Form Of Election For Loan Note Alternative

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek
your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial
Services and Markets Act 2000 if you are in the United Kingdom, or other appropriately authorised independent financial adviser if you are in a territory outside the United
Kingdom. This document should be read in conjunction with the scheme document dated 14 July 2016 (the “Scheme Document”) which accompanies this Form of Election.
Unless the context otherwise requires, the definitions in the Scheme Document also apply to this Form of Election. Please read carefully the terms of the Scheme, as set out
in the Scheme Document, which are incorporated in, and form part of, this Form of Election. The conditions to the implementation of the Acquisition, as set out in Part 4 of the
Scheme Document, are deemed to be incorporated herein.
If you sell or have sold or otherwise transferred all your Hydro Shares, please forward this document together with any accompanying documents (but not any personalised
accompanying documents including the Forms of Proxy or the reply paid envelopes) as soon as possible 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, such documents should not be forwarded or transmitted in or into
any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred part only of your holding of Hydro Shares,
please retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.
The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons
into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such jurisdiction.
Neither this document nor any of the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
The ability of Scheme Shareholders to participate in the Loan Note Alternative may be restricted by the laws of the jurisdiction in which such shareholders are located. Restricted
Scheme Shareholders shall not be entitled to make any Loan Note Election. If you are in any doubt as to your eligibility to make a Loan Note Election you should seek your own
personal financial advice immediately. Restricted Scheme Shareholders should read paragraph 15 of Part 2 (Explanatory Statement) of the Scheme Document.
FORM OF ELECTION FOR LOAN NOTE ALTERNATIVE
in respect of Recommended Acquisition
of
Hydro International plc
by
Ely Acquisition Limited
(an investment vehicle ultimately owned by Hanover Active Equity Fund LP)
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
ACTION TO BE TAKEN
Before completing this Form of Election, please read carefully the paragraph headed “Action to be Taken” on pages 9 to 12 of the Scheme Document together with Part 5
(Summary of the Loan Notes) and Part 6 (How to Make a Loan Note Election) of the Scheme Document.
If you wish to receive cash for all the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election under the Loan Note Alternative,
do not return the Loan Note Form of Election.
If you hold Scheme Shares in uncertificated form you should not complete a Form of Election. If you wish to receive Loan Notes in respect of your Scheme Shares,
you should refer to the instructions for sending TTE Instructions via CREST contained at paragraph 1.2 of Part 6 (How to Make a Loan Note Election) of the
Scheme Document.
If you hold your Scheme Shares in certificated form (i.e. you do not hold your Scheme Shares in CREST) and wish to receive Loan Notes rather than cash in respect of some
or all of your Scheme Shares, this Form of Election must be completed in accordance with the instructions set out below. If you hold your Scheme Shares in CREST and wish
to make an election to receive Loan Notes in respect of your Scheme Shares please refer to paragraph 1.2 of Part 6 (How to Make a Loan Note Election) of the Scheme
Document for the procedure on sending a TTE Instruction via CREST . If you wish to elect to receive Loan Notes and you are in any doubt as to whether you are eligible to
make an election under this Form of Election because you are an Overseas Shareholder, you should complete this Form of Election anyway in accordance with the instructions
set out below.
If you hold Scheme Shares in both uncertificated and certificated form (that is, both in CREST and not in CREST) and you wish to make an election for Loan Notes, you must
complete a Form of Election for those Scheme Shares held in certificated form and complete a TTE Instruction via CREST in respect of those Scheme Shares held in
uncertificated form. Similarly, you should complete separate Forms of Election for Scheme Shares held in certificated form but under different designations. You can obtain
further Forms of Election by contacting Capita Asset Services.
To make a Loan Note Election in respect of Scheme Shares in certificated form, please:
read the instructions set out on pages 2 and 4 of this Form of Election;
complete and sign page 3 of this Form of Election; and
return this original Form of Election to Capita Asset Services, Corporate Actions at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. A reply-paid envelope,
for use in the UK only, has been provided for your convenience.
Completed and valid Forms of Election must be received by 11.00 a.m. on the Business Day prior to the date of the Court Hearing, (or such later time (if any) to which the
right to make an election may be extended).
In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated and the vote of the senior who tenders
a vote will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the
register of members in respect of the Scheme Shares.
Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should
consult your professional adviser in the relevant territory. Hydro and Hanover Bidco reserve the right at their sole discretion to determine that any Scheme Shareholder
electing for the Loan Note Alternative is a Restricted Scheme Shareholder and to refuse to issue Loan Notes to that Scheme Shareholder. In such event, the relevant Scheme
Shareholder shall only be entitled to receive Cash Consideration as set out in the Scheme Document. Neither Hydro nor Hanover Bidco will be liable to any Scheme Shareholder
for making any such determination.
If any Loan Note Form of Election, in the case of certificated shares, or TTE Instruction, in the case of uncertificated shares, to make an election under the Loan Note
Alternative is either received after 11.00 a.m. on the Business Day prior to the date of the Court Hearing (or such later time (if any) to which the right to make an election may
be extended) or is received before such time and date but is not valid or complete in all respects at such time and date, such election shall, for all purposes, be void and
the holder of Scheme Shares purporting to make such election shall not, for any purpose, be entitled to receive any variation of consideration under the Loan Note Alternative
and the relevant holder of Scheme Shares will, upon the Scheme becoming effective, only be entitled to receive the Cash Consideration due under the Scheme in respect
thereof.
Without prejudice to any other provision of this Loan Note Form of Election or Part 6 of the Scheme Document or otherwise, Hanover Bidco and Hydro reserve the right in
their absolute discretion to treat as valid in whole or in part any election for the Loan Note Alternative which is not entirely in order.
DO NOT DETACH ANY PART OF THIS FORM OF ELECTION

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