Proposed Placing

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Further, this Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of RPC Group plc in any jurisdiction in which any such offer or solicitation would be unlawful.

RPC Group Plc

Proposed placing of approximately 13 million new ordinary shares to raise approximately £75 million

RPC Group Plc ("RPC" or the "Company" or the "Group"), an international rigid plastic packaging supplier to the food and non-food, consumer and industrial markets, today announces the placing of approximately 13 million new ordinary shares of 5 pence each in the Company (the "Placing Shares") representing approximately 8 per cent. of the Company's existing issued ordinary share capital (the "Placing"). The Placing is expected to raise £75 million and is being conducted through a bookbuilding process which will be launched immediately following this Announcement.

The proceeds of the Placing will be used to part finance the acquisition of ACE Corporation Holdings Limited ("ACE") as announced earlier today, for an initial consideration of approximately US$301 million (£178 million) and a total consideration of up to US$430 million (£255 million) on a debt-free, cash-free basis (the "Acquisition"). The initial consideration to be paid for ACE represents a multiple of 7.4 times 2013 EBITDA.

Background to and reasons for the Placing

ACE, established over 25 years ago, is one of the Far East's industry leaders in the manufacture of plastic injection moulded components and injection moulding tools for niche segments within the packaging, lifestyle, medical, power and automotive end markets. Headquartered in Hong Kong, ACE operates five technologically advanced production plants in mainland China with approximately 3,300 employees. For the year ended 31 December 2013, ACE achieved revenues of HK$ 1,355 million (£104 million) and EBITDA of HK$ 314 million (£24 million), these results representing growth of 25% and 38% respectively from the year ended 31 December 2012.

RPC proposes to fund the initial consideration of US$ 301 million (£178 million) through the issue of approximately 8.5 million ordinary shares to the ACE Sellers (subject to customary "lock-in" arrangements), the Placing of approximately 13 million ordinary shares to raise approximately £75 million, with the balance funded through new debt (principally through a new £350 million revolving credit facility arranged alongside the Acquisition) and existing cash reserves. The Board expects pro forma leverage as at 31 March 2014 to be approximately 1.8 times the Enlarged Group's net debt / EBITDA.

Details of the Placing

The Placing will be conducted in accordance with the terms and conditions set out in Appendix I. The Placing will be effected by way of an accelerated bookbuilding to be managed by Deutsche Bank AG, London Branch ("Deutsche Bank") and Panmure Gordon (UK) Limited ("Panmure Gordon" and together with Deutsche Bank the "Joint Bookrunners"). The bookbuilding process will commence with immediate effect. The timing of the closing of the book, pricing and allocations is at the absolute discretion of the Joint Bookrunners. The price at which the Placing Shares are to be placed (the "Placing Price") and the number of Placing Shares will be agreed by the Company with the Joint Bookrunners at the close of the bookbuilding period. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the bookbuilding process. The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

The Placing is conditional upon, amongst other things, admission of the Placing Shares to the premium listing segment of the Official List maintained by the UK Listing Authority and to trading by the London Stock Exchange on its main market for listed securities, becoming effective ("Admission") and the placing agreement between the Company and the Joint Bookrunners not being terminated prior to Admission. The Placing is not conditional on completion of the Acquisition. In the event that the Acquisition does not complete, it is the Directors' current intention that the net proceeds of the Placing would be retained by the Company for general corporate purposes and (where possible) acquisitions that fulfil the Company's strategic objectives.

Settlement for the Placing Shares as well as Admission of the Placing Shares is expected to take place on 7 May 2014.

This Announcement should be read in its entirety and should be read in conjunction with the announcement of the Acquisition which was published today (the "Acquisition Announcement"). In particular, your attention is drawn to the "Important Notices" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the bookbuilding process described in Appendix I, and to the risk factors described in Appendix II. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in Appendix I.

Please note all terms not defined in this announcement shall have the same meaning as defined in the Acquisition Announcement.

IMPORTANT NOTICES

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this Announcement and the Placing of the Placing Shares as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United States, the United Kingdom or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom or in any other jurisdiction. This communication is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

In member states of the European Economic Area, this Announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements are based on current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this Announcement reflect the Company's view with respect to future events as at the date of this Announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the conditions to the acquisition being satisfied, the Enlarged Group's ability to integrate their businesses and personnel, the successful retention and motivation of the Enlarged Group's key management, the increased regulatory burden facing the Enlarged Group and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this Announcement will be realised. Neither the Company nor the Joint Bookrunners undertake any obligation nor do they intend to revise or update any forward-looking statements in this Announcement to reflect events or circumstances after the date of this Announcement (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this Announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the Announcement. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. For a more detailed description of the risks and uncertainties, please see the risk factors discussed attached as Appendix II hereto. The Company undertakes no obligation to update the forward-looking statements in this Announcement or any other forward-looking statements it may make. Forward-looking statements in this Announcement are current only as of the date on which such statements are made.

This Announcement (including the Appendices) has been issued by, and is the sole responsibility of, the Company. This Announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, South Africa or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

Neither Rothschild, Deutsche Bank nor Panmure Gordon nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority in the United Kingdom is acting solely for the Company in relation to the Placing and the Acquisition and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Placing or the Acquisition or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the Placing or the Acquisition, and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Rothschild accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this Announcement or any such statement.

Deutsche Bank AG, London Branch, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of the Deutsche Bank nor for providing advice in relation to the Placing or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Deutsche Bank by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Deutsche Bank does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Deutsche Bank accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this Announcement or any such statement.

Panmure Gordon, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Panmure Gordon nor for providing advice in relation to the Placing or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Panmure Gordon accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this Announcement or any such statement.

Any indication in this Announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX I: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN WILL HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Persons who are invited to and who choose to participate in the placing (the "Placing") of approximately 13 million new ordinary shares (the "Placing Shares") in RPC Group Plc (the "Company"), by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will (i) be deemed to have read and understood this Announcement, including Appendices I and II , in its entirety; and (ii) be making such offer on the terms and conditions contained in Appendices I and II, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b) it is and, at the time the Placing Shares are acquired, will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S") and is acquiring beneficial interests in the Placing Shares for its own account;

(c) if acquiring the Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account; and

(d) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners (as defined below) has been given to each such proposed offer or resale.

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of Appendices I and II or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and the Placing Shares

Deutsche Bank and Panmure Gordon are acting as Joint Bookrunners in connection with the Placing (together, the "Joint Bookrunners") and have entered into a placing agreement (the "Placing Agreement") with the Company under which they have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Subject to the execution of a terms of pricing agreement setting out the final number of Placing Shares and a final Placing Price (as defined below) following completion of the Bookbuild (as defined below) (the "Pricing Agreement"), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Joint Bookrunners have severally (and not jointly or jointly and severally) agreed to acquire such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Joint Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement. In accordance with the terms of the Placing Agreement and a subscription and transfer agreement between the Company, Deutsche Bank and a Jersey incorporated subsidiary of the Company (the "Subscription and Transfer Agreement"), the allotment and issue of the Placing Shares will be made by the Company to Placees in consideration for the transfer of the Company of certain shares in a Jersey incorporated subsidiary of the Company by Deutsche Bank (acting on behalf of itself and Panmure Gordon).

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of five pence per share in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application for listing and admission to trading

Application will be made to the FCA for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission").

It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 7 May 2014 (or such later time and/or date (being not later than 8.00 a.m. on 14 May 2014) as the Joint Bookrunners and Rothschild may agree with the Company) (the "Closing Date") and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees in respect of any Placing Shares.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as Joint Bookrunners and agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

2. The allotment and issue of the Placing Shares to Placees by the Company will be in consideration of the transfer to the Company by Deutsche Bank of shares in a Jersey incorporated company, pursuant to a subscription and transfer agreement entered into between Deutsche Bank, the Company and such Jersey incorporated company. The consideration from the Company for the transfer of the shares in such Jersey incorporated company will be a price equal to the product of the Placing Price (as defined below) and the number of Placing Shares, which price will be satisfied by the issue of the Placing Shares by the Company to the Placees.

3. The Bookbuild, if successful, will establish a single price payable in respect of the Placing Shares (the "Placing Price") to the Joint Bookrunners by all Placees whose bids are successful. The Placing Price and the number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FCA. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 7 below.

5. The Bookbuild is expected to close no later than 4:30 p.m. (London time) on 1 May 2014, but may be closed earlier or later, at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

6. Each prospective Placee's allocation will be agreed between the Joint Bookrunners (in consultation with the Company) and will be confirmed to Placees orally by the relevant Bookrunner following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bookrunner and the Company, to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix I and in accordance with the Company's articles of association. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.  

7. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 6 above and subject to prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix I and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the relevant Bookrunner.

9. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

11. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13. To the fullest extent permissible by law, neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

(a) Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on the Closing Date (or such later time and/or date (not being later than 14 May 2014) as the Company and the Joint Bookrunners may otherwise agree);

(b) none of the representations, warranties and agreements of the Company contained in the Placing Agreement being, in the good faith opinion of a Joint Bookrunner or Rothschild, untrue, inaccurate or misleading on and as at the date of the Placing Agreement or at any time between the date of the Placing Agreement and the Closing Date;

(c) the Company having complied with and not being in breach, at any time prior to Admission of the Placing Shares, of any of its obligations under the Placing Agreement or under the terms of the Placing which, in each case, fall to be performed or satisfied prior to Admission of the Placing Shares, in each case to the extent which, in the good faith opinion of a Joint Bookrunner or Rothschild, is material in the context of the Placing, the Group, the Acquisition or Admission of the Placing Shares;

(d) the good faith opinion of either a Joint Bookrunner or Rothschild, there not having occurred a material adverse change in the condition (financial, operational, legal or otherwise) or the funding position, earnings, solvency, operations, business affairs, solvency or prospects of the Company and its subsidiaries (the "Group") taken as a whole or of ACE or the ACE Group taken as a whole and whether or not foreseeable and whether or not arising in the ordinary course of business at any time prior to Admission;

(e) the agreement in relation to the proposed Acquisition being entered into by the parties thereto and having, and continuing to have, full force and effect and not having been terminated, varied, modified, supplemented or lapsing or the Acquisition not having ceased to be capable of completion on Admission of the Consideration Shares in accordance with the terms of the Acquisition Agreement prior to Placing Shares Admission and no right to terminate or rescind the Acquisition Agreement having arisen before Admission of the Placing Shares and no party to the Acquisition Agreement having failed to enforce its rights thereunder in accordance with its terms or granted any waiver or indulgence in relation to any obligation thereunder or extension of time for its performance;

(f) the publication by the Company of the results of the Placing on a Regulatory Information Service by no later than 5.00 p.m. on the date of this Announcement (or such later time and/or date as may be agreed in writing between the Joint Bookrunners and Rothschild);

(f) the Company allotting, subject only to Admission the relevant Placing Shares in accordance with the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Joint Bookrunners shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia: (i) in the good faith opinion of a Joint Bookrunner, any breach of the warranties given by the Company in the Placing Agreement or any statement in the Placing Agreement becoming untrue, incorrect or misleading; (ii) any material adverse change in the condition (financial, operational, legal or otherwise) or the funding position, earnings, business affairs, solvency, operations or prospects of the Group taken as a whole or of ACE or the ACE Group taken as a whole at any time since the date of the Placing Agreement; or (iii) the occurrence of a change in the financial markets of the United Kingdom, the European Economic Area, the United States or international markets or a suspension or limitation in the trading in any securities of the Company on the London Stock Exchange or any exchange or over the counter market or a moratorium of banking activities or (iv) an outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, currency exchange rates or exchange controls; or (v) an adverse or prospective adverse change in United Kingdom tax affecting the Placing Shares or the allotment, issue or transfer thereof which, in the opinion of a Joint Bookrunner, would make it impracticable or inadvisable to proceed with the Placing or market the Placing Shares.

By participating in the Placing, Placees agree that the exercise by either Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Lock-up

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 90 days after the later of the Closing Date or Admission of the Consideration Shares (inclusive), it will not, without the prior written consent of the Joint Bookrunners and Rothschild directly or indirectly issue, allot, offer, pledge, sell, contract to sell, lend, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, deposit any depositary receipt facility or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or file any registration statement under the United States Securities Act of 1933 with respect to any of the foregoing (or publicly announce the same) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Ordinary Shares, subject to certain customary exceptions agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by any Joint Bookrunner of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Prospectus

A combined circular and prospectus will be published in connection with the Acquisition and Admission (the "Prospectus") and is expected to be approved by the UK Listing Authority later today. The Prospectus will not be made available to the Placees prior to the completion of the book building process.

Publicly Available Information

Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Acquisition Announcement released by the Company today and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously published by the Company by notification to a Regulatory Information Service or otherwise filed by the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and none of the Company or the Joint Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0007197378) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"). Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the closing of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Bookrunner.

It is expected that settlement will be on 7 May 2014 in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably:

1 represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2 acknowledges that the Prospectus has not been and will not be made available to Placees prior to completion of the Bookbuild;

3 acknowledges that none of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

4 acknowledges that the Company's Ordinary Shares are listed on the premium segment of the Official List and are admitted to trading on the main market of the London Stock Exchange plc (the "Exchange") and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access to such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;

5 acknowledges that the Placing is not conditional on completion of the Acquisition and that although Company anticipates using the proceeds raised through the Placing for the Acquisition, that the Acquisition is dependent upon certain conditions being satisfied and that accordingly neither the Company nor the Joint Bookrunners warrant or represent that the Acquisition will take place;

6 acknowledges that the content of this Announcement and the Acquisition Announcement are exclusively the responsibility of the Company and that none of the Joint Bookrunners, nor their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or the Acquisition Announcement or any information previously published by or on behalf of the Company, pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or the Acquisition Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and the Acquisition Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by any of the Joint Bookrunners or the Company nor any of their respective affiliates and none of the Joint Bookrunners or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

7 acknowledges and agrees that it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Acquisition, the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information or any other information; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;

8 acknowledges that it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;

9 acknowledges that none of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10 represents and warrants that it is and, at the time the Placing Shares are acquired, will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S acquiring the Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

11 acknowledges that in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to the Joint Bookrunners for all or part of any such loss it may suffer, (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares;

12 undertakes, unless otherwise specifically agreed with the Joint Bookrunners, that it is not and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan, Jersey or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan, Jersey or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

13. acknowledges that the Placing Shares have not been and will not be registered and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States or any state or jurisdiction thereof, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;

14 acknowledges that the Placing Shares are being subscribed for investment purposes, and not with a view to offer, resell or distribute within the meaning of the United States securities laws.

15 acknowledges that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S);

16 acknowledges that no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

17 represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

18 represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of the Financial Services and Markets Act 2000 (the "FSMA") and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

19 represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

20. if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

21 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

22 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

23 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

24 represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

25. represents and warrants, if in a Member State of the European Economic Area, unless otherwise specifically agreed with the Joint Bookrunners in writing, that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

26. represents and warrants, if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise lawfully be communicated;

27. acknowledges and agrees that no action has been or will be taken by either the Company or the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

28 represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunderand complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix I and Appendix II) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

29 undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;

30. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

31 acknowledges that none of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner in connection with its participation in the Placing and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

32 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;

33 acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions set out in this Appendix I and Appendix II, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

34 agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix I and Appendix II and further agrees that the provisions of this Appendix I and Appendix II shall survive after completion of the Placing;

35 represents and warrants that it has neither received nor relied on any inside information concerning the Company prior to or in connection with accepting this invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;

36 if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; and

37 agrees that the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it a irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor either of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

The Company and the Joint Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Joint Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any money held in an account with such Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

APPENDIX II: RISK FACTORS

Any investment in RPC or the Placing Shares is subjectto a number of risks.

The EnlargedGroup's business, resultsof operations or financial condition could be materially and adversely affected by a number of factors.This section describesrisk factors considered by the Directors to be material.This section shouldnot be regarded, however, as a completeand comprehensive statement of all potentialrisks and uncertainties. Additional risks and uncertainties that arenot currently known to the Directors, or which they currently deem immaterial, may also adversely affect the Enlarged Group's business, results of operations or financialcondition. If any such risks were to materialise the price of Ordinary Shares could decline as a consequence and investors could lose all or part of their investment.

Risks Relating to Completion of the Acquisition

If certain conditions are not met, the Acquisition may not proceed

Completion of the Acquisition is subject to a number of conditions, including:

• the approval of the Acquisition by Shareholders;

• the required German competition law approval for Completion having been obtained;

• the Placing Agreement having become unconditional; (subject to a minimum £55 million of gross proceeds under the Placing)and

• the Admission of the Consideration Shares.

If the conditions described above have not been satisfied or waived (to the extent capable of waiver) by the Acquisition Long Stop Date, the Acquisition Agreement may be terminated. There is no guarantee that the conditions to Completion of the Acquisition will be satisfied or waived, in which case the Acquisition will not be completed.

Risks Relating to RPC and the Enlarged Group

The Enlarged Group is dependent on UK and global economic conditions

Adverse developments in the macro-economic situation, such as the on-going UK and global economic slowdown, could adversely impact RPC's and the Enlarged Group's business and operating results. The global economy has recently been experiencing a period of significant turbulence and uncertainty. RPC's and the Enlarged Group's performance depend to a certain extent on a number of macro-economic factors outside their control which impact on consumer and commercial spending, including political, financial and economic conditions. Factors which impact on disposable consumer income and terms of trade include, among other things, gross domestic product growth, unemployment rates, consumer and business confidence, social and industrial unrest, the availability and cost of credit, interest rates, taxation, regulatory changes, oil and utility prices and terrorist attacks. Each of these factors could have an adverse effect on RPC's and the Enlarged Group's financial condition and future prospects.

The future and long-term impact that the European and global financial slowdown will have on the Group is difficult to predict. The recessionary conditions in certain of RPC's and ACE's geographical markets have led to a deterioration in consumer confidence and commercial spending which could in the future reduce the level of demand for, and supply of, RPC's and the Enlarged Group's products. In particular, there can be no assurance as to levels of future economic growth, which is an important factor affecting the demand for certain of RPC's and ACE's products. Since the markets for rigid plastic packaging products in many industrialised countries are generally mature, there is a degree of correlation between economic growth and demand for packaging products, especially with respect to customers outside the food sector. Accordingly, the demand for certain of RPC's and the Enlarged Group's products is likely to be adversely affected by a period of slow economic growth, which could have a material adverse effect on the profitability of RPC's and the Enlarged Group's businesses.

In addition, due to the continued impact of the recessionary economic environment in both the UK and globally (especially in the UK and the Eurozone, where 86% of RPC's sales originate), there is an increased risk that third parties may face financial difficulties, become insolvent and/or cease trading which may result in disruption to the provision of products or services by them to RPC and the Enlarged Group. Further, the slowdown has severely impacted the availability of credit and the terms on which credit is available which may have the same effect. If there is any interruption to the products or services provided by third parties, the business of RPC and the Enlarged Group may be adversely affected and RPC and the Enlarged Group may be unable to find adequate replacement products or services acceptable to RPC and the Enlarged Group or its customers on a timely basis, or at all. This could result in a loss of customers, which may have an adverse effect on RPC's and the Enlarged Group's financial condition and future prospects.

RPC's and the Enlarged Group's financial performance may be adversely affected by cyclical patterns in the plastic packaging industry

The cyclical nature of the plastic packaging industry may result in over-capacity and consequently threaten RPC's and the Enlarged Group's pricing structure. Historically, there have been periods of excess supply that have led to volatility in the pricing of plastic packaging products, as well as in the prices and availability of raw materials. Additional new capacity has often been an essential reason for such fluctuations in price. Hence, the industry has experienced periods of excessive supply and there is no certainty that this will not occur in the future. In the absence of sufficient economic growth, periods of local excess supply may lead to a decrease in market prices.

The price volatility of some of the raw materials purchased by RPC and the Enlarged Group could have a material adverse effect on RPC and the Enlarged Group and their ability to reflect raw material price movements in RPC's and the Enlarged Group's selling prices

RPC's and ACE's profits are impacted by the price of the raw materials that they purchase, particularly polypropylene, high density polyethylene and polystyrene. The prices of these raw materials are volatile, and they are influenced ultimately by oil prices and the balance of supply and demand for each polymer. RPC has, and the Enlarged Group will usually have, the ability to pass on higher input prices to its customers, but this ability is, to some extent, dependent upon market conditions and in any event may tend to lag behind the price input movements. There may be periods of time in which RPC and the Enlarged Group are not able to recover fully increases in the cost of raw materials due to weakness in demand for their products or the actions of their competitors. During periods in which prices of raw materials fall, RPC and the Enlarged Group may face demands from their customers to reduce its prices or experience falls in demand for their products while customers delay orders in anticipation of price reductions.

All of these factors could have a material adverse effect on RPC's and the Enlarged Group's business, financial condition, prospects and results of operations.

The failure of RPC's and the Enlarged Group's suppliers could have a material adverse effect on RPC and the Enlarged Group

Some polymer suppliers to RPC and ACE have in the past been seriously affected by plant breakdowns and maintenance, resulting in shortages. More recently, the global economic downturn has impacted on the financial stability of some of the key polymer suppliers. Although RPC has reduced its dependence on one or two suppliers, and the Directors expect this shift towards a wider supplier base to continue as new suppliers come on stream in areas such as the Middle East, Brazil, China and India, any significant breakdown in the supply of polymer to RPC and the Enlarged Group could have a material adverse effect on RPC's and the Enlarged Group's business, financial condition, prospects and results of operations.

Increases in energy costs could have a material adverse effect on RPC and the Enlarged Group

The conversion process in the manufacture of rigid plastic packaging is to 'melt' polymer, form it into a desired shape and then cool it, which entails the use of substantial amounts of electricity. Although both RPC and ACE have implemented certain measures with a view to reducing the impact of higher and fluctuating electricity prices, including purchasing a proportion of expected electricity demand at fixed rates, and a drive to make efficiency improvements, any significant increases in electricity prices and/or the failure of RPC's and the Enlarged Group's measures to limit their impact could have a material adverse effect on RPC's and the Enlarged Group's business, financial condition, prospects and results of operations.

The loss of RPC's or the Enlarged Group's key customers could have a material adverse effect on RPC and the Enlarged Group

In the financial year ended 31 March 2013, the top 10 customers of RPC accounted for approximately 28% of its revenue. The top 10 customers for ACE account for approximately 55% of its revenue. Both RPC and ACE have long standing relationships with their key customers, who typically buy a diversified range of products across multiple end markets and business lines. Any significant deterioration in RPC's or the Enlarged Group's relationship with its key customers, whether as a result of inability to agree terms on renewal of the relevant contract, a change of management in any customer, gains made by RPC's or the Enlarged Group's competitors or otherwise, could have a material adverse effect on RPC's and the Enlarged Group's business, financial condition, prospects and results of operations.

The occurrence of major operational problems could have a material adverse effect on RPC and the Enlarged Group

The revenues of RPC and the Enlarged Group will be dependent on the continued operations of its various manufacturing facilities (as well as those of the Enlarged Group's subcontractors). Operational risks include fire or other natural disasters, equipment failure (including any failure of RPC's and the Enlarged Group's information technology systems), failure to comply with applicable regulations and standards, raw material supply disruptions, labour force shortages or work stoppages, and events impeding, or increasing the cost of, transporting RPC's and ACE's products.

While the manufacturing of certain products can be transferred to other sites within the Enlarged Group, any disruption of the manufacturing processes could result in delivery delays, interrupt the production or even lead to a full cessation of production. If production is interrupted, customers may decide to purchase products from other suppliers. The resulting loss of revenue and the impact on RPC's and the Enlarged Group's relationships with its customers could be significant.

RPC and the Enlarged Group have a potential exposure to product liability claims arising from the manufacture of faulty products

Although RPC and ACE review their quality control procedures regularly, they have a potential exposure to product liability claims arising from the manufacture of faulty products. RPC has, and the Enlarged Group will have, insurance coverage which it believes to be appropriate for the size and nature of its businesses. However, it is possible that a claim could arise and fall outside the insurance cover and could have a material adverse effect on RPC's and the Enlarged Group's business, financial condition or results of operations. It is also possible that claims of this nature could cause reputational damage to RPC and the Enlarged Group, which in turn could have a material adverse effect on RPC's and the Enlarged Group's business, financial condition, results of operations and prospects.

The structuring and pricing of intra-group transactions may result in potential tax risk for RPC and the Enlarged Group

RPC's policy is, and the Enlarged Group's policy will be, to structure and price arrangements or transactions between members of their respective groups, such as the intra-group provision of services, on an arm's length basis. However, if the tax authorities in the relevant jurisdictions do not regard these arrangements or transactions as being made at arm's length, the amount of tax payable by the relevant member of the Enlarged Group may increase materially.

Violations of environmental, health and safety and other laws, regulations and standards could restrict RPC's and the Enlarged Group's operations, expose it to liability, increase its costs and have a material adverse effect on its results, cash flow and/or financial condition

RPC and ACE are both subject to a broad range of laws, regulations and standards in each of the jurisdictions where they operate, relating to pollution, the health and safety of employees, protection of the public, protection of the environment and the storage and handling of hazardous substances and waste materials. These regulations and standards are becoming increasingly stringent. It is the policy of both RPC and ACE to require that all of its subsidiaries comply with relevant laws, regulations and standards. However, violations (by RPC, ACE or any third parties) of applicable laws, regulations and standards, in particular, provisions of environmental and health and safety laws, could result in restrictions on the operations of RPC's and the Enlarged Group's facilities, damages, fines or other sanctions, increased costs of compliance as well as reputational damage.

RPC operates, and the Enlarged Group will operate, in various international markets which may have inherent risks relating to enforcement, cultural differences, and possibly also security, fraud, bribery and corruption

RPC operates principally in the UK and Western Europe, with operations in North America, Central and Eastern Europe and Asia. ACE operates principally in China.

Operating in international markets brings with it inherent risks associated with enforcement of obligations, cultural differences, and possibly also security of staff or property, fraud, bribery and corruption, which may have an adverse effect on RPC and the Enlarged Group.

The success of RPC depends, and the success of the Enlarged Group will depend, upon their ability to recruit and retain senior management and other key employees

The success of RPC depends, and the success of the Enlarged Group will depend, on the efforts, abilities, experience and expertise of their senior management teams, and on recruiting, retaining, motivating, effectively communicating with and developing highly skilled and competent people at all levels of their organisations. This includes retaining key ACE senior management following the Acquisition. There can be strong competition for personnel from other companies and organisations and there may at any time be shortages in the availability of appropriately skilled people at all levels within RPC and the Enlarged Group. While RPC has employment or service contracts with its key executives and technical personnel, and has in place schemes which provide for share grants (or equivalent cash-based awards) to incentivise key executives and technical personnel, it cannot guarantee the retention of such key executives and technical personnel. The failure to retain and/or recruit additional or substitute senior managers and/or other key employees of RPC and the Enlarged Group could have a material adverse effect on their business.

In addition, while RPC has in place succession planning measures aimed at ensuring the development of its employees to provide successors, over time, for its existing Executive Directors and senior managers, there can be no assurance that these measures will be successful or that RPC or the Enlarged Group will be able to attract, develop or retain executives of the right calibre. The departure of any of RPC's executive directors or certain other senior employees of RPC or the Enlarged Group could, in the short term, have a material adverse effect on RPC's and the Enlarged Group's future prospects, financial condition or results of operations.

The success of the Enlarged Group will, amongst other things, also depend upon the successful retention and integration of ACE's senior management following the Acquisition.  Jack Yeung Chung Kit, Nelson Fu Hon Hon and Horton Zhang Xiao Bing, (the "ACE Executive Directors") have signed an agreement agreed to stay on post with the Enlarged Group after Completion and shall at Completion enter into customary service agreements. Pursuant to their new proposed service agreements, they will be eligible for a target bonus of 50% of their annual salary. 50% of this bonus is based on the Enlarged Group's performance above the consolidated adjusted operating profit threshold and is reduced by any failure to meet consolidated free cash flow targets and/or ROCE targets. 50% of this bonus is based on ACE's performance against EBITDA targets and is reduced by any failure to meet free cash flow targets or RONOA targets. Should any of the ACE Executive Directors, who are earn-out condition recipients, leave ACE on a voluntary basis any earn-out payments received will need to be repaid to RPC and no further earn-out payments will be due in respect of the relevant earn-out consideration. There is a risk that the ACE Executive Directors may decide to leave following the Acquisition, which could have a material adverse effect on RPC's and the Enlarged Group's future prospects, financial condition or results of operations.

RPC is, and the Enlarged Group will be, exposed to counterparty credit risks

While RPC regularly reviews, and the Enlarged Group will review, the financial solvency of potential commercial and financial counterparties, it is possible that certain customers, subcontractors, suppliers, or financial institutions such as banks and insurance providers, may become insolvent or elect to default under their contracts. If a counterparty were to default on a payment obligation to RPC and the Enlarged Group, they may be unable to collect the amounts owed, in which case some or all of such amounts would need to be written off. Furthermore, if a counterparty, such as a supplier or financial institution, becomes insolvent or is otherwise unable to meet its obligations in connection with a particular project, RPC and the Enlarged Group will need to find a replacement to carry out that party's obligations, which may (but will not always) increase the costs to RPC and the Enlarged Group. A default by a financial counterparty in respect of contracts, such as bank facilities, interest rate swaps and other financial derivatives used to hedge interest rate and currency risk, could also impose costs on RPC and the Enlarged Group associated with replacing such facilities, swaps or financial derivatives, and additional costs associated with any related loss of liquidity or exposure to unhedged interest rate and currency risk could be incurred. Accordingly, any significant defaults or performance delays on the part of commercial and financial counterparties could increase costs or liabilities for RPC and the Enlarged Group, which would adversely impact its profitability and financial condition.

Pension deficit liabilities could unexpectedly increase which may have an adverse impact on the balance sheet and profit and loss of the Enlarged Group

RPC is required to contribute to five UK defined benefit pension schemes, all of which are closed to new members and three of which are also closed to future service accrual. Defined benefit contributions are determined in consultation with the trustees, after taking actuarial advice.

These defined benefit pension schemes have significant actuarial (ongoing funding) and accounting (IAS 19) deficits. The estimated total of the ongoing funding deficits for the RPC UK defined benefit pension schemes was £58.6 million according to the last triennial valuation or annual funding update produced by each scheme's actuary. The nature of these pension arrangements means that RPC is, and the Enlarged Group will be, exposed to volatile cash, balance sheet and profit and loss impacts. In particular, the funding level of the schemes for both cash and accounting purposes is sensitive to changes in a wide range of actual or assumed factors, which are beyond RPC's control, including primarily investment returns, discount rates for valuing liabilities (driven by returns on bonds), life expectancy, inflation and salary growth. As a result it is not possible to predict accurately the future funding level or employer cash contribution obligations and accounting charges with any degree of certainty. Assets and investments held by RPC's pension funds may not grow to anticipated levels in the expected time periods. In the case of losses in respect of pension fund investments, RPC and the Enlarged Group may be required to make additional amounts available to make up any prospective pension deficits.

The integration of ACE may give rise to challenges for RPC and the Enlarged Group could suffer financial consequences while management is working on the integration process

The Enlarged Group's success may in part depend upon RPC's ability to integrate ACE and any other businesses that it may acquire in the future, without disruption to the existing business.

The management team will be required to commit time towards achieving the integration of the RPC and ACE businesses, and this may affect or impair its ability to run the business of the Enlarged Group effectively. Integration may prove more difficult than currently anticipated by the Directors, or take longer than expected, thereby posing a risk to the Enlarged Group's profitability and the costs to achieve this integration may also be greater than expected, any of which could have a material adverse effect on the Enlarged Group's business, financial condition and/or results of operations.

The markets in which RPC and the Enlarged Group operate are mature and competitive

Due to price pressure, RPC and the Enlarged Group may experience substantial fluctuations in future operating results. If RPC and the Enlarged Group is unable to offset any reductions in average selling prices by increases in volumes and/or by decreases in operating expenses, the Enlarged Group's turnover and profitability may be affected negatively.

Furthermore, competition could be intensified due to a major development or breakthrough in packaging technology or materials which would create a substitute for one or more of the Enlarged Group's key product lines, due to companies developing new cost structures or due to competitors establishing co-operative relationships or alliances among themselves or with third parties to increase the competitiveness of their products. Accordingly, in such events, RPC's and the Enlarged Group's sales, margins and/or market shares may decrease. These and other competitive pressures may prevent RPC and the Enlarged Group from competing successfully against current or future competitors. Such competitive pressures could have a significant impact on RPC's and the Enlarged Group's business, financial condition, results of operations and prospects.

The standardised nature of certain of the Enlarged Group's products may result in downward pressure on pricing and, as a consequence, lower earnings

Certain of the plastic packaging products manufactured by RPC and ACE cannot be substantially differentiated by producer, and this standardisation may lead to intensified price competition. This could in turn lead to a reduction in RPC's and the Enlarged Group's market share as well as lower product prices, both of which could reduce earnings and have a material adverse effect on RPC and the Enlarged Group. RPC's and ACE's businesses have in the past faced downward pricing pressure, including as a result of standardisation with respect to some of their products, in certain of the markets in which it operates. In circumstances where RPC or the Enlarged Group is unable to adjust its cost base or achieve economies of scale comparable to its competition in these markets, pricing pressure could have a material adverse effect on the Group's margins and the profitability of the relevant business and its market share.

The sectors where RPC and ACE are active may experience periodic technological change and ongoing product improvements

Manufacturers operating in RPC's and ACE's sector may introduce new generations of products or new products. RPC's and the Enlarged Group's future success depends on its ability to maintain advanced technological capability and to develop or acquire new technologies in order to offer a competitive mix of products. If RPC and the Enlarged Group fail to meet customer needs through product improvement and/or to keep pace with the evolving technological innovations in the market for their products, their sales, profitability and cash flow may be negatively affected. Such failure to keep pace with technological change and/or product improvement may have a significant impact on RPC's and the Enlarged Group's business, financial condition, results of operations and prospects.

Any future acquisitions could consume significant resources and management attention, and may not meet expectations

RPC regularly evaluates acquisition opportunities and it could decide in the future to acquire or make significant investments in the UK or elsewhere or this may be required to fulfil the Enlarged Group's strategy. There can be no assurance that RPC will be effective in identifying or making acquisitions, or that any additional equity or debt financing which may be required to make acquisitions will be available on favourable terms or at all, and there can be no assurance that any such acquisition made by the Group will be successful. The success of any future acquisition will depend on senior management's ability to identify, negotiate and complete such acquisitions and integrate the businesses. Failure to manage and successfully integrate acquired businesses could harm RPC's and the Enlarged Group's business. Acquisitions involve numerous risks, including difficulties in integrating the systems, operations and staff of the acquired businesses; the diversion of management's attention away from the normal daily operations of the business; insufficient additional revenue to offset increased expenses associated with acquisitions and the potential loss of key employees of the acquired businesses. In addition, the complementary businesses, products and services acquired by the Enlarged Group may fail to meet performance expectations: the anticipated benefit of such acquisitions may not be achieved; the possibility exists that RPC could pay more than the acquired companies or assets are worth; unexpected liabilities may arise out of the acquired businesses; and the markets in which acquired businesses operate may adversely change and could result in RPC deciding to withdraw from such markets. The occurrence of one or more of the foregoing factors could damage the success of any acquisition and have a material adverse effect on the Enlarged Group's business, operating profit or overall financial condition.

RPC and the Enlarged Group could be adversely affected by the consolidation of its customers

A number of the industries in which RPC's and ACE's customers operate have experienced consolidation in the past and may continue to do so in the future. Such consolidation may affect RPC's and the Enlarged Group's relations with its customers. In the past, when one customer of the Group has combined with another business, the Group has on occasion either lost business or been required to take certain steps, such as agreeing to lower pricing, in order to retain the customer's business, and there can be no assurance that this will not recur. Additionally, customers' ability to exert pricing pressure on all suppliers, including RPC and ACE, has increased as their industries have consolidated and these customers have become larger. Any of these circumstances could have an adverse impact on RPC's and the Enlarged Group's results or operations and, in particular, stronger customer buying power can cause downward pricing pressure which consequently may have an adverse effect on revenue.

Changes in tax legislation could adversely affect the Enlarged Group's profitability

The policy of RPC has been, and the policy of the Enlarged Group will be, to organise its affairs with a view to managing and mitigating its exposure to taxation in the various countries in which it operates. RPC is, and the Enlarged Group will continue to be, susceptible to possible changes of law or to possible challenges from tax authorities under existing law, which may result in a material adverse effect on the amount of tax payable by RPC and the Enlarged Group as regards past and future periods.

RPC's and the Enlarged Group's results may be impacted by foreign currency exchange rate fluctuations

RPC's reporting currency is, and the Enlarged Group's reporting currency will be, Pound Sterling and RPC is, and the Enlarged Group will be, principally impacted by movements in the rate of exchange of Pound Sterling to the euro. To a lesser extent, the Enlarged Group will be impacted by movements in the rate of exchange of Pound Sterling to Chinese Yuan. RPC's and the Enlarged Group's foreign exchange risk will arise in three areas:

• RPC is and the Enlarged Group will be exposed to changes in the value of its non-UK assets and liabilities, which are denominated in currencies other than Pound Sterling. Where practicable, RPC seeks, and the Enlarged Group will seek, to balance their borrowings in euros against their net assets in euros.

• RPC and ACE are exposed to changes in exchange rate movements from the time they enter into transactions in a currency other than the relevant reporting currency until the settlement of that transaction. Although RPC might seek as will the Enlarged Group, to manage significant transactional exposures using approved financial derivatives (principally forward exchange contracts), there can be no guarantee that such measures will be effective.

• RPC is, and the Enlarged Group will be, also exposed to foreign exchange rate movements when translating the results of its non-UK subsidiaries into Pound Sterling. In particular, ACE's profitability may decrease should the Chinese Yuan appreciate against the US Dollar and/or the euro. All of ACE's manufacturing facilities are located in mainland China and as a result approximately 60% of ACE's cost base in 2013 was denominated in Chinese Yuan. ACE's revenues, however, are primarily with overseas customers and in 2013 were approximately 77% US Dollar denominated and approximately 11% euro denominated. Appreciation in the Chinese Yuan against the US Dollar and/or the euro may give rise to a higher cost base when translated into the US Dollar and/or the euro. As a result, RPC and the Enlarged Group will be subject to fluctuations in its profits as a result of foreign exchange movements.

Foreign exchange regulations in China may affect ACE's ability to pay dividends in foreign currencies or conduct other foreign exchange business

A portion of ACE's revenues are settled in Chinese Yuan. The Chinese government strictly regulates the remittance of Chinese Yuan outside China and conversion of Chinese Yuan into foreign currencies. In particular foreign-owned enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. These restrictions and any future restrictions on currency exchanges or remittances may limit ACE's ability to use revenue generated in Chinese Yuan to fund any future business activities of the Enlarged Group outside China or to make dividend or other payments to RPC. In addition, conversion of Chinese Yuan for capital account items, including certain direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on remittances or on the convertibility of Chinese Yuan.

The Enlarged Group's borrowings could adversely affect its business

The borrowings from time to time of RPC and the Enlarged Group under its facilities agreements, and the terms thereof, may have adverse consequences for RPC and the Enlarged Group, including:

• as a consequence of the covenants to which the Group is subject under its debt agreements, limiting the Enlarged Group's flexibility in planning for, or reacting to, changes in its business and industry;

• placing the Enlarged Group at a competitive disadvantage compared to its competitors with less indebtedness; and

• limiting the Company's ability to pay dividends.

If any of these circumstances arise in the future, this could have an adverse effect on RPC's and the Enlarged Group's business, financial condition and results of operations.

RPC and the Enlarged Group are exposed to interest rate fluctuations

RPC has and the Enlarged Group will have borrowings that are subject to variable interest rates and may therefore be exposed to movements in interest rates. In addition, interest rate fluctuations will affect the return on RPC's and the Enlarged Group's cash investments. Movements in interest rates could have a material adverse effect on any unhedged borrowing exposure or on the returns generated by RPC's and the Enlarged Group's investments, either of which could adversely affect RPC's and the Enlarged Group's business, operating profit or overall financial condition.

The Enlarged Group's hedging may not be fully effective

The Enlarged Group may from time to time use foreign exchange and interest rate based hedging instruments to manage certain foreign exchange and interest rate exposures on its transactions and borrowings. There can be no assurance that any hedging arrangements will be effective or that all of the Enlarged Group's foreign exchange and interest rate exposure can or will be hedged. Any hedging instrument will expose the Enlarged Group to the risk that the counterparty will be unable to meet its obligations. Furthermore, such hedging instruments may result in the Enlarged Group paying higher foreign exchange and interest rates than the prevailing variable rates in effect from time to time.

Uninsured losses or losses in excess of the Enlarged Group's insurance coverage for various corporate risks could adversely affect the Enlarged Group

The Enlarged Group maintains business insurance cover which the directors consider appropriate for its business and activities. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to natural disasters, riots, acts of war or terrorism. In addition, even if a loss is insured, the Enlarged Group may be required to pay a significant deductible on any claim for recovery of such loss prior to the insurer being obliged to reimburse the Enlarged Group for the loss, or the amount of the loss may exceed the Group's coverage for the loss. The Enlarged Group's business, financial condition, results of operations and prospects may be adversely affected by any uninsured losses.

Failure to maintain good employee relations may affect RPC's and the Enlarged Group's operations and the success of its business

While the Directors believe that relations between RPC and ACE and their respective employees and their representative unions are currently satisfactory, there can be no assurance that future developments in relation to RPC's and the Enlarged Group's businesses would not affect such relationships. Any sustained labour dispute leading to a substantial interruption to the overall business of RPC or the Enlarged Group could have a material adverse effect on RPC's and the Enlarged Group's operating results or financial condition.

Although the relationship between RPC and ACE on the one hand and unions representing their employees on the other, both locally and nationally, is regarded by the Directors as good, RPC and ACE have been and may in the future be affected by strikes imposed by unions at a national level. Any such strikes could have a significant impact on the financial position of RPC and the Enlarged Group.

RPC and the Enlarged Group may be involved in litigation

In the ordinary course of business, the Enlarged Group may, from time to time, in the future be involved in legal actions in connection with the activities it carries out.

In addition to being a defendant, RPC and the Enlarged Group may also act as a claimant or counterclaimant in certain actions, for example in seeking the recovery of monies owed, and there can be no assurance that any such claim brought by RPC and the Enlarged Group would result in RPC and the Enlarged Group recovering all or any of the monies claimed. Any litigation could have adverse financial consequences for RPC and the Enlarged Group, and RPC and the Enlarged Group may not have adequately reserved for the potential losses associated with litigation payments. Litigation also involves a diversion of management's time from the day-to-day running of the business. Any negative outcome of litigation in which RPC and the Enlarged Group may be involved might also adversely affect RPC's and the Enlarged Group's reputation, which could have a material adverse effect upon its financial condition and results of operations.

Risks Related to the Acquisition

Benefits in relation to the Acquisition set out in this Announcement may not be achieved

There is a risk that the benefits of the Acquisition identified in the Acquisition Announcement fail to materialise, that they are materially lower than have been estimated, take longer or cost more to achieve, or that the Enlarged Group will fail to perform as expected. If RPC and the Enlarged Group are unable to realise expected benefits or these benefits take longer to achieve, this could have a significant impact on the profitability of the Enlarged Group going forward.

RPC may have limited recourse under the Acquisition Agreement

Under the terms of the Acquisition Agreement, the ACE Sellers have given a limited number of warranties in relation to ACE and its business. The warranties do not provide RPC with full protection in relation to all risks related to ACE's business, and any claims under the warranties are limited in time and amount. If after Completion of the Acquisition the affairs of ACE reveal themselves to be less favourable than appeared during the Company's due diligence, the Company may not have recourse against the ACE Sellers in respect of any loss suffered.

RPC will have foreign exchange risk related to the purchase price for the Acquisition

There could be a period of several weeks between the Admission of Placing Shares and RPC's obligation to acquire the shares in ACE for payment in US Dollars becoming unconditional. During this time, RPC will be exposed to the risk of a significant appreciation in the US Dollar against the Pound Sterling. Although RPC is considering measures to manage this foreign exchange exposure, there is no guarantee that such measures will be effective or implemented at all.

If goodwill or other intangible assets that the Group records in connection with the Acquisition become impaired, the Group and the Enlarged Group could have to take significant charges against earnings

In connection with the accounting for the Acquisition, the Group is expected to record an amount of goodwill and other intangible assets. Under IFRS, the Group must assess, at least annually and potentially more frequently, whether the value of goodwill and other intangible assets have been impaired. Any reduction or impairment of the value of goodwill or other intangible assets will result in a charge against earnings, which could materially adversely affect the Group and the Enlarged Group's results of operations and shareholders' equity in future periods.

Risks Relating to the Placing and the Ordinary Shares

The Placing is not conditional upon completion of the Acquisition

It is possible that, following the Admission of Placing Shares, the Acquisition could cease to be capable of Completion; in particular, if any of the conditions precedent to Completion are not satisfied in accordance with the Acquisition Agreement. In this case, as the Placing is not conditional upon Completion, the Placing will still complete (subject to Admission of Placing Shares) and funds would be raised by the Company. In the unlikely event that the Placing completes but Completion does not take place, the Directors' current intention is that the net proceeds of the Placing would be retained by the Company for general corporate purposes and (where possible) acquisitions that fulfil RPC's strategic objectives.

The Company's share price may fluctuate

The market price of the Placing Shares and/or the Ordinary Shares could be subject to significant fluctuations due to changes in sentiment in the market. Such risks depend on the market's perception of the likelihood of completion of the Acquisition, and/or in response to various facts and events, including variations in RPC's operating results and business developments of RPC and/or its competitors and the Placing. Stock markets have, from time to time, and particularly during certain periods over the past 24 months, experienced significant price and volume fluctuations that have affected the market prices for securities. Such fluctuations may affect RPC's share price even though they may be unrelated to RPC's operating results and prospects from time to time. Any of these events could result in a decline in the market price of the Ordinary Shares.

The Ordinary Shares may be subject to market price and trading volume volatility and the market price of the Ordinary Shares may decline disproportionately in response to adverse developments that are unrelated to the Group's operating performance

The market price of the Ordinary Shares may be volatile and subject to wide fluctuations. The market price of the Ordinary Shares may fluctuate as a result of a variety of factors, including, but not limited to, those referred to in this Announcement, as well as period-to-period variations in operating results or changes in turnover or profit estimates by the Group, industry participants or financial analysts. The price could also be adversely affected by developments unrelated to the Group's operating performance such as the operating and share price performance of other companies that investors may consider comparable to the Group; speculation about the Group in the press or the investment community; strategic actions by competitors, such as acquisitions and restructurings; changes in market conditions and regulatory changes.

Furthermore, the trading market for the Ordinary Shares will be influenced by the research and reports that industry or securities analysts publish about the Group or its business. If analysts who cover the Group's industry downgrade the Ordinary Shares in their report, the market price of the Ordinary Shares may decline. If one or more of these analysts were to stop covering the Company or fail to publish reports regularly on the Company, the Company could lose visibility in the financial markets. This could cause a decline in the market price of the Ordinary Shares or trading volume.

Future issues of Ordinary Shares may dilute the holdings of Shareholders and may depress the price of the Ordinary Shares

Other than in connection with Admission of Placing Shares, Admission of Consideration Shares or pursuant to employee share plans or other similar incentive arrangements, the Company has no current arrangements for an offering of Ordinary Shares. It is possible that the Company may decide to offer additional Ordinary Shares in the future (for example to finance corporate acquisitions). Future sales or the availability for sale of substantial amounts of the Ordinary Shares in the public market could dilute the holdings of Shareholders, adversely affect the prevailing market price of the Ordinary Shares and could impair the Group's ability to raise capital through future sales of equity securities.

Substantial future sales of Ordinary Shares could impact on the market price of Ordinary Shares

The Group cannot predict what effect, if any, future sales of Ordinary Shares, or the availability of Ordinary Shares for future sale, will have on the market price of Ordinary Shares. Sales of substantial amounts of Ordinary Shares in the public market following the Placing and completion of the Acquisition, or the perception or any announcement that such sales could occur, could adversely affect the market price of Ordinary Shares and may make it more difficult for investors to sell their Ordinary Shares at a time and price which they deem appropriate.

RPC's ability to pay dividends on the Ordinary Shares is not guaranteed

While the Company has historically paid dividends to Shareholders, its ability to do so is a function of the profitability of the Group, its available cash resources and the extent to which, as a matter of law, the Company has available to it sufficient distributable reserves out of which any proposed dividend may be paid. While the Group can give no assurances to Shareholders that it will be able to pay a dividend going forward, the Board recognises the importance of dividends to Shareholders.

Exchange rate fluctuations may impact the price of Ordinary Shares or the value of any dividends paid

The Ordinary Shares, and any dividends to be announced in respect of such shares, will be quoted in Pound Sterling. An investment in Ordinary Shares by an investor in a jurisdiction whose principal currency is not Pound Sterling exposes such investor to foreign currency rate risk. Any depreciation of the Pound Sterling in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares in foreign currency terms and may adversely impact the value of any dividends.

Holders of Ordinary Shares outside the UK may not be able to participate in future equity offerings

English law provides for pre-emptive rights generally to be granted to the Shareholders, unless such rights are disapplied by shareholder resolution. However, Shareholders outside the UK may not be entitled to exercise these rights. US holders of shares are customarily excluded from exercising any such pre-emption rights they may have unless a registration statement under the Securities Act is effective with respect to those rights, or an exemption from the registration requirements or similar requirements in other jurisdictions thereunder is available. The Group has no current intention to file any such registration statement, and cannot assure prospective investors that any exemption from the registration requirements would be available to enable US or other overseas holders to exercise such pre-emption rights or, if available, that it will utilise any such exemption.