WIN.L Regulatory News (WIN)

19 April 2024

LEI 213800Z5WTW8QKOHWQ82

WINCANTON PLC

("Wincanton" or the "Company")

Block Listing Application

An application has been made to the Financial Conduct Authority ("FCA") and the London Stock Exchange ("LSE") for 1,437,048 ordinary shares of 10 pence each in the Company (the "Shares") to be admitted to the Official List of the FCA and admitted to trading on the premium segment of the LSE's main market for listed securities (the "Admission").

The Shares will be issued pursuant to the vesting and exercise of awards for nil consideration under the Wincanton plc Deferred Share Bonus Plan, Wincanton plc Long Term Incentive Plan 2018, Wincanton plc Long Term Incentive Plan 2020 and Wincanton plc Long Term Incentive Plan 2023, in each case, conditional on the sanction by the High Court of Justice in England and Wales (the "Court") of the proposed scheme of arrangement to be made between the Company and its shareholders under Part 26 of the Companies Act 2006 pursuant to which GXO Logistics, Inc. will acquire the entire issued, and to be issued, share capital of the Company (the "Scheme"). As previously announced by the Company, the sanction of the Scheme is expected to be obtained on 25 April 2024 following a hearing before the Court.

When issued, the Shares will rank pari passu with the Company's existing issued shares. It is expected that the Admission will become effective on 23 April 2024. Following the Admission, the Company's issued share capital will comprise 125,980,718 ordinary shares of 10 pence each. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or any change in their interest in the Company, under the FCA's Disclosure and Transparency Rules.

This notification is provided in accordance with paragraph 3.5.5R of the FCA's Listing Rules and paragraph 5.6.1A of the FCA's Disclosure and Transparency Rules.

For further information please contact:

Wincanton plc Tel: +44 1249 710 000

Lyn Colloff, Company Secretary

Company.secretary@wincanton.co.uk

Headland Tel: +44 20 3805 4822

Susanna Voyle/ Henry Wallers

E: wincanton@headlandconsultancy.com

A copy of this announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Wincanton's website at https://www.wincanton.co.uk/investors/.The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.