CRAWSHAW GROUP PLC. (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number )

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services & Markets Act If you have sold or otherwise transferred all of your holding of Ordinary Shares in Crawshaw Group PLC, you should immediately forward this document, together with the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded to or transmitted in or into the United States, Canada, Australia, Japan or South Africa. If you have sold or transferred only part of your holding in Ordinary Shares in the Company you should retain these documents. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings for normal settlement in the First Placing Shares will commence at 8.00 a.m. on 28 July 2014, Second Admission will become effective and dealings for normal settlement in the Second Placing Shares will commence at 8.00 a.m. on 29 July The Placing Shares will, on their respective Admission, rank pari passu in all respects with the existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid in respect of the existing Ordinary Shares after Admission. The issue of the Placing Shares pursuant to the Placing will not constitute an offer to the public requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 as amended, and accordingly, this document does not constitute a prospectus for these purposes. CRAWSHAW GROUP PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Proposed Placing of 20,999,994 new ordinary shares at 42p per share and Notice of General Meeting The Directors of the Company, whose names appear on page 5 of this document, accept responsibility both individually and collectively for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out on page 5 of this document, which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. W H Ireland Limited, which is regulated by the Financial Conduct Authority, is acting for the Company and no other person in connection with the Placing. W H Ireland Limited s responsibilities as the Company s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any person in respect of his decision to acquire Placing Shares in the Company in reliance on any part of this document. No representation or warranty, express or implied, is made by W H Ireland Limited as to any of the contents of this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by W H Ireland Limited for the accuracy of any information or opinions contained in this document or for the omission of any material information. W H Ireland Limited will not be offering advice nor will it be responsible for providing client protections to recipients of this document in respect of the Placing. THIS DOCUMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR EXCHANGE ANY SECURITY OR TO BECOME A MEMBER OF CRAWSHAW GROUP PLC. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. This document includes forward-looking statements which include all statements other than statements of historical facts, including, without limitation, those regarding the Company s financial position, business strategy, plans and objectives of management for future operations and any statements preceded by, followed by or that include forward-looking terminology such as the words targets, believes, estimates, expects, aims, intends, can, may, anticipates, would, should, could or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company s present and future business strategies and the environment in which the Company will operate in the future. Notice of the General Meeting of the Company to be held at Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorkshire, S60 1BY at a.m. on Tuesday22 July 2014 is set out at the end of this document. Shareholders will find attached to this circular a Form of Proxy for use at the General Meeting which, to be valid, must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company s Registrars, Capita Asset Services, 34 Beckenham Road, Beckenham, Kent, BR3 4TU and, in any event, so as to arrive no later than a.m. 20 July 2014.

2 CONTENTS Page Expected timetable of principal events 2 Placing statistics 2 Definitions 3 Letter from the Chairman of Crawshaw Group PLC 5 Notice of General Meeting 8 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2014 Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting General Meeting Announcement of result of General Meeting Admission of First Placing Shares effective and dealings in First Placing Shares expected to commence on AIM Where applicable expected date for CREST accounts to be credited for uncertificated First Placing Shares Admission of Second Placing Shares effective and dealings in Second Placing Shares expected to commence on AIM Where applicable expected date for CREST accounts to be credited for uncertificated Second Placing Shares Despatch of definitive share certificates a.m. on 20 July a.m. on 22 July 22 July 8.00 a.m. on 28 July 8.00 a.m. on 28 July 8.00 a.m. on 29 July 8.00 a.m. on 29 July by 30 August PLACING STATISTICS Placing Price 42 p Number of Ordinary Shares in issue prior to the Placing 57,818,801 Number of Placing Shares* 20,999,994 Number of Ordinary Shares in issue following the Placing* 78,818,795 Placing Shares as a percentage of enlarged issued share capital* 26.6% Gross proceeds of the Placing* 8,819,997 Estimated net proceeds of the Placing* 8,636,939 Market capitalisation at the Placing Price following the Placing* 33,103,893 * Assuming the Placing is fully subscribed 2

3 DEFINITIONS The following definitions apply throughout this document, unless the context requires otherwise: Act Companies Act 2006 Admission AIM AIM Rules the admission of the Placing Shares to trading on AIM in accordance with the AIM Rules a market operated by the London Stock Exchange the AIM Rules for Companies published by the London Stock Exchange from time to time Circular this document dated 3 July 2014 Company, or Crawshaw Crawshaw Group PLC (company number ) CREST CRESTCo the computerised settlement system to facilitate the transfer of title shares in uncertificated form operated by CRESTCo Euroclear UK and Ireland Limited (registered numbered ) CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) Directors or Board Enlarged Share Capital First Admission First Placing Shares Form of Proxy General Meeting Group London Stock Exchange Ordinary Shares the Directors of the Company whose names are set out on page 5 of this document the issued ordinary share capital of Crawshaw following the Placing the admission of the First Placing Shares to trading on AIM the 6,547,616 Ordinary Shares forming part of the Placing, being placed with VCTs the form of proxy for use by Shareholders at the General Meeting which accompanies this document the general meeting of the Company convened for a.m. on Tuesday 22 July 2014 or any adjournment thereof, at Bradmarsh, Business Park, Bow Bridge Close, Rotherham, South Yorkshire, S60 1BY, notice of which is set out in this document the Company and its subsidiaries London Stock Exchange plc ordinary shares of 5p each in the issued share capital of the Company Placing Agreement the conditional agreement dated 3 July 2014 between (1) Crawshaw Group PLC and (2) W H Ireland Limited, further details of which are set out in the letter from the Chairman of the Company within this document 3

4 Placing Placing Shares Proposals Resolutions Second Admission Second Placing Shares Shareholders VCT the placing by W H Ireland of the Placing Shares at the Placing Price pursuant to the Placing Agreement the First Placing Shares and the Second Placing Shares to be issued in connection with the Placing the Placing the resolutions to be proposed at the General Meeting, as set out in the notice of meeting at the end of this document the Admission of the Second Placing Shares to trading on AIM the 14,452,378 Ordinary Shares forming part of the Placing being placed with persons who are not VCTs holders of the issued Ordinary Shares Venture Capital Trust W H Ireland W H Ireland Limited the Nominated Advisor of the Company 4

5 PART 1 LETTER FROM THE CHAIRMAN CRAWSHAW GROUP PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Directors: Richard Rose (Chairman) Kevin Boyd (Managing Director) Colin Crawshaw (Buying Director) Lynda Sherratt (Finance Director) Mark Naughton-Rumbo (Non-Executive Director) Registered Office: Bradmarsh Business Park Bow Bridge Close Rotherham South Yorkshire S60 1BY 3 July 2014 To holders of Ordinary Shares and, for information only, to the holders of options over Ordinary Shares Dear Shareholder, PROPOSED PLACING 1. INTRODUCTION The Company announced on 3 July 2014 that it had conditionally raised gross proceeds of approximately 8,820,000 through a placing of 20,999,994 new Ordinary Shares at 42p per share. As stated in the announcement the Placing is conditional, inter alia, upon the passing by Shareholders of Resolutions 1 and 2 set out in the notice of General Meeting in this document to authorise the Directors to allot the Placing Shares for cash on a non pre-emptive basis. Accordingly, the General Meeting is being convened for a.m. on Tuesday 22 July 2014 at Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorkshire S60 1BY for the purpose of considering the Resolutions to approve these authorities. Further details of the Resolutions are set out below. A notice of General Meeting is set out at the end of this document. If the Resolutions are passed the new Ordinary Shares will be allotted after the General Meeting. First Admission is expected to occur at 8.00 a.m. on 28 July 2014 and Second Admission is expected to occur at 8.00 a.m. on 29 July 2014 or such later time and dates as the Company and W H Ireland may agree. The Placing is not underwritten. The purpose of this Circular is to: (i) explain the background to and reasons for the Placing; (ii) explain why your Board considers the Proposals are in the best interests of the Company and its Shareholders as a whole; and (iii) give you notice of the General Meeting. The Directors unanimously recommend that you vote in favour of the Resolutions at the General Meeting. 2. BACKGROUND AND RATIONALE FOR THE PLACING AND USE OF PROCEEDS As announced on 26 June 2014, the Board is focussed on growing the Crawshaw business through identifying new profitable store locations and investing resources in a structured expansion programme, whilst ensuring the core business continues to deliver quality products and excellent customer service at competitive prices. The plan is to accelerate our store opening programme throughout 2015 and beyond with a view to having an estate of 200 shops within 8 years. We are currently investing in a new processing and distribution centre in Rotherham to support the expansion. We expect the centre to be operational in the 4th Quarter of this year and that it will have capacity to service 60 locations. 5

6 This new facility is ideally placed just off the M1 and will be used to service the initial new locations as it has the potential to cover areas such as the North West, the Midlands and the North East. We have been opening varying sized stores in different locations over the last 5 years. We have learned a number of lessons and believe our new store model, with fit out costs below 250k, is the basis of a profitable roll out plan. We intend to begin by recruiting a Chief Executive Officer with relevant experience to lead this exciting phase of our growth and to support Kevin Boyd who will remain our Managing Director. We also believe that further investment will be required in a robust HR resource and to set up a in-house training and development centre to ensure that staff in each new store have the skills required to maintain the service and quality our customers expect. The gross proceeds from the fundraising are to be used essentially to support the new store fit out, the further development of IT and logistics infrastructure and for working capital. 3. THE PLACING The Company proposes to raise approximately 8,820,000 through the issue of 20,999,994 Placing Shares at the Placing Price. The Placing Shares will represent approximately 26.6 per cent. of the Enlarged Share Capital following Admission. W H Ireland has entered into the Placing Agreement with the Company whereby it has agreed to use its reasonable endeavours, as agent for the Company, to procure placees for the Placing Shares. The Placing is not being underwritten. The Placing Agreement is conditional upon, inter alia, Resolutions 1 and 2 being duly passed at the General Meeting and First Admission becoming effective by no later than 8.00 a.m. on 28 July 2014 and Second Admission becoming effective by no later than 8.00 a.m. on 29 July 2014 (or such later time and/or date as the Company and W H Ireland may agree, being not later than 30 August 2014). If any of the conditions are not satisfied the Placing Shares will not be issued and all monies received from the placees will be returned to them (at the placees risk and without interest) as soon as possible thereafter. The Placing Agreement contains warranties from the Company in favour of W H Ireland in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Company and its business. In addition the Company has agreed to indemnify W H Ireland in relation to certain liabilities it may incur in relation to the Placing. W H Ireland has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties that W H Ireland in its absolute discretion determines to be material in the context of the Placing. The Placing Shares will be issued free of all liens charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the issued Ordinary Shares in the capital of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. 4. GENERAL MEETING You will find set out at the end of this document a notice convening a General Meeting to be held at a.m. on 22 July 2014 at Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorkshire, S60 1BY, together with a Form of Proxy. The business of the General Meeting is to propose the Resolutions. The Resolutions to be proposed at the General Meeting are as follows: Resolution 1 is an ordinary resolution to authorise the Directors to allot the Placing Shares, with such authority to expire three months following the passing of the resolution; and Resolution 2 is a special resolution to dis-apply Shareholders statutory pre-emption rights (which require a company to offer new shares for cash first to existing shareholders in proportion to their holdings) in relation to the allotment of the Placing Shares, with such authority to expire three months following the passing of the resolution. 6

7 5. SETTLEMENT AND DEALINGS Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that First Admission will become effective and dealings will commence in the First Placing Shares at 8.00 a.m. on 28 July 2014 at which time it is also expected that the First Placing Shares will be enabled for settlement in CREST. It is expected that Second Admission will become effective and dealings will commence in the Second Placing Shares at 8.00 a.m. on 29 July 2014 at which time it is also expected that the Second Placing Shares will be enabled for settlement in CREST. Admission is subject to the passing of Resolutions 1 and 2 at the General Meeting and to the Placing Agreement becoming unconditional in all respects (save only for Admission) and not being terminated in accordance with its terms. 6. CONSENT W H Ireland has given and not withdrawn its written consent to the issue of this document and the reference to its name in the form and context in which it is included. 7. SHARE CAPITAL The Company s issued share capital pre and post the Placing (assuming the Placing is fully subscribed) is set out in the table below: Number of shares Nominal Value ( ) Issued share capital prior to the Placing 57,818,801 2,890, Placing Shares 20,999,994 1,049, Enlarged Share Capital 78,818,795 3,940, Following the Placing, assuming it is taken up in full, the total number of voting rights in the Company will be 78,818,795 Ordinary Shares. 8. ACTION TO BE TAKEN A Form of Proxy for use by Shareholders in connection with the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it to the Company s Registrars, Capita Asset Services, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to be received no later than a.m. on 20 July Unless the Form of Proxy is received by the date and time mentioned in the instructions, it will be invalid. The completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person if you so wish. 9. RECOMMENDATION The Directors consider that the Placing is in the best interests of the Company and its Shareholders. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of the 16,198,025 Ordinary Shares beneficially held by them, representing approximately 28 per cent. of the entire issued share capital of the Company. Yours faithfully Richard Rose Chairman 7

8 CRAWSHAW GROUP PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) NOTICE OF GENERAL MEETING Notice is hereby given that a General Meeting (the Meeting ) of Crawshaw Group plc (the Company ) will be held at Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorshire, S60 1BY at a.m. on Tuesday 22 July 2014 for the purpose of considering and, if thought fit, passing the following Resolutions of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution. Unless the context otherwise requires, words and expressions used in this Notice have the meanings given to them in the circular to Shareholders dated 3 July 2014, of which this Notice forms part. ORDINARY RESOLUTION 1. THAT, in accordance with section 551 of the Companies Act 2006 (the Act ), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of 1,049, (20,999,994 shares) pursuant to the Placing, provided that this authority will expire on 21 October 2014, but the Company may, before this authority expires, make an offer or agreement which would or might require shares in the Company or rights to be allotted or granted after this authority expires and that the Directors may allot shares in the Company or grant rights pursuant to such an offer or agreement as if the authority conferred by this resolution had not expired. The authority granted by this resolution is in addition and without prejudice to all other authorities granted pursuant to resolutions of the Shareholders at the Annual General Meeting of the Company held on 26 June SPECIAL RESOLUTION 2. THAT, subject to and conditional upon the passing of Resolution 1, in accordance with section 571(1) of the Act, the Directors be empowered to allot equity securities for cash (within the meaning of section 560 of the Act) pursuant to the authority conferred by Resolution 1 above, as if section 561 of the Act did not apply to any such allotment, provided that this power shall: be limited to the allotment of equity securities pursuant to the Placing up to an aggregate nominal value of 1,049, (20,999,994 shares); and expire on 21 October 2014 but may be previously revoked or varied by special resolution and so that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if such power had not expired. The authority granted by this resolution is in addition and without prejudice to all other authorities granted pursuant to resolutions of the Shareholders at the Annual General Meeting of the Company held on 26 June By Order of the Board Lynda Sherratt Company secretary 8 Registered office: Bradmarsh Business Park Bow Bridge Close Rotherham South Yorkshire S60 1BY Dated 3 July 2014

9 Notes to the Notice of General Meeting Entitlement to attend and vote 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company s register of members at: a.m. on 20 July 2014; or, if this Meeting is adjourned, 48 hours before the date fixed for the adjourned meeting, shall be entitled to attend and vote at the Meeting. Appointment of proxies 2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please follow the instructions on the proxy card or contact the Company s Registrars, Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU (the Registrars ). The shareholder helpline for the Registrars is (Calls cost 10p per minute plus network extras. Lines are open Mon Friday 8.30am to 5.30pm) 5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the relevant resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting. 6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 22 July 2014 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company s agent, Capita Registrars Limited (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 9

10 CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations Appointment of proxy using hard copy proxy form 7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be: completed and signed; sent or delivered to the Registrars; and received by the Registrars no later than a.m. on 20 July In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. Appointment of proxy by joint members 8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company s register of members in respect of the joint holding (the first-named being the most senior). Changing proxy instructions 9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrars. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 10

11 Termination of proxy appointments 10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Registrars. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Registrars no later than a.m. on 20 July If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated. Issued shares and total voting rights 11. As at 5.00 pm on 2 July 2014, the Company s issued share capital comprised 57,818,801 ordinary shares of 5p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 pm on 2 July 2014 is 57,818,801. Communication 12. Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted): writing to the Registrars at Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, HD8 0GA or calling the shareholder helpline on (Calls cost 10p per minute plus network extras. Lines are open Mon Friday 8.30am to 5.30pm) or writing to the Company at the registered office, Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorkshire, S60 1BY. You may not use any electronic address provided either: in this notice of general meeting; or any related documents (including the Chairman s letter and proxy form), to communicate with the Company for any purposes other than those expressly stated. 11

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