LNDOCS01/932861.25F 1

DATED 26 October 2015

APPLE BIDCO LIMITED

FAIRFAX FINANCIAL HOLDINGS LIMITED

ACON EQUITY MANAGEMENT, LLC

ACON POWER INVESTORS, L.P.

ALBRIGHT CAPITAL MANAGEMENT LLC

ACM EMERGING MARKETS MASTER FUND I, L.P.

AND

ACM ENERGY HOLDINGS I LTD.

JOINT BIDDING AGREEMENT

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THIS AGREEMENT is dated 26 October 2015

PARTIES

(1) APPLE BIDCO LIMITED, a private company limited by shares incorporated in England and Wales, with its address at 161-163 Preston Road, Brighton, East Sussex BN1 6AU, England ("Bidco");

(2) FAIRFAX FINANCIAL HOLDINGS LIMITED, with its address at 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7 ("Fairfax");

(3) ACON EQUITY MANAGEMENT, LLC, a limited liability corporation with its address at 1133 Connecticut Ave NW, Washington, DC 20036 and ACON POWER INVESTORS, L.P. a limited partnership with its address at 66 Wellington Street West, Suite 5300, Toronto, Ontario, M5K 1EC, Canada (together "ACON"); and

(4) ALBRIGHT CAPITAL MANAGEMENT LLC, a Delaware limited liability company with its address at 601 Thirteenth Street, NW, Washington, DC 20005, ACM EMERGING MARKETS MASTER FUND I, L.P. a Cayman Islands limited partnership with its address at 190 Elgin Avenue George Town, Grand Cayman KY1-9005 and ACM ENERGY HOLDINGS I LTD a Cayman Islands limited company with its address at 190 Elgin Avenue George Town, Grand Cayman KY1-9005 (together "ACM").

BACKGROUND

This agreement (this "Agreement") confirms and sets forth, among other things, the terms and conditions of an agreement between the Parties in connection with their proposed implementation of a joint bid (the "Joint Bid", the key terms of which will be contained in the Joint Bid Documentation) for the entire issued and to be issued share capital of the Target.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement the following words and expressions shall have the following meanings:

"2.7 Announcement" means the announcement to be made by Bidco of a firm intention to make a recommended cash offer for the Target in accordance with Rule 2.7 of the Code substantially on the terms of the draft announcement attached as Schedule 2;

"Abort Costs" means the costs, fees and expenses of (i) Ondra Partners (including its legal advisers) in connection with confirming that the resources available to Bidco are sufficient to satisfy full acceptance of the Joint Bid and (ii) Bank of Montreal in arranging a loan to ensure that the resources available to Bidco are sufficient to satisfy full acceptance of the Joint Bid;

"ACM Commitment" means the sum of USD 6,000,000;

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"ACM Funding Shortfall" means the difference (in USD) between (a) the sum of the ACM Commitment and the ACM Notified Co-Invest on the LP Funding Commitment Date and (b) the ACM Funding Threshold;

"ACM Funding Threshold" means the commitment by ACM of the sum of USD 79,800,000 to Bidco on the Funding Date to subscribe for Bidco Shares at the Bidco Subscription Price;

"ACM Notified Co-Invest" has the meaning given in Clause 5.2(b) (as adjusted under Clauses 5.3 and 5.4);

"ACON Commitment" means the sum of USD 75,000,000;

"ACON Funding Shortfall" means the difference (in USD) between (a) the sum of the ACON Commitment and the ACON Notified Co-Invest on the LP Funding Commitment Date and (b) the ACON Funding Threshold;

"ACON Funding Threshold" means the commitment by ACON of the sum of USD 171,500,000 to Bidco on the Funding Date to subscribe for Bidco Shares at the Bidco Subscription Price;

"ACON Notified Co-Invest" has the meaning given in Clause 5.2(a) (as adjusted under Clauses 5.3 and 5.4);

"Adjusted Funding Shortfall" has the meaning given in Clause 5.5(c);

"Affiliate" means any entity controlled by a person who has direct or indirect control (i) of the affairs of that entity, or (ii) over more than 50 per cent of the total voting rights conferred by all the issued shares in the capital of that entity which are ordinarily exercisable in a general meeting, or (iii) of a majority of the board of directors (or any analogous body) of that entity (in each case whether pursuant to relevant constitutional documents, contract or otherwise);

"Agreed Form" means, in relation to a document, such document in the terms agreed between the Parties and initialled for identification by the Parties' lawyers, with such alterations as may be agreed in writing between the Parties from time to time;

"Authorised Recipients" has the meaning given in Clause 13.3(c)(i);

"Bid Costs" means the costs, fees and expenses of Ondra Partners and of Bank of Montreal and the costs incurred in establishing Bidco;

"Bidco Shares" means ordinary shares of £0.10 each in the capital of Bidco;

"Bidco Subscription Price" means £1.75;

"Budget" has the meaning given in Clause 12.1;

"Business Day" means a day (other than Saturdays, Sundays and public holidays) on which banks are open for general banking business in the City of London, Toronto and New York;

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"Closing Date" means the date on which the Joint Bid becomes or is declared unconditional in all respects;

"Code" means the City Code on Takeovers and Mergers;

"Confidential Information" has the meaning given in Clause 13.3;

"Consortium Allocations" means, in respect of any cost, expense or liability to be allocated among Fairfax, ACON and ACM, that Fairfax, ACON and ACM shall assume 46.21%, 32.44% and 21.35%, respectively of such cost, expense or liability;

"Default" has the meaning given to it in the Credit Agreement dated 15 August, 2014, as amended as of 31 March 2015, entered into between, among others, the Target and APR Energy Holdings Limited, Bank of America, N.A. as Administrative Agent and other lenders;

"Defaulting Party" has the meaning given to it in Clause 11.2;

"Event of Default" means any event or circumstance specified as such in Clause 11.1;

"Existing Share" has the meaning given in Clause 10.8;

"Fairfax Additional Commitment" has the meaning given in Clause 5.4;

"Fairfax Co-Invest Period" has the meaning given in Clause 5.6;

"Fairfax Commitment" means the sum of USD 182,900,000;

"Funding Date" means 4 Business Days prior to the earliest Closing Date as set out in the 2.7 Announcement;

"Funding Shortfall" means an ACM Funding Shortfall and/or an ACON Funding Shortfall;

"Interested Parties" has the meaning given in Clause 2.4(d);

"Joint Bid" has the meaning given in the recitals;

"Joint Bid Documentation" means all and any documents required to implement the Joint Bid;

"Joint Bid Documents" means the following documents entered into on or about the date of this Agreement: (i) the Commitment Letter with, among others, the Bank of Montreal, (ii) the Co-Operation Agreement with the Parties and the Target, (iii) the Management Rollover Agreement with Management, (iv) the Rollover Agreements with Laurence Anderson and Lee Munro, (v) a Shareholder Agreement with the Parties, Management, Laurence Anderson and Lee Munro;

"LP Funding Commitment Date" means the date which is 14 calendar days prior to the earliest Closing Date as set out in the 2.7 Announcement;

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"Management" means JCLA Cayman Limited an entity which is controlled by members including John Campion, the Chairman of the Target, and Laurence Anderson, the Chief Executive Officer of the Target;

"Minority Co-Invest Period" has the meaning given in Clause 5.6(c);

"Offer Document" means any offer document published by Bidco in order to effect the Joint Bid by way of a contractual offer;

"Ondra Liability" has the meaning given in Clause 12.6;

"Ondra Partners" means Ondra Partners, the financial advisers to Bidco, Fairfax, ACON and ACM in relation to the Joint Bid;

"Notice" has the meaning given in Clause 16.1;

"Panel" means the Panel on Takeovers and Mergers;

"Parties" means Bidco, Fairfax, ACON and ACM;

"Preference Shares" means (i) PIK preference shares of £0.10 each in the capital of Bidco and/or (ii) 10% preference shares of £0.10 in the capital of Bidco in each case with rights attaching to them as set out in the SHA Term Sheet;

"Representative" has the meaning given in Clause 2.3;

"Rollover Date" means, following the Closing Date, the Business Day immediately following the day on which the Joint Bid is closed such that it is no longer capable of acceptance;

"Security Interest" means all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever;

"SHA Term Sheet" means the term sheet relating to the ownership and operation of Bidco by the Parties and Management following the Closing Date, in Agreed Form and attached hereto as Schedule 1;

"Steering Committee" has the meaning given in Clause 2.3;

"Target" means APR Energy plc;

"Target Share" means an ordinary share of 10 pence in the capital of Target;

"Target Securities" has the meaning given in Clause 8.1(a); and

"Third Party Investor" means any person who is not an Affiliate of a Party who intends to subscribe for Bidco Shares.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

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1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 References to Clauses and Sub-clause are to the clauses and sub-clauses of this agreement and references to Rules are to the relevant rule in the Code.

2. CONDUCT OF THE JOINT BID

2.1 The Parties shall procure the 2.7 Announcement is published in accordance with the Code before 5.00 p.m. on 27 October 2015, or at such later date as the Parties may agree.

2.2 The Parties will use their reasonable endeavours to negotiate and agree a shareholders' agreement in relation to the Parties’ governance, exit and other rights in respect of Bidco reflecting the agreed terms in the SHA Term Sheet and approve and adopt new articles of association of Bidco to reflect such agreed terms prior to publication of the Offer Document, subject only to such modifications, amendments and revisions to the terms of the Preference Shares to provide for the same economic effect so far as permissible under English law, and shall carry out such negotiations in good faith.

2.3 Fairfax, ACM and ACON shall, as soon as practicable following entry into the Agreement, establish a committee (the "Steering Committee") which shall comprise one representative of each of Fairfax, ACM and ACON (each a "Representative").

2.4 The Steering Committee shall be responsible for the day-to-day conduct of the Joint Bid and, in particular:

(a) any revision of the structure and terms of the Joint Bid (and any amendments thereto, including any amendment to or waiver of, or the exercise of any right under, the terms of any agreement executed by Management, Laurence Anderson or Lee Munro in respect of their transfer of Target Shares to Bidco on the Rollover Date);

(b) the general conduct and implementation of the Joint Bid and the obtaining of all consents and approvals in relation to it;

(c) the preparation of the Budget;

(d) liaising, negotiating, or otherwise communicating with the Target, its shareholders, its lending banks or its advisers, any regulatory authority or exchange (including any rating agencies), the Financial Conduct Authority, the London Stock Exchange, the Panel and any other holders of shares in the capital of the Target (together, the "Interested Parties") with respect to the Joint Bid;

(e) the waiver or (where permitted) variation of any conditions to the Joint Bid or extension of the acceptance period of the Joint Bid;

(f) overseeing all public announcements and other communications concerning the Joint Bid;

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(g) overseeing the drafting and execution of all Joint Bid Documentation (including, for the avoidance of doubt, determining the timing of publication of the Offer Document);

(h) instructing Ondra Partners in connection with the Joint Bid; and

(i) any decision regarding the seeking or making an application to delist of the shares of the Target from its standard listing on the London Stock Exchange.

2.5 The quorum for a meeting of the Steering Committee shall be one Representative (or such Representative's alternative, who must be expressly authorised to act on behalf of the Representative) for each of Fairfax, ACM and ACON. Attendance may be in person or by telephone.

2.6 Decisions of the Steering Committee shall be made by a unanimous vote of all Representatives (or their alternates, who must each be expressly authorised to act).

2.7 Until the Funding Date, Fairfax shall ensure, so far as it is legally permitted to do so as the controlling shareholder of Bidco, that Bidco and the board of Bidco shall not take any decision and Fairfax shall not exercise any right which it may have as the controlling shareholder of Bidco without the prior written consent of the Steering Committee, except that such consent will not be required for: (i) any claim by Bidco against a Party for failure to reimburse Fairfax for any sums due under Clause 12; and (ii) Bidco’s exercise of rights in relation to the loan facility obtained from Bank of Montreal in favour of Bidco.

2.8 No Party may make any written or oral contact, or otherwise engage in discussion, regarding the Joint Bid with an Interested Party without the prior consent of the Steering Committee, provided that nothing in this Clause shall limit:

(a) ACON or ACM in approaching (i) any person with a view to them becoming, whether directly or indirectly, an equity investor in an entity managed and/or controlled by ACON or ACM, respectively, which entity ACON or ACM, as applicable, proposes to become an equity investor in Bidco or (ii) a Third Party Investor pursuant to Clause 5.6(c); or

(b) Fairfax in approaching any Third Party Investor to subscribe for Bidco Shares pursuant to and in accordance with Clauses 5.1 and 5.6(a).

3. ANTI-TRUST

The Parties shall cooperate in good faith to:

(a) prepare any merger control filing and such other filings (if any) as are required and provide necessary information for such filing(s) (subject to applicable law and applicable contractual restrictions), including filings to the Business Competition Supervisory Commission of the Republic of Indonesia and the National Commission for Defence of Competition and the Secretary of Domestic Trade of the Ministry of Economy and Finance of the Argentine Republic; and

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(b) submit in full and in a timely manner any additional information as requested by any relevant merger control authority after the submission of any merger control filing.

4. FAILURE TO FUND

4.1 Should any Party breach its funding obligations under Clause 5 or fail to honour its obligations under Clause 6, it shall pay to Bidco, on an on-going basis, the cost (as it falls due) of any alternate funding obtained by Bidco in respect of the resultant shortfall in its funding needs, including, but not limited to, all fees and interest in relation to any draw down under the facility provided by Bank of Montreal for cash confirmation purposes. For the avoidance of doubt, ACM shall not be obliged to fund an amount greater than the ACM Commitment and ACON shall not be obliged to fund an amount greater than the ACON Commitment. If ACON delivers the ACON Notified Co-Invest confirmation pursuant to Clause 5.2(a), ACON shall only then become obliged to fund the amount stated in that written confirmation. If ACM delivers the ACM Notified Co-Invest confirmation pursuant to Clause 5.2(b), ACM shall only then become obliged to fund the amount stated in that written confirmation.

5. FUNDING

5.1 Prior to the LP Funding Commitment Date:

(a) ACON shall provide the Steering Committee written updates, on the first Business Day of each week, of progress in obtaining funding in respect of the ACON Notified Co-Invest which shall be raised solely by entities controlled by ACON;

(b) ACM shall provide the Steering Committee written updates, on the first Business Day of each week, of progress in obtaining funding in respect of the ACM Notified Co-Invest which shall be raised solely by entities controlled by ACM; and

(c) Subject to Clause 5.11, Fairfax may solicit Third Party Investors, provided that binding commitments to subscribe for shares in the capital of Bidco may only become effective after the LP Funding Commitment Date and only to the extent of any ACM Funding Shortfall and/or any ACON Funding Shortfall.

5.2 Subject to the provisions of this Agreement, on the LP Funding Commitment Date:

(a) ACON shall provide Bidco, ACM and Fairfax with written confirmation of the amount of funding in excess of the ACON Commitment that it irrevocably undertakes to commit to Bidco on the Funding Date as a subscription for Bidco Shares at the Bidco Subscription Price, up to a maximum of the ACON Funding Threshold less the ACON Commitment (the “ACON Notified Co-Invest”); and

(b) ACM shall provide Bidco, ACON and Fairfax with written confirmation of the amount of funding in excess of the ACM Commitment that it irrevocably undertakes to commit to Bidco on the Funding Date as a subscription for Bidco Shares at the Bidco Subscription Price, up to a maximum of the ACM

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Funding Threshold less the ACM Commitment (the “ACM Notified Co-Invest”).

5.3 Subject to Clause 5.4, by written notice to Bidco and Fairfax within 3 days after the LP Funding Commitment Date:

(a) if there is an ACM Funding Shortfall and the ACON Funding Threshold has been met, then ACON may opt to commit an amount to meet all or any part of the ACM Funding Shortfall by subscription for Bidco Shares at the Bidco Subscription Price, and, subject to adjustment as a result of Fairfax exercising its option under Clause 5.4 below, such additional amount shall be added to the ACON Notified Co-Invest; or

(b) if there is an ACON Funding Shortfall and the ACM Funding Threshold has been met, then ACM may opt to commit an amount to meet all or part of the ACON Funding Shortfall by subscription for Bidco Shares at the Bidco Subscription Price, and, subject to adjustment as a result of Fairfax exercising its option under Clause 5.4 below, such additional amount shall be added to the ACM Notified Co-Invest.

5.4 Fairfax may, in its sole discretion, by written notice to ACM or ACON (as the case may be) and Bidco commit an amount to meet all or part of the ACM Funding Shortfall and/or the ACON Funding Shortfall within 3 days after the LP Funding Commitment Date by committing to subscribe that amount for all or part of the relevant Funding Shortfall to enable it to hold up to 49.9% of the Bidco Shares in issue immediately following the Rollover Date (the "Fairfax Additional Commitment"). The amount to be added to the ACON Notified Co-Invest or the ACM Notified Co-Invest (as the case may be) under Clause 5.3(a) or 5.3(b) shall be reduced, by the amount that the Fairfax Additional Commitment (when aggregated with the amount committed by ACM or ACON under Clause 5.3) exceeds the ACON Funding Shortfall or the ACM Funding Shortfall (as the case may be).

5.5 Subject to the provisions of this Clause 5, on the Funding Date:

(a) ACON shall:

(i) pay the ACON Commitment as subscription for such number of Bidco Shares as is equal to the ACON Commitment divided by the Bidco Subscription Price; and

(ii) pay the ACON Notified Co-Invest as subscription for such number of Bidco Shares as is equal to the ACON Notified Co-Invest divided by the Bidco Subscription Price.

(b) ACM shall:

(i) pay the ACM Commitment as subscription for such number of Bidco Shares as is equal to the ACM Commitment divided by the Bidco Subscription Price; and

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(ii) pay the ACM Notified Co-Invest as subscription for such number of Bidco Shares as is equal to the ACM Notified Co-Invest divided by the Bidco Subscription Price.

(c) Fairfax shall:

(i) subject to Clause 5.5(c)(ii), pay the Fairfax Commitment and Fairfax Additional Commitment (if any) as subscription for such number of Bidco Shares as is equal to the sum of the Fairfax Commitment and the Fairfax Additional Commitment (if any) divided by the Bidco Subscription Price; and

(ii) in the case of a Funding Shortfall:

(A) pay an amount equal to the Funding Shortfall less any Fairfax Additional Commitment and less any additional amount committed by ACON or ACM pursuant to Clause 5.3 (the “Adjusted Funding Shortfall”) as subscription for such aggregate number of Bidco Shares and Preference Shares (in such combination as Fairfax may elect in its sole discretion) equal to the amount of such subscription divided by the Bidco Subscription Price; and

(B) if the payment of the Fairfax Commitment and Fairfax Additional Commitment (if any) would cause Fairfax to hold greater than 45% of the Bidco Shares in issue after the Rollover Date, Fairfax may pay the Fairfax Commitment and Fairfax Additional Commitment (if any) as subscription for such number of Bidco Shares and Preference Shares,

provided that any such election by Fairfax must result in Fairfax holding not less than 45% of the Bidco Shares in issue after the Rollover Date.

(d) Completion of the subscriptions contained in this Clause 5.5 shall occur in accordance with paragraph 1 of Schedule 3.

5.6 Fairfax Co-Invest Option and Minority Co-Invest Option

(a) If Fairfax subscribes for Preference Shares as a result of a Funding Shortfall it shall have the right, in its sole discretion, to seek Third Party Investors to subscribe for Bidco Shares at the Bidco Subscription Price on or before the date which is 90 days after the Closing Date (the "Fairfax Co-Invest Period") in an aggregate amount to allow Bidco to redeem up to such number of Preference Shares together with accrued interest as will result in Fairfax holding not less than 45% and not greater than 49.9% of all Bidco Shares in issue (assuming all Preference Shares remaining in issue after such redemption were converted into Bidco Shares).

(b) At any time during the Fairfax Co-Invest Period:

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(i) provided ACON has met the ACON Funding Threshold, ACON may acquire up to one third of the Preference Shares issued to Fairfax on the Funding Date at a per share price equal to the Bidco Subscription Price, plus any interest that has accrued thereon in accordance with their terms; or

(ii) provided ACM has met the ACM Funding Threshold, ACM may acquire up to one fifth of the Preference Shares issued to Fairfax on the Funding Date at a per share price equal to the Bidco Subscription Price, plus any interest that has accrued thereon in accordance with their terms.

(c) At the end of the Fairfax Co-Invest Period, if a Third Party Investor has not irrevocably agreed to subscribe for Bidco Shares in such amount as to allow Bidco to redeem such number of Preference Shares together with accrued interest as will result in Fairfax holding not less than 45% and not greater than 49.9% of all Bidco Shares in issue (assuming all Preference Shares remaining in issue after such redemption were converted into Bidco Shares):

(i) ACON, if it has met the ACON Funding Threshold, may instead identify and approach a Third Party Investor approved in advance by Fairfax (such approval not to be unreasonably withheld or delayed); or

(ii) ACM, if it has met the ACM Funding Threshold, may instead identify and approach a Third Party Investor approved in advance by Fairfax (such approval not to be unreasonably withheld or delayed),

within 60 days of the end of the Fairfax Co-Invest Period who shall be entitled to subscribe for Bidco Shares at the Bidco Subscription Price up to an aggregate amount, when aggregated with any irrevocable subscription by any Third Party Investor identified by Fairfax, sufficient to allow Bidco to redeem such number of Preference Shares together with accrued interest as will result in Fairfax holding not less than 45% and not greater than 49.9% of all Bidco Shares in issue (assuming all Preference Shares remaining in issue after such redemption were converted into Bidco Shares) (the "Minority Co-Invest Period").

(d) The proceeds of any subscription for Bidco Shares by a Third Party Investor shall be used to redeem Preference Shares pro rata among the holders of those Preference Shares, together with any interest that has accrued thereon in accordance with their terms, provided that such number of Preference Shares shall remain in issue so as to be able to satisfy Clause 5.6(e).

(e) On the date immediately following the end of the Minority Co-Invest Period, Fairfax shall notify Bidco, ACON and ACM of the proportion of Bidco Shares to be held by Fairfax following redemption of Preference Shares pursuant to Clause 5.6(d) and upon conversion of some or all of the Preference Shares remaining in issue after such redemption, which shall be not less than 45% and not greater than 49.9% of the Bidco Shares in issue. Fairfax, and if applicable, ACON and ACM, shall procure that such portion of the Preference Shares that

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they then hold are converted into Bidco Shares to result in Fairfax holding the proportion of Bidco Shares notified to Bidco, ACON and ACM.

5.7 Notwithstanding any other provision in this Agreement, Fairfax may only subscribe for Preference Shares, and Preference Shares shall only be converted into Bidco Shares if, following such subscription and/or conversion, Fairfax will hold at least 45% of Bidco Shares.

5.8 If any of the calculations of the number of Bidco Shares or Preference Shares to be subscribed for, issued, redeemed or converted pursuant to this Clause 5 do not result in a whole number of Bidco Shares or Preference Shares, as applicable, such number shall be rounded down to the nearest whole number and any fractional Bidco Share or Preference Share, as applicable, shall be ignored.

5.9 The exchange rate to be applied in respect of any calculation to be made pursuant to this Clause 5 shall be the rate derived from data provided by Bloomberg as at 4.30 p.m. London time on the Business Day preceding the date any payment must be made.

5.10 Fairfax, ACON and ACM may elect that any commitment made or payment to be made pursuant to this Clause 5 may be assumed discharged on their behalf by, and corresponding issuance of Bidco Shares or Preference Shares may be made to, an Affiliate of Fairfax, ACON and/or ACM, as applicable, and ACON and ACM may elect that the right to acquire Preference Shares pursuant to Clause 5.6(b) may be exercised by an Affiliate of ACON and ACM, as applicable, provided that no such election shall impact, reduce, alter, modify or otherwise any obligation of Fairfax, ACON or ACM, applicable, under this Agreement (and such Affiliates are bound by the Bidco shareholders agreement referred to in Clause 2.2 above).

5.11 Notwithstanding any other provision in this Agreement, prior to the LP Funding Commitment Date Fairfax shall not approach or solicit any Third Party Investors who have been identified to Fairfax by:

(a) ACON pursuant to Clause 5.1(a) in connection with obtaining funding in respect of the ACON Notified Co-Invest; or

(b) ACM pursuant to Clause 5.1(b) in connection with obtaining funding in respect of the ACM Notified Co-Invest.

5.12 On the Funding Date:

(a) a portion of the aggregate amount paid pursuant to Clause 5.5 by ACON, ACM and Fairfax as subscription for Bidco Shares and Preference Shares shall be exchanged for an amount in Sterling necessary to satisfy all acceptances of the Joint Bid; and

(b) if the aggregate amount paid pursuant to Clause 5.5 by ACON, ACM and Fairfax as subscription for Bidco Shares and Preference Shares minus such amount exchanged into Sterling in accordance with Clause 5.12(a) is less than $200,000,000:

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(i) if ACON has met the ACON Funding Threshold and ACM has met the ACM Funding Threshold, the Parties shall subscribe for additional Bidco Shares at the Bidco Subscription Price in proportion to their subscriptions pursuant to Clause 5.5;

(ii) if ACON has met the ACON Funding Threshold but ACM has not met the ACM Funding Threshold, ACON and Fairfax shall subscribe for additional Bidco Shares at the Bidco Subscription Price in proportion to their subscriptions pursuant to Clause 5.5, subject to adjustment at Fairfax’s election, and in their sole discretion, so as to result in the subscription by Fairfax for such number of Bidco and Preference Shares at a per share price equal to the Bidco Subscription Price to result in Fairfax holding not less than 45% of the Bidco Shares in issue after the Rollover Date; or

(iii) if ACM has met the ACM Funding Threshold but ACON has not met the ACON Funding Threshold, ACM and Fairfax shall subscribe for additional Bidco Shares at the Bidco Subscription Price in proportion to their subscription pursuant to Clause 5.5, subject to adjustment at Fairfax’s election, and in their sole discretion, so as to result in the subscription by Fairfax for such number of Bidco and Preference Shares at a per share price equal to the Bidco Subscription Price to result in Fairfax holding not less than 45% of the Bidco Shares in issue after the Rollover Date,

provided that, ACON and/or ACM may elect by written notice to Fairfax on the Funding Date to exercise its right in part (and not in full), or not to exercise its right, pursuant to Clause 5.12(b)(i), 5.12(b)(ii) or 5.12(b)(iii), as applicable, in which case, Fairfax shall subscribe for additional Bidco Shares and/or Preferences Shares at the Bidco Subscription Price so that Bidco can allocate on the Funding Date an amount in Sterling necessary to satisfy all acceptances of the Joint Bid with sufficient funds remaining to be able to contribute $200,000,000 to the capital of the Target following the Closing Date. Clauses 5.6 to 5.8 and 5.10 shall apply to Preference Shares subscribed for by Fairfax pursuant to this Clause 5.12 as if they were Preferences Shares issued in the case of a Funding Shortfall pursuant to Clause 5.5.

6. ROLL-OVER

Fairfax’s obligation to roll-over

6.1 Subject to the provisions of this Agreement, Fairfax shall procure that the entities listed in Part A of Schedule 4 shall subscribe for such number of Bidco Shares set opposite their name at the Bidco Subscription Price on the Rollover Date.

6.2 Fairfax’s obligation referred to in Clause 6.1 above shall be satisfied by Fairfax transferring or procuring the transfer of, on the Rollover Date, 17,248,719 Target Shares held, directly or indirectly, by the entities listed in Part A of Schedule 4 (together with all rights attached or accruing to them) to Bidco with full title guarantee and free from all Security Interests.

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6.3 On the Target Shares being transferred to Bidco pursuant to Clause 6.2 above, following the payment by Bidco of any applicable stamp duty tax, Bidco will register the entities listed in Part A of Schedule 4 as the fully paid holder of the Bidco Shares subscribed under Clause 6.1 and issue share certificates accordingly.

ACM’s obligation to roll over

6.4 Subject to the provisions of this Agreement, ACM shall procure that the entity listed in Part B of Schedule 4 shall subscribe for such number of Bidco Shares set opposite their name at the Bidco Subscription Price on the Rollover Date.

6.5 ACM’s obligation referred to in Clause 6.4 shall be satisfied by ACM transferring or procuring the transfer of, on the Rollover Date 10,073,820 Target Shares held, directly or indirectly, by the entity listed in Part B of Schedule 4 (together with all rights attached or accruing to them) to Bidco with full title guarantee and free from all Security Interests.

6.6 On the Target Shares being transferred to Bidco pursuant to Clause 6.5, following the payment by Bidco of any applicable stamp duty tax, Bidco will register the entity listed in Part B of Schedule 4 as the fully paid holder of the Bidco Shares subscribed under Clause 6.4 and issue it with a share certificate accordingly.

7. JOINT BID RESPONSIBILITY

7.1 Fairfax shall procure that the persons of appropriate seniority and with appropriate authority accept responsibility for all information in the Offer Document relating to Fairfax and its subsidiary undertakings (including their views and opinions).

7.2 ACON shall procure that persons of appropriate seniority and with appropriate authority accept responsibility for all the information in the Offer Document relating to ACON and its subsidiary undertakings (including their views and opinions).

7.3 ACM shall procure that persons of appropriate seniority and with appropriate authority accept responsibility for all the information in the Offer Document relating to ACM and its subsidiary undertakings (including their views and opinions).

7.4 Fairfax, ACON and ACM shall procure that the relevant persons taking responsibility pursuant to Clauses 7.1, 7.2 and 7.3, and Bidco shall procure that the directors of Bidco, accept responsibility for all the information in the Offer Document relating to Bidco and its subsidiary undertakings (including their views and opinions).

8. STANDSTILL

8.1 Except as otherwise set out in this Agreement, until either (i) the Joint Bid has become unconditional in all respects (and where the entire issued share capital of the Target has been acquired by Bidco and the Joint Bid consideration has been settled in full); or (ii) this Agreement has been terminated, whichever is earlier and except to implement the Joint Bid as agreed by the Steering Committee:

(a) no Party shall (and each Party shall procure that no person "acting in concert" with it (as such term is defined in the Code) (including Bidco) shall), either alone or acting in concert with others acquire or offer to acquire, or cause

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another person to acquire or to offer to acquire, an interest in any shares or other securities in the Target (including for these purposes, securities carrying subscription or conversion rights relating to the Target's shares or securities, or derivatives or contracts for differences referenced to the Target's shares) ("Target Securities"), or enter into an agreement or arrangement as a result of which it or any person may acquire any interest in Target Securities, other than acquiring or offering to acquire Target Securities from the Target or entering into any agreement or arrangement as a result of which Target Securities may be acquired which is for the purpose of preventing or remedying a Default or potential Default and which does not involve acceptance of or agreement to accept another takeover offer for the Target; and

(b) no Party shall (and each Party shall procure that its Affiliates shall not) sell, transfer or otherwise dispose of or cause another person to sell, transfer or otherwise dispose of any interest in Target Securities or enter into an agreement or arrangement or accept any offer from any third party as a result of which it or any person may sell, transfer or otherwise dispose of any interest in Target Securities.

8.2 Each Party accepts, and agrees to advise their Authorised Recipients, that some or all of the Confidential Information and the Joint Bid negotiations may be price sensitive information relating to Target Securities and agrees to comply, and shall procure that their Authorised Recipients comply, with all applicable insider dealing and market abuse legislation in relation to dealings in Target Securities.

9. EXCLUSIVITY

9.1 Each Party warrants to the other that it is not a bidder, acquirer, lender to any person, or otherwise an interested party in, any other bid or proposal in relation to the possible acquisition of some or all of the assets or share capital of the Target and that it is not otherwise a part of, nor has agreed formally or informally to take part in or lend to, any form of partnership, joint venture, consortium or similar arrangement with/of any other party or parties making or contemplating making an offer for some or all of the assets or share capital of the Target, provided that nothing in this Clause shall limit:

(a) ACON or ACM in approaching (i) any person with a view to them becoming, whether directly or indirectly, an equity investor in an entity managed and/or controlled by ACON or ACM, respectively, which entity ACON or ACM, as applicable, proposes to become an equity investor in Bidco or (ii) a Third Party Investor pursuant to Clause 5.6(c);

(b) Fairfax in approaching any Third Party Investor to subscribe for Bidco Shares pursuant to and in accordance with Clauses 5.1 and 5.6(a); or

(c) any Party from entering into discussions with the Target, or finalising and effecting a proposal from the Target, that relates to the acquisition of Target Securities or other investment or financing arrangements with the Target for the purpose of preventing or remedying a Default or potential Default and which does not involve acceptance of or agreement to accept another takeover offer for the Target.

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9.2 Other than in respect of the circumstances set out in Clause 9.1(c), each Party shall not, and shall procure that (where applicable) none of its group undertakings nor its or their respective officers or employees or any fund advised or managed by it or them shall, except as part of the Joint Bid, directly or indirectly be involved as an equity investor (or as the provider of any other form of financing) (or enter into discussions or agree formally or informally to do the same) in any acquisition of the Target or any other transaction in relation to the Target having a similar effect, from the date of this Agreement until either: (i) the Joint Bid has become unconditional in all respects (and where the entire issued share capital of the Target has been acquired by Bidco and the Joint Bid consideration has been settled in full); or (ii) the termination of this Agreement, whichever is the earlier, unless otherwise agreed by the Steering Committee.

10. WARRANTIES AND UNDERTAKINGS

10.1 Each Party warrants to each other Party that:

(a) it has the requisite power and authority to enter into this Agreement and it is not a party to any agreement, commitment or other understanding that: (i) would preclude or restrict such Party from entering into and performing this Agreement or any agreement contemplated by this Agreement to be entered into by such Party, including without limitation the making of a Joint Bid and consummation of a transaction if successful; or (ii) would oblige any Party to allow any other person to elect to participate in the transactions contemplated by this Agreement;

(b) this Agreement when executed will constitute valid, binding and enforceable obligations of such Party; and

(c) it has not, directly or indirectly, obtained or induced and will not attempt to so obtain or induce the procurement of this Agreement or any contract, consent, approval, right, interest, privilege or other obligation or benefit related to this Agreement or the transactions contemplated hereunder or its other dealings with any other Party through any violation of law or regulation and, other than in respect of fees payable to Ondra Partners, Shearman & Sterling (London) LLP, Hogan Lovells International LLP, Vinson & Elkins RLLP, KPMG, Winston & Strawn LLP, Lummus Consulting and Mintz Group (whether or not contingent), has not given or agreed to give and shall not give or agree to give to any person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder's fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratification, bribe or kickback, whether described as a consultation fee or otherwise, with the object of obtaining or inducing the procurement of the transactions contemplated hereunder or any contract, right, interest, privilege or other obligation or benefit related to the transactions contemplated hereunder. This Sub-Clause shall not prevent ACON and ACM from charging a fee to any direct or indirect investors who invest in Bidco through entities managed and/or controlled by ACON or ACM (as the case may be) and introduced to the transaction in accordance with usual market practice (excluding any Third Party Investors identified pursuant to Clause 5.6(c)).

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10.2 Each Party undertakes, in connection with the Joint Bid, to comply with, and (where applicable) to procure that its employees and Affiliates comply with: (i) the general rules and principles of the Code and/or any rulings of the Panel; and (ii) all other applicable laws and regulations (including the Companies Act 2006 and the Financial Services and Markets Act 2000). In addition, each Party undertakes to procure (so far as within its power) that Bidco complies with the rules, principles, laws and regulations referred to in (i) and (ii) above.

10.3 Each Party undertakes that it shall, and shall (where applicable) procure that its employees and Affiliates who are aware of the Joint Bid, shall:

(a) take (so far as within their power) such action in connection with the Joint Bid as the Steering Committee may request (acting reasonably and in good faith) in accordance with the terms of this Agreement; and

(b) negotiate in good faith, consult and co-operate with the other Parties and use its reasonable endeavours to obtain all necessary agreements, clearances and consents in connection with the Joint Bid (and shall use reasonable efforts to provide all information customarily required to make all relevant filings or submissions in connection with obtaining such agreements, clearances and consents).

10.4 Fairfax warrants to each other Party that:

(a) 17,248,719 Target Shares are (and will on the Rollover Date be) legally and beneficially owned by the persons identified in Part A of Schedule 4 free from all Security Interests and are (and will on the Rollover Date be) fully paid or credited as fully paid; and

(b) it has adequate cash resources to meet its obligations under 5.5(c), and it is not aware of any reason why it will not be able to meet its obligations thereunder on the Funding Date.

10.5 ACM warrants to each other Party that:

(a) 10,073,820 Target Shares are (and will on the Rollover Date be) legally and beneficially owned by the persons identified in Part B of Schedule 4 free from all Security Interests and are (and will on the Rollover Date be) fully paid or credited as fully paid; and

(b) it has adequate cash resources to meet its obligations under Clause 5.5(b)(i), and it is not aware of any reason why it will not be able to meet its obligations thereunder on the Funding Date.

10.6 ACM undertakes that it shall, and undertakes to procure that its Affiliates shall, do such acts and things, execute all such documents, despatch and/or deliver all such notices, certificates and other documents as may be required to:

(a) terminate the relationship agreement between it, or its Affiliates, and the Target; and

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(b) waive all claims against the Target and its subsidiaries and release such parties from any liability they have or might have under such relationship agreement,

with effect from the Closing Date.

10.7 ACON warrants to each other Party that it has adequate cash resources to meet its obligations under Clause 5.5(a)(i), and it is not aware of any reason why it will not be able to meet its obligations thereunder on the Funding Date.

10.8 Fairfax warrants to each other Party as follows:

(a) there are 11 ordinary shares of £0.10 each in the capital of Bidco (the "Existing Shares") in issue of which 10 ordinary shares of £0.10 each in the capital of Bidco are beneficially owned by Fairfax and one ordinary share of £0.10 in the capital of Bidco is beneficially owned by FFHL Group Ltd, a subsidiary of Fairfax in both cases free from Security Interests;

(b) Bidco has not allotted or issued nor agreed to allot or issue any securities which has not been approved by the Steering Committee other than the Existing Shares;

(c) the only director of Bidco is Quinn McLean;

(d) except in respect of entering into the Joint Bid Documents, Bidco has not traded or carried on any business since incorporation nor entered into any charge or granted any other security over its assets; and

(e) Bidco has not entered into any contract or arrangement with any other person which has not been approved by the Steering Committee except for the Joint Bid Documents.

11. WITHDRAWALS AND TERMINATION

11.1 Any material breach of the terms of this Agreement, including, but not limited to, any breach of their funding obligations under Clause 5 shall constitute an Event of Default in respect of the Party that has breached this Agreement.

11.2 If:

(a) a Party is unable to proceed with the Joint Bid due to any insolvency, dissolution or administration proceeding relating to such Party (or other process having substantially the same effect)); or

(b) an Event of Default occurs in respect of such Party,

(a “Defaulting Party”) then Clause 11.3 shall apply.

11.3 If this Clause 11.3 applies, then, if the Steering Committee, excluding the representative of the Defaulting Party, so decides, and notifies the Defaulting Party in writing:

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(a) the Defaulting Party shall cease to have any rights under this Agreement and shall remain subject only to the obligations set out in Clauses 4, 6, 7, 8, 9, 10.6 (in the case of ACM), 12, 13, 14, 15, 16, 20, 23 and 25;

(b) the other Parties shall be entitled to progress and complete the Joint Bid without the involvement of the Defaulting Party. Should such circumstances occur, the remaining Parties shall discuss between themselves whether to add a third party to replace the Defaulting Party and the identity of any third party must be agreed between the remaining Parties.

11.4 The provisions of this Agreement shall terminate upon the earlier of:

(a) a decision by the Steering Committee not to proceed with the Joint Bid, provided that such decision is made prior to an announcement under Rule 2.7, or on the Joint Bid lapsing or being withdrawn;

(b) the Joint Bid becoming unconditional in all respects and the later of:

(i) the Joint Bid consideration having been settled in full (and upon any squeeze out of minority shareholders, as applicable);

(ii) one month following the expiration of the Fairfax Co-Invest Period and the Minority Co-Invest Period, whichever is the later; and

(c) any competing offer in relation to the Target having become effective or unconditional in all respects.

11.5 If this Agreement terminates under Clause 11.4, no Party shall have any claim of any nature against the other Parties under this Agreement except in respect of any rights and liabilities which have accrued before termination or under any of Clauses 1, 8, and 13 to 25.

12. COSTS

12.1 The Steering Committee will prepare a budget for all Bid Costs for approval by the Parties (the "Budget"). The Budget may only be exceeded or otherwise amended with the prior approval of the Steering Committee.

12.2 If the Joint Bid is completed in accordance with its terms:

(a) Bid Costs will be paid by Bidco unless Target has been delisted and re-registered as a private limited company in which case Target will be liable for the Bid Costs; and

(b) any costs, fees and expenses incurred by a Party in relation to the Joint Bid which are not Bid Costs, otherwise included within the Budget or otherwise approved by the Steering Committee shall be for that Party’s account.

12.3 If the Joint Bid lapses, is withdrawn or otherwise does not complete in accordance with its terms, Abort Costs will be paid by each Party in accordance with the Consortium Allocation and any costs, fees and expenses incurred by a Party in relation to the Joint Bid which are not Abort Costs shall be for that Party’s account.

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Within twenty Business Days of the date on which the Joint Bid lapses, is withdrawn or otherwise does not complete in accordance with its terms, Bidco shall notify the other Parties in writing of the Abort Costs with copies of the relevant invoices relating to the Abort Costs which shall be the final and binding amount of the Abort Costs.

12.4 If the Joint Bid lapses, is withdrawn or otherwise does not complete in accordance with its terms, all costs incurred by any of the Parties in respect of due diligence in relation to the Joint Bid shall be borne in full by the Party who instructed the relevant third party to conduct such due diligence.

12.5 Notwithstanding any other provision of this Clause 12, if:

(a) a Party does not pay any sums due from it to Bidco under Clause 5 it shall pay the Bid Costs in full and reimburse each Party which did pay any sums due to Bidco under Clause 5 for all costs, fees and expenses which would otherwise be for the account of such Party under Clauses 12.2 and 12.3;

(b) if two or more Parties do not pay any sums due from them to Bidco under Clause 5 their obligations under this Clause shall be joint and several, and they shall account for such costs between themselves in proportion to their respective proportions under the Consortium Allocations; and

(c) upon any Party not paying any sums due from it to Bidco under Clause 5, Bidco shall notify the other Parties in writing of:

(i) the failure to pay;

(ii) the Bid Costs with copies of the relevant invoices relating to the Bid Costs for the purposes of payment and reimbursement by the Party who failed to pay and which the Parties agree shall be the final and binding amount of the Bid Costs to be paid or reimbursed.

12.6 Subject to Clause 12.7, any liability that arises to Ondra Partners (an "Ondra Liability") pursuant to clause 12 (Indemnity) of the engagement letter between Ondra Partners, Fairfax, ACON and ACM dated on or around the date of this Agreement, shall be borne by each of Fairfax, ACON and ACM in accordance with the Consortium Allocations.

12.7 If it can be reasonably established that an Ondra Liability has arisen predominantly due to the actions (or inaction) of:

(a) Fairfax, Fairfax shall alone be liable for that Ondra Liability;

(b) ACON, ACON shall be liable for that Ondra Liability; or

(c) ACM, ACM shall alone be liable for that Ondra Liability.

13. CONFIDENTIALITY

13.1 The Steering Committee (whether by way of press release, press conference or interview) will be responsible for all public communications concerning the Joint Bid.

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Subject to the provisions of this Clause 13, the Parties shall not make any public announcement or statement in relation to the Joint Bid.

13.2 A Party may make an announcement if required by law, or any securities exchange or regulatory or governmental body to which the Party or its ultimate parent is subject (including the Panel), provided that the announcement is made only after consultation with the Steering Committee (to the extent legally permissible and practicable).

13.3 In the course of the Joint Bid, the Parties may have and will receive certain confidential information (orally, in writing or in any other form) relating to the Joint Bid and/or business and financial affairs of the other Parties and/or the Target ("Confidential Information"). Each Party agrees to:

(a) comply with the terms of any confidentiality agreement entered into by Bidco or the relevant Party at the request of (or on behalf of) the Target (or any of its shareholders) in connection with the Joint Bid;

(b) use such Confidential Information only in accordance with this Agreement and for the purpose of evaluating or furthering the Joint Bid; and

(c) at all times hold the Confidential Information in strict confidence and not disclose, reproduce or distribute any of it to any person other than:

(i) to (I) that Party's (in each case) employees and Affiliates and their respective directors, employees and advisers who strictly need access to it in connection with the Joint Bid or (II) investors approached for the purpose of obtaining funding in respect of the ACON Notified Co-Invest or the ACM Notified Co-Invest or introduced by a Party interested in providing equity investment in Bidco pursuant to Clause 5 and agree to comply with confidentiality provisions equivalent to those set out in this Agreement and the relevant confidentiality agreement between the relevant Party and the Target ("Authorised Recipients");

(ii) as required by law, regulation or any governmental or other regulatory authority (provided that, to the extent legally permissible and practicable, the disclosing party consults with the Steering Committee first on the proposed form, timing, nature and purpose of the disclosure);

(iii) to the extent that such Confidential Information: (I) at the time of receipt is in the public domain; (II) subsequently comes into the public domain, except through breach of the undertakings set out in this Agreement; or (III) is already in the possession of the Party or one or several of its employees and/or Affiliates or one or several of their respective directors, employees and/or advisers receiving it (as evidenced by written records); or

(iv) as may be agreed by the Steering Committee.

13.4 Each Party agrees to, and shall ensure that its respective Authorised Recipients shall, return to the relevant provider on demand, or use all reasonable endeavours to

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destroy, any document (including any note, analysis or memorandum and any document stored in electronic form) containing Confidential Information save as may otherwise be required under any applicable law, rule or regulation, including the rules of a professional body.

13.5 Each Party agrees to ensure that each of its respective Authorised Recipients who receive Confidential Information are aware of and adhere to the terms of this Clause 13.

14. ASSIGNMENT AND OTHER DEALINGS

This Agreement is personal to the Parties and no Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15. AMENDMENTS AND WAIVERS

15.1 No amendment to, or waiver of any of the provisions of, this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.

15.2 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. NOTICES

16.1 Any notice or other communication in connection with this Agreement (each, a "Notice") shall be:

(a) in writing; and

(b) delivered by facsimile, hand or courier using an internationally recognised courier company, in each case accompanied by a copy sent by e-mail (which shall not constitute notice).

16.2 A Notice to:

(a) Bidco shall be sent to the following person and address, or such other person or address as Bidco may notify to the other Parties from time to time:

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, M5J 2N8, Canada

Attention: Quinn Mclean

Facsimile: +1 416 367 4946

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E-mail: qmclean@hwic.ca

With a copy to Shearman & Sterling (London) LLP, 9 Appold Street, London, EC2A 2AP (fax number +44 20 7655 5443), marked for the attention of Jeremy Kutner.

(b) Fairfax shall be sent to the following person and address, or such other person or address as Fairfax may notify to the other Parties from time to time:

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, M5J 2N8, Canada

Attention: Quinn Mclean

Facsimile: +1 416 367 4946

E-mail: qmclean@hwic.ca

With a copy to Shearman & Sterling (London) LLP, 9 Appold Street, London, EC2A 2AP (fax number +44 20 7655 5443), marked for the attention of Jeremy Kutner.

(c) ACON shall be sent to the following person and address, or such other person or address as ACON may notify to the other Parties from time to time:

ACON Equity Management, LLC and ACON Power Investors, L.P.

1133 Connecticut Ave NW, Washington, DC 20036, USA

Attention: Aron Schwartz

Facsimile: +1 202 454 1101

E-mail: aschwartz@aconinvestments.com

With a copy to Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London, EC1A 2FG (fax number +44 20 7296 2001), marked for the attention of Don McGown, and Hogan Lovells US LLP, Park Place II, Ninth Floor, 7930 Jones Branch Drive, McLean, VA 22102 (fax number +1 (703) 610-6200) for the attention of Robert Welp.

(d) ACM shall be sent to the following person and address, or such other person or address as ACM may notify to the other Parties from time to time:

ACM Capital Management LLC

601 Thirteenth St., NW, Suite 1000 South

Washington, DC 20005

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Attention: Nelson Oliveira

Facsimile: +1 202 370 3556

E-mail: noliveira@albrightcapital.com

With a copy to Vinson & Elkins RLLP, CityPoint, 33rd Floor, One Ropemaker Street, London, EC2Y 9UE (fax number +44 20 7065 6001), marked for the attention of Jeffrey E. Eldredge.

17. THIRD PARTY RIGHTS

17.1 The specified third party beneficiaries of the undertakings or commitments referred to in Clause 5.10 shall have the right to enforce the relevant terms by reason of the Contracts (Rights of Third Parties) Act 1999. The rights of any such third party beneficiary are subject to (a) the rights of the Parties to amend or vary this Agreement without the consent of that third party and (ii) the other terms and conditions of this Agreement.

17.2 Except as expressly provided for in Clause 17.1, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement.

18. SEVERABILITY

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law or otherwise, such provision (or part) shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

19. REMEDIES

Without prejudice to any other rights or remedies any Party may have, each Party agrees that, if it breaches any of its obligations under Clause 5, damages alone would not be an adequate remedy and accordingly that an order for specific performance would be an essential element of any adequate remedy for such failure or breach.

20. FURTHER ASSURANCES

Each Party shall use all reasonable endeavours to ensure that this Agreement is observed, and do all things necessary and desirable to give effect to the spirit and intention of this Agreement.

21. COUNTERPARTS

This Agreement may be entered into in any number of counterparts, each of which when executed shall constitute an original and all of which taken together shall constitute one and the same instrument.

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22. INVALIDITY

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

23. APPOINTMENT OF PROCESS AGENT

23.1 Fairfax irrevocably appoints Riverstone Insurance (UK) Limited of 161-163 Preston Road, Brighton, BN1 6AU, United Kingdom as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by Fairfax.

23.2 ACON irrevocably appoints Sisec Limited of 21 Holborn Viaduct London EC1A 2DY as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by ACON.

23.3 ACM irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by ACM.

23.4 Each Party shall inform the other Parties in writing of any change of address of its process within 28 days of such change.

23.5 If a Party’s process agent ceases to be able to act as such or to have an address in England and Wales, such Party irrevocably agrees to appoint a new process agent in England and Wales acceptable to each other Party and to deliver to each other Party within 14 days a copy of a written acceptance of appointment by the process agent.

23.6 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.

24. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

25. GOVERNING LAW AND ARBITRATION

25.1 This Agreement and any non-contractual obligations arising in connection herewith shall be governed by and construed in accordance with the laws of England and Wales.

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25.2 Any action or proceedings to recover damages in respect of or settle any disagreement or dispute in connection with this Agreement shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce before a panel of three arbitrators selected in accordance with such Rules. The site of any such arbitration shall be New York and the proceedings shall be conducted in the English language.

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THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF IT.

Signed by Quinn McLean for and on behalf of APPLE BIDCO LIMITED

Quinn McLean

Director

Signed by Paul Rivett for and on behalf of FAIRFAX FINANCIAL HOLDINGS LIMITED

Paul Rivett President

Signed by Aron Schwartz for and on behalf of ACON EQUITY MANAGEMENT, LLC

Aron Schwartz Managing Director

Signed by ACON Power GenPar, L.L.C. (Aron Schwartz, Managing Director) for and on behalf of ACON POWER INVESTORS, L.P.

Aron Schwartz

Managing Director

Signed by John Yonemoto for and on behalf of ACM CAPITAL MANAGEMENT LLC

John Yonemoto Principal and Chief Investment Officer

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Signed by John Yonemoto for and on behalf of ACM EMERGING MARKETS MASTER FUND I, L.P.

John Yonemoto

Principal and Chief Investment Officer

Signed by John Yonemoto for and on behalf of ACM ENERGY HOLDINGS I LTD.

John Yonemoto

Director

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Schedule 1

SHA Term Sheet

Capitalised terms shall have the meanings given to them in Clause 1 of this Agreement unless otherwise defined in this term sheet

• 10% Preferred Share Terms Dividend: 10% annual dividend payable semi-annually (the “Pref Dividend”). Such

dividend is payable in cash if the following are true (1) (a) The company has minimum available liquidity of $40mm (i.e. cash, revolver etc.) pro-forma for the payment of the dividend and Consolidated Total Net Leverage Ratio (as currently defined in the Target’s credit agreement) is less than 3.5x or (b) the Board (excluding Fairfax) otherwise decides to make such cash payment and (2) the existing credit agreement doesn’t bar payment of said dividend, provided that the consortium members covenant to use reasonable efforts to ensure the credit agreement permits the payment of cash dividends in the event of any amendments/refinancing. Otherwise the above dividend will be payable at a 11% annual dividend rate in the form of “PIK Preferred Shares” (see terms below).

Redemption: Redeemable for cash at its then accreted face amount at (1) Bidco’s/Target’s option, at any time, (2) the time of a debt refinancing (a “Refinancing”) in which there is debt capacity to do so (ie after refinancing the existing debt the refinancing lender will extend additional leverage to permit the partial or total refinancing of the Preferred Share (3) immediately prior to a change of control (i.e. common shareholders do not receive payment for their shares until Preferred Shares, and, at the option of the pref shareholder, the PIK Preferred Shares are first redeemed) or (4) IPO.

Other terms: Required payment of the accrued dividend to Fairfax on transfer of its Preferred Shares pursuant to the exercise of the Fairfax Co-invest option (as defined below). In addition, such Preferred Shares shall be convertible (as described below) immediately upon the exercise of the Fairfax Co-Invest Option (as defined below).

The Preferred Shares shall have a preference over all common equity with respect to proceeds from a liquidation or as to dividends payable by Bidco/Target.

• PIK Preferred Share Terms

Same terms as Preferred Shares above, except for the following. In Fairfax’s sole

discretion (the “Option”) such PIK Preferred Share (A) converts into common equity at the original take-over offer per share or (B) mandatorily redeemed at accrued amount. The Option only becomes exercisable upon the following: (1) a change of control, (2) IPO or (3) a Refinancing. The PIK Preferred Shares is not redeemable by the company (i.e. only redeemable if Fairfax so elects upon the happening of the events above.). Notwithstanding the foregoing, if the all of the outstanding Preferred Shares have been redeemed and an offer is made to redeem such PIK Preferred Shares

LNDOCS01/932861.25F 30

(“PIK Redemption Offer”) and the holder of such PIK Preferred Shares chooses not to accept the redemption, then the PIK Preferred Shares will no longer continue to accrue a dividend. For greater certainty, in the event a PIK Redemption Offer has been made and rejected by the holder of the PIK Preferred Shares, all other terms of the PIK Preferred Shares shall remain the same.

• Further terms of the Preferred Shares

Upon the exercise of the Fairfax Co-invest Option or Minority Co-Invest or any

Preferred Shares are purchased from Fairfax by a consortium member (pursuant to the above), any accrued and unpaid dividend on the Preferred Shares shall be paid to the holders of the Preferred Shares, at such holder’s sole option, in cash (if permitted by any applicable credit agreement), or in PIK Preferred Shares, or, in common stock (provided that in the case of Fairfax shall not be able to be paid in common stock if it would result in Fairfax holding greater than 49.9% of the common equity)

• Governance Rights

Board representation post-close shall be as set forth below. All board resolutions,

except as described below, to be passed by majority that must include Fairfax, plus one of Albright, ACON or Additional Investor, if any

• If ACM Funding Threshold is met by Albright, Fairfax: 3, ACON: 2, Albright: 2

Management: 1

• If ACM Funding Threshold is not met by Albright, Fairfax: 3, ACON: 2, Albright: 1 Management: 1

Laurence Anderson will be one of the Fairfax nominees

For so long as Laurence Anderson is appointed to the board by Fairfax he shall not

have the right to vote, the other two Fairfax appointees will have 1.5 votes and all other members of the board shall have 1 vote with decisions being taken by poll

If Laurence Anderson ceases to be appointed to the board all directors appointed by Fairfax will have 1 vote

ACON’s 2 board appointees shall have 2 votes in total either by designating 1 appointee as having 2 votes or both appointees as having a single vote

If the ACM Funding Threshold is met, ACM’s 2 board appointees shall have 2 votes in total either by designating 1 appointee as having 2 votes or both appointees as having a single vote

Additional board seats may be granted as follows:

• To each Additional Investor who holds at least 10% of the outstanding: 1

LNDOCS01/932861.25F 31

• In the event of a subsequent issuance of equity that cause a Consortium Member’s ownership to increase by at least 10 points over its ownership percentage at close of the take-over, such Consortium Member shall receive an additional Board Seat.

Notwithstanding the above, the following decisions will be made by a simple majority

of the board (provided that in the event that Albright meets its ACM Funding Threshold and in the event there is a tie, one Fairfax appointee shall have a casting vote).

• Issuing shares, debt or other securities (subject to such shares, debt or securities

being issued at fair market value and being subject to pre-emptive rights) to satisfy minimum liquidity or avoid imminent insolvency, satisfy debt covenants from any lender or similar funding emergencies (“Emergency Funding”)

• auditor and legal firm selections and any changes thereto

Customary reserved matters requiring approval of at least 64.2% of the share capital of Bidco, unless ACON doesn’t invest $150mm and Albright doesn’t meet its ACM Funding Threshold, in which case approval shall require at least 66 2/3% of the share capital of Bidco (in each case noted above, such approval to include Fairfax, plus (i) any Additional Investor in common that invests at least $70.4mm plus (ii) either ACON or Albright (or if Albright has not met the ACM Funding Threshold, ACON), including:

• any issuance of either debt or equity securities except where issued at Fair Market

Value and subject to the pre-emptive rights to be granted to each member of the Consortium, or actions that would require any further funding from shareholders except in the case of Emergency Funding

• changes to articles (including to the pre-emption, transfer or exit rights buy-back, authorization or reclassification of any securities) in connection with and as reasonably required to effectuate the issuance of securities

• any material guarantees, indemnity or other similar binding contracts undertaking to secure any liabilities or obligations of any other person or entity or the making of any loan, advance or extension of any credit to any such person or entity

• any capital allocation decision, any declaration or payment of any dividend and any material capital expenditures (other than as required to satisfy the payment of dividends on the Preferred Shares according to their terms)

• any acquisitions, leasebacks or divestitures or the entering into of any material contract, including any joint ventures or partnerships, except with respect to transactions entered into in the ordinary course of business, with the approval of the Board and involving consideration to be paid or received, as applicable, of $30mm individually or $50mm in the aggregate during any twelve month period

• changes to CEO, CFO and any other key executive positions

LNDOCS01/932861.25F 32

• compensation of CEO, CFO or any other key executive positions (including incentive and severance compensation)

• approval of annual business plan; and any material departure thereof

• all related party payments or transactions (it being understood that a related party’s vote shall be disregarded from the determination of whether the required threshold is reached unless the action does not have a disproportionate impact (positive or negative) on any one shareholder vis-à-vis any other shareholders)

Each of Fairfax, ACON, Albright and Additional Investor, if any, to have a veto in

respect of each of the following matters:

• changes to articles (including to pre-emption, transfer or exit rights, buy-back, authorization or reclassification of any securities) except in connection with and as reasonably required to effectuate the issuance of securities for which pre-emptive rights have been offered to each of the Consortium members

• initiating steps for any bankruptcy or insolvency proceeding or any winding up or liquidation

• any increase in the size of the board of directors and any changes to the board representation allocations above except in connection with the primary issuance of securities at fair market value (or as described in this MOU) to an unrelated third party and for which pre-emptive rights have been offered to each of the Consortium member;

• any fundamental change in the nature of the business

• any optional redemption of the preferred stock (provided however that Fairfax or other consortium member shall not be included for purposes of this vote if it holds Preferred Shares)

• taking any action or engaging in discussions regarding the admission of any part of the share capital of the Company to an investment exchange as part of an initial public offering (IPO) or otherwise

Funding, Transfers and Exits

Pre-emptive rights to be offered pro-rata with holdings of common stock

Other Transfers: Customary terms, including permitted transfers to affiliates. All other transfers to be subject to ROFOs, ROFRs, piggy-back and tag along rights. Other exits to be as mutually agreed, but shall include the following:

• Fairfax or ACON and if the ACM Funding Threshold was met, Fairfax, ACON or

Albright shall have the right to cause a change of control transaction to occur on arm’s length and bona fide terms (and ability to drag along consortium members with respect to such offer) or cause an IPO (no ability to drag) following the earlier of (i) 4 years after the closing date and (ii) the Target achieving $300mm of

LNDOCS01/932861.25F 33

EBITDA (on a 12 month rolling basis). This right shall be subject to a right of first offer held by the other shareholders;

• Fairfax shall have the ability to drag along consortium members with respect to any bona fide third party offer for cash consideration and at a price equating to not less than original cost plus a 15% CAGR.

• John Campion may not transfer his shares in Management before 1 November

2019, except to an entity or trust, controlled by him, and thereafter will be subject to a right of first offer in favour of Fairfax, ACON and ACM.

• Laurence Anderson may not transfer his shares in Management before the fourth

anniversary of the offer no longer being capable of acceptance. except to an entity or trust controlled by him, and thereafter will be subject to a right of first offer in favour of the Fairfax, ACON and ACM.

• Unless the drag right is triggered requiring Target Shares to be transferred,

Management and Laurence Anderson shall not transfer the Target Shares before the fourth anniversary of the offer no longer being capable of acceptance, except to an entity or trust controlled by John Campion (in the case of Management) or Laurence Anderson.

Customary information and inspection rights to be guaranteed to all Consortium

members, including quarterly (unaudited) and annual (audited) financial reports and a call with management no less than quarterly

Reimbursement for out-of-pocket expenses, including in connection with service on the Board of Directors and legal review of documents

Management

John Campion initially to be appointed as Chairman of the board of directors

Laurence Anderson initially to be appointed as CEO

LNDOCS01/932861.25F 34

Schedule 2

Rule 2.7 Announcement

1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF

THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 October 2015

RECOMMENDED CASH OFFER

for

APR Energy plc ("APR Energy")

by

Apple Bidco Limited ("Bidco")

an entity jointly controlled by Fairfax Financial Holdings Limited ("Fairfax"), ACON Equity

Management, LLC ("ACON") and Albright Capital Management LLC ("ACM") (together the "Joint

Bidders")

Summary

The Board of Bidco, and the Independent APR Energy Directors, are pleased to announce that they have

reached agreement regarding the terms of a recommended cash offer for APR Energy by Bidco through

which the entire issued and to be issued ordinary share capital of APR Energy, other than the

Committed APR Energy Shares, will be acquired by Bidco, an entity jointly controlled by the Joint

Bidders (the "Offer").

Under the terms of the Offer, APR Energy Shareholders will be entitled to receive:

For each APR Energy Share: 175 pence in cash

The Offer values the entire issued and to be issued ordinary share capital of APR Energy at

approximately £165 million and represents a premium of approximately:

87.7 per cent. to the closing price of 93 pence per APR Energy Share on 2 October 2015 (being the

last Business Day prior to the commencement of the Offer Period), and

68.6 per cent. to the volume weighted average closing price of 104 pence per APR Energy Share for

the 3 months ended on 23 October 2015 (being the last Business Day before the date of this

announcement).

In addition, the Joint Bidders intend to supply additional funding to the APR Energy Group in an

aggregate amount of US$ 200 million (the "Recapitalisation Funding") within 31 Business Days of the

Offer becoming or being declared unconditional in all respects.

Approximately US$ 150 million of the Recapitalisation Funding is to be applied to prepay part of the

outstanding term loans of the APR Energy Group under the Credit Agreement. The remainder of the

Recapitalisation Funding (approximately US$ 50 million) is to be used by APR Energy for working

capital and transaction costs.

The Offer will be conditional on the following matters (amongst other things), full details of which are

set out in Appendix I:

2

valid acceptances being received in respect of APR Energy Shares which constitute not less than 90

per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy

Shares to which the Offer relates and of the voting rights attached to those APR Energy Shares;

APR Energy not having agreed to undertake any additional obligations in any amendment to the

Credit Agreement that would remain effective after the date on which the Offer becomes or is

declared unconditional in all respects (other than pursuant to the Amendment and Waiver

Agreement);

as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects,

there not being any Default under the Credit Agreement as a consequence of which the Lenders are

or would be entitled to take enforcement action under the Credit Agreement, subject to certain

exceptions; and

approval of certain arrangements (including the contribution of 4,621,951 APR Energy Shares in

aggregate to Bidco in consideration of the issue of 4,621,951 ordinary shares in the capital of

Bidco) with JCLA, an entity jointly controlled by John Campion and Laurence Anderson, the

chairman and chief executive officer of APR Energy respectively, Laurence Anderson (in his

personal capacity) and Lee Munro, the chief financial officer of APR Energy (as more fully

described in section 9 of this announcement, the “Management Arrangements”), by the

Independent Shareholders at the General Meeting.

The APR Energy Shares to which the Offer relates do not include the Committed APR Energy Shares,

being (i) the 27,322,539 APR Energy Shares, in aggregate, held by entities controlled by Fairfax and

ACM and (ii) 4,621,951 of the APR Energy Shares held by JCLA, Laurence Anderson and Lee Munro.,

which together represent approximately 33.9 per cent. of APR Energy's issued share capital.

The Joint Bidders and, subject to the approval by the Independent Shareholders of the Management

Arrangements, JCLA, Laurence Anderson and Lee Munro have agreed to procure the transfer to Bidco

of the Committed APR Energy Shares (on the basis of a value of 175 pence per APR Energy Share) in

return for shares in the capital of Bidco.

Following the Offer becoming or being declared unconditional in all respects Bidco intends to seek to

delist APR Energy from the main market of the London Stock Exchange which will eliminate the

liquidity of the APR Energy Shares for any remaining shareholders.

In the context of the circumstances described in sections 5 to 8 of this announcement, the Independent

APR Energy Directors, who have been so advised by Barclays as to the financial terms of the Offer,

consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the

Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the

Board of APR Energy.

Accordingly, the Independent APR Energy Directors intend unanimously to recommend that the APR

Energy Shareholders accept or procure acceptance of the Offer, as Shonaid Jemmett-Page, being the

only Independent APR Energy Director who holds APR Energy Shares, has irrevocably undertaken to

do in respect of her own beneficial holding of 786 APR Energy Shares and to vote in favour of the

approval of the Management Arrangements at the General Meeting.

Bidco has also received irrevocable undertakings to accept the Offer from:

3

JCLA in respect of 2,429,512 APR Energy Shares, being all the APR Energy Shares it holds which

are not Committed APR Energy Shares, and representing approximately 2.6 per cent. of APR

Energy's issued share capital and 3.9 per cent. of the APR Energy Shares to which the Offer relates;

and

Lee Munro, the chief financial officer of APR Energy, in respect of 70,784 APR Energy Shares,

being all the APR Energy Shares he holds which are not Committed APR Energy Shares, and

representing approximately 0.1 per cent. of APR Energy's issued share capital and 0.1 per cent. of

the APR Energy Shares to which the Offer relates; and

General Electric International, Inc. in respect of its own beneficial holding of 15,453,129 APR

Energy Shares representing approximately 16.4 per cent. of APR Energy's issued share capital and

24.8 per cent. of the APR Energy Shares to which the Offer relates.

General Electric International, Inc. has also undertaken to vote in favour of the approval of the

Management Arrangements at the General Meeting.

Further details of these irrevocable undertakings are set out in Appendix III.

It is intended that the Offer be effected by means of a takeover offer within the meaning of Part 28 of

the Companies Act.

The Offer Document, containing further information about the Offer, will be published, other than with

the consent of the UK Panel, within 28 days of this announcement (or such later date as the UK Panel

may agree) and will be made available on Fairfax's website at www.fairfax.ca and APR Energy’s

website at http://www.aprenergy.com/offer-apr-energy-plc.

Commenting on today's announcement, Haresh Jaisinghani, APR Energy’s Interim Senior Independent

Director said: "Today's announcement brings to an end a period of uncertainty for the company and its

shareholders. Although APR Energy has built a good and differentiated business in an exciting and

growing sector, it has become clear that a more sustainable and long term financial platform was

required for the company to fulfil its ambitions. Taking this into account, the Independent APR Energy

Directors unanimously believe that today's offer presents fair value to shareholders."

Commenting on today's announcement, Prem Watsa, the Fairfax Chairman and CEO said: "As long

term shareholders in the company, we have seen first-hand the quality of the management team and the

size of the market opportunity. Given the volatility of the market, combined with the capital intensive

nature of the business, we believe that APR Energy would benefit from a period as a privately held

company as it seeks financial stability. We are looking forward to providing the long term stability that

APR Energy needs."

Commenting on today's announcement, Aron Schwartz, a Managing Partner at ACON said: "APR

Energy has an entrepreneurial management team, with an exceptional track record of growing

businesses in the temporary power sector. We believe that the need for APR Energy's services is

supported by powerful macro trends and that the company's dramatically improved balance sheet

following the transaction will position APR Energy as the partner of choice for temporary power

solutions. The Joint Bidders' expertise and patient capital will give the company the resources it needs to

deliver against its significant opportunity."

Commenting on today's announcement, Gregory Bowes, the Managing Principal of ACM said: "ACM is

excited to continue our longstanding support of the APR Energy management team. Global markets

continue to suffer from structural power shortage. Utilising the atest techno ogies to c ose that ga ,

4

es ecia y aero-deri ati e turbines ith reduced en ironmenta impacts, represents a significant

opportunity and a means of providing a profoundly positive social impact, delivering cost-efficient and

reliable electricity to those who would otherwise go without."

Commenting on today's announcement, Laurence Anderson, the APR Energy CEO said: "Following

today's announcement we can now look forward to the future with renewed confidence. While we have

enjoyed tremendous growth in the past, the markets we operate in by their nature can be unpredictable.

Having spent time with Fairfax, ACON and ACM, it is clear that they understand our market, appreciate

our people, share our vision and support our long term strategy. We strongly believe that as a result of

our technological leadership and operational excellence, we provide the most compelling offer in our

sector."

This summary should be read in conjunction with, and is subject to, the full text of this announcement

(including its Appendices). The Offer will be subject to the conditions and certain further terms set out in

Appendix I and to the full terms and conditions which shall be set out in the Offer Document. Appendix II

contains the sources of information and bases of calculation of certain information contained in this

announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the

Offer, and Appendix IV contains definitions of certain expressions used in this announcement.

APR Energy will be holding a conference call for analysts and shareholders today at 8.30am GMT (4.30am

EDT). The call can be accessed as follows:

UK Toll Number: 0203 139 4830

UK Toll-Free Number: 0808 237 0030

US Toll Number: 1 718 873 9077

US Toll-Free Number: 1 866 928 75171

Other International Dialling Codes:

http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdf

Participant Pin: 82277304#

Enquiries:

Ondra Partners (financial adviser to Bidco, Fairfax, ACON and ACM) +44 (0) 20 7082 8750

Robert Hingley

Cassandre Danoux

APR Energy +1 904 223 8488

Manisha Patel (investors)

Alan Chapple (media)

+1 904 517 5135

+1 904 223 2277

Barclays (financial adviser to APR Energy)

+44 (0) 20 7623 2323

5

Raymond Raimondi

Matthew Smith

Gaurav Gooptu

Numis (corporate broker to APR Energy)

+44 (0) 20 7260 1000

Ben Stoop

Stuart Skinner

CNC (PR adviser to APR Energy) +44 (0) 20 7307 5344

Richard Campbell

Michael Kinirons

+44 (0) 7775 784 933

+44 (0) 7827 925 090

Further Information

Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct

Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the

Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the

protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other

matter referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom

by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR

Energy and no one else in connection with the Offer and will not be responsible to anyone other than APR

Energy for providing the protections afforded to clients of Barclays nor for providing advice in relation to

the Offer or any other matter referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is

acting exclusively for APR Energy and no one else in connection with the matters described herein and will

not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or

for providing advice in relation to the matters described herein.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is

acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters

as described herein and will not be responsible to anyone other than APR Energy for providing the

protections afforded to clients of Greenhill nor for providing advice in relation to certain financial

restructuring matters as described herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form

part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire,

subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of

any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise nor

shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in

contravention of any applicable laws. Any response or decision in respect of the Offer should be made only

on the basis of information contained in the Offer Document, which will contain the full terms and

6

conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to

read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus-equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the

information disclosed may not be the same as that which would have been disclosed if this announcement

had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons

who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by

laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and

regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe

any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements

may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being,

and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from

any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and

trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted

Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made,

directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not

limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign

commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction

and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under

applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is

urged to consult their independent professional adviser regarding the tax consequences of accepting the

Offer.

Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the

Offer Document.

Notice to US investors

The Offer is being made for securities of an English company and APR Energy Shareholders in the United

States should be aware that this announcement, the Offer Document and any other documents relating to the

Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format

and style, all of which differ from those in the United States. APR Energy's financial statements, and all

financial information that is included in this announcement or that may be included in the Offer Document,

or any other documents relating to the Offer, have been or will be prepared in accordance with International

Financial Reporting Standards and may not be comparable to financial statements of companies in the

United States or other companies whose financial statements are prepared in accordance with US generally

accepted accounting principles.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws

and otherwise in accordance with the requirements of English law, the Code, the UK Panel, the London

Stock Exchange and the Financial Conduct Authority. Accordingly, the Offer will be subject to disclosure

and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement

7

procedures and timing of payments that are different from those applicable under United States domestic

tender offer procedures and law.

Neither the United States Securities and Exchange Commission (the "SEC") nor any US state securities

commission has approved or disapproved the Offer or passed any opinion upon the adequacy or

completeness of this announcement or the Offer Document. It may be difficult for US holders of APR

Energy securities to enforce their rights under and any claim arising out of the US federal securities laws,

since Fairfax, Bidco and APR Energy are located outside of the United States, and some or all of their

officers and directors may be resident outside of the United States.

Forward Looking Statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking

statements" which are prospective in nature. All statements other than statements of historical fact, are or

may be deemed to be, forward-looking statements. Forward-looking statements are based on current

expectations and projections about future events and are therefore subject to known and unknown risks and

uncertainties which could cause actual results, performance or events to differ materially from the future

results, performance or events expressed or implied by the forward-looking statements. Often, but not

always, forward-looking statements can be identified by the use of forward-looking words such as "plans",

"expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends",

"anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or

words or terms of similar substance or the negative thereof, as well as variations of such words and phrases

or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably"

or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks

and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected

results and are based on certain key assumptions. Many factors could cause actual results to differ

materially from those projected or implied in any forward-looking statements. Due to such uncertainties and

risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak

only as of the date of this announcement. Any forward-looking statements made in this announcement on

behalf of the Joint Bidders, Bidco or APR Energy are made as of the date of this announcement based on the

opinions and estimates of directors of the Joint Bidders, Bidco and APR Energy, respectively. Each of the

Joint Bidders, Bidco and APR Energy and their respective members, directors, officers, employees, advisers

and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to

update or revise any forward-looking or other statements contained in this announcement, whether as a result

of new information, future events or otherwise, except as required by applicable law. Neither the Joint

Bidders, Bidco, APR Energy or their respective members, directors, officers or employees, advisers or any

person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the

events expressed or implied in any forward-looking statements in this announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of the Joint Bidders, Bidco or

APR Energy. All subsequent oral or written forward-looking statements attributable to the Joint Bidders,

Bidco or APR Energy of their respective members, directors, officers, advisers or employees or any person

acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

8

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly,

figures shown for the same category presented in different tables may vary slightly and figures shown as

totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this announcement (including any statement of estimated synergies) is intended or shall be

deemed to be a forecast, projection or estimate of the future financial performance of Bidco or APR Energy

for any period and no statement in this announcement should be interpreted to mean that cash flow from

operations, earnings, or earnings per share or income of those persons (where relevant) for the current or

future financial years would necessarily match or exceed the historical published cash flow from operations,

earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant

securities of an offeree company or of any securities exchange offeror (being any offeror other than an

offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must

make an Opening Position Disclosure following the commencement of the offer period and, if later,

following the announcement in which any securities exchange offeror is first identified. An Opening

Position Disclosure must contain details of the person's interests and short positions in, and rights to

subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange

offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no

later than 3:30 pm (London time) on the 10th

Business Day following the commencement of the offer period

and, if appropriate, by no later than 3:30 pm (London time) on the 10th

Business Day following the

announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the

relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for

making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class

of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing

Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange

offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and

short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and

(ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under

Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than

3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,

to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,

they will normally be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing

Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert

with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of

whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found

in the Disclosure Table on the UK Panel's website at www.thetakeoverpanel.org.uk, including details of the

number of relevant securities in issue, when the offer period commenced and when any offeror was first

identified. You should contact the UK Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are

9

in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing

Disclosure.

Publication on website and availability of hard copies

This announcement and the display documents required to be published pursuant to Rule 26.1 of the Code

will be made available, free of charge and subject to certain restrictions relating to persons in Restricted

Jurisdictions, on Fairfax’s website at www.fairfax.ca and APR Energy's website at

http://www.aprenergy.com/offer-apr-energy-plc by no later than 12 noon (London time) on the Business Day

following the date of this announcement. For the avoidance of doubt, the contents of such websites are not

incorporated into, and do not form part of, this announcement.

APR Energy Shareholders may request a copy of this announcement in hard copy form by writing to Capita

Asset Services, 34 Beckenham Road, Beckenham, BR3 4TU or by calling them on 0871 664 0300 from

within the UK or on +44 (0)20 8639 3399 from outside the UK. Calls cost 12p per minute plus your phone

company's access charge. Calls outside the United Kingdom will be charged at the applicable international

rate. Opening hours are between 09:00 – 17:30, Monday to Friday excluding public holidays in England and

Wales.

If you are in any doubt about the contents of this announcement or the action you should take, you are

recommended to seek your own independent financial advice immediately from your stockbroker, bank

manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets

Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate

authorised independent financial adviser.

10

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF

THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 October 2015

RECOMMENDED CASH OFFER

for

APR Energy plc ("APR Energy")

by

Apple Bidco Limited ("Bidco")

an entity jointly controlled by Fairfax Financial Holdings Limited ("Fairfax"), ACON Equity

Management, LLC ("ACON") and Albright Capital Management LLC ("ACM") (together the "Joint

Bidders")

1. Introduction

The Board of Bidco, and the Independent APR Energy Directors are pleased to announce that they

have reached agreement on the terms of a recommended cash offer by Bidco for the acquisition of

the entire issued and to be issued ordinary share capital of APR Energy, other than the Committed

APR Energy Shares (the "Offer"). Under the terms of the Offer, APR Energy Shareholders will be

entitled to receive 175 pence in cash per APR Energy Share.

It is Bidco’s current intention that the Offer, which values the entire issued and to be issued

ordinary share capital of APR Energy at approximately £165 million, will be financed by equity

commitments from the Joint Bidders. For cash confirmation purposes, Bidco has obtained financing

pursuant to a commitment letter provided by the Bank of Montreal for the full amount of the

consideration required, which is guaranteed by Fairfax.

2. The Offer

Under the terms of the Offer, which shall be subject to the conditions and further terms set out in

Appendix I to this announcement and to be set out in the Offer Document, APR Energy

Shareholders shall be entitled to receive:

For each APR Energy Share: 175 pence in cash

The Offer values the entire issued and to be issued ordinary share capital of APR Energy at

approximately £165 million and represents a premium of approximately:

87.7 per cent. to the closing price of 93 pence per APR Energy Share on 2 October 2015 (being

the last Business Day prior to the commencement of the Offer Period; and

68.6 per cent. to the volume weighted average closing price of 104 pence per APR Energy

Share for the 3 months ended 23 October 2015 (being the last Business Day before the date of

this announcement).

The Offer will be conditional on Bidco receiving valid acceptances of the Offer in respect of not

less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the

APR Energy Shares to which the Offer relates and of the voting rights attached to those APR

11

Energy Shares. The APR Energy Shares to which the Offer relates do not include the Committed

APR Energy Shares, being (i) the 27,322,539 APR Energy Shares, in aggregate, held by entities

controlled by Fairfax and ACM, respectively , and (ii) 4,621,951 APR Energy Shares held by JCLA

(an entity jointly controlled by John Campion and Laurence Anderson, the Chairman and chief

executive officer, respectively, of APR Energy), Laurence Anderson and Lee Munro, in aggregate,

which they have agreed (subject to the approval of the Independent Shareholders) to transfer to

Bidco in consideration for ordinary shares in the capital of Bidco, which represent, in aggregate,

approximately 33.9 per cent. of APR Energy's issued share capital.

The Joint Bidders and, subject to the approval of the Independent Shareholders as part of the

Management Arrangements described more fully in section 9 below, JCLA, Laurence Anderson

and Lee Munro have agreed to procure the transfer to Bidco of the Committed APR Energy Shares

(on the basis of a value of 175 pence per APR Energy Share) in return for ordinary shares in the

capital of Bidco immediately upon the Offer having become or been declared unconditional in all

respects and being closed, such that it is no longer capable of acceptance, as described in section 9

below (in the case of JCLA, Laurence Anderson and Lee Munro) and section 14 below (in the case

of Fairfax and ACM).

Whilst there can be no assurance that if Bidco does not receive acceptances in respect of at least 90

per cent. of the APR Energy Shares to which the Offer relates, it will nonetheless declare the Offer

unconditional as to acceptances, if Bidco does do so and assuming that all of the other conditions of

the Offer have been satisfied or waived (if capable of being waived), then Bidco intends to request

the Board of APR Energy at the relevant time (subject to their fiduciary duties) delist APR Energy

from the main market of the London Stock Exchange and convert APR Energy into a private

limited company.

3. Conditions to the Offer

The Offer will be conditional upon the satisfaction of the conditions set out in Appendix I,

including:

valid acceptances being received in respect of APR Energy Shares which constitute not less

than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the

APR Energy Shares to which the Offer relates and of the voting rights attached to those APR

Energy Shares;

APR Energy not having agreed to undertake any additional obligations in any amendment to

the Credit Agreement that would remain effective after the date on which the Offer becomes or

is declared unconditional in all respects (other than pursuant to the Amendment and Waiver

Agreement);

as at a closing date on which the Offer must lapse unless it is declared unconditional in all

respects, there not being any Default under the Credit Agreement as a consequence of which

the Lenders are or would be entitled to take enforcement action under the Credit Agreement,

subject to certain exceptions;

approval of the Management Arrangements by the Independent Shareholders at the General

Meeting; and

satisfaction of those other conditions listed in Appendix I.

12

Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any

breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any

event not caused by or directly related to APR Energy that could lead to a Default under the Credit

Agreement.

APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the

Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could

permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of

the Credit Agreement following any relevant cure period or expiry of any period of time.

The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the

UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances,

or, if having become or been declared wholly unconditional as to acceptances, it has not become or

been declared wholly unconditional in all respects.

In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or

be declared unconditional as to acceptances unless Bidco, together with its wholly owned

subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or

otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights

then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by

Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the

purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when

combined with the APR Energy Shares committed under the irrevocable undertakings further

described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights

then normally exercisable at a general meeting of APR Energy. The Committed APR Energy

Shares held by JCLA, Laurence Anderson and Lee Munro will not count for the purpose of the

satisfaction of the requirements of Rule 10.

4. Background to and reasons for the Offer

The Joint Bidders believe that there are significant opportunities in the supply of energy in

emerging markets, driven by economic and population growth and so demand for power. At the

same time, many emerging markets suffer from inadequate infrastructure, difficulties in obtaining

financing for, and long lead times to construct, permanent power generation infrastructure and

emergency needs following natural or man-made disasters.

The Joint Bidders believe that APR Energy, which provides temporary 'turnkey' power solutions at

short notice, is well-placed to take advantage of these opportunities. There are only a relatively

small number of companies able to provide temporary power solutions globally and the Joint

Bidders believe that the barriers to entry remain significant, given the need for significant

investment in plant and machinery and long lead times with equipment suppliers, as well as the

need to offer an efficient, integrated installation service and a global delivery and logistics

capability.

In the 3 years to December 2013, APR Energy's revenue and profits grew strongly. More recently,

however, APR Energy has faced financial and operational difficulties because of increased

geopolitical and global economic uncertainty. These have led to significant threats to APR Energy’s

future viability. These difficulties, and the measures taken by the Board to address them, are

described in detail in section 5 below.

13

However, the Joint Bidders believe that the need for APR Energy’s ser ices is supported by

powerful macro-economic trends and that the longer-term opportunities for its business are highly

attractive. Global markets continue to suffer from structural power shortages. New technologies

can help close that gap, especially aeroderivative turbines with reduced en ironmenta impacts.

This represents not only a significant commercial opportunity but also a means of delivering

widespread social benefits in emerging markets by making available cost-efficient and reliable

electricity to those who would otherwise have limited or no access to power. APR Energy's

improved financial position and stability of ownership following the Offer will provide it with the

resources it needs to deliver against its significant opportunity and resume profitable growth.

5. APR Energy’s financial condition and procedures leading to the Offer

Since the start of 2015, the APR Energy Group has experienced deterioration in its financial

performance, with revenues for the 6 months to 30 June 2015 being reduced (down to US $122.2

million from US $254.2 million for the first 6 months of 2014). In addition, there has been a

reduction in adjusted EBITDA (down to US $48.3 million for the 6 months to 30 June 2015 from

US $141.7 million for the first 6 months of 2014).

A key cause of this deterioration has been the termination of power supply contracts in Libya and

the need to redeploy significant generating assets in a contracting market where the APR Energy

Group has been exposed to increased competition, latency in demand and pricing pressure.

This difficult trading context continues to have an adverse effect on APR Energy's financial

performance. The market has continued to be challenging while the APR Energy Group has been

trying to redeploy a significant proportion of its power generating assets. In addition, as a result of

these conditions, the APR Energy Group has experienced a significant reduction in its liquidity.

As a consequence of the difficult trading environment, the lack of deployment of power generating

assets from Libya and elsewhere and the costs incurred in seeking to extract and redeploy these

assets, the APR Energy Group became unable to satisfy the financial covenants in the Credit

Agreement and therefore negotiated a relaxation of these covenants with the Lenders on 31 March

2015. Notwithstanding this, subsequent reforecasts led APR Energy to announce, in its interim

results announcement on 26 August 2015, that it was expecting to breach its financial covenants as

at the 30 September covenant testing date and on subsequent covenant testing dates. Following a

continuing dialogue with the Lenders, an extension of the financial covenant testing date until 31

October 2015 was granted on 30 September 2015. After 31 October 2015, the APR Energy Group

would have been in a position where a breach of its financial covenants as at 31 October 2015

would, within a relatively short time, have entitled the Lenders to demand repayment of their Loans

and to enforce their security in the absence of a further waiver or amendment to the terms of its loan

facilities (which could involve an accelerated consensual restructuring agreement with the Lenders

whereby they convert significant amounts of their Loans into equity share capital) or some form of

rescue finance (potentially on dilutive terms). If such a breach of its financial covenants had

occurred and was not able to be resolved quickly through consensual restructuring or rescue

finance, the APR Energy Group would not have had the funds necessary to repay the Loans in full

and the Board of APR Energy would not have been able to allow the APR Energy Group to

continue incurring trading and further financing liabilities, but would have been obliged to consider

filing for bankruptcy protection or pursuing a winding up of APR Energy.

14

Initially, in January 2015, APR Energy retained Barclays to help it to explore options for a sale of

APR Energy, with a view to providing an exit opportunity for shareholders if terms acceptable to

them could be obtained.

Barclays invited a number of interested parties to submit proposals and, in response, several

proposals of different types were received and considered carefully between the first and third

quarters of 2015. In the course of this process, as the APR Energy Group's financial condition and

prospects deteriorated, it became apparent that a sale of APR Energy was unlikely to be possible

unless executed in conjunction with a refinancing or financial restructuring arrangement.

In connection with the sale process, in March 2015, the Board of APR Energy also established a

committee comprised solely of the Independent APR Energy Directors in order to monitor the

progress of proposals received in the course of the process described above. John Campion,

Laurence Anderson and Gregory Bowes (the member of the Board of APR Energy nominated by

ACM) did not form part of this committee as, at the time it was established, it was considered

possible that they might in due course become associated with one or more potential offerors for

APR Energy. The Independent APR Energy Directors met at regular intervals, without the other

members of the Board of APR Energy present, to review proposals submitted to APR Energy and

took advice from Barclays in connection with these proposals.

In July 2015, APR Energy also separately engaged Greenhill as a financial restructuring adviser.

After analysing the APR Energy Grou ’s financia osition and trading ros ects, Greenhi

advised APR Energy that options for refinancing needed to be considered on an expedited basis

given (i) the financial condition and trading prospects of the APR Energy Group, (ii) its constrained

liquidity position and (iii) the fact that the APR Energy Group might become exposed to a potential

default and acceleration of its loan facilities as a result of a breach of its financial covenants as at 30

September 2015 when it had no clear prospect of a waiver. Greenhill also advised that the APR

Energy Group should seek a longer term modification of its financing arrangements to provide

stability to its capital structure.

Under English law, the Board of APR Energy is required to take account of the interests of

creditors where APR Energy may be unable to repay its borrowings and, having consulted with

certain of the APR Energy Group's largest Lenders in connection with its financial position and the

possibility of the offer for APR Energy, it became clear that the Board of APR Energy should seek

to pursue a proposal which was already under discussion with the Joint Bidders, which provided for

the Recapitalisation Funding in addition to an offer at the Offer Price. It was also clear that, in view

of the APR Energy Group's financial condition and trading prospects, no offer for APR Energy

would be made, by the Joint Bidders or others, unless accompanied by an amendment of the APR

Energy Grou ’s financing arrangements hich ou d a o a ne o ner to count on a eriod of

financial stability during which concerted efforts could be made to revive the APR Energy Group's

business at the operating level.

Having regard to the financial restructuring advice provided to APR Energy by Greenhill, and the

advice on the relevant proposals provided to APR Energy by Barclays, and on the basis of a

decision of the UK Panel to permit Fairfax and ACM to launch the Offer as Joint Bidders

notwithstanding their existing shareholdings in APR Energy, the Independent Directors ultimately

decided that APR Energy should pursue the proposal submitted by the Joint Bidders and engage

with them to seek terms on which an offer might be made in conjunction with a refinancing

proposal acceptable to the Lenders.

15

The Board of APR Energy, and the Independent APR Energy Directors separately, also considered

a number of other proposals which might potentially have been available but concluded that the

Joint Bidders' proposal offered the best available prospect of addressing the entitlements of the

Lenders while also obtaining value for shareholders. The Board of APR Energy specifically

considered the possibility of attempting a third party capital raising, a rights issue or some other

form of equity capital raising from APR Energy Shareholders, but it became clear that the terms

and timing on which this might be possible, and the uncertainties surrounding execution of such

proposals, would carry a substantial risk of failure to conclude arrangements of this nature in a time

frame and on terms acceptable to the Lenders and might also substantially dilute the value of APR

Energy’s existing equity share ca ita .

After a lengthy period of review and discussion, the Joint Bidders' proposal, which includes the

Offer and also the Recapitalisation Funding, was finalised on terms which the Independent APR

Energy Directors considered suitable to be submitted to APR Energy Shareholders and which

included a refinancing component accepted by the Lenders. Having conducted a thorough process

of seeking buyers who would also be willing to provide new capital, the Independent APR Energy

Directors (on the basis of advice from Barclays as Rule 3 adviser) believe that the full range of

credible alternatives has been identified and considered and that the most executable proposal

received to date has been given priority.

Under the arrangements described in section 14 below, the Offer is to be funded in part by ACM

and, under the arrangements described in section 9 below, it is proposed that, subject to the

approval of the Independent Shareholders, Management will participate in Bidco following the

Offer becoming or being declared unconditional in all respects. As a result, John Campion,

Laurence Anderson and Gregory Bowes (ACM’s nominee on the Board of APR Energy) will be

ineligible to participate in the communication of views on the Offer to APR Energy Shareholders

which is required by the Code. These views (described in section 10 below) have therefore been

formulated, and will be communicated in the Offer Document, solely by the Independent APR

Energy Directors on the basis of advice from Barclays as Rule 3 adviser (as described in section 10

below).

It is important to note that the Offer is a proposal to which neither the full Board of APR Energy

nor the Independent APR Energy Directors have authority to commit either APR Energy or APR

Energy Shareholders. Instead, the Offer requires acceptance by APR Energy Shareholders and will

be submitted for acceptance directly to APR Energy Shareholders by Bidco in the Offer Document

to be published within 28 days of this announcement (or by such later date as the UK Panel may

agree).

APR Energy Shareholders should also note that, if the Offer is not accepted by the necessary

proportion of APR Energy Shareholders and, as a result, does not become unconditional in all

respects, the waiver described in section 6 below will lapse and the Amendment described in

section 6 below will not come into effect. In those circumstances, the Board of APR Energy may

not be in a position to negotiate alternative arrangements to permit the APR Energy Group's

financial survival in its current form, whether under a quoted holding company or otherwise.

It is impossible at this time to predict with certainty the consequences of a failure of the Offer, but

the Board of APR Energy would be obliged to consider all available alternatives, including: (i)

exploring an accelerated consensual restructuring agreement with the Lenders whereby they convert

significant amounts of their Loans into equity share capital; (ii) seeking rescue finance (potentially

16

on dilutive terms) from one or more third parties on an expedited basis; or (iii) seeking bankruptcy

protection under a statutory procedure.

All three options will or may dilute or eliminate the equity value of the APR Energy Group and

may also remove liquidity in APR Energy Shares, either for a period or on a permanent basis, as a

consequence of a delisting or suspension of trading.

6. Waiver and Amendment of the Credit Agreement

As described in section 5 above in connection with the Offer, APR Energy and the Joint Bidders

have reached an agreement (the "Amendment and Waiver Agreement") with the Lenders which

provides for a period of stability with respect to the APR Energy Group's finances. The

Amendment and Waiver Agreement is conditional on the provision by the Joint Bidders of

additional funding to the APR Energy Group in an aggregate amount of US$200 million (the

"Recapitalisation Funding") within 31 Business Days of the Offer becoming or being declared

unconditional in all respects.

Approximately US$150 million of the Recapitalisation Funding is to be applied to prepay part of

the outstanding term loans of the APR Energy Group under the Credit Agreement. The remainder

of the Recapitalisation Funding (approximately US$50 million) is to be used by APR Energy for

working capital and transaction costs.

For the purpose of Rule 19.8 of the Code, the Joint Bidders intend to provide the Recapitalisation

Funding to APR Energy within 31 Business Days (as defined in the Credit Agreement) after the

Offer becomes or is declared unconditional in all respects, by way of subscription for ordinary

shares, preference shares and/or new debt finance. The Lenders will require any Recapitalisation

Funding which takes the form of debt finance to be subordinated to their own entitlements under

the Credit Agreement.

At the time at which the subscription of the Recapitalisation Funding takes place, the Joint Bidders

will control a majority of the voting share capital of APR Energy and may also have appointed a

majority of the Board of APR Energy. As a consequence, there will be no contractual or

governance arrangements which control the commercial terms on which the Recapitalisation

Funding may be contributed to APR Energy, other than the subordination terms imposed for the

benefit of the Lenders. In particular, no arrangements will exist to require that such terms do not

adversely affect the value of the existing APR Energy Shares, including any such shares still held at

that time by any APR Energy Shareholder who has not accepted the Offer.

Under the Amendment and Waiver Agreement, the Required Lenders have agreed, among other

things:

to grant, with effect from 26 October 2015, the following waivers (together, the "Waiver"):

a waiver of the testing of the leverage ratio and fixed charge coverage ratio covenants in

the Credit Agreement for all quarterly testing periods up to and including the quarter

ending on 30 September 2016 (the "Relief Period"); and

a waiver of substantially all other defaults that may occur during the Relief Period other

than failure to pay amounts becoming due under the Credit Agreement, failure to observe

reporting obligations under the Credit Agreement, failure to comply with the sanctions

covenants in the Credit Agreement, or the occurrence of an insolvency event in relation to

the APR Energy Group;

17

to the following principal amendments to the Credit Agreement (together, the "Amendment")

coming into effect from the date on which the Offer becomes or is declared unconditional in all

respects:

until the Recapitalisation Funding is provided and the related repayment of the term loans

under the Credit Agreement is made, US$20 million of the revolving credit commitments

under the Credit Agreement are blocked and may not be drawn by the APR Energy Group;

a requirement for minimum liquidity (revolving credit commitment availability plus

available cash) of US$20 million during the Relief Period and at any time thereafter that

leverage exceeds 3.25 times;

commencing with the quarter ending on 31 December 2016, quarterly leverage ratio and

interest coverage covenants at new testing levels;

the deletion of the fixed charge coverage ratio covenant;

commencing with the financial year ending on 31 December 2017, an annual excess cash

flow requirement which will require prepayment of the outstanding term loans of the APR

Energy Group under the Credit Agreement with 50 per cent. of such excess cash flow at

any time that leverage exceeds 3.25 times;

eliminating term loan scheduled principal amortisation payments up to and including 30

September 2016, and reducing all remaining amortisation payments from and after 31

December 2016;

an increase of 25 basis points in the interest rates applicable to the outstanding obligations

of the APR Energy Group under the Credit Agreement; and

certain other amendments and definitional changes.

The Amendment will come into effect on the date on which the Offer becomes or is declared

unconditional in all respects. The Waiver is immediately effective as at 26 October 2015 but it will

cease to have effect, and the Amendment will cease to be capable of coming into effect:

if the Offer Document is not published within 28 days after the date of this announcement (or

such later date as the UK Panel may allow), on the date falling 10 Business Days after such

date; or

if the Offer is not declared, and does not otherwise become, unconditional in all respects on or

prior to the date which falls 60 days after the date of publication of the Offer Document (or

such later date as the UK Panel may allow, but not later than 10 February 2016), on the date

falling 10 Business Days after such date.

The Waiver will also cease to have effect on the date which falls two (2) Business Days after the

date on which the Offer becomes or is declared unconditional in all respects. However, so long as

this occurs not later than 60 days after the publication of the Offer Document (or such later time

and date as the UK Panel may permit, but not later than 10 February 2016), the Amendment will

instead come into effect and this will (i) provide permanent relief in relation to the breaches of

financial covenants and other potential Defaults or Events of Default (in each case as defined in the

Credit Agreement) previously provided by the Waiver and (ii) provide on-going relief in relation to

the financial covenants and other matters addressed in the Amendment.

18

The Waiver will also cease to have effect if, after the date of this announcement, there occurs any

Default or Event of Default which has not been waived by the Waiver. The principal Defaults and

Events of Default in this category are failure to pay amounts when due under the Credit Agreement,

failure to observe reporting obligations under the Credit Agreement, failure to comply with the

sanctions covenants in the Credit Agreement, or the occurrence of an insolvency event in relation to

the APR Energy Group.

7. Insolvency and Default Condition

APR Energy Shareholders should take note of the terms of the Insolvency and Default Condition.

The effect of the Insolvency and Default Condition is that, if a Default occurs under the Credit

Agreement, or if any of the other matters specified in the Insolvency and Default Condition occurs,

Bidco may be entitled, with the consent of the UK Panel, to withdraw the Offer except where the

Default has been waived in the Amendment and Waiver Agreement (as to which see section 6

above) or in the other circumstances specified in the Insolvency and Default Condition.

8. Offer Timetable

The Offer will have a timetable which, under the Code, will require it to lapse if it has not become

or been declared unconditional in all respects on the day which falls 60 days after the date on which

the Offer Document is published (or such later date as the UK Panel may permit) and on the same

date as the Offer becomes or is declared unconditional as to acceptances. Assuming the Offer

Document is published when required by the Code (i.e. on 23 November 2015), this date will be 22

January 2016.

The first closing date of the Offer (i.e. the earliest date on which the Offer may lapse if it has not

yet become or been declared unconditional in all respects) will not be earlier than 4 January 2016or,

if the Offer Document is published later than 2 December 2015 (which would require the approval

of the UK Panel), 20 Business Days after the publication of the Offer Document.

All the times and/or dates (other than references to Business Days) referred to in this announcement

are to those times and/or dates as determined by Greenwich Mean Time, unless otherwise stated.

9. Management Arrangements

The Joint Bidders have agreed with John Campion, the chairman of the Board of APR Energy,

Laurence Anderson, the chief executive officer of APR Energy and a member of the Board of APR

Energy and Lee Munro, the chief financial officer of APR Energy, the terms of their continued

participation in APR Energy after the Offer becomes or is declared unconditional in all respects,

subject to the approval of the Independent Shareholders, as follows:

Pursuant to the Management Rollover Agreement, JCLA will contribute 4,511,951 APR

Energy Shares to Bidco in consideration for the issue of 4,511,951 ordinary shares in the

capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the

Offer no longer being capable of acceptance;

Pursuant to the LA Rollover Agreement, Laurence Anderson will contribute 10,000 APR

Energy Shares (being his entire holding of APR Energy Shares) to Bidco in consideration for

the issue of 10,000 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per

APR Energy Share and conditional upon the Offer no longer being capable of acceptance;

19

Pursuant to the LM Rollover Agreement Lee Munro will contribute 100,000 APR Energy

Shares to Bidco in consideration for the issue of 100,000 ordinary shares in the capital of Bidco

at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer

being capable of acceptance;

Pursuant to the Management Rollover Agreement, JCLA may not transfer its shares in the

capital of Bidco (save that JCLA may (i) transfer to Laurence Anderson or to a legal person

Laurence Anderson controls, in aggregate, the number of shares in the capital of Bidco as

equals 4,511,951 multiplied by the proportion of JCLA that Laurence Anderson holds on 26

October 2015; and (ii) transfer to John Campion or to a legal person John Campion controls, in

aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the

proportion of JCLA that John Campion holds on 26 October 2015) without the consent of

Bidco, until the earlier of the date on which JCLA enters into the Shareholders Agreement and

4 years after the date on which the Offer is no longer capable of being accepted;

Pursuant to the Management Rollover Agreement, John Campion may not transfer his shares in

the capital of JCLA (save to any legal person John Campion controls) without the consent of

Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 1

November 2019;

Pursuant to the Management Rollover Agreement, Laurence Anderson may not transfer his

shares in the capital of JCLA (save to any legal person Laurence Anderson controls) without

the consent of Bidco, until the earlier of the date on which he enters into the Shareholders

Agreement and 4 years after the date on which the Offer is no longer capable of being

accepted;

Pursuant to the LA Rollover Agreement, Laurence Anderson may not transfer his shares in the

capital of Bidco without the consent of Bidco, until the earlier of the date on which he enters

into the Shareholders Agreement and 4 years after the date on which the Offer is no longer

capable of being accepted;

Pursuant to the LM Rollover Agreement, Lee Munro may not transfer his shares in the capital

of Bidco without the consent of Bidco until the earlier of the date on which he enters into the

Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of

being accepted;

JCLA and Management will be granted the following rights and be subject to the following

restrictions in respect of Bidco upon entering into the Shareholders Agreement following the

Offer no longer being capable of acceptance:

JCLA will be entitled to nominate one director to the Boards of each of Bidco and APR

Energy, and shall nominate John Campion as such;

Fairfax will appoint Laurence Anderson to the Boards of each Bidco and APR Energy as

one of its three nominees to those Boards, provided that Laurence Anderson will not have

any voting rights at meetings of either Board;

JCLA’s ordinary shares in the ca ita of Bidco i be subject to a ock u (save that JCLA

may (i) transfer to Laurence Anderson or to a legal person Laurence Anderson controls, in

aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by

the proportion of JCLA that Laurence Anderson holds on 26 October 2015; and (ii)

20

transfer to John Campion or to a legal person John Campion controls, in aggregate, the

number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion

of JCLA that John Campion holds on 26 October 2015) until the date falling 4 years after

the date on which the Offer is no longer capable of being accepted;

Lee Munro’s and Laurence Anderson’s ordinary shares in the ca ita of Bidco i be

subject to a lock up until the date falling 4 years after the date on which the Offer is no

longer capable of being accepted;

Laurence Anderson’s shares in the ca ita of JCLA i be subject to a ock u (sa e in

respect of a transfer to any legal person Laurence Anderson controls) until 4 years after the

date on which the Offer is no longer capable of being accepted; and

John Campion’s shares in the ca ita of JCLA i be subject to a ock u (sa e in res ect

of a transfer to any legal person John Campion controls) until 1 November 2019, and

thereafter will be subject to a right of first offer in favour of the Joint Bidders.

It is anticipated that, in addition to the matters set out above, the Shareholders Agreement will

include certain rights of first offer, rights of first refusal and majority drag and minority tag-

along rights in respect of transfers of shares in the capital of Bidco. JCLA, Laurence Anderson

and Lee Munro will each gain the benefits and be subject to the restrictions thereof. The exact

terms of the relevant shareholders agreement are to be agreed between the Joint Bidders.

Following the Offer becoming or being declared unconditional in all respects, Bidco intends to

retain John Campion as chairman of APR Energy (although without a casting vote) and

Laurence Anderson as chief executive officer of APR Energy.

(together the "Management Arrangements").

In addition to their contributions of APR Energy Shares in consideration for the issue of ordinary

shares in the capital of Bidco as described above, each of JCLA and Lee Munro have each entered

into an irrevocable undertaking to accept the Offer for cash in respect of their remaining APR

Energy Shares, as described in section 15 below;

Robert Udell, who provides consultancy services to the management of APR Energy pursuant to a

consultancy arrangement between APR Energy and JCLA, holds a minority interest in the capital of

JCLA.

As a result of the Management Arrangements, after the Offer is closed such that it is no longer

capable of acceptance after having become or been declared unconditional in all respects:

JCLA will hold 2.3 per cent. of the ordinary share capital of Bidco if ACM and ACON meet

their maximum investment amounts as set out in section 14, and 5.5 per cent. of the ordinary

share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out

in section 14 and Fairfax provides all the additional funding required as preference shares in

the capital of Bidco.

Laurence Anderson will hold 0.01 per cent. of the ordinary share capital of Bidco if ACM and

ACON meet their maximum investment amounts as set out in section 14, and 0.01 per cent. of

the ordinary share capital of Bidco if ACM and ACON meet their minimum investment

amounts as set out in section 14 and Fairfax provides all the additional funding required as

preference shares in the capital of Bidco.

21

Lee Munro will hold 0.05 per cent. of the ordinary share capital of Bidco if ACM and ACON

meet their maximum investment amounts as set out in section 14, and 0.12 per cent. of the

ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts

as set out in section 14 and Fairfax provides all the additional funding required as preference

shares in the capital of Bidco.

Pursuant to Rule 16.2 of the Code, the Management Arrangements are required to be approved by

Independent Shareholders voting on a poll. Accordingly, a resolution to approve the Management

Arrangements will be proposed at the General Meeting. To be passed, this resolution will require

more than 50 per cent. of the votes cast by Independent Shareholders (either in person or by proxy)

to be voted in favour. APR Energy intends to convene the General Meeting to be held on a date not

later than the first closing date of the Offer (as referred to in section 7 above).

Barclays has advised the Independent APR Energy Directors that the terms of the Management

Arrangements above are fair and reasonable. In providing this advice to the Independent APR

Energy Directors, Barclays has taken into account the commercial assessments of the Independent

APR Energy Directors.

The Offer will be conditional on the Independent Shareholders approving the Management

Arrangements. The Joint Bidders view the Management Arrangements as an integral part of the

Offer and therefore intend to seek the permission of the UK Panel to lapse the Offer if the

Independent Shareholders do not approve the Management Arrangements at the General Meeting.

Full details of the terms of the Management Arrangements will be set out in the Offer Document.

Other than the Management Arrangements, there are no arrangements for the incentivisation of the

management of APR Energy currently contemplated or proposed by the Joint Bidders, nor have any

such arrangements been discussed. However, the Joint Bidders reserve the freedom to establish or

renew, after completion of the Offer, incentivisation arrangements for the benefit of the

management and other employees of the APR Energy Group.

10. Recommendation by Independent APR Energy Directors

In the context of the circumstances described in sections 5 to 8 of this announcement, the

Independent APR Energy Directors, who have been so advised by Barclays as to the financial terms

of the Offer, consider the financial terms of the Offer to be fair and reasonable. In providing its

advice to the Independent APR Energy Directors, Barclays has taken into account the commercial

assessments of the Board of APR Energy.

The Independent APR Energy Directors intend unanimously to recommend that APR Energy

Shareholders accept the Offer, as Shonaid Jemmett-Page, the only Independent APR Energy

Director who holds APR Energy Shares, has irrevocably undertaken to do in respect of her own

beneficial holding of 786 APR Energy Shares. Further details of this irrevocable undertaking,

(which also includes a commitment to vote in favour of the approval of the Management

Arrangements at the General Meeting) are set out in Appendix III.

11. Information on the Joint Bidders and Bidco

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty

insurance and reinsurance and investment management. Fairfax was founded in 1985 by the

present Chairman and Chief Executive Officer, Prem Watsa. Fairfax has been under present

22

management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on

the Toronto Stock Exchange under the symbol FFH and in U.S. dollars under the symbol FFH.U.

For the 12 months ended 31 December 2014, Fairfax reported profit before tax of

US$ 2,337.9 million and, as at 31 December 2014, had total assets of US$ 36,131.2 million.

ACON is a Washington, DC-based international private equity investment firm that manages

private equity funds and special purpose partnerships that make investments in the United States

and Latin America. Founded in 1996, ACON and its principals have managed over US$ 4 billion of

capital. In the U.S., ACON pursues a middle-market private equity investment strategy targeting

control-oriented, deep-value, complex transactions consistent with the approach that ACON has

executed since 2001. In Latin America, ACON has a flexible mandate which allows it to invest

throughout the region, acquire both controlling and minority equity interests and invest in securities

throughout the capital structure. ACON has professionals in Washington, DC, Los Angeles, Mexico

City, São Paulo and Bogotá.

ACM is an investment advisor focused exclusively on the global emerging markets. Co-founded

and chaired by former U.S. Secretary of State, Madeleine K. Albright, ACM is a team of seasoned

emerging market investment professionals that has a strategic relationship with the Albright

Stonebridge Group, a leading commercial diplomacy firm. Since inception of its first investment

vehicle in 2007, ACM has managed US$650 million of capital. ACM adheres to a value-driven

investment style throughout global and local emerging markets market cycles, seeking to capitalize

on the persistent inefficiencies and volatility of emerging markets.

Bidco is a private company limited by shares incorporated in England and Wales which has its

registered office at Park Gate, 161-163 Preston Road, Brighton, East Sussex BN1 6AU, England.

Bidco was established for the purposes of making the Offer. Bidco is owned by Fairfax and FFHL

Group Ltd., a wholly owned subsidiary of Fairfax. The Joint Bidders have agreed to subscribe for

shares in the capital of Bidco in accordance with the terms of the Joint Bidding Agreement, such

that they will hold Bidco jointly prior to the date on which the Offer becomes or is declared to be

unconditional in all respects. The Joint Bidders collectively exercise control of Bidco pursuant to

contractual rights under the Joint Bidding Agreement, in which Bidco has agreed not to take any

action in respect of the Joint Offer without the consent of the Steering Committee.

12. Information relating to APR Energy

APR Energy is one of the world's leading providers of fast-track temporary power solutions. It

provides fast, flexible and full-service power solutions, providing customers with rapid access to

reliable electricity. It installs, owns, operates and maintains power plants, providing the customer

with a turnkey solution.

Its customers range from sovereign utilities in high-growth emerging or frontier markets, to public

and private utilities in developed markets. While utilities represent its largest customer base, APR

Energy also serves a range of power-intensive industries, such as mining, which often require

dedicated power solutions.

13. Management and employees

Following the Offer becoming unconditional in all respects, Bidco intends to ensure that the

existing employment rights, including any pension rights, of the management and employees of

APR Energy will be fully safeguarded. Bidco's current plans for APR Energy do not include any

23

material change in the conditions of employment of APR Energy employees. Other than the

Management Arrangements, it is not currently intended to put incentivisation arrangements in place

after the Offer becomes or is declared unconditional in all respects. However, the Joint Bidders

reserve the freedom to establish or renew, after completion of the Offer, incentivisation

arrangements for the benefit of the management and other employees of the APR Energy Group.

14. Financing arrangements

The Offer and the Recapitalisation Funding will be financed by way of equity contributions from

the Joint Bidders, or their controlled affiliates, in accordance with the Joint Bidding Agreement,

pursuant to which:

ACM will contribute a minimum of US$ 6,000,000 and a maximum of US$ 79,800,000, by

way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share,

provided that if ACM funds to its maximum amount and ACON does not, ACM will be

entitled to take up some or all of ACON's shortfall;

ACON will contribute a minimum of US$ 75,000,000 and a maximum of US$ 171,500,000, by

way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share,

provided that if ACON funds to its maximum amount and ACM does not, ACON will be

entitled to take up some or all of ACM's shortfall; and

Fairfax will contribute a minimum of US$ 182,900,000 and a maximum of the remaining funds

required for the purposes of the Offer after ACM and ACON have made their commitments

(including any funding shortfall of the other Joint Bidders) and the Recapitalisation Funding up

to an amount whereby the aggregate commitments of the Joint Bidders equal US$ 434,200,000,

by way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share,

up to a minimum of 45 per cent. of Bidco's issued ordinary share capital and the remainder, at

Fairfax’s so e option, by way of subscription for ordinary shares in the capital of Bidco at a

price of £1.75 per share or by way of a subscription for preference shares (or other instruments

with similar economic effect) in the capital of Bidco.

Should any additional amount be required for the purpose of the Offer and the Recapitalisation

Funding as a result of any change in the US$ to £ exchange rate:

the Joint Bidders will be entitled to subscribe for ordinary shares in the capital of Bidco

at a price of £1.75 per share, (if ACM and ACON have contributed their maximum

amount as set out above) pro-rata to their commitments as set out above; or

if either ACM or ACON have not contributed their maximum amount as set out above

Fairfax will commit an amount equal to the balance in ordinary or preference shares in

the capital of Bidco, at its election provided that following such commitment Fairfax

shall hold at least 45 per cent. of the ordinary shares in the capital of Bidco.

Either:

Fairfax, in the event it subscribes for preference shares (or other instruments with similar

economic effect) in the capital of Bidco; or

in the event that Fairfax does not subscribe for any such preference shares (or other

instruments with similar economic effect), ACM or ACON (if they have contributed their

maximum amount as set out above),

24

may seek a third party investor to subscribe for ordinary shares in the capital of Bidco at a price

of £1.75. Following any such subscription by a third party investor, preference shares (or other

instruments with similar economic effect) in the capital of Bidco shall be redeemed, and

redesignated as ordinary shares in the capital of Bidco, with the proceeds of any such

subscription in accordance with their terms, provided that Fairfax shall hold not less than 45

er cent. of Bidco’s issued ordinary share ca ita fo o ing any such subscri tion.

However, for cash confirmation purposes, the Joint Bidders and Bidco have obtained a commitment

letter from the Bank of Montreal for the full amount of the cash consideration required (the "BMO

Commitment Letter"), which is guaranteed by Fairfax.

The Committed APR Energy Shares held by entities controlled by Fairfax and ACM will be

transferred to Bidco following the Offer becoming or being declared unconditional in all respects

and no longer being capable of acceptance in the following manner:

pursuant to the Joint Bidding Agreement:

United States Fire Insurance Company, Zenith Insurance Company, Riverstone

Corporate Capital Limited, First Capital Insurance Limited, Advent Capital (Holdings)

Limited, Odyssey Reinsurance Company and Newline Corporate Name Limited, being

subsidiaries of Fairfax, will contribute 17,248,719 APR Energy Shares (being its entire

holding of APR Energy Shares) to Bidco in consideration for the issue of 17,248,719

shares in the capital of Bidco; and

ACM Energy Holdings I Ltd., a directly wholly-owned subsidiary of ACM Emerging

Markets Master Fund I, L.P., in which ACM holds a general partnership interest will

contribute 10,073,820 APR Energy Shares (being its entire holding of APR Energy

Shares) to Bidco in consideration for the issue of 10,073,820 shares in the capital of

Bidco,

in each case at a valuation equal to £1.75 per APR Energy Share and conditional upon the

Offer becoming or being declared unconditional in all respects.

Pursuant to the Management Rollover Agreement and subject to the approval of the

Independent Shareholders, JCLA will contribute 4,511,951 APR Energy Shares to Bidco in

consideration for the issue of 4,511,951 shares in the capital of Bidco at a valuation equal to

£1.75 per APR Energy Share and conditional upon the Offer becoming or being declared

unconditional in all respects, and the Offer no longer being capable of acceptance.

Pursuant to the LA Rollover Agreement and subject to the approval of the Independent

Shareholders, Laurence Anderson will contribute 10,000 APR Energy Shares (being his entire

holding of APR Energy Shares) to Bidco in consideration for the issue of 10,000 shares in the

capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the

Offer becoming or being declared unconditional in all respects, and the Offer no longer being

capable of acceptance.

Pursuant to the LM Rollover Agreement and subject to the approval of the Independent

Shareholders, Lee Munro will contribute 100,000 APR Energy Shares to Bidco in

consideration for the issue of 100,000 shares in the capital of Bidco at a valuation equal to

£1.75 per APR Energy Share and conditional upon the Offer becoming or being declared

unconditional in all respects, and the Offer no longer being capable of acceptance.

25

Ondra Partners, financial adviser to Bidco, is satisfied that resources available to Bidco are

sufficient to satisfy in full the cash consideration payable to APR Energy Shareholders under the

terms of the Offer.

15. Irrevocable undertakings

Bidco has received irrevocable undertakings from:

General Electric International, Inc. in respect of its own beneficial holding of 15,453,129 APR

Energy Shares representing, in aggregate, approximately 16.4 per cent. of APR Energy's issued

share capital to accept the Offer and vote in favour of the Management Arrangements;

Lee Munro in respect of 70,784 APR Energy Shares, being his entire beneficial holding which

are not Committed APR Energy Shares and subject to the provisions of the LM Rollover

Agreement, to accept the Offer.

JCLA in respect of 2,429,512 APR Energy Shares, being its entire beneficial holding which are

not Committed APR Energy Shares and subject to the provisions of the Management Rollover

Agreement, to accept the Offer.

Shonaid Jemmett-Page, being the only Independent APR Energy Director who holds APR

Energy Shares, in respect of her own beneficial holding of 786 APR Energy Shares, to accept

the Offer and vote in favour of the Management Arrangements.

Therefore, in total, Bidco has received irrevocable undertakings to accept the Offer in respect of

aggregate holdings of 17,954,211 APR Energy Shares, which represent approximately 19.0 per

cent. of APR Energy's issued share capital and approximately 28.8 per cent of the APR Energy

Shares to which the Offer relates. The APR Energy Shares in respect of which these irrevocable

undertakings have been given, together with the APR Energy Shares held by entities controlled by

Fairfax and ACM, represent 52.9 per cent. of the APR Energy Shares in issue.

Further details of these irrevocable undertakings are set out in Appendix III.

16. Structure of the Offer and Offer Document

Bidco plans to effect the Offer by way of a takeover offer under section 974 of the Companies Act

and the Code.

The APR Energy Shares shall be acquired under the Offer fully paid and free from all liens,

charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests

of any nature whatsoever and together with all rights now and hereafter attaching thereto, including

voting rights and the right to receive and retain in full all dividends and other distributions (if any)

declared, made or paid on or after the date of this announcement.

The Offer Document and the Form of Acceptance accompanying the Offer Document will be

published (save with the consent of the UK Panel) within 28 days of this announcement. The Offer

Document and accompanying Form of Acceptance will be made available to all APR Energy

Shareholders at no charge to them. APR Energy Shareholders are urged to read the Offer

Document and the accompanying Form of Acceptance when they are sent to them because they will

contain important information.

An indicative timetable setting out the expected dates for implementation of the Offer will be

included in the Offer Document.

26

17. Opening Position Disclosure

The Joint Bidders have made a public Opening Position Disclosure setting out details required to be

disclosed by them under Rule 8.1(a) of the Code.

The Joint Bidders' Opening Position Disclosure also included all relevant details in respect of all

persons acting in concert with any of them.

As at 23 October 2015 (being the last Business Day prior to the date of this announcement),, the

Joint Bidders collectively hold 27,322,539 APR Energy Shares, representing 29.0 per cent of the

issued APR Energy Shares, as follows:

Fairfax indirectly holds: 17,248,719 APR Energy Shares representing 18.3 per cent of the

issued APR Energy Shares through its subsidiaries who hold APR Energy Shares as follows:

United States Fire Insurance Company holds 3,603,499 APR Energy Shares representing

3.8 per cent. of APR Energy’s issued share ca ita ;

Zenith Insurance Company holds 3,075,500 APR Energy Shares representing 3.3 per cent.

of APR Energy’s issued share ca ita ;

Riverstone Corporate Capital Limited holds 2,571,370 APR Energy Shares representing

2.7 per cent. of APR Energy’s issued share ca ita ;

First Capital Insurance Limited holds 2,082,700 APR Energy Shares representing 2.2 per

cent. of APR Energy’s issued share ca ita ;

Advent Capital (Holdings) Limited holds 303,700 APR Energy Shares representing 0.3 per

cent. of APR Energy’s issued share ca ita ;

Odyssey Reinsurance Company holds 3,437,950 APR Energy Shares representing 3.6 per

cent. of APR Energy’s issued share ca ita ; and

Newline Corporate Name Limited holds 2,174,000 APR Energy Shares representing 2.3

per cent. of APR Energy’s issued share ca ita ; and

ACM manages ACM Energy Holdings I Ltd, which holds 10,073,820 APR Energy Shares

representing 10.7 per cent of APR Energy’s issued share ca ita .

18. APR Energy Share Schemes and Founder Securities

APR Energy Share Schemes

The Offer Price is substantially below the exercise price of all outstanding options and awards

under the APR Energy Share Schemes which have an exercise price. In addition, the remuneration

committee of the APR Energy Board has determined that the performance conditions applicable to

the outstanding options and awards under the APR Energy Share Schemes could not be regarded as

having been met to any extent in the context of the Offer Price and the circumstances described in

sections 5 to 8 above. The remuneration committee of the APR Energy Board has also determined

that it will not exercise any discretion to accelerate the vesting of, or deem vested, any option or

award under the APR Energy Share Schemes which has not already vested.

Accordingly, as the see through value of all options and awards under the APR Energy Share

Schemes is zero or negative at the Offer Price, Bidco, does not intend to make an offer to acquire

27

the options and awards under the APR Energy Share Schemes, but will allow them to lapse in

accordance with their terms, and APR Energy intends to support this.

Founder Securities

The holders of the Founder Securities have the right to require APR Energy to acquire the Founder

Securities in exchange for the issue of APR Energy Shares to the holders of Founder Securities in

the event of an offer being made for APR Energy at a price of at least £13.86 per APR Energy

Share. As the Offer Price is lower than £13.86 per APR Energy Share, no such right arises for the

holders of Founder Securities in relation to the Offer.

With the support of Bidco, APR Energy intends that, following the publication of the Offer

Document, the relevant subsidiary of APR Energy which is the issuer of the Founder Securities

(APR Energy Holdings Limited) will seek the consent of the requisite majority of its voting

shareholders, and of the holders of Founder Securities as a class (or classes), for the removal of the

rights currently attaching to the Founder Securities by means of the reclassification of the Founder

Securities as deferred shares and corresponding amendments to the articles of association of APR

Energy Holdings Limited.

19. Offer related Arrangements

Confidentiality agreements

On 16 April 2015, ACM and APR Energy entered into a confidentiality agreement in a customary

form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions,

to keep information relating to one another confidential and to not disclose it to third parties. Unless

terminated earlier, the confidentiality obligations will remain in force for one year from the date of

the agreement.

On 23 April 2015, Hamblin Watsa Investment Counsel Ltd (a wholly owned subsidiary of Fairfax)

and APR Energy entered into a confidentiality agreement in a customary form in relation to the

Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information

relating to one another confidential and to not disclose it to third parties. Unless terminated earlier,

the confidentiality obligations will remain in force for two years from the date of the agreement.

On 9 July 2015, ACON and APR Energy entered into a confidentiality agreement, replacing an

earlier agreement with APR Energy dated 28 March 2015, in a customary form in relation to the

Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information

relating to one another confidential and to not disclose it to third parties. Unless terminated earlier,

the confidentiality obligations will remain in force for one year from the date of the agreement.

Cooperation Agreement

On 26 October 2015, Bidco, the Joint Bidders and APR Energy entered into a co-operation

agreement in relation to the Offer (the "Cooperation Agreement") pursuant to which amongst

certain other matters:

the Joint Bidders, APR Energy and Bidco confirm the manner in which they propose to

deal with the APR Energy Share Schemes, as described in section 18 above; and

the Joint Bidders, Bidco and APR Energy agree to cooperate to make any necessary

competition or anti-trust filings which are required by applicable law following the Offer

becoming or being declared wholly unconditional in all respects.

28

20. Compulsory acquisition

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent.

or more of the APR Energy Shares to which the Offer relates by nominal value and voting rights

attaching to such shares and assuming that all of the other conditions of the Offer have been

satisfied or waived (if capable of being waived), Bidco may exercise its rights pursuant to the

provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining

APR Energy Shares in respect of which the Offer has not been accepted on the same terms as the

Offer.

As described in section 2 above the Committed APR Energy Shares, being (i) the 27,322,539 APR

Energy Shares held by entities controlled by Fairfax and ACM and (ii) the 4,621,951 APR Energy

Shares held by JCLA, Laurence Anderson and Lee Munro, in aggregate, which they have agreed

(subject to the approval of the Independent Shareholders) to transfer to Bidco in consideration for

ordinary shares in the capital of Bidco, which represent, in aggregate, approximately 33.9 per cent.

of the issued share capital in APR Energy, are not APR Energy Shares to which the Offer relates.

21. Delisting and cancellation of trading and re-registration

If the Offer becomes or is declared unconditional in all respects, Bidco intends to request that the

then appointed board of APR Energy (subject to its fiduciary duties) will apply to the London Stock

Exchange and the Financial Conduct Authority respectively to cancel trading in APR Energy

Shares on the London Stock Exchange's market for listed securities and the listing of the APR

Energy Shares from the Official List. It is anticipated that the cancellation of APR Energy's listing

on the Official List and admission to trading on the London Stock Exchange's market for listed

securities will take effect no earlier than 20 Business Days following the date on which the Offer

becomes or is declared unconditional in all respects.

It is Bidco's intention that, following a delisting, APR Energy will be re-registered as a private

limited company. Delisting and re-registration would eliminate the liquidity and marketability of

any APR Energy Shares in respect of which the Offer has not been accepted at that time.

22. Offer website

The following documents will be published on Fairfax's website (www.fairfax.ca) and APR

Energy's website (http://www.aprenergy.com/offer-apr-energy-plc) in accordance with Rule 26.1

and 26.2 of the Code:

the Joint Bidding Agreement;

the BMO Commitment Letter;

the confidentiality agreements described in section 19 above;

the Cooperation Agreement;

the Management Roll Over Agreement;

the LA Rollover Agreement;

the LM Rollover Agreement, and

the irrevocable undertakings described in section 15 above.

29

Enquiries:

Ondra Partners (financial adviser to Bidco, Fairfax, ACON and ACM)

Robert Hingley

Cassandre Danoux

+44 (0) 20 7082 8750

APR Energy

Manisha Patel (investors)

Alan Chapple (media)

+1 904 223 8488

+1 904 517 5135

+1 904 223 2277

Barclays (financial adviser to APR Energy)

Raymond Raimondi

Matthew Smith

Gaurav Gooptu

+44 (0) 20 7623 2323

Numis (corporate broker to APR Energy)

Ben Stoop

Stuart Skinner

+44 (0) 20 7260 1000

CNC (PR adviser to APR Energy)

Richard Campbell

Michael Kinirons

+44 (0) 20 7307 5344

+44 (0) 7775 784 933

+44 (0) 7827 925 090

Further Information

Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct

Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the

Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the

protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other

matter referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom

by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR

Energy and no one else in connection with the Offer and will not be responsible to anyone other than APR

Energy for providing the protections afforded to clients of Barclays nor for providing advice in relation to

the Offer or any other matter referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is

acting exclusively for APR Energy and no one else in connection with the matters described herein and will

not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or

for providing advice in relation to the matters described herein.

30

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is

acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters

as described herein and will not be responsible to anyone other than APR Energy for providing the

protections afforded to clients of Greenhill nor for providing advice in relation to certain financial

restructuring matters as described herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form

part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire,

subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of

any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise nor

shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in

contravention of any applicable laws. Any decision or other response in respect of the Offer should be made

only on the basis of information contained in the Offer Document, which will contain the full terms and

conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to

read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus-equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the

information disclosed may not be the same as that which would have been disclosed if this announcement

had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons

who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by

laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and

regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe

any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements

may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being,

and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from

any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and

trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted

Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made,

directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not

limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign

commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction

and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under

applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is

urged to consult their independent professional adviser regarding the tax consequences of accepting the

Offer.

Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the

Offer Document.

31

Notice to US investors

The Offer is being made for securities of a United Kingdom company and APR Energy Shareholders in the

United States should be aware that this announcement, the Offer Document and any other documents

relating to the Offer have been or will be prepared in accordance with English law, the Code and UK

disclosure requirements, format and style, all of which differ from those in the United States. APR Energy's

financial statements, and all financial information that is included in this announcement or that may be

included in the Offer Document, or any other documents relating to the Offer, have been or will be prepared

in accordance with International Financial Reporting Standards and may not be comparable to financial

statements of companies in the United States or other companies whose financial statements are prepared in

accordance with US generally accepted accounting principles.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws

and otherwise in accordance with the requirements of English law, the Code, the UK Panel, the London

Stock Exchange and the Financial Conduct Authority. Accordingly, the Offer will be subject to disclosure

and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement

procedures and timing of payments that are different from those applicable under United States domestic

tender offer procedures and law.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer or passed

any opinion upon the adequacy or completeness of this announcement or the Offer Document. It may be

difficult for US holders of APR Energy securities to enforce their rights under any claim arising out of the

US federal securities laws, since Fairfax, Bidco and APR Energy are located outside of the United States,

and some or all of their officers and directors may be resident outside of the United States.

Forward Looking Statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking

statements" which are prospective in nature. All statements other than statements of historical fact are, or

may be deemed to be, forward-looking statements. Forward-looking statements are based on current

expectations and projections about future events, and are therefore subject to known and unknown risks and

uncertainties which could cause actual results, performance or events to differ materially from the future

results, performance or events expressed or implied by the forward-looking statements. Often, but not

always, forward-looking statements can be identified by the use of forward-looking words such as "plans",

"expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends",

"anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or

words or terms of similar substance or the negative thereof, as well as variations of such words and phrases

or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably"

or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks

and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected

results and are based on certain key assumptions. Many factors could cause actual results to differ

materially from those projected or implied in any forward-looking statements. Due to such uncertainties and

risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak

only as of the date of this announcement. Any forward-looking statements made in this announcement on

behalf of the Joint Bidders, Bidco or APR Energy are made as of the date of this announcement based on the

opinions and estimates of directors of the Joint Bidders, Bidco and APR Energy, respectively. Each of the

Joint Bidders, Bidco and APR Energy and their respective members, directors, officers, employees, advisers

and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to

32

update or revise any forward-looking or other statements contained in this announcement, whether as a result

of new information, future events or otherwise, except as required by applicable law. Neither the Joint

Bidders, Bidco and APR Energy or their respective members, directors, officers or employees, advisers or

any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of

the events expressed or implied in any forward-looking statements in this announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of the Joint Bidders, Bidco or

APR Energy. All subsequent oral or written forward-looking statements attributable to the Joint Bidders,

Bidco or APR Energy or their respective members, directors, officers, advisers or employees or any person

acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly,

figures shown for the same category presented in different tables may vary slightly and figures shown as

totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this announcement including any statement of estimated synergies) is intended or shall be

deemed to be a forecast, projection or estimate of the future financial performance of Bidco or APR Energy

for any period and no statement in this announcement should be interpreted to mean that cash flow from

operations, earnings, earnings per share or income of those persons (where relevant) for the current or future

financial years would necessarily match or exceed the historical published cash flow from operations,

earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant

securities of an offeree company or of any securities exchange offeror (being any offeror other than an

offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must

make an Opening Position Disclosure following the commencement of the offer period and, if later,

following the announcement in which any securities exchange offeror is first identified. An Opening

Position Disclosure must contain details of the person's interests and short positions in, and rights to

subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange

offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no

later than 3.30 pm (London time) on the 10

th Business Day following the commencement of the offer period

and, if appropriate, by no later than 3.30 pm (London time) on the 10

th Business Day following the

announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the

relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for

making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class

of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing

Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange

offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and

short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and

(ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under

Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than

3.30 pm (London time) on the Business Day following the date of the relevant dealing.

33

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,

to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,

they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing

Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert

with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of

whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found

in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details

of the number of relevant securities in issue, when the offer period commenced and when any offeror was

first identified. You should contact the UK Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you

are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing

Disclosure.

Publication on website and availability of hard copies

This announcement and the display documents required to be published pursuant to Rule 26.1 of the Code

will be made available, free of charge and subject to certain restrictions relating to persons in Restricted

Jurisdictions, on Fairfax's website at www.fairfax.ca and APR Energy's website at

http://www.aprenergy.com/offer-apr-energy-plc by no later than 12 noon (London time) on the Business

Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are

not incorporated into, and does not form part of, this announcement.

APR Energy Shareholders may request a copy of this announcement in hard copy form by writing to Capita

Asset Services, 34 Beckenham Road, Beckenham, BR3 4TU or by calling them on 0871 664 0300 from

within the UK or on +44 (0)20 8639 3399 from outside the UK. Calls cost 12p per minute plus your phone

company's access charge. Calls outside the United Kingdom will be charged at the applicable international

rate. Opening hours are between 09:00 – 17:30, Monday to Friday excluding public holidays in England and

Wales.

If you are in any doubt about the contents of this announcement or the action you should take, you are

recommended to seek your own independent financial advice immediately from your stockbroker, bank

manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets

Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate

authorised independent financial adviser.

34

Appendix I

Conditions and Further Terms of the Offer

1 Conditions of the Offer

The Offer shall be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no

later than 1.00 p.m. on the later of the 4 January 2016 and the 20th

Business Day following

the date of publication of the Offer Document (or such later time(s) and/or date(s), as

subject to the Code, Bidco and APR Energy may agree) in respect of not less than 90 per

cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR

Energy Shares to which the Offer relates and of the voting rights attached to those shares,

provided that this Condition shall not be satisfied unless Bidco, together with its wholly

owned subsidiaries (if any), shall have acquired or agreed to acquire (whether pursuant to

the Offer or otherwise), APR Energy Shares which carry in aggregate more than 50 per

cent. of the voting rights then normally exercisable at a general meeting of APR Energy,

including for this purpose (except to the extent otherwise agreed by the UK Panel) any

such voting rights attaching to APR Energy Shares that are unconditionally allotted or

issued before the Offer becomes or is declared unconditional as to acceptances whether

pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

(i) APR Energy Shares which have been unconditionally allotted but not issued

before the Offer becomes or is declared unconditional as to acceptances, whether

pursuant to the exercise of any outstanding subscription or conversion rights or

otherwise, shall be deemed to be APR Energy Shares to which the Offer relates

and to carry the voting rights they shall carry upon issue;

(ii) the expression "APR Energy Shares to which the Offer relates" shall be

construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(iii) APR Energy Shares (if any) that cease to be held in treasury before the Offer

becomes or is declared unconditional as to acceptances shall be deemed to be

APR Energy Shares to which the Offer relates; and

(iv) acquisitions of, or contracts to acquire, APR Energy Shares by Bidco or by its

associates to which sections 979(8) and (9) of the Companies Act apply shall be

treated as valid acceptances and for these purposes "associates" shall be construed

in accordance with section 988 of the Companies Act;

Insolvency and Default Condition

(b) as at a closing date on which the Offer must lapse unless it becomes or is declared

unconditional in all respects, no Default has occurred and continues to exist as a

consequence of which, the Administrative Agent either immediately is, or with the passage

of time or giving of notice will be, entitled to terminate the lending commitments or

accelerate the Loans as permitted in section 10.2 of the Credit Agreement; provided that,

for the purposes of this condition, any such Default shall be deemed to not to have

occurred if any of the following are true with respect to such Default at any relevant time:

35

(i) such Default is waived under the permanent waiver effected by the Amendment

and Waiver Agreement;

(ii) the relevant fact or circumstance giving rise to the Default and allowing the

Administrative Agent to exercise any right under section 10.2 of the Credit

Agreement as a result thereof arises as a direct consequence of any failure of any

member of the Joint Bidders' Wider Groups or any of their concert parties to

satisfy the Lenders' "know your client" and anti-money laundering documentary

requirements as required in the Amendment and Waiver Agreement;

(iii) the requisite Lenders have unconditionally (and without payment of any

consideration in excess of that contemplated by the Amendment and Waiver

Agreement), waived the Default or the right to take action or exercise rights under

section 10.2 of the Credit Agreement in respect of such Default;

(iv) APR Energy or any of its subsidiaries or subsidiary undertakings is in a position

to cure the default within not more than 3 Business Days by taking steps which

are within the control of APR Energy or one of its subsidiaries or subsidiary

undertakings and, if the relevant closing date is extended by not less than such

period of 3 Business Days with the consent, where required, of APR Energy

and/or the UK Panel, the Default is cured by the end of such period; or

(v) the Default has been the subject of an agreement between APR Energy and the

Required Lenders under which such Required Lenders agree not to initiate,

permit or assist enforcement on the basis of the Default until the earlier of the

date on which the Loans are refinanced or are repayable, provided that APR

Energy has undertaken no additional obligations other than contained in the

Amendment and Waiver Agreement in such agreement;

(c) APR Energy and any subsidiary or subsidiary undertaking of APR Energy (together with

any member of the Wider APR Energy Group) has not received any notice from the

Administrative Agent that it is taking any action, or exercising any of its rights under

section 10.2 of the Credit Agreement as a result of a Default (except a Default deemed to

no longer exist pursuant to condition (b) above);

(d) APR Energy has not agreed to undertake any additional obligations in any amendment to

the Credit Agreement that would remain effective after the date on which the Offer

becomes or is declared unconditional in all respects (other than pursuant to the

Amendment and Waiver Agreement).

Management Arrangements

(e) the Rule 16 Resolution being duly passed on a poll by the Independent Shareholders

present and voting (in person or by proxy) at the General Meeting.

Other third party clearances

(f) no government or governmental, quasi-governmental, supranational, statutory,

administrative or regulatory body or association, institution or agency (including any trade

agency) or any court tribunal in any jurisdiction (each a "Relevant Authority") having

taken or instituted or given written notice of any action, proceeding, suit, investigation,

enquiry or reference (and, in each case, not having withdrawn the same) or enacted, made

36

or proposed and there not continuing to be outstanding any statute, regulation, order or

decision that would or would reasonably be expected to:

(i) make the Proposed Acquisition or other acquisition of APR Energy Shares, or

control or management of APR Energy by Bidco or any member of the Joint

Bidders' Wider Groups void, unenforceable or illegal in any jurisdiction or

directly or indirectly prohibit or otherwise materially restrict, materially delay or

materially interfere with the implementation of, or impose material additional

conditions or obligations with respect to, or otherwise materially challenge or

require amendment to the terms of, the Offer or the Proposed Acquisition or other

acquisition of any APR Energy Shares, or control or management of APR Energy

by Bidco or any member of the Joint Bidders' Wider Groups;

(ii) require, prevent or materially delay the divestiture (or alter the terms of any

proposed divestiture) by the Joint Bidders' Wider Groups or the Wider APR

Energy Group of all or any material part of their respective businesses, assets or

properties or impose any material limitation on their ability to conduct all or any

part of their respective businesses and to own, control or manage any of their

respective assets or properties;

(iii) impose any limitation on, or result in any material delay in, the ability of any

member of the Joint Bidders' Wider Groups to acquire or hold or to exercise

effectively, directly or indirectly, all or any rights of ownership of shares or other

securities (or the equivalent) in, or to exercise management control over, any

member of the Wider APR Energy Group or on the ability of any member of the

Wider APR Energy Group to hold or to exercise effectively, directly or indirectly,

all or any rights of ownership of shares or other securities (or the equivalent) in,

or to exercise management control over, any other member of the Wider APR

Energy Group;

(iv) require any member of the Joint Bidders' Wider Groups or of the Wider APR

Energy Group to acquire or offer to acquire any shares or other securities (or the

equivalent) or interest in any member of the Wider APR Energy Group or any

member of the Joint Bidders' Wider Groups owned by a third party (other than in

the implementation of the Offer or pursuant to Chapter 3 of Part 28 of the

Companies Act);

(v) other than in the implementation of the Offer pursuant to Chapter 3 of Part 28 of

the Companies Act require the divestiture by any member of the Joint Bidders'

Wider Groups of any shares, securities or other interests in any member of the

Wider APR Energy Group;

(vi) impose any material limitation on, or result in any material delay in, the ability of

any member of the Joint Bidders' Wider Groups or the Wider APR Energy Group

to integrate or co-ordinate its business, or any part of it, with the businesses or

any part of the businesses of any other member of the Joint Bidders' Wider

Groups and/or the Wider APR Energy Group;

(vii) result in any member of the Wider APR Energy Group ceasing to be able to carry

on business under any name under which it presently does so; or

37

(viii) otherwise adversely affect the business, assets, financial or trading position or

profits of any member of the Wider APR Energy Group to an extent which would

have a material adverse effect on the Wider APR Energy Group, taken as a

whole,

and all applicable waiting and other time periods (including extensions thereof) during

which any such Relevant Authority could decide to take, institute or threaten any such

action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been

terminated; provided that, for the avoidance of doubt, this paragraph (f) shall not apply to

any action taken by a Relevant Authority in relation to a contract or arrangement with a

member of the Wider APR Energy Group entered into in the ordinary course of its

business;

(g) other than in relation to the approvals referred to in paragraph (f) above, all material

filings, applications and/or notifications which are necessary under applicable legislation

or regulation of any relevant jurisdiction having been made and all relevant waiting

periods and other time periods (including any extensions thereof) under any applicable

legislation or regulation of any relevant jurisdiction having expired, lapsed or been

terminated and all applicable statutory or regulatory obligations in any jurisdiction having

been complied with in each case in respect of the Offer and the Proposed Acquisition or

other acquisition of any shares or other securities in, or control or management of, APR

Energy or any member of the Wider APR Energy Group by any member of the Joint

Bidders' Wider Groups or (except as Disclosed) the carrying on by any member of the

Wider APR Energy Group of its business;

(h) other than in relation to the approvals referred to in paragraph (f) above, all material

authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances,

permissions and approvals (together "Authorisations") which are necessary in any

jurisdiction for or in respect of the Proposed Acquisition and other acquisition of any APR

Energy Shares, or control of APR Energy, by Bidco or any member of the Joint Bidders'

Wider Groups being obtained on terms and in a form reasonably satisfactory to Bidco or

the Joint Bidders from appropriate Relevant Authorities, or (except as Disclosed) from any

persons or bodies with whom any member of the Joint Bidders' Wider Groups or the

Wider APR Energy Group has entered into contractual arrangements or material business

relationships, and such Authorisations, together with all authorisations, orders, grants,

recognitions, confirmations, licences, consents, clearances, permissions and approvals

necessary for any member of the Wider APR Energy Group to carry on its business,

(except as Disclosed) remaining in full force and effect at the time when the Offer

becomes otherwise wholly unconditional and no written notice of any intention to revoke,

suspend, restrict or modify or not to renew any of the same having been given.

Confirmation of absence of adverse circumstances

(i) except as Disclosed, there being no provision of any agreement, arrangement, licence or

other instrument to which any member of the Wider APR Energy Group is a party or by or

to which any such member or any of its assets is or may be bound or subject which, as a

result of the implementation of the Proposed Acquisition or other acquisition by Bidco or

any member of the Joint Bidders' Wider Groups of any APR Energy Shares, or change in

the control or management of APR Energy or otherwise, would or would reasonably be

38

expected to result in (in each case to an extent which is material in the context of the

Wider APR Energy Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or

any grant available to, any such member of the Wider APR Energy Group

becoming repayable, or capable of being declared repayable, immediately or

earlier than the stated repayment date or the ability of such member to borrow

monies or incur any indebtedness being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest

over the whole or any material part of the business, property or assets of any such

member of the Wider APR Energy Group or any such mortgage, charge or other

security interest (whenever arising or having arisen) becoming enforceable;

(iii) any rights, assets or interests of any such member of the Wider APR Energy

Group being or falling to be disposed of or ceasing to be available to any member

of the Wider APR Energy Group or any right arising under which any such asset

or interest could be required to be disposed of or could cease to be available to

any member of the Wider APR Energy Group;

(iv) the interest or business of any such member of the Wider APR Energy Group in

or with any other person, firm or company (or any agreements or arrangements

relating to such interest or business) being terminated or adversely modified or

affected;

(v) any such member of the Wider APR Energy Group ceasing to be able to carry on

business under any name under which it presently does so;

(vi) the value of any such member of the Wider APR Energy Group or its financial or

trading position or prospects being prejudiced or adversely affected;

(vii) any such agreement, arrangement, licence or other instrument being terminated or

adversely modified or any onerous obligation arising or any adverse action being

taken or arising thereunder;

(viii) the creation of any liability (actual or contingent) by any such member of the

Wider APR Energy Group; or

(ix) any requirement on any member of the Wider APR Energy Group to acquire,

subscribe, pay up or repay any shares or other securities (or the equivalent);

and no event having occurred which, under any provision of any agreement, arrangement,

licence or other instrument to which any member of the Wider APR Energy Group is a

party or by or to which any such member or any of its assets is or may be bound or subject,

would or would reasonably be expected to result in any events or circumstances as are

referred to in this paragraph (i) (in each case to an extent which is material in the context

of the Wider APR Energy Group taken as a whole);

39

No material transactions, claims or changes in the conduct of the business of the APR Energy Group

(j) except as Disclosed, no member of the Wider APR Energy Group having since 26 August

2015:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares

of any class, or securities convertible into, or exchangeable for, or rights, warrants

or options to subscribe for or acquire, any such shares or convertible or

exchangeable securities or transferred or sold (or agreed to transfer or sell) any

shares out of treasury (except, in each case, where relevant, as between APR

Energy and its wholly owned subsidiaries or between its wholly owned

subsidiaries), save as provided for in the Cooperation Agreement;

(ii) recommended, declared, paid or made or resolved to recommend, declare, pay or

make any bonus, dividend or other distribution, whether payable in cash or

otherwise other than dividends or other distributions, whether payable in cash or

otherwise, lawfully paid or made by any wholly-owned subsidiary of APR

Energy to APR Energy or any of its wholly-owned subsidiaries;

(iii) (except for transactions between APR Energy and its wholly-owned subsidiaries,

or between its wholly-owned subsidiaries or transactions in the ordinary course of

business) implemented or authorised any merger or demerger acquired or

disposed of or transferred, mortgaged or charged, or created any other security

interest over, any asset or any right, title or interest in any asset (in each case to

an extent which is material in the context of the Wider APR Energy Group taken

as a whole);

(iv) entered into, or authorised the entry into, any joint venture, asset or profit sharing

arrangement, partnership or merger of businesses or corporate entities (in each

case to an extent which is material in the context of the Wider APR Energy

Group taken as a whole);

(v) other than pursuant to the Offer and except for transactions between APR Energy

and its wholly owned subsidiaries or between wholly owned subsidiaries of APR

Energy, implemented or authorised any reconstruction, amalgamation, scheme or

other transaction or arrangement with a substantially equivalent effect (in each

case to an extent which is material in the context of the Wider APR Energy

Group taken as a whole and other than pursuant to the Proposed Acquisition);

(vi) purchased, redeemed or repaid any of its own shares or other securities or reduced

or made or authorised any other change in its share capital (except, in each case,

where relevant, as between APR Energy and wholly owned subsidiaries of APR

Energy or between the wholly owned subsidiaries of APR Energy);

(vii) made or authorised any change in its loan capital or issued or authorised the issue

of any debentures or incurred or increased any indebtedness or contingent

liability (except, in each case, where relevant, as between APR Energy and

wholly owned subsidiaries of APR Energy or between the wholly owned

subsidiaries of APR Energy);

40

(viii) entered into, varied or terminated, or authorised the entry into, variation or

termination of, any contract, commitment or arrangement (whether in respect of

capital expenditure, real estate or otherwise) which is outside the ordinary course

of business or which is of a long term, onerous or unusual nature or magnitude or

which involves, or would reasonably be expected to involve, an obligation of a

nature or magnitude which is materially restrictive on the business of any member

of the Wider APR Energy Group (in each case to an extent which is material in

the context of the Wider APR Energy Group taken as a whole);

(ix) been unable or deemed unable, or admitted in writing that it is unable, to pay its

debts as they fall due or having stopped or suspended (or threatened to stop or

suspend) payment of its debts generally or ceased or threatened to cease carrying

on all or a substantial part of its business (in each case to an extent which is

material in the context of the Wider APR Energy Group taken as a whole);

(x) commenced negotiations with any of its creditors or taken any step with a view to

rescheduling or restructuring any of its indebtedness or entered into a

composition, compromise, assignment or arrangement with any of its creditors

whether by way of a voluntary arrangement, scheme of arrangement, deed of

compromise or otherwise (in each case to an extent which is material in the

context of the Wider APR Energy Group taken as a whole);

(xi) (other than in respect of a member of the Wider APR Energy Group which is

dormant and solvent at the relevant time) taken any corporate action or had any

legal proceedings started, served or threatened against it or any documents filed

or faxed in court for its winding-up (voluntary or otherwise), dissolution or

reorganisation (or for any analogous proceedings or steps in any jurisdiction) or

for the appointment of a liquidator, provisional liquidator, receiver, administrator,

administrative receiver, trustee or similar officer (or for the appointment of any

analogous person in any jurisdiction) of all or any of its assets and revenues or

had written notice given of the intention to appoint any of the foregoing to it (in

each case to an extent which is material in the context of the Wider APR Energy

Group taken as a whole);

(xii) except in the ordinary course of business, waived, compromised, settled,

abandoned or admitted any dispute, claim or counter-claim whether made or

potential and whether by or against any member of the Wider APR Energy Group

(in each case to an extent which is material in the context of the Wider APR

Energy Group taken as a whole);

(xiii) made any material alteration to its constitutional documents;

(xiv) entered into, or varied the terms of, or terminated or given notice of termination

of, any service agreement or arrangement with any director or senior executive of

any member of the Wider APR Energy Group;

(xv) proposed, agreed to provide, or agreed to modify the terms of, any share option

scheme, incentive scheme or other benefit relating to the employment or

termination of employment of any person employed by any member of the Wider

APR Energy Group, save as provided for in the Cooperation Agreement; or

41

(xvi) entered into any contract, commitment or arrangement or passed any resolution or

made any offer (which remains open for acceptance) to effect, or proposed or

announced any intention to effect, any of the transactions, matters or events

referred to in this paragraph (j);

(k) except as Disclosed, since 26 August 2015:

(i) no adverse change having occurred, and no circumstances having arisen which

would reasonably be expected to result in any adverse change, in the business,

assets, financial or trading position or profits of any member of the Wider APR

Energy Group (in each case to an extent which is material in the context of the

Wider APR Energy Group taken as a whole); and

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings in

any jurisdiction having been threatened, announced, instituted or remaining

outstanding by, against or in respect of any member of the Wider APR Energy

Group or to which any member of the Wider APR Energy Group is a party

(whether as claimant or defendant or otherwise) and no investigation by any

Relevant Authority or other investigative body against or in respect of any

member of the Wider APR Energy Group having been threatened in writing,

announced, instituted or remaining outstanding by, against or in respect of any

member of the Wider APR Energy Group (in each case to an extent which is

material in the context of the Wider APR Energy Group taken as a whole);

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third

Party against or in respect of any member of the Wider APR Energy Group

having been threatened in writing, announced or instituted or remaining

outstanding by, against or in respect of any member of the Wider APR Energy

Group, in each case to an extent which is material in the context of the Wider

APR Energy Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which would

result in the withdrawal, cancellation, termination or modification of any licence

held by any member of the Wider APR Energy Group which is necessary for the

proper carrying on of its business, and the withdrawal, cancellation, termination

or modification of which would have a material adverse effect on the Wider APR

Energy Group taken as a whole;

(l) except as Disclosed, no contingent or other liability having arisen outside the ordinary

course of business which would or would reasonably be expected to adversely affect any

member of the Wider APR Energy Group (in each case to an extent which is material in

the context of the Wider APR Energy Group taken as a whole); and

(m) except as Disclosed, the Joint Bidders not having discovered that:

(i) any financial, business or other information concerning the Wider APR Energy

Group publicly announced prior to the date of the announcement of the Offer

under Rule 2.7 of the Code at any time by any member of the Wider APR Energy

Group is misleading, contains a misrepresentation of fact or omits to state a fact

necessary to make the information contained therein not misleading (in each case

42

to an extent which is material in the context of the Wider APR Energy Group

taken as a whole);

(ii) there is any information which affects the import of any information publicly

announced prior to the date of the announcement of the Offer under Rule 2.7 of

the Code by or on behalf of any member of the Wider APR Energy Group (in

each case to an extent which is material in the context of the Wider APR Energy

Group taken as a whole);

(iii) any member of the Wider APR Energy Group is subject to any liability,

contingent or otherwise, other than in the ordinary course of business (in each

case to an extent which is material in the context of the Wider APR Energy

Group taken as a whole); or

(iv) there is or is likely to be any obligation or liability (whether actual or contingent)

to make good, repair, re-instate or clean up any property now or previously

owned, occupied, operated or made use of or controlled by any past or present

member of the Wider APR Energy Group under any environmental legislation,

regulation, notice, circular or order of any Relevant Authority in any jurisdiction

(in each case to an extent which is material in the context of the Wider APR

Energy Group taken as a whole).

2 Certain further terms of the Offer

(a) Bidco reserves the right (subject to the requirements of the Code and the UK Panel) to

waive, in whole or in part, the above Conditions in paragraphs (b) to (m) (inclusive).

(b) If Bidco is required by the UK Panel to make an offer for APR Energy Shares under the

provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above

Conditions, including the Acceptance Condition, and terms of the Offer as are necessary to

comply with the provisions of that Rule.

(c) The Offer shall lapse unless all the above Conditions have been fulfilled or, where

permitted, waived or, where appropriate, have been determined by Bidco to be or remain

satisfied, by 1:00 pm on the 60th

day following the date of publication of the Offer

Document (or such later date as the UK Panel may agree). Such date may not be further

extended, other than with the agreement of the Joint Bidders, APR Energy and the UK

Panel. Without prejudice to the preceding sentence, the Offer shall remain open until the

later of (i) the date falling 20 Business Days following the posting of the Offer Document

and (ii) a date falling no less than 14 days following the Offer becoming or being declared

unconditional in all respects.

(d) Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or

remain satisfied or to treat as fulfilled any of the Conditions in paragraphs (b) to (m)

(inclusive) by a date earlier than the latest date for the fulfilment of that condition

notwithstanding that the other Conditions of the Offer may at such earlier date have been

waived or fulfilled and that there are at such earlier date no circumstances indicating that

any of such conditions may not be capable of fulfilment.

(e) Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Offer

not to proceed, to lapse or any offer to be withdrawn unless the circumstances which give

43

rise to the right to invoke the Condition are of material significance to Bidco in the context

of the Offer. The Acceptance Condition is not subject to this provision of the Code.

(f) The APR Energy Shares shall be acquired under the Offer fully paid and free from all

liens, charges, equitable interests, encumbrances, rights of pre-emption and any other

rights and interests of any nature whatsoever and together with all rights now and hereafter

attaching thereto, including voting rights and the right to receive and retain in full all

dividends and other distributions (if any) declared, made or paid on or after the date of this

announcement.

(g) If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting

APR Energy Shareholders and Bidco shall cease to be bound by Forms of Acceptance

submitted at or before the time when the Offer so lapses.

(h) The availability of the Offer to persons not resident in the United Kingdom may be

affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the

United Kingdom should inform themselves about and observe any applicable

requirements.

(i) The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails

of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or

other electronic transmission, telex or telephone) of interstate or foreign commerce of, or

of any facility of a national, state or other securities exchange of, any jurisdiction where to

do so would violate the laws of that jurisdiction and shall not be capable of acceptance by

any such use, means, instrumentality or facility or from within such Restricted Jurisdiction

(unless otherwise determined by Bidco) and the Offer cannot be accepted by any such use,

means or instrumentality or otherwise from any Restricted Jurisdiction.

(j) Bidco reserves the right, subject to the prior consent of APR Energy and the UK Panel, to

implement the Proposed Acquisition by way of a scheme of arrangement. In such event,

the proposed acquisition will be implemented on the same terms, as those which would

apply to the Offer, subject to appropriate amendments to reflect the change in method.

(k) The Offer is governed by English law and is subject to the jurisdiction of the English

courts and to the Conditions and further terms set out in this Appendix I (and, in the case

of certificated APR Energy Shares, the Form of Acceptance). The Offer shall be subject to

the applicable requirements of the Code, the UK Panel, the London Stock Exchange and

the Financial Conduct Authority.

(l) Each of the Conditions shall be regarded as a separate Condition and shall not be limited

by reference to any other Condition.

44

Appendix II

Sources of information and bases of calculation

1. As at the close of business on 23 October 2015, APR Energy had in issue 94,251,622 ordinary

shares of 10 pence each. The International Securities Identification Number for the APR Energy

Shares is GB00B58D4C52.

2. The value attributed to APR Energy's existing issued and to be issued ordinary share capital by the

Offer is based on the 94,251,622 APR Energy Shares in issue as at the close of business on 23

October 2015.

3. All percentages of APR Energy's issued share capital are stated as at close of business on 23

October 2015 and are based on the 94,251,622 APR Energy Shares in issue as at the close of

business on 23 October 2015.

4. Unless otherwise stated, the financial information on APR Energy is extracted from APR Energy's

results for the 6 months ended 30 June 2015 released on 26 August 2015.

5. The market prices of APR Energy Shares have been derived from the Daily Official List of the

London Stock Exchange and represent mid-market closing prices as of the relevant date(s).

6. Volume weighted average closing prices of APR Energy Shares have been derived from data

provided by Bloomberg on 23 October 2015.

7. Where amounts are shown in both US dollars and sterling, or converted between the

aforementioned currencies, in this announcement, an exchange rate of £1.00/US$1.53 has been

used, which has been derived from data provided by Bloomberg on 23 October 2015.

45

Appendix III

Irrevocable Undertakings

APR Energy Shareholders' Irrevocable Undertakings

The following APR Energy Shareholders have given an irrevocable undertaking to accept, or procure the

acceptance of, the Offer, as soon as practicable after, and in any event no later than the date falling five

Business Days after, the publication of the Offer Document and to vote in favour of the Management

Arrangements:

Name

Number of APR Energy Shares in

respect of which undertaking is

given

Percentage of APR Energy's

issued share capital

General Electric International, Inc. 15,453,129 16.4

The irrevocable undertaking given by General Electric International, Inc. will cease to be binding if:

(a) the Offer Document is not published within 28 days after the date of this announcement (or such

later date as Bidco and APR Energy may agree and the UK Panel may allow);

(b) the Offer once made, fails to become unconditional in all respects by the date falling 60 days after

the date of the Offer;

(c) the Offer, once made, lapses or is withdrawn; or

(d) any third party makes a general offer for the APR Energy Shares which is more than 10 per cent.

higher than the Offer and the Offeror does not, within 5 Business Days of the announcement of

such higher offer, revise the Offer to such that the amount or value of cash consideration offered

under the Offer equals or exceeds the amount or value of consideration offered under the alternative

offer.

The irrevocable undertaking given by General Electric International, Inc. will prevent it from (i) (subject to

the termination provisions detailed at paragraph (d) above) accepting or irrevocably undertaking to accept a

competing offer at a higher price than the APR Energy Offer Price at the relevant time, (ii) exercising any

right of withdrawal of any acceptance of the Offer where such a right is otherwise exercisable under the

Code, or (iii) otherwise selling all or any part of their respective APR Energy Shares into the market.

Name

Number of APR Energy Shares in

respect of which undertaking is

given

Percentage of APR Energy's

issued share capital

JCLA 2,429,512 2.58

Lee Munro 70,784 0.08

The irrevocable undertakings given by JCLA and Lee Munro will cease to be binding if:

(a) the Offer Document is not published within 28 days after the date of this announcement (or such

later date as Bidco and APR Energy may agree and the UK Panel may allow);

46

(b) the Offer once made, fails to become unconditional in all respects by the date falling 60 days after

the date of the Offer (or such later date as Bidco and APR Energy may, with the consent of the UK

Panel, agree); or

(c) the Offer, once made, lapses or is withdrawn.

The irrevocable undertakings given by JCLA and Lee Munro will prevent them from (i) accepting or

irrevocably undertaking to accept a competing offer at a higher price than the APR Energy Offer Price at the

relevant time, (ii) exercising any right of withdrawal of any acceptance of the Offer where such a right is

otherwise exercisable under the Code, or (iii) otherwise selling all or any part of their respective APR

Energy Shares into the market.

Independent APR Energy Director's Irrevocable Undertaking

The following Independent APR Energy Director, being the only Independent APR Energy Director who

holds APR Energy Shares has given an irrevocable undertaking to accept, or procure the acceptance of, the

Offer, made substantially on the terms and subject to the conditions contained in this announcement, within

5 Business Days following the positing of the Offer Document and to vote in favour of the Management

Arrangements:

Name

Number of APR Energy Shares in

respect of which undertaking is

given1

Percentage of APR Energy's

issued share capital

Shonaid Jemmett-Page 786 0.001

The irrevocable undertaking given by Shonaid Jemmett-Page will cease to be binding if:

(a) the Offer Document is not published within 28 days after the date of this announcement (or such

later date as Bidco and APR Energy may agree and the UK Panel may allow);

(b) the Offer, once made, fails to become unconditional in all respects by the date falling 60 days after

the date of the Offer (or such later date as Bidco and APR Energy may, with the consent of the UK

Panel, agree); or

(c) the Offer, once made, lapses or is withdrawn.

The irrevocable undertaking given by Shonaid Jemmett-Page will prevent her from exercising any right or

withdrawal of any acceptance of the Offer where such a right is exercisable under the Code, or otherwise

selling all or any part of her APR Energy Shares into the market.

1 The numbers referred to in this table refer only to those APR Energy Shares which the relevant director is beneficially entitled to or

is otherwise able to control the exercise of, including the ability to procure the transfer of such share.

47

Appendix IV

Definitions

"Acceptance Condition" the condition set out in paragraph 1(a) of Appendix I to this

announcement

"Administrative Agent" Bank of America, N.A. as the administrative agent under the Credit

Agreement

"Amendment and Waiver Agreement" the amendment and waiver agreement relating to the Credit

Agreement between, among others, APR Energy, the

Administrative Agent and the Lenders dated October 2015

"APR Energy" APR Energy plc, a company incorporated in England and Wales

with registered number 07062201

"APR Energy Directors" the directors of APR Energy

"APR Energy Group" APR Energy and its subsidiaries and subsidiary undertakings

"APR Energy Share" an ordinary share of 10 pence in the capital of APR Energy

"APR Energy Share Schemes" the APR Energy Share Option Plan 2011, the APR Energy

(Contractor) Share Option Plan 2011 and the APR Energy Share

Award Plan 2012

"APR Energy Shareholders" the holders of APR Energy Shares from time to time

"Authorisations" regulatory authorisations, orders, recognitions, grants, consents,

clearances, confirmations, certificates, licences, permissions or

approvals

"Barclays" Barclays Bank plc, acting through its investment bank

"Bidco" Apple Bidco Limited, a company incorporated in England and

Wales with registered number 9822930

"BMO Commitment Letter" the commitment letter between the Joint Bidders, Bidco and Bank

of Montreal for the full amount of the cash consideration required

for the Offer, guaranteed by Fairfax

"Board" the board of directors of the relevant company

"Business Day" either:

(a) other than in relation to the Credit Agreement and the

Amendment and Waiver Agreement, a day (other than

Saturdays, Sundays and public holidays) on which banks

are open for business in the City of London, Toronto and

New York and which is not a federal holiday in the United

States of America; or

(b) in relation to the Credit Agreement and the Amendment

and Waiver Agreement, any day (other than Saturdays,

Sundays and public holidays) on which banks are open for

business in the City of London, New York and North

48

Carolina

"Code" the City Code on Takeovers and Mergers issued from time to time

by the Panel on Takeovers and Mergers

"Committed APR Energy Shares" the 27,322,539 APR Energy Shares, in aggregate, held by entities

controlled by Fairfax and ACM and (ii) the 4,621,951 APR Energy

Shares held by JCLA, Laurence Anderson and Lee Munro which

they have agreed (subject to the approval of the Independent

Shareholders) to transfer to Bidco in consideration for ordinary

shares in the capital of Bidco,

"Companies Act" the Companies Act 2006

"Cooperation Agreement" the Cooperation Agreement between APR Energy, the Joint

Bidders and Bidco dated 26 October 2015

"Credit Agreement" the third amended and restated credit agreement, dated as 15

August 2014 and as amended as 31 March 2015, between APR

Energy and the Lenders and the other parties set out therein, as

further amended by the Amendment and Waiver Agreement

"Default" any of the events specified in section 10.1 of the Credit Agreement

which, with the passage of time, the giving of notice or any other

condition, would constitute an Event of Default

"Disclosed" the information disclosed by, or on behalf of, APR Energy (i) in

the annual report and accounts for APR Energy for the financial

year ended 31 December 2014, (ii) the interim accounts for APR

Energy for the six month period ended 30 June 2015, (iii) in any

announcement to a regulatory information service by, or on behalf

of, APR Energy, prior to the publication of this announcement and

(iv) by or on behalf of APR Energy to the Joint Bidders or their

advisers prior to the publication of this announcement

"Event of Default" any Default in relation to which any requirement for the passage of

time, giving notice or any other condition has been satisfied

"Form of Acceptance" the Form of Acceptance, Authority and Election for use by APR

Energy Shareholders in connection with the Offer

"Founder Securities" C ordinary shares and D ordinary shares of APR Energy Holdings

Limited

"General Meeting" the general meeting of the Independent Shareholders to be

convened to consider and if thought fit to approve the Rule 16

Resolution

"Greenhill" Greenhill & Co., LLC acting through Greenhill & Co. International

LLP

"Independent Shareholders" the APR Energy Shareholders other than (i) Management and their

families and related trusts, (ii) JCLA and (iii) any member of the

49

Joint Bidders’ Wider Grou s

"Independent APR Energy Directors" Jim Hughes, Haresh Jaisinghani and Shonaid Jemmett-Page

"Insolvency and Default Condition" the conditions set out in paragraphs 1(b), (c) and (d) of Appendix I

to this announcement

"JCLA" JCLA Cayman Limited, a company controlled by John Campion

and Laurence Anderson

"Joint Bidders" Fairfax, ACM and ACON

"Joint Bidders' Wider Groups" each of the Wider Fairfax Group, Wider ACM Group and Wider

ACON Group

"Joint Bidding Agreement" the joint bidding agreement entered into between the Joint Bidders

and Bidco on 26 October 2015.

"LA Rollover Agreement" the rollover agreement entered into between Bidco and Laurence

Anderson on 26 October 2015

"Lenders" the persons party to the Credit Agreement as lenders from time to

time

"LM Rollover Agreement" the rollover agreement entered into between Bidco and Lee Munro

on 26 October 2015

"Loan" a term loan or revolving credit loan made under the Credit

Agreement

"London Stock Exchange" The London Stock Exchange plc

"Management" John Campion, Laurence Anderson and Lee Munro.

"Management Arrangements" has the meaning given to it in section 9 of this announcement.

"Management Rollover Agreement" the rollover agreement entered into between Bidco, JCLA and

Management on 26 October 2015

"Numis" Numis Securities Limited

"Offer" the offer for APR Energy to be made by means of the Offer

Document

"Offer Document" the offer document to be despatched by or on behalf of Bidco to

APR Energy Shareholders setting out the terms and conditions of

the Offer

"Offer Period" the period commencing on 5 October 2015 until the first to occur

of (a) the date on which the Offer lapses or is withdrawn and (b)

the date on which the Offer becomes or is declared unconditional

as to acceptances

"Offer Price" 175 pence per APR Energy Share

"Ondra Partners" Ondra LLP, the financial adviser to Bidco, Fairfax, ACON and

ACM in relation to the Offer

50

"Proposed Acquisition" the proposed acquisition of APR Energy by Bidco pursuant to the

Offer

"Relevant Authority" has the meaning given to it in paragraph 1(f) of Appendix I to this

announcement

"Required Lenders" any combination of at least three Lenders (not being affiliates of

one another) holding more than 50 per cent. of the aggregate

amount of the Loans and any revolving credit commitments under

the Credit Agreement

"Restricted Jurisdiction" any jurisdiction where the extension or availability of the Offer

would breach any applicable law or regulation

"Rule 16 Resolution" a resolution approving the Management Arrangements to be

proposed to APR Energy in the General Meeting and voted on by

the Independent Shareholders on a poll in accordance with Rule

16.2

"Shareholders Agreement" the shareholders agreement in respect of Bidco to be entered into

by the Joint Bidders and, subject to approval of the Independent

Shareholders, JCLA and Management

"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per

cent. or more of (i) the total voting rights conferred by the equity

share capital (as defined in section 548 of the UK Companies Act)

of such undertaking or (ii) the relevant partnership interest

"Steering Committee" a committee constituted under the Joint Bidding Agreement, to

which each Joint Bidder appoints one representative for the

purpose of co-ordinating and agreeing the arrangements in respect

of the Offer

"Third Party" each of a central bank, government or governmental, quasi-

governmental, supranational, statutory, regulatory, environmental,

administrative, fiscal or investigative body, court, trade agency,

association, institution, environmental body, employee

representative body or any other body or person whatsoever in any

jurisdiction;

"UK Panel" the UK Panel on Takeovers and Mergers, or any successor thereto

"Wider APR Energy Group" APR Energy and its subsidiaries, subsidiary undertakings,

associated undertakings and any other body corporate, partnership,

joint venture or person in which APR Energy and all such

undertakings (aggregating their interests) have a Significant

Interest

"Wider Fairfax Group" Fairfax and its subsidiaries, subsidiary undertakings, associated

undertakings and any other body corporate partnership, joint

venture or person in which Fairfax and all such undertakings

(aggregating their interests) have a Significant Interest (other than

51

any member of the Wider APR Energy Group)

"Wider ACM Group" ACM and its subsidiaries, subsidiary undertakings, associated

undertakings and any other body corporate partnership, joint

venture or person in which ACM and all such undertakings

(aggregating their interests) have a Significant Interest (other than

any member of the Wider APR Energy Group)

"Wider ACON Group" ACON and its subsidiaries, subsidiary undertakings, associated

undertakings and any other body corporate partnership, joint

venture or person in which ACON and all such undertakings

(aggregating their interests) have a Significant Interest (other than

any member of the Wider APR Energy Group)

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and

"associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful

currency of the United Kingdom.

All references to "US$" or "dollars" are to the lawful currency of the United States of America.

All the times and/or dates (other than references to Business Days) referred to in this announcement are to

those times and/or dates as determined by Greenwich Mean Time, unless otherwise stated.

References to the singular include the plural and vice versa.

LNDOCS01/932861.25F 35

Schedule 3

Completion mechanics

1 Funding Date

1.1 On the Funding Date, Bidco shall:

(a) deliver or make available to each other Party a certified copy of the minutes of the board of directors of Bidco approving:

(i) the subscriptions for Bidco Shares and Preference Shares by each of Fairfax, ACON and ACM referred to in Clause 5.5 respectively;

(ii) the allotment and issue of the relevant Bidco shares to each of Fairfax, ACON and ACM;

(iii) the entry of each of Fairfax, ACON and ACM into the register of members;

(iv) the issue of certificates representing the relevant Bidco shares to each of Fairfax, ACON and ACM; and

(v) the appointment of two persons nominated by Fairfax, 2 persons nominated by ACON and 1 person nominated by ACM and, if the ACM Funding Threshold has been met 1 further person nominated by ACM as directors of Bidco; and

(b) deliver to each of Fairfax, ACON and ACM a duly executed share certificate in respect of the Bidco Shares issued to each of them and enter each of their names in the register of members as the holders of such Bidco Shares.

1.2 On the Funding Date, each of Fairfax, ACON and ACM shall pay the amount due from them to Bidco pursuant to Clause 5.5 in immediately cleared funds to an account notified by Bidco to each of Fairfax, ACON and ACM on the LP Funding Commitment Date.

2 Rollover Date

2.1 On the Rollover Date, Bidco shall:

(a) deliver or make available to each other Party a certified copy of the minutes of the board of directors of Bidco approving:

(i) the subscriptions for Bidco shares by each of Fairfax and ACM referred to in Clauses 6.1 and 6.4 respectively;

(ii) the allotment and issue of the relevant Bidco Shares to each of Fairfax and ACM;

(iii) the entry of each of Fairfax and ACM into the register of members; and

LNDOCS01/932861.25F 36

(iv) the issue of certificates representing the relevant Bidco Shares to each of Fairfax and ACM; and

(b) deliver to each of Fairfax and ACM a duly executed share certificate in respect of the Bidco Shares issued to each of them and enter each of their names in the register of members as the holders of such Bidco Shares.

2.2 On the Rollover Date, ACM shall deliver or make available to Bidco a certified copy of the minutes of the board of directors of ACM approving the transfer of Target Shares under Clause 6.5.

2.3 On the Rollover Date, Fairfax shall deliver or make available to Bidco a certified copy of an officer’s certificate confirming that the Target Shares may be transferred under Clause 6.2.

2.4 On the Rollover Date, each of Fairfax and ACM shall transfer their Target Shares, subject to payment of the applicable stamp duty, as follows:

(a) any Target Shares which are in CREST in book entry form shall be transferred to Bidco in the manner agreed between Fairfax or ACM (as the case may be) and Bidco (each acting reasonably); and

(b) any other Target Shares shall be transferred by delivering to Bidco a stock transfer form duly executed by Fairfax or ACM (as the case may be) in favour of Bidco together with share certificates for such Target Shares (or an indemnity in a form reasonably acceptable to Bidco in respect of any missing certificates).

LNDOCS01/932861.25F 37

Schedule 4

A. Name of Party Number of Target Shares %

United States Fire Insurance Company 3,603,499 3.82

Zenith Insurance Company 3,075,500 3.26

Riverstone Corporate Capital Limited 2,571,370 2.73

First Capital Insurance Limited 2,082,700 2.21

Advent Capital (Holdings) Limited 303,700 0.32

Odyssey Reinsurance Company 3,437,950 3.65

Newline Corporate Name Limited 2,174,000 2.31

TOTAL: 17,248,719 18.30

B.

Name of Party Number of Target Shares %

ACM Energy Holdings I Ltd 10,073,820 10.69

TOTAL: 10,073,820 10.69