Recommended Cash Acquisition of Exova Group plc by Element ...€¦ · Your attention is drawn to the letter from the Chairman of Exova in Part I ... this document, which contains

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II(EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT INCOMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. This document contains a proposal which, ifimplemented, will result in the cancellation of the listing of Exova Shares on the Official List and of trading of Exova Shareson the London Stock Exchange. If you are in any doubt as to the contents of this document or what 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 authorised under the Financial Services and Markets Act 2000, ifyou are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you sell, have sold or otherwise transferred all of your Exova Shares, please send this document and the accompanyingdocuments (other than documents or forms personalised to you) at once to the purchaser or transferee, or to the bank,stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.However, these documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do sowould violate the laws of that jurisdiction. If you sell, have sold or otherwise transferred only part of your holding of ExovaShares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transferwas effected.

The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in jurisdictionsother than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession thisdocument comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictionsmay constitute a violation of the securities laws of any such jurisdiction.

Recommended Cash Acquisitionof

Exova Group plcby

Element Materials TechnologyGroup Limited

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

This document (including any documents or information incorporated into it by reference) should be read as a whole and inconjunction with the accompanying Forms of Proxy.

Your attention is drawn to the letter from the Chairman of Exova in Part I (Letter from the Chairman of Exova Group plc) ofthis document, which contains the unanimous recommendation of the Exova Directors that you vote in favour of the Schemeat the Court Meeting and the Special Resolution to be proposed at the General Meeting. A letter from Goldman SachsInternational and Investec Bank plc explaining the Scheme appears in Part II (Explanatory Statement) of this document.

Notices of the Court Meeting and the General Meeting, both of which will be held at Freshfields Bruckhaus Deringer LLP, 26-28Tudor Street, London EC4Y 0BQ on 9 June 2017, are set out in Part IX (Notice of Court Meeting) and Part X (Notice of GeneralMeeting) of this document respectively. The Court Meeting will start at 11.00 a.m. and the General Meeting at 11.15 a.m. (or assoon thereafter as the Court Meeting shall have been concluded or adjourned).

The action to be taken by Exova Shareholders in relation to the Court Meeting and General Meeting is set out onpages 7 to 9 and in paragraph 17 of Part II (Explanatory Statement) of this document. It is very important that ExovaShareholders use their votes so that the Court can be satisfied that there is a fair and reasonable representation oftheir views. Exova Shareholders will receive a BLUE Form of Proxy for use in connection with the Court Meeting anda WHITE Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present atthe Court Meeting or General Meeting in person, please complete and sign each of the Forms of Proxy (or appoint aproxy electronically, as referred to below) in accordance with the instructions printed on them and return them toExova’s Registrars, Capita Asset Services, as soon as possible and, in any event, so as to be received by Capita AssetServices by 11.00 a.m. on 7 June 2017 in respect of the Court Meeting and 11.15 a.m. on 7 June 2017 in respect of theGeneral Meeting. If the BLUE Form of Proxy for the Court Meeting is not returned by the specified time, it may behanded to representatives of Capita Asset Services or the Chair of the Court Meeting before the start of that meetingand will still be valid. In the case of the General Meeting, however, unless the WHITE Form of Proxy is returned bythe time mentioned in the instructions printed on it, it will be invalid. The completion and return of a Form of Proxywill not prevent Exova Shareholders from attending, voting and speaking in person at either the Court Meeting or theGeneral Meeting, or any adjournment thereof, if you so wish and are so entitled.

Shareholder Helpline

If you have any questions about this document, the Court Meeting, the General Meeting or on thecompletion and return of the Forms of Proxy, please call Capita Asset Services on 0371 664 0321. Callsare charged at the standard geographic rate and will vary by provider. Calls outside the UnitedKingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. –5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may berecorded and monitored for security and training purposes.

Certain terms used in this document are defined in Part VIII (Definitions).

HSBC, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the PrudentialRegulation Authority in the UK, is acting for Bridgepoint, Element and Element Bidco and no one else inconnection with the Acquisition and will not be responsible to anyone other than Bridgepoint, Element andElement Bidco for providing the protections afforded to clients of HSBC, or for providing advice in connectionwith the Acquisition or any other matters referred to herein.

Merrill Lynch International, which is authorised by the Prudential Regulation Authority and regulated by theFCA and the Prudential Regulation Authority in the UK, is acting for Bridgepoint, Element and Element Bidcoand no one else in connection with the Acquisition and will not be responsible to anyone other than Bridgepoint,Element and Element Bidco for providing the protections afforded to its clients, or for giving advice inconnection with the Acquisition or any matter referred to herein.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by theFCA and the Prudential Regulation Authority in the UK, is acting exclusively for Exova and no one else inconnection with the Acquisition and will not be responsible to anyone other than Exova for providing theprotections afforded to its clients or for providing advice in relation to the Acquisition or any other mattersreferred to herein.

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the FCA and thePrudential Regulation Authority in the UK, is acting exclusively for Exova and no one else in connection withthe Acquisition and will not be responsible to anyone other than Exova for providing the protections afforded toits clients or for providing advice in relation to the Acquisition or any other matters referred to herein.

No person has been authorised to give any information or make any representations other than those contained inthis document and, if given or made, such information or representations must not be relied upon as having beenauthorised by Exova, the Exova Directors, Element Bidco, the Element Bidco Directors, Bridgepoint, theBridgepoint Directors, Element, the Element Directors or by HSBC, Merrill Lynch International, Goldman SachsInternational, Investec Bank plc or any other person involved in the Acquisition. Neither the delivery of thisdocument nor holding the Meetings, the Court Hearing, or filing the Scheme Court Order shall, under anycircumstances, create any implication that there has been no change in the affairs of the Exova Group or theElement Group since the date of this document or that the information in, or incorporated into, this document iscorrect as at any time subsequent to its date.

IMPORTANT NOTICES

Overseas Shareholders and Notice to US Investors

The release, publication or distribution of this document in certain jurisdictions may berestricted by law. Persons who are not resident in the United Kingdom or who are subject toother jurisdictions should inform themselves of, and observe, any applicable requirements. Inparticular, the ability of persons who are not resident in the United Kingdom to vote theirExova Shares with respect to the Scheme at the Court Meeting, or to appoint another person asproxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevantjurisdictions in which they are located. Any failure to comply with the applicable restrictionsmay constitute a violation of the securities laws of any such jurisdiction. To the fullest extentpermitted by applicable law, the companies and persons involved in the Acquisition disclaimany responsibility or liability for the violation of such restrictions by any person. Thisdocument and the accompanying documents have been prepared for the purposes ofcomplying with English law and the Code and the information disclosed may not be the sameas that which would have been disclosed if this document had been prepared in accordancewith the laws of jurisdictions outside of England.

The Acquisition relates to the shares of an English company and is proposed to be effected bymeans of a scheme of arrangement under the laws of England and Wales. A transactioneffected by means of a scheme of arrangement is not subject to proxy solicitation or tenderoffer rules under the US Securities Exchange Act of 1934, as amended (the “US ExchangeAct”). Accordingly, the Acquisition is subject to the disclosure requirements and practicesapplicable in the United Kingdom and under the City Code to schemes of arrangement, whichdiffer from the disclosure requirements of the US proxy solicitation rules and tender offerrules. If Element Bidco exercises its right to implement the Acquisition of the Exova Sharesby way of a Takeover Offer, such Takeover Offer will be made in compliance with applicableUS securities laws and regulations, including Section 14(e) of the US Exchange Act andRegulation 14E thereunder. Such Takeover Offer would be made in the United States byElement Bidco and no one else. In addition to any such Takeover Offer, Element Bidco,certain affiliated companies and the nominees or brokers (acting as agents) may make certainpurchases of, or arrangements to purchase, shares in Exova outside such Takeover Offerduring the period in which such Takeover Offer would remain open for acceptance. If suchpurchases or arrangements to purchase were to be made they would be made outside theUnited States and would comply with applicable law, including the US Exchange Act. Anyinformation about such purchases will be disclosed as required in the United Kingdom, will bereported to a Regulatory Information Service of the UKLA and will be available on theLondon Stock Exchange Website (www.londonstockexchange.com).

Financial information included in this document has been prepared, unless specifically statedotherwise, in accordance with accounting standards applicable in the UK and thus may not becomparable to the financial information of US companies or companies whose financialstatements are prepared in accordance with generally accepted accounting principles in theUS.

It may be difficult for US holders of Exova Shares to enforce their rights and claims arisingout of the US federal securities laws, since Element Bidco and Exova are located in countriesother than the United States, and some or all of their officers and directors may be residents ofcountries other than the United States. US holders of Exova Shares may not be able to sue anon-US company or its officers or directors in a non-US court for violations of the USsecurities laws. Further, it may be difficult to compel a non-US company and its affiliates tosubject themselves to a US court’s judgement.

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Unless otherwise determined by Element Bidco or required by the Code, and permitted byapplicable law and regulation, the Acquisition will not be made available, directly orindirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws inthat jurisdiction and no person may vote in favour of the Scheme by any such use, means,instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do sowould constitute a violation of the laws of that jurisdiction. Accordingly, copies of thisdocument 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 aRestricted Jurisdiction where to do so would violate the laws in that jurisdiction, and personsreceiving this document and all documents relating to the Acquisition (including custodians,nominees and trustees) must not mail or otherwise distribute or send them in, into or fromsuch jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Exova Shareholders who are not resident in theUnited Kingdom may be affected by the laws of the relevant jurisdictions in which they areresident. Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements.

Further details in relation to Overseas Shareholders are contained in paragraph 15 of Part II(Explanatory Statement) of this document.

Forward Looking Statements

This document (including information incorporated by reference in this document), oralstatements made regarding the Acquisition and other information published by Element Bidcoand Exova contains statements that are or may be forward looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather oncurrent expectations and projections of the management of Element Bidco and Exova aboutfuture events, and are therefore subject to risks and uncertainties which could cause actualresults to differ materially from the future results expressed or implied by the forward-lookingstatements. The forward-looking statements contained in this document include statementsrelating to the expected effects of the Acquisition on Element Bidco and Exova, the expectedtiming and scope of the Acquisition and other statements other than historical facts. Allstatements other than statements of historical facts included in this document may be forwardlooking statements. Without limitation, any statements preceded or followed by or that includethe words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”,“could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”,“goal”, “strategy”, “budget”, “forecast” or “might” or, words or terms of similar substance orthe negative thereof, are forward looking statements. Forward looking statements includestatements relating to the following: (i) future capital expenditures, expenses, revenues,earnings, synergies, economic performance, indebtedness, financial condition, dividendpolicy, losses and future prospects; (ii) business and management strategies and the expansionand growth of Element Bidco’s or Exova’s operations and potential synergies resulting fromthe Acquisition; and (iii) the effects of government regulation on Element Bidco’s or Exova’sbusiness.

These forward looking statements are not guarantees of future financial performance. Exceptas expressly provided in this document, they have not been reviewed by the auditors ofElement Bidco or Exova or their respective financial advisers. Such forward lookingstatements involve known and unknown risks and uncertainties that could significantly affectexpected results and are based on certain key assumptions. Many factors could cause actualresults to differ materially from those projected or implied in any forward looking statements.

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These factors include the satisfaction of the Conditions, as well as additional factors, such as:fluctuations in the capital markets; fluctuations in interest and exchange rates; increasedregulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes;political or economic instability in principal markets; adverse outcomes in litigation; andgeneral, local and global economic, political, business and market conditions. Other unknownor unpredictable factors could cause actual results to differ materially from those in theforward-looking statements. Such forward-looking statements should therefore be construed inthe light of such factors. Neither Element Bidco nor Exova, nor any of their respectiveassociates or directors, officers or advisers, provides any representation, assurance orguarantee that the occurrence of the events expressed or implied in any forward-lookingstatements in this document will actually occur. Due to such uncertainties and risks, readersare cautioned not to place undue reliance on such forward looking statements. All subsequentoral or written forward looking statements attributable to Element Bidco or Exova or any oftheir respective members, directors, officers or employees or any persons acting on theirbehalf are expressly qualified in their entirety by the cautionary statement above. ElementBidco and Exova disclaim any obligation to update or revise any forward looking or otherstatements contained herein other than in accordance with their legal and regulatoryobligations.

Profit Forecast

Paragraph 8 of Part I (Letter from the Chairman of Exova Group plc) of this documentcontains a statement which is a profit forecast for the purposes of Rule 28 of the Code. Part XI(Profit Forecast Statement) of this document also contains a confirmation by the directors ofExova in the terms required by Rule 28.1(c)(i) of the Code in relation to that statement.

Other than as described above, no statement in this document or incorporated by referenceinto this document is intended as a profit forecast or estimate for any period and no statementin this document should be interpreted to mean that earnings or earnings per share for Exova,for the current or future financial years would necessarily match or exceed the historicalpublished earnings or earnings per share for Exova, as appropriate.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any classof relevant securities of an offeree company or of any paper offeror (being any offeror otherthan 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 ofthe offer period and, if later, following the document in which any paper offeror is firstidentified. An Opening Position Disclosure must contain details of the person’s interests andshort positions in, and rights to subscribe for, any relevant securities of each of (i) the offereecompany and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whomRule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th businessday following the commencement of the offer period and, if appropriate, by no later than3.30 pm (London time) on the 10th business day following the document in which any paperofferor is first identified. Relevant persons who deal in the relevant securities of the offereecompany or of a paper offeror prior to the deadline for making an Opening PositionDisclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. ormore of any class of relevant securities of the offeree company or of any paper offeror mustmake a Dealing Disclosure if the person deals in any relevant securities of the offeree

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company or of any paper offeror. A Dealing Disclosure must contain details of the dealingconcerned and of the person’s interests and short positions in, and rights to subscribe for, anyrelevant securities of each of (i) the offeree company and (ii) any paper offeror, save to theextent that these details have previously been disclosed under Rule 8. A Dealing Disclosure bya 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, whetherformal or informal, to acquire or control an interest in relevant securities of an offereecompany or a paper offeror, they will be deemed to be a single person for the purpose ofRule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offerorand Dealing Disclosures must also be made by the offeree company, by any offeror and byany 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 OpeningPosition Disclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the numberof relevant securities in issue, when the offer period commenced and when any offeror wasfirst identified. If you are in any doubt as to whether you are required to make an OpeningPosition Disclosure or a Dealing Disclosure, you should contact the Panel’s MarketSurveillance Unit on +44 (0) 20 7638 0129.

Information Relating to Exova Shareholders

Please be aware that addresses, electronic addresses and certain information provided byExova Shareholders, persons with information rights and other relevant persons for the receiptof communications from Exova may be provided to Element Bidco during the offer period asrequested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rounding

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

Publication on Website and Availability of Hard Copies

A copy of this document, together with all information incorporated into this document byreference to another source will be available free of charge (subject to any applicablerestrictions with respect to persons resident in Restricted Jurisdictions) on Exova’s andElement’s websites (www.exova.com and www.element.com respectively).

The contents of the websites referred to in this document are not incorporated into and do notform part of this document, unless otherwise stated.

You may request a hard copy of this document and all information incorporated into thisdocument by reference to another source by contacting Capita Asset Services on0371 664 0321. 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. Thehelpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays

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in England and Wales. Please note that Capita Asset Services cannot provide any financial,legal or tax advice and calls may be recorded and monitored for security and trainingpurposes. If you have received this document in electronic form, hard copies of this documentand any information incorporated by reference into this document will not be provided unlesssuch a request is made.

Date

The date of publication of this document is 12 May 2017.

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TABLE OF CONTENTS

Page

ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Part I LETTER FROM THE CHAIRMAN OF EXOVA GROUP PLC . . . . . . . . . . . . . . 12

Part II EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Part III CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THESCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Part IV THE SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Part V FINANCIAL AND RATINGS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Part VI UK TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Part VII ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Part VIII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Part IX NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Part X NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

Part XI PROFIT FORECAST STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

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ACTION TO BE TAKEN

For the reasons set out in this document, the Exova Directors unanimously recommendthat Exova Shareholders vote in favour of the Scheme at the Court Meeting and theSpecial Resolution relating to the Acquisition to be proposed at the General Meeting, asthe Exova Directors have irrevocably undertaken to do in respect of their own beneficialholdings of Exova Shares, and that you take the action described below.

The below should be read in conjunction with the rest of this document and, inparticular, the notices of Court Meeting and General Meeting at Part IX and Part X ofthis document respectively.

1. The Documents

Please check that you have received the following:

• a BLUE Form of Proxy for use in respect of the Court Meeting on 9 June 2017;

• a WHITE Form of Proxy for use in respect of the General Meeting on 9 June 2017; and

• a reply-paid envelope for use in the UK only for the return of the BLUE Form of Proxyand the WHITE Form of Proxy.

If you have not received all of these documents, please contact the Shareholder Helpline onthe number indicated below.

2. Voting at the Court Meeting and the General Meeting

The Scheme will require approval at a meeting of Exova Shareholders (other than theExcluded Shareholders) convened with the permission of the Court to be held at FreshfieldsBruckhaus Deringer LLP, 26-28 Tudor Street, London EC4Y 0BQ at 11.00 a.m. on 9 June2017 (London time). Implementation of the Scheme will also require approval of ExovaShareholders of the Special Resolution relating to the Acquisition to be proposed at theGeneral Meeting. The General Meeting will be held at the same place as the Court Meeting, at11.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded oradjourned).

Exova Shareholders entitled to attend and vote at the Meetings are entitled to appoint a proxyto exercise all or any of their rights to attend, speak and vote at the Court Meeting and/orGeneral Meeting. A proxy need not be an Exova Shareholder.

It is important that, for the Court Meeting in particular, as many votes as possible arecast, so that the Court may be satisfied that there is a fair and reasonable representationof the opinion of Exova Shareholders. Whether or not you intend to attend the CourtMeeting and/or the General Meeting, please sign and return your Forms of Proxy, ordeliver your voting instructions by one of the other methods mentioned below, as soon aspossible.

(a) Sending Forms of Proxy by post or by hand

Please complete and sign the Forms of Proxy in accordance with the instructions printed onthem and return them, either (i) by post or, (ii) during normal business hours only, by hand, toExova’s Registrars, Capita Asset Services, at Capita Asset Services, PXS, The Registry,

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34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received as soon as possibleand in any event not later than the relevant time set out below:

BLUE Forms of Proxy for the Court Meeting 11.00 a.m. (London time) on 7 June 2017

WHITE Forms of Proxy for the GeneralMeeting 11.15 a.m. (London time) on 7 June 2017

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be receivednot later than 48 hours (excluding non-working days) before the time fixed for the adjournedMeeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may behanded to a representative of Capita Asset Services, on behalf of the Chair of the CourtMeeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, inthe case of the General Meeting, the WHITE Form of Proxy must be received by Capita AssetServices by the time mentioned above, or it will be invalid.

Exova Shareholders are entitled to appoint a proxy in respect of some or all of their ExovaShares and may also appoint more than one proxy, provided that each proxy is appointed toexercise the rights attached to a different share or shares held by such holder. ExovaShareholders who wish to appoint more than one proxy in respect of their holding of ExovaShares should contact Capita Asset Services for further Forms of Proxy.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically usingCREST (or any other procedure described below), will not prevent you from attending,speaking and voting in person at either the Court Meeting or the General Meeting, or anyadjournment thereof, if you wish and are entitled to do so.

(b) Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may beappointed electronically by logging on to the following website: www.exovagroup-shares.comand following the instructions there. For an electronic proxy appointment to be valid, theappointment must be received by Capita Asset Services no later than 11.00 a.m. (Londontime) on 7 June 2017 for the Court Meeting and 11.15 a.m. (London time) on 7 June 2017 forthe General Meeting or, if in either case the Meeting is adjourned, no later than 48 hours(excluding non-working days) before the time fixed for the Meeting.

In the case of the Court Meeting only, if you have not appointed a proxy electronically bysuch time, you may complete the BLUE Form of Proxy and hand it to a representative ofCapita Asset Services or the Chair of the Court Meeting before the start of the Court Meeting.

(c) Electronic appointment of proxies through CREST

If you hold Exova Shares in uncertificated form through CREST and wish to appoint a proxyor proxies for the Meetings (or any adjourned Meeting) by using the CREST electronic proxyappointment service, you may do so by using the procedures described in the CREST Manual.CREST personal members or other CREST sponsored members, and those CREST memberswho have appointed any voting service provider(s), should refer to their CREST sponsor orvoting service provider(s), who will be able to take the appropriate action on their behalf.

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In order for a proxy appointment or instruction made using the CREST service to be valid, theappropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticatedin accordance with the specifications of Euroclear and must contain the information requiredfor such instructions as described in the CREST Manual. The message (regardless of whetherit constitutes the appointment of a proxy or an amendment to the instructions given to apreviously appointed proxy), must, in order to be valid, be transmitted so as to be received byCapita Asset Services (under CREST participant ID RA10) not less than 48 hours (excludingnon-working days) before the time fixed for the Court Meeting or General Meeting (oradjourned Meeting), as applicable. For this purpose, the time of receipt will be taken to be thetime (as determined by the timestamp applied to the message by the CREST Application Host)from which Capita Asset Services is able to retrieve the message by enquiry to CREST in themanner prescribed by CREST. After this time any change of instructions to proxies appointedthrough CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers,should note that Euroclear does not make available special procedures in CREST for anyparticular messages. Normal system timings and limitations will therefore apply in relation tothe input of CREST Proxy Instructions. It is the responsibility of the CREST memberconcerned to take (or, if the CREST member is a CREST personal member or sponsoredmember or has appointed any voting service provider(s), to procure that his/her CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CREST system by any particular time. In thisconnection, CREST members and, where applicable, their CREST sponsors or voting serviceproviders are referred, in particular, to those sections of the CREST Manual concerningpractical limitations of the CREST system and timings.

Exova may treat as invalid a CREST Proxy Instruction in the circumstances set out in theCREST Regulations.

3. Shareholder Helpline

If you have any questions in relation to this document, the Meetings, or the completionand return of the Forms of Proxy, please call Capita Asset Services on 0371 664 0321.Calls are charged at the standard geographic rate and will vary by provider. Callsoutside the United Kingdom will be charged at the applicable international rate. Thehelpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding publicholidays in England and Wales. Please note that Capita Asset Services cannot provideany financial, legal or tax advice and calls may be recorded and monitored for securityand training purposes.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times unless otherwise stated. All dates and times are based onExova’s and Element’s current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified toExova Shareholders by announcement through a Regulatory Information Service, with suchannouncement being made available on Element’s and Exova’s websites at www.element.comand www.exova.com respectively.

Event Expected time/date

Publication of this document 12 May 2017

Annual General Meeting 24 May 2017

Agreed Dividend Record Date 26 May 2017

Latest time for lodging Forms of Proxy for:

Court Meeting (BLUE form) 11.00 a.m. on 7 June 2017(1)

General Meeting (WHITE form) 11.15 a.m. on 7 June 2017(1)

Voting Record Time 6.00 p.m. on 7 June 2017(2)

Court Meeting 11.00 a.m. on 9 June 2017

General Meeting 11.15 a.m. on 9 June 2017(3)

Agreed Dividend Payment Date 9 June 2017(4)

The following dates are indicative only and subject to change; please see note (5) below

Last day of dealings in, and for registration oftransfers of, and disablement in CREST of,Exova Shares 27 June 2017 (“D - 1”)(5)

Suspension of listing of and dealings in ExovaShares 6.00 p.m. on 27 June 2017 (“D - 1”)(5)

Court Hearing 28 June 2017 (“D”)(5)(6)(7)

Scheme Record Time 6.00 p.m. on 28 June 2017 (“D”)(5)

Effective Date of the Scheme 29 June 2017 (“D + 1”)(5)

Cancellation of admission of and dealings inExova Shares By 8.00 a.m on 30 June 2017 (“D + 2”)(5)

Latest date for dispatch of cheques/settlementthrough CREST 14 days after the Effective Date

Latest date by which Scheme must beimplemented 18 October 2017(8)

Notes:(1) The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court

Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting), may behanded to a representative of Capita Asset Services, on behalf of the Chair of the Court Meeting, or to theChair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the WHITEForm of Proxy must be received no later than 11.15 a.m. (London time) on 9 June 2017 (or, if the GeneralMeeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjournedMeeting). Please see “Action to be taken” on pages 7 to 9.

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(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevantadjourned Meeting will be 6.00 p.m. on the date which is two days (excluding non-working days) before thedate set for such adjourned Meeting.

(3) To commence at 11.15 a.m. or, as soon thereafter as the Court Meeting shall have concluded or adjourned.(4) Conditional on approval by Exova shareholders at the Annual General Meeting.(5) These times and dates are indicative only and will depend on, among other things, the dates upon which

(i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and(iii) the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If theexpected date of the Court Hearing is changed, Exova will give adequate notice of the changes by issuing anannouncement through a Regulatory Information Service.

(6) Any references to a day after “D” are references to a Business Day.(7) Element Bidco does not intend to apply for the Court Hearing until all of the regulatory Conditions are

satisfied.(8) The latest date by which the Scheme must be implemented may be extended by agreement between Exova

and Element with the prior consent of the Panel and (if required) the approval of the Court.

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Part ILETTER FROM THE CHAIRMAN OF EXOVA GROUP PLC

EXOVA GROUP PLC(Incorporated and registered in England and Wales with registered number 08907086)

Directors: Registered Office:Allister Gordon Langlands (Chairman) 6 Coronet Way Centenary ParkIan Ramsey Safwat El-Mokadem (Chief Executive Officer) Eccles

SalfordManchester

M50 1RE

Philip Antony Marshall (Chief Financial Officer)William Spencer (Senior Independent Non-ExecutiveDirector)Helmut Ludwig Eschwey, Dr (Independent Non-ExecutiveDirector)Vanda Murray OBE (Independent Non-Executive Director)Andrew Henry Simon OBE (Independent Non-ExecutiveDirector)Manfred Kindle (Non-Executive Director)Christian Pierre Rochat (Non-Executive Director)

12 May 2017

To all Exova Shareholders and, for information only, to participants in the Exova ShareSchemes and persons with information rights

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF EXOVA GROUP PLC BY ELEMENTMATERIALS TECHNOLOGY GROUP LIMITED

1. Introduction

On 19 April 2017, the boards of directors of Exova and Element announced that they hadreached agreement on the terms of a recommended cash offer by Element for the entire issuedand to be issued ordinary share capital of Exova, pursuant to which Element Bidco willacquire the entire issued and to be issued ordinary share capital of Exova. It was alsoannounced that the Acquisition would be implemented by means of a Court-sanctionedscheme of arrangement under Part 26 of the Companies Act.

Element Bidco is a wholly-owned subsidiary of Element, established for the purpose ofmaking the Acquisition. Further information relating to Element Bidco and Element can befound in paragraph 4 of the letter from Goldman Sachs International and Investec Bank plc setout in Part II (Explanatory Statement) of this document and in Part VII (AdditionalInformation).

In order to approve the terms of the Scheme by which the Acquisition is to be implemented, asufficient majority of Scheme Shareholders (other than the Excluded Shareholders) will needto vote in favour of the Scheme at the Court Meeting and Exova Shareholders will need topass the Special Resolution to be proposed at the General Meeting. I am writing to you onbehalf of the Exova Directors to explain the background to and reasons for therecommendation, to encourage you to vote at the Meetings to be held on 9 June 2017 toconsider the Acquisition, and to explain why the Exova Directors are unanimouslyrecommending that Exova Shareholders vote in favour of the resolutions to be put to thoseMeetings.

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2. Summary of the terms of the Acquisition

It is proposed that the Acquisition be implemented by means of a Court-sanctioned scheme ofarrangement under Part 26 of the Companies Act, which requires the approval of ExovaShareholders at the Court Meeting and General Meeting and the sanction of the Court.

Under the terms of the Acquisition, which will be subject to the Conditions and further termsset out in Part III (Conditions and Certain Further Terms of the Acquisition and the Scheme),Scheme Shareholders will be paid a price of 240 pence per share in cash by Element Bidco(the “Offer Price”). In addition, Scheme Shareholders who are on the register of members ofExova as at the close of business on 26 May 2017 will still be entitled, conditional on approvalby Exova Shareholders at the Annual General Meeting, to receive and retain the AgreedDividend, which is expected to be paid on 9 June 2017.

Therefore, with the Agreed Dividend, Scheme Shareholders at the Scheme Record Time willbe entitled to receive:

242.35 pence in cash per Exova Share (the “Cash Value”)

The Offer Price / Cash Value represents a premium of approximately:

Offer Price of240 pence perExova Share

Cash Value of242.35 pence

per ExovaShare

to the volume weighted average Closing Price ofapproximately 192.37 pence per Exova Share for the twelvemonth period ended on 24 March 2017 (being the last DealingDay prior to the start of the Offer Period): . . . . . . . . . . . . . . . . . 24.8 per cent. 26.0 per cent.

to the volume weighted average Closing Price ofapproximately 203.87 pence per Exova Share for the six monthperiod ended on 24 March 2017 (being the last Dealing Dayprior to the start of the Offer Period): . . . . . . . . . . . . . . . . . . . . . 17.7 per cent. 18.9 per cent.

to the Closing Price per Exova Share of 218.88 pence on24 March 2017 (being the last Dealing Day prior to the start ofthe Offer Period): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.7 per cent. 10.7 per cent.

The Cash Value implies an enterprise value multiple of approximately 16.0 times Exova’sAdjusted EBITA and 12.5 times Exova’s Adjusted EBITDA for the 12 months ended31 December 2016.

The Cash Value values the entire issued and to be issued ordinary share capital of Exova atapproximately £620.3 million on the basis of a fully diluted share capital of 256,009,630Exova Shares, assuming that all rights in respect of in-the-money options under the ExovaShare Schemes are exercised on the basis explained in this document. This assumes that theshares under option or award under the Exova Share Schemes will not be eligible to receivethe Agreed Dividend but will be taken into account for purposes of determining dividendequivalent rights under the Exova Group plc Long Term Incentive Plan.

Element Bidco confirms that the Offer Price of 240 pence per Exova Share is final andwill not be increased, except that Element Bidco reserves the right to increase theamount of the Offer Price if there is an announcement on or after the date of thisdocument of an offer or a possible offer for Exova by a third party offeror or potentialofferor.

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If, after the date of this document, any dividend and/or other distribution and/or other return ofcapital, other than the Agreed Dividend is announced, declared or paid in respect of ExovaShares, Element Bidco reserves the right to reduce the offer consideration by an amount up tothe amount of such dividend and/or distribution and/or return of capital so announced,declared or paid.

The Acquisition is subject to the Conditions set out in Part A of Part III (Conditions to andfurther terms of the Acquisition and the Scheme) of this document, including the sanction ofthe Scheme by the Court. The expected transaction timetable is set out on pages 10 and 11 ofthis document.

Further information about the Acquisition is provided in Part II (Explanatory Statement) ofthis document.

3. Background to and reasons for Exova’s board recommending the Acquisition

Exova is a global testing, calibration and advisory services provider. Until 2008, Exova wasthe testing and inspection division of Bodycote plc. In 2008, Exova was acquired by Clayton,Dubilier & Rice Fund VII, LP and, following a period of significant growth and development,Exova was listed on the London Stock Exchange in 2014 (the “IPO”).

Since the completion of its IPO, Exova has made meaningful strategic and financial progressas a standalone company. This progress has been characterised by strong organic growthacross all its businesses (with the exception of its oil and gas business), substantial progress onits value accretive acquisition strategy with the completion of 14 acquisitions, and thesuccessful implementation of a new market facing organisation structure.

However, during this period, the deterioration in the oil price, and the consequential reductionin investment and activity levels by customers in the oil and gas sector, has presentedsignificant challenges. The deterioration in the oil and gas environment has had a negativeimpact on a number of companies, including Exova, for which the oil and gas industry is anend market. Exova has taken decisive action to mitigate the impact of this downturn and tore-balance the portfolio to the other end markets that it serves. In 2016, oil and gas representedapproximately nine per cent. of Exova Group revenue compared with 18 per cent. at the timeof the IPO. However, a combination of Exova’s continuing exposure to the oil and gas sectorand the relatively small free float in its shares, which has impacted trading liquidity, hasweighed upon its share price.

Since the IPO, the Exova Group’s progress has been derived from organic growthcomplemented by an active acquisition strategy. Taking into account the continuingchallenges in the oil and gas sector, the Exova Directors expect the Exova Group to delivermodest organic growth at constant currency in 2017. Beyond the current financial year and inthe event that the Exova Group is successful in completing its current pipeline of anticipatedacquisitions, the level of financial leverage within the Exova Group may constrain its abilityto finance further material acquisitions with borrowings.

CD&R has been a long term, supportive investor in Exova. Following the completion of theIPO, CD&R had intended to realise its full investment in Exova over time and return theproceeds to its investors in line with its typical approach to investments. CD&R hasconsidered a number of options to realise its investment, including the sale of its shareholdingin multiple placings in the public market over time. However, the limited liquidity in thetrading of Exova’s shares has restricted the opportunities for CD&R to undertake a sale ofshares to public investors and, given the reasons set out above, there is continued uncertaintyas to whether and when this could be achievable.

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The Exova Directors believe that Exova’s strategy and business model remain capable ofdelivering growth and sustained profitability going forward. However, for the reasons set outabove and given the receipt of unsolicited interest from a number of parties, the ExovaDirectors decided to investigate whether a third party would make a proposal to shareholdersto acquire Exova that would provide all Exova Shareholders with immediate and certain valuewhich would reflect Exova’s prospects as a standalone company.

In January 2017, the Exova Directors contacted a number of parties who had expressed aninterest in Exova and provided them with access to limited due diligence information. Initialproposals were received and access was provided to selected interested parties to further duediligence information. Following media speculation, the Exova Directors announced on26 March 2017 that they were in discussions with three interested parties. Although anyfurther third parties that had an interest in making a proposal to acquire Exova had anopportunity to contact the Exova Directors, no further interest was received.

Following consideration of the detailed due diligence information by the three interestedparties, the Exova Directors received a proposal from Element which represented the mostattractive proposal. The Exova Directors considered the proposal and the terms of theAcquisition in relation to the value of Exova as a standalone company and believe theAcquisition recognises Exova’s prospects and growth potential. The Exova Directors havecarefully considered the terms of the Acquisition in the context of the dynamics of the globalmarkets in which Exova operates, in particular the continued uncertainty in the oil and gassector, as well as the competitive landscape for future acquisitions. In considering the terms ofthe Acquisition, the Exova Directors have taken into account a number of factors includingthat:

• the Acquisition represents an opportunity for Exova Shareholders to realise theirinvestment in Exova for cash at a fair and reasonable value;

• the Cash Value, comprising the Offer Price of 240 pence for each Exova Share andthe Agreed Dividend, implies an enterprise value multiple of approximately16.0 times Exova’s Adjusted EBITA and 12.5 times Exova’s Adjusted EBITDA forthe 12 months ended 31 December 2016;

• the Cash Value represents a premium of approximately 26.0 per cent. to the volumeweighted average Closing Price of 192 pence per Exova Share for the 12 monthperiod ended 24 March 2017 (being the last Business Day prior to the start of theOffer Period);

• the Offer Price represents a premium of approximately 24.8 per cent. to the volumeweighted average Closing Price of 192 pence per Exova Share for the 12 monthperiod ended 24 March 2017 (being the last Business Day prior to the start of theOffer Period);

• the certainty of the Acquisition should be weighed against the inherent uncertaintyof the delivery of future value that exists in the business;

• the Acquisition delivers more value to Exova Shareholders than any other proposalsreceived by Exova from interested parties following a thorough and extensiveprocess; and

• the Exova Directors recognise Exova’s ownership structure and the irrevocableundertaking from Exova’s majority shareholder, CD&R, representing approximately54 per cent. of the ordinary share capital of Exova, to vote in favour of theAcquisition.

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Furthermore, the Exova Directors believe Exova’s employees, customers and otherstakeholders will benefit from the opportunities provided by a combination with Elementgiven the global scale and diversification across sectors of the combined business to supportits future growth and development.

Following careful consideration of the above factors, the Exova Directors intend unanimouslyto recommend the Acquisition to Exova Shareholders. The Exova Directors who hold or arebeneficially entitled to Exova Shares have each irrevocably undertaken to vote in favour of theScheme at the Court Meeting and in favour of the Special Resolution to be proposed at theExova General Meeting in respect of all their Exova Shares, being in aggregate a total of2,513,414 Exova Shares (representing approximately 1.00 per cent. of the ordinary sharecapital of Exova).

4. Background to and Element’s reasons for the Acquisition

BEV, managed by Bridgepoint, acquired Element in March 2016, in conjunction withElement’s management team. While it has a strong standalone critical mass and an attractiveinvestment case, Element management and Bridgepoint have always considered that it alsooffers a strong platform for pursuing larger acquisitions in strategic testing sectors. Elementbelieves that the Acquisition of Exova will allow the Combined Group to:

• enhance its presence in the aerospace, oil and gas, transport and industrialslaboratory based testing segments;

• benefit from geographic and end market diversification, with Element’s sectorexposure broadened to include fire, health sciences and infrastructure, as well ascalibration;

• create a global platform of increased scale whose broader range of highly technicalcapabilities will allow the Combined Group to better address the challenges whichface our customers; and

• become the employer of choice for technical talent in the laboratory based testingmarket.

5. Irrevocable undertakings

As at the date of this document, Element Bidco has received irrevocable undertakings fromeach of the Exova Directors that holds Exova Shares to vote in favour of the Scheme at theCourt Meeting and in favour of the Special Resolution, in respect of a total of 2,513,414Exova Shares, representing approximately 1.00 per cent. of the ordinary share capital ofExova in issue on 10 May 2017 (being the latest practicable date prior to this document). Theirrevocable undertakings given by the Exova Directors will remain in full force and effect ifthe Acquisition is effected by way of a Takeover Offer (provided such Takeover Offer is madeon terms at least as favourable as the terms of the Scheme) and will cease to be binding if:(i) Element Bidco announces, with the consent of the Panel, that it does not intend to make orproceed with the Acquisition and no new, revised or replacement scheme of arrangement ortakeover offer is announced by Element Bidco in accordance with Rule 2.7 of the Code at thesame time; (ii) the Scheme or Takeover Offer lapses or is withdrawn (which, for the avoidanceof doubt, in either case shall not include any suspension of the timetable applicable to theScheme) and no new, revised or replacement scheme of arrangement or takeover offer byElement Bidco has been announced, in accordance with Rule 2.7 of the Code, in its place or isannounced, in accordance with Rule 2.7 of the Code, within 10 Business Days of such lapsingor withdrawal; or (iii) any competing offer for the entire issued and to be issued share capital

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of Exova (other than that already held by Element Bidco or a subsidiary of Element Bidco orany person acting in concert with Element Bidco) is made which is declared whollyunconditional or, if proceeding by way of scheme of arrangement, becomes effective.

Element Bidco has also received irrevocable undertakings to vote in favour of the Scheme atthe Court Meeting and the Special Resolution from each of (i) CD&R, in respect of a total of135,045,958 Exova Shares and (ii) Anne Thorburn in respect of 1,378,639 Exova Shares,together representing approximately 54.46 per cent. of the ordinary share capital of Exova inissue on 10 May 2017 (being the latest practicable date prior to this document).

The irrevocable undertaking received from CD&R will remain in full force and effect if theAcquisition is effected by way of a Takeover Offer (provided such Takeover Offer is made onterms at least as favourable as the terms of the Scheme) and will cease to be binding if:(i) Element Bidco announces that it does not intend to make or proceed with the Acquisition;(ii) the Scheme or Takeover Offer lapses or is withdrawn and Element Bidco announces that itdoes not intend to make or proceed with the Acquisition; or (iii) the Scheme or TakeoverOffer lapses or is withdrawn (which, for the avoidance of doubt, shall not include anysuspension of the timetable applicable to the Scheme) and no new, revised or replacementscheme of arrangement or takeover offer has been announced by Element Bidco, inaccordance with Rule 2.7 of the Code, in its place or is announced by Element Bidco, inaccordance with Rule 2.7 of the Code, within 10 Business Days of such lapsing or withdrawal.The irrevocable undertaking received from Anne Thorburn has been provided on substantiallysimilar terms to those given by the Exova Directors.

In aggregate, therefore, Element Bidco has received irrevocable undertakings in respect of atotal of 138,938,011 Exova Shares, representing approximately 55.47 per cent. of the sharecapital of Exova in issue on 10 May 2017 (being the latest practicable date prior to thisdocument).

Copies of the irrevocable undertakings are on display on Exova’s and Element’s websites(www.exova.com and www.element.com respectively) until the end of the Acquisition.

Further details of these undertakings are set out in paragraph 6 of Part VII (AdditionalInformation).

6. Management, employees and locations

Status of integration plans

As outlined in paragraph 4 above, Element considers the principal rationale for theAcquisition to be strategic in nature, particularly in relation to achieving scale and drivingfurther geographic and sector diversification. In order to achieve the expected benefits of theAcquisition, including financial returns, Element has begun to develop preliminary integrationplans for the Combined Group. Element intends to form an internal integration teamcomprising management from both Element and Exova to carry out a detailed review of theCombined Group’s operations and to begin planning for the integration process. No decisionshave been made by Element in relation to the integration and no detailed discussions havebeen held between Element and Exova in this regard.

However, at this stage, given the limited information which has been available as part of apublic company offer process, such plans are not yet fully developed, remain subject tochange and cannot be finalised in detail until Element is able to fully interact with Exova’smanagement team following completion of the Acquisition.

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Management and employees

Element attaches great importance to the skills, knowledge and experience of Exova’semployees and believes that they will benefit from greater career and business opportunities aspart of the Combined Group. As a global testing platform Element believes there is scope forthe Combined Group to become the ‘employer of choice’ for experts in the sector. Followingthe Acquisition, Element intends to remain fully committed to the development and growth ofthe operational and technical talent of the Combined Group.

Subject to the finalisation of the integration plans, a very small number of senior managementroles from the Combined Group, may become redundant. Additionally, where there isfunctional overlap within the Combined Group, particularly in support functions, a number ofduplicate roles may become redundant, although the specific details are still to be developed.To the extent legally required Element will engage and consult with affected employees andemployee representatives following completion of the Acquisition and prior to making anyfinal decisions. Save as described below in relation to locations, any further employment-related efficiencies are intended to result from the selective non-replacement of ordinary-course, voluntary employee churn within the Combined Group.

The Exova Non-Executive Directors have confirmed that they intend to resign uponcompletion of the Acquisition.

Element has confirmed that, following completion of the Acquisition, the existingemployment rights of, and pension obligations owed to, all Exova employees will be fullysafeguarded.

Element does not intend to make any change to Exova’s employer pension schemecontributions, the accrual of benefits for existing members or the admission of new members,although Element will engage with the trustees of the TTL Chiltern Group Pension Scheme(which was closed to new members in 2002 and accrual in 2015) to discuss scheme funding.In addition, subject always to its legal obligations, the respective 401(k) pension schemes ofthe US operations of Exova and Element may be combined or otherwise aligned.

Element has confirmed that all bonus-eligible employees across the Combined Group willremain eligible to receive annual cash bonuses for the 2017 financial year in accordance withcurrent contractual entitlements, policies or practices or substantially equivalent arrangements(including substantially similar performance metrics). Bonus arrangements for 2018 andbeyond are likely to be aligned across the Combined Group, although the details of this are yetto be determined.

As outlined in paragraph 8 of Part II (Explanatory Statement) of this document, Element hasagreed certain arrangements in relation to 2017 cash bonuses and contractual notice periodsshould the employment of a member of Exova’s executive committee be terminated on thegrounds of redundancy. There are no other agreements or arrangements in place betweenElement and the senior management of Exova and, in particular, no discussions have takenplace in relation to the terms of any management incentivisation arrangements.

Element does not intend to make any material change to the conditions of employment ofeither the management or employees of Element or Exova, save as described above.

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Locations

Despite the complementary nature of the geographic footprints of Exova and Element, thereare a small number of locations where laboratory or office sites of the Combined Group willbe located in proximity.

Where appropriate, Element intends that a small number of such sites may be potentiallycombined, as is often undertaken in the ordinary course by both Element and Exova.

Consistent with the wider integration plans, Element’s site optimisation intentions are not yetfully developed, remain subject to change and cannot be finalised in detail until it is able tofully interact with Exova’s management team following completion of the Acquisition.

Other

Save in respect of any redeployment of fixed assets in connection with any change to thelocations of Exova’s places of business referred to above, Element has no plans to redeployany material fixed assets of Exova.

The Exova Directors welcome Element’s statements that Element intends to fully safeguardthe existing employment rights of, and pension obligations owed to, all Exova employees andthat (save where described in this paragraph 6 of Part I) material changes to terms andconditions of employment are not envisaged. The Exova Directors appreciate Element’scommitments to engage and consult with affected employees and appropriate employeerepresentatives where required, as well as Element’s aim to become an ‘employer of choice’in the testing sector.

The Exova Directors understand that, as a result of Element’s integration process, a number ofduplicate roles may become redundant as well as potential rationalisation of laboratory oroffice sites in a small number of locations where Exova and Element have overlappinggeographic footprints. Whilst regrettable, the Exova Directors recognise that in order toachieve the benefits of the Acquisition, restructuring through the integration process may berequired following completion of the Acquisition. However, the Exova Directors recognisethat Element’s integration planning is on-going and so detailed steps for expected integrationand, in particular, the impact on employees and office and laboratory locations of the ExovaGroup, are not yet known.

7. Exova Share Schemes

Further details of the arrangements proposed to be implemented in relation to the Exova ShareSchemes in connection with the Acquisition are set out in paragraph 7 of Part II (ExplanatoryStatement) of this document.

8. Exova’s Current Trading and Prospects

As first announced on 28 February 2017, the Exova board expects the Exova Group to delivermodest organic revenue growth at constant currency in 2017. This will be driven by Exova’sdiversified exposure and good growth in most sectors, moderated by continuing pressure inoil & gas, and a lower point in the project cycle of Exova’s engines testing business. Organicgrowth is expected to be weighted towards the second-half, partly as a result of morefavourable like-for-like comparisons. Exova’s acquisitions programme should continue tocontribute to overall revenue growth. Exova expects that recent actions it has taken to reducecost will offset general pressure on group margins in the current financial year.

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Exova’s medium-term revenue expectation remains mid-single digit organic growth, andcontinued expansion through acquisitions.

Part XI (Profit Forecast Statement) of this document contains a confirmation of the statementsin this paragraph 8 by the directors of Exova in the terms required by Rule 28.1(c)(i) of theCode.

9. Dividends

Exova Shareholders who are on the register of members of Exova as at the close of businesson 26 May 2017 will still be entitled, conditional on approval by Exova Shareholders at theAnnual General Meeting, to receive and retain the Agreed Dividend, which is expected to bepaid on 9 June 2017.


10. Taxation

Your attention is drawn to Part VI (UK Taxation) of this document. This summary isintended as a general guide only and if you are in any doubt as to your tax position, or ifyou are subject to taxation in any jurisdiction other than the UK you should consult anappropriate independent professional tax adviser without delay.

11. Overseas Shareholders

Overseas Shareholders should refer to paragraph 15 of Part II (Explanatory Statement) of thisdocument.

12. Action to be taken

Your attention is drawn to pages 7 to 9, and paragraph 17 of Part II (Explanatory Statement)of this document, which explain the actions you should take in relation to the Acquisition andthe Scheme.

Details relating to the de-listing of Exova Shares are included in paragraph 12 of Part II(Explanatory Statement) of this document.

13. Further information

Your attention is drawn to the Explanatory Statement set out in Part II of this document, thefull terms of the Scheme set out in Part IV of this document, the additional information set outin Part VII of this document and the Notices of the Meetings set out in Part IX and Part X ofthis document respectively. You should read the whole of this document and theaccompanying Forms of Proxy and not rely solely on the information contained in thisletter or the Explanatory Statement.

A copy of this document (and all information incorporated into this document by reference toanother source), the Forms of Proxy are and will be available, subject to certain restrictionsrelating to Overseas Shareholders in Restricted Jurisdictions, for inspection on Exova’swebsite at www.exova.com and Element’s website at www.element.com.

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14. Recommendation

The Exova Directors, who have been so advised by Goldman Sachs International andInvestec Bank plc as to the financial terms of the Acquisition, consider the terms of theAcquisition to be fair and reasonable. In providing their advice to the Exova Directors,Goldman Sachs International and Investec Bank plc have taken into account thecommercial assessments of the Exova Directors. Investec Bank plc is providingindependent financial advice to the Exova Directors for the purposes of Rule 3 of theCode.

The Exova Directors consider the Acquisition to be in the best interests of the ExovaShareholders taken as a whole. Accordingly, the Exova Directors unanimouslyrecommend that Exova Shareholders vote or procure votes in favour of the Scheme atthe Court Meeting and the Special Resolution relating to the Acquisition to be proposedat the General Meeting, as the Exova Directors have irrevocably undertaken to do inrespect of their own beneficial holdings of 2,513,414 Exova Shares representing, inaggregate, approximately 1.00 per cent. of Exova’s issued share capital on 10 May 2017,being the latest practicable date prior to publication of this document.

Yours faithfully,

Allister Langlands

ChairmanExova Group plc

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Part IIEXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)

12 May 2017

To all Exova Shareholders and, for information only, to participants in the Exova ShareSchemes and persons with information rights

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF EXOVA GROUP PLC BY ELEMENTMATERIALS TECHNOLOGY GROUP LIMITED

1. Introduction

On 19 April 2017, the boards of directors of Exova Group plc and Element MaterialsTechnology Group Limited announced that they had reached agreement on the terms of arecommended cash offer by Element for the entire issued and to be issued ordinary sharecapital of Exova, to be effected by means of a Court-sanctioned scheme of arrangement underPart 26 of the Companies Act.

Your attention is drawn to the letter from the Chairman of Exova set out in Part I (Letterfrom the Chairman of Exova Group plc) of this document, which forms part of thisExplanatory Statement. That letter contains, among other things, the unanimousrecommendation by the Exova Directors to Exova Shareholders to vote in favour of theresolutions to approve and implement the Acquisition, and an explanation of thebackground to and reasons for recommending the Acquisition.

The Exova Directors have been advised by Goldman Sachs International and Investec Bankplc in connection with the Acquisition. Goldman Sachs International and Investec Bank plchave been authorised by the Exova Directors to write to you to set out the terms of theAcquisition and to provide you with other relevant information. Investec Bank plc is providingindependent financial advice to the Exova Directors for the purposes of Rule 3 of the Code.

The terms of the Scheme are set out in full in Part IV of this document.

Statements made or referred to in this letter regarding Element’s reasons for the Acquisition,information concerning the business of the Element Group, the financial effects of theacquisition on Element and/or intentions or expectations of or concerning the Element Groupreflect the views of the Element Board. Statements made or referred to in this letter regardingthe background to and reasons for the recommendation of the Exova Directors, informationconcerning the business of the Exova Group, and/or intentions or expectations of orconcerning the Exova Group, reflect the views of the Exova Directors.

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2. Summary of the terms of the Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further termsset out in Part III (Conditions and Certain Further Terms of the Acquisition and the Scheme),Scheme Shareholders will be paid a price of 240 pence per share in cash by Element Bidco. Inaddition, Scheme Shareholders who are on the register of members of Exova as at the close ofbusiness on 26 May 2017 will still be entitled, conditional on approval by Exova Shareholdersat the Annual General Meeting, to receive and retain the Agreed Dividend, which is expectedto be paid on 9 June 2017. Therefore, with the Agreed Dividend, Scheme Shareholders at theScheme Record Time will be entitled to receive:

242.35 pence in cash per Exova Share (the “Cash Value”)

The Offer Price / Cash Value represents a premium of approximately:

Offer Price of240 pence perExova Share

Cash Value of242.35 pence

per ExovaShare

to the volume weighted average Closing Price ofapproximately 192.37 pence per Exova Share for the twelvemonth period ended on 24 March 2017 (being the last DealingDay prior to the start of the Offer Period): . . . . . . . . . . . . . . . . 24.8 per cent. 26.0 per cent.

to the volume weighted average Closing Price ofapproximately 203.87 pence per Exova Share for the sixmonth period ended on 24 March 2017 (being the last DealingDay prior to the start of the Offer Period): . . . . . . . . . . . . . . . . 17.7 per cent. 18.9 per cent.

to the Closing Price per Exova Share of 218.88 pence on24 March 2017 (being the last Dealing Day prior to the start ofthe Offer Period): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.7 per cent. 10.7 per cent.

The Cash Value implies an enterprise value multiple of approximately 16.0 times Exova’sAdjusted EBITA and 12.5 times Exova’s Adjusted EBITDA for the 12 months ended31 December 2016.

The Cash Value values the entire issued and to be issued ordinary share capital of Exova atapproximately £620.3 million on the basis of a fully diluted share capital of 256,009,630Exova Shares, assuming that all rights in respect of in-the-money options under the ExovaShare Schemes are exercised on the basis explained in this document. This assumes that theshares under option or award under the Exova Share Schemes will not be eligible to receivethe Agreed Dividend but will be taken into account for purposes of determining dividendequivalent rights under the Exova Group plc Long Term Incentive Plan.

Element Bidco confirms that the Offer Price of 240 pence per Exova Share is final andwill not be increased, except that Element Bidco reserves the right to increase theamount of the Offer Price if there is an announcement on or after the date of thisdocument of an offer or a possible offer for Exova by a third party offeror or potentialofferor.


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3. Information on Exova

Exova is a leading provider of laboratory-based testing and related advisory services,operating 136 laboratories and offices in 33 countries worldwide. The Group focuses onproviding customers with technically demanding, value-added testing for a broad range ofadvanced materials, components, products and systems to ensure compliance with safety,performance and quality standards imposed by customers, accreditation bodies and regulatoryauthorities. As at 10 May 2017, the Group had around 4,200 employees and servedapproximately 25,000 customers.

Exova manages its business through three divisions: i) Industries (35 per cent. of the Group’srevenue in 2016), ii) Products (36 per cent. of the Group’s revenue in 2016), iii) Infrastructure,Health and Environment (29 per cent. of the Group’s revenue in 2016). The geographic splitfor Group’s revenue in 2016 was Europe (52 per cent.), Americas (32 per cent.) and Rest ofWorld (16 per cent.).

Industries

The Industries Division includes two sectors: Aerospace and Oil & Gas and Industrials.

Aerospace

The Group’s Aerospace sector provides destructive and non-destructive testing to determinethe physical and mechanical properties of materials used in airframes and engines. The sectoralso provides production-related testing of engine components and raw materials, aircraftstructural materials and components, as well as research and development-related testing ofengine and airframe raw materials to customers in the aerospace industry, including the keyaircraft manufacturers and many of their supply chain partners.

Oil & Gas and Industrials

The Group’s Oil & Gas and Industrials sector provides materials testing and advisory servicesto off-shore and on-shore oil and gas customers, who require qualification of materials andprocesses used in the construction of up-and mid-stream oil and gas infrastructure, such aspipelines, rigs and subsea systems, and testing of downstream refinery components. Inaddition, Exova provides a range of environmental testing and analysis services to oil and gasclients related to on-shore production and drilling waste. The sector also provides materialstesting, advisory services and some non-destructive testing to a range of industrial segments,including the utilities, nuclear and rail sectors and steel forgers.

Products

The Products Division includes three sectors: Fire, Building Products & Certification;Transportation and Calibration.

Fire, Building Products & Certification

The Group’s Fire, Building Products and Certification sector provides laboratory-based testingof large and small scale specimens of materials and products to establish their resistance tofire or reaction to fire. The sector also offers the mechanical, physical and acoustic testing ofbuilding products for durability and security, as well as fire engineering and fire consulting.Certification services assess fitness for purpose or compliance with standards and spanmanagement systems, chain of custody, personnel and products and structures for the builtenvironment.

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Transportation

The Group’s Transportation sector provides routine and specialised materials testing andproduct qualification testing for automotive OEMs and suppliers. Services include vehiclerefinement; component / system testing; instrumentation & data acquisition; vehicle structuretesting; and road services simulation, with particular expertise in full vehicle testing. Thesector also provides engine quality control testing via embedded operations at or near clientsites.

Calibration

The Group’s calibration sector provides accredited calibration and metrology services to awide range of customers operating in industries such as energy, life sciences, telecoms,aerospace and defence. Services cover most instrument types and extend to life-cycle servicesfor these devices including procurement support, on-site services, repairs, technical support,disposal, requirement analysis, sourcing, and instrument administration.

Infrastructure, Health and Environment

The Infrastructure, Health and Environment Division includes three sectors: Infrastructure,Health and Environment.

Infrastructure

The Group’s Infrastructure sector provides construction materials testing, safety performanceand consultancy services, covering building materials, structures, sub-assemblies andcomponents through a combination of permanent and purpose built temporary laboratories atclient sites. A multidisciplinary laboratory system delivers physical and mechanical testing inparallel with environmental chemistry, microbiology, environmental field services andhigh-end metallurgical testing.

Health

The Group’s health sciences sector delivers pharmaceutical testing services which includeanalytical development and validation, preformulation development, raw materials testing andregulated substances control and physical characterisation and stability studies. Exova’s foodtesting capabilities include microbiology testing, nutritional composition and preservativesanalysis.

Environment

The Group provides a wide range of environmental testing services, which include stackemissions testing; contaminated land testing and forensic analysis (including oil, gas, soil,water and waste); asbestos testing and air surveying; and occupational hygiene assessmentsand monitoring.

The expertise of the Group across each division is underpinned by its core technicaldisciplines, which comprise calibration; chemistry & microbiology; construction engineeringand technology; corrosion & protection; fire, building products, and certification; metaltechnology; polymers & composites; and structures & systems.

In its annual results for the year ended 31 December 2016, Exova announced revenue of£328.6m, Adjusted EBITA of £50.3m, operating profit of £43.5m and a profit before tax of£36.6m.

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4. Information on Element and Element Bidco

Element

Element is a leading global materials and product qualification testing provider with a strongfocus on the aerospace, oil & gas and automotive end markets. Element provides solutions tocomplex technical challenges facing its customers on a daily basis through employing anddeveloping a highly technical work force and focusing on excellent operational delivery.

Element has a highly diverse customer base with over 25,000 customers across a globalnetwork of 61 laboratories strategically located across the US, Europe and China. Element hasa strong track record of M&A with 13 acquisitions completed and fully integrated within thelast five years.

Element is majority owned by BEV, the latest pan-European fund of Bridgepoint and wasacquired by BEV in March 2016. Other shareholders in Element comprise management and asmall number of institutional investors who co-invested with BEV around the time of BEV’sacquisition of Element.

Element Bidco

Element Bidco is a wholly owned indirect subsidiary of Element, established for the purposeof making the Acquisition.

5. Information on Bridgepoint and BEV

Bridgepoint

Bridgepoint is a leading pan-European private equity firm which has current assets undermanagement of over €12 billion and has a 30-year track record of investing in growthbusinesses. Independently owned and with a team including over 100 investmentprofessionals, Bridgepoint has eight offices across Europe, as well as offices in New York andShanghai.

Business services is a core sector for Bridgepoint, having completed over 40 investments inthe last 20 years in the sector. Bridgepoint has invested significant capital in the global testingindustry, across five transactions. Bridgepoint’s track record in the testing space, and acrossthe variety of end markets it covers, enables it to draw from a wide range of experience tocomplete transactions efficiently and provide strategic support to businesses throughout theperiod of ownership.

BEV

BEV is the latest Bridgepoint pan-European fund and held its final close in 2015 with totalcommitments of €4 billion primarily raised from leading institutional investors globally. Sinceits inception BEV has committed over €2 billion to a total of 11 assets.

6. Financing of the Acquisition

The cash consideration payable in connection with the Acquisition is being financed by acombination of: (a) equity and shareholder debt which is fully underwritten by BEV; and(b) debt financing arranged and fully underwritten by HSBC, HSBC Securities (USA) Inc.,Bank of America, N.A., Bank of America Merrill Lynch International Limited, ING BankN.V. and Barclays Bank plc.

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Equity Financing Arrangements

Pursuant to a subscription agreement entered into between (among others) Element, ElementBidco and BEV dated 18 April 2017 (the “Subscription Agreement”), BEV has entered intocommitments to subscribe for securities in Element and its direct wholly owned subsidiaryElement Midco conditional upon the Acquisition completing (the “Equity Funding”). Each ofElement, Element Midco and certain of their subsidiaries have given correspondingcommitments to ensure that the cash proceeds of such commitments are provided to ElementBidco. The other current investors in Element (who are either members of its managementteam or institutional co-investors of BEV) will be offered the opportunity to agree to take uptheir pro-rata proportion of the Equity Funding (the “Follow-On Offer”). In the event that theFollow-On Offer is accepted in full, this would result in 5.10 per cent. of the Equity Fundingbeing provided by management shareholders and 30.86 per cent. being provided byinstitutional co-investors, with the balance being funded by BEV. To the extent that themanagement shareholders and/or institutional co-investors elect not to accept the Follow-OnOffer any shortfall would be funded by BEV in accordance with the terms of the SubscriptionAgreement.

Pursuant to the terms of the Subscription Agreement Element Bidco has also undertaken(amongst other things) that: (a) it shall not waive and/or amend any term or condition relatingto the Acquisition or treat any condition as satisfied; and (b) in the event that the Acquisitionis implemented by way of Takeover Offer, it shall not reduce the acceptance threshold below90 per cent., in each case except to the extent: (i) that BEV consents or directs; or (ii) suchaction is required by the Code, the Panel, the Court and/or any applicable law or regulation.Element Bidco has also agreed in the Subscription Agreement not to increase or decrease theamount, or make any amendment to the form of, the consideration offered for the ExovaShares and not to implement the Acquisition by way of Takeover Offer except to the extentthat BEV consents or directs.

Debt Financing Arrangements

The debt financing for the Acquisition is to be provided under a new first lien creditagreement and a new second lien credit agreement (together the “Credit Agreements”) to beentered into by, amongst others, Element Midco.

Under the terms of the Credit Agreements, Element Midco has agreed that it shall procurethat, save as required by the Panel, the Court or any other applicable law, regulation orregulatory body or with the consent of the respective Administrative Agent (as defined in eachof the Credit Agreements) Element Bidco will not amend, vary, waive or otherwise modify theterms and conditions of the Acquisition to the extent such amendment, variance, waiver ormodification would be materially prejudicial to the interests of the lenders under the CreditAgreements, other than where such amendment would result in the price payable pursuant tothe Acquisition increasing or decreasing by certain amounts specified therein.

Cash Confirmation

BofA Merrill Lynch and HSBC, joint financial advisers to Bridgepoint, Element and ElementBidco, are satisfied that sufficient cash resources are available to Element Bidco to enable it tosatisfy in full the cash consideration payable to Exova Shareholders in connection with theAcquisition. Further details of the financing arrangements are summarised in paragraph 9 PartVII (Additional Information) of this document.

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7. Exova Share Schemes

Participants in the Exova Share Schemes will be contacted separately regarding the effect ofthe Acquisition on their rights under the Exova Share Schemes. Certain of the mattersdescribed below involve the implementation of arrangements agreed to by Element Bidcounder the Cooperation Agreement (other provisions of which are described below inparagraph 11).

All Exova Shares issued or transferred on the exercise of options or vesting of awards underthe Exova Share Schemes before the Scheme Record Time will be subject to the terms of theScheme and will constitute Scheme Shares. The Acquisition will extend to any such ExovaShares.

The Acquisition will not extend to any Exova Shares allotted, issued or transferred fromtreasury to satisfy such options and/or awards that are exercised or vest at any time after theScheme Record Time. Any Exova Shares allotted, issued or transferred after the SchemeRecord Time to satisfy such options and/or awards will, subject to the Scheme becomingeffective, be immediately transferred to Element Bidco in exchange for the same considerationas Exova Shareholders will be entitled to receive under the terms of the Acquisition. Theterms of this exchange are to be set out in the proposed amendments to the Articles which willbe considered at the General Meeting.

Exova Group plc Share Option Plan (“SOP”)

Options and awards subsisting under the SOP which are not already exercisable will vest andbecome exercisable at the Sanction Date and will remain exercisable for a period of sixmonths (or 20 days in the case of UK CSOP options) from the Sanction Date after which timethey will lapse. The Exova remuneration committee (the “Remuneration Committee”) hasexercised its discretion to disapply time pro-rating so that options and awards vest and becomeexercisable over the maximum number of Exova Shares under option or award. Participantswho elect to exercise their options under the SOP pursuant to separate correspondence sent atthe time of this document will acquire Exova Shares prior to the Scheme Record Time.

Exova Group plc Long Term Incentive Plan (“LTIP”)

Options and awards subsisting under the LTIP at the Sanction Date will vest and becomeexercisable and will remain exercisable for a period of six months (or 20 days in the case ofUK CSOP options) from the Sanction Date after which time they will lapse. TheRemuneration Committee has exercised its discretion to disapply time pro-rating so thatoptions and awards vest and become exercisable over such number of Exova Shares underoption or award as results having regard to the applicable performance targets and anydividend equivalents accrued up to the Sanction Date. Participants who elect to exercise theiroptions (or acknowledge the vesting of their awards) under the LTIP pursuant to separatecorrespondence sent at the time of this document will acquire Exova Shares prior to theScheme Record Time. For the avoidance of doubt, options and awards granted in 2014 underthe LTIP will not vest and become exercisable in connection with the Scheme since they havealready lapsed in accordance with their terms due to a failure to meeting the applicableperformance targets.

8. Exova Directors and the effect of the Scheme on their interests

Details of the interests of the Exova Directors in the share capital of Exova, and options andawards in respect of such share capital, are set out in paragraph 5 of Part VII (AdditionalInformation) of this document. Exova Shares held by the Exova Directors will be subject tothe Scheme.

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Particulars of the service contracts (including termination provisions) and letters ofappointment of the Exova Directors are set out in paragraph 7 of Part VII (AdditionalInformation) of this document.

Element has confirmed that all bonus-eligible employees will remain eligible to receiveannual cash bonuses for the 2017 financial year in accordance with current contractualentitlements, policies or practices or substantially equivalent arrangements (includingsubstantially similar performance metrics). In addition, should the employment of a memberof Exova’s executive committee be terminated on the grounds of redundancy (includingresignation as a result of a place of work relocation of more than 50 miles), Element willprocure that such employee shall be paid a cash bonus on termination equal to 100 per cent. ofthe personal objectives element of the total bonus opportunity and a pro-rated percentage ofthe financial/strategic objectives element, based on performance to the end of the monthimmediately preceding the Effective Date (pro rated for such employee’s period ofemployment during the 2017 financial year). Element intends to enter into discussions withsenior management of Exova in due course regarding their continuing involvement in theCombined Group. Element has agreed that if the employment of a member of Exova’sexecutive committee is terminated on the grounds of redundancy (including where such Exovaemployee resigns in response to their place of work being relocated by more than 50 miles)within 12 months of the Effective Date, it will (subject to the relevant Exova employeeagreeing to provide handover assistance) not require the Exova employee to serve theircontractual notice period and shall arrange for the employee to receive a payment of lieu ofnotice in a single lump sum on the date of termination of employment. There are no otheragreements or arrangements in place between Element and the senior management of Exovaand, in particular, no discussions have taken place in relation to the terms of any managementincentivisation arrangements.

Element Bidco has received irrevocable undertakings from each of the Exova Directors thathold Exova Shares to vote in favour of the Scheme at the Court Meeting and the SpecialResolution to be proposed at the General Meeting in respect of 2,513,414 Exova Shares,representing approximately 1.00 per cent. of Exova’s issued share capital on 10 May 2017,being the latest practicable date prior to publication of this document.

Save as set out in this document, the effect of the Scheme on the interests of the ExovaDirectors does not differ from the effect of the Scheme on the interests of other persons.

9. Description of the Scheme and the Meetings

9.1 The Scheme

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangementbetween Exova and the Scheme Shareholders who are on the register of members at theScheme Record Time, under Part 26 of the Companies Act. The procedure requires approvalby Exova Shareholders at the Court Meeting and General Meeting, and sanction of theScheme by the Court. The Scheme is set out in full in Part IV (Scheme of Arrangement) of thisdocument.

The purpose of the Scheme is to provide for Element Bidco to become the holder of the entireissued ordinary share capital of Exova. This is to be achieved by transferring the SchemeShares held by Scheme Shareholders to Element Bidco, in consideration for which ElementBidco will pay cash to the Scheme Shareholders on the basis set out in this Part II.

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Exova Shareholder Meetings

Before the Court’s sanction can be sought for the Scheme, the Scheme requires approval bythe passing of a resolution at the Court Meeting. The resolution must be approved by amajority in number of the Scheme Shareholders (other than the Excluded Shareholders)present and voting, either in person or by proxy, representing not less than 75 per cent. invalue of the Scheme Shares held by such Scheme Shareholders. In addition, the SpecialResolution must be passed at the General Meeting to authorise the Exova Directors toimplement the Scheme and deal with certain ancillary matters (which requires the approval ofExova Shareholders present and voting representing at least 75 per cent. of the votes cast atthe General Meeting (either in person or by proxy)). The General Meeting will be heldimmediately after the Court Meeting. Notices of the Court Meeting and the General Meetingare set out in Part IX (Notice of Court Meeting) and Part X (Notice of General Meeting) of thisdocument, respectively.

Save as set out below, all holders of Exova Shares whose names appear on the register ofmembers of Exova at the Voting Record Time, or, if any such Meeting is adjourned, on theregister of members at 6.00 p.m. (London time) on the date which is two days (excludingnon-working days) before the date set for such adjourned meeting, will be entitled to attendand vote at the Court Meeting and the General Meeting, in respect of the Exova Sharesregistered in their name at the relevant time.

(a) The Court Meeting

The Court Meeting has been convened at the direction of the Court for 11.00 a.m.(London time) on 9 June 2017 for Scheme Shareholders to consider and, if thought fit,approve the Scheme.

At the Court Meeting, voting will be by poll and each Scheme Shareholder (other thanthe Excluded Shareholders) present in person or by proxy will be entitled to one vote foreach Scheme Share held as at the Voting Record Time. The approval required at theCourt Meeting is a majority in number of those Scheme Shareholders present and votingin person or by proxy, representing not less than 75 per cent. in value of the SchemeShares voted by such Scheme Shareholders.

It is important that, for the Court Meeting in particular, as many votes as possibleare cast, so that the Court may be satisfied that there is a fair and reasonablerepresentation of opinion of the Exova Shareholders. You are therefore stronglyadvised to sign and return your Forms of Proxy for both the Court Meeting and theGeneral Meeting as soon as possible. Doing so will not prevent you from attending,voting and speaking at the Meetings or any adjournment thereof, if you so wish andare so entitled.

(b) The General Meeting

The General Meeting has been convened for 11.15 a.m. (London time) on 9 June 2017, oras soon after that time as the Court Meeting has been concluded or adjourned, for ExovaShareholders to consider and, if thought fit, pass the Special Resolution necessary toimplement the Scheme and certain related matters.

The Special Resolution is proposed to approve:

(i) giving the Exova Directors the authority to take all necessary action to carry theScheme into effect;

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(ii) amending Exova’s Articles as described below; and

(iii) re-registering Exova as a private limited company.

It is proposed, as part of the Special Resolution to be proposed at the General Meeting,that the Exova Articles be amended to ensure that any Exova Shares issued under theExova Share Schemes or otherwise after the General Meeting and prior to the SchemeRecord Time will be subject to the Scheme. It is also proposed to amend the ExovaArticles so that any Exova Shares issued to any person other than Element Bidco or itsnominee after the Scheme Record Time will be automatically acquired by Element Bidcofor cash consideration equal to the value of 240 pence per Exova Share. These provisionswill avoid any person (other than Element Bidco or its nominee) being left with ExovaShares after the Scheme becomes effective. Paragraph (b) of the Special Resolution setout in the notice of the General Meeting in Part X (Notice of General Meeting) of thisdocument seeks the approval of Exova Shareholders for such amendments.

At the General Meeting, voting on the Special Resolution will be by poll and each ExovaShareholder present in person or by proxy will be entitled to one vote for each ExovaShare held as at the voting Record Time. The approval required for the SpecialResolution to be passed is at least 75 per cent. of the votes cast on the Special Resolution(in person or by proxy).

BLUE Forms of Proxy for use at the Court Meeting and WHITE Forms of Proxy for use at theGeneral Meeting should be returned, either by post or (during normal business hours only) byhand to Exova’s Registrars, Capita Asset Services, at Capita Asset Services, PXS, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in anyevent, so as to be received not later than 11.00 a.m. and 11.15 a.m., respectively on 7 June2017 (or, in the case of adjournment(s), not later than 48 hours (excluding non-working days)before the time fixed for the adjourned Meeting(s)). If the BLUE Form of Proxy for the CourtMeeting is not returned by the above time, it may be handed to a representative of CapitaAsset Services, on behalf of the Chair of the Court Meeting, or to the Chair of the CourtMeeting before the start of that Meeting. However, in the case of the General Meeting, theWHITE Form of Proxy must be returned by the time mentioned above, or it will be invalid.The completion and return of a Form of Proxy will not prevent you from attending and votingin person at either the Court Meeting or the General Meeting, or any adjournment thereof, ifyou so wish and are so entitled.

Information about the procedures for appointing proxies and giving voting instructions is setout in paragraph 17 (Action to be taken) below of this Part II and on pages 7 to 9 of thisdocument.

9.2 Court Hearing

Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by theCourt to sanction the Scheme is currently expected to be held on 28 June 2017 subject to theprior satisfaction or waiver of the other Conditions set out in Part III (Conditions to andfurther terms of the Acquisition and the Scheme) of this document. Element Bidco does notintend to apply for the Court Hearing until all of the regulatory Conditions set out in Part III(Conditions to and further terms of the Acquisition and the Scheme) of this document havebeen satisfied.

The Court Hearing will be held at The Royal Courts of Justice, The Rolls Buildings, FetterLane, London EC4A 1NL. Scheme Shareholders are entitled to attend the Court Hearing,should they wish to do so, in person or through counsel.

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Following sanction of the Scheme by the Court, the Scheme will become effective inaccordance with its terms upon a copy of the Scheme Court Order being delivered to theRegistrar of Companies. This is presently expected to occur on 29 June 2017, subject tosatisfaction (or, where applicable, waiver) of the Conditions.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders,irrespective of whether or not they attended or voted in favour of, or against, the Schemeat the Court Meeting or in favour of, or against, or abstained from voting on, the SpecialResolution at the General Meeting.

If the Scheme does not become effective by 18 October 2017 (or such later date as may beagreed in writing by Exova and Element Bidco with the Panel’s consent and as the Court mayapprove (if such approval is required)), the Scheme will not become effective and theAcquisition will not proceed.

9.3 Entitlement to vote at the Meetings

Each Exova Shareholder who is entered in Exova’s register of members at the Voting RecordTime (expected to be 6.00 p.m. (London time) on 7 June 2017) will be entitled to attend, voteand speak on all resolutions to be put to the Court Meeting and the General Meeting. If eitherMeeting is adjourned, only those Exova Shareholders on the register of members at 6.00 p.m.(London time) on the day which is two days (excluding non-working days) before theadjourned Meeting will be entitled to attend and vote. Each eligible Exova Shareholder isentitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. Aproxy need not be a shareholder of Exova but must attend the Meetings.

The completion and return of a Form of Proxy or the appointment of a proxy or proxieselectronically shall not prevent an Exova Shareholder from attending, voting and speaking inperson at either Meeting or any adjournment thereof if such shareholder wishes and is entitledto do so.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings, pleasecall Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rateand will vary by provider. Calls outside the United Kingdom will be charged at the applicableinternational rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Fridayexcluding public holidays in England and Wales. Please note that Capita Asset Servicescannot provide any financial, legal or tax advice and calls may be recorded and monitored forsecurity and training purposes.

Further information on the actions to be taken is set out on pages 7 to 9 (Action to be taken) ofthis document.

9.4 Modifications to the Scheme

The Scheme contains a provision for Exova and Element Bidco jointly to consent (on behalfof all persons concerned) to any modification of, or addition to, the Scheme or to anycondition which the Court may approve or impose. The Court would be unlikely to approve orimpose any modification of, or addition or condition to, the Scheme which might be materialto the interests of Scheme Shareholders unless Scheme Shareholders were informed of anysuch modification, addition or condition. It would be for the Court to decide, in its discretion,whether or not a further meeting of Scheme Shareholders should be held in thosecircumstances.

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9.5 Implementation by way of Takeover Offer

Element Bidco reserves the right to elect to implement the Acquisition by way of a TakeoverOffer, subject to the Panel’s consent and subject to the terms of the Cooperation Agreement.In such event, such Takeover Offer will be implemented on the same terms and conditions, sofar as applicable, as those which would apply to the Scheme subject to appropriateamendments, including (without limitation) an acceptance condition set at not more than75 per cent. of the issued Exova Shares, or, where any of the circumstances set out in Note 2of Section 8 of Appendix 7 of the Code applies, 90 per cent. of the Exova Shares to which theTakeover Offer relates (or such other percentage, being more than 50 per cent. of the ExovaShares to which the Takeover Offer relates) as Element Bidco may decide (subject to thePanel’s consent).

10. Conditions to the Acquisition

The Acquisition is subject to the Conditions and further terms set out in full in Part III(Conditions to and further terms of the Implementation of the Acquisition and the Scheme) ofthis document, including, amongst other things, the receipt of the relevant clearances fromcompetition authorities in the United States, Sweden and Germany and certain notificationsbeing made and applicable notification and/or waiting periods having expired in respect ofITAR and the Canadian Controlled Goods Regulations. In particular, it should be noted thatthe condition relating to United States competition clearance will not be satisfied if theAcquisition is the subject of a Second Request from the Antitrust Division of the United StatesDepartment of Justice or the United States Federal Trade Commission.

The Acquisition is also conditional upon the satisfaction of the formal conditions required tobe satisfied in connection with the Scheme as set out in Part III of this document, whichprovide that the Acquisition is conditional on:

• the approval of the Scheme by a majority in number of the Scheme Shareholders(other than the Excluded Shareholders) present and voting (and entitled to vote),representing not less than 75 per cent. in value of the Exova Shares voted, either inperson or by proxy, at the Court Meeting;

• the approval of the Special Resolution by the Exova Shareholders by the requisitemajority at the General Meeting; and

• the sanction of the Scheme by the Court (in either case, with or without modificationbut subject to any modification being on terms acceptable to Exova and ElementBidco) and the delivery of a copy of the Scheme Court Order to the Registrar ofCompanies.

The Scheme shall lapse if:

(i) the Court Meeting and the General Meeting are not held by 1 July 2017 (or suchlater date as may be agreed between Element Bidco and Exova); or

(ii) the Scheme does not become effective by 18 October 2017,

provided however that the deadlines for the timing of the Court Meeting and the GeneralMeeting and the deadline for the Scheme to become effective may be extended by agreementbetween Element Bidco and Exova, with the consent of the Court or Panel if required.

The Acquisition will also lapse if the acquisition of Exova by Element Bidco is referred to thechair of the CMA for the constitution of a group under Schedule 4 to the Enterprise andRegulatory Reform Act 2013, or the European Commission either initiates proceedings under

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Article 6(1)(c) of the Council Regulation or makes a referral to a competent authority of theUnited Kingdom under Article 9(1) of the Council Regulation and there is then a reference tothe chair of the Competition and Markets Authority for the constitution of a group underSchedule 4 to the Enterprise and Regulatory Reform Act 2013, before the date of the CourtMeeting.

11. Offer-related arrangements

11.1 Confidentiality Agreements

Exova and BEV (acting by its manager Bridgepoint) entered into a confidentiality agreementon 13 February 2017 (the “Confidentiality Agreement”), pursuant to which, amongst otherthings, BEV has undertaken, (i) to keep confidential information relating to the Acquisitionand Exova; (ii) use such information only for the purposes of evaluating, negotiating, advisingupon or implementing the Acquisition; and (iii) not to disclose such information unlesspermitted by the terms of the Confidentiality Agreement. The confidentiality obligations willremain in force for a period of 24 months from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from BEV that for a period of12 months, BEV or any of its group undertakings shall not, without the prior written consentof Exova, acquire or offer to acquire any interest in share or other securities of Exova (whichundertaking ceases as at the date of this document) and that, for a period of 12 months, BEVshall not, without Exova’s prior written consent, solicit certain employees, officers, suppliersor customers of Exova, subject to customary carve-outs.

11.2 Cooperation Agreement

Exova and Element Bidco entered into a cooperation agreement on 19 April 2017 with respectto the Acquisition (the “Cooperation Agreement”). Under the terms of the CooperationAgreement, Exova and Element Bidco have agreed, among other things, that (in summary):

• Exova and Element Bidco will cooperate with each other, and provide certaininformation to each other, in order to assist in obtaining clearance from competitionand other regulatory bodies in order to satisfy the Conditions relating to suchclearances;

• Element Bidco will provide Exova with certain information and assistance inpreparing the Scheme Document and implementing the Acquisition;

• Element and Exova will agree to the implementation of certain matters relating tothe treatment of options and awards under the Exova Share Schemes and certainother employee related arrangements;

• Exova and Element Bidco intend to implement the Acquisition by way of theScheme, subject to the ability of Element Bidco, with the consent of the Panel, toproceed by way of a Takeover Offer;

• Element Bidco will pay Exova a break payment of £6.203 million if: (i) on or priorto the Longstop Date, Element Bidco invokes any of the Regulatory Conditions soas to cause the Acquisition not to proceed, lapse or be withdrawn; (ii) a Rule 12Event takes place on or prior to the Longstop Date; or (iii) any Regulatory Conditionhas not been satisfied or waived by Element Bidco by 11.59 p.m. on the date whichis 14 days prior to the Longstop Date;

• the Cooperation Agreement shall terminate (save in respect of certain survivingprovisions) if: (i) Exova and Element Bidco so agree in writing; (ii) the Acquisition

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is, with the permission of the Panel, withdrawn or lapses in accordance with itsterms prior to the Longstop Date (other than where (i) such lapse or withdrawal is asa result of the exercise of Element Bidco’s right to effect a switch; or (ii) it isotherwise to be followed within ten Business Days by an announcement underRule 2.7 of the Code made by Element Bidco or a person acting in concert withBidco to implement the Acquisition by a different offer or scheme on substantiallythe same or improved terms); or (iii) the Effective Date has not occurred on orbefore the Longstop Date, unless otherwise agreed in writing between ElementBidco and Exova;

• Element Bidco may terminate the Cooperation Agreement (save in respect of certainsurviving provisions) if: (i) the Exova Directors withdraw or adversely modify theirrecommendation of the Acquisition; (ii) Exova announces it will not convene theCourt Meeting or General Meeting or it intends not to post the Scheme Document or(if different) the document convening the General Meeting; or (iii) any Condition isnot satisfied or waived or becomes incapable of satisfaction or waiver by theLongstop Date (in each case if invocation of each Condition is permitted by thePanel);

• Element Bidco may also terminate the Cooperation Agreement (save in respect ofcertain surviving provisions) if a competing proposal is recommended by the ExovaDirectors or completes, becomes effective or is declared unconditional in allrespects; and

• either Element Bidco or Exova may terminate the Cooperation Agreement (save inrespect of certain surviving provisions) if the requisite resolutions are not passed ateither or both of the Court Meeting and the General Meeting.

12. Settlement

Subject to the Scheme becoming effective, settlement of the consideration to which any holderof Scheme Shares is entitled will be effected in any event not later than 14 days after theEffective Date in the manner set out below.

12.1 Consideration where Scheme Shares are held in uncertificated form (that is, inCREST)

On or shortly before the Effective Date, entitlements to Scheme Shares within CREST will becancelled.

Where, at the Scheme Record Time, a holder of Scheme Shares holds such shares inuncertificated form, settlement of cash consideration will be effected through CREST by thecreation of an assured payment obligation in favour of the appropriate CREST accountthrough which the relevant Exova Shareholder holds such uncertificated shares no later than14 days after the Effective Date.

As from or shortly before the Effective Date, each holding of Exova Shares credited to anystock account in CREST will be disabled and removed from CREST.

12.2 Consideration where Scheme Shares are held in certificated form

On the Effective Date, share certificates for Scheme Shares held in certificated form will ceaseto be valid and should be destroyed.

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Where, at the Scheme Record Time, a holder of Scheme Shares holds such shares incertificated form, settlement of the cash consideration due pursuant to the Scheme will beeffected by cheque. All cheques will be in pounds sterling drawn on the branch of a UKclearing bank. Payments made by cheque will be payable to the Exova Shareholder(s)concerned, save that in the case of joint holders, payment may be made to the holder whosename stands first in the register of members of Exova in respect of the joint holdingconcerned. Cheques will be despatched no later than 14 days after the Effective Date.

12.3 General

All documents and remittances sent through the post will be sent at the risk of the person(s)entitled thereto.

Save with the consent of the Panel, settlement of the consideration to which any ExovaShareholder is entitled under the Scheme will be implemented in full in accordance with theterms set out in this Part II without regard to any lien, right of set off, counterclaim oranalogous right to which Element Bidco may otherwise be, or claim to be, entitled against anyExova Shareholder.

13. Delisting of Exova Shares and re-registration

The last day of dealings in, and for registration of transfers of, Exova Shares is expected to be27 June 2017, following which the Exova Shares will be suspended from the Official List andfrom trading on the London Stock Exchange’s market for listed securities.

Prior to the Scheme becoming effective, applications will be made to the UK ListingAuthority for the listing of the Exova Shares to be cancelled and to the London StockExchange for the Exova Shares to cease to be admitted to trading on the London StockExchange’s market for listed securities. The delisting will take place on the Business Dayfollowing the Effective Date.

On the Effective Date, share certificates in respect of the Scheme Shares will cease to be valid.In addition, on or shortly before the Effective Date, entitlements to Scheme Shares held withinthe CREST system will be cancelled.

It is proposed that, following the Scheme becoming effective, and after the Exova Shares havebeen delisted, Exova will be re-registered as a private company.

14. Taxation

Shareholders should read Part VI (UK Taxation) of this document which contains a generaldescription of the United Kingdom tax consequences of the Acquisition. If they are in anydoubt as to their tax position, they should contact their professional adviser immediately.

Exova Shareholders who are or may be subject to tax outside the United Kingdom shouldconsult an appropriate independent professional adviser as to the tax consequences of theAcquisition.

15. Overseas Shareholders

The availability of the Acquisition to Exova Shareholders who are not resident in theUnited Kingdom may be affected by the laws of the relevant jurisdictions in which they areresident. Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements.

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The release, publication or distribution of this document in certain jurisdictions may berestricted by law. Persons who are not resident in the United Kingdom or who are subject toother jurisdictions should inform themselves of, and observe, any applicable requirements. Inparticular, the ability of persons who are not resident in the United Kingdom to vote theirExova Shares with respect to the Scheme at the Court Meeting, or to appoint another person asproxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevantjurisdictions in which they are located. Any failure to comply with the applicable restrictionsmay constitute a violation of the securities laws of any such jurisdiction. To the fullest extentpermitted by applicable law, the companies and persons involved in the Acquisition disclaimany responsibility or liability for the violation of such restrictions by any person. Thisdocument has been prepared for the purposes of complying with English law and the Codeand the information disclosed may not be the same as that which would have been disclosed ifthis document had been prepared in accordance with the laws of jurisdictions outside ofEngland.

Unless otherwise determined by Element Bidco or required by the Code, and permitted byapplicable law and regulation, the Acquisition will not be made available, directly orindirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws inthat jurisdiction and no person may vote in favour of the Scheme by any such use, means,instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do sowould constitute a violation of the laws of that jurisdiction. Accordingly, copies of thisdocument 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 aRestricted Jurisdiction where to do so would violate the laws in that jurisdiction, and personsreceiving this document and all documents relating to the Acquisition (including custodians,nominees and trustees) must not mail or otherwise distribute or send them in, into or fromsuch jurisdictions where to do so would violate the laws in that jurisdiction.

16. Further information

The terms of the Scheme are set out in full in Part IV of this document. Your attention is alsodrawn to the further information contained in this document, all of which forms part of thisExplanatory Statement, and, in particular, to the Conditions set out in Part A of Part III(Conditions to and further terms of the Implementation of the Acquisition and the Scheme),and the additional information set out in Part VII (Additional Information) of this document.

17. Action to be taken

Sending Forms of Proxy by post or by hand

Exova Shareholders will receive a BLUE Form of Proxy for the Court Meeting and a WHITEForm of Proxy for the General Meeting. Please complete and sign the Forms of Proxy inaccordance with the instructions printed on them and return them, either (i) by post or(ii) during normal business hours only, by hand to Exova’s Registrars, Capita Asset Services,at Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR34TU so as to be received as soon as possible and, in any event, not later than 11.00 a.m. and11.15 a.m., respectively on 7 June 2017 (or, in the case of adjournment(s), not later than48 hours (excluding non-working days) before the time fixed for the adjourned Meeting(s)). Ifthe BLUE Form of Proxy for the Court Meeting is not received by the above time, it may behanded to a representative of Capita Asset Services, on behalf of the Chair of the CourtMeeting, or to the Chair of the Court Meeting before the start of that Meeting. However, in thecase of the General Meeting, the WHITE Form of Proxy must be received by the timementioned above, or it will be invalid.

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Exova Shareholders are entitled to appoint a proxy in respect of some or all of their ExovaShares and may also appoint more than one proxy, provided that each proxy is appointed toexercise the rights attached to a different share or shares held by such holder. ExovaShareholders who wish to appoint more than one proxy in respect of their holding of ExovaShares should contact Capita Asset Services for further Forms of Proxy.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically usingCREST (or any other procedure described below), will not prevent you from attending,speaking and voting in person at either the Court Meeting or the General Meeting, or anyadjournment thereof, if you wish and are entitled to do so.

Electronic appointment of proxies through CREST

If you hold your Exova Shares in uncertificated form (i.e. in CREST) you may vote using theCREST voting service in accordance with the procedures set out in the CREST Manual(please also refer to the accompanying notes to the notices of the Meetings set out in Part IX(Notice of Court Meeting) and Part X (Notice of General Meeting) of this document). Proxiessubmitted via CREST (under CREST participant ID RA10) must be received by Exova’sRegistrars by no later than 11.00 a.m. London time on 7 June 2017 in the case of the CourtMeeting and by no later than 11.15 a.m. London time on 7 June 2017 in the case of theGeneral Meeting or, in the case of any adjournment, by no later than 48 hours (excluding anypart of a day that is not a working day) before the time fixed for the holding of the adjournedMeeting.

In order for a proxy appointment or instruction made using the CREST service to be valid, theappropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticatedin accordance with the specifications of Euroclear and must contain the information requiredfor such instructions as described in the CREST Manual. The message (regardless of whetherit constitutes the appointment of a proxy or an amendment to the instructions given to apreviously appointed proxy), must, in order to be valid, be transmitted so as to be received byCapita Asset Services not less than 48 hours (excluding non-working days) before the timefixed for the Court Meeting or General Meeting (or adjourned Meeting), as applicable. Forthis purpose, the time of receipt will be taken to be the time (as determined by the timestampapplied to the message by the CREST Application Host) from which Capita Asset Services isable to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Afterthis time any change of instructions to proxies appointed through CREST should becommunicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers,should note that Euroclear does not make available special procedures in CREST for anyparticular messages. Normal system timings and limitations will therefore apply in relation tothe input of CREST Proxy Instructions. It is the responsibility of the CREST memberconcerned to take (or, if the CREST member is a CREST personal member or sponsoredmember or has appointed any voting service provider(s), to procure that his/her CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CREST system by any particular time. In thisconnection, CREST members and, where applicable, their CREST sponsors or voting serviceproviders are referred, in particular, to those sections of the CREST Manual concerningpractical limitations of the CREST system and timings.

Exova may treat as invalid a CREST Proxy Instruction in the circumstances set out in theCREST Regulations.

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Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, Exova Shareholdersentitled to attend and vote at the Meetings may appoint a proxy electronically by logging on tothe following website: www.exovagroup-shares.com and entering the voting ID, task ID andshareholder reference number shown on their Forms of Proxy. For an electronic proxyappointment to be valid, the appointment must be received by Capita Asset Services no laterthan 11.00 a.m. London time on 7 June 2017 for the Court Meeting and 11.15 a.m. Londontime on 7 June 2017 for the general meeting (or, in the case of adjournment(s), not later than48 hours (excluding non-working days) before the time fixed for the adjourned Meeting(s)).Full details of the procedure to be followed to appoint a proxy electronically are given on thewebsite.

In the case of the Court Meeting only, if you have not appointed a proxy electronically bysuch time you may complete the BLUE Form of Proxy and hand it to a representative ofCapita Asset Services, on behalf of the Chair of the Court Meeting, before the start of thatMeeting.

It is important that, for the Court Meeting in particular, as many votes as possible arecast so that the Court may be satisfied that there is a fair representation of ExovaShareholder opinion. You are therefore strongly urged to complete and return both ofyour Forms of Proxy as soon as possible. Doing so will not prevent you from attending,speaking and voting in person at the Meetings if you wish and are entitled to do so.

Shareholder Helpline

If you have any questions in relation to this document, the Meetings, or the completionand return of the Forms of Proxy, please call Capita Asset Services on 0371 664 0321.Calls are charged at the standard geographic rate and will vary by provider. Callsoutside the United Kingdom will be charged at the applicable international rate. Thehelpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding publicholidays in England and Wales. Please note that Capita Asset Services cannot provideany financial, legal or tax advice and calls may be recorded and monitored for securityand training purposes.

Yours faithfully

Nick Harper Keith AndersonManaging Director Managing Director

Goldman Sachs International Investec Bank plc

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Part IIICONDITIONS AND FURTHER TERMS OF THE

ACQUISITION AND THE SCHEME

Part A: Conditions to the Scheme and Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional andbecoming effective, subject to the provisions of the Code, by no later than 18 October2017 or such later date (if any) as Element Bidco and Exova may, with the consent of thePanel, agree and (if required) the Court may approve.

Scheme approval

2. The Scheme will be conditional upon:

(a) approval of the Scheme at the Court Meeting (or at any adjournment thereof,provided that the Court Meeting may not be adjourned beyond 1 July 2017 or suchlater date (if any) as Element Bidco and Exova may agree) by a majority in numberof the Scheme Shareholders present and voting, either in person or by proxy,representing three-quarters or more in value of the Scheme Shares held by thoseScheme Shareholders;

(b) all resolutions in connection with or required to approve and implement the Schemeas set out in the notice of the General Meeting (including, without limitation, theSpecial Resolution) being duly passed by the requisite majority at the GeneralMeeting (or at any adjournment thereof, provided that the General Meeting may notbe adjourned beyond 1 July 2017 or such later date (if any) as Element Bidco andExova may agree); and

(c) the sanction of the Scheme without modification or with modification on termsacceptable to Element Bidco and Exova, provided that the Court Hearing may not beadjourned beyond 20 July 2017 or such later date (if any) as Element Bidco andExova may agree) and the delivery of a copy of the Scheme Court Order to theRegistrar of Companies.

In addition, Element Bidco and Exova have agreed that the Acquisition will beconditional upon the following Conditions and, accordingly, the necessary actions tomake the Scheme effective will not be taken unless such conditions (as amended, ifappropriate) have been satisfied or, where relevant, waived:

Regulatory clearances

United States

3. The initial waiting period applicable to the Acquisition under the HSR Act shall haveexpired or been terminated within that initial waiting period without a request foradditional information and documentary material pursuant to the HSR Act (a “SecondRequest”) having been received from the Antitrust Division of the United StatesDepartment of Justice or the United States Federal Trade Commission.

4. Insofar as the Acquisition is required to be notified to the DDTC pursuant to section122.4(b) of ITAR, all necessary notifications and filings in relation thereto having beenmade and all applicable waiting or notification periods in relation thereto having expired,lapsed or been terminated or waived as appropriate in each case in respect of theAcquisition.

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Sweden

5. The occurrence of one of the following events:

(a) the Swedish Competition Authority (Konkurrensverket) not commencing a specialinvestigation pursuant to Chapter 4, Article 11 of the Swedish Competition Act(Konkurrenslag 2008:579), as amended, in relation to the Acquisition;

(b) the Swedish Competition Authority having commenced a special investigationpursuant to Chapter 4, Article 11 of the Swedish Competition Act not requestingPatent and Market Court (Patent- och marknadsdomstolen) to prohibit or suspendthe closing of the Acquisition pursuant to Chapter 4, Articles 13 and 17,respectively, of the Swedish Competition Act; or

(c) The Patent and Market Court permitting the Acquisition to proceed unconditionallyor upon conditions or obligations pursuant to Chapter 4, Article 2 of the SwedishCompetition Act that are reasonably satisfactory to Element Bidco.

Germany

6. The prohibition on closing contained in s.41(1) of the German Act against Restraints ofCompetition (Gesetz gegen Wettbewerbsbeschraenkungen) (“GWB”) being lifted as aresult of the German Federal Cartel Office (Bundeskartellamt):

(a) after receipt of a complete notification (s.40(1) GWB), approving the Acquisition byinforming Element Bidco in writing that the preconditions for prohibition in s.36(1)GWB are not met and that it therefore does not intend to initiate an in depthinvestigation of the Acquisition (Hauptpruefverfahren) under s.40(2) GWB;

(b) failing to prohibit the Acquisition within the four month period provided for ins.40(2) sentence 2 GWB following the initiation of an in depth investigation(Hauptpruefverfahren);

(c) failing to prohibit the Acquisition within any extended period to which ElementBidco has agreed pursuant to s.40(2) sentence 3 no 1 GWB following the initiationof an in depth investigation (Hauptpruefverfahren); or

(d) approving the Acquisition pursuant to s.40(2) GWB following an in depthinvestigation (Hauptpruefverfahren) by informing Element Bidco in writing that thepreconditions for prohibition in s.36(1) GWB are not met without attaching to itsdecision any conditions which are not reasonably satisfactory to Element Bidco.

Canada

7. Insofar as the Acquisition is required to be notified to Public Works and GovernmentServices Canada pursuant to subsection 9(2) of the Canadian Controlled GoodsRegulations, all necessary notifications and filings in relation thereto having been madeand all applicable waiting or notification periods in relation thereto having expired,lapsed or been terminated or waived as appropriate in each case in respect of theAcquisition.

General Third Party clearances

8. All notifications to and filings with, Third Parties which are necessary in order to allowthe Acquisition to close having been made, all appropriate waiting and other time periods(including any extensions of such waiting and other time periods) under any applicablelegislation or regulation of any relevant jurisdiction having expired, lapsed or been

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terminated (as appropriate) and all statutory or regulatory obligations in any relevantjurisdiction having been complied with in each case in connection with the Scheme orAcquisition or the acquisition or proposed acquisition of any shares or other securities in,or control or management of, Exova or any other member of the Wider Exova Group byany member of the Wider Element Group or the carrying on by any member of the WiderExova Group of its business;

9. No Third Party whose consent or non-intervention is required in order to allow theAcquisition to close having intervened (as defined below) and there not continuing to beoutstanding any statute, regulation or order of any Third Party in each case which is or islikely to be material in the context of the Wider Element Group or Wider Exova Group orthe Acquisition which would or might reasonably be expected to:

(a) make the Scheme or the Acquisition or, in each case, its implementation or theacquisition or proposed acquisition by Element Bidco or any member of the WiderElement Group of any shares or other securities in, or control or management of,Exova or any member of the Wider Exova Group void, illegal or unenforceable inany jurisdiction, or otherwise directly or indirectly materially restrain, prevent,prohibit, restrict or delay the same or impose additional material conditions orobligations with respect to the Scheme or the Acquisition or such acquisition, orotherwise materially impede, challenge or interfere with the Scheme or Acquisitionor such acquisition, or require material amendment to the terms of the Scheme orAcquisition or the acquisition or proposed acquisition of any Exova Shares or theacquisition of control or management of Exova or the Wider Exova Group byElement Bidco or any member of the Element Group;

(b) materially limit or delay, or impose any material limitations on, the ability of anymember of the Wider Element Group or any member of the Wider Exova Group toacquire or to hold or to exercise effectively, directly or indirectly, all or any rights ofownership in respect of shares or other securities in, or to exercise voting ormanagement control over, any member of the Wider Exova Group or any memberof the Wider Element Group;

(c) require, prevent or materially delay the divestiture or materially alter the termsenvisaged for any proposed divestiture by any member of the Wider Element Groupof any shares or other securities in Exova;

(d) require, prevent or materially delay the divestiture or alter the terms envisaged forany proposed divestiture by any member of the Wider Element Group or by anymember of the Wider Exova Group of all or any portion of their respectivebusinesses, assets or properties or materially limit the ability of any of them toconduct any of their respective businesses or to own or control any of theirrespective assets or properties or any part thereof;

(e) except pursuant to sections 974 to 991 of the Companies Act, require any memberof the Wider Element Group or of the Wider Exova Group to acquire, or to offer toacquire, any shares or other securities (or the equivalent) in any member, or repayany indebtedness of any member of either group owned by or owed to any thirdparty;

(f) materially limit the ability of any member of the Wider Element Group or of theWider Exova Group to conduct or integrate or coordinate its business, or any part ofit, with the businesses or any part of the businesses of any other member of theWider Element Group or of the Wider Exova Group;

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(g) result in any member of the Wider Exova Group or the Wider Element Groupceasing to be able to carry on business under any name under which it presentlydoes so; or

(h) otherwise materially adversely affect any or all of the business, assets, profits,financial or trading position or prospects of any member of the Wider Exova Groupor of the Wider Element Group,

and all applicable waiting and other time periods during which any Third Party whoseconsent is required in order to allow the Acquisition to close could intervene under thelaws of any relevant jurisdiction having expired, lapsed or been terminated.

10. All material Authorisations which are necessary in order to allow the Acquisition to closein any relevant jurisdiction for or in respect of the Scheme or Acquisition or theacquisition or proposed acquisition of any shares or other securities in, or control ormanagement of, Exova or any other member of the Wider Exova Group by any memberof the Wider Element Group or the carrying on by any member of the Wider ExovaGroup of its business having been obtained, in terms and in a form reasonablysatisfactory to Element Bidco, from all appropriate Third Parties or from any persons orbodies with whom any member of the Wider Exova Group has entered into contractualarrangements in each case where the absence of such Authorisation necessary to allowthe Acquisition to close would have a material adverse effect on the Exova Group takenas a whole and all such Authorisations remaining in full force and effect and there beingno notice or intimation of any intention to revoke, suspend, restrict, modify or not torenew any of the same;

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

11. Except as Fairly Disclosed, there being no provision of any arrangement, agreement,licence, permit, franchise or other instrument to which any member of the Wider ExovaGroup is a party, or by or to which any such member or any of its assets is or are or maybe bound, entitled or subject or any circumstance, which, in each case as a consequenceof the Scheme or Acquisition or the acquisition or proposed acquisition of any shares orother securities in, or control of, Exova or any other member of the Wider Exova Groupby any member of the Wider Element Group or otherwise, could or might reasonably beexpected to result in, (in any case to an extent which is or would be material in thecontext of the Wider Exova Group taken as a whole):

(a) any monies borrowed by or any other indebtedness or liabilities (actual orcontingent) of, or any grant available to, any member of the Wider Exova Groupbeing or becoming repayable or capable of being declared repayable immediately orprior to its stated maturity date or repayment date or the ability of any member ofthe Wider Exova Group to borrow monies or incur any indebtedness beingwithdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b) the creation or enforcement of any mortgage, charge or other security interest overthe whole or any part of the business, property, assets or interests of any member ofthe Wider Exova Group or any such mortgage, charge or other security interest(wherever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, licence, permit, franchise or instrument, or therights, liabilities, obligations or interests or business of any member of the WiderExova Group thereunder, being, or becoming capable of being, terminated oradversely modified or affected or any adverse action being taken or any obligationor liability arising thereunder;

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(d) any asset or interest of any member of the Wider Exova Group being or falling to bedisposed of or charged or ceasing to be available to any member of the Wider ExovaGroup or any right arising under which any such asset or interest could be requiredto be disposed of or charged or could cease to be available to any member of theWider Exova Group otherwise than in the ordinary course of business;

(e) any member of the Wider Exova Group ceasing to be able to carry on businessunder any name under which it presently does so;

(f) the creation of liabilities (actual or contingent) by any member of the Wider ExovaGroup other than in the ordinary course of business;

(g) the rights, liabilities, obligations or interests of any member of the Wider ExovaGroup under any such arrangement, agreement, licence, permit, franchise or otherinstrument or the interests or business of any such member in or with any otherperson, firm, company or body (or any arrangement or arrangements relating to anysuch interests or business) being terminated or adversely modified or affected; or

(h) the financial or trading position or the value of any member of the Wider ExovaGroup being prejudiced or adversely affected,

(i) and no event having occurred which, under any provision of any such arrangement,agreement, licence, permit or other instrument, would be reasonably likely to resultin any of the events or circumstances which are referred to in paragraphs (a) to (h)of this Condition 11 in any case to an extent which is or would be material in thecontext of the Exova Group taken as a whole.

12. Since 31 December 2016 and except as Fairly Disclosed, no member of the Wider ExovaGroup having:

(a) issued or agreed to issue, or authorised the issue of, additional shares of any class, orsecurities convertible into or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares or convertible securities or transferred orsold any shares out of treasury, other than as between Exova and wholly ownedsubsidiaries of Exova other than any shares issued or shares transferred fromtreasury upon the exercise of any options granted, or vesting of any awards, underany of the Exova Share Schemes;

(b) purchased or redeemed or repaid any of its own shares or other securities or reducedor made any other change to any part of its share capital to an extent which (otherthan in the case of Exova) is material in the context of the Exova Group taken as awhole;

(c) recommended, declared, paid or made any dividend or other distribution whetherpayable in cash or otherwise or made any bonus issue (other than to Exova or awholly owned subsidiary of Exova);

(d) except as between Exova and its wholly-owned subsidiaries or between suchwholly-owned subsidiaries, made or authorised any change in its loan capital;

(e) (other than any acquisition or disposal in the ordinary course of business or atransaction between Exova and a wholly owned subsidiary of Exova or betweensuch wholly-owned subsidiaries), merged with, demerged or acquired any bodycorporate, partnership or business or acquired or disposed of or transferred,mortgaged, charged or created any security interest over any assets or any right, titleor interest in any assets (including shares in any undertaking and trade investments)or authorised the same (in each case to an extent which is material in the context ofthe Exova Group taken as a whole);

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(f) issued or authorised the issue of, or made any change in or to, any debentures or(except in the ordinary course of business or except as between Exova and itswholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred orincreased any indebtedness or liability (actual or contingent) which in any case ismaterial in the context of the Exova Group taken as a whole;

(g) entered into, varied, or authorised any agreement, transaction, arrangement orcommitment (whether in respect of capital expenditure or otherwise) which:

(i) is of a long term, onerous or unusual nature or magnitude or which isreasonably likely to involve an obligation of such nature or magnitude; or

(ii) is reasonably likely to restrict the business of any member of the Wider ExovaGroup; or

(iii) is other than in the ordinary course of business,

and which in any case is material in the context of the Exova Group taken as awhole;

(h) entered into, implemented, effected or authorised any merger, demerger,reconstruction, amalgamation, scheme, commitment or other transaction orarrangement in respect of itself or another member of the Wider Exova Groupotherwise than in the ordinary course of business which in any case is material in thecontext of the Exova Group taken as a whole;

(i) entered into or varied the terms of, any contract, agreement or arrangement with anyof the directors or senior executives of any member of the Wider Exova Groupwhich is material in the context of the Wider Exova Group taken as a whole, savefor salary increases, bonuses or variation of terms in the ordinary course;

(j) taken any corporate action or had any legal proceedings instituted or threatenedagainst it or petition presented or order made for its winding-up (voluntarily orotherwise), striking-off, dissolution or reorganisation or for the appointment of areceiver, administrator (including the filing of an administration application, noticeof intention to appoint an administrator or notice of appointment of anadministrator), administrative receiver, trustee or similar officer of all or anymaterial part of its assets and revenues or any analogous proceedings in anyjurisdiction or appointed any analogous person in any jurisdiction which in any caseis material in the context of the Exova Group taken as a whole;

(k) been unable, or admitted in writing that it is unable, to pay its debts or havingstopped or suspended (or threatened to stop or suspend) payment of its debtsgenerally or proposed or entered into any composition or voluntary arrangementwith its creditors (or any class of them) or the filing at court of documentation inorder to obtain a moratorium prior to a voluntary arrangement or, by reason ofactual or anticipated financial difficulties, commenced negotiations with one ormore of its creditors with a view to rescheduling any of its indebtedness, or ceasedor threatened to cease carrying on all or a substantial part of its business in any casewith a material adverse effect on the Exova Group taken as a whole;

(l) waived or compromised any claim, otherwise than in the ordinary course ofbusiness, which is material in the context of the Exova Group taken as a whole;

(m) made any alteration to its memorandum or articles of association which is materialin the context of the Acquisition;

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(n) made or agreed or consented to:

(i) any material change:

(A) to the terms of the trust deeds constituting the pension scheme(s)established for its directors, employees or their dependants; or

(B) the contributions payable to any such scheme(s) or to the benefits whichaccrue or to the pensions which are payable thereunder; or

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

(D) the basis upon which the liabilities (including pensions) or such pensionschemes are funded, valued or made,

in each case, which has an effect that is material in the context of the ExovaGroup taken as a whole, or

(ii) any change to the trustees including the appointment of a trust corporation;

(o) proposed, agreed to provide or modified the terms of any share option scheme,incentive scheme or other benefit relating to the employment or termination ofemployment of any person employed by the Wider Exova Group in a manner whichis material in the context of the Exova Group taken as a whole; or

(p) entered into any agreement, commitment or arrangement or passed any resolution ormade any offer (which remains open for acceptance) or proposed or announced anyintention with respect to any of the transactions, matters or events referred to in thisCondition 12;

No adverse change, litigation or regulatory enquiry

13. Since 31 December 2016 and except as Fairly Disclosed:

(a) there having been no adverse change or deterioration in the business, assets,financial or trading positions or profit or prospects of any member of the WiderExova Group which in any case is material in the context of the Exova Group takenas a whole;

(b) no contingent or other liability of any member of the Wider Exova Group havingarisen or become apparent or increased which in any case is material in the contextof the Exova Group taken as a whole;

(c) no litigation, arbitration proceedings, prosecution or other legal proceedings towhich any member of the Wider Exova Group is or may become a party (whether asplaintiff, defendant or otherwise) having been threatened, announced, implementedor instituted by or against or remaining outstanding against or in respect of anymember of the Wider Exova Group which is material in the context of the ExovaGroup taken as a whole; and

(d) (other than as a result of the Acquisition) no enquiry or investigation by, orcomplaint or reference to, any Third Party having been threatened, announced,implemented, instituted by or against or remaining outstanding against or in respectof any member of the Wider Exova Group which in any case is material in thecontext of the Exova Group taken as a whole;

(e) other than with the consent of Element Bidco, no action having been taken orproposed by any member of the Wider Exova Group, or having been approved byExova Shareholders or consented to by the Panel, which falls or would fall within or

46

under Rule 21.1 of the Code or which otherwise is or would be materiallyinconsistent with the implementation by Element Bidco of the Acquisition on thebasis contemplated as at the date of this document; and

(f) no member of the Wider Exova Group having conducted its business in breach ofany applicable laws and regulations which in any case is material in the context ofthe Exova Group taken as a whole.

No discovery of certain matters

14. Element Bidco not having discovered (other than as a result of it having been FairlyDisclosed):

(a) that any financial or business or other information concerning the Wider ExovaGroup disclosed at any time by or on behalf of any member of the Wider ExovaGroup, whether publicly, to any member of the Element Group or to any of theiradvisers or otherwise, is misleading or contains any misrepresentation of fact oromits to state a fact necessary to make any information contained therein notmisleading and which was not subsequently corrected before the date of thisdocument by disclosure either publicly or otherwise to Element Bidco or itsprofessional advisers to an extent which in any case is material in the context of theExova Group taken as a whole;

(b) that any member of the Wider Exova Group is subject to any liability (actual orcontingent) which is not disclosed in Exova’s annual report and accounts for thefinancial year ended 31 December 2016 which has not been Fairly Disclosed andwhich in any case is material in the context of the Exova Group taken as a whole; or

(c) any information which has not been Fairly Disclosed and which affects the importof any information disclosed at any time by or on behalf of any member of theWider Exova Group to an extent which is material in the context of the ExovaGroup taken as a whole;

(d) that any past or present member of the Wider Exova Group has not complied withany applicable legislation or regulations of any jurisdiction with regard to the use,treatment, handling, storage, transport, release, disposal, discharge, spillage, leak oremission of any waste or hazardous substance or any substance likely to impair theenvironment or harm human health, or otherwise relating to environmental mattersor the health and safety of any person, or that there has otherwise been any such use,treatment, handling, storage, transport, release, disposal, discharge, spillage, leak oremission (whether or not this constituted a non-compliance by any person with anylegislation or regulations and wherever the same may have taken place) which, inany case, would be likely to give rise to any liability (whether actual or contingent)or cost on the part of any member of the Wider Exova Group which in any case ismaterial in the context of the Exova Group taken as a whole;

(e) that there is, or is likely to be, any liability, whether actual or contingent, to makegood, repair, reinstate or clean up any property now or previously owned, occupiedor made use of by any past or present member of the Wider Exova Group or anyother property or any controlled waters under any environmental legislation,regulation, notice, circular, order or other lawful requirement of any relevantauthority or third party or otherwise which in any case is material in the context ofthe Exova Group taken as a whole; or

(f) that circumstances exist whereby a person or class of persons would be likely tohave a claim in respect of any product or process of manufacture or materials used

47

therein now or previously manufactured, sold or carried out by any past or presentmember of the Wider Exova Group which is or would be material in the context ofthe Exova Group taken as a whole.

Anti-corruption, sanctions and criminal property

15. Element Bidco not having discovered (other than as a result of it having been FairlyDisclosed) that:

(a) (i) any past or present member, director, officer or employee of the Wider ExovaGroup is or has at any time engaged in any activity, practice or conduct whichwould constitute an offence under the Bribery Act 2010, the US Foreign CorruptPractices Act of 1977 or any other anti-corruption legislation applicable to theWider Exova Group or (ii) any person that performs or has performed services for oron behalf of the Wider Exova Group is or has at any time engaged in any activity,practice or conduct in connection with the performance of such services whichwould constitute an offence under the Bribery Act 2010, the US Foreign CorruptPractices Act of 1977 or any other applicable anti-corruption legislation;

(b) any asset of any member of the Wider Exova Group constitutes criminal property asdefined by section 340(3) of the Proceeds of Crime Act 2002 (but disregardingparagraph (b) of that definition);

(c) any past or present member, director, officer or employee of the Exova Group, orany other person for whom any such person may be liable or responsible, hasengaged in any business with, made any investments in, made any funds or assetsavailable to or received any funds or assets from: (i) any government, entity orindividual in respect of which US or European Union persons, or persons operatingin those territories, are prohibited from engaging in activities or doing business, orfrom receiving or making available funds or economic resources, by US orEuropean Union laws or regulations, including the economic sanctions administeredby the United States Office of Foreign Assets Control, or HM Treasury & Customs;or (ii) any government, entity or individual targeted by any of the economicsanctions of the United Nations, the United States, the European Union or any of itsmember states;

(d) a member of the Exova Group has engaged in any transaction which would causeElement Bidco to be in breach of any law or regulation upon its acquisition ofExova, including the economic sanctions of the United States Office of ForeignAssets Control, or HM Treasury & Customs, or any government, entity or individualtargeted by any of the economic sanctions of the United Nations, the United States,the European Union or any of its member states; or

(e) any member of the Wider Exova Group is ineligible to be awarded any contract orbusiness under section 23 of the Public Contracts Regulations 2005 or anyanalogous legislation in any material jurisdiction in which the Wider Exova Groupcarries on business.

For the purpose of these Conditions:

(i) “Third Party” means any central bank, government, government departmentor governmental, quasi-governmental, supranational, statutory, regulatory,environmental or investigative body, authority (including any national orsupranational anti-trust or merger control authority), court, trade agency,association, institution or professional or environmental body or any otherperson or body whatsoever in any relevant jurisdiction, including, for theavoidance of doubt, the Panel;

48

(ii) a Third Party shall be regarded as having “intervened” if it has decided to take,institute, implement or threaten any action, proceeding, suit, investigation,enquiry or reference or made, proposed or enacted any statute, regulation,decision or order or taken any measures or other steps or required any action tobe taken or information to be provided or otherwise having done anything and“intervene” shall be construed accordingly; and

(iii) “Authorisations” means authorisations, orders, grants, recognitions,determinations, certificates, confirmations, consents, licences, clearances,provisions and approvals, in each case, of a Third Party.

Part B: Waiver and invocation of the Conditions

The Scheme will not become effective unless the Conditions have been fulfilled or (if capableof waiver) waived or, where appropriate, have been determined by Element Bidco to be orremain satisfied by no later than 18 October 2017 (or such later date (if any) as Element Bidcoand Exova may, with the consent of the Panel, agree and (if required) the Court may approve).

Subject to the requirements of the Panel, Element Bidco reserves the right in its sole discretionto waive, in whole or in part, all or any of the Conditions in Part A above except for Condition2 (Scheme approval) which cannot be waived.

Element Bidco shall be under no obligation to waive (if capable of waiver), to determine to beor remain satisfied or to treat as fulfilled any of the Conditions in Part A above by a dateearlier than the latest date specified above for the fulfilment of that Condition, notwithstandingthat the other Conditions may at such earlier date have been waived or fulfilled and that thereare, at such earlier date, no circumstances indicating that any Condition may not be capable offulfilment.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited byreference to any other Condition.

Part C: Implementation by way of Takeover Offer

Element Bidco reserves the right to elect to implement the Acquisition by way of a TakeoverOffer, subject to the Panel’s consent and subject to the terms of the Cooperation Agreement.In such event, such Takeover Offer will be implemented on the same terms and conditions, sofar as applicable, as those which would apply to the Scheme subject to appropriateamendments, including (without limitation) an acceptance condition set at not more than75 per cent. of the issued Exova Shares, or, where any of the circumstances set out in Note 2of Section 8 of Appendix 7 of the Code applies, 90 per cent. of the Exova Shares to which theTakeover Offer relates (or such other percentage, being more than 50 per cent. of the ExovaShares to which the Takeover Offer relates) as Element Bidco may decide (subject to thePanel’s consent).

Part D: Certain further terms of the Acquisition

Under Rule 13.5(a) of the Code, Element Bidco may not invoke a Condition to theAcquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unlessthe circumstances which give rise to the right to invoke the Condition are of materialsignificance to Element Bidco in the context of the Acquisition. Conditions 2 and, ifapplicable, any acceptance condition if the Acquisition is implemented by means of aTakeover Offer, are not subject to this provision of the Code.

49

If the Panel requires Element Bidco to make an offer or offers for any Exova Shares under theprovisions of Rule 9 of the Code, Element Bidco may make such alterations to the Conditionsas are necessary to comply with the provisions of that Rule.

The Acquisition will lapse if the acquisition of Exova by Element Bidco is referred to thechair of the CMA for the constitution of a group under Schedule 4 to the Enterprise andRegulatory Reform Act 2013, or the European Commission either initiates proceedings underArticle 6(1)(c) of the Council Regulation or makes a referral to a competent authority of theUnited Kingdom under Article 9(1) of the Council Regulation and there is then a reference tothe chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise andRegulatory Reform Act 2013, before the date of the Court Meeting.

Exova Shares will be acquired by Element Bidco fully paid and free from all liens, equitableinterests, charges, encumbrances, rights of pre-emption and other third party rights of anynature whatsoever and together with all rights attaching to them as at the date of this documentor subsequently attaching or accruing to them, including the right to receive and retain, in full,all dividends and other distributions (if any) declared, made, paid or payable, or any otherreturn of capital made, on or after the date of this document, other than the Agreed Dividenddue to be paid on 9 June 2017 to Exova Shareholders on Exova’s register of members on26 May 2017 and conditional on approval by Exova Shareholders at a general meeting ofExova.

If, on or after the date of this document, any dividend and/or other distribution and/or otherreturn of capital (other than the Agreed Dividend) is declared, made or paid or becomespayable in respect of the Exova Shares, Element Bidco reserves the right (without prejudice toany right of Element Bidco to invoke Condition 12(c) of Part III of this document) to reducethe consideration payable under the terms of the Acquisition for the Exova Shares by anamount up to the amount of such dividend and/or distribution and/or return of capital, inwhich case any reference in this document to the consideration payable under the terms of theAcquisition will be deemed to be a reference to the consideration as so reduced. To the extentthat any such dividend and/or distribution and/or other return of capital is declared, made orpaid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitlesElement Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, theconsideration payable under the terms of the Acquisition will not be subject to change inaccordance with this paragraph. Any exercise by Element Bidco of its rights referred to in thisparagraph shall be the subject of an announcement and, for the avoidance of doubt, shall notbe regarded as constituting any revision or variation of the Acquisition.

The Acquisition will be subject, inter alia, to the Conditions and certain further terms whichare set out in this document and such further terms as may be required to comply with theListing Rules and the provisions of the Code.

The availability of the Acquisition to persons not resident in the United Kingdom may beaffected by the laws of the relevant jurisdiction. Any persons who are subject to the laws ofany jurisdiction other than the United Kingdom should inform themselves about and observeany applicable requirements.

This document and any rights or liabilities arising hereunder, the Acquisition, the Scheme andany proxies will be governed by English law and be subject to the jurisdiction of the courts ofEngland and Wales. The Scheme will be subject to the applicable requirements of the Code,the Panel, the London Stock Exchange and the FCA.

50

Part IVTHE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE CR-2017-002633CHANCERY DIVISIONCOMPANIES COURT

IN THE MATTER OF EXOVA GROUP PLC

-AND-

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT(under Part 26 of the Companies Act 2006)

between

EXOVA GROUP PLC

and

THE HOLDERS OF ITS SCHEME SHARES

(as each is hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressionshave the following meanings:

“Acquisition” the direct or indirect acquisition by Element Bidco of theentire issued and to be issued ordinary share capital ofExova to be effected by means of the Scheme (or, subjectto the consent of the Panel, a Takeover Offer) including,where the context so requires, any subsequent variation,revision, extension or renewal thereof;

“Agreed Dividend” the final dividend of 2.35 pence per Exova Share for theperiod to 31 December 2016 and payable, conditional onapproval by Exova shareholders at the annual generalmeeting of Exova, to Exova Shareholders on the registerat the close of business on 26 May 2017;

“Business Day” a day (other than a Saturday, Sunday, public or bankholiday) on which banks are generally open for normalbusiness in London;

“Capita Asset Services” Capita Asset Services, the Company’s registrars;

“certificated” or“in certificated form” not in uncertificated form (that is, not in CREST);

51

“Companies Act” the Companies Act 2006 (as amended, modified,consolidated, re-enacted or replaced from time to time);

“Company” Exova Group plc, a company incorporated in England andWales with registered number 8907086;

“Court” the High Court of Justice in England and Wales;

“Court Hearing” the hearing by the Court of the application to sanction theScheme under Part 26 of the Companies Act;

“Court Meeting” the meeting of Scheme Shareholders (including anyadjournment thereof), convened with the permission ofthe Court under Part 26 of the Companies Act to considerand, if thought fit, to approve this Scheme (with orwithout modification);

“CREST” the relevant system to facilitate the transfer of title toshares in uncertificated form (as defined in the CRESTRegulations) in respect of which Euroclear is the Operator(as defined in the CREST Regulations);

“CREST Regulations” the Uncertificated Securities Regulations 2001 (S.I. 2001No. 3755) (as amended from time to time);

“Effective Date” the date on which this Scheme becomes effective inaccordance with clause 5;

“Element” Element Material Technology Group Limitedincorporated in England and Wales with registerednumber 09915743;

“Element Bidco” Greenrock Bidco Limited incorporated in England andWales with registered number 10702697;

“Element Group” Element and its subsidiaries and subsidiary undertakings;

“Euroclear” Euroclear UK & Ireland Limited;

“Excluded Shares” any Exova Shares which are registered in the name of orbeneficially owned by any member of the Element Groupor its nominee(s), any Exova Shares held in treasury andany other Exova Shares which Element Bidco and Exovaagree will not be subject to the Scheme;

“Exova Articles” the articles of association of the Company, as amendedfrom time to time;

“Exova Shareholders” holders of Exova Shares;

“Exova Share Schemes” the Exova Group plc Long Term Incentive Plan and theExova Group plc Share Option Plan, each as amendedfrom time to time;

52

“Exova Shares” ordinary shares of one pence each in the capital of theCompany;

“General Meeting” the general meeting of Exova (including any adjournmentthereof) to be convened in connection with the Scheme;

“holder” includes any person entitled by transmission;

“Panel” the Panel on Takeovers and Mergers;

“Registrar of Companies” the Registrar of Companies in England and Wales;

“Regulatory InformationService” a service approved by the London Stock Exchange for the

distribution to the public of announcements and includedwithin the list maintained on the London StockExchange’s website;

“Restricted Jurisdiction” any jurisdiction where extension or acceptance of theproposed Acquisition would violate the law of thatjurisdiction;

“Scheme” this scheme of arrangement in its present form or with orsubject to any modification, addition or conditionapproved or imposed by the Court;

“Scheme Circular” the circular to the Exova Shareholders published by theCompany in connection with this Scheme;

“Scheme Record Time” 6.00 p.m. (London time) on the Business Dayimmediately prior to the Effective Date;

“Scheme Shareholder” a holder of Scheme Shares at any relevant time or date;

“Scheme Shares” Exova Shares:

(a) in issue at the date of this Scheme;

(b) (if any) issued after the date of this Scheme but beforethe Voting Record Time; and

(c) (if any) issued at or after the Voting Record Time andon or prior to the Scheme Record Time on terms thatthe holders will be bound by this Scheme,

in each case remaining in issue at the Scheme RecordTime but excluding any Excluded Shares;

“subsidiary” has the meaning given in section 1159 of the CompaniesAct 2006;

“subsidiary undertaking” has the meaning given in section 1162 of the CompaniesAct 2006;

53

“uncertificated” or“in uncertificated form” recorded on the relevant register as being held in

uncertificated form and title to which may, by virtue ofthe CREST Regulations, be transferred by means ofCREST;

“Voting Record Time” 6.00 p.m. (London time) on the day which is two days(excluding non-working days) prior to the date of theCourt Meeting or any adjournment thereof (as the casemay be),

and references to clauses are to clauses of this Scheme and references to time are toLondon time.

(B) As at 10 May 2017 (the last practicable date prior to the date of this Scheme), the issuedordinary share capital of the Company was £2,504,903.74 divided into 250,490,374ordinary shares of one pence each all of which are credited as fully paid. No shares wereheld in treasury.

(C) Options and awards to acquire up to 5,086,583 Exova Shares have been granted pursuantto the Exova Share Schemes and remain unexercised and/or unvested at the date of thisdocument, following lapse of options under the Exova Group plc Long Term IncentivePlan over 432,673 Exova Shares. However, options and awards over a maximum of only4,357,982 Exova Shares will vest and become exercisable (as applicable) under theExova Share Schemes if the Court sanctions the Scheme.

(D) As at 10 May 2017 (the last practicable date prior to the date of this Scheme), none of thecompanies in the Element Group held any Exova Shares.

(E) Element Bidco has agreed to appear by Counsel at the hearing to sanction this Schemeand to submit to be bound by and undertake to the Court to be bound by this Scheme andto execute and do, or procure to be executed and done, all such documents, acts or thingsas may be necessary or desirable to be executed or done by it or on its behalf for thepurpose of giving effect to this Scheme.

54

THE SCHEME

1. Transfer of scheme shares

(a) On the Effective Date, Element Bidco (or its nominee(s)) shall acquire all of theScheme Shares, fully paid-up with full title guarantee, and free from all liens,equities, charges, encumbrances, rights of pre-emption and any other third partyrights or interests of any nature and together with all rights now or hereafterattaching or accruing to them, including without limitation, voting rights and theright to receive and retain in full all dividends and other distributions (if any), anyreturn of capital (whether by reduction of share capital or share premium account orotherwise), declared, made or paid by the Company by reference to a record date onor after the Effective Date, save for the Agreed Dividend.

(b) For such purposes, the Scheme Shares shall be transferred to Element Bidco (and/orsuch of its nominee(s)) and such transfers shall be effected by means of a form(/s) oftransfer or other instrument(/s) or instruction(/s) of transfer and to give effect tosuch transfers any person may be appointed by the Company as attorney and/oragent and/or otherwise and shall be authorised as such attorney and/or agent and/orotherwise on behalf of the relevant holder of Scheme Shares to execute and deliveras transferor such form(/s) of transfer or other instrument(/s) or instruction(/s) oftransfer (whether as a deed or otherwise) of such Scheme Shares and every form,instrument or instruction of transfer so executed shall be as effective as if it hadbeen executed by the holder or holders of the Scheme Shares thereby transferred.

(c) The Company shall register or procure the registration of any transfer made pursuantto clause 1(a) of this Scheme.

(d) With effect from the Effective Date and pending the transfer of the Scheme Sharespursuant to this Scheme:

(i) each Scheme Shareholder irrevocably appoints Element Bidco and/or itsnominee(s) (and/or any of their directors or agents) as its attorney and/or agentand/or otherwise to exercise on its behalf (in place of and to the exclusion ofthe relevant Scheme Shareholder) any voting rights attached to its SchemeShares and any or all rights and privileges attaching to its Scheme Shares andto sign such documents and to do such things as may in the opinion of ElementBidco and/or any one or more of its directors or agents be necessary ordesirable in connection with such exercise;

(ii) each Scheme Shareholder irrevocably appoints Element Bidco and/or itsnominee(s) (and/or any of their directors or agents) as its attorney and/or agentto sign any consent to short notice of a general or separate class meeting and toexecute a form of proxy in respect of its Scheme Shares appointing any personnominated by Element Bidco and/or any one or more of its directors or agentsto attend general and separate class meetings of the Company;

(iii) each Scheme Shareholder irrevocably authorises the Company to send toElement Bidco any notice, circular, warrant or other document orcommunication which Exova may be required to be sent to it as a member ofthe Company;

(iv) Element Bidco or its agents shall be entitled to direct the exercise of any votesand any or all other rights and privileges (including the right to requisition theconvening of a general meeting of Exova or of any class of its shareholders)attaching to the Scheme Shares; and

55

(v) each Scheme Shareholder irrevocably agrees not to exercise any votes or anyother rights attaching to the relevant Scheme Shares without the consent ofElement Bidco, and irrevocably undertakes not to appoint a proxy orrepresentative for or to attend any general meeting or separate class meeting ofExova.

2. Consideration for the transfer of Scheme Shares

(a) In consideration of the transfer of the Scheme Shares to Element Bidco, ElementBidco shall, subject to the remaining provisions of this Scheme, pay or procure thatthere shall be paid to or for the account of each Scheme Shareholder (as appearingin the register of members of Exova at the Scheme Record Time) 240 pence in cashper Scheme Share held by the Scheme Shareholder at the Scheme Record Time.

(b) If prior to the Effective Date, any dividend and/or other distribution and/or otherreturn of capital (other than the Agreed Dividend) is declared, paid or made orbecomes payable by Exova, Element Bidco reserves the right to reduce theConsideration under the terms of this Scheme at such date by an amount up to theamount of such dividend and/or other distribution and/or other return of capital. Insuch circumstances, to the extent possible, the Consideration would be reduced byan amount up to the amount of such dividend and/or other distribution and/or otherreturn of capital. If any such dividend and/or other distribution and/or other return ofcapital (other than the Agreed Dividend) occurs, any reference in this Scheme toConsideration payable under the Scheme will be deemed to be a reference to theConsideration as so reduced. The exercise of such rights shall not be regarded asconstituting any revision or variation of the terms of the Scheme.

3. Settlement

(a) Settlement shall be effected as follows:

(i) where, immediately prior to the Scheme Record Time, a Scheme Shareholderholds Scheme Shares in certificated form, settlement of any cash considerationto which the Scheme Shareholder is entitled shall be settled by Element Bidcoby cheque. Cheques shall be despatched within 14 days of the Effective Date;

(ii) where, immediately prior to the Scheme Record Time, a Scheme Shareholderholds Scheme Shares in uncertificated form, settlement of any cashconsideration to which the Scheme Shareholder is entitled shall be paid bymeans of CREST by Element Bidco procuring that Euroclear is instructed tocreate an assured payment obligation in favour of the Scheme Shareholder’spayment bank in respect of the cash consideration due to them within 14 daysof the Effective Date, in accordance with the CREST assured paymentarrangements, provided that Element Bidco reserves the right to make suchpayment by cheque as set out in this clause 3 if, for reasons outside itsreasonable control, it is not able to effect settlement in accordance with thisclause 3(a)(ii).

(b) As from or shortly before the Effective Date, each holding of Scheme Sharescredited to any stock account in CREST shall be disabled and all Scheme Shareswill be removed from CREST in due course.

(c) All deliveries of notices and/or cheques required to be made under this Scheme shallbe made by sending the same by first class post (or by such other method as may beapproved by the Panel), addressed to the person entitled thereto, to the address

56

appearing in the register of members of the Company or, in the case of joint holders,to the address of the holder whose name stands first in such register in respect of thejoint holding concerned at the Scheme Record Time.

(d) All cheques shall be in pounds sterling and drawn on a United Kingdom clearingbank and shall be made payable to the Scheme Shareholder concerned or, in the caseof joint holders, to the holder whose name stands first in the register of members ofthe Company in respect of the joint holding concerned at the Scheme Record Timeand the encashment of any such cheque or the creation of any such assured paymentobligation as is referred to in clause 3(a)(i) and clause 3(a)(ii) shall be a completedischarge of Element Bidco’s obligations under the Scheme to pay the moniesrepresented thereby.

(e) Neither the Company or the Element Bidco shall be responsible for any loss or delayin the transmission of the cheques sent to Scheme Shareholders in accordance withthis clause 3, which shall be posted at the risk of the Scheme Shareholder concerned.

4. Certificates in respect of Scheme Shares

With effect from, or as soon as possible after, the Effective Date:

(a) all certificates representing Scheme Shares shall cease to be valid as documents oftitle to the Scheme Shares represented thereby and every Scheme Shareholder shallbe bound at the request of the Company to deliver up such certificates(s) to theCompany or to destroy the same;

(b) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holdersof Scheme Shares in uncertificated form;

(c) following the cancellation of the entitlements to Scheme Shares of holders ofScheme Shares in uncertificated form, Capita Asset Services shall be authorised torematerialise entitlements to such Scheme Shares; and

(d) subject to the completion of such transfers, forms, instruments or instructions asmay be required in accordance with paragraph 1 and the payment of any UK stampduty thereon, the Company shall procure that appropriate entries in the register ofmembers of the Company are made to reflect the transfer of the Scheme Shares toElement Bidco and/or its nominee(s).

5. Effective time

(a) This Scheme shall become effective as soon as a copy of the order of the Courtunder Part 26 of the Companies Act sanctioning the Scheme shall have beendelivered to the Registrar of Companies.

(b) Unless this Scheme shall become effective on or before 18 October 2017 or suchlater date, if any, as the Company and Element Bidco may agree (with the Panel’sconsent) and the Court may allow, this Scheme shall never become effective.

6. Modification

The Company and Element Bidco may jointly consent on behalf of all persons concerned toany modification of or addition to this Scheme or to any condition which the Court mayapprove or impose.

57

7. Governing law

This Scheme is governed by English law and is subject to the jurisdiction of the Englishcourts. The rules of the City Code on Takeovers and Mergers apply to this Scheme.

12 May 2017

58

Part VFINANCIAL AND RATINGS INFORMATION

Part A: Financial Information Relating to Exova

The following sets out financial information in respect of Exova as required by Rule 24.3 ofthe City Code. The documents referred to below, the contents of which have previously beenannounced through a Regulatory Information Service, are incorporated into this document byreference pursuant to Rule 24.15 of the City Code:

• the audited accounts of Exova for the financial year ended 31 December 2016 areset out on pages 88 to 145 (both inclusive) in Exova’s annual report for the financialyear ended 31 December 2016 available from Exova’s website at www.exova.com;and

• the audited accounts of Exova for the financial year ended 31 December 2015 areset out on pages 74 to 127 (both inclusive) in Exova’s annual report for the financialyear ended on 31 December 2015 available from Exova’s website atwww.exova.com; and

• copies of any interim statements and preliminary announcements made by Exovasince the date of its last published audited accounts available from Exova’s websiteat www.exova.com.

Part B: Exova Ratings Information

There are no current ratings publicly accorded to Exova by ratings agencies.

Part C: Financial Information Relating to Element

Element was incorporated on 14 December 2015 and no financial information is available orhas been published in respect of Element.

Part D: Financial Information Relating to Element Bidco

As Element Bidco was incorporated on 31 March 2017 for the purposes of making theAcquisition, no financial information is available or has been published in respect of ElementBidco.

Part E: Element Bidco Ratings Information

As Element Bidco was incorporated on 31 March 2017 for the purposes of making theAcquisition, there are no current ratings publicly accorded to Element Bidco by ratingsagencies.

No incorporation of website information

Save as expressly referred to herein, neither the content of Exova’s or Element’s websites, northe content of any website accessible from hyperlinks on Exova’s or Element’s websites, isincorporated into, or forms part of, this document.

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Part VIUK TAXATION

The following statements are intended as a general summary of certain limited aspects of theUK taxation treatment of Scheme Shareholders in respect of the Scheme only. They do notpurport to be a complete description of all tax considerations relating to the Scheme. They arebased on current UK legislation and what is understood to be current HMRC practice (whichmay not be binding on HMRC) as at the date of this document, both of which are subject tochange, possibly with retrospective effect. Whilst they take into account the provisions ofFinance Act 2017, they do not take into account provisions in the version of Finance (No.2)Bill 2017 published on 20 March 2017, which were removed from the version which waspublished on 25 April 2017 (and which became Finance Act 2017 after receiving RoyalAssent on 27 April 2017).

The comments in this Part VI apply only to Scheme Shareholders who are resident for taxpurposes in (and only in) the United Kingdom and, in the case of individuals, domiciled fortax purposes in (and only in) the United Kingdom (except insofar as express reference is madeto the treatment of non-UK residents) to whom “split year” treatment does not apply, whohold their Scheme Shares as an investment (other than under an individual savings account ora pension arrangement) and who are the absolute beneficial owners of their Scheme Shares.They are intended as a general guide only and do not deal with certain categories of SchemeShareholder who are subject to special rules (such as charities, dealers in securities, personswho have or could be treated for tax purposes as having acquired their Scheme Shares byreason of their office or employment or as holding their Scheme Shares as carried interest,collective investment schemes and insurance companies).

The following statements summarise the current position and are intended as a generalguide only. Scheme Shareholders who are in any doubt about their tax position, or whoare resident or otherwise subject to taxation in any jurisdiction other than the UnitedKingdom, should consult an appropriately qualified independent professional adviserimmediately.

UK taxation of chargeable gains

The transfer of Scheme Shares under the Scheme in return for cash should be treated as adisposal of the Scheme Shares for the purposes of UK taxation of chargeable gains (“CGT”)and therefore may, depending on the Scheme Shareholder’s individual circumstances andsubject to any available of exemption or relief (such as the annual exempt amount forindividuals and indexation for corporate Scheme Shareholders), give rise to chargeable gain oran allowable loss for the purposes of UK CGT or corporation tax on chargeable gains.

Individual Scheme Shareholders

Subject to available reliefs or exemptions, gains arising on a disposal of Scheme Shares by anindividual Scheme Shareholder will be subject to CGT at the rate of 10 per cent. except to theextent that the gain, when it is added to the Scheme Shareholder’s other taxable income andgains in the relevant tax year (after the personal allowance: £11,500 for the 2017/2018 taxyear), exceeds the upper limit of the income tax basic rate band (£33,500 for the 2017/2018tax year), in which case it will be taxed at the rate of 20 per cent.

The CGT annual exemption (£11,300 for 2017/2018) may be available to individual SchemeShareholders to offset against chargeable gains realised on the disposal of their SchemeShares.

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Corporate Scheme Shareholders

Subject to available reliefs or exemptions, gains arising on a disposal of Scheme Shares by aScheme Shareholder within the charge to UK corporation tax will be taxed at a rate of19 per cent. (assuming they arise in the 2017/2018 tax year).

For Scheme Shareholders within the charge to UK corporation tax (but which do not qualifyfor the substantial shareholding exemption in respect of their Scheme Shares), indexationallowance may be available to reduce any chargeable gain arising (but not to create or increaseany allowable loss) on the disposal of their Scheme Shares under the Scheme.

The substantial shareholding exemption may apply to exempt from corporation tax any gainarising to a Scheme Shareholder within the charge to UK corporation tax where certainconditions are satisfied, including that the corporate Scheme Shareholder has held at least10 per cent. of the ordinary issued share capital of Exova for a continuous period of at least12 months beginning not more than two years before the date of disposal.

UK taxation of non-UK resident shareholders

Scheme Shareholders who are not resident in the UK will not generally be subject toUK taxation of capital gains on the disposal of Scheme Shares under the Scheme (althoughmay be liable to non-UK taxation depending on personal circumstances) unless they arecarrying on a trade, profession or vocation in the UK through a branch or agency (or, in thecase of a corporate Scheme Shareholder, a permanent establishment) in connection with whichthe Scheme Shares are used, held or acquired.

However, an individual Scheme Shareholder who has been resident for tax purposes in theUK but who ceases to be so resident or becomes treated as resident outside the UK for thepurposes of a double tax treaty (‘‘Treaty non-resident’’) for a period of five years or less (or,for departures before 6 April 2013, ceases to be resident or ordinarily resident or becomesTreaty non-resident for a period of less than five tax years) and who disposes of all or part ofhis Scheme Shares during that period may be liable to capital gains tax on any chargeablegains realised on such disposal on his return to the UK, subject to any available exemptions orreliefs.

UK stamp duty and stamp duty reserve tax (“SDRT”)

No UK stamp duty or SDRT should be payable by Scheme Shareholders on the transfer oftheir Scheme Shares under the Scheme.

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Part VIIADDITIONAL INFORMATION

1. Responsibility

1.1 The Exova Directors, whose names are set out in paragraph 2.1 of this Part VII(Additional Information), accept responsibility for the information contained in thisdocument, except for that information for which the Element Directors, the ElementBidco Directors and the Bridgepoint Directors accept responsibility in accordance withparagraphs 1.2 and 1.3 below. To the best of the knowledge and belief of the ExovaDirectors (who have taken all reasonable care to ensure that such is the case), theinformation contained in this document for which they are responsible is in accordancewith the facts and does not omit anything likely to affect the import of such information.

1.2 The Element Directors and the Element Bidco Directors, whose names are set out inparagraphs 2.2 and 2.3 of this Part VII (Additional Information), accept responsibility forthe information contained in this document relating to the Element Group, the ElementDirectors and the Element Bidco Directors, their close relatives, related trusts and otherconnected persons and persons acting in concert with Element (as such term is used inthe Code). To the best of the knowledge and belief of the Element Directors and theElement Bidco Directors (who have taken all reasonable care to ensure that such is thecase), the information contained in this document for which they are responsible is inaccordance with the facts and does not omit anything likely to affect the import of suchinformation.

1.3 The Bridgepoint Directors, whose names are set out in paragraph 2.4 of this Part VII(Additional Information), accept responsibility for the information contained in thisdocument relating to Bridgepoint and the Bridgepoint Directors, their close relatives,related trusts and other connected persons and persons acting in concert with Bridgepoint(as such term is used in the Code). To the best of the knowledge and belief of theBridgepoint Directors (who have taken all reasonable care to ensure that such is thecase), the information contained in this document for which they are responsible is inaccordance with the facts and does not omit anything likely to affect the import of suchinformation.

2. Directors

2.1 The Exova Directors and their respective functions are as follows:

Director Function

Allister Gordon Langlands Chairman

Ian Ramsey Safwat El-Mokadem Chief Executive Officer

Philip Antony Marshall Chief Financial Officer

William Spencer Senior Independent Non-Executive Director

Helmut Ludwig Eschwey, Dr Independent Non-Executive Director

Vanda Murray OBE Independent Non-Executive Director

Andrew Henry Simon OBE Independent Non-Executive Director

Manfred Kindle Non-Executive Director

Christian Pierre Rochat Non-Executive Director

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Exova’s registered office is at: 6 Coronet Way Centenary Park, Eccles, Salford,Manchester, M50 1RE.

2.2 Element Directors and their respective functions are as follows:

Director FunctionCharles Arthur Noall President and Chief Executive Officer

Joseph Daniel Wetz EVP and Chief Financial Officer

Jonathan Raoul Hughes Non-Executive Director

Christopher John Busby Non-Executive Director

Olivier Jarrault Non-Executive Director

Element’s registered office is at: 5 Fleet Place, London EC4M 7RD.

2.3 Element Bidco Directors and their respective functions are as follows:

Director FunctionCharles Arthur Noall President and Chief Executive Officer

Joseph Daniel Wetz EVP and Chief Financial Officer

Element Bidco’s registered office is at: 5 Fleet Place, London EC4M 7RD

2.4 Bridgepoint Directors and their respective functions are as follows:

Director FunctionWilliam Nicholas Jackson Managing Partner

Jonathan Raoul Hughes Partner, Head of US Office and GroupChief Operating Officer

Guy Patrick Weldon Partner and Chief Investment Officer

Charles Stuart John Barter Partner, General Counsel

John William McKenzie Barber Partner, Investor Services

Paul Richard Gunner Group Chief Financial Officer

Bridgepoint’s registered office is at: 95 Wigmore Street, London W1U 1FB.

3. Persons acting in concert

3.1 In addition to the Exova Directors (together with their close relatives and related trusts)and members of the Exova Group (and their related pension schemes), the persons who,for the purposes of the City Code, are acting in concert with Exova in respect of theAcquisition and who are required to be disclosed are:

Name Registered office Relationship with ExovaGoldman SachsInternational

Peterborough Court,133 Fleet Street, LondonEC4A 2BB

Financial adviser andjoint corporate broker

Investec Bank plc 2 Gresham Street,London EC2V 7QP

Rule 3 adviser and jointcorporate broker

3.2 In addition to the Element Bidco Directors (together with their close relatives and relatedtrusts), the Element Directors (together with their close relatives and related trusts),

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Bridgepoint, the Bridgepoint Funds and members of the Element Group (and their relatedpension schemes), the persons who, for the purposes of the City Code, are acting inconcert with Element Bidco in respect of the Acquisition and who are required to bedisclosed are:

Name Registered office Relationship with ElementHSBC Bank plc 8 Canada Square,

London E14 5HQ Joint financial adviser

Merrill Lynch International 2 King Edward Street,London EC1A 1HQ Joint financial adviser

3.3 In addition to the above, associated companies of Bridgepoint (including all portfoliocompanies of the Bridgepoint Funds where Bridgepoint holds over 20 per cent. of theshare capital of such companies) are deemed to be acting in concert with Element Bidcoin respect of the Acquisition.

4. Market quotations

4.1 The following table shows the Closing Price for Exova Shares on the London StockExchange on:

(a) 24 March 2017, being the last Business Day prior to the commencement of the OfferPeriod;

(b) the first Business Day of each of the six months immediately before the date of thisdocument; and

(c) 10 May 2017, being the latest practicable date prior to the publication of thisdocument.

Date Exova Share (pence)

1 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190.003 January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189.131 February 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193.001 March 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217.2524 March 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218.883 April 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250.002 May 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238.0010 May 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237.50

5. Interests and dealings in relevant securities

5.1 Definitions used in this section

For the purposes of this paragraph 5:

“acting in concert” with Element Bidco or Exova, as the case may be, means any suchperson acting or deemed to be acting in concert with Element Bidco or Exova, as the casemay be, for the purposes of the City Code;

“connected adviser” has the meaning given to it in the City Code;

“connected person” in relation to a director of Element Bidco or Exova includes:(a) such director’s spouse or civil partner and children or step-children under the age of18; (b) the trustee(s) of any trust for the benefit of such director and/or any personmentioned in (a); (c) any company in which such director and/or any person mentioned in(a) or (b) is entitled to exercise or control the exercise of one-third or more of the voting

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power, or which is accustomed to act in accordance with the directions of such director orany such person; and (d) any other person whose interests in shares are taken to beinterests of such director pursuant to Part 22 of the Companies Act;

“control” means an interest, or interests, in shares carrying in aggregate 30 per cent. ormore of the voting rights (as defined in the City Code) of a company, irrespective ofwhether such interest(s) give(s) de facto control;

“dealing” has the meaning given to it in the City Code and “dealt” has the correspondingmeaning;

“derivative” includes any financial product the value of which, in whole or in part, isdetermined directly or indirectly by reference to the price of an underlying security;

“Disclosure Date” means the close of business on 10 May 2017, being the latestpracticable date prior to the publication of this document;

“Disclosure Period” means the period commencing on 26 March 2016 (being the date12 months prior to the date of commencement of the Offer Period) and ending on theDisclosure Date;

“exempt fund manager” and “exempt principal trader” have the meanings given tothem in the City Code;

“financial collateral arrangements” are arrangements of the kind referred to in Note 4on Rule 4.6 of the City Code;

“interest” in relevant securities has the meaning given to it in the City Code;

“Note 11 arrangement” includes any indemnity or option arrangement, and anyagreement or understanding, formal or informal, of whatever nature, relating to relevantsecurities which may be an inducement to deal or refrain from dealing (other thanirrevocable commitments and letters of intent to vote in favour of the Scheme and/orrelated resolutions, details of which are set out in paragraph 5 of this Part VII (AdditionalInformation));

“Offer Period” means in the context of the period prior to this document, the periodcommencing on 26 March 2017 and ending on 10 May 2017, being the latest practicabledate prior to the publication of this document;

“relevant securities” means:

(a) Exova Shares and any other securities of Exova which carry voting rights;

(b) equity share capital of Exova;

(c) securities of Exova carrying conversion or subscription rights into any of theforegoing; and

“short position” means any short position (whether conditional or absolute and whetherin the money or otherwise), including any short position under a derivative, anyagreement to sell or any delivery obligation or right to require another person to purchaseor take delivery.

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5.2 Interests in relevant securities of Exova

(a) As at the Disclosure Date, the interests of the Exova Directors (and their closerelatives, related trusts and connected persons) in Exova Shares (apart from options,which are described in paragraph (b) below) were as follows:

Exova Director

Percentage of Exova issued sharecapital(excluding treasury shares) Number of Exova Shares

Allister Langlands . . . . . . . . 0.08481 212,441(1)

Ian El-Mokadem . . . . . . . . . . 0.81839 2,050,000Philip Marshall . . . . . . . . . . . 0.04611 115,493Bill Spencer . . . . . . . . . . . . . 0.04537 113,636Helmut Eschwey . . . . . . . . . . 0.00643 16,104Vanda Murray . . . . . . . . . . . . 0.00181 4,545Andrew Simon . . . . . . . . . . . 0.00907 22,727TOTAL . . . . . . . . . . . . . . . . 1.01199 2,534,946

Notes:(1) Of this holding, 21,532 Exova Shares are held by close relatives and are registered in the name of

nominees.

(b) As at the Disclosure Date, the Exova Directors held the following outstandingoptions and awards over Exova Shares under the Exova Share Schemes (all awardsare subject to performance conditions, save where otherwise noted):

Long Term Incentive Plan

Director

Maximum numberof ordinary shares

awarded(1) Date of grantExercise price per

share (£)(2) Vesting date

Ian El-Mokadem . . . 351,562 15 May 2015 0 15 May 2018Ian El-Mokadem . . . 425,000 18 April 2016 0 18 April 2019Philip Marshall . . . . 153,472(3) 1 October 2015 0 1 October 2018Philip Marshall . . . . 165,419(4) 1 October 2015 0 25 September 2017Philip Marshall . . . . 200,617 18 April 2016 0 18 April 2019

Notes:(1) Excluding dividend equivalents that may be awarded.(2) A total amount of £1 is payable on the exercise of any nil cost option described above.(3) Philip Marshall holds a parallel CSOP award granted under Schedule A of the LTIP over 16,666

ordinary shares (the “CSOP Option”). The number of ordinary shares capable of vesting and exerciseby Philip Marshall under his performance-tested nil cost option granted in 2015 will be reduced bysuch number of ordinary shares as has a market value (at the date of exercise of the CSOP Option)equal to the gain made on the exercise of the CSOP option.

(4) Not subject to performance conditions.

(c) As at the Disclosure Date, none of the persons acting in concert with Exova wereinterested in Exova Shares.

Element Bidco

(d) As at the Disclosure Date, none of Element Bidco or Element Bidco’s Directorswere interested in Exova Shares.

(e) As at the Disclosure Date, none of the persons acting in concert with Element Bidcowere interested in Exova Shares.

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5.3 Dealings in relevant securities in Exova

Exova

(a) During the Offer Period, none of Exova’s Directors or their close relatives, relatedtrusts and connected persons, or any other person acting in concert with Exova havedealt in Exova Shares.

Element Bidco

(b) During the Disclosure Period, none of Element Bidco’s Directors or their closerelatives, related trusts and connected persons, or any other person acting in concertwith Element Bidco have dealt in Exova Shares.

5.4 General

Save as disclosed in this document:

(a) as at the Disclosure Date, none of: (i) Element Bidco; (ii) any director of ElementBidco or any close relative, related trust or connected person of any such director; or(iii) any other person acting in concert with Element Bidco, had any interest in, rightto subscribe in respect of, or short position in respect of relevant securities of Exova;and no such person has dealt in any relevant securities of Exova during theDisclosure Period;

(b) as at the Disclosure Date, neither Element Bidco nor any person acting in concertwith Element Bidco had borrowed or lent any relevant securities of Exova(including any financial collateral arrangements), save for borrowed shares whichhave been either on-lent or sold;

(c) as at the Disclosure Date, none of: (i) Exova; (ii) any director of Exova, or any closerelative, related trust or connected person of any such director; (iii) any other personacting in concert with Exova, had any interest in, right to subscribe in respect of, orshort position in relation to relevant securities of Exova; and no such person hasdealt in any relevant securities of Exova during the Offer Period;

(d) as at the Disclosure Date, neither Exova nor any person acting in concert with it hadborrowed or lent any relevant securities of Exova (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(e) as at the Disclosure Date, save for the irrevocable undertakings described inparagraph 6 below, neither Element Bidco nor any person acting in concert withElement Bidco has any Note 11 arrangement with any other person; and

(f) as at the Disclosure Date, neither Exova nor any person who is acting in concertwith Exova has any Note 11 arrangement with any other person.

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6. Irrevocable undertakings

6.1 Exova Directors

NameNumber of Exova

Shares

Percentage ofExova Shares in

issue

Number of ExovaShares under Exova

Share SchemesAllister Langlands . . . . . . . . . . . . . . . . . 190,909 0.07621 N/AIan El-Mokadem . . . . . . . . . . . . . . . . . . 2,050,000 0.81839 776,562(1)

Philip Marshall . . . . . . . . . . . . . . . . . . . . 115,493 0.04611 519,508Bill Spencer . . . . . . . . . . . . . . . . . . . . . . 113,636 0.04537 N/AHelmut Eschwey . . . . . . . . . . . . . . . . . . 16,104 0.00643 N/AVanda Murray . . . . . . . . . . . . . . . . . . . . 4,545 0.00181 N/AAndrew Simon . . . . . . . . . . . . . . . . . . . . 22,727 0.00907 N/ATOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 2,513,414 1.00340 1,296,070

Notes:(1) Options over 153,409 Exova Shares granted to Ian El-Mokadem under the LTIP in 2014 lapsed prior to

the Disclosure Date due to a failure to meet the applicable performance targets.

Element Bidco has received irrevocable undertakings from the Exova Directors in respect oftheir own beneficial holdings of Exova Shares, representing approximately 1.00340 per cent.of the existing issued share capital of Exova:

(a) to cast (or procure the casting of) all voting rights attaching to such Exova Shares infavour of the Scheme at the Court Meeting and in favour of the Special Resolution; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptanceof such Takeover Offer in respect of all such Exova Shares, provided such TakeoverOffer is made on terms at least as favourable as the terms of the Scheme.

The irrevocable undertakings given by the Exova Directors will cease to be binding if:

(a) Element Bidco announces, with the consent of the Panel, that it does not intend to makeor proceed with the Acquisition and no new, revised or replacement Scheme or TakeoverOffer is announced by Element Bidco in accordance with Rule 2.7 of the Code at thesame time;

(b) the Scheme or Takeover Offer lapses or is withdrawn (which, for the avoidance of doubt,in either case shall not include any suspension of the timetable applicable to the Scheme)and no new, revised or replacement scheme of arrangement or takeover offer by ElementBidco has been announced, in accordance with Rule 2.7 of the Code, in its place or isannounced, in accordance with Rule 2.7 of the Code, within 10 Business Days of suchlapsing or withdrawal; or

(c) any competing offer for the entire issued and to be issued share capital of Exova (otherthan that already held by Element Bidco or a subsidiary of Element Bidco or any personacting in concert with Element Bidco) is declared wholly unconditional or, if proceedingby way of scheme of arrangement, becomes effective.

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6.2 Other investors

NameNumber of Exova

SharesPercentage of Exova

Shares in issue

Number of ExovaShares under Exova

Share SchemesCD&R . . . . . . . . . . . . . . . . . . . . . . . 135,045,958 53.91 N/AAnne Thorburn . . . . . . . . . . . . . . . . . 1,378,639 0.55 14,952TOTAL . . . . . . . . . . . . . . . . . . . . . . 136,424,597 54.46 14,952

Element Bidco has received an irrevocable undertaking from CD&R in respect of 135,045,958Exova Shares, in respect of which it is able to exercise discretionary and voting control,representing approximately 53.91 per cent. of the existing issued ordinary share capital ofExova:

(a) to cast (or procure the casting of) all voting rights attaching to such Exova Shares infavour of the Scheme at the Court Meeting and in favour of the Special Resolution; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptanceof such Takeover Offer in respect of all such Exova Shares, provided such TakeoverOffer is made on terms at least as favourable as the terms of the Scheme.

The irrevocable undertaking given by CD&R will cease to be binding if:

(a) Element Bidco announces that it does not intend to make or proceed with theAcquisition;

(b) the Scheme or Takeover Offer lapses of is withdrawn or Element Bidco announces that itdoes not make or proceed with the Acquisition; or

(c) the Scheme or Takeover Offer lapses or is withdrawn (which, for the avoidance of doubt,shall not include any suspension of the timetable applicable to the Scheme) and no new,revised or replacement scheme of arrangement or takeover offer has been announced byElement Bidco, in accordance with Rule 2.7 of the Code, in its place or is announced, byElement Bidco in accordance with Rule 2.7 of the Code, within 10 Business Days of suchlapsing or withdrawal.

Element Bidco has received an irrevocable undertaking from Anne Thorburn in respect of herbeneficial holdings of Exova Shares, representing approximately 0.55 per cent. of the existingissued share capital of Exova. The irrevocable undertaking received from Anne Thorburn hasbeen provided on substantially similar terms to those given by the Exova Directors, asdescribed in paragraph 6.1 above.

7. Service contracts and letters of appointment of the Exova Directors

7.1 Exova Executive Directors

The Exova Executive Directors have entered into service agreements with Exova assummarised below:

(a) Ian El-Mokadem was appointed to the Exova board as Chief Executive Officer on10 April 2014. He receives a base salary of £468,180 per annum. Philip Marshall wasappointed to the Exova board as Chief Financial Officer on 28 September 2015. Hereceives a base salary of £331,500 per annum. Each of the Exova Executive Directorsmust stand for re-election by the Exova Shareholders on an annual basis at the annualgeneral meeting.

(b) Each of the Exova Executive Directors is eligible to participate in the LTIP, deferredbonus plan and any all-employee share plans (to the extent operated by Exova). They are

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also eligible to receive an annual cash bonus, subject to the terms in force from time totime. Each Exova Executive Director is also eligible for private medical insurance forthemselves, their spouses and children under the age of 23, life insurance (of four timessalary) and permanent health insurance. Exova pays each Exova Executive Director anannual cash allowance in lieu of pension benefits equal to 15 per cent. of their basicsalary and an annual car allowance of £14,880 to Ian El-Mokadem and £12,000 to PhilipMarshall. The Exova Executive Directors are reimbursed for the cost of their fuel inrespect of business miles only at the mileage rate specified by Exova from time to time.

(c) Each Exova Executive Director’s service contract is terminable by either party on12 months’ notice. Exova also has the ability to terminate the service agreements of theExecutive Directors by the payment of a cash sum in lieu of notice equal to the aggregateof (i) basic salary; (ii) pension allowance; and (iii) the cost to Exova of providing privatemedical insurance, permanent health insurance and the car allowance during the noticeperiod. The payment in lieu of notice can, at Exova’s discretion, be paid as a lump sum orin equal monthly instalments over the notice period. There is a mechanism to reduce themonthly instalments if the Exova Executive Director commences alternative employmentduring the notice period.

(d) Each Exova Executive Director is subject to a confidentiality undertaking withoutlimitation in time and to non-competition, non-solicitation (of customers, prospectivecustomers, suppliers and employees), non-dealing and non-employ restrictive covenantsfor a period of 12 months (less any period spent on garden leave) after the termination oftheir employment arrangements.

7.2 The Chairman and the other Exova Non-Executive Directors

The Exova Non-Executive Directors have entered into letters of appointment with Exova assummarised below:

(a) Allister Langlands was appointed as Chairman of Exova under a letter of appointmentdated 24 February 2016. Helmut Eschwey, Vanda Murray and Andrew Simon wereappointed under letters of appointment dated 3 April 2014, Christian Rochat’sappointment commenced on 10 April 2014, Bill Spencer’s appointment commenced on23 December 2015, and Fred Kindle’s commenced on 25 February 2016. Theirappointments may be terminated at any time upon immediate written notice, inaccordance with the Exova Articles or the 2006 Act or upon their resignations. Theirterms of office run for an initial period of three years. They are not entitled to receive anycompensation on termination of their appointment and are not entitled to participate inExova’s share, bonus or pension schemes. They are all entitled to the reimbursement ofreasonable expenses. They are all subject to confidentiality undertakings withoutlimitation in time.

(b) The appointment of each of the Exova Non-Executive Directors is subject to re-electionon an annual basis by Exova Shareholders at the annual general meeting

(c) Allister Langlands is entitled to an annual fee of £160,000 for his role as Chairman ofExova. Bill Spencer receives a fee of £60,000 as Senior Independent Director and each ofthe other Exova Non-Executive Directors is entitled to an annual fee of £50,000. Inaddition, Allister Langlands, Bill Spencer and Andrew Simon are each entitled to anadditional annual fee of £10,000 for their roles as committee chairmen. The fees of FredKindle and Christian Rochat as Non-Executive Directors are paid to CD&R.

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7.3 Other service contracts

Save as disclosed above, there are no service contracts between any Exova Director orproposed Director of Exova and any member of the Exova Group and no such contract hasbeen entered into or amended within the six months preceding the date of this document.

8. Material contracts

8.1 Exova Material Contracts

(a) CD&R Relationship Agreement

On 10 April 2014, Exova and CD&R, its majority shareholder, entered into a relationshipagreement which regulates the ongoing relationship between Exova and CD&R. Theprincipal purpose of the relationship agreement is to ensure that Exova and itssubsidiaries are capable of carrying on their business independently of CD&R and itsAssociates (as defined in the UKLA’s Listing Rules), that transactions and relationshipswith CD&R and its Associates (including any transactions and relationships with anymember of the Exova Group) are at arm’s length and on normal commercial terms, andthat the reputation and commercial interests of Exova are maintained. The relationshipagreement will continue for so long as (i) Exova Shares are listed on the premium listingsegment of the Official List and traded on the London Stock Exchange’s main market forlisted securities and (ii) CD&R together with its Associates hold, in aggregate, 10 percent. or more of the Exova Shares. Under the relationship agreement, Clayton,Dubilier & Rice Fund VII, LP is able to appoint two non-executive directors to the Exovaboard for so long as it and its Associates hold, in aggregate, 25 per cent. or more of all ofthe Exova Shares and one non-executive director to the Exova board if they hold, inaggregate, 10 per cent. or more but less than 25 per cent. of all of the Exova Shares.

(b) 2014 Senior Facilities Agreement

On 19 March 2014, Exova, Exova Treasury Limited (known at the time as Exova plc),Exova Group (UK) Limited, Exova (UK) Limited, Exova (US) Holdings Inc., ExovaInc., Exova Property Holdings Inc. and Exova Canada Inc. and certain other members ofthe Exova Group as borrowers (the “Facilities Borrowers”) and guarantors (the“Facilities Guarantors”) entered into a £260 million Senior Facilities Agreement,comprising a £170 million senior term loan facility (which is scheduled to mature fiveyears from first utilisation) and a £90 million revolving credit facility (which is scheduledto mature five years from first utilisation) (together the “2014 Facilities”), with RoyalBank of Scotland as agent, and a syndicate of banking institutions.

In addition, the 2014 Facilities provide for an uncommitted incremental facility, whichmay become committed in accordance with the terms of the 2014 Facilities, in anaggregate principal amount not to exceed the greater of (i) £100 million and (ii) theamount which, on a pro forma basis after giving effect to the incurrence of suchincremental facility and all other applicable pro forma adjustment events, would notresult in the Group’s net leverage exceeding 3.00:1.

The revolving credit facility is available for drawing until the date falling one monthprior to its scheduled maturity. Unless prepaid in accordance with the terms of the 2014Facilities, the term loan facility is repayable on its maturity date, five years from the firstutilisation date under the 2014 Facilities.

The obligations under the 2014 Facilities are unsecured. Subject to certain exceptions andlimitations imposed by applicable law, the Facilities Borrowers’ obligations as borrowers

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under the 2014 Facilities are guaranteed on a senior basis by the Facilities Guarantors.Subject to certain exceptions and limitations imposed by applicable law, each member ofthe Exova Group which is incorporated in (or formed under the laws of) Canada, Englandand Wales or the United States of America (in each case, other than a dormantsubsidiary) or is or becomes a material company having EBITDA representing 7.5 percent. or more of consolidated EBITDA of the Group, must become a guarantor of the2014 Facilities within a specified time period after becoming a member of the Group orceasing to be a dormant subsidiary or becoming a material company (as applicable).

The 2014 Facilities restrict the manner in which the Exova Group’s business isconducted, including (subject to certain agreed exceptions) restrictions on making loans,disposing of assets, making acquisitions or investments, creating security interests andeffecting mergers. The 2014 Facilities also impose financial covenants, requiring that amaximum net leverage ratio of the Exova Group (calculated at the end of specifiedperiods) does not exceed 3.50:1 and a minimum interest cover ratio of the Exova Groupcalculated at the end of specified periods) shall not be less than 3.00:1, each tested foreach rolling twelve-month period ending as at 30 June and 31 December of each year,commencing on 31 December 2014. The 2014 Facilities contain customary conditionsprecedent, representations, covenants, events of default and mandatory prepaymentevents (including upon a change of control).

Upon a change of control of the Company, each of the lenders have a right to exit the2014 Facilities. Where a lender has elected to exit the 2014 Facilities, the Company willneed to repay the exiting lender all amounts owing to that lender under the financedocuments, including a “break costs”. The break cost is calculated as the amount (if any)by which the interest which a lender should have received if the prepaid amounts wererepaid on an interest repayment date exceeds the amount the lender would have been ableto obtain by placing the prepaid amount on deposit with a leading bank in the relevantinterbank market for the remainder of the period from prepayment up to the interestrepayment date. The break cost compensates the lender for the interest it would havereceived from the borrower had it been repaid on an interest payment date rather than atthe earlier prepayment date (being the date the Company is required to repay that lender).

(c) Confidentiality Agreement

Exova and BEV (acting by its manager Bridgepoint) entered into a confidentialityagreement on 13 February 2017, pursuant to which, amongst other things, BEV hasundertaken, (i) to keep confidential information relating to the Acquisition and Exova;(ii) use such information only for the purposes of evaluating, negotiating, advising uponor implementing the Acquisition; and (iii) not to disclose such information unlesspermitted by the terms of the Confidentiality Agreement. The confidentiality obligationswill remain in force for a period of 24 months from the date of the ConfidentialityAgreement.

The Confidentiality Agreement also contains undertakings from BEV that for a period of12 months, BEV or any of its group undertakings shall not, without the prior writtenconsent of Exova, acquire or offer to acquire any interest in share or other securities ofExova (which undertaking ceases as at the date of this document) and that, for a period of12 months, BEV shall not, without Exova’s prior written consent, solicit certainemployees, officers, suppliers or customers of Exova, subject to customary carve-outs.

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(d) Cooperation Agreement

Exova and Element Bidco entered into a cooperation agreement on 19 April 2017 withrespect to the Acquisition (the Cooperation Agreement”). Under the terms of theCooperation Agreement, Exova and Element Bidco have agreed, among other things, that(in summary):

(i) Exova and Element Bidco will cooperate with each other, and provide certaininformation to each other, in order to assist in obtaining clearance fromcompetition and other regulatory bodies in order to satisfy the Conditionsrelating to such clearances;

(ii) Element Bidco will provide Exova with certain information and assistance inpreparing the Scheme Document and implementing the Acquisition;

(iii) Element and Exova will agree to the implementation of certain matters relatingto the treatment of options and awards under the Exova Share Schemes andcertain other employee related arrangements;

(iv) Exova and Element Bidco intend to implement the Acquisition by way of theScheme, subject to the ability of Element Bidco, with the consent of the Panel,to proceed by way of a Takeover Offer;

(v) Element Bidco will pay Exova a break payment of £6.203 million if: (i) on orprior to the Longstop Date, Element Bidco invokes any of the RegulatoryConditions so as to cause the Acquisition not to proceed, lapse or bewithdrawn; (ii) a Rule 12 Event takes place on or prior to the Longstop Date; or(iii) any Regulatory Condition has not been satisfied or waived by ElementBidco by 11.59 p.m. on the date which is 14 days prior to the Longstop Date;

(vi) the Cooperation Agreement shall terminate (save in respect of certain survivingprovisions) if: (i) Exova and Element Bidco so agree in writing; (ii) theAcquisition is, with the permission of the Panel, withdrawn or lapses inaccordance with its terms prior to the Longstop Date (other than where (i) suchlapse or withdrawal is as a result of the exercise of Element Bidco’s right toeffect a switch; or (ii) it is otherwise to be followed within ten Business Daysby an announcement under Rule 2.7 of the Code made by Element Bidco or aperson acting in concert with Bidco to implement the Acquisition by a differentoffer or scheme on substantially the same or improved terms); or (iii) theEffective Date has not occurred on or before the Longstop Date, unlessotherwise agreed in writing between Element Bidco and Exova;

(vii) Element Bidco may terminate the Cooperation Agreement (save in respect ofcertain surviving provisions) if: (i) the Exova Directors withdraw or adverselymodify their recommendation of the Acquisition; (ii) Exova announces it willnot convene the Court Meeting or General Meeting or it intends not to post theScheme Document or (if different) the document convening the GeneralMeeting; or (iii) any Condition is not satisfied or waived or becomes incapableof satisfaction or waiver by the Longstop Date (in each case if invocation ofeach Condition is permitted by the Panel);

(viii) Element Bidco may also terminate the Cooperation Agreement (save in respectof certain surviving provisions) if a competing proposal is recommended by theExova Directors or completes, becomes effective or is declared unconditionalin all respects; and

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(ix) either Element Bidco or Exova may terminate the Cooperation Agreement(save in respect of certain surviving provisions) if the requisite resolutions arenot passed at either or both of the Court Meeting and the General Meeting.

8.2 Element Bidco Material Contracts

(a) 2017 Bank Facilities

On 19 April 2017 Greenrock Topco Limited (“Topco”), Greenrock Midco Limited(“Midco”) and Greenrock Finance, Inc. (“US Finance” and together with Topcoand Midco, the “Finance Parties”) entered into a first lien credit agreement withBank of America, N.A., Bank of America Merrill Lynch International Limited, andHSBC Bank plc as Global Coordinators and Mandated Lead Arrangers, ING BankN.V., London Branch, Barclays Bank plc, Credit Agricole Corporate and InvestmentBank, The Governor and Company of the Bank of Ireland, Mizuho Bank, Ltd., andSumitomo Mitsui Banking Corporation Europe Limited, as mandated lead arrangers,and ING Bank N.V., London Branch, as administrative agent, and a second liencredit agreement with ING Bank N.V., London Branch, as administrative agent(together, the “Credit Agreements”) pursuant to which the lenders thereunderagreed to provide the following facilities:

(i) a $720,000,000 first lien senior secured term loan denominated in US dollars(the “First Lien USD Term Loan”);

(ii) a £160,000,000 first lien senior secured term loan denominated in sterling (the“First Lien GBP Term Loan”);

(iii) a €204,200,000 first lien senior secured term loan denominated in euro (the“First Lien EUR Term Loan”);

(iv) a $230,000,000 second lien senior secured term loan denominated in US dollars(the “Second Lien Term Loan”);

(v) a $100,000,000 senior secured revolving facility that can be drawn inUS dollars, sterling or euro (the “Revolving Facility”); and

(vi) a $50,000,000 senior secured capital expenditure and acquisition facility thatcan be drawn in US dollars, sterling or euro (the “Capex Facility” and togetherwith the First Lien USD Term Loan, the First Lien GBP Term Loan, the FirstLien EUR Term Loan, the Second Lien Term Loan and the Revolving Facility,the “Facilities”).

The availability of each of the Facilities is conditioned upon the occurrence of theAcquisition. The Credit Agreements allow Element Bidco to switch betweeneffecting the Acquisition by way of the Scheme or by way of a contractual offer if:(i) such offer is a “takeover offer” as defined in section 974 of the Companies Actand such offer applies to all of the Exova Shares; (ii) notices required under section979(2) or section 979(4) of the Companies Act are promptly given; (iii) the FinanceParties promptly inform the administrative agent; (iv) within 5 Business Days ofswitching to a contractual offer the Finance Parties procure any relevant pressrelease is issued; and (v) any offer document requires valid acceptances in respect ofthe share of Exova such that following the Acquisition Element Bidco will hold notless than 90 per cent. of each class of shares in Exova.

The First Lien USD Term Loan is repayable according to an amortisation scheduleset forth in the applicable Credit Agreement, but required to be repaid in full on thedate falling seven years after the Closing Date (as defined in the Credit Agreements;

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such date, the “Facilities Closing Date”). The First Lien GBP Term Loan and theFirst Lien EUR Term Loan are repayable in full on the date falling seven years afterthe Facilities Closing Date. The Revolving Facility will be repaid in full andpermanently cancelled on the date falling six years after the Facilities Closing Date.The Capex Facility will be repaid in full and permanently cancelled on the datefalling seven years after the Facilities Closing Date. The Second Lien Term Loanwill be repaid in full on the date falling eight years after the Facilities Closing Date.

In connection with the Credit Agreements, the Finance Parties granted security oversubstantially all of their assets, including all shares owned in Element Bidco and anyloans made to Element Bidco. Element Bidco has granted a floating charge andfixed security over substantially all of its assets. In addition, certain members of theElement Group, Exova and certain subsidiaries of Exova will grant security andaccede to certain of the financing documents within 30 days (with respect to theElement Group) or 90 days (with respect to Exova and certain of its subsidiaries)after completion of the Acquisition (upon acceding to the financing documents, suchmembers of the Element Group, Exova and such subsidiaries of Exova, togetherwith the Finance Parties, the “Finance Group”).

The Facilities will be cancelled and amounts drawn under the Facilities must beprepaid if there is a disposition of all or substantially all of the assets of the FinanceGroup or if there is a change of control in the ownership of the Finance Parties. TheCredit Agreements permit voluntary cancellation of undrawn amounts and voluntaryprepayments of loans made under the Facilities.

Interest will initially accrue, at a rate of:

(i) with respect to the First Lien USD Term Loan, LIBOR plus 3.50 per cent. perannum;

(ii) with respect to the First Lien GBP Term Loan, LIBOR plus 4.50 per cent. perannum;

(iii) with respect to the First Lien EUR Term Loan, EURIBOR plus 3.50 per cent.per annum;

(iv) with respect to the Revolving Facility, EURIBOR plus 3.25 per cent. perannum;

(v) with respect to the Capex Facility, EURIBOR plus 3.50 per cent. per annum;and

(vi) with respect to the Second Lien Term Loan, EURIBOR plus 7.50 per cent. perannum.

In respect of each of clauses (i) through (v) above, subject to a decreasing marginratchet based on first lien leverage. The First Lien USD Term Loan and the SecondLien Term Loan are subject to a LIBOR floor of 1.00 per cent. The RevolvingFacility and Capex Facility are subject to commitment fees computed at a rate of30 per cent. per annum of the applicable margin.

The Credit Agreements contain restrictions, subject to certain exceptions andlimitations, on some or all of the Finance Parties and their subsidiaries from grantingsecurity interests, making acquisitions or becoming party to a joint venture,incurring indebtedness, incurring any guarantee or indemnity, entering into amerger, consolidation or restructuring, paying dividends or redeeming share capital,disposing or transferring assets, repaying or prepaying principal or otherwisedischarging obligations of other financial indebtedness including under certain intra-

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group loans, entering into transactions with affiliates other than on an arms’ lengthbasis, changing the general nature of their business, creating security over theirassets, and entering into certain derivative transactions.

The Revolving Facility includes a financial covenant that requires the first lienleverage to be higher than an agreed level as of an applicable testing date. Thefinancial covenant is subject to customary equity cure provisions.

The Credit Agreements contain representations and warranties and events of defaultthat are customary for transactions of this nature, including but not limited torepresentations and warranties relating to authority to enter into the CreditAgreements and that entry into the Credit Agreements will not breach theirrespective constitutional documents. The Credit Agreements also contain customarymandatory prepayment provisions requiring proceeds received from certaindispositions and certain casualty events, certain debt incurrences and excess cashflow to be applied to prepay the Facilities in a prescribed order.

Members of the Finance Group are, or will be, a party to an intercreditor agreementpursuant to which each such entity subordinate its claims to those of the lendersunder the Credit Agreements.

The arrangement of the Facilities includes certain market flex rights, reflective ofcurrent conditions in the syndicated debt markets.

(b) Subscription Agreement

Pursuant to a subscription agreement entered into between (among others) Element,Element Bidco and BEV dated 18 April 2017 (the “Subscription Agreement”), BEV hasentered into commitments to subscribe for securities in Element and its indirect whollyowned subsidiary Element Midco conditional upon the Acquisition completing. Each ofElement, Element Midco and certain of their subsidiaries have given correspondingcommitments to ensure that the cash proceeds of such commitments are provided toElement Bidco.

(c) Confidentiality Agreements

See paragraph 8.1(b) above for details of the confidentiality agreements between Exovaand BEV.

(d) Cooperation Agreement

See paragraph 8.1(d) above for details of the Cooperation Agreement between Exova andElement Bidco.

9. Cash confirmation

The cash consideration payable pursuant to the Acquisition will be financed as set out inparagraph 6 of Part II (Explanatory Statement) of this document. Bridgepoint’s financialadvisers are satisfied that sufficient resources are available to Element to satisfy in fullthe cash consideration payable pursuant to the Offer.

10. Significant change

Save as disclosed in this document, there has been no significant change in the financialor trading position of the Exova Group since 31 December 2016, being the date to whichExova’s last published accounts were prepared.

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11. Sources and bases of selected financial information

11.1 The aggregate value of the Consideration (and the value attributed to the entire existingissued and to be issued share capital of Exova under the terms of the Acquisition) of£620.3 million is calculated by multiplying the offered amount of 240 pence in cash perExova Share (and including the Agreed Dividend) by Exova’s fully diluted share capital(as referred to in paragraph 11.2 below).

11.2 The fully diluted share capital of Exova of 256,009,630 Exova Shares is calculated onthe basis of:

(a) Exova’s issued share capital as at the close of business on 10 May 2017, (beingthe latest practicable date prior to the publication of this document) of250,490,374 Exova Shares; and

(b) up to 5,519,256 further Exova Shares which may be issued on the exercise ofoptions or vesting of awards under the Exova Share Schemes, as at the date of theRule 2.7 Announcement, although Exova has confirmed that no more than4,357,982 Exova Shares will need to be issued under the relevant Exova ShareSchemes.

11.3 The Cash Value values the entire issued and to be issued ordinary share capital ofExova at approximately £620.3 million on the basis of a fully diluted share capital of256,009,630 Exova Shares, assuming that all rights in respect of in-the-money optionsor vesting of awards under the Exova Share Schemes are exercised on the basisexplained in paragraph 11.2 above. This assumes that the shares under option or awardunder the Exova Share Schemes will not be eligible to receive the final dividend of 2.35pence per Exova Share but will be taken into account for purposes of determiningdividend equivalent rights under the Exova Group plc Long Term Incentive Plan.

11.4 Unless otherwise stated, all prices and closing prices for Exova Shares are closingmiddle market quotations derived from the Daily Official List.

11.5 The reference to the implied enterprise value multiple is based on the value of Exova’sfully diluted share capital as calculated in paragraph 11.2 above, assuming 242.35 penceper Exova Share and 240.00 pence on the further Exova Shares which may be issued onor after the Announcement Date plus Exova’s adjusted net debt at 31 December 2016which includes £149.4 million of net debt, £20.7 million of retirement benefitobligation, £8.7 million of non-controlling interests, £6.9 million of contingentconsideration, £1.7 million of deferred consideration, less £3.6 million in cash proceedsfrom SOP awards (based on the maximum position under Scheme rules), and less£0.2 million investment in joint ventures all divided by Exova’s Adjusted EBITA of£50.3 million and Exova’s Adjusted EBITDA of £64.5 million respectively for thetwelve month period to 31 December 2016.

11.6 Unless otherwise stated, historic financial information relating to Exova has beenextracted or derived (without material adjustment) from the audited financial statementsof Exova contained in Exova’s Annual Report and Accounts for the financial yearended 31 December 2016.

11.7 Certain figures included in this document have been subject to rounding adjustments.

12. Incorporation by reference

12.1 Parts of other documents are incorporated by reference in, and form part of, thisdocument.

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12.2 Part V (Financial and Ratings Information) of this document sets out which sections ofsuch documents are incorporated into this document.

12.3 A person who has received this document may request a copy of such documentsincorporated by reference. A copy of any such documents or information incorporatedby reference will not be sent to such persons unless requested from Capita AssetServices at Capita Asset Services, PXS, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU, or by calling Capita Asset Services on 0371 664 0321.Calls are charged at the standard geographic rate and will vary by provider. Callsoutside the United Kingdom will be charged at the applicable international rate. Thehelpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding publicholidays in England and Wales. Please note that Capita Asset Services cannot provideany financial, legal or tax advice and calls may be recorded and monitored for securityand training purposes. If requested, copies will be provided, free of charge, within twobusiness days of the request.

13. Other information

13.1 Each of HSBC, Merrill Lynch International, Goldman Sachs International and InvestecBank plc, has given and not withdrawn its written consent to the issue of this document withthe inclusion of the references to its name in the form and context in which they appear.

13.2 Save as disclosed in this document, there is no agreement, arrangement orunderstanding (including any compensation arrangement) between Element or anyperson acting in concert with it and any of the directors, recent directors, shareholders orrecent shareholders of Exova, or any person interested or recently interested in ExovaShares, having any connection with or dependence on or which is conditional upon theoutcome of the Acquisition.

13.3 There is no agreement, arrangement or understanding whereby the beneficial ownershipof any of the Exova Shares to be acquired by Element Bidco will be transferred to anyother person, save that Element Bidco reserves the right to transfer any such shares toany other member of the Element Group.

13.4 Save with the consent of the Panel, settlement of the consideration to which eachScheme Shareholder is entitled under the Scheme will be implemented in full inaccordance with the terms of the Scheme without regard to any lien or right of set-off,counterclaim or other analogous right to which Element Bidco may otherwise be, orclaim to be, entitled against any such Scheme Shareholder.

13.5 The aggregate fees and expenses which are expected to be incurred by Element inconnection with the Acquisition are estimated to amount to approximately £40,400,000to £49,400,000 plus applicable VAT and other taxes. This aggregate number consists ofthe following categories:

Category Amount

Financing and arrangement fees(1) . . . . . . . . . . . . . . . . . . . . . .£22,000,000 – £26,000,000Financial and corporate broking advice(2) . . . . . . . . . . . . . . . . £6,500,000 – £8,000,000Legal advice(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £3,000,000 – £4,000,000Accounting advice(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £800,000 – £1,300,000Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £100,000Other professional services(4) . . . . . . . . . . . . . . . . . . . . . . . . . . £1,000,000 – £1,500,000Other costs and expenses(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . £7,000,000 – £8,500,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .£40,400,000 – £49,400,000

Notes:(1) Financing and arrangement fees are estimated as a range given the syndication process to follow.

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(2) Financial and corporate broking advice is estimated as a range depending on whether discretionaryfees are paid (excluding applicable VAT).

(3) Legal fees are estimated as a range as they are charged by reference to hourly rates and at the latestpracticable date prior to publication of this document, the residual amount of legal work required inconnection with, inter alia, anti-trust and regulatory filings was uncertain.

(4) Fees for accounting advice and other professional services are estimated as a range as they arecharged by reference to hourly rates and is based on estimates of fees to be incurred up tocompletion of the Acquisition at the latest practicable date of this document.

(5) Other costs and expenses are estimated as a range as they include the cost of hedging up to the dateof completion of the Transaction (which is yet unknown).

13.6 The aggregate fees and expenses which are expected to be incurred by Exova inconnection with the Acquisition are estimated to amount to approximately £7,600,000to £8,100,000 (exclusive of any applicable VAT and other taxes). This aggregatenumber consists of the following categories:

Category AmountFinancial and corporate broking advice . . . . . . . . . . . . . . . . . . £5,000,000Legal advice(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £1,500,000 – £2,000,000Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £250,000Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £100,000Other professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . £200,000Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £550,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £7,600,000 – £8,100,000

Notes:(1) These services are charged primarily by reference to hourly or daily rates. Amounts included here

reflect the time incurred up to 10 May 2017, being the latest practicable date prior to publication ofthis document, and an estimate of the further time required.

13.7 Save as disclosed in this document, the emoluments of the Exova Directors and theElement Directors will not be affected by the Acquisition or any other associatedtransaction.

13.8 There is no agreement or arrangement to which Element Bidco is a party which relatesto the circumstances in which it may or may not invoke a condition to the Scheme.

14. Documents available for inspection

Until and including the Effective Date (or the date on which the Scheme lapses or iswithdrawn, if earlier) copies of the following documents will be available via the link onExova’s website at: www.exova.com; and at Element’s website at: www.element.com.

14.1 the Exova Articles;

14.2 the Element Bidco Articles;

14.3 the audited consolidated financial statements of the Exova Group for the two yearsended 31 December 2016;

14.4 a copy of the written consent from each of Merrill Lynch International, HSBC,Goldman Sachs International and Investec Bank plc referred to at paragraph 13.1 of thisPart VII (Additional Information);

14.5 copies of the Exova Directors’ service contracts and letters of appointment referred to atparagraph 7 of this Part VII (Additional Information);

14.6 copies of the letters of irrevocable undertaking referred to at paragraph 6 of this Part VII(Additional Information) of this document;

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14.7 copies of the material contracts referred to at paragraphs 8.1 and 8.2 of this Part VII(Additional Information);

14.8 the rules of the Exova Share Schemes;

14.9 once sent, the standard letters to participants in the Exova Share Schemes in accordancewith Rule 15 of the City Code; and

14.10 this document, the Forms of Proxy.

12 May 2017

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Part VIIIDEFINITIONS

The following definitions apply throughout this document (with the exception of Part IV (theScheme of Arrangement) of this document), unless the context requires otherwise.

Acquisition the direct or indirect acquisition by Element Bidco of theentire issued and to be issued ordinary share capital ofExova to be effected by means of the Scheme (or, subjectto the consent of the Panel, a Takeover Offer) including,where the context so requires, any subsequent variation,revision, extension or renewal thereof;

Adjusted EBITA operating profit from continuing operations beforeseparately disclosed items;

Adjusted EBITDA Adjusted EBITA before depreciation;

Agreed Dividend the final dividend of 2.35 pence per Exova Share for theperiod to 31 December 2016 and payable, conditional onapproval by Exova shareholders at the Annual GeneralMeeting, to Exova Shareholders on the register at theclose of business on 26 May 2017;

Annual General Meeting orAGM the annual general meeting of Exova, convened for 11.00

a.m. on 24 May 2017;

associated undertaking has the meaning given in section 344(3) of the CompaniesAct 2006;

Authorisations has the meaning set out in Part A of Part III (Conditionsand further terms of the Acquisition and the Scheme) ofthis document;

BEV means the limited partnerships comprising theBridgepoint Europe V Fund;

BofA Merrill Lynch Merrill Lynch International;

Bridgepoint means Bridgepoint Advisers Limited, its subsidiaries andsubsidiary undertakings;

Bridgepoint Directors the directors of Bridgepoint as at the date of thisdocument, or where the context so requires, the directorsof Bridgepoint from time to time;

Bridgepoint Funds means the limited partnerships comprising theBridgepoint Europe I Fund, Bridgepoint Europe II Fund,the Bridgepoint Europe III Fund, the Bridgepoint EuropeIV Fund, the Bridgepoint Europe V Fund, the BridgepointDevelopment Capital I Fund, the BridgepointDevelopment Capital II Fund, the BridgepointDevelopment Capital III Fund, the BPSF I Fund and theBPSF II Fund;

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Business Day a day (other than Saturdays, Sundays and public holidays)on which banks are open for business in London;

Capita Asset Services Capita Asset Services, a trading name of Capita RegistrarsLtd;

Cash Value has the meaning set out in paragraph 2 of Part I (Letterfrom the Chairman of Exova Group plc) of this document;

CD&R TABASCO B.V., a company owned by Clayton,Dubilier & Rice Fund VII, LP;

CGT has the meaning set out in Part VII;

City Code or Code the City Code on Takeovers and Mergers, as amendedfrom time to time;

Closing Price the closing middle market quotations of a share derivedfrom the Daily Official List of the London StockExchange;

CMA UK Competition and Markets Authority;

Combined Group the enlarged Element Group following completion of theAcquisition comprising the Exova Group and the ElementGroup;

Companies Act or 2006 Act the Companies Act 2006 (as amended, modified,consolidated, re-enacted or replaced from time to time);

Conditions the conditions to the implementation of the Acquisitionset out in Part A of Part III (Conditions and further termsof the Acquisition and the Scheme) of this document and a“Condition” shall mean any one of them;

Confidentiality Agreement has the meaning set out in paragraph 11 of Part II (Offer-related Arrangements) of this document;

Consideration the consideration payable to Exova Shareholders inconnection with the Acquisition comprising a cashcomponent of 240 pence per Exova Share;

Cooperation Agreement has the meaning set out in paragraph 11 of Part II (Offer-related Arrangements) of this document;

Council Regulation Council Regulation (EC) 139/2004, as amended;

Court the High Court of Justice in England and Wales;

Court Hearing the hearing by the Court of the application to sanction theScheme under Part 26 of the Companies Act;

Court Meeting the meeting (or any adjournment thereof) of the SchemeShareholders to be convened with the permission of the

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Court pursuant to Part 26 of the Companies Act toconsider and, if thought fit, approve the Scheme (with orwithout modification), notice of which is set out in Part IX(Notice of Court Meeting) of this document (including anyadjournment thereof);

Credit Agreements has the meaning set out in paragraph 6 of Part II(Financing of the Acquisition) of this document;

CREST the relevant system to facilitate the transfer of title toshares in uncertified form (as defined in the CRESTRegulations) in respect of which Euroclear UK & IrelandLimited is the Operator (as defined in the Regulations);

CREST Manual the CREST Manual published by Euroclear, as amendedfrom time to time;

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001No. 3755) as amended from time to time;

CSOP the UK tax-favoured sub-plan set out in Schedule A of theLTIP and Schedule A of the SOP;

Daily Official List the daily official list of the London Stock Exchange;

DDTC means the United States Department of State, Directorateof Defence Trade Controls;

Dealing Day a day on which dealing in domestic securities may takeplace on, and with the authority of, the London StockExchange;

Effective Date the date on which the Scheme becomes effective;

Element Element Materials Technology Group Limited,incorporated in England and Wales with registerednumber 09915743;

Element Bidco Greenrock Bidco Limited, incorporated in England andWales with registered number 10702697;

Element Bidco Articles the articles of association of Element Bidco as amendedfrom time to time;

Element Bidco Directors the directors of Element Bidco as at the date of thisdocument or, where the context so requires, the directorsof Element Bidco from time to time;

Element Board the board of directors of Element;

Element Directors the directors of Element as at the date of this document or,where the context so requires, the directors of Elementfrom time to time;

Element Group Element, its subsidiaries and subsidiary undertakings;

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Element Midco EMT Holdings Limited, incorporated in England andWales with registered number 09915789;

Euroclear Euroclear UK & Ireland Limited;

Excluded Shareholders holders of Excluded Shares;

Excluded Shares any Exova Shares which are registered in the name of orbeneficially owned by any member of the Element Groupor its nominee(s), any Exova Shares held in treasury andany other Exova Shares which Element Bidco and Exovaagree will not be subject to the Scheme;

Exova Exova Group plc, incorporated in England and Wales withregistered number 08907086;

Exova Articles the articles of association of Exova as amended from timeto time;

Exova Directors the directors of Exova as at the date of this document or,where the context so requires, the directors of Exova fromtime to time;

Exova Executive Directors Ian Ramsey Safwat El-Mokadem and Philip AntonyMarshall;

Exova Group Exova and its subsidiaries and subsidiary undertakings;

Exova Non-Executive Directors Allister Gordon Langlands, William Spencer, HelmutLudwig Eschwey, Dr, Vanda Murray OBE, AndrewHenry Simon OBE, Manfred Kindle and Christian PierreRochat;

Exova Shares Exova ordinary shares of one pence each;

Exova Share Schemes the Exova Group plc Long Term Incentive Plan and theExova Group plc Share Option Plan, each as amendedfrom time to time;

Exova Shareholders the holders of Exova Shares;

Fairly Disclosed information which has been fairly disclosed by or onbehalf of Exova: (i) in the annual report and accounts ofthe Exova Group for the year ended 31 December 2016;(ii) in this document; (iii) in any other publicannouncement by, or on behalf of, Exova in accordancewith the Listing Rules, Disclosure Guidance andTransparency Rules of the FCA (as applicable) prior tothe date of this document; (iv) in writing prior to the dateof this document by or on behalf of Exova to ElementBidco (or its respective officers, employees, agents oradvisers in their capacity as such); or (v) in the virtualdata room operated by or on behalf of Exova in respect ofthe Acquisition prior to the date of this document;

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FCA the Financial Conduct Authority;

Form(s) of Proxy the BLUE Form of Proxy for use at the Court Meeting andthe WHITE Form of Proxy for use at the General Meeting(or either of them as the context may require), which arebeing sent to Exova Shareholders;

General Meeting the general meeting of Exova (or any adjournmentthereof) to be convened in connection with the Scheme,expected to be held as soon as the preceding CourtMeeting shall have been concluded or adjourned;

GWB has the meaning set out in Part A of Part III (Conditionsand further terms of the Acquisition and the Scheme) ofthis document;

HMRC HM Revenue & Customs;

holder a registered holder (including any person(s) entitled bytransmission);

HSBC HSBC Bank plc;

HSR Act the Hart-Scott-Rodino Antitrust Improvements Act of1976, as amended and the rules and regulationspromulgated thereunder;

Intervened has the meaning set out in Part A of Part III (Conditionsand further terms of the Acquisition and the Scheme) ofthis document;

IPO has the meaning set out in paragraph 3 of Part I (Letterfrom the Chairman of Exova Group plc) of this document;

ITAR the US International Traffic in Arms Regulations (22Code of Federal Regulations 120-130);

Listing Rules the rules and regulations made by the FCA pursuant toPart 6 of the Financial Services and Markets Act 2000 andcontained in the FCA’s publication of the same name;

London Stock Exchange London Stock Exchange plc;

Long Stop Date 18 October 2017 or such later date as may be agreed inwriting by Exova and Element Bidco (with the Panel’sconsent and as the Court may approve (if such approval isrequired));

LTIP has the meaning set out in paragraph 7 of Part II(Explanatory Statement) of this document;

Meetings together, the Court Meeting and/or the General Meeting,and the term “Meeting” shall be construed as either theCourt Meeting or the General Meeting, as the case maybe;

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Offer Period the period commencing on 26 March 2017 and ending on:(i) the earlier of the Effective Date and the date on whichthe Scheme lapses or is withdrawn (or such other date asthe Panel may decide); or (ii) the earlier of the date onwhich the Acquisition has become or has been declaredunconditional as to acceptances and the date on which theAcquisition lapses or is withdrawn (or such other date asthe Panel may decide), in each case other than where suchlapsing or withdrawal is a result of Element Bidcoexercising its right to implement the Acquisition by wayof a Takeover Offer or a Scheme (as appropriate),provided that references to the Offer Period in paragraph 5of Part VII (Additional Information) of this document areto the Offer Period up to the close of business on 10 May2017 (being the latest practicable date before thepublication of this document);

Offer Price has the meaning set out in paragraph 2 of Part I (Letterfrom the Chairman of Exova Group plc) of this document;

Official List the official list maintained by the UK Listing Authority;

Overseas Shareholders Exova Shareholders who are resident in, ordinarilyresident in, or citizens of, jurisdictions outside theUnited Kingdom or who are nominees of, or custodians ortrustees for, citizens or nationals of countries other thanthe United Kingdom;

Panel the Panel on Takeovers and Mergers;

Registrar of Companies the Registrar of Companies in England and Wales;

Regulation Council Regulation (EC) 139/2004 (as amended);

Regulatory Conditions the Conditions set out in paragraphs 3 to 10 (inclusive) ofPart III (Conditions to and further terms of the Acquisitionand the Scheme) of this document (so far as, in the case ofthe Conditions set out in paragraphs 8, 9 and 10 of PartIII, the relevant Third Party under those Conditions is aRelevant Authority, as defined in the CooperationAgreement);

Regulatory Information Service a service approved by the London Stock Exchange for thedistribution to the public of announcements and includedwithin the list maintained on the London StockExchange’s website;

Remuneration Committee has the meaning set out in paragraph 7 of Part II(Explanatory Statement) of this document;

Restricted Jurisdiction any jurisdiction where extension or acceptance of theproposed Acquisition would violate the law of thatjurisdiction;

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Rule 2.7 Announcement the joint announcement made by Exova and Element inrelation to the Acquisition on 19 April 2017;

Sanction Date means the date on which the Scheme is sanctioned by theCourt;

Scheme or Scheme ofArrangement the proposed scheme of arrangement made under Part 26

of the Companies Act between Exova and the SchemeShareholders (with or subject to any modification,addition or condition approved or imposed by the Courtand agreed to by Element Bidco and Exova) particulars ofwhich are set out in Part VII (Additional Information) ofthis document, in its present form or with or subject to anymodification, addition or condition approved or imposedby the Court and agreed to by Exova and Element Bidco;

Scheme Circular this document;

Scheme Court Order the order of the Court sanctioning the Scheme under Part26 of the Companies Act;

Scheme Record Time 6.00 p.m. (London time) on the Business Dayimmediately prior to the Effective Date;

Scheme Shareholder a holder of Scheme Shares;

Scheme Shares the Exova Shares:

(i) in issue at the date of this document;(ii) (if any) issued after the date of this document but

before the Voting Record Time; and(iii) (if any) issued at or after the Voting Record Time

and at or prior to the Scheme Record Time on termsthat the holders will be bound by the Scheme,

in each case excluding any Excluded Shares;

SDRT has the meaning set out in Part VII;

Second Request has the meaning set out in Part A of Part III;

SOP has the meaning set out in paragraph 7 of Part II(Explanatory Statement) of this document;

Special Resolution the special resolution to be proposed at the GeneralMeeting;

Subscription Agreement has the meaning set out in paragraph 6 of Part II(Financing of the Acquisition) of this document;

subsidiary has the meaning given in section 1159 of the CompaniesAct 2006;

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subsidiary undertaking has the meaning given in section 1162 of the CompaniesAct 2006;

Substantial Interest in relation to an undertaking, a direct or indirect interestof 20 per cent. or more of the total voting rights conferredby the equity share capital (as defined in Section 548 ofthe 2006 Act) of such undertaking;

Takeover Offer if (subject to the consent of the Panel), Element Bidcoelects to effect the Acquisition by way of a takeover offer(as defined in Chapter 3 of Part 29 of the 2006 Act), theoffer to be made by or on behalf of Element Bidco toacquire the issued and to be issued ordinary share capitalof Exova on the terms and subject to the conditions to beset out in the related offer document;

Third Party has the meaning set out in Part A of Part III (Conditionsand further terms of the Acquisition and the Scheme) ofthis document;

TTL Chiltern Group PensionScheme the defined benefit pension scheme established by a trust

deed dated 2 March 1978 and of which Exova (UK)Limited is the principal employer;

UK or United Kingdom the United Kingdom of Great Britain and NorthernIreland;

UKLA or UK Listing Authority the FCA acting in its capacity as the authority for listingin the UK;

uncertificated or inuncertificated form

recorded on the relevant register of members as being heldin uncertificated form and title to which may, by virtue ofthe CREST Regulations, be transferred by means ofCREST;

United States or US the United States of America, its territories andpossessions, any state of the United States of America andthe District of Columbia;

US Exchange Act US Securities and Exchange Act of 1934, as amended;

Voting Record Time 6.00 p.m. (London time) on the day which is two days(excluding non-working days) prior to the date of theCourt Meeting or any adjournment thereof (as the casemay be);

Wider Element Group Element, its subsidiary undertakings, associatedundertakings and any other undertakings in which thatcompany and such undertakings (aggregating theirinterests) have a Substantial Interest.

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Wider Exova Group Exova, its subsidiary undertakings, associatedundertakings and any other undertakings in which thatcompany and such undertakings (aggregating theirinterests) have a Substantial Interest; and

All times referred to are London time unless otherwise stated.

All references to “GBP”, “pence”, “sterling”, “£” or “p” are to the lawful currency of theUnited Kingdom.

All references to “Euro” or “€” are to the lawful currency of the European Union.

All references to “US dollar”, “USD”, “US$” or “cents”, are to the lawful currency of theUnited States.

All references to statutory provision or law or to any order or regulation shall be construed asa reference to that provision, law, order or regulation as extended, modified, replaced orre-enacted from time to time and all statutory instruments, regulations and orders from time totime made thereunder or deriving validity therefrom.

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Part IXNOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2017-002633CHANCERY DIVISIONCOMPANIES COURT

REGISTRAR DERRETT

IN THE MATTER OF EXOVA GROUP PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 5 May 2017 made in the above matters,the Court has given permission for a meeting (the “Court Meeting”) to be convened of theholders of Scheme Shares (as defined in the scheme of arrangement referred to below) for thepurpose of considering and, if thought fit, approving (with or without modification) a schemeof arrangement (the “Scheme of Arrangement”) proposed to be made pursuant to Part 26 ofthe Companies Act 2006 (the “Act”) between Exova Group plc (“Exova” or the “Company”),and the Scheme Shareholders (as defined in the Scheme of Arrangement) and that the CourtMeeting will be held at Freshfields Bruckhaus Deringer LLP, 26-28 Tudor Street, LondonEC4Y 0BQ on 9 June 2017, at 11.00 a.m., at which place and time Scheme Shareholders arerequested to attend.

Copies of the Scheme of Arrangement and of the explanatory statement required to bepublished pursuant to section 897 of the Act are incorporated in the document of which thisNotice forms part.

Voting on the resolution to approve the Scheme will be by poll, which shall be conducted asthe Chair of the Court Meeting may determine.

Right to Appoint a Proxy; Procedure for Appointment

Scheme Shareholders entitled to attend and vote at the Court Meeting may vote inperson at such meeting or they may appoint another person or persons, whether amember of the Company or not, as their proxy or proxies, to exercise all or any of theirrights to attend, speak and vote at the Court Meeting.

A BLUE Form of Proxy, for use at the Court Meeting, has been provided. Instructionsfor its use are set out on the form. It is requested that the BLUE Form of Proxy (togetherwith any power of attorney or other authority, if any, under which it is signed, or a dulycertified copy thereof) be returned to the Company’s Registrars, Capita Asset Services,at Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, KentBR3 4TU, either (i) by post or (ii) (during normal business hours only) by hand, to bereceived not later than 11.00 a.m. (London time) on 7 June 2017 or, in the case of anadjournment of the Court Meeting, 48 hours (excluding non-working days) before thetime appointed for the adjourned meeting. However, if not so lodged, BLUE Forms ofProxy (together with any such authority, if applicable) may be handed to the Chair of theCourt Meeting or to the Registrars, on behalf of the Chair of the Court Meeting, beforethe start of the Court Meeting.

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As a member of the Company you are entitled to appoint one or more proxies to exercise all orany of your rights to attend, speak and vote on your behalf at the Court Meeting, provided thateach proxy is appointed to exercise the rights attached to a different share or shares. A proxyneed not be a member of the Company but they must attend the Court Meeting to representyou. If you require additional proxy forms, please contact the Company’s registrar, CapitaAsset Services on 0371 664 0321. Calls are charged at the standard geographic rate and willvary by provider. Calls outside the United Kingdom will be charged at the applicableinternational rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Fridayexcluding public holidays in England and Wales. Please note that Capita Asset Servicescannot provide any financial, legal or tax advice and calls may be recorded and monitored forsecurity and training purposes.

Members who hold their shares in uncertificated form through CREST who wish to appoint aproxy or proxies through the CREST electronic proxy appointment service may do so by usingthe procedures described in the CREST Manual.

In order for a proxy appointment or instruction made using CREST to be valid, the appropriateCREST message must be properly authenticated in accordance with Euroclear’sspecifications, and must contain the information required for such instruction, as described inthe CREST Manual. The message, regardless of whether it constitutes the appointment of aproxy or is an amendment to the instruction given to a previously appointed proxy, must, inorder to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by11.00 a.m. (London time) on 7 June 2017 (or if the Court Meeting is adjourned, 48 hours(excluding non-working days) before the time fixed for the adjourned Court Meeting). For thispurpose, the time of receipt will be taken to be the time (as determined by the time stampapplied to the message by the CREST Applications Host) from which the issuer’s agent is ableto retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Forms of Proxy may alternatively be submitted electronically by logging on to the followingwebsite www.exovagroup-shares.com and following the instructions there. For an electronicproxy appointment to be valid, the appointment must be received by Capita Asset Services nolater than 11.00 a.m. (London time) on 7 June 2017 (or if the Court Meeting is adjourned,48 hours (excluding non-working days) before the time fixed for the adjourned CourtMeeting).

Completion and return of a Form of Proxy, or the appointment of a proxy electronicallyusing CREST (or any other procedure described on pages 37 and 39 of the document ofwhich this Notice forms part), will not prevent a holder of Scheme Shares fromattending, speaking and voting in person at the Court Meeting, or any adjournmentthereof, if such Shareholder wishes and is entitled to do so.

Voting Record Time

Entitlement to attend, speak and vote at the Court Meeting or any adjournment thereof and thenumber of votes which may be cast at the Court Meeting, will be determined by reference tothe register of members of the Company at 6.00 p.m. (London time) on 7 June 2017 or, if theCourt Meeting is adjourned, 6.00 p.m. (London time) on the date which is two days(excluding non-working days) before the date fixed for the adjourned meeting. Changes to theregister of members after the relevant time shall be disregarded in determining the rights ofany person to attend, speak and vote at the Court Meeting.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote,whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other

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joint holder(s). For this purpose, seniority will be determined by the order in which the namesstand in the register of members of the Company in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation mayappoint one or more corporate representatives who may exercise on its behalf all its powers asa member, provided that if two or more corporate representatives purport to vote in respect ofthe same shares, if they purport to exercise the power in the same way as each other, thepower is treated as exercised in that way, and in other cases the power is treated as notexercised.

By the said Order, the Court has appointed Allister Gordon Langlands or, failing him, anyother director of the Company to act as Chair of the Court Meeting and has directed the Chairto report the result thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 12 May 2017Freshfields Bruckhaus Deringer LLP

65 Fleet StreetLondon EC4Y 1HS

Solicitors for the Company

Nominated Persons

Any person to whom this Notice is sent who is a person nominated under Section 146 of theCompanies Act 2006 to enjoy information rights (a “Nominated Person”) does not, in thatcapacity, have a right to appoint a proxy, such right only being exercisable by shareholders ofthe Company. However, Nominated Persons may, under agreement with the shareholder whonominated them, have a right to be appointed (or to have someone else appointed) as a proxyfor the Court Meeting.

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Part XNOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING OF EXOVA GROUP PLC

NOTICE IS HEREBY GIVEN that a General Meeting of Exova Group plc (the “Company”)will be held at Freshfields Bruckhaus Deringer LLP, 26-28 Tudor Street, London EC4Y 0BQon 9 June 2017 at 11.15 a.m. (London time) (or as soon thereafter as the Court Meeting (asdefined in the document of which this notice forms part) shall have been concluded oradjourned) for the purpose of considering and, if thought fit, passing the following resolutionwhich shall be proposed as a special resolution:

SPECIAL RESOLUTION

THAT:

(a) for the purpose of giving effect to the scheme of arrangement dated 12 May 2017between the Company and the holders of the Scheme Shares (as defined in the saidscheme), a print of which has been produced to this meeting and for the purpose ofidentification signed by the Chair hereof, in its original form or subject to anymodification, addition or condition agreed between the Company and Element Bidco andapproved or imposed by the Court (the “Scheme”), the directors of the Company beauthorised to take all such action as they may consider necessary or appropriate forcarrying the Scheme into effect;

(b) with effect from the passing of this resolution, the articles of association of the Companybe amended by the adoption and inclusion of the following new article 222:

“222 SCHEME OF ARRANGEMENT

(a) For the purposes of this Article 222:

• “Exova Scheme” means the scheme of arrangement dated 12 May 2017 underPart 26 of the 2006 Act between the Company and the Scheme Shareholders(as defined in the Exova Scheme), in its original form or with or subject to anymodification, addition or condition approved or imposed by the High Court ofJustice of England and Wales; and

• “Element Bidco” means Greenrock Bidco Limited, a company incorporated inEngland and Wales (company number 10702697) whose registered office is at5 Fleet Place, London, EC4M 7RD.

(b) Notwithstanding any other provision of these articles, if the Company issues anyshares (other than to Element Bidco, any subsidiary of Element Bidco or anynominee(s) of Element Bidco) after the adoption of this article and at or prior to theScheme Record Time (as defined in the Exova Scheme), such shares shall be issuedsubject to the terms of the Exova Scheme and the holders of such shares shall bebound by the Exova Scheme accordingly.

(c) Notwithstanding any other provision of these articles, subject to the Exova Schemebecoming effective, any shares issued, or transferred pursuant to article 222(d)below, to any person (other than to Element Bidco, any subsidiary of Element Bidcoor any nominee(s) of Element Bidco) after the Scheme Record Time (a “NewMember”) (each a “Post-Scheme Share”) shall be issued on terms that they shallon the Effective Date (as defined in the Exova Scheme) or, if later, on issue (butsubject to the terms of articles 222(d) and 222(e) below), be immediately transferred

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to Element Bidco (or as it may direct) (the “Purchaser”), which shall be obliged toacquire each Post-Scheme Share in consideration for cash to which a New Memberwould have been entitled had such Post-Scheme Share been a Scheme Share,excluding the Agreed Dividend (as defined in the Exova Scheme).

(d) Any New Member (other than, for the avoidance of doubt, a person who becomes aNew Member by virtue of a transfer pursuant to this article 222(d)) may, prior to theissue of Post-Scheme Shares to him or her pursuant to the exercise of an option orsatisfaction of an award under one of the Exova Share Schemes, give not less thantwo business days’ written notice to the Company in such manner as the board shallprescribe of his or her intention to transfer some or all of such Post-Scheme Sharesto his or her spouse or civil partner and may, if such notice has been validly given,on such Post-Scheme Shares being issued to him or her, immediately transfer to hisor her spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares will then be immediately transferred by that spouse or civil partner(as applicable) to the Purchaser pursuant to article 222(c) above. If notice has beenvalidly given pursuant to this article 222(d) but the New Member does notimmediately transfer to his or her spouse or civil partner the Post-Scheme Shares inrespect of which notice was given, such shares will be transferred to the Purchaserand/or its nominee(s) pursuant to article 222(c) above.

(e) On any reorganisation of, or material alteration to, the share capital of the Company(including, without limitation, any subdivision and/or consolidation) carried outafter the Effective Date, the value of the consideration per Post-Scheme Share to bepaid under article 222(c) shall be adjusted by the Company in such manner as theauditors of the Company may determine to be appropriate to reflect suchreorganisation or alteration. References in this article to such shares shall, followingsuch adjustment, be construed accordingly.

(f) To give effect to any transfer of Post-Scheme Shares required pursuant to article222(d), the Company may appoint any person as attorney and/or agent for the NewMember to transfer the Post-Scheme Shares to the Purchaser and/or its nominees anddo all such other things and execute and deliver all such documents or deeds as may inthe opinion of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rightsattaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney oragent is so appointed, the New Member shall not thereafter (except to the extent thatthe attorney or agent fails to act in accordance with the directions of the Purchaser) beentitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed inwriting by the Purchaser. The attorney or agent shall be empowered to execute anddeliver as transferor a form of transfer or instructions of transfer on behalf of the NewMember (or any subsequent holder) in favour of the Purchaser and the Company maygive a good receipt for the consideration for the Post-Scheme Shares and may registerthe Purchaser as holder thereof and issue to it certificate(s) for the same. TheCompany shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. The Purchaser shall settle the consideration due to the New Memberpursuant to article 222(c) above by sending a cheque drawn on a UK clearing bank infavour of the New Member (or any subsequent holder) for the purchase price of suchPost-Scheme Shares within 14 days of the date on which the Post-Scheme Shares areissued to the New Member.

(g) If the Exova Scheme shall not have become effective by the applicable date referredto in (or otherwise set in accordance with) clause 5 of the Exova Scheme, thisarticle 222 shall cease to be of any effect.

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(h) Notwithstanding any other provision of these articles, both the Company and theboard shall refuse to register the transfer of any Scheme Shares effected between theScheme Record Time and the Effective Date.”

(c) subject to and conditional on the Scheme being effective, pursuant to section 97 of theCompanies Act 2006, the Company shall be re-registered as a private limited companywith the name “Exova Group Limited” with effect from the date approved by theRegistrar of Companies.

By order of the Board

Neil MacLennanCompany Secretary12 May 2017

Registered Office: 6 Coronet Way Centenary Park, Eccles, Salford, Manchester, M50 1RERegistered in England & Wales No. 08907086

Notes

Entitlement to attend and vote

1. The right to attend and vote at the meeting is determined by reference to the Company’sregister of members. Only a member entered in the register of members at the close ofbusiness on 7 June 2017 (or, if this meeting is adjourned, in the register of members notlater than the close of business on the date which is two working days before the time ofany adjourned meeting) is entitled to attend and vote at the meeting and a member mayvote in respect of the number of ordinary shares registered in the member’s name at thattime. Changes to the entries in the register of members after that time shall bedisregarded in determining the rights of any person to attend and vote at the meeting.

Proxies

2. Members are entitled to appoint a proxy to exercise all or any of their rights to attend andto speak and vote on their behalf at the meeting. A shareholder may appoint more thanone proxy in relation to the annual general meeting provided that each proxy is appointedto exercise the rights attached to a different share or shares held by that shareholder. Aproxy need not be a shareholder of the Company. A proxy form which may be used tomake such appointment and give proxy instructions accompanies this Notice. If you donot have a proxy form and believe that you should have one, or if you require additionalforms, please contact the Company’s Registrar, Capita Asset Services on 0371 664 0321.Calls are charged at the standard geographic rate and will vary by provider. Calls outsidethe United Kingdom will be charged at the applicable international rate. The helpline isopen between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays inEngland and Wales. Please note that Capita Asset Services cannot provide any financial,legal or tax advice and calls may be recorded and monitored for security and trainingpurposes. A shareholder may only appoint a proxy or proxies by:

• completing and returning the proxy form enclosed in this pack;

• going to https://www.exovagroup-shares.com/forms/Home.aspx and following theinstructions provided; or

• if you are a user of the CREST system (including CREST Personal Members),having an appropriate CREST message transmitted.

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IMPORTANT: In any case your proxy form must be received by the Company’sRegistrar no later than 11.15 a.m. on 7 June 2017.

CREST members who wish to appoint a proxy or proxies through the CREST electronicproxy appointment service may do so for the General Meeting and any adjournment(s) ofthe General Meeting by using the procedures described in the CREST manual. CRESTpersonal members or other CREST sponsored members and those CREST members whohave appointed a voting service provider(s) should refer to their CREST sponsor orvoting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to bevalid, the appropriate CREST message (a “CREST Proxy Instruction”) must beproperly authenticated in accordance with Euroclear UK and Ireland Limited’sspecifications and must contain the information required for such instructions, asdescribed in the CREST manual. The message, regardless of whether it constitutes theappointment of a proxy or an amendment to the instruction given to a previouslyappointed proxy must, in order to be valid, be transmitted so as to be received by theCompany’s agent (ID RA10) by the latest time(s) for receipt of proxy appointmentsspecified in the Notice of meeting. For this purpose, the time of receipt will be taken tobe the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which the Company’s agent is able to retrieve the message byenquiry to CREST in the manner prescribed by CREST. After this time any change ofinstructions to proxies appointed through CREST should be communicated to theappointee through other means.

CREST members and, where applicable, their CREST sponsors or voting serviceprovider(s) should note that Euroclear UK and Ireland Limited does not make availablespecial procedures in CREST for any particular messages. Normal system timing andlimitations will therefore apply in relation to the input of CREST Proxy instructions. It isthe responsibility of the CREST member concerned to take (or, if the CREST member isa personal CREST member or sponsored member or has appointed a voting serviceprovider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) suchaction as shall be necessary to ensure that a message is transmitted by means of theCREST system by sections of the CREST manual concerning practical limitations of theCREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances setout in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 of theUnited Kingdom.

Further details of the appointment of proxies are given in the notes to the proxy formenclosed with this pack.

Appointing proxies by electronic means

3. You may submit your proxy electronically using the Shareportal Service athttps://www.exovagroup-shares.com/forms/Home.aspx. You will be asked to enter yourInvestor Code (IVC) and agree to certain terms and conditions. On submission of yourvote you will be issued with a reference number. For an electronic proxy appointment tobe valid, it must be received by the Registrar no later than 11.15 a.m. on 7 June 2017. Ifnot already registered for the share portal you will need your investor code. If you cannotlocate your investor code, please contact Capita Asset Services on 0371 664 0321. Callsare charged at the standard geographic rate and will vary by provider. Calls outside theUnited Kingdom will be charged at the applicable international rate. The helpline is open

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between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in Englandand Wales. Please note that Capita Asset Services cannot provide any financial, legal ortax advice and calls may be recorded and monitored for security and training purposes.

Corporate representatives

4. Any corporation which is a member can appoint one or more corporate representativeswho may exercise on its behalf all of its powers, provided that if two or morerepresentatives purport to vote in respect of the same shares:

• if they purport to exercise the power in the same way as each other, the power istreated as exercised in that way; and

• in other cases, the power is treated as not exercised.

Nominated persons

5. Any person to whom this Notice is sent who is a person nominated under section 146 ofthe Companies Act to enjoy information rights (a “Nominated Person”) may, under anagreement between him/her and the shareholder by whom he/she was nominated, have aright to be appointed (or to have someone else appointed) as a proxy for the annualgeneral meeting. If a Nominated Person has no such proxy appointment right or does notwish to exercise it, he/she may, under any such agreement, have a right to giveinstructions to the shareholder as to the exercise of voting rights.

6. The statement of the rights of shareholders in relation to the appointment of proxies inNote 2 above does not apply to Nominated Persons. The rights described in that Note canonly be exercised by shareholders of the Company.

Issued share capital and total voting rights

7. As at 10 May 2017 (being the last practicable date prior to the publication of this Notice)the Company’s issued share capital consisted of 250,490,374 ordinary shares, carryingone vote each. Therefore, the total voting rights in the Company as at 10 May 2017 are250,490,374.

Members’ rights to ask questions

8. Any member attending the General Meeting has the right to ask questions. The Companymust cause to be answered any such question relating to the business being dealt with atthe meeting but no such answer need be given if:

• to do so would interfere unduly with the preparation for the General Meeting orinvolve the disclosure of confidential information;

• the answer has already been given on a website in the form of an answer to aquestion; or

• it is undesirable in the interests of the Company or the good order of the GeneralMeeting that the question be answered.

Website

9. A copy of this Notice, and other information required by section 311A of the Act, can befound at http://www.exova.com.

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Voting results

10. The results of the voting at the general meeting will be announced through a RegulatoryInformation Service and will appear on our website http://www.exova.com on 12 June2017.

Other

11. You may not use any electronic address provided in this Notice to communicate with theCompany for any purposes other than those expressly stated.

12. The doors will open at 10.45 a.m. and you may wish to arrive by that time to enable youto take your seat in good time.

13. If you have any special needs or require wheelchair access to the General Meeting venue,please contact the Investor Relations Department at [email protected] inadvance of the meeting.

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Part XIPROFIT FORECAST STATEMENT

On 28 February 2017, Exova announced its results for the year ended 31 December 2016. Aspart of that announcement the following statement (the “Statement”) regarding the outlookfor Exova was made:

“The Board expects modest organic revenue growth at constant currency in 2017. This will bedriven by Exova’s diversified exposure and good growth in most sectors, moderated bycontinuing pressure in oil & gas, and a lower point in the project cycle of our engines testingbusiness. Organic growth is expected to be weighted towards the second-half, partly as a resultof more favourable like-for-like comparisons. Our acquisitions programme should continue tocontribute to overall revenue growth. We expect that recent actions we have taken to reducecost will offset general pressure on group margins in the current financial year.”

The Statement is again confirmed in paragraph 8 of Part I of this document.

The Statement was originally published before commencement of the offer period triggered bythe announcement by Exova on 26 March 2017 of discussions with possible offerors whichcould lead to an offer being made for the entire issued and to be issued share capital of Exova,and was repeated and confirmed in the announcement by Element and Exova of arecommended cash acquisition of Exova by Element on 19 April 2017. Accordingly, therequirements of Rule 28.1(c)(i) of the City Code apply in relation to the Statement.

The Exova Directors confirm that the Statement remains valid and confirm that the Statementhas been properly compiled on the basis of the assumptions stated below and that the basis ofaccounting used is consistent with Exova’s accounting policies.

Assumptions

The Statement was prepared on the basis of the following assumptions, any of which couldturn out to be incorrect and therefore affect the validity of the Statement:

Factors within the influence and control of the Exova Directors

• There is no material change in the operational strategy of Exova from the date of thisdocument.

• There will be no acquisitions or disposals beyond Exova’s existing acquisition strategywhich will have a material impact on Exova’s results.

• There are no material strategic investments over and above those currently planned.

Factors outside the influence or control of the Exova Directors

• There will be no material macroeconomic change in the principal markets and regions inwhich Exova operates.

• There will be no material adverse events which will have a significant impact on Exova’sfinancial results.

• There will be no changes in interest rates, bases of taxation, regulatory environment orlegislation that have a material impact on Exova, including in relation to operations oraccounting policies.

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• There will be no material changes in customer demand or the competitive environment inwhich Exova operates.

• There will be no material changes in the competitive environment for acquisitions withinthe Testing, Inspection and Certification sector that will impact Exova’s ability tocontinue with it existing acquisition strategy.

• There will be no business disruptions that materially affect Exova or its key customers.

• There will be no significant and sustained weakening or strengthening of the poundsterling against the currencies of the major territories in which the Exova operates.

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