Form Of Election For Loan Note Alternative (Page 4 of 4) in pdf

Page 4

NOTES REGARDING THE COMPLETION AND LODGING OF THIS FORM OF ELECTION

In order to be valid, this Form of Election must (except as described below) be signed personally by the registered Scheme Shareholder

or by all the joint registered Scheme Shareholders.

If you hold Scheme Shares in uncertificated form (i.e. in CREST) and wish to elect for the Loan Note Alternative

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 a registered Scheme Shareholder is away from home (e.g. abroad or on holiday)

Send this Form of Election by the quickest means (e.g. airmail) to the Scheme Shareholder for execution (but not into a Restricted

Jurisdiction or any other jurisdiction if to do so would constitute a violation of the relevant laws of that jurisdiction) or, if he/she has

executed a power of attorney, have this Form of Election signed by the attorney. In the latter case, you should follow the instructions

in note (5) below.

If the sole registered Scheme Shareholder has died

If probate or letters of administration has/have been registered with Hydro, this Form of Election must be signed by the personal

representative(s) of the deceased and returned to Capita Asset Services at the address below. If probate or letters of administration

has/have not been registered with Hydro the personal representative(s) should sign this Form of Election and forward it to Capita

Asset Services together with evidence of that personal representative’s authority to sign, namely the sealed office copy grant of

probate 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). However, once obtained, the grant of probate or letters of administration must be lodged

before the consideration due under the Scheme can be forwarded to the personal representative.

If one of the registered Scheme Shareholders in a joint account has died

The surviving registered Scheme Shareholder(s) should complete this Form of Election and return it to Capita Asset Services

accompanied by a copy of the death certificate and the relevant probate or letters of administration of the deceased Scheme

Shareholder.

If this Form of Election is signed under a power of attorney

The completed Form of Election should be returned to Capita Asset Services accompanied by the original power of attorney (or

a duly certified copy, as provided in the Powers of Attorney Act 1971) 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). The power of attorney will be

noted and returned. No other signatures will be accepted.

If the registered Scheme Shareholder does not return this Form of Election

If the registered Scheme Shareholder does not return this Form of Election to Capita Asset Services 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),

or does not make or is not deemed to have made a valid election using this Form of Election, they will receive the Cash

Consideration only.

Form and validity of Forms of Election

Hydro and Hanover Bidco will determine all questions as to form and validity, including the timing of receipt, of any Forms of

Election in their absolute discretion and may, if they so determine, accept a Form of Election which is received after the relevant

time or which is not valid and complete in all respects. Neither Hydro nor Hanover Bidco or any other person will be under any duty

to give notice of any defect or irregularity in any Form of Election or incur any liability for failure to give any such notification.

Overseas Shareholders

The attention of Overseas Shareholders is drawn to paragraph 15 of Part 2 (Explanatory Statement) of the Scheme Document.

Overseas Shareholders should consult their professional adviser to ascertain whether the Scheme will be subject to any restrictions

or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdictions

in which they are resident. The Loan Note Alternative will not be available to Restricted Scheme Shareholders. In addition,

the release, publication and distribution of this Form of Election or the Scheme Document in or into jurisdictions other

than the United Kingdom may be restricted by law. Persons into whose possession this Form of Election or the Scheme

Document comes should inform themselves about and observe any legal requirements applicable to their relevant

jurisdiction.

General

If a Scheme Shareholder who has returned a Loan Note Form of Election and subsequently wishes to withdraw or amend

such election must notify Capita Asset Services in writing by no later than 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 withdraw an election may be extended). Such

notice must contain an original signature and clearly specify whether the election is to be withdrawn or amended as set

out in paragraph 18 of Part 2 (Explanatory Statement). Any notices of this nature should be sent to Capita Asset Services

at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

DO NOT RETURN THIS FORM IF YOU DO NOT WISH TO MAKE AN ELECTION UNDER THE LOAN NOTE ALTERNATIVE

Linkway Financial Printers – 16660b (green)

Form Of Election For Loan Note Alternative Page 4

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