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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the contents of this document and what action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are
taking advice in the United Kingdom or, if you are taking advice in another jurisdiction, from an appropriately
authorised independent financial adviser.
If you have sold or otherwise transferred all your ordinary shares in Petards Group plc, please send this document and
the accompanying Forms of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such
documents should not be forwarded, transmitted or distributed in or into the United States of America, Canada,
Australia, Japan, the Republic of Ireland or South Africa or any other jurisdiction if to do so would constitute a
violation of the laws of such jurisdiction. If you have sold or transferred only part of your holding in ordinary shares
in Petards Group plc you should retain this document.
Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that
trading in the New Ordinary Shares will commence on 1 July 2011.
Petards Group plc
(Incorporated in England and Wales under the Companies Act 1985
with registered number 2990100)
Capital Reorganisation
and
Notices of Annual General Meeting and General Meeting
Notices convening the Annual General Meeting and a General Meeting of the Company to be held at the offices of
Burges Salmon, Third Floor, Chancery Exchange, 10 Furnival Street, London EC4A 1AB on 30 June 2011 at, respectively,
11.00 a.m. and 11.15 a.m., or such later time as the Annual General Meeting convened for 11.00 a.m. has concluded
or been adjourned, are set out at the end of this document. Forms of Proxy for use at the meetings are enclosed, and
should be completed and returned to the Company’s Registrars, Capita Registrars, PXS, 34 Beckenham Road,
Beckenham BR3 4TU as soon as possible and, in any event, so as to arrive not later than 11.00 a.m. on 28 June 2011 in
the case of the Form of Proxy for the Annual General Meeting and 11.15 a.m. on 28 June 2011 in the case of the Form
of Proxy for the General Meeting.

CONTENTS
Page
Expected timetable of principal events 1
Definitions 2
Letter from the Chairman of Petards Group plc 3
Notice of Annual General Meeting 6
Notice of General Meeting 8
Expected timetable of principal events
Despatch of this document 4 June 2011
Latest time and date for receipt of proxy forms for AGM 11.00 a.m. on 28 June 2011
Latest time and date for receipt of proxy forms for GM 11.15 a.m. on 28 June 2011
Annual General Meeting 11.00 a.m. on 30 June 2011
General Meeting 11.15 a.m. on 30 June 2011
Record Date for the Capital Reorganisation 6.00 p.m. on 30 June 2011
Admission of New Ordinary Shares Friday, 1 July 2011
Capital reorganisation statistics
Number of Existing Ordinary Shares as at the date of the GM 636,710,000
Closing mid-market price as at 26 May 2011
Approximate market capitalisation as at 26 May 2011
Consolidation
0.40 pence
£2.55 million
1 New Consolidated Ordinary Share for
every 10,000 Existing Ordinary Shares
Number of New Consolidated Ordinary Shares 63,671
Subdivision of each New Consolidated Ordinary Share
100 New Ordinary Shares
and 9,900 Deferred Shares
Number of New Ordinary Shares 6,367,100
Theoretical mid-market price immediately following Capital Reorganisation
Theoretical market capitalisation immediately following Capital Reorganisation
40 pence
£2.55 million
1

DEFINITIONS
“Admission”
“AGM” or “Annual General Meeting”
“AIM”
“AIM Rules”
“Articles”
“Board” or “Directors”
“Capital Reorganisation”
“Circular”
“Company” or “Petards”
“Company’s Registrars”
“Consolidation”
“CREST”
“Deferred Shares”
“Existing Ordinary Shares”
“Form(s) of Proxy”
“GM” or “General Meeting”
the admission of the New Ordinary Shares in issue immediately following
the Capital Reorganisation to trading on AIM becoming effective in
accordance with the AIM Rules
the annual general meeting of the Company convened for 11.00 a.m. on
30 June 2011, notice of which is set out at the end of this Circular
the market of that name operated by the London Stock Exchange plc
the AIM rules for companies published by the London Stock Exchange plc
from time to time
the articles of association of the Company
the directors of the Company whose names are set out on page 3 of
this Circular
the proposed Consolidation and subsequent Sub-division
this document
Petards Group plc
Capita Registrars Limited
the proposed consolidation of every ten thousand Existing Ordinary Shares
into one New Consolidated Ordinary Share
the electronic settlement system operated by Euroclear UK and
Ireland Limited
the deferred shares of 1p each in the capital of Petards resulting from
the Sub-division
the 636,710,000 ordinary shares of 1p each in the capital of Petards in issue
at the date of this document
the forms of proxy accompanying this document for use in connection with
the AGM and GM, as appropriate
the General Meeting of the Company convened for 11.15 a.m. (or such later
time as the AGM convened for 11.00 a.m. has concluded or been adjourned)
on 30 June 2011, notice of which is set out at the end of this document
“New Consolidated Ordinary Shares” the new ordinary shares of £100 each in the capital of Petards resulting from
the Consolidation
“New Ordinary Shares”
“Resolution”
“Shareholders”
“Sub-division”
the new ordinary shares of 1p each in the capital of Petards resulting from
the Sub-division
the resolution before Shareholders as set out in the notice of GM
holders of the Existing Ordinary Shares
the proposed sub-division of each New Consolidated Ordinary Share into
100 New Ordinary Shares and 9,900 Deferred Shares
2

LETTER FROM THE CHAIRMAN OF PETARDS GROUP PLC
(Registered in England and Wales with number 2990100)
Directors
Tim Wightman (Chairman)
Bill Conn
Andy Wonnacott
Osman Abdullah
Terry Connolly
Registered Office
390 Princesway
Team Valley
Gateshead
Tyne and Wear
NE11 0TU
4 June 2011
Dear Shareholder
Capital Reorganisation, Notice of Annual General Meeting and Notice of General Meeting
1 Introduction
I last wrote to Shareholders on 19 May 2010 concerning a proposed capital reorganisation which was put to
Shareholders at a General Meeting on 24 June 2010. While the majority of Shareholders voted in favour of that
reorganisation, Water Hall Group plc, who at the date of this document holds 29.99% of the Company’s share capital,
voted against the proposal at that time explaining that it wished to better understand the ambitions of the Board
before giving its support to a capital reorganisation.
I am pleased to say that Water Hall Group plc has now indicated its support for the Capital Reorganisation in
substantially the form previously proposed and therefore I am writing to provide details and seek approval for the
Capital Reorganisation and to explain the background to and reasons for the Capital Reorganisation.
2 Background to and reasons for the Capital Reorganisation
The Company’s share price has been below the nominal value of its Existing Ordinary Shares for some time.
Company law prohibits companies from issuing new shares at less than the nominal value, therefore at present the
Company is restricted as to how it can use its shares: for example, it would currently be unable to raise new share
capital from investors.
At close of business on 26 May 2011, the latest practical date prior to publication of this Circular, the Company
had 14,132 Shareholders of which 13,502 had shareholdings of less than 10,000 shares. These 13,502 Shareholders
account for 95 per cent. of the Shareholders by number, but represent 1.6 per cent. of the total number of Existing
Ordinary Shares.
At the closing bid price of 0.35 pence on 26 May 2011, the latest practical date prior to the publication of this Circular,
the market value of 10,000 shares would be £35. The Directors consider that should a shareholder with 10,000 shares
or less choose to sell their shares, the proceeds will be significantly reduced or even completely eliminated by the
dealing costs of selling. Therefore the Directors recognise that for small Shareholders it is uneconomic for them to
dispose of their shares. The Capital Reorganisation will allow small Shareholders to realise value for their shares free
of dealing costs.
Another benefit of the Capital Reorganisation is that it will allow the Company to reduce certain costs associated
with maintaining a large shareholder register in particular printing, postage and registrars’ costs.
For the reasons set out above, the Directors are proposing to reorganise the Company’s share capital on the terms set
out below.
3 Capital Reorganisation
Under the Capital Reorganisation, the Existing Ordinary Shares will be consolidated into New Consolidated Ordinary
Shares on the basis of one New Consolidated Ordinary Share for each 10,000 Existing Ordinary Shares. Each New
Consolidated Ordinary Share will then be sub-divided into 100 New Ordinary Shares and 9,900 Deferred Shares.
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Any fractions arising as a result of the Consolidation will be aggregated and, following the Sub-division, the
Directors will, in accordance with the Articles sell the aggregated shares in the market for the benefit of the
relevant Shareholders.
The proceeds from the sale of the fractional entitlements shall be distributed pro rata amongst the relevant
Shareholders save that where a Shareholder is entitled to an amount which is less than £3 it will (in accordance with
the Articles) not be distributed to such Shareholder but will be retained by the Company for its benefit.
One consequence of the Capital Reorganisation is that Shareholders holding less than 10,000 Existing
Ordinary Shares will receive no New Ordinary Shares.
Shareholders holding 10,000 Existing Ordinary Shares will receive 100 New Ordinary Share and 9,900 Deferred Shares.
The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.
The Deferred Shares will have no voting rights and will not carry any entitlement to attend general meetings of the
Company. They will carry only the right to participate in any return of capital to the extent of the amount paid up or
credited as paid up on each Deferred Share but only after the holder of each New Ordinary Share has received in
aggregate capital repayments totalling £10,000,000 per New Ordinary Share.
Accordingly, the Deferred Shares will, for all practical purposes, be valueless and it is the Board’s intention, at an
appropriate time, to cancel the Deferred Shares.
Existing share certificates will cease to be valid following the Capital Reorganisation. New share certificates in respect
of the New Ordinary Shares will be issued by 8 July 2011. No certificates will be issued in respect of the Deferred
Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No
application will be made for the Deferred Shares to be admitted to trading on AIM or any other investment exchange.
A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following their
Admission, which is expected to be on 1 July 2011.
The notice of GM set out at the end of this document contains a resolution to give effect to the proposed Capital
Reorganisation. The Capital Reorganisation is conditional upon the approval of the Shareholders at the GM as
required by the Companies Act 2006 and the Articles.
4 Annual General Meeting
The Annual General Meeting has been convened for 11.00 a.m. on Thursday 30 June 2011 at the offices of Burges
Salmon, Third Floor, Chancery Exchange, 10 Furnival Street, London EC4A 1AB to receive the audited accounts for the
year ended 31 December 2010, to re-elect Terry Connolly as director, to elect Osman Abdullah as director, to
re-appoint KPMG Audit Plc as auditors and to authorise the Directors to fix their remuneration. The notice convening
the AGM is set out at the end of this Circular.
5 General Meeting
You will find set out at the end of this Circular a notice convening the GM to be held at the offices of Burges Salmon,
Third Floor, Chancery Exchange, 10 Furnival Street, London EC4A 1AB at 11.15 a.m. (or such later time as the
AGM convened for 11.00 a.m. has concluded or been adjourned) on 30 June 2011, at which the following resolution
will be proposed:
That:
(a) each of the Existing Ordinary Shares be consolidated into New Consolidated Ordinary Shares of £100 each on the
basis that every 10,000 Existing Ordinary Shares will be consolidated into one New Consolidated Ordinary Share.
The treatment of any fractions arising as a result of the Consolidation is explained in paragraph 3 above;
(b) the New Consolidated Ordinary Shares of £100 each be subdivided into 100 New Ordinary Shares of 1p and
9,900 Deferred Shares of 1p each; and
(c) the Articles be amended to reflect the rights and restrictions attaching to the Deferred Shares (as set out in
paragraph (c) of the Resolution).
4

6 Action to be taken
Forms of proxy for use at the AGM and GM are enclosed with this Circular. Whether or not you intend to be present
at the AGM and/or GM, you are requested to complete the Forms of Proxy and return them to the Company’s
Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham BR3 4TU as soon as possible and, in any
event, so as to arrive not later than 11.00 a.m. on 28 June 2011 in the case of the Form of Proxy for use at the
AGM and 11.15 a.m. on 28 June 2011 in the case of the Form of Proxy for use at the GM. Alternatively, CREST
members who wish to appoint a proxy or proxies via CREST may do so in accordance with the procedures set out in
the notices of AGM and GM and the Forms of Proxy.
The return of the Forms of Proxy or appointment of a proxy via CREST will not prevent you from attending the AGM
and GM and voting in person should you so wish.
7 Recommendation
The Board believes that all of the resolutions to be considered at the AGM and the Capital Reorganisation are
in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of all of the AGM resolutions and the GM Resolution, as they
intend to do in respect of their own shareholdings which, at the date of this document amount to 13,363,940
Existing Ordinary Shares in aggregate, representing 2.1% of the Existing Ordinary Shares.
Water Hall Group plc, the Company’s major shareholder whose shareholding at the date of this document is
191,011,269 Existing Ordinary Shares representing 29.99% of the Existing Ordinary Shares also intends to
vote in favour of all of the AGM Resolutions and the GM Resolution and has given the Company an irrevocable
undertaking to that effect.
Yours faithfully
Tim Wightman
Chairman
5

PETARDS GROUP PLC
(the “Company”)
(Registered in England and Wales No. 2990100)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting of Petards Group plc will be held at the offices of Burges
Salmon, Third Floor, Chancery Exchange, 10 Furnival Street, London EC4A 1AB on 30 June 2011 at 11.00 a.m. for the
purpose of considering and, if thought fit, passing the following resolutions to be proposed as Ordinary Resolutions.
Ordinary Business
1. To receive and consider the audited accounts of the Company for the year ended 31 December 2010 together
with the directors’ report and the auditors’ report.
2. To re-elect Terry Connolly as a director.
3. To elect Osman Abdullah as a director.
4. To re-appoint KPMG Audit Plc as auditors to hold office from the conclusion of the meeting until the conclusion
of the next general meeting at which the accounts are laid before the Company.
5. To authorise the directors to fix the auditors’ remuneration.
4 June 2011
Registered Office:
390 Princesway
Team Valley
Gateshead
Tyne and Wear
NE11 0TU
Company Number: 2990100
BY ORDER OF THE BOARD
Andy Wonnacott
Company Secretary
6

NOTES:
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the
meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise
the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
2. A Form of Proxy is enclosed for use at the AGM. Please read carefully the instructions on how to complete the form. To be valid it must
be received by post or (during normal business hours only) by hand to the Company’s registrars (Capita Registrars, PXS, 34 Beckenham
Road, Beckenham BR3 4TU), no later than 48 hours before the time appointed for holding the meeting.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 6 below) will
not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
4. To be entitled to attend and vote at the meeting or any adjournment (and for the purpose of the determination by the Company of
the votes they may cast), shareholders must be registered in the Register of Members of the Company 48 hours (excluding nonworking
days) before the time appointed for holding the meeting or adjourned meeting. Changes to the Register of Members after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST
Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must
contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The
message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) 48 hours (excluding
non-working days) before the time appointed for holding the meeting or adjourned meeting. For this purpose, the time of receipt will
be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the
issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or,
if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or
voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to the same shares.
10. The service contracts or consultancy agreements of the executive directors and letters of appointment of the non-executive directors
are available for inspection at 390 Princesway, Team Valley, Gateshead, Tyne & Wear NE11 0TU during normal business hours (excluding
weekends and public holidays) from the date of this notice until the date of the AGM and, on the date of the AGM, at the place of the
AGM from at least 15 minutes prior to the AGM until the conclusion of the AGM.
7

PETARDS GROUP PLC
(the “Company”)
(Registered in England and Wales No. 2990100)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a General Meeting of Petards Group plc will be held at the offices of Burges Salmon,
Third Floor, Chancery Exchange, 10 Furnival Street, London EC4A 1AB on 30 June 2011 at 11.15 a.m. or such later time
as the annual general meeting convened for 11.00 a.m. on 30 June 2011 has concluded or been adjourned, for the
purpose of considering and, if thought fit, passing the following resolution, being proposed as a special resolution.
1. THAT:
SPECIAL RESOLUTION
(a)
(b)
(c)
every 10,000 existing ordinary shares of the Company whether issued or unissued be consolidated into one
new consolidated ordinary share of £100 each provided that where such consolidation results in any
entitlement to fractions of new ordinary shares, such fractions shall be dealt with by the directors of the
Company as they see fit pursuant to the powers under article 44 of the articles of association of the Company;
all of the new consolidated ordinary shares of £100 each in the capital of the Company created by paragraph
(a) of this Resolution be subdivided into 9,900 deferred shares of 1p each and 100 ordinary shares of 1p
each, such deferred shares having the rights and being subject to the restrictions as set out in paragraph
(c) below; and
article 3 of the existing articles of association of the Company shall be deleted and replaced with the
following new article 3 namely:
“3 SHARE CAPITAL
3.1 The ordinary shares shall rank pari passu together as one class.
3.2 The deferred shares, which save as otherwise provided below shall rank pari passu together as one class:
(a)
shall not be entitled to any dividends or to any other right or participation in the profits of
the Company;
(b) on any return of assets on liquidation, shall confer on the holders thereof an entitlement to receive
out of the assets of the Company available for distribution amongst the members (subject to the
rights of any new class of shares with preferred rights) the amount paid up or credited as paid up on
the deferred shares held by them respectively after (but only after) payment shall have been made
to the holders of the ordinary shares of the amounts paid up or credited as paid up on such shares
and the sum of £10,000,000 in respect of each ordinary share held by them respectively. The holders
of the deferred shares shall have no further right to participate in the assets of the Company;
(c) shall not be entitled to vote upon any resolution of the Company in general meetings and shall not
be entitled to receive notice of, attend any general meeting, or be part of the quorum thereof as the
holders of the deferred shares;
(d) any reduction of capital involving the cancellation of the deferred shares for no consideration shall
not be deemed to be a variation of the rights attaching to them nor a modification or abrogation of
the rights or privileges attaching to the deferred shares;
(e) the special rights conferred upon the holders of the deferred shares shall be deemed not to be
modified, varied or abrogated by the creation or issue of further shares ranking pari passu with or in
priority to the deferred shares;
8

(f ) notwithstanding any provisions of these Articles, the holders of the deferred shares shall not be
entitled to be issued with a share certificate;
(g) no transfer of any deferred shares shall be permitted save as permitted by Article 3.2(h) below; and
(h) the Company shall have irrevocable authority at any time to appoint any person to execute on
behalf of the holders of the deferred shares a transfer thereof and/or an agreement to transfer the
same (without making any payment to the holders thereof ) to such person or persons as the
Company may determine and/or to cancel the same without making any payment to the holders
thereof and/or acquire the same (in accordance with the provisions of the CA 2006) without making
any payment to or obtaining the sanction of the holders hereof.”
4 June 2011
BY ORDER OF THE BOARD
Andy Wonnacott
Company Secretary
Registered Office:
390 Princesway
Team Valley
Gateshead
Tyne and Wear
NE11 0TU
Company Number: 2990100
9

NOTES:
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the
meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise
the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
2. A Form of Proxy is enclosed for use at the GM. Please read carefully the instructions on how to complete the form. To be valid it must
be received by post or (during normal business hours only) by hand to the Company’s registrars (Capita Registrars, PXS, 34 Beckenham
Road, Beckenham BR3 4TU), no later than 48 hours before the time appointed for holding the meeting.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 6 below) will
not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
4. To be entitled to attend and vote at the meeting or any adjournment (and for the purpose of the determination by the Company of
the votes they may cast), shareholders must be registered in the Register of Members of the Company 48 hours (excluding nonworking
days) before the time appointed for holding the meeting or adjourned meeting. Changes to the Register of Members after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST
Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must
contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The
message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 48 hours (excluding
non-working days) before the time appointed for holding the meeting or adjourned meeting. For this purpose, the time of receipt will
be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the
issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or,
if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or
voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to the same shares.
10. A copy of the proposed new articles of association of the Company, and a copy of the existing articles of association marked to show
the changes being proposed in resolution 1 is available for inspection at 390 Princesway, Team Valley, Gateshead, Tyne & Wear
NE11 0TU during normal business hours (excluding weekends and public holidays) from the date of this notice until the conclusion
of the GM, and will also be available on the date of the GM, at the place of the GM from at least 15 minutes prior to the GM until the
conclusion of the GM.
10

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