Recommended Cash Acquisition for Mobico Group PLC

Autobuses De Leon S.L

30 October 2026

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 October 2026

RECOMMENDED CASH ACQUISITION

of

MOBICO GROUP PLC

by

LEITA MOBILITY LIMITED

(a wholly-owned indirect subsidiary of Autobuses de León, S.L., a company jointly held by the CMC Group and Asterion Industrial Infra Fund III, FCR) to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

·          The board of directors of Leita Mobility Limited ("Bidco"), a wholly-owned indirect subsidiary of Autobuses de León, S.L. ("AdL") (a company jointly held by: (a) the CMC Group (the family office of the Cosmen family, the largest shareholder of Mobico Group PLC ("Mobico") and a long-term investor in Mobico through its two wholly-owned subsidiaries European Express Enterprises Limited ("EEEL") and Northern Express Enterprises Limited ("NEEL") since the acquisition by National Express Group of ALSA in 2005); and (b) Asterion Industrial Infra Fund III, FCR, a fund managed by Asterion Industrial Partners SGEIC, S.A. ("Asterion Fund III")), and the Mobico Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Mobico (the "Acquisition").

·          Under the terms of the Acquisition, each Mobico Shareholder will be entitled to receive:

46 pence in cash for each Mobico Share held

·          The Acquisition values the entire issued and to be issued ordinary share capital of Mobico at approximately £308 million with an implied enterprise value of approximately £2,323 million, and represents:

-           a premium of approximately 55.1 per cent. to the Closing Price of 29.7 pence per Mobico Share on 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period);

-           a premium of approximately 93.3 per cent. to the Closing Price of 23.8 pence per Mobico Share on 3 August 2026 (being the last Business Day prior to AdL submitting its first proposal to Mobico's board of directors);

-           a premium of approximately 82.8 per cent. to 25.2 pence, being the three-month Volume Weighted Average Price to 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period);

-           a premium of approximately 89.3 per cent. to 24.3 pence, being the six-month Volume Weighted Average Price to 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period); and

-           an implied enterprise value multiple of approximately 11.7 times the Mobico Group's adjusted EBIT of £198 million for the 12 month period ended 31 December 2025.

·          It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act although Bidco reserves the right (with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement) to effect the Acquisition by way of a Takeover Offer.

Background to the Acquisition

·    Mobico is a leading diversified transport business with operations spanning coach, rail, bus, shuttle and paratransit in Europe, the US, North Africa and the Middle East.

·    The CMC Group has been a significant shareholder in Mobico since 2005 and currently holds approximately 26 per cent. of its issued share capital.

·    In early 2026, the CMC Group and Asterion agreed to establish their respective positions in AdL with a view to developing AdL as a pan-European mobility platform. AdL holds operating bus concession businesses in Malta and Cyprus, which generated consolidated revenues of approximately €187 million in financial year 2025.

·    AdL brings together the CMC Group's long-standing experience investing in passenger transportation and Asterion's infrastructure investment and active asset management capabilities in order to pursue growth and consolidation opportunities across the European mobility sector.

·    With this background, AdL regards the Acquisition as a compelling opportunity to advance its strategy in European passenger transportation, which would benefit passengers, employees and the communities in which the company operates.

·    Mobico's performance in recent years has been affected by the level and composition of the Mobico Group's indebtedness. AdL believes it can support Mobico's businesses as part of a larger group, including by combining the Mobico Group with AdL's existing Malta and Cyprus operations, which would improve operational efficiency, geographic diversity and concession-backed profile of the combined group.

·    AdL intends to support Mobico through a sustainable capital structure, providing the financial flexibility required to invest in the business and pursue long-term, sustainable growth.

·    AdL intends to build on management's existing initiatives to improve operational performance and strengthen the business. AdL believes that private ownership would provide greater flexibility to take a long-term approach to business planning, capital allocation and operational improvement.

Recommendation

·    The Mobico Independent Directors, who have been so advised by BofA Securities as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Mobico Independent Directors, BofA Securities has taken into account the commercial assessments of the Mobico Independent Directors. BofA Securities is providing independent financial advice to the Mobico Independent Directors for the purposes of Rule 3 of the Code.

·    Accordingly, the Mobico Independent Directors intend to recommend unanimously that Voting Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that Mobico Shareholders vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as each Mobico Independent Director holding Mobico Shares has irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 1,191,255 Mobico Shares (representing, in aggregate, approximately 0.2 per cent. of the Mobico Shares in issue on the Last Practicable Date).

·    Jorge Cosmen Menéndez-Castañedo, a director of Mobico, is not considered by Mobico to be independent for the purposes of the Acquisition by virtue of being a member of the Cosmen family. Jorge Cosmen Menéndez-Castañedo has not been treated as a Mobico Independent Director and has not participated in the consideration of the Acquisition by the Mobico Independent Directors or the decision of the Mobico Independent Directors to recommend the Acquisition as set out above.

Irrevocable undertakings

·    As set out above, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement, to accept, or procure the acceptance of, such Takeover Offer) from each Mobico Independent Director holding Mobico Shares in respect of their entire beneficial holdings of Mobico Shares, amounting, in aggregate, to 1,191,255 Mobico Shares (representing, in aggregate, approximately 0.2 per cent. of the Mobico Shares in issue on the Last Practicable Date).

·    The Mobico Shares held by each of the Non-Voting Scheme Shareholders shall be Scheme Shares and subject to the Scheme but a Non-Voting Scheme Shareholder shall not be entitled to vote (or procure the vote of) any of the Scheme Shares held by them at the Court Meeting. Accordingly, separately to the irrevocable undertakings received by Bidco from the Mobico Independent Directors referred to above, Mobico has received irrevocable undertakings from the Non-Voting Scheme Shareholders in respect of their entire beneficial holdings of Mobico Shares (amounting, in aggregate, to 160,731,982 Mobico Shares and representing, in aggregate, approximately 26.2 per cent. of the Mobico Shares in issue on the Last Practicable Date): (a) to vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer); (b) confirming that they acknowledge and accept that they are not entitled to vote (nor procure any voting) in relation to the Scheme at the Court Meeting (if applicable); (c) not to attend the Court Meeting; and (d) to be bound by the terms of the Scheme (the "Non-Voting Scheme Shareholder Undertakings").

·    In total, therefore, irrevocable undertakings have been received in respect of 161,923,237 Mobico Shares (representing, in aggregate, approximately 26.4 per cent. of the Mobico Shares in issue on the Last Practicable Date). Excluding the Mobico Shares relating to the Non-Voting Scheme Shareholder Undertakings, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting with respect to 1,191,255 Mobico Shares (representing, in aggregate, approximately 0.3 per cent. of the Scheme Shares entitled to vote at the Court Meeting and approximately 0.2 per cent. of the Mobico Shares in issue on the Last Practicable Date).

·    Full details of the irrevocable undertakings referred to above are set out in Appendix III to this Announcement.

Information on Mobico

·          Mobico is a leading diversified transport business with operations spanning coach, rail, bus, shuttle and paratransit in Europe, the US, North Africa and the Middle East.

·          It operates services in 40 key cities in 11 countries across the world, providing services to cities, businesses, healthcare and education providers, as well as directly to customers.

·          Mobico is the leading operator for long haul coach transport in both Spain and the UK. It also operates urban bus and transit operations in the US, Spain, the UK, Ireland, Morocco, Portugal, Switzerland, Saudi Arabia and Bahrain, as well as rail operations in Germany.

·          Mobico has approximately 30,000 employees and operates approximately 13,400 vehicles. Its passengers travelled a combined total of approximately 27 billion kilometres in the 15 month period ending March 2026.

Information on Bidco, AdL, the CMC Group and Asterion

·          Bidco has been formed under the laws of England and Wales for the purposes of the Acquisition. It has not traded since its incorporation and has not entered into any obligations other than in connection with the Acquisition. Bidco is a wholly-owned indirect subsidiary of AdL.

·          AdL is a company incorporated in Spain and is owned 50.1 per cent. by the CMC Group and 49.9 per cent. by Asterion Fund III, who are acting as joint offerors for the purposes of the Acquisition. AdL was established to invest in the transportation sector and currently holds urban bus concession assets in Malta and Cyprus.

·          The CMC Group is the family office of the Cosmen family, and Mobico's largest shareholder and a long-term investor in Mobico. With a legacy in passenger transport since the 18th century, the Cosmen family became shareholders in ALSA when two businesses merged in 1960-1961. By 2007, ALSA had become the leading passenger road transport operator in Spain, with operations elsewhere in Europe, Africa and Asia. Following the acquisition by National Express Group of ALSA in 2005, the CMC Group became and remains the largest shareholder in Mobico. Within this context, AdL, which holds the CMC Group's operating bus concession businesses in Malta and Cyprus, also benefits from the CMC Group's extensive experience managing passenger transport businesses.

·          Asterion is an independent investment management firm, founded in 2018 and headquartered in Madrid with an office in London and focused on infrastructure investments in the European mid-market. It manages approximately $10 billion across three infrastructure funds and related co-investment vehicles. Asterion invests in essential infrastructure across the energy, digital, utilities and mobility sectors using a hands-on industrial and active asset management approach focused on long term value creation, sustainability and partnership with portfolio companies and other stakeholders. Asterion's latest fund, Asterion Industrial Infra Fund III, FCR., which closed in 2025, has total commitments of €3.4 billion, and Asterion's three funds are classified as Article 8 funds under the Sustainable Finance Disclosure Regulation.

General

·          If any dividend or other distribution or return of capital is announced, declared, made, payable or is paid in respect of the Mobico Shares on or after the date of this Announcement and with a record date on or prior to the Effective Date, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of each Mobico Share by the amount of all or part of any such dividend or other distribution or return of capital, except where Mobico Shares are or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive such dividend or other distribution or return of capital, provided that, to the extent such dividend or other distribution or return of capital is cancelled, the consideration shall not be subject to change. If Bidco exercises its right to make such a reduction in respect of a dividend or other distribution or return of capital, Mobico shareholders will be entitled to receive and retain such dividend or other distribution or return of capital.

·          It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of Mobico, including the Mobico Shares held indirectly by the CMC Group through its two wholly-owned subsidiaries (EEEL and NEEL), Jorge Cosmen Menéndez-Castañedo, and the other Non-Voting Scheme Shareholders. However, Bidco reserves the right (with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement), to implement the Acquisition by way of a Takeover Offer.

·          The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include:

·          the approval of the Scheme by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing 75 per cent. in value of Scheme Shares voted by such holders at the Court Meeting;

·          the approval of the Resolutions by the requisite majority of Mobico Shareholders at the General Meeting;

·          the sanction of the Scheme by the Court;

·          the Scheme becoming Effective by no later than the Long Stop Date; and

·          the receipt of regulatory and antitrust approvals as further described in this Announcement.

·          It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with associated Forms of Proxy, will be posted to Mobico Shareholders within 28 days of this Announcement (or such later time as may be agreed by the Takeover Panel) and the Court Meeting and the General Meeting are each expected to be held as soon as possible thereafter, giving the required notice for such meetings.

·          The Scheme is currently expected to become Effective during the first half of 2027, subject to the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix I. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Felipe Cosmen Menéndez-Castañedo, Vice Chairman of the CMC Group, said:

"Our family has been a supportive, long term shareholder of Mobico since 2005. We have great confidence in the company, its management team and its future. Together with Asterion, we look forward to supporting the next phase of growth and value creation. We believe private ownership and a sustainable capital structure will provide the flexibility to invest for the long term, deliver even better service for customers, create opportunities for employees and realise Mobico's full potential."

Commenting on the Acquisition, Jesús Olmos, Chief Executive Officer of Asterion, said:

"Mobico is an attractive transport infrastructure business, with contracted and concession-backed activities that are closely aligned with Asterion's investment strategy. We are pleased to continue our partnership with the Cosmen family, bringing together its longstanding sector knowledge with Asterion's infrastructure investment and focus on active asset management. We intend to support Mobico's development into a more diversified, concession-focused mobility platform, delivering essential public transport services and enabling the transition towards lower-carbon mobility."

Commenting on the Acquisition, Phil White, Non-Executive Chair of Mobico, said:

"Mobico is a high-quality international transport business, proudly serving millions of customers every day. The current management team has made significant progress in simplifying the Group, sharpening operational focus and strengthening the business for the future. When considering the offer, the Mobico Independent Directors weighed that progress carefully against the opportunities and risks associated with Mobico continuing as an independent, listed company.

We believe the offer represents a good outcome for Mobico's stakeholders and provides shareholders with value and certainty. Despite the recent strategic progress, the financial position of the business remains challenging with the cash outflows associated with legacy liabilities constraining our capacity to reduce net debt. The proposed transaction is an opportunity for the business to benefit from a more sustainable capital structure and greater financial flexibility, which can support continued investment and growth.

The CMC Group has been closely associated with Mobico for more than 20 years and brings deep experience of passenger transportation. Together with Asterion, we believe they are the right custodians of Mobico, supporting the business as it continues to deliver for its customers, employees and partners."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains details of the Mobico Profit Forecast. Appendix V contains definitions of certain terms used in this Announcement.

Enquiries:

AdL Javier Carlos Valero Perandones	Tel: [phone]
Bidco Bice Francesca Di Gregorio	Tel: [phone]
Santander (Sole financial adviser to AdL and Bidco) Brian O'Keeffe Oliver Tucker Martin Weltman Xiaoxuan Ma Kirill Ivanov	Tel: [phone]
Estudio de Comunicación (Communications adviser to AdL and Bidco) Juan Francés Felipe Lozano	Tel: [phone]
Camarco (Communications adviser to AdL and Bidco) Billy Clegg Tom Huddart	Tel: [phone]
Mobico Patrick Pittaway Gregor Allan	Tel: [phone]
BofA Securities (Sole financial adviser and joint corporate broker to Mobico) David Lloyd Ed Peel Justin Anstee	Tel: [phone]
Geoff Iles Alexander Penney
Headland Consultancy (Communications adviser to Mobico) Matt Denham Henry Wallers	Tel: [phone] [e-mail]

Latham & Watkins (London) LLP is acting as legal adviser to AdL and Bidco.

Freshfields LLP is acting as legal adviser to Mobico.

Berenberg is acting as joint corporate broker to Mobico on the Acquisition.

The person responsible for arranging the release of this Announcement on behalf of Mobico is Gillian Saunderson, Company Secretary.

Important Notices

Banco Santander, S.A. ("Santander") is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulation Authority. Santander is acting exclusively as financial adviser to AdL and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than AdL and Bidco for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this Announcement. Neither Santander, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Santander in connection with this Announcement or any matter referred to herein.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Mobico and for no one else in connection with the Acquisition and will not be responsible to anyone other than Mobico for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting through its London Branch exclusively for Mobico and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Mobico for providing the protections afforded to clients of Berenberg or for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective partners, directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation or the solicitation of an offer to purchase or subscribe for or otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Mobico in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and accompanying form of acceptance), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of, or to accept, the Acquisition. Any approval, decision, vote or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Mobico Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

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

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

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

This Announcement contains inside information in relation to Mobico for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

Mobico Shareholders should be aware that the Acquisition may have tax consequences that are not described herein. Mobico Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with the consequences of the Acquisition on them.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English law, the Listing Rules and the Code, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and such law and/or regulation may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Mobico Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Mobico Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco and Mobico or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would violate the laws of that Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

Notice to US Shareholders

The Acquisition relates to the shares of a company incorporated in England and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including, if such Takeover Offer is extended into the US, section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, Mobico Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. Also, in accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Santander and BofA Securities (and/or certain of each of their affiliates) will each continue to act as an exempt principal trader in Mobico Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of cash consideration by a Mobico Shareholder for the transfer of their Mobico Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws. Each Mobico Shareholder is urged to consult an independent professional adviser regarding the applicable tax consequences of the Acquisition, including under applicable United States, state and local, as well as overseas and other tax laws.

Financial information relating to Mobico included in this Announcement and to be included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.

It may be difficult for a US-based investor to enforce their rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company incorporated under the laws of, and located in, non-US jurisdictions, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the United Kingdom, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement (nor will it do so in respect of the Scheme Document). Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement) may contain certain "forward-looking statements" with respect to AdL, Bidco and/or Mobico. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "forecast", "aim", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies of AdL and/or Bidco and the expansion and growth of Mobico and potential synergies resulting from the Acquisition; and (c) the effect of global economic conditions and governmental regulation on AdL's and/or Mobico's businesses.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These factors include the satisfaction of the Conditions. These forward-looking statements are also based on numerous assumptions regarding present and future strategies and environments. None of AdL, Bidco or Mobico, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to AdL, Bidco or Mobico or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. AdL, Bidco and Mobico assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates or quantified benefits statement

The Mobico Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Mobico Profit Forecast is stated are set out in Appendix IV of this Announcement.

Other than the Mobico Profit Forecast, no statement in this Announcement is intended as a profit forecast or estimate or quantified benefits statement in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Mobico Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Mobico Share.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement, and the documents required to be published under Rule 26 of the Code, will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Mobico's website at www.mobicogroup.com/investors/important-disclaimer-offer and on Bidco's website at www.leitamobility.com by no later than 12 noon on the Business Day following the date of this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Equiniti Limited (the "Registrar") on 0371 384 2030 (or from outside of the United Kingdom, on [phone]) between 8.30 a.m. to 5.30 p.m. Monday to Friday (London time) or by submitting a request in writing to Equiniti Limited at Highdown House, Yeoman Way, Worthing, United Kingdom, BN99 6DA. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Mobico Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Mobico Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mobico may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different paragraphs and/or tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

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

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

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

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

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

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 October 2026

RECOMMENDED CASH ACQUISITION

of

MOBICO GROUP PLC

by

LEITA MOBILITY LIMITED

(a wholly-owned indirect subsidiary of Autobuses de León, S.L., a company jointly held by the CMC Group and Asterion Industrial Infra Fund III, FCR)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1.            Introduction

The board of directors of Leita Mobility Limited ("Bidco"), a wholly-owned indirect subsidiary of Autobuses de León, S.L. ("AdL") (a company jointly held by: (a) the CMC Group (the family office of the Cosmen family, the largest shareholder of Mobico Group PLC ("Mobico") and a long-term investor in Mobico through its two wholly-owned subsidiaries European Express Enterprises Limited ("EEEL") and Northern Express Enterprises Limited ("NEEL") since the acquisition by National Express Group of ALSA in 2005); and (b) Asterion Industrial Infra Fund III, FCR, a fund managed by Asterion Industrial Partners SGEIC, S.A. ("Asterion Fund III")) and the Mobico Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Mobico (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act although Bidco reserves the right (with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement), to effect the Acquisition by way of a Takeover Offer.

2.            The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Mobico Shareholder will be entitled to receive:

46 pence in cash for each Mobico Share held

The Acquisition values the entire issued and to be issued ordinary share capital of Mobico at approximately £308 million with an implied enterprise value of approximately £2,323 million, and represents:

·          a premium of approximately 55.1 per cent. to the Closing Price of 29.7 pence per Mobico Share on 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period);

·          a premium of approximately 93.3 per cent. to the Closing Price of 23.8 pence per Mobico Share on 3 August 2026 (being the last Business Day prior to AdL submitting its first proposal to Mobico's board of directors);

·          a premium of approximately 82.8 per cent. to 25.2 pence, being the three-month Volume Weighted Average Price to 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period);

·          a premium of approximately 89.3 per cent. to 24.3 pence, being the six-month Volume Weighted Average Price to 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period);

·          and an implied enterprise value multiple of approximately 11.7 times the Mobico Group's adjusted EBIT of £198 million for the 12 month period ended 31 December 2025.

3.            Dividends

If any dividend or other distribution or return of capital is announced, declared, made, payable or is paid in respect of the Mobico Shares on or after the date of this Announcement and with a record date on or prior to the Effective Date, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of each Mobico Share by the amount of all or part of any such dividend or other distribution or return of capital, except where Mobico Shares are or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive such dividend or other distribution or return of capital, provided that, to the extent such dividend or other distribution or return of capital is cancelled, the consideration shall not be subject to change. If Bidco exercises its right to make such a reduction in respect of a dividend or other distribution or return of capital, Mobico shareholders will be entitled to receive and retain such dividend or other distribution or return of capital.

4.            Recommendation

The Mobico Independent Directors, who have been so advised by BofA Securities as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Mobico Independent Directors, BofA Securities has taken into account the commercial assessments of the Mobico Independent Directors. BofA Securities is providing independent financial advice to the Mobico Independent Directors for the purposes of Rule 3 of the Code.

Accordingly, the Mobico Independent Directors intend to recommend unanimously that Voting Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that Mobico Shareholders vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer), as each Mobico Independent Director holding Mobico Shares has irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 1,191,255 Mobico Shares (representing, in aggregate, approximately 0.2 per cent. of the Mobico Shares in issue on the Last Practicable Date).

Jorge Cosmen Menéndez-Castañedo, a director of Mobico, is not considered by Mobico to be independent for the purposes of the Acquisition by virtue of being a member of the Cosmen family. Jorge Cosmen Menéndez-Castañedo has not been treated as a Mobico Independent Director and has not participated in the consideration of the Acquisition by the Mobico Independent Directors or the decision of the Mobico Independent Directors to recommend the Acquisition as set out above.

5.            Background to and reasons for the Acquisition

The CMC Group and Asterion established AdL as a pan-European mobility platform in early 2026. At inception, the CMC Group contributed three operating bus concessions in Malta and Cyprus to AdL, which generated consolidated revenues of approximately €187 million in financial year 2025. AdL brings together the CMC Group's long-standing experience in passenger transportation and Asterion's infrastructure investment and active asset management capabilities in order to pursue growth and consolidation opportunities across the European mobility sector. The CMC Group has been a significant shareholder in Mobico since 2005 and currently holds approximately 26 per cent. of its issued share capital. With this background, AdL regards the Acquisition as a compelling opportunity to advance its strategy in European passenger transportation, which would benefit passengers, employees and the communities in which the company operates.

The CMC Group and Asterion view Mobico as a high-quality international mobility business with leading positions in essential transport markets, anchored by ALSA's market-leading position in Spain. Mobico benefits from a broad operating footprint, established customer relationships, experienced management teams and a significant proportion of contracted and concession-backed activities. Mobico's performance in recent years has been affected by the level and composition of the Mobico Group's indebtedness. AdL believes it can support Mobico's businesses as part of a larger group, including by combining Mobico with AdL's existing Malta and Cyprus operations, which would improve operational efficiency, geographic diversity and concession-backed profile of the combined group.

The Acquisition would bring together Mobico and AdL's Malta and Cyprus urban bus concession operations under common ownership. The combination is expected to create a larger, more diversified and more concession-focused mobility platform, with increased exposure to predictable, resilient and largely contracted earnings. AdL believes that the regulated and concession-backed cash flows of the Malta and Cyprus operations are complementary to Mobico's existing portfolio and that the combined group would benefit from the stronger asset backing, broader geographic diversification and an enhanced strategic focus on essential transport infrastructure.

AdL intends to build on Mobico's existing initiatives through a long-term ownership model focused on operational improvement, disciplined investment, sustainable cash generation and the transition to lower-carbon mobility.

In addition, AdL intends to support Mobico through a sustainable capital structure, providing the financial flexibility required to invest in the business and pursue long-term, sustainable growth. Following completion of the Acquisition, the Existing Senior Debt will ultimately be refinanced following the expected occurrence of change of control events thereunder (or pursuant to offers of prepayment and redemption made). The refinancing is intended to take the form of a long-term infrastructure-style financing solution likely involving a bank term loan and US private placement notes placed with institutional investors, supplemented by appropriate ancillary facilities.

AdL believes that the development of Mobico will be best served under private ownership, with access to capital and the benefit of a long-term investment approach. This would provide management with greater flexibility to deliver on Mobico's strategic objectives, including more long-term capital allocation decision-making such as around fleet renewal and the transition to lower-carbon mobility and other operational and strategic decisions.

6.            Background to and reasons for the recommendation

Mobico is a leading diversified transport business with operations spanning coach, rail, bus, shuttle and paratransit in Europe, the US, North Africa and the Middle East. The Mobico Independent Directors believe the businesses are high-quality with leading market positions and long-standing public transport authority relationships: in the 15-month period ended 31 March 2026 the Mobico Group won 28 new contracts representing £109 million of annualised revenue and £682 million of total contract value.

For the 15-month period ended 31 March 2026, the Mobico Group reported Adjusted Revenue of approximately £3.42 billion and Adjusted Operating Profit of £231 million, representing growth of 5.9 per cent. and 17.6 per cent., respectively, against the equivalent 15-month period ending 31 March 2025. ALSA delivered another record result, German Rail returned to profitability, and the Mobico Group remains on track to deliver £100 million of annualised cost savings in calendar year 2026 as part of its 'Simplify for Success' cost programme launched in 2025.

The Mobico Independent Directors accordingly regard the Mobico Group's underlying businesses as capable of generating attractive returns under an appropriate capital structure. They have, however, long recognised that the value available to Mobico Shareholders from a standalone strategy is materially constrained by the level and composition of the Mobico Group's indebtedness, and by the risk attaching to the actions required to address it.

Leverage and balance sheet position

The Mobico Group's reported net debt was £1,134 million at 31 March 2026, down from £1,249 million at 31 December 2024. Notwithstanding that reduction, covenant gearing increased from 2.7x at 31 December 2025 to 2.9x at 31 March 2026 and remains notably above the Mobico Group's medium-term target range of 1.5-2.0x. The Mobico Group is rated B2, Outlook Stable (Moody's) and BB, Outlook Negative (Fitch).

The capital structure also includes the Hybrid. Although the Hybrid may attract partial equity credit and is excluded from reported net debt and covenant gearing, it is an income-bearing claim ranking ahead of ordinary equity, adding to Mobico's overall cost of capital.

Furthermore, the Mobico Group relies on uncommitted credit lines across its operating businesses to fund working capital and support its contracted operations.

The Mobico Group has a number of debt maturities due over the short to medium term, including approximately £230 million of US private placement notes falling due May-June 2027 (the "USPPs"). Meeting these maturities will significantly reduce available liquidity - constraining the Mobico Group's funding access and ability to invest in the operating business. The ability to refinance these maturities, and the terms on which the Mobico Group could do so, will depend on debt and capital markets conditions and investor appetite at the relevant time, and could be materially more expensive than at present, which would in turn further constrain liquidity and operations.

The consequences are, in the view of the Mobico Independent Directors, likely to include:

·    the Mobico Group's debt burden remaining high, absorbing cash flow that would otherwise be available to the business and to Mobico Shareholders;

·    covenant headroom and refinancing risk constraining the level of investment in the businesses, including acquisitions and capital expenditure on new contract mobilisation;

·    the Mobico Independent Directors having no visibility on whether a sustainable distribution policy could resume; and

·    a substantial proportion of enterprise value accruing to holders of debt and hybrid instruments rather than ordinary equity, so that modest changes in trading, foreign exchange, discount rates or legacy liabilities translate into disproportionately large impacts on the equity value.

Uncertainty of a standalone strategy

The Mobico Independent Directors have concluded that any standalone path to an appropriate capital structure would require a combination of continued strategic execution, continued operational restructuring and further disposals. Whilst the Mobico Group has continued to execute portfolio actions, including the agreed sale of its West Midlands bus business, remaining actions carry uncertainty as to achievability, timing and net benefit ultimately realised:

·    Any further material disposals are dependent on securing buyers at acceptable valuations, on timescales necessary to address pending debt maturities, and are subject to execution risks outside the Mobico Group's control. Use of proceeds would be limited to certain specific purposes by the terms of the Mobico Group's financing.

·    Mobico Group's legacy liabilities remain a constraint on the Mobico Group's free cash flow generation, reducing the deleveraging capacity of the business, in the short-term.

·    Further restructuring of the Mobico Group's cost base would involve upfront cash costs, management distraction and delivery risk, with benefits accruing over an extended period.

·    A proportion of Mobico Group profitability is dependent on contracted and concession based businesses subject to periodic competitive retender.

Taken together, the Mobico Independent Directors consider that a standalone strategy would require a holistic refinancing of the Mobico Group's capital structure, which would likely be executed prior to the first USPPs' maturities in May 2027.

While the Mobico Independent Directors remain confident in the fundamental strength and long term viability of the underlying businesses, they recognise that executing such a refinancing would be a complex process, requiring negotiation with a range of stakeholders whilst navigating potentially volatile capital market conditions.

In contrast, they believe that the Acquisition offers immediate value and certainty, eliminating the execution risks inherent in a standalone strategy.

Background to the Acquisition

On 4 August 2026, Mobico received an unsolicited proposal from AdL in respect of a possible cash offer for Mobico at 38 pence per Mobico Share. Following a period of negotiation, AdL submitted a revised proposal at 46 pence per Mobico Share and subsequently the Mobico Independent Directors granted due diligence access to AdL.

Reasons for the recommendation

The Mobico Independent Directors have evaluated the Acquisition having regard to, among other matters: the standalone and realisable value of the Mobico Group's assets; its leverage, its legacy and other liabilities as well as the refinancing risks described above; and the trading history of the Mobico Shares.

The consideration of 46 pence in cash for each Mobico Share represents a significant premium of approximately 89.3 per cent. to the six-month volume weighted average price of 24.3 pence, as at Tuesday 20 October 2026 (being the last Business Day prior to the commencement of the Offer Period) and represents a premium of approximately 93.3 per cent. to the Closing Price of 23.8 pence per Mobico Share on 3 August 2026 (being the last Business Day prior to AdL submitting its first proposal to Mobico's board of directors).

In particular, the Mobico Independent Directors believe that the Acquisition:

·    delivers certain value, in cash, today for an equity stake otherwise highly dependent on the timely completion of a complex, deleveraging, refinancing and operational strategy;

·    reflects a significant premium to prevailing and recent trading levels, at a level the Mobico Independent Directors do not believe would be achievable in the foreseeable future on a standalone basis; and

·    provides the Mobico Group with an owner able to support the business with a more appropriate capital structure and longer investment horizon, to the benefit of employees, customers and transport authority counterparties.

The Mobico Independent Directors have also carefully evaluated AdL's intentions for the Mobico business, management and employees set out in paragraph 10 and, in reaching their recommendation, have taken into account in particular:

·    AdL's recognition of Mobico as a high-quality international mobility business with leading positions in essential transport markets, anchored by ALSA, and its intention to work with the management and employees of Mobico and support Mobico through a long-term ownership model focused on operational improvement, disciplined investment, sustainable cash generation and the development of a focused, concession-led mobility platform;

·    AdL's intention to build upon the Existing Management Strategy - including simplification of the operating model, integration across business lines, continued cost and capital expenditure control, and more consistent monitoring of operational and financial performance - which the Mobico Independent Directors believe to be fundamentally sound;

·    AdL's intention to reinforce Mobico's core contracted and concession-based activities and to continue the strategy of building strong relationships with local, regional and national governments, public transport authorities and other important transport organisations, customers and stakeholders;

·    AdL's intention to pursue a disciplined approach to investment, with a focus on fleet optimisation, including the transition towards lower-carbon vehicles, preventative and planned maintenance, improved fleet and staff-management systems, technology-enabled operational improvements and investments in new or existing contracts where appropriate commercial returns support it - investment which the Mobico Group's current capital structure would otherwise constrain;

·    AdL's intention to maintain Mobico's operating presence in the UK, to support the continued turnaround and integration of UK Coach within ALSA, to develop the Mobico Group's operations in Spain and other attractive markets, and to make no material change to Mobico's principal operating brands; and

·    AdL's recognition of the importance of Mobico's employees, its statement that existing contractual and statutory employment rights, including pension rights, will be fully safeguarded, its intention to maintain employer pension contributions and to make no change to existing arrangements for deficit funding, benefit accrual for existing members or the admission of new members.

Following careful consideration of the above, and having been so advised by BofA Securities as to the financial terms of the Acquisition, the Mobico Independent Directors consider the terms of the Acquisition to be fair and reasonable. In providing its advice, BofA Securities has taken into account the commercial assessments of the Mobico Independent Directors. BofA Securities is providing independent financial advice to the Mobico Independent Directors for the purposes of Rule 3 of the Code.

Accordingly, the Mobico Independent Directors intend unanimously to recommend that Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Mobico Shareholders vote in favour of the Resolutions at the General Meeting, as those Mobico Independent Directors who hold Mobico Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 1,191,255 Mobico Shares, representing approximately 0.2 per cent. of Mobico's issued ordinary share capital as at the Last Practicable Date.

7.            Irrevocable undertakings

As set out above, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement, to accept, or procure the acceptance of, such Takeover Offer) from each Mobico Independent Director holding Mobico Shares in respect of their entire beneficial holdings of Mobico Shares, amounting, in aggregate, to 1,191,255 Mobico Shares (representing, in aggregate, approximately 0.2 per cent. of the Mobico Shares in issue on the Last Practicable Date).

The Mobico Shares held by each of the Non-Voting Scheme Shareholders shall be Scheme Shares and subject to the Scheme but a Non-Voting Scheme Shareholder shall not be entitled to vote (or procure the vote of) any of the Scheme Shares held by them at the Court Meeting. Accordingly, separately to the irrevocable undertakings received by Bidco from the Mobico Independent Directors referred to above, Mobico has received the Non-Voting Scheme Shareholder Undertakings from the Non-Voting Scheme Shareholders in respect of their entire beneficial holdings of Mobico Shares (amounting, in aggregate, to 160,731,982 Mobico Shares and representing, in aggregate, approximately 26.2 per cent. of the Mobico Shares in issue on the Last Practicable Date): (a) to vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer); (b) confirming that they acknowledge and accept that they are not entitled to vote (nor procure any voting) in relation to the Scheme at the Court Meeting (if applicable); (c) not to attend the Court Meeting; and (d) to be bound by the terms of the Scheme.

In total, therefore, irrevocable undertakings have been received in respect of 161,923,237 Mobico Shares (representing, in aggregate, approximately 26.4 per cent. of the Mobico Shares in issue on the Last Practicable Date). Excluding the Mobico Shares relating to the Non-Voting Scheme Shareholder Undertakings, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting with respect to 1,191,255 Mobico Shares (representing, in aggregate, approximately 0.2 per cent. of the Mobico Shares in issue on the Last Practicable Date).

Full details of the irrevocable undertakings referred to above are set out in Appendix III to this Announcement.

8.            Information on Bidco, AdL, the CMC Group and Asterion

Bidco

Bidco has been formed under the laws of England and Wales for the purposes of the Acquisition. It has not traded since its incorporation and has not entered into any obligations other than in connection with the Acquisition. Bidco is a wholly-owned indirect subsidiary of AdL.

AdL

AdL is a company incorporated in Spain and is owned 50.1 per cent. by the CMC Group and 49.9 per cent. by Asterion Fund III, who are acting as joint offerors for the purposes of the Acquisition. AdL was established in 1962 for the purpose of carrying on road transport activities and currently holds urban bus concession assets in Malta and Cyprus. In addition, AdL indirectly holds approximately 53.6 per cent. of the Hybrid notes issued by Mobico which are constituted pursuant to a trust deed dated 26 November 2020.

The CMC Group

The CMC Group is the family office of the Cosmen family, and Mobico's largest shareholder and a long-term investor in Mobico. With a legacy in passenger transport since the 18th century, the Cosmen family became shareholders in ALSA when the two businesses merged in 1960-1961, with José Cosmen Adelaida becoming managing director of ALSA in 1961 and holding a majority stake by 1972. By 2007, ALSA had become the leading passenger road transport operator in Spain, with operations elsewhere in Europe, Africa and Asia. In 2019, it expanded into the Americas with a contract in Puerto Rico. Following the acquisition by the National Express Group of ALSA in 2005, the CMC Group became and remains the largest shareholder in Mobico. Within this context, AdL, which holds the CMC Group's operating bus concession businesses in Malta and Cyprus, also benefits from the CMC Group's extensive experience managing passenger transport businesses.

Asterion

Asterion is an independent investment management firm, founded in 2018 and headquartered in Madrid with an office in London and focused on infrastructure investments in the European mid-market. It manages approximately $10 billion across three infrastructure funds and related co-investment vehicles. Asterion invests in essential infrastructure across the energy, digital, utilities and mobility sectors, using a hands-on industrial and active asset management approach focused on long-term value creation, sustainability and partnership with portfolio companies and other stakeholders. Asterion's latest fund, Asterion Industrial Infra Fund III, FCR., which closed in 2025, has total commitments of €3.4 billion, and Asterion's three funds are classified as Article 8 funds under the Sustainable Finance Disclosure Regulation.

9.            Information on Mobico

Mobico is a leading diversified transport business with operations spanning coach, rail, bus, shuttle and paratransit in Europe, the US, North Africa and the Middle East. It operates services in 40 key cities in 11 countries across the world, providing services to cities, businesses, healthcare and education providers, as well as directly to customers. Mobico is the leading operator for long haul coach transport in both Spain and the UK. It also operates urban bus and transit operations in the US, Spain, the UK, Ireland, Morocco, Portugal, Switzerland, Saudi Arabia and Bahrain, as well as rail operations in Germany. It has approximately 30,000 employees, operates approximately 13,400 vehicles and passengers travelled a combined total of approximately 27 billion kilometres in the 15 month period ending March 2026.

10.          Management, employees, research and development and locations of Mobico

Strategic plans

As set out in paragraph 5, AdL believes that Mobico is a high-quality international mobility business with leading positions in essential transport markets, anchored by ALSA's market-leading position in Spain, and benefits from a broad operating footprint, established customer relationships, experienced management teams and a significant proportion of contracted and concession-backed activities.

AdL intends to work with the management and employees of Mobico and support Mobico through a long-term ownership model focused on operational improvement, disciplined investment, sustainable cash generation and the development of a focused, concession-led mobility platform.

AdL's intention is to build upon the strategic and operational measures already being implemented and currently planned by Mobico, including the simplification of the Mobico Group's operating model, the integration of activities across business lines, continued cost and capital expenditure control, and more consistent monitoring of operational and financial performance (the "Existing Management Strategy").

In particular, AdL intends to reinforce Mobico's core contracted and concession-based activities, including through the combination of Mobico with AdL's existing Malta and Cyprus operations comprising three concessions, with one covering Malta and Gozo and two covering Larnaca and Nicosia (in Cyprus) for the exclusive provision of urban public bus services (the "Mediterraneo Business"). In 2025, the Mediterraneo Business carried approximately 83 million passengers in Malta and 12 million passengers in Cyprus, and operated across approximately 54 million kilometres (in aggregate). The operations of the Mediterraneo Business are predominantly concession-based, with the relevant transport authorities providing substantial contractual revenue support in return for compliance with defined service and quality standards.

AdL intends to apply ALSA's operating capabilities, management expertise and disciplined approach to bidding and contract selection across the wider group. AdL also intends to continue the strategy of building strong relationships with local, regional and national governments, public transport authorities and other important transport organisations, customers and stakeholders, and maintain Mobico's operating presence in the UK and to support the continued turnaround and integration of Mobico's UK Coach business within ALSA. AdL also intends to support the development of Mobico's operations in Spain and other attractive markets, and continued improvement in the performance of underperforming activities.

AdL intends to pursue a disciplined approach to investment, with a focus on fleet optimisation, including the transition towards lower-carbon vehicles, preventative and planned maintenance, improved fleet and staff-management systems, technology-enabled operational improvements and investment in new or existing contracts where supported by appropriate commercial returns.

AdL recognises the value and customer recognition of Mobico's principal operating brands and does not intend to make any material change to those brands as a consequence of the Acquisition.

AdL intends to work with Mobico's management following completion of the Acquisition to determine the detailed implementation of these plans. Any changes affecting employees or business locations would be undertaken following any necessary engagement or consultation with affected employees and their representatives in accordance with applicable law.

Directors and management

AdL attaches great importance to the skills and experience of Mobico's management team and AdL expects, following completion of the Acquisition, to work with the management team on the implementation of the post completion strategy and to identify any necessary changes to the management team to best take Mobico forward under AdL's ownership. Responsibilities and reporting lines may be reviewed as part of the integration and simplification of the combined group.

It is intended that, upon the Scheme becoming Effective, the non-executive directors of Mobico will resign from Mobico's board of directors.

Employees, existing rights and pensions

AdL recognises the importance of Mobico's employees to the success of the business. AdL intends that the existing contractual and statutory employment rights, including pension rights, of Mobico Group management and employees, will be fully safeguarded in accordance with applicable law.

AdL understands that, as part of the Existing Management Strategy, the Mobico Group is in the final stages of implementing its "Simplify for Success" programme, with approximately 80% of the target headcount reduction complete as at the end of September 2026, and is expected to be substantially complete by the end of 2026 prior to the completion of the Acquisition. AdL is supportive of this initiative.

As announced by Mobico on 18 August 2026, Mobico has reached an agreement in principle for the sale of the net assets and operations of its West Midlands bus business to the West Midlands Combined Authority (the "UK Bus Sale"). The UK Bus Sale is separate from the Acquisition and is expected to involve the transfer of the relevant operations, employees and certain pension arrangements and liabilities outside the Mobico Group. AdL understands approximately 4,350 full time employees are expected to transfer to the purchaser on completion of the UK Bus Sale, which is expected to complete by the end of November 2026, prior to the completion of the Acquisition.

AdL envisages that, following the delisting of the Mobico Shares and the re-registration of Mobico as a private limited company, roles in corporate headquarters and support functions, including certain functions relating to Mobico's status as a public listed company, are likely to no longer be needed. The precise number of roles affected and the implementation of these changes will be determined following completion of the Acquisition in consultation with Mobico's management and, where required, appropriate engagement or consultation with affected employees and their representatives and in accordance with applicable law, but redundancies in the Mobico Group as a result of this exercise are not expected to be material.

Following completion of the Acquisition, AdL does not intend to implement material reductions in the number of Mobico Group employees (including as a result of the transition from a listed to a private company as described above) or to make material changes to their conditions of employment or to the balance of skills and functions of the Mobico Group employees.

Subject to any necessary changes to pension contributions in connection with the UK Bus Sale, AdL intends to maintain Mobico's arrangements for employer contributions to its pension arrangements. AdL does not intend to make any change to existing arrangements for the funding of any pension scheme deficit, the accrual of benefits for existing members or the admission of new members.

Incentive arrangements

AdL intends to put in place customary incentivisation arrangements for Mobico's management team following completion of the Acquisition; however, AdL has not entered into, nor had discussions on proposals to enter into, any form of incentivisation arrangements with members of Mobico's management, and will not do so prior to the Scheme becoming Effective.

Headquarters, fixed assets and research and development

AdL intends to support the continued implementation of the Existing Management Strategy, which includes further centralisation of functions within the ALSA business. This has already resulted in certain functions being relocated to Spain, and may result in further headquarter functions being relocated to Spain either prior to or following completion of the Acquisition. Following completion of the Acquisition, other than the potential changes described above in relation to the relocation of certain headquarter functions, AdL does not intend to make any material changes in relation to Mobico's business locations.

AdL does not intend to redeploy any of Mobico's fixed assets as a consequence of the Acquisition, other than in the ordinary course of business or as part of strategic and operational measures already announced or being implemented by Mobico.

AdL has no intention to make any changes to Mobico's research and development functions.

AdL's existing operations

In connection with the implementation of the strategy outlined above, AdL anticipates that resources may be reallocated within AdL itself, which may have a limited impact on the employees within AdL's existing Malta and Cyprus operations. AdL does not anticipate any closure or relocation of its existing material places of business. AdL intends for those operations to form part of the combined mobility platform following completion of the Acquisition.

Trading Facilities

The Mobico Shares are currently listed on the equity shares (commercial companies) category of the Official List and admitted to trading on the Main Market of the London Stock Exchange. As set out in paragraph ‎15, subject to the Scheme becoming Effective, an application will be made to the FCA to cancel the listing of the Mobico Shares on the Official List and to the London Stock Exchange to cancel such admission of Mobico Shares to trading, in each case to take effect on or shortly after the Effective Date.

It is intended that Mobico be re-registered as a private limited company on, or as soon as practicable following, the Effective Date.

No statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

11.          Financing

The cash consideration payable by Bidco to Mobico Shareholders under the terms of the Acquisition will be funded through a combination of: (a) AdL's existing cash resources; and (b) debt provided under the Interim Facilities Agreement.

Santander, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Mobico Shareholders under the terms of the Acquisition.

Prior to the Effective Date, Bidco may put in place alternative financing arrangements to reduce or replace the amount of the cash consideration to be funded through the facilities provided under the Interim Facilities Agreement, provided that the terms of such alternative financing do not impose any additional conditions, or restrictions that would delay or prevent the satisfaction of any of the Conditions or the implementation of the Acquisition. To this end, Bidco has commitments from Banco Santander, S.A., London Branch, Caixabank S.A. and MUFG Bank, Ltd. for longer term third party debt which it expects to be finalised on or prior to the Effective Date, a portion of which may be used to reduce or replace the amount of the cash consideration to be funded through the facilities provided under the Interim Facilities Agreement. Those arrangements also contemplate either the redemption or repayment of the Hybrid following completion of the Acquisition, or, at Bidco's election within 30 days of this Announcement, leaving the Hybrid outstanding, which would result in a reduction of certain of the financing commitments received by Bidco. As at the date of this Announcement, Bidco has made no decision with respect to whether it intends to make this election. Following completion of the Acquisition, the Existing Senior Debt will ultimately be refinanced following the expected occurrence of change of control events thereunder (or pursuant to offers of prepayment and redemption made). The refinancing is intended to take the form of a long-term infrastructure-style financing solution likely involving a bank term loan and US private placement notes placed with institutional investors, supplemented by appropriate ancillary facilities.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12.          Offer-related arrangements

Confidentiality Agreement

On 31 August 2026, AdL and Mobico entered into a Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, AdL has undertaken to: (i) subject to certain exceptions, keep information relating to Mobico and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of (a) the Acquisition becoming Effective (if implemented through the Scheme) or is declared wholly unconditional (if implemented as a Takeover Offer); and (b) 24 months after the date of the Confidentiality Agreement. The Confidentiality Agreement also contains customary no contact provisions and a limited non-solicit in respect of executive and senior management employees from the date of the Confidentiality Agreement until two years (in the case of the no contact) and 12 months (in the case of the non-solicit) after the date of the Confidentiality Agreement. In addition, the Confidentiality Agreement includes certain standstill undertakings on AdL and certain of its concert parties, which cease to apply upon the release of this Announcement.

Co-operation Agreement

On 29 October 2026, each of Bidco, AdL and Mobico entered into a Co-operation Agreement in relation to the Acquisition, pursuant to which, amongst other things, Bidco has undertaken to (and AdL has undertaken to procure that Bidco will): (i) use all reasonable endeavours to satisfy the regulatory conditions and secure the relevant clearances as soon as is reasonably practicable and, in any event, in sufficient time to allow the Effective Date to occur by the Long Stop Date, including offering and implementing any remedies required by a relevant regulatory authority; and (ii) cooperate with Mobico on the conduct of the regulatory clearance process, including providing draft filings and submissions to Mobico for comment, keeping Mobico informed of material developments, and not withdrawing any filing without Mobico's prior written consent.

The Co-operation Agreement will terminate in certain customary circumstances, including but not limited to:

·      if agreed in writing between the parties;

·      if this Announcement is not released via a Regulatory Information Service at or before 8.00am on the date of the Co-operation Agreement (or such later time and date as the parties may agree (and, where required by the Code, the Takeover Panel may approve));

·      upon service of written notice by Bidco to Mobico if the Scheme is not approved at the Court Meeting, the Mobico Resolutions (as defined in the Co-operation Agreement) are not passed, or the Court does not sanction the Scheme, in each case other than where Bidco has effected a Switch (as defined in the Co-operation Agreement) in accordance with the Co-operation Agreement;

·      upon service of written notice by Bidco to Mobico or Mobico to Bidco, if one or more of the following occurs:

o  the Mobico Independent Directors change their recommendation and that recommendation is not reconfirmed or reissued within seven days;

o  a third party (which is not acting in concert with Bidco) announces an offer for Mobico under Rule 2.7 of the Code which completes, becomes effective or is declared or becomes unconditional;

o  any Condition is invoked by Bidco (where the invocation of the relevant Condition is permitted by the Takeover Panel); and/or

o  the Acquisition is, with the permission of the Takeover Panel, withdrawn, terminated or lapses in accordance with its terms prior to the Long Stop Date (other than where such withdrawal, termination or lapse: (i) is as a result of the exercise of Bidco's right to effect a Switch (as defined in the Co-operation Agreement) in accordance with the terms of the Co-operation Agreement; or (ii) is otherwise to be followed within five Business Days (or such later date as Bidco and Mobico agree in writing) by an announcement under Rule 2.7 of the Code made by Bidco or a person acting in concert with Bidco to implement the Acquisition by a different offer or scheme on substantially the same or improved terms for Mobico Shareholders); and

·      unless otherwise agreed by the parties in writing or required by the Takeover Panel, if the Effective Date has not occurred on or before the Long Stop Date.

The Co-operation Agreement also contains customary provisions restricting Bidco's ability to implement the Acquisition by way of a Takeover Offer other than in certain limited circumstances, and an undertaking from AdL that neither AdL nor any member of the Bidco Group (and persons acting in concert with it) will acquire further interests in Mobico Shares or take any other action which would require Bidco to make an offer or offers for any Mobico Shares under the provisions of Rule 9 of the Code for so long as the Co-operation Agreement remains in force.

The Co-operation Agreement also contains provisions that apply in respect of the Mobico Share Plans and certain other employee-related matters.

Clean Team Agreement

On 20 October 2026 Mobico and Bidco entered into a Clean Team Agreement in relation to the Acquisition pursuant to which Mobico may share competitively sensitive information with employees and officers of Bidco and its affiliates, advisers of Bidco and certain finance providers who have been designated as Clean Team Members (as defined in the Clean Team Agreement) for the purposes of: (i) evaluating the synergies expected to result from the Acquisition, valuation, and the preparation of offer documentation and arranging of financing; (ii) carrying out commercial due diligence; (iii) undertaking a preliminary evaluation of regulatory clearance matters, including antitrust, foreign subsidy and foreign investment approvals; (iv) undertaking the relevant regulatory processes including (but not limited to) the preparation of submissions to and responding to questions asked by antitrust, foreign subsidy and foreign investment authorities; and (v) conducting development and integration planning.

Panel Clean Team Agreement

On 13 October 2026, Mobico, Bidco, Freshfields LLP and Latham & Watkins (London) LLP entered into a Panel Clean Team Agreement which sets out the terms on which Mobico may provide certain commercially sensitive information relating to Mobico and its group solely to specified external advisers of Bidco for the purposes of evaluating regulatory clearance matters (including antitrust, foreign subsidies and foreign investment approvals) and undertaking the related regulatory processes.

13.          Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Mobico and the Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right (with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement), to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of Mobico, including the Mobico Shares held by the CMC Group indirectly through its two wholly-owned subsidiaries (EEEL and NEEL), Jorge Cosmen Menéndez-Castañedo and the other Non-Voting Scheme Shareholders. The Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme by no later than 14 days after the Effective Date.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

(a)           approval of the Scheme by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing 75 per cent. in value of the Scheme Shares voted by such holders at the Court Meeting; and

(b)           approval of the Resolutions by the requisite majority of votes cast at the General Meeting (to be held directly after the Court Meeting).

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and Mobico to consent jointly, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Mobico has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances.

Amended Mobico Articles

Any Mobico Shares issued at or before the Scheme Record Time will be subject to the terms of the Scheme. Any Mobico Shares issued after the Scheme Record Time will be subject to the Amended Mobico Articles and will be automatically transferred to Bidco in accordance with the terms of the Amended Mobico Articles.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Mobico Shareholders within 28 days of the date of this Announcement or such later time as may be agreed by the Takeover Panel. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Mobico's website at www.mobicogroup.com/investors/important-disclaimer-offer and on Bidco's website at www.leitamobility.com.

Conditions

In addition to the requirements described above, the Acquisition is also conditional on:

(a)           the receipt of certain regulatory and antitrust approvals, as set out in Appendix I under "Antitrust Approvals"; and

(b)           the other Conditions being satisfied or (where applicable) waived.

The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

The Scheme is currently expected to become Effective during the first half of 2027, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Right to switch to a Takeover Offer

Bidco reserves the right to elect (with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement), to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Mobico not already owned by the Wider AdL Group as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments including without limitation, the inclusion of an acceptance condition set at no more than 75 per cent. of Mobico Shares to which the Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel and subject to the terms of the Co-operation Agreement)), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement. Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Mobico Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding Mobico Shares to which the Takeover Offer relates.

14.          Mobico Share Plans

Participants in the Mobico Share Plans will be contacted concurrently with, or as soon as practicable following, publication of the Scheme Document (or, as the case may be, the Offer Document) regarding the effect of the Acquisition on their rights under the Mobico Share Plans and, where relevant, an appropriate proposal will be made to such participants which reflects their options and awards under the Mobico Share Plans pursuant to Rule 15 of the Code. Further details of the impact of the Acquisition on each of the Mobico Share Plans will be set out in the Scheme Document (or, as the case may be, the Offer Document) and separate letters will be sent to the participants in the Mobico Share Plans.

15.          De-listing and re-registration

It is intended that dealings in Mobico Shares will be suspended on or shortly before the Effective Date at a time to be set out in the Scheme Document or as separately announced following the date of this Announcement.

It is further intended that applications will be made to the London Stock Exchange for the cancellation of admission to trading of Mobico Shares on the Main Market of the London Stock Exchange and to the FCA for the cancellation of the listing of Mobico Shares on the Commercial Companies (Equity Shares) category of the Official List with effect on or shortly after the Effective Date.

It is currently expected that the last day of dealings in Mobico Shares on the Main Market of the London Stock Exchange will be the Business Day following the Sanction Hearing and that no transfers will be registered after 6.00 p.m. on that date.

Upon the Scheme becoming Effective, share certificates in respect of the Mobico Shares will cease to be valid and should be destroyed. In addition, entitlements to Mobico Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Mobico will be re-registered as a private limited company under the relevant provisions of the Companies Act.

16.          Disclosure of interests in Mobico

As at the Last Practicable Date, the following persons acting in concert with Bidco were interested in Mobico Shares:

Name	Status	Number of Mobico Shares	Percentage of Mobico Shares
EEEL	Member of CMC Group	141,258,361	23.0030
NEEL	Member of CMC Group	18,430,795	3.0013
Jorge Cosmen Menéndez-Castañedo	Member of Cosmen family	47,826	0.0078
Jose Luís Álvarez Fernández	CMC Group executive	37,500	0.0061
Emilio Hernaiz Crespo	Director of AdL	172,000	0.0280
Esperanza Pizarro Garcia	Close family member of director of AdL	125,000	0.0204
Javier Valero Perandones	Director of AdL	653,000	0.1063
Carlos Cosmen Fernández	Close family member of director of AdL	2,500	0.0004
Pelayo Cosmen Fernández	Close family member of director of AdL	2,500	0.0004
Eduardo Cosmen Fernández	Close family member of director of AdL	2,500	0.0004

As at the Last Practicable Date, save for the disclosure in this paragraph 16 and the irrevocable undertakings referred to in paragraph 7 above, neither Bidco, its directors, nor so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

(a)           had an interest in, or right to subscribe for, relevant securities of Mobico;

(b)           had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Mobico;

(c)           had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Mobico; or

(d)           had borrowed, lent or entered into any financial collateral arrangements in respect of any Mobico Shares.

Furthermore, save for the disclosure in this paragraph 16 and the irrevocable undertakings described in paragraph 7 above, no arrangement exists between Bidco or Mobico or a person acting in concert with Bidco or Mobico in relation to Mobico Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Mobico Shares which may be an inducement to deal or refrain from dealing in such securities.

17.          Documents available for inspection

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Mobico's website at www.mobicogroup.com/investors/important-disclaimer-offer and on Bidco's website at www.leitamobility.com until the end of the Offer Period:

·          this Announcement;

·          the irrevocable undertakings referred to in paragraph 7;

·          the Confidentiality Agreement;

·          the Co-operation Agreement;

·          the Clean Team Agreement;

·          the Panel Clean Team Agreement;

·          the documents entered into in relation to the financing of the Acquisition referred to in paragraph 11 above; and

·          consent letters from each of Santander, BofA Securities and Berenberg.

Neither the contents of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks is incorporated in, or forms part of, this Announcement.

18.          General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, Mobico Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Santander (as financial adviser to AdL and Bidco), BofA Securities (as financial adviser and joint corporate broker to Mobico) and Berenberg (as joint corporate broker to Mobico) have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains details of the Mobico Profit Forecast. Appendix V contains definitions of certain terms used in this Announcement.

Enquiries:

AdL Javier Carlos Valero Perandones	Tel: [phone]
Bidco Bice Francesca Di Gregorio	Tel: [phone]
Santander (Sole financial adviser to AdL and Bidco) Brian O'Keeffe Oliver Tucker Martin Weltman Xiaoxuan Ma Kirill Ivanov	Tel: [phone]
Estudio de Comunicación (Communications adviser to AdL and Bidco) Juan Francés Felipe Lozano	Tel: [phone]
Camarco (Communications adviser to AdL and Bidco) Billy Clegg Tom Huddart	Tel: [phone]
Mobico Patrick Pittaway Gregor Allan	Tel: [phone]
BofA Securities (Sole financial adviser and joint corporate broker to Mobico) David Lloyd Ed Peel Justin Anstee Geoff Iles Alexander Penney	Tel: [phone]
Headland Consultancy (Communications adviser to Mobico) Matt Denham Henry Wallers	Tel: [phone] [e-mail]

Latham & Watkins (London) LLP is acting as legal adviser to AdL and Bidco.

Freshfields LLP is acting as legal adviser to Mobico.

Berenberg is acting as joint corporate broker to Mobico on the Acquisition.

The person responsible for arranging the release of this Announcement on behalf of Mobico is Gillian Saunderson, Company Secretary.

Important Notices

Banco Santander, S.A. is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulation Authority. Santander is acting exclusively as financial adviser to AdL and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than AdL and Bidco for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this Announcement. Neither Santander, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Santander in connection with this Announcement or any matter referred to herein.

Merrill Lynch International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Mobico and for no one else in connection with the Acquisition and will not be responsible to anyone other than Mobico for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

Joh. Berenberg, Gossler & Co. KG, which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting through its London Branch exclusively for Mobico and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Mobico for providing the protections afforded to clients of Berenberg or for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective partners, directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation or the solicitation of an offer to purchase or subscribe for or otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and accompanying form of acceptance), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of, or to accept, the Acquisition. Any approval, decision, vote or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Mobico Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

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

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

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

This Announcement contains inside information in relation to Mobico for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

Mobico Shareholders should be aware that the Acquisition may have tax consequences that are not described herein. Mobico Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with the consequences of the Acquisition on them.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and such law and/or regulation may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Mobico Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Mobico Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco and Mobico or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would violate the laws of that Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

Notice to US Shareholders

The Acquisition relates to the shares of a company incorporated in England and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including, if such Takeover Offer is extended into the US, section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, Mobico Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. Also, in accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Santander and BofA Securities (and/or certain of each of their affiliates) will each continue to act as an exempt principal trader in Mobico Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of cash consideration by a Mobico Shareholder for the transfer of their Mobico Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws. Each Mobico Shareholder is urged to consult an independent professional adviser regarding the applicable tax consequences of the Acquisition, including under applicable United States, state and local, as well as overseas and other tax laws.

Financial information relating to Mobico included in this Announcement and to be included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.

It may be difficult for a US-based investor to enforce their rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company incorporated under the laws of, and located in, non-US jurisdictions, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the United Kingdom, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement (nor will it do so in respect of the Scheme Document). Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement) may contain certain "forward-looking statements" with respect to AdL, Bidco and/or Mobico. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "forecast", "aim", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies of AdL and/or Bidco and the expansion and growth of Mobico and potential synergies resulting from the Acquisition; and (c) the effect of global economic conditions and governmental regulation on AdL's and/or Mobico's businesses.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These factors include the satisfaction of the Conditions. These forward-looking statements are also based on numerous assumptions regarding present and future strategies and environments. None of AdL, Bidco or Mobico, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to AdL, Bidco or Mobico or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. AdL, Bidco and Mobico assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates or quantified benefits statements

The Mobico Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Mobico Profit Forecast is stated are set out in Appendix IV of this Announcement.

Other than the Mobico Profit Forecast, no statement in this Announcement is intended as a profit forecast or estimate or quantified benefits statement in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Mobico Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Mobico Share.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement, and the documents required to be published under Rule 26 of the Code, will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Mobico's website at www.mobicogroup.com/investors/important-disclaimer-offer and on Bidco's website at www.leitamobility.com by no later than 12 noon on the Business Day following the date of this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Equiniti Limited (the "Registrar") on 0371 384 2030 (or from outside of the United Kingdom, on [phone]) between 8.30 a.m. to 5.30 p.m. Monday to Friday (London time) or by submitting a request in writing to Equiniti Limited at Highdown House, Yeoman Way, Worthing, United Kingdom, BN99 6DA. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Mobico Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Mobico Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mobico may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different paragraphs and/or tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

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

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

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

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

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

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

Long Stop Date

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by no later than the Long Stop Date.

Scheme approval

2.         The Scheme will be subject to the following Conditions:

(a)       

(i)        its approval by a majority in number of Scheme Shareholders who are on the register of members of Mobico at the Voting Record Time and who are present, entitled to vote and voting, whether in person or by proxy, at the Court Meeting (or any adjournment of any such meeting) and who represent 75 per cent. in value of the Mobico Shares voted by those Scheme Shareholders; and

(ii)       the Court Meeting (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as: (A) Bidco and Mobico may agree; or (B) (in a competitive situation) as may be specified by Bidco with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow);

(b)       

(i)        the passing of the Resolutions by the requisite majority of Mobico Shareholders at the General Meeting (or any adjournment thereof); and

(ii)       the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as: (A) Bidco and Mobico may agree; or (B) (in a competitive situation) as may be specified by Bidco with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow); and

(c)       

(i)        the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco and Mobico); and

(ii)       the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as: (A) Bidco and Mobico may agree; or (B) (in a competitive situation) as may be specified by Bidco with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow).

3.         In addition, except as stated in Part B below and subject to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Antitrust Approvals

EU

(a)        in so far as the Acquisition constitutes a concentration subject to appraisal by the European Commission under Council Regulation (EC) No 139/2004 (the "EU Merger Regulation"), the European Commission adopting, and notifying to the parties, or having been deemed under the EU Merger Regulation to have adopted, without the referral of all or any part of the Acquisition to the competent authorities of any EU Member State or EFTA State, all decisions and approvals necessary to allow the Effective Date (and, to the extent relevant, all conditions contained in such decisions and approvals necessary to allow the Effective Date having been satisfied or complied with), and in the event that all or any part of the Acquisition is referred, or is deemed under the EU Merger Regulation or Protocol 24 of the EEA Agreement to have been referred, by the European Commission to the competent authorities of one or more EU Member State or EFTA State, all such competent authorities adopting, or having been deemed under relevant laws to have adopted, all decisions and approvals necessary to allow the Effective Date (and, to the extent relevant, all conditions contained in such decisions and approvals necessary to allow the Effective Date having been satisfied or complied with) or any waiting periods applicable to the Acquisition otherwise having expired or been terminated;

FSR

(b)        in so far as the Acquisition constitutes a concentration subject to appraisal by the European Commission under Regulation (EU) No 2022/2560 (the "FSR"), the European Commission adopting and formally notifying to the parties all decisions and approvals (including closing the preliminary review), necessary to allow the Effective Date (and, to the extent relevant, all conditions or obligations contained in such decisions and approvals necessary to allow the Effective Date having been satisfied or complied with), or where the Acquisition is allowed because the European Commission has not taken a decision within the time limits set forth in the FSR;

United Kingdom

(c)        written confirmation having been received from the UK Competition and Markets Authority ("CMA") that:

(i)        the CMA does not intend to open an investigation into the Acquisition or any matters arising therefrom and/or the CMA has no further questions in relation to the Acquisition or any matters arising therefrom, in response to a briefing paper (or equivalent email) submitted to the CMA's mergers intelligence committee (and the CMA has not since asked further questions in relation to the Acquisition or any matters arising therefrom which remain unresolved at the time all other Conditions have been satisfied);

(ii)       if the CMA decides to open an investigation:

(A)       the Acquisition or any part of it will not be subject to a reference under section 33 of the Enterprise Act 2002;

(B)       the CMA accepting undertakings in lieu of such a reference under section 73 of the Enterprise Act 2002; or

(iii)      following a reference under section 33 of the Enterprise Act 2002, the Acquisition may proceed:

(A)       without any undertakings, conditions or orders; or

(B)       subject to the giving of such undertakings by, or the imposition of such conditions or orders on, Bidco;

United States

(d)        the waiting period (and any extensions thereof, including pursuant to any timing agreements, understandings, or commitments entered into or made with the Department of Justice or the Federal Trade Commission to extend such waiting period) applicable to the consummation of the Acquisition under the Hart-Scott-Rodino Act of 1976, as amended, and the rules and regulations promulgated thereunder shall have expired or been terminated;

KSA

(e)        in so far as the Acquisition contemplated is subject to a mandatory economic concentration filing in the Kingdom of Saudi Arabia (the "KSA"), a filing being submitted to the General Authority for Competition (the "GAC") in the KSA pursuant to the KSA Competition Law issued pursuant to Royal Decree No. M/75 dated 29/06/1440H (corresponding to 06/03/2019G) (as amended from time to time), its Implementing Regulations issued pursuant to GAC Board Resolution No. 337 dated 25/01/1441H (corresponding to 24/09/2019G), and the GAC's Economic Concentration Review Guidelines' latest version dated 16/12/1447H (corresponding to 02/06/2026G), having either:

(i)        received a no-objection letter from the GAC in relation to the Acquisition;

(ii)       exceeded the statutory waiting period set out in the KSA Competition Law and its Implementing Regulations without the GAC having notified the applicant of its decision or otherwise suspended the review period; or

(iii)      received a formal written confirmation from the GAC that the Acquisition does not require notification as an economic concentration to the GAC in accordance with the KSA Competition Law and its Implementing Regulations;

Morocco

(f)        express or tacit clearance of the Acquisition in the terms set out in this Announcement by the Moroccan Competition Council shall have been obtained;

General Third Party approvals

(g)        save as set in respect of Conditions 3(a) to 3(f), no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order (and in each case not having withdrawn the same) which would or might reasonably be expected to (in any case to an extent or in a manner which is materially adverse in the context of the Acquisition or the Wider Mobico Group taken as a whole):

(i)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider AdL Group or by any member of the Wider Mobico Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Mobico Group or any member of the Wider AdL Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any material part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii)       except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider AdL Group or the Wider Mobico Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Mobico Group owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii)      impose any material limitation on, or result in a material delay in, the ability of any member of the Wider AdL Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Mobico or on the ability of any member of the Wider Mobico Group or any member of the Wider AdL Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Mobico Group;

(iv)      result in any member of the Wider Mobico Group or any member of the Wider AdL Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v)       make the Acquisition or its implementation void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise interfere with to a material extent the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment to the terms of the Acquisition;

(vi)      impose any material limitation on, or result in material delay in, the ability of any member of the Wider AdL Group or any member of the Wider Mobico Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider AdL Group and/or the Wider Mobico Group;

(vii)     require any member of the Wider Mobico Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Mobico Group or the Wider AdL Group is a party;

(viii)    require any member of the Wider AdL Group or any member of the Wider Mobico Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider AdL Group or any member of the Wider Mobico Group, which in each such case or together is material and adverse in the context of the Wider Mobico Group taken as a whole, or in the context of the Acquisition; or

(ix)      otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider Mobico Group or any member of the Wider AdL Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Mobico Shares or other securities in, or control or management of, Mobico or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(h)        each Governmental Entity, which regulates or licences any member of the Mobico Group or any other body corporate in which any member of the Mobico Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Mobico Group is required, or any Governmental Entity, whose prior approval of, consent to or non-objection to the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Bidco), and in each case the impact of which would be, or might reasonably be expected to be, materially adverse to the Wider Mobico Group taken as a whole;

Notifications, waiting periods and authorisations

(i)         all material notifications, filings or applications which are necessary or reasonably considered appropriate by Bidco having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any relevant jurisdiction having been complied with, in each case, in respect of the Acquisition and all Authorisations deemed reasonably necessary by Bidco in any relevant jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer having been obtained in a form reasonably satisfactory to Bidco from all appropriate Third Parties and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective or otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case in a way that would be materially adverse to the Wider Mobico Group taken as a whole;

Certain matters arising as a result of any arrangement, agreement, etc.

(j)         except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Mobico Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition would or might reasonably be expected to result in (in each case to an extent or in a manner which is materially adverse in the context of the Wider Mobico Group taken as a whole):

(i)        any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)       the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)      any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being materially adversely modified or affected or any material onerous obligation or liability arising or any material adverse action being terminated, taken or arising thereunder;

(iv)      any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers, other than in the ordinary course of business;

(v)       the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Mobico Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or materially adversely modified or affected or any material onerous obligation or liability arising or any material adverse action being taken thereunder;

(vi)      any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)     any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii)    the financial or trading position or prospects of any such member being materially prejudiced or materially adversely affected; or

(ix)      the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and except as Disclosed no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Mobico Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions (j)(i) to (ix) above, in each case which is or would be materially adverse in the context of the Wider Mobico Group taken as a whole;

Certain events occurring since 31 March 2026

(k)        except as Disclosed, no member of the Wider Mobico Group having since 31 March 2026:

(i)        except for shares issued or transferred out of treasury pursuant to the vesting of awards or the exercise of options under the Mobico Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Mobico Shares out of treasury (except, where relevant, as between Mobico and wholly-owned subsidiaries of Mobico or between the wholly-owned subsidiaries of Mobico);

(ii)       recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution or return of capital (whether payable in cash or otherwise) other than dividends (or other distributions or returns of capital whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Mobico to Mobico or any of its wholly-owned subsidiaries;

(iii)      other than pursuant to the Acquisition (and except for transactions between Mobico and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Mobico and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv)      except for transactions between Mobico and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Mobico and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)       except for transactions between Mobico and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Mobico, issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or, save in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness;

(vi)      entered into or varied any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could reasonably involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business;

(vii)     entered into, materially varied, authorised or proposed entry into or variation of the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Mobico Group, other than in the ordinary course of business consistent with past practice;

(viii)    established any share option scheme, incentive scheme or other benefit in respect of the Wider Mobico Group;

(ix)      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Mobico and wholly-owned subsidiaries of Mobico or between the wholly-owned subsidiaries of Mobico);

(x)       waived, compromised or settled any claim other than in the ordinary course of business;

(xi)      terminated or varied the terms of any agreement or arrangement between any member of the Wider Mobico Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Mobico Group taken as a whole;

(xii)     save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Mobico Group;

(xiii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors by reason of actual or anticipated financial difficulties with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)    (other than in respect of a member of the Wider Mobico Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction or appointed any analogous person in any relevant jurisdiction or had any such person appointed;

(xv)     (except for transactions between Mobico and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Mobico) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)    entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, other than in the ordinary course of business; or

(xvii)   otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (k),

in each case which is materially adverse in the context of the Wider Mobico Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

(l)         except as Disclosed, since 31 March 2026 there having been:

(i)        no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, assets, liabilities, shareholders' equity, financial or trading position or profits of any member of the Wider Mobico Group which is material in the context of the Wider Mobico Group taken as a whole (save as directly resulting from the implementation of the Existing Management Strategy or the UK Bus Sale);

(ii)       no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against, any member of the Wider Mobico Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Mobico Group taken as a whole;

(iii)      no enquiry, review or investigation by any Third Party against or in respect of any member of the Wider Mobico Group (or any person in respect of which any such member has responsibility or liability) having been threatened in writing, announced, implemented or instituted or remaining outstanding against or in respect of any member of the Wider Mobico Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Mobico Group taken as a whole;

(iv)      no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Mobico Group to an extent which is material in the context of the Wider Mobico Group taken as a whole;

(v)       no steps having been taken and no omissions having been made which result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Mobico Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Mobico Group taken as a whole; and

(vi)      no member of the Wider Mobico Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Mobico Group taken as a whole;

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

(m)                   except as Disclosed, Bidco not having discovered that:

(i)        any financial, business or other information concerning the Wider Mobico Group announced publicly and delivered by or on behalf of Mobico through a regulatory news service prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Mobico Group taken as a whole;

(ii)       any member of the Wider Mobico Group, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Mobico Group taken as a whole;

(iii)      any past or present member, director, officer or employee of the Wider Mobico Group, or any other person for whom any such person is liable or responsible, has, in a manner that would cause any member of the Wider Mobico Group to be liable for such actions, not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv)      any past or present member, director, officer or employee of the Wider Mobico Group, or any other person for whom any such person is liable or responsible, has, in a manner that would cause any member of the Wider Mobico Group to be liable for such actions, engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US, UK or EU persons are prohibited from engaging in activities or doing business by US, UK or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the UK or the European Union or any of its member states;

(v)       any asset of any member of the Wider Mobico Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi)      any circumstance has arisen or event has occurred in relation to any intellectual property owned, used or licensed by the Wider Mobico Group, including: (A) any member of the Wider Mobico Group losing its title to any intellectual property or any intellectual property owned by the Wider Mobico Group being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Mobico Group being terminated or varied; or (C) any claim being filed suggesting that any member of the Wider Mobico Group infringed the intellectual property rights of a third party or any member of the Wider Mobico Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Mobico Group taken as a whole; or

(vii)     in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider Mobico Group, in a manner or to an extent which would or might reasonably be expected to cause any member of the Wider Mobico Group to be liable for such actions and is material in the context of the Wider Mobico Group taken as a whole: (A) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (B) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (C) is reasonably likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (A), (B) or (C) which such liability or requirement would be material to the Wider Mobico Group taken as a whole.

Part B: Waiver and invocation of the Conditions

1.         Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part:

(a)        all or any of the Conditions set out in Part A of this Appendix I except Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived; and

(b)        the deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii). If such deadline specified in the relevant Condition is not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition, or agreed with Mobico (or, as the case may be, the Takeover Panel) to extend the relevant deadline.

2.         The Conditions set out in paragraphs 2(a)(i), 2(b)(i) and 3 (inclusive) of Part A of this Appendix I must each be fulfilled or waived (to the extent capable of waiver) by no later than 11.59 p.m. on the date immediately preceding the date of the Sanction Hearing. The Acquisition will lapse if it does not become Effective by the Long Stop Date. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of Conditions 2 or 3 of Part A of this Appendix I by a date earlier than the latest date for the fulfilment or waiver of that Condition specified above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

3.         Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition and/or the Scheme not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.         Conditions 1 and 2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5.         Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

6.         If the Takeover Panel requires Bidco to make an offer or offers for any Mobico Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

7.         Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C: Implementation by way of a Takeover Offer

Bidco reserves the right (with the consent of the Takeover Panel, if required, and subject to the terms of the Co-operation Agreement), to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments for an acquisition being made by way of a Takeover Offer). The acceptance condition would be set at no more than 75 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel and subject to the terms of the Co-operation Agreement).

Part D: Certain further terms of the Acquisition

1.         Bidco reserves the right to implement the Acquisition through any other entity owned by AdL from time to time, provided the implementation of the Acquisition by any such entity would not reasonably be expected to prevent or materially delay the satisfaction of any of the Conditions or otherwise prevent or materially delay the Acquisition.

2.         The Mobico Shares shall be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, payable or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made or paid in each case by reference to a record date falling on or after the Effective Date.

3.         If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend or other distribution or return of capital is authorised, announced, declared, paid or made or becomes payable in respect of Mobico Shares and with a record date on or prior to the Effective Date, Bidco reserves the right to reduce the consideration payable in respect of each Mobico Share by the amount of all or part of such dividend or other distribution or return of capital except where Mobico Shares are or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive such dividend or other distribution or return of capital, provided that, to the extent that such dividend or distribution is cancelled, the consideration shall not be subject to change. If Bidco exercises this right or makes such a reduction in respect of a dividend or other distribution or return of capital, Mobico Shareholders will be entitled to receive and retain that dividend or other distribution or return of capital. Any exercise by Bidco of its rights referred to in this paragraph 3 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

4.         The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Mobico Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5.         Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6.         The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and will be subject to the applicable requirements of, and such further terms as may be required to comply with, the applicable requirements of the FCA, the London Stock Exchange, the Court and the provisions of the Code.

7.         This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the FCA, and the Registrar of Companies.

8.         The consideration payable for the Acquisition will be paid or delivered subject to any deduction or withholding on account of tax that is required by applicable law in any relevant jurisdiction. Except with the Takeover Panel's consent, settlement of the cash consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled as against such Scheme Shareholder and will be effected in the manner described in this Announcement.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

1.         As at the close of business on the Last Practicable Date, Mobico had in issue 614,086,377 ordinary shares of 5 pence each, each carrying one vote.

2.         The ISIN for the Mobico Shares is GB0006215205.

3.         The fully diluted ordinary share capital of Mobico as at the Last Practicable Date is 670,030,891 Mobico Shares and is based on:

(a)        614,086,377 Mobico Shares in issue as at the close of business on the Last Practicable Date; and

(b)        an additional 58,003,308 Mobico Shares that may be issued on or after the date of this Announcement to satisfy the outstanding awards and options under the Mobico Share Plans, less 2,058,794 Mobico Shares held by the Mobico employee benefit trust which can be used to satisfy outstanding awards and options under the Mobico Share Plans.

4.         The value attributed to the entire issued and to be issued ordinary share capital of Mobico is calculated based on the cash consideration payable by Bidco to Scheme Shareholders under the terms of the Acquisition of 46 pence for each Scheme Share, multiplied by 670,030,891.

5.         All percentages of Mobico's issued share capital are stated as at close of business on the Last Practicable Date and are based on the 614,086,377 Mobico Shares in issue as at the close of business on the Last Practicable Date.

6.         The Mobico Group's adjusted EBIT of £198 million extracted from the unaudited results for the 12 months to 31 December 2025.

7.         The implied enterprise value of Mobico is calculated on the basis of:

(a)        the cash consideration payable by BidCo to Scheme Shareholders (as set out in paragraph 4 above); plus

(b)        total enterprise value-to-equity bridge of £2,015 million, comprised of adjusted net financial debt of £1,134 million as at 31 March 2026; Hybrid of £500.0 million; provisions of £285 million and other total adjustments of £97 million for non-controlling interests; investments accounted for using the equity method; and defined benefit pension liabilities.

8.         The multiple of enterprise value to adjusted EBIT is calculated on the basis of the enterprise value (calculated on the basis set out in paragraph 7 above) divided by the adjusted EBIT (as set out in paragraph 6 above).

9.         Unless otherwise stated, financial information relating to Mobico has been extracted from the annual report and accounts of the Mobico Group for the 15 month period ended 31 March 2026 and the trading update for the three month period ended 30 June 2026.

10.       Unless otherwise stated, all prices for Mobico Shares are the relevant Closing Price for the Mobico Shares as at the relevant date.

11.       The Volume Weighted Average Prices are derived from Bloomberg data and have been rounded to the nearest one decimal place.

12.       The exchange rate of EUR1.19445:£1 for the conversion of Euros into pounds sterling has been derived from Bloomberg and is based on the exchange rate as at 5.00 p.m. (London time) on the Last Practicable Date.

13.       Certain figures in this announcement have been subject to rounding adjustments.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Mobico Independent Directors' irrevocable undertakings

The following Mobico Independent Directors have given irrevocable undertakings in respect of the following Mobico Shares beneficially held or controlled by them to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, if the Acquisition is implemented by means of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer):

Name	Number of Mobico Shares in respect of which the undertaking is given	Percentage of Mobico's issued share capital
Francisco Iglesias Campos	380,192	0.0619%
Philip Michael White	656,217	0.1069%
Brian Egan	100,499	0.0164%
Nigel David Pocklington	40,000	0.0065%
Carolyn Ann Flowers	10,000	0.0016%
Ana de Pro Gonzalo	4,347	0.0007%
Enrique Dupuy de Lome Chavarri	0	0%
Total	1,191,255	0.1940%

These irrevocable undertakings also extend to any Mobico Shares acquired by such Mobico Independent Directors as a result of the vesting of awards or the exercise of options under the Mobico Share Plans.

The irrevocable undertakings given by the Mobico Independent Directors will continue to be binding in the event that a higher competing offer is made for Mobico. However, the obligations of the Mobico Independent Directors listed above under the irrevocable undertakings will lapse and cease to have effect:

·    immediately if Bidco announces that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced by Bidco or a person acting in concert with it in accordance with Rule 2.7 of the Code at the same time as, or within five Business Days of, such announcement;

·    immediately if the Scheme or Takeover Offer (as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced by Bidco (or any person acting in concert with it) in accordance with Rule 2.7 of the Code at the same time as, or within five Business Days of, such lapse or withdrawal;

·    if the Scheme or Takeover Offer (as applicable) has not become effective or become unconditional (as applicable) in accordance with the requirements of the Code by 11.59 p.m. on the Long Stop Date (as defined in, or as may be extended in accordance with, this Announcement), provided that the Scheme or Takeover Offer shall not be treated as having failed to become effective or become unconditional as a result of Bidco exercising its right in accordance with the Code to implement the Acquisition by way of a Takeover Offer rather than by way of a Scheme or vice versa, or as a result of any new Scheme or Takeover Offer being announced in accordance with Rule 2.7 of the Code by Bidco or any person acting in concert with it; or

·    on the date on which a competing offer to acquire the entire issued and to be issued share capital of Mobico is made which is declared unconditional or otherwise becomes effective.

Other Mobico Shareholders' irrevocable undertakings

The Non-Voting Scheme Shareholders (which includes Jorge Cosmen Menéndez-Castañedo) have given irrevocable undertakings in respect of the Mobico Shares beneficially held or otherwise controlled by them: (a) to vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if the Acquisition is implemented by means of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) (as applicable); (b) acknowledging and accepting that they shall not be entitled to exercise (nor be entitled to procure the exercise of) any voting rights otherwise attaching to such Mobico Shares in respect of any resolutions proposed at any Court Meeting; (c) not to attend the Court Meeting; and (d) to be bound by the terms of the Scheme:

Name	Number of Mobico Shares	Per cent. of Mobico Shares  in issue
EEEL	141,258,361	23.0030%
NEEL	18,430,795	3.0013%
Jorge Cosmen Menéndez-Castañedo	47,826	0.0078%
Jose Luís Álvarez Fernández	37,500	0.0061%
Emilio Hernaiz Crespo	172,000	0.0280%
Esperanza Pizarro Garcia	125,000	0.0204%
Javier Valero Perandones	653,000	0.1063%
Carlos Cosmen Fernández	2,500	0.0004%
Pelayo Cosmen Fernández	2,500	0.0004%
Eduardo Cosmen Fernández	2,500	0.0004%
Total	160,731,982	26.1742%

The obligations of the Non-Voting Scheme Shareholders listed above under the irrevocable undertakings will lapse and cease to have effect:

·    immediately if Bidco announces that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced by Bidco or a person acting in concert with it in accordance with Rule 2.7 of the Code at the same time as, or within five Business Days of, such announcement;

·    immediately if the Scheme or Takeover Offer (as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced by Bidco (or any person acting in concert with it) in accordance with Rule 2.7 of the Code at the same time as, or within five Business Days of, such lapse or withdrawal;

·    if the Scheme or Takeover Offer (as applicable) has not, in accordance with the requirements of the Code, become effective or become or been declared unconditional prior to the Long Stop Date (as defined in this Announcement); or

·    if any competing offer to acquire control (as defined in the Code) of Mobico is made which becomes or is declared unconditional or otherwise becomes effective.

APPENDIX IV

MOBICO PROFIT FORECAST

Mobico's audited results published on 29 July 2026 in respect of the 15-month period ended 31 March 2026 (the "FY2026 Results") contained the statement set out below in respect of the 12 month period ended 31 December 2026, which, for the purposes of Rule 28.1(c) of the Code, constitutes a profit forecast before the start of the Offer Period (the "Mobico Profit Forecast"). The Mobico Profit Forecast was reconfirmed by Mobico in its Q2 2026 trading update published on 8 September 2026.

·          Adjusted Operating Profit guidance for calendar year 2026 increased from £195 - 210m to £215m - 230m.

Basis of preparation

The Mobico Profit Forecast in respect of the first three months ending 31 March 2026 is based on and consistent with Mobico's audited results for the 15-month period ended 31 March 2026. The Mobico Profit Forecast for the remainder of the period to 31 December 2026 has been compiled on the basis of the assumptions set out below.

The basis of the accounting policies used in the Mobico Profit Forecast is consistent with the existing accounting policies of the Mobico Group, including those which Mobico applied in preparing the FY2026 Results and which it expects to apply in preparing its financial statements for the period ending 31 December 2026. This uses 'Alternative Performance Measures' or other non-International Financial Reporting Standards measures and then reconciles such measures to International Financial Reporting Standards as approved by the International Accounting Standards Board. Adjusted Operating Profit is an Alternative Performance Measure and excludes the adjusting items shown separately in the Mobico Group income statement and described in notes to the accounts.

Assumptions

The Mobico Profit Forecast has been prepared on the basis referred to above and subject to the principal assumptions set out below. The Mobico Profit Forecast is inherently uncertain and there can be no guarantee that any of the assumptions listed below will occur and/or if they do, their effect on the Mobico Group's results of operations, financial condition or financial performance may be material. The Mobico Profit Forecast should be read in this context and construed accordingly.

The Mobico Directors have made the following assumptions in respect of the 12-month period ending 31 December 2026:

Factors outside the influence or control of the Mobico Directors

(a)        no material change in the macroeconomic, political, regulatory, legislative, taxation or fiscal environment in the jurisdictions in which the Mobico Group operates;

(b)        no material change in passenger demand or competitive intensity in the Mobico Group's markets beyond that currently anticipated, including in relation to Mobico's UK Coach business, where increased competition has affected yields and volumes;

(c)        no material change in exchange rates (in particular GBP/EUR and GBP/USD) or interest rates from those assumed in the Mobico Group's budget for the relevant period;

(d)        no material adverse events, including industrial action, service disruption, litigation, regulatory intervention or the loss or termination of a material contract;

(e)        no material adverse events that have a significant impact on the Mobico Group's major partners or suppliers; and

(f)        no material new litigation or regulatory investigations, and no material unexpected developments in any existing litigation or regulatory investigation, each in relation to any of the Mobico Group's operations, products or services.

Factors within the influence or control of the Mobico Directors

(g)        no material change in the existing operational strategy, management or business of the Mobico Group, other than as contemplated by the "Simplify, Strengthen, Succeed" programme;

(h)        completion of the UK Bus Sale in November 2026 on the terms announced on 18 August 2026;

(i)         no other material acquisitions, disposals, restructurings or capital expenditure decisions beyond those currently contemplated;

(j)         no material change in the Mobico Group's accounting policies, dividend policy or capital structure;

(k)        delivery of the contract wins and operational improvements at the run-rate currently anticipated by management; and

(l)         no material adverse change to the Mobico Group's ability to meet customer, supplier and partner needs and expectations based on current practice.

Mobico Directors' confirmation

The Mobico Directors have considered the Mobico Profit Forecast and confirm that it remains valid as at the date of this Announcement, and that it has been properly compiled on the basis of the assumptions stated above and that the basis of accounting used is consistent with Mobico's accounting policies.

APPENDIX V

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

Acquisition	the proposed acquisition by Bidco of the entire issued and to be issued ordinary share capital of Mobico to be effected by means of the Scheme (or by way of a Takeover Offer under certain circumstances described in this Announcement) on the terms and subject to the conditions set out in the Scheme Document and, in either case, where the context requires, any subsequent variation, revision, extension or renewal thereof;
Adjusted Operating Profit	has the meaning given in the annual report and accounts of the Mobico Group for the 15 month period ended 31 March 2026;
Adjusted Revenue	has the meaning given in the annual report and accounts of the Mobico Group for the 15 month period ended 31 March 2026;
AdL	Autobuses de León, S.L.;
ALSA	General Técnica Industrial, S.L.U. and its subsidiaries and subsidiary undertakings;
Amended Mobico Articles	the articles of association of Mobico as at the date of this Announcement, as amended to incorporate provisions requiring, amongst other things, any Mobico Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than to timings and formalities), such proposed amendments to be set out in full in the notice of the General Meeting;
Announcement	this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Asterion	Asterion Industrial Partners;
Asterion Fund III	Asterion Industrial Infra Fund III, FCR, a fund managed by Asterion Industrial Partners SGEIC, S.A.;
Authorisations	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions and approvals;
Bidco	Leita Mobility Limited, a private limited company incorporated and registered in England and Wales with registered number 17487788, the registered office of which is at 1st Floor 40 Queen Street, London, Greater London, United Kingdom, EC4R 1DD;
Bidco Group	AdL and its subsidiaries and subsidiary undertakings from time to time (excluding, for the avoidance of doubt, any member of the Mobico Group);
BofA Securities	Merrill Lynch International;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Clean Team Agreement	the clean team agreement entered into between Bidco and Mobico on 20 October 2026;
Closing Price	the closing middle market quotation for a Mobico Share as derived from the Daily Official List on that day;
CMC Group	Cofinex S.L. and its subsidiaries and subsidiary undertakings (excluding any member of the Bidco Group or the Mobico Group);
Code	the City Code on Takeovers and Mergers;
Companies Act	the UK Companies Act 2006, as amended from time to time;
Conditions	the conditions to the Acquisition, which are set out in Appendix I to this Announcement and to be set out in the Scheme Document, each being a "Condition";
Confidentiality Agreement	the confidentiality agreement dated 31 August 2026 between AdL and Mobico;
Co-operation Agreement	the co-operation agreement dated 29 October 2026 between Bidco, AdL and Mobico;
Court	the High Court of Justice of England and Wales;
Court Meeting	the meeting or meetings of Voting Scheme Shareholders to be convened by an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purposes of considering, and if thought fit, approving the Scheme (with or without amendment) and any adjournment, postponement or reconvention thereof;
Court Order	the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations);
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Disclosed	the information which has been fairly disclosed: (a) by or on behalf of Mobico to Bidco or any other member of the Wider AdL Group (or their respective officers, employees, agents or advisers) on or before the date of this Announcement; (b) in the annual report and accounts of the Mobico Group for the 15 month period ended 31 March 2026; (c) in the trading update for the three month period ended 30 June 2026; (d) in filings made with the Registrar of Companies and appearing on Mobico's file at Companies House within the two years ending on the date of this Announcement; (e) in a public announcement to a regulatory news service made by Mobico prior to the date of this Announcement; or (f) in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
EDBP	the National Express Group PLC Executive Deferred Bonus Plan adopted by Mobico's board of directors on 10 March 2009, as amended from time to time;
EEEL	European Express Enterprises Limited;
Effective	in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which the Acquisition becomes Effective;
Excluded Shares	Mobico Shares which, at the relevant time are: (a) registered in the name of or beneficially owned by Bidco or any member of the Wider AdL Group (or their respective nominee(s)); or (b) held in treasury by Mobico;
Existing Management Strategy	the strategic and operational measures already being implemented and currently planned by Mobico, including the simplification of the Mobico Group's operating model, the integration of activities across business lines, continued cost and capital expenditure control, and more consistent monitoring of operational and financial performance;
Existing Senior Debt	Mobico's outstanding: (i) £600 million revolving credit facilities; (ii) £250 million senior notes due 2028 and EUR500 million senior notes due 2031; and (iii) approximately £405 million of US private placement notes;
FCA	the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy	the forms of proxy in connection with the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
FSMA	the Financial Services and Markets Act 2000, as amended from time to time;
FY2026 Results	the audited results of Mobico published on 29 July 2026 in respect of the 15-month period ended 31 March 2026;
General Meeting	the general meeting of Mobico Shareholders to be convened for the purpose of considering, and, if thought fit, approving the Resolutions, notice of which shall be contained in the Scheme Document and any adjournment, postponement or reconvention thereof;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any minister or instrumentality, subdivision, court or tribunal, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
Hybrid	£500 million perpetual subordinated notes issued by Mobico;
Interim Facilities Agreement	the interim facilities agreement dated on or around the date of this Announcement entered into between the original interim lenders named therein and Bidco as company;
ISIN	International Securities Identification Number;
Last Practicable Date	28 October 2026, being the Business Day immediately prior to the date of this Announcement;
London Stock Exchange	London Stock Exchange Group plc;
Long Stop Date	11:59 p.m. on 29 July 2027 or such later date (if any) as: (a) Bidco and Mobico may agree; (b) (in a competitive situation) as may be specified by Bidco with the consent of the Takeover Panel; or (c) as the Panel may direct under the Note on Section 3 of Appendix 7 to the Code (or, where the Acquisition is implemented by way of a Takeover Offer, as the Panel may consent under Rule 12.1(a)(ii) of the Code), and in each case as the Court may approve (if such Court approval(s) are required);
LTIP 2015	the National Express Group PLC Long-Term Incentive Plan adopted by Mobico's board of directors on 6 May 2015, as amended from time to time;
LTIP 2025	the Mobico Group PLC Long-Term Incentive Plan adopted by Mobico's board of directors on 9 June 2025, as amended from time to time;
LTIPs	the LTIP 2015 and/or LTIP 2025, as applicable;
Mobico	Mobico Group PLC;
Mobico Directors	the directors of Mobico from time to time;
Mobico Group	Mobico and its subsidiaries and subsidiary undertakings;
Mobico Independent Directors	the board of directors of Mobico comprising all of the Mobico Directors, save for Jorge Cosmen Menéndez-Castañedo, each such person a Mobico Independent Director;
Mobico Profit Forecast	has the meaning given in Appendix IV of this Announcement;
Mobico Share Plans	the LTIPs, the EDBP and the WMT LSOS;
Mobico Shareholders	the registered holders of Mobico Shares from time to time;
Mobico Shares	the ordinary shares of 5 pence each in the capital of Mobico from time to time;
NEEL	Northern Express Enterprises Limited;
Non-Voting Scheme Shareholders	each of EEEL, NEEL, Jorge Cosmen Menéndez-Castañedo and the Other CMC Shareholders who are each holders of Scheme Shares from time to time but who shall each not be entitled to exercise (nor procure the exercise of) any voting rights otherwise attaching to those Scheme Shares at the Court Meeting (each a Non-Voting Scheme Shareholder);
Offer Document	in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document (including any form of acceptance) to be sent to (among others) the Mobico Shareholders setting out, among other things, the full terms and conditions of the Takeover Offer, including, as the context requires, any revised or supplementary offer document;
Offer Period	the offer period (as defined by the Code) relating to Mobico which commenced on Wednesday 21 October 2026;
Official List	the official list maintained by the FCA pursuant to Part VI of FSMA;
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Other CMC Shareholders	each of Jose Luís Álvarez Fernández, Emilio Hernaiz Crespo, Esperanza Pizarro Garcia, Javier Valero Perandones, Carlos Cosmen Fernández, Pelayo Cosmen Fernández and Eduardo Cosmen Fernández , who are each registered holders of Mobico Shares;
Panel Clean Team Agreement	the clean team agreement entered into between Bidco, Mobico, Latham & Watkins (London) LLP and Freshfields LLP on 13 October 2026;
Registrar	Equiniti Limited;
Registrar of Companies	the Registrar of Companies in England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
relevant securities	has the same meaning as in the Code;
Resolutions	the resolutions to be proposed at the General Meeting in connection with the adoption of the Amended Mobico Articles and such other matters as may be necessary to implement the Acquisition;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
Sanction Hearing	the hearing of the Court at which the Court Order is sought and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Santander	Banco Santander S.A.;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between Mobico and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which the Court may approve or impose and Mobico and Bidco may agree;
Scheme Document	the document to be sent to (amongst others) Mobico Shareholders containing, amongst other things, the Scheme, the terms and conditions of the Scheme, and the notices convening the Court Meeting and the General Meeting (and including, as the context requires, any revised or supplementary circular);
Scheme Record Time	the time and date to be specified in the Scheme Document;
Scheme Shareholders	the Non-Voting Scheme Shareholders and the Voting Scheme Shareholders;
Scheme Shares	the Mobico Shares:
	(a)     in issue at the date of the Scheme Document; (b)        (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(c)        (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time either on the terms that the original or any subsequent holder thereof is bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,
	in each case other than any Excluded Shares;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Sustainable Finance Disclosure Regulation	Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector;
Takeover Offer	should the Acquisition be implemented by way of a takeover offer (as defined in section 974 of the Companies Act 2006), the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of Mobico and, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
UK Bus Sale	the agreement in principle for the sale of the net assets and operations of Mobico's West Midlands bus business to the West Midlands Combined Authority;
UK Coach	Mobico's UK coach branch, operating under the National Express brand, and providing scheduled coach services within a UK-wide network and operating almost 500 coaches;
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
USPPs	approximately £230 million of US private placement notes falling due May-June 2027;
Volume Weighted Average Price	the volume weighted average of the per share trading prices of Mobico Shares on the London Stock Exchange as reported through Bloomberg;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;
Voting Scheme Shareholders	all holders of Scheme Shares from time to time other than the Non-Voting Scheme Shareholders;
Wider AdL Group	AdL and its other subsidiary undertakings (including Bidco), associated undertakings and any other body corporate, partnership, joint venture or person in which AdL, Bidco and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, the CMC Group, Jorge Cosmen Menéndez-Castañedo and the other Non-Voting Scheme Shareholders, and any of their respective family office or investment holding entities, and any member of the Wider Mobico Group);
Wider Mobico Group	Mobico, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Mobico and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
WMT LSOS	the National Express Group WMT Long Service Option Scheme, as amended from time to time; and
WMT LSOS Options	the options granted under the WMT LSOS.

In this Announcement:

(a)        all times referred to are to London time unless otherwise stated;

(b)       all references to £ or GBP or pound or pence are to the lawful currency of the United Kingdom;

(c)        all references to € or EUR or Euro are to the lawful currency of the member states of the European Union that have adopted the euro as their lawful currency;

(d)       all references to $ or USD or dollar are to the lawful currency of the United States of America;

(e)        references to the singular include the plural and vice versa, unless the context otherwise requires;

(f)        a reference to "includes" shall mean "includes without limitation", and references to "including" and other similar terms shall be construed accordingly;

(g)        "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(h)       all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 

END