees Latest Practicable FY2015 FY2016 FY2017 Date Site ROI 870 1,825 2,094 2,620 UK 706 884 1,121 1,656 USA 15 35 373 1,201 Head Office Executive 3 3 3 3 Ireland 117 137 153 172 UK 15 24 33 47 USA 1 2 11 39 Total 1,727 2,910 3,778 5,738

11. 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 28,782,895 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:

Number of Percentage Ordinary of issued Shares in share capital Ordinary Percentage which an as at the Shares in of Enlarged interest is Latest which an Share held at the Practicable interest is Capital Latest Date in which held in which Practicable an interest is following interest is Name Date held Admission held B&J Holdings Limited 48,136,842(1) 52.49 49,781,579(2) 41.31 per cent. AXA Investment Managers S.A. 9,075,454 9.90 11,136,454 9.2 per cent. 12 West Capital Management LP 5,218,359 5.69 6,272,677 5.2 per cent. Old Mutual 4,468,000 4.87 5,243,600 4.4 per cent. Royal London – – 4,540,474 3.8 per cent. Allianz – – 3,881,104 3.2 per cent.

Notes: (1) B&J Holdings Limited is controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 12,034,210 Ordinary Shares and Bob Etchingham has an interest in 36,102,632 Ordinary Shares. (2) B&J Holdings Limited is controlled by Joe Barrett and Bob Etchingham. Consequently, Joe Barrett has an interest in 12,445,395 Ordinary Shares and Bob Etchingham has an interest in 37,336,184 Ordinary Shares.

B&J Holdings Limited does not have different voting rights attaching to Ordinary Shares held by it in the Company. The Company entered into the Relationship Agreement with B&J Holdings Limited on 16 June 2015.

165 12. SHARE INCENTIVE ARRANGEMENTS

12.1 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.

12.2 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 Ordinary Shares at prices ranging from €1 to €2 per share. All options granted under this plan have now vested with the exception of a certain number of options which were forfeited as a result of the employee leaving the Group and 1,490,000 options remain unexercised as at 27 September 2018. The total number of Ordinary Shares over which options may be granted is 7 million and accordingly the Company does not propose to issue any further options under the 2014 Plan.

(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.

166 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; or (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 (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

167 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.

12.3 Applegreen plc 2015 Long Term Incentive Plan (“LTIP”)

(a) Overview The LTIP was approved by the Board on 27 May 2015.

(b) Performance Conditions The relevant performance conditions governing the transfer of ownership of any equity entitlements and/or vesting of the Options/Awards are as follows: (i) the employee must remain in service throughout a three year performance period; (ii) there is an additional holding period of one year to facilitate any clawback; (iii) Awards will not be granted to a participant with a market value in excess of 150 per cent. of salary in respect of any financial year; (iv) the plan is subject to the overall limits where, 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 19 June 2016 may not exceed 5 per cent. of the issued share capital of the Company; (v) The vesting criteria for the LTIP awards are 50 per cent. based on relative total shareholder return (“TSR”) measured against ten listed peers and 50 per cent. based on the achievement of targeted EPS growth. In respect of the TSR objective, 25 per cent. vests on median performance rising on a linear basis to 100 per cent. vesting for upper quartile performance. In respect of EPS growth, 25 per cent. vests based on the achievement of growth of the Consumer Price Index (“CPI”) + 3 per cent. rising to 100 per cent. where EPS growth is in excess of CPI +9 per cent.

(c) Options Granted On 25 April 2017, the Company granted 1,600,000 Options which have an expected vesting date of 25 April 2020, an expiry date of 25 April 2024 and an exercise price per Option share of €4.78.

On 9 May 2018, the Company granted 1,000,000 Options which have an expected vesting date of 9 May 2021, an expiry date of 9 May 2025 and an exercise price per Option share of €6.36.

(d) 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.

168 (e) 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”); or (ii) a conditional right to acquire shares (“Conditional Award”); or (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 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.

(f) 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.

(g) Performance Period Unless the Remuneration Committee determines otherwise, Awards will be subject to the satisfaction of one or 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.

(h) 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.

(i) 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.

(j) 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; (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.

169 (k) 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.

(l) 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.

(m) Overall Limit 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 19 June 2016 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 this limit until such time as guidelines published by institutional investor representative bodies determine otherwise.

(n) 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.

(o) 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 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.

170 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).

(p) 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.

(q) 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.

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

171 period). The Remuneration Committee will determine in these circumstances the length of time during which Options can then be exercised.

(r) 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.

(s) 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.

(t) 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.

(u) Governing Law The LTIP is 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.

13. APPLEGREEN EMPLOYEE SHARE OPTION TRUST During 2016, B&J Holdings Limited established the Applegreen Employee Share Option Trust (the “Trust”) for the purpose of making incentive share awards to employees. On 31 March 2016, the Trust granted options over 515,000 Ordinary Shares to selected employees to reward them for their service to the Group. These options have a vesting period of two years at an exercise price of €2.00. In order to satisfy the exercise of these options, the Trust acquired an equivalent number of Ordinary Shares from B&J Holdings Limited at a price of €2.00 per ordinary share. The award of the options will have no cash impact on the Group nor will it result in any reduction in shareholders equity.

14. 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 incorporated by reference into this Document, as set out in Section A, Applegreen Historical Information of Part 6 (Historical Financial Information) of this Document. Furthermore, in the period since 31 December 2017 to the Latest Practicable Date, the Group has not entered into any material transactions with related parties.

172 Paragraph 7 of this Part 9 (Additional Information) sets out the interests of the Directors in the share capital of the Company on the Latest Practicable Date.

15. MATERIAL CONTRACTS In addition to the agreements described in Part 5 (Further Information on the Transaction, the Enlarged Group and the Placing) of this Document, 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 or a member of the Welcome Break Group in the two years immediately preceding the date of this Document and which are, or may be, material to the Enlarged Group, or are all of the contracts which have been entered into by the Company and its subsidiaries or a member of the Welcome Break Group and contain any provisions under which any member of the Enlarged Group has any entitlement which is material to the Enlarged Group:

15.1 Underwriting Agreement The Company and the Directors have entered into the Underwriting Agreement with Goodbody, SCC and SCS whereby Goodbody and SCS have severally (and not jointly or jointly and severally) agreed, subject to certain conditions, to use respective reasonable endeavours to procure subscribers for 28,782,895 New Ordinary Shares at the Placing Price, in equal proportions, and, Goodbody and SCS have severally (and not jointly or jointly and severally) agreed, if and to the extent that they do not procure subscribers for the New Ordinary Shares, to underwrite, in equal proportions, the New Ordinary Shares not taken up or for which subscribers are not otherwise procured. The Company has given warranties, representations, undertakings and indemnities to Goodbody and Shore Capital and the Directors have given warranties, representations and undertakings to Goodbody and Shore Capital. Under the Underwriting Agreement, Shore Capital and Goodbody will receive a document fee and a standby underwriting commission. In addition, SCS and Goodbody will receive a commission with reference to the aggregate value at the Placing Price of the New Ordinary Shares excluding €10 million, being the number of New Ordinary Shares to be subscribed for by B&J Holdings Limited in the Placing at the Placing Price. The Company has agreed to pay all the costs and expenses of and incidental to, the Underwriting Agreement and the Placing, the Transaction, Admission and the allotment and issue of the New Ordinary Shares and related arrangements (together with any VAT chargeable thereon). If Admission has not occurred by 8.00 a.m. on 31 December 2018, the Underwriting Agreement will cease to have any further force or effect. In addition, Goodbody and Shore Capital can terminate the agreement prior to completion of the Placing in certain circumstances including, amongst others, where there is a breach of the warranties given by the Company or the Directors.

15.2 Applegreen - Syndicated Facilities Agreement The Company is party to a 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 “Existing Facilities Agreement”) with Ulster Bank Ireland Limited (now Ulster Bank Ireland Designated Activity Company) as facility agent, and Ulster Bank Ireland Limited (now Ulster Bank Ireland Designated Activity Company) and Allied Irish Banks, plc as lenders, pursuant to which certain term and revolving loan facilities were made available to the Company as sole borrower.

With the consent of the lenders under the Existing Facilities Agreement, the Company has entered into a Loan Market Association (“LMA”) form facility agreement dated 2 August 2018 (the “Syndicated Facilities Agreement”) with NatWest Markets plc and Lloyds Bank plc as mandated lead arrangers, Ulster Bank Ireland DAC, NatWest Markets plc and Lloyds Bank plc as original lenders, (the “Lenders”) National Westminster Bank plc as agent, National Westminster Bank plc as facility agent (the “Facility Agent”) and National Westminster Bank plc as security trustee 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 €150 million for the purpose of part financing the Acquisition (the “Term Loan”); and

173 (b) a revolving credit facility of up to €150 million for the purpose of refinancing the indebtedness under the Existing Facilities Agreement on completion of the Acquisition and for the general corporate purposes of the Group (the “Revolving Applegreen Facility”).

The Term Loan is repayable by way of semi-annual instalments on 30 June and 31 December in each year, commencing on 31 December 2019 with the final balance outstanding under the Term Loan falling due on 2 August 2023.

Amounts outstanding under the Revolving Applegreen 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 the Revolving Applegreen Facility is 2 August 2023 and all amounts outstanding are repayable on that date. Commitment fees are payable quarterly in arrears on the unused amount of the Revolving Applegreen Facility. The margin applicable to the Syndicated Facilities is 2 per cent. to 3.75 per cent. and is determined by reference to the adjusted leverage ratio of the Company under the Syndicated Facilities Agreement for the applicable interest period.

The Placing will not in itself trigger a requirement to mandatorily prepay the indebtedness under the Existing Facilities Agreement or, if applicable, the Syndicated Facilities. However, if a person or group of persons acting in concert, 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 indebtedness under the Existing Facilities Agreement will be automatically cancelled and will become immediately due and payable or, if applicable, in the case of the Syndicated Facilities a Lender may cancel its commitment of the Syndicated Facilities and declare that all amounts owed to that Lender under the Syndicated Facilities Agreement are immediately due and payable.

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 a 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.

15.3 Welcome Break – WB Senior Facilities Agreement Welcome Break Holdings (1) Limited (as parent) and certain of its subsidiaries (the “WB Senior Group”) are party to a LMA form senior facilities agreement dated 26 January 2017 (the “WB Senior Facilities Agreement”) with Lloyds Bank plc as agent (the “WB Senior Agent”) and as security agent (the “WB Senior Security Agent”) and AIB Group (UK) plc, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., London Branch, Investec Bank plc, Lloyds Bank plc, Abbey National Treasury Services plc (trading as Santander Global Corporate Banking) and Scotiabank Europe plc as mandated lead arrangers pursuant to which the following loan facilities (the “WB Senior Facilities”) were made available to the applicable borrowers:

(a) a term loan facility of £300 million (“WB Facility A”) for the purposes of refinancing existing debt; and (b) a term loan facility of £30 million (the “WB Capex Facility”) for the purposes of financing and refinancing certain capital expenditure and the financing of specified acquisitions; and

174 (c) a revolving credit facility of £10 million for the general corporate and working capital requirements of the WB Senior Group and the cash collateralisation of letters of credit (the “Revolving Welcome Break Facility”).

Welcome Break Holdings (1) Limited has the ability to establish an incremental capex facility(ies) (each a“WB Incremental Capex Facility”) which in total may not exceed £50 million, for the purposes of financing and refinancing specified capital expenditure.

WB Facility A, the WB Capex Facility and any WB Incremental Capex Facility are all repayable on the fifth anniversary of the first utilisation of WB Facility A.

Amounts outstanding under the Revolving Welcome Break Facility are repayable at the end of each interest period (which may be selected as a period of one, two, three or six months) unless “rolled” over into the next interest period.

The Placing will not in itself trigger a requirement to mandatorily prepay the WB Senior Facilities. The WB Senior Facilities will be automatically cancelled and will become immediately due and payable following the occurrence of a sale of substantially all of the assets of the group without the consent of the Lenders. If there is a change of control (other than a permitted change of control), a Lender is not required to fund a utilisation and may elect to cancel its commitments and declare such commitments immediately due and payable.

There are a number of restrictive covenants in the WB Senior Facilities Agreement which, subject to certain specified exemptions, prohibit the group from incurring additional indebtedness, 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 Lenders is obtained (the level of consent required from the Lenders (whether all-Lender, Super Majority Lender or Majority Lender) varies depending on the nature of the consent or waiver requested).

The WB Senior 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 WB Senior Agent, acting on the instructions of the Majority Lenders, may cancel the WB Senior Facilities, declare that the WB Senior Facilities are immediately due and payable and instruct the WB Senior Security Agent to enforce the transaction security.

The WB Senior Facilities are secured by a guarantee and indemnity from the obligors and variously by English law all-asset debentures, share charges, legal mortgages over real property and assignments of intra-group loans and Scots law standard security over real property.

15.4 Welcome Break – WB Junior Facilities Agreement Welcome Break No.1 Limited (as borrower) and certain of its subsidiaries (the “WB Junior Group”) are party to a LMA form junior facilities agreement dated 26 January 2017 (the “WB Junior Facilities Agreement”) with Elavon Financial Services DAC, UK Branch as agent (the “WB Junior Agent”) and US Bank Trustees Limited as security agent (the “WB Junior Security Agent”) and Guggenheim Partners Europe Limited, Sequoia IDF Asset Holdings S.A., Macquarie Bank Limited (London Branch) and ING Corporate Investments Mezzanine Fonds B.V. as mandated lead arrangers pursuant to which a term facility of £100 million (the “WB Junior Facility”) was made available to Welcome Break Holdings (1) Limited.

The WB Junior Facility is repayable on the sixth anniversary of its first utilisation.

The Placing will not in itself trigger a requirement to mandatorily prepay the WB Junior Facilities. If there is a change of control (other than a permitted change of control), a Lender is not required to fund a utilisation and may elect to cancel its commitments and declare such commitments immediately due and payable.

175 There are a number of restrictive covenants in the WB Junior Facilities Agreement which, subject to certain specified exemptions, prohibit the group from incurring additional indebtedness, 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 Lenders is obtained (the level of consent required from the Lenders (whether all-Lender, Super Majority Lender or Majority Lender) varies depending on the nature of the consent or waiver requested).

The WB Junior 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 WB Junior Agent, acting on the instructions of the Majority Lenders, may cancel the WB Junior Facilities, declare that the WB Junior Facilities are immediately due and payable and instruct the WB Senior Security Agent to enforce the Common Security (as defined below) or the WB Junior Security Agent to enforce the WB Junior Security (as defined below).

The WB Junior Facilities are secured by a common security package together with the WB Senior Facilities (the “WB Common Security”) as well as further English law security granted by companies within and above the WB Junior Group which do not form a part of the WB Senior Group (the “WB Junior Security”).

16. MANDATORY BIDS, SQUEEZE-OUT AND BUY-OUT RULES

16.1 Mandatory Bids The Company is a public limited company incorporated in the Republic of Ireland and its Ordinary Shares are currently admitted to trading on AIM and ESM. As a result, the Company is 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.

176 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 incurring any obligation under Rule 9 to make a general offer.

Further details concerning B&J Holding Limited’s interests in the Company are set out in paragraph 11 of this Part 9 (Additional Information).

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

177 acquisition is not less than €50 million, 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 million. 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 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. 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.

18. 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 Enlarged Group will be sufficient for its present requirements, that is, for at least 12 months from Admission.

19. NO SIGNIFICANT CHANGE

19.1 The Group Save as set out in relation to current trading and prospects referred to in paragraph 10 of Part 1 (Letter from the Chairman of Applegreen) of this Document and as set out in Section A of Part 6 (Applegreen Historical Financial Information) incorporated by reference into this Document, there has been no significant change in the trading or financial position or prospects of the Group since 30 June 2018, the date to which the Group’s latest published financial information was prepared.

19.2 Welcome Break Group There has been no significant change in the trading or financial position of the Welcome Break Group since 30 January 2018 (the date to which the latest published audited financial information of the Welcome Break Group was prepared).

20. CONSENTS PricewaterhouseCoopers LLP, a firm authorised and regulated by, and whose partners include members of, the Financial Conduct Authority for designated investment businesses in the UK, has given and not withdrawn its consent to the inclusion in this Document of its accountant’s report in Part 6 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.

178 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.

21. GENERAL 21.1 The total costs and expenses relating to Admission and payable by the Company are estimated to amount to approximately €1.2 million excluding value added tax. 21.2 The Placing will result in the Existing Ordinary Shares as at the Latest Practicable Date being diluted by over 23.9 per cent. 21.3 The Ordinary Shares are in registered form and the liability of members of the Company is limited to the amount, if any, unpaid on the shares held by them in the capital of the Company. 21.4 Save as disclosed in this Document, the Directors are unaware of any exceptional factors which have influenced the Company’s activities. 21.5 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 2017, 31 December 2016 and 31 December 2015 and is authorised by Chartered Accountants Ireland to carry on investment business. 21.6 The historical financial information set out in Part 6 (Historical Financial Information) of this Document relating to the Company has been audited save for the interim financial information for the six months ended 30 June 2018 which has not been audited. 21.7 Save as disclosed in this Document, the Company has no significant investments in progress and the Company has made no firm commitments concerning future investments. 21.8 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. 21.9 This Document has not been approved by the Central Bank of Ireland or the Financial Conduct Authority of the UK. 21.10 No New Ordinary Shares are being made available, in whole or in part, to the public in conjunction with the application for Admission. 21.11 Applegreen’s 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. 21.12 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. 21.13 There is no fixed date on which any Shareholders’ entitlements to dividends arises, save as disclosed in the Company’s interim results published on 21 September 2018.

179 PART 10: NOTICE OF EXTRAORDINARY GENERAL MEETING

Applegreen plc

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Applegreen plc (the “Company”) will be held at the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, D04 P3C3, Ireland on Wednesday, 24 October 2018 at 10.00 a.m. to consider and, if thought fit, pass the following resolutions of which Resolution 1 will be proposed as an Ordinary Resolution and Resolution 2 will be proposed as a Special Resolution.

ORDINARY RESOLUTION 1. THAT: 1.1 the acquisition by the Company of a 55.02 per cent. holding in the Welcome Break Group by the acquisition of shares in Appia Group Limited (“Welcome Break”) and unsecured subordinated Eurobond fixed rate notes issued by Appia Europe Limited; 1.2 the sale by the Company of an approximately 8.6 per cent. interest in Welcome Break to Welcome Break Investors II LP, a limited partnership advised by Arjun Infrastructure Partners Limited; and 1.3 the transfer by the Company of its UK MSA assets, TRSA assets deemed suitable for transfer and UK development pipeline assets to Welcome Break,

(together, the “Transactions”) as described in the admission document of the Company dated 28 September 2018 of which this Notice forms part (the “Admission Document”) and including the agreements effecting the Transactions as set out in the Admission Document be and are hereby approved for the purpose of Rule 14 of the ESM Rules for Companies and Rule 14 of the AIM Rules for Companies and that the directors of the Company (or a duly appointed committee thereof) be and are hereby authorised to take all steps as may be necessary or desirable in connection with and to complete the Transactions, subject to such modifications, variations, revisions or amendments to the terms of the Transactions as the directors of the Company may in their absolute discretion deem appropriate (provided that any such modifications, variations, revisions or amendments are not of a material nature), and to execute, sign and do all such other documents, deeds, acts and things as may be necessary or desirable to complete the Transactions.

SPECIAL RESOLUTION 2. THAT, subject to the passing of Resolution 1 above and in addition to any existing such power, the directors of the Company be and are hereby given power pursuant to section 1023(3) of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of the Companies Act 2014) for cash, pursuant to the general authority conferred by paragraph (a) in Resolution 5 adopted at the Annual General Meeting of the Company held on 6 June 2018 as if sub-section (1) of Section 1022 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of €305,527.19 (30,552,719 ordinary shares) and such power shall expire on the termination of the NIBC Agreement (as defined in the Admission Document in which the Notice of this meeting is contained) or at the close of business 24 October 2019, whichever is the earlier, provided however 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 of the Company may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

For and on behalf of the Board N Dolan Chief Financial Officer, Director and Secretary Block 17, Joyce Way, Park West, Dublin 12, D12 F2V3, Ireland 28 September 2018

180 NOTES TO NOTICE OF EXTRAORDINARY GENERAL MEETING OF APPLEGREEN PLC

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting at the meeting should the member subsequently wish to do so. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Should you wish to appoint more than one proxy, please read carefully the explanatory notes accompanying the Form of Proxy. 2. As a member, you have several ways to exercise your right to vote: (a) by attending the Extraordinary General Meeting in person; (b) by appointing (either electronically or by returning a completed Form of Proxy) the Chairman or another person as a proxy to vote on your behalf; (c) by appointing a proxy via the CREST System if you hold your shares in CREST. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members. 3. You may appoint the Chairman of the Company or another individual as your proxy. You may appoint a proxy by completing the Form of Proxy, making sure to sign and date the form at the bottom and return it to the Company’s Registrars, Link Asset Services, Link Registrars Limited or to the Company Secretary at the Company’s registered office. If you are appointing someone other than the Chairman as your proxy, then you must fill in the contact details of your representative at the meeting on the Form of Proxy. If you appoint the Chairman or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy. Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the registrars, Link Asset Services, Link Registrars Limited at www.signalshares.com. Shareholders will be asked to enter their name, postcode and Investor Code (IVC) as printed on your Form of Proxy and agree to certain conditions. 4. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are executed (or a notarially certified copy of such power or authority) must be lodged with the Company’s registrar, Link Asset Services, Link Registrars Limited at 2, Grand Canal Square, Dublin 2, D02 A342 (if delivered by hand) or PO Box 7117, Dublin 2, Ireland (if delivered by post) or alternatively with the Company Secretary at the Company’s Registered Office at Block 17, Joyce Way, Park West, Dublin 12 by not later than 10.00 a.m. on Monday, 22 October 2018. 5. The Company, pursuant to Section 1105 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended), specifies that only those shareholders registered in the register of members of the Company as at 6.00 p.m. on Monday, 22 October 2018 (or in the case of an adjournment as at 6.00 p.m. on the day that falls two days before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting. 6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited (“EUI”)’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Link Asset Services, Link Registrars Limited (ID 7RA08) by 10.00 a.m. on 22 October 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Asset Services, Link Registrars Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended). 7. As at 27 September 2018, (being the latest practicable date prior to the publication of this Notice) the Company’s issued share capital consisted of 91,713,158 ordinary shares of €0.01 each carrying one vote each. Therefore, the total voting rights in the Company as at 27 September 2018 are 91,713,158. 9. Copies of all documentation tabled before the Extraordinary General Meeting are available on the Company’s website. Should you not receive a Form of Proxy, or should you wish to be sent copies of these documents, you may request this by telephoning the Company’s registrar Link Asset Services, Link Registrars Limited (on +353 1 553 0050) or by writing to the Company Secretary at the address set out above.

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