Ultra Electronics : 31/01/2018 HSR approval process update

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Please read this notice carefully - it applies to all persons who view this webpage.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY ULTRA ELECTRONICS HOLDINGS PLC (THE 'COMPANY') AND FOR INFORMATION PURPOSES ONLY.

THE MATERIALS CONTAINED ON THIS WEBPAGE ARE RESTRICTED AND ARE NOT DIRECTED AT OR TO BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED TO, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, PERSONS RESIDENT OR PHYSICALLY LOCATED IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE 'UNITED STATES'), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEVANT ACTION WOULD BE UNLAWFUL ('RESTRICTED JURISDICTION').

Basis of access

The materials contained on this webpage contain information in respect of the proposed placing of the Company (the 'Placing'). The materials do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any securities of the Company (the 'Securities') in any jurisdiction where such offer or solicitation is unlawful.

Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access this webpage.

The information contained on this webpage speaks only at the specified date of the relevant document or announcement reproduced on this webpage, and neither the Company nor any of its affiliated companies has, or accepts, any responsibility or duty to update or revise any such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on this webpage at any time in whole or in part at its sole discretion.

Overseas persons

Viewing this information may be unlawful if you are resided or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or physically located outside the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

The Company has not registered, and will not register, the Securities under the United States Securities Act of 1933, as amended (the 'US Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities cannot be offered or sold, delivered or otherwise transferred in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with all applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. The materials contained on this webpage do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any Securities in the United States or in any jurisdiction where such offer or solicitation would be unlawful.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.

If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this webpage by clicking on the 'Decline' button at the bottom of this page.

Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Securities. Further, it does not constitute a recommendation by the Company or any other party to sell or buy Securities.

By choosing the 'Accept' option, you represent that you have read and understood this notice and are able to give the confirmation and representations set out under the 'Confirmation of understanding and acceptance of disclaimer' heading below, including the representation that you are not resident or physically located in a Restricted Jurisdiction, and that the Company is lawfully entitled to make the content of any communication or document in relation to the Placing available to you under applicable securities laws. If you are not permitted to view the information on this webpage, or viewing the information would result in a breach of the above, or if you are unable to give any of the confirmations or representations, please exit this webpage and do not view the content of any communication or document in relation to the Placing.

Copies of the contents of the following pages (including documents posted thereon) must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction. The Company and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance of disclaimer

1. I certify that I have read and understand and agree to comply with all of the restrictions set forth above.
2. I certify that I am resident and physically present outside a Restricted Jurisdiction, and I am not acting on behalf of someone who is resident or physically present in any Restricted Jurisdiction.
3. I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any information contained in this webpage (either in whole or in part) to any person in any Restricted Jurisdiction.
4. represent and warrant to the Company that I intend to access the webpage for information purposes only, that I have read and understood this notice and that I understand it may affect my rights or responsibilities.
5. I agree to be bound by the terms of this notice.

Acceptance of disclaimer

By clicking on the 'Accept' option at the bottom of this page, you hereby acknowledge that you have read and understood the notice set out above, that you are able to give the confirmation and representations set out under the 'Confirmation of understanding and acceptance of disclaimer' heading above, that you are permitted to proceed to the webpage and agree to be bound by its terms.

By clicking on the 'Decline' button at the bottom of this page, you will not be able to proceed to the webpage.

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