Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial
condition, results of operations and businesses of G&W. Some of these statements can be identified by terms and phrases such as anticipate, believe, intend, estimate, expect,
continue, could, should, may, plan, project, predict and similar expressions. G&W cautions readers of this communication that such forward looking
statements, including without limitation, those relating to G&Ws future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this communication or in other
statements attributable to G&W, are necessarily estimates reflecting the judgment of G&Ws senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by
the forward looking statements.
Factors that could cause G&Ws actual results to differ materially from those expressed or implied
in such forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the
failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation
of the transaction; risks related to disruption of managements attention from G&Ws ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on G&Ws relationships with its
customers, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; exceeding the expected costs of the merger; risks related to the operation of G&Ws railroads; severe weather
conditions and other natural occurrences, which could result in shutdowns, derailments, railroad network and port congestion or other substantial disruption of operations; customer demand and changes in G&Ws operations or loss of important
customers; exposure to the credit risk of customers and counterparties; changes in commodity prices; consummation and integration of acquisitions; economic, political and industry conditions, including employee strikes or work stoppages; retention
and contract continuation; legislative and regulatory developments, including changes in environmental and other laws and regulations to which G&W or its customers are subject; increased competition in relevant markets; funding needs and
financing sources, including G&Ws ability to obtain government funding for capital projects; international complexities of operations, currency fluctuations, finance, tax and decentralized management; challenges of managing rapid growth,
including retention and development of senior leadership; unpredictability of fuel costs; susceptibility to and outcome of various legal claims, lawsuits and arbitrations; increase in, or volatility associated with, expenses related to estimated
claims, self-insured retention amounts and insurance coverage limits; consummation of new business opportunities; decrease in revenues and/or increase in costs and expenses; susceptibility to the risks of doing business in foreign countries;
uncertainties arising from a referendum in which voters in the United Kingdom (U.K.) approved an exit from the European Union (E.U.), commonly referred to as Brexit; G&Ws ability to integrate acquired businesses successfully or to realize
the expected synergies associated with acquisitions; risks associated with G&Ws substantial indebtedness; failure to maintain satisfactory working relationships with partners in Australia; failure to maintain an effective system of
internal control over financial reporting as well as disclosure controls and procedures and other risks.