Form 3 - Initial statement of beneficial ownership of securities
December 26 2023 - 5:33PM
Edgar (US Regulatory)
Exhibit 24
Power of Attorney
Know all by these presents, that the undersigned
hereby makes, constitutes and appoints Karlis Kirsis the undersigned’s true and lawful attorney-in-fact, with full power to act
for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:
| 1. | Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with
the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; |
| 2. | Prepare, execute and submit to the SEC, GXO Logistics, Inc. (the “Company”), and/or any national securities exchange on
which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to
file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to
the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and |
| 3. | Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| a) | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his discretion on information provided to
such Attorney-in-Fact without independent verification of such information; |
| b) | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be
in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable; |
| c) | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements
of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements,
or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| d) | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under
Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16
of the Exchange Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his substitute, shall lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's
holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to
the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power
of Attorney.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney as of December 22, 2023.
|
/s/
Richard Cawston |
|
Name: Richard Cawston |
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