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

12 June 2025

RECOMMENDED CASH ACQUISITION
OF
Pod point Group Holdings PLC ("Pod Point")
BY
edf ENERGY CUSTOMERS Limited ("EDF")

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Summary

Acquisition terms

Background to and reasons for the Acquisition

Background to and reasons for the recommendation

Recommendation

Irrevocable undertakings and letter of intent

Information relating to EDF

Information relating to Pod Point

Timetable and Conditions

Commenting on the Acquisition, Philippe Commaret, Managing Director of EDF said:

"EDF has a long-standing commitment to electric vehicles and a strong customer offering with one of the most competitive EV tariffs in the market. We aim to strengthen our leading position in EV charging, including through Pod Point. Our offer for Pod Point will allow it to benefit from long-term stability and enhanced operational support providing greater certainty for its customers. We look forward to Pod Point being a full member of the Wider EDF Group.

Electric vehicles offer consumers the chance to save money and carbon. Electrification of transport, heat and industrial processes strengthens Britain's energy security and protects consumers from volatile fossil fuel prices."

Commenting on the Acquisition, Andy Palmer, Chair of Pod Point, said:

"After much careful deliberation and active engagement with EDF, the Board has determined that this offer represents the best value for all Pod Point shareholders, employees and other stakeholders. As a good strategic fit within the EDF Group, we believe it puts Pod Point on the road to a long-term, sustainable future, to the wider benefit of all its stakeholders."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix 3 contains a summary of the irrevocable undertakings and letter of intent received by EDF in relation to this Acquisition. Appendix 4 contains definitions of certain expressions used in this Announcement.

Enquiries:

Clifford Chance LLP is acting as legal adviser to EDF.

Freshfields LLP is acting as legal adviser to Pod Point.

Important notices about financial advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for EDF and no‑one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than EDF for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in or referred to in this Announcement.

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Pod Point securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as Sole Financial Adviser, Sole Rule 3 Adviser and Joint Corporate Broker to Pod Point and no one else in connection with the Acquisition and the matters and arrangements set out in this announcement. Panmure Liberum will not regard any other person as its client in relation to the Acquisition or any other matter or arrangement set out in this announcement and will not be responsible to anyone other than Pod Point for providing the protections afforded to clients of Panmure Liberum, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the Acquisition, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Pod Point and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Pod Point for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives 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 Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.

Inside Information

This Announcement contains inside information as stipulated under the assimilated Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

The person responsible for making this Announcement on behalf of Pod Point is Anita Guernari, Company Secretary.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful.

The Acquisition will be made solely by means of the Scheme Document (or any other document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).

Pod Point will prepare the Scheme Document to be distributed to Pod Point Shareholders at no cost to them. Pod Point and EDF urge Pod Point Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

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 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.

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

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, and the availability of the Acquisition to Pod Point Shareholders who are not resident in the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by EDF or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such Restricted Jurisdiction. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Takeover Code and 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 the United Kingdom. Nothing in this Announcement should be relied on for any other purpose.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US 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 of the US tender offer and proxy solicitation rules.

If, in the future, EDF exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover Offer would be made in the US by EDF and no one else.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, EDF, its dealer manager (and their advisers or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Pod Point other than pursuant to such Takeover Offer before or during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required under UK laws, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the UK in accordance with applicable regulatory requirements, this information will, as applicable, also be made publicly available in the United States.

It may be difficult for US holders of Pod Point Shares to enforce their rights and any claim arising out of the US federal securities laws in connection with the Acquisition, since EDF and Pod Point are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Pod Point Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The financial information included in this Announcement, or that may be included in the Scheme Document, has been, or will have been, prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement, or that may be included in the Scheme Document, has been, or will be, audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Pod Point Shares pursuant to the Acquisition will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Pod Point Shares is urged to consult their independent legal, tax and financial advisers regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by EDF or Pod Point may contain statements about EDF and Pod Point that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of EDF's or Pod Point's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on EDF's or Pod Point's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of EDF and Pod Point about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. These factors include the satisfaction of the Conditions, as well as additional factors such as: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw materials or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in light of such factors. Neither EDF nor Pod Point, nor any of their respective associates or directors, officers 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. Due to such uncertainties and risks, readers 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 any member of the EDF Group or the Pod Point Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

EDF and Pod Point expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or profit estimates or quantified financial benefit statements

No statement in this Announcement is intended as, or is to be construed as, a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Pod Point or EDF for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Pod Point or EDF.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 (i) the offeree company, and (ii) 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 (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day 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 Takeover 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 (i) the offeree company, and (ii) any securities exchange offeror(s), 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 (London time) on the business day 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 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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

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 EDF's website at https://www.edfenergy.com/business-update-edf and on Pod Point's website at https://investors.pod-point.com/firm-offer by no later than 12.00 noon (London time) on the Business Day following the publication of this Announcement.

For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this Announcement.

Electronic Communications

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

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, Pod Point Shareholders, participants in the Pod Point Share Plans and persons with information rights may request a hard copy of this Announcement, free of charge, by contacting Pod Point's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or by calling +44 (0) 371 384 2030. Calls are charged at the standard geographic rate and will vary by provider. If calling from outside the United Kingdom, please ensure the country code is used. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 am to 5.30 pm (London time), Monday to Friday (except public holidays in England and Wales). 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. Such persons may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.

Rounding

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

General

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 advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Takeover Code, the Panel, the London Stock Exchange and the FCA.

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

12 June 2025

RECOMMENDED CASH ACQUISITION
OF
Pod Point Group Holdngs PLC ("Pod Point")
BY
EDF ENERGY CUSTOMERS Limited ("EDF")

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1.         Introduction

The board of EDF and the Independent Pod Point Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Pod Point other than the Pod Point Shares already held by EDF (the "Acquisition"). As at the Latest Practicable Date, EDF held approximately 53 per cent. of the issued share capital of Pod Point. The Acquisition is intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix 1 to this Announcement, and to be set out in the Scheme Document, Pod Point Shareholders will be entitled to receive:

The Acquisition values the share capital of Pod Point at approximately £10.6 million on a fully diluted basis.

The cash value of the offer represents a premium of approximately 24.0 per cent. to the Closing Price of 5.24 pence per Pod Point Share on 23 April 2025, being the last trading day prior to the commencement of the Offer Period.

If, on or after the date of this Announcement and on or prior to the Effective Date, any dividend and/or other distribution and/or return of capital is authorised, announced, declared, made or paid or becomes payable in respect of Pod Point Shares, EDF reserves the right to reduce the cash consideration payable under the Acquisition by an amount equal to all or part of any such dividend and/or other distribution and/or return of capital, in which case Pod Point Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital.

If and to the extent that any such dividend, distribution or return of value is authorised, declared, made or paid or becomes payable on or prior to the Effective Date, and EDF exercises its rights under this paragraph 2 to reduce the consideration payable under the Acquisition, any reference in this Announcement to the Acquisition and the consideration shall be deemed to be a reference to the Acquisition and the consideration respectively as so reduced.

It is expected that the Scheme Document (including details of the Court Meeting and the General Meeting), and the Forms of Proxy accompanying the Scheme Document, will be published as soon as reasonably practicable, and in any event within 28 days of this Announcement (or such later date as the Panel may agree) and the Scheme will become Effective in Q3 2025, subject to the satisfaction or, where permitted, waiver of the Conditions set out in Appendix 1 to this Announcement.

An expected timetable of principal events relating to the Acquisition and further information on the actions to be taken by the Pod Point Shareholders will be provided in the Scheme Document.

3.         Background to and reasons for the Acquisition

EDF has a long-standing commitment to supporting the UK's transition to net zero and has identified the decarbonisation of transport as a strategic priority. EVs will play a central role in this transition and the provision of reliable, accessible, and smart charging infrastructure is essential to accelerating EV adoption across the UK.

Pod Point is one of the UK's leading providers of EV charging solutions, with a well-established brand, broad customer base, and nationwide footprint with strong commercial relationships with leading OEMs, housebuilders, leasing and fleet companies. EDF views EV charging as an integral component of its broader vision for the future of energy services. EDF recognises Pod Point's strength in the EV market, and is supportive of Pod Point's new "Pod Drive" consumer proposition and broader charging solutions strategy, recognising that the success of this strategy still needs to be proven.

Since its initial investment in 2020, EDF has consistently provided both financial and operational support to Pod Point. This includes supporting the business through the challenges of the COVID-19 pandemic, facilitating investment in product development and charger footprint, and working closely with Pod Point's management ahead of its IPO and listing on the London Stock Exchange in 2021. Following Pod Point's IPO, EDF continued to provide support as the company's majority shareholder, actively supporting its long-term growth ambitions to ensure continued access to resources and expertise from within the Wider EDF Group.

EDF has long recognised the potential for value creation stemming from cooperation between Pod Point and EDF. EV charging companies have struggled in the public markets, and since IPO, Pod Point has not performed in line with EDF's expectations given the difficult market conditions. 

An independent Pod Point would require substantial third party financing, which would be highly challenging to obtain given current market conditions. Absent such further financing, Pod Point faces liquidity pressures and it is therefore clear that Pod Point requires a sustainable long term solution that eliminates the risk of financial distress.

EDF believes that Pod Point will be better positioned to pursue its long-term strategic goals as a wholly-owned subsidiary, free from the short-term demands of public equity markets and able to benefit from long-term funding commitments and EDF capabilities in Flex, Public Charging and home energy management. 

By acquiring the Pod Point Shares that it does not already own, EDF will be able to provide Pod Point with long-term stability and enhanced operational support as part of the broader EDF group. This will enable Pod Point to continue investing in charging products, technological innovation, and leading customer service, while accelerating progress towards the UK's decarbonisation targets.

EDF believes that full ownership of Pod Point will also facilitate closer integration with its wider UK energy activities, enabling synergies across residential, commercial, grid flexibility and public charging infrastructure, as well as unlocking opportunities to optimise EV charging with low-carbon and renewable electricity supply.

EDF brings a strong track record as a leading energy company with global expertise in low-carbon generation, infrastructure investment, and customer energy solutions. Its scale, financial strength, and technical capabilities make it the ideal partner to support infrastructure projects such as EV charging networks and the auxiliary services that complement the sector. In addition, EDF's innovative leadership in sustainable projects and grid decarbonisation showcases its ability to act as a highly complementary and stable long-term partner for Pod Point as it seeks to accelerate the provision of charging services in order to support the energy transition across the UK.

As such, EDF considers the offer to be highly attractive to Pod Point's shareholders and delivers the certainty to realise their investment in cash today, in contrast to the material risk and uncertainty associated with securing third party financing for and executing Pod Point's current strategy as a listed company.

4.         Recommendation

The Independent Pod Point Directors[2], who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Pod Point Directors, Panmure Liberum have taken into account the commercial assessments of the Independent Pod Point Directors. Panmure Liberum is providing independent financial advice to the Independent Pod Point Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Pod Point Directors intend to recommend unanimously that Pod Point Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and to vote (or procure votes) in favour of the Pod Point Resolution(s) at the General Meeting (or in the event that the Acquisition is implemented by Takeover Offer, to accept or procure acceptance of such offer) as the Independent Pod Point Directors who hold Pod Point Shares have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of 687,000 Pod Point Shares in total, representing in aggregate approximately 0.4 per cent. of Pod Point's entire issued ordinary share capital as at the Latest Practicable Date.

Rob Guyler, as a non-executive director of Pod Point, is not considered by Pod Point to be independent for the purposes of the Acquisition by virtue of his appointment to the board of Pod Point as a representative of EDF pursuant to the terms of a relationship agreement between Pod Point and EDF dated 3 November 2021. Rob Guyler has not been treated as an Independent Pod Point Director and has not participated in the consideration of the Acquisition by the Independent Pod Point Directors or the decision of the Independent Pod Point Directors to recommend the Scheme or the Takeover Offer (as applicable).

5.         Irrevocable undertakings and letter of intent

Independent Pod Point Directors

EDF has received irrevocable undertakings in respect of 687,000 Pod Point Shares to vote (or procure votes) in favour of the Scheme at the Court Meeting and in favour of the Pod Point Resolution(s) at the General Meeting (or in the event that the Acquisition is implemented by Takeover Offer, to accept or procure acceptance of such offer) from each of the Independent Pod Point Directors who hold Pod Point Shares representing, in aggregate, approximately 0.4 per cent. of Pod Point's entire issued ordinary share capital as at the Latest Practicable Date.

These irrevocable undertakings remain binding if a higher competing offer for Pod Point is made but will cease to be binding in the event the Acquisition is withdrawn or lapses in accordance with its terms and EDF publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition (by way of a Scheme or Takeover Offer or otherwise).

Pod Point Shareholders

In addition to the irrevocable undertakings given by the Independent Pod Point Directors, EDF has also received irrevocable undertakings in respect of 21,916,721 Pod Point Shares to vote (or procure votes) in favour of the Scheme at the Court Meeting and in favour of the Pod Point Resolution(s) at the General Meeting (or in the event that the Acquisition is implemented by Takeover Offer, to accept or procure acceptance of such offer), from the Legal & General Entities representing, in aggregate, approximately 14.0 per cent. of Pod Point's entire issued ordinary share capital as at the Latest Practicable Date.

EDF has also received a non-binding letter of intent from Schroder Investment Management Limited to vote (or procure votes) in favour of the Scheme at the Court Meeting and the Pod Point Resolutions at the General Meeting (or in the event that the Acquisition is implemented by Takeover Offer, to accept or procure acceptance of such offer), in respect of, in aggregate, 6,157,321 Pod Point Shares, representing approximately 3.9 per cent. of the issued ordinary share capital of Pod Point in issue as at the Latest Practicable Date.

EDF has therefore received irrevocable undertakings and a letter of intent in respect of a total of 28,761,042 Pod Point Shares representing, in aggregate, approximately 18.3 per cent. of Pod Point's entire issued ordinary share capital as at the Latest Practicable Date.

Further details of these, and the Independent Pod Point Directors', irrevocable undertakings and letter of intent, including the circumstances in which they may lapse, are set out in Appendix 3 to this Announcement.

6.         Background to and reasons for the recommendation

Pod Point has grown rapidly since its foundation and is a leading brand charge point operator with the largest retail network of over 250,000 charging points in the UK. More recently the Pod Point Group has expanded its international operations launching in Spain. As the market has continued to grow and mature, the Pod Point Group has refined its proposition by entering into the UK's new "Energy Flex" markets in 2023.

However, Pod Point has been consistently cash flow negative throughout its history and as such has been reliant on grant funding and the financial support from EDF as its largest shareholder to execute its business strategy to date.

Despite core strengths of scale, brand, trusted customer relationships, energy flex capabilities and multiple routes to market, the slower-than-expected adoption of EVs, increased competition and the rise of alternative distribution channels has meant that the Pod Point Group has made slower than expected progress towards profitability and net cash generation.

In response, Pod Point has re-branded as "Pod" to provide a platform for a broader range of products over time and has adapted its customer proposition from selling stand-alone charge points to offering a monthly subscription-based charging service, that includes the charger, installation, maintenance, warranty and miles via its "Pod Drive" proposition, which leverages the value of Pod's participation in the Energy Flex markets.

This is expected to substantially increase the scope and attractiveness of Pod - and EV adoption - for drivers, generating recurring revenue to place the business on a sustainable footing.

The Independent Pod Point Directors have a high degree of conviction in the revised strategy, capabilities and potential of Pod Point as a standalone company, but recognise that the Pod Point Group's capital requirement has been exacerbated by the strategic pivot in its business model which requires additional capital to fund the up-front working capital investment.

In February 2025, Pod Point engaged Panmure Liberum to assist in examining a range of strategic and financing options in order to optimise Pod Point's capital structure as Pod Point seeks to pivot to the aforementioned subscription-based and service-led business model.

Pod Point was not able to obtain the funding required to provide long-term security for the operations of the business and to secure the interests of the wider stakeholders of the Pod Point Group prior to the approach from EDF in connection with the Acquisition.

In the absence of the Acquisition, or any alternative funding or strategic options, Pod Point will need to consider, and may be required to take immediate steps to implement, alternatives which seek to protect the interests of its creditors, including financial creditors, commercial counterparties and employees. There can be no guarantee that Pod Point would be able to implement appropriate alternatives in the available timeframe and, in that case, Pod Point would face an uncertain financial future.

The Independent Pod Point Directors believe that there is no present viable alternative likely to produce more value for Pod Point Shareholders than would be available through the Acquisition, and further that the Acquisition represents the only realistic prospect at this time of allowing Pod Point to continue as a going concern.

Accordingly, the Independent Pod Point Directors intend to unanimously recommend the Acquisition.

7.         Information relating to EDF

EDF supports the UK in achieving its net zero ambitions by leading the transition to a cleaner, low emission, electric future and tackling climate change. It is the UK's largest producer of zero carbon electricity and supplies millions of customers with electricity and gas.

EDF supports its business and retail customers on their journey to sustainable energy in areas such as EVs, electricity generation and storage, sale of excess energy and solar panels and heat pump installation. EDF is one of the largest electricity suppliers to British business and a leading supplier of innovative energy solutions that are helping businesses become more energy independent. In addition, the company's energy services business, Dalkia, is one of the largest technical service providers in the UK and Ireland.

EDF is a private limited liability company incorporated in England and Wales and is an indirectly wholly owned subsidiary of EDF S.A.. EDF S.A. Group is the world's largest electricity generator. In the UK, EDF employs around 14,000 people at locations across England, Scotland, Wales and Northern Ireland.

8.         Information relating to Pod Point

Pod Point is a pioneer in the EV charging industry, having launched in 2009 and since demonstrated a consistent track record of innovation in both the EV charging space and more recently in Energy Flex, becoming the first EV charging company to access both the wholesale and capacity markets.

Pod Point is one of the leading providers of EV charging solutions in the UK, with a network of over 250,000 chargers, a highly regarded consumer brand and a broad set of deep commercial relationships with OEMs, housebuilders and leasing and fleet companies.  Pod Point has recently launched a unique consumer offer, "Pod Drive", a subscription-based proposition that provides consumers with cost savings, convenience and choice. "Pod Drive" introduces the operating model of "home charging as a service".

Pod Point is listed on the main market of the London Stock Exchange, employs 335 people (excluding non-executive directors, contractors and through the "Omnipresent" platform) and is headquartered in London. Pod Point's shares have been suspended from listing and trading since 1 May 2025. Pod Point anticipates that the suspension will be lifted once the annual report and accounts for the financial year ended 31 December 2024 are published.

9.         Strategic plans, directors, management, employees, pensions, research and development and locations

EDF's strategic plans for Pod Point

Electric vehicle (EV) charging has been and will continue to be an important component of EDF's customer offering. EDF recognises Pod Point's strength in this market and is supportive of Pod Point's new strategy, comprising a refreshed brand and positioning, and the recently launched "Pod Drive" customer proposition, noting that the success of this strategy still needs to be proven, and that it will be underpinned by the ongoing successful execution of Energy Flex and Recurring Revenues and Cost Out initiatives.

EDF believes it is uniquely placed to support Pod Point in pursuing these strategic goals. EDF also sees the Acquisition bringing opportunities to:

Following the Effective Date, Pod Point will continue to operate as a separate legal entity within EDF's Zero Carbon Homes division, with its own business plans and dedicated management team. This will allow Pod Point to continue to be agile in implementing its strategy and responding to rapidly evolving market conditions.

Prior to this Announcement, and consistent with market practice, whilst EDF has been granted access to Pod Point's senior management for the purpose of confirmatory due diligence, it has not yet had access to sufficiently detailed information to finalise its post-completion integration plans. EDF expects to formulate these specific plans after the Effective Date and following comprehensive consultation with relevant stakeholders.

Accordingly, following the Effective Date, EDF intends to work with Pod Point's management to undertake a detailed evaluation of Pod Point's business (the "Evaluation"). The Evaluation will include, among other things, an assessment of the short and long-term objectives and business plans, the governance and management structure of Pod Point and how to best align them with the existing governance and management arrangements within EDF, and the identification of overlapping functions and offices and areas of cost savings. The Evaluation is expected to be completed within 90 days of the Effective Date.

Employees and management

EDF recognises the importance of the talented management team and employee base within Pod Point, which will have a key role to play in ensuring the success of the Acquisition. EDF believes that the Acquisition will bring together two businesses with similar cultures and values, and will provide the benefits and opportunities of being part of a larger, more diversified group.

EDF anticipates that the Acquisition provides the opportunity to realise cost efficiencies and reduce Pod Point's cost base, which can be achieved through a combination of operating and process efficiency, greater economies of scale, system investment and workforce reductions. EDF anticipates that such workforce reductions are likely to occur in three key areas:

Any workforce changes will be subject to comprehensive planning and engagement with affected employees and their representatives in accordance with applicable law. Wherever appropriate, any headcount reductions will be realised through offering employees redeployment opportunities and/or voluntary redundancies and/or through natural attrition.

Notwithstanding the anticipated reductions in the workforce to reduce Pod Point's costs to more sustainable levels, EDF does not intend to make material changes to the balance of the skills and functions of Pod Point employees in non-overlapping functions. Save as otherwise set out in this paragraph 9, EDF does not intend to make any material changes to the conditions of employment of Pod Point employees, taken as a whole, during the first 12 months following the Effective Date. However, in the longer term, EDF intends to review the terms, conditions and benefits arrangements that apply to Pod Point employees with a view to aligning them with those of EDF employees. Following the Effective Date, the existing contractual and statutory employment rights, including in relation to pensions, of all Pod Point employees will be fully safeguarded in accordance with applicable law.

It is intended that, with effect from the Effective Date, all Pod Point Directors shall resign from their office (and that the non-executive directors be paid in lieu of three months of notice and be available to provide guidance in their respective areas for three months post the Effective Date). They will be replaced by EDF nominated directors.

EDF has not entered into, nor had any discussions regarding, any form of incentive arrangements with any member of Pod Point's management. However, EDF intends to review the terms, conditions and benefits arrangements that apply to Pod Point senior management during the Evaluation with a view to aligning them with those of EDF management. This will include Pod Point senior management being eligible to participate in a new 2025 long-term incentive plan.

Pensions

EDF does not intend to change defined contribution pension rates or member admission / eligibility criteria of Pod Point's defined contribution pension scheme during the first 12 months following the Effective Date. However, in the longer term, EDF intends to explore options to combine or transfer Pod Point's defined contribution pension scheme into EDF's defined contribution pension schemes. Pod Point does not operate a defined benefit pension scheme.

Headquarters, locations and fixed assets

As part of the Evaluation, EDF will consider how it might simplify Pod Point's office footprint. Where there is geographic overlap and a cost reduction opportunity, EDF intends to consolidate the existing offices (including Pod Point's head office in central London) and to relocate Pod Point employees to nearby locations of EDF, subject to any required engagement with affected employees and/or their representatives in accordance with applicable law. Save as set out above, EDF does not intend to change the locations of business of Pod Point or redeploy any of the fixed assets of Pod Point.

Research and development

Pod Point has a software and hardware development function in relation to its EV charging products. EDF intends to review the future of these functions during the Evaluation and assess ways in which they are best integrated with the rest of the EDF Group. This review is separate from the potential headcount reductions of overlapping roles in software development related to electricity charging services, as mentioned in "Employees and management" paragraph above.

Trading facilities

Pod Point Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 14, applications will be made for the cancellation of the listing of Pod Point Shares on the Official List and the cancellation of trading of Pod Point Shares on the London Stock Exchange, in each case with effect from or shortly following the Effective Date, and steps will be taken to re-register Pod Point as a private limited company following the Effective Date.

No post-offer undertakings

None of the statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

10.       Financing

The cash consideration payable by EDF pursuant to the Acquisition will be funded by its existing cash resources.

Barclays, as financial adviser to EDF, is satisfied that sufficient resources are available to EDF to enable it to satisfy in full the cash consideration payable to Pod Point Shareholders under the terms of the Acquisition.

11.       Offer-related arrangements

Cooperation Agreement

EDF and Pod Point entered into the Cooperation Agreement dated on or around the date of this Announcement.

The Cooperation Agreement records EDF's and Pod Point's intention to implement the Acquisition by way of the Scheme, subject to the ability of EDF to proceed by way of a Takeover Offer (subject to the terms of the Cooperation Agreement). 

EDF has also agreed to provide Pod Point with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document.

EDF has the right to terminate the Cooperation Agreement in certain customary circumstances including but not limited to:

The Cooperation Agreement also contains provisions that will apply in respect of the Pod Point Share Plans and certain other employee incentive arrangements.

12.       Pod Point Share Plans

Participants in the Pod Point Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Pod Point Share Plans.

The Acquisition will extend to any Pod Point Shares which are unconditionally allotted and issued (including pursuant to the Pod Point Share Plans) before the Scheme Record Time. Any Pod Point Shares allotted and issued after the Scheme Record Time will, subject to the Scheme becoming Effective and the proposed amendments to the Pod Point Articles being approved at the General Meeting, be immediately transferred to EDF in exchange for the same consideration as Pod Point Shareholders will be entitled to receive under the Scheme. Further details of the impact of the Scheme on Pod Point Share Plans will be included in the Scheme Document and in communications to participants in the Pod Point Share Plans.

13.       Structure of the Acquisition

Structure and mechanism

It is intended that the Acquisition will be implemented by means of a Court-approved scheme of arrangement between Pod Point and the Scheme Shareholders under Part 26 of the Companies Act. EDF reserves the right to elect to effect the Acquisition by way of a Takeover Offer (subject to the consent of the Panel and the terms of the Cooperation Agreement).

The purpose of the Scheme is to provide for EDF to become the holder of the entire issued and to be issued ordinary share capital of Pod Point, including the Pod Point Shares already owned by EDF. This is to be achieved by the transfer of the Scheme Shares to EDF, in consideration for which Scheme Shareholders will receive 6.5 pence for each Scheme Share held at the Scheme Record Time to be effected pursuant to the Scheme.

The consideration payable under the Acquisition will be despatched to Scheme Shareholders within 14 days of the Effective Date.

Conditions to the Acquisition

The Acquisition is subject to the Conditions, certain further terms referred to in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document (or, if the Acquisition is implemented by means of a Takeover Offer, the Offer Document), and will only become Effective if, among other things, the following events occur on or before the Long Stop Date:

The Conditions in paragraphs 1 and 2 of Part A of Appendix 1 to this Announcement provide that the Scheme will lapse if:

The Scheme will also lapse if any member of the Wider Pod Point Group takes steps or has steps taken against them for their winding-up or for the commencement of any other insolvency related process (except where the steps or corporate action have been taken, or legal proceedings commenced or threatened, by any member of the Wider EDF Group).

Effect of the Scheme and publication of the Scheme Document

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); (ii) entitlements to Pod Point Shares held within the CREST system will be cancelled; and (iii) share certificates in respect of Pod Point Shares will cease to be valid.

Any Pod Point Shares (other than any Excluded Shares) issued before the Scheme Record Time will be subject to the terms of the Scheme. The Pod Point Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Pod Point Articles be amended to incorporate provisions requiring any Pod Point Shares issued after the Scheme Record Time (other than to EDF and/or its nominees) to be automatically transferred to EDF (and, where applicable, for the consideration for such Pod Point Shares to be paid to the original recipient of the Pod Point Shares so issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Pod Point Articles (as amended) will avoid any person (other than EDF and its nominees) holding shares in the capital of Pod Point after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Court hearing to sanction the Scheme, together with notices of the Court Meeting and General Meeting, will be set out in the Scheme Document, which, together with the associated Forms of Proxy, will be made available to Pod Point Shareholders as soon as reasonably practicable, and in any event within 28 days of this Announcement (or on such later date as the Panel may agree and, if required, the Court may approve), and the meetings are expected to be held shortly thereafter. The General Meeting is expected to be held immediately after the Court Meeting.

The Scheme will be governed by English law and is subject to the jurisdiction of the Court. The Scheme will also be subject to the applicable requirements of the Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and the Financial Conduct Authority.

14.       De-listing and re-registration

Prior to the Scheme becoming Effective, it is intended that applications will be made to the London Stock Exchange to cancel trading in Pod Point Shares on its main market for listed securities and to the FCA to cancel the listing of the Pod Point Shares from the Official List, in each case with effect from or shortly following the Effective Date. The last day of dealings in, and registration of transfers of, Pod Point Shares on the main market of the London Stock Exchange is expected to be the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of Pod Point Shares will cease to be valid and entitlements to Pod Point Shares held within the CREST system will be cancelled. Pod Point Shareholders shall be required to return share certificates to Pod Point or destroy them following the Effective Date.

It is also proposed that, following the Effective Date and after its shares are delisted, Pod Point will be re-registered as a private limited company under the relevant provisions of the Companies Act.

15.       Disclosure of interests in Pod Point

As at the close of business on the Latest Practicable Date, EDF and those persons acting in concert (within the meaning of the Takeover Code) with it had the following beneficial interests in Pod Point securities:

Save for the details above and the irrevocable undertakings and letter of intent referred to in paragraph 5 of this Announcement, as at the Latest Practicable Date, neither EDF, nor any of its directors, nor, so far as EDF is aware, any person acting in concert (within the meaning of the Takeover Code) with any of them for the purposes of the Acquisition had:

(i)         any interest in or right to subscribe for any relevant securities of Pod Point;

(ii)        any short positions in respect of relevant securities of Pod Point (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;

(iii)       borrowed or lent any relevant securities of Pod Point (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code), save for any borrowed relevant securities of Pod Point which had been either on-lent or sold; or

(iv)       entered into any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Takeover Code in relation to Pod Point Shares or in relation to any securities convertible or exchangeable into Pod Point Shares.

"Interests in securities" for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

16.       General

EDF reserves the right to elect (subject to the consent of the Panel and the terms of the Cooperation Agreement), to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Pod Point as an alternative to the Scheme.

In such event, the Acquisition will (unless otherwise consented to by Pod Point or required by the Panel) be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to the terms of the Cooperation Agreement and appropriate amendments to reflect, among other things, the change in method effecting the Acquisition (including, without limitation) inclusion of an acceptance condition set at 75 per cent. of the Pod Point Shares (or such other percentage as EDF may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Pod Point Shares), the inclusion of a long-stop date on which the Takeover Offer will cease to proceed, will lapse or will be withdrawn in certain circumstances, and those amendments required by, or deemed appropriate by, EDF under applicable law.

If such Takeover Offer is made and becomes or is declared unconditional and EDF has (a) by virtue of its shareholding and acceptances of its Takeover Offer acquired, or agreed to acquire, issued share capital carrying at least 75 per cent. of the voting rights of Pod Point, and (b) has obtained acceptances of its Takeover Offer or acquired or agreed to acquire shares from Independent Shareholders that represent a majority of the voting rights held by the Independent Shareholders on the date of this Announcement, EDF intends to procure the making of applications by Pod Point to the London Stock Exchange to cancel trading in Pod Point Shares on its main market for listed securities and to the FCA to cancel the listing of the Pod Point Shares from the Official List, which will take effect no earlier than 20 Business Days following the Takeover Offer becoming or being declared unconditional.

Furthermore, if such Takeover Offer is made and sufficient acceptances of such Takeover Offer are received, when aggregated with Pod Point Shares otherwise acquired by EDF (if any), it is the intention of EDF to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding Pod Point Shares to which such Takeover Offer relates.

The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document in due course. The sources and bases of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and letter of intent given in relation to the Acquisition is contained in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

Barclays, Panmure Liberum and Canaccord Genuity 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.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. Pod Point Shareholders are advised to read carefully the Scheme Document and Forms of Proxy once they have been dispatched.

The availability of the Acquisition to Pod Point Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Pod Point Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

17.       Documents available on website

Copies of the following documents will be made available promptly on EDF's and Pod Point's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at https://www.edfenergy.com/business-update-edf and https://investors.pod-point.com/firm-offer respectively, and in any event by no later than 12.00 pm (London time) on the Business Day following the date of this Announcement and will remain so available until the end of the Acquisition:

The contents of the websites referred to in this Announcement and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this Announcement.

Enquiries:

Clifford Chance LLP is acting as legal adviser to EDF.

Freshfields LLP is acting as legal adviser to Pod Point.

Important notices about financial advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for EDF and no‑one else in connection with the matters described in this Announcement and will not be responsible to anyone other than EDF for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in or referred to in this Announcement.

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Pod Point securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as Sole Financial Adviser, Sole Rule 3 Adviser and Joint Corporate Broker to Pod Point and no one else in connection with the Acquisition and the matters and arrangements set out in this announcement. Panmure Liberum will not regard any other person as its client in relation to the Acquisition or any other matter or arrangement set out in this announcement and will not be responsible to anyone other than Pod Point for providing the protections afforded to clients of Panmure Liberum, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the Acquisition, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Pod Point and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Pod Point for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives 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 Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.

Inside Information

This Announcement contains inside information as stipulated under the assimilated Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

The person responsible for making this Announcement on behalf of Pod Point is Anita Guernari, Company Secretary.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful.

The Acquisition will be made solely by means of the Scheme Document (or any other document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).

Pod Point will prepare the Scheme Document to be distributed to Pod Point Shareholders at no cost to them. Pod Point and EDF urge Pod Point Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

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 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.

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

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, and the availability of the Acquisition to Pod Point Shareholders who are not resident in the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by EDF or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such Restricted Jurisdiction. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Takeover Code and 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 the United Kingdom. Nothing in this Announcement should be relied on for any other purpose.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US 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 of the US tender offer and proxy solicitation rules.

If, in the future, EDF exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover Offer would be made in the US by EDF and no one else.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, EDF, its dealer manager (and their advisers or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Pod Point other than pursuant to such Takeover Offer before or during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required under UK laws, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the UK in accordance with applicable regulatory requirements, this information will, as applicable, also be made publicly available in the United States.

It may be difficult for US holders of Pod Point Shares to enforce their rights and any claim arising out of the US federal securities laws in connection with the Acquisition, since EDF and Pod Point are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Pod Point Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The financial information included in this Announcement, or that may be included in the Scheme Document, has been, or will have been, prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement, or that may be included in the Scheme Document, has been, or will be, audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Pod Point Shares pursuant to the Acquisition will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Pod Point Shares is urged to consult their independent legal, tax and financial advisers regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by EDF or Pod Point may contain statements about EDF and Pod Point that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of EDF's or Pod Point's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on EDF's or Pod Point's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of EDF and Pod Point about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. These factors include the satisfaction of the Conditions, as well as additional factors such as: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw materials or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in light of such factors. Neither EDF nor Pod Point, nor any of their respective associates or directors, officers 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. Due to such uncertainties and risks, readers 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 any member of the EDF Group or the Pod Point Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

EDF and Pod Point expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or profit estimates or quantified financial benefit statements

No statement in this Announcement is intended as, or is to be construed as, a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Pod Point or EDF for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Pod Point or EDF.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 (i) the offeree company, and (ii) 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 (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day 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 Takeover 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 (i) the offeree company, and (ii) any securities exchange offeror(s), 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 (London time) on the business day 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 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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

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 EDF's website at https://www.edfenergy.com/business-update-edf and on Pod Point's website at https://investors.pod-point.com/firm-offer by no later than 12.00 noon (London time) on the Business Day following the publication of this Announcement.

For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this Announcement.

Electronic Communications

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

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, Pod Point Shareholders, participants in the Pod Point Share Plans and persons with information rights may request a hard copy of this Announcement, free of charge, by contacting Pod Point's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or by calling +44 (0)371 384 2030. If calling from outside the United Kingdom, please ensure the country code is used. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 am to 5.30 pm (London time), Monday to Friday (except public holidays in England and Wales). 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. Such persons may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.

Rounding

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

General

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 advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Takeover Code, the Panel, the London Stock Exchange and the FCA.

Appendix 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

Long Stop Date

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by not later than the Long Stop Date.

Statutory Conditions

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

(a)        (i) its approval by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and who represent not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and (ii) such Court Meeting and any such separate class meeting (or any adjournment thereof) being held on or before the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any (a) as EDF and Pod Point may agree or (b) (in a competitive situation) as may be specified by EDF with the consent of the Panel, and in each case that (if so required) the Court may allow);

(b)        (i) the Pod Point Resolution(s) being duly passed by the requisite majority or majorities of Pod Point Shareholders at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before the 22^nd day after the expected date of such meeting to be set out in the Scheme Document in due course (or such later date, if any (a) as EDF and Pod Point may agree or (b) (in a competitive situation) as may be specified by EDF with the consent of the Panel, and in each case that (if so required) the Court may allow);

(c)        (i) the sanction of the Scheme by the Court (with or without modification, but subject to any such modification being on terms acceptable to Pod Point and EDF) and the delivery of a copy of the Court Order to the Registrar of Companies; and (ii) the Court hearing to sanction the Scheme being held on or before the 22^nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date, if any (a) as EDF and Pod Point may agree or (b) (in a competitive situation) as may be specified by EDF with the consent of the Panel, and in each case that (if so required) the Court may allow).

General Conditions

3.         In addition, subject as stated in Part B below, and to the requirements of the Panel, EDF and Pod Point have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Insolvency condition

(a)        no steps or corporate action have been taken, or legal proceedings commenced or threatened, by or against a member of the Wider Pod Point Group, for its winding-up (including, but not limited to, the submission of a winding-up petition), dissolution, insolvency or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), or for the granting of any moratorium of any of its indebtedness, or for its entry into any compromise, arrangement or composition for the benefit of its creditors or members (other than the Scheme), or for the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, trustee or similar officer of it or any material part of its assets (or any analogous proceedings or appointment in any overseas jurisdiction), provided that this condition will not apply if the steps or corporate action have been taken, or legal proceedings commenced or threatened by, any member of the Wider EDF Group;

Other third party clearances

(b)        no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), 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 in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)         require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider EDF Group or by any member of the Wider Pod Point Group of all or any part of its businesses, assets or property (including, shares or other securities (or equivalent)) or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider EDF Group or the Wider Pod Point Group, in either case taken as a whole;

(ii)        require any member of the Wider EDF Group or the Wider Pod Point Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Pod Point Group or the Wider EDF Group or any asset owned by any third party (other than in the implementation of the Acquisition, or, if applicable, pursuant to sections 974 to 991 of the Companies Act), which is material in the context of the Wider EDF Group or the Wider Pod Point Group, in either case taken as a whole;

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

(iv)       otherwise materially adversely affect any or all of the business, assets, profits, or prospects of the Wider Pod Point Group or the Wider EDF Group taken as a whole;

(v)        result in any member of the Wider Pod Point Group or any member of the Wider EDF Group ceasing to be able to carry on business under any name under which it presently carries on business, to an extent which is material in the context of the Wider EDF Group or the Wider Pod Point Group, in either case taken as a whole;

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

(vii)      impose any material limitation on or result in any material delay in the ability of any member of the Wider EDF Group or any member of the Wider Pod Point 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 EDF Group and/or the Wider Pod Point Group in a manner which is materially adverse in the context of the Wider EDF Group or Wider Pod Point Group, in either case taken as a whole,

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 jurisdiction in respect of the Acquisition or the acquisition of any Pod Point Shares or otherwise intervene having expired, lapsed or been terminated;

(c)        all filings, applications and/or notifications which are necessary or considered appropriate by EDF (acting reasonably) having been made in connection with the Acquisition and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the carrying on by any member of the Wider Pod Point Group of a material part of its business;

(d)       all necessary Authorisations for the proposed acquisition of any shares or other securities in, or control of, Pod Point by any member of the Wider EDF Group having been obtained in terms and in a form reasonably satisfactory to EDF from all necessary Third Parties or persons with whom any member of the Wider Pod Point Group has entered into contractual arrangements, and all such Authorisations, together with all Authorisations which are necessary or appropriate to carry on the business of any member of the Wider Pod Point Group, remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

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

(e)        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 Pod Point Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or because of a change in the control or management of any member of the Wider Pod Point Group or otherwise, would reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Pod Point Group as a whole:

(i)         any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any member of the Wider Pod Point Group 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 rights, liabilities, obligations, interests or business of any member of the Wider Pod Point Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Pod Point Group in or with any other person or body or firm or company (or any agreement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any action being taken thereunder;

(iii)       any member of the Wider Pod Point Group ceasing to be able to carry on business under any name under which it presently carries on business, to an extent which is material in the context of the Wider Pod Point Group taken as a whole;

(iv)       any assets or interests of any member of the Wider Pod Point Group being or failing to be disposed of or charged or ceasing to be available to any such member 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 member of the Wider Pod Point Group otherwise than in the ordinary course of business;

(v)        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 any member of the Wider Pod Point Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi)       the business, assets, profits, value of, or the financial or trading position or prospects of, any member of the Wider Pod Point Group being prejudiced or adversely affected;

(vii)      the creation or acceleration of any liability (actual or contingent) by any member of the Wider Pod Point Group, other than trade creditors or other liabilities incurred in the ordinary course of business;

(viii)     any liability of any member of the Wider Pod Point Group 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; or

(ix)       any requirement of any member of the Wider Pod Point Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and, 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 Pod Point Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or would reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(e)(i) to 3(e)(viii) in each case to an extent or in a manner which is material in the context of the Wider Pod Point Group taken as a whole;

Certain events occurring since 31 December 2024

(f)        except as Disclosed, no member of the Wider Pod Point Group having since 31 December 2024:

(i)         save as between Pod Point and its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for the issue of Pod Point Shares on the exercise of options and the vesting of awards under the Pod Point 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 Pod Point Shares out of treasury;

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

(iii)       other than pursuant to the Acquisition (and except for transactions between Pod Point and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Pod Point 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 offer or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, in each case to an extent which is material in the context of the Wider Pod Point Group taken as a whole;

(iv)       except for transactions between Pod Point and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Pod Point and except for 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 asset or authorised, proposed or announced any intention to do so to an extent which, in each case, is material in the context of the Wider Pod Point Group taken as a whole;

(v)        except for transactions between Pod Point and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Pod Point issued, authorised, made or proposed or announced an intention to issue, authorise or make any change in or to the terms of any debentures or loan capital or become subject to any contingent liability or incurred or increased any indebtedness to an extent which, in each case, is material in the context of the Wider Pod Point Group taken as a whole;

(vi)       entered into any licence or other disposal of intellectual property rights of any member of the Wider Pod Point Group, which are material in the context of the Wider Pod Point Group taken as a whole and outside of the ordinary course of business;

(vii)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which in any such case, is material in the context of the Pod Point Group, or which is or is reasonably expected to be materially restrictive on the business of any member of the Wider Pod Point Group to an extent which, in each case, is material in the context of the Wider Pod Point Group taken as a whole;

(viii)     entered into or varied or authorised, proposed or announced its intention to enter into or vary the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Pod Point Group, except for salary increases, bonuses or variations of terms in the ordinary course;

(ix)       except as permitted by or pursuant to the terms of the Cooperation Agreement, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Pod Point Group, which, taken as a whole, are material in the context of the Wider Pod Point Group taken as a whole;

(x)        purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital, to an extent which is material in the context of the Wider Pod Point Group taken as a whole;

(xi)       waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Pod Point Group taken as a whole;

(xii)      terminated or varied the terms of any agreement or arrangement between any member of the Wider Pod Point Group and any other person in a manner which would, or would reasonably be expected to, have a material adverse effect on the financial position of the Wider Pod Point Group taken as a whole, except as a result of the actions of the Wider EDF Group;

(xiii)     made any alteration to its memorandum or articles of association or other incorporation documents (in each case, other than in connection with the Scheme or the Acquisition);

(xiv)     in relation to any pension scheme or other retirement, leaving service or death benefit arrangement established for any directors or employees of any entity in the Wider Pod Point Group or their dependants and established by a member of the Wider Pod Point Group (a "Relevant Pension Plan"), except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to:

(A)       the terms of the trust deeds and/or rules constituting any Relevant Pension Plan;

(B)       the contributions payable to any Relevant Pension Plan or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C)       the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D)       the basis upon which the liabilities (including pensions) of any Relevant Pension Plan are funded, valued, made, agreed or consented to;

where to do so has or is reasonably likely to have a material impact on the Wider Pod Point Group;

(xv)      established or proposed the establishment of any Relevant Pension Plan to the extent which is material in the context of the Wider Pod Point Group taken as a whole, and other than as required in accordance with applicable law;

(xvi)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors (other than with the Wider EDF Group) 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 which is material in the context of the Wider Pod Point Group taken as a whole;

(xvii)    (other than in respect of a member of the Wider Pod Point 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 jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xviii)   entered into or implemented any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities (other than the Scheme), which is material in the context of the Wider Pod Point Group taken as a whole;

(xix)     following the date of this Announcement, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Pod Point Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(xx)      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 3(f);

No adverse change, litigation, regulatory enquiry or similar

(g)        except as Disclosed, since 31 December 2024 there having been:

(i)         no adverse change and no circumstance having arisen which would be or would reasonably be expected to result in any material adverse change in, the business, assets, value, financial or trading position or profits or prospects or operational performance of any member of the Wider Pod Point Group which is material in the context of the Wider Pod Point Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Pod Point Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Pod Point Group, in each case which is or would be expected to be material in the context of the Wider Pod Point Group taken as a whole;

(iii)       no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Pod Point Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Pod Point Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Pod Point Group taken as a whole;

(iv)       no contingent or other liability having arisen or become apparent to EDF 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 or prospects of any member of the Wider Pod Point Group to an extent which is material in the context of the Wider Pod Point Group taken as a whole;

(v)        no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Pod Point 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 Pod Point Group taken as a whole; and

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

No discovery of certain matters regarding information, liabilities and environmental issues

(h)        except as Disclosed, since 31 December 2024 EDF not having discovered that:

(i)         any financial, business or other information concerning the Wider Pod Point Group publicly announced before the date of the Announcement or disclosed at any time to any member of the Wider EDF Group by or on behalf of any member of the Wider Pod Point Group before 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, and which is, in any case, material in the context of the Wider Pod Point Group taken as a whole;

(ii)        any member of the Wider Pod Point Group or any partnership, company or other entity in which any member of the Wider Pod Point Group has a significant economic interest and which is not a subsidiary undertaking of Pod Point is subject to any liability, contingent or otherwise, which is material in the context of the Wider Pod Point Group taken as a whole;

(iii)       any past member or present member of the Wider Pod Point Group has not complied with any applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Pod Point Group, in each case to an extent which is material in the context of the Wider Pod Point Group taken as a whole;

Intellectual property

(i)         except as Disclosed and since 31 December 2024, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Pod Point Group which would have a material adverse effect on the Wider Pod Point Group taken as a whole, including:

(i)         any member of the Wider Pod Point Group losing its title to any intellectual property used in its business, or any intellectual property owned by any member of the Wider Pod Point Group and material to its business being revoked, cancelled or declared invalid; or

(ii)        any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Pod Point Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii)       any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Pod Point Group being terminated or varied; and

Anti-corruption, sanctions and criminal property

(j)         except as Disclosed, EDF not having discovered:

(i)         (i) any past or present member, director, officer or employee of the Wider Pod Point Group, in connection with their position at the Wider Pod Point Group is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption legislation applicable to the Wider Pod Point Group; or (ii) any past or present member of the Wider Pod Point Group or any person that performs or has performed services for or on behalf of the Wider Pod Point Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation;

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

(iii)       any past or present member, director, officer or employee of the Wider Pod Point Group or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Revenue & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states or any other governmental or supranational body or authority in any jurisdiction, except as may have been licensed by the relevant authority; or

(iv)       a member of the Wider Pod Point Group has engaged in any transaction or conduct which would cause any member of the Wider Pod Point Group or the Wider EDF Group to be in breach of any applicable law or regulation upon the completion of the Acquisition, including any economic sanctions of the United States Office of Foreign Assets Control or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom or the European Union or any of its member states.

Part B: FURTHER TERMS OF THE ACQUISITION

1.         The Conditions set out in paragraphs 2(a), 2(b) and 3 (inclusive) of Part A above must each be fulfilled, determined by EDF to be or to remain satisfied or (if capable of waiver) be waived by EDF prior to the commencement of the Court hearing to sanction the Scheme, failing which the Scheme will lapse.

2.         Subject to the requirements of the Panel and the Takeover Code, EDF reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1 above, except the Conditions set out in paragraphs 1, 2(a)(i), 2(b)(i) and 2(c)(i) of Part A which cannot be waived.

3.         The deadlines set out in the Conditions in paragraphs 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) of Part A above for the timing of the Long Stop Date, Court Meeting, the General Meeting and/or the Court hearing to sanction the Scheme may be extended. If any of the Conditions in paragraphs 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) of Part A above is not satisfied by the deadline specified in the relevant Condition, EDF will make an announcement by 8.00 am on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline or agreed with Pod Point to extend the deadline in relation to the relevant Condition.

4.         EDF shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of the Conditions that it is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to waive, by a date and time earlier than the latest date specified in paragraph 1 above for the fulfilment or waiver thereof, 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 of such Conditions may not be capable of fulfilment.

5.         Under Rule 13.5(a) of the Takeover Code, and subject to paragraph 6 below, EDF may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel and any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by EDF. The 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 EDF 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.

6.         Conditions 1 (subject to Appendix 7 of the Takeover Code), 2(a), 2(b) and 2(c) of Part A above and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

7.         The Pod Point Shares to be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights as at the date of this Announcement or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions and any return of capital (whether by reduction of share capital or share premium account or otherwise) declared, made, paid or becoming payable by reference to a record date falling on or after the Effective Date (other than any dividend, distribution or return of capital in respect of which a corresponding reduction in the consideration payable under the terms of the Acquisition has been made as described in paragraph 8 below).

8.         Subject to the terms of the Acquisition, if, on or after the date of this Announcement and on or prior to the Effective Date, any dividend and/or other distribution and/or return of capital is authorised, announced, declared, made or paid or becomes payable in respect of Pod Point Shares, EDF reserves the right to reduce the cash consideration payable under the terms of the Acquisition by an amount equal to all or part of any such dividend and/or other distribution and/or return of capital, in which case: (a) any reference in this Announcement or in the Scheme Document to the consideration will be deemed to be a reference to the consideration as so reduced; and (b) the relevant eligible Pod Point Shareholders will be entitled to receive and retain any such dividend and/or other distribution and/or return of capital authorised, announced, declared, made or paid. To the extent that any such dividend, distribution or return of capital is authorised, announced, declared, made or paid or becomes payable: (x) pursuant to the Acquisition on a basis which entitles EDF to receive the dividend or distribution or return of capital and to retain it; or (y) is subsequently cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by EDF of its rights referred to in this paragraph 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.

9.         EDF reserves the right to elect (subject to the consent of the Panel and to the terms of the Cooperation Agreement) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will (unless otherwise consented to by Pod Point or required by the Panel) be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to the terms of the Cooperation Agreement and appropriate amendments including (without limitation) the inclusion of an acceptance condition set at 75 per cent. (or such other percentage as EDF may, subject to the rules of the Takeover Code and with the consent of the Panel, decide) of the shares to which the Acquisition relates and those required by, or deemed appropriate by, EDF under applicable law, so far as is applicable). Furthermore, if such Takeover Offer is made and sufficient acceptances of such Takeover Offer are received and/or sufficient Pod Point Shares are otherwise acquired by EDF, it is the intention of EDF to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any outstanding Pod Point Shares in respect of which the Takeover Offer has not been accepted.

10.       The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal and regulatory requirements.

11.       The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail 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.

12.       The Scheme will be governed by English law and is subject to the jurisdiction of the Court and to the Conditions and further terms set out in this Appendix 1 to this Announcement, and to the full terms and Conditions to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and the Financial Conduct Authority.

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

Appendix 2
SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this Announcement:

1.         all references to Pod Point Shares are to Pod Point ordinary shares of £0.001 each;

2.         the value of £10.6 million attributed to the fully diluted issued share capital of Pod Point has been calculated based on the Acquisition consideration of 6.5 pence per Pod Point Share and:

(a)        156,900,118 Pod Point Shares in issue as at the Latest Practicable Date; plus

(b)        6,357,374 Pod Point Shares which may be issued on or after the date of this Announcement to satisfy the exercise of options and vesting of awards over Pod Point Shares which are outstanding under the Pod Point Share Plans as at the Latest Practicable Date; less

(c)        585,003 Pod Point Shares as at the Latest Practicable Date held by the Pod Point EBT which can be used to satisfy the exercise of options and vesting of awards granted in respect of Pod Point Shares under the Pod Point Share Plans unless otherwise stated;

3.         the Closing Prices per Pod Point Share have been sourced from Bloomberg and refer to trading on the London Stock Exchange only; and

4.         unless otherwise stated, the financial information relating to Pod Point is extracted from the annual report and accounts of Pod Point for the relevant years, and the audited consolidated financial statements contained therein have been prepared in compliance with United Kingdom accounting standards, including Financial Reporting Standard 102 (FRS 102) and the Companies Act 2006.

Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS and letter of intent

1.         Independent Pod Point Directors

The following Independent Pod Point Directors have given irrevocable undertakings in respect of the following Pod Point Shares beneficially held by them (or those Pod Point Shares over which they have control) to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Pod Point Resolution(s) 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):

These irrevocable undertakings also extend to any Pod Point Shares acquired by Melanie Lane as a result of the vesting of awards or the exercise of options under the Pod Point Share Plans.

These irrevocable undertakings remain binding in the event a higher competing offer is made for Pod Point by a third party and will only cease to be binding on the earlier of the following occurrences:

·          EDF announces its valid and binding election to implement the Acquisition by way of a Takeover Offer, and the formal document containing the Takeover Offer is not published within 28 days (or such longer period as the Panel may agree) after the date of the announcement of such election unless, on or before that date (as extended, if applicable), EDF announces its election to implement the Acquisition by way of a Scheme or otherwise;

·          the Scheme lapses or is withdrawn in accordance with its terms (or having announced its election to implement the Acquisition by way of a Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in accordance with its terms) and EDF publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition (by way of a Scheme or Takeover Offer or otherwise);

·          EDF announces, with the consent of the Panel, that it does not intent to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced in accordance with Rule 2.7 of the Takeover Code at the same time;

·          the Scheme has not become Effective by the Long Stop Date; or

·          any competing general offer for Pod Point (other than EDF or its concert parties) becomes or is declared unconditional or otherwise becomes effective.

2.         Other Pod Point Shareholders

The following Pod Point Shareholders have given irrevocable undertakings in respect of those Pod Point Shares owned or controlled by them to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Pod Point Resolution(s) 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):

These irrevocable undertakings will cease to be binding on the earlier of the following occurrences:

·          if EDF announces its valid and binding election to implement the Acquisition by way of a Takeover Offer and the formal document containing the Takeover Offer is not published within 28 days (or such longer period as the Panel may agree) after the date of the announcement of such election unless, on or before that date (as extended, if applicable), EDF announces its election to implement the Acquisition by way of a Scheme or otherwise;

·          if the Scheme lapses or is withdrawn in accordance with its terms (or having announced its election to implement the Acquisition by way of a Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in accordance with its terms) and EDF publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition (by way of a Scheme or Takeover Offer or otherwise);

·          if EDF announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced in accordance with Rule 2.7 of the Takeover Code at the same time;

·          if any third party announces, in accordance with the Takeover Code, a firm intention to make an offer (whether made by way of a takeover offer or a scheme of arrangement) for the entire issued share capital of Pod Point on terms more favourable than the terms of the Acquisition (a "Competing Offer");

·          if any Competing Offer is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective; or

·          if the Scheme has not become Effective by the Long Stop Date.

3.         Letters of intent

EDF has received a non-binding letter of intent to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Pod Point Resolution(s) to be proposed 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) from Schroder Investment Management Limited in respect of 6,157,321 Pod Point Shares representing approximately 3.9 per cent. of the ordinary share capital of Pod Point in issue as at the Latest Practicable Date.

Appendix 4
DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.