Companies Act Section 656

4 May 2017

Torotrak plc

("Torotrak", the "Group" or the "Company")

Section 656 of the Companies Act 2006

On 30 January 2017, the Board announced a strategic refocus of the Group, which included taking steps to consolidate the Group's engineering resources and reduce the ongoing cash operating costs. Following a period of employee consultation, the Board has decided to close the Leyland site and make all staff working at that site redundant. The Board continues to focus on realising value from Torotrak's technology portfolio and other assets.

The Company's Auditors are in the process of completing their audit of the Financial Statements for the Company and the Group for the year ended 31 March 2017. It is anticipated that the Company's Preliminary Results will be published no later than mid-July 2017 with the Annual Report sent to Shareholders by the end of July 2017. The Group expects to close the financial year with £5.1 million of cash, in line with expectations.

Whilst the audited net assets of the Company as at 31 March 2017 are not yet available, the Board believes that on completion of the audit, the net assets of the Company will fall below half of the value of the called-up share capital.

Under Section 656 of the Companies Act 2006 (Section 656), when a board becomes aware (or should have been aware) that the net assets of a public company are half or less than the value of its called-up share capital, the directors are required, within 28 days, to call a general meeting of the company for the purpose of considering whether any, and if so what, steps should be taken to deal with the situation.

Consequently, the Board has today issued a notice to hold a General Meeting of the Company at 10.00am on 31 May 2017 at 1 Aston Way, Leyland, Lancashire PR26 7UX in connection with Section 656. The Board does not consider that any steps are required to be taken beyond those already in hand and accordingly, no resolutions will be put to Shareholders at the General Meeting.

For more information, please visit www.torotrak.com or contact:

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