THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENTCOMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006AND CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSIONOF THE PORTA SHARES TO TRADING ON AIM. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THISDOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENTFINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OROTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETSACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHERAPPROPRIATELY AUTHORISED FINANCIAL ADVISER.Porta Shareholders should read the whole of this document and the information incorporated by reference. In addition, thisdocument should be read in conjunction with the accompanying pink and white Forms of Proxy. Definitions in this documentare set out in Part IX of this document.

If you have sold or otherwise transferred all of your Porta Shares, please forward this document, together with theaccompanying Forms of Proxy and the reply-paid envelope as soon as possible to the buyer or transferee or to thestockbroker, bank manager or other agent through whom the sale or transfer was made for onward delivery to the buyer ortransferee. However, such documents should not be mailed, transmitted or distributed, in whole or in part, in, into or from anyjurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold orotherwise transferred only part of your holding of Porta Shares, you should retain these documents and consult thestockbroker, bank manager or other agent through whom the sale or transfer was effected.Application will be made for the New SEC Shares to be admitted to trading on AIM. It is expected that, subject to thesatisfaction of certain conditions, including the sanction of the Scheme by the Court, Admission will become effective and thattrading in the enlarged share capital of the Combined Group will commence at 8.00 a.m. on 4 September 2019.

Recommended All-Share Mergerof

SEC S.p.A.and

Porta Communications plcto be implemented by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006Circular to Porta Shareholders and Explanatory Statement

under section 897 of the Companies Act 2006and

Notice of Court Meeting and General Meeting

Your attention is drawn to the letter from the Chairman of Porta set out in Part I of this document, which containsthe unanimous recommendation of the Porta Independent Directors that you vote in favour of the Scheme at theCourt Meeting and in favour of the Resolutions (including the Scheme Resolution) to be proposed at the PortaGeneral Meeting. An Explanatory Statement from Grant Thornton UK LLP explaining the Scheme is set out in Part IIof this document.Notices of the Court Meeting and the Porta General Meeting, each of which will be held at the offices of OsborneClarke LLP, One London Wall, London EC2Y 5EB on 29 July 2019, are set out at the end of this document. TheCourt Meeting will start at 11.00 a.m. and the Porta General Meeting at 11.15 a.m. (or as soon thereafter as theCourt Meeting shall have been concluded or adjourned).The action to be taken in respect of the Meetings is set out on pages 6 to 8 (inclusive) and also in paragraph 22 ofPart II of this document. Porta Shareholders will find accompanying this document a pink Form of Proxy for use inconnection with the Court Meeting and a white Form of Proxy for use in connection with the Porta General Meeting.Whether or not you intend to attend the Meetings in person, please complete and sign each of the Forms of Proxyin accordance with the instructions printed thereon and return them to Porta’s receiving agent, Equiniti, as soon aspossible and, in any event, so as to be received by no later than 48 hours before the time appointed for therelevant Meeting. If the pink Form of Proxy for the Court Meeting is not returned by the above time, it may behanded to Equiniti, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of thepoll. However, in the case of the Porta General Meeting, unless the white Form of Proxy is returned by no later thanthe time mentioned in the instructions printed thereon, it will be invalid. The completion and return of a Form ofProxy will not prevent you from attending and voting in person at the Court Meeting or the Porta General Meetingor any adjournments thereof, if you so wish and are so entitled. Porta Shareholders who hold their Porta Shares incertificated form will also find accompanying this document a Corporate Nominee Election in relation to how theNew SEC Shares will be issued to them. The action to be taken in respect of the Corporate Nominee Election is setout on page 9 and also in paragraph 21.2 of Part II of this document. The last time for Equiniti to receive yourCorporate Nominee Election will be 6.00 p.m. (London time) on 1 September 2019.Grant Thornton UK LLP, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, isacting exclusively for Porta and no one else in connection with the Merger and will not be responsible to anyone other thanPorta for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to theMerger or any other matter or arrangement referred to in this document.Arden Partners plc, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is actingexclusively for SEC and no one else in connection with the Merger and will not be responsible to anyone other than SEC forproviding the protections afforded to clients of Arden nor for providing advice in relation to the Merger or any other matter orarrangement referred to in this document.

IMPORTANT NOTICE

This document has been prepared for the purposes of complying with English law, the Code, theRules of the London Stock Exchange and the AIM Rules and the information disclosed may not bethe same as that which would have been disclosed if this document had been prepared inaccordance with the laws and regulations of any jurisdiction outside England and Wales.

This document and the accompanying documents do not constitute an offer or form part of any offeror an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offerto purchase, subscribe for, sell or issue any securities pursuant to this document or otherwise inany jurisdiction in which such offer or solicitation is unlawful. This document does not comprise aprospectus or a prospectus equivalent document.

The statements contained herein are made as at the date of this document, unless some other timeis specified in relation to them, and service of this document shall not give rise to any implicationthat there has been no change in the facts set forth herein since such date.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This document, including certain information incorporated by reference, contains certain forward-looking statements with respect to the financial condition, results of operations and business ofPorta or the Porta Group and SEC or the SEC Group and certain plans and objectives of the PortaBoard and the SEC Board. These forward-looking statements can be identified by the fact that theydo not relate to historical or current facts. Forward looking statements often use words such as“anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”,“would”, “could” or other words of similar meaning. These statements are based on assumptionsand assessments made by the Porta Board and the SEC Board in the light of their experience andtheir perception of historical trends, current conditions, expected future developments and otherfactors they believe appropriate. By their nature, forward-looking statements involve risk anduncertainty and the factors described in the context of such forward-looking statements in thisdocument could cause actual results and developments to differ materially from those expressed inor implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptionsprove incorrect, actual results may vary materially from those described in this document. Except asrequired by the FCA, the London Stock Exchange, the AIM Rules, the Code or any other applicablelaw, Porta and SEC assume no obligation to update or correct the information contained in thisdocument.

INFORMATION FOR OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document in certain jurisdictions may be restricted bylaw. Persons who are not resident in the United Kingdom or who are subject to other jurisdictionsshould inform themselves of, and should observe, any applicable requirements. Any failure tocomply with these requirements may constitute a violation of the securities laws of any suchjurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved inthe Merger disclaim any responsibility or liability for the violation of such requirements by anyperson.

Unless otherwise determined by SEC or required by the Code, and permitted by applicable law andregulation, the offer pursuant to the Merger will not be made, directly or indirectly, in, into or from ajurisdiction where to do so would violate the laws in that jurisdiction and no person may vote infavour of the Merger by any such use, means, instrumentality or form within any jurisdiction if to doso would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this documentand all documents relating to the Merger are not being, and must not be, directly or indirectly,mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do sowould violate the laws in that jurisdiction, and persons receiving this document and all documentsrelating to the Merger (including custodians, nominees and trustees) must not mail or otherwisedistribute or send them in, into or from such jurisdictions where to do so would violate the laws inthat jurisdiction.

2

The availability of the New SEC Shares to Porta Shareholders who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselves of, and observe, anyapplicable requirements.

Notice to Hong Kong Porta Shareholders

WARNINGThe contents of this document have not been reviewed by any regulatory authority in Hong Kong.You are advised to exercise caution in relation to the offer. If you are in any doubt about any of thecontents of this document, you should obtain independent professional advice.

This document is not to be released, issued, copied, published or distributed, in whole or in part,directly or indirectly to any person in Hong Kong who is not a shareholder of Porta at the datehereof.

Notice to Australian Porta Shareholders

The Merger relates to the shares of a UK company and is to be made by means of a scheme ofarrangement provided for under English company law. The offer of SEC Shares under the Schemewill be made in Australia in reliance on the relief from the requirements of Chapter 6D of theCorporations Act 2001 (Cth) granted by ASIC Corporations (Compromises or Arrangements)Instrument 2015/358. Accordingly, this document is not a prospectus or other disclosure documentfor the purposes of Chapter 6D of the Corporations Act 2001 (Cth) and no such prospectus orother disclosure document will be provided to Australian investors in connection with the Merger.The Merger is subject to the disclosure requirements and practices applicable in the UK toschemes of arrangement, which may differ from the requirements of Australian schemes ofarrangement. However, if SEC exercises its right, in the circumstances provided for in thisdocument, to implement the Merger by way of an Offer, any offer of securities in connection withsuch Offer will only be made in Australia if an exemption or relief from the requirements to issue aprospectus or other disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) isavailable.

NO PROFIT FORECASTS OR ESTIMATES ORQUANTIFIED FINANCIAL BENEFITS STATEMENTS

No statement in this document is intended as a profit forecast or estimate for any period or aquantified financial benefit statement and no statement in this document should be interpreted tomean that earnings or earnings per share for SEC or Porta, as appropriate, for the current or futurefinancial years would necessarily match or exceed the historical published earnings or earnings pershare for SEC or Porta, as appropriate.

DISCLOSURE REQUIREMENTS OF THE CODE

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class ofrelevant securities of an offeree company or of any securities exchange offeror (being any offerorother than 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 of the offerperiod and, if later, following the announcement in which any securities exchange offeror is firstidentified. An Opening Position Disclosure must contain details of the person’s interests and shortpositions in, and rights to subscribe for, any relevant securities of each of (i) the offeree companyand (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whomRule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th businessday following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m.(London time) on the 10th business day following the announcement in which any securitiesexchange offeror is first identified. Relevant persons who deal in the relevant securities of theofferee company or of a securities exchange offeror prior to the deadline for making an OpeningPosition Disclosure 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. or moreof any class of relevant securities of the offeree company or of any securities exchange offeror must

3

make a Dealing Disclosure if the person deals in any relevant securities of the offeree company orof any securities exchange 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 securities exchange offeror, saveto the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosureby a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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, whether formal orinformal, to acquire or control an interest in relevant securities of an offeree company or a securitiesexchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror andDealing Disclosures must also be made by the offeree company, by any offeror and by any personsacting 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 Disclosure Tableon the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number ofrelevant securities in issue, when the offer period commenced and when any offeror was firstidentified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if youare in any doubt as to whether you are required to make an Opening Position Disclosure or aDealing Disclosure.

ELECTRONIC COMMUNICATIONS

Porta Shareholders should note that addresses, electronic addresses and certain other informationprovided by them, persons with information rights and other relevant persons for the receipt ofcommunications from Porta may be provided to SEC during the Offer Period as required undersection 4 of appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

PUBLICATION ON WEBSITES AND AVAILABILITY OF HARD COPIES

In accordance with Rule 26.1 of the Code, a copy of this document, the information incorporated byreference in this document, and the Forms of Proxy will be made available, subject to certainrestrictions relating to Restricted Overseas Shareholders, on the websites of Porta and SEC atwww.portacomms.com and www.secglobal.com/investors respectively in each case promptlyfollowing the publication of this document and in any event by no later than 12 noon on thebusiness day following the publication of this document until the end of the Offer Period (or, if later,the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is not incorporated intoand does not form part of this document.

Copies of this document, the information incorporated by reference in this document, and all futuredocuments, announcements and information required to be sent to persons in relation to the Mergermay be requested to be received by such persons in hard copy form by writing to Equiniti,Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UnitedKingdom or by calling Equiniti on telephone number 0371 384 2050 (from within the UK) or+44 (0)121 415 0259 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday(excluding English and Welsh public holidays). Calls to the Shareholder Helpline from outside theUnited Kingdom will be charged at applicable international rates. Different charges may apply tocalls made from mobile telephones and calls may be recorded and randomly monitored for securityand training purposes. The Shareholder Helpline cannot provide advice on the merits of the Mergernor give any financial, legal, tax or investment advice.

ROUNDING

Certain figures included in this document have been subjected to rounding adjustments. Accordingly,figures shown for the same category presented in different tables may vary slightly and figuresshown as totals in certain tables may not be an arithmetic aggregation of the figures that precedethem.

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TO VOTE ON THE MERGER

Whether or not you plan to attend the Meetings:

(i) Complete, sign and return the pink Form of Proxy for the use at the Court Meeting, so as tobe received by no later than 11.00 a.m. on 25 July 2019; and

(ii) Complete, sign and return the white Form of Proxy for use at the Porta General Meeting, soas to be received by no later than 11.15 a.m. on 25 July 2019.

If you require assistance, please telephone Equiniti on 0371 384 2050 (from within the UK)or +44 (0)121 415 0259 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday toFriday (excluding English and Welsh public holidays). Calls to the Shareholder Helpline fromoutside the United Kingdom will be charged at applicable international rates. Calls to thehelpline may be monitored or recorded randomly for security and training purposes.

Please note that, for legal reasons, the helpline cannot provide advice on the merits of theMerger or give any legal, tax or financial advice.

Copies of this document (and any information incorporated into it by reference to anothersource) sent to persons in electronic form or by means of being published on SEC’s and/orPorta’s websites and all future documents, announcements and information required to besent to persons in relation to the Merger may be requested to be received by such personsin hard copy form by writing to Equiniti, Corporate Actions, Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA, United Kingdom or by calling Equiniti on telephonenumber 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK)between 08.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). A hardcopy of this document will not otherwise be sent unless so requested.

Calls to the helpline may be monitored or recorded randomly for security and trainingpurposes. Please note that, for legal reasons, the helpline cannot provide advice on themerits of the Merger or give any legal, tax or financial advice.

The completion and return of Forms of Proxy will not prevent you from attending and voting at theCourt Meeting and/or the Porta General Meeting, or any adjournments thereof, in person should youwish to do so and should you be so entitled.

If the pink Form of Proxy for use at the Court Meeting is not returned by 11.00 a.m. on 25 July2019, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the CourtMeeting before the taking of the poll and will still be valid. However, in the case of the PortaGeneral Meeting, unless the white Form of Proxy is returned so as to be received by no later than11.15 a.m. on 25 July 2019 (or, if the Porta General Meeting is adjourned, not less than 48 hoursprior to the time and date set for the adjourned meeting), it will be invalid.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLYURGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON ASPOSSIBLE.

This page should be read in conjunction with the ACTION TO BE TAKEN, set out on pages 6 to8 (inclusive) of this document, and the rest of this document.

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ACTION TO BE TAKEN

VOTING AT THE PORTA MEETINGS

Detailed instructions on the action to be taken are set out in paragraph 22 of Part II of thisdocument and are summarised below.

The Court Meeting and the Porta General Meeting will be held at the offices of OsborneClarke LLP, One London Wall, London EC2Y 5EB on 29 July 2019 at 11.00 a.m. and 11.15 a.m.respectively (or, in the case of the Porta General Meeting, if later, as soon as the Court Meetinghas been concluded or adjourned). The Scheme requires approval at both of these Meetings.

Please check that you have received the following with this document:

* a pink Form of Proxy for use in respect of the Court Meeting;

* a white Form of Proxy for use in respect of the Porta General Meeting;

* a Certificated Form of Election;

* notes on how to complete the Certificated Form of Election; and

* a reply-paid envelope for use in the United Kingdom.

If you have not received all of these documents, please contact Equiniti on the helpline telephonenumber indicated below.

To vote on the Scheme:Whether or not you intend to attend the Meetings, please complete and sign both theaccompanying pink and white Forms of Proxy and return them to Equiniti at CorporateActions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom,as soon as possible, and in any event so as to be received by no later than 11.00 a.m. on25 July 2019 in the case of the Court Meeting (pink form) and by no later than 11.15 a.m.on 25 July 2019 in the case of the Porta General Meeting (white form) (or in the case of anadjourned meeting, not less than 48 hours prior to the time and date set for the adjournedmeeting). This will enable your votes to be counted at the Meetings in the event of your absence.If the pink Form of Proxy for use at the Court Meeting is not returned by 11.00 a.m. on 25 July2019, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the CourtMeeting before the taking of the poll and will still be valid. However, in the case of the white Formof Proxy for the Porta General Meeting, it will be invalid unless it is returned to Equiniti at CorporateActions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, so asto be received by no later than 11.15 a.m. on 25 July 2019 (or, if the Porta General Meeting isadjourned, not less than 48 hours prior to the time and date set for the adjourned meeting).

The completion and return of the relevant Form of Proxy will not prevent you from attending andvoting in person at either the Court Meeting or the Porta General Meeting, or any adjournmentsthereof, should you wish to do so and should you be so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLYURGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON ASPOSSIBLE.

Appointment of multiple proxies and multiple proxy voting instructions:You are entitled to appoint a proxy in respect of some or all of your Porta Shares. You are alsoentitled to appoint more than one proxy provided each proxy is appointed to exercise rightsattached to different shares (so you must have more than one share to appoint more than oneproxy). A space has been included in the Forms of Proxy to allow you to specify the number ofPorta Shares in respect of which that proxy is appointed.

6

If you wish to appoint more than one proxy in respect of your shareholding, you should contactEquiniti to obtain further Forms of Proxy or photocopy the Forms of Proxy, as required. Thefollowing principles shall apply in relation to the appointment of multiple proxies:

(A) Porta will give effect to the intentions of members and include votes wherever and to thefullest extent possible.

(B) Where a proxy does not state the number of Porta Shares to which it applies (a “blankproxy”) then, subject to the following principles where more than one proxy is appointed, thatproxy is deemed to have been appointed in relation to the total number of Porta Sharesregistered in the name of the appointing member (the “member’s entire holding”). In theevent of a conflict between a blank proxy and a proxy which does state the number of PortaShares to which it applies (a “specific proxy”), the specific proxy shall be counted first,regardless of the time it was sent or received (on the basis that, as far as possible, theconflicting Forms of Proxy should be judged to be in respect of different Porta Shares) and theremaining Porta Shares will be apportioned to the blank proxy in due proportion if there ismore than one.

(C) Where there is more than one proxy appointed and the total number of Porta Shares inrespect of which proxies are appointed is no greater than the member’s entire holding, it isassumed that proxies are appointed in relation to different Porta Shares, rather than thatconflicting appointments have been made in relation to the same Porta Shares. That is, thereis only assumed to be a conflict where the aggregate number of Porta Shares in respect ofwhich proxies have been appointed exceeds the member’s entire holding.

(D) Subject to sub-paragraph (B) above, when considering conflicting proxies, later proxies willprevail over earlier proxies and a later proxy will be determined on the basis of which proxy islast sent (or, if Porta is unable to determine which is last sent, last received). Proxies in thesame envelope will be treated as sent and received at the same time, to minimise the numberof conflicting proxies.

(E) If conflicting proxies are sent or received at the same time in respect of (or deemed to be inrespect of) a member’s entire holding, none of them will be treated as valid (unless Porta andSEC otherwise determine in their absolute discretion).

(F) Where the aggregate number of Porta Shares in respect of which proxies are appointedexceeds a member’s entire holding and it is not possible to determine the order in which theywere sent or received, the number of votes attributed to each proxy will be reduced in dueproportion (on the basis that as far as possible, conflicting Forms of Proxy should be judgedto be in respect of different Porta Shares).

(G) Where the application of sub-paragraph (F) above gives rise to fractions of shares, suchfractions will be rounded down.

(H) If a member appoints a proxy or proxies and then decides to attend the Court Meeting or thePorta General Meeting in person and vote using his poll card (as applicable), then the vote inperson will override the proxy vote(s). If the vote in person is in respect of the member’s entireholding then all proxy votes will be disregarded. If, however, the member votes at the Meetingin respect of less than the member’s entire holding then, if the member indicates on his pollcard that all proxies are to be disregarded, that shall be the case; but if the member does notspecifically revoke proxies, then the vote in person will be treated in the same way as if itwere the last received proxy and earlier proxies will only be disregarded to the extent that tocount them would result in the number of votes being cast exceeding the member’s entireholding.

(I) In relation to sub-paragraph (H) above, in the event that a member does not specificallyrevoke proxies, it will not be possible for Porta to determine the intentions of the member inthis regard. However, in light of the aim to include votes wherever and to the fullest extentpossible, it will be assumed that earlier proxies should continue to apply to the fullest extentpossible.

HelplineIf you have any questions relating to this document or the completion and return of theForms of Proxy, please write to or call Equiniti, Corporate Actions, Aspect House, Spencer

7

Road, Lancing, West Sussex BN99 6DA, United Kingdom or on 0371 384 2050 (from withinthe UK) or +44 (0)121 415 0259 (from outside the UK) between 8.30 a.m. and 5.30 p.m.Monday to Friday, excluding English and Welsh public holidays. Please note that calls tothese numbers may be monitored or recorded and that, for legal reasons, the helplinecannot provide advice on the merits of the Merger or give any legal, tax or financial advice.

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ACTION TO BE TAKEN

CORPORATE NOMINEE ELECTION IN RESPECT OF THE CONSIDERATION

Detailed instructions on the action to be taken are set out in paragraph 20 of Part II of thisdocument and are summarised below.

Under Italian law, a company registered in Italy cannot issue shares in both certificated anduncertificated form. A company must therefore choose which form its shares will be held in andthen all of its shares must be held in that form. SEC has adopted the dematerialised regime and allof the New SEC Shares will therefore be issued in uncertificated form by means of CDIs, as furtherdetailed in paragraph 20 of Part II of this document.

Subject to the terms and conditions set out in this document, each Porta Shareholder who has aregistered address in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltar as atthe Scheme Record Time, who holds Porta Shares in certificated form at the Scheme Record Timemay, elect to have the New SEC Shares which they are entitled to receive pursuant to the Schemeheld on their behalf through the Corporate Nominee Facility, subject to the Corporate NomineeFacility Terms and Conditions (by completing the accompanying Certificated Form of Election (a“Corporate Nominee Election”)). Please refer to paragraph 20 of Part II of this document forfurther information concerning the making of a Corporate Nominee Election.

Please check that you have received a copy of the Corporate Nominee Election with this document.If you have not received a copy of the Corporate Nominee Election, please contact Equiniti on thehelpline telephone number indicated below.

Each Porta Shareholder who does not have a registered address in the EEA, the ChannelIslands, the Isle of Man, Switzerland or Gibraltar or does not make a valid CorporateNominee Election in respect of all of their Porta Shares will receive 1 New SEC Share forevery 88.4955752 Porta Shares they hold at the Scheme Record Time in respect of whichno Corporate Nominee Election has been made. Such New SEC Shares will be held in thename of Porta (the “Representative”) as bare trustee for such Porta Shareholder until the earlierof: (i) the delivery of a valid Corporate Nominee Election by such Porta Shareholder to Equiniti inrelation to action which should be taken in respect of the New SEC Shares (in which case theRepresentative will procure that such action is taken as is required in order to give effect to suchCorporate Nominee Election); and (ii) the date which falls three months (unless such period isextended at Porta’s sole discretion) from the Effective Date (in which case the Representative willprocure that such New SEC Shares are sold in the market and that the net proceeds of sale(converted, if required, into pounds Sterling and after the deduction of any relevant fees andcommissions) are paid to such Porta Shareholder).

Deadline for submissionThe last time for Equiniti to receive your Corporate Nominee Election will be 6.00 p.m. on1 September 2019. You should allow sufficient time for posting for your Corporate Nominee Electionto be received on time.

Any changes to the Election Return Time (the last time for Equiniti to receive your CorporateNominee Election) will be announced by Porta through a Regulatory Information Service, with suchannouncement being made available on Porta’s and SEC’s websites at www.portacomms.com andwww.secglobal.com/investors, respectively, and communicated to Porta Shareholders at around thesame date as such announcement.

Please refer to paragraph 20.3 of Part II of this document for further information concerning themaking of a Corporate Nominee Election and to paragraph 20.4 of Part II of this document forsummary details of the Corporate Nominee Facility.

HelplineIf you have any questions relating to the completion and return of the Corporate NomineeElection, please write to or call Equiniti, Corporate Actions, Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA, United Kingdom or on 0371 384 2050 (from within the UK)or +44 (0)121 415 0259 (from outside the UK) between 8.30 a.m. and 5.30 p.m. Monday toFriday, excluding English and Welsh public holidays. Please note that calls to thesenumbers may be monitored or recorded and that, for legal reasons, the helpline cannotprovide advice on the merits of the Merger or give any legal, tax or financial advice.

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CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 11

PART I LETTER OF RECOMMENDATION FROM THE CHAIRMAN OF PORTA 12

PART II EXPLANATORY STATEMENT 24

PART III CONDITIONS TO THE IMPLEMENTATION OF THE MERGER 54

PART IV SEC INVESTMENT CONSIDERATIONS 62

PART V FINANCIAL INFORMATION ON PORTA 72

PART VI FINANCIAL INFORMATION ON SEC 73

PART VII THE SCHEME OF ARRANGEMENT 74

PART VIII ADDITIONAL INFORMATION 82

PART IX DEFINITIONS 97

PART X NOTICE OF COURT MEETING 104

PART XI NOTICE OF PORTA GENERAL MEETING 106

APPENDIX I CORPORATE NOMINEE FACILITY TERMS AND CONDITIONS 110

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and/or date

2019

SEC General Meeting 11.30 a.m. (CEST) on 22 July

Latest time for receipt of pink Forms of Proxy/CREST Proxyinstructions for the Court Meeting

11.00 a.m. on 25 July(1)

Latest time for receipt of white Forms of Proxy/CREST Proxyinstructions for the Porta General Meeting

11.15 a.m. on 25 July(1)

Voting Record Time 6.30 p.m. on 25 July(2)

Court Meeting 11.00 a.m. on 29 July

Porta General Meeting 11.15 a.m. on 29 July(3)

The following dates are subject to change (please see note (4) below)

Latest time for receipt of Corporate Nominee ElectionsScheme Court Hearing to sanction the Scheme and Scheme CourtOrder Date

6.00 p.m. on 1 September2 September

Last day of dealings in, and for registration of transfers of, anddisablement in CREST of, Porta Shares

2 September(4)

Suspension of Porta Shares from trading on AIM 5.00 p.m. on 2 September

Scheme Record Time 6.00 p.m. on 2 September

Effective Date 3 September

Cancellation of admission to trading on AIM of Porta Shares By no later than 8.00 a.m. on4 September

Issue of New SEC Shares 4 September

Admission and commencement of dealings in New SEC Shares 8.00 a.m. on 4 September

Long Stop Date 30 September

Unless otherwise stated, all references to times in this document are to London times.

The Court Meeting and the Porta General Meeting will each be held at the offices ofOsborne Clarke LLP, One London Wall, London EC2Y 5EB.

Notes:1. If the pink Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to Equiniti Limited, on behalf

of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll. However, the white Form of Proxy for thePorta General Meeting must be returned by no later than 11.15 a.m. on 25 July 2019 (or in the case of an adjourned meeting,not less than 48 hours prior to the time and date set for the adjourned meeting) to be valid.

2. If either the Court Meeting or the Porta General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be6.30 p.m. on the date two days before the date set for the adjourned meeting.

3. To commence at 11.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.4. These times and dates are indicative only and will depend, amongst other things, on the date upon which:

(a) the Court sanctions the Scheme;(b) the Scheme Court Order is delivered to the Registrar of Companies; and(c) the Conditions set out in Part III to this document are satisfied or (if capable of waiver) waived.If any of the expected dates change, Porta will, unless the Panel otherwise consents, give notice of the change by issuing anannouncement through a Regulatory Information Service and/or sending a further circular to Porta Shareholders and to personswith information rights.

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PART I

LETTER OF RECOMMENDATION FROM THE CHAIRMAN OF PORTA(Incorporated in England and Wales under the Companies Act 1985 with registered number 05353387)

Directors: Registered office:John Foley (Non-Executive Chairman)Fiorenzo Tagliabue (Non-Executive Deputy Chairman)Emma Kane (Joint Chief Executive Officer)Brian Tyson (Joint Chief Executive Officer)Rhydian Bankes (Chief Financial Officer)Gene Golembiewski (Executive Director)

Sky Light City Tower50 Basinghall Street

LondonEC2V 5DE

5 July 2019

To Porta Shareholders and, for information only, to holders of options under the Porta ShareScheme

Dear Porta Shareholder,

Recommended all-share merger of Porta and SEC1. Introduction

On 10 April 2019, the Porta Board announced that it was in preliminary talks with SECregarding a potential all-share merger which may or may not lead to an offer being made forPorta. On 11 June 2019, it was announced that the SEC Board and the Porta IndependentDirectors had reached agreement on the terms of a recommended merger pursuant to whichSEC will acquire the entire issued and to be issued ordinary share capital of Porta to beeffected by means of a Court-sanctioned scheme of arrangement between Porta and theScheme Shareholders under Part 26 of the Act.

The Merger is classified as a reverse takeover for SEC under the AIM Rules and will thereforerequire the approval of the SEC Shareholders at the SEC General Meeting.

This document explains the background to the Merger and the reasons why the PortaIndependent Directors unanimously recommend that Scheme Shareholders vote in favour ofthe Scheme at the Court Meeting and that Porta Shareholders vote in favour of theResolutions to be proposed at the Porta General Meeting as they have undertaken to do inrespect of their own beneficial interests in Porta Shares amounting, in aggregate, to a total of34,433,427 Porta Shares, (representing, in aggregate, approximately 6.80 per cent. of theordinary share capital of Porta in issue on the Latest Practicable Date).

This document also contains the proposed Scheme, the notices of the Court Meeting and thePorta General Meeting and is accompanied by the Forms of Proxy, the Certificated Form ofElection and notes on how to complete the Certificated Form of Election.

The Scheme will be subject to the Conditions set out below and in Part III to this document.

Details of the actions you should take and the recommendation of the Porta IndependentDirectors are set out in paragraphs 18 and 20 respectively of this Part I.

2. The MergerThe Merger will be implemented by way of the Scheme, the full details of which are set out inPart II and Part VII of this document.

Under the terms of the Scheme, which is subject to the Conditions set out in Part III of thisdocument, Scheme Shareholders on the register of members of Porta at the Scheme RecordTime will be entitled to receive:

1 New SEC Share for every 88.4955752 Scheme Shares

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* The exchange ratio of New SEC Shares to Scheme Shares has been determined byreference to the average daily volume weighted average price over the six months to5 April 2019 for each of the Porta Shares and the SEC Shares.

* The Merger represents a value of approximately 0.88 pence per Scheme Share basedupon the SEC Closing Price on 7 June 2019, being the latest practicable date prior tothe date of the Announcement, representing:

* a premium of 95.87 per cent. to the Porta Closing Price on 7 June 2019, (being thelatest practicable date prior to the Announcement); and

* a premium of 48.65 per cent. to the 30 day volume weighted average price perPorta Share as at close of business on 7 June 2019 (being the latest practicabledate prior to the Announcement).

The Merger values Porta’s existing issued and to be issued share capital at approximately£4.46 million as at close of business on 7 June 2019 (being the latest practicable date prior tothe Announcement).

Fractions of New SEC Shares will not be allotted and issued to Porta Shareholders pursuantto the Scheme and shall be aggregated, allotted, issued and sold in the market after theEffective Date.

Assuming that a maximum number of 4,755,162 New SEC Shares are issued pursuant to theMerger and 5,993,212 New SEC Shares are issued pursuant to the Conversion SharesUndertaking, Scheme Shareholders will hold New SEC Shares representing approximately26.04 per cent. of the enlarged issued share capital of SEC immediately following the EffectiveDate and 44.32 per cent. following the RGL Debt Conversion.

The New SEC Shares will be allotted and issued credited as fully paid and will rank paripassu in all respects with the existing SEC Shares in issue at the time the New SEC Sharesare allotted and issued pursuant to the Merger, including the right to receive and retaindividends and other distributions declared, made or paid by reference to a record date fallingafter the Effective Date.

The Existing SEC Shares are admitted to trading on AIM. The Merger will constitute a reversetakeover for SEC for the purposes of the AIM Rules and, accordingly, SEC is required to seekthe approval of its shareholders for the Merger at the SEC General Meeting. Application willbe made for the admission of the share capital of the Combined Group to trading on AIM. It isexpected that, subject to the satisfaction of certain conditions, including the sanction of theScheme by the Court, Admission will become effective and that trading in the share capital ofthe Combined Group will commence at 8.00 a.m. on 4 September 2019.

The Scheme requires the Scheme Shareholders to vote in favour of the Scheme at the CourtMeeting, the Porta Shareholders to vote in favour of the resolutions to be proposed at thePorta General Meeting and the SEC Shareholders to vote in favour of the resolutions to beproposed at the SEC General Meeting. If the Scheme becomes Effective, it will be binding onall Scheme Shareholders irrespective of whether or not they attended or voted and, if theyvoted, whether they voted for or against the Scheme, at the Court Meeting or the PortaGeneral Meeting. Upon the Scheme becoming Effective and Porta’s register of members beingupdated to reflect the transfer of the Scheme Shares from the Scheme Shareholders to SEC,Porta will become a wholly-owned subsidiary of SEC. The Scheme and Merger are conditionalon, amongst other things:

(A) all resolutions necessary to approve and implement the Scheme, amend the articles ofassociation of Porta and approve the allotment of the Conversion Shares being dulypassed by the requisite majority or majorities at the Porta General Meeting and the CourtMeeting;

(B) the sanction of the Scheme by the Court and the Scheme becoming Effective;

(C) the passing at the SEC General Meeting of such resolution or resolutions as arenecessary to approve, implement and effect the Merger and the allotment of the NewSEC Shares and the Offeror Exchange Shares;

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(D) no Qualifying SEC Shareholder having validly exercised, in the period of 30 daysfollowing the date on which the SEC Capital Increase Resolution is filed with the ItalianCompanies Registrar, its right under Article 2440, para. 6, of the Italian Civil Code torequest a court in the Republic of Italy to appoint an independent expert to make anexpert appraisal of the value of the Scheme Shares for the purposes of the Italian CivilCode;

(E) no circumstances arising since the date of the Independent Expert Appraisal which,under the provisions of the Italian Civil Code relating to contributions in kind, require SECto obtain a second expert appraisal from an independent expert (meeting therequirements of article 2343 of the Italian Civil Code) in respect of the value of theScheme Shares and which prohibit SEC from filing the statement required byArticle 2343-quater, para. 3, of the Italian Civil Code; and

(F) the Conditions and further terms not otherwise identified above to which the Scheme andthe Merger are subject, as set out in Part III of this document, either being satisfied or(with the exception of certain conditions which are not capable of waiver) waived.

If any dividend or other distribution or return of value is proposed, declared, made, paid orbecomes payable by Porta in respect of the Porta Shares on or after the date of theAnnouncement and prior to the Scheme becoming Effective, SEC will have the right to reducethe value of the consideration payable for each Porta Share by up to the amount per PortaShare of such dividend, distribution or return of value.

The SEC Shares are admitted to trading on AIM. Application will be made for the EnlargedSEC Share Capital to be admitted to trading on AIM. It is expected that, subject to thesatisfaction of certain conditions, including the sanction of the Scheme by the Court,Admission will become effective and that trading in the share capital of the Combined Groupwill commence at 8:00 a.m. on 4 September 2019.

Following the Meetings, it is expected that the Scheme Court Hearing will take place on2 September 2019. The Effective Date is expected to be 3 September 2019.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective ofwhether or not they attended or voted and, if they voted, whether they voted for or against theScheme, at the Court Meeting or the Porta General Meeting.

Upon the Scheme becoming Effective and Porta’s register of members being updated to reflectthe transfer of the Scheme Shares from the Scheme Shareholders to SEC, Porta will becomea wholly-owned subsidiary of SEC.

3. Background to and reasons for the MergerPorta and SEC are AIM-quoted groups that share a similar vision and entrepreneurialapproach, driving growth organically, via acquisitions and start-ups. As of the date of thisdocument, Porta has 17 offices in 7 countries including a strong presence in Asia Pacific(“APAC”) whilst SEC has 14 offices in 6 countries in continental Europe as well as an office inColombia. Both organisations have won a number of awards for the impact and quality of theirwork.

On 3 August 2017, SEC made a £3.0 million strategic equity investment in Porta and SEC'sfounder and Chief Executive Officer, Fiorenzo Tagliabue, joined the Porta Board as Non-Executive Deputy Chairman. Since then, SEC and Porta have entered into the SECConvertible Loan Agreement and SEC has provided financing to Porta in accordance with theterms of that agreement. As at 7 June 2019 (being the latest practicable date prior to theAnnouncement), SEC held a 16.92 per cent. interest in Porta and is Porta’s largest individualshareholder. Following the investment in Porta by SEC, the two groups have worked togetherand gained a good understanding of each other’s vision, strategic priorities, culture andmanagement style.

The Porta Independent Directors believe that the strategic communications advisory industry isevolving, shifting away from commodity offerings and seeing a growth in demand for c-suitestrategic advice, an integrated product offering and local expertise to assist clients where

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markets, politics, media and community intersect across multiple-jurisdictions. The ability todeliver to this changing market is seen as a key strength of both the Porta and SECbusinesses.

It is anticipated by the Porta Independent Directors that a combination of SEC and Porta, withthe resultant portfolio of services and capabilities, will strengthen the position of the CombinedGroup as a more broadly-based international communications group. It is anticipated that thebenefits to both Porta and SEC of the Merger will include:

Expansion of a global footprintPorta and SEC have a complementary geographic network with very limited geographiccrossover. Porta has 17 offices in 7 countries including a strong presence in APAC whilst SEChas 15 offices in 7 countries, primarily across continental Europe. Based on combinedreported 2018 revenue, the merger of the two groups would create a Top 30 global strategiccommunications advisory firm (Holmes Report 2019).

The Merger is therefore expected to provide clients with a consistent, integrated serviceacross a significantly enlarged, owned office network. This will give access to key Europeanmarkets, and a geopolitical hub in Brussels for Porta clients, and access to the APAC regionthrough Porta’s agency offices in Greater China, Singapore and across Australia for SECclients. The Combined Group will have greater scale and, the SEC Directors believe, greatercapacity for sustainable growth to expand into remaining priority markets in North America(New York/ Washington) and for further expansion in Latin America, China and key markets inSouth East Asia.

Extended product offeringThe Combined Group will have an enhanced range of products and services over that whicheach group is currently able to offer individually. For example, the Combined Group will bebetter placed to roll out Porta’s internationally strong financial communications offering, its 24-hour crisis communications service and expert digital practice across the whole of theCombined Group’s client base.

This is expected to support the roll-out of proprietary new market research andcommunications product offerings across the Combined Group’s geographic footprint. Inparticular, SEC is developing a set of tools for use in assessing and predicting reputationmanagement, advocacy and stakeholder management. The Porta Independent Directorsbelieve that the application of such new technology based products across the CombinedGroup’s client base will enhance the business development and commercial positioning of theCombined Group.

The Porta Independent Directors have considered the opportunities which the Merger presentsfor enhancing the value of the Combined Group for the benefit of both Porta Shareholders andthe Porta’s staff and employees. Together with the more sustainable capital structure of theCombined Group, incorporating the proposed RGL debt conversion, the Porta IndependentDirectors consider that the Merger is in the best interests of Porta’s Shareholders and itsstakeholders.

4. Recommendation of the Merger by the Porta Independent DirectorsFor the reasons set out in this document, the Porta Independent Directors, who have been soadvised by Grant Thornton as to the financial terms of the Merger, consider the terms of theMerger to be fair and reasonable. In providing their financial advice to the Porta IndependentDirectors, Grant Thornton has taken into account the commercial assessments of the PortaIndependent Directors. Grant Thornton is providing independent financial advice to the PortaIndependent Directors for the purposes of Rule 3 of the Code.

Accordingly, the Porta Independent Directors unanimously recommend that PortaShareholders vote in favour of the Scheme at the Court Meeting and the resolutions tobe proposed at the Porta General Meeting as all Porta Independent Directors holdingPorta Shares have irrevocably undertaken to do so in respect of their own holdings ofPorta Shares, being a total of 34,433,427 Porta Shares, (representing, in aggregate,approximately 6.80 per cent. of the ordinary share capital of Porta in issue on 7 June2019 (being the latest practicable date prior to the date of the Announcement)).

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5. Recommendation of the Merger by the SEC DirectorsThe SEC Board, having been so advised by Arden, believes that the Merger and theresolutions to be proposed at the SEC General Meeting are in the best interests of SEC andSEC Shareholders as a whole. Arden is providing independent financial advice to the SECDirectors for the purposes of Rule 3 of the Code.

Accordingly, the SEC Directors intend to unanimously recommend thatSEC Shareholders vote in favour of the resolutions to be proposed at the SEC GeneralMeeting to approve the Merger and related matters, which will be described in the SECCircular.

6. Information on Porta and current trading and prospectsPorta is the holding company of a network of communications and marketing agencies acrossthe UK, Middle East and Asia Pacific primarily operating under the Newgate Communicationsbrand. Its purpose is to build and protect brands and reputations, using communications tohelp clients seize opportunities or solve problems with evidence, enthusiasm, creativity andintegrity. The Porta Group’s strategy is to leverage its specialised and research-backedcommunications offering across the key practice areas of financial, corporate, public affairs,engagement and digital, to provide clients with integrated communications across its networkof offices around the world. The Porta Group’s team operates within sectors where it has in-depth strategic expertise, and technical and regulatory knowledge.

2018 was a pivotal point in the transformation of the Porta Group. In April of that year, two ofPorta’s most successful business operators, Emma Kane and Brian Tyson, were appointed asJoint Group Chief Executives. They implemented a detailed strategic plan focused onsimplifying the business, reducing Porta’s exposure to risk, whilst delivering operationalefficiencies and driving improved performance.

In the UK, the business was re-structured and its companies Newgate, Redleaf and Publicasitywere merged into one company – Newgate Communications Limited – operating under thebrands “Newgate Communications” and “Publicasity” in order to achieve operational efficienciesand performance. These operational changes were driven to help position the Porta Group todeliver both sustainable and positive results to shareholders, primarily operating under theNewgate Communications brand. In its final results for the year ended 31 December 2018,which were announced on 10 April 2019, Porta reported revenue of £35.9 million(2017: £40.3 million) and adjusted EBITDA of £1.9 million (2017: £2.8 million).

Significant progress has been made in transforming the prospects for the Porta Group and itsoperational restructuring is in its final stages of completion. Achieving revenue growth is nowthe focus of the management, particularly in Porta’s largest regions in the UK and Australia.Since the year end, the restructured UK business has performed in line with the Porta Board’sexpectations. However, the IPO and M&A transaction work pipeline in the UK is continuing tobe affected by ongoing political uncertainty around Brexit. The position in Australia is moreencouraging with increased workflow as a result of an uptick in economic activity therefollowing the conclusion of recent state and federal elections. Future political events and levelof economic activity in the regions in which Porta operates will impact demand for its services.

As at 31 December 2018, Porta had total borrowings of approximately £12.6 million(2017: £11.9 million). Since the year end, Porta has entered into an agreement with RGLunder which £0.5 million of accrued interest was written off. The remaining £5.7 million ofcapital and interest due to RGL was re-financed with a new facility from RGL (“ConvertibleLoan Agreement”). As detailed below, the Convertible Loan Agreement will be partiallyconverted into Porta Shares which will then be exchanged for the Offeror Exchange Shares,subject to certain conditions relating to the Merger completing.

7. Information on SEC and current trading and prospectsSEC S.p.A. is a holding company and head office for a public relations and advocacybusiness, headquartered in Milan with operations primarily across western Europe as well asan office in Colombia. The business was originally founded in 1989 and has subsequentlygrown both organically and by acquisition. SEC was admitted to trading on AIM in July 2016.

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SEC was founded by the current Chief Executive, Fiorenzo Tagliabue, in 1989. It subsequentlygrew organically focusing on media relations, institutional and business to business (B2B)events, publishing and institutional relations. From 1997, SEC expanded across Italy openingoffices in Turin, Naples, Rome and Bari. In more recent years, other offices have been openedin Italy, precisely in Venice, Bolsano, and Catania. Following growth over a number of years, in2013 the SEC Group began to expand internationally with a series of acquisitions in Belgium(2013), Spain (2014), Germany (2015), UK (2016), Poland (2017), Colombia (2017) andFrance (2018). The SEC Group currently comprises 14 subsidiaries in which SEC holdsinterests ranging between 10 per cent. and 95 per cent. of the share capital and a 16.9 percent. shareholding in Porta.

In recent years, the SEC Group has acquired a number of majority stakes in companies,leaving existing management incentivised with minority shareholdings. The SEC Group’sbusiness, is the highest ranked global PR agency by fee income for 2018 that isheadquartered in Italy by the 2019 Holmes Report Global PR Agency Rankings. Accordingly,the SEC Directors consider that SEC is ideally positioned to become a consolidator in thegrowing public relations and advocacy sectors. The Group’s strategy is to become a global PRbusiness, differentiated from its competitors (most of whom are US based) by its Europeanroots.

Current trading and prospectsIn the financial results for the year ended 31 December 2018, announced on the 22 May2019, SEC reported revenue of €24.6 million (2017: €21.0 million), net profit (after tax) for theyear of €1.6 million (2017: €0.8 million) and net cash and financial investment of €(1.2) million(2017: €1.5 million).

SEC’s 2018 results are explained by the growth in projects with existing clients as well as thegrowth in the numbers of new clients for the year.

In November 2018, SEC completed its European acquisition plan as CLAI joined the SECGroup.

SEC has also focused on developing an applied artificial intelligence project which will driveorganic business growth. SEC expects to deliver a new product service in 2019. Theintelligence platform at the core of the service is designed to be multilingual and the SECDirectors expect to roll out this service to the markets where the SEC Group operates.

The result of a number of these efforts saw a significant rise in SEC's 2019 PR Weekworldwide global ranking with the SEC Group moving up to 54th position.

SEC has also been working to enlarge its operational footprint with progress made on threenew potential acquisitions in the USA, Chile and Germany.

8. Arrangements with managementNo proposals have been made on the terms of any incentive arrangements for relevantmanagers or the continuing Porta Directors and there have been no discussions in respect ofthe terms of these arrangements.

9. Irrevocable undertakingsIrrevocable undertakings relating to the Scheme, the Court Meeting and the Porta GeneralMeetingThe Porta Independent Directors have irrevocably undertaken to vote in favour of the Schemeat the Court Meeting and the resolutions to be proposed at the Porta General Meeting inrespect of their own entire legal and beneficial holdings of Porta Shares (and those ofconnected persons) amounting to, in aggregate, 34,433,427 Porta Shares, representingapproximately 6.80 per cent. of the Porta Shares in issue on 7 June 2019 (being the latestpracticable date prior to the date of the Announcement) and 8.18 per cent. of the SchemeShares.

SEC has also received irrevocable undertakings to vote (or procure the vote) in favour of theScheme at the Court Meeting and the resolutions to be proposed at the Porta GeneralMeeting from certain Porta Shareholders amounting to, in aggregate, 113,242,008 Porta

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Shares, representing 22.36 per cent. of the Porta Shares in issue on 7 June 2019 (being thelatest practicable date prior to the date of the Announcement) and 26.91 per cent. of theScheme Shares.

SEC has therefore received irrevocable undertakings in respect of a total of147,675,435 Porta Shares, representing, in aggregate approximately 29.15 per cent. ofthe Porta Shares in issue on 7 June 2019 (being the latest practicable date prior to thedate of the Announcement), to vote in favour of the Scheme at the Court Meeting and35.09 per cent. of the Scheme Shares in issue on 7 June 2019 (being the latestpracticable date prior to the date of the Announcement) to vote in favour of theresolutions to be proposed at the Porta General Meeting.

Irrevocable undertakings relating to the SEC General MeetingFiorenzo Tagliabue and Silvia Mazzucca, his wife, have undertaken to vote in favour of theresolutions to be proposed at the SEC General Meeting to approve the Merger and relatedmatters in respect of their own legal and beneficial holdings of SEC Shares (and thoseconnected persons) amounting to, in aggregate, 8,920,100 SEC Shares, representingapproximately 66.06 per cent. of the existing issued share capital of SEC.

10. Directors, management, employees, research and development and locationsOther than set out in this paragraph below, SEC has informed Porta that its strategic plans forthe Porta Group will have no repercussions on the employment or the location of the PortaGroup’s places of business (including on the location of Porta’s headquarters and headquarterfunctions) and that it has no plans to make any changes in relation to (i) the continuedemployment of the Porta Group’s employees and management, including the conditions ofsuch employment; (ii) the balance of the skills and functions of the Porta Group’s employeesand management; (iii) the pension contributions made by Porta into the Porta Group’s pensionscheme(s) and the admission of new members; (iv) the deployment of the Porta Group’s fixedassets; or (v) the research and development functions of the Target Group.

The Porta Independent Directors have given due consideration to SEC’s stated intention andassurances noted above in deciding to recommend the Merger.

No statements in this paragraph 10 are “post-offer undertakings” for the purposes of Rule 19.5of the Code.

Porta and SEC attach great importance to the skills and experience of the existingmanagement and employees of both businesses and believe that they will benefit fromenhanced career and business opportunities within the combined business.

LocationsAssuming the Scheme becomes effective, SEC envisages that operations will continue from allof SEC’s and Porta’s sites for the next 12 months under the existing local managementstructure. The future development of the business, as determined by SEC in its ongoingstrategy for the Combined Group, will be implemented by the management of those sites. Ofnecessity, the merger of two AIM quoted businesses will result in certain board and executivemanagement changes, as described below.

Staff terms and conditionsSEC confirms that, save for those changes specified to the executive management andCombined Group Board, as detailed below, it has no intention to make material changes to theconditions of employment of SEC or Porta employees and intends to safeguard fully theexisting employment and pension rights of Porta local management and employees inaccordance with applicable law and to comply with Porta’s pension obligations for existingemployees and members of Porta’s pension schemes.

The SEC Board envisages revenue synergies from the Merger as set out in paragraph 3above. In addition, it believes that some cost savings will be available from an operational andadministrative review of the Combined Group, which is likely to be required following theMerger. Whilst any review is subject to detailed planning and the overall impact of this is notexpected to be material to the Combined Group as a whole, finalisation of any such plan

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would be subject to appropriate engagement with stakeholders, including employeerepresentative bodies. The SEC Board does not envisage a material number of job losses, nordoes it envisage any change in the balance of the skills and functions of the employees andmanagement.

Both SEC and Porta are cognisant that in order to incentivise management, appropriatearrangements for the Combined Group will be required. Consequently, the board of theCombined Group will review suitable structures, which may include share-based awards, andperformance criteria with the view of implementing new executive and senior managementarrangements within six months of the Scheme becoming Effective.

OperationsFollowing completion of the Merger, it is intended that the Porta and SEC holding companynames will cease to be used and that SEC, as holding company for the Combined Group, willchange its name. The majority of Porta’s agencies now operate under the “Newgate” brandand it is also proposed that this brand is retained in order to grant business continuity andconnectivity with existing clients. A review will be undertaken to ascertain whether the“Newgate” brand can be further leveraged across the Combined Group.

The UK is the only region where SEC and Porta both have an operational presence. It isintended that, following completion of the Merger, the UK regional office network will beintegrated, to make most efficient use of the Combined Group’s leased office premises. Thereare no other likely repercussions of the Merger on the business locations of the CombinedGroup.

The Combined Group’s focus will be to build the group profitably, organically, by acquisitionand by funding start-ups. It is expected that the Combined Group will make further investmentsin Asia and also review expansion opportunities into North America (New York andWashington) in Latin America and Africa.

On completion of the Merger, SEC intends to maintain Porta’s headquarter functions inLondon, given its importance as a global financial centre. The corporate head office of theCombined Group will remain in Milan.

SEC does not intend to redeploy fixed assets of Porta following completion of the Merger.

ManagementFollowing completion of the Merger, it is intended that Fiorenzo Tagliabue, the current ChiefExecutive Officer of SEC, will become Chief Executive Officer of the Combined Group. He willbe joined as executive director on the Combined Group’s Board by Emma Kane and BrianTyson, the current Joint Chief Executive Officers of Porta, and Tom Parker and Mark Glover,SEC Chief Sales Officer and Newington’s Managing Director respectively. In addition, RhydianBankes, the current Porta Chief Financial Officer, will become Chief Financial Officer of theCombined Group.

Following Admission, the board of the Combined Group is expected to be composed of 11directors of whom four will be non-executive Directors. John Foley will join the Board of theCombined Group from Admission as a non-executive Chairman, to assist with the integrationof the two businesses and to advise on the development of the Combined Group thereafter.Luigi Roth will remain on the SEC Board and serve as Deputy Chairman of the CombinedGroup.

The current Management Committee operating in SEC is intended to be enlarged to comprisecountry and regional CEOs from the Combined Group. The SEC Board will appoint theChairperson of the Management Committee. The Management Committee will haveresponsibility for business development of the Combined Group and will report to the GroupCEO, Fiorenzo Tagliabue.

SEC may review the board of the Combined Group and the Management Committeeorganisation and operation during the three year period following Admission, if necessary.

Notwithstanding the above no proposals have been made on the terms of any incentivearrangements for relevant managers or the continuing Porta Directors and there have been nodiscussions in respect of the terms of these arrangements.

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Research and Development functions of PortaPorta has no dedicated research and development function.

Trading FacilitiesThe Porta Shares are currently admitted to trading on AIM. As set out in paragraph 13 of thisPart I, a request will be made to the London Stock Exchange prior to the Effective Date tocancel the trading in Porta Shares on AIM with effect from 7.00 a.m. on the business dayfollowing the Effective Date or shortly thereafter.

11. TaxationYour attention is drawn to paragraph 19 headed “Taxation” in the Explanatory Statement fromGrant Thornton set out in Part II of this document. If you are in any doubt about your taxposition, you should consult an appropriately qualified independent professionaladviser immediately.

12. Porta Share SchemeAs all of the outstanding options granted under the Porta Share Scheme are substantially“underwater”, no proposals will be made to such participants.

Further details in relation to the effect of the Scheme on options granted under the PortaShare Scheme are set out in paragraph 14 of Part II of this document and will be set out inseparate letters to be sent to participants in the Porta Share Scheme.

13. Cancellation of admission to trading on AIM and re-registration of Porta as a privatecompanyAn application will be made to the London Stock Exchange prior to the Effective Date tocancel the admission of the Porta Shares to trading on AIM with effect from shortly after theEffective Date once the Scheme has become Effective in accordance with its terms.

It is intended that dealings in Porta Shares will be suspended on AIM on or around theEffective Date.

On the Effective Date, Porta will become a wholly-owned subsidiary of SEC (and consequently,the Combined Group). It is intended that Admission will become effective on the business dayfollowing the Effective Date.

Subsequent to the Merger, it is intended that Porta be re-registered as a private limitedcompany in due course.

The attention of Porta Shareholders is drawn to paragraph 21 of Part II of this document inrelation to SEC’s intentions with regard to the cancellation of admission to trading on AIM ofthe Porta Shares.

14. Permitted Merger-related arrangementsConfidentiality Agreement

On 23 April 2019, Porta and SEC entered into a confidentiality agreement (the“Confidentiality Agreement”) in customary form in relation to the proposed transaction. TheConfidentiality Agreement contained certain undertakings in relation to the use and non-disclosure of certain confidential information.

The Confidentiality Agreement also contained provisions prohibiting, subject to certainexceptions in relation to general advertising and recruitment agencies, the solicitation ofemployees or officers of each of Porta or SEC. These restrictions were binding for the durationof the restricted period which, in this context, is the period commencing on the date of theConfidentiality Agreement and ending 18 months thereafter.

The Confidentiality Agreement also contained certain restrictions on each of Porta and SEC inrelation to the acquisition of securities in the other. These restrictions were to remain in placefor the standstill period which, in this context, is the period commencing on the date of theConfidentiality Agreement and ending 9 months thereafter. The restrictions on the acquisitionof securities set out in the Confidentiality Agreement cease to apply if, among other matters,

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during the standstill period either party announces a firm intention to make an offer to acquirethe other party in accordance with Rule 2.7 of the Code which is recommended by the boardof Porta.

15. SEC shareholder approval and Admission DocumentThe Merger will constitute a reverse takeover for SEC for the purposes of the AIM Rules and,accordingly, SEC is required to seek the approval of its shareholders for the Merger at theSEC General Meeting. Application will be made for the admission of the Enlarged SEC ShareCapital (and consequently the Combined Group) to trading on AIM. It is expected that, subjectto the satisfaction of certain conditions, including the sanction of the Scheme by the Court,Admission will become effective and that trading in the Enlarged SEC Share Capital willcommence at 8.00 a.m. on 4 September 2019.

The Merger is conditional upon, amongst other things, certain resolutions (including in relationto the reverse takeover of SEC) being passed by the SEC Shareholders at the SEC GeneralMeeting which has been convened for 11.30 a.m. (CEST) on 22 July 2019 (and, if necessary,11.30 a.m. (CEST) on 23 July 2019). SEC has today published a circular containing, amongstother things, notice of the SEC General Meeting.

SEC has also published an Admission Document in connection with the Merger and the issueof the New SEC Shares to be issued in connection with the Merger, a copy of which isavailable on SEC’s website at www.secglobal.com/investors.

16. Overseas ShareholdersPersons resident in, or citizens of, jurisdictions outside the United Kingdom should refer toparagraph 18 of Part II of this document which contains important information for suchshareholders.

17. The Scheme and the MeetingsThe Merger is being implemented by means of a scheme of arrangement between Porta andthe Scheme Shareholders pursuant to the provisions of Part 26 of the Act. The Schemeinvolves the transfer of the Scheme Shares to SEC in consideration for which SchemeShareholders will receive the Consideration, being 1 New SEC Share for every 88.4955752Scheme Shares.

Upon the Scheme becoming Effective and Porta’s register of members being updated to reflectthe transfer of the Scheme Shares from the Scheme Shareholders to SEC, SEC will becomethe owner of the whole of the issued share capital of Porta.

The Scheme is subject to the Conditions and further terms set out in Part III of this document.

To become Effective, the Scheme requires, amongst other things, the approval at the CourtMeeting of a majority in number representing 75 per cent. or more in value of the SchemeShareholders present and voting, either in person or by proxy, at the Court Meeting, or at anyadjournment thereof, and the passing of the Resolutions to be proposed at the Porta GeneralMeeting (or at any adjournment thereof) necessary to give effect to the Scheme, theamendment to the articles of association of Porta and to approve the allotment of theConversion Shares. Following the Court Meeting and the Porta General Meeting and thesatisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also besanctioned by the Court at the Scheme Sanction Hearing. The Scheme will take effect whenthe Scheme Court Order has been delivered to the Registrar of Companies. If the Schemebecomes Effective, it will be binding on all Scheme Shareholders irrespective of whether theyattended or voted and, if they voted, whether they voted for or against the Scheme at theCourt Meeting or on any resolution to be proposed at the Porta General Meeting.

SEC reserves the right to elect (subject to the consent of the Panel) to implement the Mergerby way of an Offer at any time before the Scheme becomes Effective, or following itswithdrawal, in which case additional documents will be posted to Porta Shareholders. In suchevent, the Merger will be implemented on the same terms, so far as applicable, as thosewhich would apply to the Scheme, subject to appropriate amendments, including (withoutlimitation and subject to the consent of the Panel) the inclusion of an acceptance condition setat 90 per cent. (or such lesser percentage (being more than 50 per cent.) as SEC maydetermine) of the shares to which such offer relates).

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The Scheme will be governed by the laws of England and Wales. The Scheme will be subjectto the applicable requirements of the Code, the Panel, the AIM Rules, the London StockExchange and the FCA.

It is important that, for the Court Meeting, as many votes as possible are cast so thatthe Court may be satisfied that there is a fair and reasonable representation of SchemeShareholder opinion. You are therefore strongly urged to complete, sign and returnyour Forms of Proxy as soon as possible.

Further details of the Scheme and the Meetings are set out in paragraph 17 of Part II of thisdocument.

18. Action to be takenNotices convening the Court Meeting and the Porta General Meeting are set out in Parts Xand XI of this document respectively. You will find accompanying this document, a pink Formof Proxy for use at the Court Meeting and a white Form of Proxy for use at the Porta GeneralMeeting, together with a Certificated Form of Election and notes on how to complete theCertificated Form of Election.

Whether or not you intend to be present at either Meeting, you are requested to complete,sign and return both the accompanying Form of Proxy for the Court Meeting (pink) and theForm of Proxy for the Porta General Meeting (white) in accordance with the instructions printedon the respective forms.

Your attention is drawn to paragraph 22 of Part II of this document which explains in detail theaction you should take in relation to the Merger and the Scheme, a summary of which is setout on pages 6 to 8 (inclusive) of this document.

If you are a Porta Shareholder and you have any questions relating to this document,the Court Meeting, the Porta General Meeting, the Merger or the Scheme or are in anydoubt about the completion and return of the Forms of Proxy or the Certificated Formof Election, please contact Equiniti on 0371 384 2050 or, if telephoning from outsidethe United Kingdom, on +44 (0)121 415 0259 between 8.30 a.m. and 5.30 p.m. Mondayto Friday, excluding English and Welsh public holidays. Please note that calls to thesenumbers may be monitored or recorded and that, for legal reasons, the helpline cannotprovide advice on the merits of the Merger or give any legal, tax or financial advice.

Further details relating to settlement are set out in paragraph 20 of Part II of this document.

19. Further informationYour attention is drawn to the Explanatory Statement from Grant Thornton set out in Part II ofthis document, which gives further details about the Merger and to the terms of the Schemewhich are set out in full in Part VII of this document. Please note that the informationcontained in this letter is not a substitute for reading the remainder of this document.

Porta Shareholders and persons with information rights should note that SEC may requestdetails of addresses, electronic addresses and other information provided to Porta for thereceipt of documents, announcements and other information in hard copy form or electronicform (as the case may be).

20. RecommendationFor the reasons set out in this document, the Porta Independent Directors, who have been soadvised by Grant Thornton as to the financial terms of the Merger, consider the terms of theMerger to be fair and reasonable. In providing their financial advice to the Porta IndependentDirectors, Grant Thornton has taken into account the commercial assessments of the PortaIndependent Directors.

Accordingly, the Porta Independent Directors unanimously recommend that PortaShareholders vote in favour of the Scheme at the Court Meeting and the resolutions tobe proposed at the General Meeting as all Porta Independent Directors holding PortaShares have irrevocably undertaken to do so in respect of their own Porta Shares,being a total of 34,433,427 Porta Shares, (representing, in aggregate, approximately6.80 per cent. of the ordinary share capital of Porta in issue on 7 June 2019 (being thelatest practicable date prior to the date of the Announcement) and 8.18 per cent. of the

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Scheme Shares). Fiorenzo Tagliabue has not participated in the recommendation as heis not considered to be independent for the purposes of such recommendation as aresult of his shareholding in and directorship of SEC.

Yours sincerely,

John FoleyChairman

for and on behalf ofPorta Communications plc

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PART II

EXPLANATORY STATEMENT

(Explanatory statement in compliance with the provisions of section 897 of the Act)

Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU

T +44 (0)20 7383 5100 F +44 (0)20 7184 4301

5 July 2019

To Porta Shareholders and, for information only, to holders of options under the Porta ShareScheme

Dear Porta Shareholder,

Recommended all-share merger of Porta and SEC1. Introduction

On 10 April 2019, the Porta Board announced that it was in preliminary talks with SECregarding a potential all-share merger which may or may not lead to an offer being made forPorta. On 11 June 2019, it was announced that the SEC Board and the Porta IndependentDirectors had reached agreement on the terms of a recommended merger pursuant to whichSEC intends to acquire the entire issued and to be issued ordinary share capital of Porta tobe effected by means of a Court-sanctioned scheme of arrangement between Porta and theScheme Shareholders pursuant to the provisions of Part 26 of the Act.

Your attention is drawn to the letter from the Chairman of Porta set out in Part I of thisdocument, which forms part of this Explanatory Statement. That letter explains,amongst other things, why the Porta Independent Directors, who have been so advisedby Grant Thornton, consider the terms of the Merger to be fair and reasonable andwhy the Porta Independent Directors unanimously recommend that (to the extent youare entitled to do so) you vote in favour of the Scheme at the Court Meeting and theResolutions to be proposed at the Porta General Meeting, as they have irrevocablyundertaken to do in respect of their own entire legal and beneficial holdings of PortaShares (and those of certain connected persons) amounting to, in aggregate,34,433,427 Porta Shares, representing approximately 6.80 per cent. of the Porta Sharesand 8.18 per cent. of the Scheme Shares, in each case, in issue on the LatestPracticable Date.

Chartered Accountants. Grant Thornton UK LLP is a limited liability partnership registered in England and Wales: No.OC307742. Registered office: 30 Finsbury Square, London EC2A 1AG. A list of members is available from our registered office. Grant Thornton UK LLP is authorised and regulated by the Financial Conduct Authority. Grant Thornton UK LLP is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. Services are delivered by the member firms. GTIL and its member firms are not agents of, and do not obligate, one another and are not liable for one another’s acts or omissions. Please see grantthornton.co.uk for further details.

grantthornton.co.uk

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In providing advice to the Porta Independent Directors, Grant Thornton has taken into accountthe commercial assessments of the Porta Independent Directors.

Statements made or referred to in this Explanatory Statement which refer to the reasons forthe Merger, to information concerning the business of the SEC Group and intentions andexpectations regarding the SEC Group and the Combined Group, reflect the views of the SECDirectors. Statements made or referred to in this Explanatory Statement which refer to thebackground to, and reasons for recommending, the Merger, to information concerning thebusiness of the Porta Group and to intentions and expectations regarding the Porta Group(other than the future plans for the business described in paragraph 12 of this Part II of thisdocument) reflect the views of the Porta Directors.

The terms of the Scheme are set out in full in Part VII of this document. Your attention is alsodrawn to the further information contained in this document which forms part of thisExplanatory Statement.

The Scheme is conditional upon the Conditions set out in Part III of this document beingsatisfied or (if capable of waiver) waived.

Porta Shareholders should read the whole of this document before deciding whether or not tovote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at thePorta General Meeting.

2. The MergerThe Merger will be implemented by way of the Scheme, the full details of which are set out inPart VII of this document.

Under the terms of the Scheme, which is subject to the Conditions set out in Part III of thisdocument, Scheme Shareholders on the register of members of Porta at the Scheme RecordTime will be entitled to receive:

1 New SEC Share for every 88.4955752 Scheme Shares

* The exchange ratio of New SEC Shares to Scheme Shares has been determined byreference to the average daily volume weighted average price over the six months to5 April 2019 for each of the Porta Shares and the SEC Shares.

* The Merger represents a value of approximately 0.88 pence per Scheme Share basedupon the SEC Closing Price on 7 June 2019, being the latest practicable date prior tothe date of the Announcement, representing:

* a premium of 95.87 per cent. to the Porta Closing Price on 7 June 2019, (being thelatest practicable date prior to the Announcement) and

* a premium of 48.65 per cent. to the 30 day volume weighted average price perPorta Share as at close of business on 7 June 2019 (being the latest practicabledate prior to the Announcement).

The Merger values Porta’s existing issued and to be issued share capital at approximately£4.46 million as at close of business on 7 June 2019 (being the latest practicable date prior tothe Announcement).

Assuming that a maximum number of 4,755,162 New SEC Shares are issued pursuant to theMerger and 5,993,212 New SEC Shares are issued pursuant to the Conversion SharesUndertaking, Scheme Shareholders will hold New SEC Shares representing approximately26.09 per cent. of the enlarged issued share capital of SEC immediately following the EffectiveDate and 44.32 per cent. following the RGL Debt Conversion.

The New SEC Shares will be allotted and issued credited as fully paid and will rank paripassu in all respects with the existing SEC Shares in issue at the time the New SEC Sharesare allotted and issued pursuant to the Merger, including the right to receive and retaindividends and other distributions declared, made or paid by reference to a record date fallingafter the Effective Date.

The existing SEC Shares are admitted to trading on AIM. The Merger will constitute a reversetakeover for SEC for the purposes of the AIM Rules and, accordingly, SEC is required to seekthe approval of its shareholders for the Merger at the SEC General Meeting. Application will

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be made for the admission of the Enlarged SEC Share Capital (and consequently theCombined Group) to trading on AIM. It is expected that, subject to the satisfaction of certainconditions, including the sanction of the Scheme by the Court, Admission will become effectiveand that trading in the Enlarged SEC Share Capital will commence at 8.00 a.m. on4 September 2019.

Fractions of New SEC Shares will not be allotted and issued to Porta Shareholders pursuantto the Scheme and shall be aggregated, allotted, issued and sold in the market after theEffective Date.

The Scheme requires the Scheme Shareholders to vote in favour of the Scheme at the CourtMeeting, the Porta Shareholders to vote in favour of the Resolutions at the Porta GeneralMeeting and the SEC Shareholders to vote in favour of the resolutions to be proposed at theSEC General Meeting. If the Scheme becomes Effective, it will be binding on all SchemeShareholders irrespective of whether or not they attended or voted and, if they voted, whetherthey voted for or against the Scheme, at the Court Meeting or the Porta General Meeting.Upon the Scheme becoming Effective and Porta’s register of members being updated to reflectthe transfer of the Scheme Shares from the Scheme Shareholders to SEC, Porta will becomea wholly-owned subsidiary of SEC. The Scheme and Merger are conditional on, amongst otherthings:

(A) all resolutions necessary to approve and implement the Scheme, amend the articles ofassociation of Porta and approve the allotment of the Conversion Shares being dulypassed by the requisite majority or majorities at the Porta General Meeting and the CourtMeeting;

(B) the sanction of the Scheme by the Court and the Scheme becoming Effective;

(C) the passing at the SEC General Meeting of such resolution or resolutions as arenecessary to approve, implement and effect the Merger and the allotment of the NewSEC Shares and the Offeror Exchange Shares;

(D) no Qualifying SEC Shareholder having validly exercised, in the period of 30 daysfollowing the date on which the SEC Capital Increase Resolution is filed with the ItalianCompanies Registrar, its right under Article 2440, para. 6, of the Italian Civil Code torequest a court in the Republic of Italy to appoint an independent expert to make anexpert appraisal of the value of the Scheme Shares for the purposes of the Italian CivilCode;

(E) no circumstances arising since the date of the Independent Expert Appraisal which,under the provisions of the Italian Civil Code relating to contributions in kind, require SECto obtain a second expert appraisal from an independent expert (meeting therequirements of article 2343 of the Italian Civil Code) in respect of the value of theScheme Shares and which prohibit SEC from filing the statement required byArticle 2343-quater, para. 3, of the Italian Civil Code; and

(F) the Conditions and further terms not otherwise identified above to which the Scheme andthe Merger are subject, as set out in Part III of this document, either being satisfied or(with the exception of certain conditions which are not capable of waiver) waived.

If any dividend or other distribution or return of value is proposed, declared, made, paid orbecomes payable by Porta in respect of the Porta Shares on or after the date of theAnnouncement and prior to the Scheme becoming Effective, SEC will have the right to reducethe value of the consideration payable for each Porta Share by up to the amount per PortaShare of such dividend, distribution or return of value.

The SEC Shares are admitted to trading on AIM. Application will be made for the EnlargedSEC Share Capital to be admitted to trading on AIM. It is expected that, subject to thesatisfaction of certain conditions, including the sanction of the Scheme by the Court,Admission will become effective and that trading in the Enlarged SEC Share Capital willcommence at 8.00 a.m. on 4 September 2019.

Following the Meetings, it is expected that the Scheme Court Hearing will take place on2 September 2019. The Effective Date is expected to be 3 September 2019.

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If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective ofwhether or not they attended or voted and, if they voted, whether they voted for or against theScheme, at the Court Meeting or the Porta General Meeting.

Upon the Scheme becoming Effective and Porta’s register of members being updated to reflectthe transfer of the Scheme Shares from the Scheme Shareholders to SEC, Porta will becomea wholly-owned subsidiary of SEC.

3. Irrevocable undertakingsIrrevocable undertakings relating to the Scheme, the Court Meeting and the Porta GeneralMeetingThe Porta Independent Directors have irrevocably undertaken to vote in favour of the Schemeat the Court Meeting and the resolutions to be proposed at the Porta General Meeting inrespect of their own entire legal and beneficial holdings of Porta Shares (and those ofconnected persons) amounting to, in aggregate, 34,433,427 Porta Shares, representingapproximately 6.80 per cent. of the Porta Shares in issue on 7 June 2019 (being the latestpracticable date prior to the date of the Announcement) and 8.18 per cent. of the SchemeShares.

SEC has also received irrevocable undertakings to vote (or procure the vote) in favour of theScheme at the Court Meeting and the Resolutions to be proposed at the Porta GeneralMeeting from certain Porta Shareholders amounting to, in aggregate, 113,242,008 PortaShares, representing 22.36 per cent. of the Porta Shares in issue on 7 June 2019 (being thelatest practicable date prior to the date of the Announcement) and 26.91 per cent. of theScheme Shares.

SEC has therefore received irrevocable undertakings in respect of a total of147,675,435 Porta Shares, representing, in aggregate approximately 29.15 per cent. ofthe Porta Shares in issue on 7 June 2019 (being the latest practicable date prior to thedate of the Announcement), to vote in favour of the Scheme at the Court Meeting and35.09 per cent. of the Scheme Shares in issue on 7 June 2019 (being the latestpracticable date prior to the date of the Announcement) to vote in favour of theresolutions to be proposed at the Porta General Meeting.

Irrevocable undertakings relating to the SEC General MeetingFiorenzo Tagliabue and Silvia Mazzucca, his wife, have undertaken to vote in favour of theresolutions to be proposed at the SEC General Meeting to approve the Merger and relatedmatters in respect of their own legal and beneficial holdings of SEC Shares (and thoseconnected persons) amounting to, in aggregate, 8,920,100 SEC Shares, representingapproximately 66.06 per cent. of the existing issued share capital of SEC.

Further details of these irrevocable undertakings (including the circumstances in which theycease to become binding) are set out in paragraph 8 of Part VIII of this document.

4. Information relating to Porta and current trading and prospectsInformation on Porta and its current trading and prospects is set out in paragraph 6 of Part 1of this document.

5. RGL Debt ConversionUnder the terms of the Convertible Loan Agreement, RGL agreed to make available to Porta aconvertible loan facility of £5,687,328.16 on the terms and subject to the conditions set out inthe Convertible Loan Agreement.

RGL has now entered into an undertaking in favour of Porta pursuant to which RGL hasagreed to capitalise £5,303,727.43 (the “Relevant Debt”) of the capital and interest owing byPorta to RGL under the Convertible Loan Agreement into 530,372,743 new Porta Shares (the“Conversion Shares”). RGL has undertaken that: (i) immediately following the release of theAnnouncement, it shall deliver a conversion notice to Porta (and that notice has beendelivered); (ii) subject to the Resolutions to be proposed at the Porta General Meeting havingbeen approved by the requisite majorities and to the Scheme having become Effectivepursuant to its terms, RGL applies to Porta for the allotment to RGL of the Conversion Sharesin full and final settlement of the Relevant Debt; (iii) RGL acknowledges that the Conversion

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Shares will be allotted to RGL subject to the terms and conditions set out in the New PortaArticles; and (iv) RGL acknowledges that the Conversion Shares when allotted to RGL will besubject to a compulsory acquisition right to be set out in the New Porta Articles which whenexercised will result in RGL acquiring the Offeror Exchange Shares in exchange for theConversion Shares. RGL and Porta have agreed that, subject to and on the Scheme havingbecome Effective pursuant to its terms, the Convertible Loan Agreement will be amended andrestated to reflect the terms and conditions on which the remaining capital owing by Porta toRGL under the Convertible Loan Agreement following the allotment of the Conversion Shareswill be lent. The remaining capital owing following the allotment of the Conversion Shares willbe £383,600.73. The terms and conditions of the amended and restated Convertible LoanAgreement will include a repayment date of 10 April 2024 and no interest. RGL shall have theoption under the amended and restated Convertible Loan Agreement to convert on(i) completion of any transaction, dealing, sale or disposal the effect of which is that there is atransfer of 100 per cent. of the shares in SEC or the whole or a substantial part of SEC’sbusiness or assets or (ii) otherwise on the repayment date all of the capital and/or interestowing on such date into shares in SEC, subject to the restriction that, if such conversionwould result in RGL and its affiliates (or any of them) holding more than 29.99 per cent. of thecapital of SEC, the number of shares in SEC that RGL is able to receive under thatconversion will be limited to an amount that would ensure that RGL and its affiliates (or any ofthem) hold no more than 29.99 per cent. of the capital of SEC. Should that restriction applyon a conversion on the repayment date, any capital and/or interest that remains owing to RGLmust be repaid in cash and such amounts will attract an interest rate of 4 per cent.

SEC has entered into an undertaking in favour of RGL which contains certain undertakingsfrom RGL and SEC in respect of the sale and purchase of the Conversion Shares by RGL inexchange for the allotment of the Offeror Exchange Shares. SEC has undertakenthat: (i) subject to the Resolutions to be proposed at the Porta General Meeting having beenapproved by the requisite majorities, to the Scheme having become Effective pursuant to itsterms and the Conversion Shares having been allotted to RGL, SEC shall exercise, or procurethe exercise of, the compulsory acquisition right to be set out in the New Porta Articles whichwhen exercised will result in RGL acquiring the Offeror Exchange Shares in exchange for theConversion Shares; (ii) SEC shall convene the SEC General Meeting to seek the requisiteauthority required by SEC in respect of the allotment of the Offeror Exchange Shares to RGL;(iii) subject to the resolutions to be proposed at the SEC General Meeting having beenapproved by the requisite majorities and the Scheme having become Effective pursuant to itsterms, SEC shall allot the Offeror Exchange Shares to RGL and SEC has further undertakenthat; (a) the Offeror Exchange Shares shall be allotted to RGL credited as fully paid up incash and having the rights attributed to them as set out in SEC’s by-laws; (b) the OfferorExchange Shares shall be allotted to RGL free from all encumbrances; (c) the OfferorExchange Shares be allotted to RGL on terms that they will rank equally in all respects withthe Offeror Shares in issue on the date the Scheme becomes effective; (d) SEC hasundertaken to submit an application for admission to the London Stock Exchange; and (e) topay all such fees and to supply all such information, give all such undertakings, execute allsuch deeds and documents and generally do all such things as may be required by theLondon Stock Exchange in connection with admission of the Offeror Exchange Shares totrading on AIM.

6. Hawk BondPorta issued a £4,460,243 discounted capital bond in favour of Hawk on 3 August 2017 (the“Hawk Bond”). Porta and Hawk have now entered into a deed of variation relating to theHawk Bond pursuant to which they have agreed to extend the redemption date referred to inthe Hawk Bond from 14 April 2021 to 14 April 2023 and, as a consequence, to increase thenominal value of the Hawk Bond to £4,841,748 thereby reducing the implied interest rate from8 per cent. to 6 per cent. per annum, in each case subject to the Scheme having becomeEffective pursuant to its terms.

7. Information relating to SEC and current trading and prospectsInformation on SEC and current trading and prospects is set out in paragraph 7 of Part 1 ofthis document.

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8. Financial effects of the MergerUnder the terms of the Merger, Scheme Shareholders will receive 1 New SEC Share for every88.495572 Scheme Share held.

The following table shows, for illustrative purposes only and on the bases and assumptions setout in the notes below, the financial effects on capital value for a holder of 88.4955752 PortaShares if the Scheme becomes Effective. The table below compares the value of the Mergeron:

(A) as at 9 April 2019 (being the last business day prior to the commencement of the OfferPeriod) using the market value of Porta Shares and SEC Shares; and

(B) the Latest Practicable Date.

(A) (B)Note pence pence

Increase in capital valueMarket value of 1 New SEC Share (1) 77.50 75.00Market value of 88.4955752 Porta Shares (2) 84.07 46.90Increase / (decrease) in capital value (3) (6.57) 28.10Representing an increase/ (decrease) in capital valueof approximately (4) (7.8) per cent. 59.9 per cent.

Notes:1. The market value of the New SEC Shares is based on the Closing Price of (A) 77.50p a SEC Share on 9 April 2019

(being the last business day prior to the commencement of the Offer Period), and (B) 75.00p on the Latest PracticableDate.

2. The market value of 88.4955752 Porta Shares implied by the Merger Ratio is based on the Closing Price of (A) 0.95p aPorta Share on 9 April 2019 (being the last business day prior to the commencement of the Offer Period), and (B) 0.53pon the Latest Practicable Date multiplied by ratio of 88.4955752 Porta Shares for each New SEC Share.

3. The increase / (decrease) in capital value compares the values shown in (1) and (2). No account has been taken anycosts associated with the Merger or other potential effects of the Merger. In assessing the financial effects on the capitalposition of the Scheme Shareholders, no account has been taken of any potential liability to taxation of a SchemeShareholder, or a beneficial owner of Scheme Shares. The attention of beneficial owners of Scheme Shares andScheme Shareholders is drawn to Part 19 (Taxation) of this document. The tax implications of the financial effects of theMerger will depend on the individual circumstances of each beneficial owner of Scheme Shares and SchemeShareholder. Beneficial owners of Scheme Shares and Scheme Shareholders should consult their own tax advisers.

4. Presents the increase / (decrease) in capital value as a proportion of (2) in percentage terms.

The table above takes no account of taxation, which may vary depending on each PortaShareholder’s personal circumstances.

On a pro forma basis and assuming that the Scheme had become Effective on 31 December2018, the Combined Group would have had net assets of £18,105,000 (based on the netassets of SEC at 31 December 2018 and Porta as at 31 December 2018).

The SEC Directors believe that the Merger will be earnings dilutive in the financial year ending31 December 2019. This statement does not constitute a profit forecast and should not betaken to imply that the reported earnings for the Combined Group for the financial year ending31 December 2019 will be higher than SEC’s reported earnings for the previous financial year.As at the close of business on the Latest Practicable Date, the Combined Group would havehad a combined market capitalisation of approximately £18.2 million(1).

9. SEC dividendsThe SEC Directors recognise that a dividend is an important part of a shareholder’s return.While the strategy is one of growth, the underlying businesses are established and generate areturn in cash. Accordingly, the SEC Directors intend to pay a modest dividend, annually(pursuant to Italian regulations) and adopt a progressive policy, assuming that it is prudent todo so at the time.

10. Background to and reasons for the MergerInformation relating to the background to and reason for the Merger is set out in paragraph 3of Part I of this document.

(1) Based on the Enlarged SEC Share Capital of 24,250,907 SEC Shares multiplied by the Closing Price of an SEC Share on theLatest Practicable Date of 75 pence.

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11. Directors, management, employees, research and development and locationsInformation relating to the directors, management, employees, research and development andlocations is set out in paragraph 10 of Part I of this document.

12. Porta Independent Directors and the effect of the Scheme on their interestsDetails of the interests of the Porta Independent Directors in the share capital of Porta are setout in sub-paragraph 6.1 of Part VIII of this document. Porta Shares held by all of the PortaIndependent Directors at the Scheme Record Time will be subject to the Scheme.

The Porta Independent Directors have irrevocably undertaken to vote (or procure the vote) infavour of the Scheme at the Court Meeting and the Resolutions proposed at the Porta GeneralMeeting, as described in paragraph 3 of this Part II above.

Save as set out in this document, the effect of the Scheme on the interests of the PortaIndependent Directors does not differ from its effect on the like interest of any other person.

In common with other employees who hold options granted pursuant to the Porta ShareScheme, no proposals will be made to the Porta Independent Directors in respect of theiroptions granted under the Porta Share Scheme.

Following the Scheme becoming Effective, the Porta Independent Directors will be interested,in aggregate, in approximately 389,096 New SEC Shares, representing approximately 2.13 percent. of the Enlarged Share Capital following the Effective Date and approximately 1.60 percent. of the Enlarged Share Capital following the RGL Debt Conversion.

Details of the service contracts (including the termination provisions and payments) or lettersof appointment of the Porta Directors are set out in paragraph 11 of Part VIII of this document.

13. Porta Share SchemeOptions granted pursuant to the Porta Share Scheme which are not already exercisable, willbecome exercisable immediately after the Court sanctions the Scheme at the Scheme CourtHearing.

As all of the outstanding options granted under the Porta Share Scheme are substantially“underwater”, no further proposals will be made to such participants.

Any Porta Shares issued pursuant to the exercise of options under the Porta Share Schemeprior to the Scheme Record Time will be subject to the terms of the Scheme. Porta will notissue any shares after the Scheme Record Time until after the Effective Date.

As set out in the Scheme Resolution, an amendment to the Articles is being proposed at thePorta General Meeting to the effect that any Porta Shares allotted and issued pursuant to theexercise of an option under the Porta Share Scheme (which are not subject to the Scheme)will be automatically transferred to, and purchased by, SEC on the same terms as the Merger.

Participants in the Porta Share Scheme will receive separate explanatory letters explaining theeffect of the Scheme on their underwater options and the action they may take in respect oftheir outstanding options granted pursuant to the Porta Share Scheme. No appropriateproposals will therefore be made.

As the rules of the Porta Share Scheme provide that the options may be exercised for aperiod of six months after the Court sanctions the Scheme at the Scheme Court Hearing, theparticipants will be asked to enter in deeds of surrender in relation to their subsisting options,to take effect from the Effective Date.

14. SEC shareholder approval and Admission DocumentThe Merger will constitute a reverse takeover for SEC for the purposes of the AIM Rules and,accordingly, SEC is required to seek the approval of its shareholders for the Merger at theSEC General Meeting. Application will be made for the admission of the Enlarged SEC ShareCapital to trading on AIM. It is expected that, subject to the satisfaction of certain conditions,including the sanction of the Scheme by the Court, Admission will become effective and thattrading in the Enlarged SEC Share Capital will commence at 8.00 a.m. on 4 September 2019.

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The Merger is conditional upon, amongst other things, certain resolutions (including in relationto the reverse takeover of SEC) being passed by the SEC Shareholders at the SEC GeneralMeeting which has been convened for 11.30 a.m. (CEST) on 22 July 2019 (and, if necessary,11.30 a.m. (CEST) on 23 July 2019). SEC has today published a circular containing, amongstother things, notice of the SEC General Meeting.

SEC has also published an Admission Document in connection with the Merger and the issueof the New SEC Shares to be issued in connection with the Merger, a copy of which isavailable on SEC’s website at www.secglobal.com/investors.

15. Permitted Merger-related arrangementsConfidentiality Agreement

On 23 April 2019, Porta and SEC entered into the Confidentiality Agreement in customaryform in relation to the proposed transaction. The Confidentiality Agreement contained certainundertakings in relation to the use and non-disclosure of certain confidential information.

The Confidentiality Agreement also contained provisions prohibiting, subject to certainexceptions in relation to general advertising and recruitment agencies, the solicitation ofemployees or officers of each of Porta or SEC. These restrictions were binding for the durationof the restricted period which, in this context, is the period commencing on the date of theConfidentiality Agreement and ending 18 months thereafter.

The Confidentiality Agreement also contained certain restrictions on each of Porta and SEC inrelation to the acquisition of securities in the other. These restrictions were to remain in placefor the standstill period which, in this context, is the period commencing on the date of theConfidentiality Agreement and ending 9 months thereafter. The restrictions on the acquisitionof securities set out in the Confidentiality Agreement cease to apply if, among other matters,during the standstill period either party announces a firm intention to make an offer to acquirethe other party in accordance with Rule 2.7 of the Code which is recommended by the boardof Porta.

16. The Scheme16.1 Introduction

The Merger is being implemented by means of a scheme of arrangement between Porta andthe Scheme Shareholders pursuant to the provisions of Part 26 of the Act, details of which areset out in full in Part VII of this document.

The purpose of the Scheme is to enable SEC to become the owner of the entire issued andto be issued share capital of Porta. This is to be achieved by the transfer of the SchemeShares held by Scheme Shareholders to SEC and/or its nominee(s) in consideration for whichholders of Scheme Shares will receive New SEC Shares on the basis set out in paragraph 2of this Part II.

To become Effective, the Scheme requires, amongst other things, the approval of a majority innumber of those Scheme Shareholders present and voting (and entitled to vote) either inperson or by proxy at the Court Meeting, representing not less than 75 per cent. in value of allScheme Shares voted by such Scheme Shareholders and the passing of the SchemeResolution to implement the Scheme at the Porta General Meeting. The Scheme also requiresthe sanction of the Court as well as the satisfaction (or waiver (if capable of waiver)) of theother Conditions set out in Part III of this document. Upon the Scheme becoming Effective, itwill be binding on all Scheme Shareholders, irrespective of whether or not they attended orvoted and, if they voted, whether they voted for or against the Scheme, at the Court Meetingor the Porta General Meeting.

The last day of dealings in, and for registration of transfers of, Porta Shares will be3 September 2019, being the business day following the Scheme Court Hearing.

Prior to the Scheme becoming Effective, application will be made to the London StockExchange to cancel the trading in Porta Shares on AIM. It is expected that this will take effecton the Effective Date or shortly thereafter.

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On the Effective Date, each certificate representing a holding of Porta Shares subject to theScheme will be cancelled. Share certificates in respect of such shares will cease to be validand every Porta Shareholder will be bound at the request of Porta to deliver up to Porta, or toany person appointed by Porta, the share certificate(s) for cancellation, or to destroy them. Asfrom the Scheme Record Time, each holding of Scheme Shares credited to any stock accountin CREST will be disabled and all Scheme Shares will be removed from CREST in duecourse.

Following the Scheme Court Hearing and prior to the Scheme Record Time, Porta may allotand issue Porta Shares pursuant to the exercise of options under the Porta Share Scheme.Porta will not issue any shares after the Scheme Record Time until after the Effective Date.

16.2 The MeetingsThe Scheme is subject to the satisfaction (or waiver (if capable of waiver)) of the Conditionsset out in Part III of this document. To become Effective, the Scheme will also require theapproval by Scheme Shareholders of a resolution at the Court Meeting and the passing of theResolutions by Porta Shareholders at the Porta General Meeting.

Notices of the Court Meeting and the Porta General Meeting are set out in Parts X and XI ofthis document respectively. Save as set out below, all holders of Porta Shares whose namesappear on the register of members of Porta at the Voting Record Time or, if either the CourtMeeting or the Porta General Meeting are adjourned, on the register of members of Porta at6.30 p.m. on the date two days before the date set for the adjourned Meeting, shall be entitledto attend and vote at the relevant Meeting in respect of the number of Porta Shares registeredin their name at the relevant time.

The Court Meeting

The Court Meeting, which has been convened for 11.00 a.m. on 29 July 2019, is being heldat the direction of the Court to seek the approval of Scheme Shareholders for the Scheme(with or without modification or addition).

At the Court Meeting, voting will be by way of poll and not on a show of hands and eachScheme Shareholder present in person or by proxy will be entitled to one vote for eachScheme Share held. Scheme Shareholders and all holders of Porta Shares have the right toraise any objections they may have to the Scheme at the Court Meeting. The Scheme mustbe approved by a majority in number of those Scheme Shareholders present and voting, eitherin person or by proxy, representing 75 per cent. or more in value of all Scheme Shares votedby such Scheme Shareholders. The result of the poll will be posted on Porta’s website.

It is important that, for the Court Meeting, as many votes as possible are cast so thatthe Court may be satisfied that there is a fair and reasonable representation of SchemeShareholder opinion. You are therefore strongly urged to complete and return your pinkForm of Proxy for use at the Court Meeting as soon as possible and in any event soas to be received by no later than 11.00 a.m. on 25 July 2019 and to complete andreturn your white Form of Proxy for use at the Porta General Meeting as soon aspossible and in any event so as to be returned by no later than 11.15 a.m. on 25 July2019 (or in the case of an adjourned meeting, not less than 48 hours prior to the timeand date set for the adjourned meeting). Detailed instructions on the action to be takenare set out in paragraph 22 of this Part II.

As a result of its interest in the Merger, SEC will be precluded from voting at the CourtMeeting in respect of its Porta Shares, and therefore the Porta Shares held by it will not counttowards the majority required to approve the Scheme. SEC will be entitled to vote at the PortaGeneral Meeting.

You will find the notice of the Court Meeting set out in Part X of this document. Detailedinstructions on the action to be taken are set out in paragraph 22 of this Part II.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their SchemeShares at the Court Meeting. Scheme Shareholders are also entitled to appoint more than oneproxy provided each proxy is appointed to exercise rights attached to different shares (so aScheme Shareholder must have more than one Scheme Share to be able to appoint more

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than one proxy). A space has been included in the pink Form of Proxy to allow SchemeShareholders entitled to attend and vote at the Court Meeting to specify the number ofScheme Shares in relation to which that proxy is appointed.

Scheme Shareholders who wish to appoint more than one proxy in respect of theirshareholding should complete a separate pink Form of Proxy for each proxy appointed. SuchScheme Shareholders should read the information regarding the appointment of multipleproxies set out on pages 6 to 7 (inclusive) of this document and the related notes contained inthe pink Form of Proxy. Further copies of the pink Form of Proxy may be obtained fromEquiniti on 0371 384 2050 (from within the UK) or on +44 (0)121 415 0259 (from outside theUK) or photocopies of the pink Form of Proxy may be taken.

The Porta General Meeting

The Porta General Meeting has been convened for 11.15 a.m. on 29 July 2019 (or as soonthereafter as the Court Meeting has been concluded or adjourned), to consider and, if thoughtfit, pass the Resolutions (which, in the case of the Scheme Resolution and the resolution todisapply pre-emptive rights requires votes in favour representing 75 per cent. or more of thevotes cast at the Porta General Meeting, whether in person or by proxy) to approve variousprovisions necessary to implement the Scheme, including:

(A) grant authority to the Porta Independent Directors to take all actions as they mayconsider necessary or appropriate to give effect to the Scheme;

(B) grant authority to the Porta Directors to allot the Conversion Shares; and

(C) certain amendments to Porta’s Articles as described below.

It is proposed that the Articles be amended so as to ensure that any Porta Shares issued ator after the adoption of the New Articles but on or before the Scheme Record Time will besubject to the terms of the Scheme and that any Porta Shares issued after the SchemeRecord Time, including Porta Shares issued pursuant to the exercise of options outstandingunder the Porta Share Scheme will automatically be transferred to, or purchased by, the SECon the same terms as the Merger. This amendment will avoid any person (other than SEC)holding shares in the capital of Porta after the Effective Date. In addition, it is proposed thatthe Articles be amended to incorporate the compulsory acquisition right which when exercisedwill result in RGL transferring the Conversion Shares to SEC in exchange for the allotment andissue of the Offeror Exchange Shares.

Voting on the Resolutions will be on a show of hands unless a poll is demanded. Thechairman of the Porta General Meeting reserves the right to demand that the vote of PortaShareholders be held by way of a poll and, in such event, each Porta Shareholder present inperson or by proxy will be entitled to one vote for every Porta Share held.

You will find the notice of the Porta General Meeting set out in Part XI of this document. Thequorum for the Porta General Meeting will be two or more Porta Shareholders present inperson or by proxy. Detailed instructions on the action to be taken are set out in paragraph 22of this Part II.

Porta Shareholders are entitled to appoint a proxy in respect of some or all of their PortaShares at the Porta General Meeting. Porta Shareholders are also entitled to appoint morethan one proxy provided each proxy is appointed to exercise rights attached to different shares(so a Porta Shareholder must have more than one Porta Share to be able to appoint morethan one proxy). A space has been included in the white Form of Proxy to allow PortaShareholders entitled to attend and vote at the Porta General Meeting to specify the numberof Porta Shares in relation to which that proxy is appointed.

Porta Shareholders who wish to appoint more than one proxy in respect of their shareholdingshould complete a separate Form of Proxy for each proxy appointed. Such Porta Shareholdersshould read the information regarding the appointment of multiple proxies set out on pages6 to 7 (inclusive) of this document and the related notes contained in the white Form of Proxy.Further copies of the white Form of Proxy may be obtained from Equiniti on 0371 384 2050(from within the UK) or on +44 (0)121 415 0259 (from outside the UK) or photocopies of thewhite Form of Proxy may be taken.

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16.3 The Court HearingsUnder the Act, the Scheme also requires the sanction of the Court.

The Scheme Court Hearing to sanction the Scheme is expected to be held on 2 September2019 at 7 Rolls Buildings, Fetter Lane, London EC4A 1NL. All Porta Shareholders are entitledto attend the Scheme Court Hearing in person or through counsel or other suitably qualifiedpersons to support or oppose the sanction of the Scheme. Following the Scheme CourtHearing and on or prior to the Scheme Record Time, Porta may allot and issue Porta Sharespursuant to the exercise of the options pursuant to the Porta Share Scheme.

The Scheme will become Effective in accordance with its terms on the delivery of a copy ofthe Scheme Court Order to the Registrar of Companies. The Effective Date is expected to beon or around 3 September 2019.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective ofwhether or not they attended or voted in favour of the Scheme at the Court Meeting or infavour of the Resolutions (including the Scheme Resolution) at the Porta General Meeting.

If the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date or such laterdate (if any) as Porta and SEC may agree or the Court may think fit to approve or impose, theScheme will not become Effective and the Merger will not proceed.

16.4 Modifications to the SchemeThe Scheme contains a provision for Porta and SEC jointly to consent, on behalf of allpersons affected, to any modification of, or addition to, the Scheme or to any conditionapproved or imposed by the Court. The Court would be unlikely to approve any modificationof, or addition to, the Scheme or to approve or impose a condition to the Scheme which mightbe material to the interests of the Scheme Shareholders unless Scheme Shareholders wereinformed of any such modification, addition or condition. It would be a matter for the Court todecide, in its discretion, whether or not a further meeting of Scheme Shareholders should beheld in these circumstances. Similarly, if a modification, addition or condition is put forwardwhich, in the opinion of the Porta Directors, is of such a nature or importance that it requiresthe consent of Scheme Shareholders at a further meeting, the Porta Directors will not take thenecessary steps to enable the Scheme to become Effective unless and until such consent isobtained.

16.5 Alternative means of implementing the MergerSEC has reserved the right (subject to the consent of the Panel) to implement the Merger byway of an Offer at any time before the Scheme becomes Effective, or following its withdrawal,in which case additional documents will be despatched to Porta Shareholders. In such event,the Offer will (subject to the Panel and unless otherwise agreed) be implemented on the sameterms (subject to appropriate amendments, including (without limitation) the inclusion of anacceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 percent.) as SEC may determine) of the shares to which such Offer relates), so far as applicableas those which would apply to the implementation of the Merger by means of the Scheme.

16.6 Conditions to the MergerThe Merger and, accordingly, the Scheme are subject to a number of conditions set out in fullin Part III of this document. In summary, the implementation of the Scheme is conditionalupon, amongst other things:

(A) the Scheme being approved by a majority in number representing 75 per cent. or morein value of the holders of Scheme Shares, present and voting, either in person or byproxy, at the Court Meeting, or any adjournment thereof;

(B) the Scheme Resolution required to approve and implement the Scheme set out in thenotice of the Porta General Meeting being passed by the requisite majority at the PortaGeneral Meeting, or any adjournment thereof;

(C) the Scheme being sanctioned (with or without modification or addition) and a copy of theScheme Court Order being delivered to the Registrar of Companies;

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(D) no Qualifying SEC Shareholder having validly exercised, in the period of 30 daysfollowing the date on which the SEC Capital Increase Resolution is filed with the ItalianCompanies Registrar, its right under Article 2440, para. 6, of the Italian Civil Code torequest a court in the Republic of Italy to appoint an independent expert to make anexpert appraisal of the value of the Scheme Shares for the purposes of the Italian CivilCode;

(E) no circumstances arising since the date of the Independent Expert Appraisal which,under the provisions of the Italian Civil Code relating to contributions in kind, require SECto obtain a second expert appraisal from an independent expert (meeting therequirements of article 2343 of the Italian Civil Code) in respect of the value of theScheme Shares and which prohibit SEC from filing the statement required byArticle 2343-quater, para. 3, of the Italian Civil Code; and

(F) the other Conditions (set out in Part III of this document) which are not otherwisesummarised in sub-paragraphs (A) to (E) above being satisfied (or waived (if capable ofwaiver)).

17. Overseas Shareholders17.1 General

The distribution of this document, the Admission Document and the allotment and issue of theNew SEC Shares in jurisdictions other than the United Kingdom may be restricted by law. Noaction has been taken by Porta or SEC to obtain any approval, authorisation or exemption topermit the allotment or issue of the New SEC Shares or the possession or distribution of thisdocument and the Admission Document (or any other publicity material relating to the NewSEC Shares) in any jurisdiction, other than in the United Kingdom.

The implications of the Scheme and the Merger for Overseas Shareholders may be affectedby the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should informthemselves about, and observe, any applicable legal requirements. It is the responsibility ofany Overseas Shareholders to satisfy themselves as to the full observance of the laws andregulatory requirements of the relevant jurisdiction in connection therewith, including theobtaining of any governmental, exchange control or other consents which may be required, thecompliance with other necessary formalities and the payment of any issue, transfer or othertaxes or duties or payments due in such jurisdiction. Any failure to comply with suchrestrictions or requirements may constitute a violation of the securities laws of any suchjurisdiction.

This document has been prepared for the purposes of complying with English law, the Code,the Rules of the London Stock Exchange and the AIM Rules and the information disclosedmay not be the same as that which would have been disclosed if this document had beenprepared in accordance with the laws and regulations of any jurisdiction outside England andWales.

No SEC Shares or any other securities of SEC have been marketed to, nor are any availablefor purchase, in whole or in part, by the public in the United Kingdom or elsewhere inconnection with the Merger or the Scheme or Admission. This document does not constituteor form part of any offer or invitation to purchase, subscribe for, sell or issue, or anysolicitation of any offer to purchase, subscribe for, sell or issue, SEC Shares or any othersecurities in SEC.

If, in respect of any Overseas Shareholder, SEC is advised that the allotment and issue tosuch Overseas Shareholder of New SEC Shares would or might infringe the laws of therelevant jurisdiction or would or might require SEC to obtain or observe any governmental orother consent or any registration, filing or other formality with which SEC is unable to comply,or compliance with which SEC regards as unduly onerous, then SEC may:

(A) determine in its sole discretion that the New SEC Shares to which such OverseasShareholder is entitled shall be sold, in which event the New SEC Shares shall beissued to such Overseas Shareholder and SEC shall appoint a person to act as trusteefor such Overseas Shareholder and such person shall be authorised as attorney onbehalf of such Overseas Shareholder to procure that any New SEC Shares in respect ofwhich SEC has made such determination shall be sold; or

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(B) where SEC is advised that the procedure in sub-paragraph (A) above would or might beunlawful in a particular jurisdiction or would or might require SEC to obtain or observeany governmental or other consent or any registration, filing or other formality with whichSEC is unable to comply or compliance with which SEC regards as unduly onerous,determine in its sole discretion that the New SEC Shares to which such OverseasShareholder is entitled shall instead be allotted and issued to Porta, who shall beappointed by SEC as nominee for such Overseas Shareholder and such NewSEC Shares shall be sold on his behalf by the nominee,

in either case, as soon as practicable after the Effective Date.

Any sale under sub-paragraphs (A) or (B) above shall be carried out at the best price whichcan be reasonably obtained at the time of sale, and the net proceeds of such sale, afterdeduction of all expenses and commission, including any amount in respect of VAT or anyapplicable sales tax payable thereon, shall be delivered by cheque (by first class post (or suchother method as may be approved by the Panel)) to such Overseas Shareholder. To giveeffect to any such sale, the person or nominee so appointed (as the case may be) shall beauthorised as attorney on behalf of such Overseas Shareholder to execute and deliver a formof transfer and to give such instructions and do all such things which he may considernecessary or expedient in connection with such sale. In the absence of bad faith or wilfuldefault, none of Porta, SEC, the person or the nominee so appointed or any agent of any ofthem shall have any liability for any loss arising as a result of the timing or terms of any suchsale.

17.2 Notice to Hong Kong Porta ShareholdersWARNINGThe contents of this document have not been reviewed by any regulatory authority in HongKong. You are advised to exercise caution in relation to the offer. If you are in any doubt aboutany of the contents of this document, you should obtain independent professional advice.

This document is not to be released, issued, copied, published or distributed, in whole or inpart, directly or indirectly to any person in Hong Kong who is not a shareholder of Porta at thedate hereof.

17.3 Notice to Australian Porta ShareholdersThe Merger relates to the shares of a UK company and is to be made by means of a schemeof arrangement provided for under English company law. The offer of SEC Shares under theScheme will be made in Australia in reliance on the relief from the requirements ofChapter 6D of the Corporations Act 2001 (Cth) granted by ASIC Corporations (Compromisesor Arrangements) Instrument 2015/358. Accordingly, this document is not a prospectus or otherdisclosure document for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) andno such prospectus or other disclosure document will be provided to Australian investors inconnection with the Merger. The Merger is subject to the disclosure requirements andpractices applicable in the UK to schemes of arrangement, which may differ from therequirements of Australian schemes of arrangement. However, if SEC exercises its right, in thecircumstances provided for in this document, to implement the Merger by way of an Offer, anyoffer of securities in connection with such Offer will only be made in Australia if an exemptionor relief from the requirements to issue a prospectus or other disclosure document underChapter 6D of the Corporations Act 2001 (Cth) is available.

17.4 Other overseas securities lawsUnless otherwise determined by SEC or required by the Code, and permitted by applicablelaw and regulation, the Merger will not be made available, directly or indirectly, in, into or froma jurisdiction where to do so would violate the laws in that jurisdiction and no person may votein favour of the Merger by any such use, means, instrumentality or form within any jurisdictionif to do so would constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this document and all documents relating to the Merger are not being,and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in,into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and

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persons receiving this document and all documents relating to the Merger (includingcustodians, nominees and trustees) must not mail or otherwise distribute or send them in, intoor from such jurisdictions where to do so would violate the laws in that jurisdiction.

18. Taxation18.1 UK taxation

Any person who is in any doubt as to his or her tax position, or who is subject totaxation in any jurisdiction other than that of the UK, should consult his or herprofessional advisers.

The comments set out below refer to certain limited aspects of the United Kingdomtaxation treatment of Scheme Shareholders resident in the United Kingdom and do notpurport to be either (i) a complete analysis of all tax considerations relating to theScheme and their holding of New SEC Shares or (ii) an analysis of the tax position ofPorta or SEC. The following statements do not constitute tax advice and are intendedonly as a general guide to current UK tax law and published practice of HMRC, both ofwhich are subject to change at any time, possibly with retrospective effect.

The comments are intended as a general guide and apply only to SchemeShareholders who are resident for tax purposes in the UK, who hold their SchemeShares and will hold their New SEC Shares as an investment and who are the absolutebeneficial owners of their Scheme Shares and will be the absolute beneficial owners oftheir New SEC Shares (other than under a Self-Invested Personal Pension or throughan Individual Savings Account). These comments may not apply to certain classes ofScheme Shareholders who are subject to different tax rules, such as charities, dealersin securities, persons holding or acquiring shares in the course of a trade, personswho have or could be treated for tax purposes as having acquired their SchemeShares or New SEC Shares by reason of their employment, collective investmentschemes, persons subject to UK tax on the remittance basis and insurance companies.Scheme Shareholders are encouraged to consult an appropriate independentprofessional tax adviser in respect of their personal tax position.

(A) Taxation of Chargeable Gains

(i) The Scheme

The Scheme Shareholders will receive New SEC Shares as consideration for thetransfer of their Scheme Shares.

(ii) New SEC Shares

Subject to the comments made below, the receipt of New SEC Shares by SchemeShareholders pursuant to the Scheme should be treated as an exchange ofsecurities for the purposes of section 135 of the Taxation of Chargeable GainsAct 1992 (“TCGA”). This means that the Scheme Shareholders should not betreated as disposing of the proportion of their Scheme Shares which are exchangedfor New SEC Shares and, instead, the New SEC Shares received by them shouldbe treated for UK tax purposes as the same asset, acquired at the same time asthe Scheme Shares in respect of which they are issued as consideration.

In the case of Scheme Shareholders who alone, or together with persons connectedwith them, hold 5 per cent. or more of the Scheme Shares, such “rollover” treatmentwill only apply if the provisions of section 137(1) of the TCGA do not prevent it(exchange must be for bona fide commercial purposes and not as part of a schemefor the avoidance of UK tax). No clearance has been sought from HMRC confirmingthat section 137(1) of the TCGA should not prevent the rollover treatment. If theScheme is not treated as an exchange of securities, UK resident SchemeShareholders who alone, or together with persons connected with them, hold 5 percent. or more of the Scheme Shares would be treated for the purposes of taxationon chargeable gains as having disposed of their holding of Scheme Shares inconsideration of the issue to them of the New SEC Shares pursuant to the Scheme.

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(iii) Future disposals

A disposal or deemed disposal of New SEC Shares by a Scheme Shareholder, whois (at any time in the relevant tax year in the UK) resident in the UK for taxpurposes, may give rise to a chargeable gain or an allowable loss for the purposesof taxation of chargeable gains in the UK, depending on the Scheme Shareholder’scircumstances and subject to any available exemption or relief. The gain will becalculated as the difference between the sale proceeds and any allowable costsand expenses, including the base cost of the New SEC Shares (which would equalthe original base cost in the Scheme Shares where rollover treatment applies).

Scheme Shareholders who are not resident in the UK for tax purposes but whocarry on a trade, profession or vocation in the UK through a branch, agency or fixedplace of business in the UK may be liable to UK taxation on chargeable gains onany gain on a disposal or deemed disposal of their New SEC Shares, if those NewSEC Shares are or have been held, used or acquired for the purposes of thattrade, profession or vocation or for the purposes of that branch, agency or fixedplace of business.

(iv) Individuals

The amount of capital gains tax, if any, payable by a Scheme Shareholder who isan individual resident in the United Kingdom for tax purposes will depend on his orher own personal tax position. No tax should be payable on any gain realised onthe disposal if the amount of the net chargeable gains realised by a SchemeShareholder, when aggregated with other net gains realised by that SchemeShareholder in the year of assessment (and after taking account of allowablelosses), does not exceed the annual exemption (the annual exemption for the taxyear ending 5 April 2020 is £12,000). Broadly, at current rates (and subject to theavailability of any applicable reliefs), any gains in excess of this amount will betaxed at a rate of 10 per cent. for a taxpayer paying tax at the basic rate and20 per cent. for higher and additional rate taxpayers. Where the gains of a basicrate taxpayer subject to capital gains tax exceed the unused part of their basic rateband, that excess will be subject to tax at the higher (currently 20 per cent.) rate.

A Scheme Shareholder who is an individual and who acquires New SEC Shareswhilst a resident of the UK but who subsequently ceases to be resident for taxpurposes in the UK for a period of five years or less and who disposes of the NewSEC Shares during that period may be liable, on his or her return to the UK, tocapital gains tax (subject to any available exemption or relief).

(v) Corporation tax payers

A gain on the disposal or deemed disposal of New SEC Shares by a SchemeShareholder within the charge to UK corporation tax will form part of the SchemeShareholder’s profits chargeable to corporation tax (the rate of which is currently19 per cent., although the UK Government has announced its intention to reducethe rate to 17 per cent. for financial years beginning on or after 1 April 2020).

(B) Taxation of Dividends on New SEC Shares

(i) Individuals

UK resident individuals are granted an annual tax-free dividend allowance, which iscurrently £2,000. References to “£2,000” below are to the current dividendallowance, which is subject to change. Accordingly, a Scheme Shareholder who isan individual resident in the UK for tax purposes and who receives a dividend fromSEC will not pay any income tax on the first £2,000 of dividend income they receive(whether from SEC or elsewhere). Any dividend income received (including the first£2,000) will be treated as the top slice of the Scheme Shareholder’s income.

A Scheme Shareholder who (taking account of dividend receipts) is not liable to UKincome tax at either the higher or the additional rate will be subject to UK incometax on any dividend income in excess of £2,000 at the rate of 7.5 per cent.

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A Scheme Shareholder who is liable to UK income tax at the higher rate will besubject to UK income tax on any dividend income in excess of £2,000 at the rate of32.5 per cent. to the extent that the dividend income in excess of £2,000 fallsabove the threshold for the higher rate of UK income tax but below the thresholdfor the additional rate of UK income tax.

A Scheme Shareholder who is liable to UK income tax at the additional rate will besubject to UK income tax on any dividend income in excess of £2,000, at the rateof 38.1 per cent. to the extent that the dividend income in excess of £2,000 fallsabove the threshold for the additional rate of UK income tax.

(ii) Companies

Scheme Shareholders within the charge to UK corporation tax which are “smallcompanies” (for the purposes of UK taxation of dividends) will not generally besubject to tax on dividends paid on the New SEC Shares, provided certainconditions are met.

Other Scheme Shareholders within the charge to UK corporation tax will not besubject to tax on dividends on the New SEC Shares so long as (i) the dividends fallwithin an exempt class and (ii) do not fall within certain specified anti-avoidanceprovisions and (iii) the Scheme Shareholder has not elected for the dividends not tobe exempt. Each Scheme Shareholder’s position will depend on its own individualcircumstances, although it would normally be expected that dividends paid on theNew SEC Shares would fall within an exempt class. Examples of dividends that arewithin an exempt class include dividends paid on shares that are non-redeemableordinary shares and dividends in respect of portfolio holdings where the recipientowns less than 10 per cent. of the issued share capital of the payer (or any classof that share capital) and is entitled to less than 10 per cent. of the profits availablefor distribution and less than 10 per cent. of assets available for distribution on awinding up in either case to holders of the issued share capital of the payer (or ofany class of that share capital). The exemptions are not comprehensive and aresubject to anti-avoidance rules. If the conditions for exemption are not, or cease tobe, satisfied, or such a Scheme Shareholder elects for an otherwise exemptdividend to be taxable, the Scheme Shareholder will be subject to corporation tax inthe UK on dividends received from the Company. Corporation tax is charged ondividends at the rate applicable to that company. Scheme Shareholders will need toensure that they satisfy the requirements of an exempt class before treating anydividend as exempt, and seek appropriate professional advice where necessary.

(iii) Other Shareholders

UK registered pension schemes and charities are generally exempt from tax ondividends.

Trustees who are liable to income tax at the rate applicable to trusts (currently45 per cent.) will pay tax on the dividend at the dividend trust rate (38.1 per cent.for the tax year ending 5 April 2020). The annual tax-free dividend allowanceapplies to individuals only, and there is no equivalent allowance for trusts.

(C) Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

Scheme Shareholders should not be required to pay UK stamp duty or stamp dutyreserve tax as a result of a transfer of their Scheme Shares under the Scheme.

The issue of the New SEC Shares will not give rise to a liability to UK stamp duty orSDRT.

On subsequent transfers of New SEC Shares, UK stamp duty will generally be payable(at the rate of 0.5 per cent. of the value of the consideration paid, rounded up wherenecessary to the next £5) if an instrument of transfer is executed in the UK or, in certaincases, is brought into the UK. Transfers of shares for less than £1,000 are not generallysubject to UK stamp duty, provided that they are not part of a wider transaction or seriesof transactions.

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Dealings in CDIs issued in respect of New SEC Shares and held within CREST shouldnot attract stamp duty, as there will be no instrument of transfer on which the chargecould fall. Agreements to transfer such CDIs should not be subject to SDRT providedthat such CDIs are admitted to trading on a recognised growth market and not listed onany market.

18.2 Italian taxationThis taxation summary solely addresses certain Italian income tax consequences anddoes not include every aspect of taxation that may be relevant to a shareholder or thatmay be relevant to a particular taxpayer under special circumstances or who is subjectto special treatment under applicable law and is not intended to be applicable in allrespects to all categories of investors.

The statements herein regarding taxation are based on the laws in force in Italy as ofthe date of this Scheme Document, which are subject to changes that may have aretroactive effect. A change to such laws may invalidate the contents of this summary.No update will be made to reflect any change in such laws. Taxpayer should consulttheir tax advisors regarding their particular personal tax consequences of acquiring,owning and disposing of shares.

(A) DefinitionsFor purposes of this section, the terms defined have the meaning described below.

“Non-qualified Holdings”: shareholdings in a company not listed on regulated markets otherthan Qualified Holdings.

“Qualified Holdings”: shareholdings in a company not listed on a regulated market consistingof the holdings of shares, rights or securities through which shares may be acquired whichrepresent overall voting rights exercisable at ordinary shareholders meetings of over 20 percent. or an interest in the share capital of over 25 per cent.; and

“Transfer of Qualified Holdings”: transfer of shares (other than savings shares, “azioni dirisparmio”), or securities through which shares can be acquired, which exceed the thresholdfor their qualification as Qualified Holdings, over a period of 12 months (starting from the dateon which the shares owned represent a percentage of voting rights or interest in the capitalexceeding the aforesaid threshold).

(B) Dividends

Italian resident individuals not engaged in business activity

Dividends paid on the Shares to individuals who are resident in Italy for Italian tax purposeswhere such Shares are not owned in connection with the carrying out of a business activityare subject to substitute tax at the rate of 26 per cent. As a result of the withholding of thissubstitute tax, shareholders are not required to report received dividends on their tax returns.

This substitute tax is withheld by the Italian resident share depository where the securities aredeposited, which have joined the centralized management system managed by Monte Titoli, orthrough a representative appointed in Italy such as, for instance, a bank or investmentcompany resident in Italy, a permanent establishment in Italy of non-resident banks orinvestment firms.

Dividends on Non-qualified Holdings paid to individuals resident in Italy in relation to long-terminvestments in the Company entered into long-term savings plans (i.e. holding shares for aminimum five-year period, such as “PIR”) are exempt from taxation. There are arrangementsfor recovery of the unpaid tax if the shares are sold before the 5 year period required for theexemption expires.

Dividends paid to individuals who are resident in Italy for tax purposes on Shares, which arenot owned in connection with the carrying out of a business activity and representing QualifiedHoldings, are not subject to any withholding or substitute tax, provided that (i) dividends areformed with profits up to the financial year at 31 December 2017, (ii) distributions are declaredas of 1 January 2018 and up to 31 December 2022, and (iii) such shareholders declare at thetime of receipt that the dividends collected are related to Qualified Holdings. Such dividendsare partially considered (for a percentage variable in relation to the year in which they have

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been formed) in determining the shareholders overall income subject to the income tax ofphysical persons (“IRPEF”), drawn from a gradual rate system between 23 per cent. and 43per cent. (in addition to municipal and regional additions and any “solidarity contributions”, ifdue).

Dividends paid to individuals resident in Italy for tax purposes on Shares, held outside thescope of business activity, admitted in an asset management relationship with an authorizedintermediary, for which the option for the discretionary investment portfolio (“risparmiogestito”) regime has been exercised, are not subject to any withholding or substitute tax andare included in the annual accrued management result (“risultato maturato annuo digestione”), to be subject to 26 per cent. substitute tax.

Non-residents of Italy that do not hold the Shares through a permanent establishment in Italy

Dividends received by parties that are not resident in Italy for tax purposes and which do nothave a permanent establishment in Italy, as determined for Italian tax purposes, to which theholding is effectively connected are, in principle, subject to substitute tax of 26 per cent.

Such substitute tax is withheld by the Italian resident share depository where the securities aredeposited, which have joined the centralized management system managed by Monte Titoli or,through a representative appointed in Italy (in particular, a bank or SIM resident in Italy, apermanent establishment in Italy of non-resident banks or investment firms, or a centralizedfinancial instrument management company authorized pursuant to Article 82 of the UnifiedFinancial Act), by non-resident share depositories which adhere to the Monte Titoli system orto foreign centralized deposit systems that adhere to the Monte Titoli system.

Shareholders who are not resident in Italy for tax purposes paying such a 26 per cent.substitute tax on dividends, other than holders of savings shares, are entitled, upon a specificrequest to be submitted to the Italian tax authorities under the terms and conditions providedby law, to a refund, for up to eleven-twenty-sixth of the substitute tax levied in Italy, of the finaltax that they can demonstrate as having paid abroad on the same profits, upon presentation ofthe respective certification by the foreign countries tax office to the competent Italian taxauthorities.

Shareholders who may be eligible to receive a refund should consult with their ownindependent tax advisors to determine whether they are eligible for, and how to obtain, suchrefunds.

As an alternative to the aforesaid refund, residents of countries where income double taxationtreaties with Italy are in force may request the application of the substitute tax on dividends atthe (reduced) rate provided for by the applicable treaty. For this purpose, the entities withwhich the hares are deposited, which have joined the centralized deposit system managed byMonte Titoli, must promptly obtain:

– a statement by the non-resident party that it is the actual beneficiary of the dividends,including identification particulars, the fulfilment of all conditions to which the treatyregime is subject, and any elements that may be necessary to determine the tax rateapplicable pursuant to the treaty; and

– a certification from the competent tax authority of the State where the beneficiary of thedividends resides, proving tax residence in that State.

If such documentation is not submitted to the depositary before payment of the dividend, thesubstitute tax is generally applied at the rate of 26 per cent. The actual beneficiary of thedividends may nevertheless request a refund from the Italian tax administration for thedifference between the withholding levied and the one applicable pursuant to the treaty bymeans of the appropriate refund request, accompanied by the aforementioned documentation.This must be submitted according to the terms and conditions provided by law.

In the event that recipients and beneficiaries of the dividends are companies or entities(i) resident for tax purposes in one of the EU Member States or in an EEA Member State,included in the Ministerial Decree resulting from Article 11(4)(c) of the Law DecreeNo. 239/1996 and (ii) subject to corporate income tax in such State, the dividends are subjectto substitute tax in Italy at a rate of 1.20 per cent. For the application of the 1.20 per cent.substitute tax, non-Italian resident beneficiaries indicated above will be required to promptly file

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a specific application to the depositary of the Shares due to apply the substitute tax,accompanied by appropriate certificates of tax residence and of tax status issued by thecompetent foreign tax authorities.

Pursuant to Article 27-ter of DPR 600/1973, which implements Directive 435/90/EEC of23 July 1990, as modified by under EU Directive 2011/96 of 30 November 2011, in the eventthat the dividends are received by a company that (a) is incorporated in one of the formsprovided for in the appendix to the Directive 2011/96/EU, (b) is a resident for tax purposes inan EU Member State without being considered resident outside the EU, (c) is subject in thecountry of residence to one of the taxes indicated in the appendix to the aforesaid Directivewith no possibility of benefiting from optional or exemption regimes that have no territorial ortime limitations and (d) holds a direct holding in the Company of no less than 10 per cent. ofthe share capital for an uninterrupted period of at least one year, such company is entitled torequest a refund from the Italian tax authorities of the substitute tax levied on the dividendsreceived by it. The non-resident party must provide:

(i) a certification from the competent tax authority of the foreign State attesting that the non-resident party meets all conditions to which the Directive regime is subject; and

(ii) a declaration from the same company attesting the satisfaction in (d) above. As analternative to submitting a refund request subsequent to the dividend distribution,provided that the one year minimum holding period for the holding in the Company hasalready elapsed at the time of the dividend distribution, the non-Italian resident companymay request directly the depositary of the shares not to levy the substitute tax bypromptly submitting the same aforementioned documentation to such intermediary.

The tax authorities of each Member State of the European Union have the power to disallowthe exemption provided for by the Directive to a construction or a series of constructionswhich, having been put in place for the principal purpose or for one of the main purposes ofobtaining a tax advantage which is inconsistent with the object or purpose of this Directive, isnot genuine in the light of all the facts and the relevant circumstances”. To this end, “aconstruction or a series of constructions shall be considered as not genuine insofar as it hasnot been put into effect for valid commercial reasons reflecting economic reality.

(C) Capital gains

Italian resident individuals not engaged in business activities and società semplici

Capital gains realised upon Transfer of Qualified Holdings (if capital gains are realised as of1 January 2019) and Non-qualified Holdings by individuals and società semplici resident inItaly for tax purposes, not in the exercise of a business activity, are subject to substitute tax ata rate of 26 per cent.

The taxpayer may opt for one of the following three methods of taxation:

1. Taxation under the tax return regime (“regime della dichiarazione”):

Under the tax return regime, which is the standard regime for taxation of capital gains realisedby Italian resident individuals not engaged in a business activity, substitute tax on capital gainswill be chargeable, on a cumulative basis, on all capital gains, net of any relevant capital lossof the same nature incurred in such tax year, realised pursuant to all disposals of sharescarried out during that tax year (with the exception of the capital losses arising from the saleof shares whose fiscal value has been stepped up, which cannot be deducted from capitalgains). Italian resident individuals holding shares otherwise than in connection with a businessactivity must report overall capital gains realised in any tax year, net of any relevant capitalloss of the same nature incurred in such tax year, in the annual tax return to be filed for suchyear and pay substitute tax on such gains together with any income tax due for such year.Capital losses in excess of capital gains may be carried forward against capital gains of thesame nature realized in any of the four succeeding tax years; capital losses released from1 January 2012 until 30 June 2014 can be deducted from capital gains for a reduced measureequal to 76.92 per cent.

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2. Non-discretionary investment portfolio (“risparmio amministrato”) regime (optional):

Italian resident individuals holding Shares otherwise than in connection with a business activitymay elect to pay 26 per cent. substitute tax separately on capital gains realized on eachtransfer of shares. Such separate taxation of capital gains is permitted if (i) shares are beingdeposited with Italian banks, certain authorized financial intermediaries and (ii) an expresselection for the risparmio amministrato regime is made in writing by the relevant shareholder.Under the risparmio amministrato regime, the financial intermediary is responsible foraccounting for substitute tax in respect of capital gains realised on each transfer of the Shares(as well as in respect of capital gains realised at revocation of its mandate), net of anyrelevant capital loss of the same nature incurred in the applicable tax year, and is required topay the relevant amount to the Italian tax authorities on behalf of the taxpayer by deducting acorresponding amount from proceeds to be credited to the shareholder or using fundsprovided by the shareholder for this purpose. Under the risparmio amministrato regime, wherea transfer of shares results in capital loss, such loss may be deducted from capital gains ofthe same nature realised in such tax year or any of the four succeeding tax years. The capitallosses arising from the sale of shares whose fiscal value has been stepped up cannot bededucted from capital gains. If the custody or administration relationship is lost, any capitallosses may be deducted, not later than the fourth taxable period after the realisation date,from the gains realised under another account under the risparmio amministrato regimedirected at the same subjects reporters or depositors of origin, or may be deducted from thetax return. Under the risparmio amministrato regime, the shareholder is not required to declarecapital gains in its annual tax return.

3. Discretionary investment portfolio (“risparmio gestito”) regime (optional):

Any capital gains accrued on shares held otherwise than in connection with business activityby Italian resident individuals who have entrusted the management of their financial assets,including shares, to an authorised intermediary and who have elected for the risparmio gestitoregime will be included in the computation of the annual increase in value of the managedassets accrued, even if not realised, at year end, subject to 26 per cent. substitute tax to beapplied on behalf of the taxpayer by the managing authorised intermediary. Under therisparmio gestito regime, any depreciation of the managed assets accrued at year end may becarried forward, against an increase in value of the managed assets accrued in any of the foursucceeding tax years. The only exception is represented by the capital losses arising from thesale of shares whose fiscal value has been stepped up, which cannot be deducted fromcapital gains. In the event of a closure of the management report, the negative operatingresults accrued (resulting from a specific certification issued by the manager) may bededucted, not later than the fourth tax period subsequent to the maturity date, from the capitalgains realised in the balance sheet, in the context of another relationship for which themanaged savings scheme is applicable, or used (for the amount available in it) under anotherrelationship for which the option for the managed savings scheme has been made, providedthat the report or deposit concerned is addressed to the same subjects as the relationship ordeposit of the source, or may be deducted from the same persons at the time of thedeclaration of income, in accordance with the same rules applicable to the excessive lossesas per point (concerning the “declaration system”). Under the risparmio gestito regime, theshareholder is not required to report capital gains realised in its annual tax declaration.

Capital gains realised on Non-qualified Holdings paid to individuals resident in Italy in relationto long-term investments in the Company entered into long-term savings plans (i.e. holdingshares for a minimum five-year period, such as “PIR”) are exempt from taxation. There arearrangements for recovery of the unpaid tax if the shares are sold before the 5 years periodrequired for the exemption expires.

With specific reference to Qualified Holdings, the tax treatment described above applies tocapital gains realized as of 1 January 2019. The tax treatment previously in force still appliesto capital gains realised before this date.

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Non-Italian residents without permanent establishment with the Italian territory

Non-qualified Holdings

Capital gains realized by the non-Italian residents without permanent establishment in Italy, asdetermined for Italian purposes, to which the shares are effectively connected upon transfersof shares not qualifying as Transfers of Qualified Holdings in Italian companies not traded onregulated markets are subject to different tax treatments, depending on the characteristics ofthe shareholders.

In particular: (i) pursuant to Article 5 (5) of Legislative Decree no. 461/1997, capital gains arenot subject to taxation in Italy if they are realised by (a) subjects residing in States andterritories that allow an adequate exchange of information as indicated in the MinisterialDecree resulting from Article 11(4)(c) of the Law Decree No. 239/1996; (b) internationalorganisations or bodies established on the basis of international agreements renderedexecutive in Italy; (c) foreign institutional investors, even if not subject to taxation, establishedin countries referred to in point (i). above; (d) Central banks or organisations that also managethe official reserves of the State; (ii) in the remaining cases, the capital gains realised aresubject to a substitute tax of 26 per cent.

However, the provisions set forth by double taxation treaties entered into by Italy may apply, ifsuch provisions are more favourable. In general, they provide for the exclusive taxability of theincome in the foreign country of residence of the person who made the capital gain (incompliance with the provisions of Article 13, c 5 of the OECD Model Convention on DoubleTaxation).

It should be noted that the possibility of benefiting from the aforementioned capital gainsexemption schemes is subject to the presentation of suitable documentation certifying theexistence of the relevant application conditions.

In order to benefit from this exemption from Italian taxation on capital gains, non-Italianresident shareholders who hold the shares with an Italian authorised financial intermediary andelect to be subject to the risparmio gestito regime or are otherwise subject to the risparmioamministrato regime may be require to produce to the Italian authorised financial intermediaryan appropriate self-declaration that they are not resident in Italy for tax purposes and do nothave a permanent establishment in Italy.

Qualified Holdings

Capital gains realised by non-Italian residents with no permanent establishment in Italy, asdetermined for Italian tax purposes, to which the shares are effectively connected uponTransfers of Qualified Holdings, are included in the recipients income taxable in Italy accordingto the same rules applicable to Italian resident individuals not engaged in a business activity.

However, the provisions set forth by double taxation treaties entered into by Italy may apply, ifsuch provisions are more favourable. The possibility of benefiting from the provisions set forthby double taxation treaties is subject to the presentation of suitable documentation certifyingthe existence of the relevant application conditions.

(D) Transfer Tax

Under the current regime, deeds regulating the transfer of securities (including shares) may besubject to Italian registration tax as follows: (i) public deeds and authenticated privateagreements are subject to registration tax at the fixed rate of Euro 200; (ii) privateagreements, not authenticated, are subject to registration tax at the fixed rate of Euro 200 only“in the case of use”, in case of cross-reference in a deed, agreement or other documententered into or executed by the same parties and registered with the competent tax authorityor referred to in a judicial decision (enunciazione), or on a voluntary basis.

(E) Inheritance and gift tax

Subject to certain exceptions, Italian inheritance and gift tax is generally payable on transfersof assets and rights (including the Shares) (i) by reason of death or donations by Italianresidents, even if the transferred assets are held outside Italy and (ii) by reason of death ordonations by non-Italian residents, to the extent that transferred assets are held in Italy (which,for presumption of law, includes shares of Italian resident companies). The tax also applies toconstitutions of destination constraints.

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Succession Taxes

Transfer of goods and rights for death are generally subject to succession tax, with thefollowing rates, to apply to the total value of the goods: (i) for the goods and rights devoted tothe spouse or relatives in a straight line, the rate is 4 per cent., with a deduction ofEuro 1,000,000 for each beneficiary; (ii) for the assets and rights devoted to other relatives upto the fourth grade and to the affiliates in a straight line as well as collateral up to the thirddegree, the rate is 6 per cent. (with a franchise of Euro 100,000, for each beneficiary, for theonly brothers and sisters); (iii) for goods and rights devoted to other parties, the rate is 8 percent.

If the beneficiary is a seriously recognised handicap, the succession tax applies only to theportion of the value of the stake or bond that exceeds the amount of Euro 1,500,000.

Tax on donations

Transfers of goods and rights for donation, free transfer and establishment of bonds aregenerally subject to the tax on donations, determined by applying the following rates to thetotal value of the goods and of the rights net of the charges payable to the beneficiary, that is,if the donation is made jointly in favour of several persons or if more than one act ofdisposition in favour of different parties is included in the same act, the value of the shares ofthe goods and the attributable rights: (i) for the goods and rights devoted to the spouse orrelatives in a straight line, the rate is 4 per cent., with a deduction of Euro 1,000,000 for eachbeneficiary; (ii) for the assets and rights devoted to other relatives up to the fourth grade andto the affiliates in a straight line as well as collateral up to the third degree, the rate is 6 percent. (with a franchise of Euro 100,000, for each beneficiary, for the only brothers and sisters);(iii) for goods and rights devoted to other parties, the rate is 8 per cent.

If the beneficiary is a seriously recognised handicap the succession tax applies only to theportion of the value of the stake or bond that exceeds the amount of Euro 1,500,000.

(F) Tax on securities deposited abroad (“IVAFE”)Individuals resident in Italy who hold foreign financial assets, such as shares, by way ofownership or other right, regardless of the way in which they were acquired and thereforeincluding inheritance or donations, are expected to pay tax equal to 0.02 per cent., the so-called IVAFE tax.

This tax is calculated on taxable income equal, for the securities traded on regulated markets,to the market value of the financial assets held abroad and recognized at the end of eachcalendar year, at the place they are being held, and for the securities not traded on regulatedmarkets, on the face or redemption value. Such tax is payable in proportion to the interestheld and the holding period. If, at 31 December the assets are no longer held, reference ismade to the market value of assets identified until the end of the period of ownership. Thisvalue should be used for financial assets that have a listing in regulated markets.

Regardless of whether the Issuer or counterparty is resident in Italy, financial assets, such asthe shares, held abroad but administered by Italian financial intermediaries and foreign assetsphysically held by the taxpayer in Italy are excluded from the area of application, although theywould still be subject to stamp duty as referred to in the paragraph above.

A tax credit equal to the amount of any property tax paid during the reference year in theforeign country where the assets are held will be deducted from the tax, up to the relevantamount. The tax credit cannot exceed the tax due in Italy. If the country where the assets areheld has an agreement to avoid double taxation, including with respect to property taxes,which provides exclusive taxation of those assets in the owners country of residence, there isno tax credit for any property taxes paid in abroad. In such cases, a tax refund can still beclaimed from the tax authorities in the country where the taxes were applied notwithstandingthe agreements provisions.

(G) Tax Monitoring Obligations

Individuals, non-commercial entities, società semplici and similar persons, fiscally resident inItaly, are required to indicate in the annual income tax return, “Quadro RW”, investments(including stocks) held abroad in tax period and foreign assets of a financial nature throughwhich taxable income in Italy can be obtained.

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The aforementioned obligations are also extended to those persons who, whist not beingdirect holders of investment and foreign financial assets, are effectively holders of theinvestment as provided for in Article 1(2)(u) and the Technical Annex of Legislative Decree231.

The RW Form shall not be compiled for financial assets and assets entrusted to managementor administration to resident brokers and contracts concluded in any way by their intervention ifthe cash flows and income from such assets and contracts have been subject to retention orsubstitute tax from the intermediaries themselves.

19. SettlementUnder Italian law, shares in a company cannot be held simultaneously in both certificated anduncertificated form. A company must therefore choose which form its shares will be held inand then all of its shares must be held in that form. SEC has adopted the dematerialisationregime and all of the New SEC Shares will be therefore in uncertificated form.

As a matter of UK law, foreign securities, such as the SEC Shares, cannot be held andtransferred directly in the CREST system. However, the SEC Shares are capable of beingsettled indirectly in CREST via CREST’s International Settlement Links Services. Shareholderswho are CREST members, or who have appointed a CREST member as their nominee, willbe able to hold an interest in SEC Shares via the service by way of the issue of CDIs. CDIsrepresent the rights to the underlying SEC Shares.

Under Italian law, all dematerialised shares are registered with a central settlement company(Monte Titoli S.p.A.). The ownership of shares is represented by an electronic entry (in thename of the shareholder) in the accounts of intermediaries qualified at Monte Titoli.

(A) Electronic Settlement in CREST

As foreign securities, the SEC Shares are not eligible for being enabled directly for dealingsthrough CREST. However, under arrangements between the CREST International SettlementLinks Service and Monte Titoli, the Italian Central Securities Depository, SEC Shareholderscan hold their interest in the SEC Shares in SEC through CDIs.

The relationship between CREST Depository Limited and CREST members is governed by adeed poll entered into and governed by English law.

CDIs are independent securities constituted under English law and are capable of being held,delivered and settled in CREST. Although CREST passes on all distributions and notificationsand makes acceptances or elections on behalf of CREST members in accordance with theterms of the CREST International Manual, it is not possible for holders of CDIs to directlyexercise voting rights in respect of the underlying shares in dematerialised form. This may alsoaffect receipt of shareholder information from SEC. CREST has informed SEC that in certaincircumstances it undertakes a proxy voting service on a case by case basis for issuers thatare able to use a CREST omnibus proxy which allows CREST to notify SEC of the votingintentions of CDI holders.

SEC has commenced discussions with CREST and Monte Titoli in order to seek to arrive at asolution which enables CDI holders to exercise voting rights as if they were the direct holdersof the shares. Further details in respect of CDIs are set out in the CREST InternationalManual.

CREST is a paperless settlement system enabling securities to be transferred from oneperson’s CREST account to another without the need for written instruments of transfer. SEC’sby-laws permit the holding of CDIs under the CREST system. Accordingly, settlement oftransactions in the CDIs following Admission may take place within the CREST system if anyshareholder so wishes.

(B) Electronic Settlement through Monte Titoli

SEC has entered into arrangements with Monte Titoli, the Italian Central Securities Depository,under which Monte Titoli will settle dealings in SEC Shares.

Subject to the Scheme becoming Effective and except with the consent of the Panel,settlement of the consideration to which any Scheme Shareholder is entitled under theScheme will be effected in the manner set out below.

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19.1 Scheme Shares held in uncertificated formWhere, immediately prior to the Scheme Record Time, a Scheme Shareholder holds SchemeShares in uncertificated form, SEC shall procure that (i) the New SEC Shares to which suchScheme Shareholder is entitled shall be issued to CREST International Nominees Limited,which will be the registered holder of such shares as nominee for CREST Depository Limited,and (ii) CREST Depository Limited shall issue SEC CDIs in CREST to the Registrars fordelivery to the CREST account in which such Scheme Shares were so held as soon aspracticable after the Effective Date and in any event within 14 days of the Effective Date.

SEC reserves the right to procure the issue of New SEC Shares referred to above to all orany Scheme Shareholder(s) who holds Scheme Shares in uncertificated form at the SchemeRecord Time in the manner referred to in paragraph 21.2 of this Part II if for any reasonoutside its control, it is not able to effect settlement in accordance with this paragraph.

19.2 Scheme Shares held in certificated formPorta Shareholders holding Scheme Shares in certificated form and who have a registeredaddress in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltar as at theScheme Record Time may choose to make a Corporate Nominee Election in respect of theirPorta Shares held as at the Scheme Record Time. Porta Shareholders holding SchemeShares in uncertificated form are not entitled to make a Corporate Nominee Election.

Porta Shareholders must provide applicable Customer Identification and Verification documents(as set out in the notes which accompany the Corporate Nominee Election) when returningtheir Corporate Nominee Election to make the election valid. Each Porta Shareholder whomakes a valid Corporate Nominee Election will, by doing so, be acknowledging and agreeingto the Corporate Nominee Facility Terms and Conditions as set out in Appendix 1 (CorporateNominee Facility Terms and Conditions) to this document and, accordingly, will have asub-account opened in their name with the Fiduciary (each being a Personal Sub-Account) assoon as practicable following receipt of New SEC Shares and, in any event, within 14 calendardays after the Effective Date. A statement of entitlement detailing the number of NewSEC Shares held by each participating Porta Shareholder will be posted to that PortaShareholder within such 14 calendar day period.

In order to comply with the Corporate Nominee Facility Terms and Conditions, PortaShareholders must maintain a registered address in the EEA, the Channel Islands, the Isle ofMan, Switzerland or Gibraltar for the entire period that their New SEC Shares are held throughthe Corporate Nominee Facility. In the event that the United Kingdom secedes from the EEA(either pursuant to ongoing negotiations for the United Kingdom to secede from the EU orotherwise), the Fiduciary may no longer be able to offer the Corporate Nominee Facility toPorta Shareholder who have a registered address outside the United Kingdom or may need toterminate the Corporate Nominee Facility if it no longer meets requirements under applicablelaw. In such instances the Fiduciary may be forced to sell, in accordance with the CorporateNominee Facility Terms and Conditions, the New SEC Shares which the Fiduciary holds onbehalf of such Porta Shareholders through the Corporate Nominee Facility.

Alternatively, such Porta Shareholders who do not have a registered address in the EEA, theChannel Islands, the Isle of Man, Switzerland or Gibraltar as at the Scheme Record Time orwho do not make a valid Corporate Nominee Election shall have the New SEC Shares towhich they are entitled issued to the Representative (details of which are set out inparagraph 21.2 of this Part II) and held by the Representative on a bare trust for such PortaShareholders.

19.3 Summary of Corporate Nominee FacilityPorta Shareholders who make a valid Corporate Nominee Election to have their NewSEC Shares held on their behalf through the Corporate Nominee Facility will be able to holdtheir New SEC Shares in this manner for a maximum of two years from the Effective Date.After this time, the Fiduciary will procure that any remaining New SEC Shares held on behalfof the former Porta Shareholders through the Corporate Nominee Facility are sold inaccordance with the Corporate Nominee Facility Terms and Conditions and the net proceedsof the sale (converted, if required, into pounds Sterling and after the deduction of any relevant

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fees and commissions) be remitted in pounds Sterling to the relevant Porta Shareholders prorata to their entitlement of such New SEC Shares by way of cheque drawn on a branch of aUK clearing bank.

Porta Shareholders who hold New SEC Shares through the Corporate Nominee Facility will notbe the registered holders of such New SEC Shares; instead such New SEC Shares will beregistered in the name of the Fiduciary. The Fiduciary will hold the New SEC Shares on behalfof the relevant former Porta Shareholders.

In accordance with the Corporate Nominee Facility Terms and Conditions (as set out inAppendix I (Corporate Nominee Facility Terms and Conditions) to this document), from theEffective Date, all former Porta Shareholders who have New SEC Shares held on their behalfthrough the Corporate Nominee Facility will:

(a) receive notices of, and be able to attend and speak at, all general meetings of SEC viathe Fiduciary;

(b) receive quarterly statements of the assets held on their behalf in the Corporate NomineeFacility;

(c) be able to give directions to the Fiduciary as to voting at all general meetings of SEC;and

(d) be able to receive dividends, distributions and other returns of capital via the Fiduciarysubject to applicable Italian withholding tax deductions,

in each case, subject to any applicable laws and legislation.

Porta Shareholders should note that the Fiduciary will send a tax residency declaration form toeach relevant Porta Shareholder at the same time as their statements of entitlement detailingthe number of New SEC Shares held by them through the Corporate Nominee Facility (asdescribed in paragraph 21.2 of this Part II above). Porta Shareholders should note that, if thetax residency declaration form (including a certification from the competent tax authority of theState where the beneficiary of the dividends resides, proving tax residence in that State) is notcompleted and returned to the Fiduciary within the time limit stated thereon, it is expected thatItalian tax will be withheld from any dividends (or other distributions deemed to be dividendsfor Italian tax purposes) made or paid with respect to their New SEC Shares at a rate of26 per cent. and that Porta Shareholders who are entitled to the benefit of a double taxationconvention would face significant practical difficulties if they were to try and apply for a refundof any tax withheld in excess of the applicable treaty rate. In respect of Porta Shareholderswho are resident in the UK and who complete and return the tax residency declaration form(accompanied by the above mentioned certification from the competent tax authority) within thetime limit stated thereon, it is expected that Italian tax will be withheld from any dividends (orother distributions deemed to be dividends for Italian tax purposes) made or paid with respectto their New SEC Shares at a rate of (i) 5 per cent. if the beneficial owner is a companywhich controls, directly or indirectly, at least 10 per cent. of the voting power in the companypaying the dividends or (ii) 15 per cent. in all other cases. Different rates may apply to PortaShareholders resident in countries other than the UK and who complete and return the taxresidency declaration form within the time limit stated thereon; such Porta Shareholders maywish to contact an appropriately qualified independent professional tax adviser and theFiduciary for further information.

In order to comply with the Corporate Nominee Facility Terms and Conditions, PortaShareholders must maintain a registered address in the EEA, Channel Islands, Isle of Man,Switzerland or Gibraltar for the entire period that their New SEC Shares are held through theCorporate Nominee Facility.

Sales and transfers

Former Porta Shareholders who hold New SEC Shares through the Corporate Nominee Facilitywill be able to elect to sell their New SEC Shares through a dealing service to be madeavailable by the Fiduciary at any time during the period of two years following the EffectiveDate by completing and submitting a sales request form (available upon request from theFiduciary) to the Fiduciary. Sales request forms must be received by the Fiduciary no laterthan the date falling two years after the Effective Date. The Fiduciary will then arrange for the

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sale to be executed in accordance with such request, the Corporate Nominee Facility Termsand Conditions, subject to any applicable laws and legislation, and for the net proceeds ofsale (after the deduction of any relevant fees and commissions) to be paid to the relevantholder in pounds Sterling.

The Corporate Nominee Facility is being made available specifically to facilitate settlement ofthe New SEC Shares being issued as consideration under the Scheme. Porta Shareholderswho participate in the Corporate Nominee Facility will therefore not be able to transfer anyadditional SEC Shares into the Corporate Nominee Facility.

Termination sales

Any New SEC Shares which have not been sold or extracted from the Corporate NomineeFacility by the date falling two years after the Effective Date will be sold in the market and thenet proceeds of sale (converted, if required, into pounds Sterling and after the deduction ofany relevant fees and commissions) will be paid to the relevant former Porta Shareholders.

Costs and fees

None of the costs incurred by SEC with respect to the initial establishment of the CorporateNominee Facility will be passed on to those former Porta Shareholders on whose behalf NewSEC Shares will be held in the Corporate Nominee Facility.

In addition, an annual management fee for unclaimed payments (up to a maximum of £5.00(including VAT) per 12-month period) is chargeable by the Fiduciary to Porta Shareholders onwhose behalf New SEC Shares are held in the Corporate Nominee Facility. The fee shall onlyapply to a Porta Shareholder if all the New SEC Shares that were held on behalf of suchPorta Shareholder in the Corporate Nominee Facility have been sold or transferred out of theCorporate Nominee Facility and the Fiduciary continues to hold unclaimed payments for therelevant Porta Shareholder. Unclaimed payments are any payments issued to a PortaShareholder that remain uncashed 12 months following the date of issue. The annualmanagement fee will be deducted from the unclaimed payments held on behalf of the relevantPorta Shareholder. Porta Shareholders will be notified of any unclaimed payments on theirquarterly statements and given the opportunity to claim these funds (less an applicable reissuefee) in advance of any annual management fee being applied.

The above fees are, however, separate to any dealing expenses, brokerage fees or foreignexchange fees or commissions which will be passed on to the former Porta Shareholders onwhose behalf sales are made or dividends are received.

Terms and Conditions

Please refer to the Corporate Nominee Facility Terms and Conditions as set out in Appendix I(Corporate Nominee Facility Terms and Conditions) to this document for further detail on theforegoing matters.

19.4 GeneralFractions of New SEC Shares will not be allotted and issued to Porta Shareholders pursuantto the Scheme and shall be aggregated, allotted, issued and sold in the market after theEffective Date.

Except with the consent of the Panel, settlement of the consideration to which any SchemeShareholder is entitled under the Scheme will be implemented in full in accordance with theterms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right towhich SEC may otherwise be, or claim to be, entitled against such shareholder.

All mandates and other instructions, including communication preferences, given to Porta byPorta Shareholders who have made a valid Corporate Nominee Election in force at theScheme Record Time relating to the payment of dividends on Porta Shares and eachinstruction given to Porta by Scheme Shareholders as to notices and other communicationsfrom Porta will, unless and until amended or revoked, be deemed as from and including theEffective Date to be a valid and effective mandate or instruction to SEC in respect of thecorresponding New SEC Shares to be allotted and held through the Corporate NomineeFacility.

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20. Cancellation of admission to trading on AIM and re-registration of Porta as a privatecompanyUnless the Meetings are adjourned, the last day of dealings in, and for registration of transfersof, Porta Shares will be the business day of the Scheme Court Hearing, which is expected tobe 2 September 2019, following which Porta Shares will be temporarily suspended fromtrading on AIM.

As at the close of trading on the last day of dealings in Porta Shares prior to the EffectiveDate (the last day of dealings is expected to be 2 September 2019), there may be unsettled,open trades for the sale and purchase of Porta Shares within the CREST system. The PortaShares that are the subject of such unsettled trades will be treated under the Scheme in thesame way as any other Porta Share registered in the name of the relevant seller under thattrade. Consequently, the seller will receive the appropriate New SEC Shares in accordancewith the basic terms of the Merger. However, the CREST system will automatically require theseller to settle that unsettled trade in SEC Shares at the same exchange ratio provided by thebasic terms of the Merger. Consequently, a seller within CREST will need to ensure that itholds or acquires the appropriate number of SEC Shares necessary to satisfy that trade at therelevant time. This position will be confirmed in due course by way of a CREST bulletin to allCREST participants.

No transfers of Porta Shares will be registered after this date and, other than the registrationof Porta Shares released, transferred or issued under the Porta Share Scheme after theScheme Court Hearing and prior to the Scheme Record Time, no Porta Shares will be issuedafter this date.

A request will be made to the London Stock Exchange prior to the Effective Date to cancelthe trading in Porta Shares on AIM with effect from 8.00 a.m. on the business day followingthe Effective Date or shortly thereafter.

On the Effective Date, each certificate representing a holding of Porta Shares subject to theScheme will be cancelled. Share certificates in respect of Porta Shares will cease to be validand every Porta Shareholder will be bound at the request of Porta to deliver up to Porta, or toany person appointed by Porta, the share certificate(s) for cancellation, or to destroy them. Asfrom the Scheme Record Time, each holding of Scheme Shares credited to any stock accountin CREST will be disabled and all Scheme Shares will be removed from CREST in duecourse.

Subsequent to the Merger, it is intended that Porta be re-registered as a private limitedcompany in due course.

21. Action to be taken

21.1 The Court Meeting and the Porta General Meeting

You will find accompanying this document:* a pink Form of Proxy for use in respect of the Court Meeting;

* a white Form of Proxy for use in respect of the Porta General Meeting;

* a Certificated Form of Election;

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* notes on how to complete the Certificated Form of Election; and

* a reply-paid envelope for use in the United Kingdom.

Whether or not you intend to attend the Court Meeting and/or the Porta GeneralMeeting, you are requested to complete and sign both the accompanying pink andwhite Forms of Proxy and return them in accordance with the instructions printed onthem. Completed Forms of Proxy should be returned to Equiniti at Corporate Actions,Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, assoon as possible, and, in any event, so as to be received by no later than 11.00 a.m.on 25 July 2019 in the case of the Court Meeting (pink form) and by no later than11.15 a.m. on 25 July 2019 in the case of the Porta General Meeting (white form) (or inthe case of an adjourned meeting, not less than 48 hours prior to the time and dateset for the adjourned meeting).

Returning the pink and white forms of Proxy will enable your votes to be counted at theMeetings in your absence. If the pink Form of Proxy for use at the Court Meeting is notreturned by 11.00 a.m. on 25 July 2019, it may be handed to Equiniti, on behalf of thechairman of the Court Meeting, at the Court Meeting before the taking of the poll and will stillbe valid. However, in the case of the white Form of Proxy for the Porta General Meeting, it willbe invalid unless it is returned to Equiniti at Aspect House, Spencer Road,Lancing, BN99 6DA, so as to be received no later than 11.15 a.m. on 25 July 2019 (or, if thePorta General Meeting is adjourned, not less than 48 hours prior to the time and date set forthe adjourned meeting).

The completion and return of the relevant Form of Proxy will not prevent Porta Shareholdersfrom attending and voting in person at either the Court Meeting or the Porta General Meeting,or any adjournments thereof, should they wish to do so and should they be so entitled.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their SchemeShares at the Court Meeting. Scheme Shareholders are also entitled to appoint more than oneproxy provided each proxy is appointed to exercise rights attached to different shares (so aScheme Shareholder must have more than one Scheme Share to be able to appoint morethan one proxy). A space has been included in the pink Form of Proxy to allow SchemeShareholders entitled to attend and vote at the Court Meeting to specify the number ofScheme Shares in respect of which that proxy is appointed.

Scheme Shareholders who wish to appoint more than one proxy in respect of theirshareholding should complete a separate pink Form of Proxy for each proxy appointed. SuchScheme Shareholders should read the information regarding the appointment of multipleproxies set out on pages 6 to 7 (inclusive) of this document and the related notes contained inthe pink Form of Proxy. Further copies of the pink Form of Proxy may be obtained fromEquiniti on 0371 384 2050 (from within the UK) or on +44 (0)121 415 0259 (from outside theUK) between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding English and Welsh publicholidays). or photocopies of the pink Form of Proxy may be taken. Calls to +44 (0)121 415 0259 from outside the UK will be charged at applicable international rates. Differentcharges may apply to calls made from mobile telephones and calls may be recorded andrandomly monitored for security and training purposes. The Shareholder Helpline cannotprovide advice on the merits of the Merger nor give any financial, legal, tax or investmentadvice.

Porta Shareholders are entitled to appoint a proxy in respect of some or all of their PortaShares at the Porta General Meeting. Porta Shareholders are also entitled to appoint morethan one proxy provided each proxy is appointed to exercise rights attached to different shares(so a Porta Shareholder must have more than one Porta Share to be able to appoint morethan one proxy). A space has been included in the white Form of Proxy to allow PortaShareholders entitled to attend and vote at the Porta General Meeting to specify the numberof Porta Shares in respect of which that proxy is appointed.

Porta Shareholders who wish to appoint more than one proxy in respect of their shareholdingshould complete a separate white Form of Proxy for each proxy appointed. Such PortaShareholders should read the information regarding the appointment of multiple proxies set outon pages 6 to 7 (inclusive) of this document and the related notes contained in the white

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Form of Proxy. Further copies of the white Form of Proxy may be obtained from Equinition 0371 384 2050 (from within the UK) or on +44 (0)121 415 0259 (from outside the UK)between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding English and Welsh publicholidays). or photocopies of the white Form of Proxy may be taken. Calls to +44 (0)121 415 0259 from outside the UK will be charged at applicable international rates. Differentcharges may apply to calls made from mobile telephones and calls may be recorded andrandomly monitored for security and training purposes. The Shareholder Helpline cannotprovide advice on the merits of the Merger nor give any financial, legal, tax or investmentadvice.

It is important that, for the Court Meeting, as many votes as possible are cast so thatthe Court may be satisfied that there is a fair and reasonable representation of SchemeShareholder opinion. You are therefore strongly urged to complete, sign and returnyour Forms of Proxy as soon as possible.

Notices convening the Court Meeting and the Porta General Meeting are set out in Parts Xand XI of this document respectively.

21.2 The Certificated Form of ElectionUnder Italian law, a company registered in Italy cannot issue shares in both certificated anduncertificated form. A company must therefore choose which form its shares will be held inand then all of its shares must be held in that form. SEC has adopted the dematerialisedregime and all of the New SEC Shares will therefore be issued in uncertificated form bymeans of CDIs, as further detailed in paragraph 20 of this Part II.

Subject to the terms and conditions set out in this document, each Porta Shareholder who hasa registered address in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltaras at the Scheme Record Time, who holds Porta Shares in certificated form at the SchemeRecord Time may, elect to have the New SEC Shares which they are entitled to receivepursuant to the Scheme held on their behalf through the Corporate Nominee Facility, subject tothe Corporate Nominee Facility Terms and Conditions (by completing the accompanyingCertificated Form of Election (a “Corporate Nominee Election”)). Please refer to the notes onhow to complete the Certificated Form of Election which accompany this document.

Please check that you have received a copy of the Corporate Nominee Election and thenotes with this document. If you have not received a copy of the Corporate Nominee Electionor the notes, please contact Equiniti on the helpline telephone number indicated below.

Each Porta Shareholder who does not have a registered address in the EEA, theChannel Islands, the Isle of Man, Switzerland or Gibraltar or does not make a validCorporate Nominee Election in respect of all of their Porta Shares will receive 1 NewSEC Share for every 88.4955752 Porta Shares they hold at the Scheme Record Time inrespect of which no Corporate Nominee Election has been made. Such New SEC Shareswill be held in the name of the Representative as bare trustee for such Porta Shareholder untilthe earlier of: (i) the delivery of a valid Corporate Nominee Election by such Porta Shareholderto Equiniti in relation to action which should be taken in respect of the New SEC Shares (inwhich case the Representative will procure that such action is taken as is required in order togive effect to such Corporate Nominee Election); and (ii) the date which falls three months(unless such period is extended at Porta’s sole discretion) from the Effective Date (in whichcase the Representative will procure that such New SEC Shares are sold in the market andthat the net proceeds of sale (converted, if required, into pounds Sterling and after thededuction of any relevant fees and commissions) are paid to such Porta Shareholder).

The last time for Equiniti to receive your Corporate Nominee Election will be 6.00 p.m. on1 September 2019. You should allow sufficient time for posting for your Corporate NomineeElection to be received on time.

Any changes to the Election Return Time (the last time for Equiniti to receive your CorporateNominee Election) will be announced by Porta through a Regulatory Information Service, withsuch announcement being made available on Porta’s and SEC’s websites at www.portacomms.com and https://www.secglobal.com/investors, respectively, and communicated to PortaShareholders at around the same date as such announcement.

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21.3 Deposits of Porta Shares into, and withdrawals of Porta Shares from, CRESTNormal CREST procedures (including timings and limitations) apply in relation to any PortaShares that are, or are to be, converted from uncertificated to certificated form or fromcertificated to uncertificated form during the course of the Scheme (whether any suchconversion arises as a result of a transfer of Porta Shares or otherwise).

22. HelplineIf you are a Porta Shareholder and you have any questions relating to this document, theCourt Meeting, the Porta General Meeting, the Merger or the Scheme or are in any doubtabout the completion and return of the Corporate Nominee Election or the Forms of Proxy,please contact Equiniti on 0371 384 2050 or, if telephoning from outside the United Kingdom,on +44 (0)121 415 0259 between 8.30 a.m. and 5.30 p.m. Monday to Friday (excludingEnglish and Welsh public holidays). Calls to +44 (0)121 415 0259 from outside the UK will becharged at applicable international rates. Please note that calls to these numbers may bemonitored or recorded and that, for legal reasons, the helpline cannot provide advice on themerits of the Merger or give any legal, tax or financial advice.

23. Further informationYour attention is drawn to the terms of the Scheme which are set out in full in Part VII of thisdocument. Your attention is also drawn to the further information contained in this documentwhich forms part of this Explanatory Statement.

Yours faithfully,

for and on behalf ofGrant Thornton UK LLP

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PART III

CONDITIONS TO THE IMPLEMENTATION OF THE MERGER

The Merger is governed by English law and is subject to the jurisdiction of the English courts, tothe Conditions, to the terms set out in this document and to the applicable requirements of theCode, the Panel and the London Stock Exchange (including the AIM Rules).

1. The Merger is conditional upon the Scheme becoming unconditional and becoming Effectiveby no later than the Long Stop Date, or such later date as Porta and SEC may, with theconsent of the Panel, agree and (if required) the Court approves.

2. The Scheme is conditional upon, amongst other things:

(A) the Scheme being approved by a majority in number representing 75 per cent. or morein value of Scheme Shareholders, present and voting, either in person or by proxy, at theCourt Meeting and at any separate class meeting which may be required by the Court orat any adjournment of any such meeting;

(B) all resolutions necessary to approve and implement the Scheme, amend the Articles andapprove the allotment of the Conversion Shares being duly passed by the requisitemajority or majorities at the Porta General Meeting;

(C) no Qualifying SEC Shareholder having validly exercised, in the period of 30 daysfollowing the date on which the SEC Capital Increase Resolution is filed with the ItalianCompanies Registrar, its right under Article 2440, para. 6, of the Italian Civil Code torequest a court in the Republic of Italy to appoint an independent expert to make anexpert appraisal of the value of the Scheme Shares for the purposes of the Italian CivilCode;

(D) no circumstances arising since the date of the Independent Expert Appraisal which,under the provisions of the Italian Civil Code relating to contributions in kind, require SECto obtain a second expert appraisal from an independent expert (meeting therequirements of article 2343 of the Italian Civil Code) in respect of the value of theScheme Shares and which prohibit SEC from filing the statement required byArticle 2343-quater, para. 3, of the Italian Civil Code; and

(E) the Scheme being sanctioned by the Court (with or without modifications or additions onterms agreed by SEC and Porta or conditions approved or imposed by the Court) and acopy of the Scheme Court Order being delivered to the Registrar of Companies forregistration.

3. In addition, SEC and Porta have agreed that, subject as stated in paragraph 4 below, theScheme will also be conditional upon, and, accordingly, application to the Court to sanction theScheme will only be made upon the Conditions in sub-paragraphs 2(A) to 2(D) above havingbeen fulfilled and provided that immediately prior to the Scheme Court Hearing, the followingconditions (as amended, if appropriate) are satisfied or waived (if capable of waiver) asreferred to below:

(A) the passing at the SEC General Meeting of such resolution or resolutions as arenecessary to approve, implement and effect the Merger including a resolution orresolutions to approve the Merger and to authorise the creation and allotment of the NewSEC Shares and the Offeror Exchange Shares;

(B) the London Stock Exchange having acknowledged to SEC or its agent (and suchacknowledgement not having been withdrawn) that the share capital of the CombinedGroup will be readmitted to trading on AIM and the New SEC Shares will be admitted totrading on AIM;

(C) no government or governmental, quasi-governmental, supranational, statutory,administrative or regulatory body, authority, court, trade agency, professional body,association, institution, environmental body or other body or person whatsoever in anyjurisdiction (each a “Relevant Authority”) having decided to take, institute, implement orthreaten, and there not continuing to be outstanding, any action, proceedings, suit,investigation, enquiry or reference, or made, proposed or enacted any statute, regulation,

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order or decision, or taken any other steps, that would or might (in a manner or to anextent which is material in the context of the SEC Group or the Porta Group as the casemay be):

(i) make the Scheme or the acquisition or the proposed acquisition of any PortaShares or other securities in, or control or management of, Porta or any othermember of the Porta Group or the carrying on by any member of the Porta Groupof its business void, unenforceable or illegal or directly or indirectly restrict, prohibit,delay or otherwise interfere with the implementation of, or impose additionalconditions or obligations with respect to, or otherwise challenge, the Scheme or theacquisition or the proposed acquisition of any Porta Shares or other securities in, orcontrol or management of, Porta or any other member of the Porta Group or thecarrying on by any member of the Porta Group of its business;

(ii) require, prevent or delay a divestiture by any member of the SEC Group of anyPorta Shares;

(iii) require, prevent or delay the divestiture or alter the terms of any proposeddivestiture by any member of the SEC Group or by any member of the Porta Groupof all or any part of their respective businesses, assets or property or impose anylimitation on the ability of any of them to conduct all or any portion of theirrespective businesses or to own all or any portion of their respective assets orproperty;

(iv) impose any limitation on or result in a delay in the ability of any member of theSEC Group or of any member of the Porta Group to acquire or hold or to exerciseeffectively, directly or indirectly, all or any rights of ownership in respect of shares orloans or securities convertible into shares or the equivalent in the SEC Group or ofany member of the Porta Group respectively or to exercise management controlover any such member;

(v) require any member of the SEC Group or any member of the Porta Group to offerto acquire directly or indirectly any shares or other securities in any member of thePorta Group owned by any third party;

(vi) affect adversely the assets, business, profits, financial or trading position orprospects of any member of the SEC Group or any member of the Porta Group toan extent which is material in the context respectively of the Porta Group or theSEC Group;

(vii) result in any member of the Porta Group or any member of the SEC Group ceasingto be able to carry on business under any name under which it presently carries onbusiness;

(viii) otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain ordelay or otherwise to a material extent interfere with the implementation of, orimpose material additional conditions or obligations with respect to, or otherwisematerially challenge, impede, interfere or require material amendment of, theScheme or the acquisition or proposed acquisition of any shares or other securitiesin, or control or management of, Porta or any member of the Porta Group; or

(ix) impose any material limitation on the ability of any member of the SEC Group or ofany member of the Porta Group to conduct, integrate or co-ordinate all or any partof its business with all or any part of the business of any other member of the SECGroup and/or the Porta Group to an extent which is material in the contextrespectively of the Porta Group or the SEC Group;

and all applicable waiting and other time periods during which any such RelevantAuthority could decide to take, implement, threaten or institute any such action,proceedings, suit, investigation, enquiry or reference under the laws of any jurisdictionhaving expired, lapsed or been terminated;

(D) all material mandatory filings, notifications or applications having been made, allapplicable waiting periods (including any extensions thereof) under any applicablelegislation or regulations of any jurisdiction having expired, lapsed or been terminated and

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all statutory or regulatory obligations in any relevant jurisdiction having been compliedwith or obtained, in each case in respect of the Scheme or the acquisition or theproposed acquisition of any Porta Shares or other securities in, or control or managementof, Porta or any other member of the Porta Group or the carrying on by any member ofthe Porta Group of its business;

(E) all authorisations, orders, grants, recognitions, confirmations, consents, clearances,licences, permissions, exemptions and approvals (“Authorisations”) necessary orappropriate or required for or in respect of the Scheme or the acquisition or theproposed acquisition of any Porta Shares or other securities in, or control or managementof, Porta or any other member of the Porta Group or to carry on the business of anymember of the Porta Group or SEC having been obtained, in terms and in a formreasonably satisfactory to SEC, from all appropriate Relevant Authorities and from anypersons or bodies with whom any member of the Porta Group or SEC has entered intocontractual arrangements and all such Authorisations remaining in full force and effectand there being no notice or intimation of any intention to revoke, suspend, restrict,modify or not to renew any of the same and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with;

(F) save as Disclosed to SEC, there being no provision of any agreement, arrangement,licence, permit or other instrument to which any member of the Porta Group is a party orby or to which any such member or any of its assets is or are or may be bound, entitledor subject and which, in consequence of the Scheme or the Offer or the acquisition orproposed acquisition of any Porta Shares or other securities in, or control or managementof, Porta or any other member of the Porta Group, or the issuance or proposed issuanceof New SEC Shares to Scheme Shareholders, or otherwise, could or might result in, ormight reasonably be expected to result in:

(i) any monies borrowed by, or any other indebtedness (actual or contingent) of anysuch member of the Porta Group, which is material in the context of the PortaGroup, being or becoming repayable or capable of being declared repayableimmediately or earlier than the repayment date stated in such agreement,arrangement, licence, permit or other instrument, or the ability of any such memberto borrow monies or incur any indebtedness being withdrawn or inhibited orbecoming capable of being withdrawn or inhibited;

(ii) the interests or business of any member of the Porta Group in or with any otherperson, firm, company or body (or any arrangements relating to such interests orbusiness) being terminated, modified or adversely affected, which is material in thecontext of the Porta Group;

(iii) any material assets of any member of the Porta Group being or falling to bedisposed of or charged in any manner howsoever or any right arising under whichany such asset or interest could be required to be disposed of or charged in anymanner howsoever;

(iv) 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 memberof the Porta Group or any such mortgage, charge or other security interest(whenever created, arising or having arisen) becoming enforceable;

(v) any such agreement, arrangement, licence, permit or other instrument, or the rights,liabilities, obligations or interests of any member of the Porta Group thereunder,being, or becoming capable of being, terminated or adversely modified or adverselyaffected or any obligation or liability arising or any adverse action being taken orarising thereunder, which is material in the context of the Porta Group;

(vi) any liability of any member of the Porta Group to make any severance, termination,bonus or other payment to any of its directors or other officers, which is material inthe context of the Porta Group;

(vii) the rights, liabilities, obligations, interests or business of any member of the PortaGroup under any such arrangement, agreement, licence, permit, lease or instrumentor the interests or business of any member of the Porta Group in or with any other

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person or body or firm or company (or any arrangement or arrangement relating toany such interests or business) being or becoming capable of being terminated, oradversely modified or affected in a manner that is materially adverse to the PortaGroup as a whole;

(viii) any member of the Porta Group ceasing to be able to carry on business under anyname under which it presently carries on business;

(ix) the value of, or the financial or trading position or prospects of, any member of thePorta Group being prejudiced or adversely affected, which is material in the contextof the Porta Group; or

(x) the creation or acceleration of any liability (actual or contingent) by any member ofthe Porta Group other than trade creditors or other liabilities incurred in the ordinarycourse of business;

and no event having occurred which, under any provision of any such agreement,arrangement, licence, permit or other instrument to which any member of the Porta Groupis a party or by or to which any such member or any of its assets are bound, entitled orsubject, would or might reasonably be expected to result in any of the events orcircumstances as are referred to in Conditions 3(F)(i) to (x);

(G) no member of the Porta Group having since 31 December 2018, save as Disclosed to SEC:

(i) issued or agreed to issue, or authorised or proposed or announced its intention toauthorise or propose the issue of, additional shares of any class, or securities orsecurities convertible into, or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares, securities or convertible securities ortransferred or sold, or agreed to transfer or sell or authorised or proposed thetransfer or sale of, Porta Shares out of treasury;

(ii) recommended, declared, paid or made or proposed to declare, pay or make anybonus issue, dividend or other distribution in respect of the share capital of Porta;

(iii) merged with any body corporate or implemented, effected, authorised, proposed orannounced any intention to implement, effect, authorise or propose any merger,demerger, reconstruction, amalgamation, partnership, joint venture, scheme,commitment, acquisition, disposal, transfer, mortgage or charge of or granting of anysecurity over assets or shares or loan capital (or the equivalent thereof) in anyundertaking or undertakings;

(iv) purchased or redeemed or repaid any of its own shares or other securities orreduced or made any other change to any part of its share capital;

(v) issued, authorised or proposed or announced an intention to authorise or proposethe issue of any debentures or made any change in or to the terms of anydebentures or incurred or increased any indebtedness or become subject to anycontingent liability which is material in the context of the Porta Group taken as awhole or in the context of the Merger;

(vi) entered into, varied or authorised any contract, arrangement, agreement, transactionor commitment (whether in respect of capital expenditure or otherwise) which is of along term, unusual or onerous nature or magnitude or which is or could reasonablybe expected to be materially restrictive or onerous on the business of any memberof the Porta Group and which is material in the context of the Porta Group taken asa whole or in the context of the Merger;

(vii) entered into or varied the terms of, or made any offer (which remains open foracceptance) to enter into or vary the terms of any contract, service agreement,commitment or arrangement with any director or senior executive of any member ofthe Porta Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme,incentive scheme or other benefit (including in relation to any personal definedcontribution or defined benefit pension scheme) relating to the employment ortermination of employment of any employee of the Porta Group;

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(ix) been unable, or admitted in writing that it is unable, to pay its debts or commencednegotiations with one or more of its creditors with a view to rescheduling orrestructuring any of its indebtedness, or having stopped or suspended (orthreatened to stop or suspend) payment of its debts generally or ceased orthreatened to cease carrying on all or a substantial part of its business;

(x) taken or proposed any steps, corporate action or had any legal proceedingsinstituted or threatened against it in relation to the suspension of payments, amoratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution,reorganisation or for the appointment of a receiver, administrator, manager,administrative receiver, trustee or similar officer of all or any material part of itsassets or revenues or any analogous or equivalent steps or proceedings in anyjurisdiction or appointed any analogous person in any jurisdiction or had any suchperson appointed;

(xi) (other than in connection with the Scheme) made any alteration to its memorandumor articles of association;

(xii) waived or compromised or settled any claim in respect of the Porta Group which ismaterial in the context of the Porta Group taken as a whole or in the context of theMerger; or

(xiii) entered into any contract, commitment or agreement to, or passed any resolutionwith respect to, or announced any intention to, or to propose to, effect any of thetransactions or events referred to in this paragraph;

(H) since 31 December 2018, and save as Disclosed to SEC:

(i) no adverse change and no circumstance having arisen which would or mightreasonably be expected to result in any adverse change in the business, assets,financial or trading position or profits or prospects or operational performance of anymember of the Porta Group which in any such case is, or might reasonably beexpected to be, material in the context of the Porta Group taken as a whole or inthe context of the Merger;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to whichany member of the Porta Group is or may become a party (whether as plaintiff,defendant or otherwise) having been threatened, announced or instituted orremaining outstanding in respect of any member of the Porta Group and which inany such case is likely to adversely affect any member of the Porta Group to anextent which is, or might reasonably be expected to be, material in the context ofthe Porta Group taken as a whole or in the context of the Merger;

(iii) no enquiry or investigation by, or complaint or reference to, any Relevant Authorityhaving been threatened, announced, implemented or instituted by or against orremaining outstanding against or in respect of any member of the Porta Groupwhich is, or which might reasonably be expected to be, material in the context ofthe Porta Group taken as a whole or in the context of the Merger; or

(iv) no contingent or other liability having arisen or been incurred or become apparentor increased which is, or might reasonably be expected to be, material in thecontext of the Porta Group taken as a whole or in the context of the Merger;

(I) save as Disclosed to SEC, SEC not having discovered:

(i) that any financial or business or other information concerning the Porta Groupdisclosed at any time, whether publicly or otherwise, by or on behalf of any memberof the Porta Group, to SEC or its advisers is misleading or contains a materialmisrepresentation of fact or omits to state a fact necessary to make the informationcontained therein not misleading which is, or might reasonably be expected to be,material in the context of the Porta Group taken as a whole or in the context of theMerger;

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(ii) that any partnership, company or other entity in which any member of the PortaGroup has an interest and which is not a subsidiary undertaking of Porta is subjectto any liability, contingent or otherwise, which is or might reasonably be expected tomaterial in the context of the Porta Group taken as a whole or in the context of theMerger; or

(iii) any information which affects the import of any information disclosed at any time byor on behalf of any member of the Porta Group to an extent which is material in thecontext of the Porta Group taken as a whole or in the context of the Merger;

(iv) any past or present member of the Porta Group has not complied with allapplicable legislation or regulations of any jurisdiction or any notice or requirementof any Relevant Authority or all contractual provisions relating in each case to theprotection of the environment or planning or health and safety including thoserelating to the storage, carriage, disposal, discharge, spillage or leak of waste ordisposal or emission of any hazardous substance or any substance likely to impairthe environment or harm human health which noncompliance would be likely to giverise to any liability (whether actual or contingent) on the part of any member of thePorta Group or SEC Group which is, or might reasonably be expected to be,material in the context of the Porta Group taken as a whole or in the context of theMerger or SEC Group (as appropriate) in the context of the Merger;

(v) there has been a disposal, discharge, spillage or leak of waste or disposal oremission of any hazardous substance or any substance likely to impair theenvironment or harm human health on, or from, any land, or other asset, owned,occupied, managed or made use of at any time by any past or present member ofthe Porta Group, or in which any such member may now or previously have had aninterest, which would be likely to give rise to any liability (whether actual orcontingent) on the part of any member of the Porta Group or the SEC Group whichin any such case is, or might reasonably be expected to be, material in the contextof the Porta Group taken as a whole or in the context of the Merger;

(vi) there is or is likely to be any obligation or liability (whether actual or contingent) tomake good, repair, re-instate or clean up any property now or previously owned,occupied or made use of by any past or present member of the Porta Group or inwhich any such member may now or previously have had an interest under anyenvironmental legislation or regulation or notice, circular or order of any RelevantAuthority in any jurisdiction which in any such case is, or might reasonably beexpected to be, material in the context of the Porta Group taken as a whole or inthe context of the Merger; or

(vii) any member of the Porta Group or any person that performs or has performedservices for or on behalf of any such member is or has engaged in any activity,practice or conduct which would constitute an offence under the Bribery Act 2010or any other applicable anti-corruption legislation;

(J) since 31 December 2018, and save as Disclosed to Porta:

(i) no adverse change and no circumstance having arisen which would or mightreasonably be expected to result in any adverse change in the business, assets,financial or trading position or profits or prospects or operational performance of anymember of the SEC Group which in any such case is, or might reasonably beexpected to be, material in the context of the Porta Group taken as a whole or inthe context of the Merger;

(ii) Porta not having discovered that any financial or business or other informationconcerning the SEC Group disclosed at any time, whether publicly or otherwise, byor on behalf of any member of the SEC Group, to Porta or its advisers ismisleading or contains a material misrepresentation of fact or omits to state a factnecessary to make the information contained therein not misleading which is, ormight reasonably be expected to be, material in the context of the Porta Grouptaken as a whole or in the context of the Merger;

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(iii) Porta not having discovered any information which affects the import of anyinformation disclosed at any time by or on behalf of any member of the SEC Groupto an extent which is material in the context of the Porta Group taken as a whole orin the context of the Merger;

(iv) no litigation, arbitration proceedings, prosecution or other legal proceedings to whichany member of the SEC Group is or may become a party (whether as plaintiff,defendant or otherwise) having been threatened, announced or instituted orremaining outstanding in respect of any member of the SEC Group and which inany such case is likely to adversely affect any member of the SEC Group to anextent which is, or might reasonably be expected to be, material in the context ofthe Porta Group taken as a whole or in the context of the Merger;

(v) Porta not having discovered that any partnership, company or other entity in whichany member of the SEC Group has an interest and which is not a subsidiaryundertaking of SEC is subject to any liability, contingent or otherwise, which is ormight reasonably be expected to be material in the context of the Porta Grouptaken as a whole or in the context of the Merger.

4. If SEC is required by the Panel to make an offer for Scheme Shares under the provisions ofRule 9 of the Takeover Code, SEC may make such alterations to any of the above Conditionsand terms of the Offer as are necessary to comply with the provisions of that Rule.

5. Conditions 3(C) to 3(J) (inclusive) must be fulfilled or waived by no later than 11.59 p.m. onthe date immediately preceding the Scheme Court Hearing, failing which the Scheme willlapse. To the extent permitted by law and subject to the requirements of the Takeover Panel,SEC reserves the right to waive all or any of Conditions 3(C) to 3(I) in whole or in part andPorta reserves the right to waive Condition 3(J) in whole or in part. Neither SEC nor Porta (asthe case may be) shall be under any obligation to waive or to treat as fulfilled any ofConditions 3 (E) to (I) (inclusive) (in the case of SEC) or 3(J) (in the case of Porta) before11.59 p.m. on the date immediately preceding the Scheme Court Hearing, notwithstanding thatthe other Conditions of the Offer may at such earlier date have been waived or fulfilled andthat there are at such earlier date no circumstances indicating that any of such Conditions maynot be capable of fulfilment.

6. The availability of the Offer to persons not resident in the United Kingdom may be affected bythe laws of the relevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements.

7. The availability of the New SEC Shares to persons not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions. Persons who are not resident in the UnitedKingdom should inform themselves about and observe any applicable requirements.

8. The New SEC Shares to be issued under the Scheme will be issued credited as fully paidand will rank in full for all dividends and other distributions, if any, declared, made or paid afterthe Effective Date and otherwise shall rank pari passu with the issued ordinary shares in SEC.

9. Fractions of New SEC Shares will not be allotted or issued to Scheme Shareholders and theentitlements of Scheme Shareholders will be rounded down to the nearest whole number ofNew SEC Shares.

10. The Merger will not be made, directly or indirectly, in or into, or by use of the mails of, or byany means or instrumentality (including, without limitation, facsimile transmission, telex,telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of anational securities exchange of, any Restricted Jurisdiction and the Merger will not be capableof acceptance by any such use, means, instrumentality or facility or from within the anyRestricted Jurisdiction.

11. Porta Shares which will be acquired under the Merger will be acquired fully paid and free fromall liens, equities, charges, encumbrances, options, rights of pre-emption and any other thirdparty rights and interests of any nature and together with all rights now or hereafter attachingor accruing to them, including voting rights and the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid on or after the date of theAnnouncement.

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12. Under Rule 13.5 of the Takeover Code, SEC may not invoke a condition to the Offer so as tocause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances whichgive rise to the right to invoke the condition are of material significance to SEC in the contextof the Offer. The determination of whether or not such a condition can be invoked would bedetermined by the Panel. The conditions contained in Conditions 1, 2, 3(A) and 3(B) are notsubject to this provision of the Takeover Code.

13. Under Rule 13.6 of the Takeover Code, Porta may not invoke or cause or permit SEC toinvoke any condition to the Offer unless the circumstances which give rise to the right toinvoke the condition are of material significance to the Porta Shareholders in the context of theOffer. The determination of whether or not such a condition can be invoked would bedetermined by the Panel. The conditions contained in Conditions 1, 2(A), 2(B), 2(E), 3(A) and3(B) are not subject to this provision of the Takeover Code.

14. SEC reserves the right, with the consent of the Panel, to elect to implement the Merger byway of an Offer. In such event, such Offer will be implemented on the same terms (subject toappropriate amendments, including (without limitation) an acceptance condition set at 90 percent. (or such lesser percentage (being more than 50 per cent.) as SEC may determine) ofthe shares to which the Offer relates), so far as applicable, as those which would apply to theScheme.

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PART IV

SEC INVESTMENT CONSIDERATIONS

The attention of Porta Shareholders is drawn to certain investment considerations relatingto the New SEC Shares, including certain aspects of Italian company law and SEC’sconstitution which will govern SEC and the New SEC Shares. Many of these investmentconsiderations are contingencies which may or may not occur and the SEC Group is not ina position to express a view as to the likelihood of any such contingency occurring. TheSEC Board believes that the factors described below represent the current material risksinherent in holding the New SEC Shares; however, the business, financial condition, results,operations or share price of SEC may be materially and adversely affected by other factorswhich are currently not known to SEC. In addition to all of the other information set out inthis document, Porta Shareholders should carefully consider the risk factors and the Italiancompany law information set out below before reaching their own views prior to making anyinvestment decision. You should consult a legal adviser, an independent financial adviserduly authorised under the FSMA, or a tax adviser for legal, financial or tax advice.

SECTION A: RISK FACTORSPorta Shareholders are referred to the risks set out below. Holding New SEC Shares will besubject to a number of risks and may not be suitable for everyone. A decision to hold NewSEC Shares is only suitable for investors who are capable of evaluating, or who have beenadvised of the risks and merits of, such investments and who have sufficient resources tobear any loss which might result from such investment. No assurance can be given thatholders of New SEC Shares will realise a profit or avoid a loss on their investment. Therisks described below do not purport to be exhaustive and are not set out in any order ofpriority. Additional risks and uncertainties which are not presently known to or are currentlydeemed immaterial by the SEC Directors may also have an adverse effect on the CombinedGroup’s business, financial condition or results as a result of which its prospects couldsuffer and investors could lose all or part of their investment.

If any of the following risks occur, the Combined Group’s business, financial position and/oroperating results could be materially and adversely affected.

In addition to the other relevant information set out in this document, the SEC Directorsconsider that the following specific risk factors, which are not set out in any particular orderof priority, should be taken into account when evaluating whether to make an investment inSEC:

1. RISKS RELATING TO THE MERGERThe Merger may not completeCompletion of the Merger is subject to the satisfaction of a number of conditions precedentincluding but not limited to the approval of the Merger by the Shareholders at the General Meeting.If Shareholders do not approve the Merger at the General Meeting or if the other conditions to theMerger are not satisified (or waived) where applicable, the Merger will not complete.

The Combined Group may not be able to fully realise the benefits of the MergerThe Combined Group’s success will partially depend upon the Company’s ability following theMerger to integrate the Porta Group without significant disruption to its business. Although theDirectors believe that such disruption is unlikely, issues may come to light during the course ofintegrating the Porta Group into the Combined Group that may have an adverse effect on thefinancial condition and results of operations of the Combined Group. There is no assurance that theCompany will realise the potential benefits of the Merger including, without limitation, recurringrevenue from the Porta Group to the extent and within the time frame contemplated. If the Companyis unable to integrate the Porta Group successfully into the Combined Group then this could have asignificantly negative impact on the results of operations and/or financial condition of the CombinedGroup. The Combined Group’s success will partially depend on there being no adverse change inthe Porta Group between the date of this document and the date of the completion of the Merger.

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2. RISKS RELATING TO THE GROUPExposure of the Combined Group to economic conditionsDemand for the Combined Group services may be significantly affected by the general level ofeconomic activity and economic conditions in the regions and sectors in which the Combined Groupwill operate. Therefore, an actual or perceived economic downturn, especially in regions or sectorswhere the Combined Group’s operations will be focused, could have a material adverse effect onCombined Group’s business and financial results. In addition, there may be a delay between theoccurrence of an actual or perceived threat of economic downturn and the impact this could haveon the Combined Group’s financial results.

The Combined Group will be reliant on key executives and personnelThe Combined Group’s business, development and prospects will be dependent upon the continuedservices and performance of its directors, in particular Fiorenzo Tagliabue, Tom Parker, Mark Glover,Emma Kane, Brian Tyson, Eric Giuily, Paola Ambrosino and key personnel. The experience andcommercial relationships of the Combined Group’s directors and key personnel will help provide theCombined Group with a competitive edge. The SEC Directors believe that the loss of services ofany existing key executives for any reason, or failure to attract and retain necessary personnel,could adversely impact the business, development, financial condition, results of operations andprospects of the Combined Group.

Acquisition strategyThe Combined Group will employ an acquisition strategy whereby it will seek bolt-on acquisitions. Aresult of this will be an ever increasing number of management teams within the Combined Groupwhich require oversight by the Board. Additionally there remains the risk that all acquisitions maynot be accretive. There is a risk related to the Combined Group’s ability to accurately identifysuitable targets and to successfully execute transactions for such a strategy. As consideration forsuch acquisitions, the Combined Group may seek to issue additional SEC Shares. There can be noguarantee that sellers of target companies, businesses or assets will be prepared to accept sharestraded on AIM as consideration, and this may limit the Combined Group’s ability to grow itsactivities and pursue its strategy. The difficulties involved in integrating any companies, businessesor assets acquired by the Combined Group may divert financial and management resources fromthe Combined Group’s core business, which could adversely affect the Combined Group’s business,financial condition and operating results.

Reliance on subcontractorsThe Combined Group utilises subcontractors on a project-by-project basis to meet its contractualobligations from time to time. Such projects will rely on the subcontractors performing their dutiesand obligations, not only in terms of timely delivery but also in terms of their performanceobligations. Any such non-performance may result in time and cost over-run of the CombinedGroup’s projects and reduce the value of the Combined Group’s returns.

Time of large contractsThe Combined Group’s revenues will be generated from a mix of longer and shorter lead timecontracts for services.

The timing of order placement and delivery of the larger contracts for services are inherently difficultto predict potentially causing material fluctuations in actual results compared with expectations orplans.

Competition for investmentThe Combined Group may face significant competition from both domestic and internationalcompetitors who have greater capital, greater resources and superior brand recognition that theCombined Group and who may be able to provide better services, adopt more aggressive pricingpolicies or pay higher prices to acquire businesses. There is no assurance that the CombinedGroup will be able to compete successfully in such an environment.

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Internal controlsFuture growth and prospects for the Combined Group will depend on the ability of the directors ofthe Combined Group to manage the business of the Combined Group and to continue to expandand improve operational, financial and management information and quality control systems on atimely basis, whilst at the same time maintaining effective cost controls. Any failure to expand andimprove operational, financial and management information and quality control systems in line withthe Combined Group’s growth could have a material adverse effect on the Combined Group’sbusiness, financial condition and results of operations.

Quality of the Combined GroupThe Combined Group’s success is correlated to the reputation of its services to its clients. TheCombined Group’s results, therefore, depend on its ability to maintain the quality of its services, aswell as on the maintenance of a strong image of its brands. Any failure to guarantee the quality ofits services could have material adverse effects on the Combined Group’s reputation, which couldharm its business, financial condition, and operating results.

Reputation is important in winning contracts with both new and existing customersThe Combined Group’s reputation, in terms of the services it provides and the way in which itconducts its business, will be central to the Combined Group winning contracts with both new andexisting customers. Failure to meet the expectations of these customers and other businesspartners may have a material adverse effect on the Combined Group’s reputation, business,prospects, results of operation and financial condition. The Combined Group’s future revenue growthand the contracts it wins will depend on its ability to provide customers with a high quality ofservice. If the Combined Group is unable to provide customers with a high quality of service, itcould face customer dissatisfaction, leading to decreased demand for its services, a loss of revenueand damage to the Combined Group’s reputation.

Expansion through acquisitions entails certain risksPart of the Combined Group’s strategy will involve expanding its business through acquisitions ofother businesses. Such acquisitions will require the integration of new operations into the CombinedGroup’s business. The Combined Group’s ability to realise the expected benefits from futureacquisitions will depend, in large part, upon its ability to integrate new operations with existingoperations in a timely and effective manner and to manage an increasingly large business. It willalso potentially depend upon the Combined Group’s ability to recruit additional management as itcannot be assumed that management of acquired businesses will continue to work for theCombined Group in the longer-term, or that any of its recruiting efforts will succeed. In addition, theCombined Group’s acquisition strategy will involve numerous risks, including the potential inability toidentify appropriate acquisition opportunities, possible failures of acquisitions to be profitable or togenerate anticipated cash flows, the entry into markets and geographic areas where the CombinedGroup has limited or no experience, diversion of management’s time and resources from coreoperations and potential difficulties in integrating operations and systems with those of acquiredcompanies.

Conglomerate of companiesSEC has a number of subsidiaries in various European countries, each of which typically maintaintheir own brand, working practices and systems and finance. Due to this conglomerate strategy,there is a risk that future corporate structure clashes, brand dilution and additional layers ofmanagement and administration could restrict realisation of full value in the Combined Group.

Change of governmentCertain of the clients of the SEC Group’s Brussels based advocacy business (Cambre AssociatesSA) are governments.

Elections therefore create uncertainty over some of the contracts, as non-re-election of agovernment may mean that contracts cease to be renewed.

Intellectual property rightsNot all of the SEC Group’s brand names are protected as registered trademarks. Third parties mayinfringe the SEC Group’s intellectual property rights or try to challenge the validity of the SEC

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Group’s intellectual property. Any litigation or dispute involving the scope or enforceability of theSEC Group’s intellectual property rights or any allegation that it infringed upon the intellectualproperty rights of others could be costly and time-consuming, lead to a diversion of resources andresult, if determined adversely to the SEC Group, in harm to the Combined Group’s business,results of operations and financial condition.

Currency riskSEC reports its results in Euros, whilst it is expected that some of its costs and revenues will bedenominated in currencies outside of its reporting currency. This may result in additions to theCombined Group’s reported costs or reductions in the Combined Group’s reported revenues. All orany of these factors may have a negative effect on the Combined Group’s financial results and maytherefore adversely affect the Combined Group’s financial condition. In addition, if the currencies inwhich the Combined Group earns its revenues and/or holds its cash balances weaken against thecurrencies in which it incurs its expenses, this could adversely affect the Combined Group’s liquidity.The SEC Group does not currently undertake hedging, and were the Combined Group to do so,such hedging would be based on estimates of liabilities and future revenues and may not fullyeliminate the impact of future foreign currency exchange fluctuations.

Force majeureThe Combined Group’s operation may be adversely affected by risks outside of its control includingacts of terrorism, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods,explosion or other catastrophes, epidemics or quarantine restrictions.

3. RISK RELATING TO SEC’S SECURITIESGeneralAn investment in the New SEC Shares is only suitable for investors capable of evaluating the risks(including the risk of capital loss) and merits of such investment and who have sufficient resourcesto sustain a total loss of their investment. An investment in the New SEC Shares should be seen aslong-term in nature and complementary to investments in a range of other financial assets andshould only constitute part of a diversified investment portfolio. Accordingly, typical investors in SECare expected to be institutional investors, private client fund managers and private client brokers, aswell as private individuals who have received advice from their professional advisers regardinginvestment in the New SEC Shares and/or who have sufficient experience to enable them toevaluate the risks and merits of such investment themselves.

Share price volatility and liquidityFollowing Admission, the market price of SEC Shares may be subject to wide fluctuations inresponse to many factors, including stock market fluctuations and general economic conditions orchanges in political sentiment that may substantially affect the market price of the SEC Sharesirrespective of the progress the Combined Group may make in terms of developing and launchingits services or its actual financial, trading or operational performance. These factors could includethe performance of the Combined Group, purchases or sales of the SEC Shares (or the perceptionthat the same may occur, as, for example in the period leading up to the expiration of therestrictions contained in certain lock-in and orderly marketing arrangements), legislative changes andmarket, economic, political or regulatory conditions or price distortions resulting from limited liquidity.The share price for publicly traded companies, relatively small public companies, such as SEC, canbe highly volatile. Admission to AIM should not be taken as implying that a liquid market forSEC Shares will either exist, develop or be sustained following Admission. Active, liquid tradingmarkets generally result in lower price volatility and more efficient execution of buy and sell ordersfor investors. The liquidity of a securities market is often a function of the volume of the underlyingshares that are publicly held by unrelated parties. If a liquid trading market for SEC Shares doesnot develop, the price of SEC Shares may become more volatile and it may be more difficult tocomplete a buy or sell order even for a relatively small number of such SEC Shares.

Substantial sales of SEC Shares could cause the price of SEC Shares to declineThere can be no assurance that certain SEC Directors or other shareholders of SEC will not electto sell their SEC Shares. The market price of SEC Shares could decline as a result of any suchsales of SEC Shares or as a result of the perception that these sales may occur. In addition, if

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these or any other sales were to occur, SEC may in the future have difficulty in offering SEC Sharesat a time or at a price it deems appropriate.

There is no guarantee that the SEC Shares will continue to be traded on AIMSEC cannot assure investors that SEC Shares will always continue to be traded on AIM or on anyother exchange. If such trading were to cease, certain shareholders may decide to sell their shares,which could have an adverse impact on the price of SEC Shares. Additionally, if in the future SECdecides to obtain a listing on another exchange in addition or as an alternative to AIM, the level ofliquidity of SEC Shares traded on AIM could decline.

Investment in AIM traded securitiesSEC Shares will be traded on AIM rather than admitted to the Official List of the UK ListingAuthority. AIM is designed primarily for emerging or smaller companies to which a higher investmentrisk tends to be attached than to larger or more established companies. The rules of AIM are lessdemanding than those admitted to the Official List and an investment in shares traded on AIM maycarry a higher risk than an investment in shares admitted to the Official List. In addition, the marketin shares traded on AIM may have limited liquidity, making it more difficult for an investor to realiseits investment on AIM than to realise an investment in a company whose shares are admitted to theOfficial List. Investors should therefore be aware that the market price of SEC Shares may be morevolatile than that of shares admitted to the Official List, and may not reflect the underlying value ofthe Combined Group. Investors may, therefore, not be able to sell at a price which permits them torecover their original investment and could lose their entire investment.

Issuance of additional Porta SharesSEC may need to raise additional funds in the future to finance amongst other things, workingcapital, expansion of the business, new developments relating to existing operations or newacquisitions. If additional funds are raised through the issuance of new equity or equity linkedsecurities of SEC other than on a pro-rata basis to existing shareholders of SEC, the percentageownership of the existing shareholders of SEC may be reduced. SEC Shareholders may alsoexperience subsequent dilution and/or such securities may have preferred rights, options and pre-emptions senior to SEC Shares.

DividendsIt is the intention of the SEC Directors to pay a modest annual dividend. However, SEC’s ability topay dividends to shareholders out of distributable profits is dependent on SEC’s ability to receivefunds for such purposes, directly or indirectly, from subsidiaries in a manner which createsdistributable reserves for SEC. Furthermore, SEC’s ability to pay dividends to shareholders is afunction of the performance of investments and other factors that the SEC Directors deemsignificant from time to time, such as capital requirements and general economic conditions.

4. RISK RELATING TO THE GROUP’S OPERATIONS OVERSEASGeneralIt is expected that a significant proportion of the Combined Group’s revenues, not the majority, willbe generated outside Italy. The Combined Group’s business could therefore be adversely affectedby changes in local and regional economic, political and social conditions or the policies of therelevant government, such as changes in laws and regulations, taxation and imposition ofrestrictions on currency conversion. In addition, the occurrence of war, public disorder, economicsanctions, terrorism and local or national strikes or labour unrest in any of the overseas locations inwhich the Combined Group operates may disrupt or permanently prevent the Combined Group fromoperating in these locations or recovering its investment in whole or in part. The Combined Group’sinvestments may be denominated in currencies other than Euro. Accordingly, fluctuations inexchange rates between Euro and the relevant local currency and the costs of conversion andexchange control may have an unfavourable effect on the profitability of such operations.

5. FINANCIAL RISKSRevenue and profitabilitySEC cannot guarantee that the Combined Group will be able to achieve or sustain revenue growthand achieve or sustain profitability in the future. If SEC is unable to achieve or sustain profitability,

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the business could be severely harmed. The Combined Group’s operating results may fluctuate asa result of a number of factors, many of which will be beyond its control. These factors include,amongst others, the growth rate of markets into which the Combined Group will sell its services,market acceptance of and demand of its services and those of its customers and unanticipateddelays, problems in the introduction of its services. If the Combined Group does not realisesufficient revenue levels to sustain profitability, it may require additional working capital and financingin the medium term, which may not be available on attractive terms, or at all.

SECTION B: ITALIAN COMPANY LAW INFORMATIONThere are significant differences between English and Italian company law which couldimpact upon the rights of Scheme Shareholders when they acquire New SEC Shares inconsideration for their holdings of Porta Shares. Porta Shareholders are referred to thesummary set out below of certain key elements of Italian company law and SEC’sconstitutional arrangements which will be govern SEC and the New SEC Shares. Thissummary is not exhaustive and it may be necessary for Porta Shareholders to obtainindependent legal advice in order to establish whether it would be appropriate for them toacquire security interests in a company registered in Italy, such as SEC.

Memorandum and Articles Of AssociationUnder Italian law, the share capital of a joint stock company (società per azioni) may berepresented either by shares “with par value” or by shares “without par value”. SEC Shares are ofno expressed par value.

For shares “without par value” SEC’s by-laws must refer only to the subscribed capital and thenumber of shares issued, which implies that the shareholding of any single shareholder shall beexpressed not as a monetary figure but as a percentage on the total amount of shares issued andthe value of the shares is derived from the ratio between the total amount of authorised sharecapital and the number of issued shares (so called “unexpressed par value”).

The issuance of shares without par value introduces an instrument of administrative simplificationallowing for greater flexibility in share capital transactions (free increase and reduction) and inoperations on shares (stock split and reverse stock split). Specifically, without a par value SEC mayincrease its authorised share capital by issuing new shares with a lower par value than that of itsthen existing issued shares. In that situation, SEC may determine, with greater flexibility, the numberof new shares to be issued, taking into account periods of market uncertainty and volatility.

Therefore, a variation only in the amount of SEC’s authorised share capital, not affecting the numberof the shares issued, or a variation in the total number of shares issued, not affecting the amount ofSEC’s authorised share capital, will determine a variation in the unexpressed par value of theissued shares.

The following is a summary of the SEC’s by-laws at the date of this document. Where the SEC’sby-laws will be varied by the incorporation of certain amendments to the Articles, this is indicatedbelow.

SEC’s by-laws, which as last amended on 10 June 2019 contain, inter alia, provisions to thefollowing effect:

1. ObjectsThe objects of SEC, as set out in Article 3 of its by-laws, are the design, development andrealisation of communication services for enterprises, organizations, institutions and persons.

2. Voting RightsSEC Shareholders with voting rights are entitled to attend the shareholders’ meetings. Entitlement tothe exercise of voting rights of shares admitted to trading on regulated markets or Europeanmultilateral trading systems is subject to the applicable legislative and regulatory provisions. TheNew SEC Shares will carry the right to vote. SEC’s major shareholders do not have different votingrights to any other shareholder.

3. Major ShareholdersSEC Shareholders owning or becoming owners of a number of shares equal or greater than 3 percent. (three per cent) of the issued share capital of SEC shall notify SEC without delay, and shall

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disclose to SEC any changes in such shareholdings if they shall increase or decrease through onesingle percentage point.

4. Transfer of SharesSEC Shares are registered, indivisible and dematerialised and entered into the centralisedmanagement system for financial instruments. There are no restrictions on the transfers ofSEC Shares, which are freely transferrable and may be traded on multilateral trading facilities suchas AIM.

5. Requirement to Disclose Interests in SharesSEC may request, at any time and at its own expense, that nominee SEC Shareholders, inaccordance with the procedures provided for by the legislative and regulatory provisions in forcefrom time to time, provide the personal details of SEC Shareholders who have not expresslyprohibited their communication, together with the number of SEC Shares registered in thenominees’ accounts in their names. Moreover, SEC is obliged to make the same request to suchnominees upon request of one or more SEC Shareholders representing, alone or together withother SEC Shareholders, at least 5 per cent of the issued share capital of SEC with voting rights atthe ordinary shareholders’ meeting, and such holdings must be proved by filing the appropriatecertifications with SEC. SEC must make a disclosure to the market once a request for details ofsuch SEC Shareholders has been made either at the request of SEC itself or by SEC following arequest by SEC Shareholders, disclosing, where applicable and respectively, the relevant reasonsand as well as the identity and overall shareholdings of the requesting SEC Shareholders. The datareceived from the nominee SEC Shareholders will be made available to all SEC Shareholderswithout cost to them.

6. General MeetingsSEC Shareholders’ meetings are either ordinary or extraordinary and under Italian law there is nodistinction between ordinary resolutions and special resolutions. Both ordinary and extraordinaryshareholders’ meetings are usually called by the board of directors, but Italian law – in particularcircumstances – expressly provides that a shareholders’ meeting may be called in a differentmanner. The notice of meeting must contain at least the indication of the date, time and venue ofthe meeting, together with the list of items to be discussed. The meeting is convened with a noticepublished in the Gazzetta Ufficiale della Repubblica or in at least one of the followingnewspapers: “Italia Oggi” or “MF-Milano Finanza” and on SEC’s web site, at least 15 (fifteen) daysbefore the date set for the meeting on first call. SEC shall as well provide the shareholders with ahard copy of the notice, in compliance with UK Company Act of 2006. Any persons entitled to votecan attend shareholders meetings.

Ordinary shareholders’ meetingAn ordinary shareholders’ meeting may be convened to authorise (i) approval of SEC’s annualaccounts; (ii) appointment or removal of the directors, appointment of the statutory auditors, andappointment of the auditors; (iii) the amount of the compensation for directors and statutory auditors(unless such amounts are already set forth in the SEC’s by-laws), as well as the compensation ofthe auditors; (iv) purchase and disposal of SEC’s own shares, and (v) legal proceedings againstdirectors or statutory auditors for violation of their fiduciary duties.

An ordinary shareholders’ meeting must be convened at least once a year within 120 days from theend of the financial year; SEC’s by-laws can increase such term up to 180 days when SEC isrequired to draw up consolidated financial statements or when required by the particularcircumstances concerning the structure and purpose of SEC.

The notice convening the ordinary shareholders meeting can include an ability to convene a secondmeeting in the event that the first meeting is inquorate because it does not meet the minimumquorum requirement set forth by Italian law. (ie: where shareholders present at the first meeting donot represent SEC Shareholders holding an aggregate at least one-half of SEC’s issued sharecapital entitling them to attend and vote at the meeting).

In particular, at the first meeting, the ordinary shareholders’ meeting (a) is duly held with thepresence of shareholders representing at least one-half of SEC’s issued share capital, and(b) adopts resolutions with the favorable vote of the majority of the represented share capital or thehigher quorum set out in SEC’s by-laws; in the second call, the ordinary shareholders’ meeting,

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regardless of the amount of share capital represented at the meeting, adopts resolutions with thefavorable vote of the majority of the represented share capital. There is no minimum quorumrequirement for holding ordinary shareholders’ meetings in the second call.

If the notice convening the ordinary shareholders’ meeting does not include the ability to convene asecond meeting in the event that the first meeting is inquorate (where shareholders present at thefirst meeting do not represent shareholders holding in the aggregate at least one-half of SEC’sshare capital entitling them to attend and vote the meeting must be convened again).

Extraordinary shareholders’ meetingAn extraordinary shareholders’ meeting is convened to authorise, inter alia, (i) any amendment ofSEC’s by-laws, (ii) appointment or removal of liquidators, (iii) capital increases and reductions,(iv) mergers and demergers, and (v) any other matter expressly provided by the law or SEC’sby-laws.

The notice calling the extraordinary shareholders’ meeting can include an ability to convene asecond meeting (and a third one for companies having access to capital markets) in the event thatthe first meeting is inquorate because it does not meet the minimum requirement set forth by Italianlaw. (i.e.: where SEC Shareholders present at the first meeting do not represent SEC Shareholdersholding an aggregate at least one-half of SEC’s issued share capital entitling them to attend andvote at the meeting)

In particular, at the first meeting, the extraordinary shareholders’ meeting (a) is duly held with thepresence of shareholder representing at least one-half of SEC’s share capital or the higher quorumset out in SEC’s by-laws, and (B) adopts resolutions with the favourable vote of at least two-thirdsof the represented share capital. If the SEC Shareholders present at the first meeting do notrepresent in the aggregate the portion of capital required, the extraordinary shareholders meetingmust be called again. In the second call, the extraordinary shareholders’ meeting (a) is duly heldwith the presence of SEC Shareholders representing at least one-third of SEC’s share capital or thehigher quorum set out in SEC’s by-laws, and (b) adopts resolutions with the favourable vote of atleast two-thirds of the represented share capital in the meeting.

Cases where SEC Shareholders’ prior approval is requiredAs long as the Company’s shares are admitted to trading on a multilateral trading facility, the priorordinary shareholders’ meeting approval is required in the following cases:

(A) acquisition of shareholdings or companies or other assets that constitute a reverse takeoverunder Rule 14 of the AIM Rules for Companies;

(B) sale of shareholdings or companies or other assets that constitute a fundamental change ofbusiness under Rule 15 of the AIM Rules for Companies; and

(C) cancellation of admission of SEC’s shares on AIM pursuant to Rule 41 of the AIM Rules forCompanies. The delisting must be approved by not less than 75 per cent. (seventy five percent) of the votes of the SEC Shareholders attending the meeting, or by the differentpercentage set forth in the AIM Rules for Companies.

These provisions were adopted by SEC on 10 June 2019.

7. Takeovers and mandatory bid requirementsFrom the time and while SEC’s shares are admitted to trading on AIM UK, the provisions set out inArticles 106, 108 and 109 of Italian Consolidated Law on Finance and the applicable Consobregulations will apply on a voluntary basis.

If a shareholder reaches the 30 per cent. threshold provided for by Article 106 of the ItalianConsolidated Law on Finance he shall launch a mandatory tender offer on all the outstandingshares of SEC. If the above-mentioned threshold is reached and the shareholder does not informSEC and does not launch the mandatory tender offer is provided the suspension of the voting rightfor the entire shareholding, which may be ascertained at any time by the SEC Directors.

Therefore, SEC Shareholders who, as a result of new purchases, either individually or in concertwith other shareholders, exceed the threshold of 30 per cent. of the voting rights will be require topromote a mandatory takeover bid, as well as acquiring residual shareholdings in the event of anexcess of 90 per cent. (and failure to rebuild the free float).

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8. Squeeze out and sell out rules in relation to the SEC SharesIf as a result of takeover bid, the bidder holds at least 95 per cent. of the share capital of SEC, thebidder shall be committed to squeeze-out the remaining securities, should any SEC Shareholder sorequest (“Squeeze out”).

Except as provided above, any SEC Shareholder holding a quota exceeding 90 per cent. of sharecapital shall be committed to squeeze-out the remaining securities held by any otherSEC Shareholder unless a sufficient float to ensure regular trading is not restored within 90 days(“Sell out”).

Where Squeeze out applies, and in cases of Sell out (in which the holding indicated is reachedsolely as a result of a global takeover bid,) the price is equal to that of the previous global takeoverbid provided that, in the case of a voluntary takeover bid, as a result of said bid the bidder hasacquired securities that represent not less than 90 per cent. of the share capital with voting rightsincluded in the bid.

Otherwise, the price shall be established by an Italian Court considering any previous offer price orthe market price in the half-year prior to announcement of the bid or prior to the acquisition givingrise to the commitment.

Where Squeeze out applies, and in cases of Sell out (in which the holding indicated is reachedsolely as a result of a global takeover bid), the price shall be paid in the same means of theprevious takeover bid, but the holder of the securities may still demand full payment in cash.

9. Constitution of Board of DirectorsSEC’s administration is entrusted to a board of SEC Directors composed of an uneven number ofmembers which shall not be lower than 3 (three) and not higher than 11 (eleven), whom shallremain in office for the period fixed by the shareholders’ meeting that approved their appointments,up to a maximum of 3 (three) financial years, and may be reappointed. The number of boardmembers and their term of office are decided by a shareholders’ meeting.

At least one (1) of the Board members must meet the independence requirements provided for bythe UK Corporate Governance Code.

The board of SEC Directors may also appoint one or more committees with consulting and advisoryfunctions, determining their duties and powers.

10. Directors’ RemunerationThe shareholders’ meeting is entitled to determine a total amount for the remuneration of alldirectors, including the executive directors.

11. Board of Statutory AuditorsThe board of statutory auditors is composed of three effective members and two substitutemembers, who will remain in office up to a maximum of 3 (three) financial years. The statutoryauditors must satisfy the requirements of integrity, professionalism and independence provided byItalian law.

12. DividendsAt the end of each financial year, the administrative body prepares a report on the financialstatements in accordance with applicable law.

The net profits resulting from the balance sheet, after deduction of at least 5 per cent. (five percent) for allocation to the legal reserve until it reaches one-fifth of the share capital, may bedistributed among SEC Shareholders in proportion to the shareholding held by each of them, unlessthe shareholders’ meeting decides otherwise.

13. Classes of SharesSEC may issue other classes of shares and financial instruments, including bonds and convertiblebonds, “cum warrants” and “warrants”, if they comply with the requirements applicable laws.

SEC may also issue participatory financial instruments, with equity and/or administrative rights, inaccordance with the applicable provisions. The issue of such financial instruments is entrusted tothe board of SEC Directors, without prejudice to the extraordinary shareholders’ meeting authority in

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the event of issue of financial instruments in favour of the employees of SEC or of its subsidiaries,pursuant to Article 2349 of the Italian Civil Code.

The resolution approving the issue shall establish, inter alia, the characteristics of the financialinstruments, specifying in particular the rights conferred by them, the sanctions in case of non-fulfilment of the promised performance and, if allowed, the conditions regulating their transfer.

Shares may also be issued through the conversion of other classes of shares.

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PART V

FINANCIAL INFORMATION ON PORTA

The following sets out the financial information in respect of Porta as required by Rule 24.3 of theCode. The documents referred to below, the contents of which have been previously announcedthrough a Regulatory Information Service, are incorporated into this document by reference pursuantto Rule 24.15 of the Code:

Audited consolidated accounts of Porta* The audited consolidated accounts of Porta for the financial year ended on 31 December 2018

are set out on pages 52 to 114 (inclusive) of the annual report and accounts of Porta for thefinancial year ended on 31 December 2018 available free of charge on Porta’s websitewww.portacomms.com/porta-investors.

* The audited consolidated accounts of Porta for the financial year ended on 31 December 2017are set out are set out on pages 48 to 103 (inclusive) of the annual report and accounts ofPorta for the financial year ended on 31 December 2017 available free of charge on Porta’swebsite https://www.portacomms.com/porta-investors.

If you are reading this document in hard copy form, please enter one of the web addresses abovein your web browser to be brought to the relevant document. If you are reading this document inelectronic form, please click on the relevant web address above to be brought to the relevantdocument.

The above Annual Reports and Accounts of Porta are available in “read-only” format and can beprinted from Porta’s website. Porta will provide within two business days of the request beingreceived, without charge, to each shareholder, person with information rights or other person towhom a copy of this document has been sent, upon their written or verbal request, a copy of anyinformation incorporated by reference in this document. Copies of any information incorporated byreference in this document will not be provided unless such a request is made.

Requests for copies of any such document should be directed to Equiniti, CorporateActions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom orby calling Equiniti between 8.30 a.m. and 5.30 p.m. (London time) on telephonenumber 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK)Monday to Friday (excluding English and Welsh public holidays). Calls to+44 (0)121 415 0259 from outside the UK will be charged at applicable international rates.Calls may be recorded and monitored randomly for security and training purposes.

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PART VI

FINANCIAL INFORMATION ON SEC

The following sets out the financial information in respect of SEC as required by Rule 24.3 of theCode. The documents referred to below, the contents of which have been previously announcedthrough a Regulatory Information Service, are incorporated into this document by reference pursuantto Rule 24.15 of the Code:

Audited consolidated accounts of SEC* The audited consolidated accounts of SEC for the financial year ended on 31 December 2018

are set out on pages 35 to 74 (inclusive) of the annual report and accounts of SEC for thefinancial year ended on 31 December 2018 available free of charge on SEC’s websitewww.secglobal.com/investors.

* The audited consolidated accounts of SEC for the financial year ended on 31 December 2017are set out are set out on pages 28 to 60 (inclusive) of the annual report and accounts ofSEC for the financial year ended on 31 December 2017 available free of charge on SEC’swebsite www.secglobal.com/investors.

Unaudited interim consolidated financial statements* The unaudited interim consolidated financial statements of SEC for the six months ended on

30 June 2018 are set out in SEC’s announcement of its interim results for the six monthsended on 30 June 2018 available free of charge on SEC’s website www.secglobal.com/investors.

If you are reading this document in hard copy form, please enter one of the web addresses abovein your web browser to be brought to the relevant document. If you are reading this document inelectronic form, please click on the relevant web address above to be brought to the relevantdocument.

The above Annual Report and Accounts, and unaudited interim consolidated financial statements ofSEC are available in “read-only” format and can be printed from SEC’s website. SEC will providewithin two business days of the request being received, without charge, to each shareholder, personwith information rights or other person to whom a copy of this document has been sent, upon theirwritten or verbal request, a copy of any information incorporated by reference in this document.Copies of any information incorporated by reference in this document will not be provided unlesssuch a request is made.

Requests for copies of any such document should be directed to Equiniti, CorporateActions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom orby calling Equiniti between 8.30 a.m. and 5.30 p.m. (London time) on telephonenumber 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK)Monday to Friday (excluding English and Welsh public holidays). Calls to+44 (0)121 415 0259 from outside the UK will be charged at applicable international rates.Calls may be recorded and monitored randomly for security and training purposes.

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PART VII

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTSOF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2019-003984

IN THE MATTER OF PORTA COMMUNICATIONS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

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

BETWEEN

Porta Communications Plc

AND

THE HOLDERS OF THE SCHEME SHARES(as defined below)

PRELIMINARY

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

“Act” the Companies Act 2006 (as amended or re-enacted)

“Articles” the articles of association of Porta as at the date of this Schemeand “Article” shall mean any article of those Articles

“business day” a day (excluding Saturdays, Sundays and public holidays) onwhich banks are generally open for business in the City of London

“CDI” CREST Depository Interests, which represent an entitlement toSEC Shares

“certificated” or in“certificated form”

where a share or other security is not in uncertificated form (that is,not in CREST)

“Certificated Form ofElection”

the form of election under which a Scheme Shareholder whoholds Scheme Shares in certificated form may make a CorporateNominee Election, subject to the terms and conditions set out inthe Scheme Document

“Corporate NomineeElection”

an election to receive New SEC Shares through the CorporateNominee Facility which is made by validly completing Part 3 on theCertificated Form of Election and returning the Certificated Formof Election to Equiniti, in each case in accordance with the termsof this Scheme

“Corporate Nominee Facility” the facility provided for in clause 6 under which a SchemeShareholder holding shares in certificated form and who has aregistered address in the EEA, the Channel Islands, the Isle of

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Man, Switzerland or Gibraltar as at the Scheme Record Time mayelect to have the Fiduciary hold on their behalf some or all of theNew SEC Shares which such Scheme Shareholder is entitled toreceive pursuant to this Scheme

“Corporate Nominee FacilityTerms and Conditions”

the terms and conditions governing the operation of the CorporateNominee Facility, as set out at Appendix I (Corporate NomineeFacility Terms and Conditions) to the Scheme Document

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

“Court Meeting” the meeting of the Scheme Shareholders to be convenedpursuant to an order of the Court under section 896 of the Actand to be held at the offices of Osborne Clarke LLP, One LondonWall, London EC2Y 5EB at 11.00 a.m. on 29 July 2019 for thepurposes of considering and, if thought fit, approving this Scheme(with or without amendment) and any adjournment of suchmeeting

“CREST” the relevant system (as defined in the CREST Regulations) inrespect of which Euroclear is the Operator (as defined in theCREST Regulations)

“CREST Manual” the CREST Manual referred to in agreements entered into byEuroclear and available at www.euroclear.com/CREST

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

“Effective” in the context of the Merger:

(A) if the Merger is implemented by way of the Scheme, theScheme having become effective pursuant to its terms; or

(B) if the Merger is implemented by way of an Offer, the Offerhaving been declared or become unconditional in allrespects in accordance with the requirements of the Code

“Effective Date” the date on which the Scheme Court Order is delivered to theRegistrar of Companies for registration and, accordingly, thisScheme becomes Effective in accordance with its terms

“Euroclear” Euroclear UK & Ireland Limited, a company incorporated underthe laws of England and Wales

“Excluded Shares” any Porta Shares:

(A) beneficially owned by SEC or any other member of the SECGroup; and

(B) held by Porta in treasury at the Scheme Record Time

“Fiduciary” Equiniti Financial Services Limited, a company incorporated underthe laws of England and Wales

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“holder” a registered holder of shares, including any person entitled bytransmission

“Long Stop Date” 30 September 2019, being the latest date by which the Schememust become Effective

“members” unless the context otherwise requires, members of Porta on theregister of members at any relevant date

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“Merger” the proposed acquisition by SEC of the entire issued and to beissued ordinary share capital of Porta (not already held by or onbehalf of SEC) pursuant to this Scheme

“New SEC Shares” the new ordinary shares of no par value in the capital of SEC to beallotted and issued credited as fully paid to holders of SchemeShares pursuant to this Scheme

“Panel” the UK Panel on Takeovers and Mergers

“Porta” or the“Representative”

Porta Communications plc (incorporated in England and Walesunder the Companies Act 1985 with registered number05353387), whose registered office is at Sky Light City Tower,50 Basinghall Street, London, EC2V 5DE

“Porta General Meeting” the general meeting of Porta Shareholders to be held at the officesof Osborne Clarke LLP, One London Wall, London EC2Y 5EB at11.15 a.m. on 29 July 2019 (or as soon thereafter as the CourtMeeting shall have been concluded or adjourned) for the purposeof this Scheme, notice of which is set out in Part XI of the SchemeDocument, and any adjournment of such meeting

“Porta Share Scheme” the Porta Communications plc Enterprise Management Incentiveand Unapproved Option Plan

“Porta Shareholders” holders of Porta Shares

“Porta Shares” the ordinary shares of one penny each in the capital of Porta

“pounds”, “£”, “penny”,“pence”, “p” or “Sterling”

the lawful currency of the United Kingdom

“Registrar of Companies” the Registrar of Companies for England and Wales, within themeaning of the Act

“Registrars” SLC Registrars, Elder House, St Georges Business Park,Brooklands Road, Weybridge, Surrey KT13 0TS

“Regulatory InformationService”

one of the regulatory information services authorised by theLondon Stock Exchange to receive, process and disseminateregulatory information in respect of companies trading on AIM

“Scheme” this scheme of arrangement proposed to be made under Part 26of the Act between Porta and the Scheme Shareholders toimplement the Merger, with or subject to any modification, additionor condition approved or imposed by the Court and agreed byPorta and SEC

“Scheme Court Hearing” the hearing by the Court to the sanction this Scheme

“Scheme Court Order” the order of the Court sanctioning this Scheme under section 899of the Act

“Scheme Document” the document dated 5 July 2019 sent by Porta to the PortaShareholders, of which this Scheme forms part

“Scheme Record Time” 6.00 p.m. the date of the Scheme Court Hearing

“Scheme Resolution” the special resolution concerning the Scheme to be proposed atthe Porta General Meeting

“Scheme Shareholders” holders of a Scheme Share, and a “Scheme Shareholder” shallmean any one of the Scheme Shareholders

“Scheme Shares” Porta Shares:

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

(B) issued after the date of this Scheme, but before the VotingRecord Time; and

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(C) issued at or after the Voting Record Time but on or beforethe Scheme Record Time on terms that the original or anysubsequent holders are bound by the Scheme or in respectof which such holders shall have agreed in writing to be sobound,

in each case, other than any Excluded Shares

“SEC” SEC S.p.A (incorporated in Italy with registered number09628510159), whose registered office is at Via Ferrante Aporti,8, Milan, 20215, Italy

“SEC CDI” a CDI representing one SEC Share

“SEC Group” SEC, its subsidiaries, its subsidiary undertakings, its holdingcompanies, and the subsidiaries of its holding companies and,where the context so permits, each of them

“SEC Shares” ordinary shares of no expressed par value each in the issuedshare capital of SEC

“send”, “sent” or “sending” orany similar expression

in relation to any document, announcement or other information,includes distribution in hard copy form, electronic form orpublication on a website in such manner as shall be permittedby the Code or otherwise with the Panel’s consent

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

“uncertificated” or in“uncertificated form”

in respect of a share or other security, where that share or othersecurity is recorded on the relevant register of the share orsecurity concerned as being held in uncertificated form in CRESTand title to which may be transferred by means of CREST

“VAT” value added tax as provided under the Value Added Tax Act 1994

“Voting Record Time” 6.30 p.m. on 25 July 2019, being the day which is two days beforethe date of the Court Meeting or, if such Court Meeting isadjourned, 6.30 p.m. on the day which is two days before the dateof such adjourned meeting

(B) As at Latest Practicable Date, the share capital of Porta is £30,831,162.50, divided into506,525,115 Porta Shares and 2,862,879,050 Deferred Shares of 0.9 pence each.

(C) As at the Latest Practicable Date, the authorised share capital of SEC is €1,864,159.10 whilethe subscribed and paid-in share capital is €1,350,253.30 divided into 13,502,533 ordinaryshares with no expressed par value.

(D) As at the Latest Practicable Date, 85,714,286 of the issued Porta Shares were ExcludedShares, being held by SEC and/or its nominees. As at the Latest Practicable Date, there wereno Porta Shares held by Porta in treasury.

(E) SEC has agreed to appear by counsel at the Scheme Court Hearing, and to submit to bebound by and to undertake to the Court to be bound by this Scheme and to execute and doand procure to be executed and done all such documents, acts and things as may benecessary or desirable to be executed or done by it for the purpose of giving effect to thisScheme.

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THE SCHEME

1. Transfer of the Scheme Shares1.1 On the Effective Date, SEC (and or its nominee(s)) shall acquire all of the Scheme Shares,

fully paid-up with full title guarantee, and free from all liens, equities, charges, encumbrances,options, rights of pre-emption and any other third party rights and other interests, and togetherwith all rights attached thereto including voting rights and the right to receive and retain in fullall dividends and other distributions authorised, declared, made or paid by Porta after theEffective Date.

1.2 For such purposes, the Scheme Shares shall be transferred to SEC (and or its nominees) bymeans of a form of transfer or other instrument or instructions of transfer and to give effect tosuch transfers any person may be appointed by SEC as attorney and/or agent and/orotherwise and shall be authorised as such attorney and/or agent and/or otherwise on behalf ofthe relevant holder of Scheme Shares to execute and deliver as transferor a form of transferor other instrument or instruction of transfer (whether as a deed or otherwise), or procure thetransfer by means of CREST, of such Scheme Shares and every form, instrument orinstruction of transfer so executed shall be as effective as if it had been executed by theholder or holders of the Scheme Shares thereby transferred. Such form of transfer or otherinstrument or instruction of transfer shall be the principal instrument of transfer.

1.3 Pending the transfer of the Scheme Shares pursuant to sub-clause 1.2, each SchemeShareholder irrevocably appoints SEC and/or its nominee(s) as its attorney and/or agent and/orotherwise to exercise on its behalf (in place of and to the exclusion of the relevant SchemeShareholder) any voting rights attached to its Scheme Shares and any or all rights andprivileges attaching to its Scheme Shares, to sign on its behalf any documents, and do suchthings, as may in the opinion of SEC be necessary or desirable in connection with theexercising of any votes or other rights or privileges attached to the relevant Scheme Shares, tosign any consent to short notice of a general or separate class meeting, to execute a form ofproxy in respect of its Scheme Shares appointing any person nominated by SEC to attendgeneral and separate class meetings of Porta and to deal with the Scheme Shares as SECthinks fit, and authorises Porta to send to SEC any notice, circular, warrant or other documentor communication, and to pay to SEC any dividend or other distribution which may be requiredto be sent or paid to it as a member of Porta such that, from the Scheme Effective Date, noScheme Shareholder shall be entitled to exercise (and irrevocably undertakes not to exercise)any voting rights attached to the Scheme Shares or any other rights or privileges attaching tothe Scheme Shares.

2. Consideration for the transfer of the Scheme Shares2.1 In consideration of, and subject to, the transfer of the Scheme Shares pursuant to sub-

clause 1.1, SEC shall, subject to clause 5 (Overseas Shareholders) allot and issue NewSEC Shares to Scheme Shareholders on the following basis:

1 New SEC Share for every 88.4955752 Scheme Shares

2.2 SEC will have the right to reduce the consideration payable to Porta Shareholders under theterms of this Scheme by the amount of any dividend (or other distribution) payable by Porta toPorta Shareholders. If SEC exercises this right, Porta Shareholders will be entitled to receiveand retain such dividend (or other distribution).

General provisions in respect of New SEC Shares:

2.3 The New SEC Shares allotted and issued pursuant to sub-clause 3.2 shall be allotted andissued credited as fully paid and free from all liens, charges, encumbrances and, subject tothe articles of association of SEC, rights of pre-emption and any other third party rights of anynature whatsoever and shall rank pari passu with all other SEC Shares in issue on theEffective Date and shall have the right to receive all dividends, distributions and otherentitlements made or paid or declared thereon by reference to a record date on or after theEffective Date.

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3. Settlement3.1 As soon as reasonably practicable, and in any event no later than 14 days after, the Effective

Date, SEC shall make all such allotments of and shall issue such New SEC Shares as arerequired to be issued to give effect to the Scheme.

3.2 Settlement of the consideration to be satisfied by the issue of New SEC Shares shall beeffected as follows:

(A) in the case of Scheme Shares which at the Scheme Record Time are held in certificatedform, the New SEC Shares to which the relevant Scheme Shareholder is entitled shall beissued in uncertificated form and clause 3.4 or 3.5 shall apply (as appropriate); or

(B) in the case of Scheme Shares which at the Scheme Record Time are held inuncertificated form, the New SEC Shares to which the relevant Scheme Shareholder isentitled shall be issued in uncertificated form through CREST. SEC shall procure thatEuroclear is instructed to credit the appropriate stock account in CREST of the relevantScheme Shareholder with such relevant Scheme Shareholder’s entitlement to such NewSEC Shares in accordance with clause 3.3, provided that SEC reserves the right to issuethe New SEC Shares referred to in this clause to all or any relevant SchemeShareholders in CREST at the Scheme Record Time in the manner referred to in sub-clause 3.3(A) if, for any reason it wishes to do so,

in each case within 14 days of the Effective Date.

3.3 Where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds SchemeShares in uncertificated form, SEC shall procure that (i) the New SEC Shares to which suchScheme Shareholder is entitled shall be issued to CREST International Nominees Limited,which will be the registered holder of such shares as nominee for CREST Depository Limited,and (ii) CREST Depository Limited shall issue SEC CDIs in CREST to the Registrars fordelivery to the CREST account in which such Scheme Shares were so held as soon aspracticable after the Effective Date and in any event within 14 days of the Effective Date.

3.4 Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares incertificated form, then SEC shall procure that if such Scheme Shareholder (i) has a registeredaddress in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltar as at theScheme Record Time and (ii) has validly elected to have the New SEC Shares to which theyare entitled pursuant to the Scheme held on their behalf through the Corporate NomineeFacility, subject to the Corporate Nominee Facility Terms and Conditions, the New SEC Sharesto which such Scheme Shareholder is entitled shall be issued to CREST InternationalNominees Limited as nominee for CREST Depositary Limited and CREST Depositary Limitedshall issue the relative SEC CDIs in CREST to the CREST account of the Fiduciary under andin accordance with the provisions of the Corporate Nominee Facility and the Fiduciary shallpost a statement of entitlement to that Scheme Shareholder within 14 days of the EffectiveDate.

3.5 Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares incertificated form, then SEC shall procure that if such Scheme Shareholder (i) does not have aregistered address in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltaras at the Scheme Record Time and/or (ii) has not validly elected to have the NewSEC Shares to which they are entitled pursuant to the Scheme held on their behalf throughthe Corporate Nominee Facility, subject to the Corporate Nominee Facility Terms andConditions, the New SEC Shares to which such Scheme Shareholder is entitled shall beissued to CREST International Nominees Limited as nominee for CREST Depositary Limitedand CREST Depositary Limited shall issue the relative SEC CDIs in CREST to the CRESTaccount of the Fiduciary under and in accordance with the provisions of the CorporateNominee Facility and such SEC CDIs shall be held by the Representative as bare trustee forthe relevant Scheme Shareholder until the earlier of: (i) the delivery of a valid CorporateNominee Election by such Scheme Shareholder to Equiniti in relation to action which shouldbe taken in respect of the relevant SEC CDIs (in which case the Representative will procurethat such action is taken as is required in order to give effect to such Corporate NomineeElection); and (ii) the date which falls three months (unless such period is extended at Porta’ssole discretion) from the Effective Date (in which case the Representative will procure that

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such SEC CDIs are sold in the market and that the net proceeds of sale (converted, ifrequired, into pounds Sterling and after the deduction of any relevant fees and commissions)are paid to such Scheme Shareholder).

3.6 Any SEC CDIs which have not been sold or extracted from the Corporate Nominee Facility bythe date falling two years after the Effective Date will be sold in the market and the netproceeds of sale (converted, if required, into pounds Sterling and after the deduction of anyrelevant fees and commissions) will be paid to the relevant former Scheme Shareholders.

3.7 The provisions of this clause 3 shall be subject to any condition or prohibition imposed by law.

3.8 The Company shall register the transfers provided for by clauses 1.2 and 1.3 of this Schemein its register of members.

4. Fractional entitlementsAll fractions of New SEC Shares to which Scheme Shareholders would otherwise have beenentitled will not be allotted to any Scheme Shareholder but shall be aggregated and theaggregate of such fractions (rounded down to the nearest whole share) shall be allotted andissued to a person appointed by Porta as nominee for Porta on terms that the nominee shallbe authorised to procure that such New SEC Shares shall as soon as possible after theEffective Date be sold on behalf of the Combined Group.

5. Overseas Shareholders5.1 The provisions of clauses 2 and 3 shall be subject to any prohibition or condition imposed by

law. Without prejudice to the generality of the foregoing, if in the case of any PortaShareholder who are resident in, ordinarily resident in, or citizens or nationals of, jurisdictionsoutside the United Kingdom (an “Overseas Shareholder”), SEC is advised that the allotmentand issue to such Overseas Shareholder of New SEC Shares under clause 2 would or mightinfringe the laws of the relevant jurisdiction or would or might require SEC to obtain or observeany governmental or other consent or any registration, filing or other formality with which SECis unable to comply, or compliance with which SEC regards as unduly onerous, then SECmay:

(A) determine in its sole discretion that the New SEC Shares to which such OverseasShareholder is entitled shall be sold, in which event the New SEC Shares shall beissued to such Overseas Shareholder and SEC shall appoint a person to act as trusteefor such Overseas Shareholder and such person shall be authorised as attorney onbehalf of such Overseas Shareholder to procure that any New SEC Shares in respect ofwhich SEC has made such determination shall be sold; or

(B) where SEC is advised that the procedure in sub-clause 5.1(A) would or might beunlawful in a particular jurisdiction or would or might require SEC to obtain or observeany governmental or other consent or any registration, filing or other formality with whichSEC is unable to comply or compliance with which SEC regards as unduly onerous,determine in its sole discretion that the New SEC Shares to which such OverseasShareholder is entitled shall instead be allotted and issued to a person appointed bySEC as nominee for such Overseas Shareholder and such New SEC Shares shall besold on his behalf by the nominee,

in either case, as soon as practicable after the Effective Date.

5.2 Any sale under sub-clauses 5.1(A) or 5.1(B) shall be carried out at the best price which canbe reasonably obtained at the time of sale, and the net proceeds of such sale, after deductionof all expenses and commission, including any amount in respect of VAT or any applicablesales tax payable thereon, shall be delivered by cheque (by first class post (or such othermethod as may be approved by the Panel)) to such Overseas Shareholder. To give effect toany such sale, the person or nominee so appointed (as the case may be) shall be authorisedas attorney on behalf of such Overseas Shareholder to execute and deliver a form of transferand to give such instructions and do all such things which he may consider necessary orexpedient in connection with such sale. In the absence of bad faith or wilful default, none ofPorta, SEC, the person or the nominee so appointed or any agent of any of them shall haveany liability for any loss arising as a result of the timing or terms of any such sale.

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5.3 In the case of a Scheme Shareholder who is resident, located or has a registered address ina jurisdiction where the extension or availability of the Scheme would breach any applicablelaw or to whom clause 5.1 applies, the omission to send a Certificated Form of Election tosuch Scheme Shareholder or to recognise any Corporate Nominee Election made by suchScheme Shareholder shall not constitute a breach by the Company or SEC of any of theirrespective obligations under this Scheme.

5.4 Neither SEC nor the Company will be liable to any Scheme Shareholder in respect of anyomission or denial pursuant to this Clause 5 or any determination made hereunder.

6. Corporate Nominee ElectionSubject to the terms and conditions set out in this Scheme, each Scheme Shareholder (otherthan a Restricted Overseas Shareholder) may in the case of a Scheme Shareholder who holdsScheme Shares in certificated form and who has a registered address in the EEA, theChannel Islands, the Isle of Man, Switzerland or Gibraltar as at the Scheme Record Time,elect to hold the New SEC Shares which such Scheme Shareholder is entitled to receive asConsideration for some or all of its Scheme Shares in accordance with clause 2 through theCorporate Nominee Facility, subject to the Corporate Nominee Facility Terms and Conditions,by making a valid Corporate Nominee Election.

7. Certificates and cancellationsWith effect from and including the Effective Date:

(A) all certificates representing Scheme Shares shall cease to be valid as documents of titleto the Scheme Shares comprised therein and every holder thereof shall be bound at therequest of Porta to deliver up the same to Porta, or as it may direct, or to destroy thesame; and

(B) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders ofScheme Shares in uncertificated form.

8. The Effective Date8.1 This Scheme shall be effective upon a copy of the Scheme Court Order having been delivered

to the Registrar of Companies for registration.

8.2 Unless this Scheme shall become effective by 11.59 p.m. on the Long Stop Date, or suchlater time and date as Porta and SEC may agree and the Court may think fit to approve orimpose this Scheme shall not become effective and the Merger shall not proceed.

9. Mandates and other instructionsAll mandates and other instructions, including communication preferences, given to Porta byPorta Shareholders who have made a valid Corporate Nominee Election, in force at theScheme Record Time relating to the payment of dividends on Porta Shares and eachinstruction given to Porta as to notices and other communications from Porta will, unless anduntil amended or revoked, be deemed as from and including the Effective Date to be a validand effective mandate or instruction to SEC in respect of the corresponding New SEC Sharesto be allotted, issued and held through the Corporate Nominee Facility. If you do not wishsuch mandates and other instructions, including communication preferences that you havegiven to Porta to apply to your New SEC shares to be allotted, issued and held through theCorporate Nominee Facility, please contact Equiniti on the Shareholder Helpline before theScheme Record Time to amend or withdraw such mandates or instructions.

10. ModificationPorta and SEC may jointly consent on behalf of all persons affected to any modification of, oraddition to, this Scheme or to any condition which the Court may approve or impose.

11. Governing lawThis Scheme is governed by the laws of England and Wales and is subject to the exclusivejurisdiction of the English Courts. The rules of the City Code on Takeovers and Mergers applyto this Scheme.

Dated: 5 July 2019

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PART VIII

ADDITIONAL INFORMATION

1. Responsibility1.1 The Porta Directors, whose names are set out in sub-paragraph 2.1 below, accept

responsibility for the information contained in this document other than the information forwhich responsibility is taken by others pursuant to sub-paragraph 1.2 and 1.3 below. To thebest of the knowledge and belief of the Porta Directors (who have taken all reasonable care toensure that such is the case), the information contained in this document for which they areresponsible is in accordance with the facts and does not omit anything likely to affect theimport of such information.

1.2 The Porta Independent Directors, being the Porta Directors other than Fiorenzo Tagliabue,accept responsibility for the recommendation that Porta Shareholders (to the extent they areentitled to do so) vote in favour of the Scheme at the Court Meeting and the Resolutions to beproposed at the Porta General Meeting. To the best of the knowledge and belief of the PortaIndependent Directors (who have taken all reasonable care to ensure that such is the case),the information 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.

1.3 The SEC Directors, whose names are set out in sub-paragraph 2.2 below, acceptresponsibility for the information contained in this document relating to the SEC Group, theSEC Directors, their immediate families, related trusts and connected persons, the CombinedGroup, future plans for the Combined Group, statements of intention and opinion of SEC andits directors, the information set out in paragraphs 3, 7, 9, 11 and 12 of Part II of thisdocument and the information contained in Parts IV and VI of this document. To the best ofthe knowledge and belief of the SEC Directors (who have taken all reasonable care to ensurethat such is the case), the information contained in this document for which they areresponsible is in accordance with the facts and does not omit anything likely to affect theimport of such information.

2. Directors2.1 The Porta Directors and their respective functions are as follows:

Name Function

John Foley Non-Executive ChairmanFiorenzo Tagliabue Non-Executive Deputy ChairmanEmma Kane Joint Chief Executive OfficerBrian Tyson Joint Chief Executive OfficerRhydian Bankes Chief Financial OfficerGene Golembiewski Executive Director

Porta is a public company limited by shares and incorporated in England and Wales under theCompanies Act 1985 with registered number 05353387. The registered office of Porta is SkyLight City Tower, 50 Basinghall Street, London, EC2V 5DE.

2.2 The SEC Directors and their respective functions are as follows:

Name Function

Luigi Roth Non-Executive ChairmanFiorenzo Tagliabue Chief Executive OfficerAnna Milito Chief Financial OfficerTom Parker Chief Sales OfficerMark Glover Managing DirectorPaola Bruno Non-Executive DirectorDavid Mathewson Non-Executive Director

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SEC is a public company limited by shares and incorporated in the Republic of Italy under thelaws of the Republic of Italy with registered number 09628510159. The registered office ofSEC is Via Ferrante Aporti, 8, Milan, 20215, Italy.

3. Persons acting in concert3.1 In addition to SEC Group companies and their directors, for the purposes of the Code, the

following persons and persons affiliated with them are deemed to be acting in concert withSEC in respect of the Merger:

Name Type of company Registered office Relationship with SEC

Arden Partners Public limitedcompany

5 George Road,Edgbaston, Birmingham,England, B15 1NP

Financial Adviser toSEC

3.2 In addition to Porta Group companies and their directors, for the purposes of the Code, thefollowing persons and persons affiliated with them are deemed to be acting in concert withPorta in respect of the Merger:

Name Type of company Registered officeRelationship withPorta

Grant Thornton Limited liabilitypartnership

30 Finsbury Square,London,England, EC2A 1AG

Nominated Adviser andRule 3 Adviser to Portaand Auditor

4. Interests in SEC Shares4.1 Interests of SEC Directors in relevant securities of SEC

As at the last day of the Disclosure Period, the interests of the SEC Directors (within themeaning of Part 22 of the Act) and their immediate families, related trusts and connectedpersons, all of which are beneficial unless otherwise stated, in relevant securities of SEC were(with the exception of options in respect of SEC Shares which are set out in sub-paragraph 4.2 below) as follows:

Name Number of SEC SharesPercentage of SEC

issued share capital

Fiorenzo Tagliabue(1) 8,920,100 66.06

(1) Includes 647,000 SEC Shares (representing 4.79 per cent. of the SEC issued share capital) held by Silvia AnnaMazzucca, Fiorenzo Tagliabue’s wife.

4.2 Interests of SEC Directors in options over SEC SharesAs at the last day of the Disclosure Period, no options had been granted to the SEC Directorsand remained outstanding under the share option schemes operated by SEC.

Mark Glover has the right, subject to certain terms and conditions, to exchange the shareswhich he holds in Newington Communications Limited for SEC Shares pursuant to the termsof a shareholders’ agreement dated 12 September 2016 entered into between, among others,the Company and Mark Glover. Any SEC Shares allotted to him in accordance with the termsof that agreement will be allotted and issued to him at an issue price which is the average ofthe middle market quotations for the existing issued ordinary shares of SEC as shown in theOfficial List on the last business day in each of the four weeks ended on the date immediatelyprior to the date of allotment of the SEC Shares to him.

4.3 Interests of Porta in relevant securities of SECAs at the last day of the Disclosure Period, Porta was not interested in any SEC Shares.

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4.4 Interests of Porta Directors in relevant securities of SECAs at the last day of the Disclosure Period, the interests of the Porta Directors (within themeaning of Part 22 of the Act) and their immediate families, related trusts and connectedpersons, all of which are beneficial unless otherwise stated, in relevant securities of SEC wereas follows:

Name Number of SEC SharesPercentage of SEC

issued share capital

Fiorenzo Tagliabue(1) 8,920,100 66.06

(1) Includes 647,000 SEC Shares (representing 4.79 per cent. of the SEC issued share capital) held by Silvia AnnaMazzucca, Fiorenzo Tagliabue’s wife.

4.5 Interests of persons acting in concert with Porta in relevant securities of SECAs at the last day of the Disclosure Period, the persons acting in concert with Porta (otherthan the Porta Directors) were not interested in any SEC Shares.

4.6 Interests of persons with whom Porta or any persons acting in concert with Porta has anarrangement in relevant securities of SECAs at the last day of the Disclosure Period, the persons with whom Porta or any person actingin concert with Porta has an arrangement were not interested in any SEC Shares.

4.7 Borrowing or lending of relevant securities of SEC by Porta and persons acting in concertwith PortaAs at the last day of the Disclosure Period, Porta and persons acting in concert with Porta hadnot borrowed or lent any relevant securities of SEC (including for these purposes any financialcollateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save forany borrowed shares which have been either on-lent or sold.

5. Dealings in SEC Shares5.1 Dealings in relevant securities of SEC by SEC Directors

Dealings in the relevant securities of SEC during the Disclosure Period by the SEC Directorsand their immediate families, related trusts and connected persons were as follows:

Name DateNature of

transactionNumber of

SEC Shares Price (p)

Fiorenzo Tagliabue 22 November 2018 Disposal 194,400 nil

5.2 Dealings in relevant securities of SEC by persons acting in concert with PortaThere were no dealings in the relevant securities of SEC between the commencement of theOffer Period and the last day of the Disclosure Period by persons acting in concert with Porta(other than Porta Directors).

5.3 Dealings in relevant securities of SEC by persons with whom Porta or any persons actingon concert with Porta has an arrangementThere were no dealings in the relevant securities of SEC between the commencement of theOffer Period and the last day of the Disclosure Period by persons with whom Porta or anyperson acting in concert with Porta has an arrangement.

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6. Interests in Porta Shares6.1 Interests of Porta Directors in relevant securities of Porta

As at the last day of the Disclosure Period, the interests of the Porta Directors (within themeaning of Part 22 of the Act) and their immediate families, related trusts and connectedpersons, all of which are beneficial unless otherwise stated, in relevant securities of Porta were(with the exception of options in respect of Porta Shares which are set out insub-paragraph 6.2 below) as follows:

NameNumber of Porta

Shares

John Foley 5,665,079Fiorenzo Tagliabue(1) 85,714,286Emma Kane(2) 22,696,504Brian Tyson 4,534,614Rhydian Bankes 125,000Gene Golembiewski(3) 1,412,230

(1) Held indirectly through SEC(2) Includes the 5,908,558 Porta Shares held by Emma’s husband, Ian Rosenblatt OBE(3) Held on his behalf by Jim Nominees Limited

The Porta Independent Directors have irrevocably undertaken to vote, or procure the vote, infavour of the Scheme at the Scheme Meeting and the Resolutions to be proposed at the PortaGeneral Meeting in respect of their entire beneficial holdings of 34,433,427 Porta Shares(representing, in aggregate, approximately 6.80 per cent. of the entire existing issued sharecapital of Porta in issue on 7 June 2019 (being the latest practicable date prior to the date ofthe Announcement)).

6.2 Interests of SEC in relevant securities of PortaAs at the last day of the Disclosure Period, SEC was interested in 85,714,286 Porta Shares.

6.3 Interests of SEC Directors in relevant securities of PortaAs at the last day of the Disclosure Period, the interests of the SEC Directors (within themeaning of Part 22 of the Act) and their immediate families, related trusts and connectedpersons, all of which are beneficial unless otherwise stated, in relevant securities of Porta wereas follows:

Name Number of Porta Shares

Fiorenzo Tagliabue 85,714,286

6.4 Interests of persons acting in concert with Porta in relevant securities of PortaAs at the last day of the Disclosure Period, no persons acting in concert with Porta (other thanPorta Directors) were interested in the relevant securities of Porta.

6.5 Interests of persons with whom Porta or any persons acting in concert with Porta has anarrangement in relevant securities of PortaAs at the last day of the Disclosure Period, no persons with whom Porta or any person actingin concert with Porta has an arrangement were interested in the relevant securities of Porta.

6.6 Borrowing or lending of relevant securities of Porta by Porta and persons acting in concertwith PortaAs at the last day of the Disclosure Period, neither Porta nor persons acting in concert withPorta had borrowed or lent any relevant securities of Porta (including for these purposes anyfinancial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code),save for any borrowed shares which have been either on-lent or sold.

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7. Dealings in Porta Shares7.1 Dealings in relevant securities of Porta by Porta Directors

Dealings in the relevant securities of Porta between the commencement of the Offer Periodand the last day of the Disclosure Period by the Porta Directors and their immediate families,related trusts and connected persons were as follows:

Name Date Nature of transaction

Numberof PortaShares

Price (p)per Porta

Share

John Foley 31 January 2018 Acquisition of Porta Shares 4,700,000 3.50Emma Kane 1 May 2018 Acquisition of Porta Shares 1,538,462 3.25

8. Irrevocable undertakingsPorta Independent Directors’ Irrevocable Undertakings

Name of Independent Porta Director

Number of PortaShares in respect ofwhich undertaking

is givenPercentage of Portaissued share capital

John Foley 5,665,079 1.12Emma Kane 22,696,504 4.48Brian Tyson 4,534,614 0.90Rhydian Bankes 125,000 0.02Gene Golembiewski 1,412,230 0.28

The irrevocable undertakings entered into by the Porta Independent Directors also coveroptions over Porta Shares granted under the Porta Share Scheme. Pursuant to suchundertakings, the Porta Independent Directors have irrevocably agreed to either (i) accept,when made, the proposals to Porta Optionholders; or (ii) exercise in full the relevant PortaOption and vote in favour of the Scheme at the Court Meeting and the Resolutions to beproposed at the Porta General Meeting in respect of all Porta Shares arising therefrom.

9. Interests and dealings – general9.1 As at the last day of the Disclosure Period, save as disclosed in this document, neither SEC,

nor any of the SEC Directors, nor any member of their immediate families, related trusts or (sofar as the SEC Directors are aware) connected persons nor any persons acting in concert withSEC nor any person with whom SEC or any person acting in concert with SEC has anarrangement had an interest in, right to subscribe for or any short position in (whetherconditional or absolute and whether in the money or otherwise), including any short positionunder a derivative, any agreement to sell or any delivery obligation or right to require anotherperson to purchase or take delivery of, any relevant securities of Porta or any relevantsecurities of SEC nor had any of the foregoing dealt in any relevant securities of Porta or anyrelevant securities of SEC during the Disclosure Period.

9.2 As at the last day of the Disclosure Period, save as disclosed in this document, neither SECnor any person acting in concert with SEC has borrowed or lent any relevant securities ofPorta or any relevant securities of SEC (including for these purposes any financial collateralarrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for anyborrowed shares which have been either on-lent or sold.

9.3 As at the last day of the Disclosure Period, save as disclosed in this document, neither Porta,nor any of the Porta Directors, nor any member of their immediate families, related trusts or(so far as the Porta Directors are aware) connected persons had an interest in, right tosubscribe for, or any short position in (whether conditional or absolute and whether in themoney or otherwise), including any short position under a derivative, any agreement to sell orany delivery obligation or right to require another person to purchase or take delivery of,

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relevant securities of Porta or any relevant securities of SEC nor had any of the foregoingdealt in any relevant securities of Porta or any relevant securities of SEC from thecommencement of the Offer Period until the last day of the Disclosure Period.

9.4 As at the last day of the Disclosure Period, save as disclosed in this document, no personacting in concert with Porta and no person with whom Porta or any person acting in concertwith Porta has an arrangement had an interest in, right to subscribe for, or any short positionin (whether conditional or absolute and whether in the money or otherwise), including anyshort position under a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery of, any relevant securities of Porta or anyrelevant securities of SEC nor had any of the foregoing dealt in any relevant securities of Portaor any relevant securities of SEC from the commencement of the Offer Period until the lastday of the Disclosure Period.

9.5 As at the last day of the Disclosure Period, save as disclosed in this document, neither Portanor any person acting in concert with Porta has borrowed or lent any relevant securities ofPorta or any relevant securities of SEC (including for these purposes any financial collateralarrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for anyborrowed shares which have been either on-lent or sold.

9.6 As at the last day of the Disclosure Period, save as disclosed in this document, there were noarrangements between SEC or any persons acting in concert with SEC and any other person.

9.7 As at the last day of the Disclosure Period, save as disclosed in this document, there were noarrangements between Porta or any person acting in concert with Porta and any other person.

9.8 Save as disclosed in this document, Porta has not redeemed or purchased any Porta Sharesor any securities convertible into, rights to subscribe for or options in respect of, or derivativesreferenced to Porta Shares during the Disclosure Period.

9.9 Save as disclosed in this document, SEC has not redeemed or purchased any SEC Shares orany securities convertible into, rights to subscribe for or options in respect of, or derivativesreferenced to SEC Shares between the commencement of the Offer Period and the last day ofthe Disclosure Period.

9.10 For the purposes of this Part VIII:

(A) “acting in concert” has the meaning set out in the Code;

(B) “arrangement” has the meaning set out in Note 11 of the definition of ”acting inconcert“ set out in the Code;

(C) “dealing” or “dealt” includes the following:

(i) the acquisition or disposal of securities, of the right (whether conditional or absolute)to exercise or direct the exercise of the voting rights attaching to securities, or ofgeneral control of securities;

(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination,exercise (by either party) or variation of an option (including a traded optioncontract) in respect of any relevant securities;

(iii) subscribing or agreeing to subscribe for relevant securities;

(iv) the exercise or conversion, whether in respect of new or existing relevant securities,of any relevant securities carrying conversion or subscription rights;

(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) ofany rights under, or variation of, a derivative referenced, directly or indirectly, torelevant securities;

(vi) entering into, terminating or varying the terms of any agreement to purchase or sellrelevant securities; and

(vii) any other action resulting, or which may result, in an increase or decrease in thenumber of relevant securities in which a person is interested or in respect of whichhe has a short position;

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

(E) “Disclosure Period” means the period commencing on 10 April 2018 and ending on3 July 2019 (being the latest practicable date prior to the publication of this document);

(F) “relevant securities of SEC” include SEC Shares and securities convertible into, orrights to subscribe for, options (including traded options) in respect thereof andderivatives referenced thereto;

(G) “relevant securities of Porta” include Porta Shares and securities convertible into, orrights to subscribe for, options (including traded options) in respect thereof andderivatives referenced thereto;

(H) a person is treated as having an “interest in securities” if he has long economicexposure, whether absolute or conditional, to changes in the price of those securities(and a person who only has a short position in securities is not treated as interested inthose securities). In particular, a person is treated as “interested” in securities if:

(i) he owns them;

(ii) he has the right (whether conditional or absolute) to exercise or direct the exerciseof the voting rights attaching to them or has general control of them;

(iii) by virtue of any agreement to purchase, option or derivative, he;

(A) has the right or option to acquire them or call for their delivery; or

(B) is under an obligation to take delivery of them,

whether the right, option or obligation is conditional or absolute and whether it is inthe money or otherwise; or

(iv) he is a party to any derivative:

(A) whose value is determined by reference to their price; and

(B) which results, or may result, in his having a long position in them.

10. Market quotationsThe following table shows the closing middle market quotations of SEC Shares and PortaShares, as derived from the AIM Appendix of the Daily Official List, for the first business dayin each of the six months immediately prior to the date of this document, for 9 April 2019 (thelast business day prior to the announcement that Porta was in discussions which might ormight not lead to an offer for Porta), for 10 June 2019 (being the latest practicable businessday prior to the Announcement and for the Latest Practicable Date:

DateSEC Share

price (p)Porta Share

price (p)

1 February 2019 87.5 1.051 March 2019 88.5 0.951 April 2019 77.5 0.959 April 2019 77.5 0.951 May 2019 77.5 0.653 June 2019 78.0 0.6010 June 2019 78.0 0.451 July 2019 75.0 0.4253 July 2019 75.0 0.53

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11. Porta Directors’ service agreements11.1 Set out below are details of the service agreements or letters of appointment of each of the

Porta Directors:

(A) Emma Kane is appointed as Joint Chief Executive Officer of Porta and Chief ExecutiveOfficer of Newgate Communications Limited, pursuant to an appointment letter dated5 July 2019 with both appointments taking effect from 27 April 2018. The appointmentsare terminable by either party on a months’ notice. Ms Kane is paid a basic annualsalary of £405,000.

(B) Brian Tyson is employed as Joint Chief Executive Officer of Porta and is a director ofNewgate Communications PTY. Limited pursuant to the terms of a service agreementwith Newgate Communications PTY. Limited dated 1 June 2013 The agreement isterminable by either party on not less than six months’ written notice. Mr Tyson is paid abasic annual salary of AUS$606,118. In addition, he is entitled to participate in theprivate medical insurance and life assurance schemes offered by the Company andreceives a contribution of nine per cent. of his basic salary to the Porta Group’s PersonalPension Plan. Mr Tyson is subject to certain non-competition and non-solicitationcovenants for a period of six months following the termination of his employment.

(C) Rhydian Bankes is employed as Chief Financial Officer pursuant to the terms of a serviceagreement with Porta dated 6 January 2016. The agreement is terminable by either partyon not less than three months’ written notice. Mr Bankes is paid a basic annual salary of£190,000. His basic salary is subject to annual review. In addition, he is entitled toparticipate in the private medical insurance and life assurance schemes offered by theCompany and receives a contribution of five per cent. of his basic salary to the PortaGroup’s Personal Pension Plan.

(D) Gene Golembiewski is employed as Executive Director pursuant to the terms of a serviceagreement with Porta dated 1 July 2013. The agreement is terminable by either party onnot less than twelve months’ written notice. Mr Golembiewski is paid a basic annualsalary of £250,000 and is entitled to be considered for an annual bonus based on Porta’sand Mr Golembiewski’s performances. In addition, he is entitled to participate in theprivate medical insurance and life assurance schemes offered by the Company andreceives a contribution of £10,000 to the Porta Group’s Personal Pension Plan.Mr Golembiewski is subject to certain non-competition and non-solicitation covenants fora period of twelve months following the termination of his employment.

(E) John Foley is appointed as Non-Executive Chairman pursuant to the terms of a letter ofengagement with Porta dated 13 October 2016 with an effective date of 13 October2016. Mr Foley receives an annual basic fee of £30,000.

(F) Fiorenzo Tagliabue is appointed as Non-Executive Chairman pursuant to the terms of aletter of engagement with Porta dated 3 August 2017 with an effective date of 4 August2017. Mr Tagliabue does not receive a director’s fee in connection with this appointment.

11.2 Except as stated above, none of the agreements set out in sub-paragraph 11.1 above hasbeen entered into or amended during the six months prior to the date of this document.

11.3 Save as disclosed above, there are no other contracts of service between any of the PortaDirectors and Porta or any of its subsidiaries.

12. Material contracts12.1 The following contracts, not being contracts entered into in the ordinary course of business,

have been entered into by members of the SEC Group during the period beginning two yearsimmediately before the date of the commencement of the Offer Period and 3 July 2019 2019(being the latest practicable business day prior to the publication of this document) and are, ormay be, material:

(A) Readmission Agreement

SEC entered into a readmission agreement dated 5 July 2019 with Arden in respect ofthe Admission (the “Readmission Agreement”). On 5 July 2019, SEC entered into theReadmission Agreement with the SEC Directors, the Proposed Directors and Arden

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Partners, pursuant to which SEC confirmed that it would apply to the London StockExchange to obtain readmission of its entire issued and to be issued Ordinary Shares totrading on AIM following a request from Arden Partners.

SEC and the SEC Directors and Proposed Directors provided warranties to ArdenPartners. The liability of the SEC Directors and the Proposed Directors was limited interms of the amount of liability as set out in the Readmission Agreement save in certaincircumstances. The liability of the SEC Directors and the Proposed Directors in respectof the warranties was limited as to time save in certain circumstances and such time limitalso excluded claims under the warranties that related to matters of taxation. In addition,SEC gave Arden Partners, its affiliates and their respective directors, officers, employees,agents an indemnity relating to certain losses and liabilities which may be incurred bysuch persons in the performance by Arden Partners of their obligations and servicesrendered pursuant to the Admission. SEC and the SEC Directors and Proposed Directorseach gave a number of undertakings to Arden Partners in the terms of the periodbetween the date of the Readmission Agreement and Admission and also followingAdmission.

The Re-admission Agreement is governed by English law.

(B) SEC Convertible Loan

A convertible loan agreement dated 10 April 2019 between Porta and SEC (the “SECConvertible Loan”) pursuant to which SEC conditionally agreed to provide Porta with anunsecured £1 million convertible loan. Draw down of the SEC Convertible Loan wasconditional on, amongst other things, the passing of certain resolutions at a generalmeeting of Porta which took place on 26 April 2019. The convertible loan was drawndown by Porta on 10 April 2019.

The key terms of the convertible loan are as follows:

(i) Amount

The SEC Convertible Loan is for a total amount of £1 million.

(ii) Conversion

Either Porta or SEC may give notice to convert all (but, save as set out below, notpart only) of the SEC Convertible Loan and interest owing at the date of suchnotice into such number of Porta Shares as shall at conversion price of1.0137 pence per Ordinary Share have a value equal to the capital plus interestowing to SEC:

(A) on or at any time during the seven days following the date falling 4 calendarmonths from the date on which the resolutions are passed (the “EffectiveDate”), unless a Corporate Transaction (being a takeover by SEC in relation toPorta by way of an offer or scheme of arrangement) is continuing at such time;or

(B) on or at any time during the seven days following such earlier date than thedate falling 4 calendar months from the Effective Date that a CorporateTransaction completes in accordance with its terms; or

(C) in the event that a Corporate Transaction is continuing on the date falling 4calendar months from the Effective Date, on or at any time during the sevendays following such later date than the date falling 4 calendar months from theEffective Date that a Corporate Transaction either completes or lapses inaccordance with its terms.

SEC may on or at any time following the occurrence of an Event of Default, requirethe conversion of the SEC Convertible Loan.

The number of Porta Shares to be issued on such a conversion (“ConversionShares”) is capped such that SEC does not become interested in more than29.99 per cent. of the voting rights of Porta, with any excess Conversion Shares notbeing converted and remaining as an outstanding, unsecured obligation of Porta onthe terms of the SEC Convertible Loan Agreement. The conversion of the SEC

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Convertible Loan would currently result in the issue of a maximum of 94,552,550Conversion Shares and a resultant maximum interest in Porta assuming no otherPorta Shares are issued of 180,266,836 Porta Shares representing 29.99 per cent.of the enlarged issued share capital of Porta, and a remaining £41,500 of principalunder the SEC Convertible Loan (plus interest) (the “Outstanding Debt”).

(iii) Repayment

Following a conversion of the SEC Convertible Loan, Porta shall repay theOutstanding Debt with all interest, together with any other amounts payable pursuantto the SEC Convertible Loan Agreement to SEC by no later than 31 December2019.

If there has been no conversion, Porta shall on 30 June 2020 pay to SEC any debtoutstanding under the SEC Convertible Loan with all interest, together with anyother amounts payable pursuant to the SEC Convertible Loan Agreement.

At the sole discretion of SEC, SEC may demand that the SEC Convertible Loantogether with all interest and other amounts payable under the SEC ConvertibleLoan Agreement is repaid to SEC upon the occurrence of an Event of Default.

(iv) Events of Default

The SEC Convertible Loan Agreement contains certain Events of Default, includingbut not limited to the occurrence of any of the following events:

(A) any corporate action, legal proceedings or other procedure or step is taken inrelation to:

* the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntaryarrangement, scheme of arrangement or otherwise) of Porta, other thanany winding-up petition which is frivolous or vexatious and is discharged,stayed, or dismissed within 30 days of commencement;

* a composition, compromise, assignment or arrangement with any creditorof Porta;

* the appointment of a liquidator (other than in respect of a solventliquidation), receiver, administrative receiver, administrator, compulsorymanager or other similar officer in respect of Porta or any of its assets;

* enforcement of any security over any assets of Porta;

* the removal of the listing of the Porta Shares from the AIM Appendix ofthe Official List maintained by the Financial Conduct Authority (other thanin connection with a Corporate Transaction);

* the cancellation of trading of the Porta Shares on AIM (other than inconnection with a Corporate Transaction); or

* the re-registration of Porta as a private company limited by shares (otherthan in connection with a Corporate Transaction);

(B) any financial indebtedness of Porta is not paid when due nor within anyoriginally applicable grace period;

(C) any financial indebtedness of Porta is declared or otherwise becomes due andpayable prior to its specified maturity as a result of any event of default(however described);

(D) any commitment for any financial indebtedness of Porta is cancelled orsuspended by a creditor of Porta as a result of acceleration following an eventof default (however described);

(E) Porta is unable to pay its debts as they fall due by reason of actual oranticipated financial difficulties; or

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(F) Porta makes or proposes to make an arrangement or composition with itscreditors generally.

No Event of Default will occur pursuant to sub-paragraphs (B) to (D) (inclusive)if the financial indebtedness is less than £50,000 in aggregate (or itsequivalent in other currencies).

Upon the occurrence of an Event of Default the SEC Convertible Loan shallbecome immediately due and repayable. Following the occurrence of an Eventof Default, SEC may:

(G) exercise its right to demand that the Loan and any interest accrued be repaidin whole or part immediately; and/or

(H) exercise its right of conversion.

(v) Security

The SEC Convertible Loan is unsecured.

(vi) Interest

The SEC Convertible Loan accrues interest from (and including) the date on whichthe SEC Convertible Loan was drawn down to (and including) the date of actualrepayment of the SEC Convertible Loan in full or until the conversion at the rate of5 per cent. (five per cent) per annum.

(C) Conversion Shares Undertaking

On 11 June 2019, SEC entered into an undertaking in favour of RGL which containedcertain undertakings from RGL and SEC in respect of the sale and purchase of theConversion Shares by RGL in exchange for the allotment of Offeror Exchange Shares.SEC has undertaken that: (i) subject to the resolutions to be proposed at the PortaGeneral Meeting having been approved by the requisite majorities, to the Scheme havingbecome effective pursuant to its terms and the Conversion Shares having been allottedto RGL, SEC shall exercise, or procure the exercise of, the compulsory acquisition rightto be set out in the New Articles which when exercised will result in RGL acquiring theOfferor Exchange Shares in exchange for the Conversion Shares; (ii) SEC shall convenethe SEC General Meeting to seek the requisite authority required by SEC in respect ofthe allotment of the Offeror Exchange Shares to RGL; (iii) subject to the resolutions to beproposed at the SEC General Meeting having been approved by the requisite majoritiesand the Scheme having become effective pursuant to its terms, SEC shall allot theOfferor Exchange Shares to RGL and SEC has further undertaken that (a) the OfferorExchange Shares shall be allotted to RGL credited as fully paid up in cash and havingthe rights attributed to them as set out in SEC’s by-laws; (b) the Offeror ExchangeShares shall be allotted to RGL free from all encumbrances; (c) the Offeror ExchangeShares be allotted to RGL on terms that they will rank equally in all respects with theSEC Shares in issue on the date the Scheme becomes effective; (d) SEC hasundertaken to submit an application for admission to the London Stock Exchange; and(e) to pay all such fees and to supply all such information, give all such undertakings,execute all such deeds and documents and generally do all such things as may berequired by the London Stock Exchange in connection with admission of the OfferorExchange Shares to trading on AIM.

(D) Acquisition of shareholding in CLAI

On 21 November 2018, SEC entered into an agreement to acquire up to 100 per cent.of the issued equity of CLAI société par actions simplifiée (“CLAI”) from its shareholders,being Eric Giuly, Anne-Marie Conte, Jean-Pierre Tranchard, Ingrid Giuily, Aurore Giuily,Constance Giuily, Laure Giuily, Pascale Giuily, Elisabeth Coutureau, Stephane Barre-Lesauvage, Vanessa Levy, Laurent De Vedelly, Emile de Sellier de Chezelles, Holding EGand Societè Clai, (the “CLAI Acquisition Agreement”). Under the terms of the CLAIAcquisition Agreement, SEC initially acquired 10 per cent. of the issued share capital ofCLAI, although those shares have 50.1 per cent. of the voting rights of CLAI attaching tothem. The initial consideration was a cash payment of €490,034.81. Thereafter, the termsof the CLAI Acquisition Agreement provide for SEC to acquire 50.01 per cent. of CLAI

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over the period of five years following the date of the agreement, with the secondacquisition (of 40.01 per cent.) occurring between 31 July 2020 and 31 December 2020and the third acquisition (of an additional 10 per cent.) occurring between 30 July 2023and 30 September 2023, at SEC’s discretion. Thereafter, the shareholders of CLAI cancall upon SEC to acquire the balance of their shares (the remaining 39.99 per cent.)anytime between 30 July 2025 and 30 November 2025. The consideration for thesefurther tranches are cash payments, calculated by way of an earn out. In particular, theconsideration payable under the earn out will be calculated using an EBITDA multiple of6 based on CLAI’s reported EBITDA (subject to certain adjustments). The adjustedEBITDA and amounts payable by SEC under the earn out will be agreed between theparties or determined by independent accountants. It has been agreed, however, that themaximum consideration under the CLAI Acquisition Agreement will never exceed€8,800,000.

(E) Acquisition of Newlink Comunicationes Estratégicas S.A.S

On 2 January 2018 SEC acquired a majority stake in Newlink ComunicationesEstrategicas S.A.S (“Newlink”), based in Bogotà, Colombia. The total considerationpayable by SEC, for 51 per cent. of the issued share capital of Newlink is asfollows: (i) the Net Financial Position (NFP) equal to €70,635 in cash; and (ii) up topesos 7,648,571,000 through an earn out over 4 years, with the final price to bedetermined on the existing management achieving an increase in the EBIDTA of Newlinkof approximately 12.5 per cent. subject to a maximum consideration of €2,185,306 for the51 per cent.. In addition, a shareholder agreement between SEC and the minorityshareholders in Newlink provides the 49 per cent. minority shareholders with a “put”option at the end of the fifth year to sell the remaining 49 per cent. stake for aconsideration comprised of 50 per cent. cash and 50 per cent. SEC S.p.A. shares. Thereis no obligation to exercise the option or guarantee that it will be exercised, but theagreement provides that if the option is exercised SEC will pay no more than €4,284,914for the total 100 per cent. of Newlink.

(F) Porta Subscription Agreement

On 3 August 2017, SEC entered into a subscription agreement with Porta (the “PortaSubscription Agreement”). The Subscription Agreement provided the investment by theCompany of £3m in Porta by way of an issue of 85,714,286 new Porta Shares in thecapital of Porta to the Company (the “Porta Subscription Shares”). The PortaSubscription Shares were subject to a lock-up arrangement which included a 12-monthlock-in period followed by a 12-month orderly market period. The Porta SubscriptionAgreement contained standard warranties given by Porta and SEC and certainundertakings by Porta. The Porta Subscription Agreement also gave SEC the right toappoint a Non-executive Director to the board of Porta for so long as SEC holds aninterest equal to, or greater than, 7.5 per cent of the issued share capital of Porta. SECagreed that all transactions with Porta will be conducted on an arm’s length basis andthat it will not take any action that, inter alia, would prevent Porta from conducting itsbusiness independently, impair its corporate governance arrangements or prejudicePorta’s status as an AIM-traded company (subject to certain exceptions).

Save as disclosed above, no other contracts have been entered into by any company in theSEC Group, not being contracts entered into in the ordinary course of business, which are, ormay be material, during the period beginning two years immediately before the date of thecommencement of the Offer Period and the Latest Practicable Date prior to the publication ofthis document).

12.2 The following contracts, not being contracts being entered into in the ordinary course ofbusiness, have been entered into by members of the Porta Group during the period beginningtwo years immediately before the date of the commencement of the Offer Period and theLatest Practicable Date and are, or may be, material:

(A) SEC Convertible Loan

Please see paragraph 12.1(B) above for further details.

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(B) Porta Subscription Agreement

Please see paragraph 12.1(F) above for further details.

(C) Disposal of interest in Capital Access Holdings Limited

On 12 December 2018 Porta announced that it had sold its entire 39.5 per cent. holdingin Capital Access Holdings Limited (“Capital Access”) to Industrial Lending 1 SA (“1L1”)in return for 1L1 cancelling Porta’s guarantee of up to £1m to 1L1 in respect of CapitalAccess.

(D) RGL Convertible Loan

Under the terms of the Convertible Loan Agreement dated 10 April 2019, RGL agreed tomake available to Porta a convertible loan facility of £5,687,328.16 on the terms andsubject to the conditions set out in the Convertible Loan Agreement. The ConvertibleLoan Agreement is set out in further detail in Paragraph 5 of Part II of this document.

(E) Hawk Bond

Porta issued a £4,460,243 discounted capital bond in favour of Hawk on 3 August 2017(the “Hawk Bond”). Porta and Hawk have now entered into a deed of variation relating tothe Hawk Bond pursuant to which they have agreed to extend the redemption datereferred to in the Hawk Bond from 14 April 2021 to 14 April 2023 and, as aconsequence, to increase the nominal value of the Hawk Bond to £4,841,748 therebyreducing the implied interest rate from 8 per cent. to 6 per cent. per annum, in eachcase subject to the Scheme having become effective pursuant to its terms.

Save as disclosed above, no other contracts have been entered into by any company in thePorta Group, not being contracts entered into in the ordinary course of business, which are, ormay be material, during the period beginning two years immediately before the date of thecommencement of the Offer Period and the Latest Practicable Date.

13. Significant changes13.1 There has been no significant change in the financial or trading position of SEC since

31 December 2018 (the date to which the last published audited accounts of SEC wereprepared).

13.2 There has been no significant change in the financial or trading position of Porta since31 December 2018 (the date to which the last published audited accounts of Porta wereprepared).

14. Fees and expenses14.1 SEC’s fees and expenses

The aggregate fees and expenses which are expected to be incurred by SEC in connectionwith the Merger are estimated to amount to £1,333,050 plus applicable value added tax. Theaggregate number consists of the following categories:

Estimatedcost (£)

Financial and corporate broking advice 700,500Legal advice 469,550Accounting advice 120,000Other costs and expenses 43,000

Aggregate fees and expenses 1,333,050

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14.2 Porta’s fees and expensesThe aggregate fees and expenses which are expected to be incurred by Porta in connectionwith the Merger are estimated to amount to £632,250 plus applicable value added tax. Theaggregate number consists of the following categories:

Estimatedcost (£)

Financial and corporate broking advice 270,000Legal advice 372,250

Aggregate fees and expenses 632,250

15. Miscellaneous15.1 Save as disclosed in this document, no agreement, arrangement or understanding (including

any compensation arrangement) exists between SEC or any person acting in concert with SECfor the purposes of the Merger and any of the Porta Directors or recent directors, shareholdersor recent shareholders of Porta or any person interested or recently interested in Porta Shares,having any connection with or dependence upon the Merger.

15.2 Save as disclosed in this document, no proposal exists in connection with the Merger for anypayment or other benefit to be made or given by SEC or any person acting in concert withSEC for the purposes of the Merger to any Porta Director as compensation for loss of officeor as consideration for, or in connection with, his retirement from office.

15.3 Save as disclosed in this document, there is no agreement, arrangement or understandingwhereby the beneficial ownership of any of the Porta Shares acquired by SEC pursuant to theMerger will be transferred to any other person, save that SEC reserves the right to transferany such shares to any of its subsidiaries.

15.4 The emoluments of the current SEC Directors will not be affected by the Merger or any otherassociated transaction.

15.5 There are no incentivisation arrangements proposed between members of Porta’s managementwho are interested in Porta Shares and SEC following the Effective Date.

15.6 There are no agreements or arrangements to which SEC is a party which relate to thecircumstances in which it may or may not invoke or seek to invoke a Condition of the Merger.

15.7 Arden has given and has not withdrawn its written consent to the publication of this documentwith the inclusion herein of the references to its name in the form and context in which itappears.

15.8 Grant Thornton has given and has not withdrawn its written consent to the publication of thisdocument with the inclusion herein of the references to its name in the form and context inwhich it appears.

15.9 All references to time in this document, the Forms of Proxy and the Certificated Form ofElection are to London time unless the context provides otherwise.

16. Bases and sourcesUnless otherwise stated in this document:

16.1 financial information relating to SEC has been extracted from the audited accounts of SEC forthe financial year ended 31 December 2018;

16.2 financial information relating to Porta has been extracted from the audited accounts of Portafor the financial year ended 31 December 2018;

16.3 the value of the fully diluted share capital of Porta is calculated on the basis of 506,525,115Porta Shares in issue on the Latest Practicable Date;

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16.4 the market capitalisation of the Combined Group is calculated on the basis of 13,502,533SEC Shares in issue as the Latest Practicable Date, 4,755,162 New SEC Shares to be issuedpursuant to the Merger and 5,993,212 New SEC Shares to be issued pursuant to theConversion Shares Undertaking;

16.5 the number of New SEC Shares to be issued in respect of the Merger is calculated basedupon the number of Porta Shares in issue (as described in sub-paragraph 16.3 above)resulting in the issue of approximately 4,755,162 New SEC Shares;

16.6 all share prices for Porta Shares are derived from the AIM Appendix of the Daily Official List;

16.7 all share prices for SEC Shares are derived from the AIM Appendix of the Daily Official List;

16.8 all share prices quoted for Porta Shares and SEC Shares are Closing Prices.

17. Documents on display17.1 A copy of this document will be available free of charge at SEC’s and Porta’s websites at

www.secglobal.com/investors and www.portacomms.com respectively promptly following thepublication of this document and in any event by no later than 12 noon on the business dayfollowing the publication of this document until the end of the Offer Period (or, if later, the endof any competition reference period).

17.2 In accordance with Rules 26.2 and 26.3 of the Code, copies of the following documents (otherthan those documents set out in paragraphs (G) and (I) (to the extent not entered into inconnection with the Merger) have been published on SEC’s and Porta’s website atwww.secglobal.com/investors and www.portacomms.com respectively and will be available untilthe end of the Offer Period (or, if later, the end of any competition reference period):

(A) the irrevocable undertakings to vote (or procure the vote) in favour of Scheme at theCourt Meeting and the Resolutions proposed at the Porta General Meeting referred to inparagraph 9 of Part I of this document;

(B) the irrevocable undertakings to vote in favour of the resolutions to be proposed at theSEC General Meeting referred to in paragraph referred to in paragraph 9 of Part I of thisdocument

(C) the Confidentiality Agreement;

(D) an English translation of the by-laws of SEC;

(E) the articles of association of Porta;

(F) the proposed articles of association of Porta (as would be amended by the SchemeResolution);

(G) all service agreements of the Porta Directors referred to in paragraph 11 above;

(H) the letters of consent referred to in sub-paragraphs 15.7 and 15.7 above;

(I) the material contracts referred to in paragraph 12 above;

(J) the Certificated Form of Election;

(K) the notes on how to complete the Certificated Form of Election;

(L) the Independent Expert Appraisal of the Scheme Shares referred to on page 14 of thisdocument;

(M) an English translation of the Independent Expert Appraisal; and

(N) the Forms of Proxy.

17.3 For the avoidance of doubt, the content of the websites referred to in paragraphs 17.1 and17.2 above is not incorporated into and does not form part of this Document.

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PART IX

DEFINITIONS

In this document (with the exception of Part VII) and the Forms of Proxy, the following words andexpressions have the following meanings, unless the context requires otherwise:

“Act” the Companies Act 2006 (as amended or re-enacted)

“Admission” the admission of the Enlarged SEC Share Capital (andconsequently the Combined Group) to trading on AIM inaccordance with Rule 6 of the AIM Rules

“Admission Document” the admission document, relating to the approval of the Merger,the issue of New SEC Shares and Admission, to be published inaccordance with the AIM Rules

“AIM” the AIM Market of the London Stock Exchange

“AIM Rules” the rules applicable to companies governing their admission toAIM, and following admission their continuing obligations to AIM,as set out in the AIM Rules for Companies published by theLondon Stock Exchange from time to time

“Announcement” the announcement of the Merger dated 11 June 2019 made bySEC and Porta

“Arden” means Arden Partners plc, financial adviser to SEC

“Articles” the articles of association of Porta as at the date of the Schemeand “Article” shall mean any article of those Articles

“Australia” the commonwealth of Australia, its states, possessions andterritories and all areas subject to its jurisdiction or any politicalsubdivision thereof

“business day” a day (excluding Saturdays, Sundays and public holidays) onwhich banks are generally open for business in the City of London

“Canada” Canada, its possessions, provinces and territories and all areassubject to its jurisdiction or any political subdivision thereof

“CDI” CREST Depository Interests, which represent an entitlement toShares

“certificated” or in “certificatedform”

where a share or other security is not in uncertificated form (that is,not in CREST)

“Certificated Form of Election” the form of election under which a Scheme Shareholder whoholds Scheme Shares in certificated form may make a CorporateNominee Election, subject to the terms and conditions set out inthe Scheme Document

“CEST” means Central European Summer Time

“Closing Price” the closing middle market quotation of a Porta Share or anSEC Share (as the case may be) as derived from the AIMAppendix of the Daily Official List

“Code” the City Code on Takeovers and Mergers, issued by the Panelfrom time to time

“Combined Group” the combined businesses of the SEC Group and the Porta Groupfollowing completion of the Merger

“Conditions” the conditions to the Merger (including the Scheme) which are setout in Part III of this document

“connected person” as defined in section 252 of the Act

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“Consideration” the consideration due to a Scheme Shareholder from SEC underthe Scheme in connection with the transfer of Scheme Shares(other than the Excluded Shares)

“Conversion Shares” the 530,372,743 Porta Shares to be allotted to RGL in connectionwith the RGL Debt Conversion

“Conversion Shares Exchange” the sale and purchase of the Conversion Shares by RGL to SEC inaccordance with the provisions of the New Articles and theConversion Shares Undertaking

“Conversion SharesUndertaking”

the undertaking given by SEC in favour of RGL in respect of thesale and purchase of the Conversion Shares by RGL in exchangefor the allotment of Offeror Exchange Shares

“Convertible Loan Agreement” the convertible loan agreement between Porta and RGL dated10 April 2019

“Corporate Nominee Election” an election to receive New SEC Shares through the CorporateNominee Facility which is made by validly completing Part 3 on theCertificated Form of Election and returning the Certificated Formof Election to Equiniti, in each case in accordance with the termsof the Scheme

“Corporate Nominee Facility” the facility provided for in clause 6 of the Scheme under which aScheme Shareholder holding shares in certificated form and whohas a registered address in the EEA, Channel Islands, Isle of Man,Switzerland or Gibraltar as at the Scheme Record Time may electto have the Fiduciary hold on their behalf some or all of the NewSEC Shares which such Scheme Shareholder is entitled toreceive pursuant to the Scheme

“Corporate Nominee FacilityTerms and Conditions”

the terms and conditions governing the operation of the CorporateNominee Facility, as set out at Appendix I (Corporate NomineeFacility Terms and Conditions) to this Document

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

“Court Meeting” the meeting of the Scheme Shareholders to be convenedpursuant to an order of the Court under section 896 of the Actand to be held at the offices of Osborne Clarke LLP, One LondonWall, London EC2Y 5EB at 11.00 a.m. on 29 July 2019 for thepurposes of considering and, if thought fit, approving the Scheme(with or without amendment) and any adjournment of suchmeeting

“CREST” the relevant system (as defined in the CREST Regulations) inrespect of which Euroclear is the Operator (as defined in theCREST Regulations)

“CREST Manual” the CREST Manual referred to in agreements entered into byEuroclear and available at www.euroclear.com/CREST

“CREST Proxy Instruction” the appropriate CREST message to make a proxy appointment bymeans of CREST

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

“CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor

“Daily Official List” the daily official list of the London Stock Exchange

“Dealing Disclosure” the announcement concerning dealings in relevant securities ofany party to the Merger required for the purposes of Rule 8 of theCode

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“Disclosed” the information which has been fairly disclosed by or on behalf ofPorta: (i) in writing prior to the date of this document to SEC orSEC’s professional advisers (in their capacity as such in relation tothe Merger); (ii) in the Annual Report and Financial Statements ofPorta for the financial year ended 31 December 2018; (iii) in theAnnouncement; (iv) in this document or (v) in any other publicannouncement made by Porta after 10 April 2019 and prior to thedate of this document in accordance with the Market AbuseRegulation, the AIM Rules or the Disclosure Guidance andTransparency Rules

“Disclosure Guidance andTransparency Rules”

the Disclosure Guidance and Transparency Rules of the FCAunder FSMA and contained in the FCA’s publication of the samename (as amended from time to time)

“Effective” in the context of the Merger:

(i) if the Merger is implemented by way of the Scheme, theScheme having become effective pursuant to its terms; or

(ii) if the Merger is implemented by way of an Offer, the Offerhaving been declared or become unconditional in allrespects in accordance with the requirements of the Code

“Effective Date” the date on which the Scheme Court Order is delivered to theRegistrar of Companies for registration and, accordingly, theScheme becomes Effective in accordance with its terms

“electronic form” as defined in the Code

“Enlarged SEC Share Capital” the share capital of SEC at Admission and as enlarged followingthe completion of the Merger and the issue of Offeror ExchangeShares

“Euroclear” Euroclear UK & Ireland Limited, a company incorporated underthe laws of England and Wales

“Excluded Shares” any Porta Shares:

(A) beneficially owned by SEC or any other member of the SECGroup; and

(B) held by Porta in treasuryat the Scheme Record Time

“Explanatory Statement” the explanatory statement relating to the Scheme, as set out inPart II of this document, which together with the documentsincorporated therein constitute the explanatory statement relatingto the Scheme as required by section 897 of the Act

“FCA” the UK Financial Conduct Authority

“Fiduciary” Equiniti Financial Services Limited, a company incorporated underthe laws of England and Wales

“Forms of Proxy” as the context may require, either or both of (i) the pink form ofproxy for use at the Court Meeting, and (ii) the white form of proxyfor use at the Porta General Meeting, each of which accompaniesthis document

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“Grant Thornton” Grant Thornton UK LLP, financial adviser to Porta

“hard copy form” as defined in the Code

“Hawk” Hawk Investment Holdings Limited

“HMRC” Her Majesty’s Revenue and Customs

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“holder” a registered holder of shares, including any person entitled bytransmission

“IFRS” International Financial Reporting Standards as adopted by theEuropean Union

“Independent Expert Appraisal” the expert appraisal pursuant to artricle 2343-ter of the Italian CivilCode in respect of the issue of the New SEC Shares in connectionwith the Merger

“Italian Civil Code” the Italian Civil Code, enacted by Royal Decree No. 262 of16 March 1942, as subsequently amended and supplemented

“Japan” Japan, its cities, prefectures, territories and possessions and allareas subject to its jurisdiction or any political subdivision thereof

“Latest Practicable Date” 3 July 2019, being the latest practicable date prior to thepublication of this document

“London Stock Exchange” London Stock Exchange plc

“Long Stop Date” 30 September 2019, being the latest date by which the Schememust become Effective

“Meetings” the Court Meeting and the Porta General Meeting and “Meeting”means either of them

“members” unless the context otherwise requires, members of Porta on theregister of members at any relevant date

“Merger” the proposed acquisition by SEC of the entire issued and to beissued ordinary share capital of Porta (not already held by or onbehalf of SEC) pursuant to the Scheme

“New Porta Articles” the Articles of Association of Porta to be adopted by Porta inconjunction with the Merger, if approved by the requisite majorityat the Porta General Meeting

“New SEC Shares” the SEC Shares which are to be issued pursuant to the Merger

“Offer” a general offer to be made by or on behalf of SEC for the entireissued and to be issued share capital of Porta (not already held byor on behalf of SEC) and, where the context so requires, anyrevision, extension or variation thereof

“Offer Period” the period commencing on 10 April 2019 and ending inaccordance with the rules of the Code

“Offeror Exchange Shares” the 5,993,212 SEC Shares which are to be issued to RGL inconnection with the Conversion Shares Exchange

“Opening Position Disclosure” the announcement required for the purposes of Rule 8 of the Codecontaining details of interests or short positions in, or rights tosubscribe for, any relevant securities of a party to the Merger if theperson concerned has such a position

“Overseas Shareholders” Scheme Shareholders who are resident in, ordinarily resident in,or citizens of, jurisdictions outside the United Kingdom

“Panel” the UK Panel on Takeovers and Mergers

“participant ID” means the identification code or membership number used inCREST to identify a particular CREST member or other CRESTparticipant

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“Porta General Meeting” the general meeting of Porta Shareholders to be held at the officesof Osborne Clarke LLP, One London Wall, London EC2Y 5EB at11.15 a.m. on 29 July 2019 (or as soon thereafter as the CourtMeeting shall have been concluded or adjourned) for the purposeof the Scheme, notice of which is set out in Part XI of thisdocument, and any adjournment of such meeting

“Porta Independent Directors” means the directors of Porta, other than Fiorenzo Tagliabue

“pounds”, “£”, “pence”, “p” or“Sterling”

the lawful currency of the United Kingdom

“Prospectus Rules” the prospectus rules made by the FCA pursuant to section 73A ofthe FSMA

“Porta” or “Representative” Porta Communications plc (incorporated in England and Walesunder the Companies Act 1985 with registered number05353387), whose registered office is at Sky Light City Tower,50 Basinghall Street, London, EC2V 5DE

“Porta Board” or “PortaDirectors”

the board of directors of Porta and “Porta Director” means anymember of the Porta Board

“Porta Group” Porta and its subsidiary undertakings from time to time

“Porta Independent Directors” the Porta Directors, save for Fiorenzo Tagliabue

“Porta Meetings” the Court Meeting and the Porta General Meeting

“Porta Optionholders” holders of Porta Options

“Porta Options” options, awards or other rights to acquire Porta Shares grantedpursuant to the Porta Share Scheme or otherwise

“Porta Share Scheme” the Porta Communications plc Enterprise Management Incentiveand Unapproved Option Plan

“Porta Shareholders” holders of Porta Shares

“Porta Shares” the ordinary shares of one penny each in the capital of Porta

“Qualifying SEC Shareholder” an SEC Shareholder or SEC Shareholders holding at least 5 percent. of the total issued share capital of SEC

“Registrar of Companies” the Registrar of Companies for England and Wales, within themeaning of the Act

“Registrars” or “Equiniti” Equiniti Limited, a company incorporated under the laws ofEngland and Wales

“Regulatory InformationService”

one of the regulatory information services authorised by theLondon Stock Exchange to receive, process and disseminateregulatory information in respect of companies traded on AIM

“Relevant Debt” £5,303,727.43

“Resolutions” the resolutions to be proposed at the Porta General Meeting

“Restricted OverseasShareholder”

a person (including, without limitation, an individual, partnership,unincorporated syndicate, limited liability company,unincorporated organisation, trust, trustee, executor,administrator or other legal representative) in, or resident in, orany person whom Porta (following consultation with SEC)reasonably believes to be in, or resident in, the United States,Australia, Canada or Japan and persons in any other jurisdiction(other than US persons or persons in the UK) whom Porta(following consultation with SEC) is advised to treat as restrictedoverseas persons in order to observe the laws of such jurisdiction

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or to avoid the requirement to comply with any governmental orother consent or any registration, filing or other formality whichPorta (following consultation with SEC) regards as unduly onerous

“RGL” Retro Grand Limited, a company incorporated in the British VirginIslands with registered number 373821

“RGL Debt Conversion” the conversion of the Relevant Debt into the Conversion Shares

“Scheme” the scheme of arrangement proposed to be made under Part 26 ofthe Act between Porta and the Scheme Shareholders toimplement the Merger, with or subject to any modification,addition or condition approved or imposed by the Court andagreed by Porta and SEC

“Scheme Court Hearing” the hearing by the Court of the claim form for the sanction of theScheme

“Scheme Court Order” the order of the Court sanctioning the Scheme under section 899of the Act

“Scheme Document” this document dated 5 July 2019 sent by Porta to the PortaShareholders, of which the Scheme forms part

“Scheme Record Time” 6.00 p.m. on the date of the Scheme Court Hearing

“Scheme Resolution” the special resolution concerning the Scheme to be proposed atthe Porta General Meeting

“Scheme Shareholders” holders of a Scheme Share, and a “Scheme Shareholder” shallmean any one of the Scheme Shareholders

“Scheme Shares” Porta Shares:

(A) in issue at the date of the Scheme;

(B) issued after the date of the Scheme, but before the VotingRecord Time; and

(C) issued at or after the Voting Record Time but on or beforethe Scheme Record Time on terms that the original or anysubsequent holders are bound by the Scheme or in respectof which such holders shall have agreed in writing to be sobound,in each case, other than any Excluded Shares

“SDRT” stamp duty reserve tax

“SEC” SEC S.p.A. (incorporated in Italy with registered number09628510159), whose registered office is at Via Ferrante Aporti,8, Milan, 20215, Italy

“SEC Board” or “SEC Directors” the board of directors of SEC and “SEC Director” means anymember of the SEC Board

“SEC Capital IncreaseResolution”

the resolution to be proposed at the SEC General Meeting for theapproval of the New SEC Shares in connection with the Merger

“SEC Convertible LoanAgreement”

the convertible loan agreement between Porta and SEC dated10 April 2019

“SEC CDI” a CDI representing an entitlement to one SEC Share

“SEC General Meeting” the general meeting of SEC Shareholders to be held on 22 July2019 (and any adjournment thereof) for the purposes ofconsidering and, if thought fit, approving, amongst other things,the resolutions in respect of the Merger and the granting to theSEC Directors the authority to allot the New SEC Shares and theOfferor Exchange Shares

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“SEC Group” SEC, its subsidiaries, its subsidiary undertakings, its holdingcompanies, and the subsidiaries of its holding companies and,where the context so permits, each of them

“SEC Shareholders” the holders of existing SEC Shares, and for the purposes of thisdocument shall include holders of SEC CDIs

“SEC Shares” ordinary shares of no expressed par value each in the issuedshare capital of SEC

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

“UK GAAP” generally accepted accounting principles in the United Kingdom

“UK Listing Authority” or “UKLA” the FCA acting for the purposes of Part VI of the FSMA

“uncertificated” or in“uncertificated form”

in respect of a share or other security, where that share or othersecurity is recorded on the relevant register of the share orsecurity concerned as being held in uncertificated form in CRESTand title to which may be transferred by means of CREST

“US” or “United States” the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbiaand all other areas subject to its jurisdiction

“US Exchange Act” the US Securities Exchange Act 1934, as amended

“US person” as defined in Regulation S, as promulgated under the USSecurities Act

“US Securities Act” the United States Securities Act 1933, as amended, and the rulesand regulations promulgated under such Act

“VAT” value added tax as provided under the Value Added Tax Act 1994

“Voting Record Time” 6.30 p.m. on 25 July 2019, being the day which is two days beforethe date of the Court Meeting or, if such Court Meeting isadjourned, 6.30 p.m. on the day which is two days before the dateof such adjourned meeting

For the purposes of this document and the Forms of Proxy, the expressions “subsidiary”, “subsidiaryundertaking”, “associated undertaking” and “undertaking” have the respective meanings given by theAct.

References to an enactment include references to that enactment as amended, replaced,consolidated or re-enacted.

In this document and the Forms of Proxy, references to the singular include the plural and viceversa, unless the context otherwise requires.

This document was published on 5 July 2019

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PART X

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTSOF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2019-003984

INSOLVENCY AND COMPANIES COURT JUDGE PRENTIS

IN THE MATTER OF PORTA COMMUNICATIONS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 4 July 2019 made in the above matter, theCourt has given permission for a meeting (the “Court Meeting”) to be convened of the holders ofScheme Shares (as defined in the Scheme of Arrangement referred to below), for the purpose ofconsidering and, if thought fit, approving (with or without modification or addition) a scheme ofarrangement (the “Scheme of Arrangement”) pursuant to Part 26 of the Companies Act 2006 (the“Act”) proposed to be made between Porta Communications plc (“Porta” or the “Company”) andthe holders of the Scheme Shares (as defined in the Scheme of Arrangement) and that such CourtMeeting will be held at the offices of Osborne Clarke LLP, One London Wall, London EC2Y 5EB on29 July 2019 at 11.00 a.m., at which place and time all holders of such Scheme Shares arerequested to attend.

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to befurnished pursuant to section 897 of the Act are incorporated in the document of which this Noticeof Court Meeting forms part.

Scheme Shareholders (as defined in the Scheme of Arrangement) may vote in person at theCourt Meeting or they may appoint another person, whether a member of Porta or not, astheir proxy to attend and vote in their stead. A pink Form of Proxy for use at the CourtMeeting accompanies this Notice of Court Meeting. Completion and return of a pink Form ofProxy will not prevent a holder of Scheme Shares from attending and voting at the CourtMeeting, or any adjournment thereof, in person if he wishes to do so.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of theirScheme Shares. Scheme Shareholders are also entitled to appoint more than one proxy,provided that each proxy is appointed to exercise the rights attached to a different share orshares held by such holder. A space has been included in the pink Form of Proxy to allowScheme Shareholders to specify the number of shares in respect of which that proxy isappointed. Scheme Shareholders who return the pink Form of Proxy duly executed but leavethis space blank will be deemed to have appointed the proxy in respect of all of theirScheme Shares.

Scheme Shareholders who wish to appoint more than one proxy in respect of theirshareholding should contact the Company’s registrars, Equiniti for further pink Forms ofProxy or photocopy the pink Form of Proxy as required. Such Scheme Shareholders shouldread the information regarding the appointment of multiple proxies set out on pages 6 to7 (inclusive) of the document of which this Notice of Court Meeting forms part and therelated notes contained in the pink Form of Proxy.

It is requested that pink Forms of Proxy (together with any power of attorney or authorityunder which the Form of Proxy is signed or a notarially certified copy of such power ofattorney) be lodged with Equiniti at Corporate Actions, Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA, United Kingdom by no later than 11.00 a.m. on 25 July2019 or, in the case of an adjourned meeting, not less than 48 hours before the time

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appointed for the adjourned Court Meeting, but if forms are not so lodged, they may behanded to Equiniti, on behalf of the chairman, at the Court Meeting, in each case before thetaking of the poll at the Court Meeting.

In the case of joint holders of Scheme Shares, the vote of the first named in the register whotenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) ofthe other joint holder(s).

Scheme Shareholders may not use any electronic address provided either in this Notice of CourtMeeting or in any related documents (including the document of which this Notice of Court Meetingforms part and the pink Form of Proxy) to communicate with Porta for any purposes other thanthose expressly stated.

Entitlement to attend and vote at the Court Meeting (and the number of votes which may be castthereat) will be determined by reference to the register of members of the Company at 6.30 p.m. on25 July 2019 or, in the case of an adjourned meeting, at 6.30 p.m. on the day which is two daysbefore the date of the adjourned meeting. In each case, changes to the register of members of theCompany after 6.30 p.m. on the relevant date will be disregarded.

By the said Order, the Court has appointed John Foley or, failing him, Rhydian Bankes or, failinghim, Emma Kane, to act as Chairman of the Court Meeting and has directed the Chairman to reportthe result thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated: 5 July 2019

Osborne Clarke LLPOne London WallLondonEC2Y 5EBSolicitors for the Company

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PART XI

NOTICE OF PORTA GENERAL MEETING

Porta Communications plc(Incorporated in England and Wales under the Companies Act 1985 with registered number 05353387)

NOTICE IS HEREBY GIVEN that a general meeting (the “Porta General Meeting”) of PortaCommunications plc will be held at the offices of Osborne Clarke LLP, One London Wall,London EC2Y 5EB on 29 July 2019 at 11.15 a.m. (or as soon thereafter as the Court Meeting (asdefined in the document of which this Notice of Porta General Meeting forms part) shall haveconcluded or been adjourned) for the purpose of considering and, if thought fit, passing thefollowing resolutions of which resolution 1 will be proposed as an ordinary resolution of theCompany and resolutions 2 and 3 will be proposed as special resolutions of the Company:

ORDINARY RESOLUTION1. THAT, in addition to any existing authorities and powers granted to the directors pursuant to

section 551 of the Companies Act 2006 (the “Act”) prior to the date of the passing of thisresolution, the directors be and they are hereby generally and unconditionally authorisedpursuant to section 551 of the Act to exercise all powers of the Company to allot shares in theCompany, and grant rights to subscribe for or to convert any security into shares of theCompany (such shares, and rights to subscribe for or to convert any security into shares ofthe Company being “relevant securities”) provided that this authority shall be limited to theallotment of up to 530,372,743 Conversion Shares (as such term is defined in the Company’sshareholder circular dated 5 July 2019 (the “Circular”)) and unless previously renewed,revoked, varied or extended, this authority shall expire at the earlier of the date which is18 months from the date of the passing of this resolution and the conclusion of the nextannual general meeting of the Company except that the Company may at any time beforesuch expiry make an offer or agreement which would or might require relevant securities to beallotted after such expiry and the directors may allot relevant securities in pursuance of suchan offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS2. THAT for the purpose of giving effect to the scheme of arrangement dated 5 July 2019 (the

“Scheme”) between Porta Communications plc (the “Company”) and the holders of theScheme Shares (as defined in the Scheme), a print of which has been produced to thismeeting and for the purposes of identification signed by the Chairman thereof, in its originalform or subject to any modification, addition or condition approved or imposed by the Court(as defined in the Scheme) and/or agreed by the Company and SEC S.p.A. (“SEC”):

(A) the directors of the Company be authorised to take all such action as they may considernecessary or appropriate for carrying the Scheme into effect; and

(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 40A:

“40A Scheme of arrangement40A.1 In this Article 40A, the “Scheme” means the scheme of arrangement dated

5 July 2019, between the Company and the Scheme Shareholders (as definedin the Scheme) under Part 26 of the CA2006 in its original form or with orsubject to any modification, addition or condition approved or imposed by theCourt and/or agreed by the Company and SEC S.p.A. (“SEC”) and (save asdefined in this Article) expressions defined in the Scheme shall have the samemeanings in this Article.

40A.2 Notwithstanding any other provision of these Articles, if the Company issuesany Porta Shares (other than to SEC and/or its nominee(s)) at or after theadoption of this Article 40A and on or before the Scheme Record Time (asdefined in the Scheme), such shares shall be issued subject to the terms of

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the Scheme (and shall be Scheme Shares for the purposes thereof) and theoriginal or any subsequent holder or holders of such shares shall be bound bythe Scheme accordingly.

40A.3 Notwithstanding any other provision of these Articles, subject to the Schemebecoming effective, if any Porta Shares are issued to any person (a “NewMember”) (other than under the Scheme or to SEC or its nominee(s)) afterthe Scheme Record Time, such New Member (or any subsequent holder orany nominee of such New Member or any such subsequent holder) will,provided the Scheme has become effective, be obliged immediately to transferall of the Porta Shares held by the New Member (or any subsequent holder orany nominee of such New Member or any such subsequent holder) (the“Post-Scheme Shares”) to SEC or its nominee(s) who shall be obliged toacquire all of the Post-Scheme Shares. The consideration for each Post-Scheme Share transferred to SEC shall be the issue of 0.011300000002712New SEC Shares (as defined in the Scheme) (or such greater amount as maybe payable under the Scheme if modified in accordance with its terms),provided that any fractions of New SEC Shares shall be aggregated, allotted,issued and sold in the market after the Effective Date. For the avoidance ofdoubt, all new ordinary shares in the capital of the Company allotted by theCompany to Retro Grand Limited pursuant to the terms of the undertakingentered into by Retro Grand Limited and the Company on 11 June 2019,being 530,372,743 ordinary shares, shall be subject to the provisions of thisarticle.

40A.4 On any reorganisation of, or material alteration to, the share capital of theCompany (including, without limitation, any subdivision and/or consolidation),the value of the consideration per Post-Scheme Share to be paid underArticle 40A.3 shall be adjusted by the directors of the Company in suchmanner as the auditors of the Company may determine to be appropriate toreflect such reorganisation or alteration. References in this Article 40A to PortaShares shall, following such adjustment, be construed accordingly.

40A.5 To give effect to any transfer of Post-Scheme Shares required by Article 40A.3above, the Company may appoint any person as attorney for the New Member(or any subsequent holder or any nominee of such New Member or any suchsubsequent holder) to execute and deliver as transferor a form of transfer orinstructions of transfer on behalf of the New Member (or any subsequentholder or any nominee of such New Member or any such subsequent holder)in respect of the Post-Scheme Shares in favour of SEC and/or its nominee(s)and to do all such other things and execute and deliver all such documents asmay in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in SEC or its nominee(s) and pending such vesting toexercise all such rights attaching to the Post-Scheme Shares as SEC maydirect. If an attorney is so appointed, the New Member (or any subsequentholder or any nominee of such New Member or any such subsequent holder)shall not thereafter (except to the extent that the appointed person fails to actin accordance with the directions of SEC) be entitled to exercise any rightsattaching to the Post-Scheme Shares unless so agreed by SEC. The Companymay give a good receipt for the purchase price of the Post-Scheme Sharesand may register SEC as holder thereof and issue to it certificate(s) for thesame. The Company shall not be obliged to issue a certificate to the NewMember (or any subsequent holder or any nominee of such New Member orany such subsequent holder) for the Post-Scheme Shares. SEC shall settle theissue of any New SEC Shares to such member (or any subsequent holder orany nominee of such new member or any subsequent holder) in the mannerset out in the Scheme.

40A.6 Notwithstanding any other provision of these Articles, both the Company andthe directors may refuse to register the transfer of any shares between theScheme Record Time and the Scheme Effective Date.

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40A.7 If the Scheme shall not have become effective by 23.59 p.m. on 30 September2019 or such later date (if any) as SEC and Porta may, with the consent ofthe Panel on Takeovers and Mergers agree and (if required) the Court mayallow, this Article 40A shall be of no effect.”

3. THAT, conditional upon the passing of Resolution 1 and, in addition to, any existing authoritiesand powers given to the directors pursuant to section 570 of the Act prior to the passing ofthis resolution, the directors be and they are empowered pursuant to section 570(1) and571(1) of the Act, as applicable, to allot equity securities (as defined in section 560 of the Act)of the Company for cash pursuant to the authority of the directors under section 551 of theAct conferred by Resolution 1, and/or where such allotment constitutes an allotment of equitysecurities by virtue of section 560(2) of the Act, as if section 561(1) of the Act did not apply tosuch allotment provided that the power conferred by this resolution shall be limited to theallotment of up to 530,372,743 Conversion Shares and unless previously renewed, revoked,varied or extended this power shall expire on the earlier of the conclusion of the next annualgeneral meeting of the Company and the date falling 18 months after the date of the passingof this resolution except that the Company may before the expiry of this power make an offeror agreement which would or might require equity securities to be allotted under this authorityafter such expiry and the directors may allot equity securities in pursuance of such offer oragreement as if this power had not expired.

By order of the Board

Gene GolembiewskiCompany Secretary

Registered office

Sky Light City Tower50 Basinghall StreetLondonEC2V 5DE

5 July 2019

Notes:1 Pursuant to Part 13 of the Companies Act 2006 and to Regulation 41 of the Uncertificated Securities Regulations 2001 (as

amended), only those members registered in the register of members of the Company at 6.30 p.m. on 25 July 2019 (or, in thecase of an adjourned meeting, at 6.30 p.m. on the day which is two days before the date of the adjourned meeting) shall beentitled to attend and vote at the Porta General Meeting in respect of the number of shares registered in their name at that time.In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person toattend or vote at the Porta General Meeting.

2 A member who is entitled to attend, speak and vote at the Porta General Meeting may appoint a proxy to attend, speak and voteinstead of him. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached todifferent shares (so a member must have more than one share to be able to appoint more than one proxy). A member wishing toexercise this right should read the information regarding the appointment of multiple proxies set out on pages 6 to 7 (inclusive) ofthe document of which this Notice of Porta General Meeting forms part and contact Equiniti on 0371 384 2050 (from within theUK) or +44 (0)121 415 0259 (from outside the UK). A proxy need not be a member of the Company but must attend the PortaGeneral Meeting in order to represent you. A proxy must vote in accordance with any instructions given by the member by whomthe proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the Porta GeneralMeeting (although voting in person at the Porta General Meeting will terminate the proxy appointment). A white form of proxy isenclosed. The notes to the white form of proxy include instructions on how to appoint the Chairman of the Porta GeneralMeeting or another person as a proxy. You can only appoint a proxy using the procedures set out in these Notes and in thenotes to the white form of proxy.

3 To be valid, a white form of proxy, and the original or duly certified copy of the power of attorney or other authority (if any) underwhich it is signed or authenticated, should reach the Company’s registrar, Equiniti Limited of Corporate Actions, Aspect House,Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, by no later than 11.15 a.m. on 25 July 2019 (or, in the caseof an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

4 In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the votes of other joint holders.

5 If you are a person who has been nominated by a member to enjoy information rights in accordance with section 146 of theCompanies Act 2006, Notes 3 to 5 above do not apply to you (as the rights described in those Notes can only be exercised bymembers of the Company) but you may have a right under an agreement between you and the member by whom you werenominated to be appointed, or to have someone else appointed, as a proxy for the Porta General Meeting. If you have no suchright or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to theexercise of voting rights.

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6 If a member has exercised the right, pursuant to the Company’s articles of association and section 145 of the CompaniesAct 2006, to nominate another person to exercise the right to attend, speak or vote at the Porta General Meeting or appoint aproxy for the Porta General Meeting, then that nominee shall have those rights to the exclusion of the member.

7 A member that is a company or other organisation not having a physical presence cannot attend in person but can appointsomeone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes 3 to 5above) or of a corporate representative. Members considering the appointment of a corporate representative should check theirown legal position, the Company’s articles of association and the relevant provision of the Companies Act 2006.

8 Members attending the Porta General Meeting have the right to ask, and, subject to the provisions of the Companies Act 2006,the Company must cause to be answered, any questions relating to the business being dealt with at the Porta General Meeting.

9 As at Latest Practicable Date, the Company’s issued share capital comprised 506,525,115 ordinary shares of one pennynominal value each and 2,862,879,050 deferred shares of 0.9 pence nominal value each. Each ordinary share carries the rightto one vote at a general meeting of the Company. The deferred shares to not carry the right to vote at general meetings. Noordinary shares were held in treasury and accordingly the total number of voting rights in the Company as at the LatestPracticable Date is 506,525,115.

10 Relevant documents will be available for inspection at the offices of Osborne Clarke LLP, One London Wall, London EC2Y 5EBduring usual business hours on any weekday (Saturday, Sunday and public holidays excluded) from the date of this Notice ofPorta General Meeting until the Porta General Meeting and will be available for inspection at the place of the Porta GeneralMeeting for at least 15 minutes prior to and during the Porta General Meeting.

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APPENDIX I

CORPORATE NOMINEE FACILITY TERMS AND CONDITIONS

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Page | 1

SEC S.p.A Corporate Nominee Facility

Terms and Conditions June 2019

IMPORTANT: These Terms and Conditions should be read in conjunction with the accompanying scheme document dated 5 July 2019 (the ‘Scheme Document’) containing the full terms and conditions of the Scheme of Arrangement. Unless the context otherwise requires, the definitions used in the Scheme Document also apply to these Terms and Conditions.

In accordance with the Scheme of Arrangement this agreement will end two (2) years from the Scheme Effective Date. After such time, any remaining CDIs will be sold and a Sterling cheque issued. For further details see Section 15.

Table of Contents Risk warnings......................................................................... 1 Suitability and Appropriateness ............................................ 1 About this agreement ........................................................... 1 Protecting your personal data............................................... 1 List of Charges ....................................................................... 1 1. Contact Details and Definitions .................................. 1 2. The nominee service we will provide ......................... 2 3. Your dividends and other shareholder entitlements .. 24. Voting at Company General Meetings ........................ 4 5. Keeping you informed about your holding ................. 4 6. Adding to your holding ............................................... 4 7. Dealing in your CDIs .................................................... 4 8. Tax ............................................................................... 4 9. Joint holders and trusts .............................................. 5 10. The security in your CDIs ............................................ 5 11. Communications between you and us........................ 5 12. Transferring our obligations ....................................... 6 13. Ending this agreement ................................................ 6 14. Notification of death ................................................... 6 15. Terminating our Corporate Nominee Facility ............. 6 16. Charges for our Corporate Nominee Facility .............. 7 17. Changing this agreement ............................................ 7 18. The extent of our liability ............................................ 7 19. Indemnifying us........................................................... 8 20. Conflicts of interest ..................................................... 8 21. Governing law ............................................................. 8 22. No third party rights ................................................... 8 23. Complaints and compensation ................................... 8 Alternative Formats .............................................................. 8

Risk warnings Investments made under these Terms and Conditions are in one company only and should therefore be considered as only one part of a balanced portfolio. The value of shares and any income from them can go down as well as up and you may not get back the amount of money you invest. Past performance is no guide to future performance.

Suitability and Appropriateness If you are in any doubt about the suitability of this Service or investments held on your behalf under it, you should consult an authorised financial adviser. We will not assess the suitability or appropriateness of investments held for you or other services provided to you under these Terms and Conditions and you are not subject to the FCA Rules on assessing suitability and appropriateness. You agree that you have not asked for or received any advice from us and it is your decision to accept this Corporate Nominee Facility is suitable to your requirements. About this agreement This document sets out the terms and conditions under which we will act as your service provider in providing the Corporate Nominee Facility in connection with your CREST Depository Interests (CDIs) relating to your shares in the Company. These Terms and Conditions will come into effect once we have accepted your application to hold the CDIs in our Corporate Nominee Facility. We reserve the right to refuse an application where that application is not validly made, and you must be aged 18 or over and resident in the UK, EEA, Channel Islands, Isle of Man, Switzerland or Gibraltar in order to use this service.

Protecting your personal data Our Privacy Notice explains how we use and protect your information within Equiniti FS, and how your enhanced rights apply from 25th May 2018. To read the latest version of our Privacy Notice and understand more about how Equiniti FS safeguards your data, please visit our Privacy Centre at:

privacy.equiniti.com or contact us using the contact details in Section 1.

List of Charges Transfer into Corporate Nominee Facility FREE Transfer out to another CREST Account £10 Transfer out to a depository account £10 Duplicate Statement (in the post) £10 + VAT Confirmation of holding

(a) on the internet / telephone FREE (b) in writing £10 + VAT

Annual management fee for unclaimed payments where share balance is zero (see Section 16 for further information)

Max £5 (incl VAT) per annum

1. Contact Details and Definitions1.1 When contacting Equiniti, you can telephone the

Shareholder Helpline on: 0371 384 2050 (+44 121 415 0259 if calling from outside the UK)

A text phone is also available on: 0371 384 2255 (+44 121 415 7028 if calling from outside the UK)

Lines open 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales). Or write to us at:

The Manager, Equiniti Corporate Nominees Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA United Kingdom

Or you can send us your query securely by completing the online form at:

help.shareview.co.uk 111

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1.2 In these Terms and Conditions, the following words have particular meanings: CDIs means CREST Depository Interests which

represent an ultimate entitlement to any class of fully paid up shares in the Company.

the Company means SEC S.p.A. Corporate Nominee Facility means the service

provided by us to eligible shareholders of the Company under these Terms and Conditions.

CREST means the computerised system for the transfer of uncertificated securities operated by Euroclear UK & Ireland Limited (under the Uncertificated Securities Regulations 2001).

EEA means countries in the European Economic Area. Equiniti FS means Equiniti Financial Services Limited,

which is authorised and regulated by the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN, United Kingdom (under reference 468631). The main business of Equiniti Financial Services Limited is investment and general insurance services, and its registered office is in the UK at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, registered in England and Wales no. 06208699. References to Equiniti Financial Services Limited also include any company to whom it transfers its rights and obligations in accordance with Section 12.

the Equiniti Group means Equiniti FS, its subsidiaries and parent companies and any subsidiary of any of its parent companies.

FCA and FCA Rules means respectively, the Financial Conduct Authority and rules made by the FCA which apply to the services provided by us to you, as amended from time to time.

NomineeCo means Equiniti FS or any other company (whether or not in the Equiniti Group) on which we may decide in the future to hold shares on your behalf pursuant to the Corporate Nominee Facility.

Scheme Effective Date means the date the Scheme of Arrangement becomes effective pursuant to its terms.

Scheme of Arrangement means the scheme of arrangement to be made between Porta Communications plc and the Scheme Shareholders (as defined in the Scheme Document) to implement the Acquisition of Shire by the Company.

Scheme Record Time means 6.00 p.m. (London time) on the calendar day following the date of the Scheme Court Hearing (as defined in the Scheme Document).

shares means shares of common stock of no par value in the Company received under the Scheme of Arrangement or pursuant to Section 3 of these Terms and Conditions and held by NomineeCo on behalf of you and/or other participants as CDIs.

Shareview Portfolio means the online portfolio service provided by the Equiniti Group where quarterly statements will be made available to you. Further information can be found at:

www.shareview.co.uk Unclaimed payments means any payments over

twelve (12) months old that have been issued to you in accordance with this agreement but have not been cashed.

we, our, us means Equiniti FS. References to “we, our, us” also include any company to which we may

transfer our rights and obligations in accordance with Section 12.

you, your, customer means: - you, the beneficial holder of CDIs representing

shares in the Company, and - if there is more than one of you, all the joint

holders jointly and individually, and/or - your personal representative(s).

2. The nominee service we will provide 2.1 Your CDIs will be registered with Euroclear UK and Ireland

Limited and held in the name of NomineeCo, a company that will hold your CDIs (though not the shares they represent) as we direct and for whose acts and omissions we will be responsible.

2.2 NomineeCo holds your CDIs as nominee for you and you will remain the ‘beneficial owner’ of the CDIs. In other words, although the CDIs will be registered in the name of NomineeCo, it will hold them for you, so that you have the economic interest in the CDIs. This will continue to be the case even if NomineeCo becomes insolvent.

2.3 Your CDIs will be held by NomineeCo in a pooled or omnibus account. We will keep a record of your CDIs but your individual holding may not be identifiable via separate share certificates or other paper or electronic proof of title. This means that in the event of a default (for example, if NomineeCo improperly fails to retain all of the assets entrusted to it), any shortfall in the investments registered in the name of NomineeCo may be shared pro rata by all the investors whose holdings are so registered.

2.4 You will be classified for the purposes of the FCA Rules as a Retail Client. If however you would otherwise be classified under the FCA Rules as an Eligible Counterparty or a Professional Client, you may not necessarily have the rights of a Retail Client under the Financial Services Compensation Scheme. For more information on complaints/compensation, please see Section 23.

2.5 The Corporate Nominee Facility is only available if you have a registered address in the EEA, Channel Islands, Isle of Man, Switzerland or Gibraltar as at the Scheme Record Time (subject to Sections 13.2 and 13.3). For the duration of this agreement, you are also required to ensure that you are not subject to regulations that would oblige us or the Company to comply with any governmental or regulatory procedures or similar formalities beyond those that would ordinarily apply in the UK. You are responsible for making sure you can validly take part and for complying with all necessary formalities. You should consult a professional adviser if you are in any doubt about whether you are going to need any governmental or other consent or to observe any other formalities in order to hold CDIs via our Corporate Nominee Facility.

3. Your dividends and other shareholder entitlements The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and Euroclear UK & Ireland Limited (and any of its subsidiaries), or the Company, prevent it.

3.1 Provided we have received the necessary funds from the Company (whether via CREST or not), we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your CDIs on the dividend payment date or other due date or as soon as reasonably practicable thereafter.

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Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. Monies held in respect of such payments will be held in a client money bank account in the name of Equiniti FS. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in Sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time, which could include a cheque if we do not have up-to-date bank details for you. To the extent we receive dividends or other shareholder distributions for you in a foreign currency, we may convert it into Sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your CDIs.

3.2 We may make available a service to enable you to: reinvest any sums receivable on your CDIs by way of a

distribution or dividend by purchasing more CDIs in the Company; or

receive new CDIs instead of a cash dividend if declared by the Board of the Company; or

receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company.

Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary CDIs or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a penny which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity.

3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in a bank, or other financial

institution that is either regulated within the UK to hold Client Money or is regulated in another EEA country to hold deposits and permissions extend to offering these services within the UK;

the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers;

we will not, however, be responsible for any acts or omissions of the bank; and

if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the

bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them.

If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies in line with FCA rules, we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any released monies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions.

3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately.

3.5 If you need us to send a replacement payment there may be a fee to pay. Details of our standard fees when issuing replacement payments can be found at:

www.shareview.co.uk/clients/paymentreissue Any fee will be deducted from the replacement payment being sent to you.

3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in Sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale.

3.7 If there is a capitalisation issue, or other distribution made up of additional CDIs in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate.

3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur.

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These are two possible courses of action: if the resulting company offers a nominee service, we

will normally send you their terms and conditions and, unless you tell us otherwise, include your CDIs in that alternative nominee service; or

if no nominee service is offered, we will normally try to arrange for you to hold CDIs or shares in the resulting company under the terms governing the demerger or restructuring.

3.9 If there is a takeover or other offer for your CDIs, we will not accept it unless we have your specific instructions to do so, or if the CDIs are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your CDIs. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability.

3.10 If for any reason, any CDIs in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s CDI balance will be divided by all eligible customers’ CDI balances and multiplied by the number of Company allocated CDIs. If there are any fractional CDIs, less than whole CDIs, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above.

3.11 Where after the application of 3.10 any fractional CDIs or fractional amounts of cash of less than a penny remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity.

3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation.

3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company.

4. Voting at Company General Meetings 4.1 If there is an arrangement allowing you to attend and vote

at general meetings of the Company, in respect of your CDIs, we will make this service available to you, so far as this is reasonably practicable and possible. If we are unable to make this service available to you, we may agree alternative voting arrangements on your behalf with the Company.

4.2 Alternatively, we will, if practicable, make arrangements for you to authorise NomineeCo to vote for you at a Company general meeting in the way you wish. We will notify you if such an arrangement is being made available and explain the procedure you should follow as well as any deadline by which your instructions regarding your vote must be received by us. See also Section 11.3 as to when we may use email or a website to provide you with such notice.

We may, at our absolute discretion, agree to accept voting instructions electronically. In the absence of specific instructions from you, the votes attached to your CDIs will not be used at all.

5. Keeping you informed about your holding We will send you a statement as soon as you join the Corporate Nominee Facility. On a quarterly basis we will make available a statement within your Shareview Portfolio. If you would like this in paper format details of how to request this will be made available on your statement notification. You can also request more frequent paper statements. Please contact us using the contact details in Section 1 for details of the charge for this service. If you need us to confirm your holding in writing at any other time, there may be a fee to pay. But you are welcome to check your holding at any time on our website at:

www.shareview.co.uk 6. Adding to your holding

Subject to Section 3, only CDIs issued as a result of the Scheme of Arrangement can be held under these Terms and Conditions. It is not possible to transfer any other CDIs into the Corporate Nominee Facility.

7. Dealing in your CDIs 7.1 A share dealing service will be made available to you in

respect of your CDIs. If you want to use it to sell your CDIs, we will act on the instructions of the share dealing service providers nominated on your behalf by the Company. For further details, please contact us. In this case, the share dealing will be governed by the terms and conditions between you and the share dealing service providers from time to time – you can ask for a copy of the share dealing terms and conditions by getting in touch with us directly.

7.2 If you want to use the services of a share dealing service provider other than that of those nominated by the Company, we will first need to transfer your CDIs to you or to a third party of your choice. There may be a fee for this transfer. So if you plan to use an alternative share dealing service provider, please let us know and we will send you the transfer form to complete, along with details of any fee and how to pay it.

7.3 Share dealing charges will vary from time to time. Please contact us for details of the share dealing service providers and their up-to-date fees and charges or how to obtain them.

8. Tax 8.1 You will be responsible for paying any taxes or duties due in

connection with your CDIs, including but not limited to, any tax on the income received in respect of your CDIs or on any capital gains from disposing of your CDIs. We will not be liable for them. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. Your own tax treatment will depend on your individual circumstances.

8.2 Our policy on correcting any shortfalls in money or assets held on behalf of customers Regardless of all the controls and measures we have, there can be instances when shortfalls in money or assets can occur. Sometimes such shortfalls last for less than a single working day but occasionally they may last for a longer period.

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In accordance with the principles and rules set by the FCA we will ensure there is adequate protection for customers’ assets when we are responsible for them. A key measure in ensuring and demonstrating such protection is the reconciliation of all money and assets due to our customers. Such reconciliation includes the correction of any shortfalls in the money and/or assets due to customers that may be identified, using our own funds and resources where necessary. This policy ensures that no customer would be disadvantaged should they request an immediate return of their money and/or assets or if it becomes necessary for us to return all money and assets to customers. For all money held on behalf of customers we use controls, during each business day, to monitor these balances and provide same day funding for any identified shortfalls (i.e. we ensure that the total amount of money actually held for customers in a segregated ‘client money’ bank account is equal to the total amount of money due to customers as per our internal customer account records). The funding by us of any shortfalls that may occur will remain in place until such time as the reason for the shortfall has been identified and corrected. We also monitor all assets (i.e. stock) held in custody for customers during the normal course of business each day to ensure these equal the total assets due to customers as per our internal customer account records. In the event a shortfall is identified, we will instigate the following actions:

(a) Establish if this has arisen as a result of a routine timing issue which will address the shortfall in due course and monitor this through to completion.

(b) If the shortfall is not as a result of a routine timing issue, we will establish the most recently available market valuation of the asset and credit the ‘client money’ bank account with the equivalent cash value of the shortfall.

(c) Ensure that our records clearly show which customers may be impacted by the asset shortfall (these customers will be entitled to claim against this cash provision in the event that Equiniti FS were to become insolvent before the asset shortfall is resolved).

(d) Where we ascertain that the delivery of assets will occur in due course to address the shortfall, then we will maintain an equivalent cash position in the ‘client money’ bank account until such time as these assets are delivered. This cash amount will be reviewed during each business day against the relevant market value of the assets and adjusted accordingly. We may apply an additional and appropriate margin to this valuation where the asset type is held on an overseas market which is open outside of normal UK business hours.

(e) Where we ascertain that the delivery of the stock to correct the shortfall is unlikely to occur or will not occur then we will arrange to purchase the relevant asset in the market to correct the shortfall. The equivalent cash value placed into the ‘client money’ bank account will remain in place until the trade has settled and the stock amount is represented in the overall customer asset position.

9. Joint holders and trusts 9.1 NomineeCo may hold CDIs for up to four joint holders. 9.2 Normally we will only accept instructions that have been

consented to by or on behalf of all joint holders. We may,

however, always at our sole discretion, agree to act on instructions signed by one or more joint holders – rather than by every one of you. We will not be liable for any loss a joint holder may suffer as a result.

9.3 We and NomineeCo cannot and will not take formal notice of any trust affecting the CDIs, whether express, implied or constructive.

10. The security in your CDIs 10.1 Your CDIs will not be lent to, nor deposited as collateral

with, a third party. No money will be borrowed by us against the security of your CDIs.

10.2 You must not assign or transfer your interest in the CDIs to anyone else or borrow money against the security of your CDIs. Neither we nor NomineeCo will be bound to take notice of, nor arrange to carry out, any trust, mortgage, charge, pledge or claim in favour of anyone else. We may decline any notice we receive concerning the right, title, interest or claim of anyone else to an interest in your CDIs, except when that interest has arisen through bankruptcy, court order or death.

11. Communications between you and us 11.1 Any communication or agreement between you and us

under these Terms and Conditions must be in the English language. We will always communicate with you in English.

11.2 Please address all letters, instructions, notices, and other documents for us to the address detailed in Section 1. Until your communication actually reaches us at this address, we will not be able to treat it as officially received, nor to act on it. You must send us any instructions or notices in writing – and we need an original paper document please, not a fax or email. In a few special circumstances and at our sole and absolute discretion we may be able to waive the requirement for your instructions to be in writing.

11.3 All quarterly statements will be added to your Shareview Portfolio and will not be sent by post (unless you have instructed us in accordance with Section 5). In addition, we will have discretion to make available to you through your Shareview Portfolio any other notices or documents related to this service. For example, we may advise you via the Shareview Portfolio of dividend payment confirmations or amendments to our Terms and Conditions, rather than sending this information to you (and all other users of our Corporate Nominee Facility) individually by post. An exception to this is where amendments to our Terms and Conditions are material and we are required to contact you directly giving you prior notice as per Section 17. All email notifications will be sent to holders using the latest valid email address provided. Where we choose to use paper communication we will continue to address all payments, notices and other documents to the sole or first-named joint holder at the address on our register, or the holder and address given to us most recently for correspondence purposes. If you provide us with an email address but subsequently decide that you do not want us to communicate with you by email or using a website, please send us a letter in the post stating this and we will resume using the last postal address we have for you. We may choose not to send out a document if we have reason to believe its distribution in your country may be forbidden by law.

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11.4 Everything we send you is at your own risk, including any cheque or electronic payments. If we are unable for any reason to send you a payment electronically, we will send it by cheque instead.

11.5 We cannot take any part in, nor take any responsibility for, arrangements between joint holders over sharing information or accounting among themselves.

11.6 If there should be any dispute or court proceedings concerning your CDIs or your beneficial interest in them, you must let us know as soon as practicable. If we become aware of a dispute between you and a third party, or between any joint holders, over ownership of the CDIs, we may decide that we must see an agreement signed by the disputing parties or a court order before we can act on any further instructions. If an agreement or court order of this kind is ever made affecting your CDIs, you agree to supply us with a copy as soon as possible afterwards.

11.7 If communications from us to you are returned by the Post Office marked ‘Gone Away’, or if, for any other reason, it is our reasonable belief that you no longer live at the address that you have registered with us, we will stop sending communications to you and will attempt to re-establish contact. In order to do this, we will write to your last known address seeking information about your current whereabouts. If you have a dividend mandate instruction in place, we will also write to your bank asking them to forward our contact details on to you. If we are still unable to re-establish contact with you, we may instruct a professional tracing agent to locate and make contact with you. If the tracing agent is successful, and you contract with them to use their services, they may charge you. If we have reason to believe your email address is invalid we will stop sending electronic communications and will resume using the last postal address we have for you. Your quarterly statements will continue to be made available to you in accordance with Section 5.

12. Transferring our obligations In accepting these Terms and Conditions you agree that we may transfer our obligations under this agreement to any other company, if that other company writes to you and undertakes to carry out all our duties and obligations under this agreement. If it does so, you agree that we will be released from all those duties and obligations that such company has undertaken to carry out. We shall satisfy ourselves that any such company is competent to carry out those functions and duties transferred and is regulated to do so by the FCA, if such regulation is required. As part of transferring our rights and obligations to a third party, we may transfer all of the cash, investments and information we hold under these Terms and Conditions to that third party or its nominee. Where funds are held by us as client money the third party will continue to hold this as client money. If you receive a written notice under this Section, and you decide you wish to end this agreement, you may do so by sending us instructions as explained in Section 13. No charge will be payable by you for this if your instructions reach us within one month of the date of the written notice.

13. Ending this agreement 13.1 You may cancel this agreement at any time by letting us

know in writing. This is in addition to your legal right to

cancel this agreement within fourteen (14) days of the agreement between us being made. Your cancellation letter will take effect as soon as we receive it, although this will not prevent the completion of any transactions that are already under way. The normal charges will be made for these transactions.

13.2 If you have asked to cancel this agreement, or you are no longer eligible to hold your CDIs in our Corporate Nominee Facility (i.e. you change address to outside the EEA, Channel Islands, Isle of Man, Switzerland or Gibraltar), you will need to provide a valid instruction to transfer your CDIs back into your own name, to transfer your CDIs to a third party of your choice, or to sell your CDIs. All transactions are subject to the usual fees unless otherwise notified.

13.3 If this agreement is terminated in accordance with Section 15, we will, if possible, procure that any remaining CDIs held on your behalf through the Corporate Nominee Facility are sold and the net proceeds of the sale (converted into pounds Sterling if required and after applicable dealing deductions) be remitted to you in pounds Sterling by way of cheque drawn on a branch of a UK clearing bank.

14. Notification of death The rights to your CDIs pass to your legal representatives on your death. To register the death we will need to see the original UK Grant of Representation, or a sealed office copy (we are not able to accept certified copies). This could be: Grant of Probate; Letters of Administration; or Certificate of Confirmation (Scotland). If the relevant CDIs are held on behalf of more than one person, and after the event the CDIs are to be held on behalf of the other person(s) then we will arrange for the CDIs to be transferred into their name(s) to remain in the Corporate Nominee Facility. In order to complete the transfer of CDIs into new name(s) after the event, we may need to request additional information and until this information is available the CDIs will continue to be held in the original name(s).

15. Terminating our Corporate Nominee Facility 15.1 Subject to Section 15.2, this agreement will terminate: (a) automatically two (2) years from the Scheme Effective

Date; (b) by us giving you three (3) months’ notice where a change in

applicable law or regulation means that we are precluded from providing the Corporate Nominee Facility to you;

(c) automatically if you no longer hold any CDIs in the Corporate Nominee Facility and any outstanding dividends or other entitlements have been cashed in accordance with your instructions; or

(d) automatically if the agreement between us and the Company under which we provide this Corporate Nominee Facility comes to an end.

15.2 Notwithstanding Section 15.1, in the event that this agreement terminates in accordance with Section 15.1 (a), 15.1 (b), or 15.1 (d) any such termination shall be without prejudice to the continuation of Sections 2, 3, 8, 10 , 11, 13.3, 14 , 18 to 23 (inclusive) and this Section 15.2 until such time that: (i) we have sold any remaining CDIs which are held on your behalf through the Corporate Nominee Facility; and (ii) we have remitted the net proceeds of such sale (converted into pounds Sterling if required and after

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any applicable dealing deductions) to you, in each case in accordance with Section 13.3.

16. Charges for our Corporate Nominee Facility We may charge fees for some other services provided under this agreement. We will not charge you for holding your CDIs in our Corporate Nominee Facility and taking care of much of the administration. Details of fees are set out in these Terms and Conditions. We may review these charges from time to time. We may charge an annual management fee (which we will notify to you in advance of the fee being applied) if we no longer hold any CDIs on your behalf under this agreement but continue to hold unclaimed payments which have been previously notified to you. We will withdraw this from your unclaimed payments up to the maximum stated in these Terms and Conditions. We will let you know in writing before we change any of our fees under these Terms and Conditions (see also Section 17). If at any time you would like an update on our fees they are available from us on request. In addition to the charges outlined above, we receive fees from the Company sponsoring the service. The Company sponsors this service so that you can benefit from holding your CDIs in an electronic account at low cost. The fees charged to the Company reflect the size, complexity and value of the service and the overall relationship with the Company. We also receive fees from brokers with whom the Company has set up arrangements for you to sell your CDIs. These fees are charged by us for trade settlement and register access administration. The broker should give you details of these fees at the time of your trade. More information about these fees is available on request.

17. Changing this agreement We may change these Terms and Conditions from time to time in order to: comply with changes in law or regulation; correct inaccuracies, errors or ambiguities; take account of any corporate reorganisation inside

our group of companies or a transfer of our rights, benefits and/or obligations under these Terms and Conditions to a third party; and/or

reflect changes in the scope and nature of the service we are able to provide, having regard to: - our agreement with the Company; - the CREST rules and regulations, and our CREST

membership; - our computer or database systems; - our administrative procedures and routines;

and/or - market practice and overall customer

requirements. If we intend to change the Terms and Conditions and the alteration is material, we will give you at least thirty (30) days’ advance written notice of the alteration, unless such changes are required by law or regulation to be effected earlier, or it is otherwise impracticable to do so. See also Section 11.3 as to when we may use email or a website to provide you with such notice. Remember also, if you do not like an alteration that we propose to make to these Terms and Conditions, that you

have a right to leave the Corporate Nominee Facility at any time by following the procedure in Section 13.

18. The extent of our liability 18.1 We will not be responsible for any losses or expenses you

incur under this agreement, unless caused by our breaching FCA Rules, or our fraud, wilful default or negligence. Even in the event of our wilful default or negligence, to the fullest extent permitted by law, we will not be liable for any loss attributable to a failure by you to let us know about address or name changes, other changes in personal details, or bankruptcy, or any problem or defect in your ownership or title to the CDIs (unless caused by us).

18.2 Neither we nor NomineeCo act as agent for the Company or accept any responsibility for anything the Company does or does not do.

18.3 Neither we nor NomineeCo will be responsible for: acting in accordance with a court order (of whatever

jurisdiction) or failing to act in accordance with a court order about which we have not been notified;

forged or fraudulent instructions. So long as we have shown all due care, we will be entitled to assume: - that signatures that purport to be yours are

genuine; and - if we have agreed to accept a particular instruction

over the phone or by email, that the caller’s or emailer’s identity is genuine – unless it ought to be obvious to anyone that it is not;

any kind of loss or damage you suffer in the event of ‘force majeure’ – meaning any failure, interruption or delay in the performance of our obligations because of: - industrial disputes; - the malfunction or failure of any

telecommunications, computer service, or CREST; - the failure of third parties to carry out their

obligations; - the activities of government or international

authorities, including changes in law or regulations; and/or

- any other event or circumstance not within our reasonable control provided, where relevant, that we have complied with the FCA Rules on business continuity. If this type of situation arises, however, we will remedy the situation as soon as reasonably possible; or

any indirect, special or consequential loss (including direct or indirect loss of profit),other than where this results from fraud or a breach of the Conduct of Business Sourcebook or Client Assets Sourcebook in the FCA Rules on our part.

18.4 We and NomineeCo reserve the right to delay acting on any particular instruction you give us, in order that we can get additional information from you, and/or comply with any law or regulations, and/or investigate the validity or any other aspect of the instruction. Neither we nor NomineeCo will be responsible for any financial loss resulting from such a delay.

18.5 Neither we nor NomineeCo will be responsible in any way to anyone for any shortfall that might arise because we are accountable for tax on any of the CDIs, or any part of the CDIs, or on any income or capital distribution or other payment they produce, or from any sale proceeds. In order to comply with any tax liabilities of this kind that might arise, we will be entitled to recover the money by making

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deductions from the income arising from your CDIs, or by selling any or all of the CDIs and making deductions from the proceeds.

18.6 We and NomineeCo will be entitled to make any agreement with, or give any undertakings to, any tax authority as regards the taxation status of the transactions made under this agreement, and do everything necessary to abide by any such agreement or undertakings.

18.7 We and NomineeCo may do, or stop doing, anything that, in our reasonable opinion, is necessary in order to comply with any laws, rules, regulations or the requirements of any regulatory or other body that are binding on us.

18.8 We reserve the right to correct your shareholding, at our expense, without reference to you, if we discover we have made an error, and will notify you (where relevant) of any correction made. In the event that we make an error on your shareholding and realise a financial gain in putting your shareholding back in the correct position we will be entitled to retain this.

19. Indemnifying us 19.1 You agree to indemnify us and NomineeCo and our

respective agents, officers and employees for any liabilities we incur arising from anything done by us in the proper performance of our duties in accordance with this agreement in relation to your CDIs, except for liabilities that are the result of our or NomineeCo’s wilful default, negligence or fraud or a breach of the FCA Rules.

19.2 Your obligations under this indemnity will survive even in the event of: complete or partial termination of this agreement, or our or NomineeCo’s resignation or replacement.

19.3 If you are liable under the terms of this agreement to pay us a sum of money and the law requires tax to be deducted or withheld from that sum, you must pay us enough to cover both your liability and the tax sum involved in full. We and you agree to make any payments and adjustments necessary to achieve this.

20. Conflicts of interest 20.1 We have organisational and administrative arrangements in

place, that are intended to prevent conflicts of interest from adversely affecting the interests of our clients. So, we take all appropriate steps to identify and prevent or manage conflicts of interest:

(a) between us and our clients; and (b) between one client and another, that arise in the course of

providing an investment and/or ancillary service. If these arrangements are not sufficient to ensure, with reasonable confidence, that the risk of damage to you will be prevented, we will tell you about the nature and/or sources of conflicts of interest, and the steps we have taken to mitigate these risks, in providing these services.

20.2 You will find full details of our Conflicts Policy on our website at:

www.shareview.co.uk/info/policies or you can request a printed copy by contacting us using the contact details in Section 1.

20.3 At the time of the issue of this document no material conflicts of interest were identified which could not be managed in accordance with Section 20.1.

21. Governing law These Terms and Conditions are governed by English law. Any disputes relating to the agreement between us will be

subject to the jurisdiction of the courts of England and Wales.

22. No third party rights This agreement is only between you and us. It will not give any benefits to, nor be enforceable by, a third party.

23. Complaints and compensation If you have a complaint of any kind, please be sure to let us know. We will do our utmost to resolve the issue. You can put your complaint in writing to us at:

Complaint Resolution Team, Equiniti Financial Services Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA United Kingdom

or email us at: concerns@equiniti.com

or call us using the contact details in Section 1. If we cannot resolve the issue between us, you may – so long as you are eligible – ask the independent Financial Ombudsman Service to review your complaint. A leaflet with more details about our complaints procedure is available – you are welcome to ask us to supply you with a copy at any time. We are a member of the Financial Services Compensation Scheme, set up under the Financial Services and Markets Act 2000. If we cannot meet our obligations, you may be entitled to compensation from the Financial Services Compensation Scheme. This will depend on the type of agreement you have with us and the circumstances of the claim. For example, the Financial Services Compensation Scheme covers corporate sponsored nominees, individual savings accounts and share dealing. Most types of claims for FCA regulated business are covered for 100% of the first £85,000 per person. This limit is applicable to all assets with Equiniti FS. For more details about the Financial Services Compensation Scheme, you can call their helpline:

0800 678 1100 or +44 207 741 4100 or go to their website at:

www.fscs.org.uk or write to them at:

Financial Services Compensation Scheme 10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU United Kingdom

Alternative Formats To request these Terms and Conditions in an alternative format, for example, large print, braille, or an audio tape, please contact us using the contact details in Section 1.

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