Takeover Offers

-2.63076351.420929BS13 8AEThe City of BristolFinancial Services and Markets Act 2000Companies Act 20062015-03-052015-02-04TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk227393161132

Cash offer by

CEDAR 2015 LIMITED

for

API GROUP PLC

Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:

1. by means of an offer document dated and posted on 4 February 2015 (the “Offer Document”), Cedar 2015 Limited (the “Offeror”) is making a cash offer to acquire the entire issued and to be issued ordinary shares of 1p each of API Group Plc (“API”) other than shares already owned by Cedar 2015 Limited (the “Offer”); and

2. a copy of the Offer Document and the form of acceptance relating to the Offer (the “Form of Acceptance”) can be inspected, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the website maintained in relation to the Offer at http://www.cosinecom.com/cedar and can be inspected, or copies thereof may be obtained, from the Receiving Agent, Computershare Investor Services PLC during normal business hours, at the Pavilions, Bridgwater Road, Bristol, BS13 8AE or on 0870 873 5959 (if calling from within the UK) or +44 (0)870 873 5959 (if calling from outside the UK).

The Offer is 60 pence for each API Share. The Offer values the entire issued and to be issued ordinary share capital of API at approximately £46 million.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of API Shareholders holding API Shares in certificated form, the Form of Acceptance. Terms defined in the Offer Document have the same meaning in this notice.

This notice does not constitute, and must not be construed as, an offer. API Shareholders who accept the Offer may rely only on the Offer Document and, in the case of API Shareholders holding API Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer.

The Offer will not, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. In particular, the Offer will not be made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any Restricted Jurisdiction. Persons receiving this notice (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, the Offer Document or any other documentation relating to the Offer in or into any Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

Any API Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser, duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer is, by means of this notice, being extended to all persons to whom the Offer Document may not be despatched who hold, or who are entitled to have allotted or issued to them, API Shares.

The Offer, which has been made by means of the Offer Document and this notice, will initially be open for acceptance until 1.00 p.m. (London time) on Thursday 5 March 2015 (or such later time(s) and/or date(s) as the Offeror may, subject to the rules of the Code, decide).

Cedar 2015 Limited

4 February 2015