(Registered in Scotland with registered number SC008349)

NOTICE IS HEREBY GIVEN that, by an Order dated 10 October 2019 made by the Court of Session at Edinburgh (the “Court”), the Court has directed that a meeting (the “Court Meeting”) be convened of Scheme Shareholders (as defined in the scheme of arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the “Scheme”) proposed to be made pursuant to Part 26 of the Companies Act 2006 (the “Act”) between Low & Bonar PLC (“Low & Bonar” or the “Company”) and the Scheme Shareholders and that the Court Meeting will be held at Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ on 5 November 2019, at 10.30 a.m., at which place and time all holders of Scheme Shares are requested to attend.

At the Court Meeting, the following resolution will be proposed:

“That the scheme of arrangement dated 11 October 2019 (the “Scheme of Arrangement”), between the Company and the holders of the Scheme Shares (as defined in the Scheme of Arrangement), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chairman hereof, in its original form or with, or subject to, any modification, addition or condition approved or imposed by the Court and jointly consented to by the Company and FV Beteiligungs-GmbH, be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect.”

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

For the Court Meeting (or any adjournment thereof) to be properly convened, a quorum of two persons entitled to vote on the business to be transacted, each being a Scheme Shareholder, the proxy of a Scheme Shareholder or (where the Scheme Shareholder is a corporation) a duly authorised corporate representative, must be present.

Copies of the Scheme and of the explanatory statement required to be furnished pursuant to section 897 of the Act has been published and is available for Scheme Shareholders from the Company's website at www.lowandbonar.com and is being sent to Scheme Shareholders. Further copies of the Scheme may be obtained by any Scheme Shareholder by contacting Equiniti during business hours on 0333-207-6385 from within the UK or +44 (0)121-415-0954 if calling from outside the UK or by submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

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

A BLUE Form of Proxy, for use in connection with the Court Meeting, accompanies the Scheme of Arrangement. Instructions for its use are set out on the form. Scheme Shareholders who hold their shares in uncertificated form through CREST who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual available at www.euroclear.com.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST or by way of an online appointment, will not prevent a Scheme Shareholder from attending, speaking and voting in person at the Court Meeting, or any adjournment thereof, if that Scheme Shareholder wishes and is entitled to do so.

Scheme Shareholders are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote on their behalf at the Court Meeting, provided that each proxy is appointed to exercise the rights attached to a different Scheme Share or Scheme Shares. A space has been included in the BLUE Form of Proxy to allow Scheme Shareholders to specify the number of shares in respect of which that proxy is appointed. Scheme Shareholders who return the BLUE form of proxy duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all their Scheme Shares. A proxy need not be a Scheme Shareholder or a member of the Company but they must attend the Court Meeting to represent you.

Scheme Shareholders who wish to appoint more than one proxy in respect of their Scheme Shares should contact the Company’s Registrars, Equiniti, on 0333-207-6385 (from within the UK) or on +44 (0)121-415-0954 (from outside the UK) for further BLUE Forms of Proxy or photocopy the BLUE Form of Proxy as required. Such holders of Scheme Shares should also read the information regarding the appointment of multiple proxies set out on page 9 of the Scheme and on the BLUE Form of Proxy.

It is requested that the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to the Company’s Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, either (i) by post or (ii) (during normal business hours only) by hand, to be received not later than 10.30 a.m. (London time) on 1 November 2019 or, in the case of an adjournment of the Court Meeting, no later than 48 hours (excluding any day which is not a Business Day) before the time appointed for the adjourned meeting. However, if not so lodged, BLUE Forms of Proxy (together with any such authority, if applicable) may be handed to the Chairman of the Court Meeting or to Equiniti, on behalf of the Chairman of the Court Meeting, before the start of the Court Meeting.

In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by 10.30 a.m. (London time) on 1 November 2019 (or if the Court Meeting is adjourned, no later than 48 hours (excluding any day which is not a Business Day) before the time fixed for the adjourned Court Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Forms of Proxy may also be submitted electronically by logging on to the following website www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than 10.30 a.m. (London time) on 1 November 2019 (or if the Court Meeting is adjourned, no later than 48 hours (excluding any day which is not a Business Day) before the time fixed for the adjourned Court Meeting).

Voting Record Time

Entitlement to attend, speak and vote at the Court Meeting or any adjournment thereof and the number of votes which may be cast at the Court Meeting, will be determined by reference to the register of members of the Company at 6.30 p.m. (London time) on 1 November 2019 or, if the Court Meeting is adjourned, 6.30 p.m. (London time) on the date which is two days (excluding any day which is not a Business Day) before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote at the Court Meeting.

Joint Holders

In the case of joint Scheme Shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf, all its powers as a Scheme Shareholder provided that no more than one corporate representative exercises power over the Scheme Share. Only one corporate representative is to be counted in determining whether under section 899(1) of the Companies Act whether a majority in number of the Scheme Shareholders approved the Scheme. The Chairman of the Court Meeting may require a corporate representative to produce to the Company’s Registrars his written authority to attend and vote at the Court Meeting at any time before the start of the Court Meeting. The representative shall not be entitled to exercise the powers conferred on them by the Scheme Shareholder until any such demand has been satisfied.

By the Order, the Court has appointed Daniel Dayan or, failing him, Ian Ashton or, failing him, Peter Bertram, to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 11 October 2019