IMPORTANT DISCLAIMER

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BLACKSTONE REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

You are attempting to enter this Microsite that is designated for the publication of announcements, documents and/or information (together, the “Information”) in connection with the possible offer by one or more investment funds advised by Blackstone Europe LLP or any of its affiliates (“Blackstone”) for Big Yellow Group plc (“Big Yellow”) (the “Offer”) in compliance with the City Code on Takeover and Mergers (the “Code”). The Information contained in this Microsite is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the possible offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located or resident, may affect your rights or responsibilities. Blackstone reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time in whole or in part at the sole discretion of Blackstone.

To allow you to view the Information on this Microsite, you must read this notice in its entirety and then, if you can agree to all matters and make all confirmations set out herein, click “Accept”. If you are unable to agree to all matters and make all confirmations, you should click “Decline” and you will not be able to view the Information on this Microsite.

The Information on this Microsite does not constitute an offer in relation to Big Yellow, or any potential offer by Blackstone for Big Yellow. Any offer from Blackstone in connection with the Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to such an offer should be made solely and only on the basis of the information provided in any such offer documentation.

Overseas Persons

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

As a consequence of legal restrictions, the release, publication or distribution of Information contained on this Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in any Restricted Jurisdiction that renders the accessing of this Microsite or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this Microsite.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this Microsite.

This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

You should not download, mail, forward, transmit or show the Information contained in this Microsite to any person. In particular, you should not download, mail, forward or transmit the Information contained therein to any person located or resident in any Restricted Jurisdiction.

Additional US information

The Offer, if made, will be made for the securities of a company incorporated under the laws of England and Wales and is subject to UK procedural and disclosure requirements that are different from those of the United States (the “US”). Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that 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. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Offer, since Big Yellow and Blackstone are or may be located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. Holders in the US may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Big Yellow, Blackstone and/or their respective affiliates (as appropriate) to subject themselves to the jurisdiction or judgment of a US court.

The Information contained in this Microsite does not constitute an offer of securities for sale in the US. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the US or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the U.S. Securities Exchange Act of 1934 (as amended from time to time, and the rules and regulations promulgated thereunder (the “US Exchange Act”), or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the US.

To the extent permitted by the Code and applicable law, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, you should be aware that Blackstone, or its nominees or brokers (acting as agents), may purchase or arrange to purchase ordinary shares in Big Yellow otherwise than under any offer or scheme related to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market or privately negotiated purchases.  If such purchases or arrangements to purchase are made, they will be made outside the US and will comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Forward Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Blackstone and its respective affiliates (the “Blackstone Entities”) and Big Yellow and its subsidiaries and subsidiary undertakings (the “Big Yellow Subsidiaries”).

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.  Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements.

Forward-looking statements include, among other things, statements concerning the potential exposure of Blackstone and the Blackstone Entities (and/or, as relevant, Big Yellow and the Big Yellow Subsidiaries) to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects.  These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will”, “anticipate” and similar terms and phrases.

Although Blackstone believes that the expectations reflected in such forward-looking statements are reasonable, Blackstone can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could affect the future operations of Blackstone and the Blackstone Entities (and/or, as relevant, Big Yellow and the Big Yellow Subsidiaries) and could cause those results to differ materially from those expressed or implied in the forward-looking statements included in this Microsite. These factors include but are not limited to: (a) currency and interest rate fluctuations (including those from any potential credit rating decline); (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments and changes including regulatory measures addressing climate change and inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions; (h) changes in general economic, business and political conditions, including changes in the financial markets; (i) changes in consumer habits and preferences; (j) the outcome of any litigation; (k) the impact of any acquisitions or similar transactions; (l) conflicts; and (m) natural phenomena such as floods, earthquakes, hurricanes and pandemics. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Blackstone, the Blackstone Entities, Big Yellow or the Big Yellow Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Blackstone, the Blackstone Entities, Big Yellow or the Big Yellow Subsidiaries as appropriate.

Responsibility

In relation to any Offer-related materials accessible on this Microsite, please note any statement of responsibility contained therein.

In relation to any such announcements or other Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by the directors of Blackstone is for the correctness and fairness of its reproduction.

Subject to any continuing obligations under applicable law, the Code or any relevant listing rules, Blackstone expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this Microsite, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Neither the directors of Blackstone nor the Blackstone Entities, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent advisor authorised under the Financial Services and Markets Act 2000 (as amended), or if you are outside the UK from an appropriately authorised financial advisor.

THE DOCUMENTS IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED, SENT OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

In order to view the materials on this Microsite, by clicking “ACCEPT” below, you are making the following confirmations:

  • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this Microsite or parts thereof illegal.
  • I agree that I will not print, download, forward, transfer or distribute (by any means including by electronic transmission) any of the materials included in this Microsite either in whole or in part to any person at any time.
  • I represent and warrant to Blackstone that I intend to access this Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of this notice and I confirm that I am permitted to proceed to this Microsite.

If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.