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Statement re Possible Offer

In brief · summary, not quotable

Mobico Group PLC has received a non-binding proposal from Autobuses de Leon, S.L. (AdL) for a possible cash offer of 46 pence per share for the entire issued share capital. The Mobico Independent Directors have evaluated the proposal and are minded to recommend it to shareholders, subject to satisfactory agreement on terms and completion of confirmatory due diligence by AdL. AdL, jointly held by CMC Group and Asterion Industrial Partners Fund III, has until November 18, 2026, to announce a firm intention to make an offer. Mobico currently has 614,086,377 ordinary shares in issue and no shares in treasury.

Full announcement

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Following the recent movement in Mobico’s share price, the Mobico Independent Directors([1]) confirm that they have received an approach from Autobuses de Leon, S.L. (“AdL”) regarding a possible cash offer for the entire issued and to be issued share capital of Mobico. Following an initial approach and subsequent period of negotiation between the parties, AdL submitted a non-binding proposal of 46 pence per share in cash (the “Proposal”).

AdL is a company jointly held by CMC Group and Asterion Industrial Partners Fund III, FCR, a fund managed by Asterion Industrial Partners SGEIC, S.A.. CMC Group has been a long-term investor in the Company since its sale of ALSA in 2005, and is the Company’s largest shareholder with a 26% shareholding. Asterion Industrial Partners SGEIC, S.A. is a leading investment management firm headquartered in Madrid, with €8.3bn in assets under management and a track record of investing in mobility businesses.

The Mobico Independent Directors have carefully evaluated the Proposal together with its advisers and considers it to be at a value that it is minded to recommend to Mobico shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on these financial terms and subject to satisfactory agreement of the full terms and conditions of any offer and definitive transaction documentation.

The Mobico Independent Directors have agreed to provide AdL with access to confirmatory due diligence to progress towards the announcement of a firm intention to make an offer.

This announcement does not amount to an announcement of a firm intention to make an offer. There can be no certainty that any firm offer for Mobico will be made. Mobico shareholders are advised to take no action in relation to the Proposal.

A further announcement will be made when appropriate.

In accordance with Rule 2.6(a) of the Code, AdL is required, by not later than 5.00 p.m. (London time) on 18th November 2026 (being 28 days after the date of this announcement), to either announce a firm intention to make an offer for Mobico in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

This announcement is being made with the consent of AdL.

In accordance with Rule 2.5(a) of the Code, AdL reserves the right to make an offer for Mobico at a lower value or on less favourable terms than the Proposal: (i) with the agreement or recommendation of the Mobico Independent Directors; (ii) if a third party announces a firm intention to make an offer for Mobico which, at that date, is of a value less than the value of the Proposal; or (iii) following the announcement by Mobico of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Mobico declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, AdL reserves the right to make an equivalent reduction to the Proposal.

Website publication

Rule 2.9 disclosure

([1]) The Board of Directors of Mobico comprising all of the Mobico Directors other than Jorge Cosmen.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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