Pre-emption Offers to Shareholders

NR162RX1999-02-251999-03-151999-03-081999-04-07BN996DA1999-03-160.89653952.437129NR16 2RXThe District of BrecklandThe Borough of Worthing-0.41092650.818554BN99 6DACompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

Pre-emption offers to Shareholders

WASTE RECYCLING GROUP PLC (Registered in England No. 2902416)

Notice is hereby given, pursuant to the provisions of section 90(5) of the Companies Act 1985, to persons registered as holders of Ordinary Shares of 25p each in Waste Recycling Group plc (“the Company”) at the close of business on 8th March 1999 who have no registered address within the United Kingdom and who have not given to the Company an address within the United Kingdom for the service of notices to them (“Relevant Shareholders”), that the following documents (being copies of the documents which were despatched to ordinary shareholders (in the case of document 1) on 25th February 1999 and (in the case of document 2) on 15th March 1999, in connection with and constituting the offer by way of rights (“the Issue”) of up to 30,308,859 New Ordinary Shares of 25p each in the Company payable in cash in full on application at 406p per share on the basis of 7 New Ordinary Shares for every 20 Ordinary Shares of 25p each held at the close of business on 8th March 1999) may be inspected at or (subject as provided below) obtained on personal application by or on behalf of Relevant Shareholders from Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA, during usual business hours on any weekday (Saturday and public holidays excepted) up to and including 3 p.m. on 7th April 1999. (1) the circular letter comprising a prospectus dated 25th February 1999, in connection with the Issue, addressed to the ordinary shareholders of the Company; and (2) the provisional allotment letters in respect of the New Ordinary Shares provisionally alloted pursuant to the Issue (which may only be obtained on production of evidence of entitlement and provided that, in the case of those Relevant Shareholders to whom originals thereof were despatched by post on 15th March 1999, such provisional allotment letters may not be obtained but may only be inspected unless the relative original so despatched by post is surrendered to Lloyds TSB Registrars at the above address). No envelope containing a provisional allotment letter should be postmarked in, or sent from, the United States of America, Australia, Canada or the Republic of Ireland. A Relevant Shareholder accepting the provisional allotment of new Ordinary Shares must provide an address outside those countries for the receipt of documents relating to those new Ordinary Shares. By Order of the Board. M. D. Fulcher, Secretary, Manor Farm Bridgham, Norwich NR16 2RX. 16th March 1999