Rurelec PLC

Offer Disclaimer

IMPORTANT

Access to the information and documents on this portion of the Rurelec plc website is restricted for regulatory reasons. We request that you follow the instructions below in order to proceed.

I confirm that I am at least 18 years old and reside in the United Kingdom or are a trust or company which is resident in the United Kingdom and which is not prevented by laws applicable to it from applying for or holding ordinary shares in Rurelec plc.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY RURELEC PLC IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE OR THE CONTENTS OF THESE MATERIALS YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACOUNTANT, BANKMANAGER OR OTHER PROFESSIONAL FINANCIAL ADVISER AUTHORISED BY THE FINANCIAL SERVICES AUTHORITY TO CONDUCT INVESTMENT BUSINESS AND WHO SPECIALISES IN ADVISING ON INVESTMENT IN SHARES AND OTHER SECURITIES. YOUR ATTENTION IS DRAWN TO THE RISK FACTORS SET OUT IN PART III OF THE OPEN OFFER CIRCULAR DATED 13 OCTOBER 2015 ("OPEN OFFER CIRCULAR").

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

Please read this notice carefully—it applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the Rurelec plc website.

If you are in any doubt about the content of this disclaimer, or the action that you should take in respect of it, we recommend that you exit this webpage and seek independent legal advice.

Not for distribution, directly or indirectly, into the United States or to U.S. persons.

These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to “U.S. persons” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered or sold to the public in the United States or to U.S. persons, wherever located.

Other persons outside of the United Kingdom

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In particular, unless otherwise determined by Rurelec plc and permitted by applicable law and regulation, it is not intended that any of the ordinary shares in the capital of Rurelec plc referred to in such materials (the “Securities) would be offered, or any documentation be sent, directly or indirectly, in or into, the United States of America, Australia, Canada, New Zealand, Republic of South Africa, Republic of Ireland, Japan or any other jurisdiction where the extension or availability of the materials to which you are seeking access would breach any applicable law or regulation (the “Other Excluded Territories).

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for the Securities in the United States of America, Australia, New Zealand, Canada, Japan, Republic of South Africa or Republic of Ireland or in any jurisdiction in which such offers or sales are unlawful. The Securities have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States of America, Australia, New Zealand, Canada, Republic of South Africa, Republic of Ireland, Japan or the territories outside the United Kingdom. Accordingly, unless an exemption under relevant securities laws is applicable, the securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States of America, Australia, New Zealand, Canada, Republic of South Africa, Republic of Ireland, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this website by Rurelec plc in good faith and for information purposes only. Any person seeking access to these materials through Rurelec plc’s website represents and warrants to Rurelec plc that they are doing so for information purposes only. This website and the information contained herein do not constitute an offer to sell, or the solicitation of an offer to buy, any shares, rights or other securities in Rurelec plc. Further, it does not constitute advice or a recommendation by Rurelec plc or any other party to sell or buy Securities.

Certain information on this website and in the Open Offer Circular is of a historical nature and may now be out of date. All historical information should be understood as speaking from the date of its first publication. Without prejudice to any obligation of Rurelec plc to publish a supplementary circular, the publication of the Open Offer Circular does not create any implication that there has been no change in the affairs of Rurelec plc or its subsidiaries since, or that the information contained herein is correct at any time subsequent to, the date of the Open Offer Circular.

Electronic versions of these materials are not directed at or accessible by persons resident or located in the United States of America, Australia, New Zealand, Canada, Republic of South Africa, Republic of Ireland Japan or the other territories outside the United Kingdom.

I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials.

Confirmation of understanding and acceptance of disclaimer

I warrant that I am not located in the United States of America, Canada, Australia, New Zealand, Japan, the Republic of South Africa, the Republic of Ireland or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States of America, Canada, Australia, New Zealand, Japan, the Republic of South Africa, the Republic of Ireland or any other territory where to do so would breach applicable local law or regulation.  I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of the materials.

AGREEDISAGREE

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